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0001831097FALSE00018310972025-11-042025-11-04

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
_____________________________________________
FORM 8-K
_____________________________________________
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): November 4, 2025
_____________________________________________
agilon health, inc.
(Exact name of Registrant as Specified in Its Charter)
_____________________________________________
Delaware 001-40332 37-1915147
(State or Other Jurisdiction
of Incorporation)
(Commission File Number)
(IRS Employer
Identification No.)
440 Polaris Parkway, Suite 550
Westerville, Ohio
43082
(Address of Principal Executive Offices) (Zip Code)
Registrant’s Telephone Number, Including Area Code: 562 256-3800
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
_____________________________________________
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Trading
Symbol(s)
Name of each exchange on which registered
Common stock, par value $0.01 per share AGL The New York Stock Exchange
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
Emerging growth company o
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o On November 4, 2025, agilon health, inc. (the “Company”), a Delaware corporation, issued a press release setting forth its financial results for the three and nine months ended September 30, 2025. A copy of the press release is furnished herewith as Exhibit 99.1 and is incorporated by reference herein.



Item 2.02 Results of Operations and Financial Condition.
Item 7.01 Regulation FD Disclosure.
On November 4, 2025, the Company issued an investor presentation regarding the Company’s financial results for the three and nine months ended September 30, 2025. A copy of the investor presentation is furnished herewith as Exhibit 99.3.
The information set forth in Items 2.02 and 7.01 of this Current Report on Form 8-K and the related information in Exhibits 99.1 and 99.2 attached hereto is being furnished herewith, and shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section and shall not be incorporated by reference in any filing with, the Securities and Exchange Commission under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference therein.
Item 9.01 Financial Statements and Exhibits.
(d)Exhibits
Exhibit
Number
Description
99.1
99.2
104 Cover Page Interactive Data File (embedded within the Inline XBRL document)



SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
agilon health, inc.
Date: November 4, 2025 By: /s/ JEFFREY SCHWANEKE
Jeffrey Schwaneke
Chief Financial Officer

EX-99.1 2 agl-20250930xexx991.htm EX-99.1 Document

Exhibit 99.1

agilon health Reports Third Quarter 2025 Results and Re-Establishes Full Year Outlook
Continued Progress on Transformation Initiatives Including the Execution of $30 million in 2026 Operating Cost Reductions
Westerville, O.H., November 4, 2025 – agilon health, inc. (NYSE: AGL), the trusted partner empowering physicians to transform health care in our communities, today announced results for the third quarter ended September 30, 2025 and provided a full-year 2025 outlook.
“In the third quarter we made tangible progress executing on our transformation initiatives while continuing to absorb the impact of historical challenges. We have enhanced data visibility, instilled a greater financial discipline in our payor contracting processes, and reduced operating costs,” said Ronald A. Williams, Executive Chair. “We are building a more streamlined, agile, accountable, and performance-driven organization. These efforts are already delivering measurable impact—reducing operating expenses by an expected $30 million in 2026, and supporting strong performance expectations for our BOI, clinical, and quality initiatives, with additional potential from more favorable rates, contract economics and payer bids. We remain focused on driving improved and sustainable financial performance in a dynamic healthcare market.”
Third Quarter 2025 Results:
•The third quarter of 2025 reflects the impact of lower-than-expected 2025 risk adjustment revenue of $73 million including a 9-month true-up for the remaining 28% of members not included in second quarter 2025 results. The higher-than-average impact for the remaining 28% was primarily driven by one payer representing a new market in 2024, where we did not have prior year data. This payer is now in our financial data pipeline which provides confidence in establishing our risk score baseline and potential for 2026. In addition, the quarter reflects a prudent estimate of medical cost trend as well as a $20 million negative impact from exited markets.
•Total members on the agilon platform decreased to 618,000 as of September 30, 2025, including 503,000 Medicare Advantage members and 115,000 ACO REACH model beneficiaries, as compared to September 30, 2024. Year-over-year changes to membership reflect previously disclosed market exits.
•Total revenue of $1.44 billion in the third quarter 2025 decreased 1% compared to $1.45 billion in the third quarter 2024. Revenue reflects membership growth in new markets and same geography growth more than offset by the impact from market exits as well as the aforementioned reduction to risk adjustment revenue contribution.
•Gross profit was negative $68 million in the third quarter 2025 compared to negative $64 million in the third quarter 2024. Net loss was $110 million in the third quarter 2025 compared to net loss of $118 million in the third quarter 2024.
•Medical margin was negative $57 million during the third quarter 2025, compared to negative $58 million in the third quarter 2024.
•Adjusted EBITDA loss was $91 million in the third quarter 2025 compared to loss of $96 million in the third quarter 2024.




