10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2022

OR

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from     to    .

Commission File Number: 001-40028

Signify Health, Inc.

(Exact Name of Registrant as Specified in Its Charter)

Delaware (State or Other Jurisdiction of Incorporation or Organization)		85-3481223 (I.R.S. Employer Identification Number)
800 Connecticut Avenue, Norwalk, CT 06854
	(Address of principal executive offices)
	(203) 541-4600 (Registrant’s telephone number, including area code)
	N/A
(Former name, former address and former fiscal year, if changed since last report)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading symbol	Name of each exchange on which registered
Class A common stock, par value $0.01 per Share	SGFY	New York Stock Exchange

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.	Yes ☒ No ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).	Yes ☒ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☐
Emerging growth company	☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.	Yes ☐ No ☒
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).	Yes ☐ No ☒

As of April 30, 2022, there were 176,317,381 outstanding shares of Class A common stock, $0.01 par value, and 57,372,117 outstanding shares of Class B common stock, $0.01 par value.

Signify Health, Inc.

Table of Contents

		Page
PART I. FINANCIAL INFORMATION
Item 1.	Condensed Consolidated Financial Statements (Unaudited)	3
	Condensed Consolidated Balance Sheets	3
	Condensed Consolidated Statements of Operations	4
	Condensed Consolidated Statements of Stockholders’ Equity	5
	Condensed Consolidated Statements of Cash Flows	7
	Notes to Condensed Consolidated Financial Statements	8
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	38
Item 3.	Quantitative and Qualitative Disclosures about Market Risks	58
Item 4.	Controls and Procedures	58
PART II. OTHER INFORMATION
Item 1.	Legal Proceedings	60
Item 1A.	Risk Factors	60
Item 2.	Unregistered Sales of Securities and Use of Proceeds	60
Item 3.	Defaults upon Senior Securities	60
Item 4.	Mine Safety Disclosures	60
Item 5.	Other Information	60
Item 6.	Exhibits	61
SIGNATURES		62

2

Table of Contents

PART I FINANCIAL INFORMATION

Item 1. Financial Statements.

Condensed Consolidated Balance Sheets (unaudited, in millions, except shares)

	March 31,		December 31,
	2022		2021
ASSETS
Current assets
Cash and cash equivalents	$	451.3	$	678.5
Accounts receivable, net	220.7		217.2
Contract assets	132.5		84.3
Restricted cash	2.3		5.7
Prepaid expenses and other current assets	19.1		14.9
Total current assets	825.9		1000.6
Property and equipment, net	23.4		23.7
Goodwill	796.4		597.1
Intangible assets, net	540.2		455.3
Operating lease right-of-use assets	21.3		—
Deferred tax assets	53.5		38.8
Other assets	10.7		11.7
Total assets	$	2,271.4	$	2,127.2
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities
Accounts payable and accrued expenses	$	105.5	$	136.7
Contract liabilities	44.0		32.9
Current maturities of long-term debt	3.5		3.5
Other current liabilities	18.3		10.0
Total current liabilities	171.3		183.1
Long-term debt	334.5		334.9
Contingent consideration	30.6		—
Customer EAR liability	84.0		48.6
Tax receivable agreement liability	56.3		56.3
Deferred tax liabilities	22.4		—
Noncurrent operating lease liabilities	25.2		—
Other noncurrent liabilities	1.2		11.4
Total liabilities	725.5		634.3
Commitments and Contingencies (Note 19)
Class A common stock, par value $0.01 (176,232,513 and 170,987,365 issued and outstanding at March 31, 2022 and December 31, 2021, respectively)	1.8		1.7
Class B common stock, par value $0.01 (57,313,051 and 56,838,744 issued and outstanding at March 31, 2022 and December 31, 2021, respectively)	0.6		0.6
Additional paid-in capital	1,160.0		1,101.3
Retained earnings	8.4		19.7
Contingently redeemable noncontrolling interest	375.1		369.6
Total stockholders' equity	1,545.9		1492.9
Total liabilities and stockholders' equity	$	2,271.4	$	2,127.2

See accompanying notes to the condensed consolidated financial statements.

3

Condensed Consolidated Statements of Operations

(unaudited, in millions, except shares and per share amounts)

	Three months ended March 31,
	2022		2021
Revenue	$	216.5	$	180.0
Operating expenses
Service expense (exclusive of depreciation and amortization shown below)	114.5		98.5
Selling, general and administrative expense (exclusive of depreciation and amortization, shown below)	70.3		57.3
Transaction-related expenses	3.2		5.6
Depreciation and amortization	18.0		16.7
Total operating expenses	206.0		178.1
Income from operations	10.5		1.9
Interest expense	4.0		6.8
Other (income) expense	28.8		56.7
Other (income) expense, net	32.8		63.5
Loss before income taxes	(22.3)		(61.6)
Income tax benefit	(6.0)		(9.9)
Net loss	$	(16.3)	$	(51.7)
Net loss attributable to pre-Reorganization period	—		(17.2)
Net loss attributable to noncontrolling interest	(5.4)		(11.3)
Net loss attributable to Signify Health, Inc.	$	(10.9)	$	(23.2)
Loss per share of Class A common stock
Basic	$	(0.06)	$	(0.14)
Diluted	$	(0.06)	$	(0.14)
Weighted average shares of Class A common stock outstanding
Basic	172,761,665		165,486,015
Diluted	172,761,665		165,486,015

See accompanying notes to the condensed consolidated financial statements.

4

Condensed Consolidated Statements of Changes in Stockholders’ Equity

(unaudited, in millions, except shares)

	Class A common - Shares	Class A common stock		Class B common - Shares	Class B common stock		Additional paid-in capital		Non-controlling interest		Retained earnings (Accumulated deficit)		Total stockholders' equity
Balance at January 1, 2022	170,987,365	$	1.7	56,838,744	$	0.6	$	1,101.3	$	369.6	$	19.7	$	1,492.9
Adoption of new accounting standard	—	—		—	—		—		—		(0.4)		(0.4)
Equity-based compensation	—	—		492,383	—		2.9		3.7		—		6.6
Vesting of restricted stock units	57,651	—		—	—		—		—		—		—
Proceeds from exercises of stock options	407,287	—		—	—		1.2		0.4		—		1.6
Tax payments on behalf of non-controlling interest	—	—		—	—		—		(0.3)		—		(0.3)
Exchange of LLC units	18,076	—		(18,076)	—		0.1		(0.1)		—		—
Issuance of Class A common stock in connection with Caravan Health acquisition	4,762,134	0.1		—	—		54.5		7.2		—		61.8
Net loss	—	—		—	—		—		(5.4)		(10.9)		(16.3)
Balance at March 31, 2022	176,232,513	$	1.8	57,313,051	$	0.6	$	1,160.0	$	375.1	$	8.4	$	1,545.9

See accompanying notes to the condensed consolidated financial statements.

5

Condensed Consolidated Statements of Changes in Stockholders’ Equity

(unaudited, in millions, except shares)

	Cure TopCo, LLC (Prior to Reorganization Transactions)		Signify Health, Inc. Stockholders' Equity
	Members' Equity		Class A common - Shares	Class A common stock		Class B common - Shares	Class B common stock		Additional paid-in capital		Non-controlling interest		Retained earnings (Accumulated deficit)		Total stockholders' equity
Balance at January 1, 2021	$	894.0	—	$	—	—	$	—	$	—	$	—	$	—	$	894.0
Net loss prior to Reorganization Transactions	(17.2)		—	—		—	—		—		—		—		(17.2)
Equity-based compensation prior to Reorganization Transactions	0.9		—	—		—	—		—		—		—		0.9
Impact of Reorganization Transactions and IPO
Initial effect of the Reorganization Transactions and IPO on noncontrolling interests	(877.7)		140,758,464	1.4		57,613,676	0.6		620.8		254.9		—		—
Contribution of New Remedy Corp to Signify Health Inc.	—		—	—		—	—		(26.0)		—		—		(26.0)
Issuance of Class A common stock in IPO, net of issuance costs	—		27,025,000	0.3		—	—		479.3		125.3		—		604.9
Deferred tax adjustment related to Reorganization and tax receivable agreement	—		—	—		—	—		6.3		—		—		6.3
Class B subscription fee receivable	—		—	—		—	—		0.6		—		—		0.6
Post- IPO activity
Equity-based compensation subsequent to Reorganization Transactions	—		—	—		8,626	—		0.9		0.7		—		1.6
Proceeds from exercises of stock options	—		184,392	—		—	—		0.4		—		—		0.4
Net income subsequent to Reorganization Transactions	—		—	—		—	—		—		(11.3)		(23.2)		(34.5)
Balance at March 31, 2021	$	—	167,967,856	$	1.7	57,622,302	$	0.6	$	1,082.3	$	369.6	$	(23.2)	$	1,431.0

See accompanying notes to the condensed consolidated financial statements.

6

Condensed Consolidated Statements of Cash Flows (unaudited, in millions)

	Three months ended March 31,
	2022		2021
Operating activities
Net loss	$	(16.3)	$	(51.7)
Adjustments to reconcile net loss to net cash (used in) provided by operating activities:
Depreciation and amortization	18.0		16.7
Equity-based compensation	6.6		2.5
Customer equity appreciation rights	6.5		4.9
Remeasurement of customer equity appreciation rights	28.9		56.8
Amortization of deferred financing fees	0.6		0.7
Amortization of right-of-use assets	1.7		—
Remeasurement of contingent consideration	0.1		0.2
Deferred income taxes	(12.9)		(14.0)
Changes in operating assets and liabilities:
Accounts receivable	(1.9)		101.2
Prepaid expenses and other current assets	(2.3)		2.4
Contract assets	(39.1)		(33.5)
Other assets	1.3		(1.0)
Accounts payable and accrued expenses	(32.1)		(13.8)
Contract liabilities	11.1		14.6
Other current liabilities	(0.7)		1.9
Noncurrent lease liabilities	(1.9)		—
Other noncurrent liabilities	0.1		(1.2)
Net cash (used in) provided by operating activities	(32.3)		86.7
Investing activities
Capital expenditures - property and equipment	(1.7)		(0.7)
Capital expenditures - internal-use software development	(6.8)		(5.7)
Purchase of long-term investment	(0.3)		—
Business combinations, net of cash acquired	(189.6)		—
Net cash used in investing activities	(198.4)		(6.4)
Financing activities
Repayment of long-term debt	(0.9)		(1.0)
Repayments of borrowings under financing agreement	(0.3)		(0.3)
Distributions to/on behalf of non-controlling interest members	(0.3)		—
Proceeds from IPO, net	—		604.8
Proceeds related to the issuance of common stock under stock plans	1.6		0.1
Net cash provided by financing activities	0.1		603.6
(Decrease) increase in cash, cash equivalents and restricted cash	(230.6)		683.9
Cash, cash equivalents and restricted cash - beginning of period	684.2		77.0
Cash, cash equivalents and restricted cash - end of period	$	453.6	$	760.9
Supplemental disclosures of cash flow information
Cash paid for interest	$	3.3	$	4.8
Cash payments, net of refunds, for taxes	—		(0.1)
Noncash transactions
Capital expenditures not yet paid	0.9		0.6
Assumption of liabilities from New Remedy Corp	—		26.0
Issuance of common stock related to acquisition	60.0		—
Items arising from LLC interest ownership exchanges:
Establishment of liabilities under tax receivable agreement	(0.1)		—

See accompanying notes to the condensed consolidated financial statements.

7

Notes to the Condensed Consolidated Financial Statements (unaudited)

1.Nature of Operations

Signify Health, Inc. (referred to herein as “we”, “our”, “us”, “Signify Health” or the “Company”) was incorporated in the state of Delaware on October 1, 2020 and was formed for the purpose of completing an initial public offering (“IPO”) of its common stock and related reorganization transactions as described below. As a result of the reorganization transactions in February 2021, we control, and therefore consolidate the operations of Cure TopCo, LLC (“Cure TopCo”) and its direct and indirect subsidiaries.

Cure TopCo is a Delaware limited liability company formed on November 3, 2017. Cure TopCo has adopted a holding company structure and is the indirect parent company of Signify Health, LLC (“Signify”), a Delaware limited liability company. Signify was formed on November 3, 2017. Operations are performed through our wholly-owned subsidiaries.

We are a healthcare platform that leverages advanced analytics, technology and nationwide healthcare provider networks to create and power value-based payment programs. Our customers include health plans, governments, employers, health systems and physician groups. We operate in two segments of the value-based healthcare payment industry: payment models based on individual episodes of care, or the Episodes of Care Services segment, and in-home health evaluations (“IHE”), or the Home & Community Services segment. Payment models based on individual episodes of care organize or bundle payments for all, or a substantial portion of, services received by a patient in connection with an episode of care, such as a surgical procedure, particular condition or other reason for a hospital stay. IHEs are health evaluations performed by a clinician in the home to support payors’ participation in Medicare Advantage and other government-run managed care plans. Our solutions support value-based payment programs by aligning financial incentives around outcomes, providing tools to health plans and healthcare organizations designed to assess and manage risk and identify actionable opportunities for improved patient outcomes, care coordination and cost-savings. Through our platform, we coordinate what we believe is a holistic suite of clinical, social, and behavioral services to address an individual’s healthcare needs and prevent adverse events that drive excess cost, all while shifting services towards the home.

On March 1, 2022, we acquired Caravan Health, Inc. (“Caravan Health”), see Note 4. Business Combinations. With this combination, we will now be able to provide a broader range of value-based and shared savings models from advanced primary care to specialty care bundles to total cost of care programs.

Initial Public Offering

On February 16, 2021, we closed an initial public offering (“IPO”) of 27,025,000 shares of our Class A common stock at a public offering price of $24 per share, which included 3,525,000 shares issued pursuant to the full exercise of the underwriters’ over-allotment option. We received gross proceeds of $648.6 million, which resulted in net cash proceeds of $609.7 million after deducting underwriting discounts and commissions of $38.9 million and before fees and expenses incurred in connection with the IPO and paid for by Cure TopCo. We used the proceeds to purchase newly-issued membership interests from Cure TopCo at a price per interest equal to the IPO price of our Class A common stock, net of the underwriting discount and commissions.

Reorganization Transactions

In connection with the IPO, Signify Health and Cure TopCo completed a series of transactions (“Reorganization Transactions”), the effects of which included, among other things, Signify Health becoming the controlling shareholder of Cure TopCo.

As of March 31, 2022, we owned approximately 75.5% of the economic interest in Cure TopCo. The non-controlling interest, consisting of certain pre-IPO members who retained their equity ownership in Cure TopCo subsequent to the Reorganization Transactions owned the remaining 24.5% economic interest in Cure TopCo.

8

Notes to the Condensed Consolidated Financial Statements (unaudited)

2.Significant Accounting Policies

Basis of Presentation

These Condensed Consolidated Financial Statements are unaudited and have been prepared by us in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and following the rules and regulations of the Securities and Exchange Commission (the “SEC”). The financial statements included in this report should be read in conjunction with the Company’s audited financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2021. In our opinion, they reflect all adjustments, including normal recurring items, that are necessary to present fairly the results of interim periods. Certain information and footnote disclosures normally included in annual financial statements prepared in accordance with GAAP have been condensed or omitted as permitted by such rules and regulations; however, we believe that the disclosures are adequate to make the information presented not misleading. Operating results for the periods presented herein are not necessarily indicative of the results that may be expected for future interim periods or the entire fiscal year. Our quarterly results of operations, including our revenue, income from operations, net loss and cash flows, have varied and may vary significantly in the future, and period-to-period comparisons of our results of operations may not be meaningful. Accordingly, our interim results should not be relied upon as an indication of future performance.

For the periods subsequent to the Reorganization Transactions effective February 12, 2021, the Condensed Consolidated Financial Statements represent Signify Health and our consolidated subsidiaries, including Cure TopCo. For the periods prior to the Reorganization Transactions, the condensed consolidated financial statements represent Cure TopCo and its consolidated subsidiaries, see Note 1 Nature of Operations. Signify Health was formed for the purpose of the IPO, which was effective in February 2021 and had no activities of its own prior to such date. We are a holding company and our sole material asset is a controlling ownership interest in Cure TopCo.

The Condensed Consolidated Financial Statements include the accounts and financial statements of our wholly-owned subsidiaries and variable interest entities (“VIE”s) where we are the primary beneficiary. See Note 5 Variable Interest Entities. Results of operations of VIEs are included from the dates we became the primary beneficiary. All intercompany balances and transactions have been eliminated in consolidation.

We have two operating segments, Home & Community Services and Episodes of Care Services as described in Note 1 Nature of Operations.

Use of Estimates

The accompanying Condensed Consolidated Financial Statements have been prepared in conformity with GAAP, which requires management to make estimates and assumptions affecting the reported amounts in our Condensed Consolidated Financial Statements and accompanying notes. These estimates are based on information available as of the date of the Condensed Consolidated Financial Statements; therefore, actual results could differ from those estimates. The significant estimates underlying our Condensed Consolidated Financial Statements include revenue recognition; allowance for doubtful accounts; recoverability of long-lived assets, intangible assets and goodwill; loss contingencies; accounting for business combinations, including amounts assigned to definite and indefinite lived intangible assets and contingent consideration; customer equity appreciation rights; and equity-based compensation.

As of March 31, 2022, the COVID-19 pandemic continues to evolve and impact our Episodes of Care Services segment due to the passage of time between episode initiation and the performance and subsequent recognition of revenue for our services; See Note 3 The COVID-19 Pandemic. As a result, many of our estimates and assumptions have required increased judgment and carry a higher degree of variability and volatility. As events continue to evolve and additional information becomes available, our estimates may change materially in the future.

Comprehensive Income (Loss)

We have not identified any incremental items that would be considered a component of comprehensive income (loss) and accordingly a statement of comprehensive income (loss) is not reflected in the Condensed Consolidated Financial Statements because net loss and comprehensive loss are the same.

Restricted Cash

Under our Master Agreement with the Centers for Medicare and Medicaid Services (“CMS”), we were required to place certain funds in escrow for the benefit of CMS. These amounts, known as a Secondary Repayment Source

9

Notes to the Condensed Consolidated Financial Statements (unaudited)

(“SRS”), were primarily based on the size of our participation in the legacy CMS Bundled Payments for Care Improvement (“BPCI”) program, the predecessor program of the Bundled Payments for Care Improvement - Advanced initiative (“BPCI-A”). These funds were available to CMS as a supplemental payment source if we failed to pay amounts owed to CMS. Under the agreement, the funds are returned to us 18 months after the conclusion of the effective period of the CMS Master Agreement, or when all financial obligations to CMS are fulfilled. As of December 31, 2021, there was $0.5 million in the SRS account included in restricted cash on the Condensed Consolidated Balance Sheets related to BPCI-A, all of which was released in the first quarter 2022.

We also withhold a portion of shared savings to customers in a “holding pool” to cover any potential subsequent negative adjustments through CMS’s subsequent reconciliation true-up process. These funds are distributed to customers following the final true-up if there is no negative adjustment. These amounts represent consideration payable to the customer and therefore have reduced revenue in the period earned. The funds have been received by us from CMS and are held in a separate cash account, included as restricted cash on the Condensed Consolidated Balance Sheets. Since the funds are payable to the customer at the point the final CMS true-up is made or a negative adjustment is due to us, the amounts are also included in accounts payable and accrued expenses on the Condensed Consolidated Balance Sheets. As of March 31, 2022 and December 31, 2021, there was $1.8 million and $5.2 million of restricted cash in the holding pool, respectively.

In addition, as of March 31, 2022 we hold $0.5 million in a separate cash account, included as restricted cash on the Condensed Consolidated Balance Sheets, in relation to an accountable care organization (“ACO”) owned by Caravan Health. This ACO is part of a risk model under the CMS Medicare Shared Savings Program (“MSSP”) program where it shares in both the savings and losses. The ACO has a master letter of credit with CMS as the recipient where the letter of credit is used as protection against unpaid losses, should the ACO fail to remit payment in the event that losses occur. The letter of credit is collateralized by the ACO members, by either cash remitted or subordinated letters of credit. This restricted cash will only be used if an ACO member fails to remit payment in connection with a subordinated letter of credit.

The following table reconciles cash, cash equivalents, and restricted cash per the Condensed Consolidated Statements of Cash Flows to the Condensed Consolidated Balance Sheets:

	March 31, 2022		December 31, 2021
	(in millions)
Cash and cash equivalents	$	451.3	$	678.5
Restricted cash	2.3		5.7
Total cash, cash equivalents, and restricted cash	$	453.6	$	684.2

Accounts Receivable

Accounts receivable primarily consist of amounts due from customers and CMS and are stated at their net realizable value. Management evaluates all accounts periodically and an allowance is established based on the latest information available to management. Management considers historical realization data, accounts receivable aging trends and other operational trends to estimate the collectability of receivables. After all reasonable attempts to collect a receivable have been exhausted, the receivable is written off against the allowance for doubtful accounts. As of March 31, 2022 and December 31, 2021, we had an allowance for doubtful accounts of $9.7 million and $7.9 million, respectively.

Advertising and Marketing Costs

Advertising and marketing costs are included in selling, general and administrative expenses (“SG&A”) and are expensed as incurred. Advertising and marketing costs totaled $0.2 million and $0.3 million for the three months ended March 31, 2022 and 2021, respectively.

Accounting for Leases

We lease various property and equipment, with the majority of our leases consisting of real estate leases. Effective January 1, 2022, we adopted ASC Topic 842 Leases (“ASC 842”). Under ASC 842, a lease is a contract, or part of a contract, that conveys the right to control the use of identified property, plant or equipment for a period of time in exchange for consideration. Our contracts determined to be or contain a lease include explicitly or implicitly identified assets where we have the right to substantially all of the economic benefits of the assets and we have the

10

Notes to the Condensed Consolidated Financial Statements (unaudited)

ability to direct how and for what purpose the assets are used during the lease term. Leases are classified as either operating or financing. All of our leases meet the criteria to be classified as operating leases. For operating leases, we recognize a lease liability equal to the present value of the remaining lease payments, and a right of use asset equal to the lease liability, subject to certain adjustments, such as prepaid rents, initial direct costs and lease incentives received from the lessor. We use the incremental borrowing rate to determine the present value of the lease payments. The incremental borrowing rate is the rate of interest that we would have to borrow on a collateralized basis over a similar term for an amount equal to the lease payments in a similar economic environment.

Certain of our leases include variable lease costs to reimburse the lessor for real estate tax and insurance expenses and certain non-lease components that transfer a distinct service to us, such as common area maintenance services. We have elected not to separate the accounting for lease components and non-lease components for all leased assets.

We sublease portions of our office space where we do not use the entire space for our operations. Sublease income is recorded as a reduction of lease expense.

Recent Accounting Pronouncements

Recently Adopted

In February 2016, the FASB issued ASU 2016-02, Leases (ASC 842) which requires lessees to recognize leases on the balance sheet by recording a right-of-use asset and lease liability. This guidance is effective for non-public entities for annual reporting periods beginning after December 15, 2021. We adopted this new guidance as of January 1, 2022 and applied the transition option, whereby prior comparative periods will not be retrospectively presented in the consolidated financial statements. We elected the package of practical expedients not to reassess prior conclusions related to contracts containing leases, lease classification and initial direct costs and the lessee practical expedient to combine lease and non-lease components for all asset classes. We made a policy election to not recognize right-of-use assets and lease liabilities for short-term leases for all asset classes. See Note 8 Leases.

In October 2021, the FASB issued ASU 2021-08, Business Combinations (Topic 805) Accounting for Contract Assets and Contract Liabilities from Contracts with Customers (“ASU 2021-08”) which requires that an entity (acquirer) recognize and measure contract assets and contract liabilities acquired in a business combination in accordance with Topic 606. ASU 2021-08 is effective for public entities for fiscal years beginning after December 15, 2022, including interim periods within those fiscal years, and should be applied prospectively to business combinations occurring on or after the effective date of the amendments. We elected to early adopt this new guidance for interim periods in 2022 beginning with the Caravan Health acquisition on March 1, 2022. We measured the acquired contract assets and liabilities in accordance with Topic 606. See Note 4 Business Combinations.

In November 2021, the FASB issued ASU 2021-10, Government Assistance (Topic 832) Disclosures by Business Entities about Government Assistance (“ASU 2021-10”) which requires annual disclosures that increase the transparency of transactions with a government accounted for by applying a grant or contribution accounting model, including (1) the types of transactions, (2) the accounting for those transactions, and (3) the effect of those transactions on an entity’s financial statements. ASU 2021-10 is effective for all entities for fiscal years beginning after December 31, 2021. We adopted this new guidance as of January 1, 2022. There was no material impact on our condensed consolidated financial statements upon adoption.

Pending Adoption

We are an “emerging growth company” under the Jumpstart Our Business Startups Act (“JOBS Act”). Pursuant to the JOBS Act, an emerging growth company is provided the option to adopt new or revised accounting standards that may be issued by FASB or the SEC either (i) within the same periods as those otherwise applicable to non-emerging growth companies or (ii) within the same time periods as private companies. We intend to take advantage of the exemption for complying with new or revised accounting standards within the same time periods as private companies. The effective dates below are the effective dates we expect to adopt the new accounting pronouncements, which are those permitted for a company that is not an issuer.

11

Notes to the Condensed Consolidated Financial Statements (unaudited)

In June 2016, the FASB issued ASU 2016-13, Financial Instruments – Credit Losses (Topic 326) (“ASU 2016-13”) which introduced the current expected credit losses methodology for estimating allowances for credit losses. ASU 2016-13 applies to all financial instruments carried at amortized cost and off-balance-sheet credit exposures not accounted for as insurance, including loan commitments, standby letters of credit, and financial guarantees. The new accounting standard does not apply to trading assets, loans held for sale, financial assets for which the fair value option has been elected, or loans and receivables between entities under common control. ASU 2016-13 is effective for non-public entities for fiscal years beginning after December 15, 2022, including interim periods within those fiscal years. Early adoption is permitted. We are evaluating the impact of this new guidance on our condensed consolidated financial statements.

3.The COVID-19 Pandemic

Our operations in our Home & Community Services segment were significantly affected by the COVID-19 pandemic early in 2020. However, as the COVID-19 pandemic has evolved, we have been able to pivot and flex the volume of virtual IHEs (“vIHEs”) if needed and as a result we have not experienced a material impact to our results of operation in our Home & Community Services segment as a result of the ongoing pandemic since the second quarter of 2020.

Our Episodes of Care Services segment has experienced a prolonged negative impact related to the pandemic. At certain times during the pandemic, governmental authorities recommended, and in certain cases required, that elective, specialty and other procedures and appointments, including certain acute and post-acute care services, be suspended or canceled to avoid non-essential patient exposure to medical environments and potential infection with the COVID-19 virus. In addition, the temporary suspension or cancellation of services was put in place to focus limited resources and personnel capacity toward the prevention of, and care for patients with, COVID-19. This resulted in fewer elective procedures and a general reduction in individuals seeking medical care starting at the end of the first quarter of 2020, which contributed to a substantially lower number of episodes being managed in 2020 and 2021. Due to the nature of the BPCI-A program, however, there is a significant lag between when the episodes are initiated and when CMS reconciles those services and we recognize revenue over a 13 month period encompassing both of those points in time. As such, there was no immediate impact to our revenues in early 2020 when the pandemic began. However, the specific impact of the lower volumes on our program size and revenues has resulted in a decline in weighted average program size and savings rates. In addition, in the third quarter of 2020 and in response to the COVID-19 pandemic, CMS announced that all episodes with a COVID-19 diagnosis irrespective of the impact on the outcome of the episode, would be excluded from reconciliation, and this exclusion has extended into 2022, resulting in a negative impact to our program size. We expect this impact on the program size to decrease once the COVID-19 pandemic subsides or CMS removes this rule.

Initially, the reduction in the number of episodes managed was offset by a higher savings rate achieved due to a combination of improved performance by some of our partners as well as certain partners that were underperforming choosing to exclude some or all of their episodes from reconciliation in 2020. However, beginning with the reconciliation results received from CMS during the second quarter of 2021, we saw a negative impact on our savings rate as a result of the COVID-19 pandemic, primarily related to the under-diagnosis of co-morbidities and the use of higher cost next site of care facilities, both of which drove costs higher and in turn, lowered our savings rates.

Due to the passage of time between when we perform our services and the confirmation of results and subsequent cash settlement by CMS, COVID-19 and the aforementioned negative impacts have also negatively impacted our semi-annual cash flows related to the BPCI-A program.

We continue to monitor trends related to COVID-19, including the recent surge in variants, changes in CDC recommendations and their impact on results of operations and financial condition on both of our operating segments.

12

Notes to the Condensed Consolidated Financial Statements (unaudited)

4.Business Combinations

Caravan Health Acquisition

On February 9, 2022, we entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Caravan Health, Inc., pursuant to which we acquired Caravan Health on March 1, 2022. Caravan Health is a leader in assisting ACOs to excel in population health management and value-based payment programs. The initial purchase price was approximately $250.0 million, subject to certain customary adjustments, and included approximately $190.0 million in cash and approximately $60.0 million in our Class A common stock, comprised of 4,726,134 shares at $12.5993 per share, which represents the volume-weighted average price per share of our common stock for the five trading days ending three business days prior to March 1, 2022. In connection and concurrently with entry into the Merger Agreement, we entered into support agreements with certain shareholders of Caravan Health, pursuant to which such shareholders agreed that, other than according to the terms of its respective support agreement, it will not, subject to certain limited exceptions, transfer, sell or otherwise dispose of any of the Signify shares acquired for a period of up to five years following closing of the merger.

In addition to the initial purchase price, the transaction included contingent additional payments of up to $50.0 million based on certain future performance criteria of Caravan Health, which if conditions are met, may be paid in the second half of 2023. The preliminary fair value of the contingent consideration as of the acquisition date was estimated to be approximately $30.5 million, which was estimated using a Black-Scholes option pricing model. See Note 13 Fair Value Measurements. Therefore, the total purchase consideration of the transaction was determined to be $287.4 million, which consisted of cash consideration, stock consideration, and potential contingent consideration.

We allocated the purchase price to the identifiable net assets acquired, based on the estimated fair values at the date of acquisition. The excess of the purchase price over the amount allocated to the identifiable assets and liabilities was recorded as goodwill. Goodwill represents the value of the acquired assembled workforce and specialized processes and procedures and operating synergies, none of which qualified as separate intangible assets. All of the goodwill was assigned to our Episodes of Care Services segment. None of the goodwill is expected to be deductible for tax purposes.

We estimated the fair value of intangible assets acquired using estimates of future discounted cash flows to be generated by the business over the expected duration of those cash flows. We based the estimated cash flows on projections of future revenue, operating expenses, capital expenditures, working capital needs and tax rates. We estimated the duration of the cash flows based on the projected useful lives of the assets acquired. The discount rate was determined based on specific business risk, cost of capital and other factors.

13

Notes to the Condensed Consolidated Financial Statements (unaudited)

The purchase price allocation is preliminary and subject to change up to one year after the date of acquisition and could result in changes to the amounts recorded below. The preliminary allocation of the purchase price to the fair values of the assets acquired and liabilities assumed at the date of the acquisition was as follows:

Cash	$	6.8
Restricted cash	0.5
Accounts receivable	1.6
Contract assets	9.1
Prepaid expenses and other current assets	1.7
Property and equipment	0.3
Intangible assets	93.9
Other assets	0.1
Total identifiable assets acquired	114.0
Accounts payable and accrued liabilities	2.9
Other current liabilities	0.6
Deferred tax liabilities	22.4
Total liabilities assumed	25.9
Net identifiable assets acquired	88.1
Goodwill	199.3
Total of assets acquired and liabilities assumed	$	287.4

The $93.9 million of acquired intangible assets consists of customer relationships of $69.8 million (10-year useful life), acquired technology of $23.4 million (5-year useful life) and a tradename of $0.7 million (3-year useful life).

The acquisition was not material to our Condensed Consolidated Statements of Operations. Therefore, pro forma results of operations related to this acquisition have not been presented. The financial results of Caravan Health have been included in our Condensed Consolidated Financial Statements since the date of the acquisition.

5.Variable Interest Entities

We consolidate our affiliates when we are the primary beneficiary. The primary beneficiary of a VIE is the party that has both the decision-making authority to direct the activities that most significantly impact the VIE’s economic performance and the right to absorb losses or receive benefits that could potentially be significant to the VIE.

Consolidated VIEs at March 31, 2022 and December 31, 2021 include seven physician practices that require an individual physician to legally own the equity interests as certain state laws and regulations prohibit non-physician owned business entities from practicing medicine or employing licensed healthcare providers. We have determined we are the primary beneficiary of these VIEs as we have the obligation to absorb the losses from and direct activities of these operations. As a result, these VIEs are consolidated and any non-controlling interest is not presented. Recourse of creditors to these VIEs is limited to the assets of the VIE entities, which totaled $31.3 million and $25.2 million at March 31, 2022 and December 31, 2021, respectively.

14

Notes to the Condensed Consolidated Financial Statements (unaudited)

The carrying amount and classification of the VIEs’ assets and liabilities included in the Condensed Consolidated Balance Sheets, net of intercompany amounts, are as follows:

	March 31, 2022		December 31, 2021
	(in millions)
ASSETS
Current assets
Cash and cash equivalents	$	12.0	$	10.6
Accounts receivable, net	19.3		14.6
Total current assets	31.3		25.2
Total assets	$	31.3	$	25.2
LIABILITIES AND EQUITY
Current liabilities
Accounts payable and accrued expenses	$	—	$	3.4
Contract liabilities	0.5		—
Other current liabilities	1.1		—
Total current liabilities	1.6		3.4
Total liabilities	1.6		3.4
Company capital	37.9		29.3
Accumulated deficit	(8.2)		(7.5)
Total equity	29.7		21.8
Total liabilities and equity	$	31.3	$	25.2

As of March 31, 2022, Caravan Health is the sole member of four ACOs, which we have determined are VIEs. CMS offers an MSSP to ACOs, where the goal of the program is to reward the ACO participants when specific quality metrics are met and expenditures are lowered. The MSSPs have different risk models where the ACOs can either share in both savings and losses or share in only the savings. The governance structure of the VIEs does not provide Caravan Health with the ultimate decision-making authority to direct the activities that most significantly impact the VIEs’ economic performance. Based on these ACOs’ operating agreements, the power to direct the VIEs’ operations is shared among the entities that make up the ACO Board of Directors, which is required to consist of at least 75% ACO participants (hospitals, clinics, etc.). As such, we have determined we are not the primary beneficiary of these VIEs, and therefore we do not consolidate the results of these entities.

Caravan Health is ultimately liable for losses incurred by one out of the four ACOs owned by them. As of March 31, 2022 there was $0.5 million included in restricted cash on our Condensed Consolidated Balance Sheets which relates to this VIE. The ACO has a master letter of credit with CMS as the recipient where the letter of credit is used as protection against unpaid losses, should the ACO fail to remit payment in the event that losses occur. The letter of credit is collateralized by the ACO members, by either cash remitted or subordinated letters of credit. This restricted cash will only be used if an ACO member fails to remit payment in connection with a subordinated letter of credit.

Two of the four VIEs are ACOs that are not part of an MSSP risk model where the losses are shared and the remaining VIE has a guarantor that has taken full responsibility of indebtedness of the ACO, and therefore, Caravan Health is not liable for its losses.

15

Notes to the Condensed Consolidated Financial Statements (unaudited)

During the three months ended March 31, 2022, we did not make any contributions to the unconsolidated VIEs for losses incurred. Our maximum exposure to loss as a result of our involvement in these unconsolidated VIEs cannot be reasonably estimated as of March 31, 2022, as the shared losses are dependent on a number of variable factors, including estimates of patient attribution, expenditure data, benchmark data, inflation factors and CMS quality reporting. Losses incurred, if any, are determined once updated CMS reporting is provided, which is expected to be available in the third quarter of 2022. Under the provisions of the MSSP program, once a minimum shared loss rate of 2% is exceeded, losses are calculated at a rate of 1 minus the final sharing rate, with a minimum shared loss rate of 40% and a maximum shared loss rate of 75%, not to exceed 15% of the updated benchmark. Our current ACO contracts indicate that we will bear the risk beyond the first 1% of potential losses not to exceed the MSSP maximum of 15%.

6.Revenue Recognition

Disaggregation of Revenue

We earn revenue from our two operating segments, Home & Community Services and Episodes of Care Services, under contracts that contain various fee structures. Through our Home & Community Services segment, we offer health evaluations performed either within the patient’s home, virtually or at a healthcare provider facility, primarily to Medicare Advantage health plans (and to some extent, Medicaid). Additionally, we offer certain diagnostic screening and other ancillary services, and through our Signify Community solution, we offer access to services to address healthcare concerns related to social determinants of health. Through our Episodes of Care Services segment, we primarily provide services designed to improve the quality and efficiency of healthcare delivery by developing and managing episodic payment programs in partnership with healthcare providers, primarily under the BPCI-A program with CMS. We also provide ACO services through our Caravan Health subsidiary, acquired in March 2022. Additionally, we provide certain complex care management services. All of our revenue is generated in the United States.

We are dependent on a concentrated number of payors and provider partners with whom we contract to provide our services, See Note 22 Concentrations.

The following table summarizes disaggregated revenue from contracts with customers by source of revenue, which we believe best presents the nature, amount and timing of revenue.

	Three months ended March 31,
	2022		2021
	(in millions)
Evaluations	$	186.2	$	150.3
Other	0.7		2.1
Home & Community Services Total Revenue	186.9		152.4
Episodes	24.1		25.4
Other	5.5		2.2
Episodes of Care Services Total Revenue	29.6		27.6
Consolidated Revenue Total	$	216.5	$	180.0

16

Notes to the Condensed Consolidated Financial Statements (unaudited)

Performance Obligations

Episodes of Care Services

There have been no material changes to our revenue recognition and estimates, other than as described below related to the acquisition of Caravan Health. Caravan Health enters into contracts with customers to provide multiple services around the management of the ACO model. These include, but are not limited to, population health software, analytics, practice improvement, compliance, marketing, governance, surveys and licensing. The overall objective of the services provided is to help the customer receive shared savings from CMS. Caravan Health enters into arrangements with customers wherein we receive a contracted percentage of each customer’s portion of shared savings if earned. We recognize shared savings revenue as performance obligations are satisfied over time, commensurate with the recurring ACO services provided to the customer over a 12-month calendar year period. The shared savings transaction price is variable, and therefore, we estimate an amount we expect to receive for each 12-month calendar year performance obligation period.

In order to estimate this variable consideration, management initially uses estimates of historical performance of the ACOs. We consider inputs such as attributed patients, expenditures, benchmarks and inflation factors. We adjust our estimates at the end of each reporting period to the extent new information indicates a change is needed. We apply a constraint to the variable consideration estimate in circumstances where we believe the data received is incomplete or inconsistent, so as not to have the estimates result in a significant revenue reversal in future periods. Although our estimates are based on the information available to us at each reporting date, new and material information may cause actual revenue earned to differ from the estimates recorded each period. These include, among others, Hierarchical Conditional Category (“HCC”) coding information, quarterly reports from CMS, unexpected changes in attributed patients and other limitations of the program beyond our control. We receive final reconciliations from CMS and collect the cash related to shared savings earned annually in the third or fourth quarter of each year for the preceding calendar year.

The remaining sources of Caravan Health revenue in our Episodes of Care Services segment are recognized over time when, or as, the performance obligations are satisfied and are primarily based on a fixed fee or per member per month fee. Therefore, they do not require significant estimates and assumptions by management.

Related Balance Sheet Accounts

The following table provides information about accounts included on the Condensed Consolidated Balance Sheets.

	March 31, 2022						December 31, 2021
	Episodes of Care Services		Home & Community Services		Total		Episodes of Care Services		Home & Community Services		Total
	(in millions)
Assets
Accounts receivable, net (1)	$	39.8	$	180.9	$	220.7	$	100.1	$	117.1	$	217.2
Contract assets (2)	$	128.1	$	4.4	$	132.5	$	82.8	$	1.5	$	84.3
Liabilities
Shared savings payable (3)	$	37.4	$	—	$	37.4	$	63.4	$	—	$	63.4
Contract liabilities (4)	$	39.2	$	4.8	$	44.0	$	27.8	$	5.1	$	32.9
Deferred revenue (5)	$	1.0	$	1.6	$	2.6	$	0.1	$	3.5	$	3.6

(1)Accounts receivable, net for Episodes of Care Services included $1.6 million due from CMS as of March 31, 2022 primarily related to amounts not yet collected for the fifth reconciliation period of the BPCI-A program. As of December 31, 2021, accounts receivable, net for Episodes of Care Services included $56.2 million due from CMS primarily related to the fifth reconciliation period of the BPCI-A program. Accounts receivable, net for Home & Community Services included $51.1 million and $3.7 million in amounts not yet billed to customers, as of March 31, 2022 and December 31, 2021, respectively. The remaining amount

17

Notes to the Condensed Consolidated Financial Statements (unaudited)

of accounts receivable for both Episodes of Care Services and Home & Community Services represent amounts to be received from customers. Home & Community Services accounts receivable as of March 31, 2022 reflected strong IHE volume in the first quarter and a higher mix of in-person IHEs compared to vIHEs.

(2)Contract assets primarily represent management’s estimate of amounts we expect to receive under the BPCI-A program related to the next two reconciliation periods. As of March 31, 2022, contract assets covered episodes of care commencing in the period from April 2021 through March 2022. Estimates for program size and savings rate are based on information available as of the date of the financial statements. We record an estimate of revenue related to these performance obligations over the 13-month period starting in the period the related episodes of care commence and through the estimated receipt of the semi-annual CMS reconciliation file. Any changes to these estimates based on new information will be recorded in the period such information is received. Total savings generated and revenue earned for the episodes of care in which a component of the contract asset recorded as of March 31, 2022 relates to, will be included in the semi-annual reconciliation expected from CMS during the second quarter of 2022. Contract assets for Episodes of Care Services segment also included $10.5 million related to estimated shared savings under the Caravan Health ACO services programs. Contract assets in the Home & Community Services segment of $4.4 million as of March 31, 2022 represent management’s estimate of amounts to be received from clients as a result of certain service levels being achieved during the contractual period.

(3)Total shared savings payable is included in accounts payable and accrued expenses on the Condensed Consolidated Balance Sheets. Shared savings payable for Episodes of Care Services included $23.9 million due to CMS as of December 31, 2021, all of which was settled with CMS in the first quarter of 2022. Shared savings payable included $35.6 million as of March 31, 2022 primarily related to the fifth reconciliation received in December 2021, which is expected to be paid to customers related to their portion of savings earned under the BPCI-A program. Additionally, there is $1.8 million included in shared savings payable at March 31, 2022, which represents amounts withheld from customers under the BPCI-A program based on contractual withholding percentages. This amount has been received by us from CMS and is held as restricted cash. We expect to remit these amounts to customers at the conclusion of the program, at which time both restricted cash and the liability will be reduced.

(4)Contract liabilities in our Episodes of Care Services segment represent management’s estimate of savings amounts we expect to share with our customers based on contractual shared savings percentages related to the amounts we expect to be entitled to receive under the BPCI-A program for the next two reconciliation periods. As of March 31, 2022, contract liabilities of $39.2 million cover episodes of care commencing in the period from April 2021 through March 2022. These amounts offset the gross amount we expect to receive for the same period included in contract assets as of March 31, 2022. Contract liabilities in the Home & Community Services segment of $4.8 million as of March 31, 2022 represent management’s estimate of potential refund liabilities due to certain clients as a result of certain service levels not being achieved during the contractual periods primarily due to COVID-19.

(5)Deferred revenue is included in other current liabilities on the Condensed Consolidated Balance Sheets and primarily relates to advance payments received from certain customers.

The table below summarizes the activity recorded in the contract asset and liability accounts for the periods presented.

	Three months ended March 31,
Contract Assets	2022		2021
	(in millions)
Balance at beginning of period	$	84.3	$	27.8
Acquired in Caravan Health Acquisition	9.1		—
Estimated revenue recognized related to performance obligations satisfied at a point-in-time	2.9		—
Estimated revenue recognized related to performance obligations satisfied over time	36.2		33.5
Balance at end of period	$	132.5	$	61.3

18

Notes to the Condensed Consolidated Financial Statements (unaudited)

	Three months ended March 31,
Contract Liabilities	2022		2021
	(in millions)
Balance at beginning of period	$	32.9	$	6.2
Payments made to customer	—		(0.6)
Estimated amounts due to customer related to performance obligations satisfied at a point-in-time	(0.3)		1.1
Estimated amounts due to customer related to performance obligations satisfied over time	11.4		14.1
Balance at end of period	$	44.0	$	20.8

	Three months ended March 31,
Deferred Revenue	2022		2021
	(in millions)
Balance at beginning of period	$	3.6	$	3.8
Acquired in Caravan Health Acquisition	0.5		—
Payments received from customers	0.6		7.5
Revenue recognized upon completion of performance obligation	(2.1)		(4.3)
Balance at end of period	$	2.6	$	7.0

	Three months ended March 31,
Shared Savings Payable	2022		2021
	(in millions)
Balance at beginning of period	$	63.4	$	80.8
Amounts paid to customer and/or CMS	(67.8)		(22.0)
Amounts due to customer upon completion of performance obligation	41.8		15.6
Balance at end of period	$	37.4	$	74.4

7.Property and Equipment

Property and equipment, net were as follows as of each of the dates presented:

	March 31, 2022		December 31, 2021
	(in millions)
Computer equipment	$	23.7	$	22.0
Leasehold improvements	18.6		18.5
Furniture and fixtures	6.7		6.5
Software	2.4		2.5
Projects in progress	0.5		0.7
Property and equipment, gross	51.9		50.2
Less: Accumulated depreciation and amortization	(28.5)		(26.5)
Property and equipment, net	$	23.4	$	23.7

Depreciation and amortization expense for property and equipment, inclusive of amounts subsequently written off or disposed from accumulated depreciation, was $2.2 million and $2.0 million for the three months ended March 31, 2022 and 2021, respectively. There was no impairment of property and equipment during the three months ended March 31, 2022 or 2021.

19

Notes to the Condensed Consolidated Financial Statements (unaudited)

8.Leases

New Lease Guidance Adoption and Practical Expedients

We adopted ASC 842 as of January 1, 2022 using the optional transition method. Therefore, we did not restate comparative periods. Under this transition provision, we applied the legacy leases guidance, including its disclosure requirements, for the comparative periods presented.

ASC 842 includes practical expedient and policy election choices. We have elected the practical expedient transition package available in ASC Topic 842 and, as a result, did not reassess the lease classification of existing contracts or leases or the initial direct costs associated with existing leases. We made an accounting policy election not to recognize right of use assets and lease liabilities for leases with a lease term of 12 months or less, including renewal options that are reasonably certain to be exercised, that also do not include an option to purchase the underlying asset that is reasonably certain of exercise. Instead, lease payments for these leases are recognized as lease expense on a straight-line basis over the lease term. We did not elect the hindsight practical expedient, and therefore we did not reassess our historical conclusions with regards to whether renewal option periods should be included in the terms of our leases.

Upon adoption on January 1, 2022, we recognized right-of-use assets and lease liabilities for operating leases of $23.0 million and $35.6 million, respectively. The difference between the right-of-use asset and lease liability primarily represents the net book value of deferred rent and tenant improvement allowances recognized as of December 31, 2021, which was adjusted against the right-of-use asset upon adoption.

In addition, there was $0.4 million recorded as a reduction of retained earnings upon adoption. This primarily related to an asset that we ceased using prior to the adoption of ASC 842 and do not have the intent and ability to sublease since the remaining lease term is less than one year. We recognized a lease liability equal to the present value of the remaining lease payments under the contract; however, we did not recognize a corresponding right-of-use asset. The previously recognized cease-use liability as of December 31, 2021 was recognized as a reduction to the carrying amount of the right-of-use asset. As the cease-use liability balance was less than the carrying amount of the right-of-use asset, the remaining portion of the right-of-use asset not offset by the cease-use liability was written off as an adjustment to retained earnings since the cease-use date of the asset occurred prior to adoption.

The following is a summary of the impact of ASC 842 adoption on our Condensed Consolidated Balance Sheet:

	December 31, 2021		ASC 842 Adjustments		January 1, 2022
	(in millions)
Assets
Operating lease right-of-use assets	$	—	$	23.0	$	23.0
Liabilities
Current portion of operating lease liabilities	—		8.5		8.5
Operating lease liability, net of current portion	—		27.1		27.1
Deferred rent and tenant improvement allowances	12.2		(12.2)		—
Retained Earnings	19.7		(0.4)		19.3

20

Notes to the Condensed Consolidated Financial Statements (unaudited)

Right-of-use Assets and Lease Liabilities

The following table presents our operating lease right-of-use assets and lease liabilities as of March 31, 2022. Current lease liabilities are included in other current liabilities on the Condensed Consolidated Balance Sheets.

	March 31, 2022
	(in millions)
Operating lease right-of-use assets	$	21.3
Current portion of operating lease liabilities	8.1
Non-current operating lease liabilities	25.2
Total Lease Liabilities	$	33.3

For the three months ended March 31, 2022, cash paid for amounts included in the measurement of operating lease liabilities was $2.7 million.

Our operating lease expense is recorded as a component of SG&A in our Condensed Consolidated Statements of Operations. The components of lease expense for the three months ended March 31, 2022 were as follows:

	Three months ended
	March 31, 2022
	(in millions)
Operating lease cost	$	2.1
Variable lease cost	0.7
Sublease income	(0.7)
Total Lease Cost(1)	$	2.1
(1) Excludes short-term lease expense, which is not material

The following table presents the weighted average remaining lease term and discount rate of our operating leases as of March 31, 2022:

Weighted Average Lease Term (Years)	5.8
Weighted Average Discount Rate	4.6	%

We enter into contracts to lease office space and equipment with terms that expire at various dates through 2030. The lease term at the lease commencement date is determined based on the non-cancellable period for which we have the right to use the underlying asset, together with any periods covered by an option to extend the lease if we are reasonably certain to exercise that option, periods covered by an option to terminate the lease if we are reasonably certain not to exercise that option, and periods covered by an option to extend (or not to terminate) the lease in which the exercise of the option is controlled by the lessor. We considered a number of factors when evaluating whether the options in our lease contracts were reasonably certain of exercise, such as length of time before option exercise, expected value of the leased asset at the end of the initial lease term, importance of the lease to overall operations, costs to negotiate a new lease, and any contractual or economic penalties.

21

Notes to the Condensed Consolidated Financial Statements (unaudited)

As of March 31, 2022, maturities of our operating lease liabilities are as follows:

Remainder of 2022	$	7.2
2023	8.3
2024	4.8
2025	4.1
2026	3.4
Thereafter	10.6
Total lease payments	38.4
Less: imputed interest	(5.1)
Present value of operating lease liabilities	$	33.3

Effective October 1, 2021, we entered into a lease agreement for a facility in Oklahoma City, OK. The lease term is 7.25 years, with two 5-year options to renew, and total lease payments are expected to be approximately $4.2 million. The lessor and its agents are currently building this retail space and the lease is expected to commence once the construction of the asset has been completed. We expect commencement in the second quarter of 2022. As the lease has not yet commenced, it is not included in the right-of-use asset or lease liabilities recorded as of March 31, 2022. In addition, we entered into a lease agreement for a facility in New York, NY which is expected to commence February 1, 2024, once our current lease for this facility expires on January 31, 2024. The lease term is 5.75 years, with one 5-year option to renew, and total lease payments are expected to be approximately $22.7 million.

Disclosures Related to Periods Prior to Adoption of ASC 842

As of December 31, 2021, future minimum lease payments under non-cancellable operating leases were as follows:

2022	$	10.2
2023	8.7
2024	6.1
2025	9.3
2026	8.6
Thereafter	21.5
	$	64.4

9.Intangible Assets

Intangible assets were as follows as of each of the dates presented:

		March 31, 2022						December 31, 2021
	Estimated Useful Life (years)	Gross Carrying Amount		Accumulated amortization		Net Carrying Value		Gross Carrying Amount		Accumulated amortization		Net Carrying Value
		(in millions)
Customer relationships	3 - 20	$	600.3	$	(137.7)	$	462.6	$	530.5	$	(129.1)	$	401.4
Acquired and capitalized software	3 - 6	164.5		(87.6)		76.9		134.3		(80.4)		53.9
Tradename	3	0.7		—		0.7		—		—		—
Total		$	765.5	$	(225.3)	$	540.2	$	664.8	$	(209.5)	$	455.3

22

Notes to the Condensed Consolidated Financial Statements (unaudited)

We capitalized $6.8 million and $5.7 million of internally-developed software costs for the three months ended March 31, 2022 and 2021, respectively. During the three months ended March 31, 2022, we acquired $93.9 million of intangible assets in connection with the acquisition of Caravan Health (see Note 4. Business Combinations), which included preliminary values for customer relationships of $69.8 million (10-year useful life), acquired technology of $23.4 million (5-year useful life) and a tradename of $0.7 million (3-year useful life).

There was no impairment of intangible assets for the three months ended March 31, 2022 or 2021.

Amortization expense for intangible assets, inclusive of amounts subsequently written off from accumulated amortization, was $15.8 million and $14.7 million for the three months ended March 31, 2022 and 2021, respectively. Expected amortization expense as of March 31, 2022 related to intangible assets, including internal-use software development costs, was as follows:

	(in millions)
Remainder of 2022	$	53.4
2023	65.4
2024	50.6
2025	43.8
2026	43.1
Thereafter	283.9
	$	540.2

10.Goodwill

The change in the carrying amount of goodwill for each reporting unit is as follows:

	Home & Community Services		Episodes of Care Services		Total
	(in millions)
Balance at December 31, 2021	$	170.4	$	426.7	$	597.1
Business combinations	—		199.3		199.3
Balance at March 31, 2022	$	170.4	$	626.0	$	796.4

There was no impairment related to goodwill during the three months ended March 31, 2022 or 2021.

11.Accounts Payable and Accrued Expenses

Accounts payable and accrued expenses consist of the following:

	March 31,		December 31,
	2022		2021
	(in millions)
Shared savings payable	$	37.4	$	63.4
Accrued payroll and payroll-related expenses	28.6		46.5
Other accrued expenses	25.2		19.6
Accrued income taxes	7.8		1.6
Accounts payable	6.5		5.6
Total accounts payable and accrued liabilities	$	105.5	$	136.7

23

Notes to the Condensed Consolidated Financial Statements (unaudited)

12.Long-Term Debt

Long-term debt was as follows:

	March 31,		December 31,
	2022		2021
	(in millions)
Revolving Facility	$	—	$	—
2021 Term Loan	348.3		349.1
Total debt	348.3		349.1
Unamortized debt issuance costs	(5.8)		(6.0)
Unamortized discount on debt	(4.5)		(4.7)
Total debt, net	338.0		338.4
Less current maturities	(3.5)		(3.5)
Total long-term debt	$	334.5	$	334.9

As of March 31, 2022 and December 31, 2021, the effective interest rate on the 2021 Term Loan borrowings was 4.26% and 3.75%, respectively.

The 2021 Credit Agreement is secured by substantially all of the assets of Signify and its subsidiaries. The 2021 Credit Agreement contains customary representations and warranties as well as customary affirmative and negative covenants and events of default. Negative covenants include, among others (and in each case subject to certain exceptions), limitations on incurrence of liens by Signify and its restricted subsidiaries, limitations on incurrence of indebtedness by Signify and its restricted subsidiaries, limitations on making dividends and other distributions, limitations on engaging in asset sales, limitation on making investments, limitations on engaging in transactions with affiliates. As a result of these restrictions, substantially all of the subsidiary net assets are deemed restricted as of December 31, 2021. Additionally, the 2021 Credit Agreement includes a requirement that the consolidated first lien net leverage ratio (as defined in the 2021 Credit Agreement) as of the end of any fiscal quarter is not greater than 4.50 to 1.00 if on the last day of such fiscal quarter the Revolving Facility and letters of credit outstanding exceeds 35% of the total amount of Revolving Facility commitments at such time. As of March 31, 2022, we were in compliance with all financial covenants.

We currently have no borrowings outstanding under the Revolving Facility. As of March 31, 2022, we had $172.8 million available borrowing capacity under the Revolving Facility, as the borrowing capacity is reduced by outstanding letters of credit.

The aggregate principal maturities of long-term debt due subsequent to March 31, 2022 are as follows:

	(in millions)
Remainder of 2022	$	2.6
2023	3.5
2024	3.5
2025	3.5
2026	3.5
Thereafter	331.7
	$	348.3

24

Notes to the Condensed Consolidated Financial Statements (unaudited)

13.Fair Value Measurements

Assets and liabilities measured at fair value on a recurring basis were as follows:

		March 31, 2022
Balance Sheet Classification	Type of Instrument	Level 1		Level 2		Level 3		Total
		(in millions)
Cash equivalents	Money market funds	$	200.0	$	—	$	—	$	200.0
Customer EAR liability	Customer equity appreciation rights	—		—		82.7		82.7
Customer EAR liability	EAR letter agreement	—		—		1.3		1.3
Contingent consideration	Consideration due to sellers	—		—		30.6		30.6
		December 31, 2021
Balance Sheet Classification	Type of Instrument	Level 1		Level 2		Level 3		Total
		(in millions)
Cash equivalents	Money market funds	$	400.1	$	—	$	—	$	400.1
Customer EAR liability	Customer equity appreciation rights	—		—		48.6		48.6
Contingent consideration	Consideration due to sellers	—		—		—		—

There were no transfers between Level 1 and Level 2, or into or out of Level 3, during the three months ended March 31, 2022 or 2021.

Fair value of assets measured on a non-recurring basis include intangible assets when there is an impairment triggering event. See Note 8 Intangible Assets.

The changes in Level 3 liabilities measured at fair value on a recurring basis were as follows:

Contingent Consideration

	Three months ended March 31,
	2022		2021
	(in millions)
Beginning of period	$	—	$	15.2
Payment of contingent consideration	—		—
Initial measurement of contingent consideration due to sellers	30.5		—
Remeasurement of contingent consideration included in selling, general and administrative expense	0.1		0.2
Balance at end of period	$	30.6	$	15.4

25

Notes to the Condensed Consolidated Financial Statements (unaudited)

Customer equity appreciation rights

	Three months ended March 31,
	2022		2021
	(in millions)
Beginning of period	$	48.6	$	21.6
Grant date fair value estimate recorded as reduction to revenue	4.9		4.9
Grant date fair value estimate of EAR letter agreement recorded as reduction to revenue	1.6		—
Remeasurement of fair value of customer EAR agreements included in other expense (income), net	29.2		56.8
Remeasurement of fair value of EAR letter agreement, included in other expense (income), net	(0.3)		—
Balance at end of period	$	84.0	$	83.3

The valuation techniques and significant unobservable inputs used in recurring Level 3 fair value measurements were as follows as of March 31, 2022:

	Fair Value (in millions)		Valuation Technique	Significant Unobservable Inputs	Assumption
Customer equity appreciation rights	$	82.7	Monte Carlo	Volatility	55.0%
				Dividend yield	0%
				Risk-free rate	2.43%
				Expected term (years)	3.25
EAR Letter Agreement	$	1.3	Monte Carlo	Volatility	55.0%
				Dividend yield	0%
				Risk-free rate	2.43%
				Expected term (years)	3.25
Consideration due to sellers	$	30.6	Black-Scholes	Volatility	13.5%
				Discount Rate	2.30%
				Risk Free Rate	0.51%
				Credit Spread	4.90%
				Expected term (years)	1.58
Consideration due to sellers	$	—	Discounted approach	Discount Rate	5.0%

Fair value of the contingent consideration related to the Caravan Health acquisition (see Note 4. Business Combinations) was measured using the Black-Scholes option pricing model, which uses certain assumptions to estimate the fair value, including long-term financial forecasts, expected term until payout, volatility, discount rate, credit spread, and risk-free rate. The expected volatility and discount rate as of the acquisition date were calculated using comparable peer companies, adjusted for Caravan Health’s operational leverage. The risk-free interest rate is based on the U.S. Treasury rates that are commensurate with the term of the contingent consideration. As of March 31, 2022, the amount recognized for the contingent consideration arrangement, the range of outcomes, and the assumptions used to develop the estimates did not change compared to those used to estimate Caravan Health’s initial fair value.

26

Notes to the Condensed Consolidated Financial Statements (unaudited)

The valuation techniques and significant unobservable inputs used in recurring Level 3 fair value measurements were as follows as of December 31, 2021:

	Fair Value (in millions)		Valuation Technique	Significant Unobservable Inputs	Assumption
Customer equity appreciation rights	$	48.6	Monte Carlo	Volatility	50.0%
				Dividend yield	0%
				Risk-free rate	1.05%
				Expected term (years)	3.5

	Fair Value (in millions)		Valuation Technique	Significant Unobservable Inputs	Discount Rate
Consideration due to sellers	$	—	Discounted approach	Discount Rate	5.0%

The fair value of our debt is measured at Level 3 and is determined based on fluctuations in current interest rates, the trends in market yields of debt instruments with similar credit ratings, general economic conditions and other quantitative and qualitative factors. The carrying value of our debt approximates its fair value as it is variable-rate debt.

The carrying amounts of accounts receivable and accounts payable approximate their fair value because of the relatively short-term maturity of these instruments.

14.Shareholders’ Equity

See Note 1 Nature of Operations for details of the Reorganization Transactions effective in February 2021 in connection with our IPO.

Initial Public Offering

On February 16, 2021, Signify Health closed an IPO of 27,025,000 shares of its Class A common stock at a public offering price of $24 per share, which included 3,525,000 shares issued pursuant to the full exercise of the underwriters’ over-allotment option. Signify Health received gross proceeds of $648.6 million, which resulted in net cash proceeds of $609.7 million after deducting underwriting discounts and commissions of $38.9 million and before fees and expenses incurred in connection with the IPO incurred and paid for by Cure TopCo. Signify Health used the proceeds to purchase newly-issued membership interests from Cure TopCo at a price per interest equal to the IPO price of its Class A common stock, net of the underwriting discounts and commissions.

Amendment and Restatement of Certificate of Incorporation

In connection with the Reorganization Transactions and IPO, our certificate of incorporation was amended and restated to, among other things, authorize the issuance of two classes of common stock: Class A common stock and Class B common stock. The Amended and Restated Certificate of Incorporation authorizes 1,000,000,000 shares of Class A common stock, par value $0.01 per share and 75,000,000 shares of Class B common stock, par value $0.01 per share. The Amended and Restated Certificate of Incorporation also authorizes up to 50,000,000 shares of preferred stock, par value of $0.01 per shares, none of which have been issued.

Class A Common Stock

Holders of shares of Class A common stock are entitled to one vote for each share held of record on all matters on which stockholders are entitled to vote generally, including the election or removal of directors. The holders of Class A common stock do not have cumulative voting rights in the election of directors.

27

Notes to the Condensed Consolidated Financial Statements (unaudited)

Holders of shares of Class A common stock are entitled to receive dividends when and if declared by the board of directors out of funds legally available, subject to any statutory or contractual restrictions on the payment of dividends and to any restrictions on the payment of dividends imposed by the terms of any outstanding preferred stock.

Upon liquidation, dissolution or winding up and after payment in full of all amounts required to be paid to creditors and to the holders of preferred stock having liquidation preferences, if any, the holders of shares of Class A common stock will be entitled to receive pro rata our remaining assets available for distribution.

All shares of Class A common stock outstanding are fully paid and non-assessable. The Class A common stock are not subject to further calls or assessments. The rights, powers and privileges of Class A common stock are subject to those of the holders of any shares of preferred stock.

Class B Common Stock

Each share of Class B common stock entitles its holder to one vote per share on all matters submitted to a vote of the stockholders. If at any time the ratio at which LLC Units are redeemable or exchangeable for shares of Class A common stock changes from one-for-one, the number of votes to which Class B common stockholders are entitled will be adjusted accordingly. The holders of Class B common stock do not have cumulative voting rights in the election of directors.

Except for transfers to Signify Health pursuant to the Cure TopCo Amended LLC Agreement or to certain permitted transferees, the LLC Units and corresponding shares of Class B common stock may not be sold, transferred or otherwise disposed of. Holders of shares of Class B common stock will vote together with holders of Class A common stock as a single class on all matters on which stockholders are entitled to vote, except as otherwise required by law.

The Class B common stock is not entitled to economic interests in Signify Health. Holders of Class B common stock do not have any right to receive dividends or to receive a distribution upon a liquidation or winding up of Signify Health. However, if Cure TopCo makes distributions to Signify Health, the other holders of LLC Units, including the Continuing Pre-IPO LLC Members, will be entitled to receive distributions pro rata in accordance with the percentages of their respective LLC Units. The Class B common stock is not subject to further calls or assessment.

Cure TopCo, LLC Recapitalization

As noted above, in connection with our IPO, the limited liability company agreement of Cure TopCo was amended and restated (the “Cure TopCo LLCA”) to, among other things, convert all outstanding equity interests into LLC Units and appoint us as the sole managing member of Cure TopCo.

Under the Cure TopCo LLCA, holders of LLC Units have the right to require Cure TopCo to redeem all or a portion of their LLC Units for newly issued shares of our Class A common stock on a one-for-one basis or a cash payment equal to the volume-weighted average market price of one share of our Class A common stock for each LLC Unit redeemed. This will result in the recognition of a contingently redeemable noncontrolling interest in Cure TopCo held by the Continuing Pre-IPO LLC Members, which will be redeemable, at the election of Signify Health, for shares of Class A common stock on a one-for-one basis or a cash payment in accordance with the terms of the Cure TopCo LLCA and which, if the redeeming member is an affiliate, the decision to redeem in cash or shares will be approved by the disinterested members of the Audit Committee.

Cure TopCo Membership Units

The LLC Units of Cure TopCo do not have voting interests in Cure TopCo. The LLC Units do have rights with respect to the profits and losses and distributions of Cure TopCo as set forth in the Cure TopCo LLCA.

15.Noncontrolling Interest

We are the sole manager of Cure TopCo and, as a result of this control, and because we have a substantial financial interest in Cure TopCo, we consolidate the financial results of Cure TopCo into our Condensed Consolidated Financial Statements. The contingently redeemable noncontrolling interest represents the economic interests of Cure TopCo held by the holders of LLC Units other than the membership units held by us. Income or loss is attributed to

28

Notes to the Condensed Consolidated Financial Statements (unaudited)

the noncontrolling interests based on the relative percentages of LLC Units held by us and the other holders of LLC Units during the period. As such, future redemptions or direct exchanges of LLC Units will result in a change in ownership and reduce or increase the amount recorded as noncontrolling interests and increase or decrease additional paid-in capital in the Condensed Consolidated Balance Sheets.

The following table summarizes the ownership interests in Cure TopCo as of March 31, 2022:

	LLC Units	Ownership Percentage
Number of LLC Units held by Signify Health, Inc.	176,232,513	75.5%
Number of LLC Units held by noncontrolling interests	57,313,051	24.5%
Total LLC Units outstanding	233,545,564	100.0%

LLC Units held by the Continuing Pre-IPO LLC Members are redeemable or exchangeable for, at our election and with appropriate approvals, newly issued shares of Class A common stock on a one-for-one basis or a cash payment in accordance with the terms of the Cure TopCo LLCA.

During the three months ended March 31, 2022, 18,076 LLC units were exchanged by Continuing Pre-IPO LLC Members, and shares of Class A common stock were issued on a one-for-one basis.

16.Equity-Based Compensation

On March 1, 2022, our Board of Directors approved amendments to certain outstanding equity award agreements subject to performance-based vesting criteria. The equity awards were amended with an effective date of March 7, 2022, and include 3,572,469 outstanding LLC Incentive Units and 817,081 outstanding stock options. The amendments added an alternative two-year service-vesting condition to the performance-vesting criteria, which, through the effective date of the amendment, were considered not probable of occurring and therefore we had not previously recorded any expense related to these awards. The amended equity awards will now vest based on the satisfaction of the earlier to occur of 1) a two year service condition, with 50% vesting in each of March 2023 and March 2024 or 2) the achievement of the original performance vesting criteria. As a result of this amendment, which results in vesting that is considered probable of occurring, we began to record equity-based compensation expense for these amended equity awards in March 2022. The equity-based compensation expense related to these amended awards is based on the fair value as of the effective date of the amended equity awards and will be recorded over the two year service period.

2021 Long-Term Incentive Plan

In January 2021, our Board of Directors adopted the 2021 Long-Term Incentive Plan (the “2021 LTIP”) which became effective in connection with the IPO and provides for the grant of equity-based awards to employees, consultants, service providers and non-employee directors. At inception, there were 16,556,298 shares of Class A common stock available for issuance under the 2021 LTIP. The share pool will be increased on the first day of each year by the least of (i) 14,191,113 shares of Class A common stock, (ii) 3% of the aggregate number of shares of Class A common stock and shares of Class B common stock outstanding (on a fully diluted basis) on the last day of the immediately preceding fiscal year and (iii) an amount determined by the Board of Directors. Any shares underlying substitute awards, shares remaining available for grant under a plan of an acquired company and awards (including pre-IPO awards (as defined in the 2021 LTIP)) that are forfeited, cancelled, expired, terminated or are otherwise lapsed, in whole or in part, or are settled in cash or withheld in respect of taxes, will become available for future grants under the 2021 LTIP. As of December 31, 2021 the total number of shares available for future issuance under the 2021 LTIP was 15,246,831. On January 1, 2022, the share pool was increased by 3% of the aggregate number of Class A common stock and Class B common stock outstanding, or 7,255,410 shares of Class A common stock pursuant to the automatic increase provision described herein.

29

Notes to the Condensed Consolidated Financial Statements (unaudited)

Stock Options

The total fair value on March 7, 2022, the amendment effective date, based on a Black-Scholes value of $8.49, for the March 2022 amended stock options as described above, was $6.9 million, of which we recorded $0.2 million during the three months ended March 31, 2022. Subsequent to these amendments, there are no longer any stock options outstanding that are subject only to performance-based vesting conditions that are not probable of occurring.

The following is a summary of stock option activity for awards subject to time-based vesting for the three months ended March 31, 2022:

	Outstanding Options	Weighted average exercise price per share
Outstanding at December 31, 2021	4,926,357	$	9.98
Granted	4,375,060	$	14.72
Converted to time-based vesting	817,081	$	8.46
Forfeited	(201,710)	$	16.65
Exercised	(407,287)	$	3.86
Expired	(1,295)	$	7.39
Outstanding at March 31, 2022	9,508,206	$	12.15

Restricted Stock Units (“RSUs”)

A summary of restricted stock unit activity for the period presented is as follows:

	Restricted Stock Units	Weighted Avg. Grant Date FMV
Outstanding at December 31, 2021	602,745	$	18.37
Granted	2,936,040	$	14.13
Vested	(57,822)	$	23.84
Forfeited	(66,725)	$	16.77
Outstanding at March 31, 2022	3,414,238	$	14.66

Stock-based compensation expense

During the three months ended March 31, 2022, we recognized $3.1 million and $0.2 million, of equity-based compensation expense included in SG&A expense and Service expense, respectively, on the Condensed Consolidated Statements of Operations related to stock options and RSUs. During the three months ended March 31, 2021, we recognized $1.1 million of equity-based compensation expense included in SG&A expense on the Condensed Consolidated Statements of Operations related to stock options and RSUs.

As of March 31, 2022, we had total unrecognized compensation expense of $89.8 million related to 9,914,736 unvested time-based stock options and RSUs which we expect to recognize over a weighted average period of 1.9 years.

30

Notes to the Condensed Consolidated Financial Statements (unaudited)

Employee Stock Purchase Plan

During the three months ended March 31, 2022, we recognized $0.1 million of equity-based compensation expense included in SG&A expense on the Condensed Consolidated Statements of Operations related to the ESPP.

LLC Incentive Units

The total fair value on the amendment date for the March 2022 amended LLC Incentive Units as described above was based on the closing stock price on the amendment date of $14.19, resulting in total fair value of $50.7 million, of which we recorded $1.7 million in equity-based compensation expense during the three months ended March 31, 2022.

As of March 31, 2022, 6,941,723 of the outstanding LLC units are unvested. This includes 2,279,916 that were not amended and remain subject to performance-based vesting criteria which were not probable of occurring as of March 31, 2022.

In addition to the expense noted above related to those awards amended in March 2022, during the three months ended March 31, 2022 and 2021, we recognized $1.3 million and $1.4 million, respectively, of equity-based compensation expense related to LLC Units included in SG&A expense on the Condensed Consolidated Statements of Operations, respectively.

As of March 31, 2022, there was $53.0 million of total unrecognized compensation expense related to unvested time-based Incentive Units expected to be recognized over a weighted average period of 1.0 year. Additionally, there was approximately $4.3 million of unrecognized compensation expense related to Incentive Units with performance-based vesting, in which the vesting conditions were not probable of occurring as of March 31, 2022.

17.Loss Per Share

Basic loss per share of Class A common stock is computed by dividing net loss attributable to Signify Health by the weighted-average number of shares of Class A common stock outstanding during the period. Diluted loss per share of Class A common stock is computed by dividing net loss attributable to Signify Health by the weighted-average number of shares of Class A common stock outstanding adjusted to give effect to potentially dilutive securities.

31

Notes to the Condensed Consolidated Financial Statements (unaudited)

The following table sets forth reconciliations of the numerators and denominators used to compute basic and diluted loss per share of Class A common stock for the three months ended March 31, 2022 and 2021. The basic and diluted loss per share for the three months ended March 31, 2021 only includes the period from February 12, 2021 to March 31, 2021, which represents the period wherein we had outstanding Class A common stock.

	Three months ended March 31,
	2022		2021
	(in millions)
Net loss	$	(16.3)	$	(51.7)
Less: Net loss attributable to pre-Reorganization Transactions	—		(17.2)
Less: Net loss attributable to the noncontrolling interest	(5.4)		(11.3)
Net loss attributable to Signify Health, Inc.	$	(10.9)	$	(23.2)
Weighted average shares of Class A common stock outstanding - Basic	172,761,665		165,486,015
Earnings (loss) per share of Class A common stock - Basic	$	(0.06)	$	(0.14)
Earnings (loss) per share of Class A common stock - Diluted	$	(0.06)	$	(0.14)

Shares of Class B common stock do not participate in our earnings or losses and are therefore not participating securities. As such, separate presentation of basic and diluted loss per share of Class B common stock under the two-class method has not been presented. Shares of our Class B common stock and the corresponding LLC Units are, however, considered potentially dilutive shares of Class A common stock. LLC Units of Cure TopCo participate in the earnings of Cure TopCo and therefore, our portion of Cure TopCo’s earnings (loss) per share has been included in the net loss attributable to Signify Health in the calculation above. LLC Units held by the Continuing Pre-IPO LLC Members are redeemable in accordance with the Cure TopCo LLCA, at the election of Signify Health, for shares of Class A common stock on a one-for-one basis or a cash payment.

The potential dilutive effect of LLC Units are evaluated under the if-converted method. The potential dilutive effect of stock options and RSUs are evaluated under the treasury stock method.

The following table summarizes the stock options, RSUs and LLC Units that were anti-dilutive for the periods indicated. The effects of each would have been anti-dilutive as we recorded a net loss in each of the periods. As a result, these shares, which were outstanding, were excluded from the computation of diluted loss per share for the periods indicated.

	Three months ended March 31,
	2022	2021
Antidilutive Shares:
Stock Options	9,508,206	6,903,584
RSUs	3,414,238	66,328
LLC Units	57,313,051	57,622,302

18.Transaction-related Expenses

During the three months ended March 31, 2022, we incurred $3.2 million of transaction-related expenses in connection with the acquisition of Caravan Health and other corporate development activities, such as potential mergers and acquisitions, strategic investments and other similar activities. These transaction-related expenses primarily related to consulting and other professional services expenses, as well as certain integration-related expenses following the acquisition of Caravan Health.

32

Notes to the Condensed Consolidated Financial Statements (unaudited)

For the three months ended March 31, 2021, we incurred $0.9 million of transaction-related expenses related to expenses incurred in connection with corporate development activities, such as potential mergers and acquisitions, strategic investments and other similar activities. These transaction-related expenses related to consulting, compensation, and integration-type expenses. Additionally, for the three months ended March 31, 2021, we incurred $4.7 million of costs in connection with our IPO.

19.Commitments and Contingencies

Letters of Credit

As of March 31, 2022, we had outstanding letters of credit totaling $12.2 million, including $3.0 million related to leased properties and $9.2 million in favor of CMS, which are required in the event of a negative outcome on certain episodes of care within the BPCI-A program and we do not settle the related amounts owed to CMS. This amount reduces the borrowing amount available to us under our Revolving Facility as of March 31, 2022. See Note 12 Long-Term Debt for the total value of letters of credit under this facility. However, the terms of BPCI-A also require that certain partners provide a related reciprocal letter of credit for the majority of this amount. In February 2022, the entire $8.8 million of the reciprocal letters of credit were released as a result of collateral being available under the new credit agreement.

Contingencies

Liabilities for loss contingencies arising from claims, assessments, litigation, fines, penalties and other sources are recorded when it is probable a liability has been incurred and the amount of the liability can be reasonably estimated. We are involved in various lawsuits, claims and administrative proceedings arising in the normal course of business. In management’s opinion, the ultimate resolution of these matters will not materially adversely affect our financial position, results of operations or cash flows.

Sales Tax Reserve

During the year ended December 31, 2019, it was determined that certain Episodes of Care Services may be subject to sales tax in certain jurisdictions. Historically, we had not collected sales tax from our Episodes of Care Services customers as we believed the services were not taxable. As of March 31, 2022 and December 31, 2021, we had a liability of $1.8 million and $1.6 million, respectively, for potential sales tax exposure related to services performed in 2016 through the second quarter of 2020, included in other current liabilities on the Condensed Consolidated Balance Sheets. During the three months ended March 31, 2022, we received final audit settlement with certain states that led to $0.2 million recorded as an increase to SG&A expense on the Condensed Consolidated Statement of Operation. We are in the process of settling the remaining potential exposure with the various states and we began collecting sales tax from customers in the second quarter of 2021 for 2020 services.

Equity Appreciation Rights

As of March 31, 2022, there was approximately $14.8 million of original grant date fair value unrecognized related to the original customer EAR agreements, which we expect to record as a reduction of revenue through the end of 2022. We remeasure the fair value of the outstanding EAR agreements at the end of each reporting period and record any changes in fair value to other expense (income), net in our Condensed Consolidated Statement of Operations. See Note 13 Fair Value Measurements for changes in estimated fair value and valuation techniques used to estimate the EAR.

In December 2021, we and our customer agreed to extend our existing commercial arrangements through the middle of 2026 and established targets for the minimum number of IHEs to be performed on behalf of the customer each year (the “Volume Targets”). We also entered into a letter agreement (the “EAR Letter Agreement”) with the customer that provides that, in the event of a change in control of the Company or certain other corporate transactions, and subject to achievement of the Volume Targets, if the aggregate amount paid under the EARs prior to and in connection with such event (the “Aggregate EAR Value”) is less than $118.5 million, then the customer will be paid the difference between $118.5 million and the Aggregate EAR Value. The EAR Letter Agreement is a separate equity value-linked instrument, independent from the original EARs. The grant date fair value is

33

Notes to the Condensed Consolidated Financial Statements (unaudited)

determined based on an option pricing model. Similar to the original EARs, we will record the initial grant date fair value as a reduction to revenue over the performance period, beginning in 2022. Estimated changes in fair market value will be recorded each accounting period based on management’s current assumptions related to the underlying valuation approaches as other (income) expense, net on the Condensed Consolidated Statement of Operations. The grant date fair value of the EAR Letter Agreement was estimated to be $76.2 million and will be recorded as a reduction of revenue through June 30, 2026, coinciding with the service period. As of March 31, 2022, there was approximately $74.6 million of original grant date fair value unrecognized related to the EAR Letter Agreement, which we expect to record as a reduction of revenue as follows:

Remainder of 2022	$	4.7
2023	20.0
2024	20.0
2025	19.9
2026	10.0
Total	$	74.6

We remeasure the fair value of the outstanding EAR Letter Agreement at the end of each reporting period and record any changes in fair value to other expense (income), net in our Condensed Consolidated Statement of Operations. See Note 13 Fair Value Measurements for changes in estimated fair value and valuation techniques used to estimate the fair value of the EAR Letter Agreement.

Synthetic Equity Plan

In connection with our IPO in February 2021, the Synthetic Equity Plan (“SEP”) was amended to, among other things, remove the change in control payment condition and provide for cash settlement upon each vesting event based on a 30 trading day volume weighted average price of our Class A common shares. Prior to this amendment, the vesting criteria were not probable of occurring and we had not recognized any compensation expense related to these awards. Concurrent with the February 2021 amendment, we began to record compensation expense and a current liability beginning in the first quarter of 2021 related to outstanding synthetic equity awards (“SEUs”) subject to time-based vesting. The liability and expense are adjusted each reporting period based upon actual cash settlements and the underlying value of our Class A common stock. The SEU liability is included in accounts payable and accrued expenses on our Condensed Consolidated Balance Sheet. We have not recorded any expense related to the outstanding SEUs subject to performance-based vesting as the vesting criteria were not probable of occurring as of March 31, 2022. Most of the outstanding SEUs subject to performance-based vesting were amended in March 2022, to add a time-based vesting component and therefore, we began recognizing compensation expense related to these outstanding SEUs over the amended service period.

As of March 31, 2022, 198,668 SEUs were subject to time-based vesting and 9,152 synthetic equity units outstanding are subject to performance-based vesting.

The following table summarizes the change in the SEU liability:

	Three months ended March 31,
	2022		2021
	(in millions)
Balance at beginning of period	$	0.2	$	—
SEU expense included in service expense	—		0.5
SEU expense included in SG&A expense	0.1		1.0
Cash payments	(0.1)		(0.8)
Balance at end of period	$	0.2	$	0.7

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Notes to the Condensed Consolidated Financial Statements (unaudited)

Contingent Consideration

As of March 31, 2022, we recorded $30.6 million in long-term contingent consideration on our Condensed Consolidated Balance Sheets related to potential payments due upon the completion of certain performance targets in connection with our acquisition of Caravan Health in March 2022. See Note 4 Business Combinations. If contingent milestones are achieved under the terms of the Merger Agreement, we expect to make any payments due during the second half of 2023.

20.Income Taxes

Income tax benefit for the three months ended March 31, 2022 and 2021, was $6.0 million and $9.9 million, respectively. Our effective tax rate for the three months ended March 31, 2022 was 27.0% compared to 16.1% for the three months ended March 31, 2021. Our effective tax rate for the three months ended March 31, 2022 is higher than the U.S. Federal statutory rate of 21% primarily due to state taxes and non-deductible items partially offset by amounts not subject to income taxes related to the non-controlling interest. Our effective tax rate for the three months ended March 31, 2021 was less than the U.S. Federal statutory rate of 21% primarily due to not being subject to income taxes on the portion of earnings that are attributable to the non-controlling interest and loss in the pre-reorganization period partially offset by state taxes.

Uncertain Tax Provisions

We evaluate and account for uncertain tax positions taken or expected to be taken on an income tax return using a two-step approach. Step one, recognition, occurs when we conclude that a tax position, based solely on its technical merits, is more-likely-than-not to be sustainable upon examination. Step two, measurement, determines the amount of benefit that is greater than 50% likely to be realized upon ultimate settlement with a taxing authority that has full knowledge of all relevant information. Derecognition of a tax position that was previously recognized would occur when we subsequently determine that a tax position no longer meets the more likely-than-not threshold of being sustained. We record interest (and penalties where applicable), net of any applicable related income tax benefit, on potential income tax contingencies as a component of the income tax provision.

We have evaluated our tax positions and have identified uncertain tax positions for which a reserve should be recorded. Accordingly, a provision for uncertainties in income taxes of $0.3 million has been recorded and is included in other noncurrent liabilities on our Condensed Consolidated Balance Sheet as of March 31, 2022.

Tax Receivable Agreement

In February 2021, in connection with the Reorganization Transactions and IPO, we entered into the Tax Receivable Agreement (the “TRA”), which obligates us to make payments to the Continuing Pre-IPO LLC Members, the Reorganization Parties, Optionholders (as defined in the TRA) of the Blocker Companies at the time of the Mergers, holders of synthetic equity units and any future party to the TRA (collectively, the “TRA Parties”) in the aggregate generally equal to 85% of the applicable cash savings that we actually realize as a result of (i) certain favorable tax attributes acquired from the Blocker Companies in the Mergers (including net operating losses, the Blocker Companies’ allocable share of existing tax basis and refunds of Blocker Company taxes attributable to pre-Merger tax periods), (ii) increases in our allocable share of existing tax basis and tax basis adjustments that may result from (x) future redemptions or exchanges of LLC Units by Continuing Pre-IPO LLC Members for cash or Class A common stock, (y) the IPO Contribution and (z) certain payments made under the TRA and (iii) deductions in respect of interest and certain compensatory payments made under the TRA. We will retain the benefit of the remaining 15% of these tax savings.

As of March 31, 2022, we had a liability of $56.3 million related to the projected obligations under the TRA. TRA related liabilities are classified as current or noncurrent based on the expected date of payment. During the three months ended March 31, 2022, we recorded an immaterial increase in the TRA liability. As of March 31, 2022, there are no amounts due within 12 months and therefore the entire liability is included in Tax receivable agreement liability within noncurrent liabilities on our Condensed Consolidated Balance Sheet.

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Notes to the Condensed Consolidated Financial Statements (unaudited)

21.Segment Reporting

Operating segments are components of an enterprise for which separate financial information is available and evaluated regularly by our Chief Operating Decision Maker in deciding how to allocate resources and in assessing financial performance. Management views our operating performance in two reportable segments: Home & Community Services and Episodes of Care Services.

We evaluate the performance of each segment based on segment revenue and adjusted EBITDA. The operating results of the reportable segment are based on segment adjusted EBITDA, which includes revenue and expenses incurred by the segment, as well as an allocation of shared expenses. Shared expenses are generally allocated to each segment based on the segments’ proportionate employee headcount. Certain costs are not allocated to the segments, as described below, as these items are not considered in evaluating the segment’s overall performance.

See Note 6 Revenue Recognition for a summary of segment revenue by product type for the three months ended March 31, 2022 and 2021. Our operating segment results for the periods presented were as follows:

	Three months ended March 31,
	2022		2021
	(in millions)
Revenue
Home & Community Services	$	186.9	$	152.4
Episodes of Care Services	29.6		27.6
Segment Adjusted EBITDA
Home & Community Services	55.9		41.1
Episodes of Care Services	(10.9)		(6.7)
Less: reconciling items to loss before income taxes:
Unallocated costs (1)	45.3		72.5
Depreciation and amortization	18.0		16.7
Interest expense	4.0		6.8
Loss before income taxes	$	(22.3)	$	(61.6)
(1) Unallocated costs as follows:
Other (income) expense, net (2)	28.8		56.7
Equity-based compensation	6.5		2.5
SEU Expense	0.1		1.5
Customer equity appreciation rights	6.5		4.9
Transaction-related expenses	3.2		5.6
Non-allocated costs (3)	0.2		1.3
Total unallocated costs	$	45.3	$	72.5

(2) Other (income) expense, net includes the remeasurement of the fair value of the outstanding customer EARs and EAR Letter Agreement as well as interest and dividends earned on cash and cash equivalents.

(3) Non-allocated costs included remeasurement of contingent consideration and certain non-recurring expenses, including those associated with the closure of certain facilities, the sale of certain assets, one-time expenses related to the COVID-19 pandemic and the early termination of certain contracts. These costs are not considered by our Chief Operating Decision Maker in making resource allocation decisions.

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Notes to the Condensed Consolidated Financial Statements (unaudited)

Our Chief Operating Decision Maker does not receive or utilize asset information to evaluate performance of operating segments. Accordingly, asset-related information has not been presented.

22.Concentrations

During the normal course of operations, we maintain cash in bank accounts which exceed federally insured amounts. We have not experienced any losses in such accounts and do not believe we are exposed to any significant credit risk related to cash.

Accounts receivable potentially subject us to concentrations of credit risk. Management believes that its contract acceptance, billing and collection policies are adequate to minimize potential credit risk. We continuously evaluate the credit worthiness of our customers’ financial condition and generally do not require collateral.

We are dependent on a concentrated number of payors and provider partners with whom we contract to provide IHEs and other services. A significant portion of our revenues are generated from a small number of customers. Our largest customers accounted for the following percentages of total net revenue:

	Three months ended March 31,
	2022		2021
Customer A	35	%	26	%
Customer B	29	%	30	%
Customer C	*		10	%

*Revenue from this customer was less than 10% of total net revenue during the period noted.

In addition, the revenue from our top ten customers accounted for approximately 84% of our total revenue for the three months ended March 31, 2022.

As of March 31, 2022, we had three customers which accounted for approximately 27%, 19% and 10%, respectively, of accounts receivable. As of March 31, 2021, we had three customers which accounted for approximately 18%, 12%, and 10%, respectively, of accounts receivable.

While CMS is not our customer, a majority of the revenue generated by Episodes of Care Services is under the CMS administered BPCI-A program and payments are received under this program in certain cases from CMS rather than directly from the customer. During the three months ended March 31, 2022, approximately 10% of total consolidated revenue was generated from the BPCI-A program.

23.Related Party Transactions

In connection with the Reorganization Transactions, we entered into several agreements with various parties including Cure TopCo, New Mountain Capital and its affiliates, certain members of management and other shareholders. These include the Reorganization Agreement, the Cure TopCo, LLC Agreement, the TRA, the Registration Rights Agreement and the Stockholders' Agreement, all of which are fully described in our 2021 Annual Report on Form 10-K. See Note 1 Nature of Operations for further details on the Reorganization Transactions. See Note 14 Shareholders' Equity for additional information on the Cure TopCo, LLC Recapitalization. See Note 20 Income Taxes for additional information on the TRA.

24.Subsequent Events

Effective April 1, 2022, we entered into a new lease agreement for a facility in Galway, Ireland. The lease term is 15 years with an option to terminate after 10 years, and total lease payments are expected to be approximately $7.0 million over 10 years, or $11.1 million over 15 years.

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

Note Regarding Forward-Looking Statements

We have made statements in this Quarterly Report on Form 10-Q, including matters discussed under Part I, Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations, Part II, Item 1. Legal Proceedings, Part II, Item 1A. Risk Factors, and in other sections of this Quarterly Report on Form 10-Q, that are forward-looking statements. All statements other than statements of historical fact included in this Quarterly Report on Form 10-Q are forward-looking statements. These statements may be preceded by, followed by or include the words “may,” “might,” “will,” “should,” “expects,” “plans,” “anticipates,” “believes,” “estimates,” “predicts,” “potential” or “continue,” the negative of these terms and other comparable terminology. These forward-looking statements, which are subject to risks, uncertainties and assumptions about us, may include projections of our future financial performance, our anticipated growth strategies and anticipated trends in our business, our ability to realize synergies in our businesses and our plans to expand our investment in value-based payment programs and in our product portfolio. These statements are only predictions based on our current expectations and projections about future events. There are important factors that could cause our actual results, level of activity, performance or achievements to differ materially from the results, level of activity, performance or achievements expressed or implied by the forward-looking statements, including those factors discussed under Part II, Item 1A. Risk Factors and Part I, Item 1A. Risk Factors of our 2021 Annual Report on Form 10-K.

Although we believe the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, level of activity, performance or achievements. Moreover, neither we nor any other person assumes responsibility for the accuracy and completeness of any of these forward-looking statements. Some of the factors that could cause actual results to differ materially from those expressed or implied by the forward-looking statements include:

•the COVID-19 pandemic and whether the pandemic will continue to subside in 2022;

•our dependence upon a limited number of key customers;

•our dependence on certain key government programs;

•our failure to maintain and grow our network of high-quality providers;

•our failure to continue to innovate and provide services that are useful to customers and achieve and maintain market acceptance;

•our limited operating history with certain of our solutions;

•our failure to compete effectively;

•the length and unpredictability of our sales cycle;

•failure of our existing customers to continue or renew their contracts with us;

•failure of service providers to meet their obligations to us;

•seasonality that may cause fluctuations in our sales, cash flows and results of operations;

•our failure to achieve or maintain profitability;

•our revenue not growing at the rates they historically have, or at all;

•our failure to successfully execute on our growth initiatives, business strategies, or operating plans, including growth in our non-BPCI-A episodes of care business;

•our failure to successfully launch new products;

•our failure to diversify sources of revenues and earnings;

•inaccurate estimates and assumptions used to determine the size of our total addressable market;

•changes in accounting principles applicable to us;

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•incorrect estimates or judgments relating to our critical accounting policies;

•our failure to effectively adapt to changes in the healthcare industry, including changes in the rules governing Medicare or other federal healthcare programs, or a potential shift toward total cost of care payment models;

•our failure to adhere to complex and evolving governmental laws and regulations;

•our failure to comply with current and future federal and state privacy, security and data protection laws, regulations or standards;

•our employment of and contractual relationships with our providers subjecting us to licensing or other regulatory risks, including recharacterization of our contracted providers as employees;

•adverse findings from inspections, reviews, audits and investigations from health plans or government agencies;

•inadequate investment in or maintenance of our operating platform and other information technology and business systems;

•our ability to develop and/or enhance information technology systems and platforms to meet our changing customer needs;

•higher than expected investments in our business, including, but not limited to, investments in our technology and operating platform, which could reduce our profitability;

•security breaches or incidents, loss or misuse of data, a failure in or breach of our operational or security systems or other disruptions;

•disruptions in our disaster recovery systems or management continuity planning;

•our ability to comply with, and changes to, laws, regulations and standards relating to privacy or data protection;

•our ability to obtain, maintain, protect and enforce our intellectual property;

•our dependence on distributions from Cure TopCo, LLC, our operating subsidiary, to fund dividend payments, if any, and to pay our taxes and expenses, including payments under the Tax Receivable Agreement (“TRA”);

•the control certain equityholders have over us and our status as a controlled company;

•our ability to realize any benefit from our organizational structure;

•risk associated with acquiring other businesses including our ability to effectively integrate the operations and technologies of the acquired businesses, including Caravan Health;

•risks associated with an increase in our indebtedness; and

•the other risk factors described under Part II, Item 1A. Risk Factors and in Part I, Item 1A. Risk Factors of our 2021 Annual Report on Form 10-K.

