UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM
CURRENT REPORT
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| Item 2.02 | Results of Operations and Financial Condition. |
On November 6, 2025, Astrana Health, Inc. (the “Company”) issued a press release announcing its financial results for the three and nine months ended September 30, 2025. A copy of the press release is furnished with this Current Report on Form 8-K as Exhibit 99.1 and incorporated herein by reference.
The information furnished pursuant to this Item 2.02 to this Current Report on Form 8-K, including the exhibit, is being “furnished” and, as such, shall not be deemed to be “filed” for the 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, nor shall it be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.
Item 7.01 Regulation FD Disclosure.
The Company has scheduled a conference call and webcast at 2:30 p.m. Pacific Time/5:30 p.m. Eastern Time today on November 6, 2025 to discuss the Company’s financial results for the three and nine months ended September 30, 2025. In addition to the press release, an earnings presentation will be made available on the Company’s investor relations page at ir.astranahealth.com. A copy of the earnings presentation is furnished as Exhibit 99.2 to this Current Report on Form 8-K and incorporated herein by reference.
The information furnished pursuant to this Item 7.01 to this Current Report on Form 8-K, including the exhibit, is being “furnished” and, as such, shall not be deemed to be “filed” for the purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities of that section, nor shall it be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
| Exhibit No. | Description | |
| 99.1 | Press Release of Astrana Health, Inc. Regarding its Financial Results for the Three and Nine Months Ended September 30, 2025, dated November 6, 2025 | |
| 99.2 | Supplemental Data of Astrana Health, Inc., dated November 6, 2025. | |
| 104 | Cover Page Interactive Data File (the cover page XBRL tags are 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 hereunto duly authorized.
| ASTRANA HEALTH, INC. | ||
| Date: November 6, 2025 | By: | /s/ Brandon K. Sim |
| Name: | Brandon K. Sim | |
| Title: | Chief Executive Officer and President | |
Exhibit 99.1

Astrana Health, Inc. Reports Third Quarter 2025 Results
Company to Host Conference Call on Thursday, November 6, 2025, at 2:30 p.m. PT/5:30 p.m. ET
| · | Reports total revenue of $956.0 million, up 100% year-over-year, and at the higher end of guidance | |
| · | Reports adjusted EBITDA of $68.5 million, at the higher end of guidance | |
| · | Closes Prospect Health acquisition where standalone third quarter performance exceeded expectations | |
| · | Continuing to control medical costs well; reiterating full-year trend expectations | |
| · | Updates full-year 2025 guidance to account for full-risk contract delays unrelated to core performance |
ALHAMBRA, Calif., November 6, 2025 /PRNewswire/ -- Astrana Health, Inc. (“Astrana,” and together with its subsidiaries and affiliated entities, the “Company”) (NASDAQ: ASTH), a leading provider-centric, technology-powered healthcare company enabling providers to deliver accessible, high-quality, and high-value care to all, today announced its consolidated financial results for the third quarter ended September 30, 2025.
“Astrana delivered solid third quarter results and demonstrated strong momentum in our first quarter of combined operations with Prospect Health,” said Brandon Sim, President and Chief Executive Officer. “Prospect’s performance exceeded our expectations, and integration is progressing well, expanding our scale, capabilities, and physician reach across key markets. While our full-year outlook reflects the updated timing of certain full-risk contract transitions, which we expect to complete in the first quarter of 2026, underlying clinical and cost trend performance across both the legacy Astrana and Prospect businesses remain strong. We continue to execute with discipline and focus on building a more coordinated, high-quality, and accessible care delivery platform for the long term.”
Financial Highlights for Third Quarter Ended September 30, 2025:
All comparisons are to the three months ended September 30, 2024 unless otherwise stated.
| · | Total revenue of $956.0 million, up 100% from $478.7 million |
| · | Care Partners revenue of $897.7 million, up 97% from $455.8 million |
| · | Net income attributable to Astrana of $0.4 million |
| · | Earnings per share - diluted of $0.01 |
| · | Adjusted EBITDA(1) of $68.5 million, up 52% from $45.2 million |
Financial Highlights for Nine Months Ended September 30, 2025:
All comparisons are to the nine months ended September 30, 2024 unless otherwise stated.
| · | Total revenue of $2,231.2 million, up 63% from $1,369.3 million |
| · | Care Partners revenue of $2,130.1 million up 64% from $1,301.4 million |
| · | Net income attributable to Astrana of $16.5 million |
| · | Earnings per share - diluted of $0.33 |
| · | Adjusted EBITDA(1) of $153.0 million, up 13% from $135.3 million |
(1) See “Reconciliation of Net Income to EBITDA, Adjusted EBITDA and Adjusted EBITDA Margin” and “Use of Non-GAAP Financial Measures” below for additional information.
Recent Operating Highlights
| · | On July 1, 2025, the Company completed its previously announced acquisition of Prospect Health, including its California-licensed health plan (Prospect Health Plan), its medical groups in multiple states (Prospect Medical Groups), its management service organization (Prospect Medical Systems), its pharmacy (RightRx), and Foothill Regional Medical Center. |
| · | Announced a strategic partnership with Intermountain Health to expand access to coordinated, high-quality care across southern Nevada. The collaboration integrates Astrana’s provider network and clinics with Intermountain’s health system capabilities, with the goal of enhancing primary care access, improving patient outcomes, and advancing the region’s healthcare infrastructure through shared technology and care management programs. | |
| · | Announced a new partnership with a provider group in Southern California within the Care Enablement business. The group serves more than 40,000 members in value-based care arrangements across all lines of business and will onboard to the Astrana platform in the first half of 2026. |
Segment Results for three months ended September 30, 2025:
All comparisons are to the three months ended September 30, 2024 unless otherwise stated.
