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    P3 Health Partners Announces Fourth Quarter and Full Year 2025 Results

    3/26/26 4:05:00 PM ET
    $PIII
    Medical/Nursing Services
    Health Care
    Get the next $PIII alert in real time by email

    Providing 2026 Guidance, Indicating a $10 Million Adjusted EBITDA Midpoint

    Management to Host Conference Call and Webcast March 26, 2026 at 4:30 PM ET

    P3 Health Partners Inc. ("P3" or the "Company") (NASDAQ:PIII), a patient-centered and physician-led population health management company, today announced its financial results for the fourth quarter and full year ended December 31, 2025, and provided 2026 guidance.

    "2025 was a year of meaningful progress in repositioning the business. We strengthened our contract economics, improved provider alignment, and built a more disciplined operating foundation. With that work in place, we enter 2026 with a clear path to profitability and approximately $170 million of expected year-over-year EBITDA improvement at the midpoint of our guidance range," said Aric Coffman, CEO of P3. "Additionally, our new Medicare Advantage geography reflects our approach to smart growth with a deliberate glidepath toward full risk that we believe will strengthen the long-term earnings power of the platform."

    Fourth Quarter 2025 Financial Results

    • At-risk membership was approximately 115,000, a decrease of approximately 9% compared to the same quarter prior year.
    • Total revenue was $384.8 million compared to $370.7 million in the prior year quarter; capitated revenue PMPM improved 9% year-over-year to $1,060.
    • Medical margin(1) was negative $28.7 million or negative $83 PMPM, compared to $7.3 million, $19 PMPM in the prior year quarter.
    • Net loss was $165.7 million compared to a net loss of $129.1 million in the fourth quarter of the prior year.
    • Adjusted EBITDA loss(1) was $76.1 million compared to an Adjusted EBITDA loss(1) of $67.6 million in the same quarter prior year.

    Full-Year 2025 Financial Results

    • At-risk membership was approximately 116,000, a decrease of approximately 8% compared to approximately 126,000 in the prior year, driven by intentional network alignment.
    • Total revenue was $1.46 billion compared to $1.50 billion in the prior year; capitated revenue PMPM improved 5% year-over-year to $1,026.
    • Medical margin(1) was $23.5 million, or $17 PMPM(1); on a normalized basis, medical margin was $53.4 million, or $38 PMPM, compared to $51.5 million or $34 PMPM, in the prior year.
    • Net loss was $323.1 million compared to a net loss of $310.4 million in the prior year.
    • Adjusted EBITDA loss(1) was $161.3 million compared to an Adjusted EBITDA loss(1) of $167.2 million in the prior year; on a normalized basis, Adjusted EBITDA loss was $149.1 million compared to $193.0 million in 2024, a $43.9 million year-over-year improvement.

    2026 Guidance

    • Adjusted EBITDA expected in the range of negative $20 million to positive $40 million, with the midpoint of $10 million, representing approximately $170 million in year-over-year improvement.

     

     

    Year Ending December 31, 2026

     

     

    Low

     

    High

    At-risk Members(2)

     

    107,000

     

    117,000

    Total Revenues (in millions)

     

    $1,500

     

    $1,700

    Medical Margin(1)(3) (in millions)

     

    $160

     

    $200

    Medical Margin(3) PMPM

     

    $120

     

    $150

    Adjusted EBITDA(3) (in millions)

     

    $(20)

     

    $40

    (1)

    Adjusted EBITDA, Adjusted EBITDA per member, per month ("PMPM"), Normalized Adjusted EBITDA, Normalized Adjusted EBITDA PMPM, medical margin, and medical margin PMPM are non-GAAP financial measures. For reconciliations of these measures to the most directly comparable GAAP measures, if applicable, and more information regarding the Company's use of non-GAAP financial measures, please see the section titled "Non-GAAP Financial Measures."

    (2)

    See "Key Performance Metrics" for additional information on how the Company defines "at-risk members."

