Mezzanine Deficit and Stockholders' Equity

3 Months Ended

Mar. 31, 2025

Stockholders' Equity Note [Abstract]

Mezzanine Deficit and Stockholders' Equity

10.Mezzanine Deficit and Stockholders’ Equity

Mezzanine Deficit

APC

As the redemption feature of APC’s shares of common stock is not solely within the control of APC, the equity of APC does not qualify as permanent equity and has been classified as non-controlling interests in mezzanine or temporary equity. APC’s shares were not redeemable, and it was not probable that the shares would become redeemable as of March 31, 2025 and December 31, 2024.

During the three months ended March 31, 2025, APC repurchased $1.3 million of its common stock from its shareholders. There was no similar type of repurchase during the three months ended March 31, 2024.

Stockholders’ Equity

As of March 31, 2025, 41,048 holdback shares have not been issued to certain former AHM shareholders who were AHM shareholders at the time of closing of the 2017 merger of Astrana with AHM, as they have yet to submit properly completed letters of transmittal to Astrana in order to receive their pro rata portion of Astrana common stock as contemplated under the 2017 merger agreement. Pending such receipt, such former AHM shareholders have the right to receive, without interest, their pro rata share of dividends or distributions with a record date after the effectiveness of the 2017 merger. The condensed consolidated financial statements have treated such shares of common stock as outstanding, given the receipt of the letter of transmittal is considered perfunctory, and the Company is legally obligated to issue these shares in connection with the 2017 merger.

Treasury Stock

As of March 31, 2025 and December 31, 2024, APC owned 6,132,802 and 7,132,698 shares of Astrana’s common stock, respectively. While such shares of Astrana’s common stock are legally issued and outstanding, they are treated as treasury shares for accounting purposes and excluded from shares of common stock outstanding in the condensed consolidated financial statements. APC’s ownership in Astrana was 11.13% and 12.96% as of March 31, 2025 and December 31, 2024, respectively.

During the three months ended March 31, 2025, the Company repurchased 300,000 shares of the Company’s common stock from APC, pursuant to a stock repurchase agreement dated January 17, 2025 for an aggregate purchase price of approximately $10.6 million. As of March 31, 2025 and December 31, 2024, the Company had repurchased 3,771,151 and 3,471,151 shares, respectively, of its common stock. These are included as treasury stock.

As of March 31, 2025 and December 31, 2024, the total treasury stock, including the Company’s stock held by APC, was 9,903,953 and 10,603,849, respectively.

Dividends

During the three months ended March 31, 2025 and 2024, certain consolidated subsidiaries of the Company paid distributions of $0.1 million, respectively, to the shareholders who own the non-controlling interests in the entities.

During the three months ended March 31, 2025, the APC board approved the distribution of 699,896 of the Company’s shares and a cash distribution of $5.4 million to its shareholders. During the three months ended March 31, 2024, no dividends were declared to the APC shareholders.