Form 8-K - Current report

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): January 5, 2024

_____________________________________________

agilon health, inc.

(Exact name of Registrant as Specified in Its Charter)

_____________________________________________

Delaware

001-40332

37-1915147

(State or Other Jurisdiction

of Incorporation)

(Commission File Number)

(IRS Employer

Identification No.)

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)

_____________________________________________

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:


o			Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o			Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o			Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

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:

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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Timothy Bensley has informed agilon health, inc. (the “Company”) of his intent to retire from his position as Chief Financial Officer (CFO) of the Company during 2024, which the Company expects to take place within the next nine months. The Company has initiated a search for a new CFO, and Mr. Bensley has agreed to remain as CFO through this process and serve in a consulting role through the transition.

Item 7.01 Regulation FD Disclosure.

On January 5, 2024, the Company issued a press release regarding Mr. Bensley’s intended retirement during 2024, which the Company expects will occur within the next nine months. A copy of the press release is furnished herewith as Exhibit 99.1 and is incorporate by this reference.

The information set forth in this Items 7.01 of this Current Report on Form 8-K and the related information in Exhibit 99.1 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


Exhibit Number						Description

99.1						Press Release dated January 5, 2024.

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.


			agilon health, inc.

Date:	January 5, 2024	By:	/s/ DENISE V. ZAMORE
			Denise V. Zamore Executive Vice President, Chief Legal Officer & Corporate Secretary

Exhibit 99.1

agilon health Announces Tim Bensley to Retire as CFO

AUSTIN, TX, JANUARY 5, 2024 – agilon health, Inc. (NYSE: AGL), the trusted partner empowering physicians to transform health care in our communities, today announced that Timothy Bensley has informed the company of his intent to retire from his position as Chief Financial Officer (CFO) during 2024, which agilon expects to take place within the next nine months. The search for a new CFO has been initiated, and Bensley has agreed to remain as CFO through this process and serve in a consulting role through the transition.

“I want to thank Tim for his leadership over the past three years at agilon health, and for the impact he has had on our company, our physician partners, and the communities we serve,” said Steve Sell, chief executive officer, agilon health. “Tim helped advance our finance function and was key in agilon’s transition to become a publicly traded company in 2021. We wish him all the best in his retirement.”

About agilon health

agilon health is the trusted partner empowering physicians to transform health care in our communities. Through our partnerships and purpose-built platform, agilon is accelerating at scale how physician groups and health systems transition to a value-based Total Care Model for their senior patients. agilon provides the technology, people, capital, process, and access to a peer network of 2,400+ primary care physicians that allows its physician partners to maintain their independence and focus on the total health of their most vulnerable patients. Together, agilon and its physician partners are creating the healthcare system we need – one built on the value of care, not the volume of fees. The result: healthier communities and empowered doctors. agilon is a trusted partner in 30+ diverse communities and is here to help more of our nation's leading physician groups and health systems have a sustained, thriving future. For more information about agilon health, visit www.agilonhealth.com and connect with us on Instagram, LinkedIn, X, and YouTube.

Contacts:

Investor Contact

Matthew Gillmor

Vice President, Investor Relations

investors@agilonhealth.com

Media Contact

David Tauchen

Senior Director, Communications

media@agilonhealth.com

Document And Entity Information	Jan. 05, 2024
Cover [Abstract]
Document Type	8-K
Document Period End Date	Jan. 05, 2024
Entity Registrant Name	agilon health, inc.
Entity File Number	001-40332
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	37-1915147
Entity Address, Address Line One	6210 E Hwy 290
Entity Address, City or Town	Austin
Entity Address, State or Province	TX
Entity Address, Postal Zip Code	78723
City Area Code	562
Local Phone Number	256-3800
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common stock, par value $0.01 per share
Trading Symbol	AGL
Security Exchange Name	NYSE
Entity Emerging Growth Company	false
Entity Central Index Key	0001831097
Amendment Flag	false

Cover	Jan. 05, 2024
Cover [Abstract]
Document Type	8-K
Document Period End Date	Jan. 05, 2024
Entity Registrant Name	agilon health, inc.
Entity Incorporation, State or Country Code	DE
Entity File Number	001-40332
Entity Tax Identification Number	37-1915147
Entity Address, Address Line One	6210 E Hwy 290
Entity Address, Address Line Two	Suite 450
Entity Address, City or Town	Austin
Entity Address, State or Province	TX
Entity Address, Postal Zip Code	78723
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common stock, par value $0.01 per share
Trading Symbol	AGL
Security Exchange Name	NYSE
Entity Emerging Growth Company	false
Entity Central Index Key	0001831097
Amendment Flag	false