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ASTH 8-K filings, explained
Every material Form 8-K Astrana Health has filed with the SEC since February 27, 2025, read and summarized by AI: what happened, the key figures, whether it reads positive or negative for shareholders, and how big a deal it is (impact 1-5). Newest first; each brief links to its own page and to the filing on SEC.gov.
Astrana Health reported third-quarter 2026 results on November 5, 2026, with revenue of $1,023.6 million, up 7%, and net income attributable to Astrana of $13.0 million, up from $0.4 million a year earlier. The company also narrowed its full-year 2026 guidance for revenue, adjusted EBITDA and free cash flow and gave fourth-quarter guidance; the filing does not state prior guidance, so the direction of the change is not shown. For shareholders, headline profit and revenue both improved, while adjusted EPS rose 4% to $0.71.
Q3 2026 total revenue $1,023.6 million, up 7%; adjusted EBITDA $77.2 million, up 13%
Net income attributable to Astrana $13.0 million vs $0.4 million; diluted EPS $0.26 vs $0.01
Adjusted EPS - diluted $0.71, up 4% from $0.68
Full-year 2026 guidance: total revenue $3.9 billion to $4.0 billion; adjusted EBITDA $261 million to $274 million; free cash flow $107.5 million to $130 million
Astrana Health said social engineering attacks, in which threat actors impersonated company personnel and spoofed its main phone number, led to unauthorized activity in its environment. The company has determined the incident is material and believes certain private or confidential information was accessed or acquired, but the full scope remains under investigation. The company currently does not expect a material effect on its financial condition and results of operations, though it cannot yet estimate the full impact.
Company determined the incident is material as of September 22, 2026, citing the potential confidential and sensitive nature of the data involved.
Threat actors impersonated Company personnel and spoofed the main corporate telephone number to contact employees seeking unauthorized system access.
Company engaged a third-party forensics firm, notified law enforcement, and is notifying state and federal regulators and payer partners.
Company maintains cybersecurity insurance but says coverage may not be sufficient to cover all losses.
Astrana Health reported second-quarter 2026 revenue of $972.5 million, up 49% from a year earlier, and net income attributable to Astrana of $19.7 million, up 109%. The company raised its full-year 2026 adjusted EBITDA guidance to $255 million to $280 million and reaffirmed its revenue and free cash flow guidance, which points to stronger profitability for shareholders.
Q2 2026 diluted EPS was $0.40, up 111% from $0.19; adjusted EBITDA was $68.9 million, up 43%
Full-year 2026 adjusted EBITDA guidance is $255 million to $280 million; full-year revenue guidance of $3.8 billion to $4.1 billion was reaffirmed
Q3 2026 revenue guidance is $1.00 billion to $1.03 billion; Q3 adjusted EBITDA guidance is $72.5 million to $77.5 million
Care Partners income from operations fell 14% in Q2, and the Care Delivery segment posted an operating loss of $3.0 million
Astrana Health said its Chief Accounting Officer and principal accounting officer, Glenn Sobotka, will retire effective August 7, 2026, with the company saying the decision does not reflect any disagreement on operations, policies, or practices. John Vong, previously the company's Group Vice President, Accounting, will succeed him as principal accounting officer on that date. The change is administrative in nature and does not alter reported financial results.
Glenn Sobotka retires as Chief Accounting Officer effective August 7, 2026; the agreement was reached June 25, 2026
John Vong becomes Senior Vice President, Accounting effective July 1, 2026, and principal accounting officer on August 7, 2026
Vong's annual base salary rises to $320,000 effective July 1, 2026; his 2026 target bonus percentage is unchanged
At its June 10, 2026 annual meeting, Astrana Health stockholders approved an amended and restated 2024 Equity Incentive Plan that adds 1,000,000 shares to the reserve and extends the plan to March 24, 2036. All nine director nominees were elected, and the auditor ratification, advisory pay vote, and plan approval all passed, which matters to shareholders because it sets the company's equity compensation framework for the next decade.
Plan amendment adds 1,000,000 shares to the reserve and extends the term to March 24, 2036.
Nine directors were elected, each to serve until the 2027 annual meeting.
Ernst & Young LLP ratified as auditor for fiscal 2026 with 43,722,509 votes for.
Shareholders holding about 78.6% of eligible votes were present, and the advisory executive pay proposal passed with 34,119,199 votes for.
Astrana Health disclosed that Chief Medical Officer Dinesh Kumar, M.D., notified the company on May 7, 2026, of his intention to resign effective June 1, 2026. The company said the resignation is not the result of any disagreement with the company, and the filing contains no replacement details or financial results.
