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1-for-25 reverse split reshapes agilon health (NYSE: AGL) share count

Filing Impact
(Moderate)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

agilon health, inc. implemented a 1-for-25 reverse stock split of its common stock, effective at 4:36 p.m. Eastern Time on March 30, 2026. Every 25 previously issued or treasury shares were automatically reclassified into one new share, with no action required from stockholders.

No fractional shares will be issued; holders entitled to fractions will receive cash instead. Proportional adjustments were made to shares and exercise prices under equity incentive plans and outstanding equity awards. The split does not change the number of authorized common shares or the $0.01 par value. Split-adjusted trading on the NYSE under the symbol AGL begins March 31, 2026.

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Insights

agilon executes structural 1-for-25 reverse split with no change to total equity.

agilon health is consolidating its share count through a 1-for-25 reverse stock split, effective March 30, 2026. This reclassification reduces the number of outstanding shares while keeping total economic ownership unchanged for each investor, aside from minor cash payments for fractional shares.

The company is also adjusting equity incentive plans so awards and option exercise prices scale consistently with the new share count. Authorized shares and par value remain the same, so overall capital structure flexibility is preserved. Market trading will reflect the split-adjusted price and share count from March 31, 2026 onward.

Item 3.03 Material Modification to Rights of Security Holders Securities
A change was made that materially affects the rights of existing shareholders (e.g., dividend rights, voting rights).
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year Governance
The company amended its charter documents, bylaws, or changed its fiscal year.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Reverse split ratio 1-for-25 Each 25 pre-split shares reclassified into 1 share at Effective Time
Effective time 4:36 p.m. Eastern Time Reverse stock split effective on March 30, 2026
Split-adjusted trading start March 31, 2026 Common stock begins trading on NYSE on a split-adjusted basis
Par value per share $0.01 per share Par value of common stock unchanged by reverse stock split
New CUSIP 00857U 206 CUSIP for common stock following reverse stock split
reverse stock split financial
"to effectuate a reverse stock split of the Company’s issued and outstanding shares of common stock"
A reverse stock split is when a company reduces the number of its shares outstanding, making each share more valuable. For example, if you own 100 shares worth $1 each, a 1-for-10 reverse split would turn your 100 shares into 10 shares worth $10 each. Companies often do this to boost their stock price and appear more stable to investors.
Certificate of Amendment regulatory
"filed an amendment (the “Certificate of Amendment”) to its Amended and Restated Certificate of Incorporation"
A certificate of amendment is an official filing that updates a company’s founding documents—its legal “rulebook” that sets share structure, voting rules, name and basic purpose. Think of it like changing the blueprint of a building: small changes are paperwork, big ones can alter who owns how much and who controls decisions. Investors watch these filings because they can affect share counts, voting power, dilution and company value.
equity incentive plans financial
"Proportional adjustments were made to the number of shares of Common Stock awarded and available for issuance under the Company’s equity incentive plans"
Equity incentive plans are company programs that pay employees, executives, or directors with company stock, stock options, or share units instead of or in addition to cash, aiming to align their interests with shareholders—like giving team members a stake in the house they help build. For investors this matters because such plans can motivate better company performance but also dilute existing ownership and increase reported compensation costs, so they affect future earnings, voting power, and share value.
treasury stock financial
"each twenty-five (25) shares of Common Stock issued and outstanding or held by the Company as treasury stock"
Treasury stock is shares that a company has bought back from the public and kept in its own control rather than retiring them. Think of it like a company holding its own tickets in a drawer: those shares no longer vote or receive dividends while held, but the company can reissue or retire them later; this reduces the number of shares available to outside investors and can boost per‑share earnings and influence ownership and stock price.
CUSIP number financial
"The new CUSIP number for the Company’s Common Stock following the Reverse Stock Split is 00857U 206"
A CUSIP number is a nine-character code that uniquely identifies a specific U.S. or Canadian stock, bond, or other security, similar to a barcode or a social-security number for a financial instrument. It matters to investors because it removes confusion between similar securities, ensures trades and settlements are applied to the correct issue, and helps locate official documents and transaction records quickly.
Understanding 8-K Material Events →
0001831097FALSE12/3100018310972026-03-302026-03-30

