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agilon health, inc. (AGL)

CIK: 0001831097. SIC: 8090 Services-Misc Health & Allied Services, NEC. Latest 10-K as of: 2026-02-25.

SIC breadcrumb: Services > SIC Major Group 80 > SIC 8090 Services-Misc Health & Allied Services, NEC

SEC company page: https://www.sec.gov/edgar/browse/?CIK=1831097. Latest filing source: 0001628280-26-011655.

Selected Fundamentals

MetricValueUnitFYFiled
Revenue5,932,576,000USD20252026-02-25
Net income-391,347,000USD20252026-02-25
Assets1,271,290,000USD20252026-02-25

Financials

Annual standardized facts from SEC companyfacts as of latest extracted filing date 2026-02-25. Source: https://data.sec.gov/api/xbrl/companyfacts/CIK0001831097.json. Derived margins, ratios, and free cash flow are computed from the extracted annual SEC facts.

Flow metrics use full-year FY periods from 10-K/10-K/A filings; balance-sheet metrics use FY-end instants. Free cash flow = operating cash flow - capital expenditures. Missing metrics are omitted rather than fabricated.

Metric20182019202020212022202320242025
Revenue794,411,0001,218,333,0001,521,494,0002,388,220,0004,316,363,0006,060,530,0005,932,576,000
Net income-282,588,000-60,052,000-406,487,000-106,553,000-262,596,000-260,151,000-391,347,000
Operating income-106,574,000-56,673,000-372,242,000-105,378,000-232,133,000-292,130,000-463,236,000
Operating cash flow-103,861,000-53,204,000-148,159,000-130,808,000-156,199,000-57,777,000-105,763,000
Capital expenditures2,892,0001,775,0006,564,00015,426,00015,830,00013,251,00013,242,000
Assets446,361,0001,586,252,0001,697,468,0001,740,866,0001,733,983,0001,271,290,000
Liabilities421,591,000494,656,000656,859,0001,079,845,0001,263,031,0001,144,556,000
Stockholders' equity41,596,000-232,028,000-284,730,0001,091,596,0001,040,609,000661,021,000470,952,000126,734,000
Cash and cash equivalents106,795,0001,040,039,000465,302,000107,570,000188,231,000173,713,000
Free cash flow-106,753,000-54,979,000-154,723,000-146,234,000-172,029,000-71,028,000-119,005,000

Ratios

ROE and ROA use period-end equity/assets. Liabilities / equity uses total liabilities divided by stockholders' equity. Current ratio uses current assets divided by current liabilities when both are reported.

Metric20182019202020212022202320242025
Net margin-35.57%-4.93%-26.72%-4.46%-6.08%-4.29%-6.60%
Operating margin-13.42%-4.65%-24.47%-4.41%-5.38%-4.82%-7.81%
Return on equity-37.24%-10.24%-39.73%-55.24%-308.79%
Return on assets-13.45%-25.63%-6.28%-15.08%-15.00%-30.78%
Liabilities / equity0.450.631.632.689.03
Current ratio1.103.832.711.511.271.02

Financial Charts

Quarterly

Quarterly standardized facts from SEC companyfacts as of latest extracted filing date 2026-05-06. Source: https://data.sec.gov/api/xbrl/companyfacts/CIK0001831097.json.

Flow metrics use discrete quarter-length periods from 10-Q/10-Q/A filings. Q4 revenue and net income are derived only when annual FY and nine-month YTD facts exist for the same fiscal year; derived Q4 values are labeled. EPS Q4 is not derived.

QuarterEnd DateRevenueNet IncomeDiluted EPSMethod
2023-Q22023-06-301,149,052,000-16,749,000reported discrete quarter
2023-Q32023-09-301,215,660,000-31,436,000reported discrete quarter
2023-Q42023-12-31815,504,000-230,433,000derived Q4 = FY annual - nine-month YTD
2024-Q12024-03-311,604,354,000-6,064,000reported discrete quarter
2024-Q22024-06-301,482,758,000-30,682,000reported discrete quarter
2024-Q32024-09-301,450,932,000-117,615,000reported discrete quarter
2024-Q42024-12-311,522,486,000-105,790,000derived Q4 = FY annual - nine-month YTD
2025-Q12025-03-311,532,782,00012,112,000reported discrete quarter
2025-Q22025-06-301,394,982,000-104,370,000reported discrete quarter
2025-Q32025-09-301,435,321,000-110,207,000reported discrete quarter
2025-Q42025-12-311,569,491,000-188,882,000derived Q4 = FY annual - nine-month YTD
2026-Q12026-03-311,420,460,00048,916,0002.94reported discrete quarter

Quarterly Charts

Macro Cross-References

Latest quarter (10-Q)

Latest 10-Q source: 0001628280-26-031270.

Extracted structurally from real Item 2 body heading to real Item 3/4 boundary. Published MD&A gate trimmed front/tail over-capture. Confidence: high. Filing date: 2026-05-06. Report date: 2026-03-31.

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

All references in this report to “agilon,” “the Company”, “we,” “us” or “our” mean agilon health, inc., together with its consolidated subsidiaries. Unless the context suggests otherwise, references to “agilon health, inc.” mean the parent company without its subsidiaries.