| Three Months Ended September 30, 2025 | ||||||||||||||||||||||||
| (in thousands) | Care Partners | Care Delivery | Care Enablement | Intersegment Elimination | Corporate Costs | Consolidated Total | ||||||||||||||||||
| Total revenues | $ | 897,730 | $ | 86,871 | $ | 87,340 | $ | (115,893 | ) | $ | — | $ | 956,048 | |||||||||||
| % change vs. prior year quarter | 97 | % | 150 | % | 113 | % | ||||||||||||||||||
| Cost of services | 788,427 | 72,210 | 44,067 | (45,848 | ) | — | 858,856 | |||||||||||||||||
| General and administrative | 72,066 | 14,346 | 17,756 | (69,964 | ) | 28,183 | 62,387 | |||||||||||||||||
| Depreciation and amortization | 11,953 | 1,332 | 2,115 | — | 195 | 15,595 | ||||||||||||||||||
| Total expenses | 872,446 | 87,888 | 63,938 | (115,812 | ) | 28,378 | 936,838 | |||||||||||||||||
| Income (loss) from operations | $ | 25,284 | $ | (1,017 | ) | $ | 23,402 | $ | (81 | )(1) | $ | (28,378 | ) | $ | 19,210 | |||||||||
| % change vs. prior year quarter | (35 | )% | (25 | )% | 271 | % | ||||||||||||||||||
(1) Income from operations for the intersegment elimination represents rental income from segments renting from other segments. Rental income is presented within other income which is not presented in the table.
2025 Guidance:
Astrana is providing the following updated guidance for total revenue and Adjusted EBITDA for the year ending December 31, 2025 based on the Company’s existing business, current view of existing market conditions, and assumptions.
| ($ in millions) | Year Ending December 31, 2025 | |||||||
| Guidance Range | ||||||||
| Low | High | |||||||
| Total revenue | $ | 3,100 | $ | 3,180 | ||||
| Adjusted EBITDA | $ | 200 | $ | 210 | ||||
See “Guidance Reconciliation of Net Income to EBITDA and Adjusted EBITDA” and “Use of Non-GAAP Financial Measures” below for additional information. There can be no assurance that actual amounts will not be materially higher or lower than these expectations. See “Forward-Looking Statements” below for additional information.
Conference Call and Webcast Information:
Astrana will host a conference call at 2:30 p.m. PT/5:30 p.m. ET today (Thursday, November 6, 2025), during which management will discuss the results of the third quarter ended September 30, 2025. To participate in the conference call, please use the following dial-in numbers about 5 minutes prior to the scheduled conference call time:
| U.S. & Canada (Toll-Free): | +1 (877) 858-9810 |
| International (Toll): | +1 (201) 689-8517 |
The conference call can also be accessed via webcast at: https://event.choruscall.com/mediaframe/webcast.html?webcastid=J8XerGef
An accompanying slide presentation will be available in PDF format on the “IR Calendar” page of the Company’s website (https://ir.astranahealth.com/news-events/ir-calendar) after issuance of the earnings release and will be furnished as an exhibit to Astrana’s current report on Form 8-K to be filed with the SEC, accessible at www.sec.gov.
Those who are unable to attend the live conference call may access the recording at the above webcast link, which will be made available shortly after the conclusion of the call.
Note About Consolidated Entities
The Company consolidates entities in which it has a controlling financial interest. The Company consolidates subsidiaries in which it holds, directly or indirectly, more than 50% of the voting rights, and variable interest entities (“VIEs”) in which the Company is the primary beneficiary. Noncontrolling interests represent third party equity ownership interests in the Company’s consolidated entities (including certain VIEs). The amount of net income attributable to noncontrolling interests is disclosed in the Company’s consolidated statements of income.
About Astrana Health, Inc.
Astrana Health is a physician-centric, AI-powered healthcare company committed to delivering high-quality, patient-centered care. Built from the physician's perspective, Astrana combines its scalable care delivery infrastructure, proprietary technology platform, and aligned provider networks to enable proactive, preventive care at scale - improving patient outcomes, enhancing patient experiences, supporting provider well-being, and driving greater value across the healthcare system.
Today, Astrana supports more than 20,000 providers and over 1.6 million patients in value-based care arrangements through its affiliated provider networks, management services organization, and integrated care delivery clinics spanning primary, specialty, and ancillary care. Together, Astrana is building the healthcare system we all deserve - one that delivers better care, better experiences, and better outcomes for all. For more information, visit www.astranahealth.com.
Forward-Looking Statements
This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, such as statements about the Company’s guidance for the year ending December 31, 2025, ability to meet operational goals, ability to meet expectations in deployment of care coordination and management capabilities, ability to decrease cost of care while improving quality and outcomes, ability to deliver sustainable revenue and EBITDA growth as well as long-term value, ability to respond to the changing environment, statements about the Company's liquidity, and successful completion and implementation of strategic growth plans, acquisition strategy, and merger integration efforts. Forward-looking statements reflect current views with respect to future events and financial performance and therefore cannot be guaranteed. Such statements are based on the current expectations and certain assumptions of the Company’s management, and some or all of such expectations and assumptions may not materialize or may vary significantly from actual results. Actual results may also vary materially from forward-looking statements due to risks, uncertainties and other factors, known and unknown, including the risk factors described from time to time in the Company’s reports to the SEC, including, without limitation the risk factors discussed in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024, and subsequent quarterly reports on Form 10-Q. Any forward-looking statements made by the Company in this release speaks only as of the date on which it is made. The Company undertakes no obligation to publicly update any forward-looking statement, whether as a result of new information, future developments or otherwise, except as may be required by any applicable securities laws.
