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Astrana Health, Inc.

For the period ended Jun 30, 2026. Filed Aug 10, 2026.

View on SEC.gov

About this filing

A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.

Jun 30, 2026 · Filed Aug 10, 2026

ASTH$34.50-11.6%Stored close · as of Nov 6, 2026

What changed in Management’s Discussion and Analysis?

Read the current filing

Previous report: 10-Q

Period ended 2026-03-31; filed 2026-05-08.

0001193125-26-213157

ITEM 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Current report: 10-Q

Period ended 2026-06-30; filed 2026-08-10.

0001193125-26-342631

ITEM 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.

Compared 97 previous paragraphs and 116 current paragraphs.

53 unchanged; 38 reworded; 17 added; 4 removed; 2 previous and 8 current paragraphs rearranged.

Tables are not compared: 8 previous and 11 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.

A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.

Added paragraphs (17)

Current report

Revenue for the six months ended June 30, 2026 was $1,937.6 million, as compared to $1,275.2 million for the six months ended June 30, 2025, an increase of $662.4 million or 52%. The increase in revenue was primarily attributable to the Prospect acquisition, which contributed $581.6 million of revenue. In addition, capitation revenue increased by $91.4 million primarily as a result of enrollees transitioning to full risk through our Restricted Knox-Keene plans.

Current report

General and administrative expenses for the six months ended June 30, 2026 were $115.9 million, as compared to $94.6 million for the same period in 2025, an increase of $21.3 million or 22%. The increase was primarily due to $29.8 million from the acquisition of Prospect.

Current report

Other loss for the three months ended June 30, 2026 was $2.3 million, as compared to other income of $1.1 million for the same period in 2025, a decrease in other income of $3.4 million or 303%. The decrease in other income was primarily due to accrual for a non-routine legal matter.

Current report

Provision for income taxes was $15.3 million for the six months ended June 30, 2026, as compared to $10.0 million for the same period in 2025, an increase of $5.3 million primarily due to an increase in pre-tax income.

Current report

Net income for the three months ended June 30, 2026 was $18.5 million, as compared to $10.2 million for the same period in 2025, an increase of $8.2 million.

Current report

Net income for the six months ended June 30, 2026 was $31.6 million, as compared to $16.4 million for the same period in 2025, an increase of $15.1 million.

Current report

Net loss attributable to non-controlling interest for the six months ended June 30, 2026 was $2.6 million, as compared to a net income attributable to non-controlling interests of $0.3 million for the same period in 2025, a decrease of $2.9 million. The increase was primarily driven by losses in APC.

Current report

Our net income attributable to Astrana Health, Inc. for the six months ended June 30, 2026 was $34.2 million, as compared to $16.1 million for the same period in 2025, an increase of $18.1 million.

Current report

Adjusted EBITDA for the six months ended June 30, 2026 was $135.2 million, as compared to $84.5 million for the same period in 2025, an increase of $50.7 million primarily due to the Prospect acquisition.

Current report

Revenue for the six months ended June 30, 2026 was $1,842.5 million, as compared to $1,232.4 million for the six months ended June 30, 2025, an increase of $610.1 million. Operating income for the six months ended June 30, 2026 was $82.3 million, as compared to $93.9 million for the six months ended June 30, 2025, a decrease in operating income of $11.6 million. The increase in revenue was primarily due to recent acquisitions within our Care Partners segment, including $518.9 million in revenue from the Prospect acquisition, and members transitioning to full risk through our Restricted Knox-Keene plans. The decrease in operating income was primarily due to non-routine allowances recorded against receivables that we plan to recover from the payer and higher claims expense reflecting typical quarterly utilization patterns.

Current report

Revenue for the six months ended June 30, 2026 was $159.8 million, as compared to $71.8 million for the six months ended June 30, 2025, an increase of $88.0 million. Operating loss for the six months ended June 30, 2026 was $5.9 million, as compared to a loss of $1.0 million, for the six months ended June 30, 2025, a decrease in operating income of $5.0 million. The increase in revenue was primarily driven by $85.9 million of revenue from the inclusion of Prospect, as well as increased volume in patient visits and continued investments at our primary, multi-specialty, and ancillary Care Delivery entities. The decrease in operating income was driven by increased costs to support the growth of our Care Delivery business.