All forward-looking statements attributable to us or persons acting on our behalf are expressly qualified in their entirety by the foregoing cautionary statements. In addition, all forward-looking statements speak only as of the date of this Quarterly Report on Form 10-Q. We undertake no obligations to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise other than as required under the federal securities laws.

Overview

The following discussion of our financial condition and results of operations should be read in conjunction with the Condensed Consolidated Financial Statements and the related notes and other financial information included elsewhere in this Quarterly Report on Form 10-Q. In addition to historical consolidated financial

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information, the following discussion contains forward-looking statements that reflect our plans, estimates and beliefs and that involve risks and uncertainties. Our actual results may differ materially from those discussed in the forward-looking statements as a result of various factors, including those set forth in “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2021 and Note Regarding Forward-Looking Statements included in this Quarterly Report on Form 10-Q.

The following discussion contains references to periods prior to the Reorganization Transactions that Signify Health, Inc. (referred to herein as “we”, “our”, “us”, “Signify Health” or the “Company”) and Cure TopCo, LLC (“Cure TopCo”) entered into in connection with its initial public offering (the “Reorganization Transactions”), which were effective February 12, 2021. Any information related to periods prior to the Reorganization Transactions refer to Cure TopCo and its consolidated subsidiaries and any information related to periods subsequent to the Reorganization Transactions refer to Signify Health and its consolidated subsidiaries, including Cure TopCo.

Signify Health is a leading healthcare platform that leverages advanced analytics, technology, and nationwide healthcare provider networks to create and power value-based payment programs. Our mission is to transform how care is paid for and delivered so that people can enjoy more healthy, happy days at home. By activating the home as a key part of the care continuum, we are helping lessen dependence on facility-centric care, preventing costly adverse events and facilitating holistic condition management across settings of care. Our customers include health plans, governments, employers, health systems and physician groups. We believe that we are a market leader in two fast-growing segments of the value-based healthcare payment industry: (1) payment models based on individual episodes of care and (2) in-home health evaluations (“IHEs”). Payment models based on individual episodes of care organize, or “bundle”, payments for all, or a substantial portion of, services received by a patient in connection with an episode of care, such as a surgical procedure, particular condition or other reason for a hospital stay. IHEs are health evaluations performed by a clinician in the home to support payors’ participation in Medicare Advantage and other government-run managed care plans. Our episode payment platform managed $4.62 billion and $5.21 billion of spend in 2021 and 2020, respectively. Our mobile network of providers completed evaluations for over 1.9 million individuals participating in Medicare Advantage and other managed care plans in 2021. We believe that these core businesses have enabled us to become integral to how health plans and healthcare providers successfully participate in value-based payment programs, and that our platform lessens the dependence on facility-centric care for acute and post-acute services and shifts more services towards alternate sites and, most importantly, the home.

On March 1, 2022, we acquired Caravan Health, Inc. (“Caravan Health”). The combination creates one of the largest national networks of providers engaged in value-based payment models providing a broader range of value-based and shared savings models from advanced primary care to specialty care bundles to total cost of care programs. We believe the acquisition of Caravan Health will also position us to better to serve community hospitals, physician practices and clinics – entities that have been slower to adopt episodes of care and bundled payments due to a lack of infrastructure to do so.

Our solutions support value-based payment programs by aligning financial incentives around outcomes, providing tools to health plans and healthcare organizations designed to assess and manage risk and identify actionable opportunities for improved patient outcomes, coordination and cost-savings. Through our platform, we coordinate what we believe is a holistic suite of clinical, social, and behavioral services to address an individual’s healthcare needs and prevent adverse events that drive excess cost. Our business model is aligned with our customers, as we generate revenue only when we successfully engage members for our health plan customers and generate savings for our provider customers.

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Recent Developments for Quarter ended March 31, 2022 and Factors Affecting Our Results of Operations

Below is a summary of recent developments and factors that impact results of operations, including comparability to historical results of operations. As a result of a number of factors, our historical results of operations may not be comparable to our results of operations in future periods, and our results of operations may not be directly comparable from period to period. For a complete list of factors affecting our results of operations, refer to our 2021 Annual Report on Form 10-K.

Caravan Health Acquisition

On March 1, 2022, we completed the acquisition of Caravan Health for an initial purchase price of approximately $250.0 million, subject to certain customary adjustments, and included $190.0 million in cash and $60.0 million in our Class A common stock, comprised of 4,726,134 shares at $12,5993 per share, which represents the volume-weighted average price per share of our common stock for the five trading days ending three business days prior to March 1, 2022. In connection and concurrently with entry into the Merger Agreement, we entered into support agreements with certain shareholders of Caravan Health, pursuant to which such shareholders agreed that, other than according to the terms of its respective support agreement, it will not, subject to certain limited exceptions, transfer, sell or otherwise dispose of any Signify shares for a period of up to five years following closing of the merger. In addition to the initial purchase price, the transaction included contingent additional payments of up to $50.0 million based on certain future performance criteria of Caravan Health, which if conditions are met, may be paid in the second half of 2023. The fair value of the contingent consideration as of the acquisition date was estimated to be approximately $30.5 million.

As part of the Caravan Health acquisition, we assigned preliminary values to the assets acquired and the liabilities assumed based upon their fair values at the acquisition date. We acquired $93.9 million of intangible assets, consisting primarily of customer relationships of $69.8 million (10-year useful life), acquired technology of $23.4 million (5-year useful life) and a tradename of $0.7 million (3-year useful life), which we also expect will increase our amortization expense in future periods. As a result of the Caravan Health acquisition, we also recorded $199.3 million in goodwill, which represented the amount by which the purchase price exceeded the fair value of the net assets acquired.

Pro forma results of operations related to this acquisition have not been presented as the acquisition did not meet the prescribed significance tests set forth in Regulation S-X requiring such disclosure. The financial results of Caravan Health have been included in our Condensed Consolidated Financial Statements since the date of the acquisition. Due to the above factors, and in particular the increase in amortization expense, our results of operations for periods subsequent to the acquisition are not directly comparable to our results of operations for the periods prior to the acquisition date.

IHE volume

In the first three months of 2022, we completed and sent to customers approximately 0.56 million IHEs, including vIHEs, compared to 0.46 million IHEs in the first three months of 2021.

COVID-19 Update

Our operations in our Home & Community Services segment were significantly affected by the COVID-19 pandemic early in 2020. However, as the COVID-19 pandemic has evolved, we have been able to pivot and flex the

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volume of virtual IHEs (“vIHEs”) when necessary and as a result we have not experienced a material impact to our results of operation as a result of the ongoing pandemic since the second quarter of 2020.

Our Episodes of Care Services segment has experienced a more prolonged negative impact related to the pandemic. At certain times during the pandemic, governmental authorities recommended, and in certain cases required, that elective, specialty and other procedures and appointments, including certain acute and post-acute care services, be suspended or canceled to avoid non-essential patient exposure to medical environments and potential infection with COVID-19. In addition, the temporary suspension or cancellation of services was put in place to focus limited resources and personnel capacity toward the prevention of, and care for patients with, COVID-19. This resulted in fewer elective procedures and a general reduction in individuals seeking medical care starting at the end of the first quarter of 2020, which contributed to a substantially lower number of episodes being managed in 2020 and 2021. Due to the nature of the BPCI-A program, however, there is a significant lag between when the episodes are initiated and when CMS reconciles those services and we recognize revenue over a 13 month period encompassing both of those points in time. As such, there was no immediate impact to our revenues in early 2020 when the pandemic began. However, the specific impact of the lower volumes on our program size and revenues has resulted in a decline in weighted average program size and savings rates. In addition, in the third quarter of 2020 and in response to the COVID-19 pandemic, CMS announced that episodes with a COVID-19 diagnosis would be excluded from reconciliation irrespective of the impact on the outcome of the episode, and this exclusion has extended into 2022, resulting in a negative impact to our program size. We would expect this impact on the program size to decrease once the COVID-19 pandemic subsides or CMS removes this rule.

Initially, the reduction in the number of episodes managed was offset by a higher savings rate achieved due to a combination of improved performance by some of our partners as well as certain partners that were underperforming choosing to exclude some or all of their episodes from reconciliation in 2020. However, beginning with the reconciliation results received from CMS during the second quarter of 2021, we saw a negative impact on our savings rate as a result of the COVID-19 pandemic. This result was driven primarily by two factors, including 1) the under-diagnosis of co-morbidities, as a result of the COVID-19 pandemic and individuals skipping annual or routine visits to the doctor’s office, which led to higher actual costs of treatment without an attendant patient mix adjustment by CMS and therefore reduced our savings rate; and 2) the use of higher cost next site of care facilities as a result of the COVID-19 pandemic driven by reduced availability of skilled nursing facilities as a next site of care option upon hospital discharge. Although the availability of skilled nursing facilities has improved, patients continue to be discharged to inpatient rehabilitation facilities and other high-cost next sites of care, which reduces our savings rate.

Due to the passage of time between when we perform our services and the confirmation of results and subsequent cash settlement by CMS, COVID-19 and the aforementioned negative impacts have also negatively impacted our semi-annual cash flows related to the BPCI-A program.

Because our administrative fee is calculated as a percentage of program size and we receive a portion of the savings achieved in management of an episode, the decrease in episodes and related reduction in overall program size have had, and we expect will continue to have, a negative effect on our revenue. Some of these measures and challenges will likely continue for the duration of the COVID-19 pandemic and will harm the results of operations, liquidity and financial condition of our provider partners and our business. Lastly, our representatives may be prohibited from entering hospitals, skilled nursing facilities and other post-acute facilities as a result of the pandemic, which affects our ability to manage post-acute care and could have a material impact on the savings rate being generated by the program.

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We continue to monitor trends related to COVID-19, including the recent fluctuations in rates due to variants, changes in CDC recommendations and their impact on results of operations and financial condition on both of our segments.

Equity-based compensation expense

On March 1, 2022, our Board of Directors approved amendments to certain outstanding equity award agreements, subject to performance-based vesting criteria. The equity awards were amended with an effective date of March 7, 2022, and include 3,572,469 outstanding LLC Incentive Units and 817,081 outstanding stock options. The amendments added an alternative two-year service-vesting condition to the performance-vesting criteria, which, through the effective date of the amendment, were considered not probable of occurring and therefore we had not previously recorded any expense related to these awards. The amended equity awards will now be vest based on the satisfaction of the earlier to occur of 1) a two year service condition, with 50% vesting in each of March 2023 and March 2024 or 2) the achievement of the original performance vesting criteria. As a result of this amendment, which results in vesting that is considered probable of occurring, we began to record equity-based compensation expense for these amended equity awards in March 2022. The equity-based compensation expense related to these amended awards is based on the fair value as of the effective date of the amended equity awards and will be recorded over the two year service period.

The total fair value on March 7, 2022, the amendment effective date, based on a Black-Scholes value of $8.49, for the March 2022 amended stock options as described above was $6.9 million, of which we recorded $0.2 million during the three months ended March 31, 2022. Subsequent to these amendments, there are no longer any stock options outstanding that are subject only to performance-based vesting conditions that are not probable of occurring.

The total fair value on the amendment date for the March 2022 amended LLC Incentive Units was based on the closing stock price on the amendment date of $14.19, resulting in total fair value of $50.7 million, of which we recorded $1.7 million in equity-based compensation expense during the three months ended March 31, 2022. Subsequent to these amendments, there are 2,202,628 LLC Incentive Units that remain outstanding that are subject only to performance-based vesting conditions that are not probable of occurring.

Additionally, in March 2022, the Board of Directors and the Compensation Committee approved an annual long-term incentive plan equity grant (the “2022 Annual LTIP Equity Grant”) to certain employees. A total of 2,677,979 restricted stock units and 4,059,520 stock options with an exercise price of $14.19 were granted as part of this 2022 Annual LTIP Equity Grant. All awards granted as part of the 2022 Annual LTIP Equity Grant are subject to a four year time vesting schedule. Total grant date fair value related to the 2022 Annual LTIP Equity Grant was $68.8 million and will be recorded as equity-based compensation expense over the four year service period beginning in March 2022.

As a result of the March 2022 amendments to equity awards with performance-based vesting criteria and the 2022 Annual LTIP Equity Grant, our total equity-based compensation expense is expected to be significantly higher in 2022 and beyond as compared to historical periods.

Adoption of new accounting pronouncement - Leases

In February 2016, the FASB issued ASU 2016-02, Leases (ASC 842) which requires lessees to recognize leases on the balance sheet by recording a right-of-use asset and lease liability. We adopted this new guidance as of January 1, 2022 and applied the transition option, whereby prior comparative periods will not be retrospectively presented in the consolidated financial statements. We elected the package of practical expedients not to reassess prior conclusions related to contracts containing leases, lease classification and initial direct costs and the lessee

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practical expedient to combine lease and non-lease components for all asset classes. We made a policy election to not recognize right-of-use assets and lease liabilities for short-term leases for all asset classes. See Note 8 Leases to our Condensed Consolidated Financial Statements covered under Part I, Item 1 of this Quarterly Report on Form 10-Q for further details.

Upon adoption on January 1, 2022, we recognized right-of-use assets and lease liabilities for operating leases of $23.0 million and $35.6 million, respectively. The difference between the right-of-use asset and lease liability primarily represents the net book value of deferred rent and tenant improvement allowances recognized as of December 31, 2021, which was adjusted against the right-of-use asset upon adoption.

Non-controlling interest

The non-controlling interest ownership percentage changes as new shares are issued and LLC units are exchanged. During the three months ended March 31, 2022, the change in the non-controlling interest percentage was primarily driven by the shares issued in connection with the Caravan Health acquisition. As of March 31, 2022, we hold approximately 75.5% of Cure TopCo’s outstanding LLC Units and the remaining LLC Units of Cure TopCo are held by the Continuing Pre-IPO LLC Members.

Components of our results of operations

Components of results of operations including revenue, operating expenses and other expense, net are described in our 2021 Annual Report on Form 10-K. Below is an update to the components of results of operations.

Revenue

We have entered into EAR agreements and a separate letter agreement (the “EAR Letter Agreement”) with one of our customers in our Home & Community Services segment. Revenue generated under the underlying customer contracts includes an estimated reduction in the transaction price for IHEs associated with the initial grant date fair value of the outstanding customer EAR agreements and EAR Letter Agreement. The total grant date fair value of the outstanding EAR agreements was $51.8 million and is being recorded against revenue over their respective performance periods, both of which end in December 2022. The grant date fair value of the EAR Letter Agreement was estimated to be $76.2 million and will be recorded as a reduction of revenue through June 30, 2026, coinciding with the service period as follows: $6.3 million in 2022, $20.0 million in 2023, $20.0 million in 2024, $19.9 million in 2025 and $10.0 million in 2026. See “—Liquidity and capital resources—Customer Equity Appreciation Rights Agreements.”

Caravan Health enters into contracts with customers to provide multiple services around the management of the ACO model. These include, among others, population health software, analytics, practice improvement, compliance, marketing, governance, surveys and licensing. The overall objective of the services provided is to help the customer receive shared savings from CMS. Caravan Health enters into arrangements with customers wherein we receive a contracted percentage of each customer’s portion of shared savings if earned. We recognize shared savings revenue as performance obligations are satisfied over time, commensurate with the recurring ACO services provided to the customer over a 12-month calendar year period. The shared savings transaction price is variable, and therefore, we estimate an amount we expect to receive for each 12-month calendar year performance obligation period.

In order to estimate this variable consideration, management initially uses estimates of historical performance of the ACOs. We consider inputs such as attributed patients, expenditures, benchmarks and inflation factors. We adjust our estimates at the end of each reporting period to the extent new information indicates a change is

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warranted. We apply a constraint to the variable consideration estimate in circumstances where we believe the data received is incomplete or inconsistent, so as not to have the estimates result in a significant revenue reversal in future periods. Although our estimates are based on the information available to us at each reporting date, new and material information may cause actual revenue earned to differ from the estimates recorded each period. These include, among others, Hierarchical Conditional Category (“HCC”) coding information, quarterly reports from CMS, unexpected changes in attributed patients and other limitations of the program beyond our control. We receive final reconciliations from CMS and collect the cash related to shared savings earned annually in the third or fourth quarter of each year for the preceding calendar year.

The remaining sources of Caravan Health revenue in our Episodes of Care Services segment are recognized over time when, or as, the performance obligations are satisfied and are primarily based on a fixed fee or per member per month fee. Therefore, they do not require significant estimates and assumptions by management.

See “—Critical accounting policies—Revenue recognition.”

Results of operations

The following is a discussion of our consolidated results of operations for the three months ended March 31, 2022 and 2021. A discussion of the results by each of our two operating segments, Home & Community Services and Episodes of Care Services, follows the discussion of our consolidated results.

The following table summarizes our results of operations for the three months ended March 31, 2022 and 2021:

	Three months ended March 31,				% Change
	2022		2021		2022 v. 2021
	(in millions)
Revenue	$	216.5	$	180.0	20.3	%
Operating expenses:
Service expense	114.5		98.5		16.3	%
Selling, general and administrative expense	70.3		57.3		22.9	%
Transaction-related expense	3.2		5.6		(43.4)	%
Depreciation and amortization	18.0		16.7		7.5	%
Total operating expenses	206.0		178.1		15.7	%
Income from operations	10.5		1.9		NM
Interest expense	4.0		6.8		(40.7)	%
Other expense (income)	28.8		56.7		(49.2)	%
Other expense, net	32.8		63.5		(48.3)	%
Loss before income taxes	(22.3)		(61.6)		(63.7)	%
Income tax benefit	(6.0)		(9.9)		(39.2)	%
Net loss	(16.3)		(51.7)		(68.4)	%
Net loss attributable to pre-Reorganization period	—		(17.2)		NM
Net loss attributable to non-controlling interest	(5.4)		(11.3)		(52.3)	%
Net loss attributable to Signify Health, Inc.	$	(10.9)	$	(23.2)	(52.9)	%

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Revenue

Our total revenue was $216.5 million for the three months ended March 31, 2022, representing an increase of $36.5 million, or 20.3%, from $180.0 million for the three months ended March 31, 2021. This increase was primarily driven by a $34.5 million increase in revenue from our Home & Community Services segment as well as a $2.0 million increase in revenue from our Episodes of Care Services segment. See “—Segment results” below.

Operating expenses

Our total operating expenses were $206.0 million for the three months ended March 31, 2022, representing an increase of $27.9 million, or 15.7%, from $178.1 million for the three months ended March 31, 2021. This increase was driven by the following:

•Service expense - Our total service expense was $114.5 million for the three months ended March 31, 2022, representing an increase of $16.0 million, or 16.3%, from $98.5 million for the three months ended March 31, 2021. This increase was primarily driven by expenses related to our network of providers, which increased by $9.3 million, driven by the higher IHE volume and a return to a more traditional mix of in-person IHEs compared to vIHEs. In 2021, primarily as a result of COVID-19, a higher proportion of evaluations were performed as vIHE, which have a lower cost per evaluation. Compensation-related expenses increased by $6.4 million primarily driven by additional headcount including the incremental employees retained as part of the Caravan Health acquisition and higher benefits expense. Additionally, there was an increase of $1.4 million in other expenses during the three months ended March 31, 2022, primarily driven by the overall higher IHE volume. The impact of COVID-19 was less in 2022, resulting in a decrease of approximately $1.1 million in pandemic-related expenses during the first quarter of 2022 as compared to the first quarter of 2021, including lower costs related to COVID-19 tests for our providers and lower costs for personal protective equipment used by our providers while conducting IHEs during the pandemic.

•Selling, general and administrative (“SG&A”) expense - Our total SG&A expense was $70.3 million for the three months ended March 31, 2022, representing an increase of $13.0 million, or 22.9%, from $57.3 million for the three months ended March 31, 2021. This increase was primarily driven by compensation-related expenses, which increased by $7.3 million due to additional headcount to support the overall growth in our business including the incremental employees retained as part of the Caravan Health acquisition and higher benefits costs. Other costs also increased, including an increase of $1.7 million in bad debt expense, an increase of $1.7 million in information technology-related expenses, including infrastructure and software costs, an increase of $1.2 million in other variable costs and an increase of $1.1 million in employee travel and entertainment expenses as COVID-19 imposed travel restrictions eased.

•Transaction-related expenses - Our total transaction-related expenses were $3.2 million for the three months ended March 31, 2022, representing a decrease of $2.4 million, or 43.4%, from $5.6 million for the three months ended March 31, 2021. In 2022, the transaction-related expenses consisted primarily of consulting and other professional services expenses incurred in connection with general corporate development activities, including the Caravan Health acquisition and other potential acquisitions that did not proceed. In addition, transaction-related expenses in 2022 included certain integration-related expenses, including compensation expenses and consulting and other professional services expenses, following the Caravan Health acquisition. In 2021, the transaction-related expenses consisted primarily of consulting and other professional services expenses, as well as compensation expenses, incurred in connection with our IPO and general corporate development activities, including potential acquisitions that did not proceed.

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•Depreciation and amortization - Our total depreciation and amortization expense was $18.0 million for the three months ended March 31, 2022, representing an increase of $1.3 million, or 7.5%, from $16.7 million for the three months ended March 31, 2021. This increase in depreciation and amortization expense was primarily driven by a net increase in amortization expense of $1.1 million, primarily due to additional capital expenditures related to internally-developed software over the past year and the $93.9 million in intangible assets acquired in connection with the Caravan Health acquisition in March 2022, partially offset by certain intangible assets becoming fully amortized in 2021. Additionally, there was an increase in depreciation expense of $0.2 million, primarily driven by additional capital expenditures over the past year.

Other expense, net

Other expense, net was $32.8 million for the three months ended March 31, 2022, representing a decrease of $30.7 million from $63.5 million for the three months ended March 31, 2021. This decrease was primarily driven by the remeasurement of the fair value of the outstanding customer EAR liabilities, which resulted in expense of $28.9 million for three months ended March 31, 2022, representing a decrease of $27.9 million from expense of $56.8 million for the three months ended March 31, 2021. Interest expense also decreased by $2.8 million primarily driven by the lower outstanding principal balance and lower interest rates following our June 2021 refinancing of the 2021 Credit Agreement.

Income tax benefit

Income tax benefit was $6.0 million for the three months ended March 31, 2022, representing a decrease of $3.9 million from $9.9 million for the three months ended March 31, 2021. The effective tax rate for the three months ended March 31, 2022 was 27.0% compared to 16.1% for the three months ended March 31, 2021. The effective tax rate in 2022 is higher than the statutory federal and state income tax rate of approximately 25% primarily due to unrealizable net operating losses which require a valuation allowance and the impact of the non-controlling interest partially offset by a tax benefit associated with stock option exercises.

Segment results

We evaluate the performance of each of our two operating segments based on segment revenue and segment adjusted EBITDA. Service expense for each segment is based on direct expenses associated with the revenue generating activities of each segment. We allocate SG&A expenses to each segment primarily based on the relative proportion of direct employees.

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The following table summarizes our segment revenue, segment adjusted EBITDA and the percentage of total consolidated revenue and consolidated adjusted EBITDA, respectively, for the periods presented:

	Three months ended March 31,								% Change
	2022		% of Total		2021		% of Total		2022 v 2021
	(in millions)
Revenue
Home & Community Services
Evaluations	$	186.2	86.0	%	$	150.3	83.5	%	23.9	%
Other	0.7		0.3	%	2.1		1.2	%	(66.9)	%
Total Home & Community Services revenue	186.9		86.3	%	152.4		84.7	%	22.6	%
Episodes of Care Services
Episodes	24.1		11.1	%	25.4		14.0	%	(5.2)	%
Other	5.5		2.6	%	2.2		1.3	%	153.8	%
Total Episodes of Care Services revenue	29.6		13.7	%	27.6		15.3	%	7.3	%
Segment Adjusted EBITDA
Home & Community Services	55.9		124.3	%	41.1		119.4	%	35.8	%
Episodes of Care Services	(10.9)		(24.3)	%	(6.7)		(19.4)	%	(63.0)	%

Home & Community Services revenue was $186.9 million for the three months ended March 31, 2022, representing an increase of $34.5 million, or 22.6%, from $152.4 million for the three months ended March 31, 2021. This increase was primarily driven by Evaluations revenue, which increased by $35.9 million. The higher Evaluations revenue was driven by increased IHE volume and a reduction in the proportion of IHEs conducted as vIHEs, which are performed at a lower price per evaluation compared to in-person IHEs. Evaluations revenue included a reduction associated with the grant date fair value of the outstanding customer EARs and EAR Letter Agreement of $6.5 million and $4.9 million during the three months ended March 31, 2022 and 2021, respectively. Other revenue decreased by $1.4 million, primarily due to a decrease in revenue from our biopharmaceutical services and standalone sales of our social determinants of health product.

Episodes of Care Services revenue was $29.6 million for the three months ended March 31, 2022, representing an increase of $2.0 million, or 7.3%, from $27.6 million for the three months ended March 31, 2021. This increase was primarily driven by the Caravan Health acquisition, which contributed $— million in revenue for the three months ended March 31, 2022. This increase was partially offset by a decrease of $1.3 million in Episodes revenue due to the adverse effects of COVID-19 on program size and savings rate, including lower healthcare utilization, the exclusion of episodes of care with a COVID-19 diagnosis and the impact of the patient case mix adjustment and inpatient rehabilitation center utilization on savings rate. Other revenue increased $3.3 million in 2022 primarily driven by Caravan Health acquisition.

Home & Community Services Adjusted EBITDA was $55.9 million for the three months ended March 31, 2022, representing an increase of $14.8 million, or 35.8%, from $41.1 million for the three months ended March 31, 2021. This increase was primarily driven by the increase in revenue described above partially offset by higher operating expenses as a result of the variable costs associated with increased volume and the investments to support our growth and technology.

Episodes of Care Services Adjusted EBITDA was a loss of $10.9 million for the three months ended March 31, 2022, representing an increase of $4.3 million, or 63.0%, from a loss of $6.7 million for the three months ended

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March 31, 2021. This increase in the loss was primarily driven by the lower Episodes revenue described above and higher operating expenses as a result of investments to support our future growth and technology.

Liquidity and capital resources

Liquidity describes our ability to generate sufficient cash flows to meet the cash requirements of our business operations, including working capital needs to meet operating expenses, debt service, acquisitions when pursued and other commitments and contractual obligations. We consider liquidity in terms of cash flows from operations and their sufficiency to fund our operating and investing activities.

Our primary sources of liquidity are our existing cash and cash equivalents, cash provided by operating activities and borrowings under our Credit Agreement, including borrowing capacity under our Revolving Facility (as defined below). As of March 31, 2022, we had unrestricted cash and cash equivalents of $451.3 million. Our total indebtedness was $348.3 million as of March 31, 2022.

In June 2021, we entered into a credit agreement with a secured lender syndicate (the “2021 Credit Agreement”). The 2021 Credit Agreement includes a term loan of $350.0 million (the “2021 Term Loan”) and a revolving credit facility (the “Revolving Facility”) with a $185.0 million borrowing capacity. See Part II, Item 7. “Management’s Discussion and Analysis of Financial Condition and Results of Operation —Liquidity and capital resources —Indebtedness” in our 2021 Annual Report on Form 10-K. As of March 31, 2022, we had available borrowing capacity under the Revolving Facility of $172.8 million, as the borrowing capacity is reduced by outstanding letters of credit of $12.2 million.

Our principal liquidity needs are working capital and general corporate expenses, debt service, capital expenditures, obligations under the Tax Receivable Agreement, income taxes, acquisitions when pursued and other investments to help achieve our growth strategy. In March 2022, we acquired Caravan Health, using approximately $189.6 million in cash, net of the cash acquired from Caravan Health. In addition, we issued approximately $60.0 million in our Class A common stock, comprised of 4,726,134 shares at $12.5993 per share, which represents the volume-weighted average price per share of our common stock for the five trading days ending three business days prior to March 1, 2022.

Our capital expenditures for property and equipment to support growth in the business were $1.7 million and $0.7 million for the three months ended March 31, 2022 and 2021, respectively.

Our liquidity may fluctuate on a quarterly basis due to our agreements with CMS under the BPCI-A program. Cash receipts generated under these contracts, which represents the majority of revenue in our Episodes of Care Services segment, are subject to a semiannual reconciliation cycle, which occurs in the second and fourth quarters of each year. We typically receive cash receipts under these contracts in the quarter subsequent to the receipt of the reconciliation, or during the first and third quarters of each year, which can cause our liquidity position to fluctuate from quarter to quarter. In addition, Caravan Health’s participation in the CMS MSSP ACO program will also result in fluctuations in liquidity from period to period, as this is a calendar year program, with annual shared savings reconciled and distributed approximately nine months after the calendar year program ends. For example, we would expect shared savings receipts in the third or fourth quarter of 2022 related to the 2021 ACO plan year.

Our Home & Community Services segment generally experiences seasonality patterns in IHE volume as described in Part II, Item 7. “Management’s Discussion and Analysis of Financial Condition and Results of Operations —Factors affecting our results of operations” in our 2021 Annual Report on Form 10-K. We did experience a high IHE volume during the three months ended March 31, 2022 and expect a historical seasonality trend to occur during 2022, thus creating a seasonality effect on liquidity. Additionally, liquidity in our Home &

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Community Services segment was impacted by delayed collections during the first quarter of 2022 from certain clients where we are experiencing significant expansion, which we believe is temporary in nature.

In our Episodes of Care Services segment, the ongoing negative effects of the COVID-19 pandemic and CMS’ response to the pandemic, have impacted the semi-annual reconciliations we receive and the subsequent cash receipts since late 2020. We expect to receive lower cash payments from CMS for reconciliations received in 2022 as compared to the reconciliations received prior to the pandemic. See “—COVID-19 Update” Additionally, in 2021, CMS announced a change to the period in which they will pay funds related to expirations. This change will result in a delayed payment for one period, which had a temporary adverse impact on the cash received in the first quarter of 2022 following the receipt of our semi-annual reconciliation during the fourth quarter of 2021.

In the first quarter of 2022, we announced we are developing a technology center in Galway, Ireland where we intend to employ software engineers and other employees to support our operations in the United States. This will be our first international expansion, which will require capital funding and expose us to currency risk.

We believe that our cash flow from operations, capacity under our Revolving Facility and available cash and cash equivalents on hand will be sufficient to meet our liquidity needs for at least the next 12 months. We anticipate that to the extent that we require additional liquidity, it will be funded through the incurrence of additional indebtedness, the issuance of additional equity, or a combination thereof. We cannot assure you that we will be able to obtain this additional liquidity on reasonable terms, or at all. Additionally, our liquidity and our ability to meet our obligations and fund our capital requirements are also dependent on our future financial performance, which is subject to general economic, financial and other factors that are beyond our control. See “—Item 1A. Risk factors.” Accordingly, we cannot assure you that our business will generate sufficient cash flow from operations or that future borrowings will be available from additional indebtedness or otherwise to meet our liquidity needs. If we decide to pursue one or more significant acquisitions, we may incur additional debt or sell or issue additional equity to finance such acquisitions, which could possibly result in additional expenses or dilution.

Comparative cash flows

The following table sets forth our cash flows for the periods indicated:

	Three months ended March 31,
	2022		2021
	(in millions)
Net cash (used in) / provided by operating activities/	$	(32.3)	$	86.7
Net cash used in investing activities	(198.4)		(6.4)
Net cash provided by financing activities	0.1		603.6
Net (decrease) / increase in cash, cash equivalents and restricted cash	(230.6)		683.9
Cash, cash equivalents and restricted cash - beginning of year	684.2		77.0
Cash, cash equivalents and restricted cash - end of period	$	453.6	$	760.9

Operating activities

Net cash used in operating activities was $32.3 million in 2022, a decrease of $119.0 million, compared to net cash provided by operating activities of $86.7 million in 2021.

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Net loss was $16.3 million in 2022, as compared to a net loss of $51.7 million in 2021. The decrease in net loss was primarily due to revenue growth partially offset by an increase in operating expenses. Non-cash items were $49.5 million in 2022 as compared to $67.8 million in 2021. The decrease in non-cash net expense items included in net income was primarily driven by the lower expense related to the remeasurement of customer equity appreciation rights driven by changes in relative value of our stock price in 2022 compared to 2021.

Changes in operating assets and liabilities resulted in a cash decrease of $65.5 million in 2022, as compared to a cash increase of $70.6 million in 2021. The change in operating assets and liabilities was primarily driven by a net increase in accounts receivable of $1.9 million in 2022 compared to a net decrease in accounts receivable of $101.2 million in 2021. Accounts receivable for our Home & Community Services segment increased $63.8 million in 2022 compared to a $13.7 million increase in 2021. The increase in accounts receivable in 2022 was primarily driven by higher IHE volume in 2022 and the impact of temporarily delayed collections for certain Home & Community Services customers during the first quarter of 2022. Accounts receivable for our Episodes of Care Services segment decreased $60.3 million in 2022 compared to $114.9 million in 2021. The decrease in cash receipts in the Episodes of Care Services segment in 2022 as compared to 2021 was primarily driven by the impact of COVID-19, which has led to a reduction in program size and the CMS imposed one time-delayed cash related to expirations, as the cash receipt shifted to being paid one performance period in arrears.

The net impact of changes in contract assets and liabilities during 2022 was a $28.0 million reduction in cash as compared to an $18.9 million decrease in cash in 2021. The increase in net contract assets in 2022 was primarily driven by changes in the estimate of variable consideration in our Episodes of Care Services segment including variable consideration generated by Caravan Health. An increase in operating expenses as a result of the investments to support our growth and technology has further impacted our working capital needs.

Accounts receivable, contract assets and contract liabilities fluctuate from period to period as a result of periodically slower client collections and the results of the semi-annual reconciliations in our Episodes of Care Services segment.

Investing activities

Net cash used in investing activities was $198.4 million in 2022, an increase of $192.0 million, compared to net cash used in investing activities of $6.4 million in 2021. The primary use of cash from investing activities in 2022 was the initial cash consideration, net of cash acquired, for the Caravan Health acquisition of $189.6 million. Capital expenditures for property and equipment were $1.7 million in 2022 compared to $0.7 million in 2021. The $1.0 million increase in capital expenditures for property and equipment was primarily driven by computer equipment purchases. Capital expenditures for internal-use software development were $6.8 million in 2022 compared to $5.7 million in 2021. The $1.1 million increase in capital expenditures for internal-use software development was primarily driven by additional investments in our technology platforms to support future growth. Investing activities also included a $0.3 million equity investment in AloeCare Health in 2022.

Financing activities

Net cash provided by financing activities was $0.1 million in 2022, a decrease of $603.5 million, compared to net cash provided by financing activities of $603.6 million in 2021. The primary source of cash from financing activities in 2022 was proceeds of $1.6 million related to the issuance of common stock in connection with the exercise of stock options partially offset by scheduled principal payments under our 2021 Credit Agreement of $0.9 million and $0.3 million in tax distributions on behalf of the non-controlling interest. The primary source of cash

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from financing activities in 2021 was $604.8 million in net proceeds from our IPO partially offset by scheduled principal payments on long-term debt of $1.0 million.

Customer Equity Appreciation Rights Agreements

In each of December 2019 and September 2020, we entered into EAR agreements with one of our customers. Pursuant to the agreements, certain revenue targets were established for the customer to meet in the next three years. If they meet those targets, they retain the EAR. If they do not meet such targets, they forfeit all or a portion of the EAR. Each EAR agreement allows the customer to participate in the future growth in the fair market value of our equity and can only be settled in cash (or, under certain circumstances, in whole or in part with a replacement agreement containing substantially similar economic terms as the original EAR agreement) upon a change-in-control of us, other liquidity event, or upon approval of our Board of Directors with the consent of New Mountain Capital subject to certain terms and conditions. Each EAR will expire 20 years from the date of grant, if not previously settled.

Pursuant to the terms of the EAR agreements, the value of the EARs will be calculated as an amount equal to the non-forfeited portion of a defined percentage (3.5% in the case of the December 2019 EAR and 4.5% in the case of the September 2020 EAR) of the excess of (i) the aggregate fair market value of the Reference Equity (as defined below) as of the applicable date of determination over (ii) a base threshold equity value defined in each agreement. Pursuant to the terms of each agreement, the “Reference Equity” is the Class A common stock of the Company and the aggregate fair market value of the Reference Equity will be determined by reference to the volume-weighted average trading price of the Company’s Class A common stock (assuming all of the holders of LLC Units redeemed or exchanged their LLC Units for a corresponding number of newly issued shares of Class A common stock) over a period of 30 calendar days. In addition, following the IPO, the base threshold equity value set forth in each agreement was increased by the aggregate offering price of the IPO.

On December 31, 2021, we entered into an amendment of the December 2019 EAR and the September 2020 EAR (collectively, the “EAR Amendments”). The EAR Amendments provide, among other things, that the customer may exercise any unexercised, vested and non-forfeited portion of each EAR upon the sale of our Class A common stock by New Mountain Capital, our sponsor, subject to certain terms and conditions. These terms and conditions include, among others, that the customer has met its revenue targets under each EAR for 2022 and that New Mountain Capital has sold our Class A common stock above a certain threshold as set forth in each amendment. We have the option to settle any portion of the EARs so exercised in cash or in Class A common stock, provided that the aggregate amount of any cash payments do not exceed $25.0 million in any calendar quarter (with any amounts exceeding $25.0 million to be paid in the following quarter or quarters).

We and our customer also agreed to extend our existing commercial arrangements through the middle of 2026 and established targets for the minimum number of IHEs to be performed on behalf of the customer each year (the “Volume Targets”). The EAR Amendments did not result in any incremental expense as the fair value at the time of modification did not exceed the fair value of the original December 2019 EAR and September 2020 EAR immediately prior to the modification. Accordingly, we will continue to recognize the original grant date fair value of the 2019 EAR and 2020 EAR awards as a reduction to revenue.

We also entered into the EAR Letter Agreement with the customer that provides that, in the event of a change in control of the Company or certain other corporate transactions, and subject to achievement of the Volume Targets, if the aggregate amount paid under the EARs prior to and in connection with such event (the “Aggregate EAR Value”) is less than $118.5 million, then the customer will be paid the difference between $118.5 million and the Aggregate EAR Value. The EAR Letter Agreement is a separate equity-linked instrument. The EAR Letter Agreement was determined to be a separate equity instrument, independent from the original EARs, as amended.

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The grant date fair value is determined based on an option pricing model. Similar to the original EARs, we will record the initial grant date fair value as a reduction to revenue over the performance period. Estimated changes in fair market value will be recorded each accounting period based on management’s current assumptions related to the underlying valuation approaches as other (income) expense, net on the Condensed Consolidated Statement of Operations. The grant date fair value of the EAR Letter Agreement was estimated to be $76.2 million and will be recorded as a reduction of revenue through June 30, 2026, coinciding with the service period. The EAR Letter Agreement was executed on December 31, 2021 and, therefore, there was no material impact on our results of operations in 2021.

As of March 31, 2022, cash settlement of the EARs was expected to be a minimum of $118.5 million but was not considered probable, due to the change in control and liquidity provisions of each EAR. The grant date fair value of the December 2019 EAR was estimated to be $15.2 million and is being recorded as a reduction of revenue through December 31, 2022, coinciding with the three-year performance period. The grant date fair value of the September 2020 EAR was estimated to be $36.6 million and is being recorded as a reduction of revenue through December 31, 2022, coinciding with the 2.5-year performance period. As of March 31, 2022, the total combined estimated fair market value of the EARs, as amended, and EAR Letter Agreement was approximately $175.5 million.

Non-GAAP financial measures

Adjusted EBITDA and Adjusted EBITDA Margin are not measures of financial performance under GAAP and should not be considered substitutes for GAAP measures, including net income or loss, which we consider to be the most directly comparable GAAP measure. Adjusted EBITDA and Adjusted EBITDA Margin have limitations as analytical tools, and when assessing our operating performance, you should not consider these non-GAAP financial measures in isolation or as substitutes for net income or loss or other consolidated income statement data prepared in accordance with GAAP. Other companies may calculate Adjusted EBITDA and Adjusted EBITDA Margin differently than we do, limiting its usefulness as a comparative measure.

We define Adjusted EBITDA as net income (loss) before interest expense, loss on extinguishment of debt, income tax expense, depreciation and amortization and certain items of income and expense, including asset impairment, other (income) expense, net, transaction-related expenses, equity-based compensation, remeasurement of contingent consideration, SEU expense and non-recurring expenses. We believe that Adjusted EBITDA provides a useful measure to investors to assess our operating performance because it eliminates the impact of expenses that do not relate to ongoing business performance, and that the presentation of this measure enhances an investor’s understanding of the performance of our business.

Adjusted EBITDA is a key metric used by management and our Board of Directors to assess the performance of our business. We believe that Adjusted EBITDA provides a useful measure to investors to assess our operating performance because it eliminates the impact of expenses that do not relate to ongoing business performance, and that the presentation of this measure enhances an investor’s understanding of the performance of our business. We believe that Adjusted EBITDA Margin is helpful to investors in measuring the profitability of our operations on a consolidated level.

Our use of the terms Adjusted EBITDA and Adjusted EBITDA Margin may vary from the use of similar terms by other companies in our industry and accordingly may not be comparable to similarly titled measures used by other companies. Adjusted EBITDA and Adjusted EBITDA Margin have important limitations as analytical tools. For example, Adjusted EBITDA and Adjusted EBITDA Margin:

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•do not reflect any cash capital expenditure requirements for the assets being depreciated and amortized that may have to be replaced in the future;

•do not reflect changes in, or cash requirements for, our working capital needs;

•do not reflect the impact of certain cash charges resulting from matters we consider not to be indicative of our core operations;

•do not reflect the interest expense or the cash requirements necessary to service interest or principal payments on our debt; and

•do not reflect equity-based compensation expense and other non-cash charges; and exclude certain tax payments that may represent a reduction in cash available to us.

Adjusted EBITDA increased by $10.6 million, or 30.5%, to $45.0 million for the three months ended March 31, 2022 from $34.4 million for the three months ended March 31, 2021.

We define Adjusted EBITDA Margin as Adjusted EBITDA divided by revenue. We believe that Adjusted EBITDA Margin is helpful to investors in measuring the profitability of our operations on a consolidated basis. Adjusted EBITDA Margin increased by approximately 170 basis points to 20.8% for the three months ended March 31, 2022 from 19.1% for the three months ended March 31, 2021.

The following table shows a reconciliation of net income (loss) to Adjusted EBITDA for the periods presented:

	Three months ended March 31,
	2022		2021
	(in millions)
Net loss	$	(16.3)	$	(51.7)
Interest expense	4.0		6.8
Income tax benefit	(6.0)		(9.9)
Depreciation and amortization	18.0		16.7
Other expense (income), net(a)	28.8		56.7
Transaction-related expenses(b)	3.2		5.6
Equity-based compensation(c)	6.5		2.5
Customer equity appreciation rights(d)	6.5		4.9
Remeasurement of contingent consideration(e)	0.1		0.2
SEU Expense(f)	0.1		1.5
Non-recurring expenses(g)	0.1		1.1
Adjusted EBITDA	$	45.0	$	34.4

(a) Represents other non-operating (income) expense that consists primarily of the quarterly remeasurement of fair value of the outstanding customer EARs and EAR Letter Agreement as well as interest and dividends earned on cash and cash equivalents.

(b) Represents transaction-related expenses that consist primarily of expenses incurred in connection with acquisitions and other corporate development activities, including the Caravan Health acquisition and potential mergers and acquisitions activity that did not proceed, strategic investments and similar activities.

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Expenses incurred in connection with our IPO, which cannot be netted against proceeds, are also included in transaction-related expenses in 2021.

(c) Represents expense related to equity incentive awards, including incentive units, stock options and RSUs, granted to certain employees, officers and non-employee directors as long-term incentive compensation. We recognize the related expense for these awards ratably over the vesting period or as achievement of performance criteria become probable.

(d) Represents the reduction of revenue related to the grant date fair value of the customer EARs granted pursuant to the customer EAR agreements we entered into in December 2019 and September 2020, as amended and the EAR Letter Agreement we entered into in December 2021.

(e) Represents remeasurement of contingent consideration in 2022 related to potential payments due upon completion of certain performance targets in connection with the Caravan Health acquisition.

(f) Represents compensation expense related to awards of SEUs subject to time-based vesting. A limited number of SEUs were granted in 2020 and 2021 at the time of the IPO; no future grants of SEUs will be made. Compensation expense related to these awards is tied to the 30-trading day average price of our Class A common stock, and therefore is subject to volatility and may fluctuate from period to period until settlement occurs.

(g) Represents certain gains and expenses incurred that are not expected to recur, including those associated with the closure of certain facilities and the early termination of certain contracts as well as one-time expenses associated with the COVID-19 pandemic.

Contractual Obligations and Commitments

Our material cash requirements include non-cancelable purchase commitments, lease obligations, debt and debt service, payments under the TRA and settlement of the outstanding customer EARs, among others. As of March 31, 2022, there have been no material changes from the contractual obligations and commitments previously disclosed in our 2021 Annual Report on Form 10-K other than as described below.

Effective April 1, 2022, we entered into a new lease agreement for a facility in Galway, Ireland. The lease term is 15 years with an option to terminate after 10 years, and total lease payments are expected to be approximately $7.0 million over 10 years, or $11.1 million over 15 years.

Off-balance sheet arrangements

Except for certain letters of credit entered into in the normal course of business and the unconsolidated VIEs related to Caravan Health as described in the condensed consolidated financial statements, we do not have any off-balance sheet arrangements that have, or are reasonably likely to have, a current or future effect on our financial condition, changes in financial condition, revenue or expenses, results of operations, liquidity, capital expenditures or capital resources that is material to investors.

Critical accounting policies

The discussion and analysis of our financial condition and results of operations is based upon our condensed consolidated financial statements, which have been prepared in accordance with GAAP. The preparation of our financial statements requires us to make judgments, estimates and assumptions that affect the reported amounts of assets, liabilities, income and expenses and related disclosures of contingent assets and liabilities. We base these estimates on our historical experience and various other assumptions that we believe to be reasonable under the circumstances. Actual results experienced may vary materially and adversely from our estimates. Revisions to estimates are recognized prospectively. There have been no material changes, other than as described below, to our

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critical accounting policies and estimates as compared to the critical accounting policies and estimates described under Part II, Item 7. “Management's Discussion and Analysis of Financial Condition and Results of Operations” of our 2021 Annual Report on Form 10-K.

Revenue recognition

There have been no material changes to our revenue recognition critical accounting policies and estimates, other than as described below related to the acquisition of Caravan Health. We recognize revenue as the control of promised services is transferred to our customers and we generate all of our revenue from contracts with customers. The amount of revenue recognized reflects the consideration to which we expect to be entitled in exchange for these services. The measurement and recognition of revenue requires us to make certain judgments and estimates.

We apply the five-step model to recognize revenue from customer contracts. The five-step model requires us to (i) identify the contract with the customer, (ii) identify the performance obligations in the contract, (iii) determine the transaction price, including variable consideration to the extent that it is probable that a significant future reversal will not occur, (iv) allocate the transaction price to the respective performance obligations in the contract, and (v) recognize revenue when, or as, we satisfy the performance obligation.

The unit of measure for revenue recognition is a performance obligation, which is a promise in a contract to transfer a distinct or series of distinct goods or services to the customer. A contract’s transaction price is allocated to each distinct performance obligation and recognized as revenue when, or as, the performance obligation is satisfied.

Our customer contracts have either (1) a single performance obligation as the promise to transfer services is not separately identifiable from other promises in the contracts and is, therefore, not distinct; (2) a series of distinct performance obligations; or (3) multiple performance obligations, most commonly due to the contract covering multiple service offerings. For contracts with multiple performance obligations, the contract’s transaction price is allocated to each performance obligation on the basis of the relative standalone selling price of each distinct service in the contract.

Episodes of Care Services

Caravan Health enters into contracts with customers to provide multiple services around the management of the ACO model. These include, but are not limited to, population health software, analytics, practice improvement, compliance, marketing, governance, surveys and licensing. The overall objective of the services provided is to help the customer receive shared savings from CMS. Caravan Health enters into arrangements with customers wherein we receive a contracted percentage of each customer’s portion of shared savings if earned. We recognize shared savings revenue as performance obligations are satisfied over time, commensurate with the recurring ACO services provided to the customer over a 12-month calendar year period. The shared savings transaction price is variable, and therefore, we estimate an amount in which we expect to be entitled to receive for each 12-month calendar year performance obligation period.

In order to estimate this variable consideration, management initially uses estimates of historical performance of the ACOs. We consider inputs such as attributed patients, expenditures, benchmarks and inflation factors. We adjust our estimates at the end of each reporting period to the extent new information indicates a change is needed. We apply a constraint to the variable consideration estimate in circumstances where we believe the data received is incomplete or inconsistent, so as not to have the estimates result in a significant revenue reversal in future periods. Although our estimates are based on the information available to us at each reporting date, new and material information may cause actual revenue earned to differ from the estimates recorded each period. These include,

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among others, HCC coding information, quarterly reports from CMS, unexpected changes in attributed patients and other limitations of the program beyond our control. We receive final reconciliations from CMS and collect the cash related to shared savings earned annually in the third or fourth quarter of each year for the preceding calendar year.

The remaining sources of Caravan Health revenue in our Episodes of Care Services segment are recognized over time when, or as, the performance obligations are satisfied and are primarily based on a fixed fee or per member per month fee. Therefore, they do not require significant estimates and assumptions by management. See Note 6 Revenue Recognition.

Recent accounting pronouncements

For more information on recently issued accounting pronouncements, see Note 2 to our Condensed Consolidated Financial Statements covered under Part I, Item 1of this Quarterly Report on Form 10-Q.

Emerging growth company status

We are an “emerging growth company” as defined in the JOBS Act of 2012. We will remain an emerging growth company until the earlier of (1) the last day of our fiscal year (a) following the fifth anniversary of the completion of our IPO, (b) in which we have total annual gross revenue of at least $1.07 billion, or (c) in which we are deemed to be a large accelerated filer, which means the market value of our common stock that is held by non-affiliates exceeds $700.0 million as of the last business day of our most recently completed second fiscal quarter, and (2) the date on which we have issued more than $1.0 billion in non-convertible debt securities during the prior three-year period.

Pursuant to the JOBS Act, an emerging growth company is provided the option to adopt new or revised accounting standards that may be issued by FASB or the SEC either (i) within the same periods as those otherwise applicable to non-emerging growth companies or (ii) within the same time periods as private companies. We take advantage of the exemption for complying with new or revised accounting standards within the same time periods as private companies. Accordingly, the information contained herein may be different than the information you receive from other public companies.

We also take advantage of some of the reduced regulatory and reporting requirements of emerging growth companies pursuant to the JOBS Act so long as we qualify as an emerging growth company, including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404(b) of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in our proxy statement and exemptions from the requirements of holding non-binding advisory votes on executive compensation and golden parachute payments.

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Item 3. Quantitative and qualitative disclosures about market risks.

In the ordinary course of our business activities, we are exposed to market risks that are beyond our control and which may have an adverse effect on the value of our financial assets and liabilities, future cash flows and earnings. The market risks that we are exposed to primarily relate to changes in interest rates associated with our long-term debt obligations and cash and cash equivalents.

At March 31, 2022, we had total variable rate debt outstanding under our Credit Agreement of $348.3 million. If the effective interest rate of our variable rate debt outstanding as of March 31, 2022 were to increase by 100 basis points (1%), our annual interest expense would increase by approximately $3.5 million.

At March 31, 2022, our total unrestricted cash and cash equivalents were $451.3 million. Throughout the year, we invest any excess cash in short-term investments, primarily money market accounts, where returns effectively reflect current interest rates. As a result, market interest rate changes may impact our interest income. The impact will depend on variables such as the magnitude of rate changes and the level of excess cash balances. We do not consider this risk to be material. We manage such risk by continuing to evaluate the best investment rates available for short-term, high-quality investments.

Item 4. Controls and Procedures.

EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES

Our disclosure controls and procedures as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act are designed to ensure that information required to be disclosed in the reports we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms and that such information is accumulated and communicated to management, including the Chief Executive Officer and Chief Financial and Administrative Officer, to allow timely decisions regarding required disclosure.

In accordance with Rule 13a-15(b) of the Exchange Act, as of the end of the period covered by this Quarterly Report on Form 10-Q, an evaluation was carried out under the supervision and with the participation of our management, including the Chief Executive Officer and Chief Financial and Administrative Officer of the effectiveness of our disclosure controls and procedures. Based on this evaluation, our Chief Executive Officer and Chief Financial and Administrative Officer concluded that, as of the end of the period covered by this Quarterly Report on Form 10-Q, our disclosure controls and procedures were effective to provide reasonable assurance that information required to be disclosed by the Company in reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC rules and forms and is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial and Administrative Officer, as appropriate to allow timely decisions regarding required disclosure.

We do not expect that our disclosure controls and procedures will prevent all errors and all instances of fraud. Disclosure controls and procedures, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the disclosure controls and procedures are met. Further, the design of disclosure controls and procedures must reflect the fact that there are resource constraints, and the benefits must be considered relative to their costs. Due to the inherent limitations in all disclosure controls and procedures, no evaluation of disclosure controls and procedures can provide absolute assurance that we have detected all our control deficiencies and instances of fraud, if any. The design of disclosure controls and procedures is also based partly on certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions.

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Changes in Internal Control Over Financial Reporting

There have been no changes in the Company’s internal controls over financial reporting during the three months ended March 31, 2022 that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

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PART II. OTHER INFORMATION

Item 1. Legal Proceedings.

From time to time, we may be involved in various legal proceedings and subject to claims that arise in the ordinary course of business. Although the results of litigation and claims are inherently unpredictable and uncertain, we are not currently a party to any legal proceedings the outcome of which, if determined adversely to us, are believed to, either individually or taken together, have a material adverse effect on our business, financial condition or results of operations. Regardless of the outcome, litigation has the potential to have an adverse impact on us because of defense and settlement costs, diversion of management resources, and other factors.

Item 1A. Risk Factors.

There have been no material changes with respect to the risk factors disclosed in our 2021 Annual Report on Form 10-K.

Item 2. Unregistered Sales of Securities and Use of Proceeds.

None.

Item 3. Defaults upon Senior Securities.

None.

Item 4. Mine Safety Disclosures.

Not applicable.

Item 5. Other Information.

None.

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Item 6. Exhibits.

The exhibits listed in the index below are filed or incorporated by reference as a part of this Quarterly Report on Form 10-Q.

3.1	Amended and Restated Certificate of Incorporation of Signify Health, Inc. (incorporated herein by reference to Exhibit 3.1 of the registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on February 19, 2021)
10.1*	Form of Signify Health, Inc. Non-Qualified Stock Option Award Agreement under the 2021 Long-Term Incentive Plan
10.2*	Form of Signify Health, Inc. Restricted Stock Unit Award Agreement under the 2021 Long-Term Incentive Plan
10.3*	Form of Amended and Restated Incentive Unit Agreement
10.4*	Form of Signify Health, Inc. Amended and Restated Notice of Substitute of Non-Statutory Stock Option Grant (2019 Plan Performance-Based)
10.5*	Amended and Restated Incentive Unit Agreement between Cure TopCo, LLC, Cure Aggregator, LLC and Bradford Kyle Armbrester (time- and performance-vesting), dated March 7, 2022
10.6*	Amended and Restated Incentive Unit Agreement between Cure TopCo, LLC, Cure Aggregator, LLC and Peter Boumenot (time- and performance-vesting), dated March 7, 2022
10.7*	Amended and Restated Incentive Unit Agreement between Cure TopCo, LLC, Cure Aggregator, LLC and Peter Boumenot (time- and performance-vesting), dated March 7, 2022
10.8*	Amended and Restated Incentive Unit Agreement between Cure TopCo, LLC, Cure Aggregator, LLC and Josh Builder (time- and performance-vesting), dated March 7, 2022
31.1*	Certification of the Chief Executive Officer pursuant to Rule 13a-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2*	Certification of the Chief Financial Officer pursuant to Rule 13(a)-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1*	Certification of the Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2*	Certification of the Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101.INS*	XBRL Instance Document
101.SCH*	XBRL Taxonomy Extension Schema Document
101.CAL*	XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF*	XBRL Taxonomy Extension Definition Linkbase Document
101.LAB*	XBRL Taxonomy Extension Label Linkbase Document
101.PRE*	XBRL Taxonomy Extension Presentation Linkbase Document
101*	The following financial information from the Quarterly Report on Form 10-Q for the quarter ended March 31, 2022, formatted in Inline XBRL (Extensible Business Reporting Language): (i) the Condensed Consolidated Balance Sheets, (ii) the Condensed Consolidated Statements of Operations, (iii) the Condensed Consolidated Statements of Changes in Members’ Equity, (iv) the Condensed Consolidated Statements of Cash Flows and (v) the Notes to the Condensed Consolidated Financial Statements
104*	Cover Page Interactive Data File – The cover page from this Quarterly Report on Form 10-Q for the quarter ended March 31, 2022 is formatted in iXBRL (included as Exhibit 101)

*    Filed or furnished herewith

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	SIGNIFY HEALTH, INC.
Date: May 5, 2022	By:	/s/ Kyle Armbrester
		Kyle Armbrester
		Chief Executive Officer
Date: May 5, 2022	By:	/s/ Steven Senneff
		Steven Senneff
		President, Chief Financial and Administrative Officer

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EX-10.1

EXHIBIT 10.1

Signify Health, Inc.
NON-QUALIFIED STOCK OPTION AWARD AGREEMENT

This Non-Qualified Stock Option Award Agreement (“Agreement”) is entered into by and between Signify Health, Inc. (the “Company”) and the participant whose name appears below (the “Participant”) in order to set forth the terms and conditions of Non-Qualified Stock Options (the “Options”) granted to the Participant under the Signify Health, Inc. 2021 Long-Term Incentive Plan (the “Plan”).

Participant’s Name:

Award Type	“Date of Grant”	Number of Common Shares subject to Options	“Exercise Price”	“Vesting Schedule”
Non-Qualified Stock Options	[●]	[●]	$[●]	[●]

Subject to the attached Terms and Conditions and the terms of the Plan, which are incorporated herein by reference, the Company hereby grants to the Participant, on the Date of Grant, and the Participant hereby accepts, the number of Options, with the Exercise Price and Vesting Schedule, each as set forth above. Capitalized terms used but not otherwise defined herein or in the attached Terms and Conditions shall have the meanings ascribed to such terms in the Plan.

IN WITNESS WHEREOF, the Company and Participant have duly executed and delivered this Agreement as of the Date of Grant.

SIGNIFY HEALTH, INC.		PARTICIPANT
By:
	Name: [●]	Name: [●]
	Title: [●]

PLEASE RETURN ONE SIGNED COPY OF THIS AGREEMENT TO:

Signify Health, Inc.

800 Connecticut Avenue Norwalk, CT 06854

Attn: [●]

Signify Health, Inc.
SIGNIFY HEALTH, INC. 2021 LONG-TERM INCENTIVE PLAN
Terms and Conditions of Option Grant

1.GRANT OF OPTIONS. The Options have been granted to the Participant as an incentive for the Participant to continue to provide services to the Company and its Affiliates, including the Affiliate employing the Participant (the “Employer”), and to align the Participant’s interests with those of the Company. The Options are not intended to qualify as incentive stock options under Section 422 of the Code. Each Option shall entitle the Participant to purchase from the Company, upon exercise as set forth in Section 4, a number of Common Shares as set forth above at the Exercise Price set forth above.

2.VESTING. The Options shall vest and become exercisable in accordance with the Vesting Schedule, subject to the Participant’s continuous service with the Company and its Affiliates through each applicable vesting date.

(a)All unvested Options shall be immediately forfeited upon the Participant’s Separation from Service for any reason, and all vested but unexercised Options may be exercised by the Participant for a period of 90 days following the date of Separation from Service (or, if earlier, the Expiration Date (as defined below)); provided that in the event of the Participant’s Separation from Service (i) due to death or physical or mental incapacity to perform his or her usual duties, such condition likely to remain continuously and permanently, as determined by the Company, the Participant (or the Participant’s Beneficiary, if applicable) may exercise any vested Options until the first anniversary of the date of Separation from Service (or, if earlier the Expiration Date) or (ii) by the Company or an Affiliate for Cause (as defined below), all vested Options shall be immediately forfeited.

(b)In the event of the Participant’s Separation from Service by the Company or an Affiliate without Cause or by the Participant for Good Reason within 24 months following a Change in Control, the Options shall become fully vested and exercisable.

(c)For purposes of this Agreement:

(i)“Cause” shall have the meaning ascribed to such term in the Participant’s employment agreement or offer letter with the Company or an Affiliate, if any, or, if not so defined or if the Participant is not a party to such employment agreement or offer letter, “Cause” shall mean (i) the Participant’s indictment for, conviction of, or a plea of guilty or nolo contendere to, a (A) felony or (B) any crime of moral turpitude; (ii) the Participant’s embezzlement, breach of fiduciary duty or fraud with regard to the Company or an Affiliate or any of their respective assets or businesses; (iii) the Participant’s continued failure to perform the duties of the Participant’s position, in the reasonable judgment of the Board; (iv) the Participant’s dishonesty, willful misconduct, or illegal conduct relating to the affairs of the Company, an Affiliate or any of their respective customers; (v) the Participant’s breach of a material provision of any contractual obligation to the Company or an Affiliate; or (vi) other conduct by the Participant that may be harmful to the business, interests, or reputation of the Company or an Affiliate, including any material violation of a policy of the Company or an Affiliate. With respect to clauses (iii), (iv), (v), and (vi) above, the Company or the Employer, as applicable, shall provide ten (10) days written notice to the

    2

Participant of its intent to terminate for Cause, and during such ten (10) day period the Participant shall have a right to cure (if curable). If not cured within such period (as determined in the reasonable judgment of the Board, the Participant’s Separation from Service will be effective upon the date immediately following the expiration of the ten (10) day notice period. Notwithstanding anything to the contrary contained herein, the Participant’s right to cure as set forth above shall not apply if there are habitual or repeated breaches by the Participant.)

(ii)“Good Reason” shall have the meaning ascribed to such term in the Participant’s employment agreement or offer letter with the Company or an Affiliate, if any, or, if not so defined or if the Participant is not a party to such employment agreement or offer letter, “Good Reason” shall mean (A) a material diminution in the Participant’s duties, authorities, and responsibilities that is inconsistent with the Participant’s position; (B) a material reduction by the Company or an Affiliate in the Participant’s base salary or target bonus opportunity, other than any such reduction that applies generally to similarly situated employees of the Company and its Affiliates; or (C) the relocation of the Participant’s principal place of employment to a location outside a 50 mile radius from its current location; provided that, in each case, (x) the Participant shall provide the Company with written notice specifying the circumstances alleged to constitute Good Reason within 60 days following the first occurrence of such circumstances; (y) the Company shall have 30 days following receipt of such notice to cure such circumstances; and (z) if the Company has not cured such circumstances within such 30-day period, the Participant shall terminate his or her employment or service not later than 30 days after the end of such 30-day period. For the avoidance of doubt, if the Participant does not deliver a written notice to the Company specifying the circumstances alleged to constitute Good Reason within 60 days following the first occurrence of such circumstances, the event will no longer constitute Good Reason.

3.OPTION TERM. The term of the Options shall expire on the tenth anniversary of the Date of Grant (the “Expiration Date”), unless terminated earlier in accordance with this Agreement or the Plan. In no event may any portion of the Options be exercised after the Expiration Date.

4.OPTION EXERCISE. To the extent that the Options have become vested and exercisable in accordance with Section 2, the Options may thereafter be exercised by the Participant, in whole or in part, at any time or from time to time prior to the Expiration Date. To exercise the Options, the Participant must comply with Section 6 and:

(a)deliver to the Company a written notice specifying the number of Common Shares to be purchased; and

(b)remit the aggregate Exercise Price to the Company in full, payable in the manner determined by the Committee from time to time in its sole discretion, which may include: (A) in cash or by check, bank draft or money order payable to the order of the Company; (B) through a procedure whereby the Participant delivers irrevocable instructions to a broker reasonably acceptable to the Committee to sell Common Shares obtained upon exercise of the Options and to deliver promptly to the Company an amount of the proceeds of such sale equal to the aggregate Exercise Price; (C) by a “net exercise” under which the Company reduces the number of Common Shares otherwise issuable to the Participant upon such exercise by the number of Common Shares with an aggregate Fair Market Value

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that equals the aggregate Exercise Price; or (D) any other method acceptable to the Committee.

5.NONTRANSFERABILITY. No portion of the Options may be sold, assigned, transferred, encumbered, hypothecated, or pledged by the Participant, other than to the Company as a result of forfeiture of the Options as provided herein, unless and until payment is made in respect of vested and exercised Options in accordance with the provisions hereof and the Participant has become the holder of record of the vested Common Shares issuable hereunder, unless otherwise provided by the Committee. During the lifetime of the Participant, the Options may be exercised only by the Participant or the Participant’s guardian or legal representative.

6.TAX AND WITHHOLDING. Pursuant to rules and procedures that the Company or the Employer establishes, federal, state, local or foreign income or other tax or other withholding obligations arising upon exercise of the Options may be satisfied, in the Committee’s sole discretion, by having the Company or the Employer withhold Common Shares, by having the Participant tender Common Shares or by having the Company or the Employer withhold cash if the Company provides for a cash withholding option, in each case in an amount sufficient to satisfy the tax or other withholding obligations. Common Shares withheld or tendered will be valued using the Fair Market Value of the Common Shares on the date the Options are exercised. Any withholding or tendering of Common Shares shall comply with the requirements of Financial Accounting Standards Board, Accounting Standards Codification, Topic 718, and any withholding satisfied through a net-settlement of the Options shall be limited to the maximum statutory withholding requirements. The Participant acknowledges that, if he or she is subject to taxes in more than one jurisdiction, the Company or the Employer may be required to withhold or account for taxes in more than one jurisdiction.

7.RIGHTS AS STOCKHOLDER. The Participant will not have any rights as a stockholder in the Common Shares corresponding to the Options prior to exercise of the Options.

8.SECURITIES LAW COMPLIANCE. The Company may, if it determines it is appropriate, affix any legend to the stock certificates representing Common Shares issued upon exercise of the Options and any stock certificates that may subsequently be issued in substitution for the original certificates. The Company may advise the transfer agent to place a stop order against such Common Shares if it determines that such an order is necessary or advisable.

9.COMPLIANCE WITH LAW. Any sale, assignment, transfer, pledge, mortgage, encumbrance or other disposition of Common Shares issued upon exercise of the Options (whether directly or indirectly, whether or not for value and whether or not voluntary) must be made in compliance with any applicable constitution, rule, regulation or policy of any of the exchanges, associations or other institutions with which the Company has membership or other privileges, and any applicable law, or applicable rule or regulation of any governmental agency, self-regulatory organization or state or federal regulatory body.

10.RESTRICTIVE COVENANTS. The Participant hereby acknowledges and agrees that they will be subject to the restrictive covenants set forth in Schedule I which are incorporated herein by reference as if such provisions were set forth herein in full.

11.MISCELLANEOUS.

(a)No Right To Continued Employment or Service. This Agreement shall not confer upon the Participant any right to continue in the employ or service of the

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Company or an Affiliate, including the Employer, or to be entitled to any remuneration or benefits not set forth in this Agreement or the Plan nor interfere with or limit the right of the Company or an Affiliate, including the Employer, to modify the terms of or terminate the Participant’s employment or service at any time.

(b)No Advice Regarding Grant. The Company is not providing any tax, legal or financial advice, nor is the Company making any recommendations regarding the Participant’s participation in the Plan or acquisition or sale of the underlying Common Shares. The Participant is hereby advised to consult with his or her own personal tax, legal and financial advisors regarding his or her participation in the Plan before taking any action related to the Plan or the Options.

(c)Cancellation/Clawback. The Participant hereby acknowledges and agrees that the Participant and the Options are subject to the terms and conditions of Section 20(o) of the Plan (regarding reduction, cancellation, forfeiture or recoupment of Awards upon the occurrence of certain specified events).

(d)Plan to Govern. This Agreement and the rights of the Participant hereunder are subject to all of the terms and conditions of the Plan as the same may be amended from time to time, as well as to such rules and regulations as the Committee may adopt for the administration of the Plan.

(e)Amendment. Subject to the restrictions set forth in the Plan, the Company may from time to time suspend, modify or amend this Agreement or the Plan. Subject to the Company’s rights pursuant to Sections 5(b), 13 and 22 of the Plan, no amendment of the Plan or this Agreement may, without the consent of the Participant, adversely affect the rights of the Participant in a material manner with respect to the Options granted pursuant to this Agreement.

(f)Severability. In the event that any provision of this Agreement shall he held illegal or invalid for any reason, such illegality or invalidity shall not affect the remaining provisions of this Agreement, and this Agreement shall be construed and enforced as if the illegal or invalid provision had not been included.

(g)Entire Agreement. This Agreement and the Plan contain all of the understandings between the Company and the Participant concerning the Options granted hereunder and supersede all prior agreements and understandings.

(h)Successors. This Agreement shall be binding upon and inure to the benefit of any successor or successors of the Company and any person or persons who shall, upon the Participant’s death, acquire any rights hereunder in accordance with this Agreement or the Plan.

(i)Governing Law. To the extent not preempted by federal law, this Agreement (including Schedule I) shall be construed in accordance with and governed by the laws of the State of Delaware, without regard to any conflicts or choice of law, rule or principle that might otherwise refer the interpretation of the award to the substantive law of another jurisdiction.

(j)Compliance with Section 409A of the Internal Revenue Code. TheOptions are intended to comply with Section 409A of the Code (“Section 409A”) to the extent subject thereto, and shall be interpreted in accordance with Section 409A and treasury regulations and other interpretive guidance issued thereunder, including without limitation any such regulations or other guidance that may be issued after

    5

the Date of Grant. The Company reserves the right to modify the terms of this Agreement, including, without limitation, the payment provisions applicable to the Options, to the extent necessary or advisable to comply with Section 409A and reserves the right to make any changes to the Options so that the Options do not become deferred compensation under Section 409A.

Notwithstanding any provision of the Plan or this Agreement to the contrary, in no event shall the Company or an Affiliate, including the Employer, be liable to the Participant on account of failure of the Options to (i) qualify for favorable U.S. or foreign tax treatment or (ii) avoid adverse tax treatment under U.S. or foreign law, including, without limitation, under Section 409A.

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Schedule I

Restrictive Covenants

1.Definitions. Capitalized terms not defined herein shall have the meaning set forth in the Non-Qualified Stock Option Award Agreement (the “Agreement”) to which this Schedule I (this “Appendix”) is appended. For purposes of this Appendix:

(a)“Business” means any line of business in which any member of the Company Group is engaged, during Participant’s employment, or, with respect to the portion of the Restricted Period that follows termination of Participant’s employment, at the time of such termination.

(b)“Company” means Signify Health, Inc., a Delaware corporation (including its successors and assigns).

(c)“Company Group” means the Company, its subsidiaries and its affiliates.

(d)“Confidential Information” means any non-public, proprietary or confidential information, including, without limitation, trade secrets, know-how, research and development, software, databases, inventions, processes, methods, procedures, computer programs and architecture, formulae, technology, designs, customer information, lists and identities, employee lists and identities, methodologies, contractual forms, Works and other Intellectual Property, information concerning finances, investments, profits, pricing, costs, products, services, vendors, customers, clients, partners, investors, personnel, compensation, recruiting, training, advertising, sales, marketing, promotions, government and regulatory activities and approvals, in each case, concerning the past, current or future business, activities and operations of the Company Group and/or any third party that has disclosed or provided any of same to the Company Group on a confidential basis, and other information, whether tangible or intangible. Notwithstanding the foregoing, “Confidential Information” shall not include any information that is or becomes (A) generally known to the public other than as a result of Participant’s breach of this or any other confidentiality covenant; or (B) required by law to be disclosed; provided that with respect to subsection (B), Participant shall, to the extent permitted by law, give prompt written notice to the Company of such requirement, disclose no more information than is so required, and reasonably cooperate at the Company’s sole expense with any attempts by the Company to obtain a protective order or similar treatment.

(e)“Intellectual Property” means any and all patents, invention disclosures, invention registrations, ideas, trademarks, service marks, trade names, corporate names, trade dress, certification marks, logos, domain names, social media identifiers or accounts, rights of publicity, copyrights, derivative works, mask works, trade secrets, know-how, software, and all other intellectual property and proprietary rights recognized by any applicable law of any jurisdiction, and all registrations and applications for registration of, improvements to the inventions disclosed in each such issuance, patent or patent application and all rights to claim priority (including under the Paris Convention) to and all goodwill associated with the foregoing, including rights in copies and embodiments of any of the foregoing (whether electronic or tangible) and rights to sue or recover and retain damages and costs and attorneys’ fees for past, present and future infringement, misappropriation or other violation of any of the foregoing.

(f)“Moral Rights” means any rights to claim authorship of a work, to object to or prevent the modification or destruction of a work, or to withdraw from circulation or control the publication or distribution of a work, and any similar right, existing under any applicable law of

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any jurisdiction, regardless of whether or not such right is denominated or generally referred to as a “moral right.”

(g)“Restricted Area” means (A) any geographic area in which any member of the Company Group does business during Participant’s employment with the Company Group or (B) within twenty five (25) miles of any location where any member of the Company Group has one or more clients or customers during Participant’s employment with the Company Group or, with respect to the portion of the Restricted Period that follows the termination of Participant’s employment with the Company Group, at the time of such termination.

(h)“Restricted Period” means the 12 month period immediately following the date of the cessation of Participant’s employment with the Company Group for any reason.

(i)“Restricted Employee” means any employee of the Company Group, or any person who was an employee of the Company Group at any time during the six months prior to the date such person is to be so hired, solicited or contacted (other than any person who was terminated by any member of the Company Group without cause prior to being so hired, solicited or contacted), in each case that is not a Senior Restricted Employee.

(j)“Senior Restricted Employee” means any C-level executive officer of any member of the Company Group.

(k)“Works” means any and all works of authorship, inventions, discoveries, materials, processes, methods, documents or other work product (including without limitation, research, reports, software, data, databases, programs, apparatus, designs, systems, applications, presentations, textual works, content, or audiovisual materials and the like).

2.Scope and Reasonableness. The Participant acknowledges and agrees that (a) the covenants of Participant set forth in this Appendix constitute a material inducement for the Company to execute and deliver the Agreement, and (b) irreparable harm would result to the Company and the Company Group as a result of a violation or breach by Participant of the obligations set forth in this Appendix. Participant acknowledges and agrees that the restrictions contained in this Appendix, including, with respect to the definition of the Business, the Restricted Area and the Restricted Period, are reasonable in all respects, including for the purpose of preserving for the Company’s and each member of the Company Group’s proprietary rights, going business value and goodwill of the Company Group and the Business , and do not constitute an unreasonable restriction on Participant’s ability to earn a living.

3.Restrictive Covenants and Representations.

(a)Confidential Information.

(i)Subject to Section 3(a)(v) and Section 3(d), Participantwill not at any time (A) retain or use for the benefit, purposes or account of Participantor any other person outside of the Company Group, or in any manner adverse to the interests of the Company Group, any Confidential Information; or (B) disclose, divulge, reveal, communicate, share, transfer or provide access to any person outside of the Company Group any Confidential Information (other than in performance of Participant’sduties during Participant’s employment and/or service with the Company Group and pursuant to customary industry practice), without the prior written authorization of the Board of Directors of the Company. Participantwill take all action reasonably necessary to protect the Confidential Information from being disclosed to anyone other than persons authorized by the Company Group.

(ii)Except as required by law, Participantwill not disclose to anyone, other than Participant’s family (it being understood that, in this Section 3, the term “family” refers to

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Participant, Participant’s spouse, children, parents and spouse’s parents) and advisors, the existence or contents of this Appendix; provided that Participantmay disclose to any prospective future employer the provisions of this Section 3. This Section 3(a)(ii) shall terminate if a member of the Company Group publicly discloses a copy of this Appendix (or, if a member of the Company Group publicly discloses summaries or excerpts of this Appendix, to the extent so disclosed).

(iii)All Confidential Information shall remain the sole and exclusive property of the applicable Company Group. To the extent that Participantacquires any right, title or interest in or to any Confidential Information, Participanthereby irrevocably assigns, transfers, conveys and delivers to the applicable member of the Company Group all such right, title and interest in and to such Confidential Information.

(iv)Upon termination of Participant’semployment with the Company Group for any or no reason, Participantshall (A) cease and not thereafter commence use of any Confidential Information or Intellectual Property (including without limitation, any patent, invention, copyright, trade secret, trademark, trade name, logo, domain name or other source indicator) owned or used by the Company Group; and (B) immediately destroy, delete, or return to the Company, at the Company’s option, all originals and copies in any form or medium (including documents, memoranda, books, papers, plans, computer files, letters, email and computer disks or tapes, whether machine or user readable, and other data) in Participant’s possession or control (including any of the foregoing stored or located in Participant’s office, home, laptop or other computer, whether or not Company Group property) that contain Confidential Information. At the time Participantreturns or destroys such copies of Confidential Information, Participantwill acknowledge to the Company Group, in writing and under oath, that Participanthas complied with the terms of this Appendix.

(v)18 U.S.C. § 1833(b) provides: “An individual shall not be held criminally or civilly liable under any Federal or State trade secret law for the disclosure of a trade secret that (A) is made (i) in confidence to a Federal, State, or local government official, either directly or indirectly, or to an attorney; and (ii) solely for the purpose of reporting or investigating a suspected violation of law; or (B) is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal.” Nothing in this Section 3 is intended to conflict with 18 U.S.C. § 1833(b) or create liability for disclosures of trade secrets that are expressly allowed by 18 U.S.C. § 1833(b). Accordingly, the parties to this Appendix have the right to disclose in confidence trade secrets to federal, state, and local government officials, or to an attorney, for the sole purpose of reporting or investigating a suspected violation of law. The parties also have the right to disclose trade secrets in a document filed in a lawsuit or other proceeding, but only if the filing is made under seal and protected from public disclosure.

(b)Non-Competition/Non-Solicitation.

(i)    While Participantis employed by the Company Group and during the Restricted Period, Participantagrees to not, directly or indirectly, whether as owner, partner, investor, consultant, agent, employee, co-venturer or otherwise, carry on, own, manage, operate, participate in, provide services to, or be employed or engaged in any capacity by any person or entity engaged in the Business within the Restricted Area (“Competing Business”), provided that, Participantmay (x) collectively own less than 1% of the outstanding shares of any class of securities of any enterprise (but without otherwise participating in the activities of such enterprise) if such securities are listed on any national or regional securities exchange and have been registered under Section 12(g) of the Securities Exchange Act of 1934, as amended and (y) following the cessation of Participant’s employment with the Company Group, be employed or engaged by or provide services to a Competing Business so long as (1) Participantworks for or provides services to a division or subsidiary that is not itself engaged in the Business and (2) Participantis not employed or engaged in any capacity similar or related to the capacity in which

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Participantwas employed by the Company Group for the two-year period immediately preceding the date of Participant’s cessation of employment. Competing Businesses include, without limitation, Matrix Medical Network, naviHealth, OptumCare, Fusion5, Archway, Sound Physicians, Change Healthcare, Aver, Cognizant, Cedar Gate, Aledade, Evolent Health, Privia Health, Collaborative Health Systems (under WellCare), Imperium Health Management, Clover Health, Premier and VillageMD. While Participantis employed by the Company Group and during the Restricted Period, Participantagrees not to, either alone or in conjunction with Participant’s affiliates, directly or indirectly solicit, induce or attempt to induce any Senior Restricted Employee or Restricted Employee to leave the employ or service of any member of the Company Group, hire any Senior Restricted Employee or Restricted Employee, or in any way interfere with the employee relationship between the Company Group and any such Senior Restricted Employee or Restricted Employee, provided that, the foregoing restriction not to solicit (but not, for the avoidance of doubt, the restrictions on hiring, inducement or interference) shall not be violated by general advertising or solicitation not specifically targeted at any Senior Restricted Employee or Restricted Employee.

(ii)    While Participantis employed by the Company Group and during the Restricted Period, Participantshall not, either alone or in conjunction with Participant’s affiliates, directly or indirectly, (A) solicit, induce or service, attempt to solicit, induce or service, or assist in soliciting, inducing or servicing, the business of any then current or prospective client, supplier, licensee, licensor or other business relation of any member of the Company Group in a manner which (x) induces such person not to do business with, (y) induces such person to cease doing business with, or (z) reduces the amount of business conducted with, any member of the Company Group, or (B) in any way interferes with the relationship between any then current or prospective client, supplier, licensee, licensor or other business relation of any member of the Company Group:

(1)with whom Participanthad personal contact or dealings in furtherance of the Business on behalf of any member of the Company Group during the one-year period immediately preceding Participant’s termination of employment;

(2)about whom Participanthad knowledge of any member of the Company Group’s plans, pricing or Confidential Information with respect to such person;

(3)with whom employees reporting to Participanthave had personal contact or dealings on behalf of any member of the Company Group during the one-year period immediately preceding Participant’s termination of employment; or

(4)for whom Participanthad direct or indirect responsibility during the one-year period immediately preceding Participant’s termination of employment.

(c)Intellectual Property.

(i)        Participantshall promptly and fully disclose in writing to the Company Group any and all Works and any and all Intellectual Property that Participantconceives, creates, invents, designs, develops, contributes to, improves or reduces to practice, either alone or with one or more third parties, at any time during Participant’s employment with any member of the Company Group (i) that are within the scope of such employment, (ii) with the use of any resources, trade secrets, know-how or other Confidential Information of the Company Group or (iii) that otherwise relate to the Company Group’s business or actual or demonstrably anticipated research or development (collectively, “Newly Developed Works”). Participantalso acknowledges and agrees that the Company Group solely and exclusively owns any and all Works and Intellectual Property that Participantconceived, created, invented, designed, developed, contributed to, improved or reduced to practice, either alone or with one or more third parties, at any time prior to the date hereof, (A) that were within the scope of his or

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her employment with the Company Group, (B) with the use of any resources trade secrets, know-how or other confidential information of the Company Group or its subsidiaries or (C) that otherwise related to the Company Group’s business or actual or demonstrably anticipated research or development (“Previously Developed Works” and together with Newly Developed Works, “Company Works”).

(ii)        Participantacknowledges and agrees that the Company Group has and will continue to have sole exclusive title and ownership rights in and to all Company Works. Participanthereby irrevocably assigns, transfers, conveys and delivers, to the maximum extent permitted by applicable law, all of Participant’s right, title, and interest in, to and under Company Works (including rights under patent, industrial property, copyright, trademark, trade secret, unfair competition, other Intellectual Property laws, and related laws) to the Company, to the extent ownership of any such rights does not vest originally in the Company. Participantacknowledges and agrees that, with respect to any Company Works that may qualify as a Work Made for Hire as defined in 17 U.S.C. § 101 or other applicable law, such Company Work is and will be deemed a Work Made for Hire and the Company will have the sole and exclusive right to all Intellectual Property related thereto (or, in the event that any such Company Work does not qualify as a Work Made for Hire, all Intellectual Property related thereto is automatically assigned to the Company as above). If Participantcreates any written records (in the form of notes, sketches, drawings, or any other tangible form or media) of any Company Works, Participantwill keep and maintain same. The records will be available to and remain the sole property and intellectual property of the Company at all times.

(iii)        Participantshall take all reasonably requested actions and execute all reasonably requested documents (including any licenses or assignments required by a government contract) at the Company’s expense (but without further remuneration) to assist the Company in validating, maintaining, protecting, enforcing, perfecting, recording, patenting or registering any of the Company’s rights in the Company Works.

(iv)        Participantshall not improperly use for the benefit of, bring to any premises of, divulge, disclose, communicate, reveal, transfer or provide access to, or share with the Company or its subsidiaries any confidential, proprietary or non-public information or Intellectual Property relating to a former employer or other third party without the prior written permission of such third party. Participantshall comply with all relevant policies and guidelines of the Company and its subsidiaries that are from time to time previously disclosed to Participant, including regarding the protection of Confidential Information and Intellectual Property and potential conflicts of interest.

(v)        Set forth in Exhibit A(Prior Inventions) attached hereto is a complete list of all Works and Intellectual Property that Participant, alone or jointly with others, conceived, developed, created, invented, designed, developed, contributed to, improved or reduced to practice prior to the commencement of Participant’s employment with the Company Group, that are Participant’s property, and that the Company acknowledges and agrees are excluded from the scope of this Appendix (collectively, “Prior Inventions”). If disclosure of any such Prior Invention would cause Participantto violate any prior confidentiality agreement, Participantunderstands that Participantis not to list such Prior Inventions in Exhibit A but is only to disclose where indicated a cursory name for each such Prior Invention, a listing of each person or entity to whom it belongs, and the fact that full disclosure as to such Prior Inventions has not been made for that reason (it being understood that, if no Invention or disclosure is provided in Exhibit A, Participanthereby represents and warrants that there are no Prior Inventions). If, in the course of Participant’s employment with the Company Group, Participantincorporates any Prior Invention into any Company Group product, process or machine or otherwise uses any Prior Invention, Participanthereby grants to the Company Group a worldwide, non-exclusive, irrevocable, perpetual, fully paid-up and royalty-free license (with rights to sublicense through multiple tiers of sublicensees) to use, reproduce, modify, make

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derivative works of, publicly perform, publicly display, make, have made, sell, offer for sale, import and otherwise exploit such Prior Invention for any purpose.

(vi)        To the extent Participantmay do so under applicable law, Participanthereby waives and agrees never to assert any Moral Rights that Participantmay have in or with respect to any Company Works, even after termination of any work on behalf of the Company Group.

(vii)    The provisions of Section 3(c) hereof shall survive the termination of Participant’s employment for any or no reason.

(d)Whistleblower Protection. Notwithstanding anything to the contrary contained in this Appendix (including Section 3), no provision of this Appendix shall be interpreted so as to impede Participantfrom reporting possible violations of federal law or regulation to any governmental agency or entity, including but not limited to the Department of Justice, the Securities and Exchange Commission, the Congress, and any agency Inspector General, or making other disclosures under the whistleblower provisions of federal law or regulation. Participantdoes not need the prior authorization of any member of the Company Group to make any such reports or disclosures, and Participantshall not be not required to notify any member of the Company Group that such reports or disclosures have been made. The Company Group may not retaliate against Participantfor any of these activities, and nothing in this Appendix or otherwise requires Participantto waive any monetary award or other payment that Participantmight become entitled to from the Securities and Exchange Commission or any other governmental entity or self-regulatory organization.

(e)Blue Pencil. It is the desire and intent of the parties that the provisions of this Section 3 shall be enforced to the fullest extent permissible under the laws and policies in the jurisdiction in which enforcement is sought. Accordingly, if any particular provision or clause of this Section 3 shall be adjudicated to be invalid or unenforceable, then such provision or clause shall be deemed amended to delete therefrom the portion thus adjudicated to be invalid or unenforceable or modified to permit its enforcement to the maximum extent permitted by law.

(f)Equitable Relief and Other Remedies. Participantacknowledges and agrees that a breach of this Section 3 may result in material and irreparable injury to the Company Group and that the Company’s remedies at law for a breach or threatened breach of any of the provisions of Section 3 of this Appendix would be inadequate and, in recognition of this fact, Participantagrees that, in the event of such a breach or threatened breach, in addition to any remedies at law, the Company Group, without posting any bond or other security, shall be entitled to obtain equitable relief in the form of specific performance, a temporary restraining order, a temporary or permanent injunction or any other equitable remedy which may then be available, without the necessity of showing actual monetary damages.

(g)Return of Property. Upon termination of Participant’s employment with the Company Group for any reason whatsoever, voluntarily or involuntarily (and in all events within five (5) days of Participant’s date of termination), and at any earlier time the Company requests, Participantwill deliver to the person designated by the Company all originals and copies of all documents and property of the Company Group in Participant’s possession, under Participant’s control or to which Participantmay have access, including but not limited to, any office or communications equipment (e.g., laptop, cellular phone, etc.) that Participanthas or has been using, and any business or business-related files that Participanthas in Participant’s possession. Participantwill not reproduce or appropriate for Participant’s own use, or for the use of others, any property or Confidential Information, and shall remove from any personal computing or communications equipment all information relating to the Company Group.

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(h)Non-Disparagement. While Participantis employed by the Company Group and thereafter, Participantagrees that Participantwill not disparage any member of the Company Group or any of its officers, directors, investors, employees, and agents, and its and their respective successors and assigns, heirs, executors, and administrators, or make any public statement reflecting negatively on any member of the Company Group or any of its officers, directors, investors, employees, and agents, and its and their respective successors and assigns, heirs, executors, and administrators, to third parties, including, but not limited to, any matters relating to the operation or management of the Company Group, irrespective of the truthfulness or falsity of such statement. The foregoing limitation shall not be violated by truthful statements in response to legal process, required governmental testimony or filings, or administrative or arbitral proceedings (including, without limitation, depositions in connection with such proceedings), and the foregoing limitation on the Company’s executives and directors shall not be violated by statements that they in good faith believe are necessary or appropriate to make in connection with performing their duties and obligations to the Company.

(i)Participant Representation. Participantrepresents and warrants to the Company that there are no restrictions, agreements or understandings whatsoever to which Participantis a party which would prevent or make unlawful Participant’s execution of this Appendix or Participant’s employment with the Company Group, which is or would be inconsistent or in conflict with this Appendix or Participant’s employment with the Company Group, or would prevent, limit or impair in any way the performance by Participantof the obligations hereunder or otherwise to the Company Group. In addition, Participanthas disclosed to the Company all restraints, confidentiality commitments and other employment restrictions that Participanthas with any other employer, person or entity. Participantcovenants that in connection with Participant’s provision of services to the Company Group, Participantshall not breach any obligation (legal, statutory, contractual or otherwise) to any former employer or other person, including, but not limited to, obligations relating to confidentiality and proprietary rights.

(j)Tolling. In the event of any violation of the provisions of this Section 3, Participantacknowledges and agrees that the post-termination restrictions contained in this Section 3 shall be extended by a period of time equal to the period of such violation, it being the intention of the parties hereto that the running of the applicable post-termination restriction period shall be tolled during any period of such violation.

4.Cooperation. During the Participant’s employment with the Company Group and thereafter, Participant shall cooperate with the Company Group, upon the Company’s reasonable request and sole expense, with respect to any investigation (including any internal investigation) or administrative, regulatory or judicial proceeding involving matters within the scope of Participant’s duties and responsibilities to the Company Group (including, without limitation, Participant being available to the Company upon reasonable notice for interviews and factual investigations, appearing at the Company’s reasonable request to give testimony without requiring service of a subpoena or other legal process, and turning over to the Company all relevant Company documents which are or may come into Participant’s possession) (collectively, the “Claims”). To the extent permitted by law, Participant agrees to promptly inform the Company if Participant becomes aware of any lawsuits involving Claims that may be filed or threatened against any member of the Company Group. Participant also agrees to promptly inform the Company (to the extent that Participant is legally permitted to do so) if Participant is asked to assist in any investigation of any member of the Company Group (or its actions) or another party attempts to obtain information or documents from Participant (other than in connection with any litigation or other proceeding in which Participant is a party-in-opposition) with respect to matters Participant believes in good faith to relate to any investigation of any member of the Company Group, in each case, regardless of whether a lawsuit or other proceeding has then been filed against any member of the Company Group with respect to such investigation, and shall not do so unless legally required. During the pendency of any litigation or other proceeding involving Claims, Participant shall not communicate with anyone (other than

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Participant’s attorneys and tax and/or financial advisors and except to the extent that Participant determines in good faith is necessary in connection with the performance of Participant’s duties hereunder) with respect to the facts or subject matter of any pending or potential litigation or regulatory or administrative proceeding involving any member of the Company Group without giving prior written notice to the Company or the Company’s counsel (to the extent Participant is legally permitted to do so). Upon presentation of appropriate supporting documentation, the Company shall pay or reimburse Participant for all reasonable out-of-pocket travel, duplicating or telephonic expenses incurred by Participant in complying with this Section 4.

5.Survival. The respective rights and obligations of the parties under Sections 3 and 4 of this Appendix shall survive any termination of Participant’s employment.

6.Assignment. This Appendix may be assigned, without the consent of Participant, by the Company to any of its affiliates or any person, partnership, corporation or other entity that has purchased all or substantially all of the assets of the Company, provided such assignee assumes any and all of the liabilities of the Company hereunder. The duties and responsibilities of Participant under this Appendix are of a personal nature and shall not be assignable or delegable in whole or in part by Participant.

7.Remedies Cumulative; No Waiver. No remedy conferred upon a party by this Appendix is intended to be exclusive of any other remedy, and each and every such remedy shall be cumulative and shall be in addition to any other remedy given under this Appendix or now or hereafter existing at law or in equity. No delay or omission by a party in exercising any right, remedy or power under this Appendix or existing at law or in equity shall be construed as a waiver thereof, and any such right, remedy or power may be exercised by such party from time to time and as often as may be deemed expedient or necessary by such party in its sole discretion.

8.Severability. If any provision of this Appendix or application thereof to anyone or under any circumstances is adjudicated to be invalid or unenforceable in any jurisdiction, such invalidity or unenforceability shall not affect any other provision or application of this Appendix which can be given effect without the invalid or unenforceable provision or application and shall not invalidate or render unenforceable such provision or application in any other jurisdiction. If any provision is held void, invalid or unenforceable with respect to particular circumstances, it shall nevertheless remain in full force and effect in all other circumstances.

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EX-10.2

EXHIBIT 10.2

Signify Health, Inc.
RESTRICTED STOCK UNIT AWARD AGREEMENT

(For Employees)

This Restricted Stock Unit Award Agreement (“Agreement”) is entered into by and between Signify Health, Inc. (the “Company”) and the participant whose name appears below (the “Participant”) in order to set forth the terms and conditions of Restricted Stock Units (the “RSUs”) granted to the Participant under the Signify Health, Inc. 2021 Long-Term Incentive Plan (the “Plan”).

