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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington,
DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the
Securities Exchange Act of 1934
Date of report (Date of earliest event
reported): March 2, 2026
ASTRANA HEALTH, INC.
(Exact Name of Registrant as Specified in
its 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. ¨
| Item 2.02 | Results of Operations and Financial Condition. |
On March 2, 2026, Astrana Health, Inc. (the “Company”)
issued a press release announcing its financial results for the quarter and year ended December 31, 2025. A copy of the press release
is furnished with this Current Report on Form 8-K as Exhibit 99.1 and incorporated herein by reference.
The information furnished pursuant to this Item
2.02 to this Current Report on Form 8-K, including the exhibit, is being “furnished” and, as such, shall not be deemed to
be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”),
or otherwise subject to the liabilities of that section, nor shall it be incorporated by reference into any filing under the Securities
Act of 1933, as amended (the “Securities Act”), or the Exchange Act, except as shall be expressly set forth by specific reference
in such filing.
| Item 7.01 | Regulation FD Disclosure. |
The Company has scheduled a conference call and
webcast at 5:30 a.m. Pacific Time/8:30 a.m. Eastern Time on March 2, 2026 to discuss the Company’s financial results for the quarter
and year ended December 31, 2025. In addition to the press release, an earnings presentation will be made available on the Company’s
investor relations page at ir.astranahealth.com. A copy of the earnings presentation is furnished as Exhibit 99.2 to this Current Report
on Form 8-K and incorporated herein by reference.
The Company will be filing a Form 12b-25 with
the Securities and Exchange Commission to extend the deadline for its Annual Report on Form 10-K for the year ended December 31, 2025
(the “2025 Form 10-K”). The Company anticipates reporting a material weakness in the Company’s internal control over
financial reporting, which is expected to relate to, but may not be limited to, the Company’s acquisition and purchase accounting
processes. The Company currently expects to file the 2025 Form 10-K within the fifteen-day extension period provided under Rule 12b-25
of the Securities Exchange Act of 1934, as amended.
The information furnished pursuant to this Item
7.01 to this Current Report on Form 8-K, including the exhibit, is being “furnished” and, as such, shall not be deemed to
be “filed” for the purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities of that section, nor
shall it be incorporated by reference into any filing under the Securities Act or the Exchange Act, except as shall be expressly set forth
by specific reference in such filing.
Item 8.01 Other Events.
On March 2, 2026, the Company announced that the
Board of Directors has increased the maximum aggregate amount of shares of the Company’s common stock that may be purchased under
the Company’s existing share repurchase program from $50 million to $100 million. Repurchases may be made through a variety of methods,
which could include open market purchases, accelerated share repurchase transactions, negotiated block transactions, 10b5-1 plans, other
transactions that may be structured through investment banking institutions or privately negotiated, or a combination of the foregoing.
The amount and timing of future repurchases, if any, may vary depending on management’s assessment of the intrinsic value of the
Company’s common stock, the market price of the Company’s common stock, general market and economic conditions, available
liquidity, compliance with the Company’s debt and other agreements, applicable legal requirements, the level of operating, financing
and other investing activities, and other considerations. The repurchase authorization does not have an expiration date.
The Company is not obligated to purchase any shares
under the repurchase program, and the program may be suspended, modified, or discontinued at any time without prior notice. During the
three months ended December 31, 2025, 633,844 shares were repurchased under the Company’s share repurchase plan. As of December
31, 2025, $35.9 million remained available under the repurchase plan. The Company may determine to continue to make repurchases under
the program following the filing of the 2025 Form 10-K.
Forward-Looking Statements
This Current Report on Form 8-K contains “forward-looking
statements” as defined in the Private Securities Litigation Reform Act of 1995 that are subject to risks and uncertainties, including
statements regarding the Company’s expectations regarding the timing of filing its 2025 Form 10-K on or before the prescribed due
date (the “extension deadline”), the expected material weakness in internal control over financial reporting, the consistency
of the financial statements in the 2025 Form 10-K with the financial information in the earnings release and the completion of matters
necessary to permit filing by the extension deadline. Such forward-looking statements are based on assumptions about many important factors
that could cause actual results to differ materially from those in the forward-looking statements, including risks identified in the Company’s
most recent filing on Form 10-K and other filings with the Securities and Exchange Commission. The Company can provide no assurance that
these forward-looking statements will be achieved, and actual results could differ materially from those suggested by such forward-looking
statements. The Company does not undertake to update its forward-looking statements unless otherwise required by the federal securities
laws.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
Exhibit
No. |
|
Description |
| 99.1 |
|
Press Release of Astrana Health, Inc. Regarding its Financial Results for the Quarter and Year Ended December 31, 2025, dated March 2, 2026. |
| 99.2 |
|
Supplemental Data of Astrana Health, Inc., dated March 2, 2026. |
| 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: March 2, 2026 |
By: |
/s/ Brandon K. Sim |
| |
Name: |
Brandon K. Sim |
| |
Title: |
Chief Executive Officer and President |
Exhibit 99.1
Astrana Health, Inc. Reports Fourth Quarter
and Year End 2025 Results
Company to Host Conference Call on Monday, March 2,
2026, at 5:30 a.m. PT/8:30 a.m. ET
| · | Reports total revenue for the year ended of
$3,181.8 million, up 56% year-over-year, and at the higher end of guidance |
| | | |
| · | Reports adjusted EBITDA for the year ended
of $205.4 million and free cash flow(1) of $104.5 million |
ALHAMBRA, Calif., March 2, 2026 /PRNewswire/
-- Astrana Health, Inc. (“Astrana,” and together with its subsidiaries and affiliated entities, the “Company”)
(NASDAQ: ASTH), a leading physician-centric, technology-powered, risk-bearing healthcare management company enabling providers to deliver
accessible, high-quality, and high-value care to all, today announced its consolidated financial results for the fourth quarter and year
ended December 31, 2025.
“Astrana delivered record revenue, adjusted
EBITDA, and free cash flow in 2025, demonstrating the strength and predictability of our fully delegated, payer-agnostic care model and
AI-enabled technology platform in a dynamic operating environment,” said Brandon Sim, President and Chief Executive Officer of Astrana
Health. “Our disciplined approach to risk, strong physician alignment, and technology-enabled clinical infrastructure drove consistent
performance while creating measurable value for patients through improved outcomes, greater access, and lower total cost of care. As we
move through 2026, with Prospect Health integration ahead of schedule, we are confident in our ability to deliver on guidance that reflects
approximately 24% revenue growth and 29% adjusted EBITDA growth at the midpoint.”
Financial Highlights for Year Ended December 31, 2025:
All comparisons are to the year ended December 31,
2024 unless otherwise stated.
| · | Total revenue of $3,181.8 million, up 56% from $2,034.5 million |
| · | Care Partners revenue of $3,022.6 million, up 55% from $1,949.0 million |
| · | Net income attributable to Astrana of $22.5 million |
| · | Earnings per share ("EPS") - diluted of $0.46 |
| · | Adjusted EBITDA(2) of $205.4 million, up 21% from $170.4 million |
| · | Adjusted EPS - diluted(3) of $2.20 |
Financial Highlights for the Fourth Quarter 2025:
All comparisons are to the quarter ended December 31,
2024 unless otherwise stated.
| · | Total revenue of $950.5 million, up 43% from $665.2 million |
| · | Care Partners revenue of $892.5 million up 38% from $647.7 million |
| · | Net income attributable to Astrana of $6.0 million |
| · | Adjusted EBITDA(2) of $52.5 million, up 50% from $35.0 million |
| · | Adjusted EPS - diluted(3) of $0.54 |