    (3)

    The Company is not able to provide a quantitative reconciliation of guidance for Adjusted EBITDA, medical margin and medical margin PMPM to net income (loss), gross profit and gross profit PMPM, the most directly comparable GAAP measures, respectively, and has not provided forward-looking guidance for net income (loss), because of the uncertainty around certain items that may impact net income (loss), gross profit (loss) or gross profit (loss) PMPM that are not within our control or cannot be reasonably predicted without unreasonable effort. For more information regarding the non-GAAP financial measures discussed in this press release, please see "Non-GAAP Financial Measures" below.

    The foregoing 2026 outlook statement represents management's current estimate as of the date of this release. Actual results may differ materially depending on a number of factors. Investors are urged to read the "Cautionary Note Regarding Forward-Looking Statements" included in this release. Management does not assume any obligation to update these estimates.

    Management to Host Conference Call and Webcast on March 26, 2026 at 4:30 PM ET

    Title & Webcast

    P3 Health Fourth Quarter and Full Year 2025 Earnings Conference Call

    Date & Time

    March 26, 2026, 4:30pm Eastern Time

    Conference Call Details

    Toll-Free 1-833-316-0546 (US)

    International 1-412-317-0692

    Ask to be joined into the P3 Health Partners call

    The conference call will also be webcast live in the "Events & Presentations" section of the Investor page of the P3 website (ir.p3hp.org). The Company's press release will be available at ir.p3hp.org website in advance of the conference call. An archived recording of the webcast will be available at ir.p3hp.org for a period of 90 days following the conference call.

    About P3 Health Partners (NASDAQ:PIII):

    P3 Health Partners Inc. is a leading population health management company committed to transforming healthcare by improving the lives of both patients and providers. Founded and led by physicians, P3 has an expansive network of more than 2,400 affiliated primary care providers across the country. Our local teams of health care professionals manage the care of thousands of patients in 23 counties across four states. P3 supports primary care providers with value-based care coordination and administrative services that improve patient outcomes and lower costs. Through partnerships with these local providers, the P3 care team creates an enhanced patient experience by navigating, coordinating, and integrating the patient's care within the healthcare system. For more information, visit www.p3hp.org and follow us on on LinkedIn and Facebook.

    Non-GAAP Financial Measures

    In addition to the financial results prepared in accordance with accounting principles generally accepted in the U.S. ("GAAP"), this press release contains certain non-GAAP financial measures as defined by the SEC rules, including Adjusted EBITDA and Adjusted EBITDA PMPM, Normalized Adjusted EBITDA and Normalized Adjusted EBITDA PMPM, medical margin, and medical margin PMPM. EBITDA is defined as GAAP net income (loss) before (i) interest, (ii) income taxes and (iii) depreciation and amortization. Adjusted EBITDA is defined as EBITDA, further adjusted to exclude the effect of certain supplemental adjustments, such as (i) mark-to-market warrant gain/loss, (ii) premium deficiency reserves, (iii) equity-based compensation expense, (iv) certain transaction and other related costs and (v) certain other items that we believe are not indicative of our core operating performances. Adjusted EBITDA PMPM is defined as Adjusted EBITDA divided by the number of at-risk Medicare members each month divided by the number of months in the period. Normalized Adjusted EBITDA is defined as Adjusted EBITDA, further adjusted to exclude revenue adjustments related to prior year developments, claims expenses related to prior year dates of service, and other network expenses attributable to prior years. Normalized Adjusted EBITDA PMPM is defined as Normalized Adjusted EBITDA divided by the number of at-risk Medicare members each month divided by the number of months in the period. We believe these non‐GAAP financial measures provide an additional tool for investors to use in evaluating ongoing operating results and trends and in comparing our financial measures with other similar companies. Medical margin represents the amount earned from capitation revenue after medical claims expenses are deducted and medical margin PMPM is defined as medical margin divided by the number of Medicare members each month divided by the number of months in the period. Medical claims expenses represent costs incurred for medical services provided to our members. As our platform grows and matures over time, we expect medical margin to increase in absolute dollars; however, medical margin PMPM may vary as the percentage of new members brought onto our platform fluctuates. New membership added to the platform is typically dilutive to medical margin PMPM. We do not consider these non‐GAAP measures in isolation or as an alternative to financial measures determined in accordance with GAAP. These non-GAAP financial measures are subject to inherent limitations as they reflect the exercise of judgments by management about which expense and income are excluded or included in determining these non‐GAAP financial measures. In addition, other companies may calculate non-GAAP financial measures differently or may use other measures to evaluate their performance, all of which could reduce the usefulness of our non-GAAP financial measures as tools for comparison. The tables at the end of this press release present a reconciliation of Adjusted EBITDA and Normalized Adjusted EBITDA to net income (loss) and Adjusted EBITDA PMPM to net income (loss) PMPM, medical margin to gross profit, and medical margin PMPM to gross profit PMPM, which are the most directly comparable financial measures calculated in accordance with GAAP.