Current report

Revenue for the three months ended June 30, 2026, was $85.6 million, as compared to $40.9 million for the three months ended June 30, 2025, an increase of $44.7 million. Operating income for the three months ended June 30, 2026 was $16.4 million, as compared to $1.8 million for the three months ended June 30, 2025, an increase of $14.6 million. The increases in revenue and operating income were primarily due to the addition of Prospect, which contributed $36.7 million in revenue, and management fees earned from increased Care Partners revenue and new external contracts.

Current report

Revenue for the six months ended June 30, 2026 was $173.3 million, as compared to $80.5 million for the six months ended June 30, 2025, an increase of $92.9 million. Operating income for the six months ended June 30, 2026 was $36.5 million, as compared to $5.4 million, for the six months ended June 30, 2025, an increase in operating income of $31.2 million. The increases in revenue and operating income were primarily due to the addition of Prospect, which contributed $77.5 million in revenue, and management fees earned from increased Care Partners revenue and new external contracts.

Current report

Other, net, for the three months ended June 30, 2026 relates to post-acquisition integration costs, non-cash update to the fair value of an equity purchase financing obligation, accruals for non-routine legal matters, and severance.
Removed paragraphs (4)

Previous report

On April 6, 2026, the Centers for Medicare & Medicaid Services (“CMS”) issued its final 2027 Medicare Advantage and Part D payment rates (“2027 CMS Rates”). The final notice saw a modest increase in the ratebook in addition to continuing to use the 2024 Medicare Advantage risk adjustment model for 2027, rather than implementing a proposed updated model. CMS retained two risk adjustment modifications which Astrana estimates will not have material effect on our financials. Astrana believes the higher rates along with the commitment to risk adjustment stability in 2027 will benefit Astrana, and we believe Astrana is well-positioned in the 2027 Medicare Advantage marketplace.

Previous report

The Second Amended and Restated Credit Agreement provides for (a) a five-year revolving credit facility to the Company of $300.0 million, which includes a letter of credit sub-facility of up to $100.0 million and a swingline loan sub-facility of $25.0 million, (b) a five-year term loan A credit facility to the Company of $250.0 million, and (c) a five-year delayed draw term loan credit facility to the Company of $745.0 million, of which $707.3 million was drawn down, and the remainder of the commitment terminated, in connection with closing the Prospect acquisition. The five-year revolving credit facility and the Term Loans mature on February 26, 2030.
Reworded paragraphs (38)

Previous wording

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

Current wording

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

Previous wording

Through our risk-bearing organizations with more than 20,000 contracted physicians, we were responsible for coordinating the care for approximately 1.55 million patients as of March 31, 2026. These covered patients are managed care members whose health coverage is provided either through their employers, directly from a health plan, or as a result of their eligibility for Medicaid or Medicare benefits. Our managed patients benefit from an integrated approach that places physicians at the center of patient care and utilizes sophisticated risk management techniques and clinical protocols to deliver high-quality, cost-effective care.

Current wording

Through our risk-bearing organizations with more than 20,000 contracted physicians, we were responsible for coordinating the care for approximately 1.5 million patients as of June 30, 2026. These covered patients are managed care members whose health coverage is provided either through their employers, directly from a health plan, or as a result of their eligibility for Medicaid or Medicare benefits. Our managed patients benefit from an integrated approach that places physicians at the center of patient care and utilizes sophisticated risk management techniques and clinical protocols to deliver high-quality, cost-effective care.

Previous wording

As of March 31, 2026 and 2025, we managed a total of 29 and 20 independent risk-bearing organizations, respectively, including both affiliated and non-affiliated. The total number of patients for whom we managed the delivery of healthcare services was approximately 1.55 million and 1.0 million as of March 31, 2026 and 2025, respectively.

Current wording

As of June 30, 2026 and 2025, we managed a total of 29 and 21 independent risk-bearing organizations, respectively, including both affiliated and non-affiliated. The total number of patients for whom we managed the delivery of healthcare services was approximately 1.5 million and 1.0 million as of June 30, 2026 and 2025, respectively.

Previous wording

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

Current wording

Revenue for the three months ended June 30, 2026 was $972.5 million, as compared to $654.8 million for the three months ended June 30, 2025, an increase of $317.7 million or 49%. The increase in revenue was primarily attributable to the Prospect acquisition, which contributed $281.5 million of revenue. In addition, capitation revenue increased by $45.0 million primarily as a result of 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 March 31, 2026, were $859.4 million, as compared to $549.1 million for the same period in 2025, an increase of $310.3 million or 57%. 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 contributed approximately $259.3 million from the date of acquisition.

