Form 8-K
8-K — Astrana Health, Inc.
Accession: 0001104659-26-123331
Filed: 2026-11-05
Period: 2026-11-05
CIK: 0001083446
SIC: 8742 (SERVICES-MANAGEMENT CONSULTING SERVICES)
Item: Results of Operations and Financial Condition
Item: Regulation FD Disclosure
Item: Financial Statements and Exhibits
Documents
8-K — tm2629047d1_8k.htm (Primary)
EX-99.1 — EXHIBIT 99.1 (tm2629047d1_ex99-1.htm)
EX-99.2 — EXHIBIT 99.2 (tm2629047d1_ex99-2.htm)
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8-K — FORM 8-K
8-K (Primary)
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington,
DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the
Securities Exchange Act of 1934
Date of report (Date of earliest event
reported): November 5, 2026
ASTRANA HEALTH, INC.
(Exact Name of Registrant as Specified in Charter)
Delaware
001-37392
95-4472349
(State or Other Jurisdiction
(Commission
(I.R.S. Employer
of Incorporation)
File Number)
Identification No.)
1668 S. Garfield Avenue, 2nd Floor, Alhambra, California 91801
(Address of Principal Executive Offices) (Zip Code)
(626) 282-0288
Registrant’s Telephone Number, Including
Area Code
(Former Name or Former Address, if Changed Since
Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
¨
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title
of each class
Trading
symbol(s)
Name
of each exchange on which registered
Common
Stock, $0.001 par value per share
ASTH
The Nasdaq Stock Market LLC
Indicate by check mark whether the registrant is an emerging growth
company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange
Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ¨
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
Item 2.02 Results of Operations and Financial Condition.
On November 5, 2026, Astrana Health, Inc. (the
“Company”) issued a press release announcing its financial results for the three and nine months ended September 30, 2026.
A copy of the press release is furnished with this Current Report on Form 8-K as Exhibit 99.1 and incorporated herein by reference.
The information furnished pursuant to this Item
2.02 to this Current Report on Form 8-K, including the exhibit, is being “furnished” and, as such, shall not be deemed to
be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”),
or otherwise subject to the liabilities of that section, nor shall it be incorporated by reference into any filing under the Securities
Act of 1933, as amended (the “Securities Act”), or the Exchange Act, except as shall be expressly set forth by specific reference
in such filing.
Item 7.01 Regulation
FD Disclosure.
The Company has scheduled a conference call and
webcast at 2:30 p.m. Pacific Time/5:30 p.m. Eastern Time on November 5, 2026 to discuss the Company’s financial results for the
three and nine months ended September 30, 2026. In addition to the press release, an earnings presentation will be made available on
the Company’s investor relations page at ir.astranahealth.com. A copy of the earnings presentation is furnished as Exhibit 99.2
to this Current Report on Form 8-K and incorporated herein by reference.
The information furnished pursuant to this Item
7.01 to this Current Report on Form 8-K, including the exhibit, is being “furnished” and, as such, shall not be deemed to
be “filed” for the purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities of that section, nor
shall it be incorporated by reference into any filing under the Securities Act or the Exchange Act, except as shall be expressly set forth
by specific reference in such filing.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit
No.
Description
99.1
Press Release of Astrana Health, Inc. Regarding
its Financial Results for the Three and Nine Months Ended September 30, 2026, dated November 5, 2026.
99.2
Supplemental Data of Astrana Health, Inc., dated November 5, 2026.
104
Cover Page Interactive Data File (the cover page XBRL tags are embedded within the inline XBRL document).
SIGNATURES
Pursuant to the requirements of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
ASTRANA HEALTH, INC.
Date: November 5, 2026
By:
/s/ Brandon K. Sim
Name:
Brandon K. Sim
Title:
Chief Executive Officer and President
EX-99.1 — EXHIBIT 99.1
EX-99.1
Filename: tm2629047d1_ex99-1.htm · Sequence: 2
Exhibit 99.1
Astrana Health, Inc. Reports Third Quarter
2026 Results
Company to Host Conference Call on Thursday,
November 5, 2026, at 2:30 p.m. PT/5:30 p.m. ET
· Reports
record revenue of $1,023.6 million, up 7% year-over-year, net income of $20.3 million, up
1,782% year-over-year, and record adjusted EBITDA(1) of $77.2 million, up 13%
year-over-year for the three months ended September 30, 2026
· Reports
net cash provided by operating activities of $117.1 million and free cash flow(2)
of $105.4 million for the nine months ended September 30, 2026
ALHAMBRA, Calif., November 5, 2026 /PRNewswire/
-- Astrana Health, Inc. (“Astrana,” and together with its subsidiaries and affiliated entities, the “Company”)
(NASDAQ: ASTH), a physician-centric, technology-enabled healthcare company empowering providers to deliver accessible, high-quality,
and high-value care to all, today announced its consolidated financial results for the third quarter ended September 30, 2026.
“Our third quarter results demonstrate
the growing impact of Astrana’s physician-centric, AI-native healthcare operating platform and our team’s continued focus
on execution,” said Brandon Sim, President and Chief Executive Officer of Astrana Health. “We delivered record revenue, record
adjusted EBITDA, and double-digit organic earnings growth while continuing to invest in the next phase of our growth. By combining proprietary
technology, aligned physician partnerships, and integrated care delivery, we’re building a scalable, repeatable model to improve
patient outcomes and manage the total cost of care – a value proposition that extends across payer and reimbursement models and
positions us to create sustainable long-term value for patients, physician partners, and shareholders.”
Financial Highlights for Third Quarter Ended September 30,
2026:
All comparisons are to the three months ended
September 30, 2025 unless otherwise stated.
· Total
revenue of $1,023.6 million, up 7% from $956.0 million
· Care
Partners revenue of $968.8 million, up 8% from $897.7 million
· Net
income attributable to Astrana of $13.0 million, up from $0.4 million
· Earnings
per share (“EPS”) - diluted of $0.26, up from $0.01
· Adjusted
EBITDA(1) of $77.2 million, up 13% from $68.5 million
· Adjusted
EPS - diluted(3) of $0.71, up 4% from $0.68
Financial Highlights for Nine Months Ended September 30, 2026:
All comparisons are to the nine months ended
September 30, 2025 unless otherwise stated.
· Total
revenue of $2,961.2 million, up 33% from $2,231.2 million
· Care
Partners revenue of $2,811.3 million, up 32% from $2,130.1 million
· Net
income attributable to Astrana of $47.1 million, up 186% from $16.5 million
· EPS
- diluted of $0.95, up 188% from $0.33
· Adjusted
EBITDA(1) of $212.4 million, up 39% from $153.0 million
· Adjusted
EPS - diluted(3) of $2.25, up 36% from $1.66
· Net
cash provided by operating activities of $117.1 million
· Free
cash flow(2) of $105.4 million
(1) See “Reconciliation of Net Income
to EBITDA, Adjusted EBITDA and Adjusted EBITDA Margin” and “Use of Non-GAAP Financial
Measures” below for additional information.
(2) See reconciliation provided with the condensed
consolidated statements of cash flows and “Use of Non-GAAP Financial Measures”
below for additional information.