| (1) | See reconciliation provided with the condensed consolidated
statements of cash flow and “Use of Non-GAAP Financial Measures” below for additional information. |
| (2) | See “Reconciliation of Net Income (Loss) to Adjusted Net
Income Attributable to Astrana and Adjusted EPS - Diluted” and “Use of Non-GAAP Financial Measures” below for additional
information. |
| (3) | See “Reconciliation of Net Income (Loss) to EBITDA, Adjusted
EBITDA and Adjusted EBITDA Margin” and “Use of Non-GAAP Financial Measures” below for additional information. |
Update on Annual Report Filing
The Company will be filing a Form 12b-25
with the Securities and Exchange Commission to extend the deadline for its Annual Report on Form 10-K for the year ended December 31,
2025 (the “2025 Form 10-K”) due to a material weakness in internal control over financial reporting, which is expected
to relate to, but may not be limited to, the Company’s acquisition and purchase accounting processes. This matter relates to the
timing and documentation of certain control procedures and does not reflect any material misstatement of the Company’s financial
results, nor does it result in any restatements of historical periods. The Company currently expects to file the 2025 Form 10-K within
the fifteen-day extension period provided under Rule 12b-25 of the Securities Exchange Act of 1934, as amended, and is making targeted
investments in our accounting organization to accelerate remediation.
Stock Repurchase Program
The Board of Directors has increased the maximum
aggregate amount of shares of the Company’s common stock that may be purchased under the Company’s existing share repurchase
program from $50 million to $100 million. Repurchases may be made through a variety of methods, which could include open market purchases,
accelerated share repurchase transactions, negotiated block transactions, 10b5-1 plans, other transactions that may be structured through
investment banking institutions or privately negotiated, or a combination of the foregoing. The amount and timing of future repurchases,
if any, may vary depending on management’s assessment of the intrinsic value of the Company’s common stock, the market price
of the Company’s common stock, general market and economic conditions, available liquidity, compliance with the Company’s
debt and other agreements, applicable legal requirements, the level of operating, financing and other investing activities, and other
considerations. The repurchase authorization does not have an expiration date.
The Company is not obligated to purchase any shares
under the repurchase program, and the program may be suspended, modified, or discontinued at any time without prior notice. During the
three months ended December 31, 2025, 633,844 shares were repurchased under the Company’s share repurchase plan. As of December 31,
2025, $35.9 million remained available under the repurchase plan. The Company may determine to continue to make repurchases under the
program following the filing of the Form 10-K for the year ended December 31, 2025.
Segment Results for Year Ended December 31,
2025:
All comparisons are to the year ended December 31,
2024 unless otherwise stated.
| | |
Year Ended December 31, 2025 | |
| (in thousands) | |
Care Partners | | |
Care Delivery | |
Care Enablement | | |
Intersegment Elimination | | |
Corporate Costs | | |
Consolidated Total | |
| Total revenues | |
$ | 3,022,602 | | $ |
250,742 | |
$ | 246,660 | | |
$ | (338,235 | ) | |
$ | — | | |
$ | 3,181,769 | |
| % change vs. prior year | |
| 55 | % | |
83 | % |
| 59 | % | |
| | | |
| | | |
| | |
| Cost of services | |
| 2,615,578 | | |
203,895 | |
| 148,629 | | |
| (127,863 | ) | |
| — | | |
| 2,840,239 | |
| General and administrative | |
| 217,656 | | |
45,004 | |
| 52,130 | | |
| (210,400 | ) | |
| 112,866 | | |
| 217,256 | |
| Depreciation and amortization | |
| 34,401 | | |
3,858 | |
| 6,185 | | |
| — | | |
| 1,305 | | |
| 45,749 | |
| Total expenses | |
| 2,867,635 | | |
252,757 | |
| 206,944 | | |
| (338,263 | ) | |
| 114,171 | | |
| 3,103,244 | |
| | |
| | | |
| |
| | | |
| | | |
| | | |
| | |
| Income (loss) from operations | |
$ | 154,967 | | $ |
(2,015 | ) |
$ | 39,716 | | |
$ | 28 | (1) | |
$ | (114,171 | ) | |
$ | 78,525 | |
| % change vs. prior year | |
| 10 | % | |
* | |
| 117 | % | |
| | | |
| | | |
| | |
(1) Income
from operations for the intersegment elimination represents rental income from segments renting from other segments. Rental income is
presented within other income which is not presented in the table.
* Percentage
change of over 500%
2026 Guidance:
Astrana is providing the following guidance for
total revenue and Adjusted EBITDA for the three months ending March 31, 2026 and the year ending December 31, 2026 based on
the Company’s existing business, current view of existing market conditions, and assumptions.
| |
Three Months Ending March 31, 2026 | | |
Year Ending December 31, 2026 | |
| | |
Guidance Range | | |
Guidance Range | |
| ($ in millions) | |
Low | | |
High | | |
Low | | |
High | |
| Total revenue | |
$ | 900 | | |
$ | 1,000 | | |
$ | 3,800 | | |
$ | 4,100 | |
| Adjusted EBITDA | |
$ | 60 | | |
$ | 70 | | |
$ | 250 | | |
$ | 280 | |
See “Guidance Reconciliation of Net Income
to EBITDA and Adjusted EBITDA” and “Use of Non-GAAP Financial Measures” below for additional information. There can
be no assurance that actual amounts will not be materially higher or lower than these expectations. See “Forward-Looking Statements”
below for additional information.
Conference Call and Webcast Information:
Astrana will host a conference call at 5:30 a.m. PT/8:30
a.m. ET today (Monday, March 2, 2026), during which management will discuss the results of the fourth quarter and year end December 31,
2025. To participate in the conference call, please use the following dial-in numbers about 5 minutes prior to the scheduled conference
call time:
| U.S. & Canada (Toll-Free): |
+1 (877) 858-9810 |
| |
|
| International (Toll): |
+1 (201) 689-8517 |
The conference call can also be accessed
via webcast at: https://event.choruscall.com/mediaframe/webcast.html?webcastid=CAALhYDU
An accompanying
slide presentation will be available in PDF format on the “IR Calendar” page of the Company’s website (https://ir.astranahealth.com/news-events/ir-calendar)
after issuance of the earnings release and will be furnished as an exhibit to Astrana’s current report on Form 8-K to be filed
with the SEC, accessible at www.sec.gov.
Those who are unable to attend the live conference
call may access the recording at the above webcast link, which will be made available shortly after the conclusion of the call.
Note About Consolidated Entities
The Company consolidates entities in which it
has a controlling financial interest. The Company consolidates subsidiaries in which it holds, directly or indirectly, more than 50% of
the voting rights, and variable interest entities (“VIEs”) in which the Company is the primary beneficiary. Noncontrolling
interests represent third party equity ownership interests in the Company’s consolidated entities (including certain VIEs). The
amount of net income attributable to noncontrolling interests is disclosed in the Company’s consolidated statements of income.
About Astrana Health, Inc.
Astrana Health is a physician-centric, AI-powered
healthcare company committed to delivering high-quality, patient-centered care. Built from the physician's perspective, Astrana combines
its scalable care delivery infrastructure, proprietary technology platform, and aligned provider networks to enable proactive, preventive
care at scale - improving patient outcomes, enhancing patient experiences, supporting provider well-being, and driving greater value across
the healthcare system.
Today, Astrana
supports more than 20,000 providers and over 1.6 million patients in value-based care arrangements through its affiliated provider networks,
management services organization, and integrated care delivery clinics spanning primary, specialty, and ancillary care. Together, Astrana
is building the healthcare system we all deserve - one that delivers better care, better experiences, and better outcomes for all. For
more information, visit www.astranahealth.com.
Forward-Looking Statements
This press release contains forward-looking
statements within the meaning of the Private Securities Litigation Reform Act of 1995, such as statements about the Company’s guidance
for the year ending December 31, 2026, ability to meet operational goals, ability to meet expectations in deployment of care coordination
and management capabilities, ability to decrease cost of care while improving quality and outcomes, ability to deliver sustainable revenue
and EBITDA growth as well as long-term value, ability to respond to the changing environment, statements about the Company's liquidity,
and successful completion and implementation of strategic growth plans, acquisition strategy, and merger integration efforts, as well
