agilon health (AGL): Schedule 13G/A — passive ownership update. North Peak Capital Management, LLC and affiliated entities filed Amendment No. 1 reporting beneficial ownership of 39,411,957 shares of AGL, representing 9.5% of the class, based on 414,581,604 shares outstanding as of October 30, 2025.
Affiliates including North Peak Capital GP, LLC and individuals Michael K. Kahan and Jeremy S. Kahan each report 31,971,936 shares (7.7%). North Peak Capital Management lists shared voting power: 31,971,936 and sole dispositive power: 7,440,021, with additional shared dispositive power of 31,971,936. Reported holdings include, for example, North Peak Capital Partners II, LP: 18,382,413 shares and North Peak Capital Alpha Fund, LP: 9,840,951 shares.
The filing certifies the securities were not acquired and are not held for the purpose of changing or influencing control, consistent with a passive 13G status. The stated event date is September 30, 2025.
Positive
None.
Negative
None.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 1)
agilon health, inc.
(Name of Issuer)
Common stock, par value $0.01
(Title of Class of Securities)
00857U107
(CUSIP Number)
09/30/2025
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
Rule 13d-1(b)
Rule 13d-1(c)
Rule 13d-1(d)
SCHEDULE 13G
CUSIP No.
00857U107
1
Names of Reporting Persons
North Peak Capital Management, LLC
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
31,971,936.00
7
Sole Dispositive Power
7,440,021.00
8
Shared Dispositive Power
31,971,936.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
39,411,957.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
9.5 %
12
Type of Reporting Person (See Instructions)
IA, OO
Comment for Type of Reporting Person: The figures in Items 6, 8, and 9 include (1) 2,193,338 shares of Common stock, par value $0.01 ("Common Stock") of agilon health, inc. (the "Issuer") held directly by North Peak Capital Partners, LP, (2) 18,382,413 shares of Common Stock held directly by North Peak Capital Partners II, LP, (3) 9,840,951 shares of Common Stock held directly by North Peak Capital Alpha Fund, LP and (4) 1,555,234 shares of Common Stock held directly by North Peak Capital Ultra Fund, LP.
The figure in Item 11 is based upon 414,581,604 Common Stock outstanding as of October 30, 2025, as disclosed in the Issuer's quarterly report on Form 10-Q for the quarterly period ended September 30, 2025 filed with the U.S. Securities and Exchange Commission (the "Commission") on November 4, 2025.
SCHEDULE 13G
CUSIP No.
00857U107
1
Names of Reporting Persons
North Peak Capital GP, LLC
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
31,971,936.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
31,971,936.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
31,971,936.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
7.7 %
12
Type of Reporting Person (See Instructions)
OO
Comment for Type of Reporting Person: The figures in Items 6, 8, and 9 include (1) 2,193,338 shares of Common Stock held directly by North Peak Capital Partners, LP, (2) 18,382,413 shares of Common Stock held directly by North Peak Capital Partners II, LP, (3) 9,840,951 shares of Common Stock held directly by North Peak Capital Alpha Fund, LP and (4) 1,555,234 shares of Common Stock held directly by North Peak Capital Ultra Fund, LP.
The figure in Item 11 is based upon 414,581,604 Common Stock of the Issuer outstanding as of October 30, 2025, as disclosed in the Issuer's quarterly report on Form 10-Q for the quarterly period ended September 30, 2025, filed with the Commission on November 4, 2025.
SCHEDULE 13G
CUSIP No.
00857U107
1
Names of Reporting Persons
North Peak Capital Partners, LP
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
2,193,338.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
2,193,338.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
2,193,338.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
0.5 %
12
Type of Reporting Person (See Instructions)
PN
Comment for Type of Reporting Person: The figure in Item 11 is based upon 414,581,604 Common Stock of the Issuer outstanding as of October 30, 2025, as disclosed in the Issuer's quarterly report on Form 10-Q for the quarterly period ended September 30, 2025, filed with the Commission on November 4, 2025.
SCHEDULE 13G
CUSIP No.
00857U107
1
Names of Reporting Persons
North Peak Capital Partners II, LP
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
18,382,413.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
18,382,413.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
18,382,413.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
4.4 %
12
Type of Reporting Person (See Instructions)
PN
Comment for Type of Reporting Person: The figure in Item 11 is based upon 414,581,604 Common Stock of the Issuer outstanding as of October 30, 2025, as disclosed in the Issuer's quarterly report on Form 10-Q for the quarterly period ended September 30, 2025, filed with the Commission on November 4, 2025.
SCHEDULE 13G
CUSIP No.
00857U107
1
Names of Reporting Persons
North Peak Capital Alpha Fund, LP
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
9,840,951.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
9,840,951.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
9,840,951.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
2.4 %
12
Type of Reporting Person (See Instructions)
PN
Comment for Type of Reporting Person: The figure in Item 11 is based upon 414,581,604 Common Stock of the Issuer outstanding as of October 30, 2025, as disclosed in the Issuer's quarterly report on Form 10-Q for the quarterly period ended September 30, 2025, filed with the Commission on November 4, 2025.
