Filing Analysis
agilon health, inc. announced the departure of its Chief Technology Officer, Girish Venkatachaliah, effective August 1, 2026. The separation includes a severance package and a transition consulting agreement through year-end.
🚩 Red Flags
- Departure of a C-suite executive (CTO)
📋 Key Facts
- Girish Venkatachaliah (CTO) will terminate employment on August 1, 2026.
- The Company will provide $766,063.00 in cash severance, payable in installments over twelve months.
- A Consulting Agreement will be effective from August 1, 2026, through December 31, 2026.
- Equity awards (transformation equity and RSUs) will continue to vest through April 30, 2027, subject to terms.
agilon health, inc. reported the results of its annual meeting of stockholders held on June 2, 2026. The company successfully elected three Class II directors, ratified Ernst & Young LLP as its independent auditor, and received advisory approval for executive compensation.
📋 Key Facts
- Annual meeting of stockholders held on June 2, 2026.
- Diana McKenzie, Karen McLoughlin, and Ronald Williams were elected as Class II directors until 2029.
- Ernst & Young LLP was ratified as the independent registered public accounting firm for the fiscal year ending December 31, 2026.
- Executive compensation was approved on an advisory, non-binding basis with 11,228,258 votes for and 627,870 votes against.
agilon health, inc. reported its financial results for the first quarter ended March 31, 2026. The disclosure was made via a press release furnished as an exhibit to the 8-K filing.
📋 Key Facts
- The filing reports financial results for the three months ended March 31, 2026.
- The report was filed and the press release issued on May 6, 2026.
- The information was furnished under Item 2.02 (Results of Operations and Financial Condition) and Item 9.01 (Financial Statements and Exhibits).
- The report was signed by Jeffrey Schwaneke, Chief Financial Officer.
agilon health, inc. has appointed Tim O'Rourke as its new Chief Executive Officer and President, effective May 7, 2026. Mr. O'Rourke, a veteran of Humana and Centene, succeeds the previous leadership and will also join the Board of Directors.
📋 Key Facts
- Tim O'Rourke appointed CEO and President effective May 7, 2026.
- Compensation includes a base salary of $850,000 and a 100% target annual bonus.
- One-time cash signing bonus of $500,000 provided, subject to a one-year clawback.
- Equity incentives include 120,000 RSUs and 200,000 PSUs.
- PSU vesting is tied to aggressive 30-day weighted average stock price targets of $50, $100, and $150.
- Mr. O'Rourke previously served as President of Help at Home, LLC and held senior roles at Humana, Inc. for 23 years.
agilon health, inc. has implemented a 1-for-25 reverse stock split of its common stock, effective March 30, 2026. The company's common stock will begin trading on a split-adjusted basis on the New York Stock Exchange at the market open on March 31, 2026.
🚩 Red Flags
- A 1-for-25 reverse stock split is a significant consolidation, often utilized by companies to artificially inflate share price to maintain exchange listing requirements.
📋 Key Facts
- The reverse stock split ratio is 1-for-25.
- The split was effective at 4:36 p.m. Eastern Time on March 30, 2026.
- Stockholders approved the amendment at a special meeting held on March 17, 2026.
- No fractional shares will be issued; stockholders will receive cash in lieu of fractional shares.
- The new CUSIP number for the common stock is 00857U 206.
- The number of authorized shares and the par value of $0.01 per share remain unchanged.
agilon health stockholders approved a reverse stock split at a special meeting on March 17, 2026. The Board of Directors subsequently selected a 1-for-25 ratio, with the split scheduled to take effect on March 30, 2026.
🚩 Red Flags
- Significant 1-for-25 reverse stock split ratio, often indicating a struggle to maintain minimum bid price requirements.
- The company is not reducing the number of authorized shares, which significantly increases the capacity for future equity dilution.
- The need for a special meeting specifically for a reverse split suggests urgent regulatory or listing compliance issues.
📋 Key Facts
- Stockholders approved a reverse split ratio range of 1-for-5 to 1-for-25 on March 17, 2026.
- The Board of Directors finalized the ratio at the maximum 1-for-25 on March 18, 2026.