    Key Performance Metrics

    In addition to our GAAP and non-GAAP financial information, the Company also monitors "at-risk members" to help us evaluate our business, identify trends affecting our business, formulate business plans and make strategic decisions. At-risk membership represents the approximate number of Medicare members for whom we receive a fixed percentage of premium under capitation arrangements as of the end of a particular period.

    Cautionary Note Regarding Forward-Looking Statements

    This press release contains forward-looking statements within the meaning of the safe harbor provisions of the U.S. Private Securities Litigation Reform Act of 1995. We intend such forward-looking statements to be covered by the safe harbor provisions for forward-looking statements contained in Section 27A of the Securities Act of 1933, as amended, Section 21E of the Securities Exchange Act of 1934, as amended. Words such as "anticipate," "believe," "budget," "contemplate," "continue," "could," "envision," "estimate," "expect," "guidance," "indicate," "intend," "may," "might," "plan," "possibly," "potential," "predict," "probably," "pro-forma," "project," "seek," "should," "target," or "will," or the negative or other variations thereof, and similar words or phrases or comparable terminology, are intended to identify forward-looking statements. These forward-looking statements address various matters, including the Company's future expected growth strategy and operating performance; and the Company's ability to execute on its identified strategic improvement opportunities, all of which reflect the Company's expectations based upon currently available information and data. Because such statements are based on expectations as to future financial and operating results and are not statements of fact, actual results may differ materially from those projected or estimated and you are cautioned not to place undue reliance on these forward-looking statements. These forward-looking statements are not guarantees of future performance, conditions or results, and involve a number of known and unknown risks, uncertainties, assumptions and other important factors, many of which are outside the Company's control, that could cause actual results or outcomes to differ materially from those discussed in the forward-looking statements.

    Important risks and uncertainties that could cause our actual results and financial condition to differ materially from those indicated in forward-looking statements include, among others, our ability to continue as a going concern; our potential need to raise additional capital to fund our existing operations or develop and commercialize new services or expand our operations; our ability to achieve or maintain profitability; our ability to maintain compliance with our debt covenants in the future, or obtain required waivers from our lenders if future operating performance were to fall below current projections, and if there are material changes to management's assumptions, we could be required to recognize non-cash charges to operating earnings for goodwill and/or other intangible asset impairment; our ability to identify and develop successful new geographies, physician partners, payors and patients; changes in market or industry conditions, regulatory environment, competitive conditions, and receptivity to our services; our ability to fund our growth and expand our operations; changes in laws and regulations applicable to our business; our ability to maintain our relationships with health plans and other key payors; the impact of fluctuations in risk adjustments; our ability to establish and maintain effective internal controls; our ability to maintain compliance with California regulations related to financial solvency and operational performance; our ability to maintain the listing of our securities on Nasdaq; increased labor costs and medical expense; our ability to recruit and retain qualified team members and independent physicians; and the factors described under Part I, Item 1A. "Risk Factors" and Part II, Item 7. "Management's Discussion and Analysis of Financial Condition and Results of Operations" in our Annual Report on Form 10-K for the year ended December 31, 2024, filed with the SEC on March 28, 2025, the soon-to-be-filed Annual Report on Form 10-K for the year ended December 31, 2025, and in our subsequent filings with the SEC.

