agilon health, inc.

Previous wording

•Medicare Advantage members of approximately 437,500 as of June 30, 2026 decreased 12% from June 30, 2025.

Current wording

•Medicare Advantage members of approximately 453,600 as of September 30, 2026 decreased 10% from September 30, 2025.

Previous wording

•CMS ACO Models (defined below) attributed beneficiaries of approximately 112,200 as of June 30, 2026 decreased 3% from June 30, 2025.

Current wording

•CMS ACO Models (defined below) attributed beneficiaries of approximately 112,300 as of September 30, 2026 decreased 3% from September 30, 2025.

Previous wording

•Total revenue of $1.5 billion increased 7% compared to $1.4 billion in the second quarter of 2025.

Current wording

•Total revenue of $1.5 billion increased 6% compared to $1.4 billion in the third quarter of 2025.

Previous wording

•Net income of $18 million, compared to net loss of $104 million in the second quarter of 2025.

Current wording

•Net income of $35 million, compared to net loss of $110 million in the third quarter of 2025.

Previous wording

•Total revenue of $2.9 billion remained relatively flat in the six months ended June 30, 2026 compared to the same period in 2025.

Current wording

•Total revenue of $4.4 billion remained relatively flat in the nine months ended September 30, 2026 compared to the same period in 2025.

Previous wording

•Net income of $67 million, compared to net loss of $92 million in the six months ended June 30, 2025.

Current wording

•Net income of $102 million, compared to net loss of $202 million in the nine months ended September 30, 2025.

Previous wording

MA members decreased 12% from June 30, 2025, which reflects previously disclosed market exits, as well as payor exits in certain markets resulting from a disciplined approach to contracting focused on profitability. Total members live on the agilon platform at June 30, 2026 include 437,500 MA members and 112,200 attributed CMS ACO Models (as defined below) beneficiaries.

Current wording

MA members decreased 10% from September 30, 2025, which reflects previously disclosed market exits, as well as payor exits in certain markets resulting from a disciplined approach to contracting focused on profitability. Total members live on the agilon platform at September 30, 2026 include 453,600 MA members and 112,300 attributed CMS ACO Models (as defined below) beneficiaries.

Previous wording

On March 30, 2026, we filed a Certificate of Amendment to our Amended and Restated Certificate of Incorporation with the Secretary of State of the State of Delaware to effect a 1-for-25 reverse stock split of our issued and outstanding common stock (the “Reverse Stock Split”). As a result of the Reverse Stock Split, each twenty-five shares of common stock issued and outstanding was automatically reclassified, combined, and converted into one share of common stock. No fractional shares were issued in connection with the Reverse Stock Split. Stockholders who were otherwise entitled to receive fractional shares automatically became entitled to receive cash in lieu of such fractional share. Proportional adjustments were made to the number of shares of common stock awarded and available for issuance under our equity incentive plans, as well as the exercise price and the number of shares issuable upon the exercise or conversion of our outstanding stock options and other equity securities under our equity incentive plans. The Reverse Stock Split did not affect the number of authorized shares of common stock or the par value of the common stock. All common stock, stock options, restricted stock units, and per share information presented within this Quarterly Report on Form 10-Q have been adjusted to reflect the Reverse Stock Split on a retroactive basis for all periods presented.

Current wording

On March 30, 2026, we filed a Certificate of Amendment to our Amended and Restated Certificate of Incorporation with the Secretary of State of the State of Delaware to effect a 1-for-25 reverse stock split of our issued and outstanding common stock (the “Reverse Stock Split”). As a result of the Reverse Stock Split, each twenty-five shares of common stock issued and outstanding was automatically reclassified, combined, and converted into one share of common stock. No fractional shares were issued in connection with the Reverse Stock Split. Stockholders who were otherwise entitled to receive fractional shares automatically became entitled to receive cash in lieu of such fractional shares. Proportional adjustments were made to the number of shares of common stock awarded and available for issuance under our equity incentive plans, as well as the exercise price and the number of shares issuable upon the exercise or conversion of our outstanding stock options and other equity securities under our equity incentive plans. The Reverse Stock Split did not affect the number of authorized shares of common stock or the par value of the common stock. All common stock, stock options, restricted stock units, and per share information presented within this Quarterly Report on Form 10-Q have been adjusted to reflect the Reverse Stock Split on a retroactive basis for all periods presented.

