New debt terms tighten cash and dividends at agilon health (AGL)

Rhea-AI Filing Summary

agilon health, inc. entered into a Third Amendment to its existing credit agreement, extending the stated maturity of its debt from February 18, 2026 to February 18, 2028. The amendment also revises several key covenants and liquidity requirements.

Management must now maintain at least $50 million in Total Cash at the end of each business day, and certain payments such as dividends to its holding company are conditioned on the Company achieving positive EBITDA for two consecutive trailing four-quarter periods after the amendment date. The amendment reduces revolving credit commitments from $100.0 million to $90.0 million, requires prepayment of term loans when letters of credit are reduced, and mandates cash collateralization of letters of credit at 103% of their amount. Substantially concurrently, agilon health, inc. delivered an unsecured Parent Guaranty of the management entity’s obligations under the amended credit agreement.

Insights

Credit & Capital Structure Analyst

Debt maturity is extended to 2028, but with tighter liquidity and dividend constraints.

The amendment pushes the credit facility’s maturity from February 18, 2026 to February 18, 2028, giving agilon health more time before principal comes due. In exchange, lenders obtained stricter terms, including revised covenant baskets tied to EBITDA rather than, or in addition to, consolidated total assets.

A new requirement to keep at least $50 million in Total Cash each business day and reducing the revolver from $100.0 million to $90.0 million constrain available liquidity. Conditioning certain dividends on positive EBITDA over two consecutive trailing four-quarter periods further prioritizes creditor protection over upstream cash. The Parent Guaranty increases lender claims on the corporate structure, and future company disclosures can show how comfortably operations fit within these updated terms.

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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 12, 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

Item 1.01 Entry into a Material Definitive Agreement.

On February 12, 2026 (the “Third Amendment Effective Date”), agilon health, inc. (the "Company"), agilon health management, inc. (f/k/a agilon health, inc.) (the “Management”) and Agilon Health Intermediate Holdings, Inc. (“Holdings”), entered into the Third Amendment (the “Amendment”) to the Credit Agreement, dated as of February 18, 2021 (as previously amended by the First Amendment to the Credit Agreement, dated as of March 1, 2021, and the Second Amendment to the Credit Agreement, dated as of May 25, 2023, the “Existing Credit Agreement” and, as amended, the “Credit Agreement”), among Management, Holdings, the Subsidiary Guarantors party thereto, J.P. Morgan Chase Bank, N.A., as administrative agent, and the other lenders and issuers from time to time party thereto, which modified certain terms of Management’s Existing Credit Agreement, including the amendments set forth below.

The Amendment, among other changes, (a) extended the stated maturity date from February 18, 2026 to February 18, 2028; (b) amended certain covenant “baskets” to be measured as a percentage of EBITDA rather than, or as an alternative to, Consolidated Total Assets; (c) required that Management maintain a minimum of $50 million in Total Cash as of the end of each Business Day; (d) conditioned certain payments, including dividends, to Holdings under the available amount “basket” on the Company achieving positive EBITDA for two consecutive trailing four-quarter periods each ending after the Third Amendment Effective Date; (e) required that any reduction in outstanding letters of credit be accompanied by a corresponding prepayment of term loans; (f) reduced the aggregate amount of revolving credit commitments from $100.0 million to $90.0 million; and (g) required cash collateralization at 103% of the amount of each letter of credit outstanding immediately prior to the Third Amendment Effective Date.

Substantially concurrently with the effectiveness of the Amendment, the Company executed and delivered an unsecured guaranty of Management’s obligations under the Credit Agreement (the “Parent Guaranty”).

All capitalized terms used herein, but not defined herein, shall have the meanings ascribed to such terms in the Amendment. The foregoing description of the Amendment does not purport to be complete and is qualified in its entirety by reference to the Amendment, which is filed as Exhibit 10.1 hereto and incorporated herein by reference.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The disclosure set forth above under Item 1.01 with respect to the Amendment is incorporated by reference into this Item 2.03.

Item 9.01 Financial Statements and Exhibits.

(d)Exhibits

Exhibit Number						Description
10.1						Third Amendment to Credit Agreement, dated as of February 12, 2026, among agilon health, inc., agilon health management, inc. (f/k/a agilon health, inc.), Agilon Health Intermediate Holdings, Inc., the Subsidiary Guarantors party thereto, the Lenders and Issuers from time to time party thereto and J.P. Morgan Chase Bank, N.A., as administrative agent.
10.2						Parent Guaranty, dated as of February 12, 2026, between agilon health, inc., in favor of J.P. Morgan Chase Bank, N.A., as administrative agent for itself, and the Lenders and Issuers from time to time party thereto.
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 12, 2026			By:			/s/ JEFFREY SCHWANEKE
									Jeffrey Schwaneke Chief Financial Officer

FAQ

What did agilon health (AGL) disclose in its February 2026 8-K?

agilon health disclosed a Third Amendment to its existing credit agreement. The amendment extends debt maturity to 2028, tightens liquidity covenants, adjusts certain baskets to be based on EBITDA, and is accompanied by a new unsecured Parent Guaranty supporting obligations under the amended facility.

How did the credit agreement amendment change debt maturity for agilon health (AGL)?

The amendment extends the stated maturity date by two years. The facility’s maturity moves from February 18, 2026 to February 18, 2028, giving the company a longer runway before repayment while accepting stricter terms on liquidity, letters of credit, and dividend-related conditions.

What new liquidity requirements does agilon health (AGL) face under the amended credit agreement?

agilon health must now maintain a minimum cash balance. Management is required to keep at least $50 million in Total Cash as of the end of each business day, adding a daily liquidity covenant on top of existing borrowing limits and letter of credit provisions in the amended facility.

How were agilon health’s (AGL) revolving credit commitments affected by the amendment?

The revolving credit commitments were modestly reduced. The aggregate revolver size decreased from $100.0 million to $90.0 million. This slightly lowers committed borrowing capacity while other changes address cash maintenance, letters of credit, and conditions for certain payments such as dividends.

What is the Parent Guaranty that agilon health (AGL) agreed to provide?

The Parent Guaranty is an unsecured guarantee of credit agreement obligations. Substantially concurrently with the amendment’s effectiveness, agilon health, inc. delivered a Parent Guaranty covering management’s obligations under the amended credit agreement in favor of J.P. Morgan Chase Bank, N.A., as administrative agent.

Filing Exhibits & Attachments

5 documents

Agreements & Contracts

• EX-10.1 EX-10.1 16.5 MB
• EX-10.2 EX-10.2 91.1 KB

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA DOCUMENT 1.7 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE DOCUMENT 22.3 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE DOCUMENT 12.7 KB