(3) See “Reconciliation of Net Income
to Adjusted Net Income Attributable to Astrana and Adjusted EPS - Diluted” and
“Use of Non-GAAP Financial Measures” below for additional information.
Recent Operating Highlights
· Closed
the acquisition of an independent practice association in Georgia on October 1, 2026.
· Added
two Care Enablement clients, a provider group in Connecticut and a hospital in California,
with both expected to onboard onto Astrana's AI-powered technology and managed services platform
in early 2027.
· Entered
into several new Medicare Advantage payer partnerships effective January 1, 2027, with new
health plan partners in markets including Southern California, Texas, and Arizona, supporting
continued membership growth across the Astrana platform.
Segment Results for three months ended September 30,
2026:
All comparisons are to the three months ended
September 30, 2025 unless otherwise stated.
Three Months Ended
September 30, 2026
(in thousands)
Care
Partners
Care
Delivery
Care
Enablement
Intersegment
Elimination
Corporate
Costs
Consolidated
Total
Total revenues
$ 968,757
$ 91,017
$ 92,001
$ (128,159 )
$ —
$ 1,023,616
% change vs. prior year quarter
8 %
5 %
5 %
Cost of services
829,490
69,116
47,915
(46,453 )
—
900,068
General and administrative expenses
77,694
22,229
18,425
(81,713 )
31,412
68,047
Depreciation and amortization
12,480
1,263
1,226
—
653
15,622
Total expenses
919,664
92,608
67,566
(128,166 )
32,065
983,737
Income (loss) from operations
$ 49,093
$ (1,591 )
$ 24,435
$ 7 (1)
$ (32,065 )
$ 39,879
% change vs. prior year quarter
94 %
56 %
4 %
(1) Income from operations for the
intersegment elimination represents sublease income between segments. Sublease income is
presented within other income, which is not presented in the table.
2026 Guidance:
Based on the Company’s existing business,
current view of existing market conditions, and assumptions, the Company is providing guidance for total revenue and Adjusted EBITDA
for the quarter ending December 31, 2026 and narrowing guidance for total revenue, Adjusted EBITDA, and free cash flow for the year ending
December 31, 2026.
Three Months Ending
December 31, 2026
Year Ending
December 31, 2026
Guidance Range
Guidance Range
($ in millions)
Low
High
Low
High
Total revenue
$ 939
$ 1,039
$ 3,900
$ 4,000
Adjusted EBITDA
$ 48.5
$ 61.5
$ 261
$ 274
Free cash flow
$ 107.5
$ 130
See “Guidance Reconciliation of Net Income
to EBITDA and Adjusted EBITDA,” “Guidance Reconciliation of Net Cash Provided by Operating Activities to Free Cash Flow,”
and “Use of Non-GAAP Financial Measures” below for additional information. There can be no assurance that actual amounts
will not be materially higher or lower than these expectations. See “Forward-Looking Statements” below for additional information.
Conference Call and Webcast Information:
Astrana will host a conference call at 2:30 p.m.
PT/5:30 p.m. ET today (Thursday, November 5, 2026), during which management will discuss the results of the third quarter ended
September 30, 2026. To participate in the conference call, please use the following dial-in numbers about 5 minutes prior to the
scheduled conference call time:
U.S. & Canada
(Toll-Free):
+1 (877) 858-9810
International (Toll):
+1 (201) 689-8517
The conference call can also be accessed via webcast at: https://event.choruscall.com/mediaframe/webcast.html?webcastid=PPgZy93u
An accompanying slide presentation will be available
in PDF format on the “IR Calendar” page of the Company’s website (https://ir.astranahealth.com/news-events/ir-calendar)
after issuance of the earnings release and will be furnished as an exhibit to Astrana’s current report on Form 8-K to be filed
with the SEC, accessible at www.sec.gov.
Those who are unable to attend the live conference
call may access the recording at the above webcast link, which will be made available shortly after the conclusion of the call.
Note About Consolidated Entities
The Company consolidates entities in which it
has a controlling financial interest. The Company consolidates subsidiaries in which it holds, directly or indirectly, more than 50%
of the voting rights, and variable interest entities (“VIEs”) in which the Company is the primary beneficiary. Non-controlling
interests represent third party equity ownership interests in the Company’s consolidated entities (including certain VIEs). The
amount of net income or loss attributable to non-controlling interests is disclosed in the Company’s consolidated statements of
income.
About Astrana Health, Inc.
Astrana Health is a physician-centric, AI-powered
healthcare company committed to delivering high-quality, patient-centered care. Built from the physician's perspective, Astrana combines
its scalable care delivery infrastructure, proprietary technology platform, and aligned provider networks to enable proactive, preventive
care at scale - improving patient outcomes, enhancing patient experiences, supporting provider well-being, and driving greater value
across the healthcare system.
Today, Astrana supports more than 20,000 providers
and approximately 1.5 million patients in value-based care arrangements through its affiliated provider networks, management services
organization, and integrated care delivery clinics spanning primary, specialty, and ancillary care. Together, Astrana is building the
healthcare system we all deserve - one that delivers better care, better experiences, and better outcomes for all. For more information,
visit www.astranahealth.com.
Forward-Looking Statements
This press release contains forward-looking
statements within the meaning of the Private Securities Litigation Reform Act of 1995, such as statements about the Company’s guidance
for the quarter ending and the year ending December 31, 2026, ability to meet operational goals, ability to meet expectations in
deployment of care coordination and management capabilities, ability to decrease cost of care while improving quality and outcomes, ability
to deliver sustainable revenue and EBITDA growth as well as long-term value, ability to respond to the changing environment, statements
about the Company's liquidity, and successful completion and implementation of strategic growth plans, acquisition strategy, and merger
integration efforts, as well as statements regarding the material weakness in internal control over financial reporting and the Company’s
ability to remediate such material weakness in a timely manner. Forward-looking statements reflect current views with respect to future
events and financial performance and therefore cannot be guaranteed. Such statements are based on the current expectations and certain
assumptions of the Company’s management, and some or all of such expectations and assumptions may not materialize or may vary significantly
from actual results. Actual results may also vary materially from forward-looking statements due to risks, uncertainties and other factors,
known and unknown, including the risk factors described from time to time in the Company’s reports to the SEC, including, without
limitation the risk factors discussed in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025, and
subsequent quarterly reports on Form 10-Q. Any forward-looking statement made by the Company in this release speaks only as of the date
on which it is made. The Company undertakes no obligation to publicly update any forward-looking statement, whether as a result of new
information, future developments or otherwise, except as may be required by any applicable securities laws.
