ASTH 10-K & 10-Q changes, risk factors and insider trading

We are subject to a variety of risks relating to the proposedProspect Transaction,Acquisition, including a material increase in our indebtednessindebtedness, challenges in orderintegrating Prospect into our operations, and risks related to finance the Transaction.acquired hospital.

The success of our emphasisparticipation onin the ACO REACH Model, or any CMS or Centers for Medicare & Medicaid Services Innovation Center (“CMMI”) sponsored model, whether that be the ACO REACH Program or the ACO LEAD Program, is not guaranteed, due to political risks, uncertainties of administration, program economics, and the requirement of the Company to maintain significant capital reserves, and the possibility that the ACO REACH Program will not be expanded beyond 2025.reserves. We are also subject to similar risks related to our participation in MSSP.

Laws regulating the corporate practice of medicine could restrict the manner in which we are permitted to conduct our businessbusiness, and the failure to comply with such laws could subject us to penalties and restructuring.

We may be materially impacted by breaches or compromises of our information security systems or the compromise of our downstream providers’ security systems, and are subject to additional risks related to technology and data privacy, including risks relating to our use of artificial intelligence.

If our affiliated physician groups or risk bearingrisk-bearing entities are not able to satisfy applicable state regulations related to financial solvency and operational performance, they could become subject to sanctions, and their ability to do business in the states in which they are operating could be limited or terminated.

We may face lawsuits not covered by insuranceinsurance, and related expenses may be material.

Risks Relating to the ProposedProspect Transaction.Acquisition.

Financing the TransactionProspect willAcquisition resultresulted in an increase in our indebtedness, which could adversely affect us, including by decreasing our business flexibility and increasing our interest expense.

To provide additional financial flexibility for the Company, in connection with the execution of the Purchase Agreement, the Company entered into the Second Amended and Restated Credit Agreement with Truist Bank, which, among other things, provides for a five-year delayed draw term loan credit facility of up to $745.0 million, of which will$707.3 bemillion usedwas todrawn financedown in connection with financing the Transaction.Prospect Acquisition.

This increase in our indebtedness may, among other things, reduce our flexibility to respond to changing business and economic conditions or to fund capital expenditures or working capital needs. In addition, the amount of cash required to pay interest on our increased indebtedness, and thus the demands on our cash resources, will materially increaseincreased as a result of the indebtedness to finance the Transaction.Prospect Acquisition. The Second Amended and Restated Credit Agreement contains various events of default (including failure to comply with the covenants under agreement), and, upon an event of default, the lenders could declare all amounts outstanding to be immediately due and payable and terminate all commitments to extend further credit or require us to seek amendments that would provide for terms more favorable to our lenders, which we may have to accept under the circumstances. The lenders could also foreclose on the secured collateral under the Second Amended and Restated Credit Agreement.

WeAny maydifficulties notintegrating achieveProspect’s the intended benefits of the Transaction, and the Transactionoperations could disrupt or have a material adverse effect on our current plans, businessbusiness, or results of operations.

There can be no assurance that, following completion of the Transaction,that we will be able to successfully integrate the acquired operations or otherwise realize the expected benefits of the TransactionProspect Acquisition (including operating and other cost synergies). Difficulties in integrating the acquired operations into the Company may result in the Company performing differently than expected, in operational challenges, or in the failure to realize anticipated run-rate cost synergies and efficiencies in the expected timeframe or at all, in which case the anticipated benefits of the TransactionProspect Acquisition may not be realized fullyfully, or at all, or may take longer than expected to be realized. Further, it is possible that there could be a loss of our and/or the Sellers’ key employees, disruption of our or the Sellers’ ongoing business orbusiness, unexpected issues, higher than expected costscosts, and an overall post-completionintegration process that takes longer than originally anticipated. The integration of the acquired operations may result in material challenges, including the diversion of management’s attention from ongoing business concerns; retaining key management and other employees; retaining or attracting business and operational relationships; potentialmaintaining negativea perceptionspositive ofreputation theand Transactionretaining bypatients customers,and financial markets, or investorsproviders; the possibility of faulty assumptions underlying expectations regarding the integration process and associated expenses; consolidating corporate and administrative infrastructuresinfrastructures, including internal controls, and eliminating duplicative operations; coordinating geographically separate organizations; unanticipated issues in integrating information technology, communications and other systems; and potential unknown liabilities, or unforeseen expenses relating to integration, or delays associated with the Transaction.integration. In addition, we could become exposed to legal claims, governmental investigations, or regulatory actions forarising from the Sellers’ activities of the Sellers before the completion of the Transaction.Prospect Acquisition. These lawsuits, claims, audits, or investigations, regardless of their merit or outcome, could adversely affect our financial condition, reputation, and ability to expand ourfuture business in the future.expansion. The occurrence of any of these risks could have a material adverse effect on our business, results of operations, financial condition or cash flows.

We are acquiringacquired a hospital as part of the Transaction,Prospect Acquisition, which is a new business for us and could subject us to additional risks and challenges. Our failure to effectively manage such related risks and challenges could adversely affect our business, operating results, and financial condition.

As part of the Transaction,Prospect Acquisition, we will be acquireacquired a fully accredited acute care hospital based in Tustin, California, that offers various services and programs, including general and specialized surgery, orthopedics and spine surgery, rehabilitation, imaging and radiology, intensive carecare, and skilled nursing. We have no experience owning or operating a hospital and, as a result, may encounter significant operational challenges, including clinical risks, labor shortages, complex reimbursement environments, regulatory compliance relating to hospitals, and competition with other hospitals in the same geographic area. We will also be subject to additional risks related to the hospital, including ensuring the business complies with all applicable laws and regulations and retains necessary certifications. In addition, we may be unable to successfully integrate these new operations with our existing businesses successfully.businesses. These risks and challenges could have a material adverse effect on our business, results of operations, financial condition, or cash flows. In addition, Medicaid provider tax reform has been targeted by the current administration to reduce federal Medicaid spending, and restrictions and cuts could adversely impact hospital revenues received from affected programs, as hospital and physician payment rates could be reduced, forcing hospital services to be reduced or closed.