Cautionary Language Regarding Forward-Looking Statements

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

Forward-looking statements are subject to known and unknown risks and uncertainties, many of which may be outside our control. Although we believe that we have a reasonable basis for each forward-looking statement contained in this Report, we caution you that forward-looking statements are not guarantees of future performance or outcomes and that actual performance and outcomes, including, without limitation, our actual results of operations, financial condition and liquidity, and the development of the market in which we operate, may differ materially from those made in or suggested by the forward-looking statements contained in this Report. In addition, even if our results of operations, financial condition, and cash flows, and the development of the market in which we operate, are consistent with the forward-looking statements contained in this Report, those results or developments may not be indicative of results or developments in subsequent periods. You are therefore cautioned not to place undue reliance on the forward-looking statements included in this report. A number of important factors, including, without limitation, the risks and uncertainties discussed under Part I, Item 1A. “Risk Factors” in our Annual Report on Form 10-K for the fiscal year ended December 31, 2025, could cause actual results and outcomes to differ materially from those reflected in the forward-looking statements. Furthermore, new risks and uncertainties emerge from time to time, and it is not possible for us to predict all risks and uncertainties that could have an impact on the forward-looking statements contained in this Report. Factors that could cause actual results and outcomes to differ from those reflected in forward-looking statements include, without limitation:

•our history of net losses and the expectation that our expenses will increase in the future;

•failure to identify and develop successful new geographies, physician partners and payors, or execute upon our growth initiatives;

•success in executing our operating strategies or achieving results consistent with our historical performance;

•medical expenses incurred on behalf of our members may exceed revenues we receive;

•our ability to maintain and secure additional contracts with Medicare Advantage (“MA”) payors on favorable terms, if at all;

•our ability to grow new physician partner relationships sufficient to recover startup costs;

•availability of additional capital, on acceptable terms or at all, to support our business in the future;

•significant reduction in our membership;

•transition to a Total Care Model may be challenging for physician partners;

•inaccuracy in estimates of our members’ risk adjustment factors, medical services expense, incurred but not reported claims, and earnings pursuant to payor contracts;

•public health crises, such as COVID-19, could adversely affect us;

•the impact of restrictive clauses or exclusivity provisions in some of our contracts with physician partners;

•our ability to hire and retain qualified personnel;

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•our ability to realize the full value of our intangible assets;

•security breaches, cybersecurity attacks, loss of data and other disruptions to our information systems;

•our ability to protect the confidentiality of our know-how and other proprietary and internally developed information;

•our reliance on our subsidiaries to perform and fund their operations;

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

•our reliance on a limited number of key payors;

•the limited terms of contracts with our payors and our ability to renew them upon expiration;

•our ability to navigate the changing healthcare payor market;

•our reliance on our payors, physician partners and other providers to operate our business;

•our ability to obtain accurate and complete diagnosis data;

•our reliance on third-party software, data, infrastructure and bandwidth;

•consolidation and competition in the healthcare industry;

•the impact of changes to, and dependence on, federal government healthcare programs;

•uncertain or adverse economic and macroeconomic conditions, including a downturn or decrease in government expenditures;

•regulation of the healthcare industry and our physician partners’ ability to comply with such laws and regulations;

•federal and state investigations, audits and enforcement actions;

•repayment obligations arising out of payor audits;

•negative publicity regarding the managed healthcare industry generally;

•our use, disclosure and processing of personally identifiable information, protected health information, and de-identified data;

•failure to obtain or maintain an insurance license, a certificate of authority or an equivalent authorization;

•changes in tax laws and regulations, or changes in related judgments or assumptions;

•our indebtedness and our potential to incur more debt;

•our dependence on our subsidiaries for cash to fund all of our operations and expenses;

•provisions in our governing documents;

•our ability to achieve a return on investment depends on appreciation in the price of our common stock;

•non-compliance with the New York Stock Exchange could result in a delisting of our securities;

•lawsuits not covered by insurance and securities class action litigation;

•sustainability issues;

•our stock price may be volatile;

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

•risks related to other factors discussed under Part I, Item 1A “Risk Factors” in our Annual Report on Form 10-K for the fiscal year ended December 31, 2025.

Except as required by law, we do not undertake, and hereby disclaim, any obligation to update any forward-looking statements, which speak only as of the date on which they are made.

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The information set forth in this Item 2 is intended to provide readers with an understanding of our financial condition, changes in financial condition, and results of operations and should be read in connection with the accompanying Condensed Consolidated Financial Statements and notes to Condensed Consolidated Financial Statements in Part I, Item 1 of this Report. We will discuss and provide our analysis in the following order:

•Overview and Recent Developments

•Key Financial and Operating Metrics

•Key Components of Our Results of Operations

•Results of Operations

•Non-GAAP Financial Measures

•Liquidity and Capital Resources

•Critical Accounting Estimates

•Recent Accounting Pronouncements

Overview and Recent Developments

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

Our business model is differentiated by its focus on existing community-based physician groups and is built around three key elements: (1) agilon’s platform; (2) agilon’s long-term physician partnership model; and (3) agilon’s network. With our model, our goal is to remove the barriers that prevent community-based physicians from evolving to a Total Care Model, where the physician is empowered to manage health outcomes and the total healthcare needs of their attributed Medicare patients.

First Quarter 2026 Results:

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

•Gross profit of $65 million, compared to $51 million in three months ended March 31, 2025.

•Medical margin of $149 million, compared to $128 million in three months ended March 31, 2025.

•Net income of $49 million, compared to $12 million in three months ended March 31, 2025.

•Adjusted EBITDA of $54 million, compared to $21 million in three months ended March 31, 2025.

Platform Membership Details

MA members decreased 13% from March 31, 2025, which reflects previously disclosed market exits, as well as payor exits in certain markets resulting from a disciplined approach to contracting focused on profitability. Total members live on the agilon platform at March 31, 2026 include 426,300 MA members and 109,500 attributed CMS ACO Models (as defined below) beneficiaries.

Average MA membership was 423,700 during the first quarter of 2026.

