agilon health, inc. - Quarter Report: 2025 June (Form 10-Q)

Total stockholders’ equity (deficit) Total liabilities and stockholders’ equity (deficit)$ $

The condensed consolidated balance sheets include assets and liabilities of consolidated variable interest entities (“VIEs”) as agilon health, inc., together with its consolidated subsidiaries and VIEs (the “Company”), is the primary beneficiary of these VIEs. The condensed consolidated balance sheets include total assets that can only be used to settle obligations of the Company’s consolidated VIEs totaling $ billion and $ billion as of June 30, 2025 and December 31, 2024, respectively, and total liabilities of the Company’s consolidated VIEs for which creditors do not have recourse to the general credit of the primary beneficiary of $ billion and $ billion as of June 30, 2025 and December 31, 2024, respectively. See Note 14 for additional details.

See accompanying Notes to the Condensed Consolidated Financial Statements.

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agilon health, inc.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(in thousands, except per share data)

(unaudited)


	Three Months Ended June 30,				Six Months Ended June 30,
	2025		2024		2025		2024
Revenues:
Medical services revenue	$		$		$		$
Other operating revenue
Total revenues
Expenses:
Medical services expense
Other medical expenses
General and administrative
Depreciation and amortization
Total expenses
Income (loss) from operations	()		()		()		()
Other income (expense):
Income (loss) from equity method investments
Other income (expense), net

Interest expense	()		()		()		()
Income (loss) before income taxes	()		()		()		()
Income tax benefit (expense)	()		()		()		()
Income (loss) from continuing operations	()		()		()		()
Discontinued operations:
Income (loss) before gain (loss) on sales							()
Adjustments on sale of assets, net							()
Total discontinued operations							()
Net income (loss)	()		()		()		()
Noncontrolling interests’ share in (earnings) loss			()				()
Net income (loss) attributable to common shares	$	()	$	()	$	()	$	()

Net income (loss) per common share, basic and diluted
Continuing operations	$	()	$	()	$	()	$	()
Discontinued operations	$		$		$		$	()
Weighted average shares outstanding
Basic and diluted

) )

For the three months ended June 30, 2024:

Total Stockholders’ Equity (Deficit)

Common Stock

Additional
Paid-In
Capital

Accumulated
Deficit

Accumulated Other Comprehensive
Income (Loss)

Noncontrolling
Interests

Total
Stockholders’
Equity
(Deficit)

Amount

April 1, 2024

()

Net income (loss)

—

()

—

()

Other comprehensive income (loss)

—

Exercise of stock options

—

Vesting of restricted stock units

()

—

Shares withheld related to net share settlement

()

—

()

Stock-based compensation expense

—

June 30, 2024

()

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agilon health, inc.

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (DEFICIT)

(in thousands)

(unaudited)

For the six months ended June 30, 2025:

Total Stockholders’ Equity (Deficit)

Common Stock

Additional
Paid-In
Capital

Accumulated
Deficit

Accumulated Other Comprehensive
Income (Loss)

Total
Stockholders’
Equity
(Deficit)

Amount

January 1, 2025

()

Net income (loss)

—

()

—

()

Other comprehensive income (loss)

—

Exercise of stock options

—

Vesting of restricted stock units

()

—

Shares withheld related to net share settlement

()

—

()

Stock-based compensation expense

—

June 30, 2025

()

For the six months ended June 30, 2024:

Total Stockholders’ Equity (Deficit)

Common Stock

Additional
Paid-In
Capital

Accumulated
Deficit

Accumulated Other Comprehensive
Income (Loss)

Noncontrolling
Interest

Total
Stockholders’
Equity
(Deficit)

Amount

January 1, 2024

()

Net income (loss)

—

()

—

()

Other comprehensive income (loss)

—

()

—

()

Exercise of stock options

—

Vesting of restricted stock units

()

—

Shares withheld related to net share settlement

()

—

()

Issuance of common stock

—

Stock-based compensation expense

—

June 30, 2024

()

See accompanying Notes to the Condensed Consolidated Financial Statements.

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agilon health, inc.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(in thousands)

(unaudited)


	Six Months Ended June 30,
	2025		2024
Cash flows from operating activities:
Net income (loss)	$	()	$	()
Adjustments to reconcile net income (loss) to net cash used in operating activities:
Depreciation and amortization
Stock-based compensation expense
Loss (income) from equity method investments	()		()
Distributions of earnings from equity method investments
Adjustments on sale of assets, net	()
Other noncash items	()		()
Changes in operating assets and liabilities			()
Net cash provided by (used in) operating activities	()		()
Cash flows from investing activities:
Purchase of property and equipment	()		()
Purchase of intangible assets	()		()
Investment in loans receivable and other	()		()
Investments in marketable securities	()		()
Proceeds from maturities of marketable securities and other
Net cash provided by (used in) investing activities
Cash flows from financing activities:
Proceeds from (payments for) equity issuances, net	()
Repayments of long-term debt			()
Net cash provided by (used in) financing activities	()		()
Net increase (decrease) in cash, cash equivalents and restricted cash and equivalents	()
Cash, cash equivalents and restricted cash and equivalents, beginning of period
Cash, cash equivalents and restricted cash and equivalents, end of period	$		$

See accompanying Notes to the Condensed Consolidated Financial Statements.