FOR MORE INFORMATION, PLEASE CONTACT:
Investor Relations
investors@astranahealth.com
ASTRANA HEALTH, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA)
September 30,
2026
December 31,
2025
(Unaudited)
Assets
Current assets
Cash and cash equivalents
$ 396,225
$ 429,474
Receivables, net (including amounts from related parties)
530,889
374,465
Income taxes receivable
—
1,799
Other receivables
20,384
26,385
Prepaid expenses and other current assets
29,348
26,264
Loans receivable
3,128
4,926
Total current assets
979,974
863,313
Non-current assets
Property and equipment, net
66,103
57,332
Intangible assets, net
229,533
270,968
Goodwill
889,390
865,305
Income taxes receivable, net of current portion
26,220
26,220
Loans receivable, net of current portion
49,374
48,724
Investments in other entities – equity method
27,015
25,637
Operating lease right-of-use assets
48,308
35,738
Other assets
27,515
25,424
Total non-current assets
1,363,458
1,355,348
Total assets (1)
$ 2,343,432
$ 2,218,661
Liabilities, Mezzanine Deficit, and Stockholders’ Equity
Current liabilities
Accounts payable and accrued expenses
$ 272,541
$ 195,912
Fiduciary accounts payable
3,694
3,524
Income taxes payable
2,561
—
Medical liabilities
418,181
335,705
Operating lease liabilities
10,612
7,809
Current portion of long-term debt
59,831
47,865
Other liabilities
18,648
24,458
Total current liabilities
786,068
615,273
Non-current liabilities
Deferred tax liability
7,635
5,491
Operating lease liabilities, net of current portion
41,392
31,552
Long-term debt, net of current portion and deferred financing costs
865,546
990,904
Other long-term liabilities
11,290
17,107
Total non-current liabilities
925,863
1,045,054
Total liabilities (1)
1,711,931
1,660,327
Mezzanine deficit
Non-controlling interest in Allied Physicians
of California, a Professional Medical Corporation (“APC”)
(236,801 )
(234,962 )
Stockholders’ equity
Preferred stock, $0.001 par value per share; 5,000,000 shares authorized; and zero
shares issued and outstanding as of September 30, 2026 and December 31, 2025
—
—
Common stock, $0.001 par value per share; 100,000,000 shares authorized, 49,320,378
and 48,885,358 shares issued and outstanding, excluding 10,724,258 and 10,571,011 treasury shares, as of September 30, 2026
and December 31, 2025, respectively
49
49
Additional paid-in capital
501,366
470,863
Retained earnings
355,204
308,379
Total stockholders’ equity
856,619
779,291
Non-controlling interests
11,683
14,005
Total equity
868,302
793,296
Total liabilities, mezzanine deficit, and
stockholders’ equity
$ 2,343,432
$ 2,218,661
(1) The Company’s
condensed consolidated balance sheets include the assets and liabilities of its consolidated
VIEs. The condensed consolidated balance sheets include (a) total assets of $1,314.6 million
and $1,276.5 million as of September 30, 2026 and December 31, 2025, respectively,
that can be used only to settle obligations of the Company’s consolidated VIEs and
(b) total liabilities of the consolidated VIEs of $382.6 million and $376.0 million as of
September 30, 2026 and December 31, 2025, respectively, for which creditors do
not have recourse to the general credit of Astrana Health, Inc., the VIE’s primary
beneficiary. These VIE balances do not include $218.1 million of investment in affiliates
and $8.6 million of amount due to affiliates as of September 30, 2026 and $152.2 million
of investment in affiliates and $58.3 million of amount due from affiliates as of December 31,
2025, as these are eliminated upon consolidation and not presented within the condensed consolidated
balance sheets.
ASTRANA HEALTH, INC.
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(IN THOUSANDS, EXCEPT SHARE AND PER SHARE AMOUNTS)
(UNAUDITED)
Three Months Ended
September 30,
Nine Months Ended
September 30,
2026
2025
2026
2025
Revenue
Capitation and other revenue, net
$ 1,023,616
$ 956,048
$ 2,961,237
$ 2,231,243
Operating expenses
Cost of services, excluding depreciation and amortization
900,068
858,856
2,627,923
1,984,756
General and administrative expenses
68,047
62,387
183,935
157,009
Depreciation and amortization
15,622
15,595
46,651
29,348
Total expenses
983,737
936,838
2,858,509
2,171,113
Income from operations
39,879
19,210
102,728
60,130
Other expense
Income from equity method investments
860
1,019
3,128
532
Interest expense
(15,021 )
(17,718 )
(47,120 )
(32,408 )
Interest income
4,147
3,522
13,870
8,170
Unrealized gain (loss) on investments
1,126
(807 )
6,942
(837 )
Other income (loss)
1,231
445
(408 )
(3,487 )
Total other expense, net
(7,657 )
(13,539 )
(23,588 )
(28,030 )
Income before provision for income taxes
32,222
5,671
79,140
32,100
Provision for income taxes
11,953
4,594
27,288
14,586
Net income
20,269
1,077
51,852
17,514
Net income attributable to non-controlling interests
7,317
704
4,725
1,026
Net income attributable to Astrana Health,
Inc.
$ 12,952
$ 373
$ 47,127
$ 16,488
Earnings per share – basic
$ 0.26
$ 0.01
$ 0.96
$ 0.34
Earnings per share – diluted
$ 0.26
$ 0.01
$ 0.95
$ 0.33
Weighted average shares of common stock outstanding – basic
49,230,686
49,217,134
49,070,359
49,005,363
Weighted average shares of common stock outstanding – diluted
49,915,989
49,473,417
49,586,343
49,311,384
Revenue consisted of the following (in thousands):
Three Months Ended
September 30,
Nine Months Ended
September 30,
2026
2025
2026
2025
Capitation, net
$ 936,662
$ 863,380
$ 2,735,374
$ 2,061,451
Risk pool settlements and incentives
24,324
30,798
58,627
60,691
Management fee income
14,105
15,217
43,001
20,104
Fee-for-service, net
35,122
40,080
95,935
72,848
Other revenue
13,403
6,573
28,300
16,149
Capitation and other revenue, net
$ 1,023,616
$ 956,048
$ 2,961,237
$ 2,231,243
ASTRANA HEALTH, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(IN THOUSANDS)
(UNAUDITED)
Nine Months Ended
September 30,
2026
2025
Cash flows from operating activities
Net income
$ 51,852
$ 17,514
Adjustments to reconcile net income to net cash provided by operating
activities:
Depreciation and amortization
46,651
29,348
Amortization of debt issuance cost
3,438
2,892
Stock-based compensation
37,245
27,219
Non-cash lease expense
6,865
4,348
Deferred tax
1,774
(4,924 )
Change in fair value of contingent consideration liabilities
(4,212 )
4,353
Change in fair value of financing obligation
(3,272 )
—
Other
(4,415 )
609
Changes in operating assets and liabilities,
net of business combinations
(18,849 )
36,125
Net cash provided by operating activities
117,077
117,484
Cash flows from investing activities
Payments for acquisitions, net of cash acquired
(6,825 )
(548,553 )
Proceeds from sale of equity method investment
—
15,100
Purchases of property and equipment
(11,711 )
(7,042 )
Other
3,666
2,553
Net cash used in investing activities
(14,870 )
(537,942 )
Cash flows from financing activities
Dividends paid
(1,127 )
(6,329 )
Borrowings on debt
—
1,119,300
Repayments of debt
(115,899 )
(483,323 )
Deferred financing cost
—
(19,205 )
Payments of contingent liabilities
(2,864 )
(8,284 )
Taxes paid from net share settlement of restricted stock
(5,340 )
(5,562 )
Purchase of treasury shares
(3,893 )
(955 )
Other
(5,937 )
41
Net cash (used in) provided by financing activities
(135,060 )
595,683
Net (decrease) increase in cash, cash equivalents, and restricted cash
(32,853 )
175,225
Cash, cash equivalents, and restricted cash,
beginning of period
434,045
289,101
Cash, cash equivalents, and restricted cash,
end of period
$ 401,192
$ 464,326
Supplemental disclosures of cash flow information
Cash paid for income taxes
(1)
$ 4,728
Cash paid for interest
$ 43,647
$ 30,184
Supplemental disclosures of non-cash investing and financing activities
Right-of-use assets obtained in exchange for operating lease liabilities
$ 13,969
$ 7,780
Common stock issued for contingent consideration payment
$ —
$ 2,600
Elimination of note payable upon consolidation
$ —
$ 9,488
Dividend paid in the form of common stock
$ —
$ 21,935
(1) Following the adoption of Accounting
Standards Codification (“ASC”) 2023-09 "Income Taxes
(Topics 740): Improvements to Income Tax Disclosures", cash paid for income taxes is
presented net of tax refunds, for the quarterly period ended September 30, 2026, under
Item 1 of the Company’s Quarterly Report on Form 10-Q.