Participant’s Name:

Award Type	“Date of Grant”	Number of RSUs	“Vesting Schedule”
RSUs	[●]	[●]	[●]

Subject to the attached Terms and Conditions and the terms of the Plan, which are incorporated herein by reference, the Company hereby grants to the Participant, on the Date of Grant, and the Participant hereby accepts, the number of RSUs, with the Vesting Schedule as set forth above. Capitalized terms used but not otherwise defined herein or in the attached Terms and Conditions shall have the meanings ascribed to such terms in the Plan.

IN WITNESS WHEREOF, the Company and Participant have duly executed and delivered this Agreement as of the Date of Grant.

SIGNIFY HEALTH, INC.		PARTICIPANT
By:
	Name: [●]	Name: [●]
	Title: [●]

PLEASE RETURN ONE SIGNED COPY OF THIS AGREEMENT TO:

Signify Health, Inc.

800 Connecticut Avenue Norwalk, CT 06854

Attn: [●]

Signify Health, Inc.
SIGNIFY HEALTH, INC. 2021 LONG-TERM INCENTIVE PLAN
Terms and Conditions of RSU Grant

1.GRANT OF RSUs. The RSUs have been granted to the Participant as an incentive for the Participant to continue to provide services to the Company and its Affiliates, including the Affiliate employing the Participant (the “Employer”), and to align the Participant’s interests with those of the Company. Each RSU corresponds to one Common Share. Each RSU constitutes a contingent and unsecured promise by the Company to deliver one Common Share on the settlement date, as set forth in Section 3.

2.VESTING. The RSUs shall vest in accordance with the Vesting Schedule, subject to the Participant’s continuous service with the Company and its Affiliates through each applicable vesting date.

(a)All unvested RSUs shall be immediately forfeited upon the Participant’s Separation from Service for any reason.

(b)In the event of the Participant’s Separation from Service by the Company or an Affiliate without Cause or by the Participant for Good Reason within 24 months following a Change in Control, the RSUs shall become fully vested.

(c)For purposes of this Agreement:

(i)“Cause” shall have the meaning ascribed to such term in the Participant’s employment agreement or offer letter with the Company or an Affiliate, if any, or, if not so defined or if the Participant is not a party to such employment agreement or offer letter, “Cause” shall mean (i) the Participant’s indictment for, conviction of, or a plea of guilty or nolo contendere to, a (A) felony or (B) any crime of moral turpitude; (ii) the Participant’s embezzlement, breach of fiduciary duty or fraud with regard to the Company or an Affiliate or any of their respective assets or businesses; (iii) the Participant’s continued failure to perform the duties of the Participant’s position, in the reasonable judgment of the Board; (iv) the Participant’s dishonesty, willful misconduct, or illegal conduct relating to the affairs of the Company, an Affiliate or any of their respective customers; (v) the Participant’s breach of a material provision of any contractual obligation to the Company or an Affiliate; or (vi) other conduct by the Participant that may be harmful to the business, interests, or reputation of the Company or an Affiliate, including any material violation of a policy of the Company or an Affiliate. With respect to clauses (iii), (iv), (v), and (vi) above, the Company or the Employer, as applicable, shall provide ten (10) days written notice to the Participant of its intent to terminate for Cause, and during such ten (10) day period the Participant shall have a right to cure (if curable). If not cured within such period (as determined in the reasonable judgment of the Board, the Participant’s Separation from Service will be effective upon the date immediately following the expiration of the ten (10) day notice period. Notwithstanding anything to the contrary contained herein, the Participant’s right to cure as set forth above shall not apply if there are habitual or repeated breaches by the Participant.)

(ii)“Good Reason” shall have the meaning ascribed to such term in the Participant’s employment agreement or offer letter with the Company or an Affiliate, if any, or, if not so defined or if the Participant is not a party to such

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employment agreement or offer letter, “Good Reason” shall mean (A) a material diminution in the Participant’s duties, authorities, and responsibilities that is inconsistent with the Participant’s position; (B) a material reduction by the Company or an Affiliate in the Participant’s base salary or target bonus opportunity, other than any such reduction that applies generally to similarly situated employees of the Company and its Affiliates; or (C) the relocation of the Participant’s principal place of employment to a location outside a 50 mile radius from its current location; provided that, for the avoidance of doubt, this clause (C) shall not give rise to Good Reason in the event the Participant is provided with a remote work arrangement including, without limitation, in lieu of relocation; provided, further that, in each case, (x) the Participant shall provide the Company with written notice specifying the circumstances alleged to constitute Good Reason within 60 days following the first occurrence of such circumstances; (y) the Company shall have 30 days following receipt of such notice to cure such circumstances; and (z) if the Company has not cured such circumstances within such 30-day period, the Participant shall terminate his or her employment or service not later than 30 days after the end of such 30-day period. For the avoidance of doubt, if the Participant does not deliver a written notice to the Company specifying the circumstances alleged to constitute Good Reason within 60 days following the first occurrence of such circumstances, the event will no longer constitute Good Reason.

3.SETTLEMENT. Except as otherwise set forth in the Plan, the RSUs will be settled in Common Shares, and the Participant shall receive the number of Common Shares that corresponds to the number of RSUs that have become vested as of the applicable vesting date, which Common Shares shall be delivered on the date that is no later than fifteen (15) days following the applicable vesting date, as determined in the Committee’s sole discretion.

4.DIVIDEND EQUIVALENT PAYMENTS. Until the RSUs settle in Common Shares, if the Company pays a dividend on Common Shares, the Participant will be entitled to a payment in the same amount as the dividend the Participant would have received if he or she held Common Shares in respect of his or her vested and unvested RSUs held but not previously forfeited immediately prior to the record date of the dividend (a “Dividend Equivalent”). No such Dividend Equivalents will be paid to the Participant with respect to any RSU that is thereafter cancelled or forfeited prior to the applicable vesting date. The Committee will determine the form of payment in its sole discretion and may pay Dividend Equivalents in Common Shares, cash or a combination thereof. The Company will pay the Dividend Equivalents within fifteen (15) days of the vesting date of the RSUs to which such Dividend Equivalents relate.

5.NONTRANSFERABILITY. No portion of the RSUs may be sold, assigned, transferred, encumbered, hypothecated, or pledged by the Participant, other than to the Company as a result of forfeiture of the RSUs as provided herein, unless and until payment is made in respect of vested RSUs in accordance with the provisions hereof and the Participant has become the holder of record of the vested Common Shares issuable hereunder, unless otherwise provided by the Committee.

6.TAX AND WITHHOLDING. Pursuant to rules and procedures that the Company or the Employer establishes, federal, state, local or foreign income or other tax or other withholding obligations arising upon settlement of the RSUs may be satisfied, in the Committee’s sole discretion, by having the Company or the Employer withhold Common Shares, by having the Participant tender Common Shares or by having the Company or the Employer withhold cash if the Company provides for a cash withholding option, in each case in an amount sufficient to satisfy the tax or other withholding obligations.

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Common Shares withheld or tendered will be valued using the Fair Market Value of the Common Shares on the date the RSUs are settled. Any withholding or tendering of Common Shares shall comply with the requirements of Financial Accounting Standards Board, Accounting Standards Codification, Topic 718, and any withholding satisfied through a net-settlement of the RSUs shall be limited to the maximum statutory withholding requirements. The Participant acknowledges that, if he or she is subject to taxes in more than one jurisdiction, the Company or the Employer may be required to withhold or account for taxes in more than one jurisdiction.

7.RIGHTS AS STOCKHOLDER. The Participant will not have any rights as a stockholder in the Common Shares corresponding to the RSUs prior to settlement of the RSUs.

8.SECURITIES LAW COMPLIANCE. The Company may, if it determines it is appropriate, affix any legend to the stock certificates representing Common Shares issued upon settlement of the RSUs and any stock certificates that may subsequently be issued in substitution for the original certificates. The Company may advise the transfer agent to place a stop order against such Common Shares if it determines that such an order is necessary or advisable.

9.COMPLIANCE WITH LAW. Any sale, assignment, transfer, pledge, mortgage, encumbrance or other disposition of Common Shares issued upon settlement of the RSUs (whether directly or indirectly, whether or not for value and whether or not voluntary) must be made in compliance with any applicable constitution, rule, regulation or policy of any of the exchanges, associations or other institutions with which the Company has membership or other privileges, and any applicable law, or applicable rule or regulation of any governmental agency, self-regulatory organization or state or federal regulatory body.

10.RESTRICTIVE COVENANTS. The Participant hereby acknowledges and agrees that they will be subject to the restrictive covenants set forth in Schedule I which are incorporated herein by reference as if such provisions were set forth herein in full.

11.MISCELLANEOUS.

(a)No Right To Continued Employment or Service. This Agreement shall not confer upon the Participant any right to continue in the employ or service of the Company or an Affiliate, including the Employer, or to be entitled to any remuneration or benefits not set forth in this Agreement or the Plan nor interfere with or limit the right of the Company or an Affiliate, including the Employer, to modify the terms of or terminate the Participant’s employment or service at any time.

(b)No Advice Regarding Grant. The Company is not providing any tax, legal or financial advice, nor is the Company making any recommendations regarding the Participant’s participation in the Plan or acquisition or sale of the underlying Common Shares. The Participant is hereby advised to consult with his or her own personal tax, legal and financial advisors regarding his or her participation in the Plan before taking any action related to the Plan or the RSUs.

(c)Cancellation/Clawback. The Participant hereby acknowledges and agrees that the Participant and the RSUs are subject to the terms and conditions of Section 20(o) of the Plan (regarding reduction, cancellation, forfeiture or recoupment of Awards upon the occurrence of certain specified events).

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(d)Plan to Govern. This Agreement and the rights of the Participant hereunder are subject to all of the terms and conditions of the Plan as the same may be amended from time to time, as well as to such rules and regulations as the Committee may adopt for the administration of the Plan.

(e)Amendment. Subject to the restrictions set forth in the Plan, the Company may from time to time suspend, modify or amend this Agreement or the Plan. Subject to the Company’s rights pursuant to Sections 5(b), 13 and 22 of the Plan, no amendment of the Plan or this Agreement may, without the consent of the Participant, adversely affect the rights of the Participant in a material manner with respect to the RSUs granted pursuant to this Agreement.

(f)Severability. In the event that any provision of this Agreement shall he held illegal or invalid for any reason, such illegality or invalidity shall not affect the remaining provisions of this Agreement, and this Agreement shall be construed and enforced as if the illegal or invalid provision had not been included.

(g)Entire Agreement. This Agreement and the Plan contain all of the understandings between the Company and the Participant concerning the RSUs granted hereunder and supersede all prior agreements and understandings.

(h)Successors. This Agreement shall be binding upon and inure to the benefit of any successor or successors of the Company and any person or persons who shall, upon the Participant’s death, acquire any rights hereunder in accordance with this Agreement or the Plan.

(i)Governing Law. To the extent not preempted by federal law, this Agreement (including Schedule I) shall be construed in accordance with and governed by the laws of the State of Delaware, without regard to any conflicts or choice of law, rule or principle that might otherwise refer the interpretation of the award to the substantive law of another jurisdiction.

(j)Compliance with Section 409A of the Internal Revenue Code. TheRSUs are intended to comply with Section 409A of the Code (“Section 409A”) to the extent subject thereto, and shall be interpreted in accordance with Section 409A and treasury regulations and other interpretive guidance issued thereunder, including without limitation any such regulations or other guidance that may be issued after the Date of Grant. The Company reserves the right to modify the terms of this Agreement, including, without limitation, the payment provisions applicable to the RSUs, to the extent necessary or advisable to comply with Section 409A and reserves the right to make any changes to the RSUs so that the RSUs do not become deferred compensation under Section 409A.

For purposes of this Agreement, each amount to be paid or benefit to be provided shall be construed as a separate identified payment for purposes of Section 409A.

Notwithstanding any provision in the Plan or this Agreement to the contrary, if the Participant is a “specified employee” and a payment subject to Section 409A (and not excepted therefrom) to the Participant is due upon Separation from Service, such payment shall be delayed for a period of six (6) months after the date the Participant Separates from Service (or, if earlier, the death of the Participant). Any payment that would otherwise have been due or owing during such six-month period will be paid immediately following the end of the six-month period unless another compliant date is specified in the applicable agreement. If the RSUs include a “series of installment payments” (within the

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meaning of Treas. Reg. § 1.409A-2(b)(2)(iii)), the Participant’s right to such series of installment payments shall be treated as a right to a series of separate payments and not as a right to a single payment, and if the RSUs include “dividend equivalents” (within the meaning of Treas. Reg. § 1.409A-3(e)), the Participant’s right to such dividend equivalents shall be treated separately from the right to other amounts under the RSUs.

Notwithstanding any provision of the Plan or this Agreement to the contrary, in no event shall the Company or an Affiliate, including the Employer, be liable to the Participant on account of failure of the RSUs to (i) qualify for favorable U.S. or foreign tax treatment or (ii) avoid adverse tax treatment under U.S. or foreign law, including, without limitation, under Section 409A.

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Schedule I

Restrictive Covenants

1.Definitions. Capitalized terms not defined herein shall have the meaning set forth in the Restricted Stock Unit Award Agreement (the “Agreement”) to which this Schedule I (this “Appendix”) is appended. For purposes of this Appendix:

(a)“Business” means any line of business in which any member of the Company Group is engaged during Participant’s employment, or, with respect to the portion of the Restricted Period that follows termination of Participant’s employment, at the time of such termination.

(b)“Company” means Signify Health, Inc., a Delaware corporation (including its successors and assigns).

(c)“Company Group” means the Company, its subsidiaries and its affiliates.

(d)“Confidential Information” means any non-public, proprietary or confidential information, including, without limitation, trade secrets, know-how, research and development, software, databases, inventions, processes, methods, procedures, computer programs and architecture, formulae, technology, designs, customer information, lists and identities, employee lists and identities, methodologies, contractual forms, Works and other Intellectual Property, information concerning finances, investments, profits, pricing, costs, products, services, vendors, customers, clients, partners, investors, personnel, compensation, recruiting, training, advertising, sales, marketing, promotions, government and regulatory activities and approvals, in each case, concerning the past, current or future business, activities and operations of the Company Group and/or any third party that has disclosed or provided any of same to the Company Group on a confidential basis, and other information, whether tangible or intangible. Notwithstanding the foregoing, “Confidential Information” shall not include any information that is or becomes (A) generally known to the public other than as a result of Participant’s breach of this or any other confidentiality covenant; or (B) required by law to be disclosed; provided that with respect to subsection (B), Participant shall, to the extent permitted by law, give prompt written notice to the Company of such requirement, disclose no more information than is so required, and reasonably cooperate at the Company’s sole expense with any attempts by the Company to obtain a protective order or similar treatment.

(e)“Intellectual Property” means any and all patents, invention disclosures, invention registrations, ideas, trademarks, service marks, trade names, corporate names, trade dress, certification marks, logos, domain names, social media identifiers or accounts, rights of publicity, copyrights, derivative works, mask works, trade secrets, know-how, software, and all other intellectual property and proprietary rights recognized by any applicable law of any jurisdiction, and all registrations and applications for registration of, improvements to the inventions disclosed in each such issuance, patent or patent application and all rights to claim priority (including under the Paris Convention) to and all goodwill associated with the foregoing, including rights in copies and embodiments of any of the foregoing (whether electronic or tangible) and rights to sue or recover and retain damages and costs and attorneys’ fees for past, present and future infringement, misappropriation or other violation of any of the foregoing.

(f)“Moral Rights” means any rights to claim authorship of a work, to object to or prevent the modification or destruction of a work, or to withdraw from circulation or control the publication or distribution of a work, and any similar right, existing under any applicable law of

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any jurisdiction, regardless of whether or not such right is denominated or generally referred to as a “moral right.”

(g)“Restricted Area” means (A) any geographic area in which any member of the Company Group does business during Participant’s employment with the Company Group or (B) within twenty five (25) miles of any location where any member of the Company Group has one or more clients or customers during Participant’s employment with the Company Group or, with respect to the portion of the Restricted Period that follows the termination of Participant’s employment with the Company Group, at the time of such termination.

(h)“Restricted Period” means the 12 month period immediately following the date of the cessation of Participant’s employment with the Company Group for any reason.

(i)“Restricted Employee” means any employee of the Company Group, or any person who was an employee of the Company Group at any time during the six months prior to the date such person is to be so hired, solicited or contacted (other than any person who was terminated by any member of the Company Group without cause prior to being so hired, solicited or contacted), in each case that is not a Senior Restricted Employee.

(j)“Senior Restricted Employee” means any C-level executive officer of any member of the Company Group.

(k)“Works” means any and all works of authorship, inventions, discoveries, materials, processes, methods, documents or other work product (including without limitation, research, reports, software, data, databases, programs, apparatus, designs, systems, applications, presentations, textual works, content, or audiovisual materials and the like).

2.Scope and Reasonableness. The Participant acknowledges and agrees that (a) the covenants of Participant set forth in this Appendix constitute a material inducement for the Company to execute and deliver the Agreement, and (b) irreparable harm would result to the Company and the Company Group as a result of a violation or breach by Participant of the obligations set forth in this Appendix. Participant acknowledges and agrees that the restrictions contained in this Appendix, including, with respect to the definition of the Business, the Restricted Area and the Restricted Period, are reasonable in all respects, including for the purpose of preserving for the Company’s and each member of the Company Group’s proprietary rights, going business value and goodwill of the Company Group and the Business, and do not constitute an unreasonable restriction on Participant’s ability to earn a living.

3.Restrictive Covenants and Representations.

(a)Confidential Information.

(i)Subject to Section 3(a)(v) and Section 3(d), Participantwill not at any time (A) retain or use for the benefit, purposes or account of Participantor any other person outside of the Company Group, or in any manner adverse to the interests of the Company Group, any Confidential Information; or (B) disclose, divulge, reveal, communicate, share, transfer or provide access to any person outside of the Company Group any Confidential Information (other than in performance of Participant’sduties during Participant’s employment and/or service with the Company Group and pursuant to customary industry practice), without the prior written authorization of the Board of Directors of the Company. Participantwill take all action reasonably necessary to protect the Confidential Information from being disclosed to anyone other than persons authorized by the Company Group.

(ii)Except as required by law, Participantwill not disclose to anyone, other than Participant’s family (it being understood that, in this Section 3, the term “family” refers to

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Participant, Participant’s spouse, children, parents and spouse’s parents) and advisors, the existence or contents of this Appendix; provided that Participantmay disclose to any prospective future employer the provisions of this Section 3. This Section 3(a)(ii) shall terminate if a member of the Company Group publicly discloses a copy of this Appendix (or, if a member of the Company Group publicly discloses summaries or excerpts of this Appendix, to the extent so disclosed).

(iii)All Confidential Information shall remain the sole and exclusive property of the applicable Company Group. To the extent that Participantacquires any right, title or interest in or to any Confidential Information, Participanthereby irrevocably assigns, transfers, conveys and delivers to the applicable member of the Company Group all such right, title and interest in and to such Confidential Information.

(iv)Upon termination of Participant’semployment with the Company Group for any or no reason, Participantshall (A) cease and not thereafter commence use of any Confidential Information or Intellectual Property (including without limitation, any patent, invention, copyright, trade secret, trademark, trade name, logo, domain name or other source indicator) owned or used by the Company Group; and (B) immediately destroy, delete, or return to the Company, at the Company’s option, all originals and copies in any form or medium (including documents, memoranda, books, papers, plans, computer files, letters, email and computer disks or tapes, whether machine or user readable, and other data) in Participant’s possession or control (including any of the foregoing stored or located in Participant’s office, home, laptop or other computer, whether or not Company Group property) that contain Confidential Information. At the time Participantreturns or destroys such copies of Confidential Information, Participantwill acknowledge to the Company Group, in writing and under oath, that Participanthas complied with the terms of this Appendix.

(v)18 U.S.C. § 1833(b) provides: “An individual shall not be held criminally or civilly liable under any Federal or State trade secret law for the disclosure of a trade secret that (A) is made (i) in confidence to a Federal, State, or local government official, either directly or indirectly, or to an attorney; and (ii) solely for the purpose of reporting or investigating a suspected violation of law; or (B) is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal.” Nothing in this Section 3 is intended to conflict with 18 U.S.C. § 1833(b) or create liability for disclosures of trade secrets that are expressly allowed by 18 U.S.C. § 1833(b). Accordingly, the parties to this Appendix have the right to disclose in confidence trade secrets to federal, state, and local government officials, or to an attorney, for the sole purpose of reporting or investigating a suspected violation of law. The parties also have the right to disclose trade secrets in a document filed in a lawsuit or other proceeding, but only if the filing is made under seal and protected from public disclosure.

(b)Non-Competition/Non-Solicitation.

(i)    While Participantis employed by the Company Group and during the Restricted Period, Participantagrees to not, directly or indirectly, whether as owner, partner, investor, consultant, agent, employee, co-venturer or otherwise, carry on, own, manage, operate, participate in. provide services to, or be employed or engaged in any capacity by any person or entity engaged in the Business within the Restricted Area (“Competing Business”), provided that, Participantmay (x) collectively own less than 1% of the outstanding shares of any class of securities of any enterprise (but without otherwise participating in the activities of such enterprise) if such securities are listed on any national or regional securities exchange and have been registered under Section 12(g) of the Securities Exchange Act of 1934, as amended and (y) following the cessation of Participant’s employment with the Company Group, be employed or engaged by or provide services to a Competing Business so long as (1) Participantworks for or provides services to a division or subsidiary that is not itself engaged in the Business and (2) Participantis not employed or engaged in any capacity similar or related to the capacity in which

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Participantwas employed by the Company Group for the two-year period immediately preceding the date of Participant’s cessation of employment. Competing Businesses include, without limitation, Matrix Medical Network, naviHealth, OptumCare, Fusion5, Archway, Sound Physicians, Change Healthcare, Aver, Cognizant, Cedar Gate, Aledade, Evolent Health, Privia Health, Collaborative Health Systems (under WellCare), Imperium Health Management, Clover Health, Premier and VillageMD. While Participantis employed by the Company Group and during the Restricted Period, Participantagrees not to, either alone or in conjunction with Participant’s affiliates, directly or indirectly solicit, induce or attempt to induce any Senior Restricted Employee or Restricted Employee to leave the employ or service of any member of the Company Group, hire any Senior Restricted Employee or Restricted Employee, or in any way interfere with the employee relationship between the Company Group and any such Senior Restricted Employee or Restricted Employee, provided that the foregoing restriction not to solicit (but not, for the avoidance of doubt, the restrictions on hiring, inducement or interference) shall not be violated by general advertising or solicitation not specifically targeted at any Senior Restricted Employee or Restricted Employee.

(ii)    While Participantis employed by the Company Group and during the Restricted Period, Participantshall not, either alone or in conjunction with Participant’s affiliates, directly or indirectly, (A) solicit, induce or service, attempt to solicit, induce or service, or assist in soliciting, inducing or servicing, the business of any then current or prospective client, supplier, licensee, licensor or other business relation of any member of the Company Group in a manner which (x) induces such person not to do business with, (y) induces such person to cease doing business with, or (z) reduces the amount of business conducted with, any member of the Company Group, or (B) in any way interferes with the relationship between any then current or prospective client, supplier, licensee, licensor or other business relation of any member of the Company Group:

(1)with whom Participanthad personal contact or dealings in furtherance of the Business on behalf of any member of the Company Group during the one-year period immediately preceding Participant’s termination of employment;

(2)about whom Participanthad knowledge of any member of the Company Group’s plans, pricing or Confidential Information with respect to such person;

(3)with whom employees reporting to Participanthave had personal contact or dealings on behalf of any member of the Company Group during the one-year period immediately preceding Participant’s termination of employment; or

(4)for whom Participanthad direct or indirect responsibility during the one-year period immediately preceding Participant’s termination of employment.

(c)Intellectual Property.

(i)        Participantshall promptly and fully disclose in writing to the Company Group any and all Works and any and all Intellectual Property that Participantconceives, creates, invents, designs, develops, contributes to, improves or reduces to practice, either alone or with one or more third parties, at any time during Participant’s employment with any member of the Company Group (i) that are within the scope of such employment, (ii) with the use of any resources, trade secrets, know-how or other Confidential Information of the Company Group or (iii) that otherwise relate to the Company Group’s business or actual or demonstrably anticipated research or development (collectively, “Newly Developed Works”). Participantalso acknowledges and agrees that the Company Group solely and exclusively owns any and all Works and Intellectual Property that Participantconceived, created, invented, designed, developed, contributed to, improved or reduced to practice, either alone or with one or more third parties, at any time prior to the date hereof, (A) that were within the scope of his or

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her employment with the Company Group, (B) with the use of any resources trade secrets, know-how or other confidential information of the Company Group or its subsidiaries or (C) that otherwise related to the Company Group’s business or actual or demonstrably anticipated research or development (“Previously Developed Works” and together with Newly Developed Works, “Company Works”).

(ii)        Participantacknowledges and agrees that the Company Group has and will continue to have sole exclusive title and ownership rights in and to all Company Works. Participanthereby irrevocably assigns, transfers, conveys and delivers, to the maximum extent permitted by applicable law, all of Participant’s right, title, and interest in, to and under Company Works (including rights under patent, industrial property, copyright, trademark, trade secret, unfair competition, other Intellectual Property laws, and related laws) to the Company, to the extent ownership of any such rights does not vest originally in the Company. Participantacknowledges and agrees that, with respect to any Company Works that may qualify as a Work Made for Hire as defined in 17 U.S.C. § 101 or other applicable law, such Company Work is and will be deemed a Work Made for Hire and the Company will have the sole and exclusive right to all Intellectual Property related thereto (or, in the event that any such Company Work does not qualify as a Work Made for Hire, all Intellectual Property related thereto is automatically assigned to the Company as above). If Participantcreates any written records (in the form of notes, sketches, drawings, or any other tangible form or media) of any Company Works, Participantwill keep and maintain same. The records will be available to and remain the sole property and intellectual property of the Company at all times.

(iii)        Participantshall take all reasonably requested actions and execute all reasonably requested documents (including any licenses or assignments required by a government contract) at the Company’s expense (but without further remuneration) to assist the Company in validating, maintaining, protecting, enforcing, perfecting, recording, patenting or registering any of the Company’s rights in the Company Works.

(iv)        Participantshall not improperly use for the benefit of, bring to any premises of, divulge, disclose, communicate, reveal, transfer or provide access to, or share with the Company or its subsidiaries any confidential, proprietary or non-public information or Intellectual Property relating to a former employer or other third party without the prior written permission of such third party. Participantshall comply with all relevant policies and guidelines of the Company and its subsidiaries that are from time to time previously disclosed to Participant, including regarding the protection of Confidential Information and Intellectual Property and potential conflicts of interest.

(v)        Set forth in Exhibit A(Prior Inventions) attached hereto is a complete list of all Works and Intellectual Property that Participant, alone or jointly with others, conceived, developed, created, invented, designed, developed, contributed to, improved or reduced to practice prior to the commencement of Participant’s employment with the Company Group, that are Participant’s property, and that the Company acknowledges and agrees are excluded from the scope of this Appendix (collectively, “Prior Inventions”). If disclosure of any such Prior Invention would cause Participantto violate any prior confidentiality agreement, Participantunderstands that Participantis not to list such Prior Inventions in Exhibit A but is only to disclose where indicated a cursory name for each such Prior Invention, a listing of each person or entity to whom it belongs, and the fact that full disclosure as to such Prior Inventions has not been made for that reason (it being understood that, if no Invention or disclosure is provided in Exhibit A, Participanthereby represents and warrants that there are no Prior Inventions). If, in the course of Participant’s employment with the Company Group, Participantincorporates any Prior Invention into any Company Group product, process or machine or otherwise uses any Prior Invention, Participanthereby grants to the Company Group a worldwide, non-exclusive, irrevocable, perpetual, fully paid-up and royalty-free license (with rights to sublicense through multiple tiers of sublicensees) to use, reproduce, modify, make

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derivative works of, publicly perform, publicly display, make, have made, sell, offer for sale, import and otherwise exploit such Prior Invention for any purpose.

(vi)        To the extent Participantmay do so under applicable law, Participanthereby waives and agrees never to assert any Moral Rights that Participantmay have in or with respect to any Company Works, even after termination of any work on behalf of the Company Group.

(vii)    The provisions of Section 3(c) hereof shall survive the termination of Participant’s employment for any or no reason.

(d)Whistleblower Protection. Notwithstanding anything to the contrary contained in this Appendix (including Section 3), no provision of this Appendix shall be interpreted so as to impede Participantfrom reporting possible violations of federal law or regulation to any governmental agency or entity, including but not limited to the Department of Justice, the Securities and Exchange Commission, the Congress, and any agency Inspector General, or making other disclosures under the whistleblower provisions of federal law or regulation. Participantdoes not need the prior authorization of any member of the Company Group to make any such reports or disclosures, and Participantshall not be not required to notify any member of the Company Group that such reports or disclosures have been made. The Company Group may not retaliate against Participantfor any of these activities, and nothing in this Appendix or otherwise requires Participantto waive any monetary award or other payment that Participantmight become entitled to from the Securities and Exchange Commission or any other governmental entity or self-regulatory organization.

(e)Blue Pencil. It is the desire and intent of the parties that the provisions of this Section 3 shall be enforced to the fullest extent permissible under the laws and policies in the jurisdiction in which enforcement is sought. Accordingly, if any particular provision or clause of this Section 3 shall be adjudicated to be invalid or unenforceable, then such provision or clause shall be deemed amended to delete therefrom the portion thus adjudicated to be invalid or unenforceable or modified to permit its enforcement to the maximum extent permitted by law.

(f)Equitable Relief and Other Remedies. Participantacknowledges and agrees that a breach of this Section 3 may result in material and irreparable injury to the Company Group and that the Company’s remedies at law for a breach or threatened breach of any of the provisions of Section 3 of this Appendix would be inadequate and, in recognition of this fact, Participantagrees that, in the event of such a breach or threatened breach, in addition to any remedies at law, the Company Group, without posting any bond or other security, shall be entitled to obtain equitable relief in the form of specific performance, a temporary restraining order, a temporary or permanent injunction or any other equitable remedy which may then be available, without the necessity of showing actual monetary damages.

(g)Return of Property. Upon termination of Participant’s employment with the Company Group for any reason whatsoever, voluntarily or involuntarily (and in all events within five (5) days of Participant’s date of termination), and at any earlier time the Company requests, Participantwill deliver to the person designated by the Company all originals and copies of all documents and property of the Company Group in Participant’s possession, under Participant’s control or to which Participantmay have access, including but not limited to, any office or communications equipment (e.g., laptop, cellular phone, etc.) that Participanthas or has been using, and any business or business-related files that Participanthas in Participant’s possession. Participantwill not reproduce or appropriate for Participant’s own use, or for the use of others, any property or Confidential Information, and shall remove from any personal computing or communications equipment all information relating to the Company Group.

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(h)Non-Disparagement. While Participantis employed by the Company Group and thereafter, Participantagrees that Participantwill not disparage any member of the Company Group or any of its officers, directors, investors, employees, and agents, and its and their respective successors and assigns, heirs, executors, and administrators, or make any public statement reflecting negatively on any member of the Company Group or any of its officers, directors, investors, employees, and agents, and its and their respective successors and assigns, heirs, executors, and administrators, to third parties, including, but not limited to, any matters relating to the operation or management of the Company Group, irrespective of the truthfulness or falsity of such statement. The foregoing limitation shall not be violated by truthful statements in response to legal process, required governmental testimony or filings, or administrative or arbitral proceedings (including, without limitation, depositions in connection with such proceedings), and the foregoing limitation on the Company’s executives and directors shall not be violated by statements that they in good faith believe are necessary or appropriate to make in connection with performing their duties and obligations to the Company.

(i)Participant Representation. Participantrepresents and warrants to the Company that there are no restrictions, agreements or understandings whatsoever to which Participantis a party which would prevent or make unlawful Participant’s execution of this Appendix or Participant’s employment with the Company Group, which is or would be inconsistent or in conflict with this Appendix or Participant’s employment with the Company Group, or would prevent, limit or impair in any way the performance by Participantof the obligations hereunder or otherwise to the Company Group. In addition, Participanthas disclosed to the Company all restraints, confidentiality commitments and other employment restrictions that Participanthas with any other employer, person or entity. Participantcovenants that in connection with Participant’s provision of services to the Company Group, Participantshall not breach any obligation (legal, statutory, contractual or otherwise) to any former employer or other person, including, but not limited to, obligations relating to confidentiality and proprietary rights.

(j)Tolling. In the event of any violation of the provisions of this Section 3, Participantacknowledges and agrees that the post-termination restrictions contained in this Section 3 shall be extended by a period of time equal to the period of such violation, it being the intention of the parties hereto that the running of the applicable post-termination restriction period shall be tolled during any period of such violation.

4.Cooperation. During the Participant’s employment with the Company Group and thereafter, Participant shall cooperate with the Company Group, upon the Company’s reasonable request and sole expense, with respect to any investigation (including any internal investigation) or administrative, regulatory or judicial proceeding involving matters within the scope of Participant’s duties and responsibilities to the Company Group (including, without limitation, Participant being available to the Company upon reasonable notice for interviews and factual investigations, appearing at the Company’s reasonable request to give testimony without requiring service of a subpoena or other legal process, and turning over to the Company all relevant Company documents which are or may come into Participant’s possession) (collectively, the “Claims”). To the extent permitted by law, Participant agrees to promptly inform the Company if Participant becomes aware of any lawsuits involving Claims that may be filed or threatened against any member of the Company Group. Participant also agrees to promptly inform the Company (to the extent that Participant is legally permitted to do so) if Participant is asked to assist in any investigation of any member of the Company Group (or its actions) or another party attempts to obtain information or documents from Participant (other than in connection with any litigation or other proceeding in which Participant is a party-in-opposition) with respect to matters Participant believes in good faith to relate to any investigation of any member of the Company Group, in each case, regardless of whether a lawsuit or other proceeding has then been filed against any member of the Company Group with respect to such investigation, and shall not do so unless legally required. During the pendency of any litigation or other proceeding involving Claims, Participant shall not communicate with anyone (other than

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Participant’s attorneys and tax and/or financial advisors and except to the extent that Participant determines in good faith is necessary in connection with the performance of Participant’s duties hereunder) with respect to the facts or subject matter of any pending or potential litigation or regulatory or administrative proceeding involving any member of the Company Group without giving prior written notice to the Company or the Company’s counsel (to the extent Participant is legally permitted to do so). Upon presentation of appropriate supporting documentation, the Company shall pay or reimburse Participant for all reasonable out-of-pocket travel, duplicating or telephonic expenses incurred by Participant in complying with this Section 4.

5.Survival. The respective rights and obligations of the parties under Sections 3 and 4 of this Appendix shall survive any termination of Participant’s employment.

6.Assignment. This Appendix may be assigned, without the consent of Participant, by the Company to any of its affiliates or any person, partnership, corporation or other entity that has purchased all or substantially all of the assets of the Company, provided such assignee assumes any and all of the liabilities of the Company hereunder. The duties and responsibilities of Participant under this Appendix are of a personal nature and shall not be assignable or delegable in whole or in part by Participant.

7.Remedies Cumulative; No Waiver. No remedy conferred upon a party by this Appendix is intended to be exclusive of any other remedy, and each and every such remedy shall be cumulative and shall be in addition to any other remedy given under this Appendix or now or hereafter existing at law or in equity. No delay or omission by a party in exercising any right, remedy or power under this Appendix or existing at law or in equity shall be construed as a waiver thereof, and any such right, remedy or power may be exercised by such party from time to time and as often as may be deemed expedient or necessary by such party in its sole discretion.

8.Severability. If any provision of this Appendix or application thereof to anyone or under any circumstances is adjudicated to be invalid or unenforceable in any jurisdiction, such invalidity or unenforceability shall not affect any other provision or application of this Appendix which can be given effect without the invalid or unenforceable provision or application and shall not invalidate or render unenforceable such provision or application in any other jurisdiction. If any provision is held void, invalid or unenforceable with respect to particular circumstances, it shall nevertheless remain in full force and effect in all other circumstances.

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EX-10.3

EXHIBIT 10.3

AMENDED AND RESTATED INCENTIVE UNIT AGREEMENT

This AMENDED AND RESTATED INCENTIVE UNIT AGREEMENT (this “Agreement”), dated effective as of [●] (the “Restatement Date”), is entered into by and between Cure Aggregator, LLC, a Delaware limited liability company (“Aggregator”), Cure TopCo, LLC, a Delaware limited liability company (“Cure TopCo”) and [●] (“Executive”). This Agreement amends and restates in its entirety the Incentive Unit Agreement, dated effective as of the IPO Closing Date (as defined below), entered into by and between Aggregator, Cure TopCo and Executive (the “Prior Agreement”).

WHEREAS, on [●] (the “Date of Grant”), Aggregator issued to Executive [●] [Class B][Class C] Common Units of Aggregator (the “Incentive Units”), each of which corresponded to a [Class B][Class C] Common Unit of Cure TopCo (the “Corresponding Units”), pursuant to the terms of (1) that certain Incentive Unit Award [and Contribution] Agreement, dated as of [●], between Aggregator, Cure TopCo and Executive (the “Incentive Unit Agreement”), (2) the Third Amended and Restated Limited Liability Company Agreement of Aggregator, dated as of February 12, 2020 (the “Third Amended and Restated Aggregator LLC Agreement”), and (3) the Second Amended and Restated Limited Liability Company Agreement of Cure TopCo, dated as of November 27, 2019 (the “Second Amended and Restated LLC Agreement”);

WHEREAS, pursuant to that certain Reorganization Agreement, dated as of February 10, 2021 (the “Reorganization Agreement”), by and among Cure TopCo, Signify Health, Inc., a Delaware corporation (“Pubco”), and the other parties thereto, the parties thereto engaged in the Reorganization Transactions (as defined in the Reorganization Agreement) in connection with the IPO (as defined in the Cure TopCo LLC Agreement (as defined below));

WHEREAS, as part of the Reorganization Transactions, and pursuant to the Third Amended and Restated Limited Liability Company Agreement of Cure TopCo adopted on or around the IPO Closing Date (as defined in the Reorganization Agreement) (as amended from time to time, the “Cure TopCo LLC Agreement”) and the Fourth Amended and Restated Limited Liability Company Agreement of Aggregator adopted on or around the IPO Closing Date (as amended from time to time, the “Aggregator LLC Agreement”), all of the units of membership interest in Cure TopCo existing immediately prior to the Reorganization Transactions, including the Corresponding Units, were reclassified and converted into LLC Units (as defined in the Cure TopCo LLC Agreement) of Cure TopCo, and all of the units of membership interest in Aggregator existing immediately prior to the Reorganization Transactions, including the Incentive Units, were reclassified and converted into Units (as defined in the Aggregator LLC Agreement) of Aggregator; and

WHEREAS, to the extent that the Incentive Units and Corresponding Units were unvested and/or subject to forfeiture under the terms of the Incentive Unit Agreement, the Third Amended and Restated Aggregator LLC Agreement and the Second Amended and Restated LLC Agreement, as applicable, as of the IPO Closing Date, then such restrictions, as amended pursuant to this Agreement, continued to apply to the Units of Aggregator and the LLC Units of Cure TopCo issued in exchange for the Incentive Units and Corresponding Units, respectively, as reflected in this Agreement.

NOW, THEREFORE, in consideration of the mutual promises, covenants, and conditions contained in this Agreement, the Reorganization Agreement, the Cure TopCo LLC Agreement and the Aggregator LLC Agreement, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties covenant and agree as follows:

1.Capitalized Terms. The following capitalized terms, as used in this Agreement, have the meanings given to them in this Section 1. Other capitalized terms have the meanings given to them elsewhere in this Agreement or, if not so defined, in the Aggregator LLC Agreement or the Cure TopCo LLC Agreement, as applicable.

“Acceleration Event” means (i) a Change in Control or (ii) the NM Members or their respective direct or indirect parent entities, as applicable, ceasing to beneficially own, directly or indirectly, at least 25% of the outstanding Pubco Common Stock (as determined on a fully diluted basis).

“Base Equity Value” means [the aggregate investment of the Pre-Combination NM Members or their respective direct or indirect parent entities, as applicable, in the equity securities of Cure TopCo][the cumulative total of (i) the aggregate value of all equity securities held by the NM Members and their respective direct or indirect parent entities, as applicable, as of the closing of the transactions contemplated by the Combination Agreement (as amended, restated, supplemented or otherwise modified from time to time), dated as of November 14, 2019, by and between Cure TopCo and Remedy Partners, LLC, a Delaware limited liability company (formerly known as Remedy Partners, Inc.) (the “Combination Closing Date”) plus (ii) any additional investment in equity securities of Cure TopCo by the NM Members and their respective direct or indirect parent entities, as applicable, following the Combination Closing Date] (including (x) any cash dividend, (y) distribution, (z) the proceeds of any partial liquidation of Cure TopCo; but excluding (A) any fees or expense reimbursements under any applicable management or professional services agreement and (B) any fees and expenses realized in connection with any Change in Control).

“Board” means the Board of Directors of Pubco.

“Cash-on-Cash Return” means, without duplication, the cumulative aggregate gross cash return realized, and/or the fair market value of marketable securities received by the [Pre-Combination] NM Members or their respective direct or indirect parent entities, as applicable, in respect of the Base Equity Value, including, for the avoidance of doubt, any such return or securities received by the [Pre-Combination] NM Members or their direct or indirect parent entities, as applicable, on a disposition of Pubco Common Stock or of equity securities of the Company (whether such disposition is to Pubco or otherwise); provided that with respect to any disposition of Pubco Common Stock by the [Pre-Combination] NM Members, the Compensation Committee will make such determinations in good faith as are necessary to allocate the proceeds received on such disposition on a proportionate basis between the Cure TopCo Pubco Common Stock and the shares of Pubco Common Stock held by the [Pre-Combination] NM Members that are not Cure TopCo Pubco Common Stock.Any portion of any transaction consideration to be received by equityholders of Pubco that is subject to any contingency or future event including, without limitation, transaction escrow arrangement, holdback, installment arrangements or earnouts shall be included in Cash-on-Cash Return if, when and to the extent actually received by the [Pre-Combination] NM Members or, without duplication, their respective direct or indirect parent entities, as applicable. If the [Pre-Combination] NM Members or, without duplication, their respective direct or indirect parent entities, as applicable, receive non-marketable securities or other non-cash property pursuant to a distribution or as proceeds from their aggregate investment in equity securities of Cure TopCo, Executive shall be treated no less favorably than any other member of the Board of Directors of Cure TopCo or officer of Cure TopCo and its Affiliates who holds Incentive LLC Units with respect to the inclusion or exclusion of non-marketable securities or other non-cash property from Cash-on-Cash Return.

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“Cause” shall have the meaning ascribed to such term in the Employment Agreement or, if not so defined, “Cause” means (i) Executive’s indictment for, conviction of, or a plea of guilty or nolo contendere to, a (A) felony or (B) any crime of moral turpitude; (ii) Executive’s embezzlement, breach of fiduciary duty or fraud with regard to the Company Group or any of its assets or businesses; (iii) Executive’s continued failure to perform the duties of Executive’s position, in the reasonable judgment of the Board; (iv) Executive’s dishonesty, willful misconduct, or illegal conduct relating to the affairs of any member of the Company Group or its affiliates or any of its customers; (v) Executive’s breach of a material provision of this Agreement or any other contractual obligation to any member of the Company Group or its affiliates; or (vi) other conduct by Executive that may be harmful to the business, interests, or reputation of the Company Group, including any material violation of a Company Group policy. With respect to clauses (iii), (iv), (v), and (vi) above, Aggregator shall provide ten (10) days written notice to Executive of its intent to terminate for Cause, and during such ten (10) day period Executive shall have a right to cure (if curable). If not cured within such period (as determined in the reasonable judgment of the Board, the termination of Executive’s service will be effective upon the date immediately following the expiration of the ten (10) day notice period. Notwithstanding anything to the contrary contained herein, Executive’s right to cure as set forth above shall not apply if there are habitual or repeated breaches by Executive.

“Change in Control” means the occurrence of any one or more of the following events:

(i) any Person, other than any employee plan established by Pubco or any Subsidiary, Pubco or any of its Affiliates (including, for the avoidance of doubt, New Mountain Capital, LLC and its Affiliates), an underwriter temporarily holding securities pursuant to an offering of such securities, or an entity owned, directly or indirectly, by stockholders of Pubco in substantially the same proportions as their ownership of Pubco, is (or becomes, during any 12-month period) the “beneficial owner” (as such term is defined in Rule 13d-3 under the Securities Exchange Act of 1934), directly or indirectly, of securities of Pubco (not including in the securities beneficially owned by such Person any securities acquired directly from Pubco or its Affiliates other than in connection with the acquisition by Pubco or its Affiliates of a business) representing 50% or more of the total voting power of the stock of Pubco; provided that the provisions of this subsection (i) are not intended to apply to or include as a Change in Control any transaction that is specifically excepted from the definition of Change in Control under subsection (iii) below;

(ii) the consummation of a merger, amalgamation or consolidation of Pubco with any other corporation or other entity, or the issuance of voting securities in connection with such a transaction pursuant to applicable stock exchange requirements;provided that immediately following such transaction the voting securities of Pubco outstanding immediately prior thereto do not continue to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity of such merger or consolidation or parent entity thereof) 50% or more of the total voting power of Pubco’s stock (or, if Pubco is not the surviving entity of such transaction, 50% or more of the total voting power of the stock of such surviving entity or parent entity thereof); and provided,further, that such a transaction effected to implement a recapitalization of Pubco (or similar transaction) in which no Person is or becomes the “beneficial owner” (as such term is defined in Rule 13d-3 under the Securities Exchange Act of 1934), directly or indirectly, of securities of Pubco (not including in the securities beneficially owned by such Person any securities acquired directly from Pubco or its Affiliates other than in connection with the acquisition by Pubco or its Affiliates of a business) representing 50% or more of either the then-outstanding shares of Class A Common Stock or the combined voting power of Pubco’s then-outstanding voting securities shall not be considered a Change in Control; or

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(iii) the sale or disposition by Pubco of Pubco’s assets in which any Person acquires (or has acquired during the 12-month period ending on the date of the most recent acquisition by such Person) assets from Pubco that have a total gross fair market value equal to more than 50% of the total gross fair market value of all of the assets of Pubco immediately prior to such acquisition or acquisitions.

Notwithstanding the foregoing, (A) no Change in Control shall be deemed to have occurred if there is consummated any transaction or series of integrated transactions immediately following which the record holders of the Class A Common Stock immediately prior to such transaction or series of transactions continue to have substantially the same proportionate ownership in an entity which owns substantially all of the assets of Pubco immediately prior to such transaction or series of transactions, and (B) no Change in Control shall be deemed to have occurred upon the acquisition of additional control of Pubco by any Person that, prior to such transaction, directly or indirectly controls, is controlled by, or is under common control with, Pubco.

“Company Group” means, at any given time, Pubco, Cure TopCo, Aggregator and their Affiliates.

“Compensation Committee” means the Compensation Committee of the Board.

“Corresponding Class B Share” means, with respect to an Incentive LLC Unit, the share of Class B Common Stock that was issued to Executive pursuant to the Class B Securities Purchase Agreement entered into between Pubco and Executive and that corresponds to the Corresponding Incentive Unit (as defined below).

“Cure TopCo Pubco Common Stock” means the shares of Pubco Common Stock received by the [Pre-Combination] NM Members in connection with the Reorganization Transactions.

“Employment Agreement” means the applicable employment, retention or other employment letter agreement entered into between Executive and a member of the Company Group (or any predecessor entity).

[“Good Reason” shall have the meaning ascribed to such term in the Employment Agreement.]

“IPO Closing Date” has the meaning given to such term in the Reorganization Agreement.

“NM Members” shall mean (i) New Mountain Partners V, L.P. and its Affiliates in respect of their investment in Remedy Acquisition, LP, (ii) New Mountain Partners V (AIV-C), L.P., and (iii) New Mountain Partners V (AIV-C2), L.P., and their respective Affiliates, in each case, other than Pubco and its direct or indirect subsidiaries.

“Person” means any individual, corporation, partnership, limited liability company, trust, estate, joint venture, governmental authority or other entity.

“Pre-Combination NM Members” shall mean (i) New Mountain Partners V (AIV-C), L.P., and (ii) New Mountain Partners V (AIV-C2), L.P., and their respective Affiliates, in each case, other than Pubco and its direct and indirect subsidiaries.

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“Terminated” or “Terminates” means, with respect to Executive, a Termination of Employment or Service, as applicable.

“Termination of Employment or Service” means a termination of employment or service (for reasons other than a military or personal leave of absence granted by Cure TopCo) of Executive from the Company Group. Notwithstanding the foregoing, if no rights of Executive are reduced or adversely affected, the Compensation Committee may otherwise define Termination of Employment or Service thereafter, provided that any such change to the definition of the term “Termination of Employment or Service” does not subject the applicable Incentive LLC Units to Section 409A of the Code.

2.83(b) Elections. After the issuance of the Corresponding Incentive Units and the Incentive LLC Units as contemplated by the Prior Agreement, Aggregator executed and delivered to the Internal Revenue Service (the “IRS”) an election under Section 83(b) of the Code with respect to the Corresponding Incentive Units and Executive executed and delivered to the IRS an election under Section 83(b) of the Code substantially in the form attached hereto as Appendix A with respect to the Incentive LLC Units (together the “83(b) Elections”). Executive understands that under Section 83(b) of the Code, regulations promulgated thereunder, and certain IRS administrative announcements, in the absence of an effective election under Section 83(b) of the Code, the excess of the fair market value of any Incentive LLC Units, on the date on which any forfeiture restrictions applicable to such Incentive LLC Units lapse, over the price paid for such Incentive LLC Units, could be reportable as ordinary income at that time. For this purpose, the term “forfeiture restrictions” includes the restrictions on transferability and the vesting and reversion conditions imposed under Sections 3 and 4 of this Agreement. Executive understands that (i) in making an 83(b) Election, Executive may be taxed at the time the Incentive LLC Units were received under the Prior Agreement to the extent the fair market value of the Incentive LLC Units exceeded the price for such Incentive LLC Units and (ii) in order to be effective, the 83(b) Elections must have been filed with the IRS within thirty (30) days after February 12, 2021. Executive hereby acknowledges that: (x) the foregoing description of the tax consequences of the 83(b) Elections is not intended to be complete and, among other things, does not describe state, local or foreign income and other tax consequences; (y) none of Cure TopCo, Aggregator, the NM Members, any of their respective Affiliates or any of their respective partners, members, equityholders, directors, officers, employees, agents or representatives (each, a “Related Person”) has provided or is providing Executive with tax advice regarding the 83(b) Elections or any other matter, and Cure TopCo, Aggregator and the NM Members and their respective Affiliates have urged Executive to consult Executive’s own tax advisor with respect to income taxation consequences of receiving, holding and disposing of the Incentive LLC Units; and (z) none of Cure TopCo, Aggregator, the NM Members or any other Related Person has advised Executive to rely on any determination by it or its representatives as to the fair market value specified in the 83(b) Elections and will have no liability to Executive if the actual fair market value of the Incentive LLC Units on the date hereof exceeds the amount specified in the respective 83(b) Elections.

3.Incentive Units. The Units of Aggregator issued to Executive hereunder (the “Incentive LLC Units”) and the corresponding LLC Units of Cure TopCo issued to Aggregator (the “Corresponding Incentive Units”) are subject to the vesting conditions set forth in this Section 3. A portion of the Incentive LLC Units and Corresponding Incentive Units, as set forth on Appendix B, shall be subject to time-based vesting conditions (the “Time-Based Units”) and a portion of the Incentive LLC Units and Corresponding Incentive Units, as set forth on Appendix B, shall be subject to performance-based and time-based vesting conditions, as applicable (the “Performance-Based Units”). For purposes of this Agreement and the Aggregator LLC

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Agreement, the Incentive LLC Units and Corresponding Incentive Units which have become vested in accordance with this Section 3 shall be referred to herein as the “Vested Units” and the remaining Incentive LLC Units and Corresponding Incentive Units shall be referred to herein as the “Unvested Units.” The Incentive LLC Units are subject to the restrictions set forth in this Agreement.

3.1.Time-Based Units. Executive’s Time-Based Units shall continue to time vest in accordance with the vesting schedule set forth on Appendix B. Except as otherwise provided in this Agreement, there shall be no proportionate or partial vesting in the periods prior to each vesting date set forth on Appendix B and all vesting shall occur only on the applicable vesting date set forth on Appendix B, provided that Executive has not been Terminated prior to each applicable vesting date. Notwithstanding the foregoing, any Time-Based Units shall become fully vested upon the occurrence of an Acceleration Event, so long as Executive has not been Terminated prior to the date of such Acceleration Event.

3.2.Performance-Based Units. Executive’s Performance-Based Units shall vest on the earlier to occur of (i) the achievement by the [Pre-Combination] NM Members (and/or, without duplication, their direct and indirect parent entities) of the aggregate Cash-on-Cash Returns pursuant to the vesting schedule set forth on Appendix B (the “Milestone Condition”) or (ii) the satisfaction of a service-vesting condition pursuant to which the Performance-Based Units will vest with respect to 50% of such Performance-Based Units on March 7, 2023 and 50% of such Performance-Based Units on March 7, 2024 (the “Service Condition”); provided that Executive has not been Terminated prior to the earliest date on which vesting would occur. With respect to the Milestone Condition, there shall be no proportionate or partial vesting for levels of achievement of Cash-on-Cash Return between the performance thresholds set forth above, and all vesting shall occur on a cliff basis only to the extent that an applicable Cash-on-Cash Return threshold is achieved, and with respect to the Service Condition, except as otherwise provided in this Agreement, there shall be no proportionate or partial vesting in the periods prior to each vesting date set forth above and all vesting shall occur only on the applicable vesting date set forth above; provided, in each case, that Executive has not been Terminated prior to the applicable vesting date. For the avoidance of doubt, in the event that the applicable Cash-on-Cash Return is not achieved at any point in time, then the Performance-Based Units shall remain outstanding and eligible to continue to vest in accordance with this Section 3.2; provided that Executive has not been Terminated prior to the earliest date on which vesting would occur; and provided, further, that any Performance-Based Units that remain unvested at such time as the NM Members or their respective direct or indirect parent entities cease to control any Equity Securities of Pubco shall remain subject only to the satisfaction of the Service Condition.

3.3.[Tail Period. Notwithstanding anything in this Section 3 to the contrary, if Executive is Terminated by Cure TopCo without Cause [or resigns with Good Reason], any Unvested Units shall remain outstanding and eligible to vest for a period of [six (6) months] thereafter (such period, the “Tail Period”) and shall vest, if at all, upon the occurrence during the Tail Period of (i) in the case of the Time-Based Units, an Acceleration Event or (ii) in the case of the Performance-Based Units, the achievement of either (A) the Milestone Condition or (B) an Acceleration Event. For the avoidance of doubt, the unvested portion of the Time-Based Units or Performance-Based Units that do not vest during the Tail Period shall be cancelled and forfeited as of the expiration of the Tail Period, without any further action on the part of any party hereto.]

3.4.Call Rights. Except as otherwise provided in this Agreement, in the event of Executive’s Termination for any reason, Aggregator may repurchase from Executive and/or, as applicable, any of his or her Permitted Transferees the portion of the Incentive LLC Units that are Vested Units based on the most recent valuation under Section 409A of the Code obtained by

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Cure TopCo, subject to the sole discretion of the Board. For purposes of this Section 3.4, all requirements of Executive shall apply equally in full force and effect with respect to any Permitted Transferee.

3.4.1.Aggregator shall have a period of one hundred eighty (180) days (or such longer period as may be necessary to avoid changing the accounting treatment for the acquisition of the Incentive LLC Units being repurchased from an equity-based accounting treatment to a liability based accounting treatment (as contemplated by FASB ASC Topic 718)); provided that such period shall not exceed three hundred sixty-five (365) days following the date of Executive’s Termination, in which to give notice in writing to Executive of Aggregator’s election to exercise its repurchase rights hereunder and thirty (30) days after delivery of such notice to pay the repurchase price and consummate the repurchase transaction. For the sake of clarity, Aggregator may elect to repurchase any of the Incentive LLC Units of Executive and/or, as applicable, any of his or her Permitted Transferees in one or more separate transactions. The repurchase price, if any, payable pursuant to Aggregator’s exercise of its repurchase rights hereunder shall be paid (i) by delivery to Executive of wire transfer or a certified bank check or checks in the appropriate amount payable to the order of Executive; (ii) by the cancellation of any indebtedness owed by Executive to Aggregator, Cure TopCo or any of their Affiliates; or (iii) by issuance of an unsecured promissory note bearing interest (payable at maturity) at a simple rate per annum equal to the prime rate in effect at such time, with such note to have a maturity date of no greater than seven (7) years following its issuance and otherwise on customary terms and conditions for promissory notes of such type, including acceleration in the event of an Acceleration Event; or (iv) any combination of clauses (i), (ii) or (iii) of this Section 3.4.1, as determined in the sole discretion of Aggregator. Aggregator may choose to have a designee purchase any Incentive LLC Units elected by it to be purchased hereunder so long as Aggregator shall bear any reasonable costs and expenses of Executive in connection with the sale to such designee that Executive would not have otherwise incurred in connection with a sale to Aggregator. All references to Aggregator in this Section 3.4 shall refer to such designee as the context requires. Executive agrees to take all necessary and reasonable actions as directed by Aggregator in connection with the consummation of a repurchase pursuant to this Section 3.4, including executing the applicable repurchase documentation. Without limiting the generality of the foregoing, Aggregator shall be entitled to receive customary representations and warranties from Executive regarding the Incentive LLC Units being repurchased including, but not limited to, the representation that Executive has good and marketable title to the Incentive LLC Units to be repurchased free and clear of all liens, claims and other encumbrances.

3.5.Termination of Employment. If Executive’s employment or service relationship Terminates (other than in the case of a Termination for Cause), irrespective of whether Executive receives, in connection with such Termination, any severance or other payment from Cure TopCo or any of its Affiliates under any employment or service agreement or otherwise, the Incentive LLC Units, other than such portion that are Vested Units, shall terminate and be of no further force and effect as of and following the close of business on the date of such Termination[, unless otherwise provided for in Section 3.3]. Notwithstanding anything in this Agreement to the contrary, and in addition to the rights of Aggregator set forth in this Section 3.5 (or any other right Aggregator may have), the Incentive LLC Units, including the portion that are Vested Units, shall immediately be forfeited and cancelled, without any consideration being paid therefore and without further action by Aggregator or any other Person, upon a Termination of Executive by Cure TopCo or any of its Affiliates for Cause.

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4.Restrictions on Unvested Units; Forfeiture.

4.1.Executive may not offer or Transfer or agree to offer or Transfer, grant any call option with respect to, borrow against, or enter into any swap or derivative transaction with respect to any Incentive LLC Unit or any interest therein, unless such action is taken in accordance with Article VI of the Aggregator LLC Agreement. Any attempted or purported Transfer or other agreement in violation of this Agreement will be void ab initio.

4.2.Notwithstanding anything to the contrary in the Aggregator LLC Agreement, Executive shall not have the right to exercise (and agrees not to exercise or purport to exercise) the “Member Exchange” under the Aggregator LLC Agreement with respect to any Unvested Units.

4.3.If any Vested Units are purchased pursuant to the call right described in Section 3.4, then each Corresponding Class B Share shall simultaneously be forfeited to Pubco for no consideration in accordance with Article 4 of the Cure TopCo LLC Agreement. If any Unvested Units or Vested Units are forfeited upon Executive’s Termination of Employment or Service under Section 3, then each such Unvested Unit (and its Corresponding Class B Share) or Vested Unit (and its Corresponding Class B Share), as applicable, shall be immediately and automatically forfeited to Aggregator or Cure TopCo, as applicable (or, in the case of a Corresponding Class B Share, to Pubco), in each case free and clear of any liens, encumbrances or restrictions, concurrently with the Termination of Employment or Service, and shall no longer be deemed outstanding, without the payment of consideration or notice from Aggregator, Cure TopCo or Pubco and without the need for further action on the part of any Person.

4.4.Except as provided in this Agreement, from and after the IPO Closing Date, Executive shall have all the rights of a member of Aggregator with respect to the Incentive LLC Units and as a stockholder of Pubco with respect to the Corresponding Class B Shares, including the right to vote the Corresponding Class B Share in respect of a Vested Unit; provided, that any capital stock or securities of Aggregator or Pubco that Executive receives with respect to the Incentive LLC Units or Corresponding Class B Shares through a stock dividend, stock split, reverse stock split, recapitalization, or similar transaction will be subject to the same restrictions applicable to the Incentive LLC Units or Corresponding Class B Shares with respect to which such capital stock or other securities was distributed or received, as set forth in this Agreement. Executive will be the record owner of each Incentive LLC Unit until or unless such Incentive LLC Unit reverts to Aggregator as provided under this Agreement or is Transferred in accordance with the terms of this Agreement and the Aggregator LLC Agreement, and as record owner will be entitled to all rights granted to owners of the LLC Units of Aggregator, except as expressly provided under this Agreement or the Aggregator LLC Agreement.

4.5.The Corresponding Incentive Units and Incentive LLC Units shall be uncertificated unless otherwise determined by Cure TopCo, in the case of the Corresponding Incentive Units, or Aggregator, in the case of the Incentive LLC Units.

4.6.If Executive is not already a party to the Aggregator LLC Agreement, then Executive agrees that upon execution of this Agreement, Executive agrees to join and become a party to the Aggregator LLC Agreement and be fully bound by, and subject to all of the covenants, terms and conditions of the Aggregator LLC Agreement as though an original party thereto and Aggregator agrees to accept Executive as a party to the Aggregator LLC Agreement and that this Agreement shall serve as Executive’s joinder to the Aggregator LLC Agreement.

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4.7.By virtue of the issuance of the Incentive LLC Units hereunder and Executive’s execution of this Agreement, Executive shall be deemed to have granted a power of attorney to the Board of Directors of Aggregator with respect to all Incentive LLC Units owned by Executive and acquired by Executive hereunder, which power of attorney shall, for the avoidance of doubt, include a grant by Executive of a perpetual and irrevocable power of attorney to Aggregator, with full right, power and authority to take all actions necessary and/or desirable on behalf of Executive to effectuate the provisions of this Section 4.

5.Compensation Committee Discretion. The Compensation Committee shall in good faith make all determinations necessary or appropriate to determine whether the Incentive LLC Units shall have become vested. The Compensation Committee’s determinations shall be final, binding and conclusive upon all parties, absent manifest error or bad faith. The Compensation Committee may, in its sole discretion, provide for accelerated vesting of any portion of the Incentive LLC Units at any time and for any reason.

6.No Right to Continued Service. Executive agrees that no provision contained in this Agreement shall entitle Executive to remain employed by the Company Group, affect the right of the Company Group to Terminate Executive’s employment at any time, or confer on Executive any right to employment for a fixed term.

7.Restrictive Covenants. Executive hereby acknowledges and agrees that Executive will be subject to the restrictive covenants set forth in Appendix C which are incorporated herein by reference as if such provisions were set forth herein in full.

8.Executive Representations. Executive shall be deemed to acknowledge and make the following representations and warranties and as otherwise may be requested by Cure TopCo or Aggregator for compliance with applicable laws, and any issuances of Incentive LLC Units by Aggregator and any issuance of Corresponding Incentive Units by Cure TopCo hereunder shall be made in reliance upon the express representations and warranties of Executive:

8.1.Executive is acquiring and will hold the Incentive LLC Units to be issued hereunder for investment for Executive’s account only and not with a view to, or for resale in connection with, any “distribution” thereof within the meaning of the Securities Act or other applicable securities laws.

8.2.Executive will not Transfer the Incentive LLC Units in violation of this Agreement, the Aggregator LLC Agreement, the Securities Act (or the rules and regulations promulgated thereunder) or under any other applicable securities laws; provided that, the foregoing shall in no way limit Executive’s ability to Transfer the Incentive LLC Units pursuant to the provisions of the Aggregator LLC Agreement. Executive agrees that Executive will not Transfer the Incentive LLC Units to be issued hereunder unless and until Executive has complied with all requirements of this Agreement and the Aggregator LLC Agreement applicable to the disposition of such Incentive LLC Units.

8.3.Executive has had the opportunity to ask questions and receive answers from Cure TopCo and Aggregator concerning the terms and conditions of the issuance of the Incentive LLC Units and to obtain any additional information which Cure TopCo or Aggregator possesses or can acquire without unreasonable effort or expense that Executive has requested.

8.4.Executive is an experienced and sophisticated investor and has such knowledge and experience in financial and business matters as are necessary to evaluate the

9

merits and risks of an investment in the Incentive LLC Units and the Corresponding Incentive Units.

8.5.Executive has only relied on the advice of, or has consulted with, Executive’s own legal, financial and tax advisors, and the determination of Executive to acquire Incentive LLC Units pursuant to this Agreement has been made by Executive independent of any statements or opinions as to the advisability of such acquisition or as to the properties, business, prospects or condition (financial or otherwise) of Cure TopCo, Aggregator or any of their respective Subsidiaries which may have been made or given by any other Person (including all Persons acquiring Incentive LLC Units on the date hereof) or by any agent or employee of such Person and independent of the fact that any other Person has decided to become a holder of Incentive LLC Units.

8.6.Executive hereby represents and warrants that Executive is an “accredited investor” as defined in Rule 501(a)(6) of Regulation D of the Securities Act as the result of having (i) individual income in excess of $200,000 in each of 2019 and 2020, or joint income with Executive’s spouse in excess of $300,000 in each of 2019 and 2020, and (ii) a reasonable expectation of having individual income in excess of $200,000 in 2021, or joint income with Executive’s spouse in excess of $300,000 in 2021.

9.Specific Performance. Each of the parties agrees that any breach of the terms of this Agreement will result in irreparable injury and damage to the other parties, for which there is no adequate remedy at law. Each of the parties therefore agrees that in the event of a breach or any threat of breach, the other parties shall be entitled to an immediate injunction and restraining order to prevent such breach, threatened breach or continued breach, and/or compelling specific performance of this Agreement, without having to prove the inadequacy of money damages as a remedy or balancing the equities between the parties. Such remedies shall be in addition to any other remedies (including monetary damages) to which the other parties may be entitled at law or in equity. Each party hereby waives any requirement for the securing or posting of any bond in connection with any such equitable remedy.

10.Amendments and Waivers. The Board shall have the right to amend this Agreement with the consent of Executive; provided, however, that to the extent necessary under any applicable law, regulation, or exchange requirement, no amendment shall be effective unless approved by the members of Aggregator if required by applicable law, regulation, or exchange requirement.

11.Governing Law; Venue; Service of Process; Waiver of Jury Trials.

11.1.This Agreement shall be governed by, and construed in accordance with, the laws of the State of Delaware, without giving effect to any choice of law or conflict of law rules or provisions (whether of the State of Delaware or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of Delaware. Any dispute relating hereto shall be heard in the state or federal courts of Delaware, and the parties agree to jurisdiction and venue therein (it being understood and agreed that any order from any such court may be enforced in any other jurisdiction). Each of the parties hereto hereby waives, to the fullest extent permitted by law, any right to trial by jury of any claim, demand, action, or cause of action arising under or related to this Agreement whether now existing or hereafter arising, and whether in contract, tort, equity, or otherwise. The parties hereto each hereby agrees and consents that any such claim, demand, action, or cause of action shall be decided by court trial without a jury and that the parties hereto may file an original counterpart of a copy of this

10

Agreement with any court as written evidence of the consent of the parties hereto to the waiver of their right to trial by jury.

11.2.Executive (i) agrees that service of process in any such claim, demand, action, proceeding or cause of action arising under this Agreement may be effected by mailing a copy of such process by registered or certified mail (or any substantially similar form of mail), postage prepaid, to such party, in the case of Executive, at Executive’s address shown in the books and records of Aggregator or Cure TopCo, in the case of Aggregator, at Aggregator’s principal offices, attention General Counsel, or in the case of Cure TopCo, at Cure TopCo’s principal offices, attention General Counsel, and (ii) agrees that nothing in this Agreement shall affect the right to effect service of process in any other manner permitted by the laws of the State of Delaware.

12.Severability. Whenever possible, each provision of this Agreement shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Agreement is held to be invalid, illegal or unenforceable in any respect under any applicable law or rule in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other provision or any other jurisdiction, but this Agreement shall be reformed, construed and enforced in such jurisdiction as if such invalid, illegal or unenforceable provision had never been contained herein.

13.Notice. Unless otherwise provided herein, all notices, requests, demands, claims and other communications to be given or delivered under or by reason of the provisions of this Agreement shall be in writing and shall be deemed to have been duly received (a) upon receipt by hand delivery, (b) upon receipt after being mailed by certified or registered mail, postage prepaid, (c) the next business day after being sent via a nationally recognized overnight courier, or (d) upon confirmation of delivery if transmitted by electronic mail electronic mail in portable document format (PDF format) with an electronic read receipt requested, to the email address indicated (provided a copy thereof is also sent by one of the other methods described in this Section 13. Such notices, demands and other communications shall be sent to the address, email address or facsimile number indicated below:

(a)    If to Aggregator or Cure TopCo:

Cure Aggregator, LLC

Cure TopCo, LLC

c/o New Mountain Capital, L.L.C.

787 Seventh Avenue

New York, NY 10019

Attention:    Vignesh Aier and Kyle Peterson

E-mail:        vaier@newmountaincapital.com

kpeterson@newmountaincapital.com

    Cure TopCo, LLC

    4055 Valley View Lane, Suite 400

    Dallas, Texas 75244

    Attention:    Bradford Kyle Armbrester and Steven Senneff

    Email:        karmbrester@signifyhealth.com

ssenneff@signifyhealth.com

    with a copy (with shall not constitute notice) to:

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    David Polk & Wardwell, LLP

    450 Lexington Avenue

    New York, NY 10017

    Attention:    Shane Tintle and Jeffrey P. Crandall

    Email:        shane.tintle@davispolk.com

jeffrey.crandall@davispolk.com

(b)    If to Executive, at the most recent address or electronic mail address contained in     the Aggregator’s and Cure TopCo’s records.

14.Dispute Resolution. Any dispute or disagreement which may arise under, or as a result of, or which may in any way relate to, the interpretation, or construction or of this Agreement shall be determined by the Compensation Committee, in good faith, whose determination shall be final, binding and conclusive for all purposes.

15.Successors and Assigns. This Agreement shall be binding on, inure to the benefit of and be enforceable by Cure TopCo, Aggregator, Executive and their respective personal representatives, heirs, successors and assigns (including all subsequent holders of one or more of the Incentive LLC Units). Any Person acquiring or claiming an interest in an Incentive LLC Unit, in any manner whatsoever, shall be subject to and bound by all terms, conditions and restrictions of this Agreement without regard to whether such Person has executed a counterpart hereof or any other document contemplated hereby.

16.Notice. All notices, consents, waivers and other communications required or permitted by this Agreement shall be in writing and shall be deemed given to a party when delivered or sent in accordance with Section 9.5 of the Aggregator LLC Agreement (to, in the case of Executive, the address kept on file in Cure TopCo’s or Aggregator’s records).

17.Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed to be an original but all of which together will constitute one and the same instrument. A facsimile or portable document format (PDF) copy of a counterpart signature page to this Agreement shall be deemed an original for all purposes.

18.Entire Agreement. This Agreement sets forth the entire agreement of the parties hereto with respect to the subject matter contained herein and supersede all prior agreements, promises, covenants, arrangements, communications, representations or warranties, whether oral or written, by any officer, member, manager or representative of any party hereto in respect of such subject matter. Without limiting the forgoing, this Agreement supersedes and replaces the Prior Agreement and the Incentive Unit Agreement (other than with respect to any restrictive covenants set forth therein) which shall be of no further force and effect.

19.Transfer of Personal Data. Executive authorizes, agrees and unambiguously consents to the transmission by Cure TopCo or Aggregator (or any Affiliate of Cure TopCo or Aggregator) of any personal data information related to the Incentive LLC Units awarded under this Agreement for legitimate business purposes. This authorization and consent is freely given by Executive.

20.Effectiveness. This Agreement shall be effective as of the Restatement Date.

[Signature Page Follows]

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SIGNATURE PAGE

TO

INCENTIVE UNIT AGREEMENT

    IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the date first above written.

                            Print Name:

CURE TOPCO, LLC

By:     

Name:

Title:     

CURE AGGREGATOR, LLC

By:     

Name:

Title:     

Appendix A

ELECTION TO INCLUDE AMOUNT IN GROSS INCOME PURSUANT TO
SECTION 83(b) OF THE INTERNAL REVENUE CODE

On February 12, 2021, the undersigned acquired [●] LLC Units (the “Incentive LLC Units”) of Cure Aggregator, LLC, a Delaware limited liability company (“Aggregator”) for $[●] per Incentive LLC Unit. The total amount paid by the undersigned for the Incentive LLC Units was $[●]. The Incentive LLC Units are subject to a substantial risk of forfeiture (described below)that may not be avoided by a transfer of the Incentive LLC Units to another person and are also subject to certain restrictions on transfer.

The undersigned desires to make an election to have the receipt of the Incentive LLC Units taxed under the provisions of Code §83(b) at the time the undersigned acquired the Incentive LLC Units.

Therefore, pursuant to Code §83(b) and Treasury Regulation §1.83-2 promulgated thereunder, the undersigned hereby makes an election, with respect to the Incentive LLC Units (described below), to report as taxable income for calendar year 2021 the excess (if any) of the Incentive LLC Units’ fair market value on February 12, 2021 over the purchase price thereof.

The following information is supplied in accordance with Treasury Regulation §1.83-2(e):

1.The name, address and social security number of the undersigned:

Name:    [●]

Address: [●]

SSN:    ____________________________

2.A description of the property with respect to which the election is being made: [●] LLC Units of Aggregator.

3.The date on which the Incentive LLC Units were transferred: February 12, 2021. The taxable year for which such election is made: 2021.

4.The restrictions to which the property is subject: Under certain circumstances, the Incentive LLC Units may be forfeited.

5.The fair market value on February 12, 2021 of the property with respect to which the election is being made, determined in accordance with IRS Revenue Procedure 93-27 and without regard to any lapse restrictions: $[●] per Incentive LLC Unit.

6.The amount paid or to be paid for such property: $[●]per Incentive LLC Unit.

* * * * *

A copy of this election has been furnished to Aggregator pursuant to Treasury Regulations §1.83-2(d).

Dated: _____________, 2021

____________________________

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Appendix B

Number of Incentive LLC Units: [●]

Number of Corresponding Incentive Units: [●]

Number of Time-Based Units: [●]

Number of Performance-Based Units: [●]

Time-Based Unit Vesting Schedule:

25%     on [●]

25%     on [●]

25%     on [●]

25%     on [●]

Performance-Based Unit Milestone Condition Vesting Schedule:

Percentage Vesting	Cash-on-Cash Return
[●]	[●] times the Base Equity Value
[●]	[●] times the Base Equity Value

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Appendix C

Restrictive Covenants

1.Definitions. Capitalized terms not defined herein shall have the meaning set forth in the Amended and Restated Incentive Unit Agreement (the “Agreement”) to which this Appendix C (this “Appendix”) is appended. For purposes of this Appendix:

(a)“Business” means any line of business in which any member of the Company Group is engaged during Executive’s employment, or, with respect to the portion of the Restricted Period that follows termination of Executive’s employment, at the time of such termination.

(b)“Company” means Signify Health, Inc., a Delaware corporation (including its successors and assigns).

(c)“Company Group” means the Company, its subsidiaries and its affiliates.

(d)“Confidential Information” means any non-public, proprietary or confidential information, including, without limitation, trade secrets, know-how, research and development, software, databases, inventions, processes, methods, procedures, computer programs and architecture, formulae, technology, designs, customer information, lists and identities, employee lists and identities, methodologies, contractual forms, Works and other Intellectual Property, information concerning finances, investments, profits, pricing, costs, products, services, vendors, customers, clients, partners, investors, personnel, compensation, recruiting, training, advertising, sales, marketing, promotions, government and regulatory activities and approvals, in each case, concerning the past, current or future business, activities and operations of the Company Group and/or any third party that has disclosed or provided any of same to the Company Group on a confidential basis, and other information, whether tangible or intangible. Notwithstanding the foregoing, “Confidential Information” shall not include any information that is or becomes (A) generally known to the public other than as a result of Executive’s breach of this or any other confidentiality covenant; or (B) required by law to be disclosed; provided that with respect to subsection (B), Executive shall, to the extent permitted by law, give prompt written notice to the Company of such requirement, disclose no more information than is so required, and reasonably cooperate at the Company’s sole expense with any attempts by the Company to obtain a protective order or similar treatment.

(e)“Intellectual Property” means any and all patents, invention disclosures, invention registrations, ideas, trademarks, service marks, trade names, corporate names, trade dress, certification marks, logos, domain names, social media identifiers or accounts, rights of publicity, copyrights, derivative works, mask works, trade secrets, know-how, software, and all other intellectual property and proprietary rights recognized by any applicable law of any jurisdiction, and all registrations and applications for registration of, improvements to the inventions disclosed in each such issuance, patent or patent application and all rights to claim priority (including under the Paris Convention) to and all goodwill associated with the foregoing, including rights in copies and embodiments of any of the foregoing (whether electronic or tangible) and rights to sue or recover and retain damages and costs and attorneys’ fees for past, present and future infringement, misappropriation or other violation of any of the foregoing.

(f)“Moral Rights” means any rights to claim authorship of a work, to object to or prevent the modification or destruction of a work, or to withdraw from circulation or control the publication or distribution of a work, and any similar right, existing under any applicable law of any jurisdiction, regardless of whether or not such right is denominated or generally referred to as a “moral right.”

(g)“Restricted Area” means (A) any geographic area in which any member of the Company Group does business during Executive’s employment with the Company Group or (B) within twenty five (25) miles of any location where any member of the Company Group has one or more clients or customers during Executive’s employment with the Company Group or, with respect to the portion of the Restricted Period that follows the termination of Executive’s employment with the Company Group, at the time of such termination.

(h)“Restricted Period” means the 12 month period immediately following the date of the cessation of Executive’s employment with the Company Group for any reason.

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(i)“Restricted Employee” means any employee of the Company Group, or any person who was an employee of the Company Group at any time during the six months prior to the date such person is to be so hired, solicited or contacted (other than any person who was terminated by any member of the Company Group without cause prior to being so hired, solicited or contacted), in each case that is not a Senior Restricted Employee.

(j)“Senior Restricted Employee” means any C-level executive officer of any member of the Company Group.

(k)“Works” means any and all works of authorship, inventions, discoveries, materials, processes, methods, documents or other work product (including without limitation, research, reports, software, data, databases, programs, apparatus, designs, systems, applications, presentations, textual works, content, or audiovisual materials and the like).

2.Scope and Reasonableness. The Executive acknowledges and agrees that (a) the covenants of Executive set forth in this Appendix constitute a material inducement for the Company to execute and deliver the Agreement, and (b) irreparable harm would result to the Company and the Company Group as a result of a violation or breach by Executive of the obligations set forth in this Appendix. Executive acknowledges and agrees that the restrictions contained in this Appendix, including, with respect to the definition of the Business, the Restricted Area and the Restricted Period, are reasonable in all respects, including for the purpose of preserving for the Company’s and each member of the Company Group’s proprietary rights, going business value and goodwill of the Company Group and the Business, and do not constitute an unreasonable restriction on Participant’s ability to earn a living.

3.Restrictive Covenants and Representations.

(a)Confidential Information.

(i)Subject to Section 3(a)(v) and Section 3(d), Executivewill not at any time (A) retain or use for the benefit, purposes or account of Executiveor any other person outside of the Company Group, or in any manner adverse to the interests of the Company Group, any Confidential Information; or (B) disclose, divulge, reveal, communicate, share, transfer or provide access to any person outside of the Company Group any Confidential Information (other than in performance of Executive’sduties during Executive’s employment and/or service with the Company Group and pursuant to customary industry practice), without the prior written authorization of the Board of Directors of the Company. Executivewill take all action reasonably necessary to protect the Confidential Information from being disclosed to anyone other than persons authorized by the Company Group.

(ii)Except as required by law, Executivewill not disclose to anyone, other than Executive’s family (it being understood that, in this Section 3, the term “family” refers to Executive, Executive’s spouse, children, parents and spouse’s parents) and advisors, the existence or contents of this Appendix; provided that Executivemay disclose to any prospective future employer the provisions of this Section 3. This Section 3(a)(ii) shall terminate if a member of the Company Group publicly discloses a copy of this Appendix (or, if a member of the Company Group publicly discloses summaries or excerpts of this Appendix, to the extent so disclosed).

(iii)All Confidential Information shall remain the sole and exclusive property of the applicable Company Group. To the extent that Executiveacquires any right, title or interest in or to any Confidential Information, Executivehereby irrevocably assigns, transfers, conveys and delivers to the applicable member of the Company Group all such right, title and interest in and to such Confidential Information.

(iv)Upon termination of Executive’semployment with the Company Group for any or no reason, Executiveshall (A) cease and not thereafter commence use of any Confidential Information or Intellectual Property (including without limitation, any patent, invention, copyright, trade secret, trademark, trade name, logo, domain name or other source indicator) owned or used by the Company Group; and (B) immediately destroy, delete, or return to the Company, at the Company’s option, all originals and copies in any form or medium (including documents, memoranda, books, papers, plans, computer files, letters, email and computer disks or tapes, whether machine or user readable, and other data) in Executive’s possession or control (including any of the foregoing stored or located in Executive’s office, home, laptop or other computer, whether or not Company Group property) that contain Confidential Information. At the time Executivereturns or destroys such copies of Confidential

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Information, Executivewill acknowledge to the Company Group, in writing and under oath, that Executivehas complied with the terms of this Appendix.

(v)18 U.S.C. § 1833(b) provides: “An individual shall not be held criminally or civilly liable under any Federal or State trade secret law for the disclosure of a trade secret that (A) is made (i) in confidence to a Federal, State, or local government official, either directly or indirectly, or to an attorney; and (ii) solely for the purpose of reporting or investigating a suspected violation of law; or (B) is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal.” Nothing in this Section 3 is intended to conflict with 18 U.S.C. § 1833(b) or create liability for disclosures of trade secrets that are expressly allowed by 18 U.S.C. § 1833(b). Accordingly, the parties to this Appendix have the right to disclose in confidence trade secrets to federal, state, and local government officials, or to an attorney, for the sole purpose of reporting or investigating a suspected violation of law. The parties also have the right to disclose trade secrets in a document filed in a lawsuit or other proceeding, but only if the filing is made under seal and protected from public disclosure.

(b)Non-Competition/Non-Solicitation.

(i)    While Executiveis employed by the Company Group and during the Restricted Period, Executiveagrees to not, directly or indirectly, whether as owner, partner, investor, consultant, agent, employee, co-venturer or otherwise, carry on, own, manage, operate, participate in, provide services to, or be employed or engaged in any capacity by any person or entity engaged in the Business within the Restricted Area (“Competing Business”), provided that, Executivemay (x) collectively own less than 1% of the outstanding shares of any class of securities of any enterprise (but without otherwise participating in the activities of such enterprise) if such securities are listed on any national or regional securities exchange and have been registered under Section 12(g) of the Securities Exchange Act of 1934, as amended and (y) following the cessation of Executive’s employment with the Company Group, be employed or engaged by or provide services to a Competing Business so long as (1) Executiveworks for or provides services to a division or subsidiary that is not itself engaged in the Business and (2) Executiveis not employed or engaged in any capacity similar or related to the capacity in which Executivewas employed by the Company Group for the two-year period immediately preceding the date of Executive’s cessation of employment. Competing Businesses include, without limitation, Matrix Medical Network, naviHealth, OptumCare, Fusion5, Archway, Sound Physicians, Change Healthcare, Aver, Cognizant, Cedar Gate, Aledade, Evolent Health, Privia Health, Collaborative Health Systems (under WellCare), Imperium Health Management, Clover Health, Premier and VillageMD. While Executiveis employed by the Company Group and during the Restricted Period, Executiveagrees not to, either alone or in conjunction with Executive’s affiliates, directly or indirectly solicit, induce or attempt to induce any Senior Restricted Employee or Restricted Employee to leave the employ or service of any member of the Company Group, hire any Senior Restricted Employee or Restricted Employee, or in any way interfere with the employee relationship between the Company Group and any such Senior Restricted Employee or Restricted Employee, provided that, the foregoing restriction not to solicit (but not, for the avoidance of doubt, the restrictions on hiring, inducement or interference) shall not be violated by general advertising or solicitation not specifically targeted at any Senior Restricted Employee or Restricted Employee.

(ii)    While Executiveis employed by the Company Group and during the Restricted Period, Executiveshall not, either alone or in conjunction with Executive’s affiliates, directly or indirectly, (A) solicit, induce or service, attempt to solicit, induce or service, or assist in soliciting, inducing or servicing, the business of any then current or prospective client, supplier, licensee, licensor or other business relation of any member of the Company Group in a manner which (x) induces such person not to do business with, (y) induces such person to cease doing business with, or (z) reduces the amount of business conducted with, any member of the Company Group, or (B) in any way interferes with the relationship between any then current or prospective client, supplier, licensee, licensor or other business relation of any member of the Company Group:

(1)with whom Executivehad personal contact or dealings in furtherance of the Business on behalf of any member of the Company Group during the one-year period immediately preceding Executive’s termination of employment;

(2)about whom Executivehad knowledge of any member of the Company Group’s plans, pricing or Confidential Information with respect to such person;

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(3)with whom employees reporting to Executivehave had personal contact or dealings on behalf of any member of the Company Group during the one-year period immediately preceding Executive’s termination of employment; or

(4)for whom Executivehad direct or indirect responsibility during the one-year period immediately preceding Executive’s termination of employment.

(c)Intellectual Property.

(i)        Executiveshall promptly and fully disclose in writing to the Company Group any and all Works and any and all Intellectual Property that Executiveconceives, creates, invents, designs, develops, contributes to, improves or reduces to practice, either alone or with one or more third parties, at any time during Executive’s employment with any member of the Company Group (i) that are within the scope of such employment, (ii) with the use of any resources, trade secrets, know-how or other Confidential Information of the Company Group or (iii) that otherwise relate to the Company Group’s business or actual or demonstrably anticipated research or development (collectively, “Newly Developed Works”). Executivealso acknowledges and agrees that the Company Group solely and exclusively owns any and all Works and Intellectual Property that Executiveconceived, created, invented, designed, developed, contributed to, improved or reduced to practice, either alone or with one or more third parties, at any time prior to the date hereof, (A) that were within the scope of his or her employment with the Company Group, (B) with the use of any resources trade secrets, know-how or other confidential information of the Company Group or its subsidiaries or (C) that otherwise related to the Company Group’s business or actual or demonstrably anticipated research or development (“Previously Developed Works” and together with Newly Developed Works, “Company Works”).

(ii)        Executiveacknowledges and agrees that the Company Group has and will continue to have sole exclusive title and ownership rights in and to all Company Works. Executivehereby irrevocably assigns, transfers, conveys and delivers, to the maximum extent permitted by applicable law, all of Executive’s right, title, and interest in, to and under Company Works (including rights under patent, industrial property, copyright, trademark, trade secret, unfair competition, other Intellectual Property laws, and related laws) to the Company, to the extent ownership of any such rights does not vest originally in the Company. Executiveacknowledges and agrees that, with respect to any Company Works that may qualify as a Work Made for Hire as defined in 17 U.S.C. § 101 or other applicable law, such Company Work is and will be deemed a Work Made for Hire and the Company will have the sole and exclusive right to all Intellectual Property related thereto (or, in the event that any such Company Work does not qualify as a Work Made for Hire, all Intellectual Property related thereto is automatically assigned to the Company as above). If Executivecreates any written records (in the form of notes, sketches, drawings, or any other tangible form or media) of any Company Works, Executivewill keep and maintain same. The records will be available to and remain the sole property and intellectual property of the Company at all times.

(iii)        Executiveshall take all reasonably requested actions and execute all reasonably requested documents (including any licenses or assignments required by a government contract) at the Company’s expense (but without further remuneration) to assist the Company in validating, maintaining, protecting, enforcing, perfecting, recording, patenting or registering any of the Company’s rights in the Company Works.

(iv)        Executiveshall not improperly use for the benefit of, bring to any premises of, divulge, disclose, communicate, reveal, transfer or provide access to, or share with the Company or its subsidiaries any confidential, proprietary or non-public information or Intellectual Property relating to a former employer or other third party without the prior written permission of such third party. Executiveshall comply with all relevant policies and guidelines of the Company and its subsidiaries that are from time to time previously disclosed to Executive, including regarding the protection of Confidential Information and Intellectual Property and potential conflicts of interest.

(v)        Set forth in Exhibit A(Prior Inventions) attached hereto is a complete list of all Works and Intellectual Property that Executive, alone or jointly with others, conceived, developed, created, invented, designed, developed, contributed to, improved or reduced to practice prior to the commencement of Executive’s employment with the Company Group, that are Executive’s property, and that the Company acknowledges and agrees are excluded from the scope of this Appendix (collectively, “Prior Inventions”). If disclosure of any such Prior Invention would cause Executiveto violate any prior confidentiality agreement,

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Executiveunderstands that Executiveis not to list such Prior Inventions in Exhibit A but is only to disclose where indicated a cursory name for each such Prior Invention, a listing of each person or entity to whom it belongs, and the fact that full disclosure as to such Prior Inventions has not been made for that reason (it being understood that, if no Invention or disclosure is provided in Exhibit A, Executivehereby represents and warrants that there are no Prior Inventions). If, in the course of Executive’s employment with the Company Group, Executiveincorporates any Prior Invention into any Company Group product, process or machine or otherwise uses any Prior Invention, Executivehereby grants to the Company Group a worldwide, non-exclusive, irrevocable, perpetual, fully paid-up and royalty-free license (with rights to sublicense through multiple tiers of sublicensees) to use, reproduce, modify, make derivative works of, publicly perform, publicly display, make, have made, sell, offer for sale, import and otherwise exploit such Prior Invention for any purpose.

(vi)        To the extent Executivemay do so under applicable law, Executivehereby waives and agrees never to assert any Moral Rights that Executivemay have in or with respect to any Company Works, even after termination of any work on behalf of the Company Group.

(vii)    The provisions of Section 3(c) hereof shall survive the termination of Executive’s employment for any or no reason.

(d)Whistleblower Protection. Notwithstanding anything to the contrary contained in this Appendix (including Section 3), no provision of this Appendix shall be interpreted so as to impede Executivefrom reporting possible violations of federal law or regulation to any governmental agency or entity, including but not limited to the Department of Justice, the Securities and Exchange Commission, the Congress, and any agency Inspector General, or making other disclosures under the whistleblower provisions of federal law or regulation. Executivedoes not need the prior authorization of any member of the Company Group to make any such reports or disclosures, and Executiveshall not be not required to notify any member of the Company Group that such reports or disclosures have been made. The Company Group may not retaliate against Executivefor any of these activities, and nothing in this Appendix or otherwise requires Executiveto waive any monetary award or other payment that Executivemight become entitled to from the Securities and Exchange Commission or any other governmental entity or self-regulatory organization.

(e)Blue Pencil. It is the desire and intent of the parties that the provisions of this Section 3 shall be enforced to the fullest extent permissible under the laws and policies in the jurisdiction in which enforcement is sought. Accordingly, if any particular provision or clause of this Section 3 shall be adjudicated to be invalid or unenforceable, then such provision or clause shall be deemed amended to delete therefrom the portion thus adjudicated to be invalid or unenforceable or modified to permit its enforcement to the maximum extent permitted by law.

(f)Equitable Relief and Other Remedies. Executiveacknowledges and agrees that a breach of this Section 3 may result in material and irreparable injury to the Company Group and that the Company’s remedies at law for a breach or threatened breach of any of the provisions of Section 3 of this Appendix would be inadequate and, in recognition of this fact, Executiveagrees that, in the event of such a breach or threatened breach, in addition to any remedies at law, the Company Group, without posting any bond or other security, shall be entitled to obtain equitable relief in the form of specific performance, a temporary restraining order, a temporary or permanent injunction or any other equitable remedy which may then be available, without the necessity of showing actual monetary damages.

(g)Return of Property. Upon termination of Executive’s employment with the Company Group for any reason whatsoever, voluntarily or involuntarily (and in all events within five (5) days of Executive’s date of termination), and at any earlier time the Company requests, Executivewill deliver to the person designated by the Company all originals and copies of all documents and property of the Company Group in Executive’s possession, under Executive’s control or to which Executivemay have access, including but not limited to, any office or communications equipment (e.g., laptop, cellular phone, etc.) that Executivehas or has been using, and any business or business-related files that Executivehas in Executive’s possession. Executivewill not reproduce or appropriate for Executive’s own use, or for the use of others, any property or Confidential Information, and shall remove from any personal computing or communications equipment all information relating to the Company Group.

(h)Non-Disparagement. While Executiveis employed by the Company Group and thereafter, Executiveagrees that Executivewill not disparage any member of the Company Group or any of its officers,

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directors, investors, employees, and agents, and its and their respective successors and assigns, heirs, executors, and administrators, or make any public statement reflecting negatively on any member of the Company Group or any of its officers, directors, investors, employees, and agents, and its and their respective successors and assigns, heirs, executors, and administrators, to third parties, including, but not limited to, any matters relating to the operation or management of the Company Group, irrespective of the truthfulness or falsity of such statement. The foregoing limitation shall not be violated by truthful statements in response to legal process, required governmental testimony or filings, or administrative or arbitral proceedings (including, without limitation, depositions in connection with such proceedings), and the foregoing limitation on the Company’s executives and directors shall not be violated by statements that they in good faith believe are necessary or appropriate to make in connection with performing their duties and obligations to the Company.

