Alignment Healthcare, Inc 8-K, filed May 12, 2026
Alignment Healthcare, Inc. (ALHC)
8-K
2026-05-12
For: 2026-05-06
View Original
Added on
May 12, 2026
About this 8-K
Alignment Healthcare, Inc filed this 8-K on May 12, 2026, reporting on events of May 6, 2026.
Items reported
- Item 5.03: Charter or bylaw amendment, or fiscal year change
- Item 7.01: Regulation FD disclosure
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_________________
FORM 8-K
_________________
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): May 6, 2026
_______________________________
(Exact name of registrant as specified in its charter)
_______________________________
| (State or Other Jurisdiction of Incorporation) | (Commission File Number) | (I.R.S. Employer Identification No.) | ||||||
(Address of Principal Executive Offices) (Zip Code)
(844 ) 310-2247
(Registrant's telephone number, including area code)
N/A
(Former name or former address, if changed since last report)
_______________________________
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:
| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | |||||
| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | |||||
| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | |||||
| 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:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||
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 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On May 6, 2026, the Board of Directors of Alignment Healthcare, Inc. (the "Company") unanimously approved an amendment (the "Amendment") to the Company's Amended and Restated Bylaws (the "Bylaws"), effective immediately. The Amendment amends and restates Article III, Section 6 to provide (i) for the position of Vice Chair of the Board and (ii) that a Vice Chair will have such duties as may from time to time be requested by the Board of Directors and that in the absence of the Chairman, a Vice Chair will preside over meetings of the Board.
The foregoing summary of the Amendment does not purport to be complete and is qualified in its entirety by reference to the complete text of the Amendment, which is filed as Exhibit 3.1 hereto and is incorporated herein by reference.
Item 7.01 Regulation FD Disclosure.
The Company issued a press release on May 12, 2026, regarding changes to its executive leadership structure. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.
The information in this Item 7.01 and Exhibit 99.1 of this Current Report on Form 8-K shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall such information and exhibits be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Exchange Act, except as expressly set forth by specific reference in such a filing.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits:
| Exhibit Number | Description | |||||||
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |||||||
SIGNATURE
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 hereunto duly authorized.
| Alignment Healthcare, Inc. | ||||||||
| Date: May 12, 2026 | By: | /s/ Christopher Joyce | ||||||
| Christopher Joyce | ||||||||
| Chief Legal & Administrative Officer | ||||||||
Exhibit 3.1
FIRST AMENDMENT
TO THE
AMENDED AND RESTATED BYLAWS
OF
ALIGNMENT HEALTHCARE, INC.
A Delaware corporation
(Adopted as of May 6, 2026)
This First Amendment (the “Amendment”) to the Amended and Restated Bylaws (the “Bylaws”) of Alignment Healthcare, Inc., a Delaware corporation, is made effective as of the date first above written in accordance with Article VIII of the Bylaws, and hereby amends the Bylaws by amending and restating Article III, Section 6 as follows:
Section 6. Board Roles; Meeting Quorum and Voting.
(a) Chairman of the Board. The Board of Directors may elect, by the affirmative vote of a majority of the directors then in office, a Chairman of the Board. The Chairman of the Board must be a director and may be an officer of the Corporation. Subject to the provisions of these Bylaws and the direction of the Board of Directors, he or she shall perform all duties and have all powers which are commonly incident to the position of Chairman of the Board or which are delegated to him or her by the Board of Directors, preside at all meetings of the stockholders and Board of Directors at which he or she is present and have such powers and perform such duties as the Board of Directors may from time to time prescribe. In addition, the Board of Directors may designate by resolution one or more Vice Chairs of the Board with such duties as may from time to time be requested by the Board of Directors. If the Chairman of the Board is not present at a meeting of the Board of Directors, a Vice Chair shall preside at such meeting; if no Vice Chair is present at such meeting, the Chief Executive Officer (if the Chief Executive Officer is a director and is not also the Chairman of the Board) shall preside at such meeting; and, if neither a Vice Chair nor the Chief Executive Officer is present at such meeting, a majority of the directors present at such meeting shall elect one of the directors present at the meeting to so preside.
(b) Lead Independent Director. If the Chair of the Board does not qualify as an independent director, as defined in the Nasdaq Stock Market listing rules, the independent directors of the Board shall appoint an independent director to serve as Lead Independent Director. The Lead Independent Director shall be appointed by a majority vote of the independent directors. The Lead Independent Director may be removed as Lead Independent Director at any time with or without cause (including, without limitation, upon a determination by the Board that the Chair is an independent director) by a majority of the independent directors. The Lead Independent Director, if one is appointed, shall have such duties as may be prescribed, from time to time, by the Board of Directors.