Current wording

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

Previous wording

General and administrative expenses for the three months ended March 31, 2026, was $61.7 million, as compared to $43.9 million for the same period in 2025, an increase of $17.8 million or 41%. The increase was primarily due to $16.4 million from the inclusion of Prospect’s results of operations from the date of acquisition as well as other general and administrative expenses to support operational growth.

Current wording

General and administrative expenses for the three months ended June 30, 2026 were $54.2 million, as compared to $50.7 million for the same period in 2025, an increase of $3.4 million or 7%. The increase was primarily due to $13.3 million from the acquisition of Prospect as well as other general and administrative expenses to support operational growth.

Previous wording

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

Current wording

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

Previous wording

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

Current wording

Income from equity method investments for the three months ended June 30, 2026 was $0.5 million, as compared to $0.4 million for the same period in 2025. This amount includes our portion of the equity method investment’s net earnings and losses. This increase was primarily due to Allied Physicians of California, a Professional Medical Corporation’s (“APC”) equity method investment in LaSalle Medical Associates and our non-consolidated VIEs.

Previous wording

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

Current wording

Interest expense for the three months ended June 30, 2026 was $16.0 million, as compared to $7.4 million for the same period in 2025, an increase of $8.6 million or 117%. The increase in interest expense was primarily due to the increased borrowings under the Second Amended and Restated Credit Facility to finance the Prospect acquisition, partially offset by a decrease in interest rates on our floating-rate debt. Our outstanding borrowings, as of June 30, 2026, increased to $948.3 million on the Second Amended and Restated Credit Facility from $408.9 million borrowed under the facility as of June 30, 2025. The interest rate on the Term Loans and the Revolver Loan was 5.64% as of June 30, 2026. As of June 30, 2025, the interest rate for the Term Loans and the Revolver Loan was 6.08%.

Previous wording

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

Current wording

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

Previous wording

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

Current wording

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

Previous wording

Other income for the three months ended March 31, 2026, was $0.7 million, as compared to other loss of $5.1 million for the same period in 2025, an increase of $5.7 million or 113%. The increase in other income was primarily due to debt issuance costs incurred in connection with the Second Amended and Restated Credit Facility in 2025. No similar transaction occurred for the three months ended March 31, 2026.

Current wording

Other loss for the six months ended June 30, 2026 was $1.6 million, as compared to other loss of $3.9 million for the same period in 2025, a decrease in other loss of $2.3 million or 58%. The decrease in other loss was primarily due to accrual for a non-routine legal matter in the 2026 period, partially offset by debt issuance costs incurred in connection with the Second Amended and Restated Credit Facility in 2025. No similar transaction occurred for the six months ended June 30, 2026.

Previous wording

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

Current wording

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

Previous wording

Net loss attributable to non-controlling interests for the three months ended March 31, 2026, was $1.3 million, as compared to $0.5 million for the same period in 2025, an increase of $0.8 million. The increase was primarily driven by losses in APC.

Current wording

Net loss attributable to non-controlling interests for the three months ended June 30, 2026 was $1.3 million, as compared to a net income attributable to non-controlling interests of $0.8 million for the same period in 2025, a decrease of $2.1 million. The increase was primarily driven by losses in APC.

Previous wording

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

Current wording

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

Previous wording

Adjusted EBITDA for the three months ended March 31, 2026, was $66.3 million, as compared to $36.4 million for the same period in 2025, an increase of $29.9 million, and was primarily due to the Prospect acquisition.

Current wording

Adjusted EBITDA for the three months ended June 30, 2026 was $68.9 million, as compared to $48.1 million for the same period in 2025, an increase of $20.8 million primarily due to the Prospect acquisition.

Previous wording

We currently have 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 unaudited condensed consolidated financial statements under Item 1 in this Quarterly Report on Form 10-Q for additional information.

