Astrana Health Inc

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

In December 2022, Astrana’s Board of Directors approved a share repurchase plan authorizing the Company to repurchase up to $50.0 million of its shares of common stock on the open market and through privately negotiated transactions. This share repurchase plan does not have an expiration date. The Board may suspend or discontinue the repurchase plan at any time. This repurchase plan does not obligate the Company to make additional repurchases at any specific time or in any specific situation. During the three months ended September 30, 2024, no shares were repurchased under the Company’s share repurchase plan. As of September 30, 2024, $40.5 million remained available for repurchase under the repurchase plan.

The following table provides information about purchases made by the Company of shares of the Company’s common stock during the three months ended September 30, 2024.

(1)

Shares were repurchased to satisfy tax withholding obligations due upon the vesting of restricted stock awards and units held by certain employees, except as otherwise disclosed in these footnotes. We did not pay cash to repurchase these shares, nor were these repurchases part of a publicly announced plan or program.

(2)

Includes 14,409 shares of common stock repurchased from a member of the Board of Directors on August 16, 2024.

During the three months ended September 30, 2024, the Company issued 157,059 shares of common stock, as the AAMG contingent consideration for the 2023 metric was met. See in Note 19 – “Fair Value Measurements of Financial Instruments” to our condensed consolidated financial statements under Item 1 in this Form 10-Q for additional information. The issuance of these shares was deemed to be exempt from registration pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended, as transactions by the Company not involving a public offering.