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agilon health, inc.
CONDENSED CONSOLIDATED BALANCE SHEETS
(in thousands, except per share data)
June 30, 2026 December 31, 2025
(unaudited)
ASSETS
Current assets:
Cash and cash equivalents $ 107,184 $ 173,713
Restricted cash and equivalents 71,627 —
Marketable securities 78,443 111,429
Receivables, net 1,059,786 673,793
Prepaid expenses and other current assets, net 101,494 137,762
Total current assets 1,418,534 1,096,697
Property, equipment, and capitalized software, net 24,513 25,417
Intangible assets, net 60,132 65,725
Other assets 88,157 83,451
Total assets $ 1,591,336 $ 1,271,290
LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)
Current liabilities:
Medical claims and related payables $ 1,022,506 $ 929,770
Accounts payable and accrued expenses 274,928 127,477
Current debt 14,915 19,238
Total current liabilities 1,312,349 1,076,485
Long-term debt 15,377 15,750
Other liabilities 36,083 52,321
Total liabilities 1,363,809 1,144,556
Commitments and contingencies
Stockholders' equity (deficit):
Common stock, $0.01 par value: 2,000,000 shares authorized; 16,785 and 16,589 shares issued and outstanding, respectively 168 166
Additional paid-in capital 2,138,657 2,103,976
Accumulated deficit (1,911,452) (1,978,324)
Accumulated other comprehensive income (loss) 154 916
Total stockholders’ equity (deficit) 227,527 126,734
Total liabilities and stockholders’ equity (deficit) $ 1,591,336 $ 1,271,290
The condensed consolidated balance sheets include assets and liabilities of consolidated variable interest entities (“VIEs”) as agilon health, inc., together with its consolidated subsidiaries and VIEs (the “Company”), is the primary beneficiary of these VIEs. As of June 30, 2026 and December 31, 2025, the condensed consolidated balance sheets included total assets of the Company’s consolidated VIEs totaling $1.19 billion and $840.2 million, respectively, and total liabilities totaling $1.26 billion and $1.04 billion, respectively. See Note 12 for additional details.
See accompanying Notes to the Condensed Consolidated Financial Statements.
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agilon health, inc.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(in thousands, except per share data)
(unaudited)
Three Months Ended June 30, Six Months Ended June 30,
2026 2025 2026 2025
Revenues:
Medical services revenue $ 1,492,921 $ 1,392,039 $ 2,911,470 $ 2,921,918
Other operating revenue 1,822 2,943 3,733 5,846
Total revenues 1,494,743 1,394,982 2,915,203 2,927,764
Expenses:
Medical services expense 1,296,235 1,445,245 2,565,863 2,847,112
Other medical expenses 91,369 2,164 177,186 82,357
General and administrative 88,505 56,281 142,736 122,237
Depreciation and amortization 6,864 7,319 13,651 14,195
Total expenses 1,482,973 1,511,009 2,899,436 3,065,901
Income (loss) from operations 11,770 (116,027) 15,767 (138,137)
Other income (expense):
Income (loss) from equity method investments (7,596) 5,412 4,137 18,084
Other income (expense), net 15,015 7,879 31,040 17,140
Interest expense (1,608) (1,572) (3,419) (3,087)
Income (loss) before income taxes 17,581 (104,308) 47,525 (106,000)
Income tax benefit (expense) 375 (62) 347 (258)
Income (loss) from continuing operations 17,956 (104,370) 47,872 (106,258)
Discontinued operations:
Adjustments on sale of assets, net — — 19,000 14,000
Net income (loss) $ 17,956 $ (104,370) $ 66,872 $ (92,258)
Basic earnings per common share:
Continuing operations $ 1.07 $ (6.31) $ 2.88 $ (6.43)
Discontinued operations — — 1.14 0.85
Net income (loss) $ 1.07 $ (6.31) $ 4.02 $ (5.58)
Diluted earnings per common share:
Continuing operations $ 1.04 $ (6.31) $ 2.84 $ (6.43)
Discontinued operations — — 1.12 0.85
Net income (loss) $ 1.04 $ (6.31) $ 3.96 $ (5.58)
Weighted average shares outstanding
Basic 16,705 16,553 16,653 16,535
Diluted 17,213 16,553 16,884 16,535
See accompanying Notes to the Condensed Consolidated Financial Statements.
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agilon health, inc.
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
(in thousands)
(unaudited)
Three Months Ended June 30, Six Months Ended June 30,
2026 2025 2026 2025
Net income (loss) $ 17,956 $ (104,370) $ 66,872 $ (92,258)
Other comprehensive income (loss):
Net unrealized gain (loss) on marketable securities, net of tax (332) 210 (798) 822
Foreign currency translation adjustment 7 34 36 53
Total comprehensive income (loss) $ 17,631 $ (104,126) $ 66,110 $ (91,383)
See accompanying Notes to the Condensed Consolidated Financial Statements.
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agilon health, inc.
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (DEFICIT)
(in thousands)
(unaudited)
For the three months ended June 30, 2026:
Total Stockholders’ Equity (Deficit)
Common Stock Additional Paid-In Capital Accumulated Deficit Accumulated Other Comprehensive Income (Loss) Total Stockholders’ Equity (Deficit)
Shares Amount
April 1, 2026 16,606 $ 166 $ 2,110,196 $ (1,929,408) $ 479 $ 181,433
Net income (loss) — — — 17,956 — 17,956
Other comprehensive income (loss) — — — — (325) (325)
Exercise of stock options 78 1 5,493 — — 5,494
Vesting of restricted stock units 143 1 (1) — — —
Shares withheld related to net share settlement (42) — (863) — — (863)
Stock-based compensation expense — — 23,832 — — 23,832
June 30, 2026 16,785 $ 168 $ 2,138,657 $ (1,911,452) $ 154 $ 227,527
For the three months ended June 30, 2025:
Total Stockholders’ Equity (Deficit)
Common Stock Additional Paid-In Capital Accumulated Deficit Accumulated Other Comprehensive Income (Loss) Total Stockholders’ Equity (Deficit)
Shares Amount
April 1, 2025 16,520 $ 165 $ 2,074,411 $ (1,574,865) $ 543 $ 500,254
Net income (loss) — — — (104,370) — (104,370)
Other comprehensive income (loss) — — — — 244 244
Exercise of stock options 1 — 110 — — 110
Vesting of restricted stock units 70 1 (1) — — —
Shares withheld related to net share settlement (21) — (2,690) — — (2,690)
Stock-based compensation expense — — 15,381 — — 15,381
June 30, 2025 16,570 $ 166 $ 2,087,211 $ (1,679,235) $ 787 $ 408,929
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agilon health, inc.