Dinesh Kumar, M.D., Chief Medical Officer, notified the company of his resignation on May 7, 2026.
Resignation is effective June 1, 2026.
The company states the departure is not due to any disagreement with the company.
Astrana Health reported first-quarter 2026 revenue of $965.1 million, up 56% from a year earlier, and net income attributable to the company of $14.4 million, up 116%. The company reiterated its full-year 2026 revenue and Adjusted EBITDA guidance and gave a second-quarter outlook, so shareholders see both higher reported profit and a steady forecast.
Total revenue of $965.1 million, up 56% from $620.4 million; diluted EPS of $0.29 versus $0.14
Net income attributable to Astrana of $14.4 million, up 116% from $6.7 million; Adjusted EBITDA of $66.3 million, up 82%
Q2 2026 guidance: total revenue of $965 million to $1,000 million and Adjusted EBITDA of $65 million to $70 million
Full-year 2026 guidance reiterated: total revenue of $3.8 billion to $4.1 billion and Adjusted EBITDA of $250 million to $280 million
Astrana Health reported full-year 2025 revenue of $3.18 billion, up 56%, and fourth-quarter revenue of $950.5 million, up 43%. Full-year GAAP net income attributable to the company fell to $22.5 million from $43.1 million, and the company said it expects to report a material weakness in internal control over financial reporting, which will delay its annual report on Form 10-K.
Full-year 2025 revenue of $3,181.8 million, up 56%; adjusted EBITDA of $205.4 million, up 21%
Full-year 2025 diluted EPS of $0.46 versus $0.90 in 2024; adjusted diluted EPS of $2.20 versus $1.94
Company will file Form 12b-25 to extend the 10-K deadline, expects a material weakness tied to acquisition and purchase accounting, and expects to file within the 15-day extension period
Board raised the share repurchase authorization from $50 million to $100 million; $35.9 million remained available as of December 31, 2025
Astrana Health reported third-quarter 2025 revenue of $956.0 million, up 100%, after closing its Prospect Health acquisition on July 1, 2025. Net income attributable to the company fell to $0.4 million from $16.1 million a year earlier, and it updated full-year 2025 guidance to revenue of $3.10 billion to $3.18 billion and adjusted EBITDA of $200 million to $210 million, citing delayed full-risk contract transitions.
Third-quarter total revenue $956.0 million, up 100% from $478.7 million; diluted EPS $0.01 versus $0.33.
Third-quarter adjusted EBITDA $68.5 million, up 52% from $45.2 million, at the higher end of guidance.
Full-year 2025 guidance: total revenue $3.10 billion to $3.18 billion; adjusted EBITDA $200 million to $210 million.
Third-quarter other expenses included $13.0 million for a legal matter with a provider tied to CFC Health Plan and $12.7 million in transaction and integration costs.
Astrana Health reported second-quarter 2025 results on August 7, 2025. Total revenue rose 35% to $654.8 million, but net income attributable to the company fell to $9.4 million, or $0.19 per diluted share, from $19.2 million, or $0.40, a year earlier. The company reiterated full-year 2025 guidance, which includes the Prospect Health acquisition that closed July 1, 2025.
Q2 total revenue of $654.8 million, up 35% from $486.3 million; diluted EPS of $0.19 versus $0.40 a year earlier
Q2 adjusted EBITDA of $48.1 million versus $47.9 million; adjusted EBITDA margin of 7% versus 10%
Full-year 2025 guidance reiterated: total revenue of $3.1 billion to $3.3 billion and adjusted EBITDA of $215 million to $225 million
Prospect Health acquisition closed July 1, 2025, with purchase price reduced to $707.9 million from $745.0 million
Astrana Health completed its acquisition of Prospect Health on July 1, 2025, paying $707.9 million in cash after a letter agreement cut the price from $745.0 million. The company updated its full-year 2025 revenue and adjusted EBITDA guidance to reflect a half-year contribution from Prospect and reaffirmed its second-quarter guidance. After the close, Astrana expects about $700 million of net debt, and shareholders will watch its plan to reduce net leverage below 2.5x over the next twelve to eighteen months.
Acquisition closed July 1, 2025; cash price reduced from $745.0 million to $707.9 million under a letter agreement with the sellers.
Full-year 2025 guidance now calls for total revenue of $3.1 billion to $3.3 billion and adjusted EBITDA of $215 million to $225 million.
Second-quarter 2025 guidance was reiterated.
About $700 million of net debt after close; management targets net leverage below 2.5x within twelve to eighteen months.