Previous 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.

Current wording

(1)Adjusted EBITDA is a non-GAAP financial measure. Net income (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 Adjusted EBITDA. See “—Non-GAAP Financial Measure" below for additional information, including a reconciliation of net income (loss) to Adjusted EBITDA.

Previous wording

Our MA members include all individuals enrolled in an MA plan that are attributed to the PCPs on our platform at the end of a given period.

Current wording

Our MA members include all individuals enrolled in an MA plan who are attributed to the PCPs on our platform at the end of a given period.

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. We believe this metric provides insight into the economics of our capitation arrangements as it includes all medical services expense directly associated with our members’ care.

Current wording

We calculate MSER by dividing total medical services expense by total medical services revenue in a given period. Medical services expense represents costs incurred for medical services provided directly to our members. MSER may fluctuate based on changes in the mix of new and existing members on our platform, as newly enrolled members typically incur higher medical services expense. We believe this metric provides insight into the economics of our capitation arrangements as it includes all medical services expense directly associated with our members’ care.

Previous wording

Net income (loss) is the most directly comparable U.S. GAAP measure to Adjusted EBITDA. We define Adjusted EBITDA as net income (loss) adjusted to exclude: (i) income (loss) from discontinued operations, net of income taxes, (ii) interest expense, (iii) income tax expense (benefit), (iv) depreciation and amortization, (v) stock-based compensation expense, (vi) severance and related costs, and (vii) certain other items that are not considered by us in the evaluation of ongoing operating performance. We reflect our share of Adjusted EBITDA for equity method investments by applying our actual ownership percentage for the period to the applicable reconciling items on an entity-by-entity basis.

Current wording

Net income (loss) is the most directly comparable U.S. GAAP financial measure to Adjusted EBITDA. We define Adjusted EBITDA as net income (loss) adjusted to exclude: (i) income (loss) from discontinued operations, net of income taxes, (ii) interest expense, (iii) income tax expense (benefit), (iv) depreciation and amortization, (v) stock-based compensation expense, (vi) severance and related costs, and (vii) certain other items that are not considered by us in the evaluation of ongoing operating performance. We reflect our share of Adjusted EBITDA for equity method investments by applying our actual ownership percentage for the period to the applicable reconciling items on an entity-by-entity basis.

Previous wording

See “—Non-GAAP Financial Measures” below for additional information regarding our use of Adjusted EBITDA and a reconciliation of net income (loss) to Adjusted EBITDA.

Current wording

See “—Non-GAAP Financial Measure” below for additional information regarding our use of Adjusted EBITDA and a reconciliation of net income (loss) to Adjusted EBITDA.

Previous wording

Medical services revenue constitutes substantially all our total revenue for the three and six months ended June 30, 2026 and 2025.

Current wording

Medical services revenue constitutes substantially all our total revenue for the three and nine months ended September 30, 2026 and 2025.

Previous wording

Other medical expenses include: (i) partner physician incentive expense and (ii) other provider costs. Partner physician incentive expense represents obligations to our physician partners corresponding to a portion of the surplus generated in 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. Physician payment obligations are reconciled quarterly, and settlement payments are typically issued to providers on an annual basis in arrears, with interim payments issued periodically. Other provider costs include payments to support physician-patient engagement, certain other medical costs, and other care management expenses that help to create medical cost efficiency. Other provider costs include costs incurred for geographies that are in implementation and are not yet generating revenue.

Current wording

Other medical expenses include: (i) partner physician incentive expense and (ii) other provider costs. Partner physician incentive expense represents obligations to our physician partners corresponding to a portion of the surplus generated in 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. Physician payment obligations are reconciled quarterly, and settlement payments are typically issued to providers on an annual basis in arrears, with interim payments issued periodically. Other provider costs include payments to support physician-patient engagement, certain other medical costs, and other care management expenses that help to create medical cost efficiency. Other provider costs also include costs incurred for geographies that are in implementation and are not yet generating revenue.

