[8-K/A] Astrana Health Inc. Amends Material Event Report

Rhea-AI Filing Summary

Astrana Health, Inc. reports it has completed the acquisition of all outstanding equity interests of Prospect Health Plan, Inc. and Alta Newport Hospital, LLC (d/b/a Foothill Regional Medical Center), and substantially all assets of certain direct and indirect subsidiaries of PHP Holdings, LLC, pursuant to an Asset and Equity Purchase Agreement dated November 8, 2024. The filing amends a prior Current Report on Form 8-K to incorporate Exhibits 99.1, 99.2 and 99.3 by reference.

The filing states that Unaudited Pro Forma Financial Statements are presented to give effect to the Transaction and related transactions. The document does not state purchase price, consideration, pro forma amounts, or other financial detail in the text provided here.

Positive

• Transaction closed: The company completed the acquisition of Prospect Health Plan, Alta Newport Hospital (Foothill Regional Medical Center), and substantially all specified PHP Holdings assets.
• Pro forma disclosure: Unaudited Pro Forma Financial Statements are included by reference, enabling assessment of the transaction's accounting effects.

Negative

• No deal economics in-text: The filing text does not disclose purchase price, consideration, or pro forma financial amounts.
• Key financial details deferred: Material metrics needed to evaluate impact on revenue, profitability, and leverage appear only in referenced exhibits, not in the main filing text provided here.

Insights

M&A Specialist

TL;DR: Completion of a strategic acquisition of Prospect-related entities and assets; pro forma financials attached but deal economics are not disclosed in-text.

The filing confirms closing of a multi-entity acquisition under the November 8, 2024 purchase agreement, consolidating provider and plan assets into Astrana Health. Inclusion of Unaudited Pro Forma Financial Statements indicates management intends to show the combined results, which is standard and useful for assessing the transaction's accounting impact. However, the absence of disclosed purchase price, goodwill estimates, or integration costs in this filing limits immediate assessment of financial dilution, leverage or expected synergies. Investors will need to review the referenced exhibits for material deal economics and pro forma metrics.

Financial Analyst

TL;DR: Transaction closing is material and likely affects scale and financial profile; critical financial details appear only in referenced exhibits.

Closing the acquisition of Prospect Health Plan, Alta Newport Hospital (Foothill Regional Medical Center) and related PHP Holdings assets is a material corporate event that can materially change revenue base, cost structure, and balance sheet composition. The statement that Unaudited Pro Forma Financial Statements give effect to the Transaction suggests adjustments for combined operations will be presented. Because this amendment references exhibits for the substantive figures, analysts should inspect Exhibits 99.1–99.3 to quantify revenue, expenses, purchase consideration, and pro forma leverage or earnings impact before updating models.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 8-K/A

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of report (Date of earliest event reported): July 1, 2025

ASTRANA HEALTH, INC.

(Exact Name of Registrant as Specified in Charter)

Delaware	001-37392	95-4472349
(State or Other Jurisdiction	(Commission	(I.R.S. Employer
of Incorporation)	File Number)	Identification No.)

1668 S. Garfield Avenue, 2nd Floor, Alhambra, California 91801

(Address of Principal Executive Offices) (Zip Code)

(626) 282-0288

Registrant’s Telephone Number, Including Area Code

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading symbol(s)		Name of each exchange on which registered
Common Stock, $0.001 par value per share		ASTH		The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ¨

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Explanatory Note

On July 2, 2025, Astrana Health, Inc. (the “Company) filed a Current Report on Form 8-K (the “Initial Form 8-K”) to report that it had completed the acquisition of all of the outstanding equity interests of Prospect Health Plan, Inc. and Alta Newport Hospital, LLC (d/b/a Foothill Regional Medical Center), and substantially all the assets of certain direct and indirect subsidiaries of PHP Holdings, LLC (“PHPH”), pursuant to the Asset and Equity Purchase Agreement, dated November 8, 2024, by and among the Company and certain direct and indirect subsidiaries party thereto, PHPH, PHS Holdings, LLC, Prospect Intermediate Holdings, LLC, Prospect Provider Group RI, LLC, certain other related entities party thereto and Prospect Medical Holdings, Inc., as Seller Representative (such acquisition, the “Transaction” and such acquired entities and assets, the “Acquired Business”).

