0001831097FALSE00018310972024-01-052024-01-05
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
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CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): January 5, 2024
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agilon health, inc.
(Exact name of Registrant as Specified in Its Charter)
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Delaware | | 001-40332 | | 37-1915147 |
(State or Other Jurisdiction of Incorporation) | | (Commission File Number) | | (IRS Employer Identification No.) |
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6210 E Hwy 290, Suite 450 | | | | |
Austin, TX | | | | 78723 |
(Address of Principal Executive Offices) | | | | (Zip Code) |
Registrant’s Telephone Number, Including Area Code: 562 256-3800
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
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o | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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o | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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o | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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o | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
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Title of each class | | Trading Symbol(s) | | Name of each exchange on which registered |
Common stock, par value $0.01 per share | | AGL | | The New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
Emerging growth company o
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. o
Item 2.02 Results of Operations and Financial Condition.
On January 5, 2024, agilon health, inc. (“agilon health”) issued a press release updating its full year 2023 guidance, providing its initial outlook for 2024 and withdrawing its 2026 outlook. A copy of the press release is furnished herewith as Exhibit 99.1 and is incorporated by reference herein.
Item 7.01 Regulation FD Disclosure.
agilon health will host a conference call on Friday, January 5, 2024 at 8:00 AM Eastern Time with management remarks and a question and answer session. The conference call can be accessed by dialing (800) 590-8290 for U.S. participants and +1 (240) 690-8800 for international participants and referencing participant code AGL2024. A simultaneous webcast may be accessed by visiting the “Events & Presentations” section of agilon’s Investor Relations website at https://investors.agilonhealth.com. A replay of the call will be available via webcast for on-demand listening shortly after the completion of the call. A copy of the investor presentation that will be used during the conference call is furnished herewith as Exhibit 99.2 and is incorporated by reference herein.
The information set forth in Items 2.02 and 7.01 of this Current Report on Form 8-K and the related information in Exhibit 99.1 and Exhibit 99.2 attached hereto is being furnished herewith, and shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section and shall not be incorporated by reference in any filing with, the Securities and Exchange Commission under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference therein.
Item 9.01 Financial Statements and Exhibits.
(d)Exhibits
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Exhibit Number | | Description |
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99.1 | | |
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99.2 | | |
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104 | | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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.
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| | | agilon health, inc. |
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Date: | January 5, 2024 | By: | /s/ TIMOTHY S. BENSLEY |
| | | Timothy S. Bensley Chief Financial Officer |