agilon health (NYSE: AGL) CEO receives 320,000 stock-based awards

Filing Impact

(Neutral)

Filing Sentiment

(Neutral)

Form Type

Rhea-AI Filing Summary

O'Rourke Timothy Patrick reported acquisition or exercise transactions in this Form 4 filing.

agilon health, inc. CEO and President Timothy Patrick O'Rourke reported stock-based compensation awards rather than open-market trades. He received 200,000 shares of Common Stock as a grant on May 7, 2026, increasing his directly held Common Stock to 320,000 shares.

On the same date, he also received a separate 120,000-share award, bringing that holding to 120,000 shares. Footnotes explain that a portion consists of restricted stock units vesting in three equal installments starting on the anniversary of May 7, 2026, and performance stock units that may vest over a three-year period if 30‑trading‑day weighted average prices reach $50, $100 and $150, subject to continued employment.

Insider Trade Summary

2 transactions reported

Mixed 2 txns

Insider O'Rourke Timothy Patrick

Role CEO & President

Type	Security	Shares	Price	Value
Grant/Award	Common Stock	120,000	$0.00	--
Grant/Award	Common Stock	200,000	$0.00	--

Holdings After Transaction: Common Stock — 120,000 shares (Direct, null)

Footnotes (1)

Restricted stock units that vest in three equal installments on each anniversary of May 7, 2026, subject to continued employment. Includes restricted stock units. Performance stock units may become vested subject to attainment during the three-year performance period (one-third vests if 30-trading-day weighted average price is equal or greater than $50, one-third vests if 30-trading-day weighted average price is equal or greater than $100, one-third vest if 30-trading-day weighted average price is equal or greater than $150) and continued employment through the end of such three-year performance period.

Key Figures

Time-based stock grant: 200,000 shares Holdings after time-based grant: 320,000 shares Performance stock award: 120,000 shares +3 more

6 metrics

Time-based stock grant 200,000 shares Common Stock grant on May 7, 2026

Holdings after time-based grant 320,000 shares Common Stock directly held after 200,000-share grant

Performance stock award 120,000 shares Separate Common Stock award on May 7, 2026

VWAP vesting hurdle 1 $50 30-trading-day weighted average price for first PSU tranche

VWAP vesting hurdle 2 $100 30-trading-day weighted average price for second PSU tranche

VWAP vesting hurdle 3 $150 30-trading-day weighted average price for final PSU tranche

Key Terms

Restricted stock units, Performance stock units, three-year performance period, 30-trading-day weighted average price, +1 more

5 terms

Restricted stock units financial

"Restricted stock units that vest in three equal installments on each anniversary of May 7, 2026, subject to continued employment."

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.

Performance stock units financial

"Performance stock units may become vested subject to attainment during the three-year performance period..."

Performance stock units are a type of company award that grants employees shares of stock only if certain performance goals are met. They motivate employees to work toward specific company achievements, aligning their interests with those of shareholders. For investors, they can influence a company's future stock supply and reflect management’s confidence in reaching key targets.

three-year performance period financial

"Performance stock units may become vested subject to attainment during the three-year performance period..."

30-trading-day weighted average price financial

"one-third vests if 30-trading-day weighted average price is equal or greater than $50..."

continued employment financial

"subject to continued employment through the end of such three-year performance period."

Continued employment means that an individual remains in their current job without interruption. For investors, it signals stability and ongoing work that can affect company performance and future prospects. Like a steady heartbeat for a business, sustained employment helps ensure consistent operations and financial health.

Form 4 Insider Transactions: What Each Field Means →

05/11/2026 - 05:05 PM

SEC Form 4

FORM 4

UNITED 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^*

O'Rourke Timothy Patrick

(Last)

(First)

(Middle)

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)

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	CEO & President

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
05/07/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form 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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	05/07/2026		A		120,000⁽¹⁾	A	$0	120,000⁽²⁾	D
Common Stock	05/07/2026		A		200,000⁽³⁾	A	$0	320,000⁽²⁾	D

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

Explanation of Responses:

1. Restricted stock units that vest in three equal installments on each anniversary of May 7, 2026, subject to continued employment.

2. Includes restricted stock units.

3. Performance stock units may become vested subject to attainment during the three-year performance period (one-third vests if 30-trading-day weighted average price is equal or greater than $50, one-third vests if 30-trading-day weighted average price is equal or greater than $100, one-third vest if 30-trading-day weighted average price is equal or greater than $150) and continued employment through the end of such three-year performance period.

Remarks:

	/s/ Mimi Yang, as Attorney-in-Fact	05/11/2026
	** Signature of Reporting Person	Date
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)

Source: View Original Filing on SEC EDGAR

FAQ

What did agilon health (AGL) CEO report in this Form 4 filing?

The CEO, Timothy Patrick O'Rourke, reported stock-based compensation awards, not market trades. He received two grants of Common Stock on May 7, 2026, which increased his directly held and awarded share positions, subject to multi‑year vesting and performance conditions.

How many agilon health (AGL) shares were granted to the CEO?

The CEO received 200,000 shares in one stock grant and 120,000 shares in a separate award. After these transactions, his reported holdings for those positions rose to 320,000 shares and 120,000 shares of Common Stock, all held directly, according to the Form 4.

Are the agilon health (AGL) CEO’s new awards time-based restricted stock units?

Part of the CEO’s awards are restricted stock units that vest in three equal installments. Vesting occurs on each anniversary of May 7, 2026, and is conditioned on his continued employment with agilon health, creating a staggered, multi‑year compensation structure.

How do the agilon health (AGL) CEO’s performance stock units vest?

The performance stock units may vest over a three-year performance period if share-price hurdles are met. One-third vests at a 30‑day weighted average price of $50, another third at $100, and the final third at $150, all requiring continued employment through the period.

Did the agilon health (AGL) CEO buy or sell shares on the open market?

No open‑market purchases or sales are reported. The Form 4 shows acquisitions coded as grants or awards with a zero per‑share price, reflecting stock-based compensation rather than discretionary buying or selling in the public market.

What type of ownership does the agilon health (AGL) CEO have for these awards?

The filing classifies the CEO’s ownership of these awards as direct. The reported positions and transactions are non‑derivative Common Stock, and footnotes indicate that they include restricted stock units and performance stock units with defined vesting and performance criteria.