agilon health (AGL) risk factors, FY2025 10-K

Risks Related to Our Business

1. 01We have a history of net losses, we anticipate increasing expenses in the future, and we may not achieve or maintain profitability
2. 02We may be unsuccessful in executing our operating strategies, or we may not achieve results consistent with our historical performance
3. 03Amounts of medical expenses that are incurred on behalf of our members may exceed the amount of medical revenues we receive to provide care for such members
4. 04As we expand into new geographies, we may be unable to secure contracts with MA payors, or such contracts may be established at less favorable financial terms than are necessary to meet our financial targets
5. 05We incur startup costs during the initial stages of development of our physician partner relationships and program initiatives, and if we are unable to maintain and grow these physician partner relationships or program initiatives over time, we may not recover these costs
6. 06We may require substantial additional capital to support our business in the future, which might not be available on acceptable terms, or at all92% rewritten
7. 07A significant reduction in membership could adversely affect our business, financial condition, cash flows, and results of operations because our payor contracts compensate us on a per-member basis. Many factors that could cause such a reduction are outside our control
8. 08The transition to a Total Care Model may be challenging for physician partners21% rewritten
9. 09Our estimates of our members’ risk adjustment factors, medical services expense, incurred but not reported claims, and earnings pursuant to payor contracts could be inaccurate44% rewritten
10. 10Public health crises, such as COVID-19, could adversely affect us
11. 11Restrictive clauses in some of our contracts with physician partners may prohibit us from establishing new RBEs within certain geographies in the future, and as a result, may limit our growth
12. 12Exclusivity provisions in some of our agreements with physician partners could subject us to investigations or litigation
13. 13We rely on our management team and key employees, and our business, financial condition, cash flows, and results of operations could be harmed if we are unable to hire and retain qualified personnel
14. 14We may never realize the full value of our intangible assets, which could cause us to record impairments that may negatively affect our financial condition and results of operations
15. 15Security breaches, cybersecurity attacks, loss of data and other disruptions to our information systems could compromise sensitive information related to our business and expose us to liability, which could adversely affect our operations, financial condition, cash flows and results of operation52% rewritten
16. 16If we are unable to protect the confidentiality of our know-how and other proprietary and internally developed information, our operations could be adversely affected
17. 17Our subsidiaries’ lack of performance or ability to fund their operations could require us to fund such losses

Risks Related to Our Reliance on Third Parties

1. 18We are economically dependent on maintaining our contracts with a limited number of key payors
2. 19Our contracts with our payors are for limited terms and may not be renewed upon their expiration66% rewritten
3. 20We rely on our payors for timely and accurate membership attribution and assignment, data and reporting, and claims payment, each of which directly impacts our financial performance49% rewritten
4. 21provide to us, we and our physician partners may not be able to effectively manage the care of our members, operate our business, or forecast our expected profitabilityNew
5. 22We are dependent on physician partners and other providers to effectively manage the quality and cost of care and perform obligations under payor contracts67% rewritten
6. 23Difficulties in obtaining accurate and complete diagnosis data could have adverse consequences
7. 24We rely on third-party software and data to operate our business and provide services to our members and physician partners, and any restrictions on our use of, or ability to license, such third-party resources could adversely affect our business, financial condition, cash flows, and results of operations

Risks Related to Our Industry and Government Programs

1. 25Consolidation in the healthcare industry could have a material adverse effect on our business, financial condition, cash flows, and results of operations
2. 26Uncertain or adverse economic and macroeconomic conditions, including a downturn or decrease in government expenditures, could have a material adverse effect on our business, financial condition, cash flows, and results of operations
3. 27We operate in a competitive industry, and if we are not able to compete effectively, our business, financial condition, cash flows, and results of operations will be harmed
4. 28Our compensation and reputation are dependent on government performance standards and benchmarks, some of which depend on factors outside our control
5. 29Regulatory proposals directed at containing or lowering the cost of healthcare, including the ACO REACH Model, and our participation, voluntary or otherwise, in such proposed models, could impact our business, financial condition, cash flows and operations
6. 30We, as well as our physician partners and affiliates, have in the past, and could in the future, be subject to federal and state investigations, audits and enforcement actions
7. 31We may be subject to regulatory inquiries and corrective action plans imposed by our payors and may be required to contribute a material amount of risk-bearing capital to our local operating subsidiaries
8. 32Repayment obligations arising out of payor audits, such as CMS RADV audits, can be significant and adversely impact reimbursement rates
9. 33CMS may modify the methodology utilized to determine revenue associated with MA members, including but not limited to the CMS Risk Adjustment Processing System for calculating risk adjustment factors, which could adversely impact us
10. 34Negative publicity regarding the managed healthcare industry generally could adversely affect our results of operations or business