FOR MORE INFORMATION, PLEASE CONTACT:
Grant Hesser, Investor Relations
[email protected]
ASTRANA HEALTH, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA)
| September 30, 2025 | December 31, 2024 | |||||||
| (Unaudited) | ||||||||
| Assets | ||||||||
| Current assets | ||||||||
| Cash and cash equivalents | $ | 462,227 | $ | 288,455 | ||||
| Investment in marketable securities | 1,221 | 2,378 | ||||||
| Receivables, net (including amounts with related parties) | 381,215 | 275,990 | ||||||
| Income taxes receivable | — | 19,316 | ||||||
| Other receivables | 9,891 | 29,496 | ||||||
| Prepaid expenses and other current assets | 23,162 | 22,861 | ||||||
| Loans receivable | 5,913 | — | ||||||
| Total current assets | 883,629 | 638,496 | ||||||
| Non-current assets | ||||||||
| Property and equipment, net | 56,164 | 14,274 | ||||||
| Intangible assets, net | 285,060 | 118,179 | ||||||
| Goodwill | 863,266 | 419,253 | ||||||
| Income taxes receivable, non-current | 15,943 | 15,943 | ||||||
| Loans receivable, non-current | 48,474 | 51,266 | ||||||
| Investments in other entities – equity method | 18,462 | 39,319 | ||||||
| Investments in privately held entities | 8,896 | 8,896 | ||||||
| Operating lease right-of-use assets | 33,936 | 32,601 | ||||||
| Other assets | 23,356 | 16,667 | ||||||
| Total non-current assets | 1,353,557 | 716,398 | ||||||
| Total assets(1) | $ | 2,237,186 | $ | 1,354,894 | ||||
| Liabilities, Mezzanine Deficit, and Stockholders’ Equity | ||||||||
| Current liabilities | ||||||||
| Accounts payable and accrued expenses | $ | 209,747 | $ | 106,142 | ||||
| Fiduciary accounts payable | 4,476 | 8,223 | ||||||
| Medical liabilities | 333,969 | 209,039 | ||||||
| Income taxes payable | 4,919 | — | ||||||
| Operating lease liabilities | 7,181 | 5,350 | ||||||
| Current portion of long-term debt | 47,865 | 9,375 | ||||||
| Other liabilities | 21,773 | 27,479 | ||||||
| Total current liabilities | 629,930 | 365,608 | ||||||
| Non-current liabilities | ||||||||
| Deferred tax liability | 4,429 | 4,555 | ||||||
| Operating lease liabilities, net of current portion | 30,171 | 30,654 | ||||||
| Long-term debt, net of current portion and deferred financing costs | 1,002,026 | 425,299 | ||||||
| Other long-term liabilities | 15,906 | 14,610 | ||||||
| Total non-current liabilities | 1,052,532 | 475,118 | ||||||
| Total liabilities(1) | 1,682,462 | 840,726 | ||||||
| Mezzanine deficit | ||||||||
| Noncontrolling interest in Allied Physicians of California, a Professional Medical Corporation (“APC”) | (234,351 | ) | (202,558 | ) | ||||
| Stockholders’ equity | ||||||||
| Preferred stock, $0.001 par value per share; 5,000,000 shares authorized, and zero shares issued and outstanding as of September 30, 2025 and December 31, 2024 | — | — | ||||||
| Common stock, $0.001 par value per share; 100,000,000 shares authorized, 49,383,857 and 47,929,872 shares issued and outstanding, excluding 9,937,167 and 10,603,849 treasury shares, as of September 30, 2025 and December 31, 2024, respectively | 49 | 48 | ||||||
| Additional paid-in capital | 473,008 | 426,389 | ||||||
| Retained earnings | 302,486 | 286,283 | ||||||
| Total stockholders’ equity | 775,543 | 712,720 | ||||||
| Non-controlling interest | 13,532 | 4,006 | ||||||
| Total equity | 789,075 | 716,726 | ||||||
| Total liabilities, mezzanine deficit, and stockholders’ equity | $ | 2,237,186 | $ | 1,354,894 | ||||
(1) The Company’s condensed consolidated balance sheets include the assets and liabilities of its consolidated VIEs. The condensed consolidated balance sheets include total assets that can be used only to settle obligations of the Company’s consolidated VIEs totaling $1,302.4 million and $712.3 million as of September 30, 2025 and December 31, 2024, respectively, and total liabilities of the Company’s consolidated VIEs for which creditors do not have recourse to the general credit of the primary beneficiary of $383.3 million and $207.9 million as of September 30, 2025 and December 31, 2024, respectively. These VIE balances do not include $173.9 million of investment in affiliates and $30.6 million of amounts due from affiliates as of September 30, 2025, and $224.9 million of investment in affiliates and $48.1 million of amounts due to affiliates as of December 31, 2024, as these are eliminated upon consolidation and not presented within the condensed consolidated balance sheets.
ASTRANA HEALTH, INC.