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Reverse Stock Split

On March 30, 2026, we 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 our issued and outstanding common stock (the “Reverse Stock Split”). As a result of the Reverse Stock Split, each twenty-five shares of common stock issued and outstanding was automatically reclassified, combined, and converted into one share of common stock. No fractional shares were issued in connection with the Reverse Stock Split. Stockholders who were otherwise entitled to receive fractional shares automatically became entitled to receive cash in lieu of such fractional share. Proportional adjustments were made to the n

[Excerpt truncated for page length; source filing is linked above.]

Latest 10-K MD&A

Extracted structurally from real Item 7 body heading to real Item 7A/8 boundary. Published MD&A gate trimmed front/tail over-capture. Confidence: high. Filing date: 2026-02-25. Report date: 2025-12-31.

ITEM 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The information set forth in this Item 7 is intended to provide readers with an understanding of our financial condition, changes in financial condition and results of operations. We will discuss and provide our analysis in the following order:

•Overview and Recent Developments

•Key Financial and Operating Metrics

•Key Components of Our Results of Operations

•Results of Operations

•Non-GAAP Financial Measures

•Liquidity and Capital Resources

•Critical Accounting Estimates

•Recent Accounting Pronouncements

Overview and Recent Developments

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

Our business model is differentiated by its focus on existing community-based physician groups and is built around three key elements: (1) agilon’s platform; (2) agilon’s long-term physician partnership model; and (3) agilon’s network. With our model, our goal is to remove the barriers that prevent community-based physicians from evolving to a Total Care Model, where the physician is empowered to manage health outcomes and the total healthcare needs of their attributed Medicare patients.

2025 Results:

•MA members of approximately 511,000 as of December 31, 2025 decreased 3% from 2024.

•The CMS ACO Models attributed beneficiaries of approximately 114,000 as of December 31, 2025 decreased 13% from 2024.

•Total revenue of $5.93 billion decreased 2% from 2024.

•Gross loss of $160.0 million, compared to gross profit of $4.8 million in 2024.

•Medical margin was negative $56.6 million, compared to earnings of $205.2 million in 2024.

•Net loss of $391.3 million, compared to net loss of $260.1 million in 2024.

•Adjusted EBITDA loss of $296.2 million, compared to Adjusted EBITDA loss of $154.2 million in 2024.

Platform Membership Details

MA members decreased 3% during 2025, which was primarily attributable to partnership exits during 2024. Total members live on the agilon platform include 511,000 MA members and 114,000 attributed CMS ACO Models beneficiaries. Average MA membership during 2025 was approximately 510,000.

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Reverse Stock Split

On February 6, 2026, we filed a preliminary proxy statement indicating our intent to seek stockholder approval at a special meeting of stockholders to be held on March 17, 2026 for the purpose of seeking: (i) an amendment to our Amended and Restated Certificate of Incorporation to effect a reverse stock split of our common stock at a ratio of one-for-five to one-for-twenty-five, with the exact ratio to be set within this range by the Board in its sole discretion without further stockholder approval, and (ii) authority to adjourn the special meeting, if necessary, to solicit additional proxies if there are insufficient votes to approve the amendment. See the risk factor titled “The listing of shares of our common stock does not currently comply with the continued listing requirements of the NYSE, and if the NYSE delists our common stock, it could have an adverse impact on the trading, liquidity and market price of our common stock” in Item 1A. Risk Factors included in this Report.

Key Financial and Operating Metrics

All of our key metrics exclude historical results from our Hawaii operations (which are included as discontinued operations in our consolidated financial statements).

We monitor the following key financial and operating metrics to help us evaluate our business, identify trends affecting our business, formulate business plans and make strategic decisions. We believe the following key metrics are useful in evaluating our business (dollars in thousands):

As of and for the

Year Ended December 31,

2025

2024

2023

MA members

511,000

526,500

388,400

Medical services revenue

$

5,921,341 

$

6,047,715 

$

4,307,350 

Gross profit (loss)

$

(160,021)

$

4,841 

$

69,670 

Medical margin(1)

$

(56,565)

$

205,185 

$

298,691 

Platform support costs

$

159,986 

$

169,402 

$

163,652 

Net income (loss)

$

(391,347)

$

(260,101)

$

(262,803)

Adjusted EBITDA(1)

$

(296,155)

$

(154,215)

$

(95,001)

_____________________________________________________________________

(1)Medical margin and Adjusted EBITDA are non-GAAP financial measures. Gross profit (loss) is the most directly comparable financial measure calculated in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) to medical margin. Net income (loss) is the most directly comparable financial measure calculated in accordance with U.S. GAAP to Adjusted EBITDA. See “—Non-GAAP Financial Measures" below for additional information.

Medicare Advantage Members

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

Medical Services Revenue

Our medical services revenue consists of capitation revenue under contracts with various payors. Under the typical capitation arrangement, we are entitled to PMPM fees to provide a defined range of healthcare services for MA health plan members through our contracted physician partners and affiliated PCPs. Such fees are typically based on a defined percentage of corresponding premium that payors receive from CMS. We recognize capitation revenue over the period eligible members are entitled to receive healthcare services.

Gross Profit (Loss)

Gross profit (loss) represents the amount earned from total revenues less medical services expense and other medical expenses. Total revenues include medical services revenue and other operating revenue. The Company’s costs of revenues consist of medical services expense and other medical expenses, which represents the costs that are directly related to providing the services that generate revenue.

