← Back to ALHC filing summaryOriginal filing text · Part I
Item 2 — Management's Discussion and Analysis
Alignment Healthcare, Inc. · 10-Q · Q2 FY2026 · Period ended Jun 30, 2026
View complete filing on SEC EDGAR ↗This is the extracted source text from the SEC filing. Formatting may differ from the original document.
MANAGEMENT’S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The following discussion and analysis should be read in conjunction with our audited financial statements and the accompanying notes as well as “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” included in our Annual Report on Form 10-K for the year ended December 31, 2025 (our "Annual Report"), as well as our unaudited condensed consolidated financial statements and related notes presented herein in Part I, Item 1 included elsewhere in this Quarterly Report. Unless the context otherwise indicates or requires, the terms “we”, “our” and the “Company” as used herein refer to Alignment Healthcare, Inc. and its consolidated subsidiaries.
In addition to historical data, the discussion contains forward-looking statements about the business, operations and financial performance of the Company based on our current expectations that involves risks, uncertainties and assumptions. Actual results could differ materially from those discussed in or implied by forward-looking statements as a result of various factors, including those discussed above in "Forward-Looking Statements," and Part II, Item 1A, "Risk Factors.”
Overview
Alignment is a next generation, consumer-centric and clinically focused platform designed to improve the healthcare experience for seniors. We deliver this experience through our Medicare Advantage plans, which are customized to meet the needs of a diverse array of seniors. Our innovative model of consumer-centric healthcare is purpose-built to provide seniors with care as it should be: high quality, low cost and accompanied by a vastly improved consumer experience. We combine a proprietary technology platform and a high-touch clinical model that enhances our members’ lifestyles and health outcomes while simultaneously controlling costs, which allows us to reinvest savings back into our platform and products to directly benefit the senior consumers.
We have grown Health Plan Membership, which we define as members enrolled in our health maintenance organization ("HMO") and preferred provider organization ("PPO") contracts (the "Alignment Health Plan"), from approximately 13,000 members at inception to 294,100 members as of June 30, 2026, representing a 30% compound annual growth rate. Our ultimate goal is to bring this differentiated, advocacy-driven healthcare experience to millions of senior consumers in the United States and to become the most trusted senior healthcare brand in the country.
For the 2026 plan year, Alignment offers plans in 45 markets across California (22 markets), North Carolina (16 markets), Nevada (2 markets), Arizona (3 markets) and Texas (2 markets). There are approximately 8.5 million Medicare-eligible seniors in our current markets.
Factors Affecting Our Performance
Our unique clinical model, led by employed clinical teams known as Care Anywhere, acts upon insights derived from our proprietary technology platform, AVA. This integration between our technology and employed care model is a key element of our business with capabilities that we expect to impact our future performance. AVA’s data insights, combined with the clinical control of our care model, enable us to personalize and manage our member relationships, care quality, and to coordinate and manage risk with our provider partners. AVA’s unified platform, analytical tools and data across the healthcare ecosystem enable us to produce consistent outcomes, unit economics and support new member growth. Additionally, our historical financial performance has been, and we expect our financial performance in the future will be, driven by our ability to:
•Capitalize on Our Existing Market Growth Opportunity: Our ability to attract and retain members to grow in our existing markets depends on our ability to offer a superior value proposition. We routinely take market share from large established players in highly competitive markets, a key source of our health plan membership growth in excess of the industry average. We believe that there are still significant opportunities for future growth even in some of our most mature markets where we have approximately 10-30% market share. As of June 30, 2026, we have approximately 294,100 Health Plan Members, which, according to CMS data, represent only 6% market share of Medicare Advantage enrollees in our markets.
26
•Drive Growth and Consistent Outcomes Through New Market Expansion: As part of our long-term growth strategy, we may enter new markets with the goal of building brand awareness across our key stakeholders to achieve meaningful market share over time. We intend to focus on markets with significant senior populations where we expect to be able to replicate our model most effectively. Our existing markets also feature a diverse array of membership profiles across ethnicities, income levels and acuity. Since 2020, we have expanded into 29 markets and four states.
