Astrana Health, Inc.

Previous wording

Through our risk-bearing organizations with more than 13,000 contracted physicians, we are responsible for coordinating care in value-based care arrangements for over 1.0 million patients as of June 30, 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 provide high-quality, cost-effective care.

Current wording

Through our risk-bearing organizations with more than 20,000 contracted physicians, we are responsible for coordinating care in value-based care arrangements for over 1.6 million patients as of September 30, 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 provide high-quality, cost-effective care.

Previous wording

The One Big Beautiful Bill Act (the “OBBBA”), signed July 4, 2025, introduces Medicaid work-requirement pilots and tighter provider-tax rules beginning in 2026. While we are still evaluating the full downstream effects, we believe Astrana is well-positioned to navigate these changes and view these headwinds as manageable. Our diversified footprint, strong track record of Medicaid performance, and investment in care-enablement infrastructure provide meaningful insulation. We remain focused on maintaining continuity of care and supporting our state partners through this policy transition.

Current wording

The One Big Beautiful Bill Act (the “OBBBA”), signed July 4, 2025, introduces Medicaid work-requirement pilots and tighter provider-tax rules beginning in 2026. The Company expects to see tax impacts from the following changes, including the restoration of 100% bonus depreciation, allowing the current year deduction of research and development expenses, and changing the 163j interest limitation from earnings before tax to EBITDA. The Company anticipates that the OBBBA will reduce the federal and state income tax payables in the current year but will not have a material impact on tax expenses/(benefits). While we are still evaluating the full downstream effects, we believe Astrana is well-positioned to navigate these changes and view these headwinds as manageable. Our diversified footprint, strong track record of Medicaid performance, and investment in care-enablement infrastructure provide meaningful insulation. We remain focused on maintaining continuity of care and supporting our state partners through this policy transition.

Previous wording

Closing of the Acquisition of Certain Assets and Businesses of Prospect Medical Holdings, Inc. (“Prospect”) (such acquisition, the “Prospect Transaction”)

Current wording

Closing of the Acquisition of Certain Assets and Businesses of Prospect Medical Holdings, Inc. (“Prospect”) (such acquisition, the “Prospect Acquisition”)

Previous wording

Prospect is a value-based, integrated care delivery network which coordinates the delivery of high-quality care, with a network of over 11,000 providers across Southern California, Texas, Arizona, and Rhode Island. Prospect enables providers to deliver payer-agnostic, patient-centered care across different lines of business. Prospect also operates a California Restricted

Current wording

On July 1, 2025, we completed the previously announced Prospect Acquisition for a purchase price of $674.9 million. Prospect is a provider-centric risk-bearing healthcare company that operates an integrated healthcare delivery platform enabling a network of over 11,000 providers to successfully participate in value-based care arrangements, thus empowering them to deliver accessible, high-quality care to patients in a cost-effective manner. Prospect enables providers to deliver payer-agnostic, patient-centered care across different lines of business. Prospect also operates a California Restricted Knox-Keene-licensed health plan, a management services organization, a specialty pharmacy, and a fully-accredited acute care hospital. The acquisition significantly expanded the Company’s provider network and enhanced our ability to offer increased access, quality, and value to our members (see Note 3 — “Business Combinations and Goodwill”).

Previous wording

Our revenue, which is recorded in the period in which services are rendered and earned, primarily consists of capitation revenue as well as risk pool settlements and incentives, management fee income, and fee-for-service (“FFS”) revenue. The form of billing and related risk of collection for such services may vary by type of revenue and the customer.

Current wording

Our revenue, which is recorded in the period during which services are rendered and earned, primarily consists of capitation revenue as well as risk pool settlements and incentives, management fee income, and fee-for-service (“FFS”) revenue. The form of billing and related risk of collection for such services may vary by type of revenue and the customer.

Previous wording

As of June 30, 2025 and 2024, we managed a total of 21 and 18 independent risk-bearing organizations, including both affiliated and non-affiliated, respectively. The total number of patients for whom we managed the delivery of healthcare services was over 1.0 million and approximately 1.0 million as of June 30, 2025 and 2024, respectively.

Current wording

As of September 30, 2025 and 2024, we managed a total of 28 and 18 independent risk-bearing organizations, including both affiliated and non-affiliated, respectively. The total number of patients for whom we managed the delivery of healthcare services was over 1.6 million, and approximately 1.0 million as of September 30, 2025 and 2024, respectively.