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The following table presents our gross profit (loss) (dollars in thousands):

Year Ended December 31,

2025

2024

2023

Total revenues

$

5,932,576 

$

6,060,530 

$

4,316,363 

Medical services expense

(5,977,906)

(5,842,530)

(4,008,659)

Other medical expenses(1)

(114,691)

(213,159)

(238,034)

Gross profit (loss)

$

(160,021)

$

4,841 

$

69,670 

_____________________________________________________________________

(1)Represents physician compensation expense related to surplus sharing and other care management expenses that help to create medical cost efficiency. Includes costs in geographies that are in implementation and are not yet generating revenue and investments to grow existing markets. For the years ended December 31, 2025, 2024, and 2023, costs incurred in implementing geographies were $3.7 million, $5.4 million and $33.7 million, respectively.

Medical Margin

We define medical margin as medical services revenue after medical services expense is deducted. Medical services expense represents costs incurred for medical services provided to our members. However, medical margin PMPM may vary as the percentage of new members brought onto our platform fluctuates. New membership added to the platform is typically dilutive to medical margin PMPM.

See “—Non-GAAP Financial Measures” below, for additional information regarding our use of medical margin and a reconciliation of gross profit (loss) to medical margin.

Platform Support Costs

Our platform support costs, which include regionally-based support personnel and other operating costs to support our geographies, are expected to decrease over time as a percentage of revenue as our physician partners add members and our revenue grows. Our operating expenses at the enterprise level include resources and technology to support payor contracting, clinical program development, quality, data management, finance, and legal and compliance functions.

The table below presents costs to support our live geographies and enterprise functions, which are included in general and administrative expenses (dollars in thousands):

Year Ended December 31,

2025

2024

2023

Platform support costs

$

159,986 

$

169,402 

$

163,652 

% of Revenue

3

%

3

%

4

%

Net Income (Loss) and Adjusted EBITDA

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

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

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Key Components of Our Results of Operations

Revenues

Medical Services Revenue

Our medical services revenue consists of capitation revenue under contracts with various payors. Under the typical capitation arrangement, we are entitled to PMPM fees to provide a defined range of healthcare services for MA health plan members through our contracted physician partners and affiliated PCPs. Such fees are typically based on a defined percentage of corresponding premium that payors receive from CMS. We recognize capitation revenue over the period eligible members are entitled to receive healthcare services. In certain of our payor arrangements, we are also financially responsible for Medicare Part D pharmaceutical costs for prescriptions rendered to members.

Medical services revenue constitutes substantially all of our total revenue for the years ended December 31, 2025, 2024, and 2023.

For additional discussion related to our revenue, see “—Critical Accounting Estimates” below and Note 2 to the Consolidated Financial Statements in Item 8 of this Report.

Operating Expenses

Medical Services Expense

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

For additional discussion related to our medical services expense, see “—Critical Accounting Estimates” below and Note 2 to the Consolidated Financial Statements in Item 8 of this Report.

Other Medical Expenses

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

General and Administrative

General and administrative expenses consist of market-based support personnel and other operating costs to support our geographies, personnel and other operating costs to support our enterprise functions, and investments to support development and expansion of our physician partners. Our enterprise functions include salaries and related expenses, stock-based compensation (including shares issued under partner physician group equity agreements), operational support expenses, technology infrastructure, finance, and legal, as well as other costs associated with the continued growth of our platform. For the purposes of calculating physician partner incentive expense, we allocate a portion of our enterprise general and administrative expenses to our geographies. General and administrative expenses also include severance and accruals for unasserted claims.

Depreciation and Amortization

Depreciation and amortization expenses are associated with our property and equipment and acquired intangible assets. Depreciation includes expenses associated with computer equipment and software, furniture and fixtures, and leasehold improvements. Amortization primarily includes expenses associated with acquired intangible assets.

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Other Income (Expense)

Income (loss) from equity method investments

Income (loss) from equity method investments consists primarily of income associated with our participation in the CMS ACO Models programs.

Other Income (Expense), Net

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

Interest Expense

Interest expense consists primarily of interest expense associated with our outstanding debt, including amortization of debt discounts and issuance costs.

Income Tax Benefit (Expense)

We are subject to corporate U.S. federal, state, foreign, and local income taxation. Deferred tax assets are reduced by a valuation allowance to the extent management believes it is not more likely than not to be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income. Management makes estimates and judgments about future taxable income based on assumptions that are consistent with our plans and estimates.

On July 4, 2025, the “One Big Beautiful Bill Act” was signed into law in the U.S., which contains a broad range of tax reform provisions. The One Big Beautiful Bill Act did not have a material impact to our tax provision for the year ended December 31, 2025.

Total Discontinued Operations

Total discontinued operations primarily consist of the results of our former Hawaii operations. For certain of our divestiture transactions, we continue to be responsible for any liabilities arising from the business that were incurred prior to the closing date of such transaction, including any fines, penalties, and other sanctions, the payment of claims for medical services incurred prior to the effective date of each transaction, and other contingent liabilities that we currently believe are remote. For additional discussion, see Note 19 to the Consolidated Financial Statements in Item 8 of this Report.