- The split is effective March 30, 2026, at 5:00 p.m. Eastern Time.
- The number of authorized shares of common stock will not be reduced following the split.
- The proposal passed with 356,574,789 votes in favor versus 6,187,388 against.
agilon health, inc. reported its financial results for the fourth quarter and full year ended December 31, 2025. The company furnished a press release and an investor presentation as part of the disclosure.
📋 Key Facts
- Financial results for the three and twelve months ended December 31, 2025, were released on February 25, 2026.
- The company furnished Exhibit 99.1 (Press Release) and Exhibit 99.2 (Investor Presentation).
- The report was filed under Item 2.02 (Results of Operations and Financial Condition) and Item 7.01 (Regulation FD Disclosure).
Agilon Health entered into a Third Amendment to its Credit Agreement, extending the maturity date from February 2026 to February 2028. The amendment includes more restrictive covenants and reduced revolving credit commitments.
🚩 Red Flags
- Reduction in available revolving credit ($10M decrease).
- New liquidity constraint requiring $50 million minimum daily cash balance.
- Strict profitability requirement (positive EBITDA for 8 consecutive quarters) to access certain funds/dividends.
- Increased collateralization requirements for letters of credit.
📋 Key Facts
- Maturity date extended from February 18, 2026, to February 18, 2028.
- Revolving credit commitments reduced from $100.0 million to $90.0 million.
- New requirement to maintain a minimum of $50 million in Total Cash at the end of each Business Day.
- Dividends/payments conditioned on achieving positive EBITDA for two consecutive trailing four-quarter periods.
- Required cash collateralization at 103% for outstanding letters of credit.
- Covenant 'baskets' changed from Consolidated Total Assets to a percentage of EBITDA.
agilon health, inc. entered into an Amended and Restated Employment Agreement with its CFO and Executive Vice President, Jeffrey Schwaneke, effective January 1, 2026. The amendment primarily updates equity award structures and severance terms.
🚩 Red Flags
- None identified; this is a standard administrative update to an executive compensation package.
📋 Key Facts
- Effective date of amended agreement: January 1, 2026.
- Includes a one-time equity award of 600,000 RSUs vesting annually over three years.
- Specifies annual equity awards for FY2026 with an aggregate grant-date fair value of $3,750,000.
- Provides severance terms: if terminated without cause before July 1, 2027 (18 months post-effective date), CFO receives 12 months of base salary and target bonus plus accelerated equity vesting.
agilon health, inc. received a notice from the NYSE stating it is non-compliant with minimum bid price requirements after its stock closed below $1.00 for 30 consecutive trading days ending November 4, 2025. The company intends to remain listed and plans to seek stockholder approval for a reverse stock split in 2026 to regain compliance.
🚩 Red Flags
- Delisting notice from NYSE (non-compliance with minimum bid price)
- Anticipated reverse stock split to regain compliance
- History of net losses mentioned in forward-looking statements
- Potential for significant volatility and dilution associated with the planned reverse split
📋 Key Facts
- Received NYSE notice on November 5, 2025, regarding non-compliance with Section 802.01C of the NYSE Listed Company Manual.
- The violation is due to the average closing price being below $1.00 over a consecutive 30 trading-day period ending November 4, 2025.
- Company intends to notify the NYSE by November 19, 2025, of its intent to remain listed.
- The company anticipates pursuing a reverse stock split to cure the deficiency, subject to stockholder approval at the 2026 annual meeting.
Agilon Health, Inc. filed an 8-K to announce its quarterly financial results for the three and nine months ended September 30, 2025. The filing includes a press release and an investor presentation.
📋 Key Facts
- Reporting period: Three and nine months ended September 30, 2025.
- Filing date: November 4, 2025.
- Included exhibits: Press Release (99.1) and Investor Presentation (99.3/99.2).
- The information is furnished under Items 2.02 and 7.01 and is not considered 'filed' for liability purposes.
agilon health, inc. announced the resignation of its CEO and President, Steven J. Sell, effective July 29, 2025. The Board has responded by establishing an 'Office of the Chairman' to manage executive leadership during this transition.