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (DEFICIT)
(in thousands)
(unaudited)
For the six months ended June 30, 2026:
Total Stockholders’ Equity (Deficit)
Common Stock Additional Paid-In Capital Accumulated Deficit Accumulated Other Comprehensive Income (Loss) Total Stockholders’ Equity (Deficit)
Shares Amount
January 1, 2026 16,589 $ 166 $ 2,103,976 $ (1,978,324) $ 916 $ 126,734
Net income (loss) — — — 66,872 — 66,872
Other comprehensive income (loss) — — — — (762) (762)
Exercise of stock options 78 1 5,493 — — 5,494
Vesting of restricted stock units 162 1 (1) — — —
Shares withheld related to net share settlement (44) — (898) — — (898)
Stock-based compensation expense — — 30,087 — — 30,087
June 30, 2026 16,785 $ 168 $ 2,138,657 $ (1,911,452) $ 154 $ 227,527
For the six months ended June 30, 2025:
Total Stockholders’ Equity (Deficit)
Common Stock Additional Paid-In Capital Accumulated Deficit Accumulated Other Comprehensive Income (Loss) Total Stockholders’ Equity (Deficit)
Shares Amount
January 1, 2025 16,487 $ 165 $ 2,057,852 $ (1,586,977) $ (88) $ 470,952
Net income (loss) — — — (92,258) — (92,258)
Other comprehensive income (loss) — — — — 875 875
Exercise of stock options 1 — 110 — — 110
Vesting of restricted stock units 104 1 (1) — — —
Shares withheld related to net share settlement (22) — (2,851) — — (2,851)
Stock-based compensation expense — — 32,101 — — 32,101
June 30, 2025 16,570 $ 166 $ 2,087,211 $ (1,679,235) $ 787 $ 408,929
See accompanying Notes to the Condensed Consolidated Financial Statements.
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agilon health, inc.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)
(unaudited)
Six Months Ended June 30,
2026 2025
Cash flows from operating activities:
Net income (loss) $ 66,872 $ (92,258)
Adjustments to reconcile net income (loss) to net cash used in operating activities:
Depreciation and amortization 13,651 14,195
Stock-based compensation expense 30,087 32,101
Loss (income) from equity method investments (4,137) (18,084)
Adjustments on sale of assets, net (19,000) (14,000)
Other, net 1,377 (3,107)
Changes in operating assets and liabilities (122,419) 14,081
Net cash provided by (used in) operating activities (33,569) (67,072)
Cash flows from investing activities:
Purchases of property, equipment, and capitalized software (6,548) (7,099)
Purchase of intangible assets (885) (9,717)
Investment in loans receivable and other — (1,000)
Investments in marketable securities — (60,154)
Proceeds from maturities of marketable securities and other 46,616 125,339
Net cash provided by (used in) investing activities 39,183 47,369
Cash flows from financing activities:
Proceeds from (payments for) equity issuances, net 4,596 (2,741)
Debt issuance costs (1,612) —
Repayments of long-term debt (3,500) —
Net cash provided by (used in) financing activities (516) (2,741)
Net increase (decrease) in cash, cash equivalents and restricted cash and equivalents 5,098 (22,444)
Cash, cash equivalents and restricted cash and equivalents, beginning of period 173,713 193,860
Cash, cash equivalents and restricted cash and equivalents, end of period $ 178,811 $ 171,416
See accompanying Notes to the Condensed Consolidated Financial Statements.
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agilon health, inc.
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
NOTE 1. Business
Description of Business
agilon health, inc., together with its consolidated subsidiaries and VIEs (the “Company”), through its partnerships and 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. As of June 30, 2026, the Company, through its contracted physician networks, provided care to approximately 437,500 Medicare Advantage members enrolled with private health plans. Additionally, the Company participates in the Centers for Medicare & Medicaid Services’ (“CMS”) Accountable Care Organization Realizing Equity, Access, and Community Health (“ACO REACH”) Model and Medicare Shared Savings Program (“MSSP,” and together with ACO REACH, the “CMS ACO Models”) through its equity method investments.
The Company’s largest shareholder is an investment fund associated with Clayton Dubilier & Rice, LLC (“CD&R”), a private equity firm. All funds affiliated with CD&R are considered related parties.
Reverse Stock Split
On March 30, 2026, the Company filed a Certificate of Amendment to its 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 the Company’s 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 the Company’s equity incentive plans, as well as the exercise price and the number of shares issuable upon the exercise or conversion of the Company’s outstanding stock options and other equity securities under the Company’s 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 these condensed consolidated financial statements have been adjusted to reflect the Reverse Stock Split on a retroactive basis for all periods presented.