    All information in this press release is as of the date hereof, and we undertake no duty to update or revise this information unless required by law. You are cautioned not to place undue reliance on any forward-looking statements contained in this press release.

     

    P3 HEALTH PARTNERS INC. and SUBSIDIARIES

    CONSOLIDATED BALANCE SHEETS

    (in thousands, except per share amounts)

    (unaudited)

     

     

    December 31, 2025

     

    December 31, 2024

    ASSETS

     

     

     

    CURRENT ASSETS:

     

     

     

    Cash

    $

    25,012

     

     

    $

    38,816

     

    Restricted cash

     

    795

     

     

     

    5,286

     

    Health plan receivable, net of allowance for credit losses of $281 and $150 as of December 31, 2025 and 2024, respectively

     

    92,458

     

     

     

    121,266

     

    Clinic fees, insurance and other receivables

     

    3,379

     

     

     

    3,947

     

    Prepaid expenses and other current assets

     

    11,439

     

     

     

    14,422

     

    Assets held for sale

     

    —

     

     

     

    403

     

    TOTAL CURRENT ASSETS

     

    133,083

     

     

     

    184,140

     

    Property and equipment, net

     

    3,374

     

     

     

    5,734

     

    Intangible assets, net

     

    492,423

     

     

     

    574,350

     

    Other long-term assets

     

    27,761

     

     

     

    19,196

     

    TOTAL ASSETS (1)

    $

    656,641

     

     

    $

    783,420

     

    LIABILITIES, MEZZANINE EQUITY, AND STOCKHOLDERS' (DEFICIT) EQUITY

     

     

     

    CURRENT LIABILITIES:

     

     

     

    Accounts payable

    $

    11,715

     

     

    $

    8,442

     

    Accrued expenses and other current liabilities

     

    42,391

     

     

     

    29,416

     

    Accrued payroll

     

    1,950

     

     

     

    2,722

     

    Health plan settlements payable

     

    69,830

     

     

     

    55,565

     

    Claims payable

     

    287,790

     

     

     

    255,089

     

    Premium deficiency reserve

     

    86,116

     

     

     

    67,368

     

    Accrued interest

     

    429

     

     

     

    2,305

     

    Current portion of long-term debt

     

    45,036

     

     

     

    75,155

     

    Liabilities held for sale

     

    —

     

     

     

    353

     

    TOTAL CURRENT LIABILITIES

     

    545,257

     

     

     

    496,415

     

    Operating lease liability

     

    11,475

     

     

     

    11,339

     

    Warrant liabilities

     

    2,462

     

     

     

    10,312

     

    Long-term debt, net

     

    228,374

     

     

     

    108,907

     

    Other Long-Term Liabilities

     

    9,308

     

     

     

    6,918

     

    TOTAL LIABILITIES (1)

     

    796,876

     

     

     

    633,891

     

    COMMITMENTS AND CONTINGENCIES (Note 14)

     

     

     

    MEZZANINE EQUITY:

     

     

     

    Redeemable non-controlling interest

     

    14,997

     

     

     

    73,593

     

    STOCKHOLDERS' (DEFICIT) EQUITY:

     

     

     

    Class A common stock, $0.0001 par value; 800,000 shares authorized; 3,286 and 3,257 shares issued and outstanding as of December 31, 2025 and 2024, respectively

     

    —

     

     

     

    —

     

    Class V common stock, $0.0001 par value; 205,000 shares authorized; 3,919 and 3,919 shares issued and outstanding as of December 31, 2025 and 2024, respectively

     

    —

     

     

     

    —

     

    Additional paid in capital

     

    495,909

     

     

     

    579,129

     

    Accumulated deficit

     

    (651,141

    )

     

     

    (503,193

    )

    TOTAL STOCKHOLDERS' (DEFICIT) EQUITY

     

    (155,232

    )

     

     

    75,936

     

    TOTAL LIABILITIES, MEZZANINE EQUITY, AND STOCKHOLDERS' (DEFICIT) EQUITY

    $

    656,641

     

     

    $

    783,420

     