as statements regarding the Company’s expectations regarding the timing of filing its 2025 Form 10-K, the expected material
weakness in internal control over financial reporting and the Company’s ability to remediate any such material weakness in a timely
manner, the consistency of the financial statements in the 2025 Form 10-K with the financial information in this earnings release
and the completion of matters necessary to permit filing by the extension deadline. Forward-looking statements reflect current views with
respect to future events and financial performance and therefore cannot be guaranteed. Such statements are based on the current expectations
and certain assumptions of the Company’s management, and some or all of such expectations and assumptions may not materialize or
may vary significantly from actual results. Actual results may also vary materially from forward-looking statements due to risks, uncertainties
and other factors, known and unknown, including the risk factors described from time to time in the Company’s reports to the SEC,
including, without limitation the risk factors discussed in the Company’s last Annual Report on Form 10-K and any subsequent
quarterly reports on Form 10-Q filed with the SEC. Any forward-looking statements made by the Company in this release speaks only
as of the date on which it is made. The Company undertakes no obligation to publicly update any forward-looking statement, whether as
a result of new information, future developments or otherwise, except as may be required by any applicable securities laws.
FOR MORE INFORMATION, PLEASE CONTACT:
Investor Relations
Carolyne Sohn
investors@astranahealth.com
ASTRANA HEALTH, INC.
CONSOLIDATED BALANCE SHEETS
(in thousands, except share and per share data)
| | |
December 31,
2025 | | |
December 31,
2024 | |
| Assets | |
| | | |
| | |
| | |
| | | |
| | |
| Current assets | |
| | | |
| | |
| Cash and cash equivalents | |
$ | 429,474 | | |
$ | 288,455 | |
| Receivables, net (including amounts with related parties) | |
| 374,465 | | |
| 275,990 | |
| Income taxes receivable | |
| 1,799 | | |
| 19,316 | |
| Other receivables | |
| 26,385 | | |
| 29,496 | |
| Prepaid expenses and other current assets | |
| 26,264 | | |
| 25,239 | |
| Loans receivable | |
| 4,926 | | |
| — | |
| | |
| | | |
| | |
| Total current assets | |
| 863,313 | | |
| 638,496 | |
| | |
| | | |
| | |
| Non-current assets | |
| | | |
| | |
| Property and equipment, net | |
| 58,693 | | |
| 14,274 | |
| Intangible assets, net | |
| 270,968 | | |
| 118,179 | |
| Goodwill | |
| 863,944 | | |
| 419,253 | |
| Income taxes receivable, non-current | |
| 26,220 | | |
| 15,943 | |
| Loans receivable, non-current | |
| 48,724 | | |
| 51,266 | |
| Investments in other entities – equity method | |
| 25,637 | | |
| 39,319 | |
| Investments in privately held entities | |
| 2,896 | | |
| 8,896 | |
| Operating lease right-of-use assets | |
| 35,738 | | |
| 32,601 | |
| Other assets | |
| 22,528 | | |
| 16,667 | |
| | |
| | | |
| | |
| Total non-current assets | |
| 1,355,348 | | |
| 716,398 | |
| | |
| | | |
| | |
| Total assets (1) | |
$ | 2,218,661 | | |
$ | 1,354,894 | |
| | |
| | | |
| | |
| Liabilities, Mezzanine Deficit, and Stockholders’ Equity | |
| | | |
| | |
| | |
| | | |
| | |
| Current liabilities | |
| | | |
| | |
| Accounts payable and accrued expenses | |
$ | 195,912 | | |
$ | 106,142 | |
| Fiduciary accounts payable | |
| 3,524 | | |
| 8,223 | |
| Medical liabilities | |
| 335,705 | | |
| 209,039 | |
| Operating lease liabilities | |
| 7,809 | | |
| 5,350 | |
| Current portion of long-term debt | |
| 47,865 | | |
| 9,375 | |
| Other liabilities | |
| 24,458 | | |
| 27,479 | |
| | |
| | | |
| | |
| Total current liabilities | |
| 615,273 | | |
| 365,608 | |
| | |
| | | |
| | |
| Non-current liabilities | |
| | | |
| | |
| Deferred tax liability | |
| 5,491 | | |
| 4,555 | |
| Operating lease liabilities, net of current portion | |
| 31,552 | | |
| 30,654 | |
| Long-term debt, net of current portion and deferred financing costs | |
| 990,904 | | |
| 425,299 | |
| Other long-term liabilities | |
| 17,107 | | |
| 14,610 | |
| | |
| | | |
| | |
| Total non-current liabilities | |
| 1,045,054 | | |
| 475,118 | |
| | |
| | | |
| | |
| Total liabilities (1) | |
$ | 1,660,327 | | |
$ | 840,726 | |
| | |
| | | |
| | |
| Mezzanine deficit | |
| | | |
| | |
| Non-controlling
interest in Allied Physicians of California, a Professional Medical Corporation (“APC”) | |
| (234,962 | ) | |
| (202,558 | ) |
| | |
| | | |
| | |
| Stockholders’ equity | |
| | | |
| | |
| Preferred stock, $0.001 par value per share; 5,000,000 shares authorized, and zero shares issued and outstanding as of December 31, 2025 and December 31, 2024 | |
| — | | |
| — | |
| Common stock, $0.001 par value per share; 100,000,000 shares authorized, 48,885,358 and 47,929,872 shares issued and outstanding, excluding 10,571,011 and 10,603,849 treasury shares, as of December 31, 2025 and December 31, 2024, respectively | |
| 49 | | |
| 48 | |
| Additional paid-in capital | |
| 470,863 | | |
| 426,389 | |
| Retained earnings | |
| 308,379 | | |
| 286,283 | |
| Total stockholders’ equity | |
| 779,291 | | |
| 712,720 | |
| | |
| | | |
| | |
| Non-controlling interest | |
| 14,005 | | |
| 4,006 | |
| | |
| | | |
| | |
| Total equity | |
| 793,296 | | |
| 716,726 | |
| | |
| | | |
| | |
| Total liabilities, mezzanine deficit, and stockholders’ equity | |
$ | 2,218,661 | | |
$ | 1,354,894 | |
| (1) | The Company’s consolidated balance sheets include the assets and liabilities of its consolidated
VIEs. The consolidated balance sheets include total assets that can be used only to settle obligations of the Company’s consolidated
VIEs totaling $1,276.5 million and $712.3 million as of December 31, 2025 and December 31, 2024, respectively, and total liabilities
of the Company’s consolidated VIEs for which creditors do not have recourse to the general credit of the primary beneficiary of
$376.0 million and $207.9 million as of December 31, 2025 and December 31, 2024, respectively. These VIE balances do not include
$152.2 million of investment in affiliates and $58.3 million of amounts due from affiliates as of December 31, 2025, and $224.9 million
of investment in affiliates and $48.1 million of amounts due to affiliates as of December 31, 2024, as these are eliminated upon
consolidation and not presented within the consolidated balance sheets. |
ASTRANA HEALTH, INC.
CONSOLIDATED STATEMENTS OF INCOME
(in thousands, except share and per share data)
| | |
Three Months Ended December 31, | | |
Years Ended December 31, | |
| | |
2025 | | |
2024 | | |
2025 | | |
2024 | |
| Revenue | |
| | | |
| | | |
| | | |
| | |
| Capitation, net | |
$ | 862,814 | | |
$ | 616,900 | | |
$ | 2,924,265 | | |
$ | 1,856,785 | |
| Risk pool settlements and incentives | |
| 25,508 | | |
| 28,660 | | |
| 86,199 | | |
| 86,224 | |
| Management fee income | |
| 10,290 | | |
| 5,550 | | |
| 30,394 | | |
| 13,979 | |
| Fee-for-service, net | |
| 39,787 | | |
| 7,743 | | |
| 112,635 | | |
| 62,331 | |
| Other revenue | |
| 12,127 | | |
| 6,356 | | |
| 28,276 | | |
| 15,221 | |
| | |
| | | |
| | | |
| | | |
| | |
| Total revenue | |
| 950,526 | | |
| 665,209 | | |
| 3,181,769 | | |
| 2,034,540 | |
| | |
| | | |
| | | |
| | | |
| | |
| Operating expenses | |
| | | |
| | | |
| | | |
| | |
| Cost of services, excluding depreciation and amortization | |
| 855,483 | | |
| 614,730 | | |
| 2,840,239 | | |
| 1,763,152 | |
| General and administrative expenses | |
| 60,247 | | |
| 41,633 | | |
| 217,256 | | |
| 154,111 | |
| Depreciation and amortization | |
| 16,401 | | |
| 8,126 | | |
| 45,749 | | |
| 27,927 | |
| | |
| | | |
| | | |
| | | |
| | |
| Total expenses | |
| 932,131 | | |
| 664,489 | | |
| 3,103,244 | | |
| 1,945,190 | |
| | |
| | | |
| | | |
| | | |
| | |
| Income from operations | |
| 18,395 | | |
| 720 | | |
| 78,525 | | |
| 89,350 | |
| | |
| | | |
| | | |
| | | |
| | |
| Other expense | |
| | | |
| | | |
| | | |
| | |
| Income from equity method investments | |
| 1,176 | | |
| 1,564 | | |
| 1,708 | | |
| 4,451 | |
| Interest expense | |
| (17,520 | ) | |
| (8,069 | ) | |
| (49,928 | ) | |
| (33,097 | ) |
| Interest income | |
| 3,987 | | |
| 3,221 | | |
| 12,157 | | |
| 14,508 | |
| Unrealized gain (loss) on investments | |
| 769 | | |
| 316 | | |
| (68 | ) | |
| 731 | |
| Other income (loss) | |
| 699 | | |
| 353 | | |
| (2,788 | ) | |
| 4,875 | |
| | |
| | | |
| | | |
| | | |
| | |
| Total other expense, net | |
| (10,889 | ) | |
| (2,615 | ) | |
| (38,919 | ) | |
| (8,532 | ) |
| | |
| | | |
| | | |
| | | |
| | |
| Income (loss) before provision for income taxes | |
| 7,506 | | |
| (1,895 | ) | |
| 39,606 | | |
| 80,818 | |
| | |
| | | |
| | | |
| | | |
| | |
| Provision for income taxes | |
| 944 | | |
| 5,882 | | |
| 15,530 | | |
| 30,886 | |
| | |
| | | |
| | | |
| | | |
| | |