(i)Executive Representation. Executiverepresents and warrants to the Company that there are no restrictions, agreements or understandings whatsoever to which Executiveis a party which would prevent or make unlawful Executive’s execution of this Appendix or Executive’s employment with the Company Group, which is or would be inconsistent or in conflict with this Appendix or Executive’s employment with the Company Group, or would prevent, limit or impair in any way the performance by Executiveof the obligations hereunder or otherwise to the Company Group. In addition, Executivehas disclosed to the Company all restraints, confidentiality commitments and other employment restrictions that Executivehas with any other employer, person or entity. Executivecovenants that in connection with Executive’s provision of services to the Company Group, Executiveshall not breach any obligation (legal, statutory, contractual or otherwise) to any former employer or other person, including, but not limited to, obligations relating to confidentiality and proprietary rights.

(j)Tolling. In the event of any violation of the provisions of this Section 3, Executiveacknowledges and agrees that the post-termination restrictions contained in this Section 3 shall be extended by a period of time equal to the period of such violation, it being the intention of the parties hereto that the running of the applicable post-termination restriction period shall be tolled during any period of such violation.

4.Cooperation. During the Executive’s employment with the Company Group and thereafter, Executive shall cooperate with the Company Group, upon the Company’s reasonable request and sole expense, with respect to any investigation (including any internal investigation) or administrative, regulatory or judicial proceeding involving matters within the scope of Executive’s duties and responsibilities to the Company Group (including, without limitation, Executive being available to the Company upon reasonable notice for interviews and factual investigations, appearing at the Company’s reasonable request to give testimony without requiring service of a subpoena or other legal process, and turning over to the Company all relevant Company documents which are or may come into Executive’s possession) (collectively, the “Claims”). To the extent permitted by law, Executive agrees to promptly inform the Company if Executive becomes aware of any lawsuits involving Claims that may be filed or threatened against any member of the Company Group. Executive also agrees to promptly inform the Company (to the extent that Executive is legally permitted to do so) if Executive is asked to assist in any investigation of any member of the Company Group (or its actions) or another party attempts to obtain information or documents from Executive (other than in connection with any litigation or other proceeding in which Executive is a party-in-opposition) with respect to matters Executive believes in good faith to relate to any investigation of any member of the Company Group, in each case, regardless of whether a lawsuit or other proceeding has then been filed against any member of the Company Group with respect to such investigation, and shall not do so unless legally required. During the pendency of any litigation or other proceeding involving Claims, Executive shall not communicate with anyone (other than Executive’s attorneys and tax and/or financial advisors and except to the extent that Executive determines in good faith is necessary in connection with the performance of Executive’s duties hereunder) with respect to the facts or subject matter of any pending or potential litigation or regulatory or administrative proceeding involving any member of the Company Group without giving prior written notice to the Company or the Company’s counsel (to the extent Executive is legally permitted to do so). Upon presentation of appropriate supporting documentation, the Company shall pay or reimburse Executive for all reasonable out-of-pocket travel, duplicating or telephonic expenses incurred by Executive in complying with this Section 4.

5.Survival. The respective rights and obligations of the parties under Sections 3 and 4 of this Appendix shall survive any termination of Executive’s employment.

6.Assignment. This Appendix may be assigned, without the consent of Executive, by the Company to any of its affiliates or any person, partnership, corporation or other entity that has purchased all or substantially all of the assets of the Company, provided such assignee assumes any and all of the liabilities of the Company hereunder. The

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duties and responsibilities of Executive under this Appendix are of a personal nature and shall not be assignable or delegable in whole or in part by Executive.

7.Remedies Cumulative; No Waiver. No remedy conferred upon a party by this Appendix is intended to be exclusive of any other remedy, and each and every such remedy shall be cumulative and shall be in addition to any other remedy given under this Appendix or now or hereafter existing at law or in equity. No delay or omission by a party in exercising any right, remedy or power under this Appendix or existing at law or in equity shall be construed as a waiver thereof, and any such right, remedy or power may be exercised by such party from time to time and as often as may be deemed expedient or necessary by such party in its sole discretion.

8.Severability. If any provision of this Appendix or application thereof to anyone or under any circumstances is adjudicated to be invalid or unenforceable in any jurisdiction, such invalidity or unenforceability shall not affect any other provision or application of this Appendix which can be given effect without the invalid or unenforceable provision or application and shall not invalidate or render unenforceable such provision or application in any other jurisdiction. If any provision is held void, invalid or unenforceable with respect to particular circumstances, it shall nevertheless remain in full force and effect in all other circumstances.

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EX-10.4

EXHIBIT 10.4

SIGNIFY HEALTH, INC.

AMENDED AND RESTATED NOTICE OF SUBSTITUTE NON-STATUTORY STOCK OPTION GRANT

Signify Health, Inc., a Delaware corporation (the “Company”), hereby amends and restates in its entirety the Notice of Substitute Non-Statutory Stock Option Grant (the “Prior Notice”) and the Substitute Non-Statutory Stock Option Agreement attached hereto (the “Prior Agreement”) pursuant to which it granted to the participant identified below (the “Participant”) on the date of grant set forth below (the “Date of Grant”) non-qualified stock options (the “Signify Stock Options”) to purchase the number of shares of Class A common stock, par value $0.01, of the Company (“Signify Class A Shares”) set forth below, with an exercise price per Signify Class A Share set forth below. The Signify Stock Options are subject to all of the terms and conditions set forth in this Amended and Restated Notice of Substitute Non-Statutory Stock Option Grant (this “Notice”), the Amended and Restated Substitute Non-Statutory Stock Option Agreement attached hereto (the “Agreement”), and the Signify Health, Inc. Amended and Restated 2019 Equity Incentive Plan (the “Plan”), each of which is incorporated herein in its entirety. Capitalized terms not otherwise defined herein shall have the meaning set forth in the Agreement or Plan, as applicable.

The Signify Stock Options were granted in connection with the initial public offering of Signify Class A Shares (the “Signify IPO”) and the entry into that certain Agreement and Plan of Merger, dated as of February 12, 2021, by and among the Company, New Remedy Corp., a Delaware corporation (“New Remedy”) and Merger Sub 2, Inc., a Delaware corporation (the “New Remedy Merger Agreement”), pursuant to which each outstanding stock option to purchase shares of Class A common stock, par value $0.001, of New Remedy (“New Remedy Class A Shares”) previously granted to the Participant under the terms of the New Remedy Corp. Amended and Restated 2019 Equity Incentive Plan (the “New Remedy Plan”) was assumed by the Company and converted into a Signify Stock Option, and is subject to the terms set forth in this Notice and the Agreement.

Participant:	[●]
Date of Grant:	February 12, 2021
Vesting Commencement Date:	[●] [INSERT BASED ON ORIGINAL GRANT]
Number of Signify Class A Shares Subject to Signify Stock Option:	Time-Based Options: [●] Performance-Based Options: [●]
Exercise Price Per Signify Class A Share:	$[●]
Signify Stock Option Expiration Date:	[●] [INSERT BASED ON ORIGINAL GRANT]
Plan:	Signify Health, Inc. Amended and Restated 2019 Equity Incentive Plan (formerly known as the New Remedy Corp. 2019 Amended and Restated Equity Incentive Plan)

The Company, by its duly authorized officer, and the Participant have executed this Notice as of the Date of Grant.

SIGNIFY HEALTH, INC.
By:
	Name:    Adam F. McAnaney
	Title:    General Counsel

The undersigned Participant acknowledges receipt of, and understands and agrees to, this Notice, the Agreement and the Plan. The Participant further acknowledges that as of the Date of Grant, this Notice, the Agreement and the Plan (and any agreements expressly incorporated therein by reference) set forth the entire understanding between the Participant and the Company regarding the Signify Stock Options and, except as otherwise expressly provided therein, supersede all prior oral and written agreements on the subject, including the Prior Notice and the Prior Agreement.

PARTICIPANT
By:
	[●]

AMENDED AND RESTATED SUBSTITUTE NON-STATUTORY STOCK OPTION AGREEMENT

Pursuant to the Amended and Restated Notice of Substitute Non-Statutory Stock Option Grant (the “Notice”) delivered to the Participant, and subject to the terms and conditions of this Amended and Restated Substitute Non-Statutory Stock Option Agreement (this “Agreement”) and the Plan, the Company and the Participant agree as set forth below. Capitalized terms not otherwise defined herein shall have the meaning set forth in the Notice or the Plan, as applicable.

RECITALS

WHEREAS, the Participant previously held stock options to purchase New Remedy Class A Shares (the “New Remedy Stock Options”) under the terms of the New Remedy Plan;

WHEREAS, in connection with the Signify IPO and the related reorganization transactions, (i) New Remedy merged with and into the Company with the Company being the surviving corporation, (ii) each New Remedy Class A Share was cancelled and converted into [●] Signify Class A Shares, (iii) each New Remedy Stock Option was assumed by the Company and converted into a Signify Stock Option on the terms set forth in the Prior Agreement (the “Stock Option Conversion”) and (iv) the New Remedy Plan was assumed by the Company and renamed the Signify Health, Inc. 2019 Amended and Restated Equity Incentive Plan, as amended and restated to, among other things, reflect the terms set forth in the Prior Notice and the Prior Agreement;

WHEREAS, following the Stock Option Conversion, the Signify Stock Options were subject to all of the same terms and conditions of the corresponding New Remedy Stock Options, except as expressly provided in the Prior Notice and the Prior Agreement;

WHEREAS, this Agreement amends and restates in its entirety the Prior Agreement, and, effective as of the date hereof, the Signify Stock Options will be governed by the terms of this Agreement, the Notice and the Plan; and

WHEREAS, the Signify Class A Shares to be issued upon exercise of the Signify Stock Options have been registered on a Form S-8 with the Securities and Exchange Commission.

1.Treatment of New Remedy Stock Options. As of the consummation of the transactions contemplated by the New Remedy Merger Agreement (the “Effective Time”), each New Remedy Stock Option previously entitling the Participant to acquire New Remedy Class A Shares on the terms and conditions set forth in the award agreement evidencing such New Remedy Stock Option (the “New Remedy Agreement”) and the New Remedy Plan was substituted for a Signify Stock Option to purchase the number of Signify Class A Shares set forth in the Notice with an exercise price per Signify Class A Share set forth in the Notice (in each case, subject in all respects to adjustment pursuant to the provisions of the Plan in respect of transactions occurring after the date hereof). The Signify Stock Options were granted to the Participant in substitution for the Participant’s corresponding New Remedy Stock Options and such New Remedy Stock Options were deemed cancelled as of the Effective Time. The exchange of a New Remedy Stock Option for a Signify Stock Option was

intended to qualify as an option substitution under Treas. Reg. §1.409A-l(b)(5)(v)(D) and will be construed accordingly.

2.Governing Documents. Except as otherwise provided in this Agreement, the Signify Stock Options will remain subject to the terms and conditions of the New Remedy Agreement, including with respect to vesting, except as otherwise set forth in this Agreement (including Appendix A hereto), and including with respect to any applicable restrictive covenants (with the covenants set forth on Appendix B hereto being deemed to be restrictive covenants that also apply for purposes of such terms and conditions). In the event of any conflict between the terms and provisions of this Agreement (including the Notice and Appendix A) and the New Remedy Agreement, except as otherwise expressly provided herein, this Agreement will govern and control. In the event of any conflict between the terms and provisions of the Plan and this Agreement, except as otherwise expressly provided herein, this Agreement will govern and control.

3.Exercise of Stock Option. The Signify Stock Options will become exercisable once vested in accordance with Appendix A. The method by which each Signify Stock Option may be exercised, and the terms and conditions of such exercise, shall be as set forth in the New Remedy Agreement or the Plan, as applicable.

4.Restrictive Covenants. The Participant hereby acknowledges and agrees that they be subject to the restrictive covenants set forth on Appendix B which are incorporated herein by reference as if such provisions were set forth herein in full.

5.Effect on Employment. Neither the grant of the Signify Stock Options, nor the issuance of Signify Class A Shares upon exercise of the Signify Stock Options, will give the Participant any right to be retained in the employ or service of the Company or any of its affiliates (collectively, the “Company Group”), affect the right of any member of the Company Group to discharge or discipline the Participant at any time, or affect any right of such Participant to terminate their employment or service at any time.

6.Transfer of the Signify Stock Options. Notwithstanding anything in the Plan to the contrary, except as otherwise provided in the New Remedy Agreement, the Signify Stock Options may not be transferred except by will or by the laws of descent and distribution, and are exercisable during the Participant’s life only by the Participant.

7.Withholding. The Participant expressly acknowledges and agrees that the Participant’s rights hereunder, including the right to be issued Signify Class A Shares upon exercise of the Signify Stock Options, are subject to the Participant promptly paying to the Company in cash or by check (or by such other means as may be acceptable to the Committee) all taxes required to be withheld. No Signify Class A Shares will be transferred pursuant to the exercise of the Signify Stock Option unless and until the person exercising the Signify Stock Options has remitted to the Company an amount in cash sufficient to satisfy any federal, state, or local withholding tax requirements (if any), or has made other arrangements satisfactory to the Committee with respect to such taxes. The Participant authorizes the Company Group to withhold such amounts from any amounts otherwise owed to the Participant, but nothing in this sentence will be construed as relieving the Participant of any liability for satisfying their obligation under the preceding provisions of this Section 7.

8.Section 409A. The Stock Options granted hereunder are intended to comply with or be exempt from the requirements of Section 409A and shall be construed accordingly. No member of the Company Group or the Committee, nor their respective

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directors, officers, agents, representatives or any affiliates of the foregoing, shall have any liability to the Participant or to any other person by reason of any failure of the Signify Stock Options to satisfy or be exempt from the requirements of Section 409A.

9.Binding Effect. This Agreement (including the Notice) shall be binding upon the heirs, executors, administrators and successors of the parties hereto.

10.Acknowledgements. The Participant acknowledges and agrees that (a) the Notice (including this Agreement) may be executed in two or more counterparts, each of which will be an original and all of which together will constitute one and the same instrument, and (b) the Notice (including this Agreement) be executed and exchanged using facsimile, portable document format (PDF) or electronic signature, which, in each case, will constitute an original signature for all purposes hereunder.

11.Governing Law. This Agreement (including the Notice), and all claims or disputes arising out of or based upon this Agreement or the Notice or relating to the subject matter hereof will be governed by and construed in accordance with the domestic substantive laws of the State of Delaware without giving effect to any choice or conflict of laws provision or rule that would cause the application of the domestic substantive laws of any other jurisdiction. The parties hereto agree that any disputes related to this Agreement shall be resolved in the state or federal courts of Delaware, to whose exclusive jurisdiction the Participant expressly consents.

[Remainder of Page Intentionally Left Blank.]

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Appendix A

The Signify Stock Options will vest in accordance with the following vesting schedule, subject to the Participant remaining in continuous Employment from the Date of Grant through the applicable vesting date.

1.Time-Based Options. The time-vesting component of the Signify Stock Options (the “Time-Based Options”) will vest in accordance with the schedule set forth below, subject to the Participant remaining continuous Employment with the Company Group through each applicable vesting date. Upon the occurrence of Change of Control, any portion of the Time-Based Options that are unvested and then outstanding as of such date shall automatically vest in full immediately prior to the consummation of such Change of Control. There shall be no proportionate or partial vesting in the periods prior to each vesting date set forth below and all vesting shall occur only on the applicable vesting date, subject to the Participant’s continued Employment with the Company Group through each applicable vesting date.

Time-Based Options Vesting Schedule:

25%     on [●]

25%     on [●]

25%     on [●]

25%     on [●]

2.Performance-Based Options. The performance-vesting component of the Signify Stock Options (the “Performance-Based Options”) shall vest on the earlier to occur of (i) NMP realizing a MIC Return (after giving effect to the vesting and payment in respect of awards granted under the New Remedy Plan, the New Remedy Corp. Amended and Restated 2012 Equity Incentive Plan, the Signify Health, Inc. Amended and Restated 2012 Equity Incentive Plan and the Signify Health, Inc. Amended and Restated 2019 Equity Incentive Plan (together, the “New Remedy Plans)) equal to the multiples set forth below (each, a “MIC Return Multiple”) (the “Milestone Condition”) or (ii) the satisfaction of a service-vesting condition pursuant to which the Performance-Based Options will vest with respect to 50% of such Performance-Based Options on March 7, 2023 and 50% of such Performance-Based Options on March 7, 2024 (the “Service Condition”), subject in each case to the Participant’s continued Employment through the applicable vesting date. With respect to the Milestone Condition, there shall be no proportionate or partial vesting for levels of achievement of a MIC Return between the performance thresholds set forth above, and all performance-based vesting shall occur on a cliff basis only to the extent that an applicable MIC Return threshold is achieved, and with respect to the Service Condition, there shall be no proportionate or partial vesting in the periods prior to each vesting date set forth above and all performance-based vesting shall occur only on the applicable vesting date, subject in each case to the Participant’s continued Employment through the applicable vesting date. All computations of a MIC Return shall be made on a pro forma basis so that if an applicable MIC Return Multiple is achieved, but, after taking into account the dilutive effect of the corresponding incentive equity vesting of all outstanding awards under the New Remedy Plans, such MIC Return Multiple is no longer achieved, then such performance-based vesting shall not take effect to the extent such MIC Return would not occur. The Committee shall in good faith make all determinations necessary or appropriate to determine whether any portion of the Performance-Based Options shall have become vested and exercisable, which determinations shall be final, binding and conclusive upon all parties. In the event that the applicable MIC Return Multiple is not achieved at any point in time, then the Performance-Based Options shall remain

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outstanding for the remainder of the otherwise applicable term and eligible to continue to vest in accordance with this Section 2.

Performance-Based Options Milestone Condition Vesting Schedule:

MIC Return Multiple	Vested Percentage
[●]	[●]
[●]	[●]
[●]	[●]

3.Definitions:

a.“Aggregate Cash Received” means, as of the time of any determination date, the amount of cash received at or prior to such time by NMP with respect to any Company Equity Securities, in each case, net of any out-of-pocket costs and expenses incurred by NMP (other than income and capital gains taxes) in connection with the receipt of such amounts, including, for the avoidance of doubt, on any disposition of any Company Common Stock; provided that with respect to any disposition of Company Common Stock by NMP, the Committee will make such determinations in good faith as are necessary to allocate the proceeds received on such disposition on a proportionate basis between the New Remedy Company Common Stock and the shares of Company Common Stock held by NMP that are not New Remedy Company Common Stock. Aggregate Cash Received shall include (x) any cash proceeds from a sale of the Company Equity Securities (including as a result of a sale of, merger by or other business combination transaction involving the Company), and (y) any cash dividends or distributions (whether or not extraordinary) paid, or other distributions made in respect of any Company Equity Securities (including in connection with a recapitalization or any similar transaction). Any cash proceeds which are not actually received by NMP at the consummation of any transaction but are subject to a contingency or future event (including cash proceeds placed in escrow and cash proceeds subject to an earn-out) shall not be included in the determination of Aggregate Cash Received unless and until such proceeds are actually paid out to NMP. If, as of the effectiveness of a Covered Transaction, NMP (1) has or will have received securities or other non-cash property as proceeds for any Company Equity Securities or (2) will continue to hold Company Equity Securities after such transaction, such items shall not be included in the Aggregate Cash Received unless, and only to the extent that, the Committee determines to include such items in connection with the Covered Transaction. Further, for the avoidance of doubt, Aggregate Cash Received shall not include any management, consulting, monitoring, advisory, transaction or similar fees, any expense reimbursement or any principal or interest payments in respect of any debt securities paid to NMP.

b.“MIC Return” means, as of any determination date, a number determined by dividing (a) the Aggregate Cash Received by (2) the aggregate purchase price paid by NMP in respect of the New Remedy Company Common Stock (including, for the avoidance of doubt, the price paid therefor pursuant to the Securities Purchase Agreement by and among Remedy Acquisition, L.P., New Remedy and the other parties thereto, dated as of December 3, 2018).

c.“New Remedy Company Common Stock” means the shares of Company Common Stock received by Remedy Acquisition, L.P. pursuant to the New Remedy Merger Agreement.

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d.“NMP” means New Mountain Partners V, L.P. and its Affiliates, other than the Company and its direct or indirect subsidiaries, in respect of their investment in Remedy Acquisition, L.P.

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Appendix B

Restrictive Covenants

1.Definitions. Capitalized terms not defined herein shall have the meaning set forth in the Amended and Restated Notice of Substitute Non-Statutory Stock Option Grant and the Amended and Restated Substitute Non-Statutory Stock Option Agreement (the “Agreement”) to which this Appendix B (this “Appendix”) is appended. For purposes of this Appendix:

(a)“Business” means any line of business in which any member of the Company Group is engaged during Participant’s employment, or, with respect to the portion of the Restricted Period that follows termination of Participant’s employment, at the time of such termination.

(b)“Company” means Signify Health, Inc., a Delaware corporation (including its successors and assigns).

(c)“Company Group” means the Company, its subsidiaries and its affiliates.

(d)“Confidential Information” means any non-public, proprietary or confidential information, including, without limitation, trade secrets, know-how, research and development, software, databases, inventions, processes, methods, procedures, computer programs and architecture, formulae, technology, designs, customer information, lists and identities, employee lists and identities, methodologies, contractual forms, Works and other Intellectual Property, information concerning finances, investments, profits, pricing, costs, products, services, vendors, customers, clients, partners, investors, personnel, compensation, recruiting, training, advertising, sales, marketing, promotions, government and regulatory activities and approvals, in each case, concerning the past, current or future business, activities and operations of the Company Group and/or any third party that has disclosed or provided any of same to the Company Group on a confidential basis, and other information, whether tangible or intangible. Notwithstanding the foregoing, “Confidential Information” shall not include any information that is or becomes (A) generally known to the public other than as a result of Participant’s breach of this or any other confidentiality covenant; or (B) required by law to be disclosed; provided that with respect to subsection (B), Participant shall, to the extent permitted by law, give prompt written notice to the Company of such requirement, disclose no more information than is so required, and reasonably cooperate at the Company’s sole expense with any attempts by the Company to obtain a protective order or similar treatment.

(e)“Intellectual Property” means any and all patents, invention disclosures, invention registrations, ideas, trademarks, service marks, trade names, corporate names, trade dress, certification marks, logos, domain names, social media identifiers or accounts, rights of publicity, copyrights, derivative works, mask works, trade secrets, know-how, software, and all other intellectual property and proprietary rights recognized by any applicable law of any jurisdiction, and all registrations and applications for registration of, improvements to the inventions disclosed in each such issuance, patent or patent application and all rights to claim priority (including under the Paris Convention) to and all goodwill associated with the foregoing, including rights in copies and embodiments of any of the foregoing (whether electronic or tangible) and rights to sue or recover and retain damages and costs and attorneys’ fees for past, present and future infringement, misappropriation or other violation of any of the foregoing.

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(f)“Moral Rights” means any rights to claim authorship of a work, to object to or prevent the modification or destruction of a work, or to withdraw from circulation or control the publication or distribution of a work, and any similar right, existing under any applicable law of any jurisdiction, regardless of whether or not such right is denominated or generally referred to as a “moral right.”

(g)“Restricted Area” means (A) any geographic area in which any member of the Company Group does business during Participant’s employment with the Company Group or (B) within twenty five (25) miles of any location where any member of the Company Group has one or more clients or customers during Participant’s employment with the Company Group or, with respect to the portion of the Restricted Period that follows the termination of Participant’s employment with the Company Group, at the time of such termination.

(h)“Restricted Period” means the 12 month period immediately following the date of the cessation of Participant’s employment with the Company Group for any reason.

(i)“Restricted Employee” means any employee of the Company Group, or any person who was an employee of the Company Group at any time during the six months prior to the date such person is to be so hired, solicited or contacted (other than any person who was terminated by any member of the Company Group without cause prior to being so hired, solicited or contacted), in each case that is not a Senior Restricted Employee.

(j)“Senior Restricted Employee” means any C-level executive officer of any member of the Company Group.

(k)“Works” means any and all works of authorship, inventions, discoveries, materials, processes, methods, documents or other work product (including without limitation, research, reports, software, data, databases, programs, apparatus, designs, systems, applications, presentations, textual works, content, or audiovisual materials and the like).

2.Scope and Reasonableness. The Participant acknowledges and agrees that (a) the covenants of Participant set forth in this Appendix constitute a material inducement for the Company to execute and deliver the Agreement, and (b) irreparable harm would result to the Company and the Company Group as a result of a violation or breach by Participant of the obligations set forth in this Appendix. Participant acknowledges and agrees that the restrictions contained in this Appendix, including, with respect to the definition of the Business, the Restricted Area and the Restricted Period, are reasonable in all respects, including for the purpose of preserving for the Company’s and each member of the Company Group’s proprietary rights, going business value and goodwill of the Company Group and the Business, and do not constitute an unreasonable restriction on Participant’s ability to earn a living.

3.Restrictive Covenants and Representations.

(a)Confidential Information.

(i)Subject to Section 3(a)(v) and Section 3(d), Participantwill not at any time (A) retain or use for the benefit, purposes or account of Participantor any other person outside of the Company Group, or in any manner adverse to the interests of the Company Group, any Confidential Information; or (B) disclose, divulge, reveal,

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communicate, share, transfer or provide access to any person outside of the Company Group any Confidential Information (other than in performance of Participant’sduties during Participant’s employment and/or service with the Company Group and pursuant to customary industry practice), without the prior written authorization of the Board of Directors of the Company. Participantwill take all action reasonably necessary to protect the Confidential Information from being disclosed to anyone other than persons authorized by the Company Group.

(ii)Except as required by law, Participantwill not disclose to anyone, other than Participant’s family (it being understood that, in this Section 3, the term “family” refers to Participant, Participant’s spouse, children, parents and spouse’s parents) and advisors, the existence or contents of this Appendix; provided that Participantmay disclose to any prospective future employer the provisions of this Section 3. This Section 3(a)(ii) shall terminate if a member of the Company Group publicly discloses a copy of this Appendix (or, if a member of the Company Group publicly discloses summaries or excerpts of this Appendix, to the extent so disclosed).

(iii)All Confidential Information shall remain the sole and exclusive property of the applicable Company Group. To the extent that Participantacquires any right, title or interest in or to any Confidential Information, Participanthereby irrevocably assigns, transfers, conveys and delivers to the applicable member of the Company Group all such right, title and interest in and to such Confidential Information.

(iv)Upon termination of Participant’semployment with the Company Group for any or no reason, Participantshall (A) cease and not thereafter commence use of any Confidential Information or Intellectual Property (including without limitation, any patent, invention, copyright, trade secret, trademark, trade name, logo, domain name or other source indicator) owned or used by the Company Group; and (B) immediately destroy, delete, or return to the Company, at the Company’s option, all originals and copies in any form or medium (including documents, memoranda, books, papers, plans, computer files, letters, email and computer disks or tapes, whether machine or user readable, and other data) in Participant’s possession or control (including any of the foregoing stored or located in Participant’s office, home, laptop or other computer, whether or not Company Group property) that contain Confidential Information. At the time Participantreturns or destroys such copies of Confidential Information, Participantwill acknowledge to the Company Group, in writing and under oath, that Participanthas complied with the terms of this Appendix.

(v)18 U.S.C. § 1833(b) provides: “An individual shall not be held criminally or civilly liable under any Federal or State trade secret law for the disclosure of a trade secret that (A) is made (i) in confidence to a Federal, State, or local government official, either directly or indirectly, or to an attorney; and (ii) solely for the purpose of reporting or investigating a suspected violation of law; or (B) is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal.” Nothing in this Section 3 is intended to conflict with 18 U.S.C. § 1833(b) or create liability for disclosures of trade secrets that are expressly allowed by 18 U.S.C. § 1833(b). Accordingly, the parties to this Appendix have the right to disclose in confidence trade secrets to federal, state, and local government officials, or to an attorney, for the sole purpose of reporting or investigating a suspected violation of law. The parties also have the right to disclose trade secrets in a document filed in a lawsuit or other proceeding, but only if the filing is made under seal and protected from public disclosure.

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(b)Non-Competition/Non-Solicitation.

(i)    While Participantis employed by the Company Group and during the Restricted Period, Participantagrees to not, directly or indirectly, whether as owner, partner, investor, consultant, agent, employee, co-venturer or otherwise, carry on, own, manage, operate, participate in, provide services to, or be employed or engaged in any capacity by any person or entity engaged in the Business within the Restricted Area (“Competing Business”), provided that, Participantmay (x) collectively own less than 1% of the outstanding shares of any class of securities of any enterprise (but without otherwise participating in the activities of such enterprise) if such securities are listed on any national or regional securities exchange and have been registered under Section 12(g) of the Securities Exchange Act of 1934, as amended and (y) following the cessation of Participant’s employment with the Company Group, be employed or engaged by or provide services to a Competing Business so long as (1) Participantworks for or provides services to a division or subsidiary that is not itself engaged in the Business and (2) Participantis not employed or engaged in any capacity similar or related to the capacity in which Participantwas employed by the Company Group for the two-year period immediately preceding the date of Participant’s cessation of employment. Competing Businesses include, without limitation, Matrix Medical Network, naviHealth, OptumCare, Fusion5, Archway, Sound Physicians, Change Healthcare, Aver, Cognizant, Cedar Gate, Aledade, Evolent Health, Privia Health, Collaborative Health Systems (under WellCare), Imperium Health Management, Clover Health, Premier and VillageMD. While Participantis employed by the Company Group and during the Restricted Period, Participantagrees not to, either alone or in conjunction with Participant’s affiliates, directly or indirectly solicit, induce or attempt to induce any Senior Restricted Employee or Restricted Employee to leave the employ or service of any member of the Company Group, hire any Senior Restricted Employee or Restricted Employee, or in any way interfere with the employee relationship between the Company Group and any such Senior Restricted Employee or Restricted Employee, provided that, the foregoing restriction not to solicit (but not, for the avoidance of doubt, the restrictions on hiring, inducement or interference) shall not be violated by general advertising or solicitation not specifically targeted at any Senior Restricted Employee or Restricted Employee.

(ii)    While Participantis employed by the Company Group and during the Restricted Period, Participantshall not, either alone or in conjunction with Participant’s affiliates, directly or indirectly, (A) solicit, induce or service, attempt to solicit, induce or service, or assist in soliciting, inducing or servicing, the business of any then current or prospective client, supplier, licensee, licensor or other business relation of any member of the Company Group in a manner which (x) induces such person not to do business with, (y) induces such person to cease doing business with, or (z) reduces the amount of business conducted with, any member of the Company Group, or (B) in any way interfere with the relationship between any then current or prospective client, supplier, licensee, licensor or other business relation of any member of the Company Group:

(1)with whom Participanthad personal contact or dealings in furtherance of the Business on behalf of any member of the Company Group during the one-year period immediately preceding Participant’s termination of employment;

(2)about whom Participanthad knowledge of any member of the Company Group’s plans, pricing or Confidential Information with respect to such person;

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(3)with whom employees reporting to Participanthave had personal contact or dealings on behalf of any member of the Company Group during the one-year period immediately preceding Participant’s termination of employment; or

(4)for whom Participanthad direct or indirect responsibility during the one-year period immediately preceding Participant’s termination of employment.

(c)Intellectual Property.

(i)        Participantshall promptly and fully disclose in writing to the Company Group any and all Works and any and all Intellectual Property that Participantconceives, creates, invents, designs, develops, contributes to, improves or reduces to practice, either alone or with one or more third parties, at any time during Participant’s employment with any member of the Company Group (i) that are within the scope of such employment, (ii) with the use of any resources, trade secrets, know-how or other Confidential Information of the Company Group or (iii) that otherwise relate to the Company Group’s business or actual or demonstrably anticipated research or development (collectively, “Newly Developed Works”). Participantalso acknowledges and agrees that the Company Group solely and exclusively owns any and all Works and Intellectual Property that Participantconceived, created, invented, designed, developed, contributed to, improved or reduced to practice, either alone or with one or more third parties, at any time prior to the date hereof, (A) that were within the scope of his or her employment with the Company Group, (B) with the use of any resources trade secrets, know-how or other confidential information of the Company Group or its subsidiaries or (C) that otherwise related to the Company Group’s business or actual or demonstrably anticipated research or development (“Previously Developed Works” and together with Newly Developed Works, “Company Works”).

(ii)        Participantacknowledges and agrees that the Company Group has and will continue to have sole exclusive title and ownership rights in and to all Company Works. Participanthereby irrevocably assigns, transfers, conveys and delivers, to the maximum extent permitted by applicable law, all of Participant’s right, title, and interest in, to and under Company Works (including rights under patent, industrial property, copyright, trademark, trade secret, unfair competition, other Intellectual Property laws, and related laws) to the Company, to the extent ownership of any such rights does not vest originally in the Company. Participantacknowledges and agrees that, with respect to any Company Works that may qualify as a Work Made for Hire as defined in 17 U.S.C. § 101 or other applicable law, such Company Work is and will be deemed a Work Made for Hire and the Company will have the sole and exclusive right to all Intellectual Property related thereto (or, in the event that any such Company Work does not qualify as a Work Made for Hire, all Intellectual Property related thereto is automatically assigned to the Company as above). If Participantcreates any written records (in the form of notes, sketches, drawings, or any other tangible form or media) of any Company Works, Participantwill keep and maintain same. The records will be available to and remain the sole property and intellectual property of the Company at all times.

(iii)        Participantshall take all reasonably requested actions and execute all reasonably requested documents (including any licenses or assignments required by a government contract) at the Company’s expense (but without further remuneration) to assist the Company in validating, maintaining, protecting, enforcing, perfecting, recording, patenting or registering any of the Company’s rights in the Company Works.

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(iv)        Participantshall not improperly use for the benefit of, bring to any premises of, divulge, disclose, communicate, reveal, transfer or provide access to, or share with the Company or its subsidiaries any confidential, proprietary or non-public information or Intellectual Property relating to a former employer or other third party without the prior written permission of such third party. Participantshall comply with all relevant policies and guidelines of the Company and its subsidiaries that are from time to time previously disclosed to Participant, including regarding the protection of Confidential Information and Intellectual Property and potential conflicts of interest.

(v)        Set forth in Exhibit A(Prior Inventions) attached hereto is a complete list of all Works and Intellectual Property that Participant, alone or jointly with others, conceived, developed, created, invented, designed, developed, contributed to, improved or reduced to practice prior to the commencement of Participant’s employment with the Company Group, that are Participant’s property, and that the Company acknowledges and agrees are excluded from the scope of this Appendix (collectively, “Prior Inventions”). If disclosure of any such Prior Invention would cause Participantto violate any prior confidentiality agreement, Participantunderstands that Participantis not to list such Prior Inventions in Exhibit A but is only to disclose where indicated a cursory name for each such Prior Invention, a listing of each person or entity to whom it belongs, and the fact that full disclosure as to such Prior Inventions has not been made for that reason (it being understood that, if no Invention or disclosure is provided in Exhibit A, Participanthereby represents and warrants that there are no Prior Inventions). If, in the course of Participant’s employment with the Company Group, Participantincorporates any Prior Invention into any Company Group product, process or machine or otherwise uses any Prior Invention, Participanthereby grants to the Company Group a worldwide, non-exclusive, irrevocable, perpetual, fully paid-up and royalty-free license (with rights to sublicense through multiple tiers of sublicensees) to use, reproduce, modify, make derivative works of, publicly perform, publicly display, make, have made, sell, offer for sale, import and otherwise exploit such Prior Invention for any purpose.

(vi)        To the extent Participantmay do so under applicable law, Participanthereby waives and agrees never to assert any Moral Rights that Participantmay have in or with respect to any Company Works, even after termination of any work on behalf of the Company Group.

(vii)    The provisions of Section 3(c) hereof shall survive the termination of Participant’s employment for any or no reason.

(d)Whistleblower Protection. Notwithstanding anything to the contrary contained in this Appendix (including Section 3), no provision of this Appendix shall be interpreted so as to impede Participantfrom reporting possible violations of federal law or regulation to any governmental agency or entity, including but not limited to the Department of Justice, the Securities and Exchange Commission, the Congress, and any agency Inspector General, or making other disclosures under the whistleblower provisions of federal law or regulation. Participantdoes not need the prior authorization of any member of the Company Group to make any such reports or disclosures, and Participantshall not be not required to notify any member of the Company Group that such reports or disclosures have been made. The Company Group may not retaliate against Participantfor any of these activities, and nothing in this Appendix or otherwise requires Participantto waive any monetary award or other payment that Participantmight become entitled to from the Securities and Exchange Commission or any other governmental entity or self-regulatory organization.

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(e)Blue Pencil. It is the desire and intent of the parties that the provisions of this Section 3 shall be enforced to the fullest extent permissible under the laws and policies in the jurisdiction in which enforcement is sought. Accordingly, if any particular provision or clause of this Section 3 shall be adjudicated to be invalid or unenforceable, then such provision or clause shall be deemed amended to delete therefrom the portion thus adjudicated to be invalid or unenforceable or modified to permit its enforcement to the maximum extent permitted by law.

(f)Equitable Relief and Other Remedies. Participantacknowledges and agrees that a breach of this Section 3 may result in material and irreparable injury to the Company Group and that the Company’s remedies at law for a breach or threatened breach of any of the provisions of Section 3 of this Appendix would be inadequate and, in recognition of this fact, Participantagrees that, in the event of such a breach or threatened breach, in addition to any remedies at law, the Company Group, without posting any bond or other security, shall be entitled to obtain equitable relief in the form of specific performance, a temporary restraining order, a temporary or permanent injunction or any other equitable remedy which may then be available, without the necessity of showing actual monetary damages.

(g)Return of Property. Upon termination of Participant’s employment with the Company Group for any reason whatsoever, voluntarily or involuntarily (and in all events within five (5) days of Participant’s date of termination), and at any earlier time the Company requests, Participantwill deliver to the person designated by the Company all originals and copies of all documents and property of the Company Group in Participant’s possession, under Participant’s control or to which Participantmay have access, including but not limited to, any office or communications equipment (e.g., laptop, cellular phone, etc.) that Participanthas or has been using, and any business or business-related files that Participanthas in Participant’s possession. Participantwill not reproduce or appropriate for Participant’s own use, or for the use of others, any property or Confidential Information, and shall remove from any personal computing or communications equipment all information relating to the Company Group.

(h)Non-Disparagement. While Participantis employed by the Company Group and thereafter, Participantagrees that Participantwill not disparage any member of the Company Group or any of its officers, directors, investors, employees, and agents, and its and their respective successors and assigns, heirs, executors, and administrators, or make any public statement reflecting negatively on any member of the Company Group or any of its officers, directors, investors, employees, and agents, and its and their respective successors and assigns, heirs, executors, and administrators, to third parties, including, but not limited to, any matters relating to the operation or management of the Company Group, irrespective of the truthfulness or falsity of such statement. The foregoing limitation shall not be violated by truthful statements in response to legal process, required governmental testimony or filings, or administrative or arbitral proceedings (including, without limitation, depositions in connection with such proceedings), and the foregoing limitation on the Company’s executives and directors shall not be violated by statements that they in good faith believe are necessary or appropriate to make in connection with performing their duties and obligations to the Company.

(i)Participant Representation. Participantrepresents and warrants to the Company that there are no restrictions, agreements or understandings whatsoever to which Participantis a party which would prevent or make unlawful Participant’s execution of this Appendix or Participant’s employment with the Company Group, which is or would be inconsistent or in conflict with this Appendix or Participant’s employment

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with the Company Group, or would prevent, limit or impair in any way the performance by Participantof the obligations hereunder or otherwise to the Company Group. In addition, Participanthas disclosed to the Company all restraints, confidentiality commitments and other employment restrictions that Participanthas with any other employer, person or entity. Participantcovenants that in connection with Participant’s provision of services to the Company Group, Participantshall not breach any obligation (legal, statutory, contractual or otherwise) to any former employer or other person, including, but not limited to, obligations relating to confidentiality and proprietary rights.

(j)Tolling. In the event of any violation of the provisions of this Section 3, Participantacknowledges and agrees that the post-termination restrictions contained in this Section 3 shall be extended by a period of time equal to the period of such violation, it being the intention of the parties hereto that the running of the applicable post-termination restriction period shall be tolled during any period of such violation.

4.Cooperation. During the Participant’s employment with the Company Group and thereafter, Participant shall cooperate with the Company Group, upon the Company’s reasonable request and sole expense, with respect to any investigation(including any internal investigation) or administrative, regulatory or judicial proceeding involving matters within the scope of Participant’s duties and responsibilities to the Company Group (including, without limitation, Participant being available to the Company upon reasonable notice for interviews and factual investigations, appearing at the Company’s reasonable request to give testimony without requiring service of a subpoena or other legal process, and turning over to the Company all relevant Company documents which are or may come into Participant’spossession) (collectively, the “Claims”). To the extent permitted by law, Participant agrees to promptly inform the Company if Participant becomes aware of any lawsuits involving Claims that may be filed or threatened against any member of the Company Group. Participant also agrees to promptly inform the Company (to the extent that Participant is legally permitted to do so) if Participant is asked to assist in any investigation of any member of the Company Group (or its actions) or another party attempts to obtain information or documents from Participant (other than in connection with any litigation or other proceeding in which Participant is a party-in-opposition) with respect to matters Participant believes in good faith to relate to any investigation of any member of the Company Group, in each case, regardless of whether a lawsuit or other proceeding has then been filed against any member of the Company Group with respect to such investigation, and shall not do so unless legally required. During the pendency of any litigation or other proceeding involving Claims, Participant shall not communicate with anyone (other than Participant’s attorneys and tax and/or financial advisors and except to the extent that Participant determines in good faith is necessary in connection with the performance of Participant’s duties hereunder) with respect to the facts or subject matter of any pending or potential litigation or regulatory or administrative proceeding involving any member of the Company Group without giving prior written notice to the Company or the Company’s counsel (to the extent Participant is legally permitted to do so). Upon presentation of appropriate supporting documentation, the Company shall pay or reimburse Participant for all reasonable out-of-pocket travel, duplicating or telephonic expenses incurred by Participant in complying with this Section 4.

5.Survival. The respective rights and obligations of the parties under Sections 3 and 4 of this Appendix shall survive any termination of Participant’s employment.

6.Assignment. This Appendix may be assigned, without the consent of Participant, by the Company to any of its affiliates or any person, partnership, corporation or other entity that has purchased all or substantially all of the assets of the Company, provided

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such assignee assumes any and all of the liabilities of the Company hereunder. The duties and responsibilities of Participant under this Appendix are of a personal nature and shall not be assignable or delegable in whole or in part by Participant.

7.Remedies Cumulative; No Waiver. No remedy conferred upon a party by this Appendix is intended to be exclusive of any other remedy, and each and every such remedy shall be cumulative and shall be in addition to any other remedy given under this Appendix or now or hereafter existing at law or in equity. No delay or omission by a party in exercising any right, remedy or power under this Appendix or existing at law or in equity shall be construed as a waiver thereof, and any such right, remedy or power may be exercised by such party from time to time and as often as may be deemed expedient or necessary by such party in its sole discretion.

8.Severability. If any provision of this Appendix or application thereof to anyone or under any circumstances is adjudicated to be invalid or unenforceable in any jurisdiction, such invalidity or unenforceability shall not affect any other provision or application of this Appendix which can be given effect without the invalid or unenforceable provision or application and shall not invalidate or render unenforceable such provision or application in any other jurisdiction. If any provision is held void, invalid or unenforceable with respect to particular circumstances, it shall nevertheless remain in full force and effect in all other circumstances.

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EX-10.5

EXHIBIT 10.5

AMENDED AND RESTATED INCENTIVE UNIT AGREEMENT

This    AMENDED    AND    RESTATED    INCENTIVE    UNIT    AGREEMENT    (this

“Agreement”), dated effective as of March 7, 2022 (the “Restatement Date”), is entered into by and between Cure Aggregator, LLC, a Delaware limited liability company (“Aggregator”), Cure TopCo, LLC, a Delaware limited liability company (“Cure TopCo”) and Bradford Kyle Armbrester (“Executive”). This Agreement amends and restates in its entirety the Incentive Unit Agreement, dated effective as of the IPO Closing Date (as defined below), entered into by and between Aggregator, Cure TopCo and Executive (the “Prior Agreement”).

WHEREAS, on July 12, 2018 (the “Date of Grant”), Aggregator issued to Executive 122,500 Class B Common Units of Aggregator (the “Incentive Units”), each of which corresponded to a Class B Common Unit of Cure TopCo (the “Corresponding Units”), pursuant to the terms of (1) that certain Incentive Unit Award and Contribution Agreement, dated as of July 12, 2018, between Aggregator, Cure TopCo and Executive (the “Incentive Unit Agreement”), (2) the Third Amended and Restated Limited Liability Company Agreement of Aggregator, dated as of February 12, 2020 (the “Third Amended and Restated Aggregator LLC Agreement”), and (3) the Second Amended and Restated Limited Liability Company Agreement of Cure TopCo, dated as of November 27, 2019 (the “Second Amended and Restated LLC Agreement”);

WHEREAS, pursuant to that certain Reorganization Agreement, dated as of February 10, 2021 (the “Reorganization Agreement”), by and among Cure TopCo, Signify Health, Inc., a Delaware corporation (“Pubco”), and the other parties thereto, the parties thereto engaged in the Reorganization Transactions (as defined in the Reorganization Agreement) in connection with the IPO (as defined in the Cure TopCo LLC Agreement (as defined below));

WHEREAS, as part of the Reorganization Transactions, and pursuant to the Third Amended and Restated Limited Liability Company Agreement of Cure TopCo adopted on or around the IPO Closing Date (as defined in the Reorganization Agreement) (as amended from time to time, the “Cure TopCo LLC Agreement”) and the Fourth Amended and Restated Limited Liability Company Agreement of Aggregator adopted on or around the IPO Closing Date (as amended from time to time, the “Aggregator LLC Agreement”), all of the units of membership interest in Cure TopCo existing immediately prior to the Reorganization Transactions, including the Corresponding Units, were reclassified and converted into LLC Units (as defined in the Cure TopCo LLC Agreement) of Cure TopCo, and all of the units of membership interest in Aggregator existing immediately prior to the Reorganization Transactions, including the Incentive Units, were reclassified and converted into Units (as defined in the Aggregator LLC Agreement) of Aggregator; and

WHEREAS, to the extent that the Incentive Units and Corresponding Units were unvested and/or subject to forfeiture under the terms of the Incentive Unit Agreement, the Third Amended and Restated Aggregator LLC Agreement and the Second Amended and Restated LLC Agreement, as applicable, as of the IPO Closing Date, then such restrictions, as amended pursuant to this Agreement, continued to apply to the Units of Aggregator and the LLC Units of Cure TopCo issued in exchange for the Incentive Units and Corresponding Units, respectively, as reflected in this Agreement.

EXHIBIT 10.5

NOW, THEREFORE, in consideration of the mutual promises, covenants, and conditions contained in this Agreement, the Reorganization Agreement, the Cure TopCo LLC Agreement and the Aggregator LLC Agreement, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties covenant and agree as follows:

1.Capitalized Terms. The following capitalized terms, as used in this Agreement, have the meanings given to them in this Section 1. Other capitalized terms have the meanings given to them elsewhere in this Agreement or, if not so defined, in the Aggregator LLC Agreement or the Cure TopCo LLC Agreement, as applicable.

“Acceleration Event” means (i) a Change in Control or (ii) the NM Members or their respective direct or indirect parent entities, as applicable, ceasing to beneficially own, directly or indirectly, at least 25% of the outstanding Pubco Common Stock (as determined on a fully diluted basis).

“Base Equity Value” means the aggregate investment of the Pre-Combination NM Members or their respective direct or indirect parent entities, as applicable, in the equity securities of Cure TopCo (including (x) any cash dividend, (y) distribution, (z) the proceeds of any partial liquidation of Cure TopCo; but excluding (A) any fees or expense reimbursements under any applicable management or professional services agreement and (B) any fees and expenses realized in connection with any Change in Control).

“Board” means the Board of Directors of Pubco.

“Cash-on-Cash Return” means, without duplication, the cumulative aggregate gross cash return realized, and/or the fair market value of marketable securities received by the Pre- Combination NM Members or their respective direct or indirect parent entities, as applicable, in respect of the Base Equity Value, including, for the avoidance of doubt, any such return or securities received by the Pre-Combination NM Members or their direct or indirect parent entities, as applicable, on a disposition of Pubco Common Stock or of equity securities of the Company (whether such disposition is to Pubco or otherwise); provided that with respect to any disposition of Pubco Common Stock by the Pre-Combination NM Members, the Compensation Committee will make such determinations in good faith as are necessary to allocate the proceeds received on such disposition on a proportionate basis between the Cure TopCo Pubco Common Stock and the shares of Pubco Common Stock held by the Pre-Combination NM Members that are not Cure TopCo Pubco Common Stock. Any portion of any transaction consideration to be received by equityholders of Pubco that is subject to any contingency or future event including, without limitation, transaction escrow arrangement, holdback, installment arrangements or earnouts shall be included in Cash-on-Cash Return if, when and to the extent actually received by the Pre- Combination NM Members or, without duplication, their respective direct or indirect parent entities, as applicable. If the Pre-Combination NM Members or, without duplication, their respective direct or indirect parent entities, as applicable, receive non-marketable securities or other non-cash property pursuant to a distribution or as proceeds from their aggregate investment in equity securities of Cure TopCo, Executive shall be treated no less favorably than any other

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EXHIBIT 10.5

member of the Board of Directors of Cure TopCo or officer of Cure TopCo and its Affiliates who holds Incentive LLC Units with respect to the inclusion or exclusion of non-marketable securities or other non-cash property from Cash-on-Cash Return.

“Cause” shall have the meaning ascribed to such term in the Employment Agreement or, if not so defined, “Cause” means (i) Executive’s indictment for, conviction of, or a plea of guilty or nolo contendere to, a (A) felony or (B) any crime of moral turpitude; (ii) Executive’s embezzlement, breach of fiduciary duty or fraud with regard to the Company Group or any of its assets or businesses; (iii) Executive’s continued failure to perform the duties of Executive’s position, in the reasonable judgment of the Board; (iv) Executive’s dishonesty, willful misconduct, or illegal conduct relating to the affairs of any member of the Company Group or its affiliates or any of its customers; (v) Executive’s breach of a material provision of this Agreement or any other contractual obligation to any member of the Company Group or its affiliates; or (vi) other conduct by Executive that may be harmful to the business, interests, or reputation of the Company Group, including any material violation of a Company Group policy. With respect to clauses (iii), (iv), (v), and (vi) above, Aggregator shall provide ten (10) days written notice to Executive of its intent to terminate for Cause, and during such ten (10) day period Executive shall have a right to cure (if curable). If not cured within such period (as determined in the reasonable judgment of the Board, the termination of Executive’s service will be effective upon the date immediately following the expiration of the ten (10) day notice period. Notwithstanding anything to the contrary contained herein, Executive’s right to cure as set forth above shall not apply if there are habitual or repeated breaches by Executive.

“Change in Control” means the occurrence of any one or more of the following events:

(i)any Person, other than (a) any employee plan established by Pubco or any Subsidiary, (b) Pubco or any of its Affiliates (including, for the avoidance of doubt, New Mountain Capital, LLC and its Affiliates), (c) an underwriter temporarily holding securities pursuant to an offering of such securities, or (d) an entity owned, directly or indirectly, by stockholders of Pubco in substantially the same proportions as their ownership of Pubco, is (or becomes, during any 12- month period) the “beneficial owner” (as such term is defined in Rule 13d-3 under the Securities Exchange Act of 1934), directly or indirectly, of securities of Pubco (not including in the securities beneficially owned by such Person any securities acquired directly from Pubco or its Affiliates other than in connection with the acquisition by Pubco or its Affiliates of a business) representing 50% or more of the total voting power of the stock of Pubco; provided that the provisions of this subsection (i) are not intended to apply to or include as a Change in Control any transaction that is specifically excepted from the definition of Change in Control under subsection (iii) below;

(ii)the consummation of a merger, amalgamation or consolidation of Pubco with any other corporation or other entity, or the issuance of voting securities in connection with such a transaction pursuant to applicable stock exchange requirements; provided that immediately following such transaction the voting securities of Pubco outstanding immediately prior thereto do not continue to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity of such merger or consolidation or parent entity thereof) 50% or more of the total voting power of Pubco’s stock (or, if Pubco is not the surviving entity of such

3

EXHIBIT 10.5

transaction, 50% or more of the total voting power of the stock of such surviving entity or parent entity thereof); and provided, further, that such a transaction effected to implement a recapitalization of Pubco (or similar transaction) in which no Person is or becomes the “beneficial owner” (as such term is defined in Rule 13d-3 under the Securities Exchange Act of 1934), directly or indirectly, of securities of Pubco (not including in the securities beneficially owned by such Person any securities acquired directly from Pubco or its Affiliates other than in connection with the acquisition by Pubco or its Affiliates of a business) representing 50% or more of either the then-outstanding shares of Class A Common Stock or the combined voting power of Pubco’s then- outstanding voting securities shall not be considered a Change in Control; or

(iii)the sale or disposition by Pubco of Pubco’s assets in which any Person acquires (or has acquired during the 12-month period ending on the date of the most recent acquisition by such Person) assets from Pubco that have a total gross fair market value equal to more than 50% of the total gross fair market value of all of the assets of Pubco immediately prior to such acquisition or acquisitions.

Notwithstanding the foregoing, (A) no Change in Control shall be deemed to have occurred if there is consummated any transaction or series of integrated transactions immediately following which the record holders of the Class A Common Stock immediately prior to such transaction or series of transactions continue to have substantially the same proportionate ownership in an entity which owns substantially all of the assets of Pubco immediately prior to such transaction or series of transactions, and (B) no Change in Control shall be deemed to have occurred upon the acquisition of additional control of Pubco by any Person that, prior to such transaction, directly or indirectly controls, is controlled by, or is under common control with, Pubco.

“Company Group” means, at any given time, Pubco, Cure TopCo, Aggregator and their Affiliates.

“Compensation Committee” means the Compensation Committee of the Board.

“Corresponding Class B Share” means, with respect to an Incentive LLC Unit, the share of Class B Common Stock that was issued to Executive pursuant to the Class B Securities Purchase Agreement entered into between Pubco and Executive and that corresponds to the Corresponding Incentive Unit (as defined below).

“Cure TopCo Pubco Common Stock” means the shares of Pubco Common Stock received by the Pre-Combination NM Members in connection with the Reorganization Transactions.

“Employment Agreement” means the applicable employment, retention or other employment letter agreement entered into between Executive and a member of the Company Group (or any predecessor entity).

“Good Reason” shall have the meaning ascribed to such term in the Employment Agreement.

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EXHIBIT 10.5

“IPO Closing Date” has the meaning given to such term in the Reorganization Agreement.

“NM Members” shall mean (i) New Mountain Partners V, L.P. and its Affiliates in respect of their investment in Remedy Acquisition, LP, (ii) New Mountain Partners V (AIV-C), L.P., and

(iii) New Mountain Partners V (AIV-C2), L.P., and their respective Affiliates, in each case, other than Pubco and its direct or indirect subsidiaries.

“Person” means any individual, corporation, partnership, limited liability company, trust, estate, joint venture, governmental authority or other entity.

“Pre-Combination NM Members” shall mean (i) New Mountain Partners V (AIV-C), L.P., and (ii) New Mountain Partners V (AIV-C2), L.P., and their respective Affiliates, in each case, other than Pubco and its direct and indirect subsidiaries.

“Terminated” or “Terminates” means, with respect to Executive, a Termination of Employment or Service, as applicable.

“Termination of Employment or Service” means a termination of employment or service (for reasons other than a military or personal leave of absence granted by Cure TopCo) of Executive from the Company Group. Notwithstanding the foregoing, if no rights of Executive are reduced or adversely affected, the Compensation Committee may otherwise define Termination of Employment or Service thereafter, provided that any such change to the definition of the term “Termination of Employment or Service” does not subject the applicable Incentive LLC Units to Section 409A of the Code.

2.83(b) Elections. After the issuance of the Corresponding Incentive Units and the Incentive LLC Units as contemplated by the Prior Agreement, Aggregator executed and delivered to the Internal Revenue Service (the “IRS”) an election under Section 83(b) of the Code with respect to the Corresponding Incentive Units and Executive executed and delivered to the IRS an election under Section 83(b) of the Code substantially in the form attached hereto as Appendix A with respect to the Incentive LLC Units (together the “83(b) Elections”). Executive understands that under Section 83(b) of the Code, regulations promulgated thereunder, and certain IRS administrative announcements, in the absence of an effective election under Section 83(b) of the Code, the excess of the fair market value of any Incentive LLC Units, on the date on which any forfeiture restrictions applicable to such Incentive LLC Units lapse, over the price paid for such Incentive LLC Units, could be reportable as ordinary income at that time. For this purpose, the term “forfeiture restrictions” includes the restrictions on transferability and the vesting and reversion conditions imposed under Sections 3 and 4 of this Agreement. Executive understands that (i) in making an 83(b) Election, Executive may be taxed at the time the Incentive LLC Units were received under the Prior Agreement to the extent the fair market value of the Incentive LLC Units exceeded the price for such Incentive LLC Units and (ii) in order to be effective, the 83(b) Elections must have been filed with the IRS within thirty (30) days after February 12, 2021. Executive hereby acknowledges that: (x) the foregoing description of the tax consequences of the 83(b) Elections is not intended to be complete and, among other things, does not describe state, local or foreign income and other tax consequences; (y) none of Cure TopCo, Aggregator, the NM

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EXHIBIT 10.5

Members, any of their respective Affiliates or any of their respective partners, members, equityholders, directors, officers, employees, agents or representatives (each, a “Related Person”) has provided or is providing Executive with tax advice regarding the 83(b) Elections or any other matter, and Cure TopCo, Aggregator and the NM Members and their respective Affiliates have urged Executive to consult Executive’s own tax advisor with respect to income taxation consequences of receiving, holding and disposing of the Incentive LLC Units; and (z) none of Cure TopCo, Aggregator, the NM Members or any other Related Person has advised Executive to rely on any determination by it or its representatives as to the fair market value specified in the 83(b) Elections and will have no liability to Executive if the actual fair market value of the Incentive LLC Units on the date hereof exceeds the amount specified in the respective 83(b) Elections.

3.Incentive Units. The Units of Aggregator issued to Executive hereunder (the “Incentive LLC Units”) and the corresponding LLC Units of Cure TopCo issued to Aggregator (the “Corresponding Incentive Units”) are subject to the vesting conditions set forth in this Section

3.A portion of the Incentive LLC Units and Corresponding Incentive Units, as set forth on Appendix B, shall be subject to time-based vesting conditions (the “Time-Based Units”) and a portion of the Incentive LLC Units and Corresponding Incentive Units, as set forth on AppendixB, shall be subject to performance-based and time-based vesting conditions, as applicable (the “Performance-Based Units”). For purposes of this Agreement and the Aggregator LLC Agreement, the Incentive LLC Units and Corresponding Incentive Units which have become vested in accordance with this Section 3 shall be referred to herein as the “Vested Units” and the remaining Incentive LLC Units and Corresponding Incentive Units shall be referred to herein as the “Unvested Units.” The Incentive LLC Units are subject to the restrictions set forth in this Agreement.

3.1.Time-Based Units. Executive’s Time-Based Units shall continue to time vest in accordance with the vesting schedule set forth on Appendix B. Except as otherwise provided in this Agreement, there shall be no proportionate or partial vesting in the periods prior to each vesting date set forth on Appendix B and all vesting shall occur only on the applicable vesting date set forth on Appendix B, provided that Executive has not been Terminated prior to each applicable vesting date. Notwithstanding the foregoing, any Time-Based Units shall become fully vested upon the occurrence of an Acceleration Event, so long as Executive has not been Terminated prior to the date of such Acceleration Event.

3.2.Performance-Based Units. Executive’s Performance-Based Units shall vest on the earlier to occur of (i) the achievement by the Pre-Combination NM Members (and/or, without duplication, their direct and indirect parent entities) of the aggregate Cash-on-Cash Returns pursuant to the vesting schedule set forth on Appendix B (the “Milestone Condition”) or

(ii) the satisfaction of a service-vesting condition pursuant to which the Performance-Based Units will vest with respect to 50% of such Performance-Based Units on March 7, 2023 and 50% of such Performance-Based Units on March 7, 2024 (the “Service Condition”); provided that Executive has not been Terminated prior to the earliest date on which vesting would occur. With respect to the Milestone Condition, there shall be no proportionate or partial vesting for levels of achievement of Cash-on-Cash Return between the performance thresholds set forth above, and all vesting shall

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EXHIBIT 10.5

occur on a cliff basis only to the extent that an applicable Cash-on-Cash Return threshold is achieved, and with respect to the Service Condition, except as otherwise provided in this Agreement, there shall be no proportionate or partial vesting in the periods prior to each vesting date set forth above and all vesting shall occur only on the applicable vesting date set forth above; provided, in each case, that Executive has not been Terminated prior to the applicable vesting date. For the avoidance of doubt, in the event that the applicable Cash-on-Cash Return is not achieved at any point in time, then the Performance-Based Units shall remain outstanding and eligible to continue to vest in accordance with this Section 3.2; provided that Executive has not been Terminated prior to the earliest date on which vesting would occur; and provided, further, that any Performance-Based Units that remain unvested at such time as the NM Members or their respective direct or indirect parent entities cease to control any Equity Securities of Pubco shall remain subject only to the satisfaction of the Service Condition.

3.3.Tail Period. Notwithstanding anything in this Section 3 to the contrary, if Executive is Terminated by Cure TopCo without Cause [or resigns with Good Reason], any Unvested Units shall remain outstanding and eligible to vest for a period of twelve (12) months thereafter (such period, the “Tail Period”) and shall vest, if at all, upon the occurrence during the Tail Period of (i) in the case of the Time-Based Units, an Acceleration Event or (ii) in the case of the Performance-Based Units, the achievement of either (A) the Milestone Condition or (B) an Acceleration Event. For the avoidance of doubt, the unvested portion of the Time-Based Units or Performance-Based Units that do not vest during the Tail Period shall be cancelled and forfeited as of the expiration of the Tail Period, without any further action on the part of any party hereto.

3.4.Call Rights. Except as otherwise provided in this Agreement, in the event of Executive’s Termination for any reason, Aggregator may repurchase from Executive and/or, as applicable, any of his or her Permitted Transferees the portion of the Incentive LLC Units that are Vested Units based on the most recent valuation under Section 409A of the Code obtained by Cure TopCo, subject to the sole discretion of the Board. For purposes of this Section 3.4, all requirements of Executive shall apply equally in full force and effect with respect to any Permitted Transferee.

3.4.1.Aggregator shall have a period of one hundred eighty (180) days (or such longer period as may be necessary to avoid changing the accounting treatment for the acquisition of the Incentive LLC Units being repurchased from an equity-based accounting treatment to a liability based accounting treatment (as contemplated by FASB ASC Topic 718)); provided that such period shall not exceed three hundred sixty-five (365) days following the date of Executive’s Termination, in which to give notice in writing to Executive of Aggregator’s election to exercise its repurchase rights hereunder and thirty

(30) days after delivery of such notice to pay the repurchase price and consummate the repurchase transaction. For the sake of clarity, Aggregator may elect to repurchase any of the Incentive LLC Units of Executive and/or, as applicable, any of his or her Permitted Transferees in one or more separate transactions. The repurchase price, if any, payable pursuant to Aggregator’s exercise of its repurchase rights hereunder shall be paid (i) by delivery to Executive of wire transfer or a certified bank check or checks in the appropriate amount payable to the order of Executive; (ii) by the cancellation of any indebtedness owed

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EXHIBIT 10.5

by Executive to Aggregator, Cure TopCo or any of their Affiliates; or (iii) by issuance of an unsecured promissory note bearing interest (payable at maturity) at a simple rate per annum equal to the prime rate in effect at such time, with such note to have a maturity date of no greater than seven (7) years following its issuance and otherwise on customary terms and conditions for promissory notes of such type, including acceleration in the event of an Acceleration Event; or (iv) any combination of clauses (i), (ii) or (iii) of this Section 3.4.1, as determined in the sole discretion of Aggregator. Aggregator may choose to have a designee purchase any Incentive LLC Units elected by it to be purchased hereunder so long as Aggregator shall bear any reasonable costs and expenses of Executive in connection with the sale to such designee that Executive would not have otherwise incurred in connection with a sale to Aggregator. All references to Aggregator in this Section 3.4 shall refer to such designee as the context requires. Executive agrees to take all necessary and reasonable actions as directed by Aggregator in connection with the consummation of a repurchase pursuant to this Section 3.4, including executing the applicable repurchase documentation. Without limiting the generality of the foregoing, Aggregator shall be entitled to receive customary representations and warranties from Executive regarding the Incentive LLC Units being repurchased including, but not limited to, the representation that Executive has good and marketable title to the Incentive LLC Units to be repurchased free and clear of all liens, claims and other encumbrances.

3.5.Termination of Employment. If Executive’s employment or service relationship Terminates (other than in the case of a Termination for Cause), irrespective of whether Executive receives, in connection with such Termination, any severance or other payment from Cure TopCo or any of its Affiliates under any employment or service agreement or otherwise, the Incentive LLC Units, other than such portion that are Vested Units, shall terminate and be of no further force and effect as of and following the close of business on the date of such Termination, unless otherwise provided for in Section 3.3. Notwithstanding anything in this Agreement to the contrary, and in addition to the rights of Aggregator set forth in this Section 3.5 (or any other right Aggregator may have), the Incentive LLC Units, including the portion that are Vested Units, shall immediately be forfeited and cancelled, without any consideration being paid therefore and without further action by Aggregator or any other Person, upon a Termination of Executive by Cure TopCo or any of its Affiliates for Cause.

4.Restrictions on Unvested Units; Forfeiture.

4.1.Executive may not offer or Transfer or agree to offer or Transfer, grant any call option with respect to, borrow against, or enter into any swap or derivative transaction with respect to any Incentive LLC Unit or any interest therein, unless such action is taken in accordance with Article VI of the Aggregator LLC Agreement. Any attempted or purported Transfer or other agreement in violation of this Agreement will be void ab initio.

4.2.Notwithstanding anything to the contrary in the Aggregator LLC Agreement, Executive shall not have the right to exercise (and agrees not to exercise or purport to exercise) the “Member Exchange” under the Aggregator LLC Agreement with respect to any Unvested Units.

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EXHIBIT 10.5

4.1.If any Vested Units are purchased pursuant to the call right described in Section 3.4, then each Corresponding Class B Share shall simultaneously be forfeited to Pubco for no consideration in accordance with Article 4 of the Cure TopCo LLC Agreement. If any Unvested Units or Vested Units are forfeited upon Executive’s Termination of Employment or Service under Section 3, then each such Unvested Unit (and its Corresponding Class B Share) or Vested Unit (and its Corresponding Class B Share), as applicable, shall be immediately and automatically forfeited to Aggregator or Cure TopCo, as applicable (or, in the case of a Corresponding Class B Share, to Pubco), in each case free and clear of any liens, encumbrances or restrictions, concurrently with the Termination of Employment or Service, and shall no longer be deemed outstanding, without the payment of consideration or notice from Aggregator, Cure TopCo or Pubco and without the need for further action on the part of any Person.

4.2.Except as provided in this Agreement, from and after the IPO Closing Date, Executive shall have all the rights of a member of Aggregator with respect to the Incentive LLC Units and as a stockholder of Pubco with respect to the Corresponding Class B Shares, including the right to vote the Corresponding Class B Share in respect of a Vested Unit; provided, that any capital stock or securities of Aggregator or Pubco that Executive receives with respect to the Incentive LLC Units or Corresponding Class B Shares through a stock dividend, stock split, reverse stock split, recapitalization, or similar transaction will be subject to the same restrictions applicable to the Incentive LLC Units or Corresponding Class B Shares with respect to which such capital stock or other securities was distributed or received, as set forth in this Agreement. Executive will be the record owner of each Incentive LLC Unit until or unless such Incentive LLC Unit reverts to Aggregator as provided under this Agreement or is Transferred in accordance with the terms of this Agreement and the Aggregator LLC Agreement, and as record owner will be entitled to all rights granted to owners of the LLC Units of Aggregator, except as expressly provided under this Agreement or the Aggregator LLC Agreement.

4.3.The Corresponding Incentive Units and Incentive LLC Units shall be uncertificated unless otherwise determined by Cure TopCo, in the case of the Corresponding Incentive Units, or Aggregator, in the case of the Incentive LLC Units.

4.4.If Executive is not already a party to the Aggregator LLC Agreement, then Executive agrees that upon execution of this Agreement, Executive agrees to join and become a party to the Aggregator LLC Agreement and be fully bound by, and subject to all of the covenants, terms and conditions of the Aggregator LLC Agreement as though an original party thereto and Aggregator agrees to accept Executive as a party to the Aggregator LLC Agreement and that this Agreement shall serve as Executive’s joinder to the Aggregator LLC Agreement.

4.5.By virtue of the issuance of the Incentive LLC Units hereunder and Executive’s execution of this Agreement, Executive shall be deemed to have granted a power of attorney to the Board of Directors of Aggregator with respect to all Incentive LLC Units owned by Executive and acquired by Executive hereunder, which power of attorney shall, for the avoidance of doubt, include a grant by Executive of a perpetual and irrevocable power of attorney

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EXHIBIT 10.5

to Aggregator, with full right, power and authority to take all actions necessary and/or desirable on behalf of Executive to effectuate the provisions of this Section 4.

5.Compensation Committee Discretion. The Compensation Committee shall in good faith make all determinations necessary or appropriate to determine whether the Incentive LLC Units shall have become vested. The Compensation Committee’s determinations shall be final, binding and conclusive upon all parties, absent manifest error or bad faith. The Compensation Committee may, in its sole discretion, provide for accelerated vesting of any portion of the Incentive LLC Units at any time and for any reason.

6.No Right to Continued Service. Executive agrees that no provision contained in this Agreement shall entitle Executive to remain employed by the Company Group, affect the right of the Company Group to Terminate Executive’s employment at any time, or confer on Executive any right to employment for a fixed term.

7.Restrictive Covenants. Executive hereby acknowledges and agrees that Executive will be subject to the restrictive covenants set forth in Appendix C, which are incorporated herein by reference as if such provisions were set forth herein in full.

8.Executive Representations. Executive shall be deemed to acknowledge and make the following representations and warranties and as otherwise may be requested by Cure TopCo or Aggregator for compliance with applicable laws, and any issuances of Incentive LLC Units by Aggregator and any issuance of Corresponding Incentive Units by Cure TopCo hereunder shall be made in reliance upon the express representations and warranties of Executive:

8.1.Executive is acquiring and will hold the Incentive LLC Units to be issued hereunder for investment for Executive’s account only and not with a view to, or for resale in connection with, any “distribution” thereof within the meaning of the Securities Act or other applicable securities laws.

8.2.Executive will not Transfer the Incentive LLC Units in violation of this Agreement, the Aggregator LLC Agreement, the Securities Act (or the rules and regulations promulgated thereunder) or under any other applicable securities laws; provided that, the foregoing shall in no way limit Executive’s ability to Transfer the Incentive LLC Units pursuant to the provisions of the Aggregator LLC Agreement. Executive agrees that Executive will not Transfer the Incentive LLC Units to be issued hereunder unless and until Executive has complied with all requirements of this Agreement and the Aggregator LLC Agreement applicable to the disposition of such Incentive LLC Units.

8.3.Executive has had the opportunity to ask questions and receive answers from Cure TopCo and Aggregator concerning the terms and conditions of the issuance of the Incentive LLC Units and to obtain any additional information which Cure TopCo or Aggregator possesses or can acquire without unreasonable effort or expense that Executive has requested.

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EXHIBIT 10.5

8.4.Executive is an experienced and sophisticated investor and has such knowledge and experience in financial and business matters as are necessary to evaluate the merits and risks of an investment in the Incentive LLC Units and the Corresponding Incentive Units.

8.5.Executive has only relied on the advice of, or has consulted with, Executive’s own legal, financial and tax advisors, and the determination of Executive to acquire Incentive LLC Units pursuant to this Agreement has been made by Executive independent of any statements or opinions as to the advisability of such acquisition or as to the properties, business, prospects or condition (financial or otherwise) of Cure TopCo, Aggregator or any of their respective Subsidiaries which may have been made or given by any other Person (including all Persons acquiring Incentive LLC Units on the date hereof) or by any agent or employee of such Person and independent of the fact that any other Person has decided to become a holder of Incentive LLC Units.

8.6.Executive hereby represents and warrants that Executive is an “accredited investor” as defined in Rule 501(a)(6) of Regulation D of the Securities Act as the result of having

(i) individual income in excess of $200,000 in each of 2019 and 2020, or joint income with Executive’s spouse in excess of $300,000 in each of 2019 and 2020, and (ii) a reasonable expectation of having individual income in excess of $200,000 in 2021, or joint income with Executive’s spouse in excess of $300,000 in 2021.

9.Specific Performance. Each of the parties agrees that any breach of the terms of this Agreement will result in irreparable injury and damage to the other parties, for which there is no adequate remedy at law. Each of the parties therefore agrees that in the event of a breach or any threat of breach, the other parties shall be entitled to an immediate injunction and restraining order to prevent such breach, threatened breach or continued breach, and/or compelling specific performance of this Agreement, without having to prove the inadequacy of money damages as a remedy or balancing the equities between the parties. Such remedies shall be in addition to any other remedies (including monetary damages) to which the other parties may be entitled at law or in equity. Each party hereby waives any requirement for the securing or posting of any bond in connection with any such equitable remedy.

10.Amendments and Waivers. The Board shall have the right to amend this Agreement with the consent of Executive; provided, however, that to the extent necessary under any applicable law, regulation, or exchange requirement, no amendment shall be effective unless approved by the members of Aggregator if required by applicable law, regulation, or exchange requirement.

11.Governing Law; Venue; Service of Process; Waiver of Jury Trials.

11.1.This Agreement shall be governed by, and construed in accordance with, the laws of the State of Delaware, without giving effect to any choice of law or conflict of law rules or provisions (whether of the State of Delaware or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of Delaware. Any dispute relating hereto shall be heard in the state or federal courts of Delaware, and the parties agree to

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EXHIBIT 10.5

jurisdiction and venue therein (it being understood and agreed that any order from any such court may be enforced in any other jurisdiction). Each of the parties hereto hereby waives, to the fullest extent permitted by law, any right to trial by jury of any claim, demand, action, or cause of action arising under or related to this Agreement whether now existing or hereafter arising, and whether in contract, tort, equity, or otherwise. The parties hereto each hereby agrees and consents that any such claim, demand, action, or cause of action shall be decided by court trial without a jury and that the parties hereto may file an original counterpart of a copy of this Agreement with any court as written evidence of the consent of the parties hereto to the waiver of their right to trial by jury.

11.2.Executive (i) agrees that service of process in any such claim, demand, action, proceeding or cause of action arising under this Agreement may be effected by mailing a copy of such process by registered or certified mail (or any substantially similar form of mail), postage prepaid, to such party, in the case of Executive, at Executive’s address shown in the books and records of Aggregator or Cure TopCo, in the case of Aggregator, at Aggregator’s principal offices, attention General Counsel, or in the case of Cure TopCo, at Cure TopCo’s principal offices, attention General Counsel, and (ii) agrees that nothing in this Agreement shall affect the right to effect service of process in any other manner permitted by the laws of the State of Delaware.

12.Severability. Whenever possible, each provision of this Agreement shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Agreement is held to be invalid, illegal or unenforceable in any respect under any applicable law or rule in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other provision or any other jurisdiction, but this Agreement shall be reformed, construed and enforced in such jurisdiction as if such invalid, illegal or unenforceable provision had never been contained herein.

13.Notice. Unless otherwise provided herein, all notices, requests, demands, claims and other communications to be given or delivered under or by reason of the provisions of this Agreement shall be in writing and shall be deemed to have been duly received (a) upon receipt by hand delivery, (b) upon receipt after being mailed by certified or registered mail, postage prepaid, (c)the next business day after being sent via a nationally recognized overnight courier, or (d) upon confirmation of delivery if transmitted by electronic mail electronic mail in portable document format (PDF format) with an electronic read receipt requested, to the email address indicated (provided a copy thereof is also sent by one of the other methods described in this Section 13. Such notices, demands and other communications shall be sent to the address, email address or facsimile number indicated below:

(a)If to Aggregator or Cure TopCo:

Cure Aggregator, LLC

Cure TopCo, LLC

c/o New Mountain Capital, L.L.C. 787 Seventh Avenue

New York, NY 10019

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EXHIBIT 10.5

Attention: Vignesh Aier and Kyle Peterson

Email:    vaier@newmountaincapital.com

kpeterson@newmountaincapital.com

Cure TopCo, LLC

4055 Valley View Lane, Suite 400

Dallas, Texas 75244

Attention:    Bradford Kyle Armbrester and Steven Senneff Email:    karmbrester@signifyhealth.com

ssenneff@signifyhealth.com

with a copy (with shall not constitute notice) to:

David Polk & Wardwell, LLP 450 Lexington Avenue

New York, NY 10017

Attention:    Shane Tintle and Jeffrey P. Crandall

Email: shane.tintle@davispolk.com

jeffrey.crandall@davispolk.com

(b)If to Executive, at the most recent address or electronic mail address contained in the Aggregator’s and Cure TopCo’s records.

14.Dispute Resolution. Any dispute or disagreement which may arise under, or as a result of, or which may in any way relate to, the interpretation, or construction or of this Agreement shall be determined by the Compensation Committee, in good faith, whose determination shall be final, binding and conclusive for all purposes.

15.Successors and Assigns. This Agreement shall be binding on, inure to the benefit of and be enforceable by Cure TopCo, Aggregator, Executive and their respective personal representatives, heirs, successors and assigns (including all subsequent holders of one or more of the Incentive LLC Units). Any Person acquiring or claiming an interest in an Incentive LLC Unit, in any manner whatsoever, shall be subject to and bound by all terms, conditions and restrictions of this Agreement without regard to whether such Person has executed a counterpart hereof or any other document contemplated hereby.

16.Notice. All notices, consents, waivers and other communications required or permitted by this Agreement shall be in writing and shall be deemed given to a party when delivered or sent in accordance with Section 9.5 of the Aggregator LLC Agreement (to, in the case of Executive, the address kept on file in Cure TopCo’s or Aggregator’s records).

17.Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed to be an original but all of which together will constitute one and the same instrument. A facsimile or portable document format (PDF) copy of a counterpart signature page to this Agreement shall be deemed an original for all purposes.

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EXHIBIT 10.5

18.Entire Agreement. This Agreement sets forth the entire agreement of the parties hereto with respect to the subject matter contained herein and supersede all prior agreements, promises, covenants, arrangements, communications, representations or warranties, whether oral or written, by any officer, member, manager or representative of any party hereto in respect of such subject matter. Without limiting the forgoing, this Agreement supersedes and replaces the Prior Agreement and the Incentive Unit Agreement (other than with respect to any restrictive covenants set forth therein) which shall be of no further force and effect.

19.Transfer of Personal Data. Executive authorizes, agrees and unambiguously consents to the transmission by Cure TopCo or Aggregator (or any Affiliate of Cure TopCo or Aggregator) of any personal data information related to the Incentive LLC Units awarded under this Agreement for legitimate business purposes. This authorization and consent is freely given by Executive.

20.Effectiveness. This Agreement shall be effective as of the Restatement Date.

[Signature Page Follows]

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EXHIBIT 10.5

SIGNATURE PAGE

TO

INCENTIVE UNIT AGREEMENT

IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the date first above written.

________________

Print Name: Bradford Kyle Armbrester

CURE TOPCO, LLC

By: Name: Steven Senneff     Title: Chief Financial Officer    

CURE AGGREGATOR, LLC

By: Name: Steven Senneff     Title: Chief Financial Officer    

EXHIBIT 10.5

Appendix A

ELECTION TO INCLUDE AMOUNT IN GROSS INCOME PURSUANT TO SECTION 83(b) OF THE INTERNAL REVENUE CODE

On February 12, 2021, the undersigned acquired 3,155,907 LLC Units (the “Incentive LLCUnits”) of Cure Aggregator, LLC, a Delaware limited liability company (“Aggregator”) for $24.00 per Incentive LLC Unit. The total amount paid by the undersigned for the Incentive LLC Units was $7,574,328. The Incentive LLC Units are subject to a substantial risk of forfeiture (described below) that may not be avoided by a transfer of the Incentive LLC Units to another person and are also subject to certain restrictions on transfer.

The undersigned desires to make an election to have the receipt of the Incentive LLC Units taxed under the provisions of Code §83(b) at the time the undersigned acquired the Incentive LLC Units.

Therefore, pursuant to Code §83(b) and Treasury Regulation §1.83-2 promulgated thereunder, the undersigned hereby makes an election, with respect to the Incentive LLC Units (described below), to report as taxable income for calendar year 2021 the excess (if any) of the Incentive LLC Units’ fair market value on February 12, 2021 over the purchase price thereof.

The following information is supplied in accordance with Treasury Regulation §1.83-2(e):

1.The name, address and social security number of the undersigned: Name: Bradford Kyle Armbrester

Address:

SSN:    

2.A description of the property with respect to which the election is being made: 3,155,907 LLC Units of Aggregator.

3.The date on which the Incentive LLC Units were transferred: February 12, 2021. The taxable year for which such election is made: 2021.

4.The restrictions to which the property is subject: Under certain circumstances, the Incentive LLC Units may be forfeited.

5.The fair market value on February 12, 2021 of the property with respect to which the election is being made, determined in accordance with IRS Revenue Procedure 93-27 and without regard to any lapse restrictions: $24 per Incentive LLC Unit.

6.The amount paid or to be paid for such property: $24 per Incentive LLC Unit.

*    *    *    *    *

EXHIBIT 10.5

A copy of this election has been furnished to Aggregator pursuant to Treasury Regulations §1.83- 2(d).

Dated: , 2021

EXHIBIT 10.5

Appendix B

Number of Incentive LLC Units: 3,155,907

Number of Corresponding Incentive Units: 3,155,907

Number of Time-Based Units: 1,513,547 Number of Performance-Based Units: 1,642,360

Time-Based Unit Vesting Schedule: In equal 6.25% installments on each three month anniversary of May 9, 2018, such that 100% of the Time-Based Units will be vested on May 9, 2022.

Performance-Based Unit Milestone Condition Vesting Schedule:

Percentage Vesting    Cash-on-Cash Return

0.00%    Less than 2.00 times the Base Equity Value 46.00%        2.00 times the Base Equity Value

54.00%    3.00 times the Base Equity Value

EXHIBIT 10.5

Appendix C

Restrictive Covenants

1.Definitions. Capitalized terms not defined herein shall have the meaning set forth in the Amended and Restated Incentive Unit Agreement (the “Agreement”) to which this Appendix C (this “Appendix”) is appended. For purposes of this Appendix:

(a)“Business” means any line of business in which any member of the Company Group is engaged and for which (i) Executive provides significant services or (ii) Executive has or has access to Confidential Information (as defined below), during Executive’s employment, or, with respect to the portion of the Restricted Period that follows termination of Executive’s employment, at the time of such termination.

(b)“Company” means Signify Health, Inc., a Delaware corporation (including its successors and assigns).

(c)“Company Group” means the Company, its subsidiaries and its affiliates.

(d)“Confidential Information” means any non-public, proprietary or confidential information, including, without limitation, trade secrets, know-how, research and development, software, databases, inventions, processes, methods, procedures, computer programs and architecture, formulae, technology, designs, customer information, lists and identities, employee lists and identities, methodologies, contractual forms, Works and other Intellectual Property, information concerning finances, investments, profits, pricing, costs, products, services, vendors, customers, clients, partners, investors, personnel, compensation, recruiting, training, advertising, sales, marketing, promotions, government and regulatory activities and approvals, in each case, concerning the past, current or future business, activities and operations of the Company Group and/or any third party that has disclosed or provided any of same to the Company Group on a confidential basis, and other information, whether tangible or intangible. Notwithstanding the foregoing, “Confidential Information” shall not include any information that is or becomes (A) generally known to the public other than as a result of Executive’s breach of this or any other confidentiality covenant; or (B) required by law to be disclosed; provided that with respect to subsection (B), Executive shall, to the extent permitted by law, give prompt written notice to the Company of such requirement, disclose no more information than is so required, and reasonably cooperate at the Company’s sole expense with any attempts by the Company to obtain a protective order or similar treatment.

(e)“Intellectual Property” means any and all patents, invention disclosures, invention registrations, ideas, trademarks, service marks, trade names, corporate names, trade dress, certification marks, logos, domain names, social media identifiers or accounts, rights of publicity, copyrights, derivative works, mask works, trade secrets, know-how, software, and all other intellectual property and proprietary rights recognized by any applicable law of any jurisdiction, and all registrations and applications for registration of, improvements to the inventions disclosed in each such issuance, patent or patent application and all rights to claim priority (including under the Paris Convention) to and all goodwill associated with the foregoing, including rights in copies and embodiments of any of the foregoing (whether electronic or tangible) and rights to sue or

EXHIBIT 10.5

recover and retain damages and costs and attorneys’ fees for past, present and future infringement, misappropriation or other violation of any of the foregoing.

(f)“Moral Rights” means any rights to claim authorship of a work, to object to or prevent the modification or destruction of a work, or to withdraw from circulation or control the publication or distribution of a work, and any similar right, existing under any applicable law of any jurisdiction, regardless of whether or not such right is denominated or generally referred to as a “moral right.”

(g)“Restricted Area” means (A) any geographic area in which any member of the Company Group does business during Executive’s employment with the Company Group or (B) within twenty five (25) miles of any location where any member of the Company Group has one or more clients or customers during Executive’s employment with the Company Group or, with respect to the portion of the Restricted Period that follows the termination of Executive’s employment with the Company Group, at the time of such termination.

(h)“Restricted Period” means the 12 month period immediately following the date of the cessation of Executive’s employment with the Company Group for any reason.

(i)“Restricted Employee” means any employee of the Company Group, or any person who was an employee of the Company Group at any time during the six months prior to the date such person is to be so hired, solicited or contacted (other than any person who was terminated by any member of the Company Group without cause prior to being so hired, solicited or contacted), in each case that is not a Senior Restricted Employee.

(j)“Senior Restricted Employee” means any C-level executive officer of any member of the Company Group.

(k)“Works” means any and all works of authorship, inventions, discoveries, materials, processes, methods, documents or other work product (including without limitation, research, reports, software, data, databases, programs, apparatus, designs, systems, applications, presentations, textual works, content, or audiovisual materials and the like).

2.Scope and Reasonableness. The Executive acknowledges and agrees that (a) the covenants of Executive set forth in this Appendix constitute a material inducement for the Company to execute and deliver the Agreement, and (b) irreparable harm would result to the Company and the Company Group as a result of a violation or breach by Executive of the obligations set forth in this Appendix. Executive acknowledges and agrees that the restrictions contained in this Appendix, including, with respect to the definition of the Business, the Restricted Area and the Restricted Period are reasonable in all respects, including for the purpose of preserving for the Company’s and each member of the Company Group’s proprietary rights, going business value and goodwill of the Company Group and the Business.

3.Restrictive Covenants and Representations.

(a)Confidential Information.

EXHIBIT 10.5

(i)Subject to Section 3(a)(v) and Section 3(d), Executive will not at any time

(A) retain or use for the benefit, purposes or account of Executive or any other person outside of the Company Group, or in any manner adverse to the interests of the Company Group, any Confidential Information; or (B) disclose, divulge, reveal, communicate, share, transfer or provide access to any person outside of the Company Group any Confidential Information (other than in performance of Executive’s duties during Executive’s employment and/or service with the Company Group and pursuant to customary industry practice), without the prior written authorization of the Board of Directors of the Company. Executive will take all action reasonably necessary to protect the Confidential Information from being disclosed to anyone other than persons authorized by the Company Group.

(ii)Except as required by law, Executive will not disclose to anyone, other than Executive’s family (it being understood that, in this Section 3, the term “family” refers to Executive, Executive’s spouse, children, parents and spouse’s parents) and advisors, the existence or contents of this Appendix; provided that Executive may disclose to any prospective future employer the provisions of this Section 3. This Section 3(a)(ii) shall terminate if a member of the Company Group publicly discloses a copy of this Appendix (or, if a member of the Company Group publicly discloses summaries or excerpts of this Appendix, to the extent so disclosed).

(iii)All Confidential Information shall remain the sole and exclusive property of the applicable Company Group. To the extent that Executive acquires any right, title or interest in or to any Confidential Information, Executive hereby irrevocably assigns, transfers, conveys and delivers to the applicable member of the Company Group all such right, title and interest in and to such Confidential Information.

(iv)Upon termination of Executive’s employment with the Company Group for any or no reason, Executive shall (A) cease and not thereafter commence use of any Confidential Information or Intellectual Property (including without limitation, any patent, invention, copyright, trade secret, trademark, trade name, logo, domain name or other source indicator) owned or used by the Company Group; and (B) immediately destroy, delete, or return to the Company, at the Company’s option, all originals and copies in any form or medium (including documents, memoranda, books, papers, plans, computer files, letters, email and computer disks or tapes, whether machine or user readable, and other data) in Executive’s possession or control (including any of the foregoing stored or located in Executive’s office, home, laptop or other computer, whether or not Company Group property) that contain Confidential Information. At the time Executive returns or destroys such copies of Confidential Information, Executive will acknowledge to the Company Group, in writing and under oath, that Executive has complied with the terms of this Appendix.

(v)18 U.S.C. § 1833(b) provides: “An individual shall not be held criminally or civilly liable under any Federal or State trade secret law for the disclosure of a trade secret that

(A) is made (i) in confidence to a Federal, State, or local government official, either directly or indirectly, or to an attorney; and (ii) solely for the purpose of reporting or investigating a suspected violation of law; or (B) is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal.” Nothing in this Section 3 is intended to conflict with 18 U.S.C. § 1833(b) or create liability for disclosures of trade secrets that are expressly allowed by 18 U.S.C. § 1833(b). Accordingly, the parties to this Appendix have the right to disclose in

EXHIBIT 10.5

confidence trade secrets to federal, state, and local government officials, or to an attorney, for the sole purpose of reporting or investigating a suspected violation of law. The parties also have the right to disclose trade secrets in a document filed in a lawsuit or other proceeding, but only if the filing is made under seal and protected from public disclosure.

(b)Non-Competition/Non-Solicitation.

(i)While Executive is employed by the Company Group and during the Restricted Period, Executive agrees to not, directly or indirectly, whether as owner, partner, investor, consultant, agent, employee, co-venturer or otherwise, carry on, own, manage, operate, participate in or be employed or engaged in any capacity by any person or entity engaged in the Business within the Restricted Area (“Competing Business”), provided that, Executive may (x) collectively own less than 1% of the outstanding shares of any class of securities of any enterprise (but without otherwise participating in the activities of such enterprise) if such securities are listed on any national or regional securities exchange and have been registered under Section 12(g) of the Securities Exchange Act of 1934, as amended and (y) following the cessation of Executive’s employment with the Company Group, be employed or engaged by or provide services to a Competing Business so long as (1) Executive works for or provides services to a division or subsidiary that is not itself engaged in the Business and (2) Executive is not employed or engaged in any capacity similar or related to the capacity in which Executive was employed by the Company Group for the two-year period immediately preceding the date of Executive’s cessation of employment. Competing Businesses include, without limitation, Aledade, Evolent Health, Privia Health, Collaborative Health Systems (under WellCare), Imperium Health Management, Clover Health, Premier and VillageMD. While Executive is employed by the Company Group and during the Restricted Period, Executive agrees not to, either alone or in conjunction with Executive’s affiliates, directly or indirectly solicit, induce or attempt to induce any Senior Restricted Employee or Restricted Employee to leave the employ or service of any member of the Company Group, hire any Senior Restricted Employee or Restricted Employee, or in any way interfere with the employee relationship between the Company Group and any such Senior Restricted Employee or Restricted Employee, provided that, that the foregoing restriction not to solicit (but not, for the avoidance of doubt, the restrictions on hiring, inducement or interference) shall not be violated by general advertising or solicitation not specifically targeted at any Senior Restricted Employee or Restricted Employee.

(ii)While Executive is employed by the Company Group and during the Restricted Period, Executive shall not, either alone or in conjunction with Executive’s affiliates, directly or indirectly, (A) solicit, induce or service, attempt to solicit, induce or service, or assist in soliciting, inducing or servicing, the business of any then current client or prospective supplier, licensee, licensor or other business relation of any member of the Company Group in a manner which (x) induces such person to cease doing business with, or (y) reduces the amount of business conducted with, any member of the Company Group, or (B) in any way interfere with the relationship between any then current or prospective client, supplier, licensee, licensor or other business relation of any member of the Company Group:

(1)with whom Executive had personal contact or dealings in furtherance of the Business on behalf of any member of the Company Group during the one-year period immediately preceding Executive’s termination of employment;

EXHIBIT 10.5

(2)about whom Executive had knowledge of any member of the Company Group’s plans with respect to such person;

(3)with whom employees reporting to Executive have had personal contact or dealings on behalf of any member of the Company Group during the one-year period immediately preceding Executive’s termination of employment; or

(4)for whom Executive had direct or indirect responsibility during the one-year period immediately preceding Executive’s termination of employment.

(c)Intellectual Property.

(i)Executive shall promptly and fully disclose in writing to the Company Group any and all Works and any and all Intellectual Property that Executive conceives, creates, invents, designs, develops, contributes to, improves or reduces to practice, either alone or with one or more third parties, at any time during Executive’s employment with any member of the Company Group (i) that are within the scope of such employment, (ii) with the use of any resources, trade secrets, know-how or other Confidential Information of the Company Group or

(iii)that otherwise relate to the Company Group’s business or actual or demonstrably anticipated research or development (collectively, “Newly Developed Works”). Executive also acknowledges and agrees that the Company Group solely and exclusively owns any and all Works and Intellectual Property that Executive conceived, created, invented, designed, developed, contributed to, improved or reduced to practice, either alone or with one or more third parties, at any time prior to the date hereof, (A) that were within the scope of his or her employment with the Company Group, (B) with the use of any resources trade secrets, know-how or other confidential information of the Company Group or its subsidiaries or (C) that otherwise related to the Company Group’s business or actual or demonstrably anticipated research or development (“Previously DevelopedWorks” and together with Newly Developed Works, “Company Works”).