The following table provides a reconciliation
of cash, cash equivalents, and restricted cash reported within the condensed consolidated balance sheets that sum to the total amounts
of cash, cash equivalents, and restricted cash shown in the condensed consolidated statements of cash flows (in thousands):
September 30,
2026
December 31,
2025
September 30,
2025
Cash and cash equivalents
$ 396,225
$ 429,474
$ 462,227
Restricted cash (1)
4,967
4,571
2,099
Total cash, cash equivalents,
and restricted cash, end of period shown in the statement of cash flows
$ 401,192
$ 434,045
$ 464,326
(1) Restricted
cash is included in other assets on the condensed consolidated balance sheets.
Reconciliation of Net Cash Provided by Operating
Activities to Free Cash Flow
Nine Months Ended
September 30,
(in thousands)
2026
2025
Net cash provided by operating activities
$ 117,077
$ 117,484
Purchases of property and equipment
(11,711 )
(7,042 )
Free cash flow
$ 105,366
$ 110,442
Reconciliation of Net Income to EBITDA, Adjusted
EBITDA and Adjusted EBITDA Margin
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 nine months ended September 30,
2026 and 2025. The Company defines Adjusted EBITDA margin as Adjusted EBITDA over total revenue.
Three Months Ended
September 30,
Nine Months Ended
September 30,
(in thousands)
2026
2025
2026
2025
Net income
$ 20,269
$ 1,077
$ 51,852
$ 17,514
Interest expense
15,021
17,718
47,120
32,408
Interest income
(4,147 )
(3,522 )
(13,870 )
(8,170 )
Provision for income taxes
11,953
4,594
27,288
14,586
Depreciation and amortization
15,622
15,595
46,651
29,348
EBITDA
58,718
35,462
159,041
85,686
Income from equity method investments
(860 )
(1,019 )
(3,128 )
(532 )
Other, net
3,784 (1)
26,340 (2)
19,234 (3)
40,597 (4)
Stock-based compensation
15,563
7,699
37,245
27,219
Adjusted EBITDA
$ 77,205
$ 68,482
$ 212,392
$ 152,970
Total revenue
$ 1,023,616
$ 956,048
$ 2,961,237
$ 2,231,243
Adjusted EBITDA margin
8 %
7 %
7 %
7 %
(1) Other, net,
for the three months ended September 30, 2026, relates to post-acquisition integration
costs and a fair value remeasurement of a previously held equity method investments that
is now fully acquired, partially offset by non-cash changes to the fair value of our interest
rate swap.
(2) Other, net,
for the three months ended September 30, 2025, relates to $13.0 million for a legal
matter with a provider associated with CFC Health Plan, Inc. (“CFC HP”), transaction
and other costs related to our acquisitions, including $12.7 million related to our completed
acquisition of certain businesses and assets of Prospect Medical Holdings, Inc, (“Prospect”),
non-cash changes in the fair value of our call option and collar agreement, and severance.
(3) Other, net,
for the nine months ended September 30, 2026, relates to post-acquisition integration
costs, an allowance on receivables that the Company plans to recover from the payer, non-routine
legal matters, severance, and a fair value remeasurement of a previously held equity method
investment that is now fully acquired, partially offset by non-cash changes to the fair value
of an equity purchase financing obligation and our interest rate swap.
(4) Other, net,
for the nine months ended September 30, 2025, relates to $13.0 million for a legal matter
with a provider associated with CFC HP, transaction and other costs related to our acquisitions,
including $23.6 million related to Prospect, debt issuance costs incurred in connection with
our Second Amended and Restated Credit Facility, non-cash changes in the fair value of our
call option and collar agreement, and severance.
Reconciliation of Net Income to Adjusted Net
Income Attributable to Astrana and Adjusted EPS - Diluted
Set forth below are reconciliations of net income
to adjusted net income attributable to Astrana as well as the reconciliation to adjusted EPS - diluted for the three and nine months
ended September 30, 2026 and 2025.
Three
Months Ended
September 30,
Nine
Months Ended
September 30,
(in
thousands, except for share and per share data)
2026
2025
2026
2025
Net
income
$
20,269
$
1,077
$
51,852
$
17,514
Income
from equity method investments
(860
)
(1,019
)
(3,128
)
(532
)
Other,
net (1)
3,784
26,340
19,234
40,597
Stock-based
compensation
15,563
7,699
37,245
27,219
Amortization
of intangible assets attributable to acquisitions
13,779
14,177
41,435
26,619
Tax
adjustments
(5,562
)(2)
(10,614
)(3)
(19,052
)(2)
(19,852
)(3)
Adjusted
net income attributable to non-controlling interests
(11,747
)(4)
(3,871
)(5)
(16,235
)(4)
(9,902
)(5)
Adjusted
net income attributable to Astrana Health, Inc.
$
35,226
$
33,789
$
111,351
$
81,663
Weighted
average shares of common stock outstanding – diluted
49,915,989
49,473,417
49,586,343
49,311,384
Adjusted
earnings per share - diluted
$
0.71
$
0.68
$
2.25
$
1.66
(1) The components
of other, net, as set forth in the table above, are described in the footnotes to the table
under “Reconciliation of Net Income to EBITDA, Adjusted EBITDA and Adjusted EBITDA
Margin”. Please see the footnotes to such table for additional information.
(2) Tax adjustments
for the three and nine months ended September 30, 2026, include the tax effect for,
at a 27.4% statutory blended tax rate, the adjustments made to net income of $8.8 million
and $25.9 million, respectively, partially offset by 162(m) impact of $3.3 million and $6.7
million, respectively.
(3) Tax adjustments
for the three and nine months ended September 30, 2025, include the tax effect for,
at a 27.1% statutory blended tax rate, the adjustments made to net income of $12.8 million
and $25.4 million, respectively, partially offset by 162(m) impact of $1.7 million and $5.1
million, respectively.