| Net income (loss) | |
| 6,562 | | |
| (7,777 | ) | |
| 24,076 | | |
| 49,932 | |
| | |
| | | |
| | | |
| | | |
| | |
| Net income (loss) attributable to noncontrolling interests | |
| 563 | | |
| (826 | ) | |
| 1,589 | | |
| 6,783 | |
| | |
| | | |
| | | |
| | | |
| | |
| Net income (loss) attributable to Astrana Health, Inc. | |
$ | 5,999 | | |
$ | (6,951 | ) | |
$ | 22,487 | | |
$ | 43,149 | |
| | |
| | | |
| | | |
| | | |
| | |
| Earnings (loss) per share – basic | |
$ | 0.12 | | |
$ | (0.15 | ) | |
$ | 0.46 | | |
$ | 0.91 | |
| | |
| | | |
| | | |
| | | |
| | |
| Earnings (loss) per share – diluted | |
$ | 0.12 | | |
$ | (0.15 | ) | |
$ | 0.46 | | |
$ | 0.90 | |
| | |
| | | |
| | | |
| | | |
| | |
| Weighted average shares of common stock outstanding – basic | |
| 49,230,904 | | |
| 47,823,360 | | |
| 49,075,727 | | |
| 47,597,295 | |
| | |
| | | |
| | | |
| | | |
| | |
| Weighted average shares of common stock outstanding – diluted | |
| 49,527,521 | | |
| 47,823,360 | | |
| 49,369,685 | | |
| 47,974,334 | |
ASTRANA HEALTH, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)
| | |
Years ended December 31, | |
| | |
2025 | | |
2024 | |
| Cash flows from operating activities | |
| | | |
| | |
| Net income | |
$ | 24,076 | | |
$ | 49,932 | |
| Adjustments to reconcile net income to net cash provided by operating activities: | |
| | | |
| | |
| Depreciation and amortization | |
| 45,749 | | |
| 27,927 | |
| Amortization of debt issuance cost | |
| 4,050 | | |
| 1,828 | |
| Share-based compensation | |
| 38,601 | | |
| 34,536 | |
| Non-cash lease expense | |
| 6,647 | | |
| 5,278 | |
| Deferred tax | |
| (4,287 | ) | |
| (4,249 | ) |
| Change in fair value of contingent consideration liabilities | |
| 5,166 | | |
| 3,526 | |
| Other | |
| (2,307 | ) | |
| (2,967 | ) |
| Changes in operating assets and liabilities, net of business combinations | |
| (3,098 | ) | |
| (63,613 | ) |
| Net cash provided by operating activities | |
| 114,597 | | |
| 52,198 | |
| | |
| | | |
| | |
| Cash flows from investing activities | |
| | | |
| | |
| Payments for business and asset acquisition, net of cash acquired | |
| (548,604 | ) | |
| (146,260 | ) |
| Purchases of investments – equity method | |
| — | | |
| (5,968 | ) |
| Purchase of call option issued in conjunction with equity method investment | |
| — | | |
| (3,907 | ) |
| Issuance of loans receivable | |
| (1,708 | ) | |
| (26,000 | ) |
| Purchases of property and equipment | |
| (10,106 | ) | |
| (8,031 | ) |
| Proceeds from sale of equity method investment | |
| 15,100 | | |
| — | |
| Other | |
| 6,319 | | |
| (2,229 | ) |
| Net cash used in investing activities | |
| (538,999 | ) | |
| (192,395 | ) |
| | |
| | | |
| | |
| Cash flows from financing activities | |
| | | |
| | |
| Dividends paid | |
| (7,885 | ) | |
| (4,036 | ) |
| Repayments on debt | |
| (495,289 | ) | |
| (18,500 | ) |
| Borrowings on debt | |
| 1,119,300 | | |
| 171,875 | |
| Taxes paid from net share settlement of restricted stock | |
| (6,169 | ) | |
| (4,662 | ) |
| Repurchase of treasury shares | |
| (15,429 | ) | |
| (937 | ) |
| Deferred financing cost | |
| (19,205 | ) | |
| — | |
| Payment of financing obligation | |
| — | | |
| (8,542 | ) |
| Payment of contingent consideration liabilities | |
| (8,284 | ) | |
| (518 | ) |
| Other | |
| 2,307 | | |
| 466 | |
| Net cash provided by financing activities | |
| 569,346 | | |
| 135,146 | |
| | |
| | | |
| | |
| Net increase (decrease) in cash, cash equivalents, and restricted cash | |
| 144,944 | | |
| (5,051 | ) |
| | |
| | | |
| | |
| Cash, cash equivalents, and restricted cash, beginning of year | |
| 289,101 | | |
| 294,152 | |
| | |
| | | |
| | |
| Cash, cash equivalents, and restricted cash, end of year | |
$ | 434,045 | | |
$ | 289,101 | |
| | |
| | | |
| | |
| Supplemental disclosures of cash flow information | |
| | | |
| | |
| Cash paid for income taxes | |
| | (1) | |
$ | 43,936 | |
| Cash paid for interest | |
$ | 45,767 | | |
$ | 30,419 | |
| | |
| | | |
| | |
| Supplemental disclosures of non-cash investing and financing activities | |
| | | |
| | |
| Right-of-use assets obtained in exchange for operating lease liabilities | |
$ | 11,875 | | |
$ | 14,117 | |
| Common stock issued in business combination | |
$ | — | | |
$ | 21,952 | |
| Common stock issued for contingent consideration payment | |
$ | 2,600 | | |
$ | 4,023 | |
| Acquisition of business through loan conversion | |
$ | — | | |
$ | 5,175 | |
| Draw on letter of credit through Revolver Loan | |
$ | — | | |
$ | 4,732 | |
| Elimination of note payable upon consolidation | |
$ | 9,488 | | |
$ | — | |
| Reclass of investment – Third Way Health | |
$ | 6,000 | | |
$ | — | |
| Repurchase of treasury shares outstanding payable | |
$ | 922 | | |
$ | — | |
| Dividend paid in form of stock | |
$ | 21,935 | | |
$ | — | |
| (1) | Following the adoption of ASC 2023-09 “Income Taxes (Topics 740): Improvements to Income Tax Disclosures”,
cash paid for income taxes is presented net of tax refunds, for the year ended December 31, 2025 and prospectively, under Item 8
of the Company's Annual Report on Form 10-K. |
The following table provides a reconciliation
of cash, cash equivalents and restricted cash reported within the consolidated balance sheets that sum to the total amounts of cash, cash
equivalents, and restricted cash shown in the condensed consolidated statements of cash flows (in thousands):
| | |
December 31, | |
| | |
2025 | | |
2024 | |
| Cash and cash equivalents | |
$ | 429,474 | | |
$ | 288,455 | |
| Restricted cash (1) | |
| 4,571 | | |
| 646 | |
| Total cash, cash equivalents and restricted cash shown in the statement of cash flows | |
$ | 434,045 | | |
$ | 289,101 | |
| (1) | Restricted cash is included in other assets on the consolidated balance sheets. |
The following table provides a reconciliation
of net cash provided by operating activities to free cash flow for the years ended December 31, 2025 and 2024 (in thousands):
| Reconciliation of Net Cash Provided by Operating Activities to Free Cash Flow | |
December 31, | |
| | |
2025 | | |
2024 | |
| Net cash provided by operating activities | |
$ | 114,597 | | |
$ | 52,198 | |
| Cash used in purchases of property and equipment | |
| (10,106 | ) | |
| (8,031 | ) |
| Free cash flow | |
$ | 104,491 | | |
$ | 44,167 | |
Reconciliation of Net Income (Loss) to EBITDA,
Adjusted EBITDA and Adjusted EBITDA Margin
Set forth below are reconciliations of net income
(loss) to EBITDA and Adjusted EBITDA as well as the reconciliation to Adjusted EBITDA margin for the three months and years ended December 31,
2025 and 2024. The Company defines Adjusted EBITDA margin as Adjusted EBITDA over total revenue.
| | |
Three Months Ended December 31, | | |
Years Ended December 31, | |
| (in thousands) | |
2025 | | |
2024 | | |
2025 | | |
2024 | |
| Net income (loss) | |
$ | 6,562 | | |
$ | (7,777 | ) | |
$ | 24,076 | | |
$ | 49,932 | |
| Interest expense | |
| 17,520 | | |
| 8,069 | | |
| 49,928 | | |
| 33,097 | |
| Interest income | |
| (3,987 | ) | |
| (3,221 | ) | |
| (12,157 | ) | |
| (14,508 | ) |
| Provision for income taxes | |
| 944 | | |
| 5,882 | | |
| 15,530 | | |
| 30,886 | |
| Depreciation and amortization | |
| 16,401 | | |
| 8,126 | | |
| 45,749 | | |
| 27,927 | |
| EBITDA | |
| 37,440 | | |
| 11,079 | | |
| 123,126 | | |
| 127,334 | |
| | |
| | | |
| | | |
| | | |
| | |
| Income from equity method investments | |
| (1,176 | ) | |
| (1,564 | ) | |
| (1,708 | ) | |
| (4,451 | ) |
| Other, net | |
| 4,808 | (1) | |
| 10,288 | (2) | |
| 45,405 | (3) | |
| 12,951 | (4) |
| Stock-based compensation | |
| 11,382 | | |
| 15,235 | | |
| 38,601 | | |
| 34,536 | |
| Adjusted EBITDA | |
$ | 52,454 | | |
$ | 35,038 | | |
$ | 205,424 | | |
$ | 170,370 | |
| | |
| | | |
| | | |
| | | |
| | |
| Total revenue | |
$ | 950,526 | | |
$ | 665,209 | | |
$ | 3,181,769 | | |
$ | 2,034,540 | |
| | |
| | | |
| | | |
| | | |
| | |
| Adjusted EBITDA margin | |
| 6 | % | |
| 5 | % | |
| 6 | % | |
| 8 | % |
| (1) | Other, net, for the three months ended December 31, 2025 relates to $2.3 million for transaction
and integration costs primarily for the acquisition of Prospect, certain costs and final settlement for some of our acquisitions, and
severance fees incurred, partially offset by employer retention tax credits related to COVID-19 relief. |
| (2) | Other, net for the three months ended December 31, 2024 relates to transaction costs incurred for
our investments, to anticipated recoveries from one time losses relating to third party payer payments associated with the Collaborative
Health Systems, LLC ("CHS") transaction, and non-cash change in the fair value of our call option. |
| (3) | Other, net, for the year ended December 31, 2025, relates to $13.0 million for a legal matter with
a provider associated with CFC HP, $25.9 million for transaction and integration costs primarily for the acquisition of Prospect, debt