Legal and Regulatory Risks

1. 35The healthcare industry is heavily regulated at the federal, state and local levels and government authorities may determine that we fail to comply with applicable laws or regulations and take actions against us
2. 36In addition, some of the governmental and regulatory bodies that regulate us may consider enhanced or new regulatory requirements or may seek to exercise their supervisory or enforcement authority in new or more robust ways. Any of these possibilities, if they occur, could adversely affect us
3. 37These and other healthcare laws and regulations that may affect us are further described in “Business—Healthcare and Other Applicable Regulatory Matters” in Item 1 of this Report
4. 38Our business development and member engagement activities may implicate laws and regulations regarding marketing, beneficiary inducements, telemarketing and use of protected health information, a violation of which could subject us to significant penalties and have an adverse effect on our business
5. 39Certain failures by our physician partners to comply with these laws could have an adverse effect on us. We do not directly employ or control our physician partners, and accordingly any adverse effects on us regarding their noncompliance are out of our control and are uncertain and unpredictable
6. 40Our physician partners are subject to federal and state healthcare fraud and abuse laws and regulations
7. 41Failure to obtain or maintain an insurance license, a certificate of authority or an equivalent authorization allowing our participation in downstream risk-sharing arrangements with payors could subject us to significant penalties and adversely impact our operations24% rewritten
8. 42on our business, financial condition, cash flows, and results of operations. We have been the subject of regulatory inquiries regarding our compliance with the corporate practice of medicine doctrine, and we cannot guarantee that we will not be subject to such inquiries in the futureNew
9. 43If we or our physician partners inadvertently employ or contract with an excluded person, we may face government sanctions
10. 44Changes in tax laws and regulations, or changes in related judgments or assumptions could materially impact our financial condition and results of operation

Risks Related to Our Indebtedness

1. 45Despite our indebtedness levels, we and our subsidiaries may incur substantially more indebtedness, which could increase the risks created by our indebtedness
2. 46The agreements and instruments governing our indebtedness contain restrictions and limitations that could significantly impact our ability to operate our business

Risks Related to Our Common Stock

1. 47agilon health is a holding company with no operations of its own, and it depends on its subsidiaries for cash to fund all of its operations and expenses, including to make future dividend payments, if any
2. 48Our stock price may be volatile or may decline regardless of our operating performance, resulting in substantial losses for investors of our common stock
3. 49If securities or industry analysts do not continue to publish research or reports about our business, if they adversely change their recommendations regarding our shares or if our results of operations do not meet their expectations, our stock price and trading volume could decline
4. 50Under our Certificate of Incorporation, CD&R and its affiliates and, in some circumstances, each of our directors and officers who is also a director, officer, employee, member or partner of CD&R and its affiliates, have no obligation to offer us corporate opportunities
5. 51Anti-takeover provisions in our Certificate of Incorporation and By-laws could discourage, delay or prevent a change of control of our company and may affect the trading price of our common stock
6. 52We do not intend to pay dividends on our common stock for the foreseeable future and, consequently, your ability to achieve a return on your investment depends on appreciation in the price of our common stock
7. 53The listing of shares of our common stock does not currently comply with the continued listing requirements of the NYSE, and if the NYSE delists our common stock, it could have an adverse impact on the trading, liquidity and market price of our common stockNew
8. 54On November 5, 2025, the Company received written notice (the “Notice”) from the NYSE that it is not in compliance with the Price Criteria for Capital or Common Stock because the average closing price of its common stock was less than $1.00 per share over a consecutive 30 trading-day period ended November 4, 2025New
9. 55We may face lawsuits not covered by insurance and related expenses may be material. The costs to defend and pay any judgment or settlement could negatively impact our business, financial condition, cash flows, and results of operations
10. 56We are currently subject to and could in the future be subject to securities class action litigation27% rewritten
11. 57Sustainability issues may impact our business, our financial outcomes, and our reputation