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0001831097FALSE00018310972026-02-252026-02-25

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): February 25, 2026
_____________________________________________
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 February 25, 2026, agilon health, inc. (the “Company”), a Delaware corporation, issued a press release setting forth its financial results for the three and twelve months ended December 31, 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 February 25, 2026, the Company issued an investor presentation regarding the Company’s financial results for the three and twelve months ended December 31, 2025. A copy of the investor presentation is furnished herewith as Exhibit 99.2.
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: February 25, 2026 By: /s/ JEFFREY SCHWANEKE
Jeffrey Schwaneke
Chief Financial Officer

EX-99.1 2 agl-20251231xexx991.htm EX-99.1 Document

Exhibit 99.1

agilon health Reports Fourth Quarter and Full Year Fiscal 2025 Results
Issues 2026 Guidance Highlighting Expected Breakeven Adjusted EBITDA Midpoint
Westerville, O.H., February 25, 2026 – agilon health, inc. (NYSE: AGL), the trusted partner empowering physicians to transform health care in our communities, today announced results for the fourth quarter and fiscal year ended December 31, 2025.
“2025 was a pivotal year for agilon. We confronted challenges head-on and focused our actions to accelerate meaningful transformation across the company — enhancing execution, improving operating discipline, and fundamentally strengthening the economics of our model,” stated Ronald A. Williams, Executive Chair. "While we were not satisfied by our 2025 financial performance, the transformation initiatives are delivering tangible benefits which support our expectation for material improvement in 2026. Based on the progress we have made and the momentum we are carrying into 2026, I am confident in our trajectory and firmly believe agilon and our partners are entering the next phase with a stronger foundation, a more resilient model, and a clear path to sustainable value creation.”
Fourth Quarter and Fiscal Year 2025 Results:
•Total members on the agilon platform decreased to 625,000 as of December 31, 2025, comprising 511,000 Medicare Advantage members and 114,000 ACO model beneficiaries. Year-over-year changes to membership reflect previously disclosed market exits.
•Total revenue of $1.57 billion in the fourth quarter 2025 increased 3% compared to $1.52 billion in the fourth quarter 2024. For the fiscal year 2025, total revenue of $5.93 billion decreased 2% compared to $6.06 billion in 2024. Revenue reflects membership growth in new markets and same geography growth more than offset by the impact from market exits.
•Gross loss of $91 million in the fourth quarter 2025 compared to gross loss of $38 million in the fourth quarter 2024. For the fiscal year 2025, gross loss was $160 million compared to gross profit of $5 million in 2024. Net loss was $189 million in the fourth quarter of 2025 compared to a net loss of $106 million in the fourth quarter of 2024. For the fiscal year 2025, net loss of $391 million compared to a net loss of $260 million in 2024.
•Medical margin was negative $74 million during the fourth quarter 2025, compared to earnings of $1 million in the fourth quarter 2024. For the fiscal year 2025, medical margin was negative $57 million, compared to earnings of $205 million in 2024. Medical margin includes cost trend for Medicare Advantage members reserved at approximately 7.4% for the fourth quarter, in line with 7.2% in the third quarter and approximately 6.5% for the full year.
•Adjusted EBITDA loss was $142 million in the fourth quarter 2025, compared to an Adjusted EBITDA loss of $84 million in the fourth quarter 2024. For the fiscal year 2025, Adjusted EBITDA loss of $296 million, compared to Adjusted EBITDA loss of $154 million in the fiscal year 2024.



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

Three Months
Ended December 31,
Change
2025 2024 % YoY
Medicare Advantage Members1
511,000 527,000 (3%)
ACO Model Members1,2
114,000 132,000 (14%)
Total Members Live on Platform1,2
625,000 659,000 (5%)
Avg. Medicare Advantage Members 540,000 527,000 2%
Total Revenues $1,569 $1,522 3%
Gross Profit (Loss) ($91) ($38) (137%)
Medical Margin ($74) $1 NM
Net Income (Loss) ($189) ($106) (79%)
Adjusted EBITDA3
($142) ($84) (69%)
Geography Entry Costs $9 $11 (18%)
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 losses of $6 million and earnings of $42 thousand to Adjusted EBITDA during the fourth quarter 2025 and fourth quarter 2024, respectively.
Key Financial and Operating Metrics ($M):
(Fiscal Year 2025 vs. 2024)