Key Financial and Operating Metrics ($M):
(Third Quarter 2025 vs. 2024)

Three Months
Ended September 30,
Change
2025 2024 % YoY
Medicare Advantage Members1
503,000 525,000 (4%)
ACO Model Members1,2
115,000 132,000 (13%)
Total Members Live on Platform1,2
618,000 657,000 (6%)
Avg. Medicare Advantage Members 510,000 535,000 (5%)
Total Revenues $1,435 $1,451 (1%)
Gross Profit (Loss) ($68) $(64) (5%)
Medical Margin ($57) $(58) 2%
Net Income (Loss) ($110) ($118) 6%
Adjusted EBITDA3
($91) ($96) 5%
Geography Entry Costs $7 $7 —%
1.Membership metrics reflect end of period results.
2.agilon’s ACO model entities are not included within its consolidated financial results.
3.agilon’s ACO model entities contributed $18 million and $12 million to Adjusted EBITDA during the third quarter 2025 and third quarter 2024, respectively.
Capital Position and Balance Sheet
agilon health’s balance sheet as of September 30, 2025 included cash and cash equivalents and marketable securities of $311 million and total debt of $35 million. At the end of the quarter, agilon health had $172 million of cash associated with the Company’s unconsolidated ACO model entities.
Fiscal Year 2025 Guidance
Guidance reflects the full year impact of approximately $150 million from lower-than-expected risk adjustment revenue. Medical margin guidance below includes approximately $70 million of negative prior period development reported year to date, and the full year expected impact from exited markets of $60 million.





Guidance ($M):
Year Ending
December 31, 2025
Low High
Medicare Advantage Members1
503,000 506,000
ACO Model Members1,2
113,000 115,000
Total Members Live on Platform1
616,000 621,000
Avg. Medicare Advantage Members 500,000 501,000
Total Revenues $5,810 $5,830
Medical Margin ($5) $15
Adjusted EBITDA3
($270) ($245)
Geography Entry Costs4
$32 $30
1.Membership reflects management’s outlook for end of period.
2.agilon’s partnered ACO model entities are not consolidated within its financial results.
3.Adjusted EBITDA contribution from ACO model entities is expected to be approximately $40-$45 million for fiscal year 2025.
4.Geography Entry Costs represent the corresponding expense included in the low-end and high-end of management’s outlook for Adjusted EBITDA.
Webcast and Conference Call
agilon health will host a conference call to discuss third quarter 2025 results on Tuesday, November 4, 2025, at 4:30 PM Eastern Time. The conference call can be accessed by dialing (833) 470-1428 for U.S. participants and +1 (404) 975-4839 for international participants and referencing participant code 291396. A simultaneous listen-only, live webcast can be accessed by visiting the “Events & Presentations” section of agilon’s Investor Relations website at https://investors.agilonhealth.com. A replay of the call will be available via webcast for on-demand listening shortly after the completion of the call.
About agilon health
agilon health is the trusted partner empowering physicians to transform health care in our communities. Through our partnerships and purpose-built platform, agilon is accelerating at scale how physician groups and health systems transition to a value-based Total Care Model for their senior patients. agilon provides the technology, people, capital, process, and access to a peer network of approximately 2,200 primary care physicians (PCPs) that allow its physician partners to maintain their independence and focus on the total health of their most vulnerable patients. Together, agilon and its physician partners are creating the healthcare system we need – one built on the value of care, not the volume of fees. The result: healthier communities and empowered doctors. agilon is the trusted partner in 30 diverse communities and is here to help more of our nation's leading physician groups and health systems have a sustained, thriving future. For more information visit www.agilonhealth.com and connect with us on LinkedIn.



