Commitments and Contingencies

12 Months Ended

Dec. 31, 2025

Commitments and Contingencies Disclosure [Abstract]

Commitments and Contingencies

NOTE 11. Commitments and Contingencies

Legal Proceedings

From time to time, the Company is a party to, or has a significant relationship to, legal proceedings, lawsuits, and other claims that are in the ordinary course of the Company’s business. Except as described below, the Company is not aware of any other legal proceedings or claims that it believes may have, individually or taken together, a material adverse effect on the Company’s business, prospects, financial condition, results of operations or cash flows. The Company’s policy is to expense legal costs as they are incurred.

In February and March 2024, three class action lawsuits were filed and later consolidated as one matter captioned In re agilon health, inc. Securities Litigation, 1:24-cv-00297 (W.D. Tex.) (the “Consolidated Securities Matter”). The Consolidated Securities Matter names the Company and certain current and former members of the Company’s executive team and Board of Directors as defendants, among others. The Consolidated Securities Matter generally asserts securities fraud claims under Sections 10(b) and 20(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and under Sections 11, 12(a)(2) and 15 of the Securities Act of 1933, as amended (the “Securities Act”), in connection with statements made between April 2021 and February 2024 in the Company’s annual and quarterly reports, investor presentations, and earnings releases related to, among other things, the Company’s financial guidance, medical margin and Adjusted EBITDA results, growth strategy, and data management. The Consolidated Securities Matter seeks compensatory damages, judgment interest, attorney’s fees and costs, and other unspecified equitable and/or injunctive relief. The Company and other defendants filed motions to dismiss the complaint on November 8, 2024. On or about August 15, 2025, the court issued an order on the motions to dismiss, dismissing some of the claims against the defendants and allowing others to proceed into the discovery phase of litigation. The court dismissed all claims under the Securities Act and certain portions of plaintiffs’ Exchange Act claims. Following the order, the Company and certain of the individual defendants filed a motion requesting clarification as to whether any claims remained against the Company’s Chief Technology Officer and Chief Experience Officer. Separately, defendant CD&R and certain of its affiliates filed a motion for clarification and/or reconsideration regarding certain aspects of the Court’s order. Both motions have been fully briefed and remain pending. Discovery is ongoing, and the court has entered a case schedule that contemplates discovery continuing over the first three quarters of 2026. 

On December 31, 2025, a separate putative securities class action, Vandersluis v. agilon health, Inc., 1:25-cv-07167 (E.D.N.Y.) was filed in the United States District Court for the Eastern District of New York (“Vandersluis”). Vandersluis names the Company and certain current and former members of the Company’s executive team and Board of Directors as defendants and alleges violations of Sections 10(b) and 20(a) of the Exchange Act in connection with statements made between February 2025 and August 2025 in the Company’s quarterly reports and earnings releases related to, among other things, the Company’s financial guidance, medical margin and Adjusted EBITDA results. The proposed class period is February 26 through August 4, 2025. Vandersluis was filed on behalf of stockholders who purchased or otherwise acquired shares of the Company’s common stock between February 26 and August 4, 2025, and seeks monetary damages on behalf of the purported class.

The Company intends to vigorously oppose the Consolidated Securities Matter and Vandersluis matter, but is unable to predict the outcome or estimate any ultimate individual or aggregate amount of monetary liability or financial impact due to the early stages of the litigation.

In May and October 2024, two putative stockholder derivative class action lawsuits were filed: (1) Douglas v. Steven J. Sell et al., 1:24-cv-00531 (W.D. Tex.) and (2) Bingham v. Steven J. Sell et al., 1:24-cv-01181 (W.D. Tex.) (the “Consolidated Derivative Matters”). The Consolidated Derivative Matters name the Company and certain current and former members of the Company’s executive team and Board of Directors as defendants. The Consolidated Derivative Matters generally assert claims under Sections 14(a) and 10(b) of the Exchange Act, as well as common law claims including breach of fiduciary duty, among others, in connection with statements made between April 2021 and February 2024 in the Company’s annual and quarterly reports, investor presentations, and earnings releases related to, among other things, the Company’s financial guidance, medical margin and Adjusted EBITDA results, growth strategy, and data management. The Douglas lawsuit also asserts claims under Section 20(a) of the Exchange Act in connection with the same allegations and seeks contribution under Section 11(f) of the Securities Act and Section 21D of the Exchange Act. The Consolidated Derivative Matters seek compensatory damages, restitution, punitive damages, attorney’s fees and costs, and other relief. The plaintiff in the Douglas action also seeks corporate governance reforms. The Consolidated Derivative Matters were consolidated in November 2024 into In re agilon health, inc. Shareholder Derivative Litigation, 1:24-cv-00531-DII (W.D. Tex.). The Consolidated Derivative Matters were stayed during the motion to dismiss phase for the Consolidated Securities Matter. On or about December 17, 2025, defendants filed a motion to lift the stay after the parties were unable to reach agreement on the extent to which the stay should remain in place while the motions for clarification and/or reconsideration remain pending in the Consolidated Securities Matter. That motion is currently pending before the court, and the Plaintiffs have requested leave to amend their complaint