Twelve Months
Ended December 31,
Change
2025 2024 % YoY
Medicare Advantage Members1
511,000 527,000 (3%)
ACO Model Members1,2
114,000 132,000 (14%)
Total Members Live on Platform1,2
625,000 659,000 (5%)
Avg. Medicare Advantage Members 510,000 522,000 (2%)
Total Revenues $5,933 $6,061 (2%)
Gross Profit (Loss) $(160) $5 NM
Medical Margin $(57) $205 (128%)
Net Income (Loss) ($391) ($260) (50%)
Adjusted EBITDA3
($296) ($154) (92%)
Geography Entry Costs $26 $34 (24%)
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 $41 million and $33 million to Adjusted EBITDA during the fiscal year 2025 and fiscal year 2024, respectively.
Capital Position and Balance Sheet:
agilon health’s balance sheet as of December 31, 2025 included cash, cash equivalents and marketable securities of $285 million and total debt of $35 million. At the end of the quarter, agilon health had $91 million of cash associated with the Company’s unconsolidated ACO model entities.



First Quarter and Fiscal Year 2026 Guidance and Assumptions
Guidance ($M):
Quarter Ended
March 31, 2026
Year Ended
December 31, 2026
Low High Low High
Medicare Advantage Members1
431,000 441,000 425,000 435,000
ACO Model Members1,2
105,000 110,000 100,000 105,000
Total Members Live on Platform1
536,000 551,000 525,000 540,000
Avg. Medicare Advantage Members 430,000 440,000 427,000 437,000
Total Revenues $1,350 $1,390 $5,410 $5,580
Medical Margin $115 $130 $300 $350
Adjusted EBITDA3
$35 $45 ($15) $15
Geography Entry Costs4
$3 $3 $15 $15
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 is expected to be approximately $20-$25 million for fiscal year 2026.
4.Geography Entry Costs represent the corresponding expense included in the low-end and high-end of management’s outlook for Adjusted EBITDA.
Underlying Assumptions:
•Membership reflects payor contract exits of approximately 50,000 members and previously announced market exits of approximately 34,000 members. Membership also includes approximately 25,000 members in a no downside care coordination fee model including the impact of payor contract changes and new PCP partnerships.
•Elevated medical cost trend1 for 2026 is expected to remain slightly above 2025 with an estimated gross cost trend of 7.5% and 7.0% net. The 50bps difference reflects the estimated effect of payor bids.
•Part D exposure reduced to less than 15% of membership.
•Selling, general and administrative expenses is expected to be approximately $234 million2 which reflects the impact of approximately $35 million reduction in operating expenses executed in 2025, and stock-based compensation of approximately $64 million.
•Geographic entry costs of approximately $15 million reflect the company’s measured growth strategy to better align growth and performance in the current rate and elevated cost environment.
Footnotes to assumptions –
1.Medical cost trend includes the impact of the company’s clinical programs and excludes the impact from non-medical costs (e.g., supplemental benefits), which is expected to drive less impact to cost trend in 2026 compared to 2025.
2.Inclusive of additional investments in technology and new clinical programs.
The Company has not reconciled guidance for medical margin to gross profit (loss) or adjusted EBITDA to net income (loss), the most comparable GAAP measures, and has not provided forward-looking guidance for gross profit (loss) or net income (loss) in each case because of the uncertainty around certain items that may impact gross profit (loss) or net income (loss), including non-cash stock-based compensation, which cannot be predicted without unreasonable effort.



Webcast and Conference Call:
agilon health will host a conference call to discuss fourth quarter 2025 results on Wednesday, February 25, 2026, 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 868078. 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 approximately 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 and their anticipated benefits, expectations related to operating and financial results and the next phase of our business, 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 first quarter of fiscal year 2026 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; non-compliance with the New York Stock Exchange could result in a delisting of our securities; and risks related to management transitions, including the search for a permanent Chief Executive Officer, 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, 2025, 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.
Consolidated Balance Sheets
In thousands, except per share data
December 31,
2025 2024
ASSETS
Current assets:
Cash and cash equivalents $ 173,713  $ 188,231 
Restricted cash and equivalents —  5,629 
Marketable securities 111,429  211,737 
Receivables, net 673,793  1,017,040 
Prepaid expenses and other current assets, net 137,762  35,137 
Total current assets 1,096,697  1,457,774 
Property, equipment, and capitalized software, net 25,417  28,169 
Intangible assets, net 65,725  72,771 
Goodwill —  24,133 
Other assets 83,451  151,136 
Total assets $ 1,271,290  $ 1,733,983 
LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)
Current liabilities:
Medical claims and related payables $ 929,770  $ 931,664 
Accounts payable and accrued expenses 127,477  220,342 
Current portion of long-term debt 19,238  — 
Total current liabilities 1,076,485  1,152,006 
Long-term debt, net of current portion 15,750  34,904 
Other liabilities 52,321  76,121 
Total liabilities 1,144,556  1,263,031 
Commitments and contingencies
Stockholders' equity (deficit):
Common stock, $0.01 par value: 2,000,000 shares authorized; 414,728 and 412,194 shares issued and outstanding, respectively 4,147  4,122 
Additional paid-in capital 2,099,995  2,053,895 
Accumulated deficit (1,978,324) (1,586,977)
Accumulated other comprehensive income (loss) 916  (88)
Total stockholders’ equity (deficit) 126,734  470,952 
Total liabilities and stockholders’ equity (deficit) $ 1,271,290  $ 1,733,983 