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Results of Operations

The following table summarizes key components of our results of operations (dollars in thousands):

Year Ended December 31,

2025

2024

2023

Revenues:

Medical services revenue

$

5,921,341 

$

6,047,715 

$

4,307,350 

Other operating revenue

11,235 

12,815 

9,013 

Total revenues

5,932,576 

6,060,530 

4,316,363 

Expenses:

Medical services expense

5,977,906 

5,842,530 

4,008,659 

Other medical expenses

114,691 

213,159 

238,034 

General and administrative

238,536 

268,912 

285,760 

Depreciation and amortization

28,594 

24,463 

16,043 

Impairments

36,085 

3,596 

— 

Total expenses

6,395,812 

6,352,660 

4,548,496 

Income (loss) from operations

(463,236)

(292,130)

(232,133)

Other income (expense):

Income (loss) from equity method investments

(1,835)

14,992 

16,489 

Other income (expense), net

67,616 

34,489 

27,840 

Interest expense

(6,641)

(6,177)

(6,658)

Income (loss) before income taxes

(404,096)

(248,826)

(194,462)

Income tax benefit (expense)

(1,251)

(1,451)

(791)

Income (loss) from continuing operations

(405,347)

(250,277)

(195,253)

Discontinued operations:

Income (loss) before gain (loss) on sales

— 

(1,061)

(20,002)

Gain (loss) and adjustments on sales of assets, net

14,000 

(8,763)

(47,548)

Total discontinued operations

14,000 

(9,824)

(67,550)

Net income (loss)

(391,347)

(260,101)

(262,803)

Noncontrolling interests’ share in (earnings) loss

— 

(50)

207 

Net income (loss) attributable to common shares

$

(391,347)

$

(260,151)

$

(262,596)

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The following table summarizes our results of operations as a percentage of total revenues:

Year Ended December 31,

2025

2024

2023

Revenues:

Medical services revenue

100

%

100

%

100

%

Other operating revenue

— 

— 

— 

Total revenues

100 

100 

100 

Expenses:

Medical services expense

101 

96 

93 

Other medical expenses

2 

4 

6 

General and administrative

4 

4 

7 

Depreciation and amortization

— 

— 

— 

Impairments

1 

— 

— 

Total expenses

108 

105 

105 

Income (loss) from operations

(8)

(5)

(5)

Other income (expense):

Income (loss) from equity method investments

— 

— 

— 

Other income (expense), net

1 

1 

1 

Interest expense

— 

— 

— 

Income (loss) before income taxes

(7)

(4)

(5)

Income tax benefit (expense)

— 

— 

— 

Income (loss) from continuing operations

(7)

(4)

(5)

Discontinued operations:

Income (loss) before gain (loss) on sales

— 

— 

— 

Gain (loss) and adjustments on sales of assets, net

— 

— 

(1)

Total discontinued operations

— 

— 

(2)

Net income (loss)

(7)

(4)

(6)

Noncontrolling interests’ share in (earnings) loss

— 

— 

— 

Net income (loss) attributable to common shares

(7)

%

(4)

%

(6)

%

Comparison of Year Ended December 31, 2025 and 2024

The following discussion should be read in conjunction with “Cautionary Language Regarding Forward-Looking Statements,” Part I, Item 1 "Business," Part I, Item 1A "Risk Factors," and our consolidated financial statements and related notes included under Item 8 of this Report. In Item 7, we generally discuss 2025 and 2024 items and year-to-year comparisons between 2025 and 2024. For a discussion of the financial condition and results of operations for 2024 compared to 2023, see Part II, Item 7. “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our Annual Report on Form 10-K for the year ended December 31, 2024, filed with the SEC on February 25, 2025.

Medical Services Revenue

Year Ended December 31,

Change

(dollars in thousands)

2025

2024

$

%

Medical services revenue

$

5,921,341 

$

6,047,715 

$

(126,374)

(2)

%

% of total revenues

100

%

100

%

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Medical services revenue decreased by $126.4 million, or 2%, for the year ended December 31, 2025 compared to 2024 due primarily due to: (i) declines in average membership of 2%, which was attributable to partnership exits during 2024, and (ii) lower risk adjustment revenue, including unfavorable prior period development of approximately 1%, as a result of additional risk adjustment data received from payors. The decrease in medical services revenue was partially offset by new geographies that began to generate revenue in 2025 and growth in our existing geographies.

Medical Services Expense

Year Ended December 31,

Change

(dollars in thousands)

2025

2024

$

%

Medical services expense

$

5,977,906 

$

5,842,530 

$

135,376 

2

%

% of total revenues

101

%

96

%

Medical services expense increased by $135.4 million, or 2% for the year ended December 31, 2025 compared to 2024 due primarily to an increase in average medical services expense per member of 5%, which was primarily due to the continued impact of elevated medical cost trends, partially offset by a decline in average membership of 2%, which was attributable to partnership exits during 2024.

Other Medical Expenses

Year Ended December 31,

Change

(dollars in thousands)

2025

2024

$

%

Other medical expenses

$

114,691 

$

213,159 

$

(98,468)

(46)

%

% of total revenues

2

%

4

%

Other medical expenses decreased by $98.5 million, or 46%, for the year ended December 31, 2025 compared to 2024. Partner physician compensation expense, which is a function of medical services revenues less the sum of medical services expenses, other provider costs and market operating costs, for the respective geography, decreased to $18.1 million in 2025 compared to $63.4 million in 2024 as a result of the recent losses generated in certain of our geographies. Other provider costs decreased by $17.0 million to $132.8 million in 2025 compared to $149.8 million in 2024. Other provider costs in 2025 include $3.7 million related to geographies that became operational in January 2026, while other provider costs in 2024 include $5.4 million of costs related to geographies that became operational in 2025.

General and Administrative

Year Ended December 31,

Change

(dollars in thousands)

2025

2024

$

%

General and administrative

$

238,536 

$

268,912 

$

(30,376)

(11)

%

% of total revenues

4

%

4

%

General and administrative expenses decreased $30.4 million, or 11%, for the year ended December 31, 2025 compared to 2024. Operating costs to support our live geographies and enterprise functions (platform support costs) decreased by $9.4 million to $160.0 million in 2025 compared to $169.4 million in 2024 due primarily to partnership exits during 2024. Operating costs to support our live geographies and enterprise functions as a percentage of revenue remained consistent at 3% for each of the years ended December 31, 2025 and 2024. Investments to support geography entry decreased to $22.2 million for the year ended December 31, 2025, compared to $28.5 million in 2024 due to the decreased costs associated with our geographies that are expected to become operational in the following calendar year and expansion into existing geographies. Costs incurred for severance and transaction-related costs decreased by $13.0 million to $7.3 million in 2025 compared to $20.3 million in 2024 primarily due to partnership exits during 2024, partially offset by the costs associated with the departure of our former Chief Executive Officer in 2025, as well as costs related to strategic changes in our workforce.