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agilon health, inc.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

Medicare Advantage members enrolled with private health plans. Additionally, the Company participates in the Centers for Medicare & Medicaid Services' (“CMS”) Accountable Care Organization Realizing Equity, Access, and Community Health (“ACO REACH”) Model and Medicare Shared Savings Program (“MSSP,” and together with ACO REACH, the “CMS ACO Models”) through its equity method investments.

See Note 14 for additional discussions related to the Company’s involvement with VIEs.

The Company’s largest shareholder is an investment fund associated with Clayton Dubilier & Rice, LLC (“CD&R”), a private equity firm. All funds affiliated with CD&R are considered related parties.

Operating results for the three and six months ended June 30, 2025 are not necessarily indicative of the results that may be expected for the year ending December 31, 2025. The accompanying condensed consolidated financial information should be read in conjunction with the consolidated financial statements and notes thereto for the year ended December 31, 2024 included in the Company’s Annual Report on Form 10-K filed with the Securities and Exchange Commission.

Property and Equipment

As of June 30, 2025 and December 31, 2024, the Company’s gross carrying amount of property and equipment was $ million and $ million, with accumulated depreciation of $ million and $ million, respectively. For the three months ended June 30, 2025 and 2024, the Company recognized $ million and $ million, respectively, in depreciation expense, which is included in depreciation and amortization expense in the condensed consolidated statements of operations. For the six months ended June 30, 2025 and 2024, the Company recognized $ million and $ million,

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million and $ million for the three months ended June 30, 2025 and 2024, respectively. For the three months ended June 30, 2025 and 2024, other segment items, which consists of general and administrative expenses (excluding platform support costs), depreciation and amortization, other income (expense), net, income tax benefit (expense), and results from discontinued operations, were $ million and $ million, respectively. Platform support costs were $ million and $ million for the six months ended June 30, 2025 and 2024, respectively. For the six months ended June 30, 2025 and 2024, other segment items, which consists of general and administrative expenses (excluding platform support costs), depreciation and amortization, other income (expense), net, income tax benefit (expense), and results from discontinued operations, were $ million and $ million, respectively.

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Concentration

The Company contracts with various payors whereby the Company is entitled to monthly PMPM fees to provide a defined range of healthcare services for members attributed to its contracted primary care physicians. The Company generally accepts full financial risk for such members and therefore is responsible for the cost of all healthcare services required by them. Substantially all of the Company’s receivable balances are from a small number of payors. Revenue from Medicare Advantage payors constitutes substantially all of the Company’s total revenue for the three and six months ended June 30, 2025 and 2024.

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% % % %Payor B % % % %Payor C %* %*Payor D %***Payor E %* %*___________________________________________

*Less than 10% of total revenues.

The following table provides the Company’s concentration of credit risk with respect to major payors as a percentage of receivables, net:


	June 30, 2025		December 31, 2024
Payor B	*			%
Payor C		%		%
Payor D		%		%
Payor E		%		%

___________________________________________

*Less than 10% of total receivables.

$ $()$ $ $ $()$ U.S. Treasury notes () () $ $ $()$ $ $ $()$

For the three months ended June 30, 2025, the Company recognized total interest income (included in other income (expense), net in the condensed consolidated statements of operations) of $ million, of which $ million was related to its marketable securities investments and $ million was related to interest on cash and cash equivalent balances. For the three months ended June 30, 2024, the Company recognized total interest income (included in other income (expense), net in the condensed consolidated statements of operations) of $ million, of which $ million was related to its marketable securities investments and $ million was related to interest on cash and cash equivalent balances. For the six months ended June 30, 2025, the Company recognized total interest income (included in other income (expense), net in the condensed consolidated statements of operations) of $ million, of which $ million was related to its marketable securities investments and $ million was related to interest on cash and cash equivalent balances. For the six months ended June 30, 2024, the Company recognized total interest income (included in other income (expense), net in the condensed consolidated statements of operations) of $ million, of which $ million was related to its marketable securities investments and $ million was related to interest on cash and cash equivalent balances.

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$ 2026 2027 2028 $ $ $ $ $ U.S. Treasury notes $ $ $ $

The following table summarizes the Company’s marketable securities with gross unrealized losses by security type aggregated by the length of time the investments have been in a continuous unrealized loss position as of December 31, 2024 (in thousands):

Less Than 12 Months

12 Months or Greater

Fair Value

Gross Unrealized Losses

Fair Value

Gross Unrealized Losses

Corporate debt securities

U.S. Treasury notes

The Company’s unrealized losses from marketable securities as of June 30, 2025 and December 31, 2024 were caused primarily by interest rate increases. As of June 30, 2025, all of the Company’s marketable securities carry an investment grade rating by nationally recognized statistical rating organizations. The Company does not intend to sell marketable securities that are in an unrealized loss position, and it is not more likely than not that the Company will be required to sell the investments before recovery of their amortized cost bases, which may be maturity. There was allowance for credit losses on available-for-sale marketable securities at June 30, 2025 or December 31, 2024.