agilon health, inc.
Consolidated Statements of Operations
In thousands, except per share data

Three Months Ended
December 31,
Twelve Months Ended
December 31,
2025 2024 2025 2024
(unaudited)
Revenues:
Medical services revenue $ 1,566,986  $ 1,519,244  $ 5,921,341  $ 6,047,715 
Other operating revenue 2,505  3,242  11,235  12,815 
Total revenues 1,569,491  1,522,486  5,932,576  6,060,530 
Expenses:
Medical services expense 1,641,315  1,518,678  5,977,906  5,842,530 
Other medical expenses 18,846  42,063  114,691  213,159 
General and administrative 60,101  59,755  238,536  268,912 
Depreciation and amortization 6,969  6,494  28,594  24,463 
Impairments 36,085  3,596  36,085  3,596 
Total expenses 1,763,316  1,630,586  6,395,812  6,352,660 
Income (loss) from operations (193,825) (108,100) (463,236) (292,130)
Other income (expense):
Income (loss) from equity method investments (33,052) (2,694) (1,835) 14,992 
Other income (expense), net 41,035  7,695  67,616  34,489 
Interest expense (1,716) (1,574) (6,641) (6,177)
Income (loss) before income taxes (187,558) (104,673) (404,096) (248,826)
Income tax benefit (expense) (1,324) (1,757) (1,251) (1,451)
Income (loss) from continuing operations (188,882) (106,430) (405,347) (250,277)
Discontinued operations:
Income (loss) before gain (loss) on sales —  640  —  (1,061)
Gain (loss) and adjustments on sales of assets, net —  —  14,000  (8,763)
Total discontinued operations —  640  14,000  (9,824)
Net income (loss) (188,882) (105,790) (391,347) (260,101)
Noncontrolling interests’ share in (earnings) loss —  —  —  (50)
Net income (loss) attributable to common shares $ (188,882) $ (105,790) $ (391,347) $ (260,151)
Net income (loss) per common share, basic and diluted
Continuing operations $ (0.46) $ (0.26) $ (0.98) $ (0.61)
Discontinued operations $ —  $ —  $ 0.03  $ (0.02)
Weighted average shares outstanding, basic and diluted 414,617  412,044  413,969  410,966 



agilon health, inc.
Consolidated Statements of Cash Flows
In thousands
Year Ended December 31,
2025 2024
Cash flows from operating activities:
Net income (loss) $ (391,347) $ (260,101)
Adjustments to reconcile net income (loss) to net cash used in operating activities:
Depreciation and amortization 28,594  24,463 
Stock-based compensation expense 49,119  50,657 
Impairments 36,085  3,596 
Loss (income) from equity method investments 1,835  (14,992)
Distributions of earnings from equity method investments —  3,340 
Gain (loss) and adjustments on sales of assets, net (14,000) 3,784 
Other, net (5,518) 887 
Changes in operating assets and liabilities:
Receivables, net 344,585  (74,580)
Prepaid expense and other current assets (65,439) 8,405 
Other assets (133)
Medical claims and related payables (1,894) 193,941 
Accounts payable and accrued expenses (85,585) 4,635 
Other liabilities (2,065) (1,818)
Net cash provided by (used in) operating activities (105,763) (57,777)
Cash flows from investing activities:
Purchase of property and equipment (13,242) (13,251)
Purchase of intangible assets (29,866) (28,034)
Investment in loans receivable and other (2,000) (13,733)
Investments in marketable securities (60,154) (12,006)
Proceeds from maturities of marketable securities and other 193,872  206,915 
Net cash provided by (used in) investing activities 88,610  139,891 
Cash flows from financing activities:
Proceeds from (payments for) equity issuances, net (2,994) 1,167 
Repayments of long-term debt —  (3,750)
Net cash provided by (used in) financing activities (2,994) (2,583)
Net increase (decrease) in cash, cash equivalents and restricted cash and equivalents (20,147) 79,531 
Cash, cash equivalents and restricted cash and equivalents, beginning of year 193,860  114,329 
Cash, cash equivalents and restricted cash and equivalents, end of year $ 173,713  $ 193,860 