(4) Adjusted net
income attributable to non-controlling interests (“NCI”) for the three and nine
months ended September 30, 2026, includes net income attributable to NCI of $7.3 million
and $4.7 million, respectively, as well as adjustments attributable to NCI of $4.4 million
and $11.5 million, respectively.
(5) Adjusted net
income attributable to NCI for the three and nine months ended September 30, 2025 includes
net income attributable to NCI of $0.7 million and $1.0 million, respectively, as well as
adjustments attributable to NCI of $3.2 million and $8.9 million, respectively.
Guidance Reconciliation of Net Income to
EBITDA and Adjusted EBITDA
Three Months Ending
December 31, 2026
Year Ending
December 31, 2026
Guidance Range
Guidance Range
(in thousands)
Low
High
Low
High
Net income
$ 3,100
$ 9,100
$ 55,000
$ 61,000
Interest expense
9,800
10,800
43,000
44,000
Provision for income taxes
4,700
5,700
32,000
33,000
Depreciation and amortization
15,300
17,300
62,000
64,000
EBITDA
32,900
42,900
192,000
202,000
Income from equity method investments
(900 )
(900 )
(4,000 )
(4,000 )
Other, net
3,700
5,700
23,000
25,000
Stock-based compensation
12,800
13,800
50,000
51,000
Adjusted EBITDA
$ 48,500
$ 61,500
$ 261,000
$ 274,000
Guidance Reconciliation of Net Cash Provided
by Operating Activities to Free Cash Flow
Year Ending
December 31, 2026
Guidance Range
(in thousands)
Low
High
Net cash provided by operating activities
$ 127,500
$ 142,500
Cash used in purchases of property and equipment
(20,000 )
(12,500 )
Free cash flow
$ 107,500
$ 130,000
Use of Non-GAAP Financial Measures
This press release contains the non-GAAP financial
measures EBITDA, Adjusted EBITDA, Adjusted EBITDA margin, adjusted net income attributable to Astrana, and adjusted EPS – diluted,
of which the most directly comparable financial measure presented in accordance with U.S. generally accepted accounting principles (“GAAP”)
is net income. This press release also contains the non-GAAP financial measure free cash flow, of which the most directly comparable
financial measure presented in accordance with U.S. GAAP is net cash provided by operating activities. These measures are not in accordance
with, or alternatives to, GAAP, and may be calculated differently from similar non-GAAP financial measures used by other companies. We
use Adjusted EBITDA, Adjusted EBITDA margin, adjusted EPS – diluted, and free cash flow as supplemental performance measures of
our operations, for financial and operational decision-making, and as supplemental means of evaluating period-to-period comparisons on
a consistent basis and, for free cash flow, to reflect the cash flow trends in our business. 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 is calculated as net income, excluding income or loss from equity method investments,
non-recurring and non-cash transactions, stock-based compensation, amortization of intangible assets attributable to acquisitions, certain
tax adjustments, and amounts related to net income or loss attributable to non-controlling interests. We define adjusted EPS –
diluted as adjusted net income attributable to Astrana over weighted average shares of common stock outstanding – diluted. We define
free cash flow as net cash provided by operating activities minus cash used in purchases of property and equipment.
We believe the presentation of these non-GAAP
financial measures provides investors with relevant and useful information, as it allows investors to evaluate the operating performance
of the business activities without having to account for differences recognized because of non-core or non-recurring financial information.
When GAAP financial measures are viewed in conjunction with non-GAAP financial measures, investors are provided with a more meaningful
understanding of our ongoing operating performance. In addition, these non-GAAP financial measures are among those indicators we use
as a basis for evaluating operational performance, allocating resources, and planning and forecasting future periods. Non-GAAP financial
measures are not intended to be considered in isolation, or as a substitute for, GAAP financial measures. Other companies may calculate
EBITDA, Adjusted EBITDA, Adjusted EBITDA margin, adjusted net income attributable to the Company, adjusted EPS – diluted, and free
cash flow differently, limiting the usefulness of these measures for comparative purposes. To the extent this press release contains
historical or future non-GAAP financial measures, we have provided corresponding GAAP financial measures for comparative purposes. The
reconciliations between certain GAAP and non-GAAP measures are provided above.
EX-99.2 — EXHIBIT 99.2
EX-99.2
Filename: tm2629047d1_ex99-2.htm · Sequence: 3
Exhibit 99.2
November 2026
Third Quarter 2026 Earnings Supplement
2
Forward Looking Statements
Use of Non-GAAP Financial Measures
This presentation contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act and Section 21E of the Exchange Act. Forward-looking statements include any statements about the
Company's business, financial condition, operating results, plans, objectives, expectations and intentions, expansion plans, estimates of our total addressable market, our ability to successfully complete and realize the benefits of anticipated acquisitions,
integration of acquired companies and any projections of earnings, the anticipated synergies and other benefits of acquired businesses and any future acquisitions, revenue, expenses, EBITDA, Adjusted EBITDA and Adjusted EBITDA margins, adjusted EPS - diluted,
free cash flow or other financial items, such as the Company's projected capitation and future liquidity, our ability to successfully integrate and effectively leverage artificial intelligence capabilities in our business and operations, statements relating to our
cybersecurity measures and expectations regarding our ability to contain and remediate the cybersecurity incident, expectations regarding the expected impact of changes in Medicare Advantage rates, as well as statements or expectations regarding the material
weakness in internal control over financial reporting and the Company’s ability to remediate such material weakness in a timely manner and may be identified by the use of forward-looking terms such as “anticipate,” “could,” “can,” “may,” “might,” “potential,”
“predict,” “should,” “estimate,” “expect,” “project,” “believe,” “plan,” “envision,” “intend,” “continue,” “target,” “seek,” “will,” “would,” and the negative of such terms, other variations on such terms or other similar or comparable words, phrases or terminology.
Forward-looking statements reflect current views with respect to future events and financial performance and therefore cannot be guaranteed. Such statements are based on the current expectations and certain assumptions of the Company’s management, and
some or all of such expectations and assumptions may not materialize or may vary significantly from actual results. Actual results may also vary materially from forward-looking statements due to risks, uncertainties and other factors, known and unknown,
including the risk factors described from time to time in the Company’s reports to the U.S. Securities and Exchange Commission (the “SEC”), including without limitation the risk factors discussed in the Company’s last Annual Report on Form 10-K and subsequent
quarterly reports on Form 10-Q filed with the SEC.
Because the factors referred to above could cause actual results or outcomes to differ materially from those expressed or implied in any forward-looking statements, you should not place undue reliance on any such forward-looking statements. Any forward-looking statements speak only as of the date of this presentation and, unless legally required, the Company does not undertake any obligation to update any forward-looking statement, as a result of new information, future events or otherwise.
This presentation may contain statistics and other data that in some cases has been obtained from or compiled from information made available by third-party service providers. The Company makes no representation or warranty, express or implied, with respect
to the accuracy, reasonableness or completeness of such information.