Fair Value Measurements

The Company’s financial instruments consist of cash and cash equivalents, restricted cash and equivalents, marketable securities, receivables, other liabilities, accounts payable, certain accrued expenses, and borrowings which consist of a term loan and a revolving credit facility. The carrying values of the financial instruments classified as current in the consolidated balance sheets approximate their fair values due to their short-term maturities. The Company's cash and cash equivalents are classified within Level 1 of the fair value hierarchy. The carrying values of the term loan and revolving credit facility are a reasonable estimate of fair value because the interest rates on such borrowings approximate market rates as of the reporting date. Such borrowings are classified within Level 2 of the fair value hierarchy. During the three and six months ended June 30, 2025 and 2024, there were no material transfers of financial assets or liabilities within the fair value hierarchy.

The Company measures and discloses the fair value of nonfinancial and financial assets and liabilities utilizing a hierarchy of valuation techniques based on whether the inputs to a fair value measurement are considered to be observable or unobservable in a marketplace. Observable inputs reflect market data obtained from independent sources, while

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$ $ $ $ $ U.S. Treasury notes $ $ $ $ $ $

$ Health plan deposits

Equity method investments(1)

Right-of-use lease assets Other $ $

___________________________________________

(1)See Note 14 for additional discussion related to the Company's equity method investments.

Loans to Physician Partners

million of these loans were reclassed to Prepaid expenses and other current assets, net on the condensed consolidated balance sheet as the maturities were less than 12 months. Such loans are stated at the amount expected to be collected.

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$ Components of incurred costs related to:Current year Prior years Claims paid related to:Current year()()Prior years()() ()()Medical claims and related payables, end of the period$ $

Medical claims and related payables also include $ million and $ million, as of June 30, 2025 and December 31, 2024, respectively, that is recoverable from other parties under risk sharing arrangements and is presented as prepaid expenses and other current assets, net in the condensed consolidated balance sheets.

$ Lease liabilities, long-term

Equity method liabilities – CMS ACO Models(1)

Other $ $ __________________________________________

(1)See Note 14 for additional discussion related to the Company's equity method liabilities related to its CMS ACO Models investments.

million and $ million, respectively.

million secured term loan facility (the “Secured Term Loan

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million senior secured revolving credit facility (the “Secured Revolving Facility”) with a capacity to issue standby letters of credit in certain circumstances up to a maximum of $ million. Subject to specified conditions and receipt of commitments, the Secured Term Loan Facility may be expanded (or a new term loan facility, revolving credit facility or letter of credit facility added) by up to (i) $ million plus (ii) an additional amount determined in accordance with a formula tied to repayment of certain of the Company’s indebtedness. The maturity date of the Credit Facility is February 18, 2026.

As of June 30, 2025, the Company had $ million outstanding under the Secured Term Loan Facility and availability under the Secured Revolving Facility was $ million, as the Company had outstanding letters of credit totaling $ million. The standby letters of credit are automatically extended without amendment for periods, unless the Company notifies the institution in advance of the expiration date that the letter will be terminated. amounts have been drawn on the outstanding letters of credit as of June 30, 2025.

Effective with the Second Amendment to Credit Agreement on May 25, 2023, the Company transitioned to the Secured Overnight Financing Rate (“SOFR”) as a benchmark interest rate used in the Credit Agreement. At the Company’s option, borrowings under the Credit Facility can be either: (i) SOFR Rate Loans, (ii) Daily Simple SOFR Rate Loans, or (iii) Base Rate Loans. Daily Simple SOFR Rate Loans and SOFR Rate Loans bear interest at a rate equal to the sum of % and the higher of (a) SOFR, as defined in the Credit Agreement, and (b) %. Base Rate Loans bear interest at a rate equal to the sum of % and the highest of: (a) % in excess of the overnight federal funds rate, (b) the prime rate established by the administrative agent from time to time, (c) the one-month SOFR rate (adjusted for maximum reserves) plus % and (d) %. Additionally, the Company pays a commitment fee on the unfunded Secured Revolving Facility amount of %. The Company must also pay customary letter of credit fees. As of June 30, 2025, the effective interest rate on the Secured Term Loan Facility was %.