NOTE 2. Summary of Significant Accounting Policies
Basis of Presentation
The accompanying condensed consolidated financial statements have been prepared by management in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”). The condensed consolidated financial statements include the accounts of agilon health, inc., its wholly-owned subsidiaries, and joint ventures and VIEs that it controls through voting rights or other means. Intercompany transactions and balances have been eliminated upon consolidation. See Note 12 for additional discussions related to the Company’s involvement with VIEs. All adjustments (consisting of normal recurring adjustments unless otherwise indicated), which the Company considers necessary to present fairly its financial position, results of operations, and cash flows, have been included. Operating results for the three and six months ended June 30, 2026 are not necessarily indicative of the results that may be expected for the year ending December 31, 2026. The accompanying condensed consolidated financial information should be read in conjunction with the consolidated financial statements and notes thereto for the year ended December 31, 2025 included in the Company’s Annual Report on Form 10-K filed with the Securities and Exchange Commission.
Use of Estimates
Management is required to make estimates and assumptions in the preparation of financial statements. These estimates and assumptions affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the condensed consolidated financial statements and the reported amounts of revenues and expenses
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during the reporting period. Significant estimates can include, among other things, those used to determine revenues and related receivables from risk adjustments, and medical services expense and related payables (including the reserve for incurred but not reported (“IBNR”) claims). Management’s estimates for revenue recognition, medical services expense, and other estimates, judgments, and assumptions, may be materially and adversely different from actual results. These estimates are based on knowledge of current events and anticipated future events, and accordingly, actual results may ultimately differ materially from those estimates.
Income Taxes
The Company determines the income tax provision for interim periods using an estimate of the Company’s annual effective tax rate, applied to year-to-date results, adjusted for discrete items arising in that quarter. In each quarter, the Company updates its estimated annual effective tax rate, and if the estimated annual effective tax rate changes, a cumulative catch-up adjustment is recorded in that quarter. The Company applied the intra-period tax allocation rules to allocate income taxes between continuing operations and discontinued operations as prescribed in U.S. GAAP, where the tax effect of income (loss) before income taxes from continuing operations is computed without regard to the tax effects of income (loss) before income taxes from the other categories.
Segment Reporting
The Company operates a Medicare-centric, capitated line of business and is organized as a single operating and reportable segment based on the manner in which the Chief Executive Officer, who is the Chief Operating Decision Maker (“CODM”), evaluates performance and makes decisions about how to allocate resources. Segment asset information, which is presented on the condensed consolidated balance sheet, is not used by the CODM to assess performance and make decisions about how to allocate resources. The Company's segment measure of profit or loss is consolidated net income (loss). The CODM uses the segment measure of profit or loss to assess performance and make resource allocation decisions, primarily through periodic budgeting and company performance reviews. Significant expense categories included within the segment measure of profit or loss that are regularly provided to the CODM include medical services expense, other medical expense, and platform support costs. Medical services expense and other medical expense amounts are included in the consolidated statements of operations. Platform support costs were $42.7 million and $37.4 million for the three months ended June 30, 2026 and 2025, respectively. For the three months ended June 30, 2026 and 2025, other segment items, which consists of general and administrative expenses (excluding platform support costs), depreciation and amortization, other income (expense), net, income tax benefit (expense), and results from discontinued operations, were $46.5 million and $14.5 million, respectively. Platform support costs were $80.3 million and $81.7 million for the six months ended June 30, 2026 and 2025, respectively. For the six months ended June 30, 2026 and 2025, other segment items, which consists of general and administrative expenses (excluding platform support costs), depreciation and amortization, other income (expense), net, income tax benefit (expense), and results from discontinued operations, were $24.9 million and $8.9 million, respectively.
Discontinued operations
Discontinued operations is a component of an entity that has either been disposed of or is deemed held-for-sale and, (i) the operations and cash flows of the component have been or will be eliminated from ongoing operations as a result of the disposal transaction, and (ii) the entity will not have any significant continuing involvement in the operations of the component after the disposal transaction. On October 31, 2023, the Company completed the disposition of MDX Hawaii, Inc. and its related operations. The Company’s decision to exit Hawaii and the Independent Practice Association line of business represented a strategic shift that had a major effect on its operations and financial results. As such, the Company’s Hawaii operations are reflected in the condensed consolidated financial statements as discontinued operations for all periods presented.
Recent Accounting Pronouncements
In November 2024, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2024-03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses (“ASU 2024-03”). In January 2025, the FASB issued ASU 2025-01, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40): Clarifying the Effective Date (“ASU 2025-01”). The amendments in ASU 2024-03 require public business entities to disclose, on an annual and interim basis, disaggregated information about certain income statement expense line items by breaking down certain expense line items into specified natural expense categories, including purchases of inventory,
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employee compensation, deprecation, intangible asset amortization, and depletion. The amendments in ASU 2024-03 can be applied on a prospective basis or retrospective basis and early adoption is permitted. The amendments in ASU 2025-01 clarify the effective date of ASU 2024-03 stating that all public business entities are required to adopt the update in annual reporting periods beginning after December 15, 2026, and interim periods within annual reporting periods beginning after December 15, 2027. ASU 2025-01 does not change the effective date of ASU 2024-03 but was issued to provide clarity on the effective date for public business entities that do not have a calendar year-end. The Company is currently evaluating the potential impact of the adoption of ASU 2024-03 and ASU 2025-01 on the disclosures in its condensed consolidated financial statements.
In September 2025, the FASB issued ASU 2025-06, Intangibles—Goodwill and Other—Internal-Use Software (Subtopic 350-40): Targeted Improvements to the Accounting for Internal-Use Software (“ASU 2025-06”). The amendments in ASU 2025-06 modernize the guidance in Subtopic 350-40 to reflect the software development approaches currently used as software is not always developed in a linear manner. To clarify how the guidance applies to both linear and nonlinear software development, the amendments in ASU 2025-06 remove all references to the “development stages” from Subtopic 350-40 and instead requires that software development costs be capitalized when (i) management, with relevant authority, commits to funding a computer software project, and (ii) it is probable that the project will be completed and the software will be used to perform the function intended. The amendments in ASU 2025-06 also provide new guidance on how to evaluate whether the probable-to-complete recognition threshold has been met and specifies that the disclosure requirements in Subtopic 360-10, Property, Plant, and Equipment—Overall, are required for all capitalized internal-use software costs. The amendments in ASU 2025-06 are effective for annual reporting periods beginning after December 31, 2027, and interim reporting periods within those annual reporting periods. The amendments in ASU 2025-06 can be applied on a prospective, retrospective, or modified transition approach basis. The new guidance is not expected to have a material impact on the Company’s consolidated financial position, results of operations, cash flows, or disclosures.