This presentation contains the non-GAAP financial measures EBITDA, Adjusted EBITDA, Adjusted EBITDA margin, adjusted net income attributable to Astrana, and adjusted EPS – diluted of which the most directly comparable financial measure presented in
accordance with U.S. generally accepted accounting principles (“GAAP”) is net income. This presentation also contains the non-GAAP financial measure free cash flow, of which the most directly comparable financial measure presented in accordance with U.S
GAAP is net cash provided by operating activities. These measures are not in accordance with, or alternatives to, GAAP, and may be calculated differently from similar non-GAAP financial measures used by other companies. The Company uses Adjusted EBITDA,
Adjusted EBITDA margin, adjusted EPS – diluted, and free cash flow as supplemental performance measures of our operations, for financial and operational decision-making, and as supplemental means of evaluating period-to-period comparisons on a consistent
basis, and, for free cash flow, to reflect the cash flow trends in our business. 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, stock-based compensation, and, for periods on or prior to December 31, 2023, APC excluded assets costs. Beginning in the third quarter ended September 30, 2022, the Company has revised the calculation
for Adjusted EBITDA to exclude provider bonus payments and losses from recently acquired IPAs, which it believes to be more reflective of its business. The Company defines Adjusted EBITDA margin as Adjusted EBITDA over total revenue. 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 intangible assets attributable to acquisitions, certain tax
adjustments, and amounts related to net income or loss attributable to non-controlling interests. The Company defines adjusted EPS - diluted as adjusted net income attributable to Astrana over weighted average shares of common stock outstanding - diluted.
The Company defines free cash flow as net cash provided by operating activities minus cash used in purchases of property and equipment.
The Company believes the presentation of these non-GAAP financial measures provides investors with relevant and useful information, as it allows investors to evaluate the operating performance of the business activities without having to account for
differences recognized because of non-core or non-recurring financial information. When GAAP financial measures are viewed in conjunction with non-GAAP financial measures, investors are provided with a more meaningful understanding of the Company’s
ongoing operating performance. In addition, these non-GAAP financial measures are among those indicators the Company uses as a basis for evaluating operational performance, allocating resources, and planning and forecasting future periods. Non-GAAP
financial measures are not intended to be considered in isolation, or as a substitute for, GAAP financial measures. Other companies may calculate EBITDA, Adjusted EBITDA, Adjusted EBITDA margin, adjusted net income attributable to Astrana, adjusted EPS –
diluted, and free cash flow differently, limiting the usefulness of these measures for comparative purposes. To the extent this Presentation contains historical or future non-GAAP financial measures, the Company has provided corresponding GAAP financial
measures for comparative purposes. The reconciliation between certain GAAP and non-GAAP measures is provided in the Appendix.
The Company has not provided a quantitative reconciliation of applicable non-GAAP measures, such as the projected adjusted EBITDA to the most comparable GAAP measure, such as net income, on a forward-looking basis within this presentation because the
Company is unable, without unreasonable efforts, to provide reconciling information with respect to certain line items that cannot be calculated. These items, which could materially affect the computation of forward-looking GAAP net income, are inherently
uncertain and depend on various factors, some of which are outside of the Company’s control.
3
Q3 2026
Financial Results
Revenue $1,023.6 7%1
Adj. EPS – Diluted3 $0.71 4%1
YTD Free Cash Flow4 $105.45 5%5
Third Quarter 2026 Performance Highlights
$ in millions, except for per share information
1. All comparisons are to the three months ended September 30, 2025, unless otherwise stated.
2. See “Reconciliation of Net Income to EBITDA and Adjusted EBITDA” and “Use of Non-GAAP Financial Measures” slides for more information.
3. See “Reconciliation of Net Income to Adjusted Net Income Attributable to Astrana and Adjusted EPS – Diluted” and “Use of Non-GAAP Financial Measures” slides for more information.
4. See “Reconciliation and Guidance Reconciliation of Net Cash Provided by Operating Activities to Free Cash Flow” and “Use of Non-GAAP Financial Measures” slides for more information.
5. Free cash flow is provided for the nine months ended September 30, 2026 and compared to the nine months ended September 30, 2025.
Adj. EBITDA2 $77.2 13%1
NI attr. to ASTH $13.0 3,372%1
4
Actual FY 2025
Results
FY 2026 Guidance
Range2,3,4
Growth at
Midpoint of
Guidance5
Total Revenue $3,181.8 $3,900 - $4,000 24.1%
Adjusted
EBITDA2
$205.4 $261 - $274 30.2%
Free Cash Flow3 $104.5 $107.5 - $130 13.6%
Q3 2026
Financial Results1
Revenue $1,023.6
Adjusted EBITDA2 $77.2
YTD Free Cash Flow3 $105.4
1. Q3 2026 Financial Results are provided for the three months ended September 30, 2026 except for free cash flow, which is provided for the nine months ended September 30, 2026.
2. See “Reconciliation of Net Income to EBITDA and Adjusted EBITDA,” “Guidance Reconciliation of Net Income to EBITDA and Adjusted EBITDA” and “Use of Non-GAAP Financial Measures” slides for more information. There can
be no assurance that actual amounts will not be materially higher or lower than these expectations. See “Forward-Looking Statements” on slide 2.
3. See “Reconciliation and Guidance Reconciliation of Net Cash Provided by Operating Activities to Free Cash Flow” and “Use of Non-GAAP Financial Measures” slides for more information. There can be no assurance that actual
amounts will not be materially higher or lower than these expectations. See “Forward-Looking Statements” on slide 2.
4. Narrowing guidance for Revenue, Adjusted EBITDA and Free Cash Flow.
5. Comparisons are to the year ended December 31, 2025, unless otherwise stated.
$ in millions
FY2026 Guidance
5
Growth
Sustainably growing membership to bring better care to
more Americans
Astrana now serves approximately 1.5 million patients in value-based arrangements,
including approximately 1.2 million members in our Care Partners segment
Closed a tuck-in acquisition of an independent physician association in Georgia on
October 1, 2026
Third Quarter 2026 Highlights and Recent Updates
Operating Leverage
Driving operating leverage across our business through our
Care Enablement suite
Added two new Care Enablement clients: a primary and multispecialty care group in
Connecticut and a hospital in California
Year-to-date G&A expense of approximately 6.2% of revenue, improvement of
approximately 80 basis points year over year
Risk Progression
Increasing alignment through total cost of care
responsibility in value-based arrangements
82% of FY2026 capitation revenue expected to be generated under full-risk
arrangements
43% of Care Partners members expected to be in full-risk arrangements by year-end
Outcomes and Cost
Achieving superior patient outcomes while managing cost
Consolidated medical cost trend year to date tracking below our full-year assumption of
approximately 5.2%
Annual Wellness Visit (AWV) program has reached nearly 65% of eligible members year
to date, helping identify risks earlier and close gaps in care
6
Projected
Full-risk
Partial-risk
Members by Risk
Arrangement2
35%
47%
73% 76% 82%
100%
65%
53%
27% 24% 18%
2021 2022 2023 2024 2025 2026 E
43%
57%
2026 E
Capitated Revenue by Risk Arrangement1
Our partial-risk membership presents an embedded opportunity for increased platform value and risk alignment.