•Provide Superior Service, Care and Consumer Satisfaction: We are highly focused on providing superior service and care to our members and on maintaining high levels of consumer satisfaction, which are key to our financial performance and growth. The CMS Five Star Quality Rating System provides economic incentives to Medicare Advantage plans that achieve higher Star ratings by (i) meeting certain care criteria (such as completing particular preventative screening procedures or ensuring proper follow-up care is provided for specific conditions or episodes) and (ii) receiving high member satisfaction ratings. These incentives impact financial performance in the year following the CMS Rating Year (for example, CMS’s announcement of the 2026 Ratings occurred in the second half of 2025 and will impact our financial performance in 2027). One hundred percent of our health plan members are enrolled in plans rated 4 stars and above, meaning our members consistently receive a high-quality care experience, as defined under CMS star measurement criteria. The California HMO plan has achieved a 4 star or greater rating for nine consecutive years.
•Effectively Manage the Quality of Care to Improve Member Outcomes: Our care delivery model is based on a clinical continuum through which we have created a highly personalized experience that is unique to each member depending on their personal health and circumstances. Utilizing data and predictive analytics generated by AVA, our clinical continuum separates seniors into four categories in order to provide optimized care for every stage of a senior’s life: healthy, healthy utilizer, pre-chronic and chronic. We partner with our broader network of community providers to service members in our non-chronic categories, and we have developed a Care Anywhere program implemented by our internal clinical teams to care for our higher risk and/or chronically ill members. By investing in our members’ care proactively, our model has consistently reduced unnecessary and costly care while improving the quality of our members’ lifestyle and healthcare experience. By delivering superior care and preventing avoidable utilization of the healthcare system, we are able to reduce our claims expenditures in some of our largest medical expense categories, which translates to superior medical benefits ratio (“MBR”) financial performance and ultimately the ability to offer richer products in the market.
•Achieve Superior Unit Economics: As our senior population ages, their healthcare needs become more frequent and complex. To combat the healthcare cost increases that typically result, we proactively look to (i) connect with our population early in their enrollment with Alignment to assess their care needs, (ii) develop care plans and engage those members with more chronic, complex health challenges in our clinical model, and (iii) continue to monitor and evaluate our healthier members in a preventative fashion over time. Given the Medicare Advantage payment mechanism and the retention of the vast majority of our members who continue to choose Alignment after their initial selection year, we are able to focus our efforts on driving favorable long-term health outcomes for our entire population. As a result, our clinical model efforts have demonstrated the ability to lower the MBRs of our returning members. We believe this is evidence of our ability to manage the financial risk of our members as they age, and that these favorable underlying unit economic trends translate directly to our ability to continue to deliver a richer product to the marketplace. With this dynamic in mind, our consolidated MBR may be impacted year-to-year based on our pace of new member growth and mix of members by cohort. However, we believe our ability to sustain MBR performance improvement over time positions us well to invest in new member growth to drive long-term financial performance.
•Invest in our Platform and Growth: We plan to continue to invest in our business in order to further develop our AVA platform, pursue new expansion opportunities and create innovative product offerings. In addition, in order to maintain a differentiated value proposition for our members, we continue to invest in innovative product offerings and supplemental benefits to meet the evolving needs of the senior consumer. We anticipate further investments in our business as we expand into new markets and pursue strategic acquisitions, which we expect will primarily be focused on healthcare delivery groups in key geographies, standalone and provider-sponsored Medicare Advantage plans and other complementary risk bearing assets.
27
•Navigate Seasonality to our Business: Our operational and financial results will experience some variability depending upon the time of year in which they are measured. We experience the largest portion of member growth during the first quarter, when plan enrollment selections made during the annual enrollment period ("AEP") from October 15th through December 7th of the prior year take effect. As a result, we expect to see a significant percentage of our member growth occur on January 1 of a given calendar year. As the year progresses, our per-member revenue often declines as new members join us, typically with less complete or accurate documentation (and therefore lower risk-adjustment scores), and senior mortality disproportionately impacts our higher-acuity (and therefore greater revenue) members. Medical costs will vary seasonally depending on a number of factors, but most significantly the seasons. Certain illnesses, such as the influenza virus, are far more prevalent during colder months of the year, which will result in an increase in medical expenses during these time periods. We therefore expect to see higher levels of per-member medical costs in the first and fourth quarters. The design of our prescription drug coverage (Medicare Part D) results in coverage that varies as a member’s cumulative out-of-pocket costs pass through successive stages of a member’s plan period, which begins annually on January 1 for renewals. In addition, we expect our corporate, general and administrative expenses to increase in absolute dollars for the foreseeable future to support our growth. Due to the timing of many of these investments, including our primary sales and marketing season, we typically incur a greater level of investment in the second half of the year relative to the first half of the year.