SCHEDULE 13G
CUSIP No.
00857U107
1
Names of Reporting Persons
North Peak Capital Ultra Fund, LP
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
1,555,234.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
1,555,234.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
1,555,234.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
0.4 %
12
Type of Reporting Person (See Instructions)
PN
Comment for Type of Reporting Person: The figure in Item 11 is based upon 414,581,604 Common Stock of the Issuer outstanding as of October 30, 2025, as disclosed in the Issuer's quarterly report on Form 10-Q for the quarterly period ended September 30, 2025, filed with the Commission on November 4, 2025.
SCHEDULE 13G
CUSIP No.
00857U107
1
Names of Reporting Persons
Michael Kevin Kahan
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
UNITED STATES
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
31,971,936.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
31,971,936.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
31,971,936.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
7.7 %
12
Type of Reporting Person (See Instructions)
HC, IN
Comment for Type of Reporting Person: The figures in Items 6, 8, and 9 include (1) 2,193,338 shares of Common Stock held directly by North Peak Capital Partners, LP, (2) 18,382,413 shares of Common Stock held directly by North Peak Capital Partners II, LP, (3) 9,840,951 shares of Common Stock held directly by North Peak Capital Alpha Fund, LP and (4) 1,555,234 shares of Common Stock held directly by North Peak Capital Ultra Fund, LP.
The figure in Item 11 is based upon 414,581,604 Common Stock of the Issuer outstanding as of October 30, 2025, as disclosed in the Issuer's quarterly report on Form 10-Q for the quarterly period ended September 30, 2025, filed with the Commission on November 4, 2025.
SCHEDULE 13G
CUSIP No.
00857U107
1
Names of Reporting Persons
Jeremy Steven Kahan
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
UNITED STATES
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
31,971,936.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
31,971,936.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
31,971,936.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
7.7 %
12
Type of Reporting Person (See Instructions)
HC, CO
Comment for Type of Reporting Person: The figures in Items 6, 8, and 9 include (1) 2,193,338 shares of Common Stock held directly by North Peak Capital Partners, LP, (2) 18,382,413 shares of Common Stock held directly by North Peak Capital Partners II, LP, (3) 9,840,951 shares of Common Stock held directly by North Peak Capital Alpha Fund, LP and (4) 1,555,234 shares of Common Stock held directly by North Peak Capital Ultra Fund, LP.
The figure in Item 11 is based upon 414,581,604 Common Stock of the Issuer outstanding as of October 30, 2025, as disclosed in the Issuer's quarterly report on Form 10-Q for the quarterly period ended September 30, 2025, filed with the Commission on November 4, 2025.
SCHEDULE 13G
Item 1.
(a)
Name of issuer:
agilon health, inc.
(b)
Address of issuer's principal executive offices:
6210 E HWY 290, Suite 450, Austin, TX, 78723
Item 2.
(a)
Name of person filing:
This statement is jointly filed by and on behalf of each of North Peak Capital Management, LLC, a Delaware limited liability company ("North Peak Management"), North Peak Capital GP, LLC, a Delaware limited liability company ("North Peak GP"), North Peak Capital Partners, LP, a Delaware limited partnership ("Fund I"), North Peak Capital Partners II, LP, a Delaware limited partnership ("Fund II"), North Peak Capital Alpha Fund, LP, a Delaware limited partnership ("Alpha Fund"), North Peak Capital Ultra Fund, LP, a Delaware limited partnership ("Ultra Fund"), Jeremy S. Kahan and Michael K. Kahan (each, a "Reporting Person" and collectively, the "Reporting Persons"). North Peak Management is the investment manager of, and may be deemed to indirectly beneficially own securities owned by, each of Fund I, Fund II, Alpha Fund and Ultra Fund. North Peak Management is also an investment adviser to a separately managed account of an advisory client and may be deemed to beneficially own securities directly in such separately managed account, but North Peak Management does not have any voting authority with respect to any securities in such separately managed account. North Peak GP is the general partner of, and may be deemed to indirectly beneficially own securities owned by, each of Fund I, Fund II, Alpha Fund and Ultra Fund. Messrs. Kahan are the co-managers of, and each may be deemed to indirectly beneficially own securities beneficially owned by, each of North Peak Management and North Peak GP. Each Reporting Person disclaims beneficial ownership of the shares of Common Stock held directly by the other Reporting Persons.
Each Reporting Person declares that neither the filing of this statement nor anything herein shall be construed as an admission that such Reporting Person is, for the purposes of Section 13(d) or 13(g) of the Act or any other purpose, the beneficial owner of any securities covered by this statement.