NOTE 3. Revenue, Receivables, and Concentration of Credit Risk
Medical Services Revenue
Medical services revenue consists of capitation fees under contracts with various Medicare Advantage payors (“payors”). These contracts are within the scope of Accounting Standards Codification (“ASC”) Topic 606, Revenue from Contracts with Customers (“ASC 606”), and therefore the Company applies the following five-step model when recognizing revenue:
i.Identify the contract(s) with a customer;
ii.Identify the performance obligations in the contract;
iii.Determine the transaction price;
iv.Allocate the transaction price to the performance obligations in the contract; and
v.Recognize revenue when, or as, the performance obligation is satisfied.
Under the typical capitation arrangement, the Company is entitled to monthly per-member, per-month (“PMPM”) fees to provide a defined range of healthcare services for Medicare Advantage health plan members (“members”) attributed to the Company’s contracted primary care physicians (“PCPs”). In certain of the Company’s payor arrangements, it is also financially responsible for Medicare Part D pharmaceutical costs for prescriptions rendered to members. PMPM fees are determined as a percentage of the premium payors receive from the CMS for these members. The Company generally accepts full financial risk for members attributed to its contracted PCPs and therefore is responsible for the cost of all healthcare services required by those members. Fees are generally recorded gross in revenue because the Company is acting as a principal in coordinating and controlling the range of services provided (other than clinical decisions) under its capitation contracts with payors.
Capitation contracts with payors are generally multi-year arrangements and have a single performance obligation that constitutes a series, as defined by ASC 606, to stand ready on a monthly basis to provide all aspects of necessary medical care to members for the contracted period. The Company recognizes revenue in the month in which eligible members are entitled to receive healthcare benefits during the contract term.
The transaction price for the Company’s capitation contracts is variable, as the PMPM fees to which the Company is entitled are subject to periodic adjustment under CMS’s risk adjustment payment methodology. CMS deploys a risk adjustment model that determines premiums paid to all payors according to each member’s health status and certain
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demographic factors. Under this risk adjustment methodology, CMS calculates the risk adjusted premium payment using diagnosis data from various settings. The Company and healthcare providers collect and submit the necessary and available diagnosis data to payors and such data is utilized by the Company to estimate risk adjustment payments to be received in subsequent periods. Estimating variable consideration related to risk adjustment involves judgment. Risk adjustment-related revenues are estimated using the most likely amount method. In determining the amount of variable consideration to include in the transaction price, the Company evaluates whether such estimates are constrained by assessing the likelihood and magnitude of a potential revenue reversal when uncertainties are resolved. This assessment considers factors such as the completeness and accuracy of diagnosis data submitted, historical experience with risk adjustment settlements, the extent of remaining uncertainty in CMS’s final calculations, contractual terms including risk corridors and settlement provisions, and the time period until such uncertainties are resolved. The Company includes variable consideration in revenue only to the extent that it is probable that a significant reversal of cumulative revenue will not occur once any such uncertainty is resolved. The Company’s estimates of variable consideration are subject to variability due to the range of possible outcomes associated with CMS’s final risk adjustment settlements, which are typically not issued until 12 to 18 months after the start of the performance year. As actual amounts may differ from estimates, the Company reassesses these estimates each reporting period as additional information becomes available and any changes in estimates are recognized as adjustments to medical services revenue in the period the change is identified.
PMPM fees are also subject to adjustment for incentives or penalties based on the achievement of certain quality metrics defined in the Company’s contracts with payors. Estimating incentive revenue also requires judgment. The Company recognizes incentive revenue using the most likely amount method and applies a similar constraint assessment, including consideration of historical performance against quality measures, current performance trends, and remaining measurement uncertainty. Incentive revenue is recognized as the performance obligation is satisfied and only to the extent that it is probable that a significant reversal of incentive revenue will not occur once any such uncertainty is resolved.
Neither the Company nor any of its affiliates is a registered insurance company because state law in the states in which it operates does not require such registration for risk-bearing providers.
Receivables
Receivables primarily consist of amounts due under capitation contracts with various payors. Receivables due under capitation contracts are recorded monthly based on reports received from payors and management’s estimate of risk adjustment payments to be received in subsequent periods for open performance years. Receivables are recorded at the amount expected to be realized.
Concentration
The Company contracts with various payors whereby the Company is entitled to monthly PMPM fees to provide a defined range of healthcare services for members attributed to its contracted PCPs. The Company generally accepts full financial risk for such members and therefore is responsible for the cost of all healthcare services required by them. Substantially all of the Company’s receivable balances are from a small number of payors. Revenue from Medicare Advantage payors constitutes substantially all of the Company’s total revenue for the three and six months ended June 30, 2026 and 2025. Estimating revenue earned from these payors requires judgment, and changes to these estimates related to prior years were not material to total medical services revenue recognized for the three and six months ended June 30, 2026 and 2025.
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The following table provides the Company’s revenue concentrations with respect to major payors as a percentage of the Company’s total revenues:
Three Months Ended June 30, Six Months Ended June 30,
2026 2025 2026 2025
Payor A 20 % 14 % 21 % 15 %
Payor B 25 % 14 % 24 % 15 %
Payor C * 13 % * 12 %
Payor D * 10 % * *
Payor E * 12 % * 11 %
___________________________________________
*Less than 10% of total revenues.