issuance costs incurred in connection with our Second Amended and Restated Credit Facility, certain costs and final settlement for some
of our acquisitions, and severance fees incurred, partially offset by employer retention tax credits related to COVID-19 relief. |
| (4) | Other, net for the year ended December 31, 2024 relates to transaction costs incurred for our investments
and tax restructuring fees, anticipated recoveries from one-time losses relating to third party payor payments associated with the CHS
transaction, a financial guarantee via a letter of credit that we provided in support of two local provider-led ACOs, non-cash gain on
debt extinguishment related to one of our promissory note payables, non-cash realized loss from the sale of one of our marketable equity
securities, non-cash changes related to change in the fair value of our call option, non-cash change in the fair value of our financing
obligation to purchase the remaining equity interests in one our investments, non-cash changes in the fair value of our contingent liabilities,
non-cash changes in the fair value of the Company's Collar Agreement, and reimbursement from a related party of the Company for taxes
associated with the Excluded Assets spin-off |
Reconciliation of Net Income (Loss) to Adjusted
Net Income Attributable to Astrana and Adjusted EPS - Diluted
Set forth below are reconciliations of net income
(loss) to adjusted net income attributable to Astrana as well as the reconciliation to adjusted EPS - diluted for the three months and
years ended December 31, 2025 and 2024.
| | |
Three Months Ended December 31, | | |
Years Ended December 31, | |
| (in thousands, except for share and per share data) | |
2025 | | |
2024 | | |
2025 | | |
2024 | |
| Net income (loss) | |
$ | 6,562 | | |
$ | (7,777 | ) | |
$ | 24,076 | | |
$ | 49,932 | |
| Income from equity method investments | |
| (1,176 | ) | |
| (1,564 | ) | |
| (1,708 | ) | |
| (4,451 | ) |
| Other, net (1) | |
| 4,808 | | |
| 10,288 | | |
| 45,405 | | |
| 12,951 | |
| Stock-based compensation | |
| 11,382 | | |
| 15,235 | | |
| 38,601 | | |
| 34,536 | |
| Amortization of intangibles | |
| 14,128 | | |
| 7,567 | | |
| 40,747 | | |
| 25,608 | |
| Tax adjustments | |
| (5,485 | )(2) | |
| (5,411 | )(3) | |
| (25,337 | )(2) | |
| (13,902 | )(3) |
| Adjusted non-controlling interest | |
| (3,300 | )(4) | |
| (2,186 | )(5) | |
| (13,203 | )(4) | |
| (11,629 | )(5) |
| Adjusted net income attributable to Astrana Health, Inc. | |
$ | 26,919 | | |
$ | 16,152 | | |
$ | 108,581 | | |
$ | 93,045 | |
| | |
| | | |
| | | |
| | | |
| | |
| Weighted average shares of common stock outstanding – diluted | |
| 49,527,521 | | |
| 47,823,360 | | |
| 49,369,685 | | |
| 47,974,334 | |
| | |
| | | |
| | | |
| | | |
| | |
| Adjusted earnings per share - diluted | |
$ | 0.54 | | |
$ | 0.34 | | |
$ | 2.20 | | |
$ | 1.94 | |
| (1) | The components of other, net, as set forth in the table above, are described in the footnotes to the table
under “Reconciliation of Net Income (Loss) to EBITDA, Adjusted EBITDA and Adjusted EBITDA Margin”. Please see the footnotes
for additional information. |
| (2) | Tax adjustments for the three months and year ended December 31, 2025, includes the tax effect for,
at a 27.1% statutory blended tax rate, the adjustments made to net income of $7.9 million and $33.3 million, respectively, partially offset
by 162(m) impact of $2.4 million and $7.5 million, respectively. |
| (3) | Tax adjustments for the three months and year ended December 31, 2024, includes the tax effect for,
at a 28.0% statutory blended tax rate, the adjustments made to net (loss) income of $8.8 million and $19.2 million, respectively, partially
offset by 162(m) impact of $3.4 million and $5.3 million, respectively. |
| (4) | Includes net income attributable to non-controlling interests ("NCI") of $0.6 million and $1.6
million, respectively, and adjustments attributable to NCI of $2.7 million and $11.6 million, respectively, for the three months and year
ended December 31, 2025. |
| (5) | Includes net loss and income, respectively, attributable to NCI of $0.8 million and $6.8 million, respectively,
and adjustments attributable to NCI of $3.0 million and $4.8 million, respectively, for the three months and year ended December 31,
2024. |
Guidance Reconciliation of Net Income to
EBITDA and Adjusted EBITDA
| | |
Year Ending December 31, 2026 | |
| | |
Guidance Range | |
| (in thousands) | |
Low | | |
High | |
| Net income | |
$ | 54,000 | | |
$ | 74,000 | |
| Interest expense | |
| 51,000 | | |
| 55,000 | |
| Provision for income taxes | |
| 38,000 | | |
| 44,000 | |
| Depreciation and amortization | |
| 65,000 | | |
| 65,000 | |
| EBITDA | |
| 208,000 | | |
| 238,000 | |
| | |
| | | |
| | |
| Income from equity method investments | |
| (4,000 | ) | |
| (4,000 | ) |
| Other, net | |
| 7,000 | | |
| 7,000 | |
| Stock-based compensation | |
| 39,000 | | |
| 39,000 | |
| Adjusted EBITDA | |
$ | 250,000 | | |
$ | 280,000 | |
The Company has not provided a quantitative reconciliation
of EBITDA and Adjusted EBITDA for the three months ending March 31, 2026 to the most comparable GAAP measure on a forward-looking
basis within this press release because the Company is unable, without unreasonable efforts, to provide reconciling information with respect
to certain line items that cannot be calculated for the three month period. These items, which could materially affect the computation
of forward-looking GAAP net income, are inherently uncertain and depend on various factors, some of which are outside of the Company's
control.
Use of Non-GAAP Financial Measures
This press release contains the non-GAAP financial
measures EBITDA, Adjusted EBITDA, adjusted net income attributable to Astrana, and adjusted EPS - diluted, of which the most directly
comparable financial measure presented in accordance with U.S. generally accepted accounting principles (“GAAP”) is net income
(loss). This press release also contains the non-GAAP financial measure free cash flow, of which the most directly comparable financial
measure presented in accordance with U.S. generally accepted accounting principles (“GAAP”) is net cash provided by operating
activities. These measures are not in accordance with, or alternatives to GAAP, and may be calculated differently from similar non-GAAP
financial measures used by other companies. The Company uses Adjusted EBITDA, Adjusted EPS – diluted, and free cash flow as supplemental
performance measures of our operations, for financial and operational decision-making, and as supplemental means of evaluating period-to-period
comparisons on a consistent basis. Adjusted EBITDA is calculated as earnings before interest expense, interest income, income taxes, depreciation,
and amortization, excluding income or loss from equity method investments, non-recurring and non-cash transactions, and stock-based compensation.
The Company defines Adjusted EBITDA margin as Adjusted EBITDA over total revenue. Adjusted net income attributable to Astrana is calculated
as net income (loss), excluding income or loss from equity method investments, non-recurring and non-cash transactions, stock-based compensation,
amortization of intangibles, certain tax adjustments, and amounts related to non-controlling interest. The Company defines adjusted EPS
- diluted as adjusted net income attributable to Astrana over weighted average shares of common stock outstanding - diluted. The Company
defines free cash flow as net cash provided by operating activities and cash used in purchases of property and equipment.
The Company believes the presentation of these
non-GAAP financial measures provides investors with relevant and useful information, as it allows investors to evaluate the operating
performance of the business activities without having to account for differences recognized because of non-core or non-recurring financial
information. When GAAP financial measures are viewed in conjunction with non-GAAP financial measures, investors are provided with a more
meaningful understanding of the Company’s ongoing operating performance. In addition, these non-GAAP financial measures are among
those indicators the Company uses as a basis for evaluating operational performance, allocating resources, and planning and forecasting
future periods. Non-GAAP financial measures are not intended to be considered in isolation, or as a substitute for, GAAP financial measures.
Other companies may calculate EBITDA, Adjusted EBITDA, adjusted net income attributable to Astrana, adjusted EPS – diluted, and
free cash flow differently, limiting the usefulness of these measures for comparative purposes. To the extent this release contains historical
or future non-GAAP financial measures, the Company has provided corresponding GAAP financial measures for comparative purposes. The reconciliation
between certain GAAP and non-GAAP measures is provided above.
Exhibit 99.2