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Impairments

Year Ended December 31,

Change

(dollars in thousands)

2025

2024

$

%

Impairments

$

36,085 

$

3,596 

$

32,489 

903

%

% of total revenues

1

%

—

%

Impairments increased $32.5 million, or 903%, for the year ended December 31, 2025 compared to 2024 primarily from the impairment of goodwill and intangible assets in 2025, see Note 6 to the Consolidated Financial Statements in Item 8 of this Report.

Income (loss) from equity method investments

Year Ended December 31,

Change

(dollars in thousands)

2025

2024

$

%

Income (loss) from equity method investments

$

(1,835)

$

14,992 

$

(16,827)

(112)

%

% of total revenues

—

%

—

%

Income (loss) from equity method investments decreased $16.8 million, or 112%, for the year ended December 31, 2025 compared to 2024 primarily from an increase in operating expenses related to services we provided to our CMS ACO Models investees in 2025. The decrease in Income (loss) from equity method investments was partially offset by an increase in gross profit from our CMS ACO Models investees during 2025.

Other income (expense), net

Year Ended December 31,

Change

(dollars in thousands)

2025

2024

$

%

Other income (expense), net

$

67,616 

$

34,489 

$

33,127 

96

%

% of total revenues

1

%

1

%

Other income (expense), net increased $33.1 million, or 96%, for the year ended December 31, 2025 compared to 2024 primarily from increase in income related to services rendered to our CMS ACO Models investments during 2025.

Total Discontinued Operations

Year Ended December 31,

Change

(dollars in thousands)

2025

2024

$

%

Total discontinued operations

$

14,000 

$

(9,824)

$

23,824 

243

%

% of total revenues

—

%

—

%

Total discontinued operations relates to the sale of our Hawaii operations in October 2023. Total discontinued operations for the year ended December 31, 2025 relates to the release of a contingent obligation from our Hawaii operations compared to losses from discontinued operations for the year ended December 31, 2024. For additional discussion related to discontinued operations, see Note 19 to the Consolidated Financial Statements in Item 8 of this Report.

Non-GAAP Financial Measures

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

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We define medical margin as medical services revenue after medical services expense is deducted. Medical services expense represents costs incurred for medical services provided to our members. As our platform matures over time, we expect medical margin to increase in absolute dollars. However, medical margin PMPM may vary as the percentage of new members brought onto our platform fluctuates. New membership added to the platform is typically dilutive to medical margin PMPM. We believe this metric provides insight into the economics of our capitation arrangements as it includes all medical services expense directly associated with our members’ care.

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

Gross profit (loss) is the most directly comparable U.S. GAAP measure to medical margin. Net income (loss) is the most directly comparable U.S. GAAP measure to Adjusted EBITDA.

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

Adjusted EBITDA is not considered a measure of financial performance under U.S. GAAP, and the items excluded therefrom are significant components in understanding and assessing our financial performance. Adjusted EBITDA has limitations as an analytical tool and should not be considered in isolation or as an alternative to such U.S. GAAP measures as net income (loss), cash flows provided by or used in operating, investing or financing activities or other financial statement data presented in our consolidated financial statements as an indicator of financial performance or liquidity. Some of these limitations are:

•Adjusted EBITDA does not reflect changes in, or cash requirements for, working capital needs;

•Adjusted EBITDA does not reflect interest expense, or the requirements necessary to service interest or principal payments on debt;

•Adjusted EBITDA does not reflect income tax expense (benefit) or the cash requirements to pay taxes;

•Adjusted EBITDA does not reflect historical cash expenditures or future requirements for capital expenditures or contractual commitments;

•Although depreciation and amortization charges are non-cash charges, the assets being depreciated and amortized will often have to be replaced in the future, and Adjusted EBITDA does not reflect any cash requirements for such replacements; and

•The expenses and other items that we exclude in our calculation of Adjusted EBITDA may differ from the expenses and other items, if any, that other companies may exclude from similarly titled non-GAAP financial measures.

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The following table sets forth a reconciliation of gross profit (loss) to medical margin using data derived from our consolidated financial statements for the periods indicated (dollars in thousands):

Year Ended December 31,

2025

2024

2023

Gross profit (loss)(1)

$

(160,021)

$

4,841 

$

69,670 

Other operating revenue

(11,235)

(12,815)

(9,013)

Other medical expenses

114,691 

213,159 

238,034 

Medical margin

$

(56,565)

$

205,185 

$

298,691 

_____________________________________________________________________

(1)Gross profit (loss) is defined as total revenues less medical services expense and other medical expenses.

The following table sets forth a reconciliation of net income (loss) to Adjusted EBITDA using data derived from our consolidated financial statements for the periods indicated (dollars in thousands):

Year Ended December 31,

2025

2024

2023

Net income (loss)

$

(391,347)

$

(260,101)

$

(262,803)

(Income) loss from discontinued operations, net of income taxes

(14,000)

9,824 

67,550 

Interest expense

6,641 

6,177 

6,658 

Income tax expense (benefit)

1,251 

1,451 

791 

Depreciation and amortization

28,594 

24,463 

16,043 

Impairments

36,085 

3,596 

— 

Severance and related costs

6,075 

4,577 

188 

Stock-based compensation expense

49,119 

50,657 

69,326 

EBITDA adjustments related to equity method investments(1)

43,304 

17,582 

22,694 

Other(2)

(61,877)

(12,441)

(15,448)

Adjusted EBITDA

$

(296,155)

$

(154,215)

$

(95,001)

_____________________________________________________________________

(1)Includes elimination of certain trademark licensing, operating and administrative services provided by us to our equity method investments. The year ended December 31, 2023 includes $15.2 million of physician compensation expenses to reduce the physician partners’ compensation percentage in current and future years in exchange for our common stock.