On September 11, 2019, the Company, Astrana Medical, and APC concurrently consummated a series of interrelated transactions (collectively, the “APC Transactions”), which included a $545.0 million ten-year secured loan made by the Company to Astrana Medical, which Astrana Medical used to purchase 1,000,000 shares of Series A Preferred Stock of APC. The Company obtained the funds to make the loan to Astrana Medical (i) by entering into a credit agreement with Truist Bank, in its capacity as administrative agent for various lenders, and the lenders from time to time party thereto, for a $290.0 million senior secured credit facility (the “Credit Agreement” and the credit facility thereunder, the “Credit Facility”), and then immediately drawing down $250.0 million in cash, and (ii) by selling $300.0 million of shares of the Company’s common stock to APC, the purchase price of which was offset against $300.0 million of Astrana Medical’s purchase price for its APC Series A Preferred Stock. AHM guaranteed the obligations of the Company under the Credit Facility. Both the Company and AHM have granted the lenders a security interest in all of their assets, including, without limitation, in all stock and other equity issued by their subsidiaries (including the shares of AHM) and all rights with respect to the loan to Astrana Medical. The Credit Agreement was subsequently amended and restated on June 16, 2021 (as amended, the “Amended Credit Agreement”) and, in February 2025, the Company entered into the Second Amended and Restated Credit Agreement, which, among other things, provides for (a) a five-year revolving credit facility to the Company of $300.0 million, which includes a letter of credit sub-facility of up to $100.0 million and a swingline loan sub-facility of $25.0 million, (b) a five-year term loan A credit facility to the Company of $250.0 million and (c) a five-year delayed draw term loan credit facility to the Company of up to $745.0 million.million, of which $707.3 million was drawn down.

In the future, we may require additional capital to grow our business and may have to raise additional funds by selling equity, issuing debt, borrowing funds, refinancing our existing debt, or selling assets or subsidiaries. We may not be able to obtain additional debt or equity financing on favorable terms, in a timely manner, or at all. If we raise additional equity financing, our security holders may experience significant dilution of their ownership interests. If we engage in additional debt financing, we may be required to accept terms that restrict our ability to incur additional indebtedness, force us to maintain specified liquidity or other ratios, or restrict our ability to pay dividends or make acquisitions. In addition, the covenants in our Second Amended and Restated Credit Agreement may limit our ability to obtain additional debt or issue additional equity securities, and any failure to adhere to these covenants could result in penalties or defaults that could further restrict our liquidity or limit our ability to obtain financing. In addition,Furthermore, our ability to obtain additional capital may be adversely impacted by factors beyond our control, such as the market demand for our securities, the state of financial markets generally, and other relevant factors, including potential worsening global economic conditions resulting from high inflation and interest rates, ongoing supply chain disruptions and shortages, labor shortages and geopolitical conditions, and any disruptions to, or volatility in, the credit and financial markets in the United States and worldwide, including those that arise from any economic downturn or recession. If we need additional capital and cannot raise it on acceptable terms, or at all, we may not be able to, among other things, develop and enhance our patient services; continue to expand our organization; hire, train, and retain employees; respond to competitive pressures or unanticipated working capital requirements; or pursue acquisition opportunities.

The Company has a complex legal structure, and a tax authority may disagree with tax positions that we have taken. For example, the Internal Revenue Service or another tax authority could challenge our allocation of income by tax jurisdiction and the amounts paid between our affiliated companies pursuant to our intercompany arrangements and transfer pricing policies, including amounts paid with respect to our legal structure. A tax authority may take the position that material income tax liabilities, interest, and penalties are payable by us, in which case, we could elect to contest such an assessment. Contesting such an assessment may be lengthy and costly. If we were unsuccessful in disputing the assessment, the implications could be materially adverse to us and affect our anticipated effective tax rate or operating income. We could be required to pay substantial penalties and interest where applicable. The Company is currently under examination by the Internal Revenue Service for our 2019-20222019–2022 tax returns.

If a corporation undergoes an “ownership change” within the meaning of Section 382 of the Internal Revenue Code of 1986, as amended, its net operating loss carryforwards and certain other tax attributes arising from before the ownership change are subject to limitations on use after the ownership change. In general, an ownership change occurs if a cumulative change in the corporation’s equity ownership by certain stockholders exceeds 50 percentage points over a rolling three-year period. Similar rules may apply under state tax laws. OwnershipFuture ownership changes in the future could result in additional limitations on our net operating loss carryforwards. Consequently, we may not be able to utilize a material portion of our net operating loss carryforwards and other tax attributes to offset our tax liabilities, which could have a material adverse effect on our cash flows and results of operations.

The U.S. and global economy, as well as our business and results of operations, may be negatively impacted by a variety of factors, including inflation, highvariable interest rates, supply chain, and labor disruptions, tariffs and other trade barriers or restrictions, decreased consumer spending, unemployment rates, banking instability, political instability or social unrest, reduced federal and state government spending on healthcare programs, geopolitical events and uncertainty,uncertainty (such as the Ukraine-Russia conflict and Israel-Hamas war,war), any downgrades in the U.S. government’s sovereign credit rating, a prolonged shutdown of the U.S. federal government, public health crises, and an economic downturn or recession. A downturn in economic conditions could have a material adverse effect on our results of operations, financial condition, business prospects, and stock price. In addition, any potential period of extended or increased job losses in the U.S. as a result of adverse economic conditions, including economic deterioration or changes in immigration regulations, could ultimately result in a smaller percentage of our patients being covered by an employer group health plan and a larger percentage being covered by lower-paying government insurance programs or being uninsured. Historically, government budget limitations have resulted in reduced spending. Given that Medicaid is a significant component of state budgets, an economic downturn would put continued cost containment pressures on Medicaid outlays for healthcare services, including in California and other states where we operate. The existing federal deficit and continued deficit spending by the federal government could lead to reduced government expenditures, including for government-funded programs in which we participate, such as Medicare. An economic downturn and sustained unemployment may also impact the number of enrollees in managed care programs and the profitability of managed care companies, which could result in reduced reimbursement rates. Although we attempt to stay informed, any sustained failure to identify and respond to these trends could have a material adverse effect on our results of operations, financial condition, business, and prospects.

We may be required to take write-downs or write-offs, restructuring, and impairment, or other charges that could have a significant negative effect on our financial condition, results of operations, and stock price.

The Company may be forced to write-down or write-off assets in the future, restructure its operations, or incur impairment or other charges that could result in losses. Even though these charges may not have an immediate impact on our liquidity, the fact that we report charges of this nature could contribute to negative market perceptions about us or our securities.securities, and may make our future financingit difficult to obtain future financing on favorable terms or at all.