Previous wording

Total revenue for the three months ended June 30, 2025, was $654.8 million, as compared to $486.3 million for the three months ended June 30, 2024, an increase of $168.5 million, or 35%. The increase in revenue was primarily attributable to capitation revenue. Capitation revenue increased by $171.5 million primarily as a result of our recent acquisitions within our Care Partners segment, along with enrollees transitioning to full risk through our Restricted Knox-Keene plans.

Current wording

Total revenue for the three months ended September 30, 2025, was $956.0 million, as compared to $478.7 million for the three months ended September 30, 2024, an increase of $477.3 million, or 100%. The increase in revenue was partially attributable to the acquisition of Prospect, which contributed approximately $308.0 million of revenue from the acquisition date. In addition, capitation revenue increased by $166.5 million primarily as a result of our 2024 acquisitions within our Care Partners segment, along with enrollees transitioning to full risk through our Restricted Knox-Keene plans.

Previous wording

Total revenue for the six months ended June 30, 2025, was $1.3 billion, as compared to $890.6 million for the six months ended June 30, 2024, an increase of $384.6 million or 43%. The increase in revenue was primarily attributable to capitation revenue. Capitation revenue increased by $389.6 million primarily as a result of our recent acquisitions within our Care Partners segment, along with enrollees transitioning to full risk through our Restricted Knox-Keene plans.

Current wording

Total revenue for the nine months ended September 30, 2025, was $2,231.2 million, as compared to $1,369.3 million for the nine months ended September 30, 2024, an increase of $861.9 million or 63%. The increase in revenue was partially attributable to the acquisition of Prospect, which contributed approximately $308.0 million of revenue from the date of acquisition. In addition, capitation revenue increased by $556.0 million primarily as a result of our 2024 acquisitions within our Care Partners segment, along with enrollees transitioning to full risk through our Restricted Knox-Keene plans.

Previous wording

Expenses related to cost of services, excluding depreciation and amortization for the three months ended June 30, 2025, were $576.8 million, as compared to $412.8 million for the same period in 2024, an increase of $164.0 million or 40%. The overall increase was primarily due to 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 within our Care Partners segment which were commensurate to our increase in revenue.

Current wording

Expenses related to cost of services, excluding depreciation and amortization for the three months ended September 30, 2025, were $858.9 million, as compared to $405.2 million for the same period in 2024, an increase of $453.6 million or 112%. The overall increase was primarily due to 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 attributed approximately $272.3 million from the date of acquisition.

Previous wording

Expenses related to cost of services, excluding depreciation and amortization for the six months ended June 30, 2025, were $1.1 billion, as compared to $743.2 million for the same period in 2024, an increase of $382.7 million or 51%. The overall increase was primarily due to 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 within our Care Partners segment which were commensurate to our increase in revenue.

Current wording

Expenses related to cost of services, excluding depreciation and amortization for the nine months ended September 30, 2025, were $1,984.8 million, as compared to $1,148.4 million for the same period in 2024, an increase of $836.3 million or 73%. The overall increase was primarily due to 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 attributed approximately $272.3 million from the date of acquisition.

Previous wording

General and administrative expenses for the three months ended June 30, 2025, were $50.7 million, as compared to $36.0 million for the same period in 2024, an increase of $14.8 million or 41%. The increase was primarily due to increased general and administrative expenses to support operational growth such as stock-based compensation and transaction costs incurred for the Prospect transaction.

Current wording

General and administrative expenses for the three months ended September 30, 2025, were $62.4 million, as compared to $37.8 million for the same period in 2024, an increase of $24.6 million or 65%. The increase was primarily due to increased general and administrative expenses, including approximately $14.3 million from the inclusion of Prospect’s results of operations from the date of acquisition and transaction costs incurred for the Prospect Acquisition, as well as general and administrative expenses to support operational growth such as stock-based compensation.

Previous wording

General and administrative expenses for the six months ended June 30, 2025, were $94.6 million, as compared to $74.7 million for the same period in 2024, an increase of $19.9 million or 27%. The increase was primarily due to increased general and administrative expenses to support operational growth such as stock-based compensation and transactions incurred for the Prospect Transaction.