March 2026 Fourth Quarter & Full Year 2025 Earnings Supplement

2 Forward Looking Statements This presentation contains forward - looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 , Section 27A of the Securities Act and Section 21E of the Exchange Act. Forward - looking statements include any statements about the Company's business, financial condition, operating results, plans, objectives, expectations and intentions, expansion plans, est imates of our total addressable market, our ability to successfully complete and realize the benefits of anticipated acquisit ion s, integration of acquired companies and any projections of earnings, revenue, EBITDA, Adjusted EBITDA, adjusted EPS - diluted or o ther financial items, such as the Company's projected capitation and future liquidity, as well as statements regarding the Co mpa ny’s expectations regarding the timing of filing its Form 10 - K for the year ended December 31, 2025 (“2025 Form 10 - K”), the expected material weakness in internal control over financial reporting and the Company’s ability to remediate any such material weakn ess in a timely manner, the consistency of the financial statements in the 2025 Form 10 - K with the financial information in the earning s release and this presentation and the completion of matters necessary to permit filing by the extension deadline, and may b e identified by the use of forward - looking terms such as “anticipate,” “could,” “can,” “may,” “might,” “potential,” “predict,” “sh ould,” “estimate,” “expect,” “project,” “believe,” “plan,” “envision,” “intend,” “continue,” “target,” “seek,” “will,” “would ,” and the negative of such terms, other variations on such terms or other similar or comparable words, phrases or terminology. Forward - loo king statements reflect current views with respect to future events and financial performance and therefore cannot be guarant eed . Such statements are based on the current expectations and certain assumptions of the Company’s management, and some or all of su ch expectations and assumptions may not materialize or may vary significantly from actual results. Actual results may also va ry materially from forward - looking statements due to risks, uncertainties and other factors, known and unknown, including the risk factors described from time to time in the Company’s reports to the U.S. Securities and Exchange Commission (the “SEC”), incl udi ng without limitation the risk factors discussed in the Company’s last Annual Report on Form 10 - K and subsequent quarterly reports on Form 10 - Q filed with the SEC. Because the factors referred to above could cause actual results or outcomes to differ materially from those expressed or imp lie d in any forward - looking statements, you should not place undue reliance on any such forward - looking statements. Any forward - looking statements speak only as of the date of this presentation and, unless legally required, the Company does not undertak e a ny obligation to update any forward - looking statement, as a result of new information, future events or otherwise. This presentation may contain statistics and other data that in some cases has been obtained from or compiled from informatio n m ade available by third - party service providers. The Company makes no representation or warranty, express or implied, with respec t to the accuracy, reasonableness or completeness of such information. Use of Non - GAAP Financial Measures This presentation contains the non - GAAP financial measures EBITDA, Adjusted EBITDA, adjusted net income attributable to Astrana, and adjusted EPS – diluted of which the most directly comparable financial measure presented in accordance with U.S. generally accepted accounting principles (“GAAP”) is net income (loss). These measures are not in accordance with, or alternatives to, GAA P, and may be calculated differently from similar non - GAAP financial measures used by other companies. The Company uses Adjusted EBITDA and adjusted EPS - diluted as supplemental performance measures of our operations, for financial and operational decision - making, and as supplemental means of evaluating period - to - period comparisons on a consistent basis. Adjusted EBITDA is calculated as earnings before interest expense, interest income, income taxes, depreciation, and amortization, excluding inco me or loss from equity method investments, non - recurring and non - cash transactions, stock - based compensation, and, for periods on o r prior to December 31, 2023, APC excluded assets costs. Beginning in the third quarter ended September 30, 2022, the Company has revised the calculation for Adjusted EBITDA to exclude provider bonus payments and losses from recently acquired IPAs, which it believes to be more reflective of its business. The Company defines Adjusted EBITDA margin as Adjusted EBITDA over total reve nue . Adjusted net income attributable to Astrana is calculated as net income (loss), excluding income or loss from equity method investments, non - recurring and non - cash transactions, stock - based compensation, amortization of intangibles, certain tax adjustm ents, and amounts related to non - controlling interest. The Company defines adjusted EPS - diluted as adjusted net income attributable to Astrana over weighted average shares of common stock outstanding - diluted. The Company believes the presentation of these non - GAAP financial measures provides investors with relevant and useful informati on, as it allows investors to evaluate the operating performance of the business activities without having to account for differences recognized because of non - core or non - recurring financial information. When GAAP financial measures are viewed in co njunction with non - GAAP financial measures, investors are provided with a more meaningful understanding of the Company’s ongoing operating performance. In addition, these non - GAAP financial measures are among those indicators the Company uses as a b asis for evaluating operational performance, allocating resources, and planning and forecasting future periods. Non - GAAP financial measures are not intended to be considered in isolation, or as a substitute for, GAAP financial measures. Other com pan ies may calculate EBITDA, Adjusted EBITDA, adjusted net income attributable to Astrana, and adjusted EPS - diluted differently, limiting the usefulness of these measures for comparative purposes. To the extent this Presentation contains historical or fu tur e non - GAAP financial measures, the Company has provided corresponding GAAP financial measures for comparative purposes. The reconciliation between certain GAAP and non - GAAP measures is provided in the Appendix. The Company has not provided a quantitative reconciliation of applicable non - GAAP measures, such as the projected adjusted EBITD A to the most comparable GAAP measure, such as net income, on a forward - looking basis within this presentation because the Company is unable, without unreasonable efforts, to provide reconciling information with respect to certain line items that c ann ot be calculated. These items, which could materially affect the computation of forward - looking GAAP net income, are inherently uncertain and depend on various factors, some of which are outside of the Company’s control.AS1 AS2

3 $170.4 $205.4 2024 2025 $35.0 $52.5 Q4 2024 Q4 2025 $2,034.5 $3,181.8 2024 2025 $665.2 $950.5 Q4 2024 Q4 2025 Q4 2025 Financial Results $950.5 Revenue $6.0 Net Income attr . to ASTH $52.5 Adjusted EBITDA 1 $0.54 Adjusted EPS – Diluted 2 1. See “Reconciliation of Net Income (Loss) to EBITDA and Adjusted EBITDA” and “Use of Non - GAAP Financial Measures” slides for mo re information. 2. See “Reconciliation of Net Income (Loss) to Adjusted Net Income Attributable to Astrana and Adjusted EPS – Diluted” and “Use of Non - GAAP Financial Measures” slides for more information. Revenue Adjusted EBITDA 43 % 50% Adjusted EBITDA – FY 21 % Revenue – FY 56 % Fourth Quarter & FY 2025 Performance Highlights ($ in millions, except for per share information)AS12