    ____________________
    (1)

    The Company's consolidated balance sheets include the assets and liabilities of its consolidated variable interest entities ("VIEs"). As discussed in Note 21 "Variable Interest Entities," P3 LLC is itself a VIE. P3 LLC represents substantially all the assets and liabilities of the Company. As a result, the language and amounts below refer only to VIEs held at the P3 LLC level. The consolidated balance sheets include total assets that can be used only to settle obligations of P3 LLC's consolidated VIEs totaling $8.2 million and $9.3 million as of December 31, 2025 and 2024, respectively, and total liabilities of P3 LLC's consolidated VIEs for which creditors do not have recourse to the general credit of the Company totaled $6.6 million and $14.9 million as of December 31, 2025 and 2024, respectively. These VIE assets and liabilities do not include $46.8 million and $40.3 million of net amounts due to affiliates as of December 31, 2025 and 2024, respectively, as these are eliminated in consolidation and not presented within the consolidated balance sheets.

     

    All periods presented have been retroactively adjusted to reflect the 1-for-50 reverse stock split effected on April 11, 2025.

     

    P3 HEALTH PARTNERS INC. and SUBSIDIARIES

    CONSOLIDATED STATEMENTS OF OPERATIONS

    (in thousands, except per share amounts)

    (unaudited)

     

     

    Three Months Ended

    December 31,

     

    Year Ended

    December 31,

     

     

    2025

     

     

     

    2024

     

     

     

    2025

     

     

     

    2024

     

    OPERATING REVENUE:

     

     

     

     

     

     

     

    Capitated revenue

    $

    366,183

     

     

    $

    367,456

     

     

    $

    1,428,979

     

     

    $

    1,483,602

     

    Other revenue

     

    18,631

     

     

     

    3,230

     

     

     

    30,101

     

     

     

    16,853

     

    TOTAL OPERATING REVENUE

     

    384,814

     

     

     

    370,686

     

     

     

    1,459,080

     

     

     

    1,500,455

     

    OPERATING EXPENSE:

     

     

     

     

     

     

     

    Medical expense

     

    426,058

     

     

     

    410,224

     

     

     

    1,519,240

     

     

     

    1,559,372

     

    Premium deficiency reserve

     

    55,414

     

     

     

    37,927

     

     

     

    18,749

     

     

     

    53,698

     

    Corporate, general and administrative expense

     

    35,878

     

     

     

    31,366

     

     

     

    106,311

     

     

     

    112,596

     

    Sales and marketing expense

     

    335

     

     

     

    461

     

     

     

    918

     

     

     

    1,331

     

    Depreciation and amortization

     

    20,995

     

     

     

    21,153

     

     

     

    84,163

     

     

     

    86,058

     

    Impairment of Assets Held for Sale

     

    —

     

     

     

    8,058

     

     

     

    —

     

     

     

    8,058

     

    TOTAL OPERATING EXPENSE

     

    538,680

     

     

     

    509,189

     

     

     

    1,729,381

     

     

     

    1,821,113

     

    OPERATING LOSS

     

    (153,866

    )

     

     

    (138,503

    )

     

     

    (270,301

    )

     

     

    (320,658

    )

    OTHER INCOME (EXPENSE):

     

     

     

     

     

     

     

    Interest expense, net

     

    (15,637

    )

     

     

    (6,834

    )

     

     

    (55,034

    )

     

     

    (22,173

    )

    Mark-to-market of stock warrants

     

    5,066

     

     

     

    7,488

     

     

     

    7,850

     

     

     

    22,114

     

    Other

     

    (2,155

    )

     

     

    384

     

     

     

    (3,414

    )

     

     

    1,457

     

    Gain on asset sale, net

     

    (162

    )

     

     

    13,269

     

     

     

    (162

    )

     

     

    13,269

     

    TOTAL OTHER (EXPENSE) INCOME

     

    (12,888

    )

     

     

    14,307

     

     

     

    (50,760

    )

     

     

    14,667

     

    LOSS BEFORE INCOME TAXES

     

    (166,754

    )

     

     

    (124,196

    )

     

     

