agilon health, inc. (AGL) SEC Filings, Jan-Mar 2026

agilon health, inc. reported weaker results for 2025 but projected a sharp turnaround in 2026. Full-year 2025 revenue slipped to $5.93B from $6.06B, while net loss widened to $391M from $260M as medical margin swung to a $57M loss from $205M of earnings.

Adjusted EBITDA loss nearly doubled to $296M from $154M, and total members on the platform fell 5% to 625,000, reflecting market and payor exits. Despite this, the company guided 2026 revenue to $5.41–$5.58B, medical margin to $300–$350M, and Adjusted EBITDA to between a $15M loss and a $15M profit, implying a breakeven midpoint.

As of December 31, 2025, agilon held $285M in cash, cash equivalents and marketable securities with $35M of total debt, and expects more disciplined contracting, reduced Part D exposure, and $35M+ in operating cost reductions to underpin the 2026 outlook.

agilon health, inc. is calling a virtual special stockholder meeting on March 17, 2026 to vote on a reverse stock split and a possible adjournment of the meeting. Holders of 414,869,759 common shares as of February 17, 2026 may vote.

The main proposal would authorize the board to implement a reverse stock split at a ratio between 1-for-5 and 1-for-25, without changing the total number of authorized shares or the $0.01 par value. This would sharply reduce shares outstanding and raise the share price mathematically, while increasing the pool of authorized but unissued shares.

The company discloses that its stock closed at $0.35 on the record date and that it previously received a NYSE notice for failing the $1.00 minimum bid requirement. The board believes a reverse split may help maintain NYSE listing, but warns there is no assurance the price will rise or remain above $1.00, and that lower share count could reduce liquidity.

Fractional shares would not be issued; instead, aggregated fractional interests would be cashed out. A second proposal would allow adjournment of the special meeting to solicit more proxies if there are not enough votes to approve the reverse split. The board unanimously recommends voting “FOR” both proposals.

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.

agilon health, inc. has called a virtual special stockholder meeting for March 17, 2026 to vote on a reverse stock split and a related adjournment proposal. Stockholders of record as of February 17, 2026 may participate and vote online.

The main proposal would amend the certificate of incorporation to allow a reverse stock split of the common stock at a ratio between one-for-five and one-for-twenty-five, with the exact ratio set later by the board. The split would not reduce authorized shares, so authorized but unissued shares would increase relative to those outstanding.

No fractional shares would be issued; instead, aggregated fractional interests would be paid out in cash. A second proposal would permit adjournment of the meeting to solicit additional proxies if there are not enough votes to approve the reverse split. The board unanimously recommends voting “FOR” both proposals.

Agilon Health director John William Wulf increased his stake in the company. On 11/12/2025, he purchased 81,000 shares of agilon health, inc. common stock in open-market transactions at a weighted average price of $0.6289 per share, with individual trades ranging from $0.6251 to $0.6321.

Following this purchase, he directly beneficially owns 365,857 shares of common stock, which include restricted stock units.

The Vanguard Group filed an amended Schedule 13G/A reporting passive ownership of agilon health Inc. common stock. As of 12/31/2025, Vanguard reported beneficial ownership of 18,321,808 shares, representing 4.41% of the outstanding common stock.

Vanguard reported shared voting power over 2,261,393 shares and shared dispositive power over 18,321,808 shares, with no sole voting or dispositive power. Vanguard states the shares are held in the ordinary course of business and not with the purpose of influencing control of agilon health.

The filing notes that on January 12, 2026, Vanguard underwent an internal realignment and no longer performs portfolio management or proxy voting. Certain Vanguard subsidiaries or divisions pursuing the same investment strategies are expected to report beneficial ownership separately on a disaggregated basis.

agilon health, inc. reported an insider equity award to its Chief Financial Officer, Jeffrey A. Schwaneke. On January 10, 2026, he received 600,000 shares of common stock in the form of restricted stock units at a stated price of $0 per share. These restricted stock units vest in three equal installments on each anniversary of January 10, 2026, providing a three-year vesting schedule. Following this grant, Schwaneke beneficially owns 1,675,122 shares of agilon health common stock, which includes restricted stock units, all held directly.

agilon health, inc. reported that it entered into an Amended and Restated Employment Agreement with its Chief Financial Officer and Executive Vice President, Jeffrey Schwaneke, effective January 1, 2026. The updated agreement is described as substantially the same as his prior agreement, with key changes focused on equity compensation and severance terms.

Under the new agreement, Mr. Schwaneke will receive a one-time grant of 600,000 restricted stock units (RSUs) scheduled to vest annually over three years. If he is employed when agilon grants annual equity awards for fiscal year 2026 to its executive officers, he is to receive awards with an aggregate grant-date fair value of $3,750,000, with terms consistent with other executives. He will also be eligible for annual equity awards for fiscal year 2027 in the ordinary course.

If his employment is terminated by the company without cause (and not due to death or disability) before 18 months after January 1, 2026, the agreement provides cash severance equal to 12 months of base salary and target annual bonus, plus continued vesting of equity awards granted under this agreement as if his employment had not ended, subject to a release of claims. The same continued vesting treatment applies if he voluntarily resigns more than 18 months after January 1, 2026.