Previous wording

Comparison of the Three and Six Months Ended June 30, 2026 to the Three and Six Months Ended June 30, 2025

Current wording

Comparison of the Three and Nine Months Ended September 30, 2026 to the Three and Nine Months Ended September 30, 2025

Previous wording

Medical services revenue was relatively flat for the six months ended June 30, 2026 compared to the same period in 2025. Medical services revenue for the six months ended June 30, 2026 was impacted by an average MA membership decline of 12% as a result of our measured approach to growth, previously disclosed market exits which were finalized as of January 1, 2026, and payor exits in certain markets, which were a result of our disciplined and profitability-focused contracting efforts. Additionally, medical services revenue for the six months ended June 30, 2026 was impacted by higher premium yield as a result of constructive rates for 2026 from CMS funding, increased expectations for risk adjustment contribution, more favorable percentage of premium as a result of payor contract negotiations, and a new payor relationship in an existing geography. During the six months ended June 30, 2026, PMPM capitation rates increased 13% compared to the same period in 2025.

Current wording

Medical services revenue increased by $85.4 million, or 6%, for the three months ended September 30, 2026 compared to the same period in 2025. The increase in medical services revenue for the three months ended September 30, 2026 was driven by higher premium yield as a result of constructive rates for 2026 from CMS funding, increased expectations for risk adjustment contribution, and more favorable percentage of premium as a result of payor contract negotiations. During the three months ended September 30, 2026, PMPM capitation rates increased 11% compared to the same period in 2025. The increase in medical services revenue was partially offset by an average MA membership decline of 4% as a result of our measured approach to growth, previously disclosed market exits which were finalized as of January

Previous wording

Medical services revenue increased by $100.9 million, or 7%, for the three months ended June 30, 2026 compared to the same period in 2025. The increase in medical services revenue for the three months ended June 30, 2026 was driven by higher premium yield as a result of constructive rates for 2026 from CMS funding, increased expectations for risk adjustment contribution, more favorable percentage of premium as a result of payor contract negotiations, and a new payor relationship in an existing geography. During the three months ended June 30, 2026, PMPM capitation rates increased 19% compared to the same period in 2025. The increase in medical services revenue was partially offset by an average MA membership decline of 10% as a result of our measured approach to growth, previously disclosed market exits which were finalized as of January 1, 2026, and payor exits in certain markets which were a result of our disciplined and profitability-focused contracting efforts.

Current wording

Medical services revenue increased by $74.9 million, or 2%, for the nine months ended September 30, 2026 compared to the same period in 2025. Medical services revenue for the nine months ended September 30, 2026 was impacted by higher premium yield as a result of constructive rates for 2026 from CMS funding, increased expectations for risk adjustment contribution, more favorable percentage of premium as a result of payor contract negotiations, and a new payor relationship in an existing geography. During the nine months ended September 30, 2026, PMPM capitation rates increased 12% compared to the same period in 2025. This increase was partially offset by an average MA membership decline of 9% as a result of our measured approach to growth, previously disclosed market exits which were finalized as of January 1, 2026, and payor exits in certain markets, which were a result of our disciplined and profitability-focused contracting efforts.

Previous wording

Medical services expense decreased by $149.0 million, or 10%, for the three months ended June 30, 2026 compared to the same period in 2025 due primarily to a decline in average MA membership of 10% as a result of our measured approach to growth, previously disclosed market exits which were finalized as of January 1, 2026, and payor exits in certain markets which were a result of our disciplined and profitability-focused contracting efforts. Additionally, medical services expense for the three months ended June 30, 2026 benefited from positive claims development from 2025 and the first quarter of 2026. Based on our current census data, cost trends for the three months ended June 30, 2026 remained in line with what has been stated by our payor partners and others in our industry.

Current wording

Medical services expense decreased by $146.0 million, or 10%, for the three months ended September 30, 2026 compared to the same period in 2025. This decline was primarily driven by two factors. The first factor was a 4% decrease in average MA membership, which reflects our measured approach to growth, previously disclosed market exits finalized as of January 1, 2026, and payor exits in certain markets resulting from our disciplined, profitability-focused contracting efforts. The second factor was a 6% decrease in average medical services expense per member, which reflects the impact of our clinical and cost management initiatives, including exits in certain markets, as well as positive claims development from 2025 and the first half of 2026 recognized in the quarter. Based on our current available data, cost trends for the three months ended September 30, 2026 remained in line with our expectations.