    (321,061

    )

     

     

    (305,991

    )

    PROVISION FOR INCOME TAXES

     

    1,040

     

     

     

    (4,952

    )

     

     

    (2,025

    )

     

     

    (4,387

    )

    NET LOSS

     

    (165,714

    )

     

     

    (129,148

    )

     

     

    (323,086

    )

     

     

    (310,378

    )

    LESS: NET LOSS ATTRIBUTABLE TO REDEEMABLE NON-CONTROLLING INTEREST

     

    (90,195

    )

     

     

    (70,531

    )

     

     

    (175,138

    )

     

     

    (174,529

    )

    NET LOSS ATTRIBUTABLE TO CONTROLLING INTEREST

    $

    (75,519

    )

     

    $

    (58,617

    )

     

    $

    (147,948

    )

     

    $

    (135,849

    )

     

     

     

     

     

     

     

     

    NET LOSS PER SHARE (Note 17):

     

     

     

     

     

     

     

    Basic

     

    (23.02

    )

     

     

    (18.02

    )

     

     

    (45.26

    )

     

     

    (46.78

    )

    Diluted

     

    (23.02

    )

     

     

    (18.02

    )

     

     

    (45.26

    )

     

     

    (54.06

    )

     

     

     

     

     

     

     

     

    WEIGHTED AVERAGE COMMON SHARES OUTSTANDING (Note 17):

     

     

     

     

     

     

     

    Basic

     

    3,281

     

     

     

    3,253

     

     

     

    3,269

     

     

     

    2,904

     

    Diluted

     

    7,200

     

     

     

    3,253

     

     

     

    3,269

     

     

     

    2,940

     

     

    All periods presented have been retroactively adjusted to reflect the 1-for-50 reverse stock split effected on April 11, 2025.

     

    P3 HEALTH PARTNERS INC. and SUBSIDIARIES

    CONSOLIDATED STATEMENTS OF CASH FLOWS

    (in thousands)

    (unaudited)

     

     

    Year Ended

    December 31,

     

     

    2025

     

     

     

    2024

     

    CASH FLOWS FROM OPERATING ACTIVITIES:

     

     

     

    Net loss

    $

    (323,086

    )

     

    $

    (310,378

    )

    Adjustments to reconcile net loss to net cash used in operating activities:

     

     

     

    Depreciation and amortization

     

    84,163

     

     

     

    86,058

     

    Paid in-kind interest expense

     

    29,718

     

     

     

    7,895

     

    Premium deficiency reserve

     

    18,749

     

     

     

    53,698

     

    Amortization of original issue discount and debt issuance costs

     

    13,556

     

     

     

    87

     

    Mark-to-market adjustment of stock warrants

     

    (7,850

    )

     

     

    (22,114

    )

    Equity-based compensation

     

    5,581

     

     

     

    5,752

     

    Provision for bad debts

     

    2,996

     

     

     

    —

     

    Loss (gain) on asset sale

     

    162

     

     

     

    (13,269

    )

    Impairment of assets held for sale

     

    —

     

     

     

    8,058

     

    Gain on write off of contingent consideration

     

    —

     

     

     

    (4,907

    )

    Deferred income taxes

     

    2,868

     

     

     

    (1,090

    )

    Changes in operating assets and liabilities:

     

     

     

    Health plan receivable

     

    28,677

     

     

     

    (2,769

    )

    Clinic fees, insurance, and other receivable

     

    (2,297

    )

     

     

    (990

    )

    Prepaid expenses and other current assets

     

    2,983

     

     

     

    (10,834

    )

    Other long-term assets

     

    (3,525

    )

     

     

    (43

    )

    Accounts payable, accrued expenses, and other current liabilities

     

    11,108

     

     

     

    (8,101

    )

    Accrued payroll

     

    (772

    )

     

     

    (784

    )

    Health plan settlements payable

     

    14,265

     

     

     

    20,573

     

    Claims payable

     

    32,701

     

     

     

    77,080

     

    Accrued interest

     

    (1,876

    )

     

     

    —

     

    Other long-term liabilities

     