We succeed in these contracts by continuing to drive positive patient outcomes.
1. Revenue by risk arrangement represents capitation revenue only.
2. Members by risk arrangement represent Care Partners membership only.
3. 2026 E based on Full Year 2026 forecast.
Prudently transitioning to full-risk contracts to better align incentives around
patient outcomes and improve unit economics
2025 2026 E3 2026 E3
7
Revenue by Type1
61% 26% 9% 4%
Medicare Medicaid Commercial Other Third Parties
Revenue By Payer Type1
85% 15%
Full-risk Partial-risk
Revenue by Risk Arrangement1,2
46% 54%
Full-risk Partial-risk
Members by Risk Arrangement3
Our Value-Based Care Business is Diverse
1%
1. Revenue for the quarter ended September 30, 2026.
2. Revenue by risk arrangement represents capitation revenue only.
3. Members by risk arrangement represent Care Partners membership only as of September 30, 2026.
92%
2% 2%
3%
Capitation, net Risk Pool Settlements & Incentives Management Fee Income Fee-for-service, net Other Income
8
Revenue ($ in millions) Adj. EBITDA ($ in millions)
$561 $687 $774
$1,144
$1,387
$2,035
$3,182
2019 2020 2021 2022 2023
~32% CAGR
2024
$54.2
$102.8
$133.5 $140.0 $146.6
$170.4
$205.4
2019 2020 2021 2022 2023 2024
~26% CAGR
2025
$3,900-
$4,000
$261-
$274
2026 E1 2026 E1 2025
Astrana grows profitably across all market conditions
Note: For more information, see “Reconciliation of Net Income to EBITDA and Adjusted EBITDA”, “Guidance Reconciliation of Net Income to EBITDA and Adjusted EBITDA”, and “Use of Non-GAAP Financial Measures“ slides for
more information.
1. 2026 E based on guidance (bar is at midpoint).
9
Quarter over Quarter Segment Revenue
Revenue
$ in millions
Q3 2025
Q4 2025
Q1 2026
Q2 2026
Care Partners
High-performing network of
aligned providers
$892.5
$909.7
Care Delivery
High-quality system of
employed providers
$86.9
$92.1
$85.1
Care Enablement
Full-stack tech, clinical, and
operations platform
$87.3
$78.9
$87.7
Inter-company
$(115.9)
$(112.9)
$(117.4)
Total
$956.0
$950.5
$965.1
$932.8 $74.7 $85.6 $(120.6) $972.5
$897.7
Note: Numbers may not total due to rounding. Certain amounts disclosed in the prior periods have been recast to conform to the current period presentation. Specifically, segments are presented net of intrasegment eliminations.
Q3 2026 $968.8 $91.0 $92.0 $(128.2) $1,023.6
10
Selected Financial Results
11
Three Months Ended September 30,
$ in thousands, except per share data 2026 2025
Revenue
Capitation, net $ 936,662 $ 863,380
Risk pool settlements and incentives 24,324 30,798
Management fee income 14,105 15,217
Fee-for-service, net 35,122 40,080
Other revenue 13,403 6,573
Total revenue 1,023,616 956,048
Total expenses 983,737 936,838
Income from operations 39,879 19,210
Net income $ 20,269 $ 1,077
Net income attributable to non-controlling interests 7,317 704
Net income attributable to Astrana Health, Inc. $ 12,952 $ 373
Earnings per share – diluted $ 0.26 $ 0.01
EBITDA1 $ 58,718 $ 35,462
Adjusted EBITDA1 $ 77,205 $ 68,482
Adjusted EPS – Diluted2 $ 0.71 $ 0.68
Summary of Selected Financial Results
1. See “Reconciliation of Net Income to EBITDA and Adjusted EBITDA” and “Use of Non-GAAP Financial Measures” slides for more information.
2. See “Reconciliation of Net Income to Adjusted Net Income Attributable to Astrana and Adjusted EPS – Diluted” and “Use of Non-GAAP Financial Measures” slides for more information.
12
$ in thousands Care
Partners
Care
Delivery
Care
Enablement
Intersegment
Elimination
Corporate
Costs
Consolidated
Total
Total revenues $ 968,757 91,017 92,001 (128,159) - 1,023,616
% change vs prior year quarter 8% 5% 5%
Cost of services 829,490 69,116 47,915 (46,453) - 900,068
General and administrative expenses 77,694 22,229 18,425 (81,713) 31,412 68,047
Depreciation and amortization 12,480 1,263 1,226 - 653 15,622
Total expenses 919,664 92,608 67,566 (128,166) 32,065 983,737
Income (loss) from operations $ 49,093 (1,591) 24,435 7
1
(32,065) 39,879
% change vs prior year quarter 94% 56% 4%
For the three months ended September 30, 2026
Segment Results
1. Income from operations for the intersegment elimination represents sublease income between segments. Sublease income is presented within other income which is not presented in the table.
13
$ in millions 9/30/2026 12/31/2025 $ Change
Cash and cash equivalents1 $396.2 $429.5 $(33.3)
Working capital $193.9 $248.0 $(54.1)
Total stockholders’ equity $868.3 $793.3 $75.0
Balance Sheet Highlights
1. Excluding restricted cash and marketable securities.
14
1. The Company defines Adjusted EBITDA margin as Adjusted EBITDA over total revenue.; 2. Other, net, for the three months ended September 30, 2026 relates to post-acquisition integration costs and a fair value remeasurement of a
previously held equity method investment that is now fully acquired, partially offset by non-cash change to the fair value of our interest rate swap.; 3. Other, net for the three months ended September 30, 2025 relates to $13.0 million
for a legal matter with a provider associated with CFC Health Plan, Inc., transaction and other costs related to our acquisitions, including $12.7 million related to our completed acquisition of certain businesses and assets of Prospect
Medical Holdings, Inc., non-cash changes in the fair value of our call option and collar agreement, and severance.