Forward-Looking Statements
Statements in this release that are not historical factual statements are “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Forward-looking statements include, among other things, statements regarding our and our officers’ intent, belief or expectation as identified by the use of words 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. Examples of forward-looking statements include, among other things: statements regarding our transformation initiatives, anticipated benefits of our strategic initiatives, expectations related to operating and financial results, strategic growth plans and alignment with the macro environment, expected revenue, medical costs, net income and gross profit, total and average membership, Adjusted EBITDA, Medical Margin, geography entry costs and other financial projections and assumptions, including our fiscal year 2025 guidance. Forward-looking statements reflect our current expectations and views about future events and are subject to risks and uncertainties that could significantly affect our future financial condition and results of operations. While forward-looking statements reflect our good faith belief and assumptions we believe to be reasonable based upon current information, we can give no assurance that our expectations or forecasts will be attained. Forward-looking statements are subject to known and unknown risks and uncertainties, many of which may be outside our control. These risks and uncertainties that could cause actual results and outcomes to differ from those reflected in forward-looking statements include, but are not limited to: 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 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; public health crises, such as pandemics or epidemics, could adversely affect us; inaccuracy in estimates of our members’ risk adjustment factors, medical services expense, incurred but not reported claims, and earnings pursuant to payor contracts; the impact of restrictive clauses or exclusivity provisions in some of our contracts with physician partners; our ability to hire and retain qualified personnel; 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 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 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; lawsuits not covered by insurance and securities class action litigation; sustainability issues; our stock price may be volatile; and risks related to management transitions, including the search for a permanent CEO, and our ability to effectively manage leadership changes; and risks related to other factors discussed in our filings with the Securities and Exchange Commission (the “SEC”), including the factors discussed under “Risk Factors” in our Annual Report on Form 10-K for the fiscal year ended December 31, 2024, which can be found at the SEC’s website at www.sec.gov. Additionally, ongoing implementation of performance initiatives, leadership changes, and dynamic market conditions create additional uncertainty regarding our future operating and financial performance. 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.




agilon health, inc.
Condensed Consolidated Balance Sheets
In thousands, except per share data
September 30,
2025
December 31,
2024
(unaudited)
ASSETS
Current assets:
Cash and cash equivalents $ 171,684  $ 188,231 
Restricted cash and equivalents —  5,629 
Marketable securities 139,170  211,737 
Receivables, net 947,157  1,017,040 
Prepaid expenses and other current assets, net 80,017  35,137 
Total current assets 1,338,028  1,457,774 
Property and equipment, net 26,148  28,169 
Intangible assets, net 75,254  72,771 
Goodwill 24,133  24,133 
Other assets 132,682  151,136 
Total assets $ 1,596,245  $ 1,733,983 
LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)
Current liabilities:
Medical claims and related payables $ 1,059,398  $ 931,664 
Accounts payable and accrued expenses 145,517  220,342 
Current debt 34,966  — 
Total current liabilities 1,239,881  1,152,006 
Long-term debt —  34,904 
Other liabilities 50,287  76,121 
Total liabilities 1,290,168  1,263,031 
Commitments and contingencies
Stockholders' equity (deficit):
Common stock, $0.01 par value: 2,000,000 shares authorized; 414,570 and 412,194 shares issued and outstanding, respectively 4,146  4,122 
Additional paid-in capital 2,090,493  2,053,895 
Accumulated deficit (1,789,442) (1,586,977)
Accumulated other comprehensive income (loss) 880  (88)
Total stockholders’ equity (deficit) 306,077  470,952 
Total liabilities and stockholders’ equity (deficit) $ 1,596,245  $ 1,733,983 