    —

     

     

     

    5,897

     

    Operating lease liability

     

    641

     

     

     

    53

     

    Net cash used in operating activities

     

    (91,238

    )

     

     

    (110,128

    )

    CASH FLOWS FROM INVESTING ACTIVITIES:

     

     

     

    Purchases of property and equipment

     

    79

     

     

     

    —

     

    Proceeds from asset sale

     

    50

     

     

     

    14,525

     

    Net cash provided by investing activities

     

    129

     

     

     

    14,525

     

    CASH FLOWS FROM FINANCING ACTIVITIES:

     

     

     

    Proceeds from long-term debt, net of original issue discount

     

    73,000

     

     

     

    88,057

     

    Payment of debt issuance costs

     

    (186

    )

     

     

    (103

    )

    Proceeds from liability-classified warrants and private placement offering, net of offering costs paid

     

    —

     

     

     

    40,496

     

    Proceeds from at-the-market sales, net of offering costs paid

     

    —

     

     

     

    33

     

    Deferred offering costs paid

     

    —

     

     

     

    (507

    )

    Payment of tax withholdings upon settlement of restricted stock unit awards

     

    —

     

     

     

    (103

    )

    Repayment of short-term and long-term debt

     

    (1,137

    )

     

     

    (30,973

    )

    Proceeds from short-term debt

     

    1,137

     

     

     

    1,871

     

    Net cash provided by financing activities

     

    72,814

     

     

     

    98,771

     

    Net change in cash and restricted cash

     

    (18,295

    )

     

     

    3,168

     

    Cash and restricted cash, beginning of year

     

    44,102

     

     

     

    40,934

     

    Cash and restricted cash, end of year

    $

    25,807

     

     

    $

    44,102

     

     

     

     

     

    RECONCILIATION OF NET LOSS TO ADJUSTED EBITDA LOSS

    (in thousands, except PMPM)

    (unaudited)

     

     

    Three Months Ended

    December 31,

     

    Year Ended

    December 31,

     

    2025

     

     

     

    2024

     

     

     

    2025

     

     

     

    2024

     

    Net loss

    $

    (165,714

    )

     

    $

    (129,148

    )

     

    $

    (323,086

    )

     

    $

    (310,378

    )

    Interest expense, net

     

    15,637

     

     

     

    6,834

     

     

     

    55,034

     

     

     

    22,173

     

    Depreciation and amortization

     

    20,995

     

     

     

    21,153

     

     

     

    84,163

     

     

     

    86,058

     

    Income tax provision (benefit)

     

    (1,040

    )

     

     

    4,952

     

     

     

    2,025

     

     

     

    4,387

     

    Mark-to-market of stock warrants

     

    (5,066

    )

     

     

    (7,488

    )

     

     

    (7,850

    )

     

     

    (22,114

    )

    Premium deficiency reserve

     

    55,414

     

     

     

    37,927

     

     

     

    18,749

     

     

     

    53,698

     

    Equity-based compensation

     

    1,099

     

     

     

    721

     

     

     

    5,581

     

     

     

    5,752

     

    Other(1)

     

    2,610

     

     

     

    (2,533

    )

     

     

    4,108

     

     

     

    (6,775

    )

    Adjusted EBITDA loss

    $

    (76,065

    )

     

    $

    (67,582

    )

     

    $

    (161,276

    )

     

    $

    (167,199

    )

    Normalization adjustments(2)

     

    1,301

     

     

     

    (6,341

    )

     

     

    12,207

     

     

     

    (25,788

    )

    Normalized adjusted EBITDA

    $

    (74,764

    )

     

    $

    (73,923

    )

     

    $

    (149,069

    )

     

    $

    (192,987

    )

     

     

     

     

     

     

     

     

    Adjusted EBITDA loss PMPM

    $

    (220

    )

     

    $

    (179

    )

     

    $

    (116

    )

     

    $

    (111

    )

    Normalized adjusted EBITDA PMPM

    $

    (216

    )

     

    $

    (195

    )

     

    $

    (107

    )

     

    $

    (128

    )

