agilon health (AGL) CTO adds shares on PSU vesting, 6,477 withheld for taxes

Rhea-AI Filing Summary

agilon health Chief Technology Officer Venkatachaliah Girish reported equity transactions tied to a performance-based restricted stock unit award. On March 9, 2026, he acquired 18,448 shares of Common Stock, reflecting the settlement of vested PSUs granted in April 2023 based on three-year revenue and Adjusted EBITDA goals with 42% attainment.

On the same date, 6,477 shares were withheld by agilon health to cover income tax obligations related to the net settlement of these PSUs, and this withholding is explicitly stated not to represent a sale. After these transactions, Girish directly holds 278,607 shares of Common Stock, including restricted stock units.

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

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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^*

Venkatachaliah Girish

(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 Technology Officer

3. Date of Earliest Transaction (Month/Day/Year)
03/09/2026

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	03/09/2026		P		18,448(1)(2)	A	(3)	285,084	D
Common Stock	03/09/2026		F		6,477(4)	D	$0.5999	278,607(5)	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. This award was granted on April 14, 2023 and all remaining performance-based restricted stock units (PSUs) subject to the award vested on March 9, 2026.

2. The number of PSUs that vested was determined based on agilon health's predetermined Revenue and Adjusted EBITDA goals over a three-year period from January 1, 2023 through December 31, 2025. Total attainment achieved was 42%.

3. Each PSU represents the right to receive, at settlement, one share of common stock. This transaction represents the settlement of PSUs in shares of common stock on their scheduled vesting date.

4. 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 PSUs and does not represent a sale.

5. Includes restricted stock units.

Remarks:

	/s/ Mimi Yang, as Attorney-in-Fact	03/11/2026
	** 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.

FAQ

What did agilon health (AGL) CTO Venkatachaliah Girish report in this Form 4?

He reported equity activity tied to performance-based restricted stock units. 18,448 Common Stock shares were acquired upon PSU vesting, while 6,477 shares were withheld for taxes, leaving him with 278,607 directly held shares, including restricted stock units.

How many agilon health (AGL) shares did the CTO acquire in the latest transaction?

Venkatachaliah Girish acquired 18,448 shares of agilon health Common Stock. These shares came from the settlement of performance-based restricted stock units granted in April 2023, which vested after the company achieved 42% of its predetermined revenue and Adjusted EBITDA goals.

Why were 6,477 agilon health (AGL) shares disposed of in this Form 4?

The 6,477 shares were withheld by agilon health to satisfy income tax withholding and remittance obligations. The filing explicitly states this tax-withholding disposition does not represent a sale, but rather shares used to cover taxes on the vested PSU award.

How many agilon health (AGL) shares does the CTO hold after these transactions?

Following the reported transactions, Venkatachaliah Girish directly holds 278,607 shares of agilon health Common Stock. This figure includes shares underlying restricted stock units, reflecting his ongoing equity stake after PSU vesting and tax withholding.

What performance goals determined the PSU vesting for agilon health (AGL) CTO?

The number of PSUs that vested was based on agilon health’s predetermined Revenue and Adjusted EBITDA goals over a three-year period from January 1, 2023 through December 31, 2025. Total attainment for these metrics was 42%, driving the final vested share count.

Does the Form 4 indicate an open-market sale by agilon health (AGL) CTO?

The Form 4 does not show an open-market sale. It reports PSU vesting that delivered 18,448 shares and a tax-withholding disposition of 6,477 shares, which the filing clarifies represents shares withheld for taxes rather than a sale into the market.