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[Form 4] Astrana Health Inc. Insider Trading Activity

Filing Impact
(Low)
Filing Sentiment
(Negative)
Form Type
4
Rhea-AI Filing Summary

Astrana Health insider filing: Chief Medical Officer Dinesh M. Kumar reported a transaction on 09/05/2025 surrendering 1,694 shares of common stock to cover tax withholding on restricted stock units that vested the same day. After the surrender, Mr. Kumar beneficially owns 217,893 shares. The filing details multiple outstanding restricted stock and restricted stock unit awards that remain subject to continued employment and, for some grants, performance conditions: 56,754 shares vesting in two equal annual installments beginning 01/23/2026; 13,464 shares vesting 01/01/2026; performance-based grants of 8,158 and 3,264 shares; 67,238 RSUs subject to performance goals; 23,364 RSUs vesting in seven equal semi-annual installments beginning 03/05/2026. The filing also notes 1,405 shares held from the Employee Stock Purchase Plan.

Positive
  • Retained significant ownership: Reporting person beneficially owns 217,893 shares after the transaction
  • Equity alignment: Large portion of holdings subject to time-based and performance-based vesting, aligning executive incentives with company performance
  • Employee participation: Includes 1,405 shares acquired under the Employee Stock Purchase Plan
Negative
  • Share surrender: 1,694 shares were surrendered to satisfy tax withholding on vested RSUs

Insights

TL;DR: Routine tax-withholding share surrender after RSU vesting; significant retained ownership with staggered and performance-based vesting.

The Form 4 documents a common administrative transaction: the surrender of 1,694 shares to satisfy tax withholding tied to vested restricted stock units. This does not reflect a discretionary sale by the officer but a withholding mechanism, so it is generally neutral regarding intent. The officer retains a material equity position of 217,893 shares, with a mix of time-based and performance-based vesting schedules that align the executive's incentives with long-term company performance. The presence of ESPP shares indicates additional employee participation in equity ownership. For governance review, the staggered and performance-contingent schedules suggest alignment with retention and performance objectives rather than immediate monetization.

TL;DR: Transaction is administrative; remaining holdings and vesting schedule maintain executive alignment with shareholder value.

The transaction code indicates a tax-withholding surrender rather than an open-market sale. Post-transaction beneficial ownership of 217,893 shares remains substantial for an officer-level holder. Key items: significant time-based tranches (56,754 and 13,464 shares) and large performance-based RSU pools (67,238 RSUs), plus ESPP participation of 1,405 shares. Those future vesting events could affect future share supply depending on conversion and withholding mechanics, but the filing itself discloses only standard compensation-related movements, not exits or diversification actions.

SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response: 0.5
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
1. Name and Address of Reporting Person*
Kumar Dinesh M.

(Last) (First) (Middle)
C/O ASTRANA HEALTH, INC.
1668 S. GARFIELD AVENUE, 2ND FLOOR

(Street)
ALHAMBRA CA 91801

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Astrana Health, Inc. [ ASTH ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
Chief Medical Officer
3. Date of Earliest Transaction (Month/Day/Year)
09/05/2025
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 09/05/2025 F 1,694(1) D $29.7 217,893(2)(3) D
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Explanation of Responses:
1. Represents the surrender of shares to offset against tax withholding obligations associated with certain restricted stock units that vested on September 5, 2025.
2. Includes the following shares of restricted stock, which will vest as follows (in each case subject to continuous employment with the Issuer): (i) 56,754 shares, which will vest in two equal annual installments beginning on January 23, 2026; (ii) 13,464 shares, which will vest on January 1, 2026; and (iii) grants of 8,158 shares and 3,264 shares, each of which will vest subject to the achievement of certain performance goals. Also includes the following restricted stock units, which will vest as follows (in each case subject to continuous employment with the Issuer): (i) 67,238 restricted stock units, which will vest subject to the achievement of certain performance goals; and (ii) 23,364 restricted stock units, which will vest in seven equal semi-annual installments beginning on March 5, 2026.
3. Includes 1,405 shares acquired under the Issuer's Employee Stock Purchase Plan.
/s/ Kathy Diep, as Attorney-in-Fact 09/09/2025
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What transaction did ASTH insider Dinesh M. Kumar report on Form 4?

The Form 4 reports the surrender of 1,694 common shares on 09/05/2025 to cover tax withholding related to vested restricted stock units.

How many shares does the reporting person own after the reported transaction for ASTH?

After the transaction, the reporting person beneficially owns 217,893 shares.

What restricted stock or RSU vesting is disclosed in the filing?

The filing lists: 56,754 shares vesting in two equal annual installments from 01/23/2026; 13,464 shares vesting 01/01/2026; performance-based grants of 8,158 and 3,264 shares; 67,238 RSUs subject to performance goals; and 23,364 RSUs vesting in seven semi-annual installments beginning 03/05/2026.

Did the Form 4 report any open-market sales by the officer?

No. The recorded transaction was a surrender for tax withholding (transaction code F), not an open-market sale.

Are there any performance conditions on the reported equity awards?

Yes. Certain grants (including 8,158 and 3,264 share awards and 67,238 RSUs) are subject to achievement of specified performance goals as disclosed in the filing.
Astrana Health

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1.53B
38.91M
22.09%
53.11%
3.34%
Medical Care Facilities
Services-management Consulting Services
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United States
ALHAMBRA