Current wording

General and administrative expenses for the nine months ended September 30, 2025, were $157.0 million, as compared to $112.5 million for the same period in 2024, an increase of $44.5 million or 40%. The increase was primarily due to increased general and administrative expenses, including approximately $14.3 million from the inclusion of Prospect’s results of operations from the date of acquisition and transaction costs incurred for the Prospect Acquisition, as well as general and administrative expenses to support operational growth such as stock-based compensation.

Previous wording

Depreciation and amortization expenses for the six months ended June 30, 2025, were $13.8 million, as compared to $12.5 million for the same period in 2024, an increase of $1.2 million or 10%. This amount includes depreciation of property and equipment and the amortization of intangible assets.

Current wording

Depreciation and amortization expenses for the three months ended September 30, 2025, were $15.6 million, as compared to $7.3 million for the same period in 2024, an increase of $8.3 million or 115% driven by $8.6 million due to the Prospect Acquisition. This amount includes depreciation of property and equipment and the amortization of intangible assets.

Previous wording

Depreciation and amortization expenses for the three months ended June 30, 2025, were $6.9 million, as compared to $7.4 million for the same period in 2024, a decrease of $0.5 million or 7%. This amount includes depreciation of property and equipment and the amortization of intangible assets.

Current wording

Depreciation and amortization expenses for the nine months ended September 30, 2025, were $29.3 million, as compared to $19.8 million for the same period in 2024, an increase of $9.5 million or 48% driven by $8.6 million due to the Prospect Acquisition. This amount includes depreciation of property and equipment and the amortization of intangible assets.

Previous wording

Interest expense for the three months ended June 30, 2025 was $7.4 million as compared to $8.6 million for the same period in 2024, a decrease of $1.2 million or 14%. The decrease in interest expense was primarily due to a decrease in interest rates on our floating-rate debt. The interest rate for both the Revolver Loan and Term Loan was 6.08% as of June 30, 2025 and 7.43% as of June 30, 2024. In addition, there was a decrease in outstanding borrowings under the Second Amended and Restated Credit Facility. As of June 30, 2025, we borrowed $408.9 million on the Second Amended and Restated Credit Facility compared to $435.7 million borrowed under the facility as of June 30, 2024.

Current wording

Interest expense for the three months ended September 30, 2025, was $17.7 million as compared to $8.9 million for the same period in 2024, an increase of $8.9 million or 100%. 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, including the interest rate swap agreement entered to manage our interest. Our outstanding borrowings increased to, as of September 30, 2025, $1,064.2 million on the Second Amended and Restated Credit Facility from $432.0 million borrowed under the facility as of September 30, 2024. The interest rate for both the Revolver Loan and Term Loans was 5.91% as of September 30, 2025 and 7.20% as of September 30, 2024. The interest rate swap has a fixed rate of 3.179% and covers $200.0 million of our debt.

Previous wording

Interest expense for the six months ended June 30, 2025 was $14.7 million as compared to $16.2 million for the same period in 2024, a decrease of $1.5 million or 9%. The decrease in interest expense was primarily due to a decrease in interest rates on our floating-rate debt. The interest rate for the Revolver and Term Loan was 6.08% as of June 30, 2025 and 7.43% as of June 30, 2024. In addition, there was a decrease in outstanding borrowings under the Second Amended and Restated Credit Facility. As of June 30, 2025, we borrowed $408.9 million on the Second Amended and Restated Credit Facility compared to $435.7 million borrowed under the facility as of June 30, 2024.

Current wording

Interest expense for the nine months ended September 30, 2025, was $32.4 million as compared to $25.0 million for the same period in 2024, an increase of $7.4 million or 29%. 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, including the interest rate swap agreement entered to manage our interest. Our outstanding borrowings increased to, as of September 30, 2025, $1,064.2 million on the Second Amended and Restated Credit Facility from $432.0 million borrowed under the facility as of September 30, 2024. The interest rate for the Revolver and Term Loans was 5.91% as of September 30, 2025 and 7.20% as of September 30, 2024. The interest rate swap has a fixed rate of 3.179% and covers $200.0 million of our debt.