4 Q4 202 5 Financial Results ($ in millions) FY 2026 Guidance Range 1 Actual FY 2025 Results $3,800 - $4,100 $3,181.8 Total Revenue $250 - $280 $205.4 Adjusted EBITDA 1 FY2026 Guidance $950.5 Revenue $52.5 Adjusted EBITDA 1 1. See “Reconciliation of Net Income (Loss) to EBITDA and Adjusted EBITDA,” “Guidance Reconciliation of Net Income to EBITDA and Ad justed EBITDA” and “Use of Non - GAAP Financial Measures” slides for more information. There can be no assurance that actual amounts will not be materially higher or lower than these expectations. See “Forward - Looki ng Statements” on slide 2. AS1 KP2

5 Growth Sustainably growing membership to bring better care to more Americans Closed acquisition of Prospect; Astrana is now serving 1.6 million patients in value - based arrangements Approximately 1.3 million m embers in our Care Partners segment Growth FY 2025 Highlights and Recent Updates Operating Leverage Driving operating leverage across our business through our Care Enablement suite On track to achieve high end of $12 - 15M range in synergies from the Prospect transaction Continued development and deployment of proprietary AI - enabled tools across clinical workflows and administrative processes; already yielding 75 bps G&A and 110 bps adjusted G&A decrease year over year Risk Progression Increasing alignment through total cost of care responsibility in value - based arrangements On track to receive 80% of revenue from fully capitated arrangements by the end of Q1 2026 Continued shift toward full - risk contracts with focus on sustainable, long - term economics Outcomes and Cost Achieving superior patient outcomes while managing cost Medical cost trends across both Prospect and legacy Astrana remained firmly within expectations for the year Strong engagement in Annual Wellness Visits, supporting earlier intervention and improved care coordination

6 Projected Full - risk P artial - risk Members by Risk Arrangement 2 35% 47% 73% 76% 80% 100% 65% 53% 27% 24% 20% 2021 2022 2023 2024 2025 Q1 2026 32% 36% 68% 64% 2025 Q1 2026 Capitated Revenue by Risk Arrangement 1 Our partial - risk membership presents an embedded opportunity for increased platform value and risk alignment. We succeed in these contracts by continuing to drive positive patient outcomes. 1. Revenue by risk arrangement represents capitation revenue only. 2. Members by risk arrangement represent Care Partners membership only. 3. 2026 E based on April 2026 forecast. Prudently transitioning to full - risk contracts to better align incentives around patient outcomes and improve unit economicsAS1

7 91% 3% 1% 4% Capitation, net Risk Pool Settlements & Incentives Management Fee Income Fee-for-service, net Other Income Revenue by Type 1 57% 27% 10% 6% Medicare Medicaid Commercial Other Third Parties Revenue By Payer Type 1 76% 24% Full-risk Partial-risk Revenue by Risk Arrangement 1,2 34% 66% Full-risk Partial-risk Members by Risk Arrangement 3 Our Value - Based Care Business is Diverse 1% 1. Revenue for the quarter ended December 31, 2025. 2. Revenue by risk arrangement represents capitation revenue only. 3. Members by risk arrangement represent Care Partners membership only as of December 31, 2025. AS1 AS2 KP3

8 Revenue ($ in millions) Adj. EBITDA ($ in millions) $561 $687 $774 $1,144 $1,387 $2,035 $3,182 2019 2020 2021 2022 2023 ~32 % CAGR 2024 $54.2 $102.8 $133.5 $140.0 $146.6 $170.4 $205.4 2019 2020 2021 2022 2023 2024 ~25 % CAGR 2025 $3,800 - $4,100 $250 - $280 2026E 2026E 2025 Astrana grows profitably across all market conditions Note: For more information, see “Reconciliation of Net Income (Loss) to EBITDA and Adjusted EBITDA”, “Guidance Reconciliation of Net Income to EBITDA and Adjusted EBITDA”, and “Use of Non - GAAP Financial Measures“ slides for more information.AS1

9 Year over Year Segment Revenue Revenue $ in millions Q4 2024 Q1 2025 Q2 2025 Q3 2025 Q4 2025 Care Partners High - performing network of aligned providers $647.7 $631.4 $897.7 Care Delivery High - quality system of employed providers $36.4 $33.4 $38.4 $86.9 Care Enablement Full - stack tech, clinical, and operations platform $45.1 $39.6 $40.9 $87.3 Inter - company $(63.9) $(53.5) $(55.9) $(115.9) Total $665.2 $620.4 $654.8 $956.0 $892.5 $92.1 $78.9 $(112.9) $950.5 $601.0 Note: Numbers may not total due to rounding. Certain amounts disclosed in the prior periods have been recast to conform to th e c urrent period presentation. Specifically, segments are presented net of intrasegment eliminations. AS1 KP2

10 Selected Financial Results

11 Years Ended December 31, Three Months Ended December 31, 2024 2025 2024 2025 $ in thousands except per share data Revenue 1,856,785 $ 2,924,265 $ 616,900 $ 862,814 $ Capitation, net 86,224 86,199 28,660 25,508 Risk pool settlements and incentives 13,979 30,394 5,550 10,290 Management fee income 62,331 112,635 7,743 39,787 Fee - for - service, net 15,221 28,276 6,356 12,127 Other revenue 2,034,540 3,181,769 665,209 950,526 Total revenue 1,945,190 3,103,244 664,489 932,131 Total expenses 89,350 78,525 720 18,395 Income from operations 49,932 $ 24,076 $ (7,777) $ 6,562 $ Net income (loss) 6,783 1,589 (826) 563 Net income (loss) attributable to noncontrolling interests 43,149 $ 22,487 $ (6,951) $ 5,999 $ Net income (loss) attributable to Astrana Health 0.90 $ 0.46 $ (0.15) $ 0.12 $ Earnings (loss) per share – diluted 127,334 $ 123,126 $ 11,079 $ 37,440 $ EBITDA 1 170,370 $ 205,424 $ 35,038 $ 52,454 $ Adjusted EBITDA 1 1.94 $ 2.20 $ 0.34 $ 0.54 $ Adjusted EPS – Diluted 2 Summary of Selected Financial Results 1. See “Reconciliation of Net Income (Loss) to EBITDA and Adjusted EBITDA” and “Use of Non - GAAP Financial Measures” slides for more information. 2. See “Reconciliation of Net Income (Loss) to Adjusted Net Income Attributable to Astrana and Adjusted EPS – Diluted” and “Use of Non - GAAP Financial Measures” slides for more information. KP1 KP2

12 Consolidated Total Corporate Costs Intersegment Elimination Other Care Enablement Care Delivery Care Partners $ in thousands 950,526 - (112,903) - 78,860 92,090 892,479 $ Total revenues 75% 153% 38% % change vs prior year quarter 855,483 - (47,021) - 47,615 76,673 778,216 Cost of services 76,648 28,386 (65,975) (4) 20,308 15,453 78,480 General and administrative expenses 1 932,131 28,386 (112,996) (4) 67,923 92,126 856,696 Total expenses 18,395 (28,386) 93 2 4 10,937 (36) 35,783 $ Income (loss) from operations * 3 (72)% 89% % change vs prior year quarter For the three months ended December 31, 2025 Segment Results 1. Balance includes general and administrative expenses and depreciation and amortization. 2. Income from operations for the intersegment elimination represents rental income from segments renting from other segments. R ent al income is presented within other income which is not presented in the table. 3. Percentage change over 500%AS1

13 $ Change 12/31/2024 12/31/2025 $ in millions $141.0 $288.5 $429.5 Cash and cash equivalents 1 $(24.9) $272.9 $248.0 Working capital $76.6 $716.7 $793.3 Total stockholders’ equity Balance Sheet Highlights 1. Excluding restricted cash and marketable securities. AS1 AS2 AS3 KP4 KP5 KP6 AS7