28
Executive Summary
The following table presents key financial statistics for the periods indicated:
Three Months Ended June 30, Six Months Ended June 30,
(dollars in '000's, except percentages) 2026 2025 % Change 2026 2025 % Change
Health plan membership (at period end) 294,100 223,700 31.5 % 294,100 223,700 31.5 %
Medical benefits ratio 86.3 % 86.7 % (0.4) % 87.2 % 87.5 % (0.3) %
Revenues $ 1,335,633 $ 1,015,288 31.6 % $ 2,570,830 $ 1,942,220 32.4 %
Income from Operations $ 42,100 $ 22,748 85.1 % $ 57,603 $ 17,355 231.9 %
Net income $ 36,560 $ 15,653 133.6 % $ 47,976 $ 6,299 661.6 %
Adjusted EBITDA(1) $ 68,145 $ 45,913 48.4 % $ 105,996 $ 66,091 60.4 %
Adjusted gross profit(1) $ 182,853 $ 135,175 35.3 % $ 328,767 $ 242,392 35.6 %
(1)See "Adjusted EBITDA" and "Adjusted Gross Profit" below for a reconciliation to the most directly comparable financial measure calculated in accordance with GAAP and related disclosures.
Health Plan Membership
We define Health Plan Membership as the number of members enrolled in our HMO and PPO contracts as of the end of a reporting period. We believe this is an important metric to assess growth of our underlying business, which is indicative of our ability to consistently offer a superior value proposition to seniors.
As of January 1, 2026, we no longer participate in the ACO Reach program.
Adjusted Gross Profit and Medical Benefits Ratio
Adjusted gross profit is a non-GAAP financial measure that we define as income (loss) from operations before depreciation and amortization, medical equity-based compensation expense, and selling, general, and administrative expenses. Adjusted gross profit is a key measure used by our management and Board to understand and evaluate our operating performance and trends before the impact of our consolidated selling, general and administrative expenses.
Adjusted gross profit should not be considered in isolation of, or as an alternative to, measures prepared in accordance with GAAP. There are a number of limitations related to the use of adjusted gross profit in lieu of income (loss) from operations, which is the most directly comparable financial measure calculated in accordance with GAAP.
Our use of the term adjusted gross profit may vary from the use of similar terms by other companies in our industry and accordingly may not be comparable to similarly titled measures used by other companies.
Adjusted gross profit is reconciled as follows:
Three Months Ended June 30, Six Months Ended June 30,
2026 2025 2026 2025
(dollars in thousands)
Income from operations $ 42,100 $ 22,748 $ 57,603 $ 17,355
Add back:
Equity-based compensation (medical expenses) 1,893 1,594 3,304 2,746
Depreciation (medical expenses) 3 33 26 66
Depreciation and amortization(1) 7,854 7,003 15,693 14,597
Selling, general, and administrative expenses 131,003 103,797 252,141 207,628
Total add back 140,753 112,427 271,164 225,037
Adjusted gross profit $ 182,853 $ 135,175 $ 328,767 $ 242,392
(1)Amortization expense for the six months ended June 30, 2025 includes $0.6 million in impairment expense related to the remeasurement of goodwill associated with one of our subsidiaries. There was no impairment expense for the three months ended June 30, 2025.
29
We calculate our MBR by dividing total medical expenses, excluding depreciation, and medical equity-based compensation, by total revenues in a given period. We believe our MBR is an indicator of our adjusted gross profit margin for our Medicare Advantage plans and demonstrates the ability of our clinical model to produce differentiated outcomes by identifying and providing targeted care to our high-risk members resulting in improved member health and reduced total population medical expenses. We expect that this metric may fluctuate over time due to a variety of factors, including our pace of new member growth given that new members typically join Alignment with higher MBRs, while our model has demonstrated an ability to improve MBR for a given cohort over time.
We determine, on an annual basis, whether we have satisfied the CMS minimum Medical Loss Ratio of 85%. As part of this process, adjustments are made to the MBR calculation to include certain additional expenses related to improving the quality of care provided, and to exclude certain taxes and fees, in each case as permitted or required by CMS and applicable regulatory requirements.
Adjusted EBITDA
Adjusted EBITDA is a non-GAAP financial measure that we define as net income (loss) before interest expense, income taxes, depreciation and amortization expense, certain litigation costs, gains or losses on sale of property and equipment, and equity-based compensation expense. Adjusted EBITDA is a key measure used by our management and our Board to understand and evaluate our operating performance and trends, to prepare and approve our annual budget and to develop short and long-term operating plans. In particular, we believe that the exclusion of the amounts eliminated in calculating Adjusted EBITDA provides useful measures for period-to-period comparisons of our business, as we do not consider the excluded items to be part of our ongoing results of operations. Given our intent to continue to invest in our platform and the scalability of our business in the short to medium-term, we believe Adjusted EBITDA over the long term will be an important indicator of value creation.