🚩 Red Flags
- Sudden departure of the CEO/President is a significant leadership disruption.
- Establishment of an 'Office of the Chairman' suggests a non-standard, transitional governance structure rather than immediate permanent succession.
- Multiple 8-K items (2.02, 5.02, 5.03, 7.01) in a single filing often indicate high volatility or organizational upheaval.
📋 Key Facts
- CEO and President Steven J. Sell resigned from the company and its Board on July 29, 2025.
- The departure was a termination without 'cause'.
- The Board established an 'Office of the Chairman' to oversee leadership, including Executive Chairman Ron Williams.
- Jeffrey A. Schwaneke (CFO) and Benjamin Shaker (CMO) have been designated as interim principal executive officers.
- The company amended and restated its by-laws on July 29, 2025, to reflect changes in officer roles and responsibilities.
agilon health, inc. held its annual meeting of stockholders on May 28, 2025, reporting the final voting results for director elections and auditor ratification.
📋 Key Facts
- Silvana Battaglia was elected to the Board of Directors (367,732,187 votes in favor).
- Sharad Mansukani, M.D. was elected to the Board of Directors (316,017,915 votes in favor).
- Stockholders ratified the appointment of Ernst & Young LLP as the independent registered public accounting firm for fiscal year ending Dec 31, 2025.
- Advisory, non-binding vote on executive compensation was approved (286,771,841 votes in favor).
- The meeting took place on May 28, 2025.
Agilon Health, Inc. issued an 8-K to announce its financial results for the first quarter ended March 31, 2025, and provided a corresponding investor presentation.
📋 Key Facts
- Report date: May 6, 2025
- Reporting period: Three months ended March 31, 2025
- The filing includes an earnings press release (Exhibit 99.1) and an investor presentation (Exhibit 99.2)
- Information is furnished under Items 2.02 and 7.01 and is not considered 'filed' for purposes of Section 18 liability.
Agilon Health, Inc. issued an 8-K to announce its financial results for the three and twelve months ended December 31, 2024. The filing includes a press release and an investor presentation.
📋 Key Facts
- Report date: February 25, 2025
- Reporting period: Three and twelve months ended December 31, 2024
- Included Exhibit 99.1: Press Release regarding financial results
- Included Exhibit 99.2: Investor Presentation regarding financial results
Agilon Health, Inc. entered into new indemnification agreements with its directors and executive officers to clarify obligations and procedures. Additionally, the company announced a change in its principal executive office address from Austin, TX to Westerville, OH.
🚩 Red Flags
- None identified. Indemnification agreement updates are standard administrative maintenance for public companies.
📋 Key Facts
- Entered into new forms of indemnification agreements for directors and executive officers on December 4, 2024.
- New agreements supersede all prior indemnification agreements with current directors or officers.
- The company changed its principal executive office address to 440 Polaris Parkway, Suite 550, Westerville, OH 43082, effective December 5, 2024.
Agilon Health, Inc. announced its participation in the 2024 Wolfe Research Healthcare Conference on November 19, 2024. The company provided an investor presentation as part of this disclosure under Item 7.01.
📋 Key Facts
- Company participated in the 2024 Wolfe Research Healthcare Conference on Tuesday, November 19th at 2:20 PM ET.
- An investor presentation was furnished as Exhibit 99.1.
- The disclosure is made pursuant to Item 7.01 (Regulation FD Disclosure) and is not considered 'filed' for purposes of Section 18 liability.
agilon health, inc. filed an 8-K to announce its financial results for the three and nine months ended September 30, 2024. The filing includes a press release and an investor presentation.
📋 Key Facts
- Report date: November 7, 2024
- Reporting period: Three and nine months ended September 30, 2024
- The company issued a press release (Exhibit 99.1) regarding financial results.
- The company issued an investor presentation (Exhibit 99.2).
Agilon Health, Inc. issued an 8-K to announce its financial results for the three and six months ended June 30, 2024.
