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agilon health (NYSE: AGL) CTO exit includes $766,063 severance, equity vesting

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(High)
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(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

agilon health, inc. announced that Chief Technology Officer Girish Venkatachaliah will leave the company effective August 1, 2026. His departure is governed by a Severance Agreement and General Release that becomes effective eight days after he signs it.

Under this agreement, he is entitled to $766,063 in cash severance, paid in installments over twelve months after the separation date. He will also continue to vest, through April 30, 2027, in his 2025 transformation equity award and other outstanding time- and service-vesting restricted stock units scheduled to vest on or before that date, subject to any performance-based vesting conditions. Venkatachaliah is expected to enter a Consulting Agreement to provide transition consulting services from August 1, 2026 through December 31, 2026, for no consideration other than this continued equity vesting.

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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance
Key personnel changes including departures, elections, or appointments of directors and executive officers.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Cash severance $766,063.00 Total severance payable in installments over twelve months following August 1, 2026 separation
Separation Date August 1, 2026 Effective termination date of CTO employment
Consulting term end December 31, 2026 End date of transition consulting services period
Equity vesting end date April 30, 2027 Date through which transformation and other RSU awards continue to vest
Severance Agreement effectiveness 8 days after execution Waiting period before severance agreement becomes effective
Severance Agreement and General Release regulatory
"The Severance Agreement and General Release (the “Severance Agreement”)"
transformation equity award financial
"continued vesting through April 30, 2027 of the transformation equity award"
restricted stock unit financial
"other outstanding time/service-vesting restricted stock unit awards previously granted"
A restricted stock unit is a promise from a company to give an employee shares of stock after certain conditions are met, like staying with the company for a set amount of time. It’s like earning a bonus that turns into company stock once you’ve proven your commitment, making it a way to motivate and reward employees.
transition consulting services financial
"provide the Company with transition consulting services through December 31, 2026"

AI-generated analysis. How Rhea-AI works. Not financial advice.

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FAQ

What executive change did agilon health (AGL) disclose in this report?
agilon health disclosed that its Chief Technology Officer, Girish Venkatachaliah, will have his employment terminated effective August 1, 2026. He will shift to a consulting role through year-end 2026 under a separate agreement.

How much severance will agilon health (AGL) pay its departing CTO?
The departing CTO is entitled to cash severance totaling $766,063. This amount will be paid in installments over twelve months following the August 1, 2026 separation date, as provided in the Severance Agreement and General Release.

What equity awards will continue vesting for the agilon health (AGL) CTO?
He will receive continued vesting through April 30, 2027 for his 2025 transformation equity award and other outstanding time/service-vesting restricted stock unit awards that are scheduled to vest on or before that date, subject to performance conditions.

How long will the former CTO consult for agilon health (AGL)?
Under the planned Consulting Agreement, he will provide transition consulting services from August 1, 2026 through December 31, 2026. He receives no additional cash consideration, only the continued equity award vesting already described.

When does the Severance Agreement for agilon health’s (AGL) CTO become effective?
The Severance Agreement and General Release becomes effective eight days after Girish Venkatachaliah executes it. Its effectiveness is a condition for him to receive the cash severance and continued equity vesting benefits outlined in the agreement.
0001831097FALSE00018310972026-07-172026-07-17

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): (July 17, 2026)
_____________________________________________
agilon health, inc.
(Exact name of Registrant as Specified in Its Charter)
_____________________________________________
Delaware001-4033237-1915147
(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:
oWritten communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
oSoliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
oPre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
oPre-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 shareAGLThe 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


Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On July 17, 2026, agilon health, inc. (the "Company") provided notice to Girish Venkatachaliah, the Company's Chief Technology Officer, that Mr. Venkatachaliah’s employment with the Company will terminate effective August 1, 2026 (the “Separation Date”). In connection with Mr. Venkatachaliah’s separation from employment, the Company provided Mr. Venkatachaliah with a Severance Agreement and General Release (the “Severance Agreement”) which will become effective eight days following Mr. Venkatachaliah’s execution of the Severance Agreement. Concurrently, the Company and Mr. Venkatachaliah intend to enter into a Consulting Agreement (the “Consulting Agreement”) effective as of August 1, 2026 and pursuant to which Mr. Venkatachaliah will provide the Company with transition consulting services through December 31, 2026 for no consideration other than the continued equity award vesting referenced below.
The Severance Agreement provides that Mr. Venkatachaliah will be entitled to receive severance benefits consisting of cash severance totaling $766,063.00 (to be paid in installments over twelve months following the Separation Date), as well as continued vesting through April 30, 2027 (as though Mr. Venkatachaliah had remained employed with the Company through that date, and subject to any applicable performance-based vesting requirements) of the transformation equity award granted by the Company to Mr. Venkatachaliah in 2025 as well as the other outstanding time/service-vesting restricted stock unit awards previously granted by the Company to Mr. Venkatachaliah that are scheduled to vest on or before April 30, 2027.
The foregoing summary of the Severance Agreement, including the Consulting Agreement attached thereto, does not purport to be complete and is qualified in its entirety by reference to the full text of such agreements, which are filed as Exhibit 10.1 hereto and incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d)Exhibits
Exhibit
Number
Description
10.1
Severance Agreement and General Release, dated as of July 17, 2026, by and between agilon health, inc. and Girish Venkatachaliah.
104Cover 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:July 21, 2026By: /s/ JEFFREY SCHWANEKE
Jeffrey Schwaneke
Chief Financial Officer

Source: View Original Filing on SEC EDGAR

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