(ii)Executive acknowledges and agrees that the Company Group has and will continue to have sole exclusive title and ownership rights in and to all Company Works. Executive hereby irrevocably assigns, transfers, conveys and delivers, to the maximum extent permitted by applicable law, all of Executive’s right, title, and interest in, to and under Company Works (including rights under patent, industrial property, copyright, trademark, trade secret, unfair competition, other Intellectual Property laws, and related laws) to the Company, to the extent ownership of any such rights does not vest originally in the Company. Executive acknowledges and agrees that, with respect to any Company Works that may qualify as a Work Made for Hire as defined in 17 U.S.C. § 101 or other applicable law, such Company Work is and will be deemed a Work Made for Hire and the Company will have the sole and exclusive right to all Intellectual Property related thereto (or, in the event that any such Company Work does not qualify as a Work Made for Hire, all Intellectual Property related thereto is automatically assigned to the Company as above). If Executive creates any written records (in the form of notes, sketches, drawings, or any other tangible form or media) of any Company Works, Executive will keep and maintain same. The records will be available to and remain the sole property and intellectual property of the Company at all times.

EXHIBIT 10.5

(iii)Executive shall take all reasonably requested actions and execute all reasonably requested documents (including any licenses or assignments required by a government contract) at the Company’s expense (but without further remuneration) to assist the Company in validating, maintaining, protecting, enforcing, perfecting, recording, patenting or registering any of the Company’s rights in the Company Works.

(iv)Executive shall not improperly use for the benefit of, bring to any premises of, divulge, disclose, communicate, reveal, transfer or provide access to, or share with the Company or its subsidiaries any confidential, proprietary or non-public information or Intellectual Property relating to a former employer or other third party without the prior written permission of such third party. Executive shall comply with all relevant policies and guidelines of the Company and its subsidiaries that are from time to time previously disclosed to Executive, including regarding the protection of Confidential Information and Intellectual Property and potential conflicts of interest.

(v)Set forth in Exhibit A (Prior Inventions) attached hereto is a complete list of all Works and Intellectual Property that Executive, alone or jointly with others, conceived, developed, created, invented, designed, developed, contributed to, improved or reduced to practice prior to the commencement of Executive’s employment with the Company Group, that are Executive’s property, and that the Company acknowledges and agrees are excluded from the scope of this Appendix (collectively, “Prior Inventions”). If disclosure of any such Prior Invention would cause Executive to violate any prior confidentiality agreement, Executive understands that Executive is not to list such Prior Inventions in Exhibit A but is only to disclose where indicated a cursory name for each such Prior Invention, a listing of each person or entity to whom it belongs, and the fact that full disclosure as to such Prior Inventions has not been made for that reason (it being understood that, if no Invention or disclosure is provided in Exhibit A, Executive hereby represents and warrants that there are no Prior Inventions). If, in the course of Executive’s employment with the Company Group, Executive incorporates any Prior Invention into any Company Group product, process or machine or otherwise uses any Prior Invention, Executive hereby grants to the Company Group a worldwide, non-exclusive, irrevocable, perpetual, fully paid-up and royalty-free license (with rights to sublicense through multiple tiers of sublicensees) to use, reproduce, modify, make derivative works of, publicly perform, publicly display, make, have made, sell, offer for sale, import and otherwise exploit such Prior Invention for any purpose.

(vi)To the extent Executive may do so under applicable law, Executive hereby waives and agrees never to assert any Moral Rights that Executive may have in or with respect to any Company Works, even after termination of any work on behalf of the Company Group.

(vii)The provisions of Section 3(c) hereof shall survive the termination of Executive’s employment for any or no reason.

(d)Whistleblower Protection. Notwithstanding anything to the contrary contained in this Appendix (including Section 3), no provision of this Appendix shall be interpreted so as to impede Executive from reporting possible violations of federal law or regulation to any governmental agency or entity, including but not limited to the Department of Justice, the Securities and Exchange Commission, the Congress, and any agency Inspector General, or making other disclosures under the whistleblower provisions of federal law or regulation. Executive does

EXHIBIT 10.5

not need the prior authorization of any member of the Company Group to make any such reports or disclosures, and Executive shall not be not required to notify any member of the Company Group that such reports or disclosures have been made. The Company Group may not retaliate against Executive for any of these activities, and nothing in this Appendix or otherwise requires Executive to waive any monetary award or other payment that Executive might become entitled to from the Securities and Exchange Commission or any other governmental entity or self- regulatory organization.

(e)Blue Pencil. It is the desire and intent of the parties that the provisions of this Section 3 shall be enforced to the fullest extent permissible under the laws and policies in the jurisdiction in which enforcement is sought. Accordingly, if any particular provision or clause of this Section 3 shall be adjudicated to be invalid or unenforceable, then such provision or clause shall be deemed amended to delete therefrom the portion thus adjudicated to be invalid or unenforceable or modified to permit its enforcement to the maximum extent permitted by law.

(f)Equitable Relief and Other Remedies. Executive acknowledges and agrees that a breach of this Section 3 may result in material and irreparable injury to the Company Group and that the Company’s remedies at law for a breach or threatened breach of any of the provisions of Section 3 of this Appendix would be inadequate and, in recognition of this fact, Executive agrees that, in the event of such a breach or threatened breach, in addition to any remedies at law, the Company Group, without posting any bond or other security, shall be entitled to obtain equitable relief in the form of specific performance, a temporary restraining order, a temporary or permanent injunction or any other equitable remedy which may then be available, without the necessity of showing actual monetary damages.

(g)Return of Property. Upon termination of Executive’s employment with the Company Group for any reason whatsoever, voluntarily or involuntarily (and in all events within five (5) days of Executive’s date of termination), and at any earlier time the Company requests, Executive will deliver to the person designated by the Company all originals and copies of all documents and property of the Company Group in Executive’s possession, under Executive’s control or to which Executive may have access, including but not limited to, any office or communications equipment (e.g., laptop, cellular phone, etc.) that Executive has or has been using, and any business or business-related files that Executive has in Executive’s possession. Executive will not reproduce or appropriate for Executive’s own use, or for the use of others, any property or Confidential Information, and shall remove from any personal computing or communications equipment all information relating to the Company Group.

(h)Non-Disparagement. While Executive is employed by the Company Group and thereafter, Executive agrees that Executive will not disparage any member of the Company Group or any of its officers, directors, investors, employees, and agents, and its and their respective successors and assigns, heirs, executors, and administrators, or make any public statement reflecting negatively on any member of the Company Group or any of its officers, directors, investors, employees, and agents, and its and their respective successors and assigns, heirs, executors, and administrators, to third parties, including, but not limited to, any matters relating to the operation or management of the Company Group, irrespective of the truthfulness or falsity of such statement. The foregoing limitation shall not be violated by truthful statements in response to legal process, required governmental testimony or filings, or administrative or arbitral proceedings

EXHIBIT 10.5

(including, without limitation, depositions in connection with such proceedings), and the foregoing limitation on the Company’s executives and directors shall not be violated by statements that they in good faith believe are necessary or appropriate to make in connection with performing their duties and obligations to the Company.

(i)Executive Representation. Executive represents and warrants to the Company that there are no restrictions, agreements or understandings whatsoever to which Executive is a party which would prevent or make unlawful Executive’s execution of this Appendix or Executive’s employment with the Company Group, which is or would be inconsistent or in conflict with this Appendix or Executive’s employment with the Company Group, or would prevent, limit or impair in any way the performance by Executive of the obligations hereunder or otherwise to the Company Group. In addition, Executive has disclosed to the Company all restraints, confidentiality commitments and other employment restrictions that Executive has with any other employer, person or entity. Executive covenants that in connection with Executive’s provision of services to the Company Group, Executive shall not breach any obligation (legal, statutory, contractual or otherwise) to any former employer or other person, including, but not limited to, obligations relating to confidentiality and proprietary rights.

(j)Tolling. In the event of any violation of the provisions of this Section 3, Executive acknowledges and agrees that the post-termination restrictions contained in this Section 3 shall be extended by a period of time equal to the period of such violation, it being the intention of the parties hereto that the running of the applicable post-termination restriction period shall be tolled during any period of such violation.

4.Cooperation. During the Executive’s employment with the Company Group and thereafter, Executive shall cooperate with the Company Group, upon the Company’s reasonable request and sole expense, with respect to any internal investigation or administrative, regulatory or judicial proceeding involving matters within the scope of Executive’s duties and responsibilities to the Company Group (including, without limitation, Executive being available to the Company upon reasonable notice for interviews and factual investigations, appearing at the Company’s reasonable request to give testimony without requiring service of a subpoena or other legal process, and turning over to the Company all relevant Company documents which are or may come into Executive’s possession during Executive’s employment) (collectively, the “Claims”). To the extent permitted by law, Executive agrees to promptly inform the Company if Executive becomes aware of any lawsuits involving Claims that may be filed or threatened against any member of the Company Group. Executive also agrees to promptly inform the Company (to the extent that Executive is legally permitted to do so) if Executive is asked to assist in any investigation of any member of the Company Group (or its actions) or another party attempts to obtain information or documents from Executive (other than in connection with any litigation or other proceeding in which Executive is a party-in-opposition) with respect to matters Executive believes in good faith to relate to any investigation of any member of the Company Group, in each case, regardless of whether a lawsuit or other proceeding has then been filed against any member of the Company Group with respect to such investigation, and shall not do so unless legally required. During the pendency of any litigation or other proceeding involving Claims, Executive shall not communicate with anyone (other than Executive’s attorneys and tax and/or financial advisors and except to the extent that Executive determines in good faith is necessary in connection with the performance of Executive’s duties hereunder) with respect to the facts or subject matter of any pending or potential

EXHIBIT 10.5

litigation or regulatory or administrative proceeding involving any member of the Company Group without giving prior written notice to the Company or the Company’s counsel (to the extent Executive is legally permitted to do so). Upon presentation of appropriate supporting documentation, the Company shall pay or reimburse Executive for all reasonable out-of-pocket travel, duplicating or telephonic expenses incurred by Executive in complying with this Section 4.

5.Survival. The respective rights and obligations of the parties under Sections 3 and 4 of this Appendix shall survive any termination of Executive’s employment to the extent necessary to the intended preservation of such rights and obligations.

6.Assignment. This Appendix may be assigned, without the consent of Executive, by the Company to any of its affiliates or any person, partnership, corporation or other entity that has purchased all or substantially all of the assets of the Company, provided such assignee assumes any and all of the liabilities of the Company hereunder. The duties and responsibilities of Executive under this Appendix are of a personal nature and shall not be assignable or delegable in whole or in part by Executive.

7.Remedies Cumulative; No Waiver. No remedy conferred upon a party by this Appendix is intended to be exclusive of any other remedy, and each and every such remedy shall be cumulative and shall be in addition to any other remedy given under this Appendix or now or hereafter existing at law or in equity. No delay or omission by a party in exercising any right, remedy or power under this Appendix or existing at law or in equity shall be construed as a waiver thereof, and any such right, remedy or power may be exercised by such party from time to time and as often as may be deemed expedient or necessary by such party in its sole discretion.

8.Severability. If any provision of this Appendix or application thereof to anyone or under any circumstances is adjudicated to be invalid or unenforceable in any jurisdiction, such invalidity or unenforceability shall not affect any other provision or application of this Appendix which can be given effect without the invalid or unenforceable provision or application and shall not invalidate or render unenforceable such provision or application in any other jurisdiction. If any provision is held void, invalid or unenforceable with respect to particular circumstances, it shall nevertheless remain in full force and effect in all other circumstances.

EX-10.6

EXHIBIT 10.6

AMENDED AND RESTATED INCENTIVE UNIT AGREEMENT

This    AMENDED    AND    RESTATED    INCENTIVE    UNIT    AGREEMENT    (this

“Agreement”), dated effective as of March 7, 2022 (the “Restatement Date”), is entered into by and between Cure Aggregator, LLC, a Delaware limited liability company (“Aggregator”), Cure TopCo, LLC, a Delaware limited liability company (“Cure TopCo”) and Peter Boumenot (“Executive”). This Agreement amends and restates in its entirety the Incentive Unit Agreement, dated effective as of the IPO Closing Date (as defined below), entered into by and between Aggregator, Cure TopCo and Executive (the “Prior Agreement”).

WHEREAS, on October 21, 2019 (the “Date of Grant”), Aggregator issued to Executive 7,500 Class B Common Units of Aggregator (the “Incentive Units”), each of which corresponded to a Class B Common Unit of Cure TopCo (the “Corresponding Units”), pursuant to the terms of

(1)that certain Incentive Unit Award and Contribution Agreement, dated as of October 21, 2019, between Aggregator, Cure TopCo and Executive (the “Incentive Unit Agreement”), (2) the Third Amended and Restated Limited Liability Company Agreement of Aggregator, dated as of February 12, 2020 (the “Third Amended and Restated Aggregator LLC Agreement”), and (3) the Second Amended and Restated Limited Liability Company Agreement of Cure TopCo, dated as of November 27, 2019 (the “Second Amended and Restated LLC Agreement”);

WHEREAS, pursuant to that certain Reorganization Agreement, dated as of February 10, 2021 (the “Reorganization Agreement”), by and among Cure TopCo, Signify Health, Inc., a Delaware corporation (“Pubco”), and the other parties thereto, the parties thereto engaged in the Reorganization Transactions (as defined in the Reorganization Agreement) in connection with the IPO (as defined in the Cure TopCo LLC Agreement (as defined below));

WHEREAS, as part of the Reorganization Transactions, and pursuant to the Third Amended and Restated Limited Liability Company Agreement of Cure TopCo adopted on or around the IPO Closing Date (as defined in the Reorganization Agreement) (as amended from time to time, the “Cure TopCo LLC Agreement”) and the Fourth Amended and Restated Limited Liability Company Agreement of Aggregator adopted on or around the IPO Closing Date (as amended from time to time, the “Aggregator LLC Agreement”), all of the units of membership interest in Cure TopCo existing immediately prior to the Reorganization Transactions, including the Corresponding Units, were reclassified and converted into LLC Units (as defined in the Cure TopCo LLC Agreement) of Cure TopCo, and all of the units of membership interest in Aggregator existing immediately prior to the Reorganization Transactions, including the Incentive Units, were reclassified and converted into Units (as defined in the Aggregator LLC Agreement) of Aggregator; and

WHEREAS, to the extent that the Incentive Units and Corresponding Units were unvested and/or subject to forfeiture under the terms of the Incentive Unit Agreement, the Third Amended and Restated Aggregator LLC Agreement and the Second Amended and Restated LLC Agreement, as applicable, as of the IPO Closing Date, then such restrictions, as amended pursuant to this Agreement, continued to apply to the Units of Aggregator and the LLC Units of Cure TopCo issued in exchange for the Incentive Units and Corresponding Units, respectively, as reflected in this Agreement.

EXHIBIT 10.6

NOW, THEREFORE, in consideration of the mutual promises, covenants, and conditions contained in this Agreement, the Reorganization Agreement, the Cure TopCo LLC Agreement and the Aggregator LLC Agreement, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties covenant and agree as follows:

1.Capitalized Terms. The following capitalized terms, as used in this Agreement, have the meanings given to them in this Section 1. Other capitalized terms have the meanings given to them elsewhere in this Agreement or, if not so defined, in the Aggregator LLC Agreement or the Cure TopCo LLC Agreement, as applicable.

“Acceleration Event” means (i) a Change in Control or (ii) the NM Members or their respective direct or indirect parent entities, as applicable, ceasing to beneficially own, directly or indirectly, at least 25% of the outstanding Pubco Common Stock (as determined on a fully diluted basis).

“Base Equity Value” means the aggregate investment of the Pre-Combination NM Members or their respective direct or indirect parent entities, as applicable, in the equity securities of Cure TopCo (including (x) any cash dividend, (y) distribution, (z) the proceeds of any partial liquidation of Cure TopCo; but excluding (A) any fees or expense reimbursements under any applicable management or professional services agreement and (B) any fees and expenses realized in connection with any Change in Control).

“Board” means the Board of Directors of Pubco.

“Cash-on-Cash Return” means, without duplication, the cumulative aggregate gross cash return realized, and/or the fair market value of marketable securities received by the Pre- Combination NM Members or their respective direct or indirect parent entities, as applicable, in respect of the Base Equity Value, including, for the avoidance of doubt, any such return or securities received by the Pre-Combination NM Members or their direct or indirect parent entities, as applicable, on a disposition of Pubco Common Stock or of equity securities of the Company (whether such disposition is to Pubco or otherwise); provided that with respect to any disposition of Pubco Common Stock by the Pre-Combination NM Members, the Compensation Committee will make such determinations in good faith as are necessary to allocate the proceeds received on such disposition on a proportionate basis between the Cure TopCo Pubco Common Stock and the shares of Pubco Common Stock held by the Pre-Combination NM Members that are not Cure TopCo Pubco Common Stock. Any portion of any transaction consideration to be received by equityholders of Pubco that is subject to any contingency or future event including, without limitation, transaction escrow arrangement, holdback, installment arrangements or earnouts shall be included in Cash-on-Cash Return if, when and to the extent actually received by the Pre- Combination NM Members or, without duplication, their respective direct or indirect parent entities, as applicable. If the Pre-Combination NM Members or, without duplication, their respective direct or indirect parent entities, as applicable, receive non-marketable securities or other non-cash property pursuant to a distribution or as proceeds from their aggregate investment in equity securities of Cure TopCo, Executive shall be treated no less favorably than any other

2

EXHIBIT 10.6

member of the Board of Directors of Cure TopCo or officer of Cure TopCo and its Affiliates who holds Incentive LLC Units with respect to the inclusion or exclusion of non-marketable securities or other non-cash property from Cash-on-Cash Return.

“Cause” shall have the meaning ascribed to such term in the Employment Agreement or, if not so defined, “Cause” means (i) Executive’s indictment for, conviction of, or a plea of guilty or nolo contendere to, a (A) felony or (B) any crime of moral turpitude; (ii) Executive’s embezzlement, breach of fiduciary duty or fraud with regard to the Company Group or any of its assets or businesses; (iii) Executive’s continued failure to perform the duties of Executive’s position, in the reasonable judgment of the Board; (iv) Executive’s dishonesty, willful misconduct, or illegal conduct relating to the affairs of any member of the Company Group or its affiliates or any of its customers; (v) Executive’s breach of a material provision of this Agreement or any other contractual obligation to any member of the Company Group or its affiliates; or (vi) other conduct by Executive that may be harmful to the business, interests, or reputation of the Company Group, including any material violation of a Company Group policy. With respect to clauses (iii), (iv), (v), and (vi) above, Aggregator shall provide ten (10) days written notice to Executive of its intent to terminate for Cause, and during such ten (10) day period Executive shall have a right to cure (if curable). If not cured within such period (as determined in the reasonable judgment of the Board, the termination of Executive’s service will be effective upon the date immediately following the expiration of the ten (10) day notice period. Notwithstanding anything to the contrary contained herein, Executive’s right to cure as set forth above shall not apply if there are habitual or repeated breaches by Executive.

“Change in Control” means the occurrence of any one or more of the following events:

(i)any Person, other than (a) any employee plan established by Pubco or any Subsidiary, (b) Pubco or any of its Affiliates (including, for the avoidance of doubt, New Mountain Capital, LLC and its Affiliates), (c) an underwriter temporarily holding securities pursuant to an offering of such securities, or (d) an entity owned, directly or indirectly, by stockholders of Pubco in substantially the same proportions as their ownership of Pubco, is (or becomes, during any 12- month period) the “beneficial owner” (as such term is defined in Rule 13d-3 under the Securities Exchange Act of 1934), directly or indirectly, of securities of Pubco (not including in the securities beneficially owned by such Person any securities acquired directly from Pubco or its Affiliates other than in connection with the acquisition by Pubco or its Affiliates of a business) representing 50% or more of the total voting power of the stock of Pubco; provided that the provisions of this subsection (i) are not intended to apply to or include as a Change in Control any transaction that is specifically excepted from the definition of Change in Control under subsection (iii) below;

(ii)the consummation of a merger, amalgamation or consolidation of Pubco with any other corporation or other entity, or the issuance of voting securities in connection with such a transaction pursuant to applicable stock exchange requirements; provided that immediately following such transaction the voting securities of Pubco outstanding immediately prior thereto do not continue to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity of such merger or consolidation or parent entity thereof) 50% or more of the total voting power of Pubco’s stock (or, if Pubco is not the surviving entity of such

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EXHIBIT 10.6

transaction, 50% or more of the total voting power of the stock of such surviving entity or parent entity thereof); and provided, further, that such a transaction effected to implement a recapitalization of Pubco (or similar transaction) in which no Person is or becomes the “beneficial owner” (as such term is defined in Rule 13d-3 under the Securities Exchange Act of 1934), directly or indirectly, of securities of Pubco (not including in the securities beneficially owned by such Person any securities acquired directly from Pubco or its Affiliates other than in connection with the acquisition by Pubco or its Affiliates of a business) representing 50% or more of either the then-outstanding shares of Class A Common Stock or the combined voting power of Pubco’s then- outstanding voting securities shall not be considered a Change in Control; or

(iii)the sale or disposition by Pubco of Pubco’s assets in which any Person acquires (or has acquired during the 12-month period ending on the date of the most recent acquisition by such Person) assets from Pubco that have a total gross fair market value equal to more than 50% of the total gross fair market value of all of the assets of Pubco immediately prior to such acquisition or acquisitions.

Notwithstanding the foregoing, (A) no Change in Control shall be deemed to have occurred if there is consummated any transaction or series of integrated transactions immediately following which the record holders of the Class A Common Stock immediately prior to such transaction or series of transactions continue to have substantially the same proportionate ownership in an entity which owns substantially all of the assets of Pubco immediately prior to such transaction or series of transactions, and (B) no Change in Control shall be deemed to have occurred upon the acquisition of additional control of Pubco by any Person that, prior to such transaction, directly or indirectly controls, is controlled by, or is under common control with, Pubco.

“Company Group” means, at any given time, Pubco, Cure TopCo, Aggregator and their Affiliates.

“Compensation Committee” means the Compensation Committee of the Board.

“Corresponding Class B Share” means, with respect to an Incentive LLC Unit, the share of Class B Common Stock that was issued to Executive pursuant to the Class B Securities Purchase Agreement entered into between Pubco and Executive and that corresponds to the Corresponding Incentive Unit (as defined below).

“Cure TopCo Pubco Common Stock” means the shares of Pubco Common Stock received by the Pre-Combination NM Members in connection with the Reorganization Transactions.

“Employment Agreement” means the applicable employment, retention or other employment letter agreement entered into between Executive and a member of the Company Group (or any predecessor entity).

“IPO Closing Date” has the meaning given to such term in the Reorganization Agreement.

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EXHIBIT 10.6

“NM Members” shall mean (i) New Mountain Partners V, L.P. and its Affiliates in respect of their investment in Remedy Acquisition, LP, (ii) New Mountain Partners V (AIV-C), L.P., and

(iii) New Mountain Partners V (AIV-C2), L.P., and their respective Affiliates, in each case, other than Pubco and its direct or indirect subsidiaries.

“Person” means any individual, corporation, partnership, limited liability company, trust, estate, joint venture, governmental authority or other entity.

“Pre-Combination NM Members” shall mean (i) New Mountain Partners V (AIV-C), L.P., and (ii) New Mountain Partners V (AIV-C2), L.P., and their respective Affiliates, in each case, other than Pubco and its direct and indirect subsidiaries.

“Terminated” or “Terminates” means, with respect to Executive, a Termination of Employment or Service, as applicable.

“Termination of Employment or Service” means a termination of employment or service (for reasons other than a military or personal leave of absence granted by Cure TopCo) of Executive from the Company Group. Notwithstanding the foregoing, if no rights of Executive are reduced or adversely affected, the Compensation Committee may otherwise define Termination of Employment or Service thereafter, provided that any such change to the definition of the term “Termination of Employment or Service” does not subject the applicable Incentive LLC Units to Section 409A of the Code.

2.83(b) Elections. After the issuance of the Corresponding Incentive Units and the Incentive LLC Units as contemplated by the Prior Agreement, Aggregator executed and delivered to the Internal Revenue Service (the “IRS”) an election under Section 83(b) of the Code with respect to the Corresponding Incentive Units and Executive executed and delivered to the IRS an election under Section 83(b) of the Code substantially in the form attached hereto as Appendix A with respect to the Incentive LLC Units (together the “83(b) Elections”). Executive understands that under Section 83(b) of the Code, regulations promulgated thereunder, and certain IRS administrative announcements, in the absence of an effective election under Section 83(b) of the Code, the excess of the fair market value of any Incentive LLC Units, on the date on which any forfeiture restrictions applicable to such Incentive LLC Units lapse, over the price paid for such Incentive LLC Units, could be reportable as ordinary income at that time. For this purpose, the term “forfeiture restrictions” includes the restrictions on transferability and the vesting and reversion conditions imposed under Sections 3 and 4 of this Agreement. Executive understands that (i) in making an 83(b) Election, Executive may be taxed at the time the Incentive LLC Units were received under the Prior Agreement to the extent the fair market value of the Incentive LLC Units exceeded the price for such Incentive LLC Units and (ii) in order to be effective, the 83(b) Elections must have been filed with the IRS within thirty (30) days after February 12, 2021. Executive hereby acknowledges that: (x) the foregoing description of the tax consequences of the 83(b) Elections is not intended to be complete and, among other things, does not describe state, local or foreign income and other tax consequences; (y) none of Cure TopCo, Aggregator, the NM Members, any of their respective Affiliates or any of their respective partners, members, equityholders, directors, officers, employees, agents or representatives (each, a “Related Person”)

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EXHIBIT 10.6

has provided or is providing Executive with tax advice regarding the 83(b) Elections or any other matter, and Cure TopCo, Aggregator and the NM Members and their respective Affiliates have urged Executive to consult Executive’s own tax advisor with respect to income taxation consequences of receiving, holding and disposing of the Incentive LLC Units; and (z) none of Cure TopCo, Aggregator, the NM Members or any other Related Person has advised Executive to rely on any determination by it or its representatives as to the fair market value specified in the 83(b) Elections and will have no liability to Executive if the actual fair market value of the Incentive LLC Units on the date hereof exceeds the amount specified in the respective 83(b) Elections.

3.Incentive Units. The Units of Aggregator issued to Executive hereunder (the “Incentive LLC Units”) and the corresponding LLC Units of Cure TopCo issued to Aggregator (the “Corresponding Incentive Units”) are subject to the vesting conditions set forth in this Section 3. A portion of the Incentive LLC Units and Corresponding Incentive Units, as set forth on Appendix B, shall be subject to time-based vesting conditions (the “Time-Based Units”) and a portion of the Incentive LLC Units and Corresponding Incentive Units, as set forth on AppendixB, shall be subject to performance-based and time-based vesting conditions, as applicable (the “Performance-Based Units”). For purposes of this Agreement and the Aggregator LLC Agreement, the Incentive LLC Units and Corresponding Incentive Units which have become vested in accordance with this Section 3 shall be referred to herein as the “Vested Units” and the remaining Incentive LLC Units and Corresponding Incentive Units shall be referred to herein as the “Unvested Units.” The Incentive LLC Units are subject to the restrictions set forth in this Agreement.

3.1.Time-Based Units. Executive’s Time-Based Units shall continue to time vest in accordance with the vesting schedule set forth on Appendix B. Except as otherwise provided in this Agreement, there shall be no proportionate or partial vesting in the periods prior to each vesting date set forth on Appendix B and all vesting shall occur only on the applicable vesting date set forth on Appendix B, provided that Executive has not been Terminated prior to each applicable vesting date. Notwithstanding the foregoing, any Time-Based Units shall become fully vested upon the occurrence of an Acceleration Event, so long as Executive has not been Terminated prior to the date of such Acceleration Event.

3.2.Performance-Based Units. Executive’s Performance-Based Units shall vest on the earlier to occur of (i) the achievement by the Pre-Combination NM Members (and/or, without duplication, their direct and indirect parent entities) of the aggregate Cash-on-Cash Returns pursuant to the vesting schedule set forth on Appendix B (the “Milestone Condition”) or

(ii) the satisfaction of a service-vesting condition pursuant to which the Performance-Based Units will vest with respect to 50% of such Performance-Based Units on March 7, 2023 and 50% of such Performance-Based Units on March 7, 2024 (the “Service Condition”); provided that Executive has not been Terminated prior to the earliest date on which vesting would occur. With respect to the Milestone Condition, there shall be no proportionate or partial vesting for levels of achievement of Cash-on-Cash Return between the performance thresholds set forth above, and all vesting shall occur on a cliff basis only to the extent that an applicable Cash-on-Cash Return threshold is achieved, and with respect to the Service Condition, except as otherwise provided in this

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EXHIBIT 10.6

Agreement, there shall be no proportionate or partial vesting in the periods prior to each vesting date set forth above and all vesting shall occur only on the applicable vesting date set forth above; provided, in each case, that Executive has not been Terminated prior to the applicable vesting date. For the avoidance of doubt, in the event that the applicable Cash-on-Cash Return is not achieved at any point in time, then the Performance-Based Units shall remain outstanding and eligible to continue to vest in accordance with this Section 3.2; provided that Executive has not been Terminated prior to the earliest date on which vesting would occur; and provided, further, that any Performance-Based Units that remain unvested at such time as the NM Members or their respective direct or indirect parent entities cease to control any Equity Securities of Pubco shall remain subject only to the satisfaction of the Service Condition.

3.3.Call Rights. Except as otherwise provided in this Agreement, in the event of Executive’s Termination for any reason, Aggregator may repurchase from Executive and/or, as applicable, any of his or her Permitted Transferees the portion of the Incentive LLC Units that are Vested Units based on the most recent valuation under Section 409A of the Code obtained by Cure TopCo, subject to the sole discretion of the Board. For purposes of this Section 3.4, all requirements of Executive shall apply equally in full force and effect with respect to any Permitted Transferee.

3.3.1.Aggregator shall have a period of one hundred eighty (180) days (or such longer period as may be necessary to avoid changing the accounting treatment for the acquisition of the Incentive LLC Units being repurchased from an equity-based accounting treatment to a liability based accounting treatment (as contemplated by FASB ASC Topic 718)); provided that such period shall not exceed three hundred sixty-five (365) days following the date of Executive’s Termination, in which to give notice in writing to Executive of Aggregator’s election to exercise its repurchase rights hereunder and thirty

(30) days after delivery of such notice to pay the repurchase price and consummate the repurchase transaction. For the sake of clarity, Aggregator may elect to repurchase any of the Incentive LLC Units of Executive and/or, as applicable, any of his or her Permitted Transferees in one or more separate transactions. The repurchase price, if any, payable pursuant to Aggregator’s exercise of its repurchase rights hereunder shall be paid (i) by delivery to Executive of wire transfer or a certified bank check or checks in the appropriate amount payable to the order of Executive; (ii) by the cancellation of any indebtedness owed by Executive to Aggregator, Cure TopCo or any of their Affiliates; or (iii) by issuance of an unsecured promissory note bearing interest (payable at maturity) at a simple rate per annum equal to the prime rate in effect at such time, with such note to have a maturity date of no greater than seven (7) years following its issuance and otherwise on customary terms and conditions for promissory notes of such type, including acceleration in the event of an Acceleration Event; or (iv) any combination of clauses (i), (ii) or (iii) of this Section 3.4.1, as determined in the sole discretion of Aggregator. Aggregator may choose to have a designee purchase any Incentive LLC Units elected by it to be purchased hereunder so long as Aggregator shall bear any reasonable costs and expenses of Executive in connection with the sale to such designee that Executive would not have otherwise incurred in connection with a sale to Aggregator. All references to Aggregator in this Section 3.4 shall refer to such designee as the context requires. Executive agrees to take all necessary and

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EXHIBIT 10.6

reasonable actions as directed by Aggregator in connection with the consummation of a repurchase pursuant to this Section 3.4, including executing the applicable repurchase documentation. Without limiting the generality of the foregoing, Aggregator shall be entitled to receive customary representations and warranties from Executive regarding the Incentive LLC Units being repurchased including, but not limited to, the representation that Executive has good and marketable title to the Incentive LLC Units to be repurchased free and clear of all liens, claims and other encumbrances.

3.4.Termination of Employment. If Executive’s employment or service relationship Terminates (other than in the case of a Termination for Cause), irrespective of whether Executive receives, in connection with such Termination, any severance or other payment from Cure TopCo or any of its Affiliates under any employment or service agreement or otherwise, the Incentive LLC Units, other than such portion that are Vested Units, shall terminate and be of no further force and effect as of and following the close of business on the date of such Termination. Notwithstanding anything in this Agreement to the contrary, and in addition to the rights of Aggregator set forth in this Section 3.4 (or any other right Aggregator may have), the Incentive LLC Units, including the portion that are Vested Units, shall immediately be forfeited and cancelled, without any consideration being paid therefore and without further action by Aggregator or any other Person, upon a Termination of Executive by Cure TopCo or any of its Affiliates for Cause.

4.Restrictions on Unvested Units; Forfeiture.

4.1.Executive may not offer or Transfer or agree to offer or Transfer, grant any call option with respect to, borrow against, or enter into any swap or derivative transaction with respect to any Incentive LLC Unit or any interest therein, unless such action is taken in accordance with Article VI of the Aggregator LLC Agreement. Any attempted or purported Transfer or other agreement in violation of this Agreement will be void ab initio.

4.2.Notwithstanding anything to the contrary in the Aggregator LLC Agreement, Executive shall not have the right to exercise (and agrees not to exercise or purport to exercise) the “Member Exchange” under the Aggregator LLC Agreement with respect to any Unvested Units.

4.3.If any Vested Units are purchased pursuant to the call right described in Section 3.4, then each Corresponding Class B Share shall simultaneously be forfeited to Pubco for no consideration in accordance with Article 4 of the Cure TopCo LLC Agreement. If any Unvested Units or Vested Units are forfeited upon Executive’s Termination of Employment or Service under Section 3, then each such Unvested Unit (and its Corresponding Class B Share) or Vested Unit (and its Corresponding Class B Share), as applicable, shall be immediately and automatically forfeited to Aggregator or Cure TopCo, as applicable (or, in the case of a Corresponding Class B Share, to Pubco), in each case free and clear of any liens, encumbrances or restrictions, concurrently with the Termination of Employment or Service, and shall no longer be deemed outstanding, without the payment of consideration or notice from Aggregator, Cure TopCo or Pubco and without the need for further action on the part of any Person.

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EXHIBIT 10.6

4.4.Except as provided in this Agreement, from and after the IPO Closing Date, Executive shall have all the rights of a member of Aggregator with respect to the Incentive LLC Units and as a stockholder of Pubco with respect to the Corresponding Class B Shares, including the right to vote the Corresponding Class B Share in respect of a Vested Unit; provided, that any capital stock or securities of Aggregator or Pubco that Executive receives with respect to the Incentive LLC Units or Corresponding Class B Shares through a stock dividend, stock split, reverse stock split, recapitalization, or similar transaction will be subject to the same restrictions applicable to the Incentive LLC Units or Corresponding Class B Shares with respect to which such capital stock or other securities was distributed or received, as set forth in this Agreement. Executive will be the record owner of each Incentive LLC Unit until or unless such Incentive LLC Unit reverts to Aggregator as provided under this Agreement or is Transferred in accordance with the terms of this Agreement and the Aggregator LLC Agreement, and as record owner will be entitled to all rights granted to owners of the LLC Units of Aggregator, except as expressly provided under this Agreement or the Aggregator LLC Agreement.

4.5.The Corresponding Incentive Units and Incentive LLC Units shall be uncertificated unless otherwise determined by Cure TopCo, in the case of the Corresponding Incentive Units, or Aggregator, in the case of the Incentive LLC Units.

4.6.If Executive is not already a party to the Aggregator LLC Agreement, then Executive agrees that upon execution of this Agreement, Executive agrees to join and become a party to the Aggregator LLC Agreement and be fully bound by, and subject to all of the covenants, terms and conditions of the Aggregator LLC Agreement as though an original party thereto and Aggregator agrees to accept Executive as a party to the Aggregator LLC Agreement and that this Agreement shall serve as Executive’s joinder to the Aggregator LLC Agreement.

4.7.By virtue of the issuance of the Incentive LLC Units hereunder and Executive’s execution of this Agreement, Executive shall be deemed to have granted a power of attorney to the Board of Directors of Aggregator with respect to all Incentive LLC Units owned by Executive and acquired by Executive hereunder, which power of attorney shall, for the avoidance of doubt, include a grant by Executive of a perpetual and irrevocable power of attorney to Aggregator, with full right, power and authority to take all actions necessary and/or desirable on behalf of Executive to effectuate the provisions of this Section 4.

5.Compensation Committee Discretion. The Compensation Committee shall in good faith make all determinations necessary or appropriate to determine whether the Incentive LLC Units shall have become vested. The Compensation Committee’s determinations shall be final, binding and conclusive upon all parties, absent manifest error or bad faith. The Compensation Committee may, in its sole discretion, provide for accelerated vesting of any portion of the Incentive LLC Units at any time and for any reason.

6.No Right to Continued Service. Executive agrees that no provision contained in this Agreement shall entitle Executive to remain employed by the Company Group, affect the right of

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EXHIBIT 10.6

the Company Group to Terminate Executive’s employment at any time, or confer on Executive any right to employment for a fixed term.

7.Restrictive Covenants. Executive hereby acknowledges and agrees that Executive will be subject to the restrictive covenants set forth in Appendix C, which are incorporated herein by reference as if such provisions were set forth herein in full.

8.Executive Representations. Executive shall be deemed to acknowledge and make the following representations and warranties and as otherwise may be requested by Cure TopCo or Aggregator for compliance with applicable laws, and any issuances of Incentive LLC Units by Aggregator and any issuance of Corresponding Incentive Units by Cure TopCo hereunder shall be made in reliance upon the express representations and warranties of Executive:

8.1.Executive is acquiring and will hold the Incentive LLC Units to be issued hereunder for investment for Executive’s account only and not with a view to, or for resale in connection with, any “distribution” thereof within the meaning of the Securities Act or other applicable securities laws.

8.2.Executive will not Transfer the Incentive LLC Units in violation of this Agreement, the Aggregator LLC Agreement, the Securities Act (or the rules and regulations promulgated thereunder) or under any other applicable securities laws; provided that, the foregoing shall in no way limit Executive’s ability to Transfer the Incentive LLC Units pursuant to the provisions of the Aggregator LLC Agreement. Executive agrees that Executive will not Transfer the Incentive LLC Units to be issued hereunder unless and until Executive has complied with all requirements of this Agreement and the Aggregator LLC Agreement applicable to the disposition of such Incentive LLC Units.

8.3.Executive has had the opportunity to ask questions and receive answers from Cure TopCo and Aggregator concerning the terms and conditions of the issuance of the Incentive LLC Units and to obtain any additional information which Cure TopCo or Aggregator possesses or can acquire without unreasonable effort or expense that Executive has requested.

8.4.Executive is an experienced and sophisticated investor and has such knowledge and experience in financial and business matters as are necessary to evaluate the merits and risks of an investment in the Incentive LLC Units and the Corresponding Incentive Units.

8.5.Executive has only relied on the advice of, or has consulted with, Executive’s own legal, financial and tax advisors, and the determination of Executive to acquire Incentive LLC Units pursuant to this Agreement has been made by Executive independent of any statements or opinions as to the advisability of such acquisition or as to the properties, business, prospects or condition (financial or otherwise) of Cure TopCo, Aggregator or any of their respective Subsidiaries which may have been made or given by any other Person (including all Persons acquiring Incentive LLC Units on the date hereof) or by any agent or employee of such Person and independent of the fact that any other Person has decided to become a holder of Incentive LLC Units.

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EXHIBIT 10.6

8.6.Executive hereby represents and warrants that Executive is an “accredited investor” as defined in Rule 501(a)(6) of Regulation D of the Securities Act as the result of having

(i) individual income in excess of $200,000 in each of 2019 and 2020, or joint income with Executive’s spouse in excess of $300,000 in each of 2019 and 2020, and (ii) a reasonable expectation of having individual income in excess of $200,000 in 2021, or joint income with Executive’s spouse in excess of $300,000 in 2021.

9.Specific Performance. Each of the parties agrees that any breach of the terms of this Agreement will result in irreparable injury and damage to the other parties, for which there is no adequate remedy at law. Each of the parties therefore agrees that in the event of a breach or any threat of breach, the other parties shall be entitled to an immediate injunction and restraining order to prevent such breach, threatened breach or continued breach, and/or compelling specific performance of this Agreement, without having to prove the inadequacy of money damages as a remedy or balancing the equities between the parties. Such remedies shall be in addition to any other remedies (including monetary damages) to which the other parties may be entitled at law or in equity. Each party hereby waives any requirement for the securing or posting of any bond in connection with any such equitable remedy.

10.Amendments and Waivers. The Board shall have the right to amend this Agreement with the consent of Executive; provided, however, that to the extent necessary under any applicable law, regulation, or exchange requirement, no amendment shall be effective unless approved by the members of Aggregator if required by applicable law, regulation, or exchange requirement.

11.Governing Law; Venue; Service of Process; Waiver of Jury Trials.

11.1.This Agreement shall be governed by, and construed in accordance with, the laws of the State of Delaware, without giving effect to any choice of law or conflict of law rules or provisions (whether of the State of Delaware or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of Delaware. Any dispute relating hereto shall be heard in the state or federal courts of Delaware, and the parties agree to jurisdiction and venue therein (it being understood and agreed that any order from any such court may be enforced in any other jurisdiction). Each of the parties hereto hereby waives, to the fullest extent permitted by law, any right to trial by jury of any claim, demand, action, or cause of action arising under or related to this Agreement whether now existing or hereafter arising, and whether in contract, tort, equity, or otherwise. The parties hereto each hereby agrees and consents that any such claim, demand, action, or cause of action shall be decided by court trial without a jury and that the parties hereto may file an original counterpart of a copy of this Agreement with any court as written evidence of the consent of the parties hereto to the waiver of their right to trial by jury.

11.2.Executive (i) agrees that service of process in any such claim, demand, action, proceeding or cause of action arising under this Agreement may be effected by mailing a copy of such process by registered or certified mail (or any substantially similar form of mail), postage prepaid, to such party, in the case of Executive, at Executive’s address shown in the books

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EXHIBIT 10.6

and records of Aggregator or Cure TopCo, in the case of Aggregator, at Aggregator’s principal offices, attention General Counsel, or in the case of Cure TopCo, at Cure TopCo’s principal offices, attention General Counsel, and (ii) agrees that nothing in this Agreement shall affect the right to effect service of process in any other manner permitted by the laws of the State of Delaware.

12.Severability. Whenever possible, each provision of this Agreement shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Agreement is held to be invalid, illegal or unenforceable in any respect under any applicable law or rule in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other provision or any other jurisdiction, but this Agreement shall be reformed, construed and enforced in such jurisdiction as if such invalid, illegal or unenforceable provision had never been contained herein.

13.Notice. Unless otherwise provided herein, all notices, requests, demands, claims and other communications to be given or delivered under or by reason of the provisions of this Agreement shall be in writing and shall be deemed to have been duly received (a) upon receipt by hand delivery, (b) upon receipt after being mailed by certified or registered mail, postage prepaid, (c)the next business day after being sent via a nationally recognized overnight courier, or (d) upon confirmation of delivery if transmitted by electronic mail electronic mail in portable document format (PDF format) with an electronic read receipt requested, to the email address indicated (provided a copy thereof is also sent by one of the other methods described in this Section 13. Such notices, demands and other communications shall be sent to the address, email address or facsimile number indicated below:

(a)If to Aggregator or Cure TopCo: Cure Aggregator, LLC

Cure TopCo, LLC

c/o New Mountain Capital, L.L.C. 787 Seventh Avenue

New York, NY 10019

Attention:    Vignesh Aier and Kyle Peterson

E-mail:    vaier@newmountaincapital.com

kpeterson@newmountaincapital.com

Cure TopCo, LLC

4055 Valley View Lane, Suite 400

Dallas, Texas 75244

Attention:    Bradford Kyle Armbrester and Steven Senneff Email:    karmbrester@signifyhealth.com

ssenneff@signifyhealth.com

with a copy (with shall not constitute notice) to:

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EXHIBIT 10.6

David Polk & Wardwell, LLP 450 Lexington Avenue

New York, NY 10017

Attention:    Shane Tintle and Jeffrey P.Crandall Email:    shane.tintle@davispolk.com

jeffrey.crandall@davispolk.com

(b)If to Executive, at the most recent address or electronic mail address contained in the Aggregator’s and Cure TopCo’s records.

14.Dispute Resolution. Any dispute or disagreement which may arise under, or as a result of, or which may in any way relate to, the interpretation, or construction or of this Agreement shall be determined by the Compensation Committee, in good faith, whose determination shall be final, binding and conclusive for all purposes.

15.Successors and Assigns. This Agreement shall be binding on, inure to the benefit of and be enforceable by Cure TopCo, Aggregator, Executive and their respective personal representatives, heirs, successors and assigns (including all subsequent holders of one or more of the Incentive LLC Units). Any Person acquiring or claiming an interest in an Incentive LLC Unit, in any manner whatsoever, shall be subject to and bound by all terms, conditions and restrictions of this Agreement without regard to whether such Person has executed a counterpart hereof or any other document contemplated hereby.

16.Notice. All notices, consents, waivers and other communications required or permitted by this Agreement shall be in writing and shall be deemed given to a party when delivered or sent in accordance with Section 9.5 of the Aggregator LLC Agreement (to, in the case of Executive, the address kept on file in Cure TopCo’s or Aggregator’s records).

17.Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed to be an original but all of which together will constitute one and the same instrument. A facsimile or portable document format (PDF) copy of a counterpart signature page to this Agreement shall be deemed an original for all purposes.

18.Entire Agreement. This Agreement sets forth the entire agreement of the parties hereto with respect to the subject matter contained herein and supersede all prior agreements, promises, covenants, arrangements, communications, representations or warranties, whether oral or written, by any officer, member, manager or representative of any party hereto in respect of such subject matter. Without limiting the forgoing, this Agreement supersedes and replaces the Prior Agreement and the Incentive Unit Agreement (other than with respect to any restrictive covenants set forth therein) which shall be of no further force and effect.

19.Transfer of Personal Data. Executive authorizes, agrees and unambiguously consents to the transmission by Cure TopCo or Aggregator (or any Affiliate of Cure TopCo or Aggregator) of any personal data information related to the Incentive LLC Units awarded under

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EXHIBIT 10.6

this Agreement for legitimate business purposes. This authorization and consent is freely given by Executive.

20.Effectiveness. This Agreement shall be effective as of the Restatement Date.

[Signature Page Follows]

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EXHIBIT 10.6

SIGNATURE PAGE

TO

INCENTIVE UNIT AGREEMENT

IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the date first above written.

Print Name: Peter Boumenot    

CURE TOPCO, LLC

By: Name: Kyle Armbrester     Title: Chief Executive Officer    

CURE AGGREGATOR, LLC

By: Name: Kyle Armbrester     Title: Chief Executive Officer    

EXHIBIT 10.6

Appendix A

ELECTION TO INCLUDE AMOUNT IN GROSS INCOME PURSUANT TO SECTION 83(b) OF THE INTERNAL REVENUE CODE

On February 12, 2021, the undersigned acquired 161,865 LLC Units (the “Incentive LLCUnits”) of Cure Aggregator, LLC, a Delaware limited liability company (“Aggregator”) for $24.00 per Incentive LLC Unit. The total amount paid by the undersigned for the Incentive LLC Units was $3,884,760. The Incentive LLC Units are subject to a substantial risk of forfeiture (described below) that may not be avoided by a transfer of the Incentive LLC Units to another person and are also subject to certain restrictions on transfer.

The undersigned desires to make an election to have the receipt of the Incentive LLC Units taxed under the provisions of Code §83(b) at the time the undersigned acquired the Incentive LLC Units.

Therefore, pursuant to Code §83(b) and Treasury Regulation §1.83-2 promulgated thereunder, the undersigned hereby makes an election, with respect to the Incentive LLC Units (described below), to report as taxable income for calendar year 2021 the excess (if any) of the Incentive LLC Units’ fair market value on February 12, 2021 over the purchase price thereof.

The following information is supplied in accordance with Treasury Regulation §1.83-2(e):

1.The name, address and social security number of the undersigned: Name: Peter Boumenot

Address:

SSN:    

2.A description of the property with respect to which the election is being made: 161,865 LLC Units of Aggregator.

3.The date on which the Incentive LLC Units were transferred: February 12, 2021. The taxable year for which such election is made: 2021.

4.The restrictions to which the property is subject: Under certain circumstances, the Incentive LLC Units may be forfeited.

5.The fair market value on February 12, 2021 of the property with respect to which the election is being made, determined in accordance with IRS Revenue Procedure 93-27 and without regard to any lapse restrictions: $24 per Incentive LLC Unit.

6. The amount paid or to be paid for such property: $24 per Incentive LLC Unit.

*    *    *    *    *

EXHIBIT 10.6

A copy of this election has been furnished to Aggregator pursuant to Treasury Regulations §1.83- 2(d).

Dated: , 2021

EXHIBIT 10.6

Appendix B

Number of Incentive LLC Units: 161,865

Number of Corresponding Incentive Units: 161,865

Number of Time-Based Units: 64,746 Number of Performance-Based Units: 97,119

Time-Based Unit Vesting Schedule:

25%	on 12/31/2019
25%	on 12/31/2020
25%	on 12/31/2021
25%	on 12/31/2022

Performance-Based Unit Milestone Condition Vesting Schedule:

Percentage Vesting	Cash-on-Cash Return
0.00%	Less than 2.00 times the Base Equity Value
50.00%	2.00 times the Base Equity Value
100.00%	3.00 times or greater the Base Equity Value

EXHIBIT 10.6

Appendix C

Restrictive Covenants

1.Definitions. Capitalized terms not defined herein shall have the meaning set forth in the Amended and Restated Incentive Unit Agreement (the “Agreement”) to which this Appendix C (this “Appendix”) is appended. For purposes of this Appendix:

(a)“Business” means any line of business in which any member of the Company Group is engaged and for which (i) Executive provides significant services or (ii) Executive has or has access to Confidential Information (as defined below), during Executive’s employment, or, with respect to the portion of the Restricted Period that follows termination of Executive’s employment, at the time of such termination.

(b)“Company” means Signify Health, Inc., a Delaware corporation (including its successors and assigns).

(c)“Company Group” means the Company, its subsidiaries and its affiliates.

(d)“Confidential Information” means any non-public, proprietary or confidential information, including, without limitation, trade secrets, know-how, research and development, software, databases, inventions, processes, methods, procedures, computer programs and architecture, formulae, technology, designs, customer information, lists and identities, employee lists and identities, methodologies, contractual forms, Works and other Intellectual Property, information concerning finances, investments, profits, pricing, costs, products, services, vendors, customers, clients, partners, investors, personnel, compensation, recruiting, training, advertising, sales, marketing, promotions, government and regulatory activities and approvals, in each case, concerning the past, current or future business, activities and operations of the Company Group and/or any third party that has disclosed or provided any of same to the Company Group on a confidential basis, and other information, whether tangible or intangible. Notwithstanding the foregoing, “Confidential Information” shall not include any information that is or becomes (A) generally known to the public other than as a result of Executive’s breach of this or any other confidentiality covenant; or (B) required by law to be disclosed; provided that with respect to subsection (B), Executive shall, to the extent permitted by law, give prompt written notice to the Company of such requirement, disclose no more information than is so required, and reasonably cooperate at the Company’s sole expense with any attempts by the Company to obtain a protective order or similar treatment.

(e)“Intellectual Property” means any and all patents, invention disclosures, invention registrations, ideas, trademarks, service marks, trade names, corporate names, trade dress, certification marks, logos, domain names, social media identifiers or accounts, rights of publicity, copyrights, derivative works, mask works, trade secrets, know-how, software, and all other intellectual property and proprietary rights recognized by any applicable law of any jurisdiction, and all registrations and applications for registration of, improvements to the inventions disclosed in each such issuance, patent or patent application and all rights to claim priority (including under the Paris Convention) to and all goodwill associated with the foregoing, including rights in copies and embodiments of any of the foregoing (whether electronic or tangible) and rights to sue or

EXHIBIT 10.6

recover and retain damages and costs and attorneys’ fees for past, present and future infringement, misappropriation or other violation of any of the foregoing.

(f)“Moral Rights” means any rights to claim authorship of a work, to object to or prevent the modification or destruction of a work, or to withdraw from circulation or control the publication or distribution of a work, and any similar right, existing under any applicable law of any jurisdiction, regardless of whether or not such right is denominated or generally referred to as a “moral right.”

(g)“Restricted Area” means (A) any geographic area in which any member of the Company Group does business during Executive’s employment with the Company Group or (B) within twenty five (25) miles of any location where any member of the Company Group has one or more clients or customers during Executive’s employment with the Company Group or, with respect to the portion of the Restricted Period that follows the termination of Executive’s employment with the Company Group, at the time of such termination.

(h)“Restricted Period” means the 12 month period immediately following the date of the cessation of Executive’s employment with the Company Group for any reason.

(i)“Restricted Employee” means any employee of the Company Group, or any person who was an employee of the Company Group at any time during the six months prior to the date such person is to be so hired, solicited or contacted (other than any person who was terminated by any member of the Company Group without cause prior to being so hired, solicited or contacted), in each case that is not a Senior Restricted Employee.

(j)“Senior Restricted Employee” means any C-level executive officer of any member of the Company Group.

(k)“Works” means any and all works of authorship, inventions, discoveries, materials, processes, methods, documents or other work product (including without limitation, research, reports, software, data, databases, programs, apparatus, designs, systems, applications, presentations, textual works, content, or audiovisual materials and the like).

2.Scope and Reasonableness. The Executive acknowledges and agrees that (a) the covenants of Executive set forth in this Appendix constitute a material inducement for the Company to execute and deliver the Agreement, and (b) irreparable harm would result to the Company and the Company Group as a result of a violation or breach by Executive of the obligations set forth in this Appendix. Executive acknowledges and agrees that the restrictions contained in this Appendix, including, with respect to the definition of the Business, the Restricted Area and the Restricted Period are reasonable in all respects, including for the purpose of preserving for the Company’s and each member of the Company Group’s proprietary rights, going business value and goodwill of the Company Group and the Business.

3.Restrictive Covenants and Representations.

(a)Confidential Information.

EXHIBIT 10.6

(i)Subject to Section 3(a)(v) and Section 3(d), Executive will not at any time

(A) retain or use for the benefit, purposes or account of Executive or any other person outside of the Company Group, or in any manner adverse to the interests of the Company Group, any Confidential Information; or (B) disclose, divulge, reveal, communicate, share, transfer or provide access to any person outside of the Company Group any Confidential Information (other than in performance of Executive’s duties during Executive’s employment and/or service with the Company Group and pursuant to customary industry practice), without the prior written authorization of the Board of Directors of the Company. Executive will take all action reasonably necessary to protect the Confidential Information from being disclosed to anyone other than persons authorized by the Company Group.

(ii)Except as required by law, Executive will not disclose to anyone, other than Executive’s family (it being understood that, in this Section 3, the term “family” refers to Executive, Executive’s spouse, children, parents and spouse’s parents) and advisors, the existence or contents of this Appendix; provided that Executive may disclose to any prospective future employer the provisions of this Section 3. This Section 3(a)(ii) shall terminate if a member of the Company Group publicly discloses a copy of this Appendix (or, if a member of the Company Group publicly discloses summaries or excerpts of this Appendix, to the extent so disclosed).

(iii)All Confidential Information shall remain the sole and exclusive property of the applicable Company Group. To the extent that Executive acquires any right, title or interest in or to any Confidential Information, Executive hereby irrevocably assigns, transfers, conveys and delivers to the applicable member of the Company Group all such right, title and interest in and to such Confidential Information.

(iv)Upon termination of Executive’s employment with the Company Group for any or no reason, Executive shall (A) cease and not thereafter commence use of any Confidential Information or Intellectual Property (including without limitation, any patent, invention, copyright, trade secret, trademark, trade name, logo, domain name or other source indicator) owned or used by the Company Group; and (B) immediately destroy, delete, or return to the Company, at the Company’s option, all originals and copies in any form or medium (including documents, memoranda, books, papers, plans, computer files, letters, email and computer disks or tapes, whether machine or user readable, and other data) in Executive’s possession or control (including any of the foregoing stored or located in Executive’s office, home, laptop or other computer, whether or not Company Group property) that contain Confidential Information. At the time Executive returns or destroys such copies of Confidential Information, Executive will acknowledge to the Company Group, in writing and under oath, that Executive has complied with the terms of this Appendix.

(v)18 U.S.C. § 1833(b) provides: “An individual shall not be held criminally or civilly liable under any Federal or State trade secret law for the disclosure of a trade secret that

(A) is made (i) in confidence to a Federal, State, or local government official, either directly or indirectly, or to an attorney; and (ii) solely for the purpose of reporting or investigating a suspected violation of law; or (B) is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal.” Nothing in this Section 3 is intended to conflict with 18 U.S.C. § 1833(b) or create liability for disclosures of trade secrets that are expressly allowed by 18 U.S.C. § 1833(b). Accordingly, the parties to this Appendix have the right to disclose in

EXHIBIT 10.6

confidence trade secrets to federal, state, and local government officials, or to an attorney, for the sole purpose of reporting or investigating a suspected violation of law. The parties also have the right to disclose trade secrets in a document filed in a lawsuit or other proceeding, but only if the filing is made under seal and protected from public disclosure.

(b)Non-Competition/Non-Solicitation.

(i)While Executive is employed by the Company Group and during the Restricted Period, Executive agrees to not, directly or indirectly, whether as owner, partner, investor, consultant, agent, employee, co-venturer or otherwise, carry on, own, manage, operate, participate in or be employed or engaged in any capacity by any person or entity engaged in the Business within the Restricted Area (“Competing Business”), provided that, Executive may (x) collectively own less than 1% of the outstanding shares of any class of securities of any enterprise (but without otherwise participating in the activities of such enterprise) if such securities are listed on any national or regional securities exchange and have been registered under Section 12(g) of the Securities Exchange Act of 1934, as amended and (y) following the cessation of Executive’s employment with the Company Group, be employed or engaged by or provide services to a Competing Business so long as (1) Executive works for or provides services to a division or subsidiary that is not itself engaged in the Business and (2) Executive is not employed or engaged in any capacity similar or related to the capacity in which Executive was employed by the Company Group for the two-year period immediately preceding the date of Executive’s cessation of employment. Competing Businesses include, without limitation, Aledade, Evolent Health, Privia Health, Collaborative Health Systems (under WellCare), Imperium Health Management, Clover Health, Premier and VillageMD. While Executive is employed by the Company Group and during the Restricted Period, Executive agrees not to, either alone or in conjunction with Executive’s affiliates, directly or indirectly solicit, induce or attempt to induce any Senior Restricted Employee or Restricted Employee to leave the employ or service of any member of the Company Group, hire any Senior Restricted Employee or Restricted Employee, or in any way interfere with the employee relationship between the Company Group and any such Senior Restricted Employee or Restricted Employee, provided that, that the foregoing restriction not to solicit (but not, for the avoidance of doubt, the restrictions on hiring, inducement or interference) shall not be violated by general advertising or solicitation not specifically targeted at any Senior Restricted Employee or Restricted Employee.

(ii)While Executive is employed by the Company Group and during the Restricted Period, Executive shall not, either alone or in conjunction with Executive’s affiliates, directly or indirectly, (A) solicit, induce or service, attempt to solicit, induce or service, or assist in soliciting, inducing or servicing, the business of any then current client or prospective supplier, licensee, licensor or other business relation of any member of the Company Group in a manner which (x) induces such person to cease doing business with, or (y) reduces the amount of business conducted with, any member of the Company Group, or (B) in any way interfere with the relationship between any then current or prospective client, supplier, licensee, licensor or other business relation of any member of the Company Group:

(1)with whom Executive had personal contact or dealings in furtherance of the Business on behalf of any member of the Company Group during the one-year period immediately preceding Executive’s termination of employment;

EXHIBIT 10.6

(2)about whom Executive had knowledge of any member of the Company Group’s plans with respect to such person;

(3)with whom employees reporting to Executive have had personal contact or dealings on behalf of any member of the Company Group during the one-year period immediately preceding Executive’s termination of employment; or

(4)for whom Executive had direct or indirect responsibility during the one-year period immediately preceding Executive’s termination of employment.

(c)Intellectual Property.

(i)Executive shall promptly and fully disclose in writing to the Company Group any and all Works and any and all Intellectual Property that Executive conceives, creates, invents, designs, develops, contributes to, improves or reduces to practice, either alone or with one or more third parties, at any time during Executive’s employment with any member of the Company Group (i) that are within the scope of such employment, (ii) with the use of any resources, trade secrets, know-how or other Confidential Information of the Company Group or

(iii)that otherwise relate to the Company Group’s business or actual or demonstrably anticipated research or development (collectively, “Newly Developed Works”). Executive also acknowledges and agrees that the Company Group solely and exclusively owns any and all Works and Intellectual Property that Executive conceived, created, invented, designed, developed, contributed to, improved or reduced to practice, either alone or with one or more third parties, at any time prior to the date hereof, (A) that were within the scope of his or her employment with the Company Group, (B) with the use of any resources trade secrets, know-how or other confidential information of the Company Group or its subsidiaries or (C) that otherwise related to the Company Group’s business or actual or demonstrably anticipated research or development (“Previously DevelopedWorks” and together with Newly Developed Works, “Company Works”).

(ii)Executive acknowledges and agrees that the Company Group has and will continue to have sole exclusive title and ownership rights in and to all Company Works. Executive hereby irrevocably assigns, transfers, conveys and delivers, to the maximum extent permitted by applicable law, all of Executive’s right, title, and interest in, to and under Company Works (including rights under patent, industrial property, copyright, trademark, trade secret, unfair competition, other Intellectual Property laws, and related laws) to the Company, to the extent ownership of any such rights does not vest originally in the Company. Executive acknowledges and agrees that, with respect to any Company Works that may qualify as a Work Made for Hire as defined in 17 U.S.C. § 101 or other applicable law, such Company Work is and will be deemed a Work Made for Hire and the Company will have the sole and exclusive right to all Intellectual Property related thereto (or, in the event that any such Company Work does not qualify as a Work Made for Hire, all Intellectual Property related thereto is automatically assigned to the Company as above). If Executive creates any written records (in the form of notes, sketches, drawings, or any other tangible form or media) of any Company Works, Executive will keep and maintain same. The records will be available to and remain the sole property and intellectual property of the Company at all times.

EXHIBIT 10.6

(iii)Executive shall take all reasonably requested actions and execute all reasonably requested documents (including any licenses or assignments required by a government contract) at the Company’s expense (but without further remuneration) to assist the Company in validating, maintaining, protecting, enforcing, perfecting, recording, patenting or registering any of the Company’s rights in the Company Works.

(iv)Executive shall not improperly use for the benefit of, bring to any premises of, divulge, disclose, communicate, reveal, transfer or provide access to, or share with the Company or its subsidiaries any confidential, proprietary or non-public information or Intellectual Property relating to a former employer or other third party without the prior written permission of such third party. Executive shall comply with all relevant policies and guidelines of the Company and its subsidiaries that are from time to time previously disclosed to Executive, including regarding the protection of Confidential Information and Intellectual Property and potential conflicts of interest.

(v)Set forth in Exhibit A (Prior Inventions) attached hereto is a complete list of all Works and Intellectual Property that Executive, alone or jointly with others, conceived, developed, created, invented, designed, developed, contributed to, improved or reduced to practice prior to the commencement of Executive’s employment with the Company Group, that are Executive’s property, and that the Company acknowledges and agrees are excluded from the scope of this Appendix (collectively, “Prior Inventions”). If disclosure of any such Prior Invention would cause Executive to violate any prior confidentiality agreement, Executive understands that Executive is not to list such Prior Inventions in Exhibit A but is only to disclose where indicated a cursory name for each such Prior Invention, a listing of each person or entity to whom it belongs, and the fact that full disclosure as to such Prior Inventions has not been made for that reason (it being understood that, if no Invention or disclosure is provided in Exhibit A, Executive hereby represents and warrants that there are no Prior Inventions). If, in the course of Executive’s employment with the Company Group, Executive incorporates any Prior Invention into any Company Group product, process or machine or otherwise uses any Prior Invention, Executive hereby grants to the Company Group a worldwide, non-exclusive, irrevocable, perpetual, fully paid-up and royalty-free license (with rights to sublicense through multiple tiers of sublicensees) to use, reproduce, modify, make derivative works of, publicly perform, publicly display, make, have made, sell, offer for sale, import and otherwise exploit such Prior Invention for any purpose.

(vi)To the extent Executive may do so under applicable law, Executive hereby waives and agrees never to assert any Moral Rights that Executive may have in or with respect to any Company Works, even after termination of any work on behalf of the Company Group.

(vii)The provisions of Section 3(c) hereof shall survive the termination of Executive’s employment for any or no reason.

(d)Whistleblower Protection. Notwithstanding anything to the contrary contained in this Appendix (including Section 3), no provision of this Appendix shall be interpreted so as to impede Executive from reporting possible violations of federal law or regulation to any governmental agency or entity, including but not limited to the Department of Justice, the Securities and Exchange Commission, the Congress, and any agency Inspector General, or making other disclosures under the whistleblower provisions of federal law or regulation. Executive does

EXHIBIT 10.6

not need the prior authorization of any member of the Company Group to make any such reports or disclosures, and Executive shall not be not required to notify any member of the Company Group that such reports or disclosures have been made. The Company Group may not retaliate against Executive for any of these activities, and nothing in this Appendix or otherwise requires Executive to waive any monetary award or other payment that Executive might become entitled to from the Securities and Exchange Commission or any other governmental entity or self- regulatory organization.

(e)Blue Pencil. It is the desire and intent of the parties that the provisions of this Section 3 shall be enforced to the fullest extent permissible under the laws and policies in the jurisdiction in which enforcement is sought. Accordingly, if any particular provision or clause of this Section 3 shall be adjudicated to be invalid or unenforceable, then such provision or clause shall be deemed amended to delete therefrom the portion thus adjudicated to be invalid or unenforceable or modified to permit its enforcement to the maximum extent permitted by law.

(f)Equitable Relief and Other Remedies. Executive acknowledges and agrees that a breach of this Section 3 may result in material and irreparable injury to the Company Group and that the Company’s remedies at law for a breach or threatened breach of any of the provisions of Section 3 of this Appendix would be inadequate and, in recognition of this fact, Executive agrees that, in the event of such a breach or threatened breach, in addition to any remedies at law, the Company Group, without posting any bond or other security, shall be entitled to obtain equitable relief in the form of specific performance, a temporary restraining order, a temporary or permanent injunction or any other equitable remedy which may then be available, without the necessity of showing actual monetary damages.

(g)Return of Property. Upon termination of Executive’s employment with the Company Group for any reason whatsoever, voluntarily or involuntarily (and in all events within five (5) days of Executive’s date of termination), and at any earlier time the Company requests, Executive will deliver to the person designated by the Company all originals and copies of all documents and property of the Company Group in Executive’s possession, under Executive’s control or to which Executive may have access, including but not limited to, any office or communications equipment (e.g., laptop, cellular phone, etc.) that Executive has or has been using, and any business or business-related files that Executive has in Executive’s possession. Executive will not reproduce or appropriate for Executive’s own use, or for the use of others, any property or Confidential Information, and shall remove from any personal computing or communications equipment all information relating to the Company Group.

(h)Non-Disparagement. While Executive is employed by the Company Group and thereafter, Executive agrees that Executive will not disparage any member of the Company Group or any of its officers, directors, investors, employees, and agents, and its and their respective successors and assigns, heirs, executors, and administrators, or make any public statement reflecting negatively on any member of the Company Group or any of its officers, directors, investors, employees, and agents, and its and their respective successors and assigns, heirs, executors, and administrators, to third parties, including, but not limited to, any matters relating to the operation or management of the Company Group, irrespective of the truthfulness or falsity of such statement. The foregoing limitation shall not be violated by truthful statements in response to legal process, required governmental testimony or filings, or administrative or arbitral proceedings

EXHIBIT 10.6

(including, without limitation, depositions in connection with such proceedings), and the foregoing limitation on the Company’s executives and directors shall not be violated by statements that they in good faith believe are necessary or appropriate to make in connection with performing their duties and obligations to the Company.

(i)Executive Representation. Executive represents and warrants to the Company that there are no restrictions, agreements or understandings whatsoever to which Executive is a party which would prevent or make unlawful Executive’s execution of this Appendix or Executive’s employment with the Company Group, which is or would be inconsistent or in conflict with this Appendix or Executive’s employment with the Company Group, or would prevent, limit or impair in any way the performance by Executive of the obligations hereunder or otherwise to the Company Group. In addition, Executive has disclosed to the Company all restraints, confidentiality commitments and other employment restrictions that Executive has with any other employer, person or entity. Executive covenants that in connection with Executive’s provision of services to the Company Group, Executive shall not breach any obligation (legal, statutory, contractual or otherwise) to any former employer or other person, including, but not limited to, obligations relating to confidentiality and proprietary rights.

(j)Tolling. In the event of any violation of the provisions of this Section 3, Executive acknowledges and agrees that the post-termination restrictions contained in this Section 3 shall be extended by a period of time equal to the period of such violation, it being the intention of the parties hereto that the running of the applicable post-termination restriction period shall be tolled during any period of such violation.

4.Cooperation. During the Executive’s employment with the Company Group and thereafter, Executive shall cooperate with the Company Group, upon the Company’s reasonable request and sole expense, with respect to any internal investigation or administrative, regulatory or judicial proceeding involving matters within the scope of Executive’s duties and responsibilities to the Company Group (including, without limitation, Executive being available to the Company upon reasonable notice for interviews and factual investigations, appearing at the Company’s reasonable request to give testimony without requiring service of a subpoena or other legal process, and turning over to the Company all relevant Company documents which are or may come into Executive’s possession during Executive’s employment) (collectively, the “Claims”). To the extent permitted by law, Executive agrees to promptly inform the Company if Executive becomes aware of any lawsuits involving Claims that may be filed or threatened against any member of the Company Group. Executive also agrees to promptly inform the Company (to the extent that Executive is legally permitted to do so) if Executive is asked to assist in any investigation of any member of the Company Group (or its actions) or another party attempts to obtain information or documents from Executive (other than in connection with any litigation or other proceeding in which Executive is a party-in-opposition) with respect to matters Executive believes in good faith to relate to any investigation of any member of the Company Group, in each case, regardless of whether a lawsuit or other proceeding has then been filed against any member of the Company Group with respect to such investigation, and shall not do so unless legally required. During the pendency of any litigation or other proceeding involving Claims, Executive shall not communicate with anyone (other than Executive’s attorneys and tax and/or financial advisors and except to the extent that Executive determines in good faith is necessary in connection with the performance of Executive’s duties hereunder) with respect to the facts or subject matter of any pending or potential

EXHIBIT 10.6

litigation or regulatory or administrative proceeding involving any member of the Company Group without giving prior written notice to the Company or the Company’s counsel (to the extent Executive is legally permitted to do so). Upon presentation of appropriate supporting documentation, the Company shall pay or reimburse Executive for all reasonable out-of-pocket travel, duplicating or telephonic expenses incurred by Executive in complying with this Section 4.

5.Survival. The respective rights and obligations of the parties under Sections 3 and 4 of this Appendix shall survive any termination of Executive’s employment to the extent necessary to the intended preservation of such rights and obligations.

6.Assignment. This Appendix may be assigned, without the consent of Executive, by the Company to any of its affiliates or any person, partnership, corporation or other entity that has purchased all or substantially all of the assets of the Company, provided such assignee assumes any and all of the liabilities of the Company hereunder. The duties and responsibilities of Executive under this Appendix are of a personal nature and shall not be assignable or delegable in whole or in part by Executive.

7.Remedies Cumulative; No Waiver. No remedy conferred upon a party by this Appendix is intended to be exclusive of any other remedy, and each and every such remedy shall be cumulative and shall be in addition to any other remedy given under this Appendix or now or hereafter existing at law or in equity. No delay or omission by a party in exercising any right, remedy or power under this Appendix or existing at law or in equity shall be construed as a waiver thereof, and any such right, remedy or power may be exercised by such party from time to time and as often as may be deemed expedient or necessary by such party in its sole discretion.

8.Severability. If any provision of this Appendix or application thereof to anyone or under any circumstances is adjudicated to be invalid or unenforceable in any jurisdiction, such invalidity or unenforceability shall not affect any other provision or application of this Appendix which can be given effect without the invalid or unenforceable provision or application and shall not invalidate or render unenforceable such provision or application in any other jurisdiction. If any provision is held void, invalid or unenforceable with respect to particular circumstances, it shall nevertheless remain in full force and effect in all other circumstances.

EX-10.7

EXHIBIT 10.7

AMENDED AND RESTATED INCENTIVE UNIT AGREEMENT

This    AMENDED    AND    RESTATED    INCENTIVE    UNIT    AGREEMENT    (this

“Agreement”), dated effective as of March 7, 2022 (the “Restatement Date”), is entered into by and between Cure Aggregator, LLC, a Delaware limited liability company (“Aggregator”), Cure TopCo, LLC, a Delaware limited liability company (“Cure TopCo”) and Peter Boumenot (“Executive”). This Agreement amends and restates in its entirety the Incentive Unit Agreement, dated effective as of the IPO Closing Date (as defined below), entered into by and between Aggregator, Cure TopCo and Executive (the “Prior Agreement”).

WHEREAS, on February 14, 2020 (the “Date of Grant”), Aggregator issued to Executive 1,544 Class C Common Units of Aggregator (the “Incentive Units”), each of which corresponded to a Class C Common Unit of Cure TopCo (the “Corresponding Units”), pursuant to the terms of

(1)that certain Incentive Unit Award Agreement, dated as of February 14, 2020, between Aggregator, Cure TopCo and Executive (the “Incentive Unit Agreement”), (2) the Third Amended and Restated Limited Liability Company Agreement of Aggregator, dated as of February 12, 2020 (the “Third Amended and Restated Aggregator LLC Agreement”), and (3) the Second Amended and Restated Limited Liability Company Agreement of Cure TopCo, dated as of November 27, 2019 (the “Second Amended and Restated LLC Agreement”);

WHEREAS, pursuant to that certain Reorganization Agreement, dated as of February 10, 2021 (the “Reorganization Agreement”), by and among Cure TopCo, Signify Health, Inc., a Delaware corporation (“Pubco”), and the other parties thereto, the parties thereto engaged in the Reorganization Transactions (as defined in the Reorganization Agreement) in connection with the IPO (as defined in the Cure TopCo LLC Agreement (as defined below));

WHEREAS, as part of the Reorganization Transactions, and pursuant to the Third Amended and Restated Limited Liability Company Agreement of Cure TopCo adopted on or around the IPO Closing Date (as defined in the Reorganization Agreement) (as amended from time to time, the “Cure TopCo LLC Agreement”) and the Fourth Amended and Restated Limited Liability Company Agreement of Aggregator adopted on or around the IPO Closing Date (as amended from time to time, the “Aggregator LLC Agreement”), all of the units of membership interest in Cure TopCo existing immediately prior to the Reorganization Transactions, including the Corresponding Units, were reclassified and converted into LLC Units (as defined in the Cure TopCo LLC Agreement) of Cure TopCo, and all of the units of membership interest in Aggregator existing immediately prior to the Reorganization Transactions, including the Incentive Units, were reclassified and converted into Units (as defined in the Aggregator LLC Agreement) of Aggregator; and

WHEREAS, to the extent that the Incentive Units and Corresponding Units were unvested and/or subject to forfeiture under the terms of the Incentive Unit Agreement, the Third Amended and Restated Aggregator LLC Agreement and the Second Amended and Restated LLC Agreement, as applicable, as of the IPO Closing Date, then such restrictions, as amended pursuant to this Agreement, continued to apply to the Units of Aggregator and the LLC Units of Cure TopCo issued in exchange for the Incentive Units and Corresponding Units, respectively, as reflected in this Agreement.

EXHIBIT 10.7

NOW, THEREFORE, in consideration of the mutual promises, covenants, and conditions contained in this Agreement, the Reorganization Agreement, the Cure TopCo LLC Agreement and the Aggregator LLC Agreement, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties covenant and agree as follows:

1.Capitalized Terms. The following capitalized terms, as used in this Agreement, have the meanings given to them in this Section 1. Other capitalized terms have the meanings given to them elsewhere in this Agreement or, if not so defined, in the Aggregator LLC Agreement or the Cure TopCo LLC Agreement, as applicable.

“Acceleration Event” means (i) a Change in Control or (ii) the NM Members or their respective direct or indirect parent entities, as applicable, ceasing to beneficially own, directly or indirectly, at least 25% of the outstanding Pubco Common Stock (as determined on a fully diluted basis).

“Base Equity Value” means the cumulative total of (i) the aggregate value of all equity securities held by the NM Members and their respective direct or indirect parent entities, as applicable, as of the closing of the transactions contemplated by the Combination Agreement (as amended, restated, supplemented or otherwise modified from time to time), dated as of November 14, 2019, by and between Cure TopCo and Remedy Partners, LLC, a Delaware limited liability company (formerly known as Remedy Partners, Inc.) (the “Combination Closing Date”) plus (ii) any additional investment in equity securities of Cure TopCo by the NM Members and their respective direct or indirect parent entities, as applicable, following the Combination Closing Date (including (x) any cash dividend, (y) distribution, (z) the proceeds of any partial liquidation of Cure TopCo; but excluding (A) any fees or expense reimbursements under any applicable management or professional services agreement and (B) any fees and expenses realized in connection with any Change in Control).

“Board” means the Board of Directors of Pubco.

“Cash-on-Cash Return” means, without duplication, the cumulative aggregate gross cash return realized, and/or the fair market value of marketable securities received by the NM Members or their respective direct or indirect parent entities, as applicable, in respect of the Base Equity Value, including, for the avoidance of doubt, any such return or securities received by the NM Members or their direct or indirect parent entities, as applicable, on a disposition of Pubco Common Stock or of equity securities of the Company (whether such disposition is to Pubco or otherwise); provided that with respect to any disposition of Pubco Common Stock by the NM Members, the Compensation Committee will make such determinations in good faith as are necessary to allocate the proceeds received on such disposition on a proportionate basis between the Cure TopCo Pubco Common Stock and the shares of Pubco Common Stock held by the NM Members that are not Cure TopCo Pubco Common Stock. Any portion of any transaction consideration to be received by equityholders of Pubco that is subject to any contingency or future event including, without limitation, transaction escrow arrangement, holdback, installment arrangements or earnouts shall be included in Cash-on-Cash Return if, when and to the extent

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EXHIBIT 10.7

actually received by the NM Members or, without duplication, their respective direct or indirect parent entities, as applicable. If the NM Members or, without duplication, their respective direct or indirect parent entities, as applicable, receive non-marketable securities or other non-cash property pursuant to a distribution or as proceeds from their aggregate investment in equity securities of Cure TopCo, Executive shall be treated no less favorably than any other member of the Board of Directors of Cure TopCo or officer of Cure TopCo and its Affiliates who holds Incentive LLC Units with respect to the inclusion or exclusion of non-marketable securities or other non-cash property from Cash-on-Cash Return.

“Cause” shall have the meaning ascribed to such term in the Employment Agreement or, if not so defined, “Cause” means (i) Executive’s indictment for, conviction of, or a plea of guilty or nolo contendere to, a (A) felony or (B) any crime of moral turpitude; (ii) Executive’s embezzlement, breach of fiduciary duty or fraud with regard to the Company Group or any of its assets or businesses; (iii) Executive’s continued failure to perform the duties of Executive’s position, in the reasonable judgment of the Board; (iv) Executive’s dishonesty, willful misconduct, or illegal conduct relating to the affairs of any member of the Company Group or its affiliates or any of its customers; (v) Executive’s breach of a material provision of this Agreement or any other contractual obligation to any member of the Company Group or its affiliates; or (vi) other conduct by Executive that may be harmful to the business, interests, or reputation of the Company Group, including any material violation of a Company Group policy. With respect to clauses (iii), (iv), (v), and (vi) above, Aggregator shall provide ten (10) days written notice to Executive of its intent to terminate for Cause, and during such ten (10) day period Executive shall have a right to cure (if curable). If not cured within such period (as determined in the reasonable judgment of the Board, the termination of Executive’s service will be effective upon the date immediately following the expiration of the ten (10) day notice period. Notwithstanding anything to the contrary contained herein, Executive’s right to cure as set forth above shall not apply if there are habitual or repeated breaches by Executive.

“Change in Control” means the occurrence of any one or more of the following events:

(i)any Person, other than (a) any employee plan established by Pubco or any Subsidiary, (b) Pubco or any of its Affiliates (including, for the avoidance of doubt, New Mountain Capital, LLC and its Affiliates), (c) an underwriter temporarily holding securities pursuant to an offering of such securities, or (d) an entity owned, directly or indirectly, by stockholders of Pubco in substantially the same proportions as their ownership of Pubco, is (or becomes, during any 12- month period) the “beneficial owner” (as such term is defined in Rule 13d-3 under the Securities Exchange Act of 1934), directly or indirectly, of securities of Pubco (not including in the securities beneficially owned by such Person any securities acquired directly from Pubco or its Affiliates other than in connection with the acquisition by Pubco or its Affiliates of a business) representing 50% or more of the total voting power of the stock of Pubco; provided that the provisions of this subsection (i) are not intended to apply to or include as a Change in Control any transaction that is specifically excepted from the definition of Change in Control under subsection (iii) below;

(ii)the consummation of a merger, amalgamation or consolidation of Pubco with any other corporation or other entity, or the issuance of voting securities in connection with such

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a transaction pursuant to applicable stock exchange requirements; provided that immediately following such transaction the voting securities of Pubco outstanding immediately prior thereto do not continue to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity of such merger or consolidation or parent entity thereof) 50% or more of the total voting power of Pubco’s stock (or, if Pubco is not the surviving entity of such transaction, 50% or more of the total voting power of the stock of such surviving entity or parent entity thereof); and provided, further, that such a transaction effected to implement a recapitalization of Pubco (or similar transaction) in which no Person is or becomes the “beneficial owner” (as such term is defined in Rule 13d-3 under the Securities Exchange Act of 1934), directly or indirectly, of securities of Pubco (not including in the securities beneficially owned by such Person any securities acquired directly from Pubco or its Affiliates other than in connection with the acquisition by Pubco or its Affiliates of a business) representing 50% or more of either the then-outstanding shares of Class A Common Stock or the combined voting power of Pubco’s then- outstanding voting securities shall not be considered a Change in Control; or

(iii)the sale or disposition by Pubco of Pubco’s assets in which any Person acquires (or has acquired during the 12-month period ending on the date of the most recent acquisition by such Person) assets from Pubco that have a total gross fair market value equal to more than 50% of the total gross fair market value of all of the assets of Pubco immediately prior to such acquisition or acquisitions.

Notwithstanding the foregoing, (A) no Change in Control shall be deemed to have occurred if there is consummated any transaction or series of integrated transactions immediately following which the record holders of the Class A Common Stock immediately prior to such transaction or series of transactions continue to have substantially the same proportionate ownership in an entity which owns substantially all of the assets of Pubco immediately prior to such transaction or series of transactions, and (B) no Change in Control shall be deemed to have occurred upon the acquisition of additional control of Pubco by any Person that, prior to such transaction, directly or indirectly controls, is controlled by, or is under common control with, Pubco.

“Company Group” means, at any given time, Pubco, Cure TopCo, Aggregator and their Affiliates.

“Compensation Committee” means the Compensation Committee of the Board.

“Corresponding Class B Share” means, with respect to an Incentive LLC Unit, the share of Class B Common Stock that was issued to Executive pursuant to the Class B Securities Purchase Agreement entered into between Pubco and Executive and that corresponds to the Corresponding Incentive Unit (as defined below).

“Cure TopCo Pubco Common Stock” means the shares of Pubco Common Stock received by the NM Members in connection with the Reorganization Transactions.

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EXHIBIT 10.7

“Employment Agreement” means the applicable employment, retention or other employment letter agreement entered into between Executive and a member of the Company Group (or any predecessor entity).

“IPO Closing Date” has the meaning given to such term in the Reorganization Agreement.

“NM Members” shall mean (i) New Mountain Partners V, L.P. and its Affiliates in respect of their investment in Remedy Acquisition, LP, (ii) New Mountain Partners V (AIV-C), L.P., and

(iii) New Mountain Partners V (AIV-C2), L.P., and their respective Affiliates, in each case, other than Pubco and its direct or indirect subsidiaries.

“Person” means any individual, corporation, partnership, limited liability company, trust, estate, joint venture, governmental authority or other entity.

“Terminated” or “Terminates” means, with respect to Executive, a Termination of Employment or Service, as applicable.

“Termination of Employment or Service” means a termination of employment or service (for reasons other than a military or personal leave of absence granted by Cure TopCo) of Executive from the Company Group. Notwithstanding the foregoing, if no rights of Executive are reduced or adversely affected, the Compensation Committee may otherwise define Termination of Employment or Service thereafter, provided that any such change to the definition of the term “Termination of Employment or Service” does not subject the applicable Incentive LLC Units to Section 409A of the Code.

2.83(b) Elections. After the issuance of the Corresponding Incentive Units and the Incentive LLC Units as contemplated by the Prior Agreement, Aggregator executed and delivered to the Internal Revenue Service (the “IRS”) an election under Section 83(b) of the Code with respect to the Corresponding Incentive Units and Executive executed and delivered to the IRS an election under Section 83(b) of the Code substantially in the form attached hereto as Appendix A with respect to the Incentive LLC Units (together the “83(b) Elections”). Executive understands that under Section 83(b) of the Code, regulations promulgated thereunder, and certain IRS administrative announcements, in the absence of an effective election under Section 83(b) of the Code, the excess of the fair market value of any Incentive LLC Units, on the date on which any forfeiture restrictions applicable to such Incentive LLC Units lapse, over the price paid for such Incentive LLC Units, could be reportable as ordinary income at that time. For this purpose, the term “forfeiture restrictions” includes the restrictions on transferability and the vesting and reversion conditions imposed under Sections 3 and 4 of this Agreement. Executive understands that (i) in making an 83(b) Election, Executive may be taxed at the time the Incentive LLC Units were received under the Prior Agreement to the extent the fair market value of the Incentive LLC Units exceeded the price for such Incentive LLC Units and (ii) in order to be effective, the 83(b) Elections must have been filed with the IRS within thirty (30) days after February 12, 2021. Executive hereby acknowledges that: (x) the foregoing description of the tax consequences of the 83(b) Elections is not intended to be complete and, among other things, does not describe state, local or foreign income and other tax consequences; (y) none of Cure TopCo, Aggregator, the NM

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EXHIBIT 10.7

Members, any of their respective Affiliates or any of their respective partners, members, equityholders, directors, officers, employees, agents or representatives (each, a “Related Person”) has provided or is providing Executive with tax advice regarding the 83(b) Elections or any other matter, and Cure TopCo, Aggregator and the NM Members and their respective Affiliates have urged Executive to consult Executive’s own tax advisor with respect to income taxation consequences of receiving, holding and disposing of the Incentive LLC Units; and (z) none of Cure TopCo, Aggregator, the NM Members or any other Related Person has advised Executive to rely on any determination by it or its representatives as to the fair market value specified in the 83(b) Elections and will have no liability to Executive if the actual fair market value of the Incentive LLC Units on the date hereof exceeds the amount specified in the respective 83(b) Elections.

3.Incentive Units. The Units of Aggregator issued to Executive hereunder (the “Incentive LLC Units”) and the corresponding LLC Units of Cure TopCo issued to Aggregator (the “Corresponding Incentive Units”) are subject to the vesting conditions set forth in this Section

3.A portion of the Incentive LLC Units and Corresponding Incentive Units, as set forth on Appendix B, shall be subject to time-based vesting conditions (the “Time-Based Units”) and a portion of the Incentive LLC Units and Corresponding Incentive Units, as set forth on AppendixB, shall be subject to performance-based and time-based vesting conditions, as applicable (the “Performance-Based Units”). For purposes of this Agreement and the Aggregator LLC Agreement, the Incentive LLC Units and Corresponding Incentive Units which have become vested in accordance with this Section 3 shall be referred to herein as the “Vested Units” and the remaining Incentive LLC Units and Corresponding Incentive Units shall be referred to herein as the “Unvested Units.” The Incentive LLC Units are subject to the restrictions set forth in this Agreement.

3.1.Time-Based Units. Executive’s Time-Based Units shall continue to time vest in accordance with the vesting schedule set forth on Appendix B. Except as otherwise provided in this Agreement, there shall be no proportionate or partial vesting in the periods prior to each vesting date set forth on Appendix B and all vesting shall occur only on the applicable vesting date set forth on Appendix B, provided that Executive has not been Terminated prior to each applicable vesting date. Notwithstanding the foregoing, any Time-Based Units shall become fully vested upon the occurrence of an Acceleration Event, so long as Executive has not been Terminated prior to the date of such Acceleration Event.

3.2.Performance-Based Units. Executive’s Performance-Based Units shall vest on the earlier to occur of (i) the achievement by the NM Members (and/or, without duplication, their direct and indirect parent entities) of the aggregate Cash-on-Cash Returns pursuant to the vesting schedule set forth on Appendix B (the “Milestone Condition”) or (ii) the satisfaction of a service-vesting condition pursuant to which the Performance-Based Units will vest with respect to 50% of such Performance-Based Units on March 7, 2023 and 50% of such Performance-Based Units on March 7, 2024 (the “Service Condition”); provided that Executive has not been Terminated prior to the earliest date on which vesting would occur. With respect to the Milestone Condition, there shall be no proportionate or partial vesting for levels of achievement of Cash-on- Cash Return between the performance thresholds set forth above, and all vesting shall occur on a

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cliff basis only to the extent that an applicable Cash-on-Cash Return threshold is achieved, and with respect to the Service Condition, except as otherwise provided in this Agreement, there shall be no proportionate or partial vesting in the periods prior to each vesting date set forth above and all vesting shall occur only on the applicable vesting date set forth above; provided, in each case, that Executive has not been Terminated prior to the applicable vesting date. For the avoidance of doubt, in the event that the applicable Cash-on-Cash Return is not achieved at any point in time, then the Performance-Based Units shall remain outstanding and eligible to continue to vest in accordance with this Section 3.2; provided that Executive has not been Terminated prior to the earliest date on which vesting would occur; and provided, further, that any Performance-Based Units that remain unvested at such time as the NM Members or their respective direct or indirect parent entities cease to control any Equity Securities of Pubco shall remain subject only to the satisfaction of the Service Condition.

3.3.Call Rights. Except as otherwise provided in this Agreement, in the event of Executive’s Termination for any reason, Aggregator may repurchase from Executive and/or, as applicable, any of his or her Permitted Transferees the portion of the Incentive LLC Units that are Vested Units based on the most recent valuation under Section 409A of the Code obtained by Cure TopCo, subject to the sole discretion of the Board. For purposes of this Section 3.4, all requirements of Executive shall apply equally in full force and effect with respect to any Permitted Transferee.

3.3.1.Aggregator shall have a period of one hundred eighty (180) days (or such longer period as may be necessary to avoid changing the accounting treatment for the acquisition of the Incentive LLC Units being repurchased from an equity-based accounting treatment to a liability based accounting treatment (as contemplated by FASB ASC Topic 718)); provided that such period shall not exceed three hundred sixty-five (365) days following the date of Executive’s Termination, in which to give notice in writing to Executive of Aggregator’s election to exercise its repurchase rights hereunder and thirty

(30) days after delivery of such notice to pay the repurchase price and consummate the repurchase transaction. For the sake of clarity, Aggregator may elect to repurchase any of the Incentive LLC Units of Executive and/or, as applicable, any of his or her Permitted Transferees in one or more separate transactions. The repurchase price, if any, payable pursuant to Aggregator’s exercise of its repurchase rights hereunder shall be paid (i) by delivery to Executive of wire transfer or a certified bank check or checks in the appropriate amount payable to the order of Executive; (ii) by the cancellation of any indebtedness owed by Executive to Aggregator, Cure TopCo or any of their Affiliates; or (iii) by issuance of an unsecured promissory note bearing interest (payable at maturity) at a simple rate per annum equal to the prime rate in effect at such time, with such note to have a maturity date of no greater than seven (7) years following its issuance and otherwise on customary terms and conditions for promissory notes of such type, including acceleration in the event of an Acceleration Event; or (iv) any combination of clauses (i), (ii) or (iii) of this Section 3.4.1, as determined in the sole discretion of Aggregator. Aggregator may choose to have a designee purchase any Incentive LLC Units elected by it to be purchased hereunder so long as Aggregator shall bear any reasonable costs and expenses of Executive in connection with the sale to such designee that Executive would not have otherwise incurred in

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connection with a sale to Aggregator. All references to Aggregator in this Section 3.4 shall refer to such designee as the context requires. Executive agrees to take all necessary and reasonable actions as directed by Aggregator in connection with the consummation of a repurchase pursuant to this Section 3.4, including executing the applicable repurchase documentation. Without limiting the generality of the foregoing, Aggregator shall be entitled to receive customary representations and warranties from Executive regarding the Incentive LLC Units being repurchased including, but not limited to, the representation that Executive has good and marketable title to the Incentive LLC Units to be repurchased free and clear of all liens, claims and other encumbrances.