At its June 11, 2025 annual meeting, Astrana Health stockholders approved an amended and restated 2024 Equity Incentive Plan that adds 2,000,000 shares to the reserve and extends the plan's term to March 25, 2035. Stockholders also elected nine directors, ratified Ernst & Young LLP as auditor for fiscal 2025, and approved executive pay on an advisory basis.
Equity plan: 36,772,471 votes for and 1,245,886 against, with 155,856 abstentions; the plan's term now runs to March 25, 2035
Directors: all nine nominees were elected to serve until the 2026 annual meeting; Weili Dai received 18,977,644 votes for and 19,196,569 withheld
Auditor: Ernst & Young LLP was ratified for the year ending December 31, 2025, with 42,631,420 votes for and 260,880 against
Executive pay: the advisory say-on-pay proposal passed with 34,713,926 votes for and 3,370,998 against
Astrana Health reported first-quarter 2025 total revenue of $620.4 million, up 53% from a year earlier, driven by its Care Partners segment. Net income attributable to the company fell to $6.7 million, or $0.14 per diluted share, from $14.8 million, or $0.31 per share, and Adjusted EBITDA declined to $36.4 million from $42.2 million, so shareholders face higher revenue alongside lower profit. The company reiterated its full-year 2025 guidance and issued second-quarter guidance.
Total revenue $620.4 million, up 53% from $404.4 million; Care Partners revenue $601.0 million, up 57%
Net income attributable to Astrana $6.7 million vs. $14.8 million; diluted EPS $0.14 vs. $0.31
Adjusted EBITDA $36.4 million vs. $42.2 million; Adjusted EBITDA margin 6% vs. 10%
Q2 2025 guidance: revenue $615 million to $655 million and Adjusted EBITDA $45 million to $50 million; full-year 2025 revenue $2.5 billion to $2.7 billion and Adjusted EBITDA $170 million to $190 million, reiterated
Astrana Health appointed Glenn W. Sobotka as its Chief Accounting Officer and principal accounting officer, effective March 26, 2025. John Vong, the current CAO, will move to a new role at the company and no longer serve as principal accounting officer. The change is administrative in nature and reflects a change in the person overseeing the company's accounting function.
Glenn W. Sobotka, 47, was appointed Chief Accounting Officer and principal accounting officer, effective March 26, 2025
Sobotka's annual base salary is $320,000, with a discretionary bonus target of 40% of base salary
Sobotka received 6,432 shares of restricted stock and 8,269 shares of performance-based restricted stock
John Vong will transition to a new role at the company and is no longer principal accounting officer
Astrana Health reported fourth-quarter and full-year 2024 results. Revenue grew sharply, but net income attributable to Astrana fell from $60.7 million to $43.1 million for the year, and the fourth quarter swung to a $7.0 million net loss. The company also gave 2025 guidance of $2.5 billion to $2.7 billion in total revenue and $170 million to $190 million in Adjusted EBITDA.
Full-year 2024 total revenue was $2,034.5 million, up 47% from $1,386.7 million; diluted EPS was $0.90, versus $1.29 in 2023.
Fourth-quarter 2024 net loss attributable to Astrana was $7.0 million, compared with income of $12.4 million a year earlier, on revenue of $665.2 million, up 88%.
2025 guidance: total revenue of $2,500 million to $2,700 million and Adjusted EBITDA of $170 million to $190 million, excluding acquisitions not yet closed.
On February 26, 2025, the company amended its credit agreement with Truist Bank, providing for $1.3 billion in total facilities including a $745.0 million delayed draw term loan.
Astrana Health entered an amended and restated credit agreement on February 26, 2025, with Truist Bank as agent and a group of lenders. The facilities total $1.295 billion, including a $745 million delayed draw term loan to finance an acquisition under a November 8, 2024 purchase agreement with Prospect Medical Holdings. The new debt terms replace the company's 2021 credit agreement and carry leverage and interest coverage covenants, plus a security interest in the company's assets.
Revolving credit facility of $300 million, term loan A of $250 million and delayed draw term loan of $745 million, all five-year facilities
Delayed draw term loan funds an asset and equity acquisition from Prospect Medical Holdings, Inc. under an agreement dated November 8, 2024
Interest rate spreads of 1.25% to 2.50% over term SOFR, set quarterly by leverage ratio; covenants require maximum net leverage of 5.00 to 1.00, stepping down to 4.50 to 1.00 after March 31, 2027, and minimum interest coverage of 2.50 to 1.
Separate 2025 Annual Meeting of Stockholders set for June 11, 2025, held virtually, with a record date of April 22, 2025
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