The following table provides the Company’s concentrations of credit risk with respect to major payors as a percentage of receivables, net:
June 30, 2026 December 31, 2025
Payor A 11 % *
Payor B 20 % *
Payor C 11 % 15 %
Payor D 12 % 18 %
Payor E 11 % 10 %
Payor F * 14 %
___________________________________________
*Less than 10% of total receivables.
NOTE 4. Marketable Securities and Fair Value Measurements
Marketable Securities
The following table summarizes the Company’s marketable securities (in thousands):
June 30, 2026 December 31, 2025
Amortized Cost Gross Unrealized Gains Gross Unrealized Losses Fair Value Amortized Cost Gross Unrealized Gains Gross Unrealized Losses Fair Value
Corporate debt securities $ — $ — $ — $ — $ 6,991 $ 6 $ — $ 6,997
U.S. Treasury notes 78,423 65 (45) 78,443 103,620 813 (1) 104,432
$ 78,423 $ 65 $ (45) $ 78,443 $ 110,611 $ 819 $ (1) $ 111,429
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For the three months ended June 30, 2026, the Company recognized total interest income (included in other income (expense), net in the condensed consolidated statements of operations) of $2.5 million, of which $1.0 million was related to its marketable securities investments and $1.5 million was related to interest on cash and cash equivalent balances. For the three months ended June 30, 2025, the Company recognized total interest income (included in other income (expense), net in the condensed consolidated statements of operations) of $3.6 million, of which $2.6 million was related to its marketable securities investments and $1.0 million was related to interest on cash and cash equivalent balances. For the six months ended June 30, 2026, the Company recognized total interest income (included in other income (expense), net in the condensed consolidated statements of operations) of $5.4 million, of which $2.6 million was related to its marketable securities investments and $2.8 million was related to interest on cash and cash equivalent balances. For the six months ended June 30, 2025, the Company recognized total interest income (included in other income (expense), net in the condensed consolidated statements of operations) of $7.9 million, of which $5.7 million was related to its marketable securities investments and $2.2 million was related to interest on cash and cash equivalent balances.
The following table summarizes the Company’s marketable securities maturity as of June 30, 2026 (in thousands):
Year Amortized Cost Fair Value
2026 $ 25,740 $ 25,790
2027 27,979 27,993
2028 24,704 24,660
$ 78,423 $ 78,443
The following table summarizes the Company’s marketable securities with gross unrealized losses by security type aggregated by the length of time the investments have been in a continuous unrealized loss position as of June 30, 2026 (in thousands):
Less Than 12 Months 12 Months or Greater
Fair Value Gross Unrealized Losses Fair Value Gross Unrealized Losses
U.S. Treasury notes $ 17,653 $ 45 $ — $ —
The following table summarizes the Company’s marketable securities with gross unrealized losses by security type aggregated by the length of time the investments have been in a continuous unrealized loss position as of December 31, 2025 (in thousands):
Less Than 12 Months 12 Months or Greater
Fair Value Gross Unrealized Losses Fair Value Gross Unrealized Losses
Corporate debt securities $ — $ — $ — $ —
U.S. Treasury notes 12,932 1 — —
$ 12,932 $ 1 $ — $ —
The Company’s unrealized losses from marketable securities as of June 30, 2026 and December 31, 2025 were caused primarily by interest rate increases. There was no allowance for credit losses on available-for-sale marketable securities at June 30, 2026 or December 31, 2025. As of June 30, 2026, all of the Company’s marketable securities carry an investment grade rating by nationally recognized statistical rating organizations.
Fair Value Measurements
The Company’s financial instruments consist of cash and cash equivalents, restricted cash and equivalents, marketable securities, receivables, other liabilities, accounts payable, certain accrued expenses, and borrowings which consist of a term loan and a revolving credit facility. The carrying values of the financial instruments classified as current in the condensed consolidated balance sheets approximate their fair values due to their short-term maturities. The fair values of the term loan and revolving credit facility approximate the carrying values because the interest rates on such borrowings approximate market rates as of the reporting date. Such borrowings are classified within Level 2 of the fair
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value hierarchy. During the three and six months ended June 30, 2026 and 2025, there were no material transfers of financial assets or liabilities within the fair value hierarchy.
The Company measures and discloses the fair value of nonfinancial and financial assets and liabilities utilizing a hierarchy of valuation techniques based on whether the inputs to a fair value measurement are considered to be observable or unobservable in a marketplace. Observable inputs reflect market data obtained from independent sources, while unobservable inputs reflect the Company’s market assumptions. This hierarchy requires the use of observable market data when available. These inputs have created the following fair value hierarchy:
•Level 1—quoted prices for identical instruments in active markets;
•Level 2—quoted prices for similar instruments in active markets; quoted prices for identical or similar instruments in markets that are not active; and model-derived valuations in which significant inputs and significant value drivers are observable in active markets; and
•Level 3—fair value measurements derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable.
The table below summarizes the Company’s financial instruments measured at fair value on a recurring basis (in thousands):
June 30, 2026 December 31, 2025
Level 1 Level 2 Level 3 Level 1 Level 2 Level 3
Marketable securities:
Corporate debt securities $ — $ — $ — $ — $ 6,997 $ —
U.S. Treasury notes 78,443 — — 104,432 — —
$ 78,443 $ — $ — $ 104,432 $ 6,997 $ —
NOTE 5. Other Assets
The following table summarizes the Company’s other assets (in thousands):
June 30, 2026 December 31, 2025
Loans to physician partners $ 12,602 $ 14,158
Health plan deposits 2,077 2,077
Equity method investments(1) 65,080 59,787
Right-of-use lease assets 4,880 3,542
Other 3,518 3,887
$ 88,157 $ 83,451
___________________________________________
(1)See Note 12 for additional discussion related to the Company's equity method investments related to the Company’s CMS ACO Models investments.