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

Liquidity and Capital Resources

Future Sources and Uses of Liquidity

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

As of December 31, 2025, we had cash and cash equivalents of $173.7 million and investments in marketable securities of $111.4 million.

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

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We are party to various contractual obligations that we will be required to satisfy over the short and long term. The majority are discussed in the Notes to Consolidated Financial Statements in Item 8 of this Report for additional information and primarily include the following:

•Medical claims and related payables. See Note 8 to the Consolidated Financial Statements in Item 8 of this Report for additional information.

•Debt obligations. See Note 10 to the Consolidated Financial Statements in Item 8 of this Report for additional information.

•Capital commitments. See Note 11 to the Consolidated Financial Statements in Item 8 of this Report for additional information regarding capital commitments to physician partners to support physician partner expansion and related purposes.

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

We may require additional financing in the future to fund working capital and pay our obligations. We may seek to raise any necessary additional capital through a combination of public or private equity offerings and/or debt financings. There can be no assurance that we will be successful in acquiring additional funding at levels sufficient to fund our operations or on terms favorable to us, if at all. If adequate funds are not available on acceptable terms when needed, we may be required to significantly reduce operating expenses, which may have a material adverse effect on our business, financial condition, cash flows, and results of operations. If we do raise additional capital through public or private equity offerings, the ownership interest of our existing stockholders will be diluted, and the terms of these securities may include liquidation or other preferences that adversely affect our existing stockholders’ rights. If we raise additional capital through debt financing, we may be subject to covenants limiting or restricting our ability to take specific actions, such as incurring additional debt, making capital expenditures or declaring dividends.

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

Debt Obligations

On February 18, 2021, we executed a credit facility agreement (as amended by the First Amendment to Credit Agreement, dated as of March 1, 2021 and the Second Amendment to Credit Agreement, dated as of May 25, 2023 (the “Credit Agreement”), which includes: (i) a $100.0 million senior secured term loan (the “Secured Term Loan,” and together with the Secured Term Loan, the “Credit Facility”) and (ii) a $100.0 million senior secured revolving credit facility (the “Secured Revolving Facility”) with a capacity to issue standby letters of credit in certain circumstances up to a maximum of $100.0 million. Subject to specified conditions and receipt of commitments, the Secured Term Loan may be expanded (or a new term loan facility, revolving credit facility or letter of credit facility added) by up to (i) $50.0 million plus (ii) an additional amount determined in accordance with a formula tied to repayment of certain of our indebtedness. The maturity date of the Credit Facility was February 18, 2026.

Effective with the Second Amendment to Credit Agreement on May 25, 2023, we transitioned to the Secured Overnight Financing Rate (“SOFR”) as a benchmark interest rate used in the Credit Agreement. At our option, borrowings under the Credit Facility can be either: (i) Term SOFR Rate Loans, (ii) Daily Simple SOFR Rate Loans, or (iii) Base Rate Loans, each as defined in the Credit Agreement. Daily Simple SOFR Rate Loans and Term SOFR Rate Loans bear interest

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at a rate equal to the sum of 3.50% and the higher of (a) SOFR, as defined in the Credit Agreement, and (b) 0%. Base Rate Loans bear interest at a rate equal to the sum of 2.50% and the highest of: (a) 0.50% in excess of the overnight federal funds rate, (b) the prime rate established by the administrative agent from time to time, (c) the one-month SOFR rate (adjusted for maximum reserves) plus 1.00% and (d) 0%. Additionally, we pay a commitment fee on the unfunded Secured Revolving Facility amount of 0.375%. We must also pay customary letter of credit fees.

The Credit Facility contains customary covenants including, among other things, limitations on restricted payments including: (i) dividends and distributions from restricted subsidiaries, (ii) requirements of minimum financial ratios, and (iii) limitation on additional borrowings based on certain financial ratios.

On February 10, 2026, we entered into the third amendment (the “Amendment”) to the Credit Agreement, which modified certain terms of our existing Credit Agreement. The 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 Management maintain 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 immediately prior to the Amendment effective date. Although the Secured Term Loan originally matured shortly after the balance sheet date, we completed the refinancing subsequent to December 31, 2025, but prior to the issuance of the consolidated financial statements that extended the contractual maturity of a portion of the obligation beyond one year. Accordingly, $15.8 million of the Secured Term Loan has been classified as long-term debt as of December 31, 2025, with the remaining $19.2 million classified as current with the first payment due in 2026.

Substantially concurrently with the effectiveness of the Amendment, we executed and delivered an unsecured guaranty of management’s obligations under the Credit Agreement.

For additional discussion on our debt obligations, see Note 10 to the Consolidated Financial Statements in Item 8 of this Report.

Equity

As of December 31, 2025, we had 414.7 million shares of common stock outstanding. See “—Overview and Recent Developments” above for information related to our actions to pursue a reverse stock split and Note 12 to the Consolidated Financial Statements in Item 8 of this Report for additional information about our equity transactions.