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On or about September 18, 2025, a third putative stockholder derivative class action lawsuit was filed in federal court in Ohio, titled Bushansky v. Steven J. Sell et al., 2:25-cv-01068 (S.D. Ohio). The allegations in this lawsuit are substantially the same as those asserted in the Consolidated Derivative Matters, alongside new allegations including that the Company’s 2024 Proxy Statement contained misrepresentations. On January 14, 2026, the Court granted the defendants’ motion to transfer the Ohio lawsuit to the Western District of Texas, where it would likely be consolidated with the Consolidated Derivative Matters. On January 22, 2026, the plaintiff filed a Notice of Voluntary Dismissal of his Complaint pursuant to Federal Rule of Civil Procedure 41(a) and 23.1(c). The court dismissed the Bushansky case without prejudice on January 23, 2026.

On February 12, 2026, a putative stockholder derivative action lawsuit was filed in the United States District Court for the Eastern District of New York, titled Sinha v. Sell et al., 1:26-cv-00846 (E.D.N.Y.) (“Sinha”). Sinha names the Company and certain current and former members of the Company’s executive team and Board of Directors as defendants. Sinha generally asserts claims under Sections 14(a) and 10(b) of the Exchange Act, as well as common law claims including breach of fiduciary duty, among others, in connection with statements made between February 2025 and August 2025 in the Company’s quarterly reports and earnings releases related to, among other things, the Company’s financial guidance, medical margin, and Adjusted EBITDA results. Sinha seeks corporate governance reforms, restitution, attorney’s fees and costs, and other relief.

The Company intends to vigorously oppose the Consolidated Derivative Matters and Sinha matter but is unable to predict the outcome or estimate any ultimate individual or aggregate amount of monetary liability or financial impact due to the early stages of the litigation.

Regulatory Matters

The healthcare industry is subject to numerous laws and regulations of federal, state, and local governments. Violations of these laws and regulations could result in expulsion from government healthcare programs, together with the imposition of significant fines and penalties. Compliance with such laws and regulations can be subject to future government review and interpretation, as well as regulatory actions unknown or unasserted at this time.

The healthcare regulatory landscape is constantly changing. It is difficult to predict which final rules may be adopted and implemented by federal and state authorities, and if such final rules would result in any material adverse effect on the Company’s business, consolidated financial condition, results of operations or cash flows. Management is unable to determine how any future government spending cuts will affect Medicare reimbursement. There likely will continue to be legislative and regulatory proposals at the federal and state levels directed at containing or lowering the cost of healthcare that, if adopted, could have a material adverse effect on the Company’s consolidated financial statements.

CMS and the U.S. Department of Health and Human Services (“HHS”) Office of Inspector General perform audits of selected MA contracts related to risk adjustment diagnosis data. In these Risk-Adjustment Data Validation Audits (“RADV audits”), the government reviews medical records to determine whether physician medical record documentation and coding practices are compliant, which can result in the recovery of payments from managed care organizations if errors

are identified and influence the calculation of premium payments by CMS to MA plans. On January 30, 2023, CMS released a final rule, announcing it may use extrapolation for payment years 2018 forward, for both RADV audits and Office of Inspector General audits and eliminated the application of a fee-for-service Adjuster in Part C contract-level RADV audits of Medicare Advantage organizations. The Company's payors are subject to audit by government health plans, including, but not limited to, CMS, in connection with the MA program. The Company is currently unable to predict the results of RADV audits on its financial condition, operating results, or cash flows.

Contractual Obligations

The following table summarizes the Company’s contractual obligations, excluding debt service obligations (see Note 10), as of December 31, 2025 (in thousands):

	Total		2026		2027-2028		2029-2030		More than Five Years
Capital commitments(1)	$	61,640	$	23,996	$	25,701	$	7,012	$	4,931

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(1)Represents capital commitments to physician partners to support physician partner expansion and related purposes.