CONSOLIDATED STATEMENTS OF INCOME
(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
(UNAUDITED)
| Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||||
| 2025 | 2024 | 2025 | 2024 | |||||||||||||
| Revenue | ||||||||||||||||
| Capitation, net | $ | 863,380 | $ | 431,401 | $ | 2,061,451 | $ | 1,239,885 | ||||||||
| Risk pool settlements and incentives | 30,798 | 21,779 | 60,691 | 57,564 | ||||||||||||
| Management fee income | 15,217 | 2,747 | 20,104 | 8,429 | ||||||||||||
| Fee-for-service, net | 40,080 | 18,692 | 72,848 | 54,588 | ||||||||||||
| Other revenue | 6,573 | 4,091 | 16,149 | 8,865 | ||||||||||||
| Total revenue | 956,048 | 478,710 | 2,231,243 | 1,369,331 | ||||||||||||
| Operating expenses | ||||||||||||||||
| Cost of services, excluding depreciation and amortization | 858,856 | 405,218 | 1,984,756 | 1,148,422 | ||||||||||||
| General and administrative expenses | 62,387 | 37,803 | 157,009 | 112,478 | ||||||||||||
| Depreciation and amortization | 15,595 | 7,264 | 29,348 | 19,801 | ||||||||||||
| Total expenses | 936,838 | 450,285 | 2,171,113 | 1,280,701 | ||||||||||||
| Income from operations | 19,210 | 28,425 | 60,130 | 88,630 | ||||||||||||
| Other (expense) income | ||||||||||||||||
| Income from equity method investments | 1,019 | 1,353 | 532 | 2,887 | ||||||||||||
| Interest expense | (17,718 | ) | (8,856 | ) | (32,408 | ) | (25,028 | ) | ||||||||
| Interest income | 3,522 | 3,778 | 8,170 | 11,287 | ||||||||||||
| Unrealized (loss) gain on investments | (807 | ) | (561 | ) | (837 | ) | 415 | |||||||||
| Other income (loss) | 445 | 2,673 | (3,487 | ) | 4,522 | |||||||||||
| Total other expense, net | (13,539 | ) | (1,613 | ) | (28,030 | ) | (5,917 | ) | ||||||||
| Income before provision for income taxes | 5,671 | 26,812 | 32,100 | 82,713 | ||||||||||||
| Provision for income taxes | 4,594 | 7,831 | 14,586 | 25,004 | ||||||||||||
| Net income | 1,077 | 18,981 | 17,514 | 57,709 | ||||||||||||
| Net income attributable to non-controlling interest | 704 | 2,887 | 1,026 | 7,609 | ||||||||||||
| Net income attributable to Astrana Health, Inc. | $ | 373 | $ | 16,094 | $ | 16,488 | $ | 50,100 | ||||||||
| Earnings per share – basic | $ | 0.01 | $ | 0.34 | $ | 0.34 | $ | 1.05 | ||||||||
| Earnings per share – diluted | $ | 0.01 | $ | 0.33 | $ | 0.33 | $ | 1.04 | ||||||||
ASTRANA HEALTH, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(IN THOUSANDS)
(UNAUDITED)
| Nine Months Ended September 30, | ||||||||
| 2025 | 2024 | |||||||
| Cash flows from operating activities | ||||||||
| Net income | $ | 17,514 | $ | 57,709 | ||||
| Adjustments to reconcile net income to net cash provided by operating activities: | ||||||||
| Depreciation and amortization | 29,348 | 19,801 | ||||||
| Amortization of debt issuance cost | 2,892 | 1,374 | ||||||
| Share-based compensation | 27,219 | 19,301 | ||||||
| Non-cash lease expense | 4,348 | 3,946 | ||||||
| Deferred tax | (4,924 | ) | (7,596 | ) | ||||
| Other | 4,961 | 2,694 | ||||||
| Changes in operating assets and liabilities, net of business combinations | 36,125 | (34,083 | ) | |||||
| Net cash provided by operating activities | 117,483 | 63,146 | ||||||
| Cash flows from investing activities | ||||||||
| Payments for business acquisition, net of cash acquired | (548,553 | ) | (115,494 | ) | ||||
| Proceeds from sale of equity method investment | 15,100 | — | ||||||
| Purchase of investment – equity method | — | (5,968 | ) | |||||
| Purchase of call option issued in conjunction with equity method investment | — | (3,907 | ) | |||||
| Issuance of loan receivable | (1,708 | ) | (26,000 | ) | ||||
| Purchases of property and equipment | (7,042 | ) | (5,500 | ) | ||||
| Other | 4,261 | (2,202 | ) | |||||
| Net cash used in investing activities | (537,942 | ) | (159,071 | ) | ||||
| Cash flows from financing activities | ||||||||
| Dividends paid | (6,329 | ) | (2,114 | ) | ||||
| Borrowings on long-term debt | 1,119,300 | 171,875 | ||||||
| Repayment of long-term debt | (483,323 | ) | (14,750 | ) | ||||
| Deferred financing cost | (19,205 | ) | — | |||||
| Payment of contingent liabilities | (8,284 | ) | — | |||||
| Taxes paid from net share settlement of restricted stock | (5,562 | ) | (3,975 | ) | ||||
| Other | (914 | ) | (623 | ) | ||||
| Net cash provided by financing activities | 595,683 | 150,413 | ||||||
| Net increase in cash, cash equivalents, and restricted cash | 175,224 | 54,488 | ||||||
| Cash, cash equivalents, and restricted cash, beginning of period | 289,102 | 294,152 | ||||||
| Cash, cash equivalents, and restricted cash, end of period | $ | 464,326 | $ | 348,640 | ||||
| Supplemental disclosures of cash flow information | ||||||||
| Cash paid for income taxes | $ | 4,728 | $ | 38,270 | ||||
| Cash paid for interest | $ | 30,184 | $ | 23,190 | ||||
| Supplemental disclosures of non-cash investing and financing activities | ||||||||
| Right-of-use assets obtained in exchange for operating lease liabilities | $ | 7,780 | $ | 13,303 | ||||
| Common stock issued in business combination | $ | — | $ | 21,952 | ||||
| Draw on letter of credit through Revolver Loan | $ | — | $ | 4,732 | ||||
| Common stock issued for contingent consideration payment | $ | 2,600 | $ | 4,023 | ||||
| Elimination of note payable upon consolidation | $ | 9,488 | $ | — | ||||
| Dividend paid in the form of common stock | $ | 21,935 | $ | — | ||||
The following table provides a reconciliation of cash, cash equivalents, and restricted cash reported within the condensed consolidated balance sheets that sum to the total amounts of cash, cash equivalents, and restricted cash shown in the condensed consolidated statements of cash flows (in thousands):
| September 30, | ||||||||
| 2025 | 2024 | |||||||
| Cash and cash equivalents | $ | 462,227 | $ | 347,994 | ||||
| Restricted cash (1) | 2,099 | 646 | ||||||
| Total cash, cash equivalents, and restricted cash shown in the statement of cash flows | $ | 464,326 | $ | 348,640 | ||||
| (1) | Restricted cash is included in other assets on the condensed consolidated balance sheets. |
Reconciliation of Net Income to EBITDA, Adjusted EBITDA and Adjusted EBITDA Margin
Set forth below are reconciliations of Net Income to EBITDA and Adjusted EBITDA as well as the reconciliation to Adjusted EBITDA margin for the three and nine months ended September 30, 2025 and 2024. The Company defines Adjusted EBITDA margin as Adjusted EBITDA over total revenue.
| Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||||
| (in thousands) | 2025 | 2024 | 2025 | 2024 | ||||||||||||
| Net income | $ | 1,077 | $ | 18,981 | $ | 17,514 | $ | 57,709 | ||||||||
| Interest expense | 17,718 | 8,856 | 32,408 | 25,028 | ||||||||||||
| Interest income | (3,522 | ) | (3,778 | ) | (8,170 | ) | (11,287 | ) | ||||||||
| Provision for income taxes | 4,594 | 7,831 | 14,586 | 25,004 | ||||||||||||
| Depreciation and amortization | 15,595 | 7,264 | 29,348 | 19,801 | ||||||||||||
| EBITDA | 35,462 | 39,154 | 85,686 | 116,255 | ||||||||||||
| Income from equity method investments | (1,019 | ) | (1,353 | ) | (532 | ) | (2,887 | ) | ||||||||
| Other, net | 26,340 | (1) | 1,206 | (2) | 40,597 | (3) | 2,663 | (4) | ||||||||
| Stock-based compensation | 7,699 | 6,163 | 27,219 | 19,301 | ||||||||||||
| Adjusted EBITDA | $ | 68,482 | $ | 45,170 | $ | 152,970 | $ | 135,332 | ||||||||
| Total revenue | $ | 956,048 | $ | 478,710 | $ | 2,231,243 | $ | 1,369,331 | ||||||||
| Adjusted EBITDA margin | 7 | % | 9 | % | 7 | % | 10 | % | ||||||||
| (1) | Other, net, for the three months ended September 30, 2025 relates to $13.0 million for a legal matter with a provider associated with CFC Health Plan, Inc, ("CFC HP"), $12.7 million for transaction and integration costs primarily for the acquisition of Prospect, certain costs associated with the CHS transaction, non-cash changes related to the change in the fair value of our call option and Collar Agreement, and severance fees incurred. |
| (2) | Other, net, for the three months ended September 30, 2024, relates to non-cash changes related to change in the fair value of our financing obligation to purchase remaining equity interests in one of our investments, non-cash changes related to change in the fair value of the Company's Collar Agreement, non-cash gain on debt extinguishment related to one of our promissory note payables, and transaction costs incurred for our investments and tax restructuring fees. |
| (3) | Other, net, for the nine months ended September 30, 2025, relates to $13.0 million for a legal matter with a provider associated with CFC HP, $23.6 million for transaction and integration costs primarily for the acquisition of Prospect, debt issuance costs incurred in connection with our Second Amended and Restated Credit Facility, certain costs associated with the CHS transaction, non-cash changes related to change in the fair value of our call option and Collar Agreement, and severance fees incurred. |
| (4) | Other, net, for the nine months ended September 30, 2024, relates to a financial guarantee via a letter of credit that we provided in support of two local provider-led ACOs, non-cash changes related to change in the fair value of our financing obligation to purchase the remaining equity interests in one of our investments, non-cash changes related to change in the fair value of the Company’s Collar Agreement, non-cash gain on debt extinguishment related to one of our promissory note payables, transaction costs incurred for our investments and tax restructuring fees, and reimbursement from a related party of the Company for taxes associated with the Excluded Assets spin-off. |
Guidance Reconciliation of Net Income to EBITDA and Adjusted EBITDA
| Year Ending December 31, 2025 | ||||||||
| Guidance Range | ||||||||
| (in thousands) | Low | High | ||||||
| Net income | $ | 23,500 | $ | 28,500 | ||||
| Interest expense | 37,000 | 38,000 | ||||||
| Provision for income taxes | 18,000 | 22,000 | ||||||
| Depreciation and amortization | 45,500 | 45,500 | ||||||
| EBITDA | 124,000 | 134,000 | ||||||
| Income from equity method investments | (2,000 | ) | (2,000 | ) | ||||
| Other, net | 42,000 | 42,000 | ||||||
| Stock-based compensation | 36,000 | 36,000 | ||||||
| Adjusted EBITDA | $ | 200,000 | $ | 210,000 | ||||
Use of Non-GAAP Financial Measures
This press release contains the non-GAAP financial measures EBITDA and Adjusted EBITDA, of which the most directly comparable financial measure presented in accordance with U.S. generally accepted accounting principles (“GAAP”) is net income. These measures are not in accordance with, or alternatives to GAAP, and may be calculated differently from similar non-GAAP financial measures used by other companies. The Company uses Adjusted EBITDA as a supplemental performance measure of our operations, for financial and operational decision-making, and as a supplemental means of evaluating period-to-period comparisons on a consistent basis. Adjusted EBITDA is calculated as earnings before interest, taxes, depreciation, and amortization, excluding income or loss from equity method investments, non-recurring and non-cash transactions, and stock-based compensation. The Company defines Adjusted EBITDA margin as Adjusted EBITDA over total revenue.