agilon health, inc.
Condensed Consolidated Statements of Operations
In thousands, except per share data
(unaudited)
Three Months Ended
September 30,
Nine Months Ended
September 30,
2025 2024 2025 2024
Revenues:
Medical services revenue $ 1,432,437  $ 1,447,697  $ 4,354,355  $ 4,528,471 
Other operating revenue 2,884  3,235  8,730  9,573 
Total revenues 1,435,321  1,450,932  4,363,085  4,538,044 
Expenses:
Medical services expense 1,489,479  1,505,950  4,336,591  4,323,852 
Other medical expenses 13,488  9,149  95,845  171,096 
General and administrative 56,198  63,123  178,435  209,157 
Depreciation and amortization 7,430  6,218  21,625  17,969 
Total expenses 1,566,595  1,584,440  4,632,496  4,722,074 
Income (loss) from operations (131,274) (133,508) (269,411) (184,030)
Other income (expense):
Income (loss) from equity method investments 13,133  2,047  31,217  17,686 
Other income (expense), net 9,441  16,061  26,581  26,794 
Interest expense (1,838) (1,622) (4,925) (4,603)
Income (loss) before income taxes (110,538) (117,022) (216,538) (144,153)
Income tax benefit (expense) 331  590  73  306 
Income (loss) from continuing operations (110,207) (116,432) (216,465) (143,847)
Discontinued operations:
Income (loss) before gain (loss) on sales —  (1,183) —  (1,701)
Adjustments on sale of assets, net —  —  14,000  (8,763)
Total discontinued operations —  (1,183) 14,000  (10,464)
Net income (loss) (110,207) (117,615) (202,465) (154,311)
Noncontrolling interests’ share in (earnings) loss —  —  —  (50)
Net income (loss) attributable to common shares $ (110,207) $ (117,615) $ (202,465) $ (154,361)
Net income (loss) per common share, basic and diluted
Continuing operations $ (0.27) $ (0.29) $ (0.52) $ (0.35)
Discontinued operations $ —  $ —  $ 0.03  $ (0.03)
Weighted average shares outstanding
Basic and diluted 414,465 411,591 413,751 410,604



agilon health, inc.
Condensed Consolidated Statements of Cash Flows
In thousands
(unaudited)
Nine Months Ended September 30,
2025 2024
Cash flows from operating activities:
Net income (loss) $ (202,465) $ (154,311)
Adjustments to reconcile net income (loss) to net cash used in operating activities:
Depreciation and amortization 21,625  17,969 
Stock-based compensation expense 39,599  48,375 
Loss (income) from equity method investments (31,217) (17,686)
Distributions of earnings from equity method investments —  3,340 
Adjustments on sale of assets, net (14,000) 3,784 
Other noncash items (5,571) (491)
Changes in operating assets and liabilities: 106,803  24,824 
Net cash provided by (used in) operating activities (85,226) (74,196)
Cash flows from investing activities:
Purchase of property and equipment (10,274) (9,985)
Purchase of intangible assets (23,076) (18,877)
Investment in loans receivable and other (1,000) (9,742)
Investments in marketable securities (60,154) (12,006)
Proceeds from maturities of marketable securities and other 160,531  166,828 
Net cash provided by (used in) investing activities 66,027  116,218 
Cash flows from financing activities:
Proceeds from (payments for) equity issuances, net (2,977) 1,189 
Repayments of long-term debt —  (3,750)
Net cash provided by (used in) financing activities (2,977) (2,561)
Net increase (decrease) in cash, cash equivalents and restricted cash and equivalents (22,176) 39,461 
Cash, cash equivalents and restricted cash and equivalents, beginning of period 193,860  114,329 
Cash, cash equivalents and restricted cash and equivalents, end of period $ 171,684  $ 153,790 



agilon health, inc.
Key Operating Metrics
In thousands
(unaudited)
GROSS PROFIT (LOSS)
Three Months Ended
September 30,
Nine Months Ended
September 30,
2025 2024 2025 2024
Total revenues $ 1,435,321  $ 1,450,932  $ 4,363,085  $ 4,538,044 
Medical services expense (1,489,479) (1,505,950) (4,336,591) (4,323,852)
Other medical expenses(1)
(13,488) (9,149) (95,845) (171,096)
Gross profit (loss) $ (67,646) $ (64,167) $ (69,351) $ 43,096 
______________________________________________________________
(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 three months ended September 30, 2025 and 2024, costs incurred in implementing geographies were $1.9 million and $1.4 million, respectively. For the nine months ended September 30, 2025 and 2024, costs incurred in implementing geographies were $0.9 million and $2.0 million, respectively.