Previous wording

Interest income for the three months ended June 30, 2025 was $2.3 million as compared to $3.5 million for the same period in 2024, a decrease of $1.2 million or 34%. Interest income reflects interest earned on cash held in bank accounts, money market and certificate of deposit accounts, and the interest from our loan receivables. The decrease in interest income was primarily due to a decrease in our cash held in interest bearing bank accounts.

Current wording

Interest income for the three months ended September 30, 2025, was $3.5 million as compared to $3.8 million for the same period in 2024, a decrease of $0.3 million or 7%. Interest income reflects interest earned on cash held in bank accounts, money market and certificate of deposit accounts, and the interest from our loan receivables. The decrease in interest income was primarily due to a decrease in our cash held in interest bearing bank accounts.

Previous wording

Interest income for the six months ended June 30, 2025 was $4.6 million as compared to $7.5 million for the same period in 2024, a decrease of $2.9 million or 38%. Interest income reflects interest earned on cash held in bank accounts, money market and certificate of deposit accounts, and the interest from our loan receivables. The decrease in interest income was primarily due to a decrease in our cash held in interest bearing bank accounts.

Current wording

Interest income for the nine months ended September 30, 2025, was $8.2 million as compared to $11.3 million for the same period in 2024, a decrease of $3.1 million or 28%. Interest income reflects interest earned on cash held in bank accounts, money market and certificate of deposit accounts, and the interest from our loan receivables. The decrease in interest income was primarily due to a decrease in our cash held in interest bearing bank accounts.

Previous wording

Other income for the three months ended June 30, 2025 was $1.1 million as compared to $6.1 million for the same period in 2024, a decrease of $5.0 million or 81%. The decrease in other income was primarily due to recognizing a $5.3 million reimbursement in 2024 from Allied Pacific Holdings Investment Management, LLC for taxes associated with the restructuring transaction in December 2023 to spin-off the real estate business and investments (the “Excluded Assets spin-off “). No similar transaction occurred for the three months ended June 30, 2025.

Current wording

Other income for the three months ended September 30, 2025, was $0.4 million as compared to other income of $2.7 million for the same period in 2024, a decrease of $2.2 million or 83%. The decrease in other income was primarily due to a gain recognized in 2024 on the extinguishment of one of our promissory notes. No similar transaction occurred for the three months ended September 30, 2025.

Previous wording

Other loss for the six months ended June 30, 2025 was $3.9 million as compared to other income of $1.9 million for the same period in 2024, a decrease of $5.8 million or 313%. The increase in other loss was primarily due to debt issuance costs that were expensed in connection with the Second Amended and Restated Credit Facility.

Current wording

Other loss for the nine months ended September 30, 2025, was $3.5 million as compared to other income of $4.5 million for the same period in 2024, a decrease of $8.0 million or 177%. The decrease was primarily due to debt issuance costs that were expensed in connection with the Second Amended and Restated Credit Facility, a gain recognized in 2024 on the extinguishment of one of our promissory notes, and a $5.3 million reimbursement in 2024 from Allied Pacific Holdings Investment Management, LLC with no similar transaction occurring in 2025.

Previous wording

Provision for income taxes was $6.6 million for the three months ended June 30, 2025, as compared to $10.0 million for the same period in 2024, a decrease of $3.4 million. The decrease in provision for income taxes was primarily due to a decrease in pre-tax income.

Current wording

Provision for income taxes was $4.6 million for the three months ended September 30, 2025, as compared to $7.8 million for the same period in 2024, a decrease of $3.2 million. The decrease in provision for income taxes was primarily due to a decrease in pre-tax income.

Previous wording

Provision for income taxes was $10.0 million for the six months ended June 30, 2025, as compared to $17.2 million for the same period in 2024, a decrease of $7.2 million. The decrease in provision for income taxes was primarily due to a decrease in pre-tax income.

Current wording

Provision for income taxes was $14.6 million for the nine months ended September 30, 2025, as compared to $25.0 million for the same period in 2024, a decrease of $10.4 million. The decrease in provision for income taxes was primarily due to a decrease in pre-tax income.

Previous wording

Net income attributable to non-controlling interests for the three months ended June 30, 2025, was $0.8 million, as compared to $2.7 million for the same period in 2024, a decrease of $1.9 million. The decrease was primarily driven by a decrease in net income.