agilon health, inc.
Key Operating Metrics
In thousands
(unaudited)
GROSS PROFIT (LOSS)
Three Months Ended
December 31,
Twelve Months Ended
December 31,
2025 2024 2025 2024
Total revenues $ 1,569,491  $ 1,522,486  $ 5,932,576  $ 6,060,530 
Medical services expense (1,641,315) (1,518,678) (5,977,906) (5,842,530)
Other medical expenses(1)
(18,846) (42,063) (114,691) (213,159)
Gross profit (loss) $ (90,670) $ (38,255) $ (160,021) $ 4,841 
______________________________________________________________
(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 December 31, 2025 and 2024, costs incurred in implementing geographies were $2.8 million and $3.4 million, respectively. For the twelve months ended December 31, 2025 and 2024, costs incurred in implementing geographies were $3.7 million and $5.4 million, respectively.

GENERAL AND ADMINISTRATIVE COSTS, INCLUDING PLATFORM SUPPORT COSTS
Three Months Ended
December 31,
Twelve Months Ended
December 31,
2025 2024 2025 2024
Platform support costs $ 39,673  $ 39,650  $ 159,986  $ 169,402 
Geography entry costs(1)
6,539  7,335  22,156  28,517 
Severance and related costs 1,339  (159) 6,075  4,577 
Stock-based compensation expense 9,520  2,282  49,119  50,657 
Other(2)
3,030  10,647  1,200  15,759 
General and administrative $ 60,101  $ 59,755  $ 238,536  $ 268,912 
______________________________________________________________
(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
December 31,
Twelve Months Ended
December 31,
2025 2024 2025 2024
Gross profit (loss)(1)
$ (90,670) $ (38,255) $ (160,021) $ 4,841 
Other operating revenue (2,505) (3,242) (11,235) (12,815)
Other medical expenses 18,846  42,063  114,691  213,159 
Medical margin $ (74,329) $ 566  $ (56,565) $ 205,185 
______________________________________________________________
(1)Gross profit (loss) is defined as total revenues less medical services expense and other medical expenses.
ADJUSTED EBITDA
Three Months Ended
December 31,
Twelve Months Ended
December 31,
2025 2024 2025 2024
Net income (loss)(1)
$ (188,882) $ (105,790) $ (391,347) $ (260,101)
(Income) loss from discontinued operations, net of income taxes —  (640) (14,000) 9,824 
Interest expense 1,716  1,574  6,641  6,177 
Income tax expense (benefit) 1,324  1,757  1,251  1,451 
Depreciation and amortization 6,969  6,494  28,594  24,463 
Impairments 36,085  3,596  36,085  3,596 
Severance and related costs 1,339  (159) 6,075  4,577 
Stock-based compensation expense 9,520  2,282  49,119  50,657 
EBITDA adjustments related to equity method investments(2)
27,127  2,557  43,304  17,582 
Other(3)
(37,095) 4,359  (61,877) (12,441)
Adjusted EBITDA $ (141,897) $ (83,970) $ (296,155) $ (154,215)
______________________________________________________________
(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 December 31, 2025 and 2024, (i) $2.8 million and $3.4 million, respectively, are included in other medical expenses and (ii) $6.5 million and $7.3 million, respectively, are included in general and administrative expenses. For the twelve months ended December 31, 2025 and 2024, (i) $3.7 million and $5.4 million, respectively, are included in other medical expenses and (ii) $22.2 million and $28.5 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
December 31, 2025
Twelve Months Ended
December 31, 2025
Medicare Advantage (Consolidated) CMS ACO Models (Unconsolidated) Medicare Advantage (Consolidated) CMS ACO Models (Unconsolidated)
Medical services revenue $ 1,566,986  $ 386,456  $ 5,921,341  $ 1,693,036 
Other operating revenue 2,505  —  11,235  — 
Total revenues 1,569,491  386,456  5,932,576  1,693,036 
Medical services expense (1,641,315) (384,258) (5,977,906) (1,539,486)
Other medical expenses (18,846) (2,751) (114,691) (90,501)
Gross profit (loss) (90,670) (553) (160,021) 63,049 
Other operating revenue (2,505) —  (11,235) — 
Other medical expenses 18,846  2,751  114,691  90,501 
Medical margin $ (74,329) $ 2,198  $ (56,565) $ 153,550 