Each Reporting Person may be deemed to be a member of a group with respect to the Issuer or securities of the Issuer for the purposes of Section 13(d) or 13(g) of the Act. Each of the Reporting Persons declares that neither the filing of this statement nor anything herein shall be construed as an admission that such Reporting Person is, for the purposes of Section 13(d) or 13(g) of the Act or any other purpose, (i) acting (or has agreed or is agreeing to act together with any other person) as a partnership, limited partnership, syndicate, or other group for the purpose of acquiring, holding, or disposing of securities of the Issuer or otherwise with respect to the Issuer or any securities of the Issuer or (ii) a member of any group with respect to the Issuer or any securities of the Issuer.
(b)
Address or principal business office or, if none, residence:
The address of the principal business office of each of the Reporting Persons is c/o North Peak Capital Management, LLC, 405 Lexington Avenue, Suite 5001, New York, NY 10174.
(c)
Citizenship:
See Item 4 on the cover page(s) hereto.
(d)
Title of class of securities:
Common stock, par value $0.01
(e)
CUSIP No.:
00857U107
Item 3.
If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)
Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)
Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)
Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)
Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)
An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)
An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)
A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)
A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)
A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)
A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution:
(k)
Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.
Ownership
(a)
Amount beneficially owned:
See Item 9 on the cover page(s) hereto.
(b)
Percent of class:
See Item 11 on the cover page(s) hereto.
(c)
Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:
See Item 5 on the cover page(s) hereto.
(ii) Shared power to vote or to direct the vote:
See Item 6 on the cover page(s) hereto.
(iii) Sole power to dispose or to direct the disposition of:
See Item 7 on the cover page(s) hereto.
(iv) Shared power to dispose or to direct the disposition of:
See Item 8 on the cover page(s) hereto.
Item 5.
Ownership of 5 Percent or Less of a Class.
Item 6.
Ownership of more than 5 Percent on Behalf of Another Person.
Not Applicable
Item 7.
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
Not Applicable
Item 8.
Identification and Classification of Members of the Group.
Not Applicable
Item 9.
Notice of Dissolution of Group.
Not Applicable
Item 10.
Certifications:
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under ?? 240.14a-11.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
North Peak Capital Management, LLC
Signature:
/s/ Jeremy Kahan
Name/Title:
Jeremy Kahan/Managing Member
Date:
11/13/2025
North Peak Capital GP, LLC
Signature:
/s/ Jeremy Kahan
Name/Title:
Jeremy Kahan/Manager
Date:
11/13/2025
North Peak Capital Partners, LP
Signature:
North Peak Capital GP, LLC
Name/Title:
General Partner
Date:
11/13/2025
Signature:
/s/ Jeremy Kahan
Name/Title:
Jeremy Kahan/Manager
Date:
11/13/2025
North Peak Capital Partners II, LP
Signature:
North Peak Capital GP, LLC
Name/Title:
General Partner
Date:
11/13/2025
Signature:
/s/ Jeremy Kahan
Name/Title:
Jeremy Kahan/Manager
Date:
11/13/2025
North Peak Capital Alpha Fund, LP
Signature:
North Peak Capital GP, LLC
Name/Title:
General Partner
Date:
11/13/2025
Signature:
/s/ Jeremy Kahan
Name/Title:
Jeremy Kahan/Manager
Date:
11/13/2025
North Peak Capital Ultra Fund, LP
Signature:
North Peak Capital GP, LLC
Name/Title:
General Partner
Date:
11/13/2025
Signature:
/s/ Jeremy Kahan
Name/Title:
Jeremy Kahan/Manager
Date:
11/13/2025
Michael Kevin Kahan
Signature:
/s/ Michael Kahan
Name/Title:
Michael Kahan
Date:
11/13/2025
Jeremy Steven Kahan
Signature:
/s/ Jeremy Kahan
Name/Title:
Jeremy Kahan
Date:
11/13/2025
Exhibit Information
Exhibit 99.1. Joint Filing Agreement (incorporated herein by reference to Exhibit 99.1 to the Schedule 13G filed on August 29, 2025, by the Reporting Persons with the SEC).
What stake did North Peak disclose in agilon health (AGL)?
North Peak Capital Management and affiliates reported 39,411,957 shares, equal to 9.5% of AGL.
What share count was used to calculate the ownership percentage for AGL?
The calculation is based on 414,581,604 shares outstanding as of October 30, 2025.
Which affiliated entities and individuals are included, and what do they report?
Affiliates include North Peak Capital GP, LLC, Michael K. Kahan, and Jeremy S. Kahan, each reporting 31,971,936 shares (7.7%).
How are voting and dispositive powers characterized?
North Peak Capital Management reports shared voting power: 31,971,936 and sole dispositive power: 7,440,021, plus shared dispositive power: 31,971,936.
Is the filing passive or activist in nature?
The certification states the holdings were not acquired and are not held to change or influence control, indicating a passive 13G status.
What is the event date tied to this ownership report?
The date of the event requiring the filing is September 30, 2025.
What are examples of holdings by specific funds?
Examples include North Peak Capital Partners II, LP: 18,382,413 shares and North Peak Capital Alpha Fund, LP: 9,840,951 shares.
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