Current wording

Net income attributable to non-controlling interests for the three months ended September 30, 2025, was $0.7 million, as compared to $2.9 million for the same period in 2024, a decrease of $2.2 million. The decrease was primarily driven by a decrease in net income.

Previous wording

Net income attributable to non-controlling interests for the six months ended June 30, 2025, was $0.3 million, as compared to $4.7 million for the same period in 2024, a decrease of $4.4 million. The decrease was primarily driven by a decrease in net income.

Current wording

Net income attributable to non-controlling interests for the nine months ended September 30, 2025, was $1.0 million, as compared to $7.6 million for the same period in 2024, a decrease of $6.6 million. The decrease was primarily driven by a decrease in net income.

Previous wording

Our net income attributable to Astrana Health, Inc., for the three months ended June 30, 2025, was $9.4 million, as compared to $19.2 million for the same period in 2024, a decrease of $9.7 million.

Current wording

Our net income attributable to Astrana Health, Inc., for the three months ended September 30, 2025, was $0.4 million, as compared to $16.1 million for the same period in 2024, a decrease of $15.7 million.

Previous wording

Our net income attributable to Astrana Health, Inc., for the six months ended June 30, 2025, was $16.1 million, as compared to $34.0 million for the same period in 2024, a decrease of $17.9 million.

Current wording

Our net income attributable to Astrana Health, Inc., for the nine months ended September 30, 2025, was $16.5 million, as compared to $50.1 million for the same period in 2024, a decrease of $33.6 million.

Previous wording

Adjusted EBITDA for the three months ended June 30, 2025, was $48.1 million, as compared to $47.9 million for the same period in 2024, an increase of $0.2 million and was primarily due to similar utilization trends as the same period in 2024.

Current wording

Adjusted EBITDA for the three months ended September 30, 2025, was $68.5 million, as compared to $45.2 million for the same period in 2024, an increase of $23.3 million, and was primarily due to the acquisition of Prospect.

Previous wording

Adjusted EBITDA for the six months ended June 30, 2025, was $84.5 million, as compared to $90.2 million for the same period in 2024, a decrease of $5.7 million. The decrease was primarily due to a decrease in operating income as a result of higher utilization and an increase in general and administrative expenses.

Current wording

Adjusted EBITDA for the nine months ended September 30, 2025, was $153.0 million, as compared to $135.3 million for the same period in 2024, an increase of $17.6 million. The increase was primarily due to the acquisition of Prospect, partially offset by a decrease in operating income as a result of higher utilization and an increase in general and administrative expenses.

Previous wording

The Company currently has three reportable segments consisting of Care Partners, Care Delivery, and Care Enablement. We evaluate the performance of our operating segments based on segment revenue growth as well as 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, see Note 17 — “Segments” to our condensed consolidated financial statements under Item 1 in this Quarterly Report on Form 10-Q for additional information.

Current wording

The Company currently has three reportable segments consisting of Care Partners, Care Delivery, and Care Enablement. We evaluate the performance of our operating segments based on segment revenue growth as well as 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. The Company integrated the Prospect Acquisition into its three reportable segments. For more information about our segments, see Note 17 — “Segments” to our condensed consolidated financial statements under Item 1 in this Quarterly Report on Form 10-Q for additional information.

Previous wording

The following table sets forth our revenue and operating income by segment for the three and six months ended June 30, 2025 and 2024 (in thousands):

Current wording

The following table sets forth our revenue and operating income by segment for the three and nine months ended September 30, 2025 and 2024 (in thousands):

Previous wording

Revenue for the three months ended June 30, 2025, was $38.4 million, as compared to $34.9 million for the three months ended June 30, 2024, an increase of $3.5 million. Operating income for the three months ended June 30, 2025, was $2.1 million, as compared to income of $1.8 million for the three months ended June 30, 2024, an increase in operating income of $0.3 million. The increase in revenue and operating income was primarily driven by an increased volume in patient visits and continued investments at our primary, multi-specialty, and ancillary Care Delivery entities.

Current wording

Revenue for the three months ended September 30, 2025, was $86.9 million, as compared to $34.7 million for the three months ended September 30, 2024, an increase of $52.1 million. Operating loss for the three months ended September 30, 2025, was $1.0 million, as compared to loss of $1.4 million for the three months ended September 30, 2024, an increase in operating income of $0.3 million. The increase in revenue and operating income was primarily driven by $49.1 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.