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): March 30, 2026
_____________________________________________
agilon health, inc.
(Exact name of Registrant as Specified in Its Charter)
_____________________________________________
Delaware001-4033237-1915147
(State or Other Jurisdiction
of Incorporation)
(Commission File Number)
(IRS Employer
Identification No.)
440 Polaris Parkway, Suite 550
Westerville, Ohio
43082
(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:
oWritten communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
oSoliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
oPre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
oPre-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 shareAGLThe 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 3.03 Material Modifications to Rights of Security Holders.
To the extent required by Item 3.03, the disclosure set forth in Item 5.03 is incorporated herein by reference.
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On March 30, 2026, agilon health, inc. (the “Company”) filed an amendment (the “Certificate of Amendment”) to its Amended and Restated Certificate of Incorporation, as amended and/or restated from time to time, to effectuate a reverse stock split of the Company’s issued and outstanding shares of common stock, par value $0.01 per share (the “Common Stock”).
As previously disclosed, at its 2026 Special Meeting of Stockholders held on March 17, 2026 (the “Special Meeting”), and upon the recommendation of the Company’s Board of Directors (the “Board”), the Company’s stockholders approved a certificate of amendment to effect a reverse stock split of the Common Stock at a ratio ranging from any whole number between one-for-five to one-for-twenty-five, as determined by the Board in its discretion, subject to the Board’s authority to abandon such amendment (the “Charter Amendment”).
The Charter Amendment was described in detail under “Proposal No. 1: Approval of an Amendment to the Company’s Amended and Restated Certificate of Incorporation to Effect a Reverse Stock Split of the Company’s Common Stock” beginning on page 5 of the Company’s definitive proxy statement filed with the Securities and Exchange Commission on February 18, 2026 (the “Proxy Statement”) in connection with the Special Meeting. The text of the Charter Amendment was included in Appendix A of the Proxy Statement.
On March 30, 2026, the Company filed the Certificate of Amendment with the Secretary of State of the State of Delaware to effect a 1-for-25 reverse stock split of the Company’s outstanding common stock (the “Reverse Stock Split”). The Charter Amendment was effective at 4:36 p.m., Eastern Time on March 30, 2026 (the “Effective Time”).
The Amendment provides that at the Effective Time, each twenty-five (25) shares of Common Stock issued and outstanding or held by the Company as treasury stock immediately prior to the Effective Time shall, automatically and without any action on the part of the Company or the respective holders thereof, be reclassified, combined and converted into one (1) share of Common Stock. No fractional shares shall be issued in connection with the Reverse Stock Split. Stockholders who would otherwise be entitled to receive fractional shares will automatically be entitled to receive cash in lieu of such fractional share. Proportional adjustments were made to the number of shares of Common Stock awarded and available for issuance under the Company’s equity incentive plans, as well as the exercise price and the number of shares issuable upon the exercise or conversion of the Company’s outstanding stock options and other equity securities under the Company’s equity incentive plans. The shares of Common Stock outstanding following the Reverse Stock Split remain fully paid and non-assessable. The Reverse Stock Split did not affect the number of authorized shares of Common Stock or the par value of the Common Stock.
Trading of the Common Stock on the New York Stock Exchange will commence on a split-adjusted basis at market open on March 31, 2026 under the existing trading symbol “AGL.” The new CUSIP number for the Company’s Common Stock following the Reverse Stock Split is 00857U 206.
The foregoing description of the Charter Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the certificate of amendment, a copy of which is filed as Exhibit 3.1 to this Form 8-K and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d)Exhibits
Exhibit
Number
Description
3.1
Certificate of Amendment to the Amended and Restated Certificate of Incorporation of agilon health, inc.
104Cover 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:March 30, 2026By: /s/ JEFFREY SCHWANEKE
Jeffrey Schwaneke
Chief Financial Officer

Source: View Original Filing on SEC EDGAR

FAQ

What did agilon health (AGL) change with its reverse stock split?

agilon health implemented a 1-for-25 reverse stock split of its common stock. Each 25 pre-split shares automatically converted into one new share, simplifying the share count while leaving each stockholder’s proportional ownership and the stock’s par value unchanged.

When does agilon health’s 1-for-25 reverse split take effect?

The reverse stock split became effective at 4:36 p.m. Eastern Time on March 30, 2026. Trading in agilon health’s common stock will begin on a split-adjusted basis on the New York Stock Exchange starting March 31, 2026 under the existing ticker AGL.

How are fractional shares handled in agilon health’s reverse split?

agilon health will not issue fractional shares in the 1-for-25 reverse split. Stockholders otherwise entitled to a fractional share will automatically receive a cash payment instead, so each investor ends up holding only whole shares after the split is implemented.

Did agilon health change its authorized share count or par value?

The reverse stock split did not change agilon health’s authorized number of common shares or the $0.01 par value per share. Only the number of issued and outstanding shares was reduced, preserving the company’s existing capitalization limits and basic legal share structure after the split.

How does the reverse stock split affect agilon health’s equity incentive plans?

agilon health made proportional adjustments to its equity incentive plans in connection with the 1-for-25 split. The number of shares available and awarded, as well as exercise prices and shares issuable under options and other equity securities, were revised so awards align with the new post-split share structure.

What is agilon health’s new CUSIP after the reverse stock split?

Following the 1-for-25 reverse stock split, agilon health’s common stock will trade under a new CUSIP number, 00857U 206. The trading symbol on the New York Stock Exchange remains AGL, with the new CUSIP primarily affecting back-office trade settlement and security identification systems.

Filing Exhibits & Attachments

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