(c) Quorum, Required Vote and Adjournment. At all meetings of the Board of Directors, a majority of the directors then in office shall constitute a quorum for the transaction of business, provided, however, that a quorum shall never be less than one-third the total number of directors. Unless by express provision of an applicable law, the Certificate of Incorporation or these Bylaws a different vote is required, the vote of a majority of directors present at a meeting at which a quorum is present shall be the act of the Board of Directors. At any meeting of the Board of Directors, business shall be transacted in such order and manner as the Board of Directors may from time to time determine. If a quorum shall not be present at any meeting of the Board of Directors, the directors present thereat may, to the fullest extent permitted by law, adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present.
Except to the extent amended by this Amendment, the Bylaws of the Corporation shall remain in full force and effect.
Exhibit 99.1
Alignment Healthcare Strengthens Leadership Team to
Support Long-Term Growth and Shareholder Value Creation
Support Long-Term Growth and Shareholder Value Creation
Founder and CEO John Kao Assumes Additional Role as Chairman of the Board
Orange, Calif., May 12, 2026 (Globe Newswire) – Alignment Healthcare, Inc. (NASDAQ: ALHC) today announced leadership updates that further strengthen the organization as the company continues to scale for long-term growth.
Founder and CEO John Kao has been named Chairman of the Board, in addition to his role as CEO. Kao will continue to lead the company day to day as CEO, maintaining continuity of strategy and execution.
“Alignment is making strong progress as we enter our next phase of growth,” said Kao. “Taking on the role of Chairman allows me to work even more closely with the Board as we focus on disciplined execution, long-term value creation and delivering for the seniors and providers we serve.”
The Board also announced that previous Board Chairman and veteran healthcare executive Joseph Konowiecki will serve as Vice Chairman of the Board and has been named Executive Vice President (EVP) of Corporate Affairs. The role brings dedicated enterprise-level leadership across core shared services as the organization grows in scale and complexity.
As EVP of Corporate Affairs, Konowiecki will oversee Human Resources, Legal and Communications, bringing even greater cohesion across functions that enable enterprise focus and execution. He will also help advance the company’s strategic positioning as Alignment grows.
“John’s expanded role reflects the Board’s confidence in his leadership and in the direction the company is headed,” said Konowiecki. “With strong leadership across the organization, this structure enables greater focus, consistency and confidence as Alignment moves forward.”
To further advance provider enablement, Mark Kent is joining Alignment as President of its Management Services Organization (MSO). Kent brings extensive experience leading value-based primary care and provider platforms, most recently serving as chief executive of a multi-state primary care organization and previously holding senior leadership roles at Humana’s Florida primary care operations. His background includes driving operational performance, scaling provider networks, improving clinical and financial outcomes, and leading complex healthcare organizations through periods of transformation and growth.
In this role, Kent will lead MSO performance, provider support and operational execution, while maintaining close alignment with the company’s health plan. The MSO includes Alignment’s direct network provider capabilities and supports payer‑provider partnerships as those partnerships expand.
Alignment also announced that Shane Hochradel will join the company as Chief Operations Officer (COO). Hochradel brings experience leading complex healthcare operations across Medicare, Medicaid and commercial businesses, most recently at Elevance Health and previously at UnitedHealth Group and Highmark Health.
As COO, Hochradel will oversee enterprise operations, providing leadership across markets and functions. The role adds depth to Alignment’s leadership bench and reinforces operational focus as the company advances its growth trajectory.
Konowiecki, Kent and Hochradel will report directly to Kao.
“Together, these leadership additions strengthen Alignment’s operating model and position the company well for sustained growth and execution at scale,” Kao added.
About Alignment Health
Alignment Health is championing a new path in senior care that empowers members to age well and live their most vibrant lives. A consumer brand name of Alignment Healthcare (NASDAQ: ALHC), Alignment Health’s mission-focused team makes high-quality, low-cost care a reality for its Medicare Advantage members every day. Based in California, the company partners with nationally recognized and trusted local providers to deliver coordinated care, powered by its customized care model, 24/7 concierge care team and purpose-built technology, AVA®. As it expands its offerings and grows its national footprint, Alignment upholds its core values of leading with a serving heart and putting the senior first. For more information, visit www.alignmenthealth.com.
Investor Contact Harrison Zhuo hzhuo@ahcusa.com
Media Contact Jerry Slowey publicrelations@ahcusa.com