This Current Report on Form 8-K/A amends the Initial Form 8-K to include the audited financial statements of business acquired required by Item 9.01(a) and unaudited pro forma consolidated financial information required by Item 9.01(b) of Form 8-K and to update certain disclosures under Item 9.01(a) and (b) of the Initial Form 8-K. Such information should be read in conjunction with the Initial Form 8-K. Except as provided herein, the disclosures made in the Initial Form 8-K remain unchanged.

Item 9.01 Financial Statements and Exhibits.

(a) Financial Statements of Business Acquired.

The audited financial statements of the Acquired Business as of and for the fiscal years ended September 30, 2024 and 2023, and the related Report of Independent Auditors, and the unaudited financial statements of the Acquired Business as of and for the six months ended March 31, 2025 and for the six months ended March 31, 2024, including, in each case, the accompanying notes, are filed as Exhibit 99.1 and Exhibit 99.2, respectively, to this Current Report on Form 8-K/A and are incorporated herein by reference.

(b) Pro Forma Financial Information.

The unaudited pro forma condensed combined balance sheet of the Company as of March 31, 2025 and the unaudited pro forma condensed combined statements of operations of the Company for the fiscal year ended December 31, 2024 and for the three months ended March 31, 2025 (collectively, the “Unaudited Pro Forma Financial Information”) are filed as Exhibit 99.3 to this Current Report on Form 8-K/A and are incorporated herein by reference. The Unaudited Pro Forma Financial Statements give effect to the Transaction and related transactions.

The Unaudited Pro Forma Financial Information is presented for illustrative purposes only and is not intended to represent or be indicative of the Company’s consolidated results of operations or financial position that would have been reported had the Transaction and related transactions been completed as of the dates presented in the Unaudited Pro Forma Financial Information. The Unaudited Pro Forma Financial Information should not be taken as a representation of the Company’s future consolidated results of operations or financial condition. The pro forma adjustments in the Unaudited Pro Forma Financial Information are based on available information and certain assumptions that management believes are reasonable under the circumstances.

(d) Exhibits.

Exhibit No.		Description
23.1		Consent of BDO USA, P.C.
99.1		Audited financial statements of the Acquired Business as of and for the fiscal years ended September 30, 2024 and 2023 and the related Report of Independent Auditors, including the notes thereto.
99.2		Unaudited financial statements of the Acquired Business as of and for the six months ended March 31, 2025 and for the six months ended March 31, 2024, including the notes thereto.
99.3		Unaudited pro forma condensed combined balance sheet of Astrana Health, Inc. as of March 31, 2025 and unaudited pro forma condensed combined statements of operations of Astrana Health, Inc. for the fiscal year ended December 31, 2024 and for the three months ended March 31, 2025.
104		Cover Page Interactive Data File (the cover page XBRL tags are embedded within the inline XBRL document).

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	ASTRANA HEALTH, INC.
Date: September 11, 2025	By:	/s/ Brandon K. Sim
	Name:	Brandon K. Sim
	Title:	Chief Executive Officer and President

FAQ

What did Astrana Health (ASTH) announce in this 8-K/A?

The filing states Astrana Health completed the acquisition of Prospect Health Plan, Inc., Alta Newport Hospital, LLC (d/b/a Foothill Regional Medical Center), and substantially all assets of certain PHP Holdings subsidiaries under the November 8, 2024 purchase agreement.

Are pro forma financial statements provided for the transaction?

Yes. The filing incorporates Unaudited Pro Forma Financial Statements by reference (Exhibits 99.1, 99.2 and 99.3) to give effect to the Transaction and related transactions.

Does the filing disclose the purchase price or financial impact?

No. The text provided does not include the purchase price, consideration, or specific pro forma amounts; those details must be reviewed in the referenced exhibits.

When was the purchase agreement executed?

The Asset and Equity Purchase Agreement is dated November 8, 2024, as stated in the filing.

Which entities were acquired by Astrana Health according to this filing?

Astrana Health acquired all outstanding equity interests of Prospect Health Plan, Inc. and Alta Newport Hospital, LLC (d/b/a Foothill Regional Medical Center), and substantially all assets of certain direct and indirect subsidiaries of PHP Holdings, LLC.