ADDED
As of February 19, 2026, there were 414,869,759 shares of common stock outstanding.
They appear in several places throughout this Report and include, without limitation, statements regarding our intentions, beliefs, assumptions or current expectations concerning, among other things, our financial position, results of operations, cash flows, prospects, growth strategies, and the impact of the new CMS LEAD Model (each as defined below).
On November 5, 2025, we received written notice (the Notice ) from the NYSE informing us that we are no longer in compliance with Section 802.01C of the NYSE Listed Company Manual because the average closing price of our common stock was less than $1.00 per share over a consecutive 30 trading-day period ended November 4, 2025 (the Price Criteria for Capital or Common Stock ).
We can regain compliance at any time within the six-month period following receipt of the Notice if, on the last trading day of any calendar month during the cure period (or the last trading day of the cure period), we have a closing share price of at least $1.00 and an average closing share price of at least $1.00 over the prior 30 trading-day period ending on the last trading day of the applicable calendar month or the cure period.
To regain compliance with the Price Criteria for Capital or Common Stock, we are pursuing a reverse stock split, subject to approval by our stockholders.
We expect to seek stockholder approval at our special meeting to be held March 17, 2026.
Under the NYSE Listed Company Manual, if we determine that we will cure the stock price deficiency by taking an action that will require stockholder approval, such as a reverse stock split, and we receive stockholder approval no later than our next general meeting of stockholders, the price condition will be deemed cured if, following stockholder approval and implementation of the approved action, the share price promptly exceeds $1.00 per share and the share price remains above that level for at least the following 30 trading days.
See the risk entitled The listing of shares of our common stock does not currently comply with the continued listing requirements of the NYSE, and if the NYSE delists our common stock, it could have an adverse impact on the trading, liquidity and market price of our common stock under Item 1A.
The ability to share best practices, influence the development of the platform, compare notes on the transition to a Total Care Model and learn from one another represents a valuable opportunity for physicians.
This base compensation is initially negotiated with the RBE for the first ten years of each agreement, subject to annual increases based on current market rates and other agreed upon adjustment factors, after which it is subject to renegotiation.
REMOVED
As of February 21, 2025, there were 412,303,066 shares of common stock outstanding.
They appear in several places throughout this Report and include, without limitation, statements regarding our intentions, beliefs, assumptions or current expectations concerning, among other things, our financial position, results of operations, cash flows, prospects, and growth strategies.
Our platform has enabled us to grow our total membership by 36% and revenue by 40% from December 31, 2023 to December 31, 2024.
Our purpose-built platform is comprised of an integrated set of capabilities designed to continuously improve, helping our anchor physician groups to identify gaps in care, integrate seamlessly with payors, sustain their practices, and identify untapped opportunities for improved outcomes.
The premium payments to payors are based on county-level benchmark rates established by CMS and payors annual bid of amounts necessary to cover the cost of a standard MA patient, and are influenced by several factors, including, but not limited to, the applicable MA plan s STAR rating and CMS risk-adjustment model, which compensates payors based on the health status (acuity) of each individual patient in the preceding calendar year.
The payor generally retains responsibility for paying claims on our behalf, funding under the applicable agreement is utilized by the payor to pay such claims, and we receive surplus distributions on a monthly or quarterly basis.
Additionally, certain of our contracts with payors incorporate provisions in which we are eligible to earn additional payments on top of our capitation payments based upon the attainment of defined quality performance criteria correlated to applicable STAR ratings criteria.
For example, some of our contracts may be terminated immediately by the payor if we lose applicable licenses, go bankrupt, lose our liability insurance or receive an exclusion, suspension or debarment from state or federal government authorities.
CMS ACO Models agilon, in conjunction with some of our physician partners, participated in the ACO REACH Model and MSSP in certain geographies, through 10 approved ACOs.
In ACO REACH, the annual participation agreements between our ACOs and CMS expire two years after the Model Performance Period established by CMS, which lasts from April 1, 2021 through December 31, 2026.