Loans to Physician Partners
Loans to physician partners primarily represent loans in connection with taxes payable on shares distributed to them in connection with the Company’s initial public offering. These loans mature between 2026 and 2031 with nominal interest compounding annually and no prepayment penalties. Such loans are stated at the amount expected to be collected.
NOTE 6. Medical Claims and Related Payables
Medical services expense represents costs incurred for medical services provided to members by physicians, hospitals and other ancillary providers for which the Company is financially responsible and are paid by payors with whom the Company has contracted. Medical services expenses are recognized in the period in which services are provided and
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include estimates of claims that have been incurred but have either not yet been received, processed, or paid and as such, not reported.
Such estimates are developed using actuarial methods commonly used by health insurance actuaries that include a number of factors and assumptions including medical service utilization trends, changes in membership, observed medical cost trends, historical claim payment patterns and other factors. Generally, for the most recent months, the Company estimates claim costs incurred by applying observed medical cost trend factors to the average PMPM medical costs incurred in prior months for which more complete claims data are available.
Each period, the Company re-examines previously established medical claims payable estimates based on actual claim submissions and other changes in facts and circumstances. As more complete claims information becomes available, the Company adjusts its estimates and recognizes those changes in estimates in the period in which the change is identified. The difference between the estimated liability and the actual settlements of claims is recognized in the period the claims are settled. The Company’s medical claims payable balance represents management’s best estimate of its liability for unpaid medical costs as of June 30, 2026 and 2025. The Company uses judgment to determine the appropriate assumptions for developing the required estimates.
The following table presents the components of changes in medical claims and related payables (in thousands):
June 30,
2026 2025
Medical claims and related payables, beginning of the year $ 895,284 $ 918,395
Components of incurred costs related to:
Current year 2,601,717 2,810,528
Prior years (35,854) 36,584
2,565,863 2,847,112
Claims paid related to:
Current year (1,631,597) (1,821,175)
Prior years (842,318) (930,606)
(2,473,915) (2,751,781)
Medical claims and related payables, end of the period $ 987,232 $ 1,013,726
Medical claims and related payables also include $35.3 million and $34.5 million, as of June 30, 2026 and December 31, 2025, respectively, that is recoverable from other parties under risk sharing arrangements and is presented as prepaid expenses and other current assets, net in the condensed consolidated balance sheets.
NOTE 7. Other Liabilities
The following table summarizes the Company’s other liabilities (in thousands):
June 30, 2026 December 31, 2025
Other long-term contingencies $ 16,000 $ 35,000
Lease liabilities, long-term 3,154 1,827
Equity method liabilities – CMS ACO Models(1) 13,312 12,156
Other 3,617 3,338
$ 36,083 $ 52,321
__________________________________________
(1)See Note 12 for additional discussion related to the Company's equity method liabilities related to its CMS ACO Models investments.
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NOTE 8. Debt
On February 18, 2021, the Company 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 Amendment to Credit Agreement, dated as of February 12, 2026 (the “Third Amendment”), and the Fourth Amendment to Credit Agreement, dated as of April 9, 2026, the “Credit Agreement”), which includes: (i) a secured term loan facility (the “Secured Term Loan Facility”) and (ii) a senior secured revolving credit facility (the “Secured Revolving Facility,” and together with the Secured Term Loan Facility, the “Credit Facility”). The Third Amendment, among other changes, (a) extended the stated maturity date from February 18, 2026 to February 18, 2028; (b) amended certain covenant “baskets” to be measured as a percentage of EBITDA rather than, or as an alternative to, Consolidated Total Assets; (c) required that the Company maintains a minimum of $50.0 million in Total Cash as of the end of each Business Day; (d) conditioned certain payments, including dividends, to Holdings under the available amount “basket” on the Company achieving positive EBITDA for two consecutive trailing four-quarter periods each ending after the Third Amendment effective date; (e) required that any reduction in outstanding letters of credit be accompanied by a corresponding prepayment of term loans; (f) reduced the aggregate amount of revolving credit commitments from $100.0 million to $90.0 million; and (g) required cash collateralization at 103% of the amount of each letter of credit outstanding (recorded as restricted cash on the condensed consolidated balance sheets). Concurrently with the effectiveness of the Third Amendment, the Company executed and delivered an unsecured guaranty of management’s obligations under the Credit Agreement. All capitalized terms used herein, but not defined herein, shall have the meanings ascribed to such terms in the Third Amendment.
As of June 30, 2026, the Company had $31.5 million outstanding under the Secured Term Loan Facility and availability under the Secured Revolving Facility was $20.8 million, as the Company had outstanding letters of credit totaling $69.2 million. The standby letters of credit are automatically extended without amendment for one-year periods, unless the Company notifies the institution in advance of the expiration date that the letter will be terminated. No amounts have been drawn on the outstanding letters of credit as of June 30, 2026.
The Secured Overnight Financing Rate (“SOFR”) is used as a benchmark interest rate in accordance with the Credit Agreement. At the Company’s 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, the Company pays a commitment fee on the unfunded Secured Revolving Facility amount of 0.375%. The Company must also pay customary letter of credit fees. As of June 30, 2026, the effective interest rate on the Secured Term Loan Facility was 10.179%.
The Credit Facility is guaranteed by certain of the Company’s subsidiaries, including those identified as VIEs, 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. Failure to meet any of these covenants could result in an event of default under the Credit Agreement. If an event of default occurs, the lenders could elect to declare all amounts outstanding under the Credit Agreement to be immediately due and payable. As of June 30, 2026, the Company was in compliance with all covenants under the Credit Facility.
As of June 30, 2026, the Company had $32.4 million outstanding surety bonds related to health plan payor risk-bearing capital contributions.