Current wording

We currently have three reportable segments consisting of Care Partners, Care Delivery, and Care Enablement. Segment performance is evaluated based on segment revenue growth and 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. See Note 17 — “Segments” to our unaudited 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 (loss) by segment for the three months ended March 31, 2026 and 2025 (in thousands):

Current wording

The following tables set forth our revenue and operating income (loss) by segment for the three and six months ended June 30, 2026 and 2025 (in thousands):

Previous wording

Revenue for the three months ended March 31, 2026, was $909.7 million, as compared to $601.0 million for the three months ended March 31, 2025, an increase of $308.8 million. Operating income for the three months ended March 31, 2026, was $39.5 million, as compared to $44.2 million for the three months ended March 31, 2025, a decrease in operating income of $4.8 million. The increase in revenue was primarily due to recent acquisitions within our Care Partners segment, including $266.5 million in revenue from the Prospect acquisition, and members transitioning to full risk through our Restricted Knox-Keene plans. The decrease in operating income was primarily due to slightly higher growth in our cost of services expense compared to corresponding revenue related to our increased participation in value-based care and medical costs associated with both professional and institutional risk of our Restricted Knox-Keene licensed health plans.

Current wording

Revenue for the three months ended June 30, 2026 was $932.8 million, as compared to $631.4 million for the three months ended June 30, 2025, an increase of $301.4 million. Operating income for the three months ended June 30, 2026 was $42.9 million, as compared to $49.7 million for the three months ended June 30, 2025, a decrease in operating income of $6.8 million. The increase in revenue was primarily due to our acquisitions within our Care Partners segment, including $252.3 million in revenue from the Prospect acquisition, and members transitioning to full risk through our Restricted Knox-Keene plans. The decrease in operating income was primarily due to higher claims expense reflecting typical quarterly utilization patterns.

Previous wording

Revenue for the three months ended March 31, 2026, was $85.1 million, as compared to $33.4 million for the three months ended March 31, 2025, an increase of $51.7 million. Operating loss for the three months ended March 31, 2026, was $3.0 million, as compared to loss of $3.1 million for the three months ended March 31, 2025, an increase in operating income of $0.1 million. The increase in revenue was primarily driven by $49.9 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.

Current wording

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

Previous wording

Revenue for the three months ended March 31, 2026, was $87.7 million, as compared to $39.6 million for the three months ended March 31, 2025, an increase of $48.2 million. Operating income for the three months ended March 31, 2026 was $20.2 million, as compared to operating income of $3.5 million for the three months ended March 31, 2025, an increase of $16.6 million. The increase in revenue and operating income was primarily due to managing more IPAs in our Care Partners segment and through new external contracts, including those acquired through Prospect, including $40.8 million in revenue and $13.6 million in operating income contributed by the Prospect acquisition. As of March 31, 2026 and 2025, the total number of affiliated physician groups we managed were 29 and 20 groups, respectively.

Current wording

As of June 30, 2026 and 2025, the total number of affiliated physician groups we managed were 29 and 21 groups, respectively.

Previous wording

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 months ended March 31, 2026 and 2025.

Current wording

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

Previous wording

Other, net, for the three months ended March 31, 2026, relates to an allowance on receivables that the Company plans to recover from the payer, post-acquisition integration costs, and severance fees incurred.

Current wording

Other, net, for the six months ended June 30, 2026 relates to an allowance on receivables that the Company plans to recover from the payer, post-acquisition integration costs, non-cash update to the fair value of an equity purchase financing obligation, accruals for non-routine legal matters, and severance.

Previous wording

Other, net, for the three months ended March 31, 2025, relates to debt issuance costs expensed in connection with our Second Amended and Restated Credit Facility, transaction costs for our acquisition of Prospect, certain costs for some of our acquisitions, 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 six months ended June 30, 2025 relates to debt issuance costs expensed in connection with our Second Amended and Restated Credit Facility, transaction and other costs related to our acquisitions including Prospect, non-cash changes in the fair values of our call option and collar agreement, and severance.

Previous wording

Set forth below are reconciliations of net income to adjusted net income attributable to Astrana as well as the reconciliations to adjusted EPS - diluted for the three months ended March 31, 2026 and 2025.

Current wording

Set forth below are reconciliations of net income to adjusted net income attributable to Astrana as well as the reconciliations to adjusted EPS – diluted for the three and six months ended June 30, 2026 and 2025.

Previous wording

Tax adjustments for the three months ended March 31, 2025, includes the tax effect for, at a 27.1% statutory blended tax rate, the adjustments made to net income of $5.7 million, partially offset by 162(m) impact of $1.1 million.