Previous wording

Medical services expense decreased by $281.2 million, or 10%, for the six months ended June 30, 2026 compared to the same period in 2025 due primarily to a decline in average MA membership of 12% as a result of our measured approach to growth, previously disclosed market exits which were finalized as of January 1, 2026, and payor exits in certain markets which were a result of our disciplined and profitability-focused contracting efforts. Additionally, medical services expense for the six months ended June 30, 2026 benefited from positive claims development from 2025. The decline in MA membership was partially offset by an increase in average medical services expense per member of 2% primarily from higher year-over-year cost trends in 2026. Based on our current census data, cost trends for the six months ended June 30, 2026 remained in line with what has been stated by our payor partners and others in our industry.

Current wording

Medical services expense decreased by $427.2 million, or 10%, for the nine months ended September 30, 2026 compared to the same period in 2025 due primarily to a decline in average MA membership of 9%, while average medical services expense per member remained relatively flat. The decrease in medical services expense reflects the impact of our clinical and cost management initiatives, including exits in certain markets, and the period also benefited from positive claims development from 2025 and the first half of 2026. Based on our current available data, cost trends for the nine months ended September 30, 2026 remained in line with our expectations.

Previous wording

Other medical expenses increased by $89.2 million for the three months ended June 30, 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 $94.6 million to $59.7 million in 2026 compared to $(34.9) 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, compared to losses generated in certain of our geographies during the same period in 2025. Other provider costs decreased by $5.4 million to $31.7 million in 2026 compared to $37.1 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.

Current wording

Other medical expenses increased by $64.5 million for the three months ended September 30, 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 $73.1 million to $54.9 million in 2026 compared to $(18.2) million in the same period in 2025 from favorable MSER generated in certain of our geographies during 2026, which were a result of our disciplined and profitability-focused contracting efforts, compared to losses generated in certain of our geographies during the same period in 2025. Other provider costs decreased by $8.6 million to $23.1 million in 2026 compared to $31.7 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

Other medical expenses increased by $94.8 million, or 115%, for the six months ended June 30, 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 $109.1 million to $118.2 million in 2026 compared to $9.1 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, compared to losses generated in certain of our geographies during the same period in 2025. Other provider costs decreased by $14.3 million to $59.0 million in 2026 compared to $73.3 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.

Current wording

Other medical expenses increased by $159.3 million, or 166%, for the nine months ended September 30, 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 $182.3 million to $173.1 million in 2026 compared to $(9.2) million in the same period in 2025 from favorable MSER generated in certain of our geographies during 2026, which were a result of our disciplined and profitability-focused contracting efforts, compared to losses generated in certain of our geographies during the same period in 2025. Other provider costs decreased by $22.9 million to $82.1 million in 2026 compared to $105.0 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 increased $20.5 million, or 17%, for the six months ended June 30, 2026 compared to the same period in 2025. Operating costs to support our live geographies and enterprise functions (platform support costs) decreased to $80.3 million in 2026, compared to $81.7 million in the same period in 2025 as a result of our cost management initiatives. Operating costs to support our live geographies and enterprise functions as a percentage of revenue remain flat at 3% for the six months ended June 30, 2026 compared to the same period in 2025. Investments to support geography entry decreased to $4.6 million in 2026, compared to $10.8 million in the same period in 2025 due to decreased costs associated with the expansion within existing geographies. Stock-based compensation expense decreased $2.0 million for the six months ended June 30, 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 $30.1 million to $27.7 million in 2026 compared to $(2.4) million in the same period in 2025 as a result of our cost management initiatives.

Current wording

General and administrative expenses increased $10.9 million, or 19%, for the three months ended September 30, 2026 compared to the same period in 2025. Operating costs to support our live geographies and enterprise functions (platform support costs) increased to $44.4 million in 2026, compared to $38.7 million in the same period in 2025. Operating costs to support our live geographies and enterprise functions as a percentage of revenue remained flat at 3% for the three months ended September 30, 2026 compared to the same period in 2025. Investments to support geography entry decreased to $1.8 million in 2026, compared to $4.8 million in the same period in 2025 due to decreased costs associated with the expansion within existing geographies. Stock-based compensation expense increased $11.4 million for the three months ended September 30, 2026, compared to the same period in 2025 primarily as the performance conditions on certain performance-based equity awards were deemed probable, and thus the related costs were increased.