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 17 to the Consolidated Financial Statements in the Annual Report on Form 10-K for the period ended December 31, 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 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 ex-9922025q4.htm EX-99.2 ex-9922025q4
4Q and YE 2025 Earnings Presentation February 2026 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 transformation initiatives and their anticipated benefits, expectations related to operating and financial results, 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 first quarter of fiscal year 2026 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; 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 pandemics or epidemics, 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; 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 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; non-compliance with the New York Stock Exchange could result in a delisting of our securities; risks related to management transitions, including the search for a permanent Chief Executive Officer, 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, 2025, 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 Improved Executional Rigor Focused on Urgency, Accountability, and Performance • 75% of agilon members in 4+ Star plans for Payment Year 2027 (PY27) • agilon specific performance delivers 4.2 consolidated stars on average for Payment Year 2027 (PY27) • Clinical pathways expansion and execution • Reduced Operating Expenses by $35M for 2026 • Operating discipline aligned with key priorities • Strong balance sheet with ~$285M1 in cash & short-term investments • Extended credit facility to 2028 supported by existing lenders • Expect to close 2026 with $125M+2 2026 Improvement Supported by Execution Across Key Strategic Initiatives • Improved data visibility to ~85% of membership • Contract execution • Improved Percentage of Premium • Reduced Part D Risk to <15% • Enhanced Quality Incentives Payor & Data Performance Cost Discipline Financial Strength Note1: Excludes $91M in ACO REACH entities cash Note2: Includes cash in ACO REACH entities ‘26 Performance Supported by Favorable Contracting, Positive Rates, and Operating Discipline


 
Quarter Ending December 31, 2025 ($M) Year Ending December 31, 2025 ($M) Medicare Advantage Members 511,000 511,000 ACO Model Members 114,000 114,000 Total Members Live on Platform 625,000 625,000 Avg. Medicare Advantage Members 540,000 510,000 Total Revenues $1,569 $5,933 Gross Profit (Loss) ($91) ($160) Medical Margin ($74) ($57) Net Income (Loss) ($189) ($391) Adjusted EBITDA ($142) ($296) Geography Entry Costs $9 $26 Q4 & FY 2025 Financial Performance 4


 
5 Quarter Ending March 31, 2026 ($M) Year Ending December 31, 2026 ($M) Medicare Advantage Members 431,000 – 441,000 425,000 – 435,000 ACO Model Members 105,000 – 110,000 100,000 – 105,000 Total Members Live on Platform 536,000 – 551,000 525,000 – 540,000 Avg. Medicare Advantage Members 430,000 – 440,000 427,000 – 437,000 Total Revenues $1,350 – $1,390 $5,410 – $5,580 Medical Margin $115 – $130 $300 – $350 Adjusted EBITDA $35 – $45 ($15) – $15 Geography Entry Costs $3 – $3 $15 – $15 2026 Financial Outlook Note: We have not reconciled guidance for Medical Margin to Gross Profit (Loss) or Adjusted EBITDA to net income (loss), the most comparable GAAP measures, and have not provided forward-looking guidance for Gross Profit (Loss) or net income (loss) in each case because of the uncertainty around certain items that may impact Gross Profit (Loss) or net income (loss), including non-cash stock-based compensation, which cannot be predicted without unreasonable effort.