3.4.Termination of Employment. If Executive’s employment or service relationship Terminates (other than in the case of a Termination for Cause), irrespective of whether Executive receives, in connection with such Termination, any severance or other payment from Cure TopCo or any of its Affiliates under any employment or service agreement or otherwise, the Incentive LLC Units, other than such portion that are Vested Units, shall terminate and be of no further force and effect as of and following the close of business on the date of such Termination. Notwithstanding anything in this Agreement to the contrary, and in addition to the rights of Aggregator set forth in this Section 3.4 (or any other right Aggregator may have), the Incentive LLC Units, including the portion that are Vested Units, shall immediately be forfeited and cancelled, without any consideration being paid therefore and without further action by Aggregator or any other Person, upon a Termination of Executive by Cure TopCo or any of its Affiliates for Cause.

4.Restrictions on Unvested Units; Forfeiture.

4.1.Executive may not offer or Transfer or agree to offer or Transfer, grant any call option with respect to, borrow against, or enter into any swap or derivative transaction with respect to any Incentive LLC Unit or any interest therein, unless such action is taken in accordance with Article VI of the Aggregator LLC Agreement. Any attempted or purported Transfer or other agreement in violation of this Agreement will be void ab initio.

4.2.Notwithstanding anything to the contrary in the Aggregator LLC Agreement, Executive shall not have the right to exercise (and agrees not to exercise or purport to exercise) the “Member Exchange” under the Aggregator LLC Agreement with respect to any Unvested Units.

4.3.If any Vested Units are purchased pursuant to the call right described in Section 3.4, then each Corresponding Class B Share shall simultaneously be forfeited to Pubco for no consideration in accordance with Article 4 of the Cure TopCo LLC Agreement. If any Unvested Units or Vested Units are forfeited upon Executive’s Termination of Employment or Service under Section 3, then each such Unvested Unit (and its Corresponding Class B Share) or Vested Unit (and its Corresponding Class B Share), as applicable, shall be immediately and automatically forfeited to Aggregator or Cure TopCo, as applicable (or, in the case of a Corresponding Class B Share, to Pubco), in each case free and clear of any liens, encumbrances or restrictions, concurrently with the Termination of Employment or Service, and shall no longer be deemed

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EXHIBIT 10.7

outstanding, without the payment of consideration or notice from Aggregator, Cure TopCo or Pubco and without the need for further action on the part of any Person.

4.4.Except as provided in this Agreement, from and after the IPO Closing Date, Executive shall have all the rights of a member of Aggregator with respect to the Incentive LLC Units and as a stockholder of Pubco with respect to the Corresponding Class B Shares, including the right to vote the Corresponding Class B Share in respect of a Vested Unit; provided, that any capital stock or securities of Aggregator or Pubco that Executive receives with respect to the Incentive LLC Units or Corresponding Class B Shares through a stock dividend, stock split, reverse stock split, recapitalization, or similar transaction will be subject to the same restrictions applicable to the Incentive LLC Units or Corresponding Class B Shares with respect to which such capital stock or other securities was distributed or received, as set forth in this Agreement. Executive will be the record owner of each Incentive LLC Unit until or unless such Incentive LLC Unit reverts to Aggregator as provided under this Agreement or is Transferred in accordance with the terms of this Agreement and the Aggregator LLC Agreement, and as record owner will be entitled to all rights granted to owners of the LLC Units of Aggregator, except as expressly provided under this Agreement or the Aggregator LLC Agreement.

4.5.The Corresponding Incentive Units and Incentive LLC Units shall be uncertificated unless otherwise determined by Cure TopCo, in the case of the Corresponding Incentive Units, or Aggregator, in the case of the Incentive LLC Units.

4.6.If Executive is not already a party to the Aggregator LLC Agreement, then Executive agrees that upon execution of this Agreement, Executive agrees to join and become a party to the Aggregator LLC Agreement and be fully bound by, and subject to all of the covenants, terms and conditions of the Aggregator LLC Agreement as though an original party thereto and Aggregator agrees to accept Executive as a party to the Aggregator LLC Agreement and that this Agreement shall serve as Executive’s joinder to the Aggregator LLC Agreement.

4.7.By virtue of the issuance of the Incentive LLC Units hereunder and Executive’s execution of this Agreement, Executive shall be deemed to have granted a power of attorney to the Board of Directors of Aggregator with respect to all Incentive LLC Units owned by Executive and acquired by Executive hereunder, which power of attorney shall, for the avoidance of doubt, include a grant by Executive of a perpetual and irrevocable power of attorney to Aggregator, with full right, power and authority to take all actions necessary and/or desirable on behalf of Executive to effectuate the provisions of this Section 4.

5.Compensation Committee Discretion. The Compensation Committee shall in good faith make all determinations necessary or appropriate to determine whether the Incentive LLC Units shall have become vested. The Compensation Committee’s determinations shall be final, binding and conclusive upon all parties, absent manifest error or bad faith. The Compensation Committee may, in its sole discretion, provide for accelerated vesting of any portion of the Incentive LLC Units at any time and for any reason.

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EXHIBIT 10.7

6.No Right to Continued Service. Executive agrees that no provision contained in this Agreement shall entitle Executive to remain employed by the Company Group, affect the right of the Company Group to Terminate Executive’s employment at any time, or confer on Executive any right to employment for a fixed term.

7.Restrictive Covenants. Executive hereby acknowledges and agrees that Executive will be subject to the restrictive covenants set forth in Appendix C which are incorporated herein by reference as if such provisions were set forth herein in full.

8.Executive Representations. Executive shall be deemed to acknowledge and make the following representations and warranties and as otherwise may be requested by Cure TopCo or Aggregator for compliance with applicable laws, and any issuances of Incentive LLC Units by Aggregator and any issuance of Corresponding Incentive Units by Cure TopCo hereunder shall be made in reliance upon the express representations and warranties of Executive:

8.1.Executive is acquiring and will hold the Incentive LLC Units to be issued hereunder for investment for Executive’s account only and not with a view to, or for resale in connection with, any “distribution” thereof within the meaning of the Securities Act or other applicable securities laws.

8.2.Executive will not Transfer the Incentive LLC Units in violation of this Agreement, the Aggregator LLC Agreement, the Securities Act (or the rules and regulations promulgated thereunder) or under any other applicable securities laws; provided that, the foregoing shall in no way limit Executive’s ability to Transfer the Incentive LLC Units pursuant to the provisions of the Aggregator LLC Agreement. Executive agrees that Executive will not Transfer the Incentive LLC Units to be issued hereunder unless and until Executive has complied with all requirements of this Agreement and the Aggregator LLC Agreement applicable to the disposition of such Incentive LLC Units.

8.3.Executive has had the opportunity to ask questions and receive answers from Cure TopCo and Aggregator concerning the terms and conditions of the issuance of the Incentive LLC Units and to obtain any additional information which Cure TopCo or Aggregator possesses or can acquire without unreasonable effort or expense that Executive has requested.

8.4.Executive is an experienced and sophisticated investor and has such knowledge and experience in financial and business matters as are necessary to evaluate the merits and risks of an investment in the Incentive LLC Units and the Corresponding Incentive Units.

8.5.Executive has only relied on the advice of, or has consulted with, Executive’s own legal, financial and tax advisors, and the determination of Executive to acquire Incentive LLC Units pursuant to this Agreement has been made by Executive independent of any statements or opinions as to the advisability of such acquisition or as to the properties, business, prospects or condition (financial or otherwise) of Cure TopCo, Aggregator or any of their respective Subsidiaries which may have been made or given by any other Person (including all Persons acquiring Incentive LLC Units on the date hereof) or by any agent or employee of such

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EXHIBIT 10.7

Person and independent of the fact that any other Person has decided to become a holder of Incentive LLC Units.

8.6.Executive hereby represents and warrants that Executive is an “accredited investor” as defined in Rule 501(a)(6) of Regulation D of the Securities Act as the result of having

(i) individual income in excess of $200,000 in each of 2019 and 2020, or joint income with Executive’s spouse in excess of $300,000 in each of 2019 and 2020, and (ii) a reasonable expectation of having individual income in excess of $200,000 in 2021, or joint income with Executive’s spouse in excess of $300,000 in 2021.

9.Specific Performance. Each of the parties agrees that any breach of the terms of this Agreement will result in irreparable injury and damage to the other parties, for which there is no adequate remedy at law. Each of the parties therefore agrees that in the event of a breach or any threat of breach, the other parties shall be entitled to an immediate injunction and restraining order to prevent such breach, threatened breach or continued breach, and/or compelling specific performance of this Agreement, without having to prove the inadequacy of money damages as a remedy or balancing the equities between the parties. Such remedies shall be in addition to any other remedies (including monetary damages) to which the other parties may be entitled at law or in equity. Each party hereby waives any requirement for the securing or posting of any bond in connection with any such equitable remedy.

10.Amendments and Waivers. The Board shall have the right to amend this Agreement with the consent of Executive; provided, however, that to the extent necessary under any applicable law, regulation, or exchange requirement, no amendment shall be effective unless approved by the members of Aggregator if required by applicable law, regulation, or exchange requirement.

11.Governing Law; Venue; Service of Process; Waiver of Jury Trials.

11.1.This Agreement shall be governed by, and construed in accordance with, the laws of the State of Delaware, without giving effect to any choice of law or conflict of law rules or provisions (whether of the State of Delaware or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of Delaware. Any dispute relating hereto shall be heard in the state or federal courts of Delaware, and the parties agree to jurisdiction and venue therein (it being understood and agreed that any order from any such court may be enforced in any other jurisdiction). Each of the parties hereto hereby waives, to the fullest extent permitted by law, any right to trial by jury of any claim, demand, action, or cause of action arising under or related to this Agreement whether now existing or hereafter arising, and whether in contract, tort, equity, or otherwise. The parties hereto each hereby agrees and consents that any such claim, demand, action, or cause of action shall be decided by court trial without a jury and that the parties hereto may file an original counterpart of a copy of this Agreement with any court as written evidence of the consent of the parties hereto to the waiver of their right to trial by jury.

11.2.Executive (i) agrees that service of process in any such claim, demand, action, proceeding or cause of action arising under this Agreement may be effected by mailing a

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copy of such process by registered or certified mail (or any substantially similar form of mail), postage prepaid, to such party, in the case of Executive, at Executive’s address shown in the books and records of Aggregator or Cure TopCo, in the case of Aggregator, at Aggregator’s principal offices, attention General Counsel, or in the case of Cure TopCo, at Cure TopCo’s principal offices, attention General Counsel, and (ii) agrees that nothing in this Agreement shall affect the right to effect service of process in any other manner permitted by the laws of the State of Delaware.

12.Severability. Whenever possible, each provision of this Agreement shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Agreement is held to be invalid, illegal or unenforceable in any respect under any applicable law or rule in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other provision or any other jurisdiction, but this Agreement shall be reformed, construed and enforced in such jurisdiction as if such invalid, illegal or unenforceable provision had never been contained herein.

13.Notice. Unless otherwise provided herein, all notices, requests, demands, claims and other communications to be given or delivered under or by reason of the provisions of this Agreement shall be in writing and shall be deemed to have been duly received (a) upon receipt by hand delivery, (b) upon receipt after being mailed by certified or registered mail, postage prepaid, (c)the next business day after being sent via a nationally recognized overnight courier, or (d) upon confirmation of delivery if transmitted by electronic mail electronic mail in portable document format (PDF format) with an electronic read receipt requested, to the email address indicated (provided a copy thereof is also sent by one of the other methods described in this Section 13. Such notices, demands and other communications shall be sent to the address, email address or facsimile number indicated below:

(a)If to Aggregator or Cure TopCo:

Cure Aggregator, LLC

Cure TopCo, LLC

c/o New Mountain Capital, L.L.C. 787 Seventh Avenue

New York, NY 10019

Attention:    Vignesh Aier and Kyle Peterson E-mail: vaier@newmountaincapital.com

kpeterson@newmountaincapital.com

Cure TopCo, LLC

4055 Valley View Lane, Suite 400

Dallas, Texas 75244

Attention:    Bradford Kyle Armbrester and Steven Senneff Email:    karmbrester@signifyhealth.com

ssenneff@signifyhealth.com

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EXHIBIT 10.7

with a copy (with shall not constitute notice) to:

David Polk & Wardwell, LLP 450 Lexington Avenue

New York, NY 10017

Attention:    Shane Tintle and Jeffrey P. Crandall

Email:    shane.tintle@davispolk.com

jeffrey.crandall@davispolk.com

(b)If to Executive, at the most recent address or electronic mail address contained in the Aggregator’s and Cure TopCo’s records.

14.Dispute Resolution. Any dispute or disagreement which may arise under, or as a result of, or which may in any way relate to, the interpretation, or construction or of this Agreement shall be determined by the Compensation Committee, in good faith, whose determination shall be final, binding and conclusive for all purposes.

15.Successors and Assigns. This Agreement shall be binding on, inure to the benefit of and be enforceable by Cure TopCo, Aggregator, Executive and their respective personal representatives, heirs, successors and assigns (including all subsequent holders of one or more of the Incentive LLC Units). Any Person acquiring or claiming an interest in an Incentive LLC Unit, in any manner whatsoever, shall be subject to and bound by all terms, conditions and restrictions of this Agreement without regard to whether such Person has executed a counterpart hereof or any other document contemplated hereby.

16.Notice. All notices, consents, waivers and other communications required or permitted by this Agreement shall be in writing and shall be deemed given to a party when delivered or sent in accordance with Section 9.5 of the Aggregator LLC Agreement (to, in the case of Executive, the address kept on file in Cure TopCo’s or Aggregator’s records).

17.Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed to be an original but all of which together will constitute one and the same instrument. A facsimile or portable document format (PDF) copy of a counterpart signature page to this Agreement shall be deemed an original for all purposes.

18.Entire Agreement. This Agreement sets forth the entire agreement of the parties hereto with respect to the subject matter contained herein and supersede all prior agreements, promises, covenants, arrangements, communications, representations or warranties, whether oral or written, by any officer, member, manager or representative of any party hereto in respect of such subject matter. Without limiting the forgoing, this Agreement supersedes and replaces the Prior Agreement and the Incentive Unit Agreement (other than with respect to any restrictive covenants set forth therein) which shall be of no further force and effect.

19.Transfer of Personal Data. Executive authorizes, agrees and unambiguously consents to the transmission by Cure TopCo or Aggregator (or any Affiliate of Cure TopCo or

13

EXHIBIT 10.7

Aggregator) of any personal data information related to the Incentive LLC Units awarded under this Agreement for legitimate business purposes. This authorization and consent is freely given by Executive.

20.Effectiveness. This Agreement shall be effective as of the Restatement Date.

[Signature Page Follows]

14

EXHIBIT 10.7

SIGNATURE PAGE

TO

INCENTIVE UNIT AGREEMENT

IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the date first above written.

Print Name: Peter Boumenot    

CURE TOPCO, LLC

By: Name: Kyle Armbrester     Title: Chief Executive Officer    

CURE AGGREGATOR, LLC

By: Name: Kyle Armbrester     Title: Chief Executive Officer    

EXHIBIT 10.7

Appendix A

ELECTION TO INCLUDE AMOUNT IN GROSS INCOME PURSUANT TO SECTION 83(b) OF THE INTERNAL REVENUE CODE

On February 12, 2021, the undersigned acquired 24,173 LLC Units (the “Incentive LLCUnits”) of Cure Aggregator, LLC, a Delaware limited liability company (“Aggregator”) for $24.00 per Incentive LLC Unit. The total amount paid by the undersigned for the Incentive LLC Units was $580,152. The Incentive LLC Units are subject to a substantial risk of forfeiture (described below) that may not be avoided by a transfer of the Incentive LLC Units to another person and are also subject to certain restrictions on transfer.

The undersigned desires to make an election to have the receipt of the Incentive LLC Units taxed under the provisions of Code §83(b) at the time the undersigned acquired the Incentive LLC Units.

Therefore, pursuant to Code §83(b) and Treasury Regulation §1.83-2 promulgated thereunder, the undersigned hereby makes an election, with respect to the Incentive LLC Units (described below), to report as taxable income for calendar year 2021 the excess (if any) of the Incentive LLC Units’ fair market value on February 12, 2021 over the purchase price thereof.

The following information is supplied in accordance with Treasury Regulation §1.83-2(e):

1.The name, address and social security number of the undersigned: Name: Peter Boumenot

Address:

SSN:    

2.A description of the property with respect to which the election is being made: 24,173 LLC Units of Aggregator.

3.The date on which the Incentive LLC Units were transferred: February 12, 2021. The taxable year for which such election is made: 2021.

4.The restrictions to which the property is subject: Under certain circumstances, the Incentive LLC Units may be forfeited.

5.The fair market value on February 12, 2021 of the property with respect to which the election is being made, determined in accordance with IRS Revenue Procedure 93-27 and without regard to any lapse restrictions: $24.00 per Incentive LLC Unit.

6.The amount paid or to be paid for such property: $24.00 per Incentive LLC Unit.

*    *    *    *    *

EXHIBIT 10.7

A copy of this election has been furnished to Aggregator pursuant to Treasury Regulations §1.83- 2(d).

Dated: , 2021

EXHIBIT 10.7

Appendix B

Number of Incentive LLC Units: 24,173

Number of Corresponding Incentive Units: 24,173

Number of Time-Based Units: 12,086 Number of Performance-Based Units: 12,087

Time-Based Unit Vesting Schedule:

25%	on 11/27/2020
25%	on 11/27/2021
25%	on 11/27/2022
25%	on 11/27/2023

Performance-Based Unit Milestone Condition Vesting Schedule:

Percentage Vesting	Cash-on-Cash Return
0.00%	Less than 2.00 times the Base Equity Value
100.00%	2.00 times or greater the Base Equity Value

EXHIBIT 10.7

Appendix C

Restrictive Covenants

1.Definitions. Capitalized terms not defined herein shall have the meaning set forth in the Amended and Restated Incentive Unit Agreement (the “Agreement”) to which this Appendix C (this “Appendix”) is appended. For purposes of this Appendix:

(a)“Business” means any line of business in which any member of the Company Group is engaged and for which (i) Executive provides significant services or (ii) Executive has or has access to Confidential Information (as defined below), during Executive’s employment, or, with respect to the portion of the Restricted Period that follows termination of Executive’s employment, at the time of such termination.

(b)“Company” means Signify Health, Inc., a Delaware corporation (including its successors and assigns).

(c)“Company Group” means the Company, its subsidiaries and its affiliates.

(d)“Confidential Information” means any non-public, proprietary or confidential information, including, without limitation, trade secrets, know-how, research and development, software, databases, inventions, processes, methods, procedures, computer programs and architecture, formulae, technology, designs, customer information, lists and identities, employee lists and identities, methodologies, contractual forms, Works and other Intellectual Property, information concerning finances, investments, profits, pricing, costs, products, services, vendors, customers, clients, partners, investors, personnel, compensation, recruiting, training, advertising, sales, marketing, promotions, government and regulatory activities and approvals, in each case, concerning the past, current or future business, activities and operations of the Company Group and/or any third party that has disclosed or provided any of same to the Company Group on a confidential basis, and other information, whether tangible or intangible. Notwithstanding the foregoing, “Confidential Information” shall not include any information that is or becomes (A) generally known to the public other than as a result of Executive’s breach of this or any other confidentiality covenant; or (B) required by law to be disclosed; provided that with respect to subsection (B), Executive shall, to the extent permitted by law, give prompt written notice to the Company of such requirement, disclose no more information than is so required, and reasonably cooperate at the Company’s sole expense with any attempts by the Company to obtain a protective order or similar treatment.

(e)“Intellectual Property” means any and all patents, invention disclosures, invention registrations, ideas, trademarks, service marks, trade names, corporate names, trade dress, certification marks, logos, domain names, social media identifiers or accounts, rights of publicity, copyrights, derivative works, mask works, trade secrets, know-how, software, and all other intellectual property and proprietary rights recognized by any applicable law of any jurisdiction, and all registrations and applications for registration of, improvements to the inventions disclosed in each such issuance, patent or patent application and all rights to claim priority (including under the Paris Convention) to and all goodwill associated with the foregoing, including rights in copies and embodiments of any of the foregoing (whether electronic or tangible) and rights to sue or

EXHIBIT 10.7

recover and retain damages and costs and attorneys’ fees for past, present and future infringement, misappropriation or other violation of any of the foregoing.

(f)“Moral Rights” means any rights to claim authorship of a work, to object to or prevent the modification or destruction of a work, or to withdraw from circulation or control the publication or distribution of a work, and any similar right, existing under any applicable law of any jurisdiction, regardless of whether or not such right is denominated or generally referred to as a “moral right.”

(g)“Restricted Area” means (A) any geographic area in which any member of the Company Group does business during Executive’s employment with the Company Group or (B) within twenty five (25) miles of any location where any member of the Company Group has one or more clients or customers during Executive’s employment with the Company Group or, with respect to the portion of the Restricted Period that follows the termination of Executive’s employment with the Company Group, at the time of such termination.

(h)“Restricted Period” means the 12 month period immediately following the date of the cessation of Executive’s employment with the Company Group for any reason.

(i)“Restricted Employee” means any employee of the Company Group, or any person who was an employee of the Company Group at any time during the six months prior to the date such person is to be so hired, solicited or contacted (other than any person who was terminated by any member of the Company Group without cause prior to being so hired, solicited or contacted), in each case that is not a Senior Restricted Employee.

(j)“Senior Restricted Employee” means any C-level executive officer of any member of the Company Group.

(k)“Works” means any and all works of authorship, inventions, discoveries, materials, processes, methods, documents or other work product (including without limitation, research, reports, software, data, databases, programs, apparatus, designs, systems, applications, presentations, textual works, content, or audiovisual materials and the like).

2.Scope and Reasonableness. The Executive acknowledges and agrees that (a) the covenants of Executive set forth in this Appendix constitute a material inducement for the Company to execute and deliver the Agreement, and (b) irreparable harm would result to the Company and the Company Group as a result of a violation or breach by Executive of the obligations set forth in this Appendix. Executive acknowledges and agrees that the restrictions contained in this Appendix, including, with respect to the definition of the Business, the Restricted Area and the Restricted Period are reasonable in all respects, including for the purpose of preserving for the Company’s and each member of the Company Group’s proprietary rights, going business value and goodwill of the Company Group and the Business.

1.Restrictive Covenants and Representations.

(a)Confidential Information.

(i)Subject to Section 3(a)(v) and Section 3(d), Executive will not at any time

(A) retain or use for the benefit, purposes or account of Executive or any other person outside of the Company Group, or in any manner adverse to the interests of the Company Group, any Confidential Information; or (B) disclose, divulge, reveal, communicate, share, transfer or provide access to any person outside of the Company Group any Confidential Information (other than in performance of Executive’s duties during Executive’s employment and/or service with the Company Group and pursuant to customary industry practice), without the prior written authorization of the Board of Directors of the Company. Executive will take all action reasonably necessary to protect the Confidential Information from being disclosed to anyone other than persons authorized by the Company Group.

EXHIBIT 10.7

(ii)Except as required by law, Executive will not disclose to anyone, other than Executive’s family (it being understood that, in this Section 3, the term “family” refers to Executive, Executive’s spouse, children, parents and spouse’s parents) and advisors, the existence or contents of this Appendix; provided that Executive may disclose to any prospective future employer the provisions of this Section 3. This Section 3(a)(ii) shall terminate if a member of the Company Group publicly discloses a copy of this Appendix (or, if a member of the Company Group publicly discloses summaries or excerpts of this Appendix, to the extent so disclosed).

(iii)All Confidential Information shall remain the sole and exclusive property of the applicable Company Group. To the extent that Executive acquires any right, title or interest in or to any Confidential Information, Executive hereby irrevocably assigns, transfers, conveys and delivers to the applicable member of the Company Group all such right, title and interest in and to such Confidential Information.

(iv)Upon termination of Executive’s employment with the Company Group for any or no reason, Executive shall (A) cease and not thereafter commence use of any Confidential Information or Intellectual Property (including without limitation, any patent, invention, copyright, trade secret, trademark, trade name, logo, domain name or other source indicator) owned or used by the Company Group; and (B) immediately destroy, delete, or return to the Company, at the Company’s option, all originals and copies in any form or medium (including documents, memoranda, books, papers, plans, computer files, letters, email and computer disks or tapes, whether machine or user readable, and other data) in Executive’s possession or control (including any of the foregoing stored or located in Executive’s office, home, laptop or other computer, whether or not Company Group property) that contain Confidential Information. At the time Executive returns or destroys such copies of Confidential Information, Executive will acknowledge to the Company Group, in writing and under oath, that Executive has complied with the terms of this Appendix.

(v)18 U.S.C. § 1833(b) provides: “An individual shall not be held criminally or civilly liable under any Federal or State trade secret law for the disclosure of a trade secret that

(A) is made (i) in confidence to a Federal, State, or local government official, either directly or indirectly, or to an attorney; and (ii) solely for the purpose of reporting or investigating a suspected violation of law; or (B) is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal.” Nothing in this Section 3 is intended to conflict with 18 U.S.C. § 1833(b) or create liability for disclosures of trade secrets that are expressly allowed by 18 U.S.C. § 1833(b). Accordingly, the parties to this Appendix have the right to disclose in

EXHIBIT 10.7

confidence trade secrets to federal, state, and local government officials, or to an attorney, for the sole purpose of reporting or investigating a suspected violation of law. The parties also have the right to disclose trade secrets in a document filed in a lawsuit or other proceeding, but only if the filing is made under seal and protected from public disclosure.

(b)Non-Competition/Non-Solicitation.

(i)While Executive is employed by the Company Group and during the Restricted Period, Executive agrees to not, directly or indirectly, whether as owner, partner, investor, consultant, agent, employee, co-venturer or otherwise, carry on, own, manage, operate, participate in or be employed or engaged in any capacity by any person or entity engaged in the Business within the Restricted Area (“Competing Business”), provided that, Executive may (x) collectively own less than 1% of the outstanding shares of any class of securities of any enterprise (but without otherwise participating in the activities of such enterprise) if such securities are listed on any national or regional securities exchange and have been registered under Section 12(g) of the Securities Exchange Act of 1934, as amended and (y) following the cessation of Executive’s employment with the Company Group, be employed or engaged by or provide services to a Competing Business so long as (1) Executive works for or provides services to a division or subsidiary that is not itself engaged in the Business and (2) Executive is not employed or engaged in any capacity similar or related to the capacity in which Executive was employed by the Company Group for the two-year period immediately preceding the date of Executive’s cessation of employment. Competing Businesses include, without limitation, Aledade, Evolent Health, Privia Health, Collaborative Health Systems (under WellCare), Imperium Health Management, Clover Health, Premier and VillageMD. While Executive is employed by the Company Group and during the Restricted Period, Executive agrees not to, either alone or in conjunction with Executive’s affiliates, directly or indirectly solicit, induce or attempt to induce any Senior Restricted Employee or Restricted Employee to leave the employ or service of any member of the Company Group, hire any Senior Restricted Employee or Restricted Employee, or in any way interfere with the employee relationship between the Company Group and any such Senior Restricted Employee or Restricted Employee, provided that, that the foregoing restriction not to solicit (but not, for the avoidance of doubt, the restrictions on hiring, inducement or interference) shall not be violated by general advertising or solicitation not specifically targeted at any Senior Restricted Employee or Restricted Employee.

(ii)While Executive is employed by the Company Group and during the Restricted Period, Executive shall not, either alone or in conjunction with Executive’s affiliates, directly or indirectly, (A) solicit, induce or service, attempt to solicit, induce or service, or assist in soliciting, inducing or servicing, the business of any then current client or prospective supplier, licensee, licensor or other business relation of any member of the Company Group in a manner which (x) induces such person to cease doing business with, or (y) reduces the amount of business conducted with, any member of the Company Group, or (B) in any way interfere with the relationship between any then current or prospective client, supplier, licensee, licensor or other business relation of any member of the Company Group:

(1)with whom Executive had personal contact or dealings in furtherance of the Business on behalf of any member of the Company Group during the one-year period immediately preceding Executive’s termination of employment;

EXHIBIT 10.7

(2)about whom Executive had knowledge of any member of the Company Group’s plans with respect to such person;

(3)with whom employees reporting to Executive have had personal contact or dealings on behalf of any member of the Company Group during the one-year period immediately preceding Executive’s termination of employment; or

(4)for whom Executive had direct or indirect responsibility during the one-year period immediately preceding Executive’s termination of employment.

(c)Intellectual Property.

(i)Executive shall promptly and fully disclose in writing to the Company Group any and all Works and any and all Intellectual Property that Executive conceives, creates, invents, designs, develops, contributes to, improves or reduces to practice, either alone or with one or more third parties, at any time during Executive’s employment with any member of the Company Group (i) that are within the scope of such employment, (ii) with the use of any resources, trade secrets, know-how or other Confidential Information of the Company Group or

(iii)that otherwise relate to the Company Group’s business or actual or demonstrably anticipated research or development (collectively, “Newly Developed Works”). Executive also acknowledges and agrees that the Company Group solely and exclusively owns any and all Works and Intellectual Property that Executive conceived, created, invented, designed, developed, contributed to, improved or reduced to practice, either alone or with one or more third parties, at any time prior to the date hereof, (A) that were within the scope of his or her employment with the Company Group, (B) with the use of any resources trade secrets, know-how or other confidential information of the Company Group or its subsidiaries or (C) that otherwise related to the Company Group’s business or actual or demonstrably anticipated research or development (“Previously DevelopedWorks” and together with Newly Developed Works, “Company Works”).

(ii)Executive acknowledges and agrees that the Company Group has and will continue to have sole exclusive title and ownership rights in and to all Company Works. Executive hereby irrevocably assigns, transfers, conveys and delivers, to the maximum extent permitted by applicable law, all of Executive’s right, title, and interest in, to and under Company Works (including rights under patent, industrial property, copyright, trademark, trade secret, unfair competition, other Intellectual Property laws, and related laws) to the Company, to the extent ownership of any such rights does not vest originally in the Company. Executive acknowledges and agrees that, with respect to any Company Works that may qualify as a Work Made for Hire as defined in 17 U.S.C. § 101 or other applicable law, such Company Work is and will be deemed a Work Made for Hire and the Company will have the sole and exclusive right to all Intellectual Property related thereto (or, in the event that any such Company Work does not qualify as a Work Made for Hire, all Intellectual Property related thereto is automatically assigned to the Company as above). If Executive creates any written records (in the form of notes, sketches, drawings, or any other tangible form or media) of any Company Works, Executive will keep and maintain same. The records will be available to and remain the sole property and intellectual property of the Company at all times.

EXHIBIT 10.7

(iii)Executive shall take all reasonably requested actions and execute all reasonably requested documents (including any licenses or assignments required by a government contract) at the Company’s expense (but without further remuneration) to assist the Company in validating, maintaining, protecting, enforcing, perfecting, recording, patenting or registering any of the Company’s rights in the Company Works.

(iv)Executive shall not improperly use for the benefit of, bring to any premises of, divulge, disclose, communicate, reveal, transfer or provide access to, or share with the Company or its subsidiaries any confidential, proprietary or non-public information or Intellectual Property relating to a former employer or other third party without the prior written permission of such third party. Executive shall comply with all relevant policies and guidelines of the Company and its subsidiaries that are from time to time previously disclosed to Executive, including regarding the protection of Confidential Information and Intellectual Property and potential conflicts of interest.

(v)Set forth in Exhibit A (Prior Inventions) attached hereto is a complete list of all Works and Intellectual Property that Executive, alone or jointly with others, conceived, developed, created, invented, designed, developed, contributed to, improved or reduced to practice prior to the commencement of Executive’s employment with the Company Group, that are Executive’s property, and that the Company acknowledges and agrees are excluded from the scope of this Appendix (collectively, “Prior Inventions”). If disclosure of any such Prior Invention would cause Executive to violate any prior confidentiality agreement, Executive understands that Executive is not to list such Prior Inventions in Exhibit A but is only to disclose where indicated a cursory name for each such Prior Invention, a listing of each person or entity to whom it belongs, and the fact that full disclosure as to such Prior Inventions has not been made for that reason (it being understood that, if no Invention or disclosure is provided in Exhibit A, Executive hereby represents and warrants that there are no Prior Inventions). If, in the course of Executive’s employment with the Company Group, Executive incorporates any Prior Invention into any Company Group product, process or machine or otherwise uses any Prior Invention, Executive hereby grants to the Company Group a worldwide, non-exclusive, irrevocable, perpetual, fully paid-up and royalty-free license (with rights to sublicense through multiple tiers of sublicensees) to use, reproduce, modify, make derivative works of, publicly perform, publicly display, make, have made, sell, offer for sale, import and otherwise exploit such Prior Invention for any purpose.

(vi)To the extent Executive may do so under applicable law, Executive hereby waives and agrees never to assert any Moral Rights that Executive may have in or with respect to any Company Works, even after termination of any work on behalf of the Company Group.

(vii)The provisions of Section 3(c) hereof shall survive the termination of Executive’s employment for any or no reason.

(d)Whistleblower Protection. Notwithstanding anything to the contrary contained in this Appendix (including Section 3), no provision of this Appendix shall be interpreted so as to impede Executive from reporting possible violations of federal law or regulation to any governmental agency or entity, including but not limited to the Department of Justice, the Securities and Exchange Commission, the Congress, and any agency Inspector General, or making other disclosures under the whistleblower provisions of federal law or regulation. Executive does

EXHIBIT 10.7

not need the prior authorization of any member of the Company Group to make any such reports or disclosures, and Executive shall not be not required to notify any member of the Company Group that such reports or disclosures have been made. The Company Group may not retaliate against Executive for any of these activities, and nothing in this Appendix or otherwise requires Executive to waive any monetary award or other payment that Executive might become entitled to from the Securities and Exchange Commission or any other governmental entity or self- regulatory organization.

(e)Blue Pencil. It is the desire and intent of the parties that the provisions of this Section 3 shall be enforced to the fullest extent permissible under the laws and policies in the jurisdiction in which enforcement is sought. Accordingly, if any particular provision or clause of this Section 3 shall be adjudicated to be invalid or unenforceable, then such provision or clause shall be deemed amended to delete therefrom the portion thus adjudicated to be invalid or unenforceable or modified to permit its enforcement to the maximum extent permitted by law.

(f)Equitable Relief and Other Remedies. Executive acknowledges and agrees that a breach of this Section 3 may result in material and irreparable injury to the Company Group and that the Company’s remedies at law for a breach or threatened breach of any of the provisions of Section 3 of this Appendix would be inadequate and, in recognition of this fact, Executive agrees that, in the event of such a breach or threatened breach, in addition to any remedies at law, the Company Group, without posting any bond or other security, shall be entitled to obtain equitable relief in the form of specific performance, a temporary restraining order, a temporary or permanent injunction or any other equitable remedy which may then be available, without the necessity of showing actual monetary damages.

(g)Return of Property. Upon termination of Executive’s employment with the Company Group for any reason whatsoever, voluntarily or involuntarily (and in all events within five (5) days of Executive’s date of termination), and at any earlier time the Company requests, Executive will deliver to the person designated by the Company all originals and copies of all documents and property of the Company Group in Executive’s possession, under Executive’s control or to which Executive may have access, including but not limited to, any office or communications equipment (e.g., laptop, cellular phone, etc.) that Executive has or has been using, and any business or business-related files that Executive has in Executive’s possession. Executive will not reproduce or appropriate for Executive’s own use, or for the use of others, any property or Confidential Information, and shall remove from any personal computing or communications equipment all information relating to the Company Group.

(h)Non-Disparagement. While Executive is employed by the Company Group and thereafter, Executive agrees that Executive will not disparage any member of the Company Group or any of its officers, directors, investors, employees, and agents, and its and their respective successors and assigns, heirs, executors, and administrators, or make any public statement reflecting negatively on any member of the Company Group or any of its officers, directors, investors, employees, and agents, and its and their respective successors and assigns, heirs, executors, and administrators, to third parties, including, but not limited to, any matters relating to the operation or management of the Company Group, irrespective of the truthfulness or falsity of such statement. The foregoing limitation shall not be violated by truthful statements in response to legal process, required governmental testimony or filings, or administrative or arbitral proceedings

EXHIBIT 10.7

(including, without limitation, depositions in connection with such proceedings), and the foregoing limitation on the Company’s executives and directors shall not be violated by statements that they in good faith believe are necessary or appropriate to make in connection with performing their duties and obligations to the Company.

(i)Executive Representation. Executive represents and warrants to the Company that there are no restrictions, agreements or understandings whatsoever to which Executive is a party which would prevent or make unlawful Executive’s execution of this Appendix or Executive’s employment with the Company Group, which is or would be inconsistent or in conflict with this Appendix or Executive’s employment with the Company Group, or would prevent, limit or impair in any way the performance by Executive of the obligations hereunder or otherwise to the Company Group. In addition, Executive has disclosed to the Company all restraints, confidentiality commitments and other employment restrictions that Executive has with any other employer, person or entity. Executive covenants that in connection with Executive’s provision of services to the Company Group, Executive shall not breach any obligation (legal, statutory, contractual or otherwise) to any former employer or other person, including, but not limited to, obligations relating to confidentiality and proprietary rights.

(j)Tolling. In the event of any violation of the provisions of this Section 3, Executive acknowledges and agrees that the post-termination restrictions contained in this Section 3 shall be extended by a period of time equal to the period of such violation, it being the intention of the parties hereto that the running of the applicable post-termination restriction period shall be tolled during any period of such violation.

4.Cooperation. During the Executive’s employment with the Company Group and thereafter, Executive shall cooperate with the Company Group, upon the Company’s reasonable request and sole expense, with respect to any internal investigation or administrative, regulatory or judicial proceeding involving matters within the scope of Executive’s duties and responsibilities to the Company Group (including, without limitation, Executive being available to the Company upon reasonable notice for interviews and factual investigations, appearing at the Company’s reasonable request to give testimony without requiring service of a subpoena or other legal process, and turning over to the Company all relevant Company documents which are or may come into Executive’s possession during Executive’s employment) (collectively, the “Claims”). To the extent permitted by law, Executive agrees to promptly inform the Company if Executive becomes aware of any lawsuits involving Claims that may be filed or threatened against any member of the Company Group. Executive also agrees to promptly inform the Company (to the extent that Executive is legally permitted to do so) if Executive is asked to assist in any investigation of any member of the Company Group (or its actions) or another party attempts to obtain information or documents from Executive (other than in connection with any litigation or other proceeding in which Executive is a party-in-opposition) with respect to matters Executive believes in good faith to relate to any investigation of any member of the Company Group, in each case, regardless of whether a lawsuit or other proceeding has then been filed against any member of the Company Group with respect to such investigation, and shall not do so unless legally required. During the pendency of any litigation or other proceeding involving Claims, Executive shall not communicate with anyone (other than Executive’s attorneys and tax and/or financial advisors and except to the extent that Executive determines in good faith is necessary in connection with the performance of Executive’s duties hereunder) with respect to the facts or subject matter of any pending or potential

EXHIBIT 10.7

litigation or regulatory or administrative proceeding involving any member of the Company Group without giving prior written notice to the Company or the Company’s counsel (to the extent Executive is legally permitted to do so). Upon presentation of appropriate supporting documentation, the Company shall pay or reimburse Executive for all reasonable out-of-pocket travel, duplicating or telephonic expenses incurred by Executive in complying with this Section 4.

5.Survival. The respective rights and obligations of the parties under Sections 3 and 4 of this Appendix shall survive any termination of Executive’s employment to the extent necessary to the intended preservation of such rights and obligations.

6.Assignment. This Appendix may be assigned, without the consent of Executive, by the Company to any of its affiliates or any person, partnership, corporation or other entity that has purchased all or substantially all of the assets of the Company, provided such assignee assumes any and all of the liabilities of the Company hereunder. The duties and responsibilities of Executive under this Appendix are of a personal nature and shall not be assignable or delegable in whole or in part by Executive.

7.Remedies Cumulative; No Waiver. No remedy conferred upon a party by this Appendix is intended to be exclusive of any other remedy, and each and every such remedy shall be cumulative and shall be in addition to any other remedy given under this Appendix or now or hereafter existing at law or in equity. No delay or omission by a party in exercising any right, remedy or power under this Appendix or existing at law or in equity shall be construed as a waiver thereof, and any such right, remedy or power may be exercised by such party from time to time and as often as may be deemed expedient or necessary by such party in its sole discretion.

8.Severability. If any provision of this Appendix or application thereof to anyone or under any circumstances is adjudicated to be invalid or unenforceable in any jurisdiction, such invalidity or unenforceability shall not affect any other provision or application of this Appendix which can be given effect without the invalid or unenforceable provision or application and shall not invalidate or render unenforceable such provision or application in any other jurisdiction. If any provision is held void, invalid or unenforceable with respect to particular circumstances, it shall nevertheless remain in full force and effect in all other circumstances.

EX-10.8

EXHIBIT 10.8

AMENDED AND RESTATED INCENTIVE UNIT AGREEMENT

This    AMENDED    AND    RESTATED    INCENTIVE    UNIT    AGREEMENT    (this

“Agreement”), dated effective as of March 7, 2022 (the “Restatement Date”), is entered into by and between Cure Aggregator, LLC, a Delaware limited liability company (“Aggregator”), Cure TopCo, LLC, a Delaware limited liability company (“Cure TopCo”) and Josh Builder (“Executive”). This Agreement amends and restates in its entirety the Incentive Unit Agreement, dated effective as of the IPO Closing Date (as defined below), entered into by and between Aggregator, Cure TopCo and Executive (the “Prior Agreement”).

WHEREAS, on August 5, 2020 (the “Date of Grant”), Aggregator issued to Executive 9,262 Class C Common Units of Aggregator (the “Incentive Units”), each of which corresponded to a Class C Common Unit of Cure TopCo (the “Corresponding Units”), pursuant to the terms of

(1)that certain Incentive Unit Award Agreement, dated as of August 5, 2020, between Aggregator, Cure TopCo and Executive (the “Incentive Unit Agreement”), (2) the Third Amended and Restated Limited Liability Company Agreement of Aggregator, dated as of February 12, 2020 (the “ThirdAmended and Restated Aggregator LLC Agreement”), and (3) the Second Amended and Restated Limited Liability Company Agreement of Cure TopCo, dated as of November 27, 2019 (the “Second Amended and Restated LLC Agreement”);

WHEREAS, pursuant to that certain Reorganization Agreement, dated as of February 10, 2021 (the “Reorganization Agreement”), by and among Cure TopCo, Signify Health, Inc., a Delaware corporation (“Pubco”), and the other parties thereto, the parties thereto engaged in the Reorganization Transactions (as defined in the Reorganization Agreement) in connection with the IPO (as defined in the Cure TopCo LLC Agreement (as defined below));

WHEREAS, as part of the Reorganization Transactions, and pursuant to the Third Amended and Restated Limited Liability Company Agreement of Cure TopCo adopted on or around the IPO Closing Date (as defined in the Reorganization Agreement) (as amended from time to time, the “Cure TopCo LLC Agreement”) and the Fourth Amended and Restated Limited Liability Company Agreement of Aggregator adopted on or around the IPO Closing Date (as amended from time to time, the “Aggregator LLC Agreement”), all of the units of membership interest in Cure TopCo existing immediately prior to the Reorganization Transactions, including the Corresponding Units, were reclassified and converted into LLC Units (as defined in the Cure TopCo LLC Agreement) of Cure TopCo, and all of the units of membership interest in Aggregator existing immediately prior to the Reorganization Transactions, including the Incentive Units, were reclassified and converted into Units (as defined in the Aggregator LLC Agreement) of Aggregator; and

WHEREAS, to the extent that the Incentive Units and Corresponding Units were unvested and/or subject to forfeiture under the terms of the Incentive Unit Agreement, the Third Amended and Restated Aggregator LLC Agreement and the Second Amended and Restated LLC Agreement, as applicable, as of the IPO Closing Date, then such restrictions, as amended pursuant to this Agreement, continued to apply to the Units of Aggregator and the LLC Units of Cure TopCo issued in exchange for the Incentive Units and Corresponding Units, respectively, as reflected in this Agreement.

EXHIBIT 10.8

NOW, THEREFORE, in consideration of the mutual promises, covenants, and conditions contained in this Agreement, the Reorganization Agreement, the Cure TopCo LLC Agreement and the Aggregator LLC Agreement, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties covenant and agree as follows:

1.Capitalized Terms. The following capitalized terms, as used in this Agreement, have the meanings given to them in this Section 1. Other capitalized terms have the meanings given to them elsewhere in this Agreement or, if not so defined, in the Aggregator LLC Agreement or the Cure TopCo LLC Agreement, as applicable.

“Acceleration Event” means (i) a Change in Control or (ii) the NM Members or their respective direct or indirect parent entities, as applicable, ceasing to beneficially own, directly or indirectly, at least 25% of the outstanding Pubco Common Stock (as determined on a fully diluted basis).

“Base Equity Value” means the cumulative total of (i) the aggregate value of all equity securities held by the NM Members and their respective direct or indirect parent entities, as applicable, as of the closing of the transactions contemplated by the Combination Agreement (as amended, restated, supplemented or otherwise modified from time to time), dated as of November 14, 2019, by and between Cure TopCo and Remedy Partners, LLC, a Delaware limited liability company (formerly known as Remedy Partners, Inc.) (the “Combination Closing Date”) plus (ii) any additional investment in equity securities of Cure TopCo by the NM Members and their respective direct or indirect parent entities, as applicable, following the Combination Closing Date (including (x) any cash dividend, (y) distribution, (z) the proceeds of any partial liquidation of Cure TopCo; but excluding (A) any fees or expense reimbursements under any applicable management or professional services agreement and (B) any fees and expenses realized in connection with any Change in Control).

“Board” means the Board of Directors of Pubco.

“Cash-on-Cash Return” means, without duplication, the cumulative aggregate gross cash return realized, and/or the fair market value of marketable securities received by the NM Members or their respective direct or indirect parent entities, as applicable, in respect of the Base Equity Value, including, for the avoidance of doubt, any such return or securities received by the NM Members or their direct or indirect parent entities, as applicable, on a disposition of Pubco Common Stock or of equity securities of the Company (whether such disposition is to Pubco or otherwise); provided that with respect to any disposition of Pubco Common Stock by the NM Members, the Compensation Committee will make such determinations in good faith as are necessary to allocate the proceeds received on such disposition on a proportionate basis between the Cure TopCo Pubco Common Stock and the shares of Pubco Common Stock held by the NM Members that are not Cure TopCo Pubco Common Stock. Any portion of any transaction consideration to be received by equityholders of Pubco that is subject to any contingency or future event including, without limitation, transaction escrow arrangement, holdback, installment arrangements or earnouts shall be included in Cash-on-Cash Return if, when and to the extent

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EXHIBIT 10.8

actually received by the NM Members or, without duplication, their respective direct or indirect parent entities, as applicable. If the NM Members or, without duplication, their respective direct or indirect parent entities, as applicable, receive non-marketable securities or other non-cash property pursuant to a distribution or as proceeds from their aggregate investment in equity securities of Cure TopCo, Executive shall be treated no less favorably than any other member of the Board of Directors of Cure TopCo or officer of Cure TopCo and its Affiliates who holds Incentive LLC Units with respect to the inclusion or exclusion of non-marketable securities or other non-cash property from Cash-on-Cash Return.

“Cause” shall have the meaning ascribed to such term in the Employment Agreement or, if not so defined, “Cause” means (i) Executive’s indictment for, conviction of, or a plea of guilty or nolo contendere to, a (A) felony or (B) any crime of moral turpitude; (ii) Executive’s embezzlement, breach of fiduciary duty or fraud with regard to the Company Group or any of its assets or businesses; (iii) Executive’s continued failure to perform the duties of Executive’s position, in the reasonable judgment of the Board; (iv) Executive’s dishonesty, willful misconduct, or illegal conduct relating to the affairs of any member of the Company Group or its affiliates or any of its customers; (v) Executive’s breach of a material provision of this Agreement or any other contractual obligation to any member of the Company Group or its affiliates; or (vi) other conduct by Executive that may be harmful to the business, interests, or reputation of the Company Group, including any material violation of a Company Group policy. With respect to clauses (iii), (iv), (v), and (vi) above, Aggregator shall provide ten (10) days written notice to Executive of its intent to terminate for Cause, and during such ten (10) day period Executive shall have a right to cure (if curable). If not cured within such period (as determined in the reasonable judgment of the Board, the termination of Executive’s service will be effective upon the date immediately following the expiration of the ten (10) day notice period. Notwithstanding anything to the contrary contained herein, Executive’s right to cure as set forth above shall not apply if there are habitual or repeated breaches by Executive.

“Change in Control” means the occurrence of any one or more of the following events:

(i)any Person, other than (a) any employee plan established by Pubco or any Subsidiary, (b) Pubco or any of its Affiliates (including, for the avoidance of doubt, New Mountain Capital, LLC and its Affiliates), (c) an underwriter temporarily holding securities pursuant to an offering of such securities, or (d) an entity owned, directly or indirectly, by stockholders of Pubco in substantially the same proportions as their ownership of Pubco, is (or becomes, during any 12- month period) the “beneficial owner” (as such term is defined in Rule 13d-3 under the Securities Exchange Act of 1934), directly or indirectly, of securities of Pubco (not including in the securities beneficially owned by such Person any securities acquired directly from Pubco or its Affiliates other than in connection with the acquisition by Pubco or its Affiliates of a business) representing 50% or more of the total voting power of the stock of Pubco; provided that the provisions of this subsection (i) are not intended to apply to or include as a Change in Control any transaction that is specifically excepted from the definition of Change in Control under subsection (iii) below;

(ii)the consummation of a merger, amalgamation or consolidation of Pubco with any other corporation or other entity, or the issuance of voting securities in connection with such

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EXHIBIT 10.8

a transaction pursuant to applicable stock exchange requirements; provided that immediately following such transaction the voting securities of Pubco outstanding immediately prior thereto do not continue to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity of such merger or consolidation or parent entity thereof) 50% or more of the total voting power of Pubco’s stock (or, if Pubco is not the surviving entity of such transaction, 50% or more of the total voting power of the stock of such surviving entity or parent entity thereof); and provided, further, that such a transaction effected to implement a recapitalization of Pubco (or similar transaction) in which no Person is or becomes the “beneficial owner” (as such term is defined in Rule 13d-3 under the Securities Exchange Act of 1934), directly or indirectly, of securities of Pubco (not including in the securities beneficially owned by such Person any securities acquired directly from Pubco or its Affiliates other than in connection with the acquisition by Pubco or its Affiliates of a business) representing 50% or more of either the then-outstanding shares of Class A Common Stock or the combined voting power of Pubco’s then- outstanding voting securities shall not be considered a Change in Control; or

(iii)the sale or disposition by Pubco of Pubco’s assets in which any Person acquires (or has acquired during the 12-month period ending on the date of the most recent acquisition by such Person) assets from Pubco that have a total gross fair market value equal to more than 50% of the total gross fair market value of all of the assets of Pubco immediately prior to such acquisition or acquisitions.

Notwithstanding the foregoing, (A) no Change in Control shall be deemed to have occurred if there is consummated any transaction or series of integrated transactions immediately following which the record holders of the Class A Common Stock immediately prior to such transaction or series of transactions continue to have substantially the same proportionate ownership in an entity which owns substantially all of the assets of Pubco immediately prior to such transaction or series of transactions, and (B) no Change in Control shall be deemed to have occurred upon the acquisition of additional control of Pubco by any Person that, prior to such transaction, directly or indirectly controls, is controlled by, or is under common control with, Pubco.

“Company Group” means, at any given time, Pubco, Cure TopCo, Aggregator and their Affiliates.

“Compensation Committee” means the Compensation Committee of the Board.

“Corresponding Class B Share” means, with respect to an Incentive LLC Unit, the share of Class B Common Stock that was issued to Executive pursuant to the Class B Securities Purchase Agreement entered into between Pubco and Executive and that corresponds to the Corresponding Incentive Unit (as defined below).

“Cure TopCo Pubco Common Stock” means the shares of Pubco Common Stock received by the NM Members in connection with the Reorganization Transactions.

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EXHIBIT 10.8

“Employment Agreement” means the applicable employment, retention or other employment letter agreement entered into between Executive and a member of the Company Group (or any predecessor entity).

“IPO Closing Date” has the meaning given to such term in the Reorganization Agreement.

“NM Members” shall mean (i) New Mountain Partners V, L.P. and its Affiliates in respect of their investment in Remedy Acquisition, LP, (ii) New Mountain Partners V (AIV-C), L.P., and

(iii) New Mountain Partners V (AIV-C2), L.P., and their respective Affiliates, in each case, other than Pubco and its direct or indirect subsidiaries.

“Person” means any individual, corporation, partnership, limited liability company, trust, estate, joint venture, governmental authority or other entity.

“Terminated” or “Terminates” means, with respect to Executive, a Termination of Employment or Service, as applicable.

“Termination of Employment or Service” means a termination of employment or service (for reasons other than a military or personal leave of absence granted by Cure TopCo) of Executive from the Company Group. Notwithstanding the foregoing, if no rights of Executive are reduced or adversely affected, the Compensation Committee may otherwise define Termination of Employment or Service thereafter, provided that any such change to the definition of the term “Termination of Employment or Service” does not subject the applicable Incentive LLC Units to Section 409A of the Code.

2.83(b) Elections. After the issuance of the Corresponding Incentive Units and the Incentive LLC Units as contemplated by the Prior Agreement, Aggregator executed and delivered to the Internal Revenue Service (the “IRS”) an election under Section 83(b) of the Code with respect to the Corresponding Incentive Units and Executive executed and delivered to the IRS an election under Section 83(b) of the Code substantially in the form attached hereto as Appendix A with respect to the Incentive LLC Units (together the “83(b) Elections”). Executive understands that under Section 83(b) of the Code, regulations promulgated thereunder, and certain IRS administrative announcements, in the absence of an effective election under Section 83(b) of the Code, the excess of the fair market value of any Incentive LLC Units, on the date on which any forfeiture restrictions applicable to such Incentive LLC Units lapse, over the price paid for such Incentive LLC Units, could be reportable as ordinary income at that time. For this purpose, the term “forfeiture restrictions” includes the restrictions on transferability and the vesting and reversion conditions imposed under Sections 3 and 4 of this Agreement. Executive understands that (i) in making an 83(b) Election, Executive may be taxed at the time the Incentive LLC Units were received under the Prior Agreement to the extent the fair market value of the Incentive LLC Units exceeded the price for such Incentive LLC Units and (ii) in order to be effective, the 83(b) Elections must have been filed with the IRS within thirty (30) days after February 12, 2021. Executive hereby acknowledges that: (x) the foregoing description of the tax consequences of the 83(b) Elections is not intended to be complete and, among other things, does not describe state, local or foreign income and other tax consequences; (y) none of Cure TopCo, Aggregator, the NM

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EXHIBIT 10.8

Members, any of their respective Affiliates or any of their respective partners, members, equityholders, directors, officers, employees, agents or representatives (each, a “Related Person”) has provided or is providing Executive with tax advice regarding the 83(b) Elections or any other matter, and Cure TopCo, Aggregator and the NM Members and their respective Affiliates have urged Executive to consult Executive’s own tax advisor with respect to income taxation consequences of receiving, holding and disposing of the Incentive LLC Units; and (z) none of Cure TopCo, Aggregator, the NM Members or any other Related Person has advised Executive to rely on any determination by it or its representatives as to the fair market value specified in the 83(b) Elections and will have no liability to Executive if the actual fair market value of the Incentive LLC Units on the date hereof exceeds the amount specified in the respective 83(b) Elections.

3.Incentive Units. The Units of Aggregator issued to Executive hereunder (the “Incentive LLC Units”) and the corresponding LLC Units of Cure TopCo issued to Aggregator (the “Corresponding Incentive Units”) are subject to the vesting conditions set forth in this Section

3.A portion of the Incentive LLC Units and Corresponding Incentive Units, as set forth on Appendix B, shall be subject to time-based vesting conditions (the “Time-Based Units”) and a portion of the Incentive LLC Units and Corresponding Incentive Units, as set forth on AppendixB, shall be subject to performance-based and time-based vesting conditions, as applicable (the “Performance-Based Units”). For purposes of this Agreement and the Aggregator LLC Agreement, the Incentive LLC Units and Corresponding Incentive Units which have become vested in accordance with this Section 3 shall be referred to herein as the “Vested Units” and the remaining Incentive LLC Units and Corresponding Incentive Units shall be referred to herein as the “Unvested Units.” The Incentive LLC Units are subject to the restrictions set forth in this Agreement.

3.1.Time-Based Units. Executive’s Time-Based Units shall continue to time vest in accordance with the vesting schedule set forth on Appendix B. Except as otherwise provided in this Agreement, there shall be no proportionate or partial vesting in the periods prior to each vesting date set forth on Appendix B and all vesting shall occur only on the applicable vesting date set forth on Appendix B, provided that Executive has not been Terminated prior to each applicable vesting date. Notwithstanding the foregoing, any Time-Based Units shall become fully vested upon the occurrence of an Acceleration Event, so long as Executive has not been Terminated prior to the date of such Acceleration Event.

3.2.Performance-Based Units. Executive’s Performance-Based Units shall vest on the earlier to occur of (i) the achievement by the NM Members (and/or, without duplication, their direct and indirect parent entities) of the aggregate Cash-on-Cash Returns pursuant to the vesting schedule set forth on Appendix B (the “Milestone Condition”) or (ii) the satisfaction of a service-vesting condition pursuant to which the Performance-Based Units will vest with respect to 50% of such Performance-Based Units on March 7, 2023 and 50% of such Performance-Based Units on March 7, 2024 (the “Service Condition”); provided that Executive has not been Terminated prior to the earliest date on which vesting would occur. With respect to the Milestone Condition, there shall be no proportionate or partial vesting for levels of achievement of Cash-on- Cash Return between the performance thresholds set forth above, and all vesting shall occur on a

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EXHIBIT 10.8

cliff basis only to the extent that an applicable Cash-on-Cash Return threshold is achieved, and with respect to the Service Condition, except as otherwise provided in this Agreement, there shall be no proportionate or partial vesting in the periods prior to each vesting date set forth above and all vesting shall occur only on the applicable vesting date set forth above; provided, in each case, that Executive has not been Terminated prior to the applicable vesting date. For the avoidance of doubt, in the event that the applicable Cash-on-Cash Return is not achieved at any point in time, then the Performance-Based Units shall remain outstanding and eligible to continue to vest in accordance with this Section 3.2; provided that Executive has not been Terminated prior to the earliest date on which vesting would occur; and provided, further, that any Performance-Based Units that remain unvested at such time as the NM Members or their respective direct or indirect parent entities cease to control any Equity Securities of Pubco shall remain subject only to the satisfaction of the Service Condition.

3.3.Call Rights. Except as otherwise provided in this Agreement, in the event of Executive’s Termination for any reason, Aggregator may repurchase from Executive and/or, as applicable, any of his or her Permitted Transferees the portion of the Incentive LLC Units that are Vested Units based on the most recent valuation under Section 409A of the Code obtained by Cure TopCo, subject to the sole discretion of the Board. For purposes of this Section 3.4, all requirements of Executive shall apply equally in full force and effect with respect to any Permitted Transferee.

3.3.1.Aggregator shall have a period of one hundred eighty (180) days (or such longer period as may be necessary to avoid changing the accounting treatment for the acquisition of the Incentive LLC Units being repurchased from an equity-based accounting treatment to a liability based accounting treatment (as contemplated by FASB ASC Topic 718)); provided that such period shall not exceed three hundred sixty-five (365) days following the date of Executive’s Termination, in which to give notice in writing to Executive of Aggregator’s election to exercise its repurchase rights hereunder and thirty

(30) days after delivery of such notice to pay the repurchase price and consummate the repurchase transaction. For the sake of clarity, Aggregator may elect to repurchase any of the Incentive LLC Units of Executive and/or, as applicable, any of his or her Permitted Transferees in one or more separate transactions. The repurchase price, if any, payable pursuant to Aggregator’s exercise of its repurchase rights hereunder shall be paid (i) by delivery to Executive of wire transfer or a certified bank check or checks in the appropriate amount payable to the order of Executive; (ii) by the cancellation of any indebtedness owed by Executive to Aggregator, Cure TopCo or any of their Affiliates; or (iii) by issuance of an unsecured promissory note bearing interest (payable at maturity) at a simple rate per annum equal to the prime rate in effect at such time, with such note to have a maturity date of no greater than seven (7) years following its issuance and otherwise on customary terms and conditions for promissory notes of such type, including acceleration in the event of an Acceleration Event; or (iv) any combination of clauses (i), (ii) or (iii) of this Section 3.4.1, as determined in the sole discretion of Aggregator. Aggregator may choose to have a designee purchase any Incentive LLC Units elected by it to be purchased hereunder so long as Aggregator shall bear any reasonable costs and expenses of Executive in connection with the sale to such designee that Executive would not have otherwise incurred in

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EXHIBIT 10.8

connection with a sale to Aggregator. All references to Aggregator in this Section 3.4 shall refer to such designee as the context requires. Executive agrees to take all necessary and reasonable actions as directed by Aggregator in connection with the consummation of a repurchase pursuant to this Section 3.4, including executing the applicable repurchase documentation. Without limiting the generality of the foregoing, Aggregator shall be entitled to receive customary representations and warranties from Executive regarding the Incentive LLC Units being repurchased including, but not limited to, the representation that Executive has good and marketable title to the Incentive LLC Units to be repurchased free and clear of all liens, claims and other encumbrances.

3.4.Termination of Employment. If Executive’s employment or service relationship Terminates (other than in the case of a Termination for Cause), irrespective of whether Executive receives, in connection with such Termination, any severance or other payment from Cure TopCo or any of its Affiliates under any employment or service agreement or otherwise, the Incentive LLC Units, other than such portion that are Vested Units, shall terminate and be of no further force and effect as of and following the close of business on the date of such Termination. Notwithstanding anything in this Agreement to the contrary, and in addition to the rights of Aggregator set forth in this Section 3.4 (or any other right Aggregator may have), the Incentive LLC Units, including the portion that are Vested Units, shall immediately be forfeited and cancelled, without any consideration being paid therefore and without further action by Aggregator or any other Person, upon a Termination of Executive by Cure TopCo or any of its Affiliates for Cause.

4.Restrictions on Unvested Units; Forfeiture.

4.1.Executive may not offer or Transfer or agree to offer or Transfer, grant any call option with respect to, borrow against, or enter into any swap or derivative transaction with respect to any Incentive LLC Unit or any interest therein, unless such action is taken in accordance with Article VI of the Aggregator LLC Agreement. Any attempted or purported Transfer or other agreement in violation of this Agreement will be void ab initio.

4.2.Notwithstanding anything to the contrary in the Aggregator LLC Agreement, Executive shall not have the right to exercise (and agrees not to exercise or purport to exercise) the “Member Exchange” under the Aggregator LLC Agreement with respect to any Unvested Units.

4.3.If any Vested Units are purchased pursuant to the call right described in Section 3.4, then each Corresponding Class B Share shall simultaneously be forfeited to Pubco for no consideration in accordance with Article 4 of the Cure TopCo LLC Agreement. If any Unvested Units or Vested Units are forfeited upon Executive’s Termination of Employment or Service under Section 3, then each such Unvested Unit (and its Corresponding Class B Share) or Vested Unit (and its Corresponding Class B Share), as applicable, shall be immediately and automatically forfeited to Aggregator or Cure TopCo, as applicable (or, in the case of a Corresponding Class B Share, to Pubco), in each case free and clear of any liens, encumbrances or restrictions, concurrently with the Termination of Employment or Service, and shall no longer be deemed

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EXHIBIT 10.8

outstanding, without the payment of consideration or notice from Aggregator, Cure TopCo or Pubco and without the need for further action on the part of any Person.

4.4.Except as provided in this Agreement, from and after the IPO Closing Date, Executive shall have all the rights of a member of Aggregator with respect to the Incentive LLC Units and as a stockholder of Pubco with respect to the Corresponding Class B Shares, including the right to vote the Corresponding Class B Share in respect of a Vested Unit; provided, that any capital stock or securities of Aggregator or Pubco that Executive receives with respect to the Incentive LLC Units or Corresponding Class B Shares through a stock dividend, stock split, reverse stock split, recapitalization, or similar transaction will be subject to the same restrictions applicable to the Incentive LLC Units or Corresponding Class B Shares with respect to which such capital stock or other securities was distributed or received, as set forth in this Agreement. Executive will be the record owner of each Incentive LLC Unit until or unless such Incentive LLC Unit reverts to Aggregator as provided under this Agreement or is Transferred in accordance with the terms of this Agreement and the Aggregator LLC Agreement, and as record owner will be entitled to all rights granted to owners of the LLC Units of Aggregator, except as expressly provided under this Agreement or the Aggregator LLC Agreement.

4.5.The Corresponding Incentive Units and Incentive LLC Units shall be uncertificated unless otherwise determined by Cure TopCo, in the case of the Corresponding Incentive Units, or Aggregator, in the case of the Incentive LLC Units.

4.6.If Executive is not already a party to the Aggregator LLC Agreement, then Executive agrees that upon execution of this Agreement, Executive agrees to join and become a party to the Aggregator LLC Agreement and be fully bound by, and subject to all of the covenants, terms and conditions of the Aggregator LLC Agreement as though an original party thereto and Aggregator agrees to accept Executive as a party to the Aggregator LLC Agreement and that this Agreement shall serve as Executive’s joinder to the Aggregator LLC Agreement.

4.7.By virtue of the issuance of the Incentive LLC Units hereunder and Executive’s execution of this Agreement, Executive shall be deemed to have granted a power of attorney to the Board of Directors of Aggregator with respect to all Incentive LLC Units owned by Executive and acquired by Executive hereunder, which power of attorney shall, for the avoidance of doubt, include a grant by Executive of a perpetual and irrevocable power of attorney to Aggregator, with full right, power and authority to take all actions necessary and/or desirable on behalf of Executive to effectuate the provisions of this Section 4.

5.Compensation Committee Discretion. The Compensation Committee shall in good faith make all determinations necessary or appropriate to determine whether the Incentive LLC Units shall have become vested. The Compensation Committee’s determinations shall be final, binding and conclusive upon all parties, absent manifest error or bad faith. The Compensation Committee may, in its sole discretion, provide for accelerated vesting of any portion of the Incentive LLC Units at any time and for any reason.

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EXHIBIT 10.8

6.No Right to Continued Service. Executive agrees that no provision contained in this Agreement shall entitle Executive to remain employed by the Company Group, affect the right of the Company Group to Terminate Executive’s employment at any time, or confer on Executive any right to employment for a fixed term.

7.Restrictive Covenants. Executive hereby acknowledges and agrees that Executive will be subject to the restrictive covenants set forth in Appendix C which are incorporated herein by reference as if such provisions were set forth herein in full.

8.Executive Representations. Executive shall be deemed to acknowledge and make the following representations and warranties and as otherwise may be requested by Cure TopCo or Aggregator for compliance with applicable laws, and any issuances of Incentive LLC Units by Aggregator and any issuance of Corresponding Incentive Units by Cure TopCo hereunder shall be made in reliance upon the express representations and warranties of Executive:

8.1.Executive is acquiring and will hold the Incentive LLC Units to be issued hereunder for investment for Executive’s account only and not with a view to, or for resale in connection with, any “distribution” thereof within the meaning of the Securities Act or other applicable securities laws.

8.2.Executive will not Transfer the Incentive LLC Units in violation of this Agreement, the Aggregator LLC Agreement, the Securities Act (or the rules and regulations promulgated thereunder) or under any other applicable securities laws; provided that, the foregoing shall in no way limit Executive’s ability to Transfer the Incentive LLC Units pursuant to the provisions of the Aggregator LLC Agreement. Executive agrees that Executive will not Transfer the Incentive LLC Units to be issued hereunder unless and until Executive has complied with all requirements of this Agreement and the Aggregator LLC Agreement applicable to the disposition of such Incentive LLC Units.

8.3.Executive has had the opportunity to ask questions and receive answers from Cure TopCo and Aggregator concerning the terms and conditions of the issuance of the Incentive LLC Units and to obtain any additional information which Cure TopCo or Aggregator possesses or can acquire without unreasonable effort or expense that Executive has requested.

8.4.Executive is an experienced and sophisticated investor and has such knowledge and experience in financial and business matters as are necessary to evaluate the merits and risks of an investment in the Incentive LLC Units and the Corresponding Incentive Units.

8.5.Executive has only relied on the advice of, or has consulted with, Executive’s own legal, financial and tax advisors, and the determination of Executive to acquire Incentive LLC Units pursuant to this Agreement has been made by Executive independent of any statements or opinions as to the advisability of such acquisition or as to the properties, business, prospects or condition (financial or otherwise) of Cure TopCo, Aggregator or any of their respective Subsidiaries which may have been made or given by any other Person (including all Persons acquiring Incentive LLC Units on the date hereof) or by any agent or employee of such

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EXHIBIT 10.8

Person and independent of the fact that any other Person has decided to become a holder of Incentive LLC Units.

8.6.Executive hereby represents and warrants that Executive is an “accredited investor” as defined in Rule 501(a)(6) of Regulation D of the Securities Act as the result of having

(i) individual income in excess of $200,000 in each of 2019 and 2020, or joint income with Executive’s spouse in excess of $300,000 in each of 2019 and 2020, and (ii) a reasonable expectation of having individual income in excess of $200,000 in 2021, or joint income with Executive’s spouse in excess of $300,000 in 2021.

9.Specific Performance. Each of the parties agrees that any breach of the terms of this Agreement will result in irreparable injury and damage to the other parties, for which there is no adequate remedy at law. Each of the parties therefore agrees that in the event of a breach or any threat of breach, the other parties shall be entitled to an immediate injunction and restraining order to prevent such breach, threatened breach or continued breach, and/or compelling specific performance of this Agreement, without having to prove the inadequacy of money damages as a remedy or balancing the equities between the parties. Such remedies shall be in addition to any other remedies (including monetary damages) to which the other parties may be entitled at law or in equity. Each party hereby waives any requirement for the securing or posting of any bond in connection with any such equitable remedy.

10.Amendments and Waivers. The Board shall have the right to amend this Agreement with the consent of Executive; provided, however, that to the extent necessary under any applicable law, regulation, or exchange requirement, no amendment shall be effective unless approved by the members of Aggregator if required by applicable law, regulation, or exchange requirement.

11.Governing Law; Venue; Service of Process; Waiver of Jury Trials.

11.1.This Agreement shall be governed by, and construed in accordance with, the laws of the State of Delaware, without giving effect to any choice of law or conflict of law rules or provisions (whether of the State of Delaware or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of Delaware. Any dispute relating hereto shall be heard in the state or federal courts of Delaware, and the parties agree to jurisdiction and venue therein (it being understood and agreed that any order from any such court may be enforced in any other jurisdiction). Each of the parties hereto hereby waives, to the fullest extent permitted by law, any right to trial by jury of any claim, demand, action, or cause of action arising under or related to this Agreement whether now existing or hereafter arising, and whether in contract, tort, equity, or otherwise. The parties hereto each hereby agrees and consents that any such claim, demand, action, or cause of action shall be decided by court trial without a jury and that the parties hereto may file an original counterpart of a copy of this Agreement with any court as written evidence of the consent of the parties hereto to the waiver of their right to trial by jury.

11.2.Executive (i) agrees that service of process in any such claim, demand, action, proceeding or cause of action arising under this Agreement may be effected by mailing a

11

EXHIBIT 10.8

copy of such process by registered or certified mail (or any substantially similar form of mail), postage prepaid, to such party, in the case of Executive, at Executive’s address shown in the books and records of Aggregator or Cure TopCo, in the case of Aggregator, at Aggregator’s principal offices, attention General Counsel, or in the case of Cure TopCo, at Cure TopCo’s principal offices, attention General Counsel, and (ii) agrees that nothing in this Agreement shall affect the right to effect service of process in any other manner permitted by the laws of the State of Delaware.

12.Severability. Whenever possible, each provision of this Agreement shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Agreement is held to be invalid, illegal or unenforceable in any respect under any applicable law or rule in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other provision or any other jurisdiction, but this Agreement shall be reformed, construed and enforced in such jurisdiction as if such invalid, illegal or unenforceable provision had never been contained herein.

13.Notice. Unless otherwise provided herein, all notices, requests, demands, claims and other communications to be given or delivered under or by reason of the provisions of this Agreement shall be in writing and shall be deemed to have been duly received (a) upon receipt by hand delivery, (b) upon receipt after being mailed by certified or registered mail, postage prepaid, (c)the next business day after being sent via a nationally recognized overnight courier, or (d) upon confirmation of delivery if transmitted by electronic mail electronic mail in portable document format (PDF format) with an electronic read receipt requested, to the email address indicated (provided a copy thereof is also sent by one of the other methods described in this Section 13. Such notices, demands and other communications shall be sent to the address, email address or facsimile number indicated below:

(a)If to Aggregator or Cure TopCo:

Cure Aggregator, LLC

Cure TopCo, LLC

c/o New Mountain Capital, L.L.C. 787 Seventh Avenue

New York, NY 10019

Attention:    Vignesh Aier and Kyle Peterson E-mail: vaier@newmountaincapital.com

kpeterson@newmountaincapital.com

Cure TopCo, LLC

4055 Valley View Lane, Suite 400

Dallas, Texas 75244

Attention:    Bradford Kyle Armbrester and Steven Senneff Email:    karmbrester@signifyhealth.com

ssenneff@signifyhealth.com

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EXHIBIT 10.8

with a copy (with shall not constitute notice) to:

David Polk & Wardwell, LLP 450 Lexington Avenue

New York, NY 10017

Attention:    Shane Tintle and Jeffrey P. Crandall

Email:    shane.tintle@davispolk.com

jeffrey.crandall@davispolk.com

(b)If to Executive, at the most recent address or electronic mail address contained in the Aggregator’s and Cure TopCo’s records.

14.Dispute Resolution. Any dispute or disagreement which may arise under, or as a result of, or which may in any way relate to, the interpretation, or construction or of this Agreement shall be determined by the Compensation Committee, in good faith, whose determination shall be final, binding and conclusive for all purposes.

15.Successors and Assigns. This Agreement shall be binding on, inure to the benefit of and be enforceable by Cure TopCo, Aggregator, Executive and their respective personal representatives, heirs, successors and assigns (including all subsequent holders of one or more of the Incentive LLC Units). Any Person acquiring or claiming an interest in an Incentive LLC Unit, in any manner whatsoever, shall be subject to and bound by all terms, conditions and restrictions of this Agreement without regard to whether such Person has executed a counterpart hereof or any other document contemplated hereby.

16.Notice. All notices, consents, waivers and other communications required or permitted by this Agreement shall be in writing and shall be deemed given to a party when delivered or sent in accordance with Section 9.5 of the Aggregator LLC Agreement (to, in the case of Executive, the address kept on file in Cure TopCo’s or Aggregator’s records).

17.Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed to be an original but all of which together will constitute one and the same instrument. A facsimile or portable document format (PDF) copy of a counterpart signature page to this Agreement shall be deemed an original for all purposes.

18.Entire Agreement. This Agreement sets forth the entire agreement of the parties hereto with respect to the subject matter contained herein and supersede all prior agreements, promises, covenants, arrangements, communications, representations or warranties, whether oral or written, by any officer, member, manager or representative of any party hereto in respect of such subject matter. Without limiting the forgoing, this Agreement supersedes and replaces the Prior Agreement and the Incentive Unit Agreement (other than with respect to any restrictive covenants set forth therein) which shall be of no further force and effect.

19.Transfer of Personal Data. Executive authorizes, agrees and unambiguously consents to the transmission by Cure TopCo or Aggregator (or any Affiliate of Cure TopCo or

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EXHIBIT 10.8

Aggregator) of any personal data information related to the Incentive LLC Units awarded under this Agreement for legitimate business purposes. This authorization and consent is freely given by Executive.

20.Effectiveness. This Agreement shall be effective as of the Restatement Date.

[Signature Page Follows]

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EXHIBIT 10.8

SIGNATURE PAGE

TO

INCENTIVE UNIT AGREEMENT

IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the date first above written.

Print Name: Josh Builder    

CURE TOPCO, LLC

By: Name: Kyle Armbrester     Title: Chief Executive Officer    

CURE AGGREGATOR, LLC

By: Name: Kyle Armbrester     Title: Chief Executive Officer    

EXHIBIT 10.8

Appendix A

ELECTION TO INCLUDE AMOUNT IN GROSS INCOME PURSUANT TO SECTION 83(b) OF THE INTERNAL REVENUE CODE

On February 12, 2021, the undersigned acquired 145,011 LLC Units (the “Incentive LLCUnits”) of Cure Aggregator, LLC, a Delaware limited liability company (“Aggregator”) for $24.00 per Incentive LLC Unit. The total amount paid by the undersigned for the Incentive LLC Units was $3,480,264. The Incentive LLC Units are subject to a substantial risk of forfeiture (described below) that may not be avoided by a transfer of the Incentive LLC Units to another person and are also subject to certain restrictions on transfer.

The undersigned desires to make an election to have the receipt of the Incentive LLC Units taxed under the provisions of Code §83(b) at the time the undersigned acquired the Incentive LLC Units.

Therefore, pursuant to Code §83(b) and Treasury Regulation §1.83-2 promulgated thereunder, the undersigned hereby makes an election, with respect to the Incentive LLC Units (described below), to report as taxable income for calendar year 2021 the excess (if any) of the Incentive LLC Units’ fair market value on February 12, 2021 over the purchase price thereof.

The following information is supplied in accordance with Treasury Regulation §1.83-2(e):

1.The name, address and social security number of the undersigned: Name: Josh Builder

Address:

SSN:    

2.A description of the property with respect to which the election is being made: 145,011 LLC Units of Aggregator.

3.The date on which the Incentive LLC Units were transferred: February 12, 2021. The taxable year for which such election is made: 2021.

4.The restrictions to which the property is subject: Under certain circumstances, the Incentive LLC Units may be forfeited.

5.The fair market value on February 12, 2021 of the property with respect to which the election is being made, determined in accordance with IRS Revenue Procedure 93-27 and without regard to any lapse restrictions: $24.00 per Incentive LLC Unit.

6. The amount paid or to be paid for such property: $24.00 per Incentive LLC Unit.

*    *    *    *    *

EXHIBIT 10.8

A copy of this election has been furnished to Aggregator pursuant to Treasury Regulations §1.83- 2(d).

Dated: , 2021

EXHIBIT 10.8

Appendix B

Number of Incentive LLC Units: 145,011

Number of Corresponding Incentive Units: 145,011

Number of Time-Based Units: 72,505 Number of Performance-Based Units: 72,506

Time-Based Unit Vesting Schedule:

25%	on 08/05/2021
25%	on 08/05/2022
25%	on 08/05/2023
25%	on 08/05/2024

Performance-Based Unit Milestone Condition Vesting Schedule:

Percentage Vesting    Cash-on-Cash Return

0.00%    Less than 2.00 times the Base Equity Value

100.00%    2.00 times or greater the Base Equity Value

EXHIBIT 10.8

Appendix C

Restrictive Covenants

1.Definitions. Capitalized terms not defined herein shall have the meaning set forth in the Amended and Restated Incentive Unit Agreement (the “Agreement”) to which this Appendix C (this “Appendix”) is appended. For purposes of this Appendix:

(a)“Business” means any line of business in which any member of the Company Group is engaged and for which (i) Executive provides significant services or (ii) Executive has or has access to Confidential Information (as defined below), during Executive’s employment, or, with respect to the portion of the Restricted Period that follows termination of Executive’s employment, at the time of such termination.

(b)“Company” means Signify Health, Inc., a Delaware corporation (including its successors and assigns).

(c)“Company Group” means the Company, its subsidiaries and its affiliates.

(d)“Confidential Information” means any non-public, proprietary or confidential information, including, without limitation, trade secrets, know-how, research and development, software, databases, inventions, processes, methods, procedures, computer programs and architecture, formulae, technology, designs, customer information, lists and identities, employee lists and identities, methodologies, contractual forms, Works and other Intellectual Property, information concerning finances, investments, profits, pricing, costs, products, services, vendors, customers, clients, partners, investors, personnel, compensation, recruiting, training, advertising, sales, marketing, promotions, government and regulatory activities and approvals, in each case, concerning the past, current or future business, activities and operations of the Company Group and/or any third party that has disclosed or provided any of same to the Company Group on a confidential basis, and other information, whether tangible or intangible. Notwithstanding the foregoing, “Confidential Information” shall not include any information that is or becomes (A) generally known to the public other than as a result of Executive’s breach of this or any other confidentiality covenant; or (B) required by law to be disclosed; provided that with respect to subsection (B), Executive shall, to the extent permitted by law, give prompt written notice to the Company of such requirement, disclose no more information than is so required, and reasonably cooperate at the Company’s sole expense with any attempts by the Company to obtain a protective order or similar treatment.

(e)“Intellectual Property” means any and all patents, invention disclosures, invention registrations, ideas, trademarks, service marks, trade names, corporate names, trade dress, certification marks, logos, domain names, social media identifiers or accounts, rights of publicity, copyrights, derivative works, mask works, trade secrets, know-how, software, and all other intellectual property and proprietary rights recognized by any applicable law of any jurisdiction, and all registrations and applications for registration of, improvements to the inventions disclosed in each such issuance, patent or patent application and all rights to claim priority (including under the Paris Convention) to and all goodwill associated with the foregoing, including rights in copies and embodiments of any of the foregoing (whether electronic or tangible) and rights to sue or

EXHIBIT 10.8

recover and retain damages and costs and attorneys’ fees for past, present and future infringement, misappropriation or other violation of any of the foregoing.

(f)“Moral Rights” means any rights to claim authorship of a work, to object to or prevent the modification or destruction of a work, or to withdraw from circulation or control the publication or distribution of a work, and any similar right, existing under any applicable law of any jurisdiction, regardless of whether or not such right is denominated or generally referred to as a “moral right.”

(g)“Restricted Area” means (A) any geographic area in which any member of the Company Group does business during Executive’s employment with the Company Group or (B) within twenty five (25) miles of any location where any member of the Company Group has one or more clients or customers during Executive’s employment with the Company Group or, with respect to the portion of the Restricted Period that follows the termination of Executive’s employment with the Company Group, at the time of such termination.

(h)“Restricted Period” means the 12 month period immediately following the date of the cessation of Executive’s employment with the Company Group for any reason.

(i)“Restricted Employee” means any employee of the Company Group, or any person who was an employee of the Company Group at any time during the six months prior to the date such person is to be so hired, solicited or contacted (other than any person who was terminated by any member of the Company Group without cause prior to being so hired, solicited or contacted), in each case that is not a Senior Restricted Employee.

(j)“Senior Restricted Employee” means any C-level executive officer of any member of the Company Group.

(k)“Works” means any and all works of authorship, inventions, discoveries, materials, processes, methods, documents or other work product (including without limitation, research, reports, software, data, databases, programs, apparatus, designs, systems, applications, presentations, textual works, content, or audiovisual materials and the like).

2.Scope and Reasonableness. The Executive acknowledges and agrees that (a) the covenants of Executive set forth in this Appendix constitute a material inducement for the Company to execute and deliver the Agreement, and (b) irreparable harm would result to the Company and the Company Group as a result of a violation or breach by Executive of the obligations set forth in this Appendix. Executive acknowledges and agrees that the restrictions contained in this Appendix, including, with respect to the definition of the Business, the Restricted Area and the Restricted Period are reasonable in all respects, including for the purpose of preserving for the Company’s and each member of the Company Group’s proprietary rights, going business value and goodwill of the Company Group and the Business.

3.Restrictive Covenants and Representations.

(a)Confidential Information.

(i)Subject to Section 3(a)(v) and Section 3(d), Executive will not at any time

(A) retain or use for the benefit, purposes or account of Executive or any other person outside of the Company Group, or in any manner adverse to the interests of the Company Group, any Confidential Information; or (B) disclose, divulge, reveal, communicate, share, transfer or provide access to any person outside of the Company Group any Confidential Information (other than in performance of Executive’s duties during Executive’s employment and/or service with the Company Group and pursuant to customary industry practice), without the prior written authorization of the Board of Directors of the Company. Executive will take all action reasonably necessary to protect the Confidential Information from being disclosed to anyone other than persons authorized by the Company Group.

EXHIBIT 10.8

(ii)Except as required by law, Executive will not disclose to anyone, other than Executive’s family (it being understood that, in this Section 3, the term “family” refers to Executive, Executive’s spouse, children, parents and spouse’s parents) and advisors, the existence or contents of this Appendix; provided that Executive may disclose to any prospective future employer the provisions of this Section 3. This Section 3(a)(ii) shall terminate if a member of the Company Group publicly discloses a copy of this Appendix (or, if a member of the Company Group publicly discloses summaries or excerpts of this Appendix, to the extent so disclosed).

(iii)All Confidential Information shall remain the sole and exclusive property of the applicable Company Group. To the extent that Executive acquires any right, title or interest in or to any Confidential Information, Executive hereby irrevocably assigns, transfers, conveys and delivers to the applicable member of the Company Group all such right, title and interest in and to such Confidential Information.

(iv)Upon termination of Executive’s employment with the Company Group for any or no reason, Executive shall (A) cease and not thereafter commence use of any Confidential Information or Intellectual Property (including without limitation, any patent, invention, copyright, trade secret, trademark, trade name, logo, domain name or other source indicator) owned or used by the Company Group; and (B) immediately destroy, delete, or return to the Company, at the Company’s option, all originals and copies in any form or medium (including documents, memoranda, books, papers, plans, computer files, letters, email and computer disks or tapes, whether machine or user readable, and other data) in Executive’s possession or control (including any of the foregoing stored or located in Executive’s office, home, laptop or other computer, whether or not Company Group property) that contain Confidential Information. At the time Executive returns or destroys such copies of Confidential Information, Executive will acknowledge to the Company Group, in writing and under oath, that Executive has complied with the terms of this Appendix.

(v)18 U.S.C. § 1833(b) provides: “An individual shall not be held criminally or civilly liable under any Federal or State trade secret law for the disclosure of a trade secret that

(A) is made (i) in confidence to a Federal, State, or local government official, either directly or indirectly, or to an attorney; and (ii) solely for the purpose of reporting or investigating a suspected violation of law; or (B) is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal.” Nothing in this Section 3 is intended to conflict with 18 U.S.C. § 1833(b) or create liability for disclosures of trade secrets that are expressly allowed by 18 U.S.C. § 1833(b). Accordingly, the parties to this Appendix have the right to disclose in confidence trade secrets to federal, state, and local government officials, or to an attorney, for the sole purpose of reporting or investigating a suspected violation of law. The parties also have the right to disclose trade secrets in a document filed in a lawsuit or other proceeding, but only if the filing is made under seal and protected from public disclosure.

(b)Non-Competition/Non-Solicitation.

(i)While Executive is employed by the Company Group and during the Restricted Period, Executive agrees to not, directly or indirectly, whether as owner, partner, investor, consultant, agent, employee, co-venturer or otherwise, carry on, own, manage, operate, participate in or be employed or engaged in any capacity by any person or entity engaged in the Business within the Restricted Area (“Competing Business”), provided that, Executive may (x) collectively own less than 1% of the outstanding shares of any class of securities of any enterprise (but without otherwise participating in the activities of such enterprise) if such securities are listed on any national or regional securities exchange and have been registered under Section 12(g) of the Securities Exchange Act of 1934, as amended and (y) following the cessation of Executive’s employment with the Company Group, be employed or engaged by or provide services to a Competing Business so long as (1) Executive works for or provides services to a division or subsidiary that is not itself engaged in the Business and (2) Executive is not employed or engaged in any capacity similar or related to the capacity in which Executive was

EXHIBIT 10.8

employed by the Company Group for the two-year period immediately preceding the date of Executive’s cessation of employment. Competing Businesses include, without limitation, Aledade, Evolent Health, Privia Health, Collaborative Health Systems (under WellCare), Imperium Health Management, Clover Health, Premier and VillageMD. While Executive is employed by the Company Group and during the Restricted Period, Executive agrees not to, either alone or in conjunction with Executive’s affiliates, directly or indirectly solicit, induce or attempt to induce any Senior Restricted Employee or Restricted Employee to leave the employ or service of any member of the Company Group, hire any Senior Restricted Employee or Restricted Employee, or in any way interfere with the employee relationship between the Company Group and any such Senior Restricted Employee or Restricted Employee, provided that, that the foregoing restriction not to solicit (but not, for the avoidance of doubt, the restrictions on hiring, inducement or interference) shall not be violated by general advertising or solicitation not specifically targeted at any Senior Restricted Employee or Restricted Employee.

(ii)While Executive is employed by the Company Group and during the Restricted Period, Executive shall not, either alone or in conjunction with Executive’s affiliates, directly or indirectly, (A) solicit, induce or service, attempt to solicit, induce or service, or assist in soliciting, inducing or servicing, the business of any then current client or prospective supplier, licensee, licensor or other business relation of any member of the Company Group in a manner which (x) induces such person to cease doing business with, or (y) reduces the amount of business conducted with, any member of the Company Group, or (B) in any way interfere with the relationship between any then current or prospective client, supplier, licensee, licensor or other business relation of any member of the Company Group:

(1)with whom Executive had personal contact or dealings in furtherance of the Business on behalf of any member of the Company Group during the one-year period immediately preceding Executive’s termination of employment;

(2)about whom Executive had knowledge of any member of the Company Group’s plans with respect to such person;

(3)with whom employees reporting to Executive have had personal contact or dealings on behalf of any member of the Company Group during the one-year period immediately preceding Executive’s termination of employment; or

(4)for whom Executive had direct or indirect responsibility during the one-year period immediately preceding Executive’s termination of employment.

(c)Intellectual Property.

(i)Executive shall promptly and fully disclose in writing to the Company Group any and all Works and any and all Intellectual Property that Executive conceives, creates, invents, designs, develops, contributes to, improves or reduces to practice, either alone or with one or more third parties, at any time during Executive’s employment with any member of the Company Group (i) that are within the scope of such employment, (ii) with the use of any resources, trade secrets, know-how or other Confidential Information of the Company Group or

(iii)that otherwise relate to the Company Group’s business or actual or demonstrably anticipated research or development (collectively, “Newly Developed Works”). Executive also acknowledges and agrees that the Company Group solely and exclusively owns any and all Works and Intellectual Property that Executive conceived, created, invented, designed, developed, contributed to, improved or reduced to practice, either alone or with one or more third parties, at any time prior to the date hereof, (A) that were within the scope of his or her employment with the Company Group, (B) with the use of any resources trade secrets, know-how or other confidential information of the Company Group or its subsidiaries or (C) that otherwise related to the Company Group’s business or actual or demonstrably anticipated research or development (“Previously DevelopedWorks” and together with Newly Developed Works, “Company Works”).

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(ii)Executive acknowledges and agrees that the Company Group has and will continue to have sole exclusive title and ownership rights in and to all Company Works. Executive hereby irrevocably assigns, transfers, conveys and delivers, to the maximum extent permitted by applicable law, all of Executive’s right, title, and interest in, to and under Company Works (including rights under patent, industrial property, copyright, trademark, trade secret, unfair competition, other Intellectual Property laws, and related laws) to the Company, to the extent ownership of any such rights does not vest originally in the Company. Executive acknowledges and agrees that, with respect to any Company Works that may qualify as a Work Made for Hire as defined in 17 U.S.C. § 101 or other applicable law, such Company Work is and will be deemed a Work Made for Hire and the Company will have the sole and exclusive right to all Intellectual Property related thereto (or, in the event that any such Company Work does not qualify as a Work Made for Hire, all Intellectual Property related thereto is automatically assigned to the Company as above). If Executive creates any written records (in the form of notes, sketches, drawings, or any other tangible form or media) of any Company Works, Executive will keep and maintain same. The records will be available to and remain the sole property and intellectual property of the Company at all times.

(iii)Executive shall take all reasonably requested actions and execute all reasonably requested documents (including any licenses or assignments required by a government contract) at the Company’s expense (but without further remuneration) to assist the Company in validating, maintaining, protecting, enforcing, perfecting, recording, patenting or registering any of the Company’s rights in the Company Works.

(iv)Executive shall not improperly use for the benefit of, bring to any premises of, divulge, disclose, communicate, reveal, transfer or provide access to, or share with the Company or its subsidiaries any confidential, proprietary or non-public information or Intellectual Property relating to a former employer or other third party without the prior written permission of such third party. Executive shall comply with all relevant policies and guidelines of the Company and its subsidiaries that are from time to time previously disclosed to Executive, including regarding the protection of Confidential Information and Intellectual Property and potential conflicts of interest.

(v)Set forth in Exhibit A (Prior Inventions) attached hereto is a complete list of all Works and Intellectual Property that Executive, alone or jointly with others, conceived, developed, created, invented, designed, developed, contributed to, improved or reduced to practice prior to the commencement of Executive’s employment with the Company Group, that are Executive’s property, and that the Company acknowledges and agrees are excluded from the scope of this Appendix (collectively, “Prior Inventions”). If disclosure of any such Prior Invention would cause Executive to violate any prior confidentiality agreement, Executive understands that Executive is not to list such Prior Inventions in Exhibit A but is only to disclose where indicated a cursory name for each such Prior Invention, a listing of each person or entity to whom it belongs, and the fact that full disclosure as to such Prior Inventions has not been made for that reason (it being understood that, if no Invention or disclosure is provided in Exhibit A, Executive hereby represents and warrants that there are no Prior Inventions). If, in the course of Executive’s employment with the Company Group, Executive incorporates any Prior Invention into any Company Group product, process or machine or otherwise uses any Prior Invention, Executive hereby grants to the Company Group a worldwide, non-exclusive, irrevocable, perpetual, fully paid-up and royalty-free license (with rights to sublicense through multiple tiers of sublicensees) to use, reproduce, modify, make derivative works of, publicly perform, publicly display, make, have made, sell, offer for sale, import and otherwise exploit such Prior Invention for any purpose.

(vi)To the extent Executive may do so under applicable law, Executive hereby waives and agrees never to assert any Moral Rights that Executive may have in or with respect to any Company Works, even after termination of any work on behalf of the Company Group.

EXHIBIT 10.8

(vii)The provisions of Section 3(c) hereof shall survive the termination of Executive’s employment for any or no reason.