    ____________________
    (1)

    Other during the year ended December 31, 2025 consisted of (i) interest income, (ii) loss on disposal of certain property and equipment, (iii) severance expense in connection with reorganization of workforce and (iv) legal settlements and valuation allowance on our notes receivable. Other during the year ended December 31, 2024 consisted of (i) interest income, (ii) gain recognized upon the settlement and write-off of contingent consideration related to an acquisition completed in a prior year and (iii) gain recognized on asset sale partially offset by (iv) severance and related expense in connection with our chief executive officer transition, (v) loss on impairment on assets held for sale, and (vi) valuation allowance on our notes receivable.

    (2)

    Amounts represent net impact of revenue adjustments related to prior year developments, claims expenses related to prior year dates of service, and other network expenses attributable to prior years.

    MEDICAL MARGIN

    (in thousands, except PMPM)

    (unaudited)

     

     

    Three Months Ended

    December 31,

     

    Year Ended

    December 31,

     

     

    2025

     

     

     

    2024

     

     

     

    2025

     

     

     

    2024

     

    Capitated revenue

    $

    366,183

     

     

    $

    367,456

     

     

    $

    1,428,979

     

     

    $

    1,483,602

     

    Less: medical claims expense

     

    (394,882

    )

     

     

    (360,178

    )

     

     

    (1,405,451

    )

     

     

    (1,398,143

    )

    Medical margin

    $

    (28,699

    )

     

    $

    7,278

     

     

    $

    23,528

     

     

    $

    85,459

     

    Medical margin PMPM

    $

    (83

    )

     

    $

    19

     

     

    $

    17

     

     

    $

    57

     

     

    RECONCILIATION OF GROSS PROFIT (LOSS) TO MEDICAL MARGIN

    (in thousands)

     

     

    Three Months Ended

    December 31,

     

    Year Ended

    December 31,

     

    2025

     

     

     

    2024

     

     

     

    2025

     

     

     

    2024

     

    Gross profit (loss)

    $

    (41,244

    )

     

    $

    (39,538

    )

     

    $

    (60,160

    )

     

    $

    (58,917

    )

    Other patient service revenue

     

    (18,631

    )

     

     

    (3,230

    )

     

     

    (30,101

    )

     

     

    (16,853

    )

    Other medical expense

     

    31,176

     

     

     

    50,046

     

     

     

    113,789

     

     

     

    161,229

     

    Medical margin

    $

    (28,699

    )

     

    $

    7,278

     

     

    $

    23,528

     

     

    $

    85,459

     

     

    RECONCILIATION OF TOTAL OPERATING EXPENSE TO ADJUSTED OPERATING EXPENSE

    (in thousands)

    (unaudited)

     

     

    Three Months Ended

    December 31,

     

    Year Ended

    December 31,

     

    2025

     

     

     

    2024

     

     

     

    2025

     

     

     

    2024

     

    Total operating expense

    $

    538,680

     

     

    $

    509,189

     

     

    $

    1,729,381

     

     

    $

    1,821,113

     

    Medical expense

     

    (426,058

    )

     

     

    (410,224

    )

     

     

    (1,519,240

    )

     

     

    (1,559,372

    )

    Depreciation and amortization

     

    (20,995

    )

     

     

    (21,153

    )

     

     

    (84,163

    )

     

     

    (86,058

    )

    Premium deficiency reserve

     

    (55,414

    )

     

     

    (37,927

    )

     

     

    (18,749

    )

     

     

    (53,698

    )

    Equity-based compensation

     

    (1,099

    )

     

     

    (721

    )

     

     

    (5,581

    )

     

     

    (5,752

    )

    Other

     

    (1

    )

     

     

    (10,458

    )

     

     

    130

     

     

     

    (4,353

    )

    Adjusted operating expense

    $

    35,113

     

     

    $

    28,706

     

     

    $

    101,778

     

     

    $

    111,880

     

     

    View source version on businesswire.com: https://www.businesswire.com/news/home/20260326027105/en/

    David Deuchler

    Investor Relations

    Gilmartin Group

    [email protected]

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