📜 What This Document Is 📄

This document is the 2026 Proxy Statement. Think of a proxy statement as the annual "instruction manual" for shareholders. 🧑‍🏫 It's a mandatory filing with the SEC that details how the company operates, who the leaders are, and what decisions the shareholders will vote on at the Annual Meeting. You should expect to read about the company’s strategy, governance structures, and executive compensation.

👉 Why it matters: This document is crucial because it shows what the Board of Directors thinks is most important about the company's future, allowing shareholders to vote on those plans and the people running them.

🏥 What the Company Does 💡

agilon health is a specialized healthcare company focused on transforming patient care for seniors. 👵👴 Their core business model is built around the "Total Care Model," which aims to align physicians, insurance providers (payors), and patients together. This model's goal is to improve health outcomes while lowering the overall cost of care for community-based primary care physicians.

👉 In simple terms: agilon isn't just a clinic; it's a sophisticated platform that helps local doctors deliver high-quality, coordinated care, particularly for older adults, ensuring that patients get the best care without ballooning costs.

🌟 Total Care Model & Strategic Growth 🚀

The company's entire strategy revolves around the "Total Care Model," which emphasizes shifting from older "volume-based" care (where doctors are paid per service) to "value-based care." This model rewards providers for keeping patients healthy and reducing costly events like hospitalizations. The company is actively expanding its focus into chronic condition management.

• Chronic Care Pathways: The Total Care Model includes specialized clinical pathway programs. They launched the heart failure pathway in 2025, which showed early encouraging signs of improving patient outcomes and reducing costs. Looking ahead to 2026, agilon plans to expand these pathways into managing chronic obstructive pulmonary disease (COPD) and dementia.
• Medicare Performance: Quality metrics are key. agilon achieved a consolidated average of 4.2 Stars across its markets for the 2026 Stars ratings (which impact 2027). They expect approximately 75% of patients on their platform to be in 4+ STAR plans, surpassing the overall Medicare Advantage market average of 65%.
• Palliative Care: This program focuses on proactively supporting patients with advanced illness (like late-stage heart failure). Its goal is to improve quality of life and reduce avoidable late-stage utilization, especially inpatient admissions and emergency room visits. Patients report high satisfaction, with a Net Promotor Score of +88.

👉 Why it matters: The company’s increasing focus on quality outcomes (like Star ratings and palliative care) signals that they are succeeding in its core mission: proving that better, coordinated care saves money and improves lives.

👔 Executive Leadership & Board Changes 🤝

The Board of Directors recently underwent a significant leadership transition. Steven Sell resigned as the CEO and President, effective immediately on July 29, 2025. In the wake of this, the Board appointed Ronald Williams as the Executive Chairman and established the Office of the Executive Chairman to ensure continuity.

• Governance Stability: Board members are focused on ensuring stability during the CEO transition. The Board believes that keeping Ronald Williams in the role of Executive Chairman "provides continuity and stability to the Company."
• Board Structure: The Board currently consists of seven directors. The structure uses staggered three-year terms across three classes: Class I, Class II, and Class III.
• Board Expertise: The nominees and continuing directors bring vast experience from various sectors. Key areas of expertise include large-scale global healthcare solutions (Silvana Battaglia), finance and executive roles at major public companies (Karen McLoughlin), and technology/life sciences (Diana McKenzie).

👉 Why it matters: A smooth leadership transition is critical for investors. By establishing a clear Executive Chairman role, the Board is attempting to signal that its internal structure and long-term vision remain stable, even if the CEO position is changing.

🏛️ Board Oversight and Governance Structure 🔎

The Board maintains a robust system of internal oversight through specialized committees. These committees ensure that every aspect of the company—from financial reporting to data security—is reviewed by independent experts.

• Audit Committee: This group oversees all financial reporting and audits. They are directly responsible for the appointment and oversight of the independent auditor, Ernst & Young LLP. This committee concluded that the audited financial statements for the year ended December 31, 2025, are fit for filing.
• Compensation and Human Capital Committee: This group reviews and approves all forms of executive compensation. They use external consultants like Semler Brossy Consulting Group to ensure that compensation structures do not encourage excessive or undue risk-taking.
• Nominating and Governance Committee: This committee recommends candidates for the Board and helps define the company's corporate governance guidelines. They are responsible for reviewing the overall skills and experience mix of the Board.
• Compliance and Quality Committee: This group is vital for overseeing the integrity of the operation, especially concerning critical areas like Medicare compliance, patient confidentiality (HIPAA), and data privacy.