Adjusted EBITDA should not be considered in isolation of, or as an alternative to, measures prepared in accordance with GAAP. There are a number of limitations related to the use of Adjusted EBITDA in lieu of net income (loss), which is the most directly comparable financial measure calculated in accordance with GAAP.
Our use of the term Adjusted EBITDA may vary from the use of similar terms by other companies in our industry and accordingly may not be comparable to similarly titled measures used by other companies.
Adjusted EBITDA is reconciled as follows:
Three Months Ended June 30, Six Months Ended June 30,
2026 2025 2026 2025
(dollars in thousands)
Net income $ 36,560 $ 15,653 $ 47,976 $ 6,299
Less: Net loss attributable to noncontrolling interest — 14 — 254
Adjustments:
Interest expense 4,275 3,950 8,337 7,900
Depreciation and amortization(1) 7,857 7,036 15,719 14,663
Income taxes 1,266 3,224 1,291 3,245
Equity-based compensation(2) 18,174 15,553 32,193 32,740
Litigation costs (3) 14 555 481 1,062
Gain on sale of property and equipment (1) (72) (1) (72)
Adjusted EBITDA $ 68,145 $ 45,913 $ 105,996 $ 66,091
(1)Amortization expense for the six months ended June 30, 2025 includes $0.6 million in impairment expense related to the remeasurement of goodwill associated with one of our subsidiaries. There was no impairment expense for the three months ended June 30, 2025.
(2)Represents equity-based compensation related to grants made in the applicable year.
(3)Represents litigation costs considered outside of the ordinary course of business based on the following considerations which we assess regularly: (i) the frequency of similar cases that have been brought to date, or are expected to be brought within two years, (ii) complexity of the case, (iii) nature of the remedies sought, (iv) litigation posture of the Company, (v) counterparty involved, and (vi) the Company's overall litigation strategy.
30
Results of Operations
The following table sets forth our consolidated statements of operations data for the periods indicated:
Three Months Ended June 30, Six Months Ended June 30,
2026 2025 2026 2025
(dollars in thousands)
Revenues:
Earned premiums $ 1,326,625 $ 1,006,203 $ 2,553,191 $ 1,924,246
Other 9,008 9,085 17,639 17,974
Total revenues 1,335,633 1,015,288 2,570,830 1,942,220
Expenses:
Medical expenses 1,154,676 881,740 2,245,393 1,702,640
Selling, general, and administrative expenses 131,003 103,797 252,141 207,628
Depreciation and amortization 7,854 7,003 15,693 14,597
Total expenses 1,293,533 992,540 2,513,227 1,924,865
Income from operations 42,100 22,748 57,603 17,355
Other expenses:
Interest expense 4,275 3,950 8,337 7,900
Other income, net (1) (79) (1) (89)
Total other expense 4,274 3,871 8,336 7,811
Income before income taxes 37,826 18,877 49,267 9,544
Provision for income taxes 1,266 3,224 1,291 3,245
Net income $ 36,560 $ 15,653 $ 47,976 $ 6,299
Less: Net loss attributable to noncontrolling interest — 14 — 254
Net income attributable to Alignment Healthcare, Inc. $ 36,560 $ 15,667 $ 47,976 $ 6,553
31
The following table sets forth our consolidated statements of operations data expressed as a percentage of total revenues for the periods indicated:
Three Months Ended June 30, Six Months Ended June 30,
2026 2025 2026 2025
(% of revenue)
Revenues:
Earned premiums 99.3 % 99.1 % 99.3 % 99.1 %
Other 0.7 0.9 0.7 0.9
Total revenues 100.0 100.0 100.0 100.0
Expenses:
Medical expenses 86.5 86.8 87.3 87.7
Selling, general and administrative expenses 9.8 10.2 9.8 10.7
Depreciation and amortization 0.6 0.7 0.6 0.8
Total expenses 96.9 97.7 97.7 99.2
Income from operations 3.1 2.3 2.3 0.8
Other expenses:
Interest expense 0.3 0.4 0.3 0.4
Other income, net — — — —
Total other expense 0.3 0.4 0.3 0.4
Income before income taxes 2.8 1.9 2.0 0.4
Provision for income taxes 0.1 0.3 0.1 0.2
Net income 2.7 1.6 1.9 0.2
Less: Net loss attributable to noncontrolling interest — — — —
Net income attributable to Alignment Healthcare, Inc. 2.7 % 1.6 % 1.9 % 0.2 %
Revenues