The Company believes the presentation of these non-GAAP financial measures provides investors with relevant and useful information, as it allows investors to evaluate the operating performance of the business activities without having to account for differences recognized because of non-core or non-recurring financial information. When GAAP financial measures are viewed in conjunction with non-GAAP financial measures, investors are provided with a more meaningful understanding of the Company’s ongoing operating performance. In addition, these non-GAAP financial measures are among those indicators the Company uses as a basis for evaluating operational performance, allocating resources, and planning and forecasting future periods. Non-GAAP financial measures are not intended to be considered in isolation, or as a substitute for, GAAP financial measures. Other companies may calculate both EBITDA and Adjusted EBITDA differently, limiting the usefulness of these measures for comparative purposes. To the extent this release contains historical or future non-GAAP financial measures, the Company has provided corresponding GAAP financial measures for comparative purposes. The reconciliation between certain GAAP and non-GAAP measures is provided above.
| November 2025 Third Quarter 2025 Earnings Supplement |
| 2 Forward Looking Statements This presentation contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act and Section 21E of the Exchange Act. Forward-looking statements include any statements about the Company's business, financial condition, operating results, plans, objectives, expectations and intentions, expansion plans, estimates of our total addressable market, our ability to successfully complete and realize the benefits of anticipated acquisitions, integration of acquired companies and any projections of earnings, revenue, EBITDA, Adjusted EBITDA or other financial items, such as the Company's projected capitation and future liquidity, and may be identified by the use of forward-looking terms such as “anticipate,” “could,” “can,” “may,” “might,” “potential,” “predict,” “should,” “estimate,” “expect,” “project,” “believe,” “plan,” “envision,” “intend,” “continue,” “target,” “seek,” “will,” “would,” and the negative of such terms, other variations on such terms or other similar or comparable words, phrases or terminology. Forward-looking statements reflect current views with respect to future events and financial performance and therefore cannot be guaranteed. Such statements are based on the current expectations and certain assumptions of the Company’s management, and some or all of such expectations and assumptions may not materialize or may vary significantly from actual results. Actual results may also vary materially from forward-looking statements due to risks, uncertainties and other factors, known and unknown, including the risk factors described from time to time in the Company’s reports to the U.S. Securities and Exchange Commission (the “SEC”), including without limitation the risk factors discussed in the Company’s last Annual Report on Form 10-K and subsequent quarterly reports on Form 10-Q filed with the SEC. Because the factors referred to above could cause actual results or outcomes to differ materially from those expressed or implied in any forward-looking statements, you should not place undue reliance on any such forward-looking statements. Any forward-looking statements speak only as of the date of this presentation and, unless legally required, the Company does not undertake any obligation to update any forward-looking statement, as a result of new information, future events or otherwise. This presentation may contain statistics and other data that in some cases has been obtained from or compiled from information made available by third-party service providers. The Company makes no representation or warranty, express or implied, with respect to the accuracy, reasonableness or completeness of such information. Use of Non-GAAP Financial Measures This presentation contains the non-GAAP financial measures EBITDA and Adjusted EBITDA, of which the most directly comparable financial measure presented in accordance with U.S. generally accepted accounting principles (“GAAP”) is net income. These measures are not in accordance with, or alternatives to, GAAP, and may be calculated differently from similar non-GAAP financial measures used by other companies. The Company uses Adjusted EBITDA as a supplemental performance measure of our operations, for financial and operational decision-making, and as a supplemental means of evaluating period-to-period comparisons on a consistent basis. Adjusted EBITDA is calculated as earnings before interest, taxes, depreciation, and amortization, excluding income or loss from equity method investments, non-recurring and non-cash transactions, stock-based compensation, and, for periods on or prior to December 31, 2023, APC excluded assets costs. Beginning in the third quarter ended September 30, 2022, the Company has revised the calculation for Adjusted EBITDA to exclude provider bonus payments and losses from recently acquired IPAs, which it believes to be more reflective of its business. The Company believes the presentation of these non-GAAP financial measures provides investors with relevant and useful information, as it allows investors to evaluate the operating performance of the business activities without having to account for differences recognized because of non-core or non-recurring financial information. When GAAP financial measures are viewed in conjunction with non-GAAP financial measures, investors are provided with a more meaningful understanding of the Company’s ongoing operating performance. In addition, these non-GAAP financial measures are among those indicators the Company uses as a basis for evaluating operational performance, allocating resources, and planning and forecasting future periods. Non-GAAP financial measures are not intended to be considered in isolation, or as a substitute for, GAAP financial measures. Other companies may calculate both EBITDA and Adjusted EBITDA differently, limiting the usefulness of these measures for comparative purposes. To the extent this Presentation contains historical or future non-GAAP financial measures, the Company has provided corresponding GAAP financial measures for comparative purposes. The reconciliation between certain GAAP and non-GAAP measures is provided in the Appendix. The Company has not provided a quantitative reconciliation of applicable non-GAAP measures, such as the projected adjusted EBITDA and adjusted EBITDA margin in 2024 and in future years for planned acquisitions, to the most comparable GAAP measure, such as net income, on a forward-looking basis within this presentation because the Company is unable, without unreasonable efforts, to provide reconciling information with respect to certain line items that cannot be calculated. These items, which could materially affect the computation of forward-looking GAAP net income, are inherently uncertain and depend on various factors, some of which are outside of the Company’s control. |