(d)Whistleblower Protection. Notwithstanding anything to the contrary contained in this Appendix (including Section 3), no provision of this Appendix shall be interpreted so as to impede Executive from reporting possible violations of federal law or regulation to any governmental agency or entity, including but not limited to the Department of Justice, the Securities and Exchange Commission, the Congress, and any agency Inspector General, or making other disclosures under the whistleblower provisions of federal law or regulation. Executive does not need the prior authorization of any member of the Company Group to make any such reports or disclosures, and Executive shall not be not required to notify any member of the Company Group that such reports or disclosures have been made. The Company Group may not retaliate against Executive for any of these activities, and nothing in this Appendix or otherwise requires Executive to waive any monetary award or other payment that Executive might become entitled to from the Securities and Exchange Commission or any other governmental entity or self- regulatory organization.

(e)Blue Pencil. It is the desire and intent of the parties that the provisions of this Section 3 shall be enforced to the fullest extent permissible under the laws and policies in the jurisdiction in which enforcement is sought. Accordingly, if any particular provision or clause of this Section 3 shall be adjudicated to be invalid or unenforceable, then such provision or clause shall be deemed amended to delete therefrom the portion thus adjudicated to be invalid or unenforceable or modified to permit its enforcement to the maximum extent permitted by law.

(f)Equitable Relief and Other Remedies. Executive acknowledges and agrees that a breach of this Section 3 may result in material and irreparable injury to the Company Group and that the Company’s remedies at law for a breach or threatened breach of any of the provisions of Section 3 of this Appendix would be inadequate and, in recognition of this fact, Executive agrees that, in the event of such a breach or threatened breach, in addition to any remedies at law, the Company Group, without posting any bond or other security, shall be entitled to obtain equitable relief in the form of specific performance, a temporary restraining order, a temporary or permanent injunction or any other equitable remedy which may then be available, without the necessity of showing actual monetary damages.

(g)Return of Property. Upon termination of Executive’s employment with the Company Group for any reason whatsoever, voluntarily or involuntarily (and in all events within five (5) days of Executive’s date of termination), and at any earlier time the Company requests, Executive will deliver to the person designated by the Company all originals and copies of all documents and property of the Company Group in Executive’s possession, under Executive’s control or to which Executive may have access, including but not limited to, any office or communications equipment (e.g., laptop, cellular phone, etc.) that Executive has or has been using, and any business or business-related files that Executive has in Executive’s possession. Executive will not reproduce or appropriate for Executive’s own use, or for the use of others, any property or Confidential Information, and shall remove from any personal computing or communications equipment all information relating to the Company Group.

(h)Non-Disparagement. While Executive is employed by the Company Group and thereafter, Executive agrees that Executive will not disparage any member of the Company Group or any of its officers, directors, investors, employees, and agents, and its and their respective successors and assigns, heirs, executors, and administrators, or make any public statement reflecting negatively on any member of the Company Group or any of its officers, directors, investors, employees, and agents, and its and their respective successors and assigns, heirs, executors, and administrators, to third parties, including, but not limited to, any matters relating to the operation or management of the Company Group, irrespective of the truthfulness or falsity of such statement. The foregoing limitation shall not be violated by truthful statements in response to legal process, required governmental testimony or filings, or administrative or arbitral proceedings

EXHIBIT 10.8

(including, without limitation, depositions in connection with such proceedings), and the foregoing limitation on the Company’s executives and directors shall not be violated by statements that they in good faith believe are necessary or appropriate to make in connection with performing their duties and obligations to the Company.

(i)Executive Representation. Executive represents and warrants to the Company that there are no restrictions, agreements or understandings whatsoever to which Executive is a party which would prevent or make unlawful Executive’s execution of this Appendix or Executive’s employment with the Company Group, which is or would be inconsistent or in conflict with this Appendix or Executive’s employment with the Company Group, or would prevent, limit or impair in any way the performance by Executive of the obligations hereunder or otherwise to the Company Group. In addition, Executive has disclosed to the Company all restraints, confidentiality commitments and other employment restrictions that Executive has with any other employer, person or entity. Executive covenants that in connection with Executive’s provision of services to the Company Group, Executive shall not breach any obligation (legal, statutory, contractual or otherwise) to any former employer or other person, including, but not limited to, obligations relating to confidentiality and proprietary rights.

(j)Tolling. In the event of any violation of the provisions of this Section 3, Executive acknowledges and agrees that the post-termination restrictions contained in this Section 3 shall be extended by a period of time equal to the period of such violation, it being the intention of the parties hereto that the running of the applicable post-termination restriction period shall be tolled during any period of such violation.

4.Cooperation. During the Executive’s employment with the Company Group and thereafter, Executive shall cooperate with the Company Group, upon the Company’s reasonable request and sole expense, with respect to any internal investigation or administrative, regulatory or judicial proceeding involving matters within the scope of Executive’s duties and responsibilities to the Company Group (including, without limitation, Executive being available to the Company upon reasonable notice for interviews and factual investigations, appearing at the Company’s reasonable request to give testimony without requiring service of a subpoena or other legal process, and turning over to the Company all relevant Company documents which are or may come into Executive’s possession during Executive’s employment) (collectively, the “Claims”). To the extent permitted by law, Executive agrees to promptly inform the Company if Executive becomes aware of any lawsuits involving Claims that may be filed or threatened against any member of the Company Group. Executive also agrees to promptly inform the Company (to the extent that Executive is legally permitted to do so) if Executive is asked to assist in any investigation of any member of the Company Group (or its actions) or another party attempts to obtain information or documents from Executive (other than in connection with any litigation or other proceeding in which Executive is a party-in-opposition) with respect to matters Executive believes in good faith to relate to any investigation of any member of the Company Group, in each case, regardless of whether a lawsuit or other proceeding has then been filed against any member of the Company Group with respect to such investigation, and shall not do so unless legally required. During the pendency of any litigation or other proceeding involving Claims, Executive shall not communicate with anyone (other than Executive’s attorneys and tax and/or financial advisors and except to the extent that Executive determines in good faith is necessary in connection with the performance of Executive’s duties hereunder) with respect to the facts or subject matter of any pending or potential

EXHIBIT 10.8

litigation or regulatory or administrative proceeding involving any member of the Company Group without giving prior written notice to the Company or the Company’s counsel (to the extent Executive is legally permitted to do so). Upon presentation of appropriate supporting documentation, the Company shall pay or reimburse Executive for all reasonable out-of-pocket travel, duplicating or telephonic expenses incurred by Executive in complying with this Section 4

5.Survival. The respective rights and obligations of the parties under Sections 3 and 4 of this Appendix shall survive any termination of Executive’s employment to the extent necessary to the intended preservation of such rights and obligations.

6.Assignment. This Appendix may be assigned, without the consent of Executive, by the Company to any of its affiliates or any person, partnership, corporation or other entity that has purchased all or substantially all of the assets of the Company, provided such assignee assumes any and all of the liabilities of the Company hereunder. The duties and responsibilities of Executive under this Appendix are of a personal nature and shall not be assignable or delegable in whole or in part by Executive.

7.Remedies Cumulative; No Waiver. No remedy conferred upon a party by this Appendix is intended to be exclusive of any other remedy, and each and every such remedy shall be cumulative and shall be in addition to any other remedy given under this Appendix or now or hereafter existing at law or in equity. No delay or omission by a party in exercising any right, remedy or power under this Appendix or existing at law or in equity shall be construed as a waiver thereof, and any such right, remedy or power may be exercised by such party from time to time and as often as may be deemed expedient or necessary by such party in its sole discretion.

8.Severability. If any provision of this Appendix or application thereof to anyone or under any circumstances is adjudicated to be invalid or unenforceable in any jurisdiction, such invalidity or unenforceability shall not affect any other provision or application of this Appendix which can be given effect without the invalid or unenforceable provision or application and shall not invalidate or render unenforceable such provision or application in any other jurisdiction. If any provision is held void, invalid or unenforceable with respect to particular circumstances, it shall nevertheless remain in full force and effect in all other circumstances.

EX-31.1

Exhibit 31.1

CERTIFICATION OF CHIEF EXECUTIVE OFFICER

PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Kyle Armbrester, certify that:

1.I have reviewed this Quarterly Report on Form 10-Q of Signify Health, Inc;

2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:

a.Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, is made known to us by others within those entities, particularly during the period in which this report is being prepared; and

b.Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

c.Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a.All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b.Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: May 5, 2022	/s/ Kyle Armbrester
	Kyle Armbrester
	Chief Executive Officer

EX-31.2

Exhibit 31.2

CERTIFICATION OF CHIEF FINANCIAL OFFICER

PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Steven Senneff, certify that:

1.I have reviewed this Quarterly Report on Form 10-Q of Signify Health, Inc;

2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:

a.Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, is made known to us by others within those entities, particularly during the period in which this report is being prepared; and

b.Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

c.Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a.All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b.Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: May 5, 2022	/s/ Steve Senneff
	Steven Senneff
	President, Chief Financial and Administrative Officer

EX-32.1

Exhibit 32.1

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report on Form 10-Q of Signify Health, Inc. (the “Company”), for the quarterly period ended March 31, 2022, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), each of the undersigned officers of the Company certifies pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

1.The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

2.The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date: May 5, 2022	/s/ Kyle Armbrester
	Kyle Armbrester
	Chief Executive Officer

EX-32.2

Exhibit 32.2

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report on Form 10-Q of Signify Health, Inc. (the “Company”), for the quarterly period ended March 31, 2022, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), each of the undersigned officers of the Company certifies pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

1.The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

2.The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date: May 5, 2022	/s/ Steve Senneff
	Steven Senneff
	President, Chief Financial and Administrative Officer

XML

Cover Page - shares	3 Months Ended
	Mar. 31, 2022	Apr. 30, 2022
Document Information [Line Items]
Document Type	10-Q
Document Quarterly Report	true
Document Period End Date	Mar. 31, 2022
Document Transition Report	false
Entity File Number	001-40028
Entity Registrant Name	Signify Health, Inc.
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	85-3481223
Entity Address, Address Line One	800 Connecticut Avenue
Entity Address, City or Town	Norwalk
Entity Address, State or Province	CT
Entity Address, Postal Zip Code	06854
City Area Code	203
Local Phone Number	541-4600
Title of 12(b) Security	Class A common stock, par value $0.01 per Share
Trading Symbol	SGFY
Security Exchange Name	NYSE
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business	false
Entity Emerging Growth Company	true
Entity Ex Transition Period	false
Entity Shell Company	false
Entity Central Index Key	0001828182
Amendment Flag	false
Document Fiscal Period Focus	Q1
Document Fiscal Year Focus	2022
Current Fiscal Year End Date	--12-31
Class A Common Stock
Document Information [Line Items]
Entity Common Stock, Shares Outstanding		176,317,381
Class B Common Stock
Document Information [Line Items]
Entity Common Stock, Shares Outstanding		57,372,117

XML

Consolidated Balance Sheets - USD ($) $ in Millions	Mar. 31, 2022	Dec. 31, 2021
Current assets
Cash and cash equivalents	$ 451.3	$ 678.5
Accounts receivable, net	220.7	217.2
Contract assets	132.5	84.3
Restricted cash	2.3	5.7
Prepaid expenses and other current assets	19.1	14.9
Total current assets	825.9	1,000.6
Property and equipment, net	23.4	23.7
Goodwill	796.4	597.1
Intangible assets, net	540.2	455.3
Operating lease right-of-use assets	21.3	0.0
Deferred tax assets	53.5	38.8
Other assets	10.7	11.7
Total assets	2,271.4	2,127.2
Current liabilities
Accounts payable and accrued expenses	105.5	136.7
Contract liabilities	44.0	32.9
Current maturities of long-term debt	3.5	3.5
Other current liabilities	18.3	10.0
Total current liabilities	171.3	183.1
Long-term debt	334.5	334.9
Contingent consideration	30.6	0.0
Customer EAR liability	84.0
Tax receivable agreement liability	56.3	56.3
Deferred tax liabilities	22.4	0.0
Noncurrent operating lease liabilities	25.2	0.0
Other noncurrent liabilities	1.2	11.4
Total liabilities	725.5	634.3
Commitments and Contingencies
Additional paid-in capital	1,160.0	1,101.3
Retained earnings	8.4	19.7
Contingently redeemable noncontrolling interest	375.1	369.6
Total stockholders' equity	1,545.9	1,492.9
Total liabilities and stockholders' equity	2,271.4	2,127.2
Class A Common Stock
Current liabilities
Common stock	1.8	1.7
Class B Common Stock
Current liabilities
Common stock	$ 0.6	$ 0.6

XML

Consolidated Balance Sheets (Parenthetical) - $ / shares	Mar. 31, 2022	Dec. 31, 2021
Class A Common Stock
Common stock par value (in dollars per share)	$ 0.01	$ 0.01
Common stock issued (in shares)	176,232,513	170,987,365
Common stock outstanding (in shares)	176,232,513	170,987,365
Class B Common Stock
Common stock par value (in dollars per share)	$ 0.01	$ 0.01
Common stock issued (in shares)	57,313,051	56,838,744
Common stock outstanding (in shares)	57,313,051	56,838,744

XML

Consolidated Statements of Operations - USD ($) $ in Millions	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021
Income Statement [Abstract]
Revenue	$ 216.5	$ 180.0
Operating expenses
Service expense (exclusive of depreciation and amortization shown below)	114.5	98.5
Selling, general and administrative expense (exclusive of depreciation and amortization, shown below)	70.3	57.3
Transaction-related expenses	3.2	5.6
Depreciation and amortization	18.0	16.7
Total operating expenses	206.0	178.1
Income from operations	10.5	1.9
Interest expense	4.0	6.8
Other (income) expense	28.8	56.7
Other (income) expense, net	32.8	63.5
Loss before income taxes	(22.3)	(61.6)
Income tax benefit	(6.0)	(9.9)
Net loss	(16.3)	$ (51.7)
Net income (loss) attributable to parent	(10.9)
Net loss attributable to noncontrolling interest	$ (5.4)
Loss per share of Class A common stock
Basic (in dollars per share)	$ (0.06)	$ (0.14)
Diluted (in dollars per share)	$ (0.06)	$ (0.14)
Weighted average shares of Class A common stock outstanding
Basic (in shares)	172,761,665	165,486,015
Diluted (in shares)	172,761,665	165,486,015

XML

Consolidated Statements of Changes in Stockholders' / Members’ Equity - 3 months ended Mar. 31, 2022 - USD ($) $ in Millions	Total	Cumulative Effect, Period of Adoption, Adjustment	Class A Common Stock	Class B Common Stock	Common Stock Class A Common Stock	Common Stock Class B Common Stock	Additional paid-in capital	Non-controlling interest	Retained earnings (Accumulated deficit)	Retained earnings (Accumulated deficit) Cumulative Effect, Period of Adoption, Adjustment
Increase (Decrease) in Members' Equity [Roll Forward]
Net loss prior to Reorganization Transactions	$ (16.3)							$ (5.4)	$ (10.9)
Beginning balance (in shares) at Dec. 31, 2021			170,987,365	56,838,744	170,987,365	56,838,744
Beginning balance at Dec. 31, 2021	1,492.9	$ (0.4)			$ 1.7	$ 0.6	$ 1,101.3	369.6	19.7	$ (0.4)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Equity-based compensation (in shares)						492,383
Equity-based compensation	6.6						2.9	3.7
RSU releases to Class A common stock (in shares)					57,651
Proceeds from exercises of stock options	1.6						1.2	0.4
Proceeds from exercises of stock options (in shares)					407,287
Tax payments on behalf of non-controlling interest	(0.3)							(0.3)
Exchange of LLC units (in shares)					18,076	(18,076)
Exchange of LLC units	0.0						0.1	(0.1)
Issuance of Class A common stock in connection with Caravan Health acquisition (in shares)					4,762,134
Issuance of Class A common stock in connection with Caravan Health acquisition	61.8				$ 0.1		54.5	7.2
Net loss	(16.3)							(5.4)	(10.9)
Ending balance (in shares) at Mar. 31, 2022			176,232,513	57,313,051	176,232,513	57,313,051
Ending balance at Mar. 31, 2022	$ 1,545.9				$ 1.8	$ 0.6	$ 1,160.0	$ 375.1	$ 8.4

XML

Consolidated Statements of Cash Flows - USD ($) $ in Millions	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021
Operating activities
Net loss	$ (16.3)	$ (51.7)
Adjustments to reconcile net loss to net cash (used in) provided by operating activities:
Depreciation and amortization	18.0	16.7
Equity-based compensation	6.6	2.5
Customer equity appreciation rights	6.5	4.9
Remeasurement of customer equity appreciation rights	28.9	56.8
Amortization of deferred financing fees	0.6	0.7
Amortization of right-of-use assets	1.7
Remeasurement of contingent consideration	0.1	0.2
Deferred income taxes	(12.9)	(14.0)
Changes in operating assets and liabilities:
Accounts receivable	(1.9)	101.2
Prepaid expenses and other current assets	(2.3)	2.4
Contract assets	(39.1)	(33.5)
Other assets	1.3	(1.0)
Accounts payable and accrued expenses	(32.1)	(13.8)
Contract liabilities	11.1	14.6
Other current liabilities	(0.7)	1.9
Noncurrent lease liabilities	(1.9)
Other noncurrent liabilities	0.1	(1.2)
Net cash (used in) provided by operating activities	(32.3)	86.7
Investing activities
Capital expenditures - property and equipment	(1.7)	(0.7)
Capital expenditures - internal-use software development	(6.8)	(5.7)
Purchase of long-term investment	(0.3)	0.0
Business combinations, net of cash acquired	(189.6)	0.0
Net cash used in investing activities	(198.4)	(6.4)
Financing activities
Repayment of long-term debt	(0.9)	(1.0)
Repayments of borrowings under financing agreement	(0.3)	(0.3)
Distributions to/on behalf of non-controlling interest members	(0.3)	0.0
Proceeds from IPO, net	0.0	604.8
Proceeds related to the issuance of common stock under stock plans	1.6	0.1
Net cash provided by financing activities	0.1	603.6
(Decrease) increase in cash, cash equivalents and restricted cash	(230.6)	683.9
Cash, cash equivalents and restricted cash - beginning of period	684.2	77.0
Cash, cash equivalents and restricted cash - end of period	453.6	760.9
Supplemental disclosures of cash flow information
Cash paid for interest	3.3	4.8
Cash payments, net of refunds, for taxes	0.0	(0.1)
Noncash transactions
Capital expenditures not yet paid	0.9	0.6
Assumption of liabilities from New Remedy Corp	0.0	26.0
Issuance of common stock related to acquisition	60.0	0.0
Items arising from LLC interest ownership exchanges:
Establishment of liabilities under tax receivable agreement	$ (0.1)	$ 0.0

XML

Nature of Operations

3 Months Ended

Mar. 31, 2022

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Nature of Operations

Nature of Operations

Signify Health, Inc. (referred to herein as “we”, “our”, “us”, “Signify Health” or the “Company”) was incorporated in the state of Delaware on October 1, 2020 and was formed for the purpose of completing an initial public offering (“IPO”) of its common stock and related reorganization transactions as described below. As a result of the reorganization transactions in February 2021, we control, and therefore consolidate the operations of Cure TopCo, LLC (“Cure TopCo”) and its direct and indirect subsidiaries.

Cure TopCo is a Delaware limited liability company formed on November 3, 2017. Cure TopCo has adopted a holding company structure and is the indirect parent company of Signify Health, LLC (“Signify”), a Delaware limited liability company. Signify was formed on November 3, 2017. Operations are performed through our wholly-owned subsidiaries.

We are a healthcare platform that leverages advanced analytics, technology and nationwide healthcare provider networks to create and power value-based payment programs. Our customers include health plans, governments, employers, health systems and physician groups. We operate in two segments of the value-based healthcare payment industry: payment models based on individual episodes of care, or the Episodes of Care Services segment, and in-home health evaluations (“IHE”), or the Home & Community Services segment. Payment models based on individual episodes of care organize or bundle payments for all, or a substantial portion of, services received by a patient in connection with an episode of care, such as a surgical procedure, particular condition or other reason for a hospital stay. IHEs are health evaluations performed by a clinician in the home to support payors’ participation in Medicare Advantage and other government-run managed care plans. Our solutions support value-based payment programs by aligning financial incentives around outcomes, providing tools to health plans and healthcare organizations designed to assess and manage risk and identify actionable opportunities for improved patient outcomes, care coordination and cost-savings. Through our platform, we coordinate what we believe is a holistic suite of clinical, social, and behavioral services to address an individual’s healthcare needs and prevent adverse events that drive excess cost, all while shifting services towards the home.

On March 1, 2022, we acquired Caravan Health, Inc. (“Caravan Health”), see Note 4. Business Combinations. With this combination, we will now be able to provide a broader range of value-based and shared savings models from advanced primary care to specialty care bundles to total cost of care programs.

Initial Public Offering

On February 16, 2021, we closed an initial public offering (“IPO”) of 27,025,000 shares of our Class A common stock at a public offering price of $24 per share, which included 3,525,000 shares issued pursuant to the full exercise of the underwriters’ over-allotment option. We received gross proceeds of $648.6 million, which resulted in net cash proceeds of $609.7 million after deducting underwriting discounts and commissions of $38.9 million and before fees and expenses incurred in connection with the IPO and paid for by Cure TopCo. We used the proceeds to purchase newly-issued membership interests from Cure TopCo at a price per interest equal to the IPO price of our Class A common stock, net of the underwriting discount and commissions.

Reorganization Transactions

In connection with the IPO, Signify Health and Cure TopCo completed a series of transactions (“Reorganization Transactions”), the effects of which included, among other things, Signify Health becoming the controlling shareholder of Cure TopCo.

As of March 31, 2022, we owned approximately 75.5% of the economic interest in Cure TopCo. The non-controlling interest, consisting of certain pre-IPO members who retained their equity ownership in Cure TopCo subsequent to the Reorganization Transactions owned the remaining 24.5% economic interest in Cure TopCo.

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Significant Accounting Policies

3 Months Ended

Mar. 31, 2022

Accounting Policies [Abstract]

Significant Accounting Policies

Significant Accounting Policies

Basis of Presentation

These Condensed Consolidated Financial Statements are unaudited and have been prepared by us in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and following the rules and regulations of the Securities and Exchange Commission (the “SEC”). The financial statements included in this report should be read in conjunction with the Company’s audited financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2021. In our opinion, they reflect all adjustments, including normal recurring items, that are necessary to present fairly the results of interim periods. Certain information and footnote disclosures normally included in annual financial statements prepared in accordance with GAAP have been condensed or omitted as permitted by such rules and regulations; however, we believe that the disclosures are adequate to make the information presented not misleading. Operating results for the periods presented herein are not necessarily indicative of the results that may be expected for future interim periods or the entire fiscal year. Our quarterly results of operations, including our revenue, income from operations, net loss and cash flows, have varied and may vary significantly in the future, and period-to-period comparisons of our results of operations may not be meaningful. Accordingly, our interim results should not be relied upon as an indication of future performance.

For the periods subsequent to the Reorganization Transactions effective February 12, 2021, the Condensed Consolidated Financial Statements represent Signify Health and our consolidated subsidiaries, including Cure TopCo. For the periods prior to the Reorganization Transactions, the condensed consolidated financial statements represent Cure TopCo and its consolidated subsidiaries, see Note 1 Nature of Operations. Signify Health was formed for the purpose of the IPO, which was effective in February 2021 and had no activities of its own prior to such date. We are a holding company and our sole material asset is a controlling ownership interest in Cure TopCo.

The Condensed Consolidated Financial Statements include the accounts and financial statements of our wholly-owned subsidiaries and variable interest entities (“VIE”s) where we are the primary beneficiary. See Note 5 Variable Interest Entities. Results of operations of VIEs are included from the dates we became the primary beneficiary. All intercompany balances and transactions have been eliminated in consolidation.

We have two operating segments, Home & Community Services and Episodes of Care Services as described in Note 1 Nature of Operations.

Use of Estimates

The accompanying Condensed Consolidated Financial Statements have been prepared in conformity with GAAP, which requires management to make estimates and assumptions affecting the reported amounts in our Condensed Consolidated Financial Statements and accompanying notes. These estimates are based on information available as of the date of the Condensed Consolidated Financial Statements; therefore, actual results could differ from those estimates. The significant estimates underlying our Condensed Consolidated Financial Statements include revenue recognition; allowance for doubtful accounts; recoverability of long-lived assets, intangible assets and goodwill; loss contingencies; accounting for business combinations, including amounts assigned to definite and indefinite lived intangible assets and contingent consideration; customer equity appreciation rights; and equity-based compensation.

As of March 31, 2022, the COVID-19 pandemic continues to evolve and impact our Episodes of Care Services segment due to the passage of time between episode initiation and the performance and subsequent recognition of revenue for our services; See Note 3 The COVID-19 Pandemic. As a result, many of our estimates and assumptions have required increased judgment and carry a higher degree of variability and volatility. As events continue to evolve and additional information becomes available, our estimates may change materially in the future.

Comprehensive Income (Loss)

We have not identified any incremental items that would be considered a component of comprehensive income (loss) and accordingly a statement of comprehensive income (loss) is not reflected in the Condensed Consolidated Financial Statements because net loss and comprehensive loss are the same.

Restricted Cash

Under our Master Agreement with the Centers for Medicare and Medicaid Services (“CMS”), we were required to place certain funds in escrow for the benefit of CMS. These amounts, known as a Secondary Repayment Source

(“SRS”), were primarily based on the size of our participation in the legacy CMS Bundled Payments for Care Improvement (“BPCI”) program, the predecessor program of the Bundled Payments for Care Improvement - Advanced initiative (“BPCI-A”). These funds were available to CMS as a supplemental payment source if we failed to pay amounts owed to CMS. Under the agreement, the funds are returned to us 18 months after the conclusion of the effective period of the CMS Master Agreement, or when all financial obligations to CMS are fulfilled. As of December 31, 2021, there was $0.5 million in the SRS account included in restricted cash on the Condensed Consolidated Balance Sheets related to BPCI-A, all of which was released in the first quarter 2022.

We also withhold a portion of shared savings to customers in a “holding pool” to cover any potential subsequent negative adjustments through CMS’s subsequent reconciliation true-up process. These funds are distributed to customers following the final true-up if there is no negative adjustment. These amounts represent consideration payable to the customer and therefore have reduced revenue in the period earned. The funds have been received by us from CMS and are held in a separate cash account, included as restricted cash on the Condensed Consolidated Balance Sheets. Since the funds are payable to the customer at the point the final CMS true-up is made or a negative adjustment is due to us, the amounts are also included in accounts payable and accrued expenses on the Condensed Consolidated Balance Sheets. As of March 31, 2022 and December 31, 2021, there was $1.8 million and $5.2 million of restricted cash in the holding pool, respectively.

In addition, as of March 31, 2022 we hold $0.5 million in a separate cash account, included as restricted cash on the Condensed Consolidated Balance Sheets, in relation to an accountable care organization (“ACO”) owned by Caravan Health. This ACO is part of a risk model under the CMS Medicare Shared Savings Program (“MSSP”) program where it shares in both the savings and losses. The ACO has a master letter of credit with CMS as the recipient where the letter of credit is used as protection against unpaid losses, should the ACO fail to remit payment in the event that losses occur. The letter of credit is collateralized by the ACO members, by either cash remitted or subordinated letters of credit. This restricted cash will only be used if an ACO member fails to remit payment in connection with a subordinated letter of credit.

The following table reconciles cash, cash equivalents, and restricted cash per the Condensed Consolidated Statements of Cash Flows to the Condensed Consolidated Balance Sheets:

	March 31, 2022		December 31, 2021
	(in millions)
Cash and cash equivalents	$	451.3	$	678.5
Restricted cash	2.3		5.7
Total cash, cash equivalents, and restricted cash	$	453.6	$	684.2

Accounts Receivable

Accounts receivable primarily consist of amounts due from customers and CMS and are stated at their net realizable value. Management evaluates all accounts periodically and an allowance is established based on the latest information available to management. Management considers historical realization data, accounts receivable aging trends and other operational trends to estimate the collectability of receivables. After all reasonable attempts to collect a receivable have been exhausted, the receivable is written off against the allowance for doubtful accounts. As of March 31, 2022 and December 31, 2021, we had an allowance for doubtful accounts of $9.7 million and $7.9 million, respectively.

Advertising and Marketing Costs

Advertising and marketing costs are included in selling, general and administrative expenses (“SG&A”) and are expensed as incurred. Advertising and marketing costs totaled $0.2 million and $0.3 million for the three months ended March 31, 2022 and 2021, respectively.

Accounting for Leases

We lease various property and equipment, with the majority of our leases consisting of real estate leases. Effective January 1, 2022, we adopted ASC Topic 842 Leases (“ASC 842”). Under ASC 842, a lease is a contract, or part of a contract, that conveys the right to control the use of identified property, plant or equipment for a period of time in exchange for consideration. Our contracts determined to be or contain a lease include explicitly or implicitly identified assets where we have the right to substantially all of the economic benefits of the assets and we have the

ability to direct how and for what purpose the assets are used during the lease term. Leases are classified as either operating or financing. All of our leases meet the criteria to be classified as operating leases. For operating leases, we recognize a lease liability equal to the present value of the remaining lease payments, and a right of use asset equal to the lease liability, subject to certain adjustments, such as prepaid rents, initial direct costs and lease incentives received from the lessor. We use the incremental borrowing rate to determine the present value of the lease payments. The incremental borrowing rate is the rate of interest that we would have to borrow on a collateralized basis over a similar term for an amount equal to the lease payments in a similar economic environment.

Certain of our leases include variable lease costs to reimburse the lessor for real estate tax and insurance expenses and certain non-lease components that transfer a distinct service to us, such as common area maintenance services. We have elected not to separate the accounting for lease components and non-lease components for all leased assets.

We sublease portions of our office space where we do not use the entire space for our operations. Sublease income is recorded as a reduction of lease expense.

Recent Accounting Pronouncements

Recently Adopted

In February 2016, the FASB issued ASU 2016-02, Leases (ASC 842) which requires lessees to recognize leases on the balance sheet by recording a right-of-use asset and lease liability. This guidance is effective for non-public entities for annual reporting periods beginning after December 15, 2021. We adopted this new guidance as of January 1, 2022 and applied the transition option, whereby prior comparative periods will not be retrospectively presented in the consolidated financial statements. We elected the package of practical expedients not to reassess prior conclusions related to contracts containing leases, lease classification and initial direct costs and the lessee practical expedient to combine lease and non-lease components for all asset classes. We made a policy election to not recognize right-of-use assets and lease liabilities for short-term leases for all asset classes. See Note 8 Leases.

In October 2021, the FASB issued ASU 2021-08, Business Combinations (Topic 805) Accounting for Contract Assets and Contract Liabilities from Contracts with Customers (“ASU 2021-08”) which requires that an entity (acquirer) recognize and measure contract assets and contract liabilities acquired in a business combination in accordance with Topic 606. ASU 2021-08 is effective for public entities for fiscal years beginning after December 15, 2022, including interim periods within those fiscal years, and should be applied prospectively to business combinations occurring on or after the effective date of the amendments. We elected to early adopt this new guidance for interim periods in 2022 beginning with the Caravan Health acquisition on March 1, 2022. We measured the acquired contract assets and liabilities in accordance with Topic 606. See Note 4 Business Combinations.

In November 2021, the FASB issued ASU 2021-10, Government Assistance (Topic 832) Disclosures by Business Entities about Government Assistance (“ASU 2021-10”) which requires annual disclosures that increase the transparency of transactions with a government accounted for by applying a grant or contribution accounting model, including (1) the types of transactions, (2) the accounting for those transactions, and (3) the effect of those transactions on an entity’s financial statements. ASU 2021-10 is effective for all entities for fiscal years beginning after December 31, 2021. We adopted this new guidance as of January 1, 2022. There was no material impact on our condensed consolidated financial statements upon adoption.

Pending Adoption

We are an “emerging growth company” under the Jumpstart Our Business Startups Act (“JOBS Act”). Pursuant to the JOBS Act, an emerging growth company is provided the option to adopt new or revised accounting standards that may be issued by FASB or the SEC either (i) within the same periods as those otherwise applicable to non-emerging growth companies or (ii) within the same time periods as private companies. We intend to take advantage of the exemption for complying with new or revised accounting standards within the same time periods as private companies. The effective dates below are the effective dates we expect to adopt the new accounting pronouncements, which are those permitted for a company that is not an issuer.

In June 2016, the FASB issued ASU 2016-13, Financial Instruments – Credit Losses (Topic 326) (“ASU 2016-13”) which introduced the current expected credit losses methodology for estimating allowances for credit losses. ASU 2016-13 applies to all financial instruments carried at amortized cost and off-balance-sheet credit exposures not accounted for as insurance, including loan commitments, standby letters of credit, and financial guarantees. The new accounting standard does not apply to trading assets, loans held for sale, financial assets for which the fair value option has been elected, or loans and receivables between entities under common control. ASU 2016-13 is effective for non-public entities for fiscal years beginning after December 15, 2022, including interim periods within those fiscal years. Early adoption is permitted. We are evaluating the impact of this new guidance on our condensed consolidated financial statements.

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The COVID-19 Pandemic

3 Months Ended

Mar. 31, 2022

Unusual or Infrequent Items, or Both [Abstract]

The COVID-19 Pandemic

The COVID-19 Pandemic

Our operations in our Home & Community Services segment were significantly affected by the COVID-19 pandemic early in 2020. However, as the COVID-19 pandemic has evolved, we have been able to pivot and flex the volume of virtual IHEs (“vIHEs”) if needed and as a result we have not experienced a material impact to our results of operation in our Home & Community Services segment as a result of the ongoing pandemic since the second quarter of 2020.

Our Episodes of Care Services segment has experienced a prolonged negative impact related to the pandemic. At certain times during the pandemic, governmental authorities recommended, and in certain cases required, that elective, specialty and other procedures and appointments, including certain acute and post-acute care services, be suspended or canceled to avoid non-essential patient exposure to medical environments and potential infection with the COVID-19 virus. In addition, the temporary suspension or cancellation of services was put in place to focus limited resources and personnel capacity toward the prevention of, and care for patients with, COVID-19. This resulted in fewer elective procedures and a general reduction in individuals seeking medical care starting at the end of the first quarter of 2020, which contributed to a substantially lower number of episodes being managed in 2020 and 2021. Due to the nature of the BPCI-A program, however, there is a significant lag between when the episodes are initiated and when CMS reconciles those services and we recognize revenue over a 13 month period encompassing both of those points in time. As such, there was no immediate impact to our revenues in early 2020 when the pandemic began. However, the specific impact of the lower volumes on our program size and revenues has resulted in a decline in weighted average program size and savings rates. In addition, in the third quarter of 2020 and in response to the COVID-19 pandemic, CMS announced that all episodes with a COVID-19 diagnosis irrespective of the impact on the outcome of the episode, would be excluded from reconciliation, and this exclusion has extended into 2022, resulting in a negative impact to our program size. We expect this impact on the program size to decrease once the COVID-19 pandemic subsides or CMS removes this rule.

Initially, the reduction in the number of episodes managed was offset by a higher savings rate achieved due to a combination of improved performance by some of our partners as well as certain partners that were underperforming choosing to exclude some or all of their episodes from reconciliation in 2020. However, beginning with the reconciliation results received from CMS during the second quarter of 2021, we saw a negative impact on our savings rate as a result of the COVID-19 pandemic, primarily related to the under-diagnosis of co-morbidities and the use of higher cost next site of care facilities, both of which drove costs higher and in turn, lowered our savings rates.

Due to the passage of time between when we perform our services and the confirmation of results and subsequent cash settlement by CMS, COVID-19 and the aforementioned negative impacts have also negatively impacted our semi-annual cash flows related to the BPCI-A program.

We continue to monitor trends related to COVID-19, including the recent surge in variants, changes in CDC recommendations and their impact on results of operations and financial condition on both of our operating segments.

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Business Combinations

3 Months Ended

Mar. 31, 2022

Business Combination and Asset Acquisition [Abstract]

Business Combinations

Business Combinations

Caravan Health Acquisition

On February 9, 2022, we entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Caravan Health, Inc., pursuant to which we acquired Caravan Health on March 1, 2022. Caravan Health is a leader in assisting ACOs to excel in population health management and value-based payment programs. The initial purchase price was approximately $250.0 million, subject to certain customary adjustments, and included approximately $190.0 million in cash and approximately $60.0 million in our Class A common stock, comprised of 4,726,134 shares at $12.5993 per share, which represents the volume-weighted average price per share of our common stock for the five trading days ending three business days prior to March 1, 2022. In connection and concurrently with entry into the Merger Agreement, we entered into support agreements with certain shareholders of Caravan Health, pursuant to which such shareholders agreed that, other than according to the terms of its respective support agreement, it will not, subject to certain limited exceptions, transfer, sell or otherwise dispose of any of the Signify shares acquired for a period of up to five years following closing of the merger.

In addition to the initial purchase price, the transaction included contingent additional payments of up to $50.0 million based on certain future performance criteria of Caravan Health, which if conditions are met, may be paid in the second half of 2023. The preliminary fair value of the contingent consideration as of the acquisition date was estimated to be approximately $30.5 million, which was estimated using a Black-Scholes option pricing model. See Note 13 Fair Value Measurements. Therefore, the total purchase consideration of the transaction was determined to be $287.4 million, which consisted of cash consideration, stock consideration, and potential contingent consideration.

We allocated the purchase price to the identifiable net assets acquired, based on the estimated fair values at the date of acquisition. The excess of the purchase price over the amount allocated to the identifiable assets and liabilities was recorded as goodwill. Goodwill represents the value of the acquired assembled workforce and specialized processes and procedures and operating synergies, none of which qualified as separate intangible assets. All of the goodwill was assigned to our Episodes of Care Services segment. None of the goodwill is expected to be deductible for tax purposes.

We estimated the fair value of intangible assets acquired using estimates of future discounted cash flows to be generated by the business over the expected duration of those cash flows. We based the estimated cash flows on projections of future revenue, operating expenses, capital expenditures, working capital needs and tax rates. We estimated the duration of the cash flows based on the projected useful lives of the assets acquired. The discount rate was determined based on specific business risk, cost of capital and other factors.

The purchase price allocation is preliminary and subject to change up to one year after the date of acquisition and could result in changes to the amounts recorded below. The preliminary allocation of the purchase price to the fair values of the assets acquired and liabilities assumed at the date of the acquisition was as follows:

Cash	$	6.8
Restricted cash	0.5
Accounts receivable	1.6
Contract assets	9.1
Prepaid expenses and other current assets	1.7
Property and equipment	0.3
Intangible assets	93.9
Other assets	0.1
Total identifiable assets acquired	114.0
Accounts payable and accrued liabilities	2.9
Other current liabilities	0.6
Deferred tax liabilities	22.4
Total liabilities assumed	25.9
Net identifiable assets acquired	88.1
Goodwill	199.3
Total of assets acquired and liabilities assumed	$	287.4

The $93.9 million of acquired intangible assets consists of customer relationships of $69.8 million (10-year useful life), acquired technology of $23.4 million (5-year useful life) and a tradename of $0.7 million (3-year useful life).

The acquisition was not material to our Condensed Consolidated Statements of Operations. Therefore, pro forma results of operations related to this acquisition have not been presented. The financial results of Caravan Health have been included in our Condensed Consolidated Financial Statements since the date of the acquisition.

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Variable Interest Entities

3 Months Ended

Mar. 31, 2022

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Variable Interest Entities

Variable Interest Entities

We consolidate our affiliates when we are the primary beneficiary. The primary beneficiary of a VIE is the party that has both the decision-making authority to direct the activities that most significantly impact the VIE’s economic performance and the right to absorb losses or receive benefits that could potentially be significant to the VIE.

Consolidated VIEs at March 31, 2022 and December 31, 2021 include seven physician practices that require an individual physician to legally own the equity interests as certain state laws and regulations prohibit non-physician owned business entities from practicing medicine or employing licensed healthcare providers. We have determined we are the primary beneficiary of these VIEs as we have the obligation to absorb the losses from and direct activities of these operations. As a result, these VIEs are consolidated and any non-controlling interest is not presented. Recourse of creditors to these VIEs is limited to the assets of the VIE entities, which totaled $31.3 million and $25.2 million at March 31, 2022 and December 31, 2021, respectively.

The carrying amount and classification of the VIEs’ assets and liabilities included in the Condensed Consolidated Balance Sheets, net of intercompany amounts, are as follows:

	March 31, 2022		December 31, 2021
	(in millions)
ASSETS
Current assets
Cash and cash equivalents	$	12.0	$	10.6
Accounts receivable, net	19.3		14.6
Total current assets	31.3		25.2
Total assets	$	31.3	$	25.2
LIABILITIES AND EQUITY
Current liabilities
Accounts payable and accrued expenses	$	—	$	3.4
Contract liabilities	0.5		—
Other current liabilities	1.1		—
Total current liabilities	1.6		3.4
Total liabilities	1.6		3.4
Company capital	37.9		29.3
Accumulated deficit	(8.2)		(7.5)
Total equity	29.7		21.8
Total liabilities and equity	$	31.3	$	25.2

As of March 31, 2022, Caravan Health is the sole member of four ACOs, which we have determined are VIEs. CMS offers an MSSP to ACOs, where the goal of the program is to reward the ACO participants when specific quality metrics are met and expenditures are lowered. The MSSPs have different risk models where the ACOs can either share in both savings and losses or share in only the savings. The governance structure of the VIEs does not provide Caravan Health with the ultimate decision-making authority to direct the activities that most significantly impact the VIEs’ economic performance. Based on these ACOs’ operating agreements, the power to direct the VIEs’ operations is shared among the entities that make up the ACO Board of Directors, which is required to consist of at least 75% ACO participants (hospitals, clinics, etc.). As such, we have determined we are not the primary beneficiary of these VIEs, and therefore we do not consolidate the results of these entities.

Caravan Health is ultimately liable for losses incurred by one out of the four ACOs owned by them. As of March 31, 2022 there was $0.5 million included in restricted cash on our Condensed Consolidated Balance Sheets which relates to this VIE. The ACO has a master letter of credit with CMS as the recipient where the letter of credit is used as protection against unpaid losses, should the ACO fail to remit payment in the event that losses occur. The letter of credit is collateralized by the ACO members, by either cash remitted or subordinated letters of credit. This restricted cash will only be used if an ACO member fails to remit payment in connection with a subordinated letter of credit.

Two of the four VIEs are ACOs that are not part of an MSSP risk model where the losses are shared and the remaining VIE has a guarantor that has taken full responsibility of indebtedness of the ACO, and therefore, Caravan Health is not liable for its losses.

During the three months ended March 31, 2022, we did not make any contributions to the unconsolidated VIEs for losses incurred. Our maximum exposure to loss as a result of our involvement in these unconsolidated VIEs cannot be reasonably estimated as of March 31, 2022, as the shared losses are dependent on a number of variable factors, including estimates of patient attribution, expenditure data, benchmark data, inflation factors and CMS quality reporting. Losses incurred, if any, are determined once updated CMS reporting is provided, which is expected to be available in the third quarter of 2022. Under the provisions of the MSSP program, once a minimum shared loss rate of 2% is exceeded, losses are calculated at a rate of 1 minus the final sharing rate, with a minimum shared loss rate of 40% and a maximum shared loss rate of 75%, not to exceed 15% of the updated benchmark. Our current ACO contracts indicate that we will bear the risk beyond the first 1% of potential losses not to exceed the MSSP maximum of 15%.

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Revenue Recognition

3 Months Ended

Mar. 31, 2022

Revenue from Contract with Customer [Abstract]

Revenue Recognition

Revenue Recognition

Disaggregation of Revenue

We earn revenue from our two operating segments, Home & Community Services and Episodes of Care Services, under contracts that contain various fee structures. Through our Home & Community Services segment, we offer health evaluations performed either within the patient’s home, virtually or at a healthcare provider facility, primarily to Medicare Advantage health plans (and to some extent, Medicaid). Additionally, we offer certain diagnostic screening and other ancillary services, and through our Signify Community solution, we offer access to services to address healthcare concerns related to social determinants of health. Through our Episodes of Care Services segment, we primarily provide services designed to improve the quality and efficiency of healthcare delivery by developing and managing episodic payment programs in partnership with healthcare providers, primarily under the BPCI-A program with CMS. We also provide ACO services through our Caravan Health subsidiary, acquired in March 2022. Additionally, we provide certain complex care management services. All of our revenue is generated in the United States.

We are dependent on a concentrated number of payors and provider partners with whom we contract to provide our services, See Note 22 Concentrations.

The following table summarizes disaggregated revenue from contracts with customers by source of revenue, which we believe best presents the nature, amount and timing of revenue.

	Three months ended March 31,
	2022		2021
	(in millions)
Evaluations	$	186.2	$	150.3
Other	0.7		2.1
Home & Community Services Total Revenue	186.9		152.4
Episodes	24.1		25.4
Other	5.5		2.2
Episodes of Care Services Total Revenue	29.6		27.6
Consolidated Revenue Total	$	216.5	$	180.0

Performance Obligations

Episodes of Care Services

There have been no material changes to our revenue recognition and estimates, other than as described below related to the acquisition of Caravan Health. Caravan Health enters into contracts with customers to provide multiple services around the management of the ACO model. These include, but are not limited to, population health software, analytics, practice improvement, compliance, marketing, governance, surveys and licensing. The overall objective of the services provided is to help the customer receive shared savings from CMS. Caravan Health enters into arrangements with customers wherein we receive a contracted percentage of each customer’s portion of shared savings if earned. We recognize shared savings revenue as performance obligations are satisfied over time, commensurate with the recurring ACO services provided to the customer over a 12-month calendar year period. The shared savings transaction price is variable, and therefore, we estimate an amount we expect to receive for each 12-month calendar year performance obligation period.

In order to estimate this variable consideration, management initially uses estimates of historical performance of the ACOs. We consider inputs such as attributed patients, expenditures, benchmarks and inflation factors. We adjust our estimates at the end of each reporting period to the extent new information indicates a change is needed. We apply a constraint to the variable consideration estimate in circumstances where we believe the data received is incomplete or inconsistent, so as not to have the estimates result in a significant revenue reversal in future periods. Although our estimates are based on the information available to us at each reporting date, new and material information may cause actual revenue earned to differ from the estimates recorded each period. These include, among others, Hierarchical Conditional Category (“HCC”) coding information, quarterly reports from CMS, unexpected changes in attributed patients and other limitations of the program beyond our control. We receive final reconciliations from CMS and collect the cash related to shared savings earned annually in the third or fourth quarter of each year for the preceding calendar year.

The remaining sources of Caravan Health revenue in our Episodes of Care Services segment are recognized over time when, or as, the performance obligations are satisfied and are primarily based on a fixed fee or per member per month fee. Therefore, they do not require significant estimates and assumptions by management.

Related Balance Sheet Accounts

The following table provides information about accounts included on the Condensed Consolidated Balance Sheets.

	March 31, 2022						December 31, 2021
	Episodes of Care Services		Home & Community Services		Total		Episodes of Care Services		Home & Community Services		Total
	(in millions)
Assets
Accounts receivable, net (1)	$	39.8	$	180.9	$	220.7	$	100.1	$	117.1	$	217.2
Contract assets (2)	$	128.1	$	4.4	$	132.5	$	82.8	$	1.5	$	84.3
Liabilities
Shared savings payable (3)	$	37.4	$	—	$	37.4	$	63.4	$	—	$	63.4
Contract liabilities (4)	$	39.2	$	4.8	$	44.0	$	27.8	$	5.1	$	32.9
Deferred revenue (5)	$	1.0	$	1.6	$	2.6	$	0.1	$	3.5	$	3.6

(1)Accounts receivable, net for Episodes of Care Services included $1.6 million due from CMS as of March 31, 2022 primarily related to amounts not yet collected for the fifth reconciliation period of the BPCI-A program. As of December 31, 2021, accounts receivable, net for Episodes of Care Services included $56.2 million due from CMS primarily related to the fifth reconciliation period of the BPCI-A program. Accounts receivable, net for Home & Community Services included $51.1 million and $3.7 million in amounts not yet billed to customers, as of March 31, 2022 and December 31, 2021, respectively. The remaining amount

of accounts receivable for both Episodes of Care Services and Home & Community Services represent amounts to be received from customers. Home & Community Services accounts receivable as of March 31, 2022 reflected strong IHE volume in the first quarter and a higher mix of in-person IHEs compared to vIHEs.

(2)Contract assets primarily represent management’s estimate of amounts we expect to receive under the BPCI-A program related to the next two reconciliation periods. As of March 31, 2022, contract assets covered episodes of care commencing in the period from April 2021 through March 2022. Estimates for program size and savings rate are based on information available as of the date of the financial statements. We record an estimate of revenue related to these performance obligations over the 13-month period starting in the period the related episodes of care commence and through the estimated receipt of the semi-annual CMS reconciliation file. Any changes to these estimates based on new information will be recorded in the period such information is received. Total savings generated and revenue earned for the episodes of care in which a component of the contract asset recorded as of March 31, 2022 relates to, will be included in the semi-annual reconciliation expected from CMS during the second quarter of 2022. Contract assets for Episodes of Care Services segment also included $10.5 million related to estimated shared savings under the Caravan Health ACO services programs. Contract assets in the Home & Community Services segment of $4.4 million as of March 31, 2022 represent management’s estimate of amounts to be received from clients as a result of certain service levels being achieved during the contractual period.

(3)Total shared savings payable is included in accounts payable and accrued expenses on the Condensed Consolidated Balance Sheets. Shared savings payable for Episodes of Care Services included $23.9 million due to CMS as of December 31, 2021, all of which was settled with CMS in the first quarter of 2022. Shared savings payable included $35.6 million as of March 31, 2022 primarily related to the fifth reconciliation received in December 2021, which is expected to be paid to customers related to their portion of savings earned under the BPCI-A program. Additionally, there is $1.8 million included in shared savings payable at March 31, 2022, which represents amounts withheld from customers under the BPCI-A program based on contractual withholding percentages. This amount has been received by us from CMS and is held as restricted cash. We expect to remit these amounts to customers at the conclusion of the program, at which time both restricted cash and the liability will be reduced.

(4)Contract liabilities in our Episodes of Care Services segment represent management’s estimate of savings amounts we expect to share with our customers based on contractual shared savings percentages related to the amounts we expect to be entitled to receive under the BPCI-A program for the next two reconciliation periods. As of March 31, 2022, contract liabilities of $39.2 million cover episodes of care commencing in the period from April 2021 through March 2022. These amounts offset the gross amount we expect to receive for the same period included in contract assets as of March 31, 2022. Contract liabilities in the Home & Community Services segment of $4.8 million as of March 31, 2022 represent management’s estimate of potential refund liabilities due to certain clients as a result of certain service levels not being achieved during the contractual periods primarily due to COVID-19.

(5)Deferred revenue is included in other current liabilities on the Condensed Consolidated Balance Sheets and primarily relates to advance payments received from certain customers.

The table below summarizes the activity recorded in the contract asset and liability accounts for the periods presented.

	Three months ended March 31,
Contract Assets	2022		2021
	(in millions)
Balance at beginning of period	$	84.3	$	27.8
Acquired in Caravan Health Acquisition	9.1		—
Estimated revenue recognized related to performance obligations satisfied at a point-in-time	2.9		—
Estimated revenue recognized related to performance obligations satisfied over time	36.2		33.5
Balance at end of period	$	132.5	$	61.3

	Three months ended March 31,
Contract Liabilities	2022		2021
	(in millions)
Balance at beginning of period	$	32.9	$	6.2
Payments made to customer	—		(0.6)
Estimated amounts due to customer related to performance obligations satisfied at a point-in-time	(0.3)		1.1
Estimated amounts due to customer related to performance obligations satisfied over time	11.4		14.1
Balance at end of period	$	44.0	$	20.8

	Three months ended March 31,
Deferred Revenue	2022		2021
	(in millions)
Balance at beginning of period	$	3.6	$	3.8
Acquired in Caravan Health Acquisition	0.5		—
Payments received from customers	0.6		7.5
Revenue recognized upon completion of performance obligation	(2.1)		(4.3)
Balance at end of period	$	2.6	$	7.0

	Three months ended March 31,
Shared Savings Payable	2022		2021
	(in millions)
Balance at beginning of period	$	63.4	$	80.8
Amounts paid to customer and/or CMS	(67.8)		(22.0)
Amounts due to customer upon completion of performance obligation	41.8		15.6
Balance at end of period	$	37.4	$	74.4

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Property and Equipment

3 Months Ended

Mar. 31, 2022

Property, Plant and Equipment [Abstract]

Property and Equipment

Property and Equipment

Property and equipment, net were as follows as of each of the dates presented:

	March 31, 2022		December 31, 2021
	(in millions)
Computer equipment	$	23.7	$	22.0
Leasehold improvements	18.6		18.5
Furniture and fixtures	6.7		6.5
Software	2.4		2.5
Projects in progress	0.5		0.7
Property and equipment, gross	51.9		50.2
Less: Accumulated depreciation and amortization	(28.5)		(26.5)
Property and equipment, net	$	23.4	$	23.7

Depreciation and amortization expense for property and equipment, inclusive of amounts subsequently written off or disposed from accumulated depreciation, was $2.2 million and $2.0 million for the three months ended March 31, 2022 and 2021, respectively. There was no impairment of property and equipment during the three months ended March 31, 2022 or 2021.

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Leases

3 Months Ended

Mar. 31, 2022

Leases [Abstract]

Leases

Leases

New Lease Guidance Adoption and Practical Expedients

We adopted ASC 842 as of January 1, 2022 using the optional transition method. Therefore, we did not restate comparative periods. Under this transition provision, we applied the legacy leases guidance, including its disclosure requirements, for the comparative periods presented.

ASC 842 includes practical expedient and policy election choices. We have elected the practical expedient transition package available in ASC Topic 842 and, as a result, did not reassess the lease classification of existing contracts or leases or the initial direct costs associated with existing leases. We made an accounting policy election not to recognize right of use assets and lease liabilities for leases with a lease term of 12 months or less, including renewal options that are reasonably certain to be exercised, that also do not include an option to purchase the underlying asset that is reasonably certain of exercise. Instead, lease payments for these leases are recognized as lease expense on a straight-line basis over the lease term. We did not elect the hindsight practical expedient, and therefore we did not reassess our historical conclusions with regards to whether renewal option periods should be included in the terms of our leases.

Upon adoption on January 1, 2022, we recognized right-of-use assets and lease liabilities for operating leases of $23.0 million and $35.6 million, respectively. The difference between the right-of-use asset and lease liability primarily represents the net book value of deferred rent and tenant improvement allowances recognized as of December 31, 2021, which was adjusted against the right-of-use asset upon adoption.

In addition, there was $0.4 million recorded as a reduction of retained earnings upon adoption. This primarily related to an asset that we ceased using prior to the adoption of ASC 842 and do not have the intent and ability to sublease since the remaining lease term is less than one year. We recognized a lease liability equal to the present value of the remaining lease payments under the contract; however, we did not recognize a corresponding right-of-use asset. The previously recognized cease-use liability as of December 31, 2021 was recognized as a reduction to the carrying amount of the right-of-use asset. As the cease-use liability balance was less than the carrying amount of the right-of-use asset, the remaining portion of the right-of-use asset not offset by the cease-use liability was written off as an adjustment to retained earnings since the cease-use date of the asset occurred prior to adoption.

The following is a summary of the impact of ASC 842 adoption on our Condensed Consolidated Balance Sheet:

	December 31, 2021		ASC 842 Adjustments		January 1, 2022
	(in millions)
Assets
Operating lease right-of-use assets	$	—	$	23.0	$	23.0
Liabilities
Current portion of operating lease liabilities	—		8.5		8.5
Operating lease liability, net of current portion	—		27.1		27.1
Deferred rent and tenant improvement allowances	12.2		(12.2)		—
Retained Earnings	19.7		(0.4)		19.3

Right-of-use Assets and Lease Liabilities

The following table presents our operating lease right-of-use assets and lease liabilities as of March 31, 2022. Current lease liabilities are included in other current liabilities on the Condensed Consolidated Balance Sheets.

	March 31, 2022
	(in millions)
Operating lease right-of-use assets	$	21.3
Current portion of operating lease liabilities	8.1
Non-current operating lease liabilities	25.2
Total Lease Liabilities	$	33.3

For the three months ended March 31, 2022, cash paid for amounts included in the measurement of operating lease liabilities was $2.7 million.

Our operating lease expense is recorded as a component of SG&A in our Condensed Consolidated Statements of Operations. The components of lease expense for the three months ended March 31, 2022 were as follows:

	Three months ended
	March 31, 2022
	(in millions)
Operating lease cost	$	2.1
Variable lease cost	0.7
Sublease income	(0.7)
Total Lease Cost(1)	$	2.1
(1) Excludes short-term lease expense, which is not material

The following table presents the weighted average remaining lease term and discount rate of our operating leases as of March 31, 2022:

Weighted Average Lease Term (Years)	5.8
Weighted Average Discount Rate	4.6	%

We enter into contracts to lease office space and equipment with terms that expire at various dates through 2030. The lease term at the lease commencement date is determined based on the non-cancellable period for which we have the right to use the underlying asset, together with any periods covered by an option to extend the lease if we are reasonably certain to exercise that option, periods covered by an option to terminate the lease if we are reasonably certain not to exercise that option, and periods covered by an option to extend (or not to terminate) the lease in which the exercise of the option is controlled by the lessor. We considered a number of factors when evaluating whether the options in our lease contracts were reasonably certain of exercise, such as length of time before option exercise, expected value of the leased asset at the end of the initial lease term, importance of the lease to overall operations, costs to negotiate a new lease, and any contractual or economic penalties.

As of March 31, 2022, maturities of our operating lease liabilities are as follows:

Remainder of 2022	$	7.2
2023	8.3
2024	4.8
2025	4.1
2026	3.4
Thereafter	10.6
Total lease payments	38.4
Less: imputed interest	(5.1)
Present value of operating lease liabilities	$	33.3

Effective October 1, 2021, we entered into a lease agreement for a facility in Oklahoma City, OK. The lease term is 7.25 years, with two 5-year options to renew, and total lease payments are expected to be approximately $4.2 million. The lessor and its agents are currently building this retail space and the lease is expected to commence once the construction of the asset has been completed. We expect commencement in the second quarter of 2022. As the lease has not yet commenced, it is not included in the right-of-use asset or lease liabilities recorded as of March 31, 2022. In addition, we entered into a lease agreement for a facility in New York, NY which is expected to commence February 1, 2024, once our current lease for this facility expires on January 31, 2024. The lease term is 5.75 years, with one 5-year option to renew, and total lease payments are expected to be approximately $22.7 million.

Disclosures Related to Periods Prior to Adoption of ASC 842

As of December 31, 2021, future minimum lease payments under non-cancellable operating leases were as follows:

2022	$	10.2
2023	8.7
2024	6.1
2025	9.3
2026	8.6
Thereafter	21.5
	$	64.4

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Intangible Assets

3 Months Ended

Mar. 31, 2022

Goodwill and Intangible Assets Disclosure [Abstract]

Intangible Assets

Intangible Assets

Intangible assets were as follows as of each of the dates presented:

		March 31, 2022						December 31, 2021
	Estimated Useful Life (years)	Gross Carrying Amount		Accumulated amortization		Net Carrying Value		Gross Carrying Amount		Accumulated amortization		Net Carrying Value
		(in millions)
Customer relationships	3 - 20	$	600.3	$	(137.7)	$	462.6	$	530.5	$	(129.1)	$	401.4
Acquired and capitalized software	3 - 6	164.5		(87.6)		76.9		134.3		(80.4)		53.9
Tradename	3	0.7		—		0.7		—		—		—
Total		$	765.5	$	(225.3)	$	540.2	$	664.8	$	(209.5)	$	455.3

We capitalized $6.8 million and $5.7 million of internally-developed software costs for the three months ended March 31, 2022 and 2021, respectively. During the three months ended March 31, 2022, we acquired $93.9 million of intangible assets in connection with the acquisition of Caravan Health (see Note 4. Business Combinations), which included preliminary values for customer relationships of $69.8 million (10-year useful life), acquired technology of $23.4 million (5-year useful life) and a tradename of $0.7 million (3-year useful life).

There was no impairment of intangible assets for the three months ended March 31, 2022 or 2021.

Amortization expense for intangible assets, inclusive of amounts subsequently written off from accumulated amortization, was $15.8 million and $14.7 million for the three months ended March 31, 2022 and 2021, respectively. Expected amortization expense as of March 31, 2022 related to intangible assets, including internal-use software development costs, was as follows:

	(in millions)
Remainder of 2022	$	53.4
2023	65.4
2024	50.6
2025	43.8
2026	43.1
Thereafter	283.9
	$	540.2

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Goodwill

3 Months Ended

Mar. 31, 2022

Goodwill and Intangible Assets Disclosure [Abstract]

Goodwill

Goodwill

The change in the carrying amount of goodwill for each reporting unit is as follows:

	Home & Community Services		Episodes of Care Services		Total
	(in millions)
Balance at December 31, 2021	$	170.4	$	426.7	$	597.1
Business combinations	—		199.3		199.3
Balance at March 31, 2022	$	170.4	$	626.0	$	796.4

There was no impairment related to goodwill during the three months ended March 31, 2022 or 2021.

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Accounts Payable and Accrued Expenses

3 Months Ended

Mar. 31, 2022

Payables and Accruals [Abstract]

Accounts Payable and Accrued Expenses

Accounts Payable and Accrued Expenses

Accounts payable and accrued expenses consist of the following:

	March 31,		December 31,
	2022		2021
	(in millions)
Shared savings payable	$	37.4	$	63.4
Accrued payroll and payroll-related expenses	28.6		46.5
Other accrued expenses	25.2		19.6
Accrued income taxes	7.8		1.6
Accounts payable	6.5		5.6
Total accounts payable and accrued liabilities	$	105.5	$	136.7

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Long-Term Debt

3 Months Ended

Mar. 31, 2022

Debt Disclosure [Abstract]

Long-term Debt

Long-Term Debt

Long-term debt was as follows:

	March 31,		December 31,
	2022		2021
	(in millions)
Revolving Facility	$	—	$	—
2021 Term Loan	348.3		349.1
Total debt	348.3		349.1
Unamortized debt issuance costs	(5.8)		(6.0)
Unamortized discount on debt	(4.5)		(4.7)
Total debt, net	338.0		338.4
Less current maturities	(3.5)		(3.5)
Total long-term debt	$	334.5	$	334.9

As of March 31, 2022 and December 31, 2021, the effective interest rate on the 2021 Term Loan borrowings was 4.26% and 3.75%, respectively.

The 2021 Credit Agreement is secured by substantially all of the assets of Signify and its subsidiaries. The 2021 Credit Agreement contains customary representations and warranties as well as customary affirmative and negative covenants and events of default. Negative covenants include, among others (and in each case subject to certain exceptions), limitations on incurrence of liens by Signify and its restricted subsidiaries, limitations on incurrence of indebtedness by Signify and its restricted subsidiaries, limitations on making dividends and other distributions, limitations on engaging in asset sales, limitation on making investments, limitations on engaging in transactions with affiliates. As a result of these restrictions, substantially all of the subsidiary net assets are deemed restricted as of December 31, 2021. Additionally, the 2021 Credit Agreement includes a requirement that the consolidated first lien net leverage ratio (as defined in the 2021 Credit Agreement) as of the end of any fiscal quarter is not greater than 4.50 to 1.00 if on the last day of such fiscal quarter the Revolving Facility and letters of credit outstanding exceeds 35% of the total amount of Revolving Facility commitments at such time. As of March 31, 2022, we were in compliance with all financial covenants.

We currently have no borrowings outstanding under the Revolving Facility. As of March 31, 2022, we had $172.8 million available borrowing capacity under the Revolving Facility, as the borrowing capacity is reduced by outstanding letters of credit.

The aggregate principal maturities of long-term debt due subsequent to March 31, 2022 are as follows:

	(in millions)
Remainder of 2022	$	2.6
2023	3.5
2024	3.5
2025	3.5
2026	3.5
Thereafter	331.7
	$	348.3

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Fair Value Measurements

3 Months Ended

Mar. 31, 2022

Fair Value Disclosures [Abstract]

Fair Value Measurements

Fair Value Measurements

Assets and liabilities measured at fair value on a recurring basis were as follows:

		March 31, 2022
Balance Sheet Classification	Type of Instrument	Level 1		Level 2		Level 3		Total
		(in millions)
Cash equivalents	Money market funds	$	200.0	$	—	$	—	$	200.0
Customer EAR liability	Customer equity appreciation rights	—		—		82.7		82.7
Customer EAR liability	EAR letter agreement	—		—		1.3		1.3
Contingent consideration	Consideration due to sellers	—		—		30.6		30.6
		December 31, 2021
Balance Sheet Classification	Type of Instrument	Level 1		Level 2		Level 3		Total
		(in millions)
Cash equivalents	Money market funds	$	400.1	$	—	$	—	$	400.1
Customer EAR liability	Customer equity appreciation rights	—		—		48.6		48.6
Contingent consideration	Consideration due to sellers	—		—		—		—

There were no transfers between Level 1 and Level 2, or into or out of Level 3, during the three months ended March 31, 2022 or 2021.

Fair value of assets measured on a non-recurring basis include intangible assets when there is an impairment triggering event. See Note 8 Intangible Assets.

The changes in Level 3 liabilities measured at fair value on a recurring basis were as follows:

Contingent Consideration

	Three months ended March 31,
	2022		2021
	(in millions)
Beginning of period	$	—	$	15.2
Payment of contingent consideration	—		—
Initial measurement of contingent consideration due to sellers	30.5		—
Remeasurement of contingent consideration included in selling, general and administrative expense	0.1		0.2
Balance at end of period	$	30.6	$	15.4

Customer equity appreciation rights

	Three months ended March 31,
	2022		2021
	(in millions)
Beginning of period	$	48.6	$	21.6
Grant date fair value estimate recorded as reduction to revenue	4.9		4.9
Grant date fair value estimate of EAR letter agreement recorded as reduction to revenue	1.6		—
Remeasurement of fair value of customer EAR agreements included in other expense (income), net	29.2		56.8
Remeasurement of fair value of EAR letter agreement, included in other expense (income), net	(0.3)		—
Balance at end of period	$	84.0	$	83.3

The valuation techniques and significant unobservable inputs used in recurring Level 3 fair value measurements were as follows as of March 31, 2022:

	Fair Value (in millions)		Valuation Technique	Significant Unobservable Inputs	Assumption
Customer equity appreciation rights	$	82.7	Monte Carlo	Volatility	55.0%
				Dividend yield	0%
				Risk-free rate	2.43%
				Expected term (years)	3.25
EAR Letter Agreement	$	1.3	Monte Carlo	Volatility	55.0%
				Dividend yield	0%
				Risk-free rate	2.43%
				Expected term (years)	3.25
Consideration due to sellers	$	30.6	Black-Scholes	Volatility	13.5%
				Discount Rate	2.30%
				Risk Free Rate	0.51%
				Credit Spread	4.90%
				Expected term (years)	1.58
Consideration due to sellers	$	—	Discounted approach	Discount Rate	5.0%

Fair value of the contingent consideration related to the Caravan Health acquisition (see Note 4. Business Combinations) was measured using the Black-Scholes option pricing model, which uses certain assumptions to estimate the fair value, including long-term financial forecasts, expected term until payout, volatility, discount rate, credit spread, and risk-free rate. The expected volatility and discount rate as of the acquisition date were calculated using comparable peer companies, adjusted for Caravan Health’s operational leverage. The risk-free interest rate is based on the U.S. Treasury rates that are commensurate with the term of the contingent consideration. As of March 31, 2022, the amount recognized for the contingent consideration arrangement, the range of outcomes, and the assumptions used to develop the estimates did not change compared to those used to estimate Caravan Health’s initial fair value.

The valuation techniques and significant unobservable inputs used in recurring Level 3 fair value measurements were as follows as of December 31, 2021:

	Fair Value (in millions)		Valuation Technique	Significant Unobservable Inputs	Assumption
Customer equity appreciation rights	$	48.6	Monte Carlo	Volatility	50.0%
				Dividend yield	0%
				Risk-free rate	1.05%
				Expected term (years)	3.5

	Fair Value (in millions)		Valuation Technique	Significant Unobservable Inputs	Discount Rate
Consideration due to sellers	$	—	Discounted approach	Discount Rate	5.0%

The fair value of our debt is measured at Level 3 and is determined based on fluctuations in current interest rates, the trends in market yields of debt instruments with similar credit ratings, general economic conditions and other quantitative and qualitative factors. The carrying value of our debt approximates its fair value as it is variable-rate debt.

The carrying amounts of accounts receivable and accounts payable approximate their fair value because of the relatively short-term maturity of these instruments.

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Shareholders' Equity

3 Months Ended

Mar. 31, 2022

Equity [Abstract]

Shareholders' Equity

Shareholders’ Equity

See Note 1 Nature of Operations for details of the Reorganization Transactions effective in February 2021 in connection with our IPO.

Initial Public Offering

On February 16, 2021, Signify Health closed an IPO of 27,025,000 shares of its Class A common stock at a public offering price of $24 per share, which included 3,525,000 shares issued pursuant to the full exercise of the underwriters’ over-allotment option. Signify Health received gross proceeds of $648.6 million, which resulted in net cash proceeds of $609.7 million after deducting underwriting discounts and commissions of $38.9 million and before fees and expenses incurred in connection with the IPO incurred and paid for by Cure TopCo. Signify Health used the proceeds to purchase newly-issued membership interests from Cure TopCo at a price per interest equal to the IPO price of its Class A common stock, net of the underwriting discounts and commissions.

Amendment and Restatement of Certificate of Incorporation

In connection with the Reorganization Transactions and IPO, our certificate of incorporation was amended and restated to, among other things, authorize the issuance of two classes of common stock: Class A common stock and Class B common stock. The Amended and Restated Certificate of Incorporation authorizes 1,000,000,000 shares of Class A common stock, par value $0.01 per share and 75,000,000 shares of Class B common stock, par value $0.01 per share. The Amended and Restated Certificate of Incorporation also authorizes up to 50,000,000 shares of preferred stock, par value of $0.01 per shares, none of which have been issued.

Class A Common Stock

Holders of shares of Class A common stock are entitled to one vote for each share held of record on all matters on which stockholders are entitled to vote generally, including the election or removal of directors. The holders of Class A common stock do not have cumulative voting rights in the election of directors.

Holders of shares of Class A common stock are entitled to receive dividends when and if declared by the board of directors out of funds legally available, subject to any statutory or contractual restrictions on the payment of dividends and to any restrictions on the payment of dividends imposed by the terms of any outstanding preferred stock.

Upon liquidation, dissolution or winding up and after payment in full of all amounts required to be paid to creditors and to the holders of preferred stock having liquidation preferences, if any, the holders of shares of Class A common stock will be entitled to receive pro rata our remaining assets available for distribution.

All shares of Class A common stock outstanding are fully paid and non-assessable. The Class A common stock are not subject to further calls or assessments. The rights, powers and privileges of Class A common stock are subject to those of the holders of any shares of preferred stock.

Class B Common Stock

Each share of Class B common stock entitles its holder to one vote per share on all matters submitted to a vote of the stockholders. If at any time the ratio at which LLC Units are redeemable or exchangeable for shares of Class A common stock changes from one-for-one, the number of votes to which Class B common stockholders are entitled will be adjusted accordingly. The holders of Class B common stock do not have cumulative voting rights in the election of directors.

Except for transfers to Signify Health pursuant to the Cure TopCo Amended LLC Agreement or to certain permitted transferees, the LLC Units and corresponding shares of Class B common stock may not be sold, transferred or otherwise disposed of. Holders of shares of Class B common stock will vote together with holders of Class A common stock as a single class on all matters on which stockholders are entitled to vote, except as otherwise required by law.

The Class B common stock is not entitled to economic interests in Signify Health. Holders of Class B common stock do not have any right to receive dividends or to receive a distribution upon a liquidation or winding up of Signify Health. However, if Cure TopCo makes distributions to Signify Health, the other holders of LLC Units, including the Continuing Pre-IPO LLC Members, will be entitled to receive distributions pro rata in accordance with the percentages of their respective LLC Units. The Class B common stock is not subject to further calls or assessment.

Cure TopCo, LLC Recapitalization

As noted above, in connection with our IPO, the limited liability company agreement of Cure TopCo was amended and restated (the “Cure TopCo LLCA”) to, among other things, convert all outstanding equity interests into LLC Units and appoint us as the sole managing member of Cure TopCo.

Under the Cure TopCo LLCA, holders of LLC Units have the right to require Cure TopCo to redeem all or a portion of their LLC Units for newly issued shares of our Class A common stock on a one-for-one basis or a cash payment equal to the volume-weighted average market price of one share of our Class A common stock for each LLC Unit redeemed. This will result in the recognition of a contingently redeemable noncontrolling interest in Cure TopCo held by the Continuing Pre-IPO LLC Members, which will be redeemable, at the election of Signify Health, for shares of Class A common stock on a one-for-one basis or a cash payment in accordance with the terms of the Cure TopCo LLCA and which, if the redeeming member is an affiliate, the decision to redeem in cash or shares will be approved by the disinterested members of the Audit Committee.

Cure TopCo Membership Units

The LLC Units of Cure TopCo do not have voting interests in Cure TopCo. The LLC Units do have rights with respect to the profits and losses and distributions of Cure TopCo as set forth in the Cure TopCo LLCA.

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Noncontrolling Interest

3 Months Ended

Mar. 31, 2022

Noncontrolling Interest [Abstract]

Noncontrolling Interest

Noncontrolling InterestWe are the sole manager of Cure TopCo and, as a result of this control, and because we have a substantial financial interest in Cure TopCo, we consolidate the financial results of Cure TopCo into our Condensed Consolidated Financial Statements. The contingently redeemable noncontrolling interest represents the economic interests of Cure TopCo held by the holders of LLC Units other than the membership units held by us. Income or loss is attributed to

the noncontrolling interests based on the relative percentages of LLC Units held by us and the other holders of LLC Units during the period. As such, future redemptions or direct exchanges of LLC Units will result in a change in ownership and reduce or increase the amount recorded as noncontrolling interests and increase or decrease additional paid-in capital in the Condensed Consolidated Balance Sheets.

The following table summarizes the ownership interests in Cure TopCo as of March 31, 2022:

	LLC Units	Ownership Percentage
Number of LLC Units held by Signify Health, Inc.	176,232,513	75.5%
Number of LLC Units held by noncontrolling interests	57,313,051	24.5%
Total LLC Units outstanding	233,545,564	100.0%

LLC Units held by the Continuing Pre-IPO LLC Members are redeemable or exchangeable for, at our election and with appropriate approvals, newly issued shares of Class A common stock on a one-for-one basis or a cash payment in accordance with the terms of the Cure TopCo LLCA.

During the three months ended March 31, 2022, 18,076 LLC units were exchanged by Continuing Pre-IPO LLC Members, and shares of Class A common stock were issued on a one-for-one basis.

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Equity-Based Compensation

3 Months Ended

Mar. 31, 2022

Share-based Payment Arrangement [Abstract]

Equity-Based Compensation

Equity-Based Compensation

On March 1, 2022, our Board of Directors approved amendments to certain outstanding equity award agreements subject to performance-based vesting criteria. The equity awards were amended with an effective date of March 7, 2022, and include 3,572,469 outstanding LLC Incentive Units and 817,081 outstanding stock options. The amendments added an alternative two-year service-vesting condition to the performance-vesting criteria, which, through the effective date of the amendment, were considered not probable of occurring and therefore we had not previously recorded any expense related to these awards. The amended equity awards will now vest based on the satisfaction of the earlier to occur of 1) a two year service condition, with 50% vesting in each of March 2023 and March 2024 or 2) the achievement of the original performance vesting criteria. As a result of this amendment, which results in vesting that is considered probable of occurring, we began to record equity-based compensation expense for these amended equity awards in March 2022. The equity-based compensation expense related to these amended awards is based on the fair value as of the effective date of the amended equity awards and will be recorded over the two year service period.

2021 Long-Term Incentive Plan

In January 2021, our Board of Directors adopted the 2021 Long-Term Incentive Plan (the “2021 LTIP”) which became effective in connection with the IPO and provides for the grant of equity-based awards to employees, consultants, service providers and non-employee directors. At inception, there were 16,556,298 shares of Class A common stock available for issuance under the 2021 LTIP. The share pool will be increased on the first day of each year by the least of (i) 14,191,113 shares of Class A common stock, (ii) 3% of the aggregate number of shares of Class A common stock and shares of Class B common stock outstanding (on a fully diluted basis) on the last day of the immediately preceding fiscal year and (iii) an amount determined by the Board of Directors. Any shares underlying substitute awards, shares remaining available for grant under a plan of an acquired company and awards (including pre-IPO awards (as defined in the 2021 LTIP)) that are forfeited, cancelled, expired, terminated or are otherwise lapsed, in whole or in part, or are settled in cash or withheld in respect of taxes, will become available for future grants under the 2021 LTIP. As of December 31, 2021 the total number of shares available for future issuance under the 2021 LTIP was 15,246,831. On January 1, 2022, the share pool was increased by 3% of the aggregate number of Class A common stock and Class B common stock outstanding, or 7,255,410 shares of Class A common stock pursuant to the automatic increase provision described herein.

Stock Options

The total fair value on March 7, 2022, the amendment effective date, based on a Black-Scholes value of $8.49, for the March 2022 amended stock options as described above, was $6.9 million, of which we recorded $0.2 million during the three months ended March 31, 2022. Subsequent to these amendments, there are no longer any stock options outstanding that are subject only to performance-based vesting conditions that are not probable of occurring.

The following is a summary of stock option activity for awards subject to time-based vesting for the three months ended March 31, 2022:

	Outstanding Options	Weighted average exercise price per share
Outstanding at December 31, 2021	4,926,357	$	9.98
Granted	4,375,060	$	14.72
Converted to time-based vesting	817,081	$	8.46
Forfeited	(201,710)	$	16.65
Exercised	(407,287)	$	3.86
Expired	(1,295)	$	7.39
Outstanding at March 31, 2022	9,508,206	$	12.15

Restricted Stock Units (“RSUs”)

A summary of restricted stock unit activity for the period presented is as follows:

	Restricted Stock Units	Weighted Avg. Grant Date FMV
Outstanding at December 31, 2021	602,745	$	18.37
Granted	2,936,040	$	14.13
Vested	(57,822)	$	23.84
Forfeited	(66,725)	$	16.77
Outstanding at March 31, 2022	3,414,238	$	14.66

Stock-based compensation expense

During the three months ended March 31, 2022, we recognized $3.1 million and $0.2 million, of equity-based compensation expense included in SG&A expense and Service expense, respectively, on the Condensed Consolidated Statements of Operations related to stock options and RSUs. During the three months ended March 31, 2021, we recognized $1.1 million of equity-based compensation expense included in SG&A expense on the Condensed Consolidated Statements of Operations related to stock options and RSUs.

As of March 31, 2022, we had total unrecognized compensation expense of $89.8 million related to 9,914,736 unvested time-based stock options and RSUs which we expect to recognize over a weighted average period of 1.9 years.

Employee Stock Purchase Plan

During the three months ended March 31, 2022, we recognized $0.1 million of equity-based compensation expense included in SG&A expense on the Condensed Consolidated Statements of Operations related to the ESPP.

LLC Incentive Units

The total fair value on the amendment date for the March 2022 amended LLC Incentive Units as described above was based on the closing stock price on the amendment date of $14.19, resulting in total fair value of $50.7 million, of which we recorded $1.7 million in equity-based compensation expense during the three months ended March 31, 2022.

As of March 31, 2022, 6,941,723 of the outstanding LLC units are unvested. This includes 2,279,916 that were not amended and remain subject to performance-based vesting criteria which were not probable of occurring as of March 31, 2022.

In addition to the expense noted above related to those awards amended in March 2022, during the three months ended March 31, 2022 and 2021, we recognized $1.3 million and $1.4 million, respectively, of equity-based compensation expense related to LLC Units included in SG&A expense on the Condensed Consolidated Statements of Operations, respectively.

As of March 31, 2022, there was $53.0 million of total unrecognized compensation expense related to unvested time-based Incentive Units expected to be recognized over a weighted average period of 1.0 year. Additionally, there was approximately $4.3 million of unrecognized compensation expense related to Incentive Units with performance-based vesting, in which the vesting conditions were not probable of occurring as of March 31, 2022.

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Loss Per Share

3 Months Ended

Mar. 31, 2022

Earnings Per Share [Abstract]

Loss Per Share

Loss Per ShareBasic loss per share of Class A common stock is computed by dividing net loss attributable to Signify Health by the weighted-average number of shares of Class A common stock outstanding during the period. Diluted loss per share of Class A common stock is computed by dividing net loss attributable to Signify Health by the weighted-average number of shares of Class A common stock outstanding adjusted to give effect to potentially dilutive securities.

The following table sets forth reconciliations of the numerators and denominators used to compute basic and diluted loss per share of Class A common stock for the three months ended March 31, 2022 and 2021. The basic and diluted loss per share for the three months ended March 31, 2021 only includes the period from February 12, 2021 to March 31, 2021, which represents the period wherein we had outstanding Class A common stock.

	Three months ended March 31,
	2022		2021
	(in millions)
Net loss	$	(16.3)	$	(51.7)
Less: Net loss attributable to pre-Reorganization Transactions	—		(17.2)
Less: Net loss attributable to the noncontrolling interest	(5.4)		(11.3)
Net loss attributable to Signify Health, Inc.	$	(10.9)	$	(23.2)
Weighted average shares of Class A common stock outstanding - Basic	172,761,665		165,486,015
Earnings (loss) per share of Class A common stock - Basic	$	(0.06)	$	(0.14)
Earnings (loss) per share of Class A common stock - Diluted	$	(0.06)	$	(0.14)

Shares of Class B common stock do not participate in our earnings or losses and are therefore not participating securities. As such, separate presentation of basic and diluted loss per share of Class B common stock under the two-class method has not been presented. Shares of our Class B common stock and the corresponding LLC Units are, however, considered potentially dilutive shares of Class A common stock. LLC Units of Cure TopCo participate in the earnings of Cure TopCo and therefore, our portion of Cure TopCo’s earnings (loss) per share has been included in the net loss attributable to Signify Health in the calculation above. LLC Units held by the Continuing Pre-IPO LLC Members are redeemable in accordance with the Cure TopCo LLCA, at the election of Signify Health, for shares of Class A common stock on a one-for-one basis or a cash payment.

The potential dilutive effect of LLC Units are evaluated under the if-converted method. The potential dilutive effect of stock options and RSUs are evaluated under the treasury stock method.

The following table summarizes the stock options, RSUs and LLC Units that were anti-dilutive for the periods indicated. The effects of each would have been anti-dilutive as we recorded a net loss in each of the periods. As a result, these shares, which were outstanding, were excluded from the computation of diluted loss per share for the periods indicated.

	Three months ended March 31,
	2022	2021
Antidilutive Shares:
Stock Options	9,508,206	6,903,584
RSUs	3,414,238	66,328
LLC Units	57,313,051	57,622,302

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Transaction-related Expenses	3 Months Ended
	Mar. 31, 2022
Other Income and Expenses [Abstract]
Transaction-related Expenses	Transaction-related ExpensesDuring the three months ended March 31, 2022, we incurred $3.2 million of transaction-related expenses in connection with the acquisition of Caravan Health and other corporate development activities, such as potential mergers and acquisitions, strategic investments and other similar activities. These transaction-related expenses primarily related to consulting and other professional services expenses, as well as certain integration-related expenses following the acquisition of Caravan Health.For the three months ended March 31, 2021, we incurred $0.9 million of transaction-related expenses related to expenses incurred in connection with corporate development activities, such as potential mergers and acquisitions, strategic investments and other similar activities. These transaction-related expenses related to consulting, compensation, and integration-type expenses. Additionally, for the three months ended March 31, 2021, we incurred $4.7 million of costs in connection with our IPO.

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Commitment and Contingencies

3 Months Ended

Mar. 31, 2022

Commitments and Contingencies Disclosure [Abstract]

Commitments and Contingencies

Commitments and Contingencies

Letters of Credit

As of March 31, 2022, we had outstanding letters of credit totaling $12.2 million, including $3.0 million related to leased properties and $9.2 million in favor of CMS, which are required in the event of a negative outcome on certain episodes of care within the BPCI-A program and we do not settle the related amounts owed to CMS. This amount reduces the borrowing amount available to us under our Revolving Facility as of March 31, 2022. See Note 12 Long-Term Debt for the total value of letters of credit under this facility. However, the terms of BPCI-A also require that certain partners provide a related reciprocal letter of credit for the majority of this amount. In February 2022, the entire $8.8 million of the reciprocal letters of credit were released as a result of collateral being available under the new credit agreement.

Contingencies

Liabilities for loss contingencies arising from claims, assessments, litigation, fines, penalties and other sources are recorded when it is probable a liability has been incurred and the amount of the liability can be reasonably estimated. We are involved in various lawsuits, claims and administrative proceedings arising in the normal course of business. In management’s opinion, the ultimate resolution of these matters will not materially adversely affect our financial position, results of operations or cash flows.

Sales Tax Reserve

During the year ended December 31, 2019, it was determined that certain Episodes of Care Services may be subject to sales tax in certain jurisdictions. Historically, we had not collected sales tax from our Episodes of Care Services customers as we believed the services were not taxable. As of March 31, 2022 and December 31, 2021, we had a liability of $1.8 million and $1.6 million, respectively, for potential sales tax exposure related to services performed in 2016 through the second quarter of 2020, included in other current liabilities on the Condensed Consolidated Balance Sheets. During the three months ended March 31, 2022, we received final audit settlement with certain states that led to $0.2 million recorded as an increase to SG&A expense on the Condensed Consolidated Statement of Operation. We are in the process of settling the remaining potential exposure with the various states and we began collecting sales tax from customers in the second quarter of 2021 for 2020 services.

Equity Appreciation Rights

As of March 31, 2022, there was approximately $14.8 million of original grant date fair value unrecognized related to the original customer EAR agreements, which we expect to record as a reduction of revenue through the end of 2022. We remeasure the fair value of the outstanding EAR agreements at the end of each reporting period and record any changes in fair value to other expense (income), net in our Condensed Consolidated Statement of Operations. See Note 13 Fair Value Measurements for changes in estimated fair value and valuation techniques used to estimate the EAR.

In December 2021, we and our customer agreed to extend our existing commercial arrangements through the middle of 2026 and established targets for the minimum number of IHEs to be performed on behalf of the customer each year (the “Volume Targets”). We also entered into a letter agreement (the “EAR Letter Agreement”) with the customer that provides that, in the event of a change in control of the Company or certain other corporate transactions, and subject to achievement of the Volume Targets, if the aggregate amount paid under the EARs prior to and in connection with such event (the “Aggregate EAR Value”) is less than $118.5 million, then the customer will be paid the difference between $118.5 million and the Aggregate EAR Value. The EAR Letter Agreement is a separate equity value-linked instrument, independent from the original EARs. The grant date fair value is

determined based on an option pricing model. Similar to the original EARs, we will record the initial grant date fair value as a reduction to revenue over the performance period, beginning in 2022. Estimated changes in fair market value will be recorded each accounting period based on management’s current assumptions related to the underlying valuation approaches as other (income) expense, net on the Condensed Consolidated Statement of Operations. The grant date fair value of the EAR Letter Agreement was estimated to be $76.2 million and will be recorded as a reduction of revenue through June 30, 2026, coinciding with the service period. As of March 31, 2022, there was approximately $74.6 million of original grant date fair value unrecognized related to the EAR Letter Agreement, which we expect to record as a reduction of revenue as follows:

Remainder of 2022	$	4.7
2023	20.0
2024	20.0
2025	19.9
2026	10.0
Total	$	74.6

We remeasure the fair value of the outstanding EAR Letter Agreement at the end of each reporting period and record any changes in fair value to other expense (income), net in our Condensed Consolidated Statement of Operations. See Note 13 Fair Value Measurements for changes in estimated fair value and valuation techniques used to estimate the fair value of the EAR Letter Agreement.

Synthetic Equity Plan

In connection with our IPO in February 2021, the Synthetic Equity Plan (“SEP”) was amended to, among other things, remove the change in control payment condition and provide for cash settlement upon each vesting event based on a 30 trading day volume weighted average price of our Class A common shares. Prior to this amendment, the vesting criteria were not probable of occurring and we had not recognized any compensation expense related to these awards. Concurrent with the February 2021 amendment, we began to record compensation expense and a current liability beginning in the first quarter of 2021 related to outstanding synthetic equity awards (“SEUs”) subject to time-based vesting. The liability and expense are adjusted each reporting period based upon actual cash settlements and the underlying value of our Class A common stock. The SEU liability is included in accounts payable and accrued expenses on our Condensed Consolidated Balance Sheet. We have not recorded any expense related to the outstanding SEUs subject to performance-based vesting as the vesting criteria were not probable of occurring as of March 31, 2022. Most of the outstanding SEUs subject to performance-based vesting were amended in March 2022, to add a time-based vesting component and therefore, we began recognizing compensation expense related to these outstanding SEUs over the amended service period.

As of March 31, 2022, 198,668 SEUs were subject to time-based vesting and 9,152 synthetic equity units outstanding are subject to performance-based vesting.

The following table summarizes the change in the SEU liability:

	Three months ended March 31,
	2022		2021
	(in millions)
Balance at beginning of period	$	0.2	$	—
SEU expense included in service expense	—		0.5
SEU expense included in SG&A expense	0.1		1.0
Cash payments	(0.1)		(0.8)
Balance at end of period	$	0.2	$	0.7

Contingent ConsiderationAs of March 31, 2022, we recorded $30.6 million in long-term contingent consideration on our Condensed Consolidated Balance Sheets related to potential payments due upon the completion of certain performance targets in connection with our acquisition of Caravan Health in March 2022. See Note 4 Business Combinations. If contingent milestones are achieved under the terms of the Merger Agreement, we expect to make any payments due during the second half of 2023

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Income Taxes

3 Months Ended

Mar. 31, 2022

Income Tax Disclosure [Abstract]

Income Taxes

Income Taxes

Income tax benefit for the three months ended March 31, 2022 and 2021, was $6.0 million and $9.9 million, respectively. Our effective tax rate for the three months ended March 31, 2022 was 27.0% compared to 16.1% for the three months ended March 31, 2021. Our effective tax rate for the three months ended March 31, 2022 is higher than the U.S. Federal statutory rate of 21% primarily due to state taxes and non-deductible items partially offset by amounts not subject to income taxes related to the non-controlling interest. Our effective tax rate for the three months ended March 31, 2021 was less than the U.S. Federal statutory rate of 21% primarily due to not being subject to income taxes on the portion of earnings that are attributable to the non-controlling interest and loss in the pre-reorganization period partially offset by state taxes.

Uncertain Tax Provisions

We evaluate and account for uncertain tax positions taken or expected to be taken on an income tax return using a two-step approach. Step one, recognition, occurs when we conclude that a tax position, based solely on its technical merits, is more-likely-than-not to be sustainable upon examination. Step two, measurement, determines the amount of benefit that is greater than 50% likely to be realized upon ultimate settlement with a taxing authority that has full knowledge of all relevant information. Derecognition of a tax position that was previously recognized would occur when we subsequently determine that a tax position no longer meets the more likely-than-not threshold of being sustained. We record interest (and penalties where applicable), net of any applicable related income tax benefit, on potential income tax contingencies as a component of the income tax provision.

We have evaluated our tax positions and have identified uncertain tax positions for which a reserve should be recorded. Accordingly, a provision for uncertainties in income taxes of $0.3 million has been recorded and is included in other noncurrent liabilities on our Condensed Consolidated Balance Sheet as of March 31, 2022.

Tax Receivable Agreement

In February 2021, in connection with the Reorganization Transactions and IPO, we entered into the Tax Receivable Agreement (the “TRA”), which obligates us to make payments to the Continuing Pre-IPO LLC Members, the Reorganization Parties, Optionholders (as defined in the TRA) of the Blocker Companies at the time of the Mergers, holders of synthetic equity units and any future party to the TRA (collectively, the “TRA Parties”) in the aggregate generally equal to 85% of the applicable cash savings that we actually realize as a result of (i) certain favorable tax attributes acquired from the Blocker Companies in the Mergers (including net operating losses, the Blocker Companies’ allocable share of existing tax basis and refunds of Blocker Company taxes attributable to pre-Merger tax periods), (ii) increases in our allocable share of existing tax basis and tax basis adjustments that may result from (x) future redemptions or exchanges of LLC Units by Continuing Pre-IPO LLC Members for cash or Class A common stock, (y) the IPO Contribution and (z) certain payments made under the TRA and (iii) deductions in respect of interest and certain compensatory payments made under the TRA. We will retain the benefit of the remaining 15% of these tax savings.

As of March 31, 2022, we had a liability of $56.3 million related to the projected obligations under the TRA. TRA related liabilities are classified as current or noncurrent based on the expected date of payment. During the three months ended March 31, 2022, we recorded an immaterial increase in the TRA liability. As of March 31, 2022, there are no amounts due within 12 months and therefore the entire liability is included in Tax receivable agreement liability within noncurrent liabilities on our Condensed Consolidated Balance Sheet.

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Segment Reporting

3 Months Ended

Mar. 31, 2022

Segment Reporting [Abstract]

Segment Reporting

Segment Reporting

Operating segments are components of an enterprise for which separate financial information is available and evaluated regularly by our Chief Operating Decision Maker in deciding how to allocate resources and in assessing financial performance. Management views our operating performance in two reportable segments: Home & Community Services and Episodes of Care Services.

We evaluate the performance of each segment based on segment revenue and adjusted EBITDA. The operating results of the reportable segment are based on segment adjusted EBITDA, which includes revenue and expenses incurred by the segment, as well as an allocation of shared expenses. Shared expenses are generally allocated to each segment based on the segments’ proportionate employee headcount. Certain costs are not allocated to the segments, as described below, as these items are not considered in evaluating the segment’s overall performance.

