AGL

Agilon Health, Inc. Form 8-K Summary

Business Context and Reporting Period

This Current Report on Form 8-K was filed by Agilon Health, Inc. on April 27, 2026, reporting events occurring on April 24, 2026. The filing discloses the appointment of a new Chief Executive Officer and President and the associated compensatory arrangements.

Key Financial Metrics

The filing does not provide revenue, profit, cash flow, margin, debt, or liquidity metrics. It focuses exclusively on executive compensation details:

• Base Salary: $850,000 annually.
• Target Annual Bonus: 100% of base salary ($850,000).
• Signing Bonus: $500,000 one-time cash payment.
• Equity Awards: 120,000 time-vesting Restricted Stock Units (RSUs) and 200,000 performance-vesting Restricted Stock Units (PSUs).

Material Changes

The primary material change is the leadership transition. Tim O'Rourke was appointed as Chief Executive Officer, President, and a Class III Director, effective May 7, 2026. Mr. O'Rourke brings extensive healthcare experience, including prior roles at Help at Home, LLC, Centene Corporation, Ascension Complete LLC, and Humana, Inc.

Outlook, Risks, and Unusual Items

Performance Targets: The PSU awards are tied to specific stock price milestones over a three-year period:

• One-third vests if the 30-day weighted average stock price reaches $50.
• One-third vests if the 30-day weighted average stock price reaches $100.
• One-third vests if the 30-day weighted average stock price reaches $150.

Severance Provisions: In the event of termination without cause or resignation for good reason, the executive is entitled to 18 months of base salary plus the target bonus, paid over 18 months, along with 18 months of medical coverage. Accelerated vesting of RSUs and PSUs applies under specific conditions. Risks: The signing bonus is subject to repayment if the executive voluntarily resigns without good reason or is terminated for cause within the first year. Equity vesting is contingent on continued employment and stock price performance.

Investor Verification Checklist

• Verify the commencement date of May 7, 2026, and the immediate impact on current leadership.
• Confirm the specific stock price targets ($50, $100, $150) for the 200,000 PSUs and the methodology for calculating the 30-day weighted average.
• Review the full text of the Employment Agreement and equity award agreements once filed as exhibits to a future periodic report.
• Assess the potential cash outflow impact of the $500,000 signing bonus and the $850,000 base salary on the company's near-term liquidity.