| 3 Q3 2025 Financial Results Revenue $956.0 Net Income attr. to ASTH $0.4 1. See “Reconciliation of Net Income to EBITDA and Adjusted EBITDA” and “Use of Non-GAAP Financial Measures” slides for more information. Third Quarter 2025 Performance Highlights ($ in millions, except for per share information) Adjusted EBITDA1 $68.5 EPS – Diluted $0.01 |
| 4 Q3 2025 Financial Results 1. See “Reconciliation of Net Income to EBITDA and Adjusted EBITDA,” “Guidance Reconciliation of Net Income to EBITDA and Adjusted EBITDA” and “Use of Non-GAAP Financial Measures” slides for more information There can be no assurance that actual amounts will not be materially higher or lower than these expectations. See “Forward-Looking Statements” on slide 2 ($ in millions) Actual FY 2024 Results FY 2025 Guidance Range1 Total Revenue $2,034.5 $3,100 - $3,180 Adjusted EBITDA1 $170.4 $200 - $210 FY2025 Guidance Revenue $956.0 Adjusted EBITDA1 $68.5 |
| 5 Growth Third Quarter 2025 Highlights and Recent Updates Risk Progression Increasing alignment through total cost of care responsibility in value-based arrangements 77% of our revenues coming from fully capitated arrangements versus 60% a year ago and 75% in the first quarter Outcomes and Cost Achieving superior patient outcomes while managing cost Medical cost trends across both Prospect and legacy Astrana remained firmly within expectations in the third quarter Operating Leverage Driving operating leverage across our business through our Care Enablement suite We expect to achieve $12-15M in OpEx synergies from the Prospect transaction within 12-18 months Growth Sustainably growing membership to bring better care to more Americans Closed acquisition of Prospect; Astrana is now serving over 1.6 million patients in value-based arrangements Approximately 1.4 million members in our Care Partners segment |
| 6 Prudently transitioning to full-risk contracts to better align incentives around patient outcomes and improve unit economics Projected Full-risk Partial-risk 1. Revenue by risk arrangement represents capitation revenue only 2. Members by risk arrangement represent Care Partners membership only as of September 30, 2025 Members by Risk Arrangement2 35% 47% 73% 77% 77% 100% 65% 53% 27% 23% 23% 2021 2022 2023 2024 2025 Q3 2025E 34% 66% 2025 Q3 Capitated Revenue by Risk Arrangement1 Our partial-risk membership presents an embedded opportunity for increased platform value and risk alignment. We succeed in these contracts by continuing to drive positive patient outcomes. Risk Progression |
| 7 90% 3% 2% 4% 1% Capitation, net Risk Pool Settlements & Incentives Management Fee Income Fee-for-service, net Other Income Revenue by Type1 1. Revenue for the quarter ended September 30, 2025 2. Revenue by risk arrangement represents capitation revenue only 3. Members by risk arrangement represent Care Partners membership only as of September 30, 2025 60% 25% 9% 6% Medicare Medicaid Commercial Other Third Parties Revenue By Payer Type1 77% 23% Full-risk Partial-risk Revenue by Risk Arrangement1,2 34% 66% Full-risk Partial-risk Members by Risk Arrangement3 Our Value-Based Care Business is Diverse |
| 8 Note: For more information, see “Reconciliation of Net Income to EBITDA and Adjusted EBITDA”, “Guidance Reconciliation of Net Income to EBITDA and Adjusted EBITDA”, and “Use of Non-GAAP Financial Measures“ slides for more information Revenue ($ in millions) Adj. EBITDA ($ in millions) $561 $687 $774 $1,144 $1,387 $2,035 2019 2020 2021 2022 2023 ~33% CAGR 2024 $54.2 $102.8 $133.5 $140.0 $146.6 $170.4 2019 2020 2021 2022 2023 2024 ~25% CAGR Astrana grows profitably across all market conditions 2025E $3,100 – $3,180 $200 - $210 2025E |
| 9 Quarter over Quarter Segment Revenue Revenue $ in millions Q3 2024 Q4 2024 Q1 2025 Q2 2025 Q3 2025 Care Partners High-performing network of aligned providers $455.8 $647.7 $601.0 $631.4 Care Delivery High-quality system of employed providers $34.7 $36.4 $33.4 $38.4 Care Enablement Full-stack tech, clinical, and operations platform $40.9 $45.1 $39.6 $40.9 Inter-company $(52.7) $(63.9) $(53.5) $(55.9) Total $478.7 $665.2 $620.4 $654.8 Note: Numbers may not total due to rounding. Certain amounts disclosed in the prior periods have been recast to conform to the current period presentation. Specifically, segments are presented net of intrasegment eliminations. $897.7 $86.9 $87.3 $(115.9) $956.0 |
| 10 Selected Financial Results |
| 11 Three Months Ended September 30, $ in thousands except per share data 2025 2024 Revenue Capitation, net $ 863,380 $ 431,401 Risk pool settlements and incentives 30,798 21,779 Management fee income 15,217 2,747 Fee-for-service, net 40,080 18,692 Other revenue 6,573 4,091 Total revenue 956,048 478,710 Total expenses 936,838 450,285 Income from operations 19,210 28,425 Net income $ 1,077 $ 18,981 Net income attributable to noncontrolling interests 704 2,887 Net income attributable to Astrana Health $ 373 $ 16,094 Earnings per share – diluted $ 0.01 $ 0.33 EBITDA1 $ 35,462 $ 39,154 Adjusted EBITDA1 $ 68,482 $ 45,170 1. See “Reconciliation of Net Income to EBITDA and Adjusted EBITDA” and “Use of Non-GAAP Financial Measures” slides for more information. Summary of Selected Financial Results |