Our operations and performance depend primarily on economic conditions in the U.S. and in the states in which we operate, including California, Texas, Connecticut, Maryland, Georgia, Hawaii, and Nevada, andon their impact on purchases of, or capitated rates for, our healthcare services,services. and ourOur business is significantly exposed to risks associated with government spending and private payer reimbursement rates. A number of factors have negatively impacted the economy in recent years, including inflation, highvariable interest rates, supply chain, and labor disruptions, geopolitical events and uncertainty, unemployment rates, shutdowns of the U.S. federal government, and declines in consumer and business confidence, as well as private and government spending, together with significant reductions in the availability of and increases in the cost of credit and volatility in the capital and credit markets. Such factors have adversely affected, and could in the future adversely affect, the business and economic environment in which we operate and our profitability and could also adversely affect our patients’ spending habits, private payers’ access to capital, and governmental budgetary processes, which, in turn, could result in reduced revenue for us. The continuation or recurrence of any of these conditions may adversely affect our cash flows, results of operations, and financial condition. As economic uncertainty may continue in future periods,persist, our patients, private payers, and government payers may alter their purchasing activities of healthcare services. Our patients may scale back healthcare spending, and private and government payers may reduce reimbursement rates, which may also cause delay or cancellation ofcancel consumer spending foron discretionary and non-reimbursed healthcare. This uncertainty may also affect our ability to prepare accurate financial forecasts or meet specific forecasted results, and we may be unable to adequately respond to or forecast further changes in demand for healthcare services. Volatility and disruption of capital and credit markets may adversely affect our access to capital and increase our cost of capital. Should current economic and market conditions deteriorate, our ability to finance ongoing operations and our expansion may be adversely affected,affected; we may be unable to raise the necessary funds,funds; our cost of debt or equity capital may increase significantly,significantly; and future access to capital markets may be adversely affected.

Our financial statements are consolidated and include the accounts of our majority-owned subsidiaries and various non-owned affiliated physician groups that are VIEs, whose consolidation is effectuated in accordance with applicable accounting rules promulgated by the Financial Accounting Standards Board (“FASB”). Such accounting rules require that, under some circumstances, the VIE consolidation model be applied when a reporting enterprise holds a variable interest (e.g., equity interests, debt obligations, certain management, and service contracts) in a legal entity. Under this model, an enterprise must assess the entity in which it holds a variable interest to determine whether it meets the criteria to be consolidated as a VIE. If the entity is a VIE, the consolidation framework next identifies the party, if one exists,any, that possesses a controlling financial interest in the VIE,VIE and then requires that party to consolidate the VIEVIE, as it is the primary beneficiary. An enterprise’s determination of whether it has a controlling financial interest in a VIE requires that a qualitative determination be made,assessment and is not based solely based on voting rights. If an enterprise determines the entity in which it holds a variable interest is not subject to the VIE consolidation model, the enterprise should apply the traditional voting control model, which focuses on voting rights.

In the ordinary course of our business, we create, receive, maintain, transmit, collect, store, use, disclose, share, and process sensitive data, including PHI and other types of personal data or personally identifiable information (collectively, “PII” and, together with PHI, “PHI/PII”) relating to our patients, employees, vendors, and others. We also contract with third-party service providers to process sensitive information, including PHI/PII, confidential information, and other proprietary business information. We depend highlyheavily on information technology networks and systems, including the internet, to securely process PHI/PII and other sensitive data and information. Security breaches of this infrastructure, whether ours or of our third-party service providers, including physical or electronic break-ins, employee or service provider error, third-party action, including actions of foreign actors, insider attacks, phishing or denial-of-service attacks, the introduction of computer viruses and/or malicious or destructive code, ransomware or other malware, social engineering, malfeasance, other unauthorized physical or electronic access, or other vulnerabilities, could result in system disruptions, shutdowns or unauthorized access, acquisition, use, disclosure or modifications of such data or information, and could cause PHI/PII to be accessed, acquired, used, disclosed or modified without authorization, to be made publicly available, or to be further accessed, acquired, used or disclosed. Such incidents could also lead to widespread technology outages, interruptions, or other failures of operational communication or other systems globally and across companies and industries. We completed the Prospect Acquisition during 2025, and integrating the information technology, communications, and other systems could increase the risk of security breaches. To our knowledge, while we have experienced cyber incidents, we have not experienced any material breaches of our cybersecurity systems.

We use third-party service providers for important aspects of processing employee and patient PHI/PII and other confidential and sensitive data and information, and therefore rely on third parties to manage functions with material cybersecurity risks. Because we do not control our vendors or service providers and our ability to monitor their cybersecurity is limited, we cannot ensure the cybersecurity measures they take will be sufficient to protect any information we share with them or prevent any disruption arising from a technology failure, cyber-attack or other information or security breach. We depend on such parties to implement adequate controls and safeguards to protect against and report cyber incidents. If such parties fail to deter, detect or report cyber incidents in a timely manner, we may suffer from financial and other harm, including to our information, operations, performance, employees and reputation. In addition, because of the sensitivity of the PHI/PII and other sensitive data and information that we and our service providers process, the security of our technology platform and other aspects of our services, including those provided or facilitated by our third-party service providers, are important to our operations and business strategy. We have implemented certain administrative, physical, and technological safeguards to address these risks; however, such policies and procedures may not address certain HIPAA requirements or address situations that could lead to increased privacy or security risks. We may be required to expend significant capital and other resources to protect against security breaches, to safeguard the privacy, security, and confidentiality of PHI/PII and other sensitive data and information, to investigate, contain, remediate, and mitigate actual or potential security breaches, and/or to report security breaches to patients, employees, regulators, media, credit bureaus, and other third parties in accordance with applicable law and to offer complimentary credit monitoring, identity theft protection, and similar services to patients and/or employees where required by law or otherwise appropriate. Cyber-attacks are becoming more sophisticated and frequent, and we or our third-party service providers may be unable to anticipate these techniques or implement adequate protective measures against them or to prevent future attacks, and future cyber-attacks could go undetected and persist for an extended period of time. Furthermore, to the extent artificial intelligenceAI capabilities continue to improve and are increasingly adopted, they may be used to identify vulnerabilities and craft increasingly sophisticated cybersecurity attacks, including the use of generative artificial intelligenceAI to conduct more sophisticated social engineering attacks on the Company, suppliers or customers. In addition, vulnerabilities may be introduced from the use of artificial intelligenceAI by us and our third-party service providers.