GENERAL AND ADMINISTRATIVE COSTS, INCLUDING PLATFORM SUPPORT COSTS
Three Months Ended
September 30,
Nine Months Ended
September 30,
2025 2024 2025 2024
Platform support costs $ 38,652  $ 42,353  $ 120,313  $ 129,752 
Geography entry costs(1)
4,807  5,857  15,617  21,182 
Severance and related costs 4,092  1,453  4,736  4,736 
Stock-based compensation expense 7,498  13,259  39,599  48,375 
Other(2)
1,149  201  (1,830) 5,112 
General and administrative $ 56,198  $ 63,123  $ 178,435  $ 209,157 
______________________________________________________________
(1)Represents direct geography entry costs, including investments to develop and expand our platform and costs in geographies that are in implementation and are not yet generating revenue and investments to grow existing markets.
(2)Includes transaction-related 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.



agilon health, inc.
Non-GAAP Financial Measures
In thousands
(unaudited)
MEDICAL MARGIN
Three Months Ended
September 30,
Nine Months Ended
September 30,
2025 2024 2025 2024
Gross profit (loss)(1)
$ (67,646) $ (64,167) $ (69,351) $ 43,096 
Other operating revenue (2,884) (3,235) (8,730) (9,573)
Other medical expenses 13,488  9,149  95,845  171,096 
Medical margin $ (57,042) $ (58,253) $ 17,764  $ 204,619 
______________________________________________________________
(1)Gross profit (loss) is defined as total revenues less medical services expense and other medical expenses.
ADJUSTED EBITDA
Three Months Ended
September 30,
Nine Months Ended
September 30,
2025 2024 2025 2024
Net income (loss)(1)
$ (110,207) $ (117,615) $ (202,465) $ (154,311)
(Income) loss from discontinued operations, net of income taxes —  1,183  (14,000) 10,464 
Interest expense 1,838  1,622  4,925  4,603 
Income tax expense (benefit) (331) (590) (73) (306)
Depreciation and amortization 7,430  6,218  21,625  17,969 
Severance and related costs 4,092  1,453  4,736  4,736 
Stock-based compensation expense 7,498  13,259  39,599  48,375 
EBITDA adjustments related to equity method investments(2)
4,969  9,719  16,178  15,025 
Other(3)
(6,781) (11,718) (24,783) (16,800)
Adjusted EBITDA $ (91,492) $ (96,469) $ (154,258) $ (70,245)
______________________________________________________________
(1)Includes direct geography entry costs, including investments to develop and expand our platform and costs in geographies that are in implementation and are not yet generating revenue and investments to grow existing markets. For the three months ended September 30, 2025 and 2024, (i) $1.9 million and $1.4 million, respectively, are included in other medical expenses and (ii) $4.8 million and $5.8 million, respectively, are included in general and administrative expenses. For the nine months ended September 30, 2025 and 2024, (i) $0.9 million and $2.0 million, respectively, are included in other medical expenses and (ii) $15.6 million and $21.2 million, respectively, are included in general and administrative expenses.
(2)Includes elimination of certain administrative services provided by agilon health, inc. to equity method investments.
(3)Includes interest income, transaction-related costs and elimination of certain administrative services provided by agilon health, inc. to equity method investments.










agilon health, inc.
Supplemental Financial Information
In thousands
(unaudited)

Three Months Ended
September 30, 2025
Nine Months Ended
September 30, 2025
Medicare Advantage (Consolidated) CMS ACO Models (Unconsolidated) Medicare Advantage (Consolidated) CMS ACO Models (Unconsolidated)
Medical services revenue $ 1,432,437  $ 458,309  $ 4,354,355  $ 1,306,580 
Other operating revenue 2,884  —  8,730  — 
Total revenues 1,435,321  458,309  4,363,085  1,306,580 
Medical services expense (1,489,479) (401,473) (4,336,591) (1,155,228)
Other medical expenses (13,488) (33,660) (95,845) (87,750)
Gross profit (loss) (67,646) 23,176  (69,351) 63,602 
Other operating revenue (2,884) —  (8,730) — 
Other medical expenses 13,488  33,660  95,845  87,750 
Medical margin $ (57,042) $ 56,836  $ 17,764  $ 151,352 

Certain of our operations are not consolidated for the period presented because we do not have the ability to control certain activities due to another party’s control of the entities’ board of directors. Although revenues of the unconsolidated operations are not recorded as revenues by us, income (loss) from equity method investments is nonetheless a significant portion of our overall earnings. See Note 14 to the Condensed Consolidated Financial Statements in the Quarterly Report on Form 10-Q for the period ending September 30, 2025 for additional discussion on our equity method investments.