| 12 $ in thousands Care Partners Care Delivery Care Enablement Intersegment Elimination Corporate Costs Consolidated Total Total revenues $ 897,730 86,871 87,340 (115,893) - 956,048 % change vs prior year quarter 97% 150% 113% 99% Cost of services 788,427 72,210 44,067 (45,848) - 858,856 General and administrative expenses1 84,019 15,678 19,871 (69,964) 28,378 77,982 Total expenses 872,446 87,888 63,938 (115,812) 28,378 936,838 Income (loss) from operations $ 25,284 (1,017) 23,402 (81)2 (28,378) 19,210 % change vs prior year quarter (35)% (25)% 271% For the three months ended September 30, 2025 1. Balance includes general and administrative expenses and depreciation and amortization. 2. Income from operations for the intersegment elimination represents sublease income between segments. Sublease income is presented within other income that is not presented in the table. Segment Results |
| 13 $ in millions 9/30/2025 12/31/2024 $ Change Cash and cash equivalents and investments in marketable securities1 $463.4 $290.8 $172.6 Working capital $253.7 $272.9 $(19.2) Total stockholders’ equity $789.1 $716.7 $72.4 1. Excluding restricted cash Balance Sheet Highlights |
| 14 Three Months Ended September 30, $ in thousands 2025 2024 Net Income $ 1,077 $ 18,981 Interest Expense 17,718 8,856 Interest income (3,522) (3,778) Provision for income taxes 4,594 7,831 Depreciation and amortization 15,595 7,264 EBITDA 35,462 39,154 Income from equity method investments (1,019) (1,353) Other, net 26,3402 (1,206)3 Stock-based compensation 7,699 6,163 Adjusted EBITDA $ 68,482 $ 45,170 Adjusted EBITDA margin1 7% 9% 1.The Company defines Adjusted EBITDA margin as Adjusted EBITDA over total revenue. 2. Other, net, for the three months ended September 30, 2025 relates to $13.0 million for a legal matter with a provider associated with CFC Health Plan, Inc, ("CFC HP"), $12.7 million for transaction and integration costs primarily for the acquisition of Prospect, certain costs associated with the CHS transactions, non-cash changes related to the change in the fair value of our call option and Collar Agreement, and severance fees incurred. 3. Other, net, for the three months ended September 30, 2024, relates to non-cash changes related to change in the fair value of our financing obligation to purchase remaining equity interests in one of our investments, non-cash changes related to change in the fair value of the Company's Collar Agreement, non-cash gain on debt extinguishment related to one of our promissory note payables, and transaction costs incurred for our investments and tax restructuring fees. Reconciliation of Net Income to EBITDA & Adjusted EBITDA |
| 15 For the twelve months ended TTM Ended Year Ended $ in millions September 30, 2025 2024 2023 2022 2021 2020 2019 Net Income $ 9.7 $ 49.9 $ 57.8 $ 45.7 $ 46.1 $ 122.1 $ 15.8 Interest expense 40.5 33.1 16.1 7.9 5.4 9.5 4.7 Interest income (11.4) (14.5) (14.2) (2.0) (1.6) (2.8) (2.0) Provision for income taxes 20.5 30.9 32.0 40.9 31.7 56.3 10.0 Depreciation and amortization 37.5 27.9 17.7 17.5 17.5 18.4 18.3 EBITDA1 96.8 127.3 109.5 110.1 99.1 203.5 46.8 (Income) loss from equity method investments (2.1) (4.5) (5.1) (5.7)6 5.36 (0.3) 6 2.9 Gain on sale of equity method investment - - - - (2.2) - - Other, net 50.92 13.03 6.24 3.35 (1.7) 6 (0.5) 6 2.0 Stock-based compensation 42.5 34.5 22.0 16.1 6.7 3.4 0.9 APC excluded assets costs - - 14.0 16.28 26.48 (103.3) 8 1.5 Adjusted EBITDA1 $ 188.0 $ 170.4 $ 146.6 $ 140.0 $ 133.5 $ 102.8 54.2 Net Revenue $ 2,896.5 $ 2,034.5 $ 1,386.7 $ 1,144.2 $ 773.9 $ 687.2 560.6 Adjusted EBITDA Margin7 6% 8% 11% 12% 17% 15% 10% 1. See “Use of Non-GAAP Financial Measures” slide for more information 2. Other, net, for TTM ended September 30, 2025, relates to a legal matter with CFC HP, transaction and integration costs primarily for the acquisition of Prospect, debt issuance costs incurred in connection with our Second Amended and Restated Credit Facility, certain costs associated with the CHS transactions, non-cash changes related to change in the fair value of our call option and Collar Agreement, and severance fees incurred.;3. Other, net for the year ended December 31, 2024 relates to transaction costs incurred for our investments and tax restructuring fees, anticipated recoveries from one time losses relating to third party payer payments associated with the CHS transaction, financial guarantee via a letter of credit that we provided almost three years ago in support of two local provider-led ACOs, reimbursement from a related party of the Company for taxes associated with the December 2023 Excluded Assets Spin-off, non-cash gain on debt extinguishment related to one of our promissory note payables, non-cash realized loss from sale of one of our marketable equity securities, non-cash changes related to change in the fair value of our call option, our financing obligation to purchase the remaining equity interests in one of our investments, our contingent liabilities, and the Company's Collar Agreement; 4. Other, net for the year ended December 31, 2023 consists of nonrecurring transaction costs and tax restructuring fees incurred, non-cash changes in the fair value of our financing obligation to purchase the remaining equity interests, contingent liabilities, and the Company's Collar Agreement, and excise tax related to a nonrecurring buyback of the Company’s stock from APC.; 5. Other, net for the year ended December 31, 2022 consists of one-time transaction costs incurred and non-cash changes in the fair value of our financing obligation to purchase the remaining equity interests and contingent considerations.; 6. Other, net for the years ended December 31, 2021 and 2020 relate to COVID-19 relief payments recognized in 2021 and 2020; 7. The Company defines Adjusted EBITDA margin as Adjusted EBITDA over total revenue; 8. Certain APC minority interests where APC owns the asset but not the right to the dividends is reclassified from APC excluded asset costs to income from equity method investments Reconciliation of Net Income to EBITDA & Adjusted EBITDA (continued) |
| 16 Note: See “Use of Non-GAAP Financial Measures” slide for more information. 2025 Guidance Range (in thousands, $) Low High Net Income 23,500 28,500 Interest expense 37,000 38,000 Provision for income taxes 18,000 22,000 Depreciation and amortization 45,500 45,500 EBITDA 124,000 134,000 Income from equity method investments (2,000) (2,000) Other, net 42,000 42,000 Stock-based compensation 36,000 36,000 Adj. EBITDA 200,000 210,000 Guidance Reconciliation of Net Income to EBITDA & Adjusted EBITDA |
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