Cash Flows

The following summary discussion of our cash flows is based on the consolidated statements of cash flows. The following table sets forth changes in cash flows for the periods indicated (dollars in thousands):

Year Ended December 31,

2025

2024

2023

Net cash provided by (used in) operating activities

$

(105,763)

$

(57,777)

$

(156,199)

Net cash provided by (used in) investing activities

88,610 

139,891 

(44,019)

Net cash provided by (used in) financing activities

(2,994)

(2,583)

(193,133)

2025 Cash Flows Compared to 2024 Cash Flows

Net cash used in operating activities was $105.8 million for the year ended December 31, 2025 compared to $57.8 million for the year ended December 31, 2024. The increase in net cash used in operating activities was primarily the result of a decline in medical margin and the timing of settlements with payors. Our cash flow from operations is dependent

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upon the number of members on our platform, the timing and amounts of settlements with payors and the level of operating and general and administrative expenses necessary to operate and grow our business, among other factors.

Net cash provided by investing activities was $88.6 million for the year ended December 31, 2025, compared to $139.9 million for the year ended December 31, 2024. Net cash provided by investing activities in 2025 and 2024 was primarily due to proceeds from the maturities, net of investments, of marketable securities of $103.6 million and $175.4 million, respectively. Additionally, for the year ended December 31, 2025, we received proceeds of $30.1 million primarily from the repayments from loans receivable. For the years ended December 31, 2025 and 2024, we made investments of $45.1 million and $55.0 million, respectively, primarily for the acquisition of intangible assets and property and equipment.

Net cash used in financing activities was $3.0 million for the year ended December 31, 2025 compared to $2.6 million for the year ended December 31, 2024.

Critical Accounting Estimates

Management’s discussion and analysis of our financial condition and results of operations is based on our financial statements, which have been prepared in accordance with U.S. GAAP. The preparation of financial statements in conformity with U.S. GAAP requires us to use judgment in the application of accounting policies, including making estimates and assumptions. We base estimates on the best information available to us at the time, our historical experience, known trends and events and various other assumptions that we believe are reasonable under the circumstances. These estimates affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting periods. If our judgment or interpretation of the facts and circumstances relating to various transactions or other matters had been different, it is possible that different accounting would have been applied, resulting in a different presentation of our consolidated financial statements. From time to time, we re-evaluate our estimates and assumptions. In the event estimates or assumptions prove to be different from actual results, adjustments are made in subsequent periods to reflect more current estimates and assumptions about matters that are inherently uncertain. For a more detailed discussion of our significant accounting policies, see Note 2 to the Consolidated Financial Statements in Item 8 of this Report. Below is a discussion of accounting policies that we consider critical in that they may require complex judgment in their application or require estimates about matters that are inherently uncertain.

Revenue Recognition

We recognize revenue in accordance with Accounting Standards Update (“ASU”) 2014-09, Revenue from Contracts with Customers (Topic 606) (“ASC 606”). Medical services revenue consists of capitation fees under contracts with various payors. Under the typical capitation arrangement, we are entitled to monthly PMPM fees to provide a defined range of healthcare services for MA health plan members attributed to our contracted physicians. PMPM fees are determined as a percent of the premium payors receive from CMS for these members. We generally accept full financial risk for members attributed to our contracted physicians, which means we are responsible for the cost of all healthcare services required by them. 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. We recognize revenue in the month in which eligible members are entitled to receive healthcare benefits during the contract term.

The transaction price for our MA capitation contracts is variable as the PMPM fees to which we are 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 demographic factors. Under this risk adjustment methodology, CMS calculates the risk adjusted premium payment using diagnosis data from various settings. We and our healthcare providers collect and submit the necessary and available diagnosis data to payors and we utilize such data to estimate risk adjustment payments to be received in subsequent periods. Risk adjustment-related revenues are estimated using the most likely amount methodology and amounts are only included in revenue to the extent that it is probable that a significant reversal of cumulative revenue will not occur once any uncertainty is resolved. PMPM fees are also subject to adjustment for incentives or penalties based on the achievement of certain quality metrics defined in our contracts with payors. We recognize incentive revenue as earned using the most likely amount methodology and only to the extent that it is probable that a significant reversal of cumulative revenue will not occur once any uncertainty is resolved.

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The determination of these estimates is subject to significant judgment. If these assessments were to change, the timing and amount of our revenue recognized would be impacted, which may be material to our consolidated financial statements.

Medical Services Expense and Related Payables

Medical services expense represents costs incurred for medical services provided to members by physicians, hospitals and other ancillary providers for which we are financially responsible, and which are paid either directly by us or by payors with whom we have contracted. Medical services expenses are recognized in the period in which services are provided and include estimates of our obligations for medical services that have been rendered by third parties, but for which claims have either not yet been received, processed or paid.

Such estimates are based on many variables, including utilization trends and historical and statistical lag analysis, among other factors. The assumptions for making such estimates and establishing liabilities are continually reviewed and updated, and any adjustments resulting therein are reflected in current period earnings. These estimates may differ from actual results, which could be material to our consolidated financial statements. The difference between the estimated liability and the related actual settlement of claims is recognized in the period the claims are settled.

If it is determined that our assumptions in estimating such liabilities are significantly different than actual results, our results of operations and financial position could be impacted in future periods. Adjustments of prior period estimates may result in additional medical care expense or a reduction of medical care expense in the period an adjustment is made. Further, due to the considerable variability of healthcare costs, adjustments to claim liabilities occur each period and may be significant as compared to the net income (loss) recorded in that period.

The estimate of medical costs payable represents our best estimate of our liability for unpaid medical costs.

Recent Accounting Pronouncements

For the impact of new accounting standards, see Note 2 to the Consolidated Financial Statements in Item 8 of this Report.