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Astrana Health (NASDAQ: ASTH) grows 2025 revenue 56% but flags control weakness

Filing Impact
(High)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Astrana Health, Inc. reported strong 2025 growth, with total revenue of $3.18 billion, up 56% year over year and at the high end of guidance. Adjusted EBITDA reached $205.4 million and free cash flow was $104.5 million, supported by higher capitation revenue and expanding Care Partners and Care Enablement contributions.

Adjusted EPS diluted rose to $2.20 from $1.94, although GAAP net income fell to $24.1 million from $49.9 million as interest expense and acquisition-related costs increased. The company issued 2026 guidance for revenue of $3.8–$4.1 billion and Adjusted EBITDA of $250–$280 million, implying further double-digit growth.

Astrana will file Form 12b-25 to extend its 2025 Form 10‑K deadline and expects to report a material weakness in internal control over financial reporting related to acquisition and purchase accounting processes, while stating it does not reflect a material misstatement or restatements. The board doubled the share repurchase authorization from $50 million to $100 million; $35.9 million remained available as of December 31, 2025 after repurchasing 633,844 shares in the fourth quarter.

Positive

  • Strong top-line and cash generation: 2025 revenue rose 56% to $3.18 billion, Adjusted EBITDA increased to $205.4 million, and free cash flow reached $104.5 million, indicating the core value-based care model is scaling while still generating solid operating cash.
  • Guidance signals continued growth: 2026 guidance calls for total revenue of $3.8–$4.1 billion and Adjusted EBITDA of $250–$280 million, implying meaningful double‑digit growth in both revenue and profit metrics from 2025 levels.
  • Capital return capacity: The board doubled the maximum share repurchase authorization from $50 million to $100 million, with $35.9 million remaining authorized at year-end 2025, providing flexibility to return capital alongside continued investment.
  • Improving adjusted earnings power: Adjusted net income attributable to Astrana rose to $108.6 million from $93.0 million and adjusted diluted EPS increased to $2.20 from $1.94, despite higher interest and integration costs.

Negative

  • Internal control material weakness and delayed 10‑K: The company will file Form 12b‑25 and expects to report a material weakness in internal control over financial reporting related to acquisition and purchase accounting processes, introducing governance and reporting risk until remediation is demonstrated.
  • Net income and margin pressure: GAAP net income declined to $24.1 million from $49.9 million and full‑year Adjusted EBITDA margin slipped to 6% from 8%, reflecting higher interest expense, integration costs and other non‑core items.
  • Significant increase in leverage: Long‑term debt (including current portion) climbed to about $1.04 billion from roughly $434.7 million, largely tied to acquisitions, increasing financial risk and sensitivity to interest costs.
  • Rising medical and operating costs: Total expenses grew to $3.10 billion from $1.95 billion, with cost of services and general and administrative expenses both rising substantially, underscoring the need to maintain cost discipline as the platform scales.

Insights

Rapid growth and guidance are offset by control weakness and higher leverage.

Astrana Health delivered rapid scale in 2025, with revenue climbing to $3.18 billion (up 56%) and Adjusted EBITDA reaching $205.4 million. Free cash flow of $104.5 million and 2026 guidance of $3.8–$4.1 billion in revenue and $250–$280 million Adjusted EBITDA signal continued expansion.

However, GAAP net income dropped to $24.1 million from $49.9 million as interest expense and acquisition-related items rose. Long‑term debt, including current portion, increased sharply to roughly $1.04 billion, raising the balance sheet risk profile even as cash and cash equivalents grew to $429.5 million.

The company plans a Form 12b‑25 and anticipates a material weakness in internal control over financial reporting tied to acquisition and purchase accounting processes, though it indicates no material misstatement or restatements. The board’s move to double the repurchase authorization to $100 million adds capital return flexibility, but actual activity will depend on liquidity, covenants and market conditions. Subsequent filings will clarify remediation progress and final 2025 reporting.

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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 2.02Results 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 7.01Regulation 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 9.01Financial 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

 

·EPS - diluted of $0.12

 

·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

 

 

FAQ

How did Astrana Health (ASTH) perform financially in 2025?

Astrana Health delivered strong 2025 growth, with total revenue reaching $3.18 billion, up 56% from 2024. Adjusted EBITDA increased to $205.4 million and free cash flow was $104.5 million, highlighting solid cash generation alongside rapid expansion of its value-based care operations.

What 2026 guidance did Astrana Health (ASTH) provide for revenue and EBITDA?

For 2026, Astrana Health guided to total revenue between $3.8 billion and $4.1 billion and Adjusted EBITDA between $250 million and $280 million. This outlook implies continued double-digit growth in both top line and adjusted profitability compared with the company’s reported 2025 results.

What internal control issues did Astrana Health (ASTH) disclose for 2025?

Astrana Health disclosed it will file Form 12b-25 to extend its 2025 Form 10-K deadline and anticipates reporting a material weakness in internal control over financial reporting. The issue relates to acquisition and purchase accounting processes but is stated not to involve material misstatements or restatements.

How has Astrana Health (ASTH) changed its share repurchase program?

The board increased the maximum aggregate amount under Astrana’s share repurchase program from $50 million to $100 million. During the three months ended December 31, 2025, the company repurchased 633,844 shares and had $35.9 million of authorization remaining at year-end for potential future buybacks.

What happened to Astrana Health’s (ASTH) profitability and margins in 2025?

GAAP net income declined to $24.1 million from $49.9 million in 2024, while Adjusted EBITDA increased to $205.4 million. Adjusted EBITDA margin narrowed to 6% from 8%, reflecting higher interest expense, integration and transaction costs, and rising operating expenses associated with the company’s rapid growth.

How leveraged is Astrana Health (ASTH) after its 2025 acquisitions?

By December 31, 2025, Astrana Health’s long-term debt, including current portion and net of deferred financing costs, had risen to about $1.04 billion versus roughly $434.7 million a year earlier. This higher debt load accompanies significant acquisition activity and increases the company’s financial obligations.

What are Astrana Health’s (ASTH) key non-GAAP metrics and why are they used?

Astrana emphasizes EBITDA, Adjusted EBITDA, adjusted net income, adjusted EPS-diluted, and free cash flow alongside GAAP results. Management uses these measures to evaluate operating performance, compare periods consistently, and exclude non-recurring or non-cash items such as acquisition costs, stock-based compensation and intangible amortization.

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Medical Care Facilities
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