Three Months Ended June 30, Change
2026 2025 $ %
(dollars in thousands)
Revenues:
Earned premiums $ 1,326,625 $ 1,006,203 $ 320,422 31.8 %
Other 9,008 9,085 (77) (0.8) %
Total revenues $ 1,335,633 $ 1,015,288 $ 320,345 31.6 %
Six Months Ended June 30, Change
2026 2025 $ %
(dollars in thousands)
Revenues:
Earned premiums $ 2,553,191 $ 1,924,246 $ 628,945 32.7 %
Other 17,639 17,974 (335) (1.9) %
Total revenues $ 2,570,830 $ 1,942,220 $ 628,610 32.4 %
Earned Premiums. Earned premium revenues were $1,326.6 million and $1,006.2 million for the three months ended June 30, 2026 and 2025, respectively, an increase of $320.4 million or 31.8%. Earned premium revenues were $2,553.2 million and $1,924.2 million for the six months ended June 30, 2026 and 2025, respectively, an increase of $628.9 million or
32
32.7%. The increase was primarily driven by growth in our Health Plan membership, which increased 31.5% between June 30, 2025 and June 30, 2026.
Other Revenue. Other revenue decreased $0.1 million for the three months ended June 30, 2026 compared to the three months ended June 30, 2025, a decrease of 0.8%. Other revenue decreased $0.3 million for the six months ended June 30, 2026 compared to the six months ended June 30, 2025, a decrease of 1.9%. The decrease is mainly attributable to the Company no longer participating in the ACO Reach program and a decrease in revenue from services provided to third-party providers. This decrease was offset by an increase in our average interest earning cash balances and current investments. Cash and cash equivalents, and other current investments were $701.7 million as of June 30, 2026 compared to $503.7 million as of June 30, 2025.
Expenses
Three Months Ended June 30, Change
2026 2025 $ %
(dollars in thousands)
Expenses:
Medical expenses $ 1,154,676 $ 881,740 $ 272,936 31.0 %
Selling, general and administrative expenses 131,003 103,797 27,206 26.2 %
Depreciation and amortization 7,854 7,003 851 12.2 %
Total expenses $ 1,293,533 $ 992,540 $ 300,993 30.3 %
Six Months Ended June 30, Change
2026 2025 $ %
(dollars in thousands)
Expenses:
Medical expenses $ 2,245,393 $ 1,702,640 $ 542,753 31.9 %
Selling, general and administrative expenses 252,141 207,628 44,513 21.4 %
Depreciation and amortization 15,693 14,597 1,096 7.5 %
Total expenses $ 2,513,227 $ 1,924,865 $ 588,362 30.6 %
Medical Expenses Medical expenses were $1,154.7 million and $881.7 million for the three months ended June 30, 2026 and 2025, respectively, an increase of $272.9 million, or 31.0%. Medical expenses were $2,245.4 million and $1,702.6 million for the six months ended June 30, 2026 and 2025, respectively, an increase of $542.8 million, or 31.9%. The increase was driven primarily by the growth in Alignment’s Health Plan membership, which increased 31.5% between June 30, 2025 and June 30, 2026 The increase was also due to higher benefits for members in certain plans and an increase in unit costs.
Selling, General and Administrative Expenses. Selling, general and administrative expenses were $131.0 million and $103.8 million for the three months ended June 30, 2026 and 2025, respectively, an increase of $27.2 million, or 26.2%. Selling, general and administrative expenses were $252.1 million and $207.6 million for the six months ended June 30, 2026 and 2025, respectively, an increase of $44.5 million, or 21.4%. The increase was primarily due to an increase in ongoing investments and expenditures in operations, technology, network development, and sales and marketing to drive the growth of Alignment's Health Plan membership. Selling, general, and administrative expenses as a percentage of revenue decreased from 10.2% to 9.8% for the three months ended June 30, 2026 compared to the three months ended June 30, 2025, and from 10.7% to 9.8% for the six months ended June 30, 2026 compared to the six months ended June 30, 2025. The decrease as a percentage of revenues is mainly attributable to economies of scale gained from Alignment's membership growth.