📋 Key Facts
- Report date: August 6, 2024
- Reporting period: Three and six months ended June 30, 2024
- The filing includes a press release (Exhibit 99.1) containing financial results.
- Information is furnished under Item 2.02 and not 'filed' for purposes of Section 18 liability.
agilon health, inc. announced the appointment of Jeff Schwaneke as Chief Financial Officer and Executive Vice President, effective July 1, 2024. Mr. Schwaneke will be joining from Centene Corporation, bringing significant managed care sector experience.
🚩 Red Flags
- None identified; this is a standard executive succession/appointment filing.
📋 Key Facts
- Jeff Schwaneke appointed CFO and EVP effective July 1, 2024.
- Schwaneke previously served as CFO and Treasurer at Centene Corporation (2016-2021).
- Annual base salary set at $625,000 with a 75% target bonus.
- Sign-on package includes $300,000 lump sum bonus and various equity grants totaling over $7 million in potential value (including RSUs, PSUs, and options).
- Appointment involves Schwaneke resigning from his current Board of Directors position.
Agilon Health, Inc. held its annual meeting of stockholders on May 29, 2024, to elect directors and ratify the independent auditor. The results included the election of three Class III directors and the ratification of Ernst & Young LLP as the company's independent accounting firm.
📋 Key Facts
- Annual Meeting held on May 29, 2024.
- Ravi Sachdev, Steven J. Sell, and William Wulf, M.D. were elected to the Board of Directors (Class III) until 2027.
- Ernst & Young LLP was ratified as the independent registered public accounting firm for fiscal year ending Dec 31, 2024.
- Stockholders approved executive compensation on a non-binding advisory basis.
agilon health, inc. issued an 8-K to announce its financial results for the first quarter ended March 31, 2024.
📋 Key Facts
- Report date: May 7, 2024
- Reporting period: Three months ended March 31, 2024
- The filing serves to furnish the earnings press release (Exhibit 99.1) as required under Item 2.02.
agilon health, inc. issued an 8-K to announce its financial results for the three and twelve months ended December 31, 2023. The filing includes a press release and an investor presentation detailing the company's operational and financial performance.
📋 Key Facts
- Reported financial results for the three and twelve months ended December 31, 2023.
- Filed on February 27, 2024.
- Includes Exhibit 99.1 (Press Release) and Exhibit 99.2 (Investor Presentation).
Agilon Health announced that Dr. Benjamin Kornitzer will transition from his role as Chief Medical Officer (CMO) to a strategic advisor role effective March 1, 2024. The company has appointed Dr. Karthik Rao as interim CMO while conducting a search for a permanent successor.
🚩 Red Flags
- Departure of a key C-suite officer (CMO) creates temporary leadership vacancy in medical operations.
📋 Key Facts
- Effective date of transition: March 1, 2024
- Outgoing Officer: Benjamin Kornitzer, M.D. (Chief Medical Officer)
- New Role: Special Advisor to agilon health
- Interim CMO: Dr. Karthik Rao (Senior Medical Director and VP, Network Performance)
Agilon Health announced that CFO Timothy Bensley intends to retire in 2024, with the transition expected to occur within the next nine months. The company has initiated a search for a successor and noted Mr. Bensley will remain in his role and serve as a consultant during the transition.
🚩 Red Flags
- Planned departure of a key executive (CFO).
📋 Key Facts
- CFO Timothy Bensley announced intent to retire during 2024.
- The retirement is expected to take place within the next nine months from Jan 5, 2024.
- A search for a new CFO has been initiated.
- Mr. Bensley will remain as CFO through the transition and serve in a consulting role.
Agilon health, inc. issued a press release updating its full year 2023 guidance and providing an initial outlook for 2024. Notably, the company has withdrawn its previously issued 2026 outlook.
🚩 Red Flags
- Withdrawal of long-term (2026) guidance can signal increased volatility or uncertainty in the company's multi-year financial trajectory.
📋 Key Facts
- Updated full year 2023 financial guidance.
- Provided initial outlook for the fiscal year 2024.
- Withdrew the company's previous 2026 outlook/guidance.
- Scheduled a management conference call and webcast for January 5, 2024.