Previous wording

General and administrative expenses increased $32.2 million, or 57%, for the three months ended June 30, 2026 compared to the same period in 2025. Operating costs to support our live geographies and enterprise functions (platform support costs) increased to $42.7 million in 2026, compared to $37.4 million in the same period in 2025. Operating costs to support our live geographies and enterprise functions as a percentage of revenue remain flat at 3% for the three months ended June 30, 2026 compared to the same period in 2025. Investments to support geography entry decreased to $2.9 million in 2026, compared to $4.2 million in the same period in 2025 due to decreased costs associated with the expansion within existing geographies. Stock-based compensation expense increased $8.4 million for the three months ended June 30, 2026, compared to the same period in 2025 primarily as the performance conditions on certain performance-based equity awards were deemed probable, and thus the related costs were increased. Costs incurred for severance and transaction-related costs increased by $19.8 million to $19.0 million in 2026 compared to $(0.8) million in the same period in 2025 as a result of our cost management initiatives.

Current wording

General and administrative expenses increased $31.4 million, or 18%, for the nine months ended September 30, 2026 compared to the same period in 2025. Operating costs to support our live geographies and enterprise functions (platform support costs) increased to $124.7 million in 2026, compared to $120.3 million in the same period in 2025. Operating costs to support our live geographies and enterprise functions as a percentage of revenue remain flat at 3% for the nine months ended September 30, 2026 compared to the same period in 2025. Investments to support geography entry decreased to $6.4 million in 2026, compared to $15.6 million in the same period in 2025 due to decreased costs associated with the expansion within existing geographies. Stock-based compensation expense increased $9.3 million for the nine months ended September 30, 2026, compared to the same period in 2025 primarily as the performance conditions on certain performance-based equity awards were deemed probable, and thus the related costs were increased. Costs incurred for severance and transaction-related costs increased by $26.9 million to $29.8 million in 2026 compared to $2.9 million in the same period in 2025 as a result of our cost management initiatives.

Previous wording

Income (loss) from equity method investments decreased $13.0 million to losses of $7.6 million for the three months ended June 30, 2026 compared to income of $5.4 million in the same period in 2025. Our CMS ACO Models investees recognized an increase in operating expenses during the three months ended June 30, 2026 compared to the same period in 2025 as a result of additional services we provided, which began in the fourth quarter of 2025.

Current wording

Income (loss) from equity method investments decreased $14.1 million to losses of $1.0 million for the three months ended September 30, 2026 compared to income of $13.1 million in the same period in 2025. Our CMS ACO Models investees recognized an increase in operating expenses during the three months ended September 30, 2026 compared to the same period in 2025 as a result of additional services we provided, which began in the fourth quarter of 2025.

Previous wording

Income (loss) from equity method investments decreased $13.9 million to $4.1 million for the six months ended June 30, 2026 compared to $18.1 million in the same period in 2025. Our CMS ACO Models investees recognized an increase in operating expenses during the six months ended June 30, 2026 compared to the same period in 2025 as a result of additional services we provided, which began in the fourth quarter of 2025. The decrease in income (loss) from equity method investments was partially offset by an increase in gross profit from our CMS ACO Models investees during the six months ended June 30, 2026 compared to the same period in 2025.

Current wording

Income (loss) from equity method investments decreased $28.1 million to $3.2 million for the nine months ended September 30, 2026 compared to $31.2 million in the same period in 2025. Our CMS ACO Models investees recognized an increase in operating expenses during the nine months ended September 30, 2026 compared to the same period in 2025 as a result of additional services we provided, which began in the fourth quarter of 2025.

Previous wording

Other income (expense), net increased by $7.1 million, or 91%, for the three months ended June 30, 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.

Current wording

Other income (expense), net increased by $8.1 million, or 86%, for the three months ended September 30, 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

Other income (expense), net increased by $13.9 million, or 81%, for the six months ended June 30, 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.

Current wording

Other income (expense), net increased by $22.0 million, or 83%, for the nine months ended September 30, 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 relate to the sale of our Hawaii operations in October 2023. Total discontinued operations for the six months ended June 30, 2026 and 2025 relate to the release of a contingent obligation from our Hawaii operations.