Depreciation and Amortization. Depreciation and amortization expense was $7.9 million and $7.0 million for the three months ended June 30, 2026 and 2025, respectively, an increase of $0.9 million, or 12.2%. Depreciation and amortization expense was $15.7 million and $14.6 million for the six months ended June 30, 2026 and 2025, respectively, an increase of $1.1 million, or 7.5%. The increase was primarily due to the amount and timing of our capital expenditures and the
33
associated depreciation relative to 2025. The six month increase was offset by a decrease in amortization expense. For the six months ended June 30, 2025, we recorded impairment expense of $0.6 million related to the remeasurement of goodwill associated with one of our subsidiaries. The goodwill impairment was recorded to amortization expense.
Other Expenses
Interest expense. Interest expense was $4.3 million and $4.0 million for the three months ended June 30, 2026 and 2025, respectively, an increase of $0.3 million or 7.5%. Interest expense was $8.3 million and $7.9 million for the six months ended June 30, 2026 and 2025, respectively, an increase of $0.4 million or 5.1%. The increase in interest expense was mainly attributable to an increase in debt issuance cost amortization related to the Revolving Credit Facility that was entered into in February 2026.
Other income, net. Other income was $0.0 million and $0.1 million for the three months ended June 30, 2026 and 2025, respectively. Other income was $0.0 million and $0.1 million for the six months ended June 30, 2026 and 2025, respectively. The decrease was mainly attributable to gains on the sale of property and equipment during the three and six months ended June 30, 2025 that did not recur in 2026.
Liquidity and Capital Resources
General
To date, we have financed our operations principally through our IPO, private placements of our equity securities, revenues, and convertible notes (described below). As of June 30, 2026, we had $701.7 million in cash, cash equivalents and short-term investments.
We operate as a holding company in a highly regulated industry. Alignment Healthcare, Inc., the parent company, is dependent upon dividends and administrative expense reimbursements from our subsidiaries, most of which are subject to regulatory restrictions. We maintain significant levels of aggregate excess statutory capital and surplus in our state-regulated operating subsidiaries. As of June 30, 2026, the operating parent company (an indirect wholly owned subsidiary of the parent company) had $135.4 million in cash, cash equivalents and short-term investments.
We may incur operating losses in the future due to the investments we intend to continue to make in expanding our operations and sales and marketing, in further developing our technology and due to the general and administrative costs we expect to incur in connection with continuing to operate as a public company. As a result, we may require additional capital resources to execute strategic initiatives to grow our business.
We believe that our cash flows from operations and liquid assets will be sufficient to fund our operating and organic capital needs for at least the next 12 months. Our assessment of the period of time through which our financial resources will be adequate to support our operations is a forward-looking statement and involves risks and uncertainties. Our actual results could vary because of, and our future capital requirements will depend on, many factors, including our growth rate, the timing and extent of spending to expand our presence in existing markets, expand into new markets, increase our sales and marketing activities and develop our technology. Additionally, in the future we may enter into arrangements to acquire or invest in complementary businesses, services and technologies, including intellectual property rights, which may also substantially increase our capital needs.
We have based this estimate on assumptions that may prove to be wrong, and we could use our available capital resources sooner than we currently expect. We may be required to seek additional equity or debt financing. In the event that additional financing is required from outside sources, we may not be able to raise it on terms acceptable to us or at all. If we are unable to raise additional capital when desired, or if we cannot expand our operations or otherwise capitalize on our business opportunities because we lack sufficient capital, our business, results of operations, and financial condition would be adversely affected.
Certain states in which we operate as a CMS-licensed Medicare Advantage company may require us to meet certain capital adequacy performance standards and tests. The National Association of Insurance Commissioners has adopted rules which, if implemented by the states, set minimum capitalization requirements for insurance companies, HMOs, and other entities bearing risk for healthcare coverage. The requirements take the form of risk-based capital (“RBC”) rules, which may vary from state to state. Certain states in which our health plans or risk bearing entities operate have adopted the RBC rules. Other states in which our health plans or risk bearing entities operate have chosen not to adopt the RBC rules, but instead
34
have designed and implemented their own rules regarding capital adequacy, such as the tangible net equity ("TNE") requirements for our health plans in California. As of June 30, 2026, our health plans or risk-bearing entities were in compliance with the minimum capital requirements.
