As of June 30, 2025, the Company finalized the purchase price allocation for Advanced Health Management Systems, L.P. (“AHMS”) and is in the process of finalizing Collaborative Health Systems, LLC, Golden Triangle Physician Alliance, and Heritage Physician Networks (collectively, “CHS”). Therefore, the balances were subject to change as a result of any working capital adjustments, primarily for the finalization of medical liabilities and CHS’ participation in government savings programs for the 2024 performance year. As of June 30, 2025, measurement period adjustments impacted receivables, net, other receivables, accounts payable and accrued expenses, and medical liabilities with a net decrease of $2.3 million to goodwill.

On March 31, 2024, the Company, through its wholly owned subsidiary, purchased all of the outstanding general and limited partnership interests of AHMS. AHMS’s wholly owned subsidiary operates a Restricted Knox-Keene licensed health plan in Los Angeles, California. The total consideration for the acquisition was $60.9 million, consisting of $63.9 million cash funded upon the close date and $3.0 million due from the seller based on estimated working capital adjustments. The consideration is subject to changes based on working capital adjustments, which are settled within one year from the close date as per the purchase agreement.

The following table summarizes the purchase price allocation of the fair value of assets acquired and liabilities assumed at the acquisition date (in thousands):


	AHMS
Total purchase consideration:
Cash paid	$	63,935
Purchase price due from seller		(2,995	)
	$	60,940

Assets:
Cash and cash equivalents	$	33,950
Receivables		11,007
Prepaid expenses and other current assets		36
Intangible assets		23,600
Goodwill		25,571
Restricted cash		300
Total assets acquired	$	94,464

Liabilities:
Accounts payable and accrued expenses	$	13,001
Medical liabilities		14,093
Deferred tax liability		6,430
Total liabilities assumed	$	33,524

Total net assets acquired	$	60,940

On October 4, 2024, the Company and its affiliated professional entity acquired all of the outstanding membership interests relating to CHS. CHS partners with independent primary care physicians and accountable care organizations to provide care for Medicare members and comprehensive support for its physician partners by providing management services, risk contracting, and population health capabilities, including actionable data and other tools, to deliver care coordination and closure of gaps in care. Total consideration for the acquisition was $47.5 million, consisting of $35.3 million cash funded upon the close date, $6.9 million due to the seller based on estimated working capital adjustments, contingent consideration fair valued at $5.2 million, and $0.1 million of replacement restricted stock awards. The consideration is subject to changes based on working capital adjustments. See Note 18 — “Fair Value Measurements of Financial Instruments” for additional information on contingent consideration.


	CHS
Total purchase consideration:
Cash paid	$	35,322
Purchase price due to seller		6,944
Contingent consideration		5,154
Common stock issued and replacement awards		118
	$	47,538

Assets:
Cash and cash equivalents	$	4,556
Receivables		100,334
Other receivables		36,667
Prepaid expenses and other current assets		357
Intangible assets		14,200
Goodwill		9,976
Investments in other entities – equity method		2,846
Total assets acquired	$	168,936

Liabilities:
Accounts payable and accrued expenses	$	67,027
Medical liabilities		54,449
Non-controlling interest		(78	)
Total liabilities assumed	$	121,398

Total net assets acquired	$	47,538

The acquisitions were accounted for under the acquisition method of accounting. The fair value of the consideration for the acquired companies was allocated to acquired tangible and intangible assets and liabilities based on their fair values. The excess of the purchase consideration over the fair value of the net tangible and identifiable intangible assets acquired was recorded as goodwill. Transaction costs associated with business acquisitions are expensed as they are incurred.

At the time of acquisition, the Company estimates the amount of assets, including identifiable intangible assets, and liabilities based on a valuation and the facts and circumstances available at the time. The Company determines the final value of assets, including identifiable intangible assets, and liabilities as soon as information is available, but not more than one year from the date of acquisition.

The Company had no impairment of its goodwill or indefinite-lived intangible assets during the three and six months ended June 30, 2025 and 2024.

Unaudited Pro Forma Financial Information

The pro forma financial information in the table below presents the combined results of the Company and the acquisitions that occurred during the year ended 2024, as if the acquisitions had occurred on January 1, 2024. The pro forma information presented is shown for illustrative purposes only and is not necessarily indicative of future results of operations of the Company, or results of operations of the Company that would have actually occurred had the transactions been in effect for the periods presented.


	Three Months Ended June 30,		Six Months Ended June 30,
(in thousands, except per share amounts)	2024		2024
Total revenue	$	693,823	$	1,372,463
Net income attributable to Astrana Health, Inc.	$	9,875	$	29,045

Net income per share – basic	$	0.21	$	0.61
Net income per share – diluted	$	0.21	$	0.61