Current wording

Total discontinued operations relate to the sale of our Hawaii operations in October 2023. Total discontinued operations for the nine months ended September 30, 2026 and 2025 relate to the release of a contingent obligation from our former Hawaii operations.

Previous wording

In addition to providing results that are determined in accordance with U.S. GAAP, we present medical margin and Adjusted EBITDA, which are non-GAAP financial measures.

Current wording

In addition to providing results that are determined in accordance with U.S. GAAP, we present Adjusted EBITDA, which is a non-GAAP financial measure.

Previous wording

We define Adjusted EBITDA as net income (loss) adjusted to exclude: (i) income (loss) from discontinued operations, net of income taxes, (ii) interest expense, (iii) income tax expense (benefit), (iv) depreciation and amortization, (v) stock-based compensation expense, (vi) severance and related costs, and (vii) certain other items that are not considered by us in the evaluation of ongoing operating performance. We reflect our share of Adjusted EBITDA for equity method investments by applying our actual ownership percentage for the period to the applicable reconciling items on an entity-by-entity basis.

Current wording

We define Adjusted EBITDA as net income (loss) adjusted to exclude: (i) income (loss) from discontinued operations, net of income taxes, (ii) interest expense, (iii) income tax expense (benefit), (iv) depreciation and amortization, (v) stock-based compensation expense, (vi) severance and related costs, and (vii) certain other items that are not considered by us in the evaluation of ongoing operating performance. We reflect our share of Adjusted EBITDA for equity method investments by applying our actual ownership percentage for the period to the applicable reconciling items on an entity-by-entity basis. Net income (loss) is the most directly comparable U.S. GAAP financial measure to Adjusted EBITDA.

Previous wording

We believe medical margin and Adjusted EBITDA help identify underlying trends in our business and facilitate evaluation of period-to-period operating performance of our operations by eliminating items that are variable in nature and not considered by us in the evaluation of ongoing operating performance, allowing comparison of our recurring core business operating results over multiple periods. We also believe medical margin and Adjusted EBITDA provide useful information about our operating results, enhance the overall understanding of our past performance and future prospects, and allow for greater transparency with respect to key metrics we use for financial and operational decision-making. We believe medical margin and Adjusted EBITDA or similarly titled non-GAAP measures are widely used by investors, securities analysts, ratings agencies, and other parties in evaluating companies in our industry as a measure of financial performance. Other companies may calculate medical margin and Adjusted EBITDA or similarly titled non-GAAP measures differently from the way we calculate these metrics. As a result, our presentation of medical margin and Adjusted EBITDA may not be comparable to similarly titled measures of other companies, limiting their usefulness as comparative measures.

Current wording

We believe Adjusted EBITDA helps identify underlying trends in our business and facilitate evaluation of period-to-period operating performance of our operations by eliminating items that are variable in nature and not considered by us in the evaluation of ongoing operating performance, allowing comparison of our recurring core business operating results over multiple periods. We also believe Adjusted EBITDA provides useful information about our operating results, enhances the overall understanding of our past performance and future prospects, and allows for greater transparency with respect to key metrics we use for financial and operational decision-making. We believe Adjusted EBITDA or similarly titled non-GAAP measures are widely used by investors, securities analysts, ratings agencies, and other parties in evaluating companies in our industry as a measure of financial performance. Other companies may calculate Adjusted EBITDA or similarly titled non-GAAP measures differently from the way we calculate this metric. As a result, our presentation of Adjusted EBITDA may not be comparable to similarly titled measures of other companies, limiting the usefulness as comparative measures.

Previous wording

As of June 30, 2026, we had cash and cash equivalents and restricted cash of $178.8 million and investments in marketable securities of $78.4 million.

Current wording

As of September 30, 2026, we had cash and cash equivalents and restricted cash of $246.4 million and investments in marketable securities of $65.4 million.

Previous 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.

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 cash flows are also impacted by our medical services expense ratio, which we calculate by dividing total medical services expense by total medical services revenue in a given period. An MSER below 100% contributes to our ability to generate positive cash flows. Conversely, cash flows would be negatively impacted during periods in which our MSER exceeds 100%. MSER may fluctuate based on changes in the mix of new and existing members on our platform, as newly enrolled members typically incur higher medical services expense.