The Credit Facility is guaranteed by certain of the Company’s subsidiaries, including those identified as VIEs, and contain customary covenants including, among other things, limitations on restricted payments including: (i) dividends and distributions from restricted subsidiaries, (ii) requirements of minimum financial ratios, and (iii) limitation on additional borrowings based on certain financial ratios. Failure to meet any of these covenants could result in an event of default under the Credit Agreement. If an event of default occurs, the lenders could elect to declare all amounts outstanding under the Credit Agreement to be immediately due and payable. The Company was in compliance with all covenants under the Credit Facility.

class action lawsuits were filed and later consolidated as one matter captioned In re agilon health, inc. Securities Litigation, 1:24-cv-00297 (W.D. Tex.) (the “Consolidated Securities Matter”). The Consolidated Securities Matter names the Company and certain current and former members of the Company’s executive team and Board of Directors as defendants, among others. The Consolidated Securities Matter generally asserts securities fraud claims under Sections 10(b) and 20(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and under Sections 11, 12(a)(2) and 15 of the Securities Act of 1933, as amended (the “Securities Act”), in connection with statements made between April 2021 and February 2024 in the Company’s annual and quarterly reports, investor presentations, and earnings releases related to, among other things, the Company’s financial guidance, medical margin and Adjusted EBITDA results, growth strategy, and data management. The Consolidated Securities Matter seeks compensatory damages, judgment interest, attorney’s fees and costs, and other unspecified equitable and/or injunctive relief. The Company and other defendants filed motions to dismiss the complaint on November 8, 2024, and the motion is now fully submitted and pending before the Court. The Company intends to vigorously oppose the complaint, but is unable to predict the outcome or estimate any ultimate individual or aggregate amount of monetary liability or financial impact due to the early stages of the litigation.

In May and October 2024, putative stockholder derivative class action lawsuits were filed: (1) Douglas v. Steven J. Sell et al., 1:24-cv-00531 (W.D. Tex.) and (2) Bingham v. Steven J. Sell et al., 1:24-cv-01181 (W.D. Tex.) (the

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million shares of common stock primarily in connection with vesting of stock-based awards. During the six months ended June 30, 2025, the Company issued approximately million shares of common stock primarily in connection with vesting of stock-based awards.

2024. During the three months ended June 30, 2024, the Company issued approximately million shares of common stock primarily in connection with exercises and vesting of stock-based awards. During the six months ended June 30, 2024, the Company issued approximately million shares of common stock primarily in connection with exercises and vesting of stock-based awards. Additionally, during the six months ended June 30, 2024, the Company issued approximately million shares of common stock to settle liabilities related to the exchange of common stock for reduced physician partner compensation percentage in certain ACO REACH entities.

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)$()$()$()Noncontrolling interests’ share in (earnings) loss from continuing operations () ()Net income (loss) attributable to common stockholders before discontinued operations()()()()Income (loss) from discontinued operations ()Net income (loss) attributable to common stockholders$()$()$()$()DenominatorWeighted average shares outstanding – basic and diluted2024 $ () () $()

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

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

Cautionary Language Regarding Forward-Looking Statements

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

Forward-looking statements are subject to known and unknown risks and uncertainties, many of which may be outside our control. Although we believe that we have a reasonable basis for each forward-looking statement contained in this Report, we caution you that forward-looking statements are not guarantees of future performance or outcomes and that actual performance and outcomes, including, without limitation, our actual results of operations, financial condition and liquidity, and the development of the market in which we operate, may differ materially from those made in or suggested by the forward-looking statements contained in this Report. In addition, even if our results of operations, financial condition, and cash flows, and the development of the market in which we operate, are consistent with the forward-looking statements contained in this Report, those results or developments may not be indicative of results or developments in subsequent periods. You are therefore cautioned not to place undue reliance on the forward-looking statements included in this report. A number of important factors, including, without limitation, the risks and uncertainties discussed under Part I, Item 1A. “Risk Factors” in our Annual Report on Form 10-K for the fiscal year ended December 31, 2024, could cause actual results and outcomes to differ materially from those reflected in the forward-looking statements. Furthermore, new risks and uncertainties emerge from time to time, and it is not possible for us to predict all risks and uncertainties that could have an impact on the forward-looking statements contained in this Report. Factors that could cause actual results and outcomes to differ from those reflected in forward-looking statements include, without limitation:

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

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

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

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

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

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

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

•significant reduction in our membership;

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

•public health crises, such as COVID-19, 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;

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•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 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;

•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 under Part I, Item 1A “Risk Factors” in our Annual Report on Form 10-K for the fiscal year ended December 31, 2024.

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

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

•Overview and Recent Developments

•Key Financial and Operating Metrics

•Key Components of Our Results of Operations

•Results of Operations

•Non-GAAP Financial Measures

•Liquidity and Capital Resources

•Critical Accounting Estimates

•Recent Accounting Pronouncements

Overview and Recent Developments

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

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

Second Quarter 2025 Results:

•Medicare Advantage members of approximately 497,500 as of June 30, 2025 decreased 3% from June 30, 2024.

•CMS ACO Models (defined below) attributed beneficiaries of approximately 116,000 as of June 30, 2025 decreased 12% from June 30, 2024.

•Total revenue of $1.4 billion decreased 6% from the second quarter of 2024.

•Gross profit of negative $52 million, compared to positive $32 million in the second quarter of 2024.

•Medical margin of negative $53 million, compared to positive of $106 million in the second quarter of 2024.