In addition to providing results that are determined in accordance with GAAP, we present Medical Margin and Adjusted EBITDA, which are non-GAAP financial measures.
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 per member per month (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 GAAP measure to Medical Margin. Net income (loss) is the most directly comparable 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.




Contacts
Investor Contacts
Evan Smith, CFA
SVP Investor Relations
evan.smith@agilonhealth.com

Megan Cagle
investors@agilonhealth.com
Media Contacts
Stephanie Law
Corporate Communications
media@agilonhealth.com



EX-99.2 3 ex992investorpresention3.htm EX-99.2 ex992investorpresention3
3Q Earnings Presentation November 2025 Copyright © 2025 agilon health. Confidential internal document containing proprietary information. Do not distribute.


 
2 Disclaimers and Forward-Looking Statements FORWARD-LOOKING STATEMENTS AND OTHER INFORMATION Statements in this presentation that are not historical factual statements are “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Forward-looking statements include, among other things, statements regarding our and our officers’ intent, belief or expectation as identified by the use of words 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. Examples of forward-looking statements include, among other things: statements regarding our expectation about levers in 2026, our cash flow and capital priorities, total and average membership, expected Total Revenues, Medical Margin, Adjusted EBITDA, Geography Entry Costs and other financial projections and assumptions, including our full year 2025 guidance. Forward-looking statements reflect our current expectations and views about future events and are subject to risks and uncertainties that could significantly affect our future financial condition and results of operations. While forward-looking statements reflect our good faith belief and assumptions we believe to be reasonable based upon current information, we can give no assurance that our expectations or forecasts will be attained. Forward-looking statements are subject to known and unknown risks and uncertainties, many of which may be outside our control, including but not limited to: 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 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; public health crises, such as pandemics or epidemics, could adversely affect us; inaccuracy in estimates of our members’ risk adjustment factors, medical services expense, incurred but not reported claims, and earnings pursuant to payor contracts; the impact of restrictive clauses or exclusivity provisions in some of our contracts with physician partners; our ability to hire and retain qualified personnel; 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 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 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; lawsuits not covered by insurance and securities class action litigation; sustainability issues; our stock price may be volatile; and risks related to management transitions, including the search for a permanent CEO, and our ability to effectively manage leadership changes . These risks and uncertainties that could cause actual results and outcomes to differ from those reflected in forward-looking statements include, but are not limited to, those factors discussed in our filings with the Securities and Exchange Commission (the “SEC”), including the factors discussed under “Risk Factors” in our Annual Report on Form 10-K for the fiscal year ended December 31, 2024, which can be found at the SEC’s website at www.sec.gov. Additionally, ongoing implementation of performance initiatives, leadership changes, and dynamic market conditions create additional uncertainty regarding our future operating and financial performance. 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. NON-GAAP FINANCIAL MEASURES This presentation includes references to non‐GAAP financial measures, including but not limited to Medical Margin and 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 Medical Margin and Adjusted EBITDA have limitations as analytical tools and should not be considered in isolation or as an alternative to GAAP measures or other financial statement data presented in agilon’s consolidated financial statements. Reconciliation of such non-GAAP measures to the applicable GAAP measures are set forth in the appendix. TRADEMARKS All rights to the trademarks included herein, other than the Company’s trademarks, belong to their respective owners and our use hereof does not imply any endorsement by the owners of these trademarks.