NOTE 9. Commitments and Contingencies
Legal Proceedings
From time to time, the Company is a party to, or has a significant relationship to, legal proceedings, lawsuits, and other claims that arise in the ordinary course of the Company's business. Except as described below, the Company is not aware of any other legal proceedings or claims that it believes may have, individually or taken together, a material adverse effect on the Company's business, prospects, financial condition, results of operations or cash flows. The Company’s policy is to expense legal costs as they are incurred.
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In February and March 2024, three putative securities class action lawsuits were filed and subsequently consolidated as In re agilon health, inc. Securities Litigation, No. 1:24-cv-00297 (W.D. Tex.) (the “Consolidated Securities Matter”). The Consolidated Securities Matter names the Company and certain current and former executive officers and directors of the Company, among others as defendants and asserts claims under Sections 10(b) and 20(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and Sections 11, 12(a)(2), and 15 of the Securities Act of 1933, as amended (the “Securities Act”) based on alleged misstatements between April 2021 and February 2024 in the Company’s annual and quarterly reports, investor presentations and earnings releases concerning, among other things, financial guidance, medical margin, Adjusted EBITDA, growth strategy, and data management. The Consolidated Securities Matter seeks compensatory damages, judgment interest, attorney’s fees and costs, and other unspecified equitable and/or injunctive relief. In August 2025, the court dismissed certain claims, including all Securities Act claims and portions of the Exchange Act claims, and allowed others to proceed. Discovery is ongoing. On April 6, 2026, Plaintiffs filed a motion for class certification. Defendants filed their opposition to the motion on June 29, 2026.
In May and October 2024, two putative stockholder derivative actions were filed and subsequently consolidated as In re agilon health, inc. Shareholder Derivative Litigation, No. 1:24-cv-00531 (W.D. Tex.) (the “Consolidated Derivative Matter”). On April 23, 2026, the lead plaintiffs filed an amended complaint, which names the Company and certain current and former executive officers and directors of the Company as defendants, along with CD&R Vector Holdings, L.P. Plaintiffs in the Consolidated Derivative Matter generally assert claims under Sections 14(a), 10(b) and 20(a) of the Exchange Act, as well as common law claims including breach of fiduciary duty, among others, based on allegations similar to those in the Consolidated Securities Matter. The Consolidated Derivative Matter seeks damages, corporate governance reforms, restitution, contribution under Section 21D of the Exchange Act, attorney’s fees and costs, and other relief. Defendants filed a motion to dismiss the amended complaint on June 24, 2026.
On December 31, 2025, a putative securities class action, Vandersluis v. agilon health, Inc., No. 1:25-cv-07167 (E.D.N.Y.), was filed, naming the Company and certain current and former executive officers and directors of the Company as defendants. The complaint asserts claims under Sections 10(b) and 20(a) of the Exchange Act based on alleged misstatements between February and August 2025 in the Company’s quarterly reports and earnings releases related to, among other things, the Company’s financial guidance, medical margin and Adjusted EBITDA results and seeks damages on behalf of a purported class of stockholders. Plaintiffs filed an amended complaint on June 29, 2026.
On February 12, 2026, a putative stockholder derivative action lawsuit, Sinha v. Sell et al., No. 1:26-cv-00846 (E.D.N.Y.) (“Sinha”), was filed, naming the Company and certain current and former executive officers and directors of the Company as defendants. Sinha asserts claims under Sections 14(a) and 10(b) of the Exchange Act, as well as common law claims including breach of fiduciary duty, among others, in connection with statements made between February 2025 and August 2025 in the Company’s quarterly reports and earnings releases related to, among other things, the Company’s financial guidance, medical margin, and Adjusted EBITDA results. Sinha seeks corporate governance reforms, restitution, attorney’s fees and costs, and other relief. The parties have entered into a stipulation to stay this lawsuit until the earlier of dismissal of the related securities class action (Vandersluis) or the close of discovery in that action.
The Company intends to vigorously defend the foregoing matters; however, at this time, the Company is unable to predict the outcome or reasonably estimate a range of possible loss.
NOTE 10. Net Income (Loss) Per Common Share
Basic net income (loss) per common share (“EPS”) is computed based upon the weighted average number of common shares outstanding. Diluted net income (loss) per common share is computed based upon the weighted average number of common shares outstanding plus the impact of common shares issuable from the assumed conversion of stock options, certain performance restricted stock units, and unvested restricted stock units. Only those instruments having a dilutive impact on basic net income (loss) per share are included in diluted net income (loss) per share during the periods presented.
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The following table illustrates the computation of basic and diluted EPS (in thousands, except per share amounts):
Three Months Ended June 30, Six Months Ended June 30,
2026 2025 2026 2025
Numerator
Income (loss) from continuing operations $ 17,956 $ (104,370) $ 47,872 $ (106,258)
Income (loss) from discontinued operations — — 19,000 14,000
Net income (loss) $ 17,956 $ (104,370) $ 66,872 $ (92,258)
Denominator
Weighted average shares outstanding – basic 16,705 16,553 16,653 16,535
Weighted average shares outstanding – diluted 17,213 16,553 16,884 16,535
Basic earnings per common share:
Continuing operations $ 1.07 $ (6.31) $ 2.88 $ (6.43)
Discontinued operations — — 1.14 0.85
Net income (loss) $ 1.07 $ (6.31) $ 4.02 $ (5.58)
Diluted earnings per common share:
Continuing operations $ 1.04 $ (6.31) $ 2.84 $ (6.43)
Discontinued operations — — 1.12 0.85
Net income (loss) $ 1.04 $ (6.31) $ 3.96 $ (5.58)
Number of antidilutive stock options and restricted stock excluded from computation 828 1,864 1,145 1,864
NOTE 11. Supplemental Cash Flow Information
The following table provides supplemental cash flow information (in thousands):
Six Months Ended June 30,
2026 2025
Supplemental cash flow information:
Interest paid $ 3,599 $ 2,659
Income taxes paid 900 480
Supplemental disclosure of non-cash investing and financing activities:
Right-of-use asset obtained in exchange for new operating lease liability 2,146 1,602
The following table summarizes cash, cash equivalents and restricted cash equivalents (in thousands):
June 30, 2026 December 31, 2025
Cash and cash equivalents $ 107,184 $ 173,713
Restricted cash and equivalents 71,627 —
Cash, cash equivalents and restricted cash equivalents $ 178,811 $ 173,713
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NOTE 12. Variable Interest Entities
Consolidated Variable Interest Entities
agilon health, inc.’s consolidated assets and liabilities as of June 30, 2026 and December 31, 2025 include certain assets of VIEs that can only be used to settle the liabilities of the related VIE. The VIE creditors do not have recourse to agilon health, inc.