•Net loss of $104 million, compared to $31 million in the second quarter of 2024.

•Adjusted EBITDA loss of $83 million, compared to $3 million in the second quarter of 2024.

Year to Date 2025 Results as of June 30, 2025:

•Total revenue of $2.9 billion decreased 5% from the first half of 2024.

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•Gross profit of negative $2 million, compared to positive $107 million in the first half of 2024.

•Medical margin of $75 million, compared to $263 million in the first half of 2024.

•Net loss of $92 million, compared to $37 million in the first half of 2024.

•Adjusted EBITDA loss of $63 million, compared to earnings of $26 million in the first half of 2024.

Platform Membership Details

Medicare Advantage members decreased 3% from June 30, 2024, which includes market exits during 2024, partially offset by contributions from new geographies and growth within geographies existing prior to 2024. Total members live on the agilon platform at June 30, 2025 include 497,500 Medicare Advantage members and 116,000 attributed CMS ACO Models beneficiaries.

Average Medicare Advantage membership was 497,700 during the second quarter of 2025.

Payor Data Pipeline

In the first quarter of 2025, we implemented a payor data pipeline (the “Model”) and began onboarding certain payors onto the Mode. The Model provides enhanced visibility into member risk profiles and risk adjustment factors by integrating and interpreting the data received from our payor partners. We are continuing the process of onboarding our payors onto the Model.

Key Financial and Operating Metrics

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

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


	As of and For the					As of and For the
	Three Months Ended June 30,					Six Months Ended June 30,
	2025		2024		% Change	2025		2024		% Change
MA members	497,500		512,800		(3)	497,500		512,800		(3)
Medical services revenue	$	1,392,039	$	1,479,579	(6)	$	2,921,918	$	3,080,774	(5)
Gross profit (loss)	$	(52,427)	$	32,175	(263)	$	(1,705)	$	107,263	(102)
Medical margin(1)	$	(53,206)	$	105,519	(150)	$	74,806	$	262,872	(72)
Platform support costs	$	37,423	$	41,687	(10)	$	81,661	$	87,399	(7)
Net income (loss)	$	(104,370)	$	(30,662)	(240)	$	(92,258)	$	(36,696)	(151)
Adjusted EBITDA(1)	$	(83,333)	$	(2,830)	(2,845)	$	(62,766)	$	26,224	(339)

___________________________________________

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

Medicare Advantage Members

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

Medical Services Revenue

Our medical services revenue consists of capitation revenue under contracts with various payors. Under the typical capitation arrangement, we are entitled to per member per month (“PMPM”) fees to provide a defined range of healthcare

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services for MA health plan members through our contracted physician partners and affiliated PCPs. Such fees are typically based on a defined percentage of corresponding premium that payors receive from the Centers for Medicare & Medicaid Services' (“CMS”). We recognize capitation revenue over the period eligible members are entitled to receive healthcare services.

Gross Profit (Loss)

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

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


	Three Months Ended June 30,				Six Months Ended June 30,
	2025		2024		2025		2024
Total revenues	$	1,394,982	$	1,482,758	$	2,927,764	$	3,087,112
Medical services expense	(1,445,245)		(1,374,060)		(2,847,112)		(2,817,902)
Other medical expenses(1)	(2,164)		(76,523)		(82,357)		(161,947)
Gross profit (loss)	$	(52,427)	$	32,175	$	(1,705)	$	107,263

___________________________________________

(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 June 30, 2025 and 2024, costs incurred in implementing geographies were $0.2 million and $0, respectively. For the six months ended June 30, 2025 and 2024, costs incurred in implementing geographies were $(1.0) million and $0.6 million, respectively.

Medical Margin

We define medical margin as medical services revenue after medical services expense is deducted. Medical services expense represents costs incurred for medical services provided to our members. As our platform matures over time, we expect medical margin to increase in absolute dollars. However, medical margin PMPM may vary as the percentage of new members brought onto our platform fluctuates. New membership added to the platform is typically dilutive to medical margin PMPM.

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

Platform Support Costs

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

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


	Three Months Ended June 30,						Six Months Ended June 30,
	2025			2024			2025			2024
Platform support costs	$	37,423		$	41,687		$	81,661		$	87,399
% of Revenue	3		%	3		%	3		%	3		%

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Net Income (Loss) and Adjusted EBITDA

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

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

Key Components of Our Results of Operations

Revenues

Medical Services Revenue

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

Medical services revenue constitutes substantially all of our total revenue for the three and six months ended June 30, 2025 and 2024.

Operating Expenses

Medical Services Expense

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

Other Medical Expenses

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

General and Administrative

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

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Depreciation and Amortization

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

Other Income (Expense)

Income (loss) from equity method investments

Income (loss) from equity method investments consists primarily of income associated with our participation in the CMS the Accountable Care Organization Realizing Equity, Access, and Community Health (“ACO REACH”) Model and Shared Savings Program (“MSSP”), (collectively, “CMS ACO Models”).