Current wording

Tax adjustments for the three and six months ended June 30, 2026 includes the tax effect for, at a 27.4% statutory blended tax rate, the adjustments made to net income of $8.2 million and $17.0 million, respectively, partially offset by 162(m) impact of $2.2 million and $3.5 million, respectively.

Previous wording

Tax adjustments for the three months ended March 31, 2026, includes the tax effect for, at a 27.1% statutory blended tax rate, the adjustments made to net income of $8.9 million, partially offset by 162(m) impact of $1.3 million.

Current wording

Tax adjustments for the three and six months ended June 30, 2025 includes the tax effect for, at a 27.1% statutory blended tax rate, the adjustments made to net income of $6.9 million and $12.7 million, respectively, partially offset by 162(m) impact of $2.3 million and $3.4 million, respectively.

Previous wording

Includes net loss attributable to non-controlling interests (“NCI”) of $1.3 million, offset by adjustments attributable to NCI of $3.2 million, for the three months ended March 31, 2026.

Current wording

Includes net loss attributable to non-controlling interests (“NCI”) of $1.3 million and $2.6 million, respectively, offset by adjustments attributable to NCI of $3.8 million and $7.1 million, respectively, for the three and six months ended June 30, 2026.

Previous wording

Includes net loss attributable to NCI of $0.5 million, offset by adjustments attributable to NCI of $2.8 million, for the three months ended March 31, 2025.

Current wording

Includes net income attributable to NCI of $0.8 million and $0.3 million, respectively, as well as adjustments attributable to NCI of $2.9 million and $5.7 million, respectively, for the three and six months ended June 30, 2025.

Previous wording

The following table provides a reconciliation of net cash provided by operating activities to free cash flow for the three months ended March 31, 2026 and 2025 (in thousands):

Current wording

The following table provides a reconciliation of net cash provided by operating activities to free cash flow for the six months ended June 30, 2026 and 2025 (in thousands):

Previous wording

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 Astrana, adjusted EPS - diluted, and free cash flow differently, limiting the usefulness of these measures for comparative purposes. To the extent this Form 10-Q 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.

Current wording

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 Astrana, adjusted EPS – diluted, and free cash flow differently, limiting the usefulness of these measures for comparative purposes. To the extent this Quarterly Report on Form 10-Q 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.

Previous wording

Cash and cash equivalents at March 31, 2026, totaled $478.4 million, as compared to $429.5 million at December 31, 2025. Working capital totaled $258.7 million at March 31, 2026, as compared to $248.0 million at December 31, 2025, an increase of $10.7 million.

Current wording

Cash and cash equivalents at June 30, 2026 totaled $400.8 million, as compared to $429.5 million at December 31, 2025. Working capital totaled $171.5 million at June 30, 2026, as compared to $248.0 million at December 31, 2025, a decrease of $76.5 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, FFS reimbursements, and other revenues. We generally invest cash in money market accounts, 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 provides for a five-year revolving credit facility of $300.0 million, a term loan of $250.0 million, and a delayed-draw term loan that was drawn for $707.3 million in July 2025, which we primarily used to refinance certain existing indebtedness and to fund the costs associated with the Prospect acquisition. We had $138.0 million remaining available under the revolving credit facility as of March 31, 2026. 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, FFS reimbursements, and other revenues. We generally invest cash in money market accounts, 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 provides for a five-year revolving credit facility of $300.0 million (the “Revolver Loan”), a term loan of $250.0 million, and a delayed-draw term loan that was drawn for $707.3 million in July 2025, which we primarily used to refinance certain existing indebtedness and to fund the costs associated with the Prospect acquisition (as combined, the “Term Loans”). We had $258.0 million remaining available under the revolving credit facility as of June 30, 2026. 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.

Previous wording

Cash provided by operating activities for the three months ended March 31, 2026, was $68.1 million, as compared to cash provided by operating activities of $16.6 million for the three months ended March 31, 2025. The increase in cash provided by operating activities was primarily driven by favorable changes in working capital relative to the three months ended March 31, 2025 and higher adjusted net income. The change in working capital for the 2026 and 2025 periods included timing of claims payments related to our medical liabilities, timing of payments for provider incentives, and a decrease in cash paid for income taxes. For the three months ended March 31, 2026, net income, exclusive of depreciation and amortization, amortization of debt issuance cost, share-based compensation, non-cash lease expense, deferred tax, change in fair value of contingent consideration liabilities, and other was $41.6 million, as compared to $24.6 million for the three months ended March 31, 2025.