agilon health, inc.’s consolidated assets and liabilities include VIE assets and liabilities as follows (in thousands):
June 30, 2026 December 31, 2025
Assets
Cash and cash equivalents $ 31,849 $ 69,242
Receivables, net 1,059,132 672,773
Prepaid expenses and other current assets, net 41,203 37,831
Property and equipment, net 556 632
Intangible assets, net 50,604 55,482
Other assets, net 3,940 4,233
Liabilities
Medical claims and related payables 1,022,506 929,770
Accounts payable and accrued expenses 235,564 105,157
Other liabilities 1,063 1,285
Risk-bearing Entities. At June 30, 2026, the Company operates 32 wholly-owned risk-bearing entities (“RBEs”) for the purpose of entering into risk-bearing contracts with payors. Each RBE’s equity at risk is considered insufficient to finance its activities without additional support, and, therefore, each RBE is considered a VIE. The Company consolidates the RBEs as it has determined that it is the primary beneficiary because it has: (i) the ability to control the activities that most significantly impact the RBEs’ economic performance; and (ii) the obligation to absorb losses or right to receive benefits that could potentially be significant to the RBEs. Specifically, the Company has the unilateral ability and authority, through the RBE governance and management agreements, to make significant decisions about strategic and operating activities of the RBEs, including negotiating and entering into risk-bearing contracts with payors, and approving the RBEs’ annual operating budgets. The Company also has the obligation to fund losses of the RBEs and the right to receive a significant percentage of any financial surplus generated by the RBEs. The assets of the RBEs primarily consist of cash and cash equivalents, receivables, net, intangible assets, net, and other assets. Its obligations primarily consist of medical claims and related payables as well as operating expenses of the RBEs (accounts payable and accrued expenses), including incentive compensation obligations to the Company’s physician partners. On February 18, 2021, the Company executed the Credit Facility, which is guaranteed by certain of the Company’s VIEs. Assets generated by the RBEs (primarily from medical services revenues) may be used, in certain limited circumstances, to settle the Company’s contractual debt obligations.
Unconsolidated Variable Interest Entities
As of June 30, 2026, the Company had 11 equity method investments (liabilities), including nine wholly-owned CMS ACO Models entities discussed below, that were deemed to be VIEs. The Company has determined that the activities that most significantly impact the performance of these VIEs consist of the allocation of resources to and other decisions related to clinical activities and provider contracting decisions. Because the Company does not have the ability to control these activities due to another party’s control of the VIEs’ board of directors, the Company has determined that it is not the primary beneficiary of and therefore does not consolidate these VIEs. The Company provided support to assist its CMS ACO Models investments in obtaining surety bonds related to risk-bearing capital contributions to CMS. As of June 30, 2026 and December 31, 2025, the CMS ACO Models investments had $133.0 million and $131.6 million, respectively, of outstanding surety bonds. The Company's maximum loss exposure as a result of the Company’s involvement with the unconsolidated VIEs cannot be quantified as the Company has the obligation to provide ongoing operational support to the unconsolidated VIEs, as needed.
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Equity Method Investments
The following table summarizes the Company’s equity method investees (in thousands):
June 30, 2026 December 31, 2025
Equity method investments - Other(1) $ 9,423 $ 9,354
Equity method investments - CMS ACO Models(1) 55,657 50,433
Equity method liabilities - CMS ACO Models(2) (13,312) (12,156)
___________________________________________
(1)Included in Other assets, net in the condensed consolidated balance sheets.
(2)Included in Other liabilities in the condensed consolidated balance sheets.
At June 30, 2026, the Company is a partner in nine wholly-owned CMS ACO Models investments in collaboration with 12 of its physician group partners operating in 12 geographies. The combined summarized operating results of the Company’s CMS ACO Models investments are as follows (in thousands):
Three Months Ended June 30, Six Months Ended June 30,
2026 2025 2026 2025
Medical services revenue $ 379,268 $ 434,806 $ 819,113 $ 848,271
Medical services expense (352,441) (401,902) (720,139) (753,755)
Other medical expenses(1) (14,525) (17,848) (54,609) (54,090)
Income (loss) from operations(2) (4,551) 6,396 10,285 22,609
Net income (loss)(3) (7,590) 5,395 4,069 18,072
___________________________________________
(1)The three months ended June 30, 2026 and 2025, includes physician incentive expenses of $7.8 million and $8.8 million, respectively. The six months ended June 30, 2026 and 2025, includes physician incentive expenses of $41.5 million and $36.6 million, respectively.
(2)The three months ended June 30, 2026 and 2025, includes operating expenses for services provided by the Company of $12.4 million and $4.3 million, respectively. The six months ended June 30, 2026 and 2025, includes operating expenses for services provided by the Company of $24.9 million and $8.5 million, respectively.
(3)Included in Income (loss) from equity method investments in the condensed consolidated statements of operations.
The combined summarized balance sheet of the Company’s CMS ACO Models investments are as follows (in thousands):
June 30, 2026 December 31, 2025
Current assets $ 368,467 $ 222,398
Noncurrent assets 6,600 4,033
Total assets 375,067 226,431
Current and total liabilities 332,722 188,155
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