 
6 Expected Drivers of 2026 Performance Medical Margin Anticipated Impact Comments CMS Final ‘26 Rate 9%+ Begins to meaningfully address recent high cost and utilization trends Contracting POP increase Part D Exposure <15% Positive economics across the majority of our membership; exited payor contracts representing ~50K member that did not meet our minimal medical margin threshold RAF Positive Improved baseline visibility from enhanced data pipeline covering 85% of membership, combined with advances in BOI and clinical pathway initiatives anticipated to exceed V28 hurdle. Quality Positive Increased incentives tied to quality performance; potential opportunity to more than double 2025 contribution Cost Trend ~7.5% gross; ~7% net Expect continued elevated cost trend partially offset by payor bids Payor Bids 50bps improvement Favorable impact expected from changes in benefit design including increased premiums, MOOP, and deductibles as well as reduced benefits. Operating Expense OPEX Cost Initiatives $35M+ $35 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


 
7 Membership Bridge – FY2025 to 2026 Guide Membership Guidance Bridge for Full Year 2026 MA Membership • Completion of exits from legacy underperforming partnerships. • Portfolio optimization across payor and network provider arrangements. • Growth focused on profitability and limited downside arrangements. • Includes 25K members under no downside care coordination agreements ACO REACH/MSSP Membership • Completion of exits from select legacy partnerships. • Existing market impact reflects the targeted transition of three markets from REACH to MSSP (~22K members). 114K (6K) (5K) 103K 2025 Actual Partnerships/ Contract Exits Existing Markets 2026 Guide (Mid-point) 511K (34K) (50K) (18K) 20K 430K 2025 Actual Partnerships/ Contract Exits Payer Terms Network Optimization Growth 2026 Guide (Mid-point)


 
8 ($57M) $60M $53M $56M $500M $127M $22M ($380M) $325M 2025 Actual (GAAP) Exited Markets PYD Pro Forma 2025 Step Off Rate Update Payor Contracting BOI Medical Costs 2026 Guide (Mid-point) Medical Margin Bridge – FY2025 to 2026 Guide Medical Margin Guidance Bridge for Full Year 2026 2026 Key Highlights • 2026 guidance reflects a structurally stronger earnings base derived from comprehensive business transformation initiatives. • Step-up driven primarily by improved rate environment and disciplined re-contracting. • Drivers: • Payor contracting focused on deeper partnerships and improved premium economics better aligned with AGL value creation. • Growth assumptions remain prudent, with expected BOI up ~0.4% above v28. • Medical cost trend assumptions remain conservative at ~7% net. • 2026 focus is on optimization, margin durability, and disciplined execution.


 
9 ($296M) $59M $27M ($210M) $194M ($19M) $35M $0M 2025 Actual (GAAP) Exited Markets PYD Pro Forma 2025 Step Off Medical Margin Impacts REACH EBITDA G&A Reductions/ Other 2026 Guide (Mid-point) Adjusted EBITDA Bridge – FY2025 to 2026 Guide Midpoint Adjusted EBITDA Guidance Bridge for Full Year 2026 2026 Key Highlights • While 2026 benefits from improved rates, earnings durability is driven by corrected fundamentals, improved risk selection through markets and payor contracts, and a materially leaner operating model. • $296M improvement to breakeven Adjusted EBITDA. • Underpinned by contracted rate and payor economics. • Driven by executed margin actions and realized G&A reductions. • REACH YoY impact reflects a structural CMS model change; still expect positive performance in the range of $20M-$25M. • Reset cost structure supports durable earnings; continue to focus on cost optimization


 
10 Non-GAAP Reconciliations


 
11 Non-GAAP Reconciliations (Dollars in thousands) Three Months Ended December 31, 2025 Twelve Months Ended December 31, 2025 Gross profit (loss)(1) $ (90,670) $ (160,021) Other operating revenue (2,505) (11,235) Other medical expenses 18,846 114,691 Medical margin $ (74,329) $ (56,565) 1) Gross profit (loss) is defined as total revenues less medical services expenses and other medical expense. Medical Margin


 
12 Non-GAAP Reconciliations (Dollars in thousands) Three Months Ended December 31, 2025 Twelve Months Ended December 31, 2025 Net income (loss)(1) $ (188,882) $ (391,347) (Income) loss from discontinued operations, net of income taxes — (14,000) Interest expense 1,716 6,641 Income tax expense (benefit) 1,324 1,251 Depreciation and amortization 6,969 28,594 Impairments 36,085 36,085 Severance and related costs 1,339 6,075 Stock-based compensation expense 9,520 49,119 EBITDA adjustment related to equity method investments(2) 27,127 43,304 Other(3) (37,095) (61,877) Adjusted EBITDA $ (141,897) $ (296,155) 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 December 31, 2025, (i) $2.8 million are included in other medical expenses and (ii) $6.5 million are included in general and administrative expenses. For the twelve months ended December 31, 2025, (i) $3.7 million are included in other medical expenses and (ii) $22.2 million 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