Current wording

Cash provided by operating activities for the six months ended June 30, 2026, was $100.8 million, as compared to cash provided by operating activities of $107.5 million for the six months ended June 30, 2025. The decrease in cash provided by operating activities was primarily driven by unfavorable changes in working capital relative to the six months ended June 30, 2025 and partially offset by higher adjusted net income. The change in working capital for the 2026 and 2025 periods included timing of claims payments related to our medical liabilities, timing of payments for provider incentives, and a decrease in cash paid for income taxes. For the six months ended June 30, 2026, net income, exclusive of depreciation and amortization, amortization of debt issuance cost, share-based compensation, non-cash lease expense, deferred tax, change in fair value of contingent consideration liabilities, and other was $81.9 million, as compared to $56.0 million for the six months ended June 30, 2025.

Previous wording

Cash used in investing activities during the three months ended March 31, 2026, was $2.8 million, primarily due to purchases of property and equipment for $4.0 million. Cash used in investing activities during the three months ended March 31, 2025, was $2.4 million primarily due to purchases of property and equipment of $3.1 million.

Current wording

Cash used in investing activities during the six months ended June 30, 2026, was $9.1 million, primarily due to purchases of property and equipment of $7.9 million and payments for business and assets acquisition, net of cash acquired of $3.7 million. Cash used in investing activities during the six months ended June 30, 2025 was $3.5 million primarily due to purchases of property and equipment of $4.5 million.

Previous wording

Cash used in financing activities during the three months ended March 31, 2026, was $16.0 million, primarily due to repayments of debt of $12.0 million, repurchase of treasury shares of $2.9 million, tax payments from net share settlement of restricted stock awards and units of $1.2 million, and dividend payments of $0.1 million. Cash used in financing activities during the three months ended March 31, 2025, was $44.2 million, primarily due to repayments of debt of $428.2 million, payments of deferred financing costs of $17.2 million, dividends paid of $5.5 million, and taxes paid from net share settlement of restricted stock of $4.1 million, partially offset by borrowings on debt of $412.0 million.

Current wording

Cash used in financing activities during the six months ended June 30, 2026, was $120.0 million, primarily due to repayments of debt of $103.9 million, repurchase of treasury and subsidiary’s shares of $4.4 million, tax payments from net share settlement of restricted stock of $3.8 million, payment of contingent liabilities of $2.9 million, and dividend payments of $0.2 million. Cash used in financing activities during the six months ended June 30, 2025 was $52.8 million, primarily due to repayments of debt of $431.4 million, payments of deferred financing costs of $17.2 million, dividends paid of $6.2 million, taxes paid from net share settlement of restricted stock of $5.1 million, and other financing activities of $4.9 million consisting of payment of contingent consideration and repurchase of treasury shares, partially offset by borrowings on debt of $412.0 million.

Previous wording

See Note 8 — “Credit Facility and Bank Loans” to our condensed consolidated financial statements under Item 1 in this quarterly report on Form 10-Q for additional information on our debt obligations.

Current wording

The Revolver Loan and the Term Loans under our Second Amended and Restated Credit Agreement mature on February 26, 2030. See Note 8 — “Credit Facility and Bank Loans” to our unaudited condensed consolidated financial statements under Part I. Item 1 in this Quarterly Report on Form 10-Q for additional information.

Previous wording

The preparation of financial statements and related disclosures in conformity with U.S. GAAP requires our management to make judgments, assumptions, and estimates that affect the amounts of revenue, expenses, income, assets, and liabilities reported in our condensed consolidated financial statements and accompanying notes. Actual results and the timing of recognition of such amounts could differ from those judgments, assumptions, and estimates. In addition, judgments, assumptions, and estimates routinely require adjustment based on changing circumstances and the receipt of new or better information. Understanding our accounting policies and the extent to which management uses judgment, assumptions, and estimates in applying these policies is therefore integral to understanding our financial statements. Critical accounting policies and estimates are defined as those that reflect significant judgments and uncertainties, potentially resulting in materially different results under different assumptions and conditions. We summarize our most significant accounting policies in relation to the accompanying condensed consolidated financial statements in Note 2 — “Basis of Presentation and Summary of Significant Accounting Policies” thereto. Please also refer to the Critical Accounting Policies section of Management’s Discussion and Analysis of Financial Condition and Results of Operations included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2025.