A security breach, security incident, third-party outage, or privacy violation that leads to unauthorized use, disclosure, access, acquisition, loss, or modification of, or that prevents access to or otherwise impacts the confidentiality, security, or integrity of, patient or employee information, including PHI/PII that we or our third-party service providers process, or other confidential information could harm our reputation and business, compel us to comply with breach notification laws, cause us to incur significant costs for investigation, containment, remediation, mitigation, fines, penalties, settlements, notification to individuals, regulators, media, credit bureaus, and other third parties, complimentary credit monitoring, identity theft protection, training, and similar services to participants and/or employees where required by law or otherwise appropriate, for measures intended to repair or replace systems or technology and to prevent future occurrences. In addition, security breaches and incidentsincidents, and other compromises or inappropriate access to, or acquisition or processing of, PHI/PII or other sensitive data or information can be difficult to detect, and any delay in identifying such breaches or incidents or in providing timely notification of such incidents may lead to increased harm and increased penalties. While we carry cyber insurance, we cannot be certain that our coverage will be adequate for liabilities actually incurred, that insurance will continue to be available to us on economically reasonable terms, or at all, or that any insurer will not deny coverage as to any future claim.

We are increasingly dependent on technology systems to operate our business, reduce costs, and enhance customer service. These systems include complex software systems and hostedthird-party-hosted applications that are provided by third parties.applications. Software systems need to be updated on a regular basisregularly with patches, bug fixes, and other modifications. Hosted applications are subject to service availability and the reliability of hosting environments. We also migrate from legacy systems to new systems from time to time. Maintaining existing software systems, implementing upgrades, and converting to new systems are costly and require personnel and other resources. The implementation of these systems upgrades and conversions is a complex and time-consuming project involving substantial expenditures for implementation activities, consultants, system hardware, and software, so it often requires transforming our current business and processes to conform to new systems, and therefore, may take longer, be more disruptive, and cost more than forecast and may not be successful. If the implementation is delayed or otherwise is not successful,unsuccessful, it may hinder our business operations and negatively affect our financial condition and results of operations. There are many factors that may materially and adversely affect the schedule, cost, and execution of the implementation process, including, without limitation, problems in the design and testing of new systems; system delays, malfunctions and third-party outages; the deviation by suppliers and contractors from the required performance under their contracts with us; the diversion of management attention from our daily operations to the implementation project; reworks due to unanticipated changes in business processes; difficulty in training employees in the operation of new systems and maintaining internal control while converting from legacy systems to new systems; and integration with our existing systems. Some of such factors may not be reasonably anticipated or may be beyond our control.

We may face risks associated with our use of certain artificial intelligenceAI and machine learning models.

Our business utilizes artificial intelligence (“AI”) and machine learning technologies, to add AI-based applications to our offeringofferings and to drive efficiencies in our business. Further, certain of our third-party vendors utilize AI and machine learning technologies in furnishing services to us. As with many technological innovations, AI presents risks and challenges that could affect its adoption, and therefore our business. Our offerings utilize, and we plan to further examine, develop and introduce,introduce machine learning algorithms, predictive analytics, and other AI technologies to offer new applications, upgrade our solutions and enhance our capabilities, among other things, to identify trends, anomalies and correlations, provide alerts and initiate business processes. If these AI or machine learning models are incorrectly designed, the performance of our products, services, and business, as well as our reputation, could suffersuffer, or we could incur liability through the violation of laws or contracts to which we are a party.

Additionally, we may make future investments in adopting AI and machine learning technologies across our business. AI and machine learning technologies are complex and rapidly evolving, and we face significant competition from other companies in our industry as well as an evolving regulatory landscape. Our efforts in developing AI and machine learning technologytechnologies may not succeed, and our competitors may be able to deploy thesuch technologytechnologies faster. We may further be exposed to competitive risks related to the adoption and application of new technologies by established market participants orparticipants, new entrants, and others. The speed of technological development may prove disruptive to our business if we are unable to maintain the pace of innovation.

In addition, market acceptance of artificial intelligenceAI and machine learning technologies is uncertain. These efforts, including the introduction of new products or changes to existing products, may result in new or enhanced governmental or regulatory scrutiny, litigation, ethical concerns, or other complications that could adversely affect our business, reputation, or financial results. Changes to existing regulations, their interpretation or implementationimplementation, or new regulations could impede our use of AI and machine learning technologytechnologies and may also may increase our estimated costs in this area. In addition, market acceptance of AI and machine learning technologies is uncertain, and we may be unsuccessful in our product development efforts. Any of these factors could adversely affect our business, financial condition, and results of operations. To compete effectivelyeffectively, we must also be responsive to technological change, potential regulatory developments, and public scrutiny.

If our internal control over financial reporting is not considered effective,effective or material weaknesses are not remediated on a timely basis, our business and stock price could be adversely affected.

Section 404 of the Sarbanes-Oxley Act of 2002 requires us to evaluate the effectiveness of our internal control over financial reporting as of the end of each fiscal year, and to include a management report assessing the effectiveness of our internal control over financial reporting in our Annual Report on Form 10-K for that fiscal year. Section 404 also requires our independent registered public accounting firm to attest to, and report on, management’s assessment of our internal control over financial reporting. Our management, including our principal executive officer and principal financial officer, does not expect that our internal control over financial reporting will prevent all errors and fraud. A control system, no matter how well-designed and operated, can provide only reasonable, not absolute, assurance that the control system’s objectives will be met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud involving a company have been, or will be, detected. The design of any control system of controls is based in part on certain assumptions about the likelihood of future events, and we cannot assure you that any design will succeed in achieving its stated goals under all potential future conditions. Over time, controls may become ineffective because of changes in conditions or deterioration in the degree of compliance with policies or procedures. The integration of acquisitions may also exacerbate the risks of ineffective controls. Because of the inherent limitations inof a cost-effective control system, misstatements due to error or fraud may occur and notgo be detected, such as those that resulted in the restatement of certain of our previously issued consolidated financial statements and related material weakness in August 2023. We identified a material weakness in our internal control over financial reporting in connection with the restatement, and we cannot assure you that we or our independent registered public accounting firm will not identify a material weakness in our internal controls in the future. A material weakness in our internal control over financial reporting would require management and our independent registered public accounting firm to consider our internal controls as ineffective. We cannot provide any assurance that we will be able to maintain adequate controls over our financial processes and reporting in the future or that we will not identify significant deficiencies and/or material weaknesses in our internal control over financial reporting in the future. Any failure of our internal controls could result in material misstatements in our consolidated financial statements, significant deficiencies, material weaknesses, costs, failure to timely meet our periodic reporting obligations and erosion of investor confidence. Such failure could also negatively affect the market price and trading liquidity of our common stock, subject us to civil and criminal investigations and penalties and could have a material adverse effect on our business, financial condition, results of operations or cash flow.undetected.

