agilon health (AGL) Form 4: Net RSU Settlement Reported by CFO/Director

Rhea-AI Filing Summary

Form 4 filed for agilon health, inc. (AGL) reports a transaction by Timothy Gertsch, identified as an officer (Chief Accounting Officer) and director. The filing records a transaction dated 08/16/2025 coded "F" showing "406(1) D" at a price of $1.11 and reports 114,752 shares beneficially owned following the reported transaction. The form's explanation states that the "406" figure represents shares withheld by the issuer to satisfy income tax withholding in connection with net settlement of restricted stock units and that this withholding "does not represent a sale." The form is signed by an attorney-in-fact on 08/19/2025.

Positive

• Clear disclosure that the transaction was a tax-withholding net settlement of RSUs and "does not represent a sale."
• Beneficial ownership reported after the transaction is explicitly stated as 114,752 shares, including restricted stock units.

Negative

• None.

Insights

Financial Analyst

TL;DR: Insider reported tax-withholding net settlement of RSUs, not a market sale; beneficial ownership remains disclosed at 114,752 shares.

This Form 4 shows an internal share withholding event related to the net settlement of restricted stock units. The transaction is coded "F" and annotated "406(1) D" at a price of $1.11, and the filer’s beneficial ownership after the transaction is listed as 114,752 shares. Because the explanatory note explicitly states the withheld shares were used to meet income tax obligations and "does not represent a sale," market-supply impact is likely minimal. The disclosure maintains transparency around insider holdings and compensation settlement mechanics.

Corporate Governance Expert

TL;DR: Routine tax-withholding of RSUs disclosed; the filing documents compliance with Section 16 reporting requirements.

The filing identifies Timothy Gertsch as both an officer (Chief Accounting Officer) and director and documents the net settlement mechanics of equity compensation. The explanation clarifies the nature of the transaction as withholding for tax remittance rather than an open-market divestiture. The submission appears complete for this type of internal compensation-related event and preserves the issuer’s and reporting person’s compliance posture under Section 16.

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
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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^*

Gertsch Timothy

(Last) (First) (Middle)

C/O AGILON HEALTH, INC.

440 POLARIS PARKWAY, SUITE 550

(Street)

WESTERVILLE OH 43082

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
agilon health, inc. [ AGL ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Accounting Officer

3. Date of Earliest Transaction (Month/Day/Year)
08/16/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

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

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

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)
			Code	V	Amount	(A) or (D)	Price
Common Stock	08/16/2025		F		406(1)	D	$1.11	114,752(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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount 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. Includes restricted stock units.

Remarks:

	/s/ Mimi Yang, as Attorney-in-Fact	08/19/2025
	** 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.

FAQ

What did Timothy Gertsch report on Form 4 for AGL?

The filing reports a transaction dated 08/16/2025 coded "F" showing "406(1) D" at a price of $1.11, with 114,752 shares beneficially owned following the transaction.

Does the Form 4 indicate a sale of agilon health (AGL) shares?

No. The form's explanation states the shares were withheld by the issuer to satisfy income tax withholding in connection with net settlement of restricted stock units and "does not represent a sale."

What is the reporting person's role at agilon health (AGL)?

The form lists Timothy Gertsch as a director and an officer with the title Chief Accounting Officer.

When was the Form 4 signed and who signed it?

The form shows a signature by /s/ Mimi Yang, as Attorney-in-Fact dated 08/19/2025.

What does the notation '406(1)' refer to in this Form 4?

The filing includes an explanation stating that the figure labeled in the transaction relates to shares withheld by the issuer to satisfy income tax withholding for net settlement of restricted stock units.