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. 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 contains 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 (defined below). 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. If we were to seek to pay dividends out of funds made available to us by agilon health management, inc. or its subsidiaries, the Credit Facility restricts agilon health management, inc.’s ability to pay dividends or make loans to us. The Credit Facility also contains 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 $33.6 million for the six months ended June 30, 2026 compared to $67.1 million for the six months ended June 30, 2025. The change in net cash used in operating activities was primarily a result of the increase in medical margin, partially offset by increased provider costs, including partner physician incentive expenses, 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.

Current wording

Net cash provided by operating activities was $16.3 million for the nine months ended September 30, 2026 compared to net cash used in operating activities of $85.2 million for the nine months ended September 30, 2025. The change in net cash provided by operating activities was primarily a result of a favorable decline in our MSER, partially offset by increased provider costs, including partner physician incentive expenses, 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 $39.2 million for the six months ended June 30, 2026 compared to $47.4 million for the six months ended June 30, 2025. During the six months ended June 30, 2026, we received net proceeds from the maturities of marketable securities and repayments of loans receivables of $46.6 million and made investments of $7.4 million primarily for the acquisition of intangible assets and property and equipment. 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.

Current wording

Net cash provided by investing activities was $57.0 million for the nine months ended September 30, 2026 compared to $66.0 million for the nine months ended September 30, 2025. During the nine months ended September 30, 2026, we received net proceeds from the maturities of marketable securities and repayments of loans receivables of $67.7 million and made investments of $10.7 million primarily for the acquisition of intangible assets and property and equipment. 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.

Previous wording

Net cash used in financing activities was $0.5 million for the six months ended June 30, 2026 was primarily related to the repayment of debt, partially offset by proceeds from stock option exercises. Net cash used in financing activities of $2.7 million for the six months ended June 30, 2025 was primarily related to the payments for equity issuances.

Current wording

Net cash used in financing activities of $0.6 million for the nine months ended September 30, 2026 was primarily related to the repayment and refinance of debt, partially offset by proceeds from stock option exercises. Net cash used in financing activities of $3.0 million for the nine months ended September 30, 2025 was primarily related to the payments related to equity issuances.

Previous wording

Management’s discussion and analysis of our financial condition and results of operations is based on our condensed consolidated financial statements, which have been prepared in accordance with U.S. GAAP. The preparation of financial statements in conformity with U.S. GAAP requires us to use judgment in the application of accounting policies, including making estimates and assumptions. We base estimates on the best information available to us at the time, our historical experience, known trends and events, and various other assumptions that we believe are reasonable under the circumstances. These estimates affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting periods. If our judgment or interpretation of the facts and circumstances relating to various transactions or other matters had been different, it is possible that different accounting would have been applied, resulting in a different presentation of our condensed consolidated financial statements. From time to time, we re-evaluate our estimates and assumptions. In the event estimates or assumptions prove to be different from actual results, adjustments are made in subsequent periods to reflect more current estimates and assumptions about matters that are inherently uncertain. A summary of our critical accounting policies is included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2025 in Part II, Item 7 “Management’s Discussion and Analysis of Financial Conditions and Results of Operations - Critical Accounting

Current wording

Management’s discussion and analysis of our financial condition and results of operations is based on our condensed consolidated financial statements, which have been prepared in accordance with U.S. GAAP. The preparation of financial statements in conformity with U.S. GAAP requires us to use judgment in the application of accounting policies, including making estimates and assumptions. We base estimates on the best information available to us at the time, our historical experience, known trends and events, and various other assumptions that we believe are reasonable under the circumstances. These estimates affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting periods. If our judgment or interpretation of the facts and circumstances relating to various transactions or other matters had been different, it is possible that different accounting would have been applied, resulting in a different presentation of our condensed consolidated financial statements. From time to time, we re-evaluate our estimates and assumptions. In the event estimates or assumptions prove to be different from actual results, adjustments are made in subsequent periods to reflect more current estimates and assumptions about matters that are inherently uncertain. A summary of our critical accounting policies is included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2025 in Part II, Item 7 “Management’s Discussion and Analysis of Financial Conditions and Results of Operations - Critical Accounting Policies” and Note 2 to the Condensed Consolidated Financial Statements. There have been no significant changes to our critical accounting policies during 2026.