We operate several leased premises. There is no assurance that we will be able to continue to occupy such premises in the future. For example, we currently rent our corporate headquarters on a month-to-month basis. We could thus spend substantial resources to meet the current landlords’ demands or look for other premises. We may be unable to timely renew such leases or renewto themdo so on favorable terms, if at all. If any current lease is terminated or not renewed, we may be required to relocate our operations at substantial costs or incur increased rental expenses, which could adversely affect our business, financial condition, and results of operationsoperations. .InIn addition, our leased locations could be impacted by natural disasters, such as wildfires, changes in climate, and other catastrophic events, such as the recent California wildfires.events. Although preventative measures may help to mitigate damage from these types of catastrophic events, we cannot provide any assurance that any measures we may take will be successful, and delays in recovery may be significant. In addition, the insurance we maintain may not be adequate to cover our losses resulting from any business interruption, including those resulting from a natural disaster or other severe weather event, and recurring extreme weather events or other adverse events could reduce the availability or increase the cost of insurance.

Our success depends, to a significant degree, upon our ability to adapt to the ever-changing healthcare industry and the continued development of additional services.

Although we provide a broad and competitive range of services, there can be no assurance of acceptance of our services by the marketplace. Our ability to procure new contracts may bedepend dependent uponon the continuingcontinued results achieved at the current facilities, upon pricing and operational considerations, and the potential need for continuingongoing improvement to our existing services. Moreover, the markets for our new services may not develop as expected nor can there be any assurance that we will be successful in marketing or achieving market acceptance of any such services.

Our reputation could be adversely impacted by environmental, socialsustainability and governancesocial policies and practices.

The increasedlegislative focus by stakeholders on our environmental, socialenvironment and governancestakeholders’ views relating to sustainability and social policies and practices, including corporate citizenship and sustainability,citizenship, could result in additional costs, and could adversely impact our reputation, consumer perception, employee retention, and willingness of third parties to do business with us. Additionally, public interest and legislative pressure related to public companies’ environmental, social and governance practices continues to grow – forFor example, California has adopted climate disclosure laws that impose different broad and far-reaching climate disclosure obligations, which could materially impact us. If our environmental, socialsustainability and governancesocial policies and practices fail to meet regulatory requirements or stakeholders’ evolving expectations and standards for responsible corporate citizenship, our reputation and employee retention may be negatively impacted. At the same time, there exists anti-environmental, social and governance sentiment among certain stakeholders and government institutions, and we may face scrutiny, reputational risk, lawsuits or market access restrictions from these parties regarding any environmental, socialsustainability and governancesocial initiatives we may adopt. The effects of climate change and increased focus by stakeholders on sustainability matters could have short- and long-term impacts on our business, operations and reputation. Among other things, we could incur substantial costs and require additional resources to monitor, report, and comply with various environmental, socialsustainability and governancesocial practices, laws, and regulations, including theCalifornia’s climate disclosure laws adopted in California.laws. Inconsistency ofin legislation and regulations amongacross jurisdictions, including anti-environmental, social and governance policies or legislation, and expectedanticipated additional regulations may also affect the costs of compliance with such laws and regulations.

Our business strategy is to grow rapidly by building a network of medical groups and integrated physician networks and is significantly dependent on locating and acquiring, partnering, or contracting with medical practices to provide healthcare delivery services. We seek,seek and have actively been engaging in,pursue growth opportunitiesopportunities, both organically and through acquisitions of or alliances with other medical service providers. As part of our growth strategy, we regularly review potential strategic opportunities, including acquisitions, partnerships, investments, and divestitures. Identifying and establishing suitable strategic relationships is time-consuming and costly. There can be no assurance that we will be successful. We cannot guarantee that we will be successful in pursuing or completing such strategic opportunities or assureprovide assurances as to the consequences of any strategic transactions. If we fail to properly evaluate and execute strategic transactions properly,transactions, we may not achieve the anticipated benefits and may incur increased costs.

Upon completing strategic transactions, we may not be able to establish suitable strategic relationships, may fail to integrate them into our business or otherwise may not be able to realize the expected benefits of such transactions. We cannot be certain of the extent of any unknown, undisclosed, or contingent liabilities of any acquired business, including liabilities for failure to comply with applicable laws. We may incur material liabilities forarising from past activities fromrelated to strategic relationships. Also, depending on the location of the strategic transactions, we may be required to comply with laws and regulations that may differ from those in the states in which we currently operate.

We may form strategic relationships with medical practices that operate with lower profit margins as compared with ours or that have a different payer mix than our other practice groups, which would reduce our overall profit margin. Depending upon the nature of the local market, we may not be able to implement our business model in every local market that we enter, which could negatively impact our revenues and financial condition.

We may experience difficulties in integrating acquisitions and other strategic transactions as planned, including incorporating acquired businesses and operations into our accounting, internal control, and financial reporting systems, which could, among other things, lead to untimely SEC filings, damage our reputation, delay realizing the benefits of our strategies for an acquired business, limit our access to capital, and negatively impact our financial results. For example, we corrected our preliminary financial results for the fiscal year ended December 31, 2024 to reflect adjustments relating to certain acquisitions completed in the fourth quarter of 2024.

Astrana Health, Inc. is a leading physician-centric, technology-powered, risk-bearing healthcare management company. Leveraging its proprietary population health management and healthcare delivery platform, Astrana operates an integrated, value-based healthcare model, whichthat aims to empower the providers in its network to deliver the highest quality of care to its patients in a cost-effective manner. Together with our affiliated physician groups and consolidated entities, we cost-effectively provide coordinated outcomes-based medical care.

Through our risk-bearing organizations (“RBOs”) with more than 10,00020,000 contracted physicians, we were responsible for coordinating the care for approximately 1.11.6 million patients, primarily in California, as of December 31, 2024.2025. These covered patients are comprised of managed care members whose health coverage is provided either through their employers, acquired directly from a health plan, or as a result of their eligibility for Medicaid or Medicare benefits. Our managed patients benefit from an integrated approach that places physicians at the center of patient care and utilizes sophisticated risk management techniques and clinical protocols to providedeliver high-quality, cost-effective care.