Previous wording

Revenue for the six months ended June 30, 2025, was $71.8 million, as compared to $65.6 million for the six months ended June 30, 2024, an increase of $6.2 million. Operating loss for the six months ended June 30, 2025, was $1.0 million as compared to income of $1.6 million for the six months ended June 30, 2024, an increase in operating loss of $2.5 million. The increase in revenue was primarily driven by an increased volume in patient visits at our primary, multi-specialty, and ancillary Care Delivery entities. The increase in operating loss was due to an increase in expenses incurred related to our newer clinic locations that opened.

Current wording

Revenue for the nine months ended September 30, 2025, was $158.7 million, as compared to $100.3 million for the nine months ended September 30, 2024, an increase of $58.3 million. Operating loss for the nine months ended September 30, 2025, was $2.0 million, as compared to operating income of $0.2 million for the nine months ended September 30, 2024, an increase in operating loss of $2.2 million. The increase in revenue was primarily driven by $49.1 million from the inclusion of Prospect, as well as an increased volume in patient visits at our primary, multi-specialty, and ancillary Care Delivery entities. The decrease in operating income was attributable an increase in expenses incurred related to our newer clinic locations.

Previous wording

Revenue for the three months ended June 30, 2025, was $40.9 million, as compared to $36.2 million for three months ended June 30, 2024, an increase of $4.7 million. Operating income for the three months ended June 30, 2025 was $1.8 million, as compared to operating income of $6.9 million for the three months ended June 30, 2024. The increase in revenue was primarily due to managing more IPAs in our Care Partners segment. The decrease in operating income was due to higher costs as a result of an increase in the workforce that provides management and administrative services.

Current wording

Revenue for the three months ended September 30, 2025, was $87.3 million, as compared to $40.9 million for the three months ended September 30, 2024, an increase of $46.4 million. Operating income for the three months ended September 30, 2025 was $23.4 million, as compared to operating income of $6.3 million for the three months ended September 30, 2024. The increase in revenue was primarily due to managing more IPAs in our Care Partners segment, including $42.4 million from Prospect. The increase in operating income was primarily due to the acquisition of Prospect.

Previous wording

Revenue for the six months ended June 30, 2025, was $80.5 million, as compared to $69.4 million for six months ended June 30, 2024, an increase of $11.0 million. Operating income for the six months ended June 30, 2025, was $5.4 million as compared to operating income of $10.4 million for the six months ended June 30, 2024. The increase in revenue was primarily due to managing more IPAs in our Care Partners segment. The decrease in operating income was due to higher costs as a result of an increase in the workforce that provides management and administrative services.

Current wording

Revenue for the nine months ended September 30, 2025, was $167.8 million, as compared to $110.4 million for the nine months ended September 30, 2024, an increase of $57.4 million. Operating income for the nine months ended September 30, 2025, was $28.8 million, as compared to operating income of $16.7 million for the nine months ended September 30, 2024. The increase in revenue was primarily due to managing more IPAs in our Care Partners segment, including $42.4 million from Prospect. The increase in operating income was primarily due to the acquisition of Prospect, partially offset by higher costs incurred by the Care Enablement segment as a result of an increase in the workforce that provides management and administrative services.

Previous wording

Set forth below are reconciliations of Net Income to EBITDA and Adjusted EBITDA, as well as the reconciliation to Adjusted EBITDA margin for the three and six months ended June 30, 2025 and 2024. We define Adjusted EBITDA margin as Adjusted EBITDA over total revenue.

Current wording

Set forth below are reconciliations of Net Income to EBITDA and Adjusted EBITDA, as well as the reconciliation to Adjusted EBITDA margin for the three and nine months ended September 30, 2025 and 2024. We define Adjusted EBITDA margin as Adjusted EBITDA over total revenue.

Previous wording

Other, net for the three months ended June 30, 2025 relates to transaction costs for the Prospect Transaction, certain costs associated with the CHS transaction, non-cash changes related to the change in the fair value of our call option and Collar Agreement, and severance fees incurred.

Current wording

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"), $12.7 million for transaction and integration costs primarily for the acquisition of Prospect, certain costs associated with the CHS transaction, non-cash changes related to the change in the fair value of our call option and Collar Agreement, and severance fees incurred.