 
3 Q3 2025 Highlights • Reduced revenue resulting from the impact of in-year risk adjustment revenue and exited markets partially offset by disciplined approach to medical cost reserving  Total risk adjustment impact of $73M in the third quarter including 9-month true-up for 28% of membership not included in second quarter 2025 results  Lower profitability from exited markets of $20M in the third quarter of 2025  Medical cost trend for the first half of 2025 of ~5.7%; applied a conservative Q3 reserve following favorable development in the first half of the year • Strong ACO REACH performance demonstrates Total Care Model’s ability to deliver on shared savings, quality and care experience for our senior patients. • Adjusted EBITDA – Lower medical margin is partially offset by operating expense savings and ACO REACH performance


 
4 Improved Executional Rigor Focused on Urgency, Accountability, and Performance • 75% of agilon members in 4+ Star plans for PY27 • agilon specific performance delivers 4.2 consolidated stars on average for PY27 • Clinical pathways expansion and execution • Reduced Operating Expenses by $30M in 2026 • Operating discipline aligned with key priorities • Strong balance sheet with ~$311M1 in cash & short-term investments • Expect to close 2025 with $310M+2 in cash; close 2026 with $100M+2 Progress on Key Strategic Initiatives • Improved data visibility to ~80% of membership • Negotiated contracting for 2026 expectations • Improved economics • Reduced Part D Risk • Enhanced Quality Incentives Payor & Data Performance Cost Discipline Financial Strength Note1: Excludes $172M in ACO REACH entities cash Note2: Includes cash in ACO REACH entities ‘26 Performance Expected to be Enhanced by Positive Rates, Favorable Payer Bids and Plan Design


 
Quarter Ending September 30, 2025 ($M) Medicare Advantage Members 503,000 ACO Model Members 115,000 Total Members Live on Platform 618,000 Avg. Medicare Advantage Members 510,000 Total Revenues 1,435 Gross Profit (Loss) ($68) Medical Margin ($57) Net Income (Loss) ($110) Adjusted EBITDA ($91) Geography Entry Costs $7 Q3 2025 Financial Performance 5


 
6 Year Ending December 31, 2025 ($M) Medicare Advantage Members 503,000 – 506,000 ACO Model Members 113,000 – 115,000 Total Members Live on Platform 616,000 – 621,000 Avg. Medicare Advantage Members 500,000 – 501,000 Total Revenues $5,810 – $5,830 Medical Margin ($5) – $15 Adjusted EBITDA ($270) – ($245) Geography Entry Costs $32 – $30 2025 Financial Outlook Note: We have not reconciled guidance for Medical Margin to Gross Profit or Adjusted EBITDA to net income (loss), the most comparable GAAP measures, and have not provided forward-looking guidance for net income (loss) in each case because of the uncertainty around certain items that may impact Gross Profit or net income (loss), including non-cash stock-based compensation.


 
7 Expected Levers for 2026 Performance Medical Margin Anticipated Impact Comments CMS Final ‘26 Rate Positive Begins to meaningfully address recent high cost and utilization trends Payer Bids Positive Favorable impact expected from changes in benefit design based on bid reviews representing a majority of our membership including increased premiums, MOOP, and deductibles as well as reduced benefits. Contracting Positive Initial contracting discussions representing a majority our membership indicate potential improvement in economics - Percentage of Premium and reduced Part D exposure RAF Positive Improved baseline visibility from enhanced data pipeline covering 80% of membership, combined with advances in BOI and clinical pathway initiatives anticipated to exceed V28 hurdle. Quality Positive Increased incentives tied to quality performance Cost Trend TBD Expect continued elevated cost trend Operating Expense OPEX Cost Initiatives Positive $30 million estimated cost reduction impact in ‘26 - Cost rationalization from better alignment of incentives with our PCP partners, as well as a reduction in overhead and vendor costs. Adjusted EBITDA ACO REACH Negative Expect strong performance but changes to program expected to reduce YoY profitability


 
8 Medical Margin Bridge – FY 2025 Updated Guidance (mid-point) vs. Last Guidance (mid-point) provided during 2Q Earnings Release FY 2025 Financial Summary The full-year medical margin outlook reflects updated RAF visibility, maintaining medical cost trends, and the continued wind-down of exited markets through year- end. • Risk Adjustment (RAF): Full year impact of ~$150 million; updated using visibility from mid-year risk adjustment data across the full book of business, including payors with limited data visibility (not in the enhanced data pipeline and new markets). • Medical Costs: Maintaining the full-year cost trend assumption of mid-5%; results include favorable restatements in Q1 and Q2 (~5.7%). • Prior Year Development (PYD): Largely consistent with prior disclosures; minimal incremental PYD in Q3. • Exited Markets: Continue to weigh on 2025 results