Current wording

The preparation of financial statements and related disclosures in conformity with U.S. GAAP requires our management to make judgments, assumptions, and estimates that affect the amounts of revenue, expenses, income, assets, and liabilities reported in our condensed consolidated financial statements and accompanying notes. Actual results and the timing of recognition of such amounts could differ. In addition, judgments, assumptions, and estimates routinely require adjustment based on changing circumstances and the receipt of new or better information. Understanding our accounting policies and the extent to which management uses judgment, assumptions, and estimates in applying these policies is therefore integral to understanding our financial statements. Critical accounting policies and estimates are defined as those that reflect significant judgments and uncertainties, potentially resulting in materially different results under different assumptions and conditions. We summarize our most significant accounting policies in relation to the accompanying condensed consolidated financial statements in Note 2 — “Basis of Presentation and Summary of Significant Accounting Policies” thereto. Please also refer to the “Critical Accounting Policies” section of Management’su Discussion and Analysis of Financial Condition and Results of Operations included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2025.
Rearranged current paragraphs (8)

Current report — wording carried from elsewhere

Condensed Consolidated Statements of Income (in thousands)

Current report — wording carried from elsewhere

Expenses related to cost of services, excluding depreciation and amortization for the six months ended June 30, 2026 were $1,727.9 million, as compared to $1,125.9 million for the same period in 2025, an increase of $602.0 million or 53%. The overall increase was primarily due to $488.8 million from the acquisition of Prospect and increased participation in a value-based Medicare FFS model and medical costs associated with both professional and institutional risk of our Restricted Knox-Keene licensed health plans.

Current report — wording carried from elsewhere

Depreciation and amortization expenses for the six months ended June 30, 2026 were $31.0 million, as compared to $13.8 million for the same period in 2025, an increase of $17.3 million or 126%, driven by $18.4 million due to the Prospect acquisition, primarily from the acquisition of its intangible assets. This amount includes depreciation of property and equipment and the amortization of intangible assets.

Current report — wording carried from elsewhere

Income from equity method investments for the six months ended June 30, 2026 was $2.3 million, as compared to a loss of $0.5 million for the same period in 2025. This amount includes our portion of the equity method investment’s net earnings and losses. This increase was primarily due to APC equity method investment in LaSalle Medical Associates and our non-consolidated VIEs.

Current report — wording carried from elsewhere

Interest expense for the six months ended June 30, 2026 was $32.1 million, as compared to $14.7 million for the same period in 2025, an increase of $17.4 million or 119%. The increase in interest expense was primarily due to the increased borrowings under the Second Amended and Restated Credit Facility to finance the Prospect acquisition, partially offset by a decrease in interest rates on our floating-rate debt. Our outstanding borrowings, as of June 30, 2026, increased to $948.3 million on the Second Amended and Restated Credit Facility from $408.9 million borrowed under the facility as of June 30, 2025. The interest rate on the Term Loans and the Revolver Loan was 5.64% as of June 30, 2026. As of June 30, 2025, the interest rate for the Term Loans and the Revolver Loan was 6.08%.

Current report — wording carried from elsewhere

Interest income for the six months ended June 30, 2026 was $9.7 million, as compared to $4.6 million for the same period in 2025, an increase of $5.1 million or 109%. Interest income reflects interest earned on cash held in bank accounts, money market and certificate of deposit accounts, and the interest from our loans receivable. The change in interest income was primarily due to an increase in our cash held in interest bearing bank accounts, including $1.6 million of interest income related to cash accounts from the Prospect acquisition.

Current report — wording carried from elsewhere

Unrealized gain on investments for the six months ended June 30, 2026, as compared to the same period in 2025, increased $5.8 million primarily due to the change in fair value of our interest rate swap and the change in fair value of our financing obligation.

Current report — wording carried from elsewhere

Other, net, for the three months ended June 30, 2025 relates to transaction and other costs related to our acquisitions including Prospect, non-cash changes in the fair value of our call option and collar agreement, and severance.
Rearranged previous paragraphs (2)

Previous report — wording carried elsewhere

Net Loss Attributable to Non-Controlling Interests

Previous report — wording carried elsewhere

Second Amended and Restated Credit Agreement