SEC Form SCHEDULE 13G filed by agilon health inc.
$AGL
Misc Health and Biotechnology Services
Health Care
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13G
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UNDER THE SECURITIES EXCHANGE ACT OF 1934
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agilon health, inc. (Name of Issuer) |
Common stock, par value $0.01 (Title of Class of Securities) |
00857U107 (CUSIP Number) |
08/22/2025 (Date of Event Which Requires Filing of this Statement) |
| Check the appropriate box to designate the rule pursuant to which this Schedule is filed: |
 Rule 13d-1(b)
|
 Rule 13d-1(c)
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| Rule 13d-1(d)
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SCHEDULE 13G
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| CUSIP No. | 00857U107 |
| 1 | Names of Reporting Persons
North Peak Capital Management, LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
21,536,679.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
5.2 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
IA, OO |
Comment for Type of Reporting Person: The figures in Items 6, 8, and 9 include (1) 1,247,465 shares of Common stock, par value $0.01 ("Common Stock") of aglion health, inc (the "Issuer") held directly by North Peak Capital Partners, LP, (2) 10,585,833 shares of Common Stock held directly by North Peak Capital Partners II, LP, (3) 5,564,235 shares of Common Stock held directly by North Peak Capital Alpha Fund, LP and (4) 878,841 shares of Common Stock held directly by North Peak Capital Ultra Fund, LP.
The figure in Item 11 is based upon 414,423,149 Common Stock outstanding as of July 31, 2025, as disclosed in the Issuer's quarterly report on Form 10-Q for the quarterly period ended June 30, 2025 filed with the U.S. Securities and Exchange Commission (the "Commission") on August 4, 2025.
SCHEDULE 13G
|
| CUSIP No. | 00857U107 |
| 1 | Names of Reporting Persons
North Peak Capital GP, LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
18,276,374.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
4.4 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person: The figures in Items 6, 8, and 9 include (1) 1,247,465 shares of Common Stock held directly by North Peak Capital Partners, LP, (2) 10,585,833 shares of Common Stock held directly by North Peak Capital Partners II, LP, (3) 5,564,235 shares of Common Stock held directly by North Peak Capital Alpha Fund, LP and (4) 878,841 shares of Common Stock held directly by North Peak Capital Ultra Fund, LP.
The figure in Item 11 is based upon 414,423,149 Common Stock of the Issuer outstanding as of July 31, 2025, as disclosed in the Issuer's quarterly report on Form 10-Q for the quarterly period ended June 30, 2025, filed with the Commission on August 4, 2025.
SCHEDULE 13G
|
| CUSIP No. | 00857U107 |
| 1 | Names of Reporting Persons
North Peak Capital Partners, LP | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
1,247,465.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
0.30 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
PN |
Comment for Type of Reporting Person: The figure in Item 11 is based upon 414,423,149 Common Stock of the Issuer outstanding as of July 31, 2025, as disclosed in the Issuer's quarterly report on Form 10-Q for the quarterly period ended June 30, 2025, filed with the Commission on August 4, 2025.
SCHEDULE 13G
|
| CUSIP No. | 00857U107 |
| 1 | Names of Reporting Persons
North Peak Capital Partners II, LP | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
10,585,833.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
2.6 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
PN |
Comment for Type of Reporting Person: The figure in Item 11 is based upon 414,423,149 Common Stock of the Issuer outstanding as of July 31, 2025, as disclosed in the Issuer's quarterly report on Form 10-Q for the quarterly period ended June 30, 2025, filed with the Commission on August 4, 2025.
SCHEDULE 13G
|
| CUSIP No. | 00857U107 |
| 1 | Names of Reporting Persons
North Peak Capital Alpha Fund, LP | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
5,564,235.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
1.3 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
PN |
Comment for Type of Reporting Person: The figure in Item 11 is based upon 414,423,149 Common Stock of the Issuer outstanding as of July 31, 2025, as disclosed in the Issuer's quarterly report on Form 10-Q for the quarterly period ended June 30, 2025, filed with the Commission on August 4, 2025.
SCHEDULE 13G
|
| CUSIP No. | 00857U107 |
| 1 | Names of Reporting Persons
North Peak Capital Ultra Fund, LP | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
878,841.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
0.2 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
PN |
Comment for Type of Reporting Person: The figure in Item 11 is based upon 414,423,149 Common Stock of the Issuer outstanding as of July 31, 2025, as disclosed in the Issuer's quarterly report on Form 10-Q for the quarterly period ended June 30, 2025, filed with the Commission on August 4, 2025.