See Note 6 Revenue Recognition for a summary of segment revenue by product type for the three months ended March 31, 2022 and 2021. Our operating segment results for the periods presented were as follows:

	Three months ended March 31,
	2022		2021
	(in millions)
Revenue
Home & Community Services	$	186.9	$	152.4
Episodes of Care Services	29.6		27.6
Segment Adjusted EBITDA
Home & Community Services	55.9		41.1
Episodes of Care Services	(10.9)		(6.7)
Less: reconciling items to loss before income taxes:
Unallocated costs (1)	45.3		72.5
Depreciation and amortization	18.0		16.7
Interest expense	4.0		6.8
Loss before income taxes	$	(22.3)	$	(61.6)
(1) Unallocated costs as follows:
Other (income) expense, net (2)	28.8		56.7
Equity-based compensation	6.5		2.5
SEU Expense	0.1		1.5
Customer equity appreciation rights	6.5		4.9
Transaction-related expenses	3.2		5.6
Non-allocated costs (3)	0.2		1.3
Total unallocated costs	$	45.3	$	72.5

(2) Other (income) expense, net includes the remeasurement of the fair value of the outstanding customer EARs and EAR Letter Agreement as well as interest and dividends earned on cash and cash equivalents.

(3) Non-allocated costs included remeasurement of contingent consideration and certain non-recurring expenses, including those associated with the closure of certain facilities, the sale of certain assets, one-time expenses related to the COVID-19 pandemic and the early termination of certain contracts. These costs are not considered by our Chief Operating Decision Maker in making resource allocation decisions.

Our Chief Operating Decision Maker does not receive or utilize asset information to evaluate performance of operating segments. Accordingly, asset-related information has not been presented.

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Concentrations

3 Months Ended

Mar. 31, 2022

Risks and Uncertainties [Abstract]

Concentrations

Concentrations

During the normal course of operations, we maintain cash in bank accounts which exceed federally insured amounts. We have not experienced any losses in such accounts and do not believe we are exposed to any significant credit risk related to cash.

Accounts receivable potentially subject us to concentrations of credit risk. Management believes that its contract acceptance, billing and collection policies are adequate to minimize potential credit risk. We continuously evaluate the credit worthiness of our customers’ financial condition and generally do not require collateral.

We are dependent on a concentrated number of payors and provider partners with whom we contract to provide IHEs and other services. A significant portion of our revenues are generated from a small number of customers. Our largest customers accounted for the following percentages of total net revenue:

	Three months ended March 31,
	2022		2021
Customer A	35	%	26	%
Customer B	29	%	30	%
Customer C	*		10	%

*Revenue from this customer was less than 10% of total net revenue during the period noted.

In addition, the revenue from our top ten customers accounted for approximately 84% of our total revenue for the three months ended March 31, 2022.

As of March 31, 2022, we had three customers which accounted for approximately 27%, 19% and 10%, respectively, of accounts receivable. As of March 31, 2021, we had three customers which accounted for approximately 18%, 12%, and 10%, respectively, of accounts receivable.

While CMS is not our customer, a majority of the revenue generated by Episodes of Care Services is under the CMS administered BPCI-A program and payments are received under this program in certain cases from CMS rather than directly from the customer. During the three months ended March 31, 2022, approximately 10% of total consolidated revenue was generated from the BPCI-A program.

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Related Party Transactions	3 Months Ended
	Mar. 31, 2022
Related Party Transactions [Abstract]
Related Party Transactions	Related Party TransactionsIn connection with the Reorganization Transactions, we entered into several agreements with various parties including Cure TopCo, New Mountain Capital and its affiliates, certain members of management and other shareholders. These include the Reorganization Agreement, the Cure TopCo, LLC Agreement, the TRA, the Registration Rights Agreement and the Stockholders' Agreement, all of which are fully described in our 2021 Annual Report on Form 10-K. See Note 1 Nature of Operations for further details on the Reorganization Transactions. See Note 14 Shareholders' Equity for additional information on the Cure TopCo, LLC Recapitalization. See Note 20 Income Taxes for additional information on the TRA.

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Subsequent Events	3 Months Ended
	Mar. 31, 2022
Subsequent Events [Abstract]
Subsequent Events	Subsequent Events Effective April 1, 2022, we entered into a new lease agreement for a facility in Galway, Ireland. The lease term is 15 years with an option to terminate after 10 years, and total lease payments are expected to be approximately $7.0 million over 10 years, or $11.1 million over 15 years.

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Significant Accounting Policies (Policies)

3 Months Ended

Mar. 31, 2022

Accounting Policies [Abstract]

Basis of Presentation

Basis of Presentation

These Condensed Consolidated Financial Statements are unaudited and have been prepared by us in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and following the rules and regulations of the Securities and Exchange Commission (the “SEC”). The financial statements included in this report should be read in conjunction with the Company’s audited financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2021. In our opinion, they reflect all adjustments, including normal recurring items, that are necessary to present fairly the results of interim periods. Certain information and footnote disclosures normally included in annual financial statements prepared in accordance with GAAP have been condensed or omitted as permitted by such rules and regulations; however, we believe that the disclosures are adequate to make the information presented not misleading. Operating results for the periods presented herein are not necessarily indicative of the results that may be expected for future interim periods or the entire fiscal year. Our quarterly results of operations, including our revenue, income from operations, net loss and cash flows, have varied and may vary significantly in the future, and period-to-period comparisons of our results of operations may not be meaningful. Accordingly, our interim results should not be relied upon as an indication of future performance.

Consolidation

For the periods subsequent to the Reorganization Transactions effective February 12, 2021, the Condensed Consolidated Financial Statements represent Signify Health and our consolidated subsidiaries, including Cure TopCo. For the periods prior to the Reorganization Transactions, the condensed consolidated financial statements represent Cure TopCo and its consolidated subsidiaries, see Note 1 Nature of Operations. Signify Health was formed for the purpose of the IPO, which was effective in February 2021 and had no activities of its own prior to such date. We are a holding company and our sole material asset is a controlling ownership interest in Cure TopCo.

The Condensed Consolidated Financial Statements include the accounts and financial statements of our wholly-owned subsidiaries and variable interest entities (“VIE”s) where we are the primary beneficiary. See Note 5 Variable Interest Entities. Results of operations of VIEs are included from the dates we became the primary beneficiary. All intercompany balances and transactions have been eliminated in consolidation.

Use of Estimates

Use of Estimates

The accompanying Condensed Consolidated Financial Statements have been prepared in conformity with GAAP, which requires management to make estimates and assumptions affecting the reported amounts in our Condensed Consolidated Financial Statements and accompanying notes. These estimates are based on information available as of the date of the Condensed Consolidated Financial Statements; therefore, actual results could differ from those estimates. The significant estimates underlying our Condensed Consolidated Financial Statements include revenue recognition; allowance for doubtful accounts; recoverability of long-lived assets, intangible assets and goodwill; loss contingencies; accounting for business combinations, including amounts assigned to definite and indefinite lived intangible assets and contingent consideration; customer equity appreciation rights; and equity-based compensation.

As of March 31, 2022, the COVID-19 pandemic continues to evolve and impact our Episodes of Care Services segment due to the passage of time between episode initiation and the performance and subsequent recognition of revenue for our services; See Note 3 The COVID-19 Pandemic. As a result, many of our estimates and assumptions have required increased judgment and carry a higher degree of variability and volatility. As events continue to evolve and additional information becomes available, our estimates may change materially in the future.

Comprehensive Income (Loss)

Comprehensive Income (Loss)

We have not identified any incremental items that would be considered a component of comprehensive income (loss) and accordingly a statement of comprehensive income (loss) is not reflected in the Condensed Consolidated Financial Statements because net loss and comprehensive loss are the same.

Restricted Cash

Restricted Cash

Under our Master Agreement with the Centers for Medicare and Medicaid Services (“CMS”), we were required to place certain funds in escrow for the benefit of CMS. These amounts, known as a Secondary Repayment Source

(“SRS”), were primarily based on the size of our participation in the legacy CMS Bundled Payments for Care Improvement (“BPCI”) program, the predecessor program of the Bundled Payments for Care Improvement - Advanced initiative (“BPCI-A”). These funds were available to CMS as a supplemental payment source if we failed to pay amounts owed to CMS. Under the agreement, the funds are returned to us 18 months after the conclusion of the effective period of the CMS Master Agreement, or when all financial obligations to CMS are fulfilled. As of December 31, 2021, there was $0.5 million in the SRS account included in restricted cash on the Condensed Consolidated Balance Sheets related to BPCI-A, all of which was released in the first quarter 2022.

We also withhold a portion of shared savings to customers in a “holding pool” to cover any potential subsequent negative adjustments through CMS’s subsequent reconciliation true-up process. These funds are distributed to customers following the final true-up if there is no negative adjustment. These amounts represent consideration payable to the customer and therefore have reduced revenue in the period earned. The funds have been received by us from CMS and are held in a separate cash account, included as restricted cash on the Condensed Consolidated Balance Sheets. Since the funds are payable to the customer at the point the final CMS true-up is made or a negative adjustment is due to us, the amounts are also included in accounts payable and accrued expenses on the Condensed Consolidated Balance Sheets. As of March 31, 2022 and December 31, 2021, there was $1.8 million and $5.2 million of restricted cash in the holding pool, respectively.

In addition, as of March 31, 2022 we hold $0.5 million in a separate cash account, included as restricted cash on the Condensed Consolidated Balance Sheets, in relation to an accountable care organization (“ACO”) owned by Caravan Health. This ACO is part of a risk model under the CMS Medicare Shared Savings Program (“MSSP”) program where it shares in both the savings and losses. The ACO has a master letter of credit with CMS as the recipient where the letter of credit is used as protection against unpaid losses, should the ACO fail to remit payment in the event that losses occur. The letter of credit is collateralized by the ACO members, by either cash remitted or subordinated letters of credit. This restricted cash will only be used if an ACO member fails to remit payment in connection with a subordinated letter of credit.

Accounts Receivable

Accounts ReceivableAccounts receivable primarily consist of amounts due from customers and CMS and are stated at their net realizable value. Management evaluates all accounts periodically and an allowance is established based on the latest information available to management. Management considers historical realization data, accounts receivable aging trends and other operational trends to estimate the collectability of receivables. After all reasonable attempts to collect a receivable have been exhausted, the receivable is written off against the allowance for doubtful accounts.

Advertising and Marketing Cost

Advertising and Marketing CostsAdvertising and marketing costs are included in selling, general and administrative expenses (“SG&A”) and are expensed as incurred.

Accounting for Leases

Accounting for Leases

We lease various property and equipment, with the majority of our leases consisting of real estate leases. Effective January 1, 2022, we adopted ASC Topic 842 Leases (“ASC 842”). Under ASC 842, a lease is a contract, or part of a contract, that conveys the right to control the use of identified property, plant or equipment for a period of time in exchange for consideration. Our contracts determined to be or contain a lease include explicitly or implicitly identified assets where we have the right to substantially all of the economic benefits of the assets and we have the

ability to direct how and for what purpose the assets are used during the lease term. Leases are classified as either operating or financing. All of our leases meet the criteria to be classified as operating leases. For operating leases, we recognize a lease liability equal to the present value of the remaining lease payments, and a right of use asset equal to the lease liability, subject to certain adjustments, such as prepaid rents, initial direct costs and lease incentives received from the lessor. We use the incremental borrowing rate to determine the present value of the lease payments. The incremental borrowing rate is the rate of interest that we would have to borrow on a collateralized basis over a similar term for an amount equal to the lease payments in a similar economic environment.

Certain of our leases include variable lease costs to reimburse the lessor for real estate tax and insurance expenses and certain non-lease components that transfer a distinct service to us, such as common area maintenance services. We have elected not to separate the accounting for lease components and non-lease components for all leased assets.

We sublease portions of our office space where we do not use the entire space for our operations. Sublease income is recorded as a reduction of lease expense.

Recent Accounting Pronouncements

Recent Accounting Pronouncements

Recently Adopted

In February 2016, the FASB issued ASU 2016-02, Leases (ASC 842) which requires lessees to recognize leases on the balance sheet by recording a right-of-use asset and lease liability. This guidance is effective for non-public entities for annual reporting periods beginning after December 15, 2021. We adopted this new guidance as of January 1, 2022 and applied the transition option, whereby prior comparative periods will not be retrospectively presented in the consolidated financial statements. We elected the package of practical expedients not to reassess prior conclusions related to contracts containing leases, lease classification and initial direct costs and the lessee practical expedient to combine lease and non-lease components for all asset classes. We made a policy election to not recognize right-of-use assets and lease liabilities for short-term leases for all asset classes. See Note 8 Leases.

In October 2021, the FASB issued ASU 2021-08, Business Combinations (Topic 805) Accounting for Contract Assets and Contract Liabilities from Contracts with Customers (“ASU 2021-08”) which requires that an entity (acquirer) recognize and measure contract assets and contract liabilities acquired in a business combination in accordance with Topic 606. ASU 2021-08 is effective for public entities for fiscal years beginning after December 15, 2022, including interim periods within those fiscal years, and should be applied prospectively to business combinations occurring on or after the effective date of the amendments. We elected to early adopt this new guidance for interim periods in 2022 beginning with the Caravan Health acquisition on March 1, 2022. We measured the acquired contract assets and liabilities in accordance with Topic 606. See Note 4 Business Combinations.

In November 2021, the FASB issued ASU 2021-10, Government Assistance (Topic 832) Disclosures by Business Entities about Government Assistance (“ASU 2021-10”) which requires annual disclosures that increase the transparency of transactions with a government accounted for by applying a grant or contribution accounting model, including (1) the types of transactions, (2) the accounting for those transactions, and (3) the effect of those transactions on an entity’s financial statements. ASU 2021-10 is effective for all entities for fiscal years beginning after December 31, 2021. We adopted this new guidance as of January 1, 2022. There was no material impact on our condensed consolidated financial statements upon adoption.

Pending Adoption

We are an “emerging growth company” under the Jumpstart Our Business Startups Act (“JOBS Act”). Pursuant to the JOBS Act, an emerging growth company is provided the option to adopt new or revised accounting standards that may be issued by FASB or the SEC either (i) within the same periods as those otherwise applicable to non-emerging growth companies or (ii) within the same time periods as private companies. We intend to take advantage of the exemption for complying with new or revised accounting standards within the same time periods as private companies. The effective dates below are the effective dates we expect to adopt the new accounting pronouncements, which are those permitted for a company that is not an issuer.

In June 2016, the FASB issued ASU 2016-13, Financial Instruments – Credit Losses (Topic 326) (“ASU 2016-13”) which introduced the current expected credit losses methodology for estimating allowances for credit losses. ASU 2016-13 applies to all financial instruments carried at amortized cost and off-balance-sheet credit exposures not accounted for as insurance, including loan commitments, standby letters of credit, and financial guarantees. The new accounting standard does not apply to trading assets, loans held for sale, financial assets for which the fair value option has been elected, or loans and receivables between entities under common control. ASU 2016-13 is effective for non-public entities for fiscal years beginning after December 15, 2022, including interim periods within those fiscal years. Early adoption is permitted. We are evaluating the impact of this new guidance on our condensed consolidated financial statements.

Revenue Recognition

Disaggregation of Revenue

We earn revenue from our two operating segments, Home & Community Services and Episodes of Care Services, under contracts that contain various fee structures. Through our Home & Community Services segment, we offer health evaluations performed either within the patient’s home, virtually or at a healthcare provider facility, primarily to Medicare Advantage health plans (and to some extent, Medicaid). Additionally, we offer certain diagnostic screening and other ancillary services, and through our Signify Community solution, we offer access to services to address healthcare concerns related to social determinants of health. Through our Episodes of Care Services segment, we primarily provide services designed to improve the quality and efficiency of healthcare delivery by developing and managing episodic payment programs in partnership with healthcare providers, primarily under the BPCI-A program with CMS. We also provide ACO services through our Caravan Health subsidiary, acquired in March 2022. Additionally, we provide certain complex care management services. All of our revenue is generated in the United States.

Performance Obligations

Episodes of Care Services

There have been no material changes to our revenue recognition and estimates, other than as described below related to the acquisition of Caravan Health. Caravan Health enters into contracts with customers to provide multiple services around the management of the ACO model. These include, but are not limited to, population health software, analytics, practice improvement, compliance, marketing, governance, surveys and licensing. The overall objective of the services provided is to help the customer receive shared savings from CMS. Caravan Health enters into arrangements with customers wherein we receive a contracted percentage of each customer’s portion of shared savings if earned. We recognize shared savings revenue as performance obligations are satisfied over time, commensurate with the recurring ACO services provided to the customer over a 12-month calendar year period. The shared savings transaction price is variable, and therefore, we estimate an amount we expect to receive for each 12-month calendar year performance obligation period.

In order to estimate this variable consideration, management initially uses estimates of historical performance of the ACOs. We consider inputs such as attributed patients, expenditures, benchmarks and inflation factors. We adjust our estimates at the end of each reporting period to the extent new information indicates a change is needed. We apply a constraint to the variable consideration estimate in circumstances where we believe the data received is incomplete or inconsistent, so as not to have the estimates result in a significant revenue reversal in future periods. Although our estimates are based on the information available to us at each reporting date, new and material information may cause actual revenue earned to differ from the estimates recorded each period. These include, among others, Hierarchical Conditional Category (“HCC”) coding information, quarterly reports from CMS, unexpected changes in attributed patients and other limitations of the program beyond our control. We receive final reconciliations from CMS and collect the cash related to shared savings earned annually in the third or fourth quarter of each year for the preceding calendar year.

The remaining sources of Caravan Health revenue in our Episodes of Care Services segment are recognized over time when, or as, the performance obligations are satisfied and are primarily based on a fixed fee or per member per month fee. Therefore, they do not require significant estimates and assumptions by management.

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Significant Accounting Policies (Tables)

3 Months Ended

Mar. 31, 2022

Accounting Policies [Abstract]

Schedule of Cash and Cash Equivalents

The following table reconciles cash, cash equivalents, and restricted cash per the Condensed Consolidated Statements of Cash Flows to the Condensed Consolidated Balance Sheets:

	March 31, 2022		December 31, 2021
	(in millions)
Cash and cash equivalents	$	451.3	$	678.5
Restricted cash	2.3		5.7
Total cash, cash equivalents, and restricted cash	$	453.6	$	684.2

Schedule of Restricted Cash

The following table reconciles cash, cash equivalents, and restricted cash per the Condensed Consolidated Statements of Cash Flows to the Condensed Consolidated Balance Sheets:

	March 31, 2022		December 31, 2021
	(in millions)
Cash and cash equivalents	$	451.3	$	678.5
Restricted cash	2.3		5.7
Total cash, cash equivalents, and restricted cash	$	453.6	$	684.2

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Business Combinations (Tables)

3 Months Ended

Mar. 31, 2022

Business Combination and Asset Acquisition [Abstract]

Schedule of Preliminary Fair Value of Net Assets Acquired

The preliminary allocation of the purchase price to the fair values of the assets acquired and liabilities assumed at the date of the acquisition was as follows:

Cash	$	6.8
Restricted cash	0.5
Accounts receivable	1.6
Contract assets	9.1
Prepaid expenses and other current assets	1.7
Property and equipment	0.3
Intangible assets	93.9
Other assets	0.1
Total identifiable assets acquired	114.0
Accounts payable and accrued liabilities	2.9
Other current liabilities	0.6
Deferred tax liabilities	22.4
Total liabilities assumed	25.9
Net identifiable assets acquired	88.1
Goodwill	199.3
Total of assets acquired and liabilities assumed	$	287.4

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Variable Interest Entities (Tables)

3 Months Ended

Mar. 31, 2022

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Schedule of Variable Interest Entities

The carrying amount and classification of the VIEs’ assets and liabilities included in the Condensed Consolidated Balance Sheets, net of intercompany amounts, are as follows:

	March 31, 2022		December 31, 2021
	(in millions)
ASSETS
Current assets
Cash and cash equivalents	$	12.0	$	10.6
Accounts receivable, net	19.3		14.6
Total current assets	31.3		25.2
Total assets	$	31.3	$	25.2
LIABILITIES AND EQUITY
Current liabilities
Accounts payable and accrued expenses	$	—	$	3.4
Contract liabilities	0.5		—
Other current liabilities	1.1		—
Total current liabilities	1.6		3.4
Total liabilities	1.6		3.4
Company capital	37.9		29.3
Accumulated deficit	(8.2)		(7.5)
Total equity	29.7		21.8
Total liabilities and equity	$	31.3	$	25.2

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Revenue Recognition (Tables)

3 Months Ended

Mar. 31, 2022

Revenue from Contract with Customer [Abstract]

Disaggregation of Revenue

The following table summarizes disaggregated revenue from contracts with customers by source of revenue, which we believe best presents the nature, amount and timing of revenue.

	Three months ended March 31,
	2022		2021
	(in millions)
Evaluations	$	186.2	$	150.3
Other	0.7		2.1
Home & Community Services Total Revenue	186.9		152.4
Episodes	24.1		25.4
Other	5.5		2.2
Episodes of Care Services Total Revenue	29.6		27.6
Consolidated Revenue Total	$	216.5	$	180.0

Schedule of Contract Assets and Contract Liabilities

The following table provides information about accounts included on the Condensed Consolidated Balance Sheets.

	March 31, 2022						December 31, 2021
	Episodes of Care Services		Home & Community Services		Total		Episodes of Care Services		Home & Community Services		Total
	(in millions)
Assets
Accounts receivable, net (1)	$	39.8	$	180.9	$	220.7	$	100.1	$	117.1	$	217.2
Contract assets (2)	$	128.1	$	4.4	$	132.5	$	82.8	$	1.5	$	84.3
Liabilities
Shared savings payable (3)	$	37.4	$	—	$	37.4	$	63.4	$	—	$	63.4
Contract liabilities (4)	$	39.2	$	4.8	$	44.0	$	27.8	$	5.1	$	32.9
Deferred revenue (5)	$	1.0	$	1.6	$	2.6	$	0.1	$	3.5	$	3.6

(1)Accounts receivable, net for Episodes of Care Services included $1.6 million due from CMS as of March 31, 2022 primarily related to amounts not yet collected for the fifth reconciliation period of the BPCI-A program. As of December 31, 2021, accounts receivable, net for Episodes of Care Services included $56.2 million due from CMS primarily related to the fifth reconciliation period of the BPCI-A program. Accounts receivable, net for Home & Community Services included $51.1 million and $3.7 million in amounts not yet billed to customers, as of March 31, 2022 and December 31, 2021, respectively. The remaining amount

of accounts receivable for both Episodes of Care Services and Home & Community Services represent amounts to be received from customers. Home & Community Services accounts receivable as of March 31, 2022 reflected strong IHE volume in the first quarter and a higher mix of in-person IHEs compared to vIHEs.

(2)Contract assets primarily represent management’s estimate of amounts we expect to receive under the BPCI-A program related to the next two reconciliation periods. As of March 31, 2022, contract assets covered episodes of care commencing in the period from April 2021 through March 2022. Estimates for program size and savings rate are based on information available as of the date of the financial statements. We record an estimate of revenue related to these performance obligations over the 13-month period starting in the period the related episodes of care commence and through the estimated receipt of the semi-annual CMS reconciliation file. Any changes to these estimates based on new information will be recorded in the period such information is received. Total savings generated and revenue earned for the episodes of care in which a component of the contract asset recorded as of March 31, 2022 relates to, will be included in the semi-annual reconciliation expected from CMS during the second quarter of 2022. Contract assets for Episodes of Care Services segment also included $10.5 million related to estimated shared savings under the Caravan Health ACO services programs. Contract assets in the Home & Community Services segment of $4.4 million as of March 31, 2022 represent management’s estimate of amounts to be received from clients as a result of certain service levels being achieved during the contractual period.

(3)Total shared savings payable is included in accounts payable and accrued expenses on the Condensed Consolidated Balance Sheets. Shared savings payable for Episodes of Care Services included $23.9 million due to CMS as of December 31, 2021, all of which was settled with CMS in the first quarter of 2022. Shared savings payable included $35.6 million as of March 31, 2022 primarily related to the fifth reconciliation received in December 2021, which is expected to be paid to customers related to their portion of savings earned under the BPCI-A program. Additionally, there is $1.8 million included in shared savings payable at March 31, 2022, which represents amounts withheld from customers under the BPCI-A program based on contractual withholding percentages. This amount has been received by us from CMS and is held as restricted cash. We expect to remit these amounts to customers at the conclusion of the program, at which time both restricted cash and the liability will be reduced.

(4)Contract liabilities in our Episodes of Care Services segment represent management’s estimate of savings amounts we expect to share with our customers based on contractual shared savings percentages related to the amounts we expect to be entitled to receive under the BPCI-A program for the next two reconciliation periods. As of March 31, 2022, contract liabilities of $39.2 million cover episodes of care commencing in the period from April 2021 through March 2022. These amounts offset the gross amount we expect to receive for the same period included in contract assets as of March 31, 2022. Contract liabilities in the Home & Community Services segment of $4.8 million as of March 31, 2022 represent management’s estimate of potential refund liabilities due to certain clients as a result of certain service levels not being achieved during the contractual periods primarily due to COVID-19.

(5)Deferred revenue is included in other current liabilities on the Condensed Consolidated Balance Sheets and primarily relates to advance payments received from certain customers.

The table below summarizes the activity recorded in the contract asset and liability accounts for the periods presented.

	Three months ended March 31,
Contract Assets	2022		2021
	(in millions)
Balance at beginning of period	$	84.3	$	27.8
Acquired in Caravan Health Acquisition	9.1		—
Estimated revenue recognized related to performance obligations satisfied at a point-in-time	2.9		—
Estimated revenue recognized related to performance obligations satisfied over time	36.2		33.5
Balance at end of period	$	132.5	$	61.3

	Three months ended March 31,
Contract Liabilities	2022		2021
	(in millions)
Balance at beginning of period	$	32.9	$	6.2
Payments made to customer	—		(0.6)
Estimated amounts due to customer related to performance obligations satisfied at a point-in-time	(0.3)		1.1
Estimated amounts due to customer related to performance obligations satisfied over time	11.4		14.1
Balance at end of period	$	44.0	$	20.8

	Three months ended March 31,
Deferred Revenue	2022		2021
	(in millions)
Balance at beginning of period	$	3.6	$	3.8
Acquired in Caravan Health Acquisition	0.5		—
Payments received from customers	0.6		7.5
Revenue recognized upon completion of performance obligation	(2.1)		(4.3)
Balance at end of period	$	2.6	$	7.0

	Three months ended March 31,
Shared Savings Payable	2022		2021
	(in millions)
Balance at beginning of period	$	63.4	$	80.8
Amounts paid to customer and/or CMS	(67.8)		(22.0)
Amounts due to customer upon completion of performance obligation	41.8		15.6
Balance at end of period	$	37.4	$	74.4

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Property and Equipment (Tables)

3 Months Ended

Mar. 31, 2022

Property, Plant and Equipment [Abstract]

Schedule of Property and Equipment, net

Property and equipment, net were as follows as of each of the dates presented:

	March 31, 2022		December 31, 2021
	(in millions)
Computer equipment	$	23.7	$	22.0
Leasehold improvements	18.6		18.5
Furniture and fixtures	6.7		6.5
Software	2.4		2.5
Projects in progress	0.5		0.7
Property and equipment, gross	51.9		50.2
Less: Accumulated depreciation and amortization	(28.5)		(26.5)
Property and equipment, net	$	23.4	$	23.7

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Leases (Tables)

3 Months Ended

Mar. 31, 2022

Leases [Abstract]

Summary of Impact of ASC 842 Adoption

The following is a summary of the impact of ASC 842 adoption on our Condensed Consolidated Balance Sheet:

	December 31, 2021		ASC 842 Adjustments		January 1, 2022
	(in millions)
Assets
Operating lease right-of-use assets	$	—	$	23.0	$	23.0
Liabilities
Current portion of operating lease liabilities	—		8.5		8.5
Operating lease liability, net of current portion	—		27.1		27.1
Deferred rent and tenant improvement allowances	12.2		(12.2)		—
Retained Earnings	19.7		(0.4)		19.3

Operating Lease Right-of-Use Assets and Lease Liabilities

The following table presents our operating lease right-of-use assets and lease liabilities as of March 31, 2022. Current lease liabilities are included in other current liabilities on the Condensed Consolidated Balance Sheets.

	March 31, 2022
	(in millions)
Operating lease right-of-use assets	$	21.3
Current portion of operating lease liabilities	8.1
Non-current operating lease liabilities	25.2
Total Lease Liabilities	$	33.3

Lease, Cost

The components of lease expense for the three months ended March 31, 2022 were as follows:

	Three months ended
	March 31, 2022
	(in millions)
Operating lease cost	$	2.1
Variable lease cost	0.7
Sublease income	(0.7)
Total Lease Cost(1)	$	2.1
(1) Excludes short-term lease expense, which is not material

The following table presents the weighted average remaining lease term and discount rate of our operating leases as of March 31, 2022:

Weighted Average Lease Term (Years)	5.8
Weighted Average Discount Rate	4.6	%

Schedule of Maturities of Operating Lease Liabilities

As of March 31, 2022, maturities of our operating lease liabilities are as follows:

Remainder of 2022	$	7.2
2023	8.3
2024	4.8
2025	4.1
2026	3.4
Thereafter	10.6
Total lease payments	38.4
Less: imputed interest	(5.1)
Present value of operating lease liabilities	$	33.3

Schedule of Future Minimum Lease Payments

As of December 31, 2021, future minimum lease payments under non-cancellable operating leases were as follows:

2022	$	10.2
2023	8.7
2024	6.1
2025	9.3
2026	8.6
Thereafter	21.5
	$	64.4

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Intangible Assets (Tables)

3 Months Ended

Mar. 31, 2022

Goodwill and Intangible Assets Disclosure [Abstract]

Schedule of Intangible Assets

Intangible assets were as follows as of each of the dates presented:

		March 31, 2022						December 31, 2021
	Estimated Useful Life (years)	Gross Carrying Amount		Accumulated amortization		Net Carrying Value		Gross Carrying Amount		Accumulated amortization		Net Carrying Value
		(in millions)
Customer relationships	3 - 20	$	600.3	$	(137.7)	$	462.6	$	530.5	$	(129.1)	$	401.4
Acquired and capitalized software	3 - 6	164.5		(87.6)		76.9		134.3		(80.4)		53.9
Tradename	3	0.7		—		0.7		—		—		—
Total		$	765.5	$	(225.3)	$	540.2	$	664.8	$	(209.5)	$	455.3

Schedule of Expected Amortization Expense

Expected amortization expense as of March 31, 2022 related to intangible assets, including internal-use software development costs, was as follows:

	(in millions)
Remainder of 2022	$	53.4
2023	65.4
2024	50.6
2025	43.8
2026	43.1
Thereafter	283.9
	$	540.2

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Goodwill (Tables)

3 Months Ended

Mar. 31, 2022

Goodwill and Intangible Assets Disclosure [Abstract]

Change in Carrying Amount of Goodwill

The change in the carrying amount of goodwill for each reporting unit is as follows:

	Home & Community Services		Episodes of Care Services		Total
	(in millions)
Balance at December 31, 2021	$	170.4	$	426.7	$	597.1
Business combinations	—		199.3		199.3
Balance at March 31, 2022	$	170.4	$	626.0	$	796.4

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Accounts Payable and Accrued Expenses (Tables)

3 Months Ended

Mar. 31, 2022

Payables and Accruals [Abstract]

Schedule of Accounts Payable and Accrued Expenses

Accounts payable and accrued expenses consist of the following:

	March 31,		December 31,
	2022		2021
	(in millions)
Shared savings payable	$	37.4	$	63.4
Accrued payroll and payroll-related expenses	28.6		46.5
Other accrued expenses	25.2		19.6
Accrued income taxes	7.8		1.6
Accounts payable	6.5		5.6
Total accounts payable and accrued liabilities	$	105.5	$	136.7

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Long-Term Debt (Tables)

3 Months Ended

Mar. 31, 2022

Debt Disclosure [Abstract]

Schedule of Long-Term Debt

Long-term debt was as follows:

	March 31,		December 31,
	2022		2021
	(in millions)
Revolving Facility	$	—	$	—
2021 Term Loan	348.3		349.1
Total debt	348.3		349.1
Unamortized debt issuance costs	(5.8)		(6.0)
Unamortized discount on debt	(4.5)		(4.7)
Total debt, net	338.0		338.4
Less current maturities	(3.5)		(3.5)
Total long-term debt	$	334.5	$	334.9

Future Principal Maturities of Long-Term Debt

The aggregate principal maturities of long-term debt due subsequent to March 31, 2022 are as follows:

	(in millions)
Remainder of 2022	$	2.6
2023	3.5
2024	3.5
2025	3.5
2026	3.5
Thereafter	331.7
	$	348.3

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Fair Value Measurements (Tables)

3 Months Ended

Mar. 31, 2022

Fair Value Disclosures [Abstract]

Schedule of Assets and Liabilities Measured at Fair Value on a Recurring Basis

Assets and liabilities measured at fair value on a recurring basis were as follows:

		March 31, 2022
Balance Sheet Classification	Type of Instrument	Level 1		Level 2		Level 3		Total
		(in millions)
Cash equivalents	Money market funds	$	200.0	$	—	$	—	$	200.0
Customer EAR liability	Customer equity appreciation rights	—		—		82.7		82.7
Customer EAR liability	EAR letter agreement	—		—		1.3		1.3
Contingent consideration	Consideration due to sellers	—		—		30.6		30.6
		December 31, 2021
Balance Sheet Classification	Type of Instrument	Level 1		Level 2		Level 3		Total
		(in millions)
Cash equivalents	Money market funds	$	400.1	$	—	$	—	$	400.1
Customer EAR liability	Customer equity appreciation rights	—		—		48.6		48.6
Contingent consideration	Consideration due to sellers	—		—		—		—

Changes in Level 3 Liabilities Measured at Fair Value on a Recurring Basis

The changes in Level 3 liabilities measured at fair value on a recurring basis were as follows:

Contingent Consideration

	Three months ended March 31,
	2022		2021
	(in millions)
Beginning of period	$	—	$	15.2
Payment of contingent consideration	—		—
Initial measurement of contingent consideration due to sellers	30.5		—
Remeasurement of contingent consideration included in selling, general and administrative expense	0.1		0.2
Balance at end of period	$	30.6	$	15.4

Customer equity appreciation rights

	Three months ended March 31,
	2022		2021
	(in millions)
Beginning of period	$	48.6	$	21.6
Grant date fair value estimate recorded as reduction to revenue	4.9		4.9
Grant date fair value estimate of EAR letter agreement recorded as reduction to revenue	1.6		—
Remeasurement of fair value of customer EAR agreements included in other expense (income), net	29.2		56.8
Remeasurement of fair value of EAR letter agreement, included in other expense (income), net	(0.3)		—
Balance at end of period	$	84.0	$	83.3

Schedule of Valuation Techniques and Significant Unobservable Inputs

The valuation techniques and significant unobservable inputs used in recurring Level 3 fair value measurements were as follows as of March 31, 2022:

	Fair Value (in millions)		Valuation Technique	Significant Unobservable Inputs	Assumption
Customer equity appreciation rights	$	82.7	Monte Carlo	Volatility	55.0%
				Dividend yield	0%
				Risk-free rate	2.43%
				Expected term (years)	3.25
EAR Letter Agreement	$	1.3	Monte Carlo	Volatility	55.0%
				Dividend yield	0%
				Risk-free rate	2.43%
				Expected term (years)	3.25
Consideration due to sellers	$	30.6	Black-Scholes	Volatility	13.5%
				Discount Rate	2.30%
				Risk Free Rate	0.51%
				Credit Spread	4.90%
				Expected term (years)	1.58
Consideration due to sellers	$	—	Discounted approach	Discount Rate	5.0%

Fair value of the contingent consideration related to the Caravan Health acquisition (see Note 4. Business Combinations) was measured using the Black-Scholes option pricing model, which uses certain assumptions to estimate the fair value, including long-term financial forecasts, expected term until payout, volatility, discount rate, credit spread, and risk-free rate. The expected volatility and discount rate as of the acquisition date were calculated using comparable peer companies, adjusted for Caravan Health’s operational leverage. The risk-free interest rate is based on the U.S. Treasury rates that are commensurate with the term of the contingent consideration. As of March 31, 2022, the amount recognized for the contingent consideration arrangement, the range of outcomes, and the assumptions used to develop the estimates did not change compared to those used to estimate Caravan Health’s initial fair value.

The valuation techniques and significant unobservable inputs used in recurring Level 3 fair value measurements were as follows as of December 31, 2021:

	Fair Value (in millions)		Valuation Technique	Significant Unobservable Inputs	Assumption
Customer equity appreciation rights	$	48.6	Monte Carlo	Volatility	50.0%
				Dividend yield	0%
				Risk-free rate	1.05%
				Expected term (years)	3.5

	Fair Value (in millions)		Valuation Technique	Significant Unobservable Inputs	Discount Rate
Consideration due to sellers	$	—	Discounted approach	Discount Rate	5.0%

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Noncontrolling Interest (Tables)

3 Months Ended

Mar. 31, 2022

Noncontrolling Interest [Abstract]

Summary of Ownership Interests in Cure TopCo

The following table summarizes the ownership interests in Cure TopCo as of March 31, 2022:

	LLC Units	Ownership Percentage
Number of LLC Units held by Signify Health, Inc.	176,232,513	75.5%
Number of LLC Units held by noncontrolling interests	57,313,051	24.5%
Total LLC Units outstanding	233,545,564	100.0%

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Equity-Based Compensation (Tables)

3 Months Ended

Mar. 31, 2022

Share-based Payment Arrangement [Abstract]

Schedule of Stock Options Activity

The following is a summary of stock option activity for awards subject to time-based vesting for the three months ended March 31, 2022:

	Outstanding Options	Weighted average exercise price per share
Outstanding at December 31, 2021	4,926,357	$	9.98
Granted	4,375,060	$	14.72
Converted to time-based vesting	817,081	$	8.46
Forfeited	(201,710)	$	16.65
Exercised	(407,287)	$	3.86
Expired	(1,295)	$	7.39
Outstanding at March 31, 2022	9,508,206	$	12.15

Schedule of Restricted Stock Units Activity

A summary of restricted stock unit activity for the period presented is as follows:

	Restricted Stock Units	Weighted Avg. Grant Date FMV
Outstanding at December 31, 2021	602,745	$	18.37
Granted	2,936,040	$	14.13
Vested	(57,822)	$	23.84
Forfeited	(66,725)	$	16.77
Outstanding at March 31, 2022	3,414,238	$	14.66

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Loss Per Share (Tables)

3 Months Ended

Mar. 31, 2022

Earnings Per Share [Abstract]

Schedule of Loss Per Share

The following table sets forth reconciliations of the numerators and denominators used to compute basic and diluted loss per share of Class A common stock for the three months ended March 31, 2022 and 2021. The basic and diluted loss per share for the three months ended March 31, 2021 only includes the period from February 12, 2021 to March 31, 2021, which represents the period wherein we had outstanding Class A common stock.

	Three months ended March 31,
	2022		2021
	(in millions)
Net loss	$	(16.3)	$	(51.7)
Less: Net loss attributable to pre-Reorganization Transactions	—		(17.2)
Less: Net loss attributable to the noncontrolling interest	(5.4)		(11.3)
Net loss attributable to Signify Health, Inc.	$	(10.9)	$	(23.2)
Weighted average shares of Class A common stock outstanding - Basic	172,761,665		165,486,015
Earnings (loss) per share of Class A common stock - Basic	$	(0.06)	$	(0.14)
Earnings (loss) per share of Class A common stock - Diluted	$	(0.06)	$	(0.14)

Schedule of Antidilutive Shares Outstanding Excluded from Computation of Diluted Earnings Per Share

The following table summarizes the stock options, RSUs and LLC Units that were anti-dilutive for the periods indicated. The effects of each would have been anti-dilutive as we recorded a net loss in each of the periods. As a result, these shares, which were outstanding, were excluded from the computation of diluted loss per share for the periods indicated.

	Three months ended March 31,
	2022	2021
Antidilutive Shares:
Stock Options	9,508,206	6,903,584
RSUs	3,414,238	66,328
LLC Units	57,313,051	57,622,302

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Commitment and Contingencies (Tables)

3 Months Ended

Mar. 31, 2022

Commitments and Contingencies Disclosure [Abstract]

Summary of EAR Letter Agreement

As of March 31, 2022, there was approximately $74.6 million of original grant date fair value unrecognized related to the EAR Letter Agreement, which we expect to record as a reduction of revenue as follows:

Remainder of 2022	$	4.7
2023	20.0
2024	20.0
2025	19.9
2026	10.0
Total	$	74.6

Summary of SEU Activity

The following table summarizes the change in the SEU liability:

	Three months ended March 31,
	2022		2021
	(in millions)
Balance at beginning of period	$	0.2	$	—
SEU expense included in service expense	—		0.5
SEU expense included in SG&A expense	0.1		1.0
Cash payments	(0.1)		(0.8)
Balance at end of period	$	0.2	$	0.7

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Segment Reporting (Tables)

3 Months Ended

Mar. 31, 2022

Segment Reporting [Abstract]

Schedule of Operating Segment Results

Our operating segment results for the periods presented were as follows:

	Three months ended March 31,
	2022		2021
	(in millions)
Revenue
Home & Community Services	$	186.9	$	152.4
Episodes of Care Services	29.6		27.6
Segment Adjusted EBITDA
Home & Community Services	55.9		41.1
Episodes of Care Services	(10.9)		(6.7)
Less: reconciling items to loss before income taxes:
Unallocated costs (1)	45.3		72.5
Depreciation and amortization	18.0		16.7
Interest expense	4.0		6.8
Loss before income taxes	$	(22.3)	$	(61.6)
(1) Unallocated costs as follows:
Other (income) expense, net (2)	28.8		56.7
Equity-based compensation	6.5		2.5
SEU Expense	0.1		1.5
Customer equity appreciation rights	6.5		4.9
Transaction-related expenses	3.2		5.6
Non-allocated costs (3)	0.2		1.3
Total unallocated costs	$	45.3	$	72.5

(2) Other (income) expense, net includes the remeasurement of the fair value of the outstanding customer EARs and EAR Letter Agreement as well as interest and dividends earned on cash and cash equivalents.

(3) Non-allocated costs included remeasurement of contingent consideration and certain non-recurring expenses, including those associated with the closure of certain facilities, the sale of certain assets, one-time expenses related to the COVID-19 pandemic and the early termination of certain contracts. These costs are not considered by our Chief Operating Decision Maker in making resource allocation decisions.

XML

Concentrations (Tables)

3 Months Ended

Mar. 31, 2022

Risks and Uncertainties [Abstract]

Schedules of Customer Concentration Risk

Our largest customers accounted for the following percentages of total net revenue:

	Three months ended March 31,
	2022		2021
Customer A	35	%	26	%
Customer B	29	%	30	%
Customer C	*		10	%

XML

Nature of Operations (Details) $ / shares in Units, $ in Millions		3 Months Ended
	Feb. 16, 2021 USD ($) $ / shares shares	Mar. 31, 2022 segment
Subsidiary, Sale of Stock [Line Items]
Number of operating segments | segment		2
Cure TopCo
Subsidiary, Sale of Stock [Line Items]
Economic ownership interest by parent (as a percent)		75.50%
Economic ownership interest by noncontrolling interest (as a percent)		24.50%
IPO
Subsidiary, Sale of Stock [Line Items]
Gross proceeds from IPO	$ 648.6
Net proceeds from IPO	609.7
Underwriting discounts and commissions	$ 38.9
IPO | Class A Common Stock
Subsidiary, Sale of Stock [Line Items]
Sale of stock, number of shares issued in transaction (in shares) | shares	27,025,000
Sale of stock, price per share (in dollars per share) | $ / shares	$ 24
Over-Allotment Option | Class A Common Stock
Subsidiary, Sale of Stock [Line Items]
Sale of stock, number of shares issued in transaction (in shares) | shares	3,525,000

XML

Significant Accounting Policies - Narrative (Details) $ in Millions	3 Months Ended
	Mar. 31, 2022 USD ($) segment	Mar. 31, 2021 USD ($)	Dec. 31, 2021 USD ($)
Cash and Cash Equivalents [Line Items]
Number of operating segments | segment	2
Return of funds following conclusion of effective period of CMS master agreement, period	18 months
Restricted cash	$ 2.3		$ 5.7
Restricted cash	2.3		5.7
Allowance for doubtful accounts	9.7		7.9
Advertising and marketing costs	0.2	$ 0.3
Caravan
Cash and Cash Equivalents [Line Items]
Restricted cash	0.5
Secondary Repayment Source
Cash and Cash Equivalents [Line Items]
Restricted cash			0.5
Holding Pool
Cash and Cash Equivalents [Line Items]
Restricted cash	$ 1.8		$ 5.2

XML

Significant Accounting Policies - Cash, Cash Equivalents and Restricted Cash (Details) - USD ($) $ in Millions	Mar. 31, 2022	Dec. 31, 2021	Mar. 31, 2021	Dec. 31, 2020
Accounting Policies [Abstract]
Cash and cash equivalents	$ 451.3	$ 678.5
Restricted cash	2.3	5.7
Total cash, cash equivalents, and restricted cash	$ 453.6	$ 684.2	$ 760.9	$ 77.0

XML

Business Combinations - Narrative (Details) - Caravan	Feb. 09, 2022 USD ($) $ / shares shares
Business Acquisition [Line Items]
Initial purchase price	$ 250,000,000
Payments of cash consideration	190,000,000
Payment of contingent consideration	50,000,000
Contingent consideration	30,500,000
Recognition of total consideration at acquisition date	287,400,000
Expected deductible goodwill for tax purposes	0
Intangible assets	93,900,000
Customer relationships
Business Acquisition [Line Items]
Intangible assets	$ 69,800,000
Estimated Useful Life (years)	10 years
Acquired and capitalized software
Business Acquisition [Line Items]
Intangible assets	$ 23,400,000
Estimated Useful Life (years)	5 years
Tradename
Business Acquisition [Line Items]
Intangible assets	$ 700,000
Estimated Useful Life (years)	3 years
Class A Common Stock
Business Acquisition [Line Items]
Common stock issued	$ 60,000,000
Issuance of common units (in shares) | shares	4,726,134
Purchase price (in dollars per share) | $ / shares	$ 12.5993
Number of trading days	5 days
Number of business days prior to business combination	3 days

XML

Business Combinations - Schedule of Preliminary Fair Value of Net Assets Acquired (Details) - USD ($) $ in Millions	Mar. 31, 2022	Feb. 09, 2022	Dec. 31, 2021
Business Acquisition [Line Items]
Goodwill	$ 796.4		$ 597.1
Caravan
Business Acquisition [Line Items]
Cash		$ 6.8
Restricted cash		0.5
Accounts receivable		1.6
Contract assets		9.1
Prepaid expenses and other current assets		1.7
Property and equipment		0.3
Intangible assets		93.9
Other assets		0.1
Total identifiable assets acquired		114.0
Accounts payable and accrued liabilities		2.9
Other current liabilities		0.6
Deferred tax liabilities		22.4
Total liabilities assumed		25.9
Net identifiable assets acquired		88.1
Goodwill		199.3
Total of assets acquired and liabilities assumed		$ 287.4

XML

Variable Interest Entities - Narrative (Details) $ in Millions	3 Months Ended
	Mar. 31, 2022 USD ($) physicianPractice accountable_care_organization	Dec. 31, 2021 USD ($) physicianPractice
Variable Interest Entity [Line Items]
Number of physician practices | physicianPractice	7	7
Assets	$ 2,271.4	$ 2,127.2
Number of accountable care organizations | accountable_care_organization	4
Minimum requirement of ACO participants (as a percent)	75.00%
Number of accountable care organizations liable for losses | accountable_care_organization	1
Restricted cash	$ 2.3	5.7
Number of accountable care organizations not part of MSSP model | accountable_care_organization	2
Minimum shared loss rate (as a percent)	2.00%
Minimum shared loss rate exceeded, minimum shared loss rate (as a percent)	40.00%
Maximum shared loss rate (as a percent)	75.00%
Updated benchmark (as a percent)	15.00%
Percent of potential losses bearing risk (as a percent)	1.00%
MSSP maximum (as a percent)	15.00%
Caravan
Variable Interest Entity [Line Items]
Restricted cash	$ 0.5
Variable Interest Entity, Primary Beneficiary
Variable Interest Entity [Line Items]
Assets	$ 31.3	$ 25.2

XML

Variable Interest Entities - Schedule of Variable Interest Entities (Details) - USD ($) $ in Millions	Mar. 31, 2022	Dec. 31, 2021	Mar. 31, 2021	Dec. 31, 2020
Current assets
Cash and cash equivalents	$ 451.3	$ 678.5
Accounts receivable, net	220.7	217.2
Total current assets	825.9	1,000.6
Total assets	2,271.4	2,127.2
Current liabilities
Accounts payable and accrued expenses	105.5	136.7
Contract liabilities	44.0	32.9	$ 20.8	$ 6.2
Other current liabilities	18.3	10.0
Total current liabilities	171.3	183.1
Total liabilities	725.5	634.3
Company capital	1,160.0	1,101.3
Accumulated deficit	8.4	19.7
Total liabilities and stockholders' equity	2,271.4	2,127.2
Variable Interest Entity, Primary Beneficiary
Current assets
Cash and cash equivalents	12.0	10.6
Accounts receivable, net	19.3	14.6
Total current assets	31.3	25.2
Total assets	31.3	25.2
Current liabilities
Accounts payable and accrued expenses	0.0	3.4
Contract liabilities	0.5	0.0
Other current liabilities	1.1	0.0
Total current liabilities	1.6	3.4
Total liabilities	1.6	3.4
Company capital	37.9	29.3
Accumulated deficit	(8.2)	(7.5)
Total equity	29.7	21.8
Total liabilities and stockholders' equity	$ 31.3	$ 25.2

XML

Revenue Recognition - Narrative (Details)	3 Months Ended
	Mar. 31, 2022 segment
Revenue from Contract with Customer [Abstract]
Number of operating segments	2

XML

Revenue Recognition - Disaggregation of Revenue (Details) - USD ($) $ in Millions	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021
Disaggregation of Revenue [Line Items]
Revenue	$ 216.5	$ 180.0
Home & Community Services
Disaggregation of Revenue [Line Items]
Revenue	186.9	152.4
Episodes of Care Services
Disaggregation of Revenue [Line Items]
Revenue	29.6	27.6
Evaluations | Home & Community Services
Disaggregation of Revenue [Line Items]
Revenue	186.2	150.3
Other | Home & Community Services
Disaggregation of Revenue [Line Items]
Revenue	0.7	2.1
Other | Episodes of Care Services
Disaggregation of Revenue [Line Items]
Revenue	5.5	2.2
Episodes | Episodes of Care Services
Disaggregation of Revenue [Line Items]
Revenue	$ 24.1	$ 25.4

XML

Revenue Recognition - Schedule of Related Balance Sheets Account (Details) - USD ($) $ in Millions	Mar. 31, 2022	Dec. 31, 2021	Mar. 31, 2021	Dec. 31, 2020
ASSETS
Accounts receivable, net	$ 220.7	$ 217.2
Contract assets	132.5	84.3	$ 61.3	$ 27.8
Liabilities
Shared savings payable	37.4	63.4	74.4	80.8
Contract liabilities	44.0	32.9	20.8	6.2
Contract liabilities	2.6	3.6	$ 7.0	$ 3.8
Third Reconciliation Period of BPCI-A Program
Liabilities
Shared savings payable	35.6
Amounts Withheld Under BPCI-A Program
Liabilities
Shared savings payable	1.8
Episodes of Care Services
ASSETS
Accounts receivable, net	39.8	100.1
Contract assets	128.1	82.8
Liabilities
Shared savings payable	37.4	63.4
Contract liabilities	39.2	27.8
Contract liabilities	1.0	0.1
Episodes of Care Services | Centers for Medicare and Medicaid Services
ASSETS
Accounts receivable, net	1.6	56.2
Liabilities
Shared savings payable		23.9
Home & Community Services
ASSETS
Accounts receivable, net	180.9	117.1
Contract assets	4.4	1.5
Liabilities
Shared savings payable	0.0	0.0
Contract liabilities	4.8	5.1
Contract liabilities	1.6	3.5
Unbilled receivables	51.1	$ 3.7
Home & Community Services | ACO Services
ASSETS
Contract assets	$ 10.5

XML

Revenue Recognition - Contract Assets (Details) - USD ($) $ in Millions	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021
Contract with Customer, Asset [Roll Forward]
Beginning balance	$ 84.3	$ 27.8
Acquired in Caravan Health Acquisition	9.1	0.0
Estimated revenue recognized related to performance obligations satisfied at a point-in-time	2.9	0.0
Estimated revenue recognized related to performance obligations satisfied over time	36.2	33.5
Ending balance	$ 132.5	$ 61.3

XML

Revenue Recognition - Contract Liabilities (Details) - USD ($) $ in Millions	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021
Contract with Customer, Refund Liability [Roll Forward]
Beginning balance	$ 32.9	$ 6.2
Payments made to customer	0.0	(0.6)
Estimated amounts due to customer related to performance obligations satisfied at a point-in-time	(0.3)	1.1
Estimated amounts due to customer related to performance obligations satisfied over time	11.4	14.1
Ending balance	$ 44.0	$ 20.8

XML

Revenue Recognition - Deferred Revenue (Details) - USD ($) $ in Millions	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021
Contract with Customer, Liability [Roll Forward]
Beginning balance	$ 3.6	$ 3.8
Acquired in Caravan Health Acquisition	0.5	0.0
Payments received from customers	0.6	7.5
Revenue recognized upon completion of performance obligation	(2.1)	(4.3)
Ending balance	$ 2.6	$ 7.0

XML

Revenue Recognition - Shared Savings Payable (Details) - USD ($) $ in Millions	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021
Shared Savings Payable [Roll Forward]
Beginning balance	$ 63.4	$ 80.8
Amounts paid to customer and/or CMS	(67.8)	(22.0)
Amounts due to customer upon completion of performance obligation	41.8	15.6
Ending balance	$ 37.4	$ 74.4

XML

Property and Equipment - Property and Equipment, net (Details) - USD ($) $ in Millions	Mar. 31, 2022	Dec. 31, 2021
Property, Plant and Equipment [Line Items]
Property and equipment, gross	$ 51.9	$ 50.2
Less: Accumulated depreciation and amortization	(28.5)	(26.5)
Property and equipment, net	23.4	23.7
Computer equipment
Property, Plant and Equipment [Line Items]
Property and equipment, gross	23.7	22.0
Leasehold improvements
Property, Plant and Equipment [Line Items]
Property and equipment, gross	18.6	18.5
Furniture and fixtures
Property, Plant and Equipment [Line Items]
Property and equipment, gross	6.7	6.5
Software
Property, Plant and Equipment [Line Items]
Property and equipment, gross	2.4	2.5
Projects in progress
Property, Plant and Equipment [Line Items]
Property and equipment, gross	$ 0.5	$ 0.7

XML

Property and Equipment - Narrative (Details) - USD ($)	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021
Property, Plant and Equipment [Abstract]
Depreciation	$ 2,200,000	$ 2,000,000.0
Impairment of property and equipment	$ 0	$ 0

XML

Leases - Narrative (Details) $ in Millions	3 Months Ended
	Mar. 31, 2022 USD ($)	Jan. 01, 2022 USD ($)	Dec. 31, 2021 USD ($)	Oct. 01, 2021 USD ($) renewal	Mar. 31, 2021 USD ($)	Jan. 01, 2021 USD ($)
Lessee, Lease, Description [Line Items]
Operating lease right-of-use assets	$ 21.3	$ 23.0	$ 0.0
Operating lease liability	33.3	$ 35.6
Stockholders' equity	(1,545.9)		(1,492.9)		$ (1,431.0)	$ (894.0)
Cash paid for amounts included in measurement of operating lease liabilities	2.7
Total lease payments	38.4
Oklahoma City, OK
Lessee, Lease, Description [Line Items]
Lease term				7 years 3 months
Number of lease renewal options | renewal				2
Lease renewal term				5 years
Total lease payments				$ 4.2
New York, NY
Lessee, Lease, Description [Line Items]
Lease term				5 years 9 months
Number of lease renewal options | renewal				1
Lease renewal term				5 years
Total lease payments				$ 22.7
Retained earnings (Accumulated deficit)
Lessee, Lease, Description [Line Items]
Stockholders' equity	$ (8.4)		(19.7)		$ 23.2	$ 0.0
Cumulative Effect, Period of Adoption, Adjustment
Lessee, Lease, Description [Line Items]
Operating lease right-of-use assets			23.0
Stockholders' equity			0.4
Cumulative Effect, Period of Adoption, Adjustment | Retained earnings (Accumulated deficit)
Lessee, Lease, Description [Line Items]
Stockholders' equity			$ 0.4

XML

Leases - Summary of Impact of ASC 842 Adoption (Details) - USD ($) $ in Millions	Mar. 31, 2022	Jan. 01, 2022	Dec. 31, 2021
ASSETS
Operating lease right-of-use assets	$ 21.3	$ 23.0	$ 0.0
Liabilities
Current portion of operating lease liabilities	8.1		0.0
Operating lease liability, net of current portion	25.2		0.0
Deferred rent and tenant improvement allowances			12.2
Retained earnings	$ 8.4		19.7
Cumulative Effect, Period of Adoption, Adjustment
ASSETS
Operating lease right-of-use assets			23.0
Liabilities
Current portion of operating lease liabilities			8.5
Operating lease liability, net of current portion			27.1
Deferred rent and tenant improvement allowances			(12.2)
Retained earnings			(0.4)
Cumulative Effect, Period of Adoption, Adjusted Balance
ASSETS
Operating lease right-of-use assets			23.0
Liabilities
Current portion of operating lease liabilities			8.5
Operating lease liability, net of current portion			27.1
Deferred rent and tenant improvement allowances			0.0
Retained earnings			$ 19.3

XML

Leases - Operating Lease Right-of-Use Assets and Lease Liabilities (Details) - USD ($) $ in Millions	Mar. 31, 2022	Jan. 01, 2022	Dec. 31, 2021
Leases [Abstract]
Operating lease right-of-use assets	$ 21.3	$ 23.0	$ 0.0
Current portion of operating lease liabilities	8.1		0.0
Noncurrent operating lease liabilities	25.2		$ 0.0
Total Lease Liabilities	$ 33.3	$ 35.6

XML

Leases - Components of Lease Expense (Details) $ in Millions	3 Months Ended
	Mar. 31, 2022 USD ($)
Leases [Abstract]
Operating lease cost	$ 2.1
Variable lease cost	0.7
Sublease income	(0.7)
Total Lease Cost	$ 2.1

XML

Leases - Weighted Average Remaining Lease Term and Discount Rate of Operating Leases (Details)	Mar. 31, 2022
Leases [Abstract]
Weighted Average Lease Term (Years)	5 years 9 months 18 days
Weighted Average Discount Rate (as a percent)	4.60%

XML

Leases - Schedule of Maturities of Operating Lease Liabilities (Details) - USD ($) $ in Millions	Mar. 31, 2022	Jan. 01, 2022
Leases [Abstract]
Remainder of 2022	$ 7.2
2023	8.3
2024	4.8
2025	4.1
2026	3.4
Thereafter	10.6
Total lease payments	38.4
Less: imputed interest	(5.1)
Present value of operating lease liabilities	$ 33.3	$ 35.6

XML

Leases - Schedule of Future Minimum Lease Payments (Details) $ in Millions	Dec. 31, 2021 USD ($)
Leases [Abstract]
2022	$ 10.2
2023	8.7
2024	6.1
2025	9.3
2026	8.6
Thereafter	21.5
Total	$ 64.4

XML

Intangible Assets - Schedule of Intangible Assets (Details) - USD ($) $ in Millions	3 Months Ended
	Mar. 31, 2022	Dec. 31, 2021
Finite-Lived Intangible Assets [Line Items]
Gross Carrying Amount	$ 765.5	$ 664.8
Accumulated amortization	(225.3)	(209.5)
Net Carrying Value	540.2	455.3
Customer relationships
Finite-Lived Intangible Assets [Line Items]
Gross Carrying Amount	600.3	530.5
Accumulated amortization	(137.7)	(129.1)
Net Carrying Value	$ 462.6	401.4
Customer relationships | Minimum
Finite-Lived Intangible Assets [Line Items]
Estimated Useful Life (years)	3 years
Customer relationships | Maximum
Finite-Lived Intangible Assets [Line Items]
Estimated Useful Life (years)	20 years
Acquired and capitalized software
Finite-Lived Intangible Assets [Line Items]
Gross Carrying Amount	$ 164.5	134.3
Accumulated amortization	(87.6)	(80.4)
Net Carrying Value	$ 76.9	53.9
Acquired and capitalized software | Minimum
Finite-Lived Intangible Assets [Line Items]
Estimated Useful Life (years)	3 years
Acquired and capitalized software | Maximum
Finite-Lived Intangible Assets [Line Items]
Estimated Useful Life (years)	6 years
Tradename
Finite-Lived Intangible Assets [Line Items]
Gross Carrying Amount	$ 0.7	0.0
Accumulated amortization	0.0	0.0
Net Carrying Value	$ 0.7	$ 0.0
Estimated Useful Life (years)	3 years

XML

Intangible Assets - Narrative (Details) - USD ($)		3 Months Ended
	Feb. 09, 2022	Mar. 31, 2022	Mar. 31, 2021
Finite-Lived Intangible Assets [Line Items]
Capitalization of internally-developed software costs		$ 6,800,000	$ 5,700,000
Amortization of intangible assets		15,800,000	14,700,000
Caravan
Finite-Lived Intangible Assets [Line Items]
Intangible assets	$ 93,900,000
Software | PatientBlox
Finite-Lived Intangible Assets [Line Items]
Impairment of finite-lived intangible assets		$ 0	$ 0
Tradename | Caravan
Finite-Lived Intangible Assets [Line Items]
Intangible assets	$ 700,000
Estimated Useful Life (years)	3 years
Customer relationships | Caravan
Finite-Lived Intangible Assets [Line Items]
Intangible assets	$ 69,800,000
Estimated Useful Life (years)	10 years
Acquired and capitalized software | Caravan
Finite-Lived Intangible Assets [Line Items]
Intangible assets	$ 23,400,000
Estimated Useful Life (years)	5 years

XML

Intangible Assets - Schedule of Expected Amortization Expense (Details) - USD ($) $ in Millions	Mar. 31, 2022	Dec. 31, 2021
Finite-Lived Intangible Assets, Net, Amortization Expense, Fiscal Year Maturity [Abstract]
Remainder of 2022	$ 53.4
2023	65.4
2024	50.6
2025	43.8
2026	43.1
Thereafter	283.9
Net Carrying Value	$ 540.2	$ 455.3

XML

Goodwill - Change in Carrying Amount of Goodwill (Details) $ in Millions	3 Months Ended
	Mar. 31, 2022 USD ($)
Goodwill [Roll Forward]
Beginning balance	$ 597.1
Business combinations	199.3
Ending balance	796.4
Home & Community Services
Goodwill [Roll Forward]
Beginning balance	170.4
Business combinations	0.0
Ending balance	170.4
Episodes of Care Services
Goodwill [Roll Forward]
Beginning balance	426.7
Business combinations	199.3
Ending balance	$ 626.0

XML

Goodwill - Narrative (Details) - USD ($)	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021
Goodwill and Intangible Assets Disclosure [Abstract]
Goodwill impairment	$ 0	$ 0

XML

Accounts Payable and Accrued Expenses (Details) - USD ($) $ in Millions	Mar. 31, 2022	Dec. 31, 2021	Mar. 31, 2021	Dec. 31, 2020
Payables and Accruals [Abstract]
Shared savings payable	$ 37.4	$ 63.4	$ 74.4	$ 80.8
Accrued payroll and payroll-related expenses	28.6	46.5
Other accrued expenses	25.2	19.6
Accrued income taxes	7.8	1.6
Accounts payable	6.5	5.6
Total accounts payable and accrued liabilities	$ 105.5	$ 136.7

XML

Long-Term Debt - Schedule of Long-Term Debt (Details) - USD ($) $ in Millions	Mar. 31, 2022	Dec. 31, 2021
Debt Instrument [Line Items]
Total debt	$ 348.3	$ 349.1
Unamortized debt issuance costs	(5.8)	(6.0)
Unamortized discount on debt	(4.5)	(4.7)
Total debt, net	338.0	338.4
Less current maturities	(3.5)	(3.5)
Total long-term debt	334.5	334.9
Revolving Facility | Line of Credit | Revolving Credit Facility
Debt Instrument [Line Items]
Total debt	0.0	0.0
2021 Term Loan | Secured Debt
Debt Instrument [Line Items]
Total debt	$ 348.3	$ 349.1

XML

Long-Term Debt - Narrative (Details) - USD ($) $ in Millions	Mar. 31, 2022	Dec. 31, 2021
Credit Agreement, Term Loan | Secured Debt
Debt Instrument [Line Items]
Effective interest rate (as a percent)	4.26%	3.75%
Credit Agreement
Debt Instrument [Line Items]
Maximum net leverage ratio	4.50
Total amount revolving credit commitments (as a percent)	35.00%
Credit Agreement | Line of Credit | Revolving Credit Facility
Debt Instrument [Line Items]
Borrowings outstanding	$ 0.0
Remaining borrowing capacity	$ 172.8

XML

Long-Term Debt - Future Principal Maturities of Long-Term Debt (Details) - USD ($) $ in Millions	Mar. 31, 2022	Dec. 31, 2021
Long-term Debt, Fiscal Year Maturity [Abstract]
Remainder of 2022	$ 2.6
2023	3.5
2024	3.5
2025	3.5
2026	3.5
Thereafter	331.7
Total debt	$ 348.3	$ 349.1

XML

Fair Value Measurements - Schedule of Assets and Liabilities Measured at Fair Value on a Recurring Basis (Details) - USD ($) $ in Millions	Mar. 31, 2022	Dec. 31, 2021
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Customer EAR liability	$ 84.0
Customer equity appreciation rights
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Customer EAR liability		$ 48.6
Fair Value, Recurring
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Cash equivalents	200.0	400.1
Contingent consideration	30.6	0.0
Fair Value, Recurring | Customer equity appreciation rights
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Customer EAR liability	82.7	48.6
Fair Value, Recurring | EAR letter agreement
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Customer EAR liability	1.3
Level 1 | Fair Value, Recurring
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Cash equivalents	200.0	400.1
Contingent consideration	0.0	0.0
Level 1 | Fair Value, Recurring | Customer equity appreciation rights
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Customer EAR liability	0.0	0.0
Level 1 | Fair Value, Recurring | EAR letter agreement
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Customer EAR liability	0.0
Level 2 | Fair Value, Recurring
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Cash equivalents	0.0	0.0
Contingent consideration	0.0	0.0
Level 2 | Fair Value, Recurring | Customer equity appreciation rights
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Customer EAR liability	0.0	0.0
Level 2 | Fair Value, Recurring | EAR letter agreement
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Customer EAR liability	0.0
Level 3 | Fair Value, Recurring
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Cash equivalents	0.0	0.0
Contingent consideration	30.6	$ 0.0
Level 3 | Fair Value, Recurring | Customer equity appreciation rights
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Customer EAR liability	82.7
Level 3 | Fair Value, Recurring | EAR letter agreement
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Customer EAR liability	$ 1.3

XML

Fair Value Measurements - Changes in Contingent Consideration and Customer Equity Appreciation Rights (Details) - Level 3 - Fair Value, Recurring - USD ($) $ in Millions	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021
Contingent Consideration
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Beginning balance	$ 0.0	$ 15.2
Payment of contingent consideration	0.0	0.0
Initial measurement of contingent consideration due to sellers	30.5	0.0
Remeasurement of fair value	0.1	0.2
Ending balance	30.6	15.4
Customer equity appreciation rights
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Beginning balance	48.6	21.6
Ending balance	84.0	83.3
Customer equity appreciation rights | Revenue from Contract with Customer, Excluding Assessed Tax | Customer equity appreciation rights
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Remeasurement of fair value	4.9	4.9
Customer equity appreciation rights | Revenue from Contract with Customer, Excluding Assessed Tax | EAR letter agreement
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Remeasurement of fair value	1.6	0.0
Customer equity appreciation rights | Other Nonoperating Income (Expense) | Customer equity appreciation rights
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Remeasurement of fair value	29.2	56.8
Customer equity appreciation rights | Other Nonoperating Income (Expense) | EAR letter agreement
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Remeasurement of fair value	$ (0.3)	$ 0.0

XML

Fair Value Measurements - Schedule of Valuation Techniques and Significant Unobservable Inputs (Details) $ in Millions	3 Months Ended	12 Months Ended
	Mar. 31, 2022 USD ($) yr	Dec. 31, 2021 USD ($)
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Customer equity appreciation rights, fair value	$ 84.0
Customer equity appreciation rights
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Customer equity appreciation rights, fair value		$ 48.6
Fair Value, Recurring
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Consideration due to sellers, fair value	30.6	0.0
Fair Value, Recurring | Customer equity appreciation rights
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Customer equity appreciation rights, fair value	82.7	48.6
Fair Value, Recurring | EAR letter agreement
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Customer equity appreciation rights, fair value	1.3
Level 3 | Fair Value, Recurring
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Consideration due to sellers, fair value	30.6	0.0
Level 3 | Fair Value, Recurring | Customer equity appreciation rights
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Customer equity appreciation rights, fair value	82.7
Level 3 | Fair Value, Recurring | EAR letter agreement
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Customer equity appreciation rights, fair value	1.3
Level 3 | Fair Value, Recurring | Valuation Technique, Monte Carlo | Customer equity appreciation rights
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Customer equity appreciation rights, fair value	82.7	$ 48.6
Level 3 | Fair Value, Recurring | Valuation Technique, Monte Carlo | EAR letter agreement
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Customer equity appreciation rights, fair value	$ 1.3
Level 3 | Fair Value, Recurring | Valuation Technique, Monte Carlo | Volatility | Customer equity appreciation rights
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Customer equity appreciation rights, measurement input	0.550	0.500
Level 3 | Fair Value, Recurring | Valuation Technique, Monte Carlo | Volatility | EAR letter agreement
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Customer equity appreciation rights, measurement input	0.550
Level 3 | Fair Value, Recurring | Valuation Technique, Monte Carlo | Dividend Yield | Customer equity appreciation rights
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Customer equity appreciation rights, measurement input	0	0
Level 3 | Fair Value, Recurring | Valuation Technique, Monte Carlo | Dividend Yield | EAR letter agreement
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Customer equity appreciation rights, measurement input	0
Level 3 | Fair Value, Recurring | Valuation Technique, Monte Carlo | Risk-free rate | Customer equity appreciation rights
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Customer equity appreciation rights, measurement input	0.0243	0.0105
Level 3 | Fair Value, Recurring | Valuation Technique, Monte Carlo | Risk-free rate | EAR letter agreement
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Customer equity appreciation rights, measurement input	0.0243
Level 3 | Fair Value, Recurring | Valuation Technique, Monte Carlo | Expected term (years) | Customer equity appreciation rights
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Customer equity appreciation rights, term	3 years 3 months	3 years 6 months
Level 3 | Fair Value, Recurring | Valuation Technique, Monte Carlo | Expected term (years) | EAR letter agreement
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Customer equity appreciation rights, term	3 years 3 months
Level 3 | Fair Value, Recurring | Valuation Technique, Black-Scholes
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Consideration due to sellers, fair value	$ 30.6
Level 3 | Fair Value, Recurring | Valuation Technique, Black-Scholes | Volatility
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Consideration due to sellers, measurement input	0.135
Level 3 | Fair Value, Recurring | Valuation Technique, Black-Scholes | Risk-free rate
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Consideration due to sellers, measurement input	0.0051
Level 3 | Fair Value, Recurring | Valuation Technique, Black-Scholes | Expected term (years)
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Consideration due to sellers, measurement input | yr	1.58
Level 3 | Fair Value, Recurring | Valuation Technique, Black-Scholes | Discount Rate
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Consideration due to sellers, measurement input	0.0230
Level 3 | Fair Value, Recurring | Valuation Technique, Black-Scholes | Credit Spread
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Consideration due to sellers, measurement input	0.0490
Level 3 | Fair Value, Recurring | Valuation Technique, Discounted Cash Flow
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Consideration due to sellers, fair value		$ 0.0
Level 3 | Fair Value, Recurring | Valuation Technique, Discounted Cash Flow | Discount Rate
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Consideration due to sellers, measurement input		0.050

XML

Shareholders' Equity (Details) $ / shares in Units, $ in Millions	Feb. 16, 2021 USD ($) class vote $ / shares shares	Mar. 31, 2022 $ / shares	Dec. 31, 2021 $ / shares
Class of Stock [Line Items]
Number of classes of common stock | class	2
Preferred stock authorized (in shares)	50,000,000
Preferred stock par value (in dollars per share) | $ / shares	$ 0.01
IPO
Class of Stock [Line Items]
Gross proceeds from IPO | $	$ 648.6
Net proceeds from IPO | $	609.7
Underwriting discounts and commissions | $	$ 38.9
Class A Common Stock
Class of Stock [Line Items]
Common stock authorized (in shares)	1,000,000,000
Common stock par value (in dollars per share) | $ / shares	$ 0.01	$ 0.01	$ 0.01
Number of votes per share | vote	1
Conversion ratio	1
Class A Common Stock | IPO
Class of Stock [Line Items]
Sale of stock, number of shares issued in transaction (in shares)	27,025,000
Sale of stock, price per share (in dollars per share) | $ / shares	$ 24
Class A Common Stock | Over-Allotment Option
Class of Stock [Line Items]
Sale of stock, number of shares issued in transaction (in shares)	3,525,000
Class B Common Stock
Class of Stock [Line Items]
Common stock authorized (in shares)	75,000,000
Common stock par value (in dollars per share) | $ / shares	$ 0.01	$ 0.01	$ 0.01
Number of votes per share | vote	1
Conversion ratio	1

XML

Noncontrolling Interest - Summary of Ownership Interests in Cure TopCo (Details)	Mar. 31, 2022 shares
Cure TopCo
Ownership Percentage
Number of LLC Units held by Signify Health, Inc. (as a percent)	75.50%
Number of LLC Units held by non-controlling interests (as a percent)	24.50%
Total LLC Units outstanding (as a percent)	100.00%
Cure TopCo
LLC Units
LLC Units (in shares)	233,545,564
Cure TopCo | Parent
LLC Units
LLC Units (in shares)	176,232,513
Cure TopCo | Non-controlling interest
LLC Units
LLC Units (in shares)	57,313,051

XML

Noncontrolling Interest - Narrative (Details)		3 Months Ended
	Feb. 16, 2021	Mar. 31, 2022 shares
Class A Common Stock
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items]
Conversion ratio	1
LLC Units Exchanged for Shares of Class A Common Stock
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items]
Units exchanged (in shares)		18,076
LLC Units Exchanged for Shares of Class A Common Stock | Class A Common Stock
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items]
Conversion ratio	1	1

XML

Equity-Based Compensation - Narrative (Details) - USD ($) $ / shares in Units, $ in Millions				1 Months Ended	3 Months Ended
	Mar. 07, 2022	Mar. 01, 2022	Jan. 01, 2022	Jan. 31, 2021	Mar. 31, 2022	Mar. 31, 2021	Dec. 31, 2021
2021 LTIP
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Increase in shares authorized (as a percent)				3.00%
Unrecognized compensation expense					$ 89.8
Units outstanding (in shares)					9,914,736
Performance period of award					1 year 10 months 24 days
2021 LTIP | Selling, General and Administrative Expenses
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Equity-based compensation					$ 3.1	$ 1.1
2021 LTIP | Service Expense
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Equity-based compensation					0.2
2021 LTIP | Class A Common Stock
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of shares available for issuance (in shares)				16,556,298			15,246,831
Number of additional shares authorized (in shares)			7,255,410	14,191,113
Increase in shares authorized (as a percent)			3.00%
LLC Units
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Outstanding units amended (in shares)		3,572,469
Vesting period of award		2 years
Award vesting (as a percent)		50.00%
Equity-based compensation					$ 1.7
Fair value of awards outstanding (in dollars per share)		$ 14.19
Fair value of awards outstanding		$ 50.7
Units outstanding (in shares)					6,941,723
Stock Options
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Outstanding options amended (in shares)		817,081
Vesting period of award		2 years
Award vesting (as a percent)		50.00%
Fair value of additional options outstanding (in dollars per share)	$ 8.49
Fair value of additional options outstanding	$ 6.9
Equity-based compensation					$ 0.2
RSUs | 2021 LTIP
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Units outstanding (in shares)					3,414,238		602,745
RSUs | ESPP | Selling, General and Administrative Expenses
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Equity-based compensation					$ 0.1
Incentive Units, Performance-based
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Units outstanding (in shares)					2,279,916
Original grant date fair value unrecognized					$ 4.3
Incentive Units
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Equity-based compensation					$ 1.3	$ 1.4
Incentive Units, Time-based
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Performance period of award					1 year
Original grant date fair value unrecognized					$ 53.0

XML

Equity-Based Compensation - Schedule of Stock Options Activity (Details) - 2021 LTIP	3 Months Ended
	Mar. 31, 2022 $ / shares shares
Outstanding Options
Beginning balance, outstanding (in shares) | shares	4,926,357
Granted (in shares) | shares	4,375,060
Converted to time-based vesting (in shares) | shares	817,081
Forfeited (in shares) | shares	(201,710)
Exercised (in shares) | shares	(407,287)
Expired (in shares) | shares	(1,295)
Ending balance, outstanding (in shares) | shares	9,508,206
Weighted average exercise price per share
Beginning balance, outstanding (in dollars per share) | $ / shares	$ 9.98
Granted (in dollars per share) | $ / shares	14.72
Converted to time-based vesting (in dollars per share) | $ / shares	8.46
Forfeited (in dollars per share) | $ / shares	16.65
Exercised (in dollars per share) | $ / shares	3.86
Expired (in dollars per share) | $ / shares	7.39
Ending balance, outstanding (in dollars per share) | $ / shares	$ 12.15

XML

Equity-Based Compensation - Schedule of Restricted Stock Units Activity (Details) - 2021 LTIP	3 Months Ended
	Mar. 31, 2022 $ / shares shares
Restricted Stock Units
Ending balance, outstanding (in shares)	9,914,736
RSUs
Restricted Stock Units
Beginning balance, outstanding (in shares)	602,745
Granted (in shares)	2,936,040
Vested (in shares)	(57,822)
Forfeited (in shares)	(66,725)
Ending balance, outstanding (in shares)	3,414,238
Weighted Avg. Grant Date FMV
Beginning balance, outstanding (in dollars per share) | $ / shares	$ 18.37
Granted (in dollars per share) | $ / shares	14.13
Vested (in dollars per share) | $ / shares	23.84
Forfeited (in dollars per share) | $ / shares	16.77
Ending balance, outstanding (in dollars per share) | $ / shares	$ 14.66

XML

Loss Per Share - Schedule of Earnings (Loss) Per Share (Details) - USD ($) $ / shares in Units, $ in Millions	2 Months Ended			3 Months Ended
	Mar. 31, 2021	Feb. 15, 2021	Feb. 15, 2021	Mar. 31, 2022	Mar. 31, 2021
Earnings Per Share [Abstract]
Net loss	$ (34.5)	$ (17.2)	$ (17.2)	$ (16.3)	$ (51.7)
Less: Net loss attributable to the noncontrolling interest	(11.3)			(5.4)
Net income (loss) attributable to parent	$ (23.2)		$ (17.2)	$ (10.9)
Weighted average shares of Class A common stock outstanding - Basic (in shares)				172,761,665	165,486,015
Earnings (loss) per share of Class A common stock - Basic (in dollars per share)				$ (0.06)	$ (0.14)
Earnings (loss) per share of Class A common stock - Diluted (in dollars per share)				$ (0.06)	$ (0.14)

XML

Loss Per Share - Narrative (Details) - Class A Common Stock		3 Months Ended
	Feb. 16, 2021	Mar. 31, 2022
Class of Stock [Line Items]
Conversion ratio	1
LLC Units Exchanged for Shares of Class A Common Stock
Class of Stock [Line Items]
Conversion ratio	1	1

XML

Loss Per Share - Anti-Dilutive Shares (Details) - shares	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021
Stock Options
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities excluded from computation of earnings per share (in shares)	9,508,206	6,903,584
RSUs
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities excluded from computation of earnings per share (in shares)	3,414,238	66,328
LLC Units
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities excluded from computation of earnings per share (in shares)	57,313,051	57,622,302

XML

Transaction-related Expenses (Details) - USD ($) $ in Millions	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021
Subsidiary, Sale of Stock [Line Items]
Transaction-related expenses, corporate development activities	$ 3.2	$ 0.9
Transaction-related expenses	$ 3.2	5.6
IPO
Subsidiary, Sale of Stock [Line Items]
Transaction-related expenses		$ 4.7

XML

Commitment and Contingencies - Narrative (Details) - USD ($) $ in Millions	1 Months Ended		3 Months Ended
	Feb. 28, 2022	Feb. 28, 2021	Mar. 31, 2022	Dec. 31, 2021	Mar. 31, 2021	Dec. 31, 2020
Other Commitments [Line Items]
Outstanding letters of credit			$ 12.2
Sales tax reserve liability			1.8	$ 1.6
Contingent consideration			30.6	0.0
Customer equity appreciation rights | Share-based Payment Arrangement, Nonemployee
Other Commitments [Line Items]
Original grant date fair value unrecognized			14.8
Maximum aggregate value of award			118.5
Grant date fair value			74.6	76.2
Synthetic Equity Units
Other Commitments [Line Items]
Original grant date fair value unrecognized			$ 0.2	$ 0.2	$ 0.7	$ 0.0
Weighted average price volume period		30 days
Synthetic Equity Units, Time-Based Vesting
Other Commitments [Line Items]
Units outstanding (in shares)			198,668
Synthetic Equity Units, Performance-Based Vesting
Other Commitments [Line Items]
Units outstanding (in shares)			9,152
Selling, General and Administrative Expenses
Other Commitments [Line Items]
Settlement of sales and excise taxes			$ 0.2
Related Reciprocal Letter of Credit Provided
Other Commitments [Line Items]
Letters of credit released	$ 8.8
Leased Properties
Other Commitments [Line Items]
Outstanding letters of credit			3.0
Leased Properties | Centers for Medicare and Medicaid Services
Other Commitments [Line Items]
Outstanding letters of credit			$ 9.2

XML

Commitment and Contingencies - Summary of EAR Letter Agreement (Details) - Customer equity appreciation rights - Share-based Payment Arrangement, Nonemployee - USD ($) $ in Millions	Mar. 31, 2022	Dec. 31, 2021
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Remainder of 2022	$ 4.7
2023	20.0
2024	20.0
2025	19.9
2026	10.0
Total	$ 74.6	$ 76.2

XML

Commitment and Contingencies - Summary of SEU Activity (Details) - Synthetic Equity Units - USD ($) $ in Millions	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021
Share-based Payment Arrangement, Nonvested Award, Cost Not yet Recognized, Amount [Roll Forward]
Beginning balance	$ 0.2	$ 0.0
Cash payments	(0.1)	(0.8)
Ending balance	0.2	0.7
Service Expense
Share-based Payment Arrangement, Nonvested Award, Cost Not yet Recognized, Amount [Roll Forward]
SEU expense	0.0	0.5
Selling, General and Administrative Expenses
Share-based Payment Arrangement, Nonvested Award, Cost Not yet Recognized, Amount [Roll Forward]
SEU expense	$ 0.1	$ 1.0

XML

Income Taxes (Details) - USD ($) $ in Millions	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021	Dec. 31, 2021	Feb. 28, 2021
Income Tax Disclosure [Abstract]
Income tax expense (benefit)	$ (6.0)	$ (9.9)
Effective tax rate (as a percent)	27.00%	16.10%
Provision for uncertainties in income taxes	$ 0.3
Applicable cash savings payable (as a percent)				85.00%
Applicable cash savings retainable (as a percent)				15.00%
Tax receivable agreement liability	$ 56.3		$ 56.3

XML

Segment Reporting - Narrative (Details)	3 Months Ended
	Mar. 31, 2022 segment
Segment Reporting [Abstract]
Number of reportable segments	2

XML

Segment Reporting - Schedule of Operating Segment Results (Details) - USD ($) $ in Millions	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021
Segment Reporting Information [Line Items]
Revenue	$ 216.5	$ 180.0
Less: reconciling items to loss before income taxes:
Unallocated costs	45.3	72.5
Depreciation and amortization	18.0	16.7
Interest expense	4.0	6.8
Loss before income taxes	(22.3)	(61.6)
Unallocated costs as follows:
Other (income) expense	28.8	56.7
Transaction-related expenses	3.2	5.6
Non-allocated costs	0.2	1.3
Total unallocated costs	45.3	72.5
Equity-based compensation
Unallocated costs as follows:
Equity-based compensation	6.5	2.5
SEU Expense
Unallocated costs as follows:
Equity-based compensation	0.1	1.5
Customer equity appreciation rights
Unallocated costs as follows:
Equity-based compensation	6.5	4.9
Home & Community Services
Segment Reporting Information [Line Items]
Revenue	186.9	152.4
Home & Community Services | Operating Segments
Segment Reporting Information [Line Items]
Revenue	186.9	152.4
Segment Adjusted EBITDA	55.9	41.1
Episodes of Care Services
Segment Reporting Information [Line Items]
Revenue	29.6	27.6
Episodes of Care Services | Operating Segments
Segment Reporting Information [Line Items]
Revenue	29.6	27.6
Segment Adjusted EBITDA	$ (10.9)	$ (6.7)

XML

Concentrations - Schedule of Customer Concentration Risk (Details) - Revenue from Contract with Customer Benchmark - Customer Concentration Risk	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021
Customer A
Concentration Risk [Line Items]
Concentration risk (as a percent)	35.00%	26.00%
Customer B
Concentration Risk [Line Items]
Concentration risk (as a percent)	29.00%	30.00%
Customer C
Concentration Risk [Line Items]
Concentration risk (as a percent)		10.00%

XML

Concentrations - Narrative (Details) - Customer Concentration Risk	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021
Revenue from Contract with Customer Benchmark | Top Ten Customers
Concentration Risk [Line Items]
Concentration risk (as a percent)	84.00%
Accounts Receivable | Customer One
Concentration Risk [Line Items]
Concentration risk (as a percent)	27.00%	18.00%
Accounts Receivable | Customer Two
Concentration Risk [Line Items]
Concentration risk (as a percent)	19.00%	12.00%
Accounts Receivable | Customer Three
Concentration Risk [Line Items]
Concentration risk (as a percent)	10.00%

XML

Subsequent Events (Details) - USD ($) $ in Millions	Apr. 01, 2022	Mar. 31, 2022
Subsequent Event [Line Items]
Total lease payments		$ 38.4
IRELAND | Subsequent Event
Subsequent Event [Line Items]
Lease term	15 years
Lease termination period	10 years
Lease payments to be paid prior to termination period	$ 7.0
Total lease payments	$ 11.1

XML

Label	Element	Value
Adjustments to Additional Paid in Capital, Subscription Fee Receivable	sgfy_AdjustmentsToAdditionalPaidInCapitalSubscriptionFeeReceivable	$ 600,000
Stock Issued During Period, Value, New Issues	us-gaap_StockIssuedDuringPeriodValueNewIssues	604,900,000
Stock Issued During Period, Value, Effect of Reorganization Transactions	sgfy_StockIssuedDuringPeriodValueEffectOfReorganizationTransactions	0
Shares Issued, Value, Share-based Payment Arrangement, after Forfeiture	us-gaap_StockIssuedDuringPeriodValueShareBasedCompensation	$ 1,600,000
Accounting Standards Update [Extensible Enumeration]	us-gaap_AccountingStandardsUpdateExtensibleList	Accounting Standards Update 2016-02 [Member]
Adjustments to Additional Paid in Capital, Contributions	sgfy_AdjustmentsToAdditionalPaidInCapitalContributions	$ 26,000,000.0
Stock Issued During Period, Value, Stock Options Exercised	us-gaap_StockIssuedDuringPeriodValueStockOptionsExercised	400,000
Limited Liability Company (LLC) Members' Equity, Unit-based Payment Arrangement	us-gaap_LimitedLiabilityCompanyLLCMembersEquityUnitBasedCompensation	900,000
Adjustments to Additional Paid in Capital, Deferred Tax Adjustment	sgfy_AdjustmentsToAdditionalPaidInCapitalDeferredTaxAdjustment	6,300,000
Noncontrolling Interest [Member]
Stock Issued During Period, Value, New Issues	us-gaap_StockIssuedDuringPeriodValueNewIssues	125,300,000
Stock Issued During Period, Value, Effect of Reorganization Transactions	sgfy_StockIssuedDuringPeriodValueEffectOfReorganizationTransactions	254,900,000
Shares Issued, Value, Share-based Payment Arrangement, after Forfeiture	us-gaap_StockIssuedDuringPeriodValueShareBasedCompensation	700,000
Net Income (Loss), Including Portion Attributable to Noncontrolling Interest	us-gaap_ProfitLoss	(11,300,000)
Stockholders' Equity, Including Portion Attributable to Noncontrolling Interest	us-gaap_StockholdersEquityIncludingPortionAttributableToNoncontrollingInterest	0
Stockholders' Equity, Including Portion Attributable to Noncontrolling Interest	us-gaap_StockholdersEquityIncludingPortionAttributableToNoncontrollingInterest	369,600,000
Member Units [Member]
Stock Issued During Period, Value, Effect of Reorganization Transactions	sgfy_StockIssuedDuringPeriodValueEffectOfReorganizationTransactions	(877,700,000)
Net Income (Loss), Including Portion Attributable to Noncontrolling Interest	us-gaap_ProfitLoss	(17,200,000)
Members' Equity	us-gaap_MembersEquity	894,000,000.0
Members' Equity	us-gaap_MembersEquity	0
Limited Liability Company (LLC) Members' Equity, Unit-based Payment Arrangement	us-gaap_LimitedLiabilityCompanyLLCMembersEquityUnitBasedCompensation	900,000
Retained Earnings [Member]
Net Income (Loss), Including Portion Attributable to Noncontrolling Interest	us-gaap_ProfitLoss	(23,200,000)
Additional Paid-in Capital [Member]
Adjustments to Additional Paid in Capital, Subscription Fee Receivable	sgfy_AdjustmentsToAdditionalPaidInCapitalSubscriptionFeeReceivable	600,000
Stock Issued During Period, Value, New Issues	us-gaap_StockIssuedDuringPeriodValueNewIssues	479,300,000
Stock Issued During Period, Value, Effect of Reorganization Transactions	sgfy_StockIssuedDuringPeriodValueEffectOfReorganizationTransactions	620,800,000
Shares Issued, Value, Share-based Payment Arrangement, after Forfeiture	us-gaap_StockIssuedDuringPeriodValueShareBasedCompensation	900,000
Stockholders' Equity, Including Portion Attributable to Noncontrolling Interest	us-gaap_StockholdersEquityIncludingPortionAttributableToNoncontrollingInterest	0
Stockholders' Equity, Including Portion Attributable to Noncontrolling Interest	us-gaap_StockholdersEquityIncludingPortionAttributableToNoncontrollingInterest	1,082,300,000
Adjustments to Additional Paid in Capital, Contributions	sgfy_AdjustmentsToAdditionalPaidInCapitalContributions	26,000,000.0
Stock Issued During Period, Value, Stock Options Exercised	us-gaap_StockIssuedDuringPeriodValueStockOptionsExercised	400,000
Adjustments to Additional Paid in Capital, Deferred Tax Adjustment	sgfy_AdjustmentsToAdditionalPaidInCapitalDeferredTaxAdjustment	$ 6,300,000
Common Class A [Member] | Common Stock [Member]
Stock Issued During Period, Shares, New Issues	us-gaap_StockIssuedDuringPeriodSharesNewIssues	27,025,000
Stock Issued During Period, Value, New Issues	us-gaap_StockIssuedDuringPeriodValueNewIssues	$ 300,000
Stock Issued During Period, Value, Effect of Reorganization Transactions	sgfy_StockIssuedDuringPeriodValueEffectOfReorganizationTransactions	1,400,000
Stockholders' Equity, Including Portion Attributable to Noncontrolling Interest	us-gaap_StockholdersEquityIncludingPortionAttributableToNoncontrollingInterest	1,700,000
Stockholders' Equity, Including Portion Attributable to Noncontrolling Interest	us-gaap_StockholdersEquityIncludingPortionAttributableToNoncontrollingInterest	$ 0
Common Stock, Shares, Outstanding	us-gaap_CommonStockSharesOutstanding	167,967,856
Common Stock, Shares, Outstanding	us-gaap_CommonStockSharesOutstanding	0
Stock Issued During Period, Shares, Effect of Reorganization Transactions	sgfy_StockIssuedDuringPeriodSharesEffectOfReorganizationTransactions	140,758,464
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercises in Period	us-gaap_StockIssuedDuringPeriodSharesStockOptionsExercised	184,392
Common Class B [Member] | Common Stock [Member]
Stock Issued During Period, Value, Effect of Reorganization Transactions	sgfy_StockIssuedDuringPeriodValueEffectOfReorganizationTransactions	$ 600,000
Shares Issued, Shares, Share-based Payment Arrangement, after Forfeiture	us-gaap_StockIssuedDuringPeriodSharesShareBasedCompensation	8,626
Stockholders' Equity, Including Portion Attributable to Noncontrolling Interest	us-gaap_StockholdersEquityIncludingPortionAttributableToNoncontrollingInterest	$ 0
Stockholders' Equity, Including Portion Attributable to Noncontrolling Interest	us-gaap_StockholdersEquityIncludingPortionAttributableToNoncontrollingInterest	$ 600,000
Common Stock, Shares, Outstanding	us-gaap_CommonStockSharesOutstanding	0
Common Stock, Shares, Outstanding	us-gaap_CommonStockSharesOutstanding	57,622,302
Stock Issued During Period, Shares, Effect of Reorganization Transactions	sgfy_StockIssuedDuringPeriodSharesEffectOfReorganizationTransactions	57,613,676