Acquired and To Be Acquired Businesses and Assets

Our revenue, which is recorded in the period induring which services are rendered and earned, generally on a monthly basis, primarily consists of capitation revenue, risk pool settlements and incentives, management fee income, and fee-for-services (“FFS”) revenue.revenue, and other revenue primarily consisting of revenues earned from maternity care and Hospital Quality Assurance Fee Program (“HQAF”). The form of billing and related collection risk for such services may vary by revenue type of revenue and the customer.

Our Adjusted EBITDA and Adjusted EBITDA margin are supplemental performance measures of our operations for financial and operational decision-making, and are used as a supplemental means of evaluating period-to-period comparisons on a consistent basis. Adjusted EBITDA is calculated as earnings before interest,interest expense, interest income, income taxes, depreciation, and amortization, excluding income or loss from equity method investments, non-recurring and non-cash transactions, and stock-based compensation,compensation. andWe costs that were solely for the benefit of APC shareholders (“Excluded Assets”). The Company definesdefine Adjusted EBITDA margin as Adjusted EBITDA over total revenue.

Our total revenue in 20242025 was $2,034.5$3,181.8 million, as compared to $1,386.7$2,034.5 million in 2023,2024, an increase of $647.9$1,147.2 million or 47%.56%. The increase in total revenue was primarilypartially attributable to the acquisition of Prospect, which contributed approximately $616.3 million of revenue from the acquisition date. In addition, capitation revenue increased by $539.0 million primarily as a result of our recent2024 acquisitions within our Care Partners segment, along with enrollees transitioning to full risk through the Company’sour Restricted Knox-Keene plans.

Expenses related to the cost of services, excluding depreciation and amortization, in 20242025 were $1,763.2$2,840.2 million, compared to $1,171.7$1,763.2 million in 2023,2024, an increase of $591.4$1,077.1 million or 50%.61%. The overall increase was primarily due to increased participation in a value-based Medicare FFS model,model and medical costs associated with both professional and institutional risk of our Restricted Knox-Keene licensed health plan,plan andas increaseda patientresult visits,of our recent acquisitions, of which wereProspect commensuratecontributed toapproximately our$538.3 increasemillion infrom revenue.the date of acquisition.

General and administrative expenses in 20242025 were $154.1$217.3 million, compared to $112.6$154.1 million in 2023,2024, an increase of $41.5$63.1 million or 37%.41%. This increase was primarily due to anapproximately increase$30.9 inmillion headcount and personnel-related costs to supportfrom the continuedinclusion growthof inProspect’s results of operations from the depth and breadthdate of ouracquisition, operations and nonrecurringtransaction costs related to acquisitions.our acquisitions that were driven by the Prospect Acquisition in 2025, as well as other general and administrative expenses to support operational growth.

Income from equity method investments in 20242025 was $4.5$1.7 million, compared to $5.6$4.5 million in 2023,2024, a decrease of $1.1$2.7 million. This amount includes the Company’s portion of the equity method investment’s net earnings or losses. The decrease was primarily due to a decrease in income from APC’s equity method investment in LaSalle Medical Associates –and IPAreduced Lineincome pickup due to the sale of Business.our equity method investment in CAIPA MSO, LLC.

Interest income in 20242025 was $14.5$12.2 million, compared to $14.2$14.5 million in 2023,2024, ana increasedecrease of $0.3$2.4 million. Interest income reflects interest earned on cash held in bank accounts, money market and certificate of deposit accounts, and theon our loans receivable. The change in interest fromincome ourwas loanprimarily receivables.due to decreases in interest rates related to cash held in interest-bearing bank accounts.

Other (Loss) Income

Provision for income taxes was $15.5 million in 2025, as compared to $30.9 million in 2024, as compared to $32.0 million in 2023, a decrease of $1.1$15.4 million. The decrease in theprovision for income taxtaxes expense iswas primarily relateddue to thea benefitsdecrease associatedin withpre-tax the 2023 tax structuring.income.

Net Income (Loss) Attributable to Noncontrolling Interests

Net income attributable to non-controlling interests was $6.8$1.6 million in 2024,2025, as compared to a net lossincome of $2.9$6.8 million in 2023,2024, ana increasedecrease of $9.7$5.2 million. The increasedecrease was primarily attributable to absence of expenses incurreddriven by APC’sa Excluded Assets since they were spun-offdecrease in 2023.net income.

Net income attributable to Astrana Health, Inc. was $43.1$22.5 million in 2024,2025, as compared to net income of $60.7$43.1 million in 2023,2024, a decrease of $17.6$20.7 million.million, Thedriven by a decrease wasin primarilyour dueoperating toincome and an increase in our interest expenseexpense, partially offset by a decrease in our provision for income taxes and a decrease in net income attributable to noncontrolling interests and partially offset by an increase in unrealized gain on investments.interests.

See Part II, Item 7. “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Results of Operations” of our Annual Report on Form 10-K for the year ended December 31, 20232024 filed with the SEC on FebruaryMarch 29,14, 20242025, for a discussion of the Company’sour results of operations during the year ended December 31, 20232024, compared to the year ended December 31, 2022.2023.

TheWe Company hashave three reportable segments: Care Partners, Care Delivery, and Care Enablement. TheWe Company evaluatesevaluate the performance of itsour operating segments based on segment revenue growth and operating income. Management uses revenue growth and total segment operating income as a measuremeasures of the performance of operating businessesbusinesses, separate from non-operating factors. We integrated the Prospect Acquisition into our three reportable segments. For more information about our segments, see Note 1 — “Description of Business” and Note 20 — “Segments” to our consolidated financial statements under Item 8 in this Annual Report on Form 10-K for additional information.

Our business, financial condition, and operating results are affected by a number of factors, whether currently known or unknown, including risks specific to us or the healthcare industry, as well as risks that affect businesses in general. In addition to the information set forth in this Quarterly Report on Form 10-Q, you should carefully consider the factors discussed in Part I, Item 1A, “Risk FactorsFactors,” in our Annual Report on Form 10-K for the year ended December 31, 2025, filed with the SEC on March 12, 2026. The risks disclosed in such Annual Report could materially adversely affect our business, financial condition, cash flows, or results of operations, and thus our stock price. These disclosures reflect our beliefs and opinions as to factors that could materially and adversely affect the Company and its securities in the future. References to past events are provided by way of example only and are not intended to be a complete listing or a representation as to whether or not such factors have occurred in the past or their likelihood of occurring in the future. We believe there have been no material changes in our risk factors from those disclosed in the Annual Report. However, additional risks and uncertainties not currently known or which we currently deem to be immaterial may also materially adversely affect our business, financial condition, or results of operations.