Convertible Senior Notes
On November 22, 2024 (the "Effective Date"), the Company completed the sale of $330.0 million of its 4.25% Convertible Senior Notes (the "Notes"). The Notes were issued pursuant to an indenture (the "Indenture"), dated as of November 22, 2024, between the Company and U.S. Bank Trust Company, National Association, as trustee (the "Trustee"). The Notes are senior, unsecured obligations of the Company, and interest will be payable semi-annually in arrears at a rate of 4.25% per annum beginning on May 15, 2025. The Notes will mature on November 15, 2029, unless earlier repurchased, redeemed or converted in accordance with their terms. The net cash proceeds from the sale of the Notes was approximately $321.1 million, after subtracting fees, discounts and estimated expenses in connection with the transaction.
Prior to the close of business on the business day immediately preceding August 15, 2029, the Notes will be convertible at the option of holders during certain periods, upon satisfaction of certain conditions. On or after August 15, 2029, the Notes will be convertible at any time until the close of business on the second scheduled trading day immediately preceding the maturity date. Upon conversion, the Notes may be settled in shares of Company common stock, cash or a combination of cash and shares of Company common stock, at the Company's election.
The Notes have an initial conversion rate of approximately 62.4 shares of Company common stock per $1 principal amount of the Notes. The conversion rate will be subject to adjustment in certain events, including adjustment in the event of certain significant corporate transactions. This represents an initial conversion price of approximately $16.04 per share. The initial conversion price of the Notes represents a premium of approximately 25% to the closing price of the Company's common stock on November 14, 2024. The Company has used the proceeds from the sale of the Notes to repay in full the $215.0 million aggregate principal amount, accrued interest and fees related to the Company's previous term loans with a separate financing company, as well as certain fees and expenses incurred in connection with the transaction.
The Indenture contains customary terms and covenants, including that upon certain events of default occurring and continuing, either the Trustee or the holders of at least 25% in principal amount of the outstanding notes may declare 100% of the principal of, and accrued and unpaid special interest, if any, on, all the notes to be due and payable.
The Company has recognized the Notes in their entirety as a liability on the condensed consolidated balance sheet and no portion of the proceeds from the issuance of the convertible debt instrument was accounted for separately as an embedded conversion feature within stockholders’ equity.
Revolving Credit Facility
On February 26, 2026 (the “Effective Date”), the Company, Alignment Healthcare USA, LLC, an indirect wholly owned subsidiary of the Company (the “Borrower”) and certain other subsidiaries of the Company (together with the Company and the Borrower, the “Borrower Parties”) entered into a Credit Agreement with Citibank, N.A., as administrative agent, and the lenders party thereto (the “Credit Agreement”). The Credit Agreement matures on February 26, 2029, and provides for a $200.0 million senior secured revolving credit facility (the “Credit Facility”), with sublimits of up to $20.0 million for the issuance of letters of credit and $5.0 million for swingline loans. Subject to meeting certain customary conditions, the Borrower may increase the commitments under the Credit Facility or establish one or more new term loan facilities by up to an amount equal to the greater of $50.0 million or 100% of the Borrower Parties’ Consolidated EBITDA (as defined in the Credit Agreement) for the most recently completed four fiscal quarters of the Borrower Parties for which financial statements have been delivered.
Borrowings under the Credit Facility may be used for permitted acquisitions, working capital, the payment of fees, costs and expenses incurred in connection with the Credit Agreement and other general corporate purposes. The Borrower did not borrow any amounts under the Credit Facility as of June 30, 2026.
Loans under the Credit Facility will bear interest at a floating rate, which can be either, at the Borrower’s option, (a) Term SOFR (as defined in the Credit Agreement) plus an applicable margin that ranges from 2.00% to 2.5% per annum with respect to Term SOFR loans or (b) a Base Rate (as defined in the Credit Agreement) plus an applicable margin that ranges from 1.0% to 1.5% per annum with respect to Base Rate loans, based on the consolidated senior secured leverage ratio for the Borrower Parties and their affiliates, as calculated in accordance with the Credit Agreement. The Borrower is also required to pay certain fees in connection with the Credit Agreement, including commitment fees on a quarterly basis in respect of the unutilized portion of the commitments under the Credit Agreement and certain fees to each of the lenders
35
upon the effectiveness of the Credit Agreement. The Borrower may voluntarily repay outstanding borrowings under the Credit Facility at any time, without premium or penalty.