Other Income (Expense), Net

Other income (expense), net includes interest income, which consists primarily of interest earned on our cash and cash equivalents, restricted cash and equivalents, and marketable securities, including amortization/accretion of discount/premium.

Interest Expense

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

Income Tax Benefit (Expense)

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

On July 4, 2025, the “One Big Beautiful Bill Act” was signed into law in the U.S., which contains a broad range of tax reform provisions. We are evaluating the provisions of the legislation and the potential effects on our estimated annual effective tax rate, financial position, results of operations, and cash flows.

Total Discontinued Operations

Total discontinued operations primarily consist of the results of our former Hawaii operations. For certain of our divestiture transactions, we continue to be responsible for any liabilities arising from the business that were incurred prior to the closing date of such transaction, including any fines, penalties, and other sanctions, the payment of claims for medical services incurred prior to the effective date of each transaction, and other contingent liabilities that we currently believe are remote. For additional discussion, see Note 15 to the Condensed Consolidated Financial Statements.

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Results of Operations

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


	Three Months Ended June 30,				Six Months Ended June 30,
	2025		2024		2025		2024
Revenues:
Medical services revenue	$	1,392,039	$	1,479,579	$	2,921,918	$	3,080,774
Other operating revenue	2,943		3,179		5,846		6,338
Total revenues	1,394,982		1,482,758		2,927,764		3,087,112
Expenses:
Medical services expense	1,445,245		1,374,060		2,847,112		2,817,902
Other medical expenses	2,164		76,523		82,357		161,947
General and administrative	56,281		69,612		122,237		146,034
Depreciation and amortization	7,319		5,907		14,195		11,751
Total expenses	1,511,009		1,526,102		3,065,901		3,137,634
Income (loss) from operations	(116,027)		(43,344)		(138,137)		(50,522)
Other income (expense):
Income (loss) from equity method investments	5,412		9,955		18,084		15,639
Other income (expense), net	7,879		4,841		17,140		10,733

Interest expense	(1,572)		(1,697)		(3,087)		(2,981)
Income (loss) before income taxes	(104,308)		(30,245)		(106,000)		(27,131)
Income tax benefit (expense)	(62)		(417)		(258)		(284)
Income (loss) from continuing operations	(104,370)		(30,662)		(106,258)		(27,415)
Discontinued operations:
Income (loss) before gain (loss) on sales	—		—		—		(518)
Adjustments on sale of assets, net	—		—		14,000		(8,763)
Total discontinued operations	—		—		14,000		(9,281)
Net income (loss)	(104,370)		(30,662)		(92,258)		(36,696)
Noncontrolling interests’ share in (earnings) loss	—		(20)		—		(50)
Net income (loss) attributable to common shares	$	(104,370)	$	(30,682)	$	(92,258)	$	(36,746)

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


	Three Months Ended June 30,				Six Months Ended June 30,
	2025		2024		2025		2024
Revenues:
Medical services revenue	100	%	100	%	100	%	100	%
Other operating revenue	—		—		—		—
Total revenues	100		100		100		100
Expenses:
Medical services expense	104		93		97		91
Other medical expenses	—		5		3		5
General and administrative	4		5		4		5
Depreciation and amortization	1		—		—		—
Total expenses	108		103		105		102
Income (loss) from operations	(8)		(3)		(5)		(2)
Other income (expense):
Income (loss) from equity method investments	—		1		1		1
Other income (expense), net	1		—		1		—

Interest expense	—		—		—		—
Income (loss) before income taxes	(7)		(2)		(4)		(1)
Income tax benefit (expense)	—		—		—		—
Income (loss) from continuing operations	(7)		(2)		(4)		(1)
Discontinued operations:
Income (loss) before gain (loss) on sales	—		—		—		—
Gain (loss) on sales of assets, net	—		—		—		—
Total discontinued operations	—		—		—		—
Net income (loss)	(7)		(2)		(3)		(1)
Noncontrolling interests’ share in (earnings) loss	—		—		—		—
Net income (loss) attributable to common shares	(7)	%	(2)	%	(3)	%	(1)	%

Comparison of the Three and Six Months Ended June 30, 2025 to the Three and Six Months Ended June 30, 2024

Medical Services Revenue


	Three Months Ended June 30,						Change
(dollars in thousands)	2025			2024			$		%
Medical services revenue	$	1,392,039		$	1,479,579		$	(87,540)	(6)	%
% of total revenues	100		%	100		%

Medical services revenue decreased for the three months ended June 30, 2025 primarily due to: (i) declines in average membership, which was attributable to the partnership exits during 2024, (ii) lower risk adjustment revenue, including unfavorable prior period development, as a result of additional risk adjustment data received from the payors and

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(iii) higher costs associated with prescription drug benefits provided under the Medicare Part D program, which is a reduction to medical services revenue, related to unfavorable prior period development.