The following Management’s Discussion and Analysis of Financial Condition and Results of Operations should be read in conjunction with the unaudited condensed consolidated financial statements and the notes thereto included in Part I, Item 1, “Condensed Consolidated Financial StatementsStatements,” of this Quarterly Report on Form 10-Q. In addition, reference is made to our audited consolidated financial statements and notes thereto and related Management’s Discussion and Analysis of Financial Condition and Results of Operations included in our Annual Report on Form 10-K for the year ended December 31, 2025, filed with the SEC on March 12, 2026.

Astrana is a leading physician-centric, AI-powered, risk-bearing healthcare management company. Leveraging itsour proprietary population health management and healthcare delivery platform, Astranawe operatesoperate an integrated, value-based healthcare model,model that aims to empower the providers in itsour network to deliver the highest quality of care to its patients in a cost-effective manner. Together with our affiliated physician groups and consolidated entities, we cost-effectively provide coordinated outcomes-based medical care.

Through our risk-bearing organizations with more than 20,000 contracted physicians, we were responsible for coordinating the care for approximately 1.551.5 million patients as of MarchJune 31,30, 2026. These covered patients are managed care members whose health coverage is provided either through their employers, directly from a health plan, or as a result of their eligibility for Medicaid or Medicare benefits. Our managed patients benefit from an integrated approach that places physicians at the center of patient care and utilizes sophisticated risk management techniques and clinical protocols to deliver high-quality, cost-effective care.

Adjusted EBITDA and Adjusted EBITDA margin are supplemental performance measures of our operations for financial and operational decision-making,decision-making and are used as a supplemental means of evaluating period-to-period comparisons on a consistent basis. Adjusted EBITDA is calculated as earnings before interest expense, interest income, income taxes, depreciation, and amortization, excluding income or loss from equity method investments, non-recurring and non-cash transactions, and stock-based compensation. We define Adjusted EBITDA margin as Adjusted EBITDA over total revenue.

Adjusted Net Income Attributable to Astrana and Adjusted Earnings Per Share (“EPS”) -– Diluted

Our adjusted EPS -– diluted is a supplemental performance measure of our operations for financial and operational decision-making and is used as a supplemental means of evaluating period-to-period comparisons on a consistent basis. We define adjusted EPS -– diluted as adjusted net income attributable to Astrana over weighted average shares of common stock outstanding -– diluted. Adjusted net income attributable to Astrana is calculated as net income, excluding income or loss from equity method investments, non-recurring and non-cash transactions, stock-based compensation, amortization of intangibles, certain tax adjustments, and amounts related to net income or loss attributable to non-controlling interests.

As of MarchJune 31,30, 2026 and 2025, we managed a total of 29 and 2021 independent risk-bearing organizations, respectively, including both affiliated and non-affiliated. The total number of patients for whom we managed the delivery of healthcare services was approximately 1.551.5 million and 1.0 million as of MarchJune 31,30, 2026 and 2025, respectively.

Total revenueRevenue for the three months ended MarchJune 31,30, 2026,2026 was $965.1$972.5 million, as compared to $620.4$654.8 million for the three months ended MarchJune 31,30, 2025, an increase of $344.7$317.7 million,million or 56%.49%. The increase in revenue was partiallyprimarily attributable to the Prospect acquisition, which contributed $300.2$281.5 million of revenue from the acquisition date.revenue. In addition, capitation revenue increased by $46.4$45.0 million primarily as a result of enrollees transitioning to full risk through our Restricted Knox-Keene plans.

Expenses related to cost of services, excluding depreciation and amortization for the three months ended MarchJune 31,30, 2026,2026 were $859.4$868.5 million, as compared to $549.1$576.8 million for the same period in 2025, an increase of $310.3$291.7 million or 57%.51%. The overall increase was primarily due to $229.5 million from the acquisition of Prospect and increased participation in a value-based Medicare FFS model and medical costs associated with both professional and institutional risk of our Restricted Knox-Keene licensed health plans as a result of our recent acquisitions, of which Prospect contributed approximately $259.3 million from the date of acquisition.plans.

General and administrative expenses for the three months ended MarchJune 31,30, 2026,2026 waswere $61.7$54.2 million, as compared to $43.9$50.7 million for the same period in 2025, an increase of $17.8$3.4 million or 41%.7%. The increase was primarily due to $16.4$13.3 million from the inclusionacquisition of Prospect’s results of operations from the date of acquisitionProspect as well as other general and administrative expenses to support operational growth.

Depreciation and amortization expenses for the three months ended MarchJune 31,30, 2026,2026 were $15.5$15.6 million, as compared to $6.8$6.9 million for the same period in 2025, an increase of $8.6 million or 126%,125%, driven by $9.3$9.2 million due to the Prospect acquisition, primarily from the acquisition of its intangible assets. This amount includes depreciation of property and equipment and the amortization of intangible assets.

Income from equity method investments for the three months ended MarchJune 31,30, 2026,2026 was $1.7$0.5 million, as compared to a loss of $0.9$0.4 million for the same period in 2025. This amount includes our portion of the equity method investment’s net earnings and losses. This exhibited an increase to incomewas primarily due to Allied Physicians of California, a Professional Medical Corporation’s (“APC”) equity method investment in LaSalle Medical Associates and more favorable performance by our othernon-consolidated equity method investments.VIEs.

Interest expense for the three months ended MarchJune 31,30, 2026,2026 was $16.1$16.0 million, as compared to $7.3$7.4 million for the same period in 2025, an increase of $8.8$8.6 million or 120%.117%. The increase in interest expense was primarily due to the increased borrowings under the Second Amended and Restated Credit Facility to finance the Prospect acquisition, partially offset by a decrease in interest rates on our floating-rate debt. Our outstanding borrowings, as of MarchJune 31,30, 2026, increased to $1,040.3$948.3 million on the Second Amended and Restated Credit Facility from $412.0$408.9 million borrowed under the facility as of MarchJune 31,30, 2025. The interest ratesrate on the Term Loans and $100.0 million of the Revolver Loan werewas 5.67%,5.64% andas of June 30, 2026. As of June 30, 2025, the interest rate onfor $22.0the millionTerm ofLoans and the Revolver Loan was 5.68% as of March 31, 2026. As of March 31, 2025, the interest rates for the Term Loan and the Revolver Loan were 5.82%.6.08%.