Three Months Ended September 30,
$ in thousands 2026 2025
Net Income $ 20,269 $ 1,077
Interest expense 15,021 17,718
Interest income (4,147) (3,522)
Provision for income taxes 11,953 4,594
Depreciation and amortization 15,622 15,595
EBITDA 58,718 35,462
Income from equity method investments (860) (1,019)
Other, net 3,7842
26,3403
Stock-based compensation 15,563 7,699
Adjusted EBITDA
Adjusted EBITDA margin1
$ 77,205
8%
$ 68,482
7%
Reconciliation of Net Income to EBITDA & Adjusted EBITDA
15
For the twelve months ended TTM Ended Year Ended
$ in millions September 30,
2026 2025 2024 2023 2022 2021 2020 2019
Net Income $ 58.4 $ 24.1 $ 49.9 $ 57.8 $ 45.7 $ 46.1 $ 122.1 $ 15.8
Interest expense 64.6 50.0 33.1 16.1 7.9 5.4 9.5 4.7
Interest income (17.9) (12.2) (14.5) (14.2) (2.0) (1.6) (2.8) (2.0)
Provision for income taxes 28.2 15.5 30.9 32.0 40.9 31.7 56.3 10.0
Depreciation and amortization 63.1 45.7 27.9 17.7 17.5 17.5 18.4 18.3
EBITDA1 196.5 123.1 127.3 109.5 110.1 99.1 203.5 46.8
(Income) loss from equity
method investments (4.3) (1.7) (4.5) (5.1) (5.7)9 5.39
(0.3)9 2.9
Gain on sale of equity method
investment - - - - - (2.2) - -
Other, net 24.02 45.43 13.04 6.25 3.36
(1.7)7
(0.5)7 2.010
Stock-based compensation 48.6 38.6 34.5 22.0 16.1 6.7 3.4 0.9
APC excluded assets costs - - - 14.0 16.29 26.49
(103.3)9 1.5
Adjusted EBITDA1 $ 264.8 $ 205.4 $ 170.4 $ 146.6 $ 140.0 $ 133.5 $ 102.8 $ 54.2
Net Revenue $ 3,911.8 $ 3,181.8 $ 2,034.5 $ 1,386.7 $ 1,144.2 $ 773.9 $ 687.2 $ 560.6
Adjusted EBITDA Margin8 7% 6% 8% 11% 12% 17% 15% 10%
Reconciliation of Net Income to EBITDA & Adjusted EBITDA
(continued)
1. See “Use of Non-GAAP Financial Measures” slide for more information.; 2. Other, net, for TTM ended September 30, 2026, relates to post-acquisition integration costs, an allowance on receivables that the Company plans to recover from the payer, non-routine legal matters, severance, fair value remeasurement of a previously held
equity method investments that is now fully acquired, and transaction and other costs related to our acquisitions including Prospect, partially offset by non-cash changes to the fair value of an equity purchase financing obligation and our interest rate swap, and employer retention tax credits related to COVID-19 relief.; 3. Other, net, for
the year ended December 31, 2025, relates to $13.0 million for a legal matter with a provider associated with CFC HP, transaction and other costs related to our acquisitions including $25.9 million for Prospect, debt issuance costs incurred in connection with our Second Amended and Restated Credit Facility, and severance, partially offset
by employer retention tax credits related to COVID-19 relief.; 4. Other, net for the year ended December 31, 2024 relates to transaction costs incurred for our investments and tax restructuring fees, anticipated recoveries from one time losses relating to third party payer payments associated with the CHS transaction, financial guarantee
via a letter of credit that we provided in support of two local provider-led ACOs, reimbursement from a related party of the Company for taxes associated with the December 2023 Excluded Assets Spin-off, non-cash gain on debt extinguishment related to one of our promissory note payables, non-cash realized loss from sale of one of our
marketable equity securities, non-cash changes in the fair value of our call option, an equity purchase financing obligation, contingent liabilities, and our collar agreement.; 5. Other, net for the year ended December 31, 2023 consists of nonrecurring transaction costs and tax restructuring fees incurred, non-cash changes in the fair value of
an equity purchase financing obligation, contingent liabilities, and our collar agreement, and excise tax related to a nonrecurring buyback of the Company’s stock from APC.; 6. Other, net for the year ended December 31, 2022 consists of one-time transaction costs incurred, non-cash changes in the fair value of an equity purchase financing
obligation and contingent liabilities.; 7. Other, net for the years ended December 31, 2021 and 2020 relate to COVID-19 relief payments recognized in 2021 and 2020.; 8. The Company defines Adjusted EBITDA margin as Adjusted EBITDA over total revenue.; 9. Certain APC minority interests where APC owns the asset but not the right to
the dividends is reclassified from APC excluded asset costs to income from equity method investments.; 10. Other, net for the year ended December 31, 2019 is related to goodwill impairment.
16
Reconciliation of Net Income to Adjusted Net Income
Attributable to Astrana and Adjusted EPS - Diluted
Three Months Ended September 30,
$ in thousands, except for share and per share data 2026 2025
Net income $ 20,269 $ 1,077
Income from equity method investments (860) (1,019)
Other, net1 3,784 26,340
Stock-based compensation 15,563 7,699
Amortization of intangible assets attributable to acquisitions 13,779 14,177
Tax adjustments (5,562)2
(10,614)3
Adjusted net income attributable to non-controlling interests (11,747)4
(3,871)5
Adjusted net income attributable to Astrana Health, Inc.6 $ 35,226 $ 33,789
Weighted average shares of common stock outstanding – diluted 49,915,989 49,473,417
Adjusted earnings per share – diluted6 $ 0.71 $ 0.68
1. The components of other, net, as set forth in the table above, are described in the footnotes to the table under “Reconciliation of Net Income to EBITDA, Adjusted EBITDA and Adjusted EBITDA Margin”. Please see the footnotes to such table for additional information.; 2. Tax
adjustments for the three months ended September 30, 2026, includes the tax effect for, at a 27.4% statutory blended tax rate, the adjustments made to net income of $8.8 million, partially offset by 162(m) impact of $3.3 million.; 3. Tax adjustments for the three months ended
September 30, 2025, includes the tax effect for, at a 27.1% statutory blended tax rate, the adjustments made to net income of $12.8 million, partially offset by 162(m) impact of $1.7 million.; 4. Includes net income attributable to non-controlling interests ("NCI") of $7.3 million,
as well as adjustments attributable to NCI of $4.4 million, for the three months ended September 30, 2026.; 5. Includes net income attributable to NCI of $0.7 million, as well as adjustments attributable to NCI of $3.2 million, for the three months ended September, 2025.; 6. See
“Use of Non-GAAP Financial Measures” slide for more information.
17
$ in thousands Actual Results Guidance1
Nine Months Ended
September 30, 2026
Year Ended
December 31, 2025
Nine Months Ended
September 30, 2025
Year Ending
December 31, 2026
Low High
Net cash provided by operating activities $ 117,077 $ 114,597 $ 117,484 $ 127,500 $ 142,500
Cash used in purchases of property and
equipment (11,711) (10,106) (7,042) (20,000) (12,500)
Free cash flow2 $ 105,366 $ 104,491 $ 110,442 $ 107,500 $ 130,000
1. There can be no assurance that actual amounts will not be materially higher or lower than these expectations. See “Forward-Looking Statements” on slide 2.
2. See “Use of Non-GAAP Financial Measures” slide for more information.
Reconciliation and Guidance Reconciliation of Net Cash Provided by
Operating Activities to Free Cash Flow
18
.
Guidance Reconciliation of Net Income to EBITDA &
Adjusted EBITDA
1. Note: See “Use of Non-GAAP Financial Measures” slide for more information. There can be no assurance that actual amounts will not be materially higher or lower than these expectations. See “Forward-Looking Statements”
on slide 2.
2026 Guidance Range
$ in thousands Low High
Net Income $ 55,000 $ 61,000
Interest expense 43,000 44,000
Provision for income taxes 32,000 33,000
Depreciation and amortization 62,000 64,000
EBITDA
1
192,000 202,000
Income from equity method investments (4,000) (4,000)
Other, net 23,000 25,000
Stock-based compensation 50,000 51,000
Adjusted EBITDA1 $ 261,000 $ 274,000
Investor Relations
investors@astranahealth.com
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