Astrana Health, Inc. SEC Filings

Astrana Health Inc disclosure: The Vanguard Group filed an amendment to its Schedule 13G reporting 0 shares of Common Stock and 0% ownership as of the amendment. The filing explains an internal realignment that led certain Vanguard subsidiaries to report beneficial ownership separately, and Vanguard disclaims beneficial ownership of those subsidiary-held shares.

Astrana Health, Inc. director Thomas S. Lam reported a tax-related share disposition. On March 5, 2026, he surrendered 9,266 shares of common stock at $25.07 per share to cover tax withholding on vested restricted stock, leaving 423,990 shares held directly.

He also reports indirect ownership of 6,132,802 shares of common stock through Allied Physicians of California, a Professional Medical Corporation, and 1,133,706 shares through the Thomas and Jeanette Lam 2002 Family Trust. He disclaims beneficial ownership of the Allied Physicians shares except to the extent of his pecuniary interest.

His direct holdings include restricted stock that may vest later, with 51,667 shares scheduled to vest in two equal annual installments beginning on March 5, 2027, and 26,667 shares vesting upon achievement of pre-established performance goals.

Astrana Health, Inc. Chief Medical Officer Dinesh M. Kumar reported a tax-withholding disposition of company stock. On March 5, 2026, 1,697 shares of common stock were surrendered at $25.07 per share to cover tax obligations related to vested restricted stock units.

After this withholding transaction, Kumar directly held 200,335 shares of Astrana Health common stock. This total includes time-based and performance-based restricted stock and restricted stock units that will vest over future dates, as well as 1,405 shares previously acquired under the employee stock purchase plan.

Astrana Health, Inc. COO and CFO Basho Chandan reported a tax-related share surrender. On March 5, 2026, he disposed of 1,240 shares of common stock at $25.07 per share to cover withholding taxes tied to vesting restricted stock units. After this tax-withholding disposition, he directly owned 173,727 shares, which the footnotes state include both vested shares and multiple tranches of unvested restricted stock and restricted stock units scheduled to vest over 2026 and 2027, subject to continued employment.

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.