Previous wording

Other, net for the six months ended June 30, 2025 relates to debt issuance costs expensed in connection with our Second Amended and Restated Credit Facility, transaction costs for the Prospect Transaction, data transition costs for our recent acquisitions, certain costs associated with the CHS transaction, non-cash changes related to change in the fair value of our call option and Collar Agreement, and severance fees incurred.

Current wording

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, $23.6 million for transaction and integration costs primarily for the acquisition of Prospect, debt issuance costs incurred in connection with our Second Amended and Restated Credit Facility, certain costs associated with the CHS transaction, non-cash changes related to change in the fair value of our call option and Collar Agreement, and severance fees incurred.

Previous wording

Other, net for six months ended June 30, 2024 relates to financial guarantee via a letter of credit that we provided almost three years ago in support of two local provider-led ACOs, non-cash changes related to change in the fair value of our financing obligation to purchase the remaining equity interests in one of our investments, non-cash changes related to change in the fair value of the Company’s Collar Agreement, transaction costs incurred for our investments and tax restructuring fees, and reimbursement from a related party of the Company for taxes associated with the Excluded Assets spin-off.

Current wording

Other, net, for nine months ended September 30, 2024, relates to a financial guarantee via a letter of credit that we provided in support of two local provider-led ACOs, non-cash changes related to change in the fair value of our financing obligation to purchase the remaining equity interests in one of our investments, non-cash changes related to change in the fair value of the Company’s Collar Agreement, non-cash gain on debt extinguishment related to one of our promissory note payables, transaction costs incurred for our investments and tax restructuring fees, and reimbursement from a related party of the Company for taxes associated with the excluded assets spin-off.

Previous wording

Cash, cash equivalents, and investment in marketable securities at June 30, 2025, totaled $342.1 million, as compared to $290.8 million at December 31, 2024. Working capital totaled $269.4 million at June 30, 2025, as compared to $272.9 million at December 31, 2024, a decrease of $3.5 million.

Current wording

Cash, cash equivalents, and investment in marketable securities at September 30, 2025, totaled $463.4 million, as compared to $290.8 million at December 31, 2024. Working capital totaled $253.7 million at September 30, 2025, as compared to $272.9 million at December 31, 2024, a decrease of $19.2 million.

Previous wording

We have historically financed our operations primarily through internally generated funds and borrowings on long-term debt. We generate cash primarily from capitation contracts, risk pool settlements and incentives, fees for medical management services provided to our affiliated physician groups, and FFS reimbursements. We generally invest cash in money market accounts and certificates of deposit, which are classified as cash and cash equivalents. In February 2025, we entered into the Second Amended and Restated Credit Agreement which amended and restated that certain amended credit agreement and provided for a five-year revolving credit facility of $300.0 million, a term loan of $250.0 million, and a delayed-draw term loan of $745.0 million, which were primarily used to refinance certain existing indebtedness and to fund the costs associated with the Prospect Transaction. In addition, we have a current shelf registration statement filed with the SEC under which we may issue common stock, preferred stock, debt securities, and other securities that may be offered in one or more offerings on terms to be determined at the time of the offering. We believe we have sufficient liquidity to fund our operations through at least the next 12 months and the foreseeable future.

Current wording

We have historically financed our operations primarily through internally generated funds and borrowings on long-term debt. We generate cash primarily from capitation contracts, risk pool settlements and incentives, fees for medical management services provided to our affiliated physician groups, and FFS reimbursements. We generally invest cash in money market accounts and certificates of deposit, which are classified as cash and cash equivalents. In February 2025, we entered into the Second Amended and Restated Credit Agreement, which amended and restated that certain amended credit agreement and provided for a five-year revolving credit facility of $300.0 million, a term loan of $250.0 million, and a delayed-draw term loan of $745.0 million, which were primarily used to refinance certain existing indebtedness and to fund the costs associated with the Prospect Acquisition. In July 2025, we drew down on the delayed-draw term loan for $707.3 million to fund the Prospect Acquisition and terminated the remainder of the commitment. In addition, we have a current shelf registration statement filed with the SEC under which we may issue common stock, preferred stock, debt securities, and other securities that may be offered in one or more offerings on terms to be determined at the time of the offering. We believe we have sufficient liquidity to fund our operations through at least the next 12 months and the foreseeable future.