Astrana Health SEC Filings

Astrana Health furnished an updated investor presentation outlining its value-based care model, recent growth, and financial outlook. For 2025, total revenue was $3.18 billion with $205.4 million of Adjusted EBITDA and $104.5 million of free cash flow. The company serves 1.6 million members in value-based arrangements through more than 20,000 providers across sixteen markets, and is shifting more business into full-risk capitation. For 2026, it guides to revenue of $3.8–$4.1 billion, Adjusted EBITDA of $250–$280 million, and free cash flow of $105–$132.5 million. Astrana also discusses an expected material weakness in internal control over financial reporting and its plan to file the 2025 Form 10-K by the Form 12b-25 extension deadline.

Astrana Health, Inc. notified the SEC that it cannot timely file its Annual Report on Form 10-K for the fiscal year ended December 31, 2025 and intends to use the fifteen-day extension under Rule 12b-25 to file the 2025 Form 10-K.

The company states it needs additional time due to work on financial reporting and close procedures tied to its acquisition of certain entities, and it anticipates reporting a material weakness in internal control over financial reporting related to acquisition and purchase accounting. Astrana expects its 2025 Form 10-K financial statements to be substantially consistent with the earnings release for the quarter and year ended December 31, 2025. The notice is signed on March 2, 2026.

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.

Astrana Health, Inc. CEO and President Brandon Sim reported an option exercise converting 21,334 stock options into common shares at a price of $ 23.24 per share on 02/02/2026. Following this transaction, he directly owns 1,045,329 shares of Astrana Health common stock.

In addition to his direct holdings, 258,824 common shares are held by the Sim Family Irrevocable Trust 2021 and 392,816 shares are held by the Brandon Sim 2020 Irrevocable Trust, for which he disclaims beneficial ownership except to the extent of his pecuniary interest. His reported direct holdings also include unvested restricted stock and restricted stock units scheduled to vest between March 2026 and June 2026, subject to continued employment.

The Vanguard Group filed an amended Schedule 13G reporting beneficial ownership of 4,238,192 shares of Astrana Health Inc common stock, representing 8.45% of the class as of the event date. Vanguard reports no sole voting or dispositive power, with 341,999 shares subject to shared voting power and all reported shares subject to shared dispositive power.

Vanguard states these securities are held in the ordinary course of business and not for the purpose of changing or influencing control of Astrana Health. It also notes an internal realignment effective January 12, 2026, after which certain subsidiaries or business divisions are expected to report beneficial ownership separately while pursuing the same investment strategies.

Astrana Health, Inc.’s Chief Medical Officer, Dr. Dinesh M. Kumar, reported a tax-related share surrender. On January 23, 2026, he surrendered 10,759 shares of Astrana Health common stock at $27.16 per share to cover withholding taxes on vested restricted stock.

After this transaction, Dr. Kumar beneficially owned 202,032 shares of common stock. This amount includes time-based and performance-based restricted stock and restricted stock units, as well as shares previously acquired under the company’s employee stock purchase plan, all of which vest over future dates subject to continued employment and performance conditions.

Astrana Health director David Schmidt reported exercising stock options and related share withholding. On January 13, 2026, he exercised 20,000 stock options with an exercise price of $5.79 per share, receiving the same number of Astrana Health common shares.

On the same date, 4,269 common shares were withheld at a price of $27.12 in a transaction coded "F," typically reflecting shares withheld to cover taxes. After these transactions, Schmidt directly owned 31,494 common shares, which include 6,449 shares of restricted stock scheduled to vest on the earlier of June 11, 2026 or the issuer's 2026 annual stockholder meeting. The exercised option position was reduced to 0 derivative securities.

Astrana Health, Inc. furnished an updated corporate investor presentation that it plans to use at conferences and meetings. The slide deck, dated January 2026, is attached as Exhibit 99.1 and is provided for informational purposes only.

The company states that this material is being furnished rather than filed, which means it is not subject to certain liability provisions under securities laws and will not automatically be incorporated into other regulatory filings. The presentation contains forward-looking statements, and Astrana Health refers readers to its most recent annual and quarterly reports for a discussion of risks that could cause actual results to differ.

Astrana Health (ASTH) Executive Chairman and Director Kenneth T. Sim reported an insider transaction. On 11/10/2025, he exercised stock options at $17.78 to acquire 29,502 shares of common stock (transaction code M), bringing his direct holdings to 639,407 shares. He also reports indirect holdings, including 6,132,802 shares by Allied Physicians of California, 546,349 by the Kenneth T & Simone S Sim Family Trust, 42,996 by the Kenneth T. Sim Pension Plan Trust, and 230,688 by a grantor retained annuity trust. Unvested restricted stock included in his holdings comprises 117,501 shares vesting in three equal annual installments beginning on March 5, 2026, and 133,333 shares vesting upon achievement of pre-established performance goals.