👉 Why it matters: These specialized committees provide an essential layer of checks and balances. It tells investors that the company is being monitored on multiple fronts—finance, people, legal, and data—by experts who are not focused solely on day-to-day management.

🌐 Risk, Compliance, and Data Security 🛡️

The Board views risk oversight as a core, continuous responsibility. They have established a multi-layered approach to managing threats, covering everything from financial risk to highly technical operational risks.

• Comprehensive Risk Coverage: The oversight is split among multiple committees. The Audit Committee focuses on major financial risks. The Compliance and Quality Committee focuses on operational risks, including regulatory compliance (Medicare) and HIPAA.
• Cybersecurity & Data Privacy: These are major concerns. The Committees jointly provide oversight of cybersecurity, data privacy, and AI risks. They emphasize advanced configurations and cyber-technologies to protect patient data.
• AI Integration: They have developed an "AI Acceptable Use Policy." This demonstrates that the company is not only adopting new technologies (like AI) but is also establishing rules for its ethical and responsible use.

👉 Why it matters: By specifically highlighting cybersecurity, data privacy, and ethical AI usage, agilon is telling the market that it views technology risk not just as an IT issue, but as a fundamental business and regulatory risk.

🌱 Commitment to Sustainability and ESG Impact ♻️

Sustainability is a core strategic pillar, not just a compliance checkbox. agilon has a clear "Total Care, Healthier Communities impact strategy" that ties environmental and social outcomes to its healthcare model. This is managed through four core pillars:

• Empowering Physicians: The company views its physician partners as its greatest asset, supporting them with a sustainable model that rewards quality outcomes.

• Unlocking Value-Based Care: This is the economic core. The model's innovation is teaching PCPs to focus on value (keeping people healthy) rather than volume (providing more paid services).

• Transforming Communities: By bringing care to underserved areas, the model helps senior patients stay out of the hospital, which in turn lessens the overall burden on local healthcare resources.

• Built by People Who Care: This pillar focuses on the workforce, committing to diversity, inclusion, and providing continuous professional development for employees.

• Environmental Efforts: They are actively monitoring their environmental footprint, including tracking Scope 1 and 2 emissions since 2025. They are also leveraging a cloud-based technology platform (Minerva Healthcare Data Platform) to reduce the need for physical travel, thus helping reduce energy consumption.

👉 Why it matters: Integrating sustainability into the business plan shows that agilon sees profitability and social impact as two sides of the same coin. Their business model is positioned to benefit the community while providing a profitable, stable revenue stream.

📅 Important Dates and Contacts 📬

The next significant event for shareholders is the Annual Meeting of Stockholders on Tuesday, June 2, 2026, held virtually.

• Key Actions for Voting: At this meeting, stockholders will vote on:
  1. The election of three Class II directors for a three-year term (Diana McKenzie, Karen McLoughlin, and Ronald Williams).
  2. Ratification of the accounting firm (Ernst & Young LLP).
  3. An advisory vote to approve executive compensation.
• Proxy Materials: Stockholders will receive materials on or about April 22, 2026.

For Questions and Communications:

• Website: The proxy materials are available for review on the investor website.
• Corporate Secretary (Written Communications): agilon health, inc. c/o Corporate Secretary, 440 Polaris Parkway, Suite 550 Westerville, OH 43082
• General Inquiries: [email protected]

🧠 The Analogy

Think of agilon health like a general contractor running a neighborhood transformation. 🏡 Instead of building a single house (a traditional clinic) that relies on paying for every tool used (volume services), agilon provides a complete service plan. They convince the homeowner and the insurance company that if they focus on preventing leaks, ensuring great insulation, and doing landscaping (preventative care), the house will cost much less to maintain and will stay in better condition overall.

🧩 Final Takeaway

agilon is positioning itself as a sophisticated, necessary utility in modern healthcare. Its strategy emphasizes leveraging technology, rigorous governance, and community integration to prove that the best way to improve patient outcomes is also the most financially sustainable model.