 
9 Medical Margin Bridge – FY 2025 Step Off 2025 Pro Forma Step Off and Expected Levers for 2026 Performance 2026 Levers Anticipated Impact • CMS Final ‘26 Rate ↑ • Contracting ↑ • Risk Adjustment ↑ • Quality ↑ • Payer Bids ↑ • Cost Trend TBD


 
10 Adjusted EBITDA Bridge – FY 2025 Updated Guidance (mid-point) vs. Last Guidance (mid-point) provided during 2Q Earnings Release FY 2025 Financial Summary The full-year adjusted EBITDA outlook incorporates the medical margin impact, with strong REACH performance and cost actions mitigating 2025 results and positioning for stronger 2026 performance. • Medical Margin Impact: Adjusted EBITDA reflects the flow-through of medical margin changes tied to updated RAF visibility and the continued wind-down of exited markets through year-end. • Operating & Geo. Entry Expenses: Cost reduction initiatives and lower geography entry spending provided limited benefit in 2025, with savings expected to annualize and deliver approximately $30 million of adj. EBITDA improvement in 2026. • REACH EBITDA: Strong performance supported by sustained operating execution.


 
11 Adjusted EBITDA Bridge – FY 2025 Step Off 2025 Pro Forma Step Off and Expected Levers for 2026 Performance 2026 Levers Anticipated Impact Medical Margin • CMS Final ‘26 Rate ↑ • Contracting ↑ • Risk Adjustment ↑ • Quality ↑ • Payer Bids ↑ • Cost Trend TBD Operating Expenses/Other • OPEX Cost Initiatives ↑ • ACO REACH ↓


 
12 Non-GAAP Reconciliations


 
13 Non-GAAP Reconciliations (Dollars in thousands) Three Months Ended September 30, Nine Months Ended September 30, 2025 2024 2025 2024 Gross profit (loss)(1) $ (67,646) $ (64,167) $ (69,351) $ 43,096 Other operating revenue (2,884) (3,235) (8,730) (9,573) Other medical expenses 13,488 9,149 95,845 171,096 Medical margin $ (57,042) $ (58,253) $ 17,764 $ 204,619 1) Gross profit is defined as total revenues less medical services expenses and other medical expense. Medical Margin


 
14 Non-GAAP Reconciliations (Dollars in thousands) Three Months Ended September 30, Nine Months Ended September 30, 2025 2024 2025 2024 Net income (loss)(1) $ (110,207) $ (117,615) $ (202,465) $ (154,311) (Income) loss from discontinued operations, net of income taxes — 1,183 (14,000) 10,464 Interest expense 1,838 1,622 4,925 4,603 Income tax expense (benefit) (331) (590) (73) (306) Depreciation and amortization 7,430 6,218 21,625 17,969 Severance and related costs 4,092 1,453 4,736 4,736 Stock-based compensation expense 7,498 13,259 39,599 48,375 EBITDA adjustment related to equity method investments(2) 4,969 9,719 16,178 15,025 Other(3) (6,781) (11,718) (24,783) (16,800) Adjusted EBITDA $ (91,492) $ (96,469) $ (154,258) $ (70,245) 1) Includes direct geography entry costs, including investments to develop and expand our platform and costs in geographies that are in implementation and are not yet generating revenue and investments to grow existing markets. For the three months ended September 30, 2025 and 2024, (i) $1.9 million and $1.4 million, respectively, are included in other medical expenses and (ii) $4.8 million and $5.8 million, respectively, are included in general and administrative expenses. For the nine months ended September 30, 2025 and 2024, (i) $0.9 million and $2.0 million, respectively, are included in other medical expenses and (ii) $15.6 million and $21.2 million, respectively, are included in general and administrative expenses. 2) Includes elimination of certain administrative services provided by agilon health, inc. to equity method investments. 3) Includes interest income, transaction-related costs and elimination of certain administrative services provided by agilon health, inc. to equity method investments. Adjusted EBITDA