14 Reconciliation of Net Income (Loss) to EBITDA & Adjusted EBITDA Years Ended December 31, Three Months Ended December 31, 2024 2025 2024 2025 $ in thousands 49,932 $ 24,076 $ (7,777) $ 6,562 $ Net Income (loss) 33,097 49,928 8,069 17,520 Interest expense (14,508) (12,157) (3,221) (3,987) Interest income 30,886 15,530 5,882 944 Provision for income taxes 27,927 45,749 8,126 16,401 Depreciation and amortization 127,334 123,126 11,079 37,440 EBITDA (4,451) (1,708) (1,564) (1,176) Income from equity method investments 12,951 5 45,405 4 10,288 3 4,808 2 Other, net 34,536 38,601 15,235 11,382 Stock - based compensation 170,370 $ 205,424 $ 35,038 $ 52,454 $ Adjusted EBITDA 8% 6% 5% 6% Adjusted EBITDA margin 1 1. The Company defines Adjusted EBITDA margin as Adjusted EBITDA over total revenue.; 2. Other, net, for the three months end ed December 31, 2025 relates to $2.3 million for transaction and integration costs primarily for the acquisition of Prospect, ce rta in costs and final settlement for some of our acquisitions, and severance fees incurred, partially offset by employer retention tax credits rela ted to COVID - 19 relief.; 3. Other, net for the three months ended December 31, 2024 relates to transaction costs incurred for our i nvestments, to anticipated recoveries from one time losses relating to third party payer payments associated with the Collaborative Health S yst ems, LLC ("CHS") transaction, and non - cash change in the fair value of our call option.; 4. Other, net, for the year ended Decem ber 31, 2025, relates to $13.0 million for a legal matter with a provider associated with CFC HP, $25.9 million for transaction and integration costs pri marily for the acquisition of Prospect, debt issuance costs incurred in connection with our Second Amended and Restated Credi t F acility, certain costs and final settlement for some of our acquisitions, and severance fees incurred, partially offset by employer retention tax credit s r elated to COVID - 19 relief.; 5. Other, net for the year ended December 31, 2024 relates to transaction costs incurred for our inv estments and tax restructuring fees, anticipated recoveries from one - time losses relating to third party payor payments associated with the CHS t ransaction, a financial guarantee via a letter of credit that we provided in support of two local provider - led ACOs, non - cash ga in on debt extinguishment related to one of our promissory note payables, non - cash realized loss from the sale of one of our marketable equ ity securities, non - cash changes related to change in the fair value of our call option, non - cash change in the fair value of ou r financing obligation to purchase the remaining equity interests in one our investments, non - cash changes in the fair value of our contingent liabilities , non - cash changes in the fair value of the Company's Collar Agreement, and reimbursement from a related party of the Company fo r taxes associated with the Excluded Assets spin - off. AS1 AS2 KP3 KP4

15 Reconciliation of Net Income (Loss) to EBITDA & Adjusted EBITDA (continued) Years Ended 2019 2020 2021 2022 2023 2024 2025 $ in millions 15.8 122.1 $ 46.1 $ 45.7 $ 57.8 $ 49.9 $ 24.1 $ Net Income 4.7 9.5 5.4 7.9 16.1 33.1 50.0 Interest expense (2.0) (2.8) (1.6) (2.0) (14.2) (14.5) (12.2) Interest income 10.0 56.3 31.7 40.9 32.0 30.9 15.5 Provision for income taxes 18.3 18.4 17.5 17.5 17.7 27.9 45.7 Depreciation and amortization 46.8 203.5 99.1 110.1 109.5 127.3 123.1 EBITDA 1 2.9 ( 0.3) 8 5.3 8 ( 5.7) 8 (5.1) (4.5) (1.7) (Income) loss from equity method investments - - (2.2) - - - - Gain on sale of equity method investment 2.0 9 (0.5) 6 (1.7) 6 3.3 5 6.2 4 13.0 3 45.4 2 Other, net 0.9 3.4 6.7 16.1 22.0 34.5 38.6 Stock - based compensation 1.5 (103.3) 8 26.4 8 16.2 8 14.0 - - APC excluded assets costs 54.2 102.8 $ 133.5 $ 140.0 $ 146.6 $ 170.4 $ 205.4 $ Adjusted EBITDA 1 560.6 687.2 $ 773.9 $ 1,144.2 $ 1,386.7 $ 2,034.5 $ 3,181.8 $ Net Revenue 10% 15% 17% 12% 11% 8% 6% Adjusted EBITDA Margin 7 1 . See “Use of Non - GAAP Financial Measures” slide for more information .; 2 . Other, net, for the year ended December 31 , 2025 , relates to $ 13 . 0 million for a legal matter with a provider associated with CFC HP, $ 25 . 9 million for transaction and integration costs primarily for the acquisition of Prospect, debt issuance costs incurred in connection with our Second Amended and Restated Credit Facility, certain costs and final settlement for some of our acquisitions, and severance fees incurred, partially offset by employer retention tax credits related to COVID - 19 relief .; 3 . Other, net for the year ended December 31 , 2024 relates to transaction costs incurred for our investments and tax restructuring fees, anticipated recoveries from one time losses relating to third party payer payments associated with the CHS transaction, financial guarantee via a letter of credit that we provided in support of two local provider - led ACOs, reimbursement from a related party of the Company for taxes associated with the December 2023 Excluded Assets Spin - off, non - cash gain on debt extinguishment related to one of our promissory note payables, non - cash realized loss from sale of one of our marketable equity securities, non - cash changes related to change in the fair value of our call option, our financing obligation to purchase the remaining equity interests in one of our investments, our contingent liabilities, and the Company's Collar Agreement .; 4 . Other, net for the year ended December 31 , 2023 consists of nonrecurring transaction costs and tax restructuring fees incurred, non - cash changes in the fair value of our financing obligation to purchase the remaining equity interests, contingent liabilities, and the Company's Collar Agreement, and excise tax related to a nonrecurring buyback of the Company’s stock from APC .; 5 . Other, net for the year ended December 31 , 2022 consists of one - time transaction costs incurred and non - cash changes in the fair value of our financing obligation to purchase the remaining equity interests and contingent considerations .; 6 . Other, net for the years ended December 31 , 2021 and 2020 relate to COVID - 19 relief payments recognized in 2021 and 2020 .; 7 . The Company defines Adjusted EBITDA margin as Adjusted EBITDA over total revenue .; 8 . Certain APC minority interests where APC owns the asset but not the right to the dividends is reclassified from APC excluded asset costs to income from equity method investments .; 9 . Other, net for the year ended December 31 , 2019 is related to goodwill impairment .AS1 KP2 KP3 KP4 KP5

16 Reconciliation of Net Income (Loss) to Adjusted Net Income Attributable to Astrana and Adjusted EPS - Diluted Years Ended December 31, Three Months Ended December 31, 2024 2025 2024 2025 $ in thousands, except for share and per share data 49,932 $ 24,076 $ (7,777) $ 6,562 $ Net income (loss) (4,451) (1,708) (1,564) (1,176) Income from equity method investments 12,951 45,405 10,288 4,808 Other, net 1 34,536 38,601 15,235 11,382 Stock - based compensation 25,608 40,747 7,567 14,128 Amortization of intangibles (13,902) (25,337) 2 (5,411) 3 (5,485) 2 Tax adjustments (11,629) 5 (13,203) 4 (2,186) 5 (3,300) 4 Adjusted non - controlling interest 93,045 $ 108,581 $ 16,152 $ 26,919 $ Adjusted net income attributable to Astrana Health, Inc. 47,974,334 49,369,685 47,823,360 49,527,521 Weighted average shares of common stock outstanding – diluted 1.94 $ 2.20 $ 0.34 $ 0.54 $ Adjusted earnings per share - diluted 1 . The components of other, net, as set forth in the table above, are described in the footnotes to the table under “Reconciliation of Net Income (Loss) to EBITDA, Adjusted EBITDA and Adjusted EBITDA Margin” . Please see the footnotes for additional information .; 2 . Tax adjustments for the three months and year ended December 31 , 2025 , includes the tax effect for, at a 27 . 1 % statutory blended tax rate, the adjustments made to net income of $ 7 . 9 million and $ 33 . 3 million, respectively, partially offset by 162 (m) impacts of $ 2 . 4 million and $ 7 . 5 million, respectively .; 3 . Tax adjustments for the three months and year ended December 31 , 2024 , includes the tax effect for, at a 28 . 0 % statutory blended tax rate, the adjustments made to net (loss) income of $ 8 . 8 million and $ 19 . 2 million, respectively, partially offset by 162 (m) impacts of $ 3 . 4 million and $ 5 . 3 million, respectively .; 4 . Includes net income attributable to non - controlling interests ("NCI") of $ 0 . 6 million and $ 1 . 6 million, respectively, and adjustments attributable to NCI of $ 2 . 7 million and $ 11 . 6 million, respectively, for the three months and year ended December 31 , 2025 .; 5 . Includes net loss and income, respectively, attributable to NCI of $ 0 . 8 million and $ 6 . 8 million, respectively, and adjustments attributable to NCI of $ 3 . 0 million and $ 4 . 8 million, respectively, for the three months and year ended December 31 , 2024 . AS1

17 . 2026 Guidance Range High Low in thousands, $ 74,000 54,000 Net Income 55,000 51,000 Interest expense 44,000 38,000 Provision for income taxes 65,000 65,000 Depreciation and amortization 238,000 208,000 EBITDA (4,000) (4,000) Income from equity method investments 7,000 7,000 Other, net 39,000 39,000 Stock - based compensation 280,000 250,000 Adj. EBITDA Guidance Reconciliation of Net Income to EBITDA & Adjusted EBITDA 1. Note: See “Use of Non - GAAP Financial Measures” slide for more information.AS1

Investor Relations Carolyne Sohn investors@astranahealth.com KP1