SCHEDULE 13G
|
| CUSIP No. | 00857U107 |
| 1 | Names of Reporting Persons
Michael Kevin Kahan | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
UNITED STATES
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
18,276,374.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
4.4 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
HC, IN |
Comment for Type of Reporting Person: The figures in Items 6, 8, and 9 include (1) 1,247,465 shares of Common Stock held directly by North Peak Capital Partners, LP, (2) 10,585,833 shares of Common Stock held directly by North Peak Capital Partners II, LP, (3) 5,564,235 shares of Common Stock held directly by North Peak Capital Alpha Fund, LP and (4) 878,841 shares of Common Stock held directly by North Peak Capital Ultra Fund, LP.
The figure in Item 11 is based upon 414,423,149 Common Stock of the Issuer outstanding as of July 31, 2025, as disclosed in the Issuer's quarterly report on Form 10-Q for the quarterly period ended June 30, 2025, filed with the Commission on August 4, 2025.
SCHEDULE 13G
|
| CUSIP No. | 00857U107 |
| 1 | Names of Reporting Persons
Jeremy Steven Kahan | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
UNITED STATES
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
18,276,374.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
4.4 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
HC, CO |
Comment for Type of Reporting Person: The figures in Items 6, 8, and 9 include (1) 1,247,465 shares of Common Stock held directly by North Peak Capital Partners, LP, (2) 10,585,833 shares of Common Stock held directly by North Peak Capital Partners II, LP, (3) 5,564,235 shares of Common Stock held directly by North Peak Capital Alpha Fund, LP and (4) 878,841 shares of Common Stock held directly by North Peak Capital Ultra Fund, LP.
The figure in Item 11 is based upon 414,423,149 Common Stock of the Issuer outstanding as of July 31, 2025, as disclosed in the Issuer's quarterly report on Form 10-Q for the quarterly period ended June 30, 2025, filed with the Commission on August 4, 2025.
SCHEDULE 13G
|
| Item 1. | ||
| (a) | Name of issuer:
agilon health, inc. | |
| (b) | Address of issuer's principal executive offices:
6210 E HWY 290, Suite 450, Austin, TX, 78723 | |
| Item 2. | ||
| (a) | Name of person filing:
This statement is jointly filed by and on behalf of each of North Peak Capital Management, LLC, a Delaware limited liability company ("North Peak Management"), North Peak Capital GP, LLC, a Delaware limited liability company ("North Peak GP"), North Peak Capital Partners, LP, a Delaware limited partnership ("Fund I"), North Peak Capital Partners II, LP, a Delaware limited partnership ("Fund II"), North Peak Capital Alpha Fund, LP, a Delaware limited partnership ("Alpha Fund"), North Peak Capital Ultra Fund, LP, a Delaware limited partnership ("Ultra Fund"), Jeremy S. Kahan and Michael K. Kahan (each, a "Reporting Person" and collectively, the "Reporting Persons"). North Peak Management is the investment manager of, and may be deemed to indirectly beneficially own securities owned by, each of Fund I, Fund II, Alpha Fund and Ultra Fund. North Peak Management is also an investment adviser to a separately managed account of an advisory client and may be deemed to beneficially own securities directly in such separately managed account, but North Peak Management does not have any voting authority with respect to any securities in such separately managed account. North Peak GP is the general partner of, and may be deemed to indirectly beneficially own securities owned by, each of Fund I, Fund II, Alpha Fund and Ultra Fund. Messrs. Kahan are the co-managers of, and each may be deemed to indirectly beneficially own securities beneficially owned by, each of North Peak Management and North Peak GP. Each Reporting Person disclaims beneficial ownership of the shares of Common Stock held directly by the other Reporting Persons.
Each Reporting Person declares that neither the filing of this statement nor anything herein shall be construed as an admission that such Reporting Person is, for the purposes of Section 13(d) or 13(g) of the Act or any other purpose, the beneficial owner of any securities covered by this statement.
Each Reporting Person may be deemed to be a member of a group with respect to the Issuer or securities of the Issuer for the purposes of Section 13(d) or 13(g) of the Act. Each of the Reporting Persons declares that neither the filing of this statement nor anything herein shall be construed as an admission that such Reporting Person is, for the purposes of Section 13(d) or 13(g) of the Act or any other purpose, (i) acting (or has agreed or is agreeing to act together with any other person) as a partnership, limited partnership, syndicate, or other group for the purpose of acquiring, holding, or disposing of securities of the Issuer or otherwise with respect to the Issuer or any securities of the Issuer or (ii) a member of any group with respect to the Issuer or any securities of the Issuer. | |
| (b) | Address or principal business office or, if none, residence:
The address of the principal business office of each of the Reporting Persons is c/o North Peak Capital Management, LLC, 405 Lexington Avenue, Suite 5001, New York, NY 10174. | |
| (c) | Citizenship:
See Item 4 on the cover page(s) hereto. | |