STOCK TITAN

agilon health (AGL) CFO receives 75,000 RSUs after reverse stock split

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

agilon health, inc. reported that its Chief Financial Officer, Jeffrey A. Schwaneke, received a grant of 75,000 shares of Common Stock in the form of restricted stock units on April 1, 2026. These restricted stock units vest in three equal installments on each anniversary of April 1, 2026, subject to continued employment.

On the same date, 1,662 shares of Common Stock were withheld by the company to cover income tax obligations related to the net settlement of restricted stock units, and this did not represent an open-market sale. After these transactions, Schwaneke directly beneficially owned 140,342 shares, which include restricted stock units, and indirectly beneficially owned 892 shares held by a trust. The reported beneficial ownership amounts reflect a 1-for-25 reverse stock split of agilon health’s common stock that became effective on March 30, 2026.

Positive

  • None.

Negative

  • None.
Insider Schwaneke Jeffrey A.
Role Chief Financial Officer
Type Security Shares Price Value
Tax Withholding Common Stock 1,662 $9.75 $16K
Grant/Award Common Stock 75,000 $0.00 --
holding Common Stock -- -- --
Holdings After Transaction: Common Stock — 65,342 shares (Direct); Common Stock — 892 shares (Indirect, By trust)
Footnotes (1)
  1. Represents the number of shares of Common Stock that have been withheld by the issuer to satisfy its income tax withholding and remittance obligations in connection with the net settlement of the restricted stock units and does not represent a sale. The amount of securities beneficially owned following the reported transaction reflects the 1 for 25 reverse stock split of the Issuer's issued and outstanding common stock effective March 30, 2026. Restricted stock units that vest in three equal installments on each anniversary of April 1, 2026, subject to continued employment. Includes restricted stock units. The amount of securities beneficially owned reflects the 1 for 25 reverse stock split of the Issuer's issued and outstanding common stock effective March 30, 2026.
Restricted stock unit grant 75,000 shares Common Stock RSU award to CFO on April 1, 2026
Tax-withholding shares 1,662 shares at $9.75 Shares withheld to satisfy income tax obligations
Direct holdings after grant 140,342 shares CFO direct beneficial ownership including restricted stock units
Direct holdings after withholding 65,342 shares Direct beneficial ownership immediately after tax-withholding entry
Indirect holdings by trust 892 shares Indirect beneficial ownership by trust
Reverse stock split ratio 1-for-25 Reverse split of common stock effective March 30, 2026
restricted stock units financial
"Restricted stock units that vest in three equal installments on each anniversary of April 1, 2026"
Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.
reverse stock split financial
"reflects the 1 for 25 reverse stock split of the Issuer's issued and outstanding common stock effective March 30, 2026"
A reverse stock split is when a company reduces the number of its shares outstanding, making each share more valuable. For example, if you own 100 shares worth $1 each, a 1-for-10 reverse split would turn your 100 shares into 10 shares worth $10 each. Companies often do this to boost their stock price and appear more stable to investors.
income tax withholding financial
"withheld by the issuer to satisfy its income tax withholding and remittance obligations in connection with the net settlement"
beneficially owned financial
"The amount of securities beneficially owned following the reported transaction reflects the 1 for 25 reverse stock split"
Beneficially owned describes securities or assets where a person has the economic rights and control—such as the right to receive dividends and to direct voting—even if legal title is held in another name. Think of it like having the keys and using a car that’s registered to someone else: you get the benefits and make decisions. Investors care because beneficial ownership reveals who truly controls value and voting power, affecting corporate decisions and takeover dynamics.
net settlement financial
"in connection with the net settlement of the restricted stock units and does not represent a sale"
SEC Form 4
FORM 4UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number:3235-0287
Estimated average burden
hours per response:0.5
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
1. Name and Address of Reporting Person*
Schwaneke Jeffrey A.

(Last)(First)(Middle)
C/O AGILON HEALTH, INC.
440 POLARIS PARKWAY, SUITE 550

(Street)
WESTERVILLE OHIO 43082

(City)(State)(Zip)

UNITED STATES

(Country)
2. Issuer Name and Ticker or Trading Symbol
agilon health, inc. [ AGL ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director10% Owner
XOfficer (give title below)Other (specify below)
Chief Financial Officer
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
04/01/2026
6. Individual or Joint/Group Filing (Check Applicable Line)
XForm filed by One Reporting Person
Form filed by More than One Reporting Person
4. If Amendment, Date of Original Filed (Month/Day/Year)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year)2A. Deemed Execution Date, if any (Month/Day/Year)3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
CodeVAmount(A) or (D)Price
Common Stock04/01/2026F1,662(1)D$9.7565,342(2)D
Common Stock04/01/2026A75,000(3)A$0140,342(4)D
Common Stock892(5)IBy trust
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year)3A. Deemed Execution Date, if any (Month/Day/Year)4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year)7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Explanation of Responses:
1. Represents the number of shares of Common Stock that have been withheld by the issuer to satisfy its income tax withholding and remittance obligations in connection with the net settlement of the restricted stock units and does not represent a sale.
2. The amount of securities beneficially owned following the reported transaction reflects the 1 for 25 reverse stock split of the Issuer's issued and outstanding common stock effective March 30, 2026.
3. Restricted stock units that vest in three equal installments on each anniversary of April 1, 2026, subject to continued employment.
4. Includes restricted stock units.
5. The amount of securities beneficially owned reflects the 1 for 25 reverse stock split of the Issuer's issued and outstanding common stock effective March 30, 2026.
Remarks:
/s/ Mimi Yang, as Attorney-in-Fact04/03/2026
** Signature of Reporting PersonDate
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)

FAQ

What insider transaction did agilon health (AGL) report for its CFO?

agilon health reported that CFO Jeffrey A. Schwaneke received a grant of 75,000 restricted stock units of Common Stock. These units are part of his equity compensation and will vest over time, aligning his interests with long-term company performance and shareholder value.

How do the 75,000 restricted stock units for AGL’s CFO vest over time?

The 75,000 restricted stock units granted to agilon health’s CFO vest in three equal installments on each anniversary of April 1, 2026. Vesting is conditioned on his continued employment, encouraging retention and long-term commitment to the company’s strategic and financial objectives.

Did the agilon health CFO sell any shares in this Form 4 filing?

No open-market sale occurred. The Form 4 shows 1,662 shares of Common Stock withheld by agilon health to satisfy income tax withholding and remittance obligations. The footnote clarifies this tax-withholding disposition does not represent a sale of shares by the CFO.

What is the CFO’s total reported ownership in agilon health (AGL) after these transactions?

Following the reported transactions, agilon health’s CFO directly beneficially owned 140,342 shares of Common Stock, including restricted stock units, and indirectly beneficially owned 892 shares held by a trust. These ownership figures reflect the company’s 1-for-25 reverse stock split effective March 30, 2026.

How did agilon health’s reverse stock split affect the CFO’s reported holdings?

The footnotes state that the beneficially owned securities for agilon health’s CFO reflect a 1-for-25 reverse stock split of issued and outstanding common stock effective March 30, 2026. This corporate action reduced the share count proportionally while maintaining the economic value of his holdings.

What type of Form 4 disposition is shown for the 1,662 AGL shares?

The 1,662-share disposition is coded as an F transaction, indicating shares withheld to satisfy income tax obligations. The filing explains these Common Stock shares were withheld in connection with net settlement of restricted stock units and explicitly notes the transaction does not represent a market sale.