Mezzanine and Stockholders’ Equity (Deficit)

12 Months Ended

Dec. 31, 2023

Stockholders' Equity Note [Abstract]

Mezzanine and Stockholders’ Equity (Deficit)

Mezzanine and Stockholders’ Equity (Deficit)

Mezzanine Equity (Deficit)

APC

As the redemption feature (see Note 2 — “Basis of Presentation and Summary of Significant Accounting Policies”) of APC’s shares of common stock is not solely within the control of APC, the equity of APC does not qualify as permanent equity and has been classified as non-controlling interests in mezzanine or temporary equity. APC’s shares were not redeemable, and it was not probable that the shares would become redeemable as of December 31, 2023, 2022 and 2021.

Stockholders’ Equity

Preferred Stock – Series A

In October 2015, Astrana entered into an agreement with AHM, a wholly owned subsidiary of Astrana, pursuant to which Astrana sold to AHM, and AHM purchased from Astrana, in a private offering of securities, 1,111,111 units, each unit consisting of one share of Astrana’s Series A Preferred Stock and a common stock warrant to purchase one share of Astrana’s common stock at an exercise price of $9.00 per share. AHM paid Astrana an aggregate of $10.0 million for the units. Holders of the Company’s shares of Series A preferred stock are entitled to receive dividends out of legally available assets, on parity with the holders of the Company’s shares of common stock. The Series A preferred stock has a liquidation preference in the amount of $9.00 per share plus any declared and unpaid dividends, and is convertible into common stock, at the option of the holder thereof, at any time after issuance, at an initial conversion rate of one-for-one, in each case, subject to adjustment in the event of stock dividends, stock splits and certain other similar transactions.

Preferred Stock – Series B

In March 2016, Astrana entered into an agreement with AHM pursuant to which Astrana sold to AHM, and AHM purchased from Astrana, in a private offering of securities, 555,555 units, each unit consisting of one share of Astrana’s Series B Preferred Stock and a common stock warrant to purchase one share of Astrana’s common stock at an exercise price of $10.00 per share. AHM paid Astrana an aggregate $5.0 million for the units. Holders of the Company’s shares of Series B preferred stock are entitled to receive dividends out of legally available assets, on parity with the holders of the Company’s shares of common stock. The Series B preferred stock has a liquidation preference in the amount of $9.00 per share plus any declared and unpaid dividends, and is convertible into common stock, at the option of the holder thereof, at any time after issuance, at an initial conversion rate of one-for-one, in each case, subject to adjustment in the event of stock dividends, stock splits and certain other similar transactions.

Common Stock

Subject to the rights of preferred stockholders, if any, holders of the Company’s common stock are entitled to receive such dividends, if any, as may be declared from time to time by the Company’s board of directors, at its discretion, from legally available funds. In the event of a liquidation, dissolution or winding up, the holders of common stock will be entitled to share ratably in the net assets legally available for distribution to stockholders after the payment of all of the Company’s known debts and other liabilities and the satisfaction of any liquidation preference granted to the holders of any then-outstanding shares of preferred stock.

2017 Share Issuances and Repurchases

In December 2017, Astrana completed its business combination with AHM following the satisfaction or waiver of the conditions set forth in the Agreement and Plan of Merger, dated December 21, 2016, as amended, pursuant to which the merger subsidiary of Astrana merged with and into AHM, with AHM surviving as a wholly owned subsidiary of Astrana (“2017 Merger”).

In connection with the 2017 Merger, former AHM shareholders received Astrana common stock subject to a 10% holdback. As of December 31, 2023, 41,048 holdback shares have not been issued to certain former AHM shareholders who were AHM shareholders at the time of closing of the 2017 Merger, as they have yet to submit properly completed letters of transmittal to Astrana in order to receive their pro rata portion of Astrana common stock as contemplated under the Merger Agreement. Pending such receipt, such former AHM shareholders have the right to receive, without interest, their pro rata share of dividends or distributions with a record date after the effectiveness of the 2017 Merger. The consolidated financial statements

have treated such shares of common stock as outstanding, given the receipt of the letter of transmittal is considered perfunctory and the Company is legally obligated to issue these shares in connection with the 2017 Merger.

Dividends

During the years ended December 31, 2023, 2022 and 2021, APC declared dividends of $58.0 million, $58.3 million and $57.9 million, respectively, to their Series A Preferred shareholders.

During the years ended December 31, 2023, 2022 and 2021, APC declared dividends of $210.9 million, $37.9 million and $29.9 million, respectively, to their common shareholders.

During the years ended December 31, 2023, 2022 and 2021, certain consolidated subsidiaries of the Company paid distributions of $3.9 million, $4.1 million and $1.2 million, respectively, to the shareholders who own the non-controlling interests in the entities.

Treasury Stock

As of December 31, 2023 and 2022, APC owned 7,132,698 and 10,299,259 shares of Astrana’s common stock, respectively. While such shares of Astrana’s common stock are legally issued and outstanding, they are treated as treasury shares for accounting purposes and excluded from shares of common stock outstanding in the consolidated financial statements. APC's ownership in Astrana was 13.22% and 18.12% as of December 31, 2023 and 2022, respectively.

During the year ended December 31, 2023, Astrana bought back 3,451,642 shares of its common stock, which included 3,166,561 shares of common stock purchased from APC for $100.0 million on November 14, 2023.

As of December 31, 2023 and 2022, the total treasury stock, including the Company’s stock held by APC, was 10,584,340 and 10,299,259, respectively.