The Credit Agreement includes financial covenants that require us to maintain, as of the last day of each fiscal quarter (commencing with the fiscal quarter ending June 30, 2026), (i) a ratio of senior secured indebtedness that is not subordinated in right of payment to the obligations under the Credit Agreement to Consolidated EBITDA (as defined in the Credit Agreement) for the period of four consecutive fiscal quarters ended on such date, of not more than 2.5 to 1.0 and (ii) Consolidated EBITDA for the period of four consecutive fiscal quarters ended on such date, of amounts specified in the Credit Agreement starting from $60.0 million as of June 30, 2026, increasing to $70.0 million as of June 30, 2027, and $80.0 million as of June 30, 2028 and each fiscal quarter thereafter.
The Borrower’s obligations under the Credit Agreement are guaranteed by the Company and certain subsidiaries of the Company and secured by substantially all of the assets of the Borrower, the Company and such subsidiaries of the Company, subject to customary exceptions. None of the Company’s health plan subsidiaries or other regulated entities are guarantors under the Credit Agreement and the equity in such subsidiaries was not pledged. The Credit Agreement contains customary representations and warranties, as well as affirmative and negative covenants. Negative covenants include, among others, customary covenants that restrict the ability of the Company and its subsidiaries, without the approval of requisite lenders, to engage in certain fundamental transactions, incur debt and liens, enter into transactions with affiliates and make certain restricted payments and restricted investments, in each case, as set forth in the Credit Agreement and subject to certain thresholds and exceptions. The Credit Agreement also contains other customary covenants and events of default for secured credit facilities of this type. Upon an event of default that is not cured or waived within any applicable cure periods, in addition to other remedies that may be available to the lenders, the obligations under the Credit Agreement may be accelerated.
Cash Flows
The following table presents a summary of our consolidated cash flows from operating, investing and financing activities for the periods indicated:
Six Months Ended June 30,
(dollars in thousands) 2026 2025
Net cash provided by operating activities $ 111,368 $ 45,746
Net cash provided by (used in) investing activities 2,996 (10,126)
Net cash provided by financing activities 3,288 1,797
Net change in cash 117,652 37,417
Cash, cash equivalents and restricted cash at beginning of period 577,937 434,942
Cash, cash equivalents and restricted cash at end of period $ 695,589 $ 472,359
Operating Activities
For the six months ended June 30, 2026, net cash provided by operating activities was $111.4 million, an increase of $65.6 million compared to net cash provided by operating activities of $45.7 million for the six months ended June 30, 2025. The increase is mainly attributable to an increase in membership and net income and the timing of accounts receivable settlements. This increase was partially offset by the timing of our medical expense payments and an increase in accrued compensation and prepaid expenses and other current assets.
Investing Activities
For the six months ended June 30, 2026, net cash provided by investing activities was $3.0 million, an increase of $13.1 million compared to net cash used in investing activities of $10.1 million for the six months ended June 30, 2025. The increase primarily relates to a decrease in investment purchases during the six months ended June 30, 2026. This increase was partially offset by a decrease in investment maturities.
Financing Activities
For the six months ended June 30, 2026, net cash provided by financing activities was $3.3 million, an increase of $1.5 million, compared to net cash provided by financing activities of $1.8 million for the six months ended June 30, 2025. The
36
increase is primarily attributable to an increase in proceeds from stock option exercises for the six months ended June 30, 2026 compared to the six months ended June 30, 2025. This increase was offset by an increase in debt issuance costs related to the revolving credit facility.
Material cash requirements from known contractual and other obligations
There have been no material changes to our contractual obligations disclosed in our Annual Report.
Off-Balance Sheet Arrangements
As of June 30, 2026, the Company had $200.0 million of borrowing capacity under the Revolving Credit Facility, see "Liquidity and Capital Resources - Revolving Credit Facility" for further information.
Critical Accounting Estimates
The discussion and analysis of our financial condition and results of operations are based upon our condensed consolidated financial statements, which have been prepared in accordance with U.S. generally accepted accounting principles and include the accounts of our wholly-owned subsidiaries and three variable interest entities (“VIEs”) in California and North Carolina that meet the consolidation requirements for accounting purposes. All intercompany transactions have been eliminated in consolidation.
There have been no significant changes in our critical accounting estimate policies or methodologies to our condensed consolidated financial statements. For a description of our policies regarding our critical accounting policies, see "Management's Discussion and Analysis of Financial Condition and Results of Operations—Critical Accounting Estimates" in the Annual Report.
Recent Accounting Pronouncements
See Note 2 to our condensed consolidated financial statements, “Summary of Significant Accounting Policies—Recent Accounting Pronouncements Adopted” for more information.
37