Interest income for the three months ended MarchJune 31,30, 2026,2026 was $3.8$5.9 million, as compared to $2.3 million for the same period in 2025, an increase of $1.5$3.6 million or 65%.153%. Interest income reflects interest earned on cash held in bank accounts, money market and certificate of deposit accounts, and the interest from our loans receivable. The change in interest income was primarily due to an increase in our cash held in interest bearing bank accounts, including $0.5$1.1 million of interest income related to cash accounts from the Prospect acquisition.

Unrealized gain on investments for the three months ended MarchJune 31,30, 2026, as compared to the same period in 2025, increased $1.1$4.7 million primarily due to the change in fair value of our interest rate swap.swap and the change in fair value of our financing obligation.

Other incomeloss for the three months ended MarchJune 31,30, 2026,2026 was $0.7$2.3 million, as compared to other lossincome of $5.1$1.1 million for the same period in 2025, ana increasedecrease in other income of $5.7$3.4 million or 113%.303%. The increasedecrease in other income was primarily due to debt issuance costs incurred in connection with the Second Amended and Restated Credit Facility in 2025. No similar transaction occurredaccrual for thea threenon-routine monthslegal ended March 31, 2026.matter.

Provision for income taxes was $6.6$8.8 million for the three months ended MarchJune 31,30, 2026, as compared to $3.4$6.6 million for the same period in 2025, an increase of $3.2$2.1 million primarily due to an increase in pre-tax income.

NetProvision lossfor attributableincome totaxes non-controllingwas interests$15.3 million for the threesix months ended MarchJune 31,30, 2026, was $1.3 million, as compared to $0.5$10.0 million for the same period in 2025, an increase of $0.8$5.3 million.million Theprimarily due to an increase was primarily driven by losses in APC.pre-tax income.

Our net income attributable to Astrana Health, Inc.,Inc. for the three months ended MarchJune 31,30, 2026,2026 was $14.4$19.7 million, as compared to $6.7$9.4 million for the same period in 2025, an increase of $7.7$10.3 million.

AdjustedOur EBITDAnet income attributable to Astrana Health, Inc. for the threesix months ended MarchJune 31,30, 2026,2026 was $66.3$34.2 million, as compared to $36.4$16.1 million for the same period in 2025, an increase of $29.9$18.1 million, and was primarily due to the Prospect acquisition.million.

We currently have three reportable segments consisting of Care Partners, Care Delivery, and Care Enablement. We evaluate theSegment performance ofis our operating segmentsevaluated based on segment revenue growth as well asand operating income. Management uses revenue growth and total segment operating income as a measure of the performance of operating businesses, separate from non-operating factors. For more information about our segments, seeSee Note 17 — “Segments” to our unaudited condensed consolidated financial statements under Item 1 in this Quarterly Report on Form 10-Q for additional information.

The following tabletables setsset forth our revenue and operating income (loss) by segment for the three and six months ended MarchJune 31,30, 2026 and 2025 (in thousands):

Revenue for the three months ended MarchJune 31,30, 2026,2026 was $909.7$932.8 million, as compared to $601.0$631.4 million for the three months ended MarchJune 31,30, 2025, an increase of $308.8$301.4 million. Operating income for the three months ended MarchJune 31,30, 2026,2026 was $39.5$42.9 million, as compared to $44.2$49.7 million for the three months ended MarchJune 31,30, 2025, a decrease in operating income of $4.8$6.8 million. The increase in revenue was primarily due to recentour acquisitions within our Care Partners segment, including $266.5$252.3 million in revenue from the Prospect acquisition, and members transitioning to full risk through our Restricted Knox-Keene plans. The decrease in operating income was primarily due to slightly higher growth in our cost of servicesclaims expense comparedreflecting totypical correspondingquarterly revenueutilization related to our increased participation in value-based care and medical costs associated with both professional and institutional risk of our Restricted Knox-Keene licensed health plans.patterns.

Revenue for the three months ended MarchJune 31,30, 2026,2026 was $85.1$74.7 million, as compared to $33.4$38.4 million for the three months ended MarchJune 31,30, 2025, an increase of $51.7$36.3 million. Operating loss for the three months ended MarchJune 31,30, 2026,2026 was $3.0 million, as compared to lossoperating income of $3.1$2.1 million for the three months ended MarchJune 31,30, 2025, ana increasedecrease in operating income of $0.1$5.1 million. The increase in revenue was primarily driven by $49.9$36.0 million of revenue from the inclusion of Prospect, as well as an increased volume in patient visits and continued investments at our primary, multi-specialty, and ancillary Care Delivery entities. The decrease in operating income was driven by increased costs to support the growth of our Care Delivery business.

Revenue for the three months ended MarchJune 31,30, 2026, was $87.7$85.6 million, as compared to $39.6$40.9 million for the three months ended MarchJune 31,30, 2025, an increase of $48.2$44.7 million. Operating income for the three months ended MarchJune 31,30, 2026 was $20.2$16.4 million, as compared to operating income of $3.5$1.8 million for the three months ended MarchJune 31,30, 2025, an increase of $16.6$14.6 million. The increaseincreases in revenue and operating income waswere primarily due to managingthe moreaddition IPAsof Prospect, which contributed $36.7 million in ourrevenue, and management fees earned from increased Care Partners segmentrevenue and through new external contracts, including those acquired through Prospect, including $40.8 million in revenue and $13.6 million in operating income contributed by the Prospect acquisition. As of March 31, 2026 and 2025, the total number of affiliated physician groups we managed were 29 and 20 groups, respectively.contracts.

Set forth below are reconciliations of Net Income to EBITDA and Adjusted EBITDA, as well as the reconciliations to Adjusted EBITDA margin for the three and six months ended MarchJune 31,30, 2026 and 2025.

Other, net, for the three months ended MarchJune 31,30, 2025,2025 relates to debt issuance costs expensed in connection with our Second Amendedtransaction and Restated Credit Facility, transactionother costs for our acquisition of Prospect, certain costs for some of our acquisitions, non-cash changes related to changeour acquisitions including Prospect, non-cash changes in the fair value of our call option and collar agreement, and severance fees incurred.severance.

Reconciliation of Net Income to Adjusted Net Income Attributable to Astrana and Adjusted EPS -– Diluted