	Six Months Ended June 30,						Change
(dollars in thousands)	2025			2024			$		%
Medical services revenue	$	2,921,918		$	3,080,774		$	(158,856)	(5)	%
% of total revenues	100		%	100		%

Medical services revenue decreased for the six months ended June 30, 2025 primarily due to: (i) declines in average membership, which was attributable to the partnership exits during 2024, (ii) lower risk adjustment revenue, including unfavorable prior period development, as a result of additional risk adjustment data received from the payors and (iii) higher costs associated with prescription drug benefits provided under the Medicare Part D program, which is a reduction to medical services revenue, related to unfavorable prior period development.

Medical Services Expense


	Three Months Ended June 30,						Change
(dollars in thousands)	2025			2024			$		%
Medical services expense	$	1,445,245		$	1,374,060		$	71,185	5	%
% of total revenues	104		%	93		%

Medical services expense increased for the three months ended June 30, 2025 due primarily to an increase in average medical services expense per member of 7%, partially offset by a decline in average membership of 2%, which was attributable to the partnership exits during 2024.


	Six Months Ended June 30,						Change
(dollars in thousands)	2025			2024			$		%
Medical services expense	$	2,847,112		$	2,817,902		$	29,210	1	%
% of total revenues	97		%	91		%

Medical services expense increased for the six months ended June 30, 2025 due primarily to an increase in average medical services expense per member of 5%, partially offset by a decline in average membership of 4%, which was attributable to the partnership exits during 2024.

Other Medical Expenses


	Three Months Ended June 30,						Change
(dollars in thousands)	2025			2024			$		%
Other medical expenses	$	2,164		$	76,523		$	(74,359)	(97)	%
% of total revenues	—		%	5		%

Other medical expenses decreased by $74.4 million, or 97%, for the three months ended June 30, 2025 compared to the same period in 2024. Partner physician incentive expense decreased by $65.2 million to $(34.9) million in 2025 compared to $30.3 million in the same period in 2024 as a result of the partnership exits during 2024 and recent losses generated in certain of our geographies, which is a function of medical services revenues less the sum of medical services expenses, other provider costs and market operating costs, for the respective geography. Other provider costs decreased by $9.3 million to $36.9 million in 2025 compared to $46.2 million in the same period in 2024, resulting from the partnership exits during 2024.

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	Six Months Ended June 30,						Change
(dollars in thousands)	2025			2024			$		%
Other medical expenses	$	82,357		$	161,947		$	(79,590)	(49)	%
% of total revenues	3		%	5		%

Other medical expenses decreased by $79.6 million, or 49%, for the six months ended June 30, 2025 compared to the same period in 2024. Partner physician incentive expense decreased by $71.0 million to $9.1 million in 2025 compared to $80.1 million in the same period in 2024 as a result of the partnership exits during 2024 and recent losses generated in certain of our geographies, which is a function of medical services revenues less the sum of medical services expenses, other provider costs and market operating costs, for the respective geography. Other provider costs decreased by $6.9 million to $74.3 million in 2025 compared to $81.2 million in the same period in 2024, resulting from the partnership exits during 2024.

General and Administrative


	Three Months Ended June 30,						Change
(dollars in thousands)	2025			2024			$		%
General and administrative	$	56,281		$	69,612		$	(13,331)	(19)	%
% of total revenues	4		%	5		%

General and administrative expenses decreased $13.3 million, or 19%, for the three months ended June 30, 2025 compared to the same period in 2024. Operating costs to support our live geographies and enterprise functions (platform support costs) decreased to $37.4 million in 2025, compared to $41.7 million in the same period in 2024. Investments to support geography entry decreased to $4.2 million in 2025, compared to $4.8 million in the same period in 2024 due to decreased costs associated with our geographies that are expected to become operational in subsequent calendar years and the expansion into existing geographies. In aggregate, costs incurred for severance, transaction related costs, and stock-based compensation expense decreased $8.4 million in 2025 primarily due to a reduction in severance and the cancellation of certain stock-based instruments during the second half of 2024.


	Six Months Ended June 30,						Change
(dollars in thousands)	2025			2024			$		%
General and administrative	$	122,237		$	146,034		$	(23,797)	(16)	%
% of total revenues	4		%	5		%

General and administrative expenses decreased $23.8 million, or 16%, for the six months ended June 30, 2025 compared to the same period in 2024. Operating costs to support our live geographies and enterprise functions (platform support costs) decreased to $81.7 million in 2025, compared to $87.4 million in the same period in 2024. Investments to support geography entry decreased to $10.8 million in 2025, compared to $15.3 million in the same period in 2024 due to decreased costs associated with our geographies that are expected to become operational in subsequent calendar years and the expansion into existing geographies. In aggregate, costs incurred for severance, transaction related costs, and stock-based compensation expense decreased $13.5 million in 2025 primarily due to a reduction in severance and the cancellation of certain stock-based instruments during the second half of 2024.

Income (loss) from equity method investments


	Three Months Ended June 30,						Change
(dollars in thousands)	2025			2024			$		%
Income (loss) from equity method investments	$	5,412		$	9,955		$	(4,543)	(46)	%
% of total revenues	—		%	1		%

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Income (loss) from equity method investments decreased $4.5 million, or 46%, for the three months ended June 30, 2025 compared to the same period in 2024 primarily from increases in operating expenses during 2025 compared to 2024 from our CMS ACO Models investments.


	Six Months Ended June 30,						Change
(dollars in thousands)	2025			2024			$		%
Income (loss) from equity method investments	$	18,084		$	15,639		$	2,445	16	%
% of total revenues	1		%	1		%

Income (loss) from equity method investments increased $2.4 million, or 16%, for the six months ended June 30, 2025 compared to the same period in 2024 primarily from the higher medical margin in 2025 from our CMS ACO Models investments.

Other income (expense), net


	Three Months Ended June 30,						Change
(dollars in thousands)	2025			2024			$		%
Other income (expense), net	$	7,879		$	4,841		$	3,038	63	%
% of total revenues	1		%	—		%

Other income (expense), net increased $3.0 million, or 63%, for the three months ended June 30, 2025 compared to the same period in 2024 primarily from $4.3 million of income related to services rendered to our CMS ACO Models investments that was recognized in 2025.


	Six Months Ended June 30,						Change
(dollars in thousands)	2025			2024			$		%
Other income (expense), net	$	17,140		$	10,733		$	6,407	60	%
% of total revenues	1		%	—		%

Other income (expense), net increased $6.4 million, or 60%, for the six months ended June 30, 2025 compared to the same period in 2024 primarily from $8.5 million of income related to services rendered to our CMS ACO Models investments that was recognized in 2025.

Total Discontinued Operations


	Six Months Ended June 30,						Change
(dollars in thousands)	2025			2024			$		%
Total discontinued operations	$	14,000		$	(9,281)		$	23,281	251	%
% of total revenues	—		%	—		%

Total discontinued operations relates to the sale of our Hawaii operations in October 2023. Total discontinued operations for the six months ended June 30, 2025 relates to the release of a contingent obligation from our Hawaii operations compared to losses from discontinued operations for the six months ended June 30, 2024.

Non-GAAP Financial Measures

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

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

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

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

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

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

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

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

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

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

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

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


	Three Months Ended June 30,				Six Months Ended June 30,
	2025		2024		2025		2024
Gross profit (loss)(1)	$	(52,427)	$	32,175	$	(1,705)	$	107,263
Other operating revenue	(2,943)		(3,179)		(5,846)		(6,338)
Other medical expenses	2,164		76,523		82,357		161,947
Medical margin	$	(53,206)	$	105,519	$	74,806	$	262,872

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

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


	Three Months Ended June 30,					Six Months Ended June 30,
	2025			2024		2025		2024
Net income (loss)	$	(104,370)		$	(30,662)	$	(92,258)	$	(36,696)
(Income) loss from discontinued operations, net of income taxes	—			—		(14,000)		9,281
Interest expense	1,572			1,697		3,087		2,981
Income tax expense (benefit)	62			417		258		284
Depreciation and amortization	7,319			5,907		14,195		11,751

31.1			Certification by Benjamin Shaker, agilon’s interim Principal Executive Officer, Pursuant to Securities Exchange Act Rule 13a-14(a).*

31.2			Certification by Jeffrey Schwaneke, agilon’s Principal Financial Officer and interim Principal Executive Officer, Pursuant to Securities Exchange Act Rule 13a-14(a).*

32.1			Certification by Benjamin Shaker, agilon’s interim Principal Executive Officer, Pursuant to Securities Exchange Act Rule 13a-14(b) and 18 U.S.C. Section 1350.**

32.2			Certification by Jeffrey Schwaneke, agilon’s Principal Financial Officer and interim Principal Executive Officer, Pursuant to Securities Exchange Act Rule 13a-14(b) and 18 U.S.C. Section 1350.**

101.INS			Inline XBRL Instance Document – the instance document does not appear in the Interactive Data File because XBRL tags are embedded within the Inline XBRL document.*

101.SCH			Inline XBRL Taxonomy Extension Schema Document.*

101.CAL			Inline XBRL Taxonomy Extension Calculation Linkbase Document.*

101.DEF			Inline XBRL Taxonomy Extension Definition Linkbase Document.*

101.LAB			Inline XBRL Taxonomy Extension Label Linkbase Document.*

101.PRE			Inline XBRL Taxonomy Extension Presentation Linkbase Document.*

104			Cover Page Interactive Data File (embedded within the Inline XBRL document).*

___________________________________________

*Filed herewith.

**Furnished herewith.

† Identifies each management contract or compensatory plan or arrangement.

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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.


Date: August 4, 2025						agilon health, inc.

						(Registrant)

						/s/ JEFFREY SCHWANEKE
						Jeffrey Schwaneke
						Chief Financial Officer and Member of the Office of the Chairman
						(Principal Financial Officer and Interim Principal Executive Officer)

agilon health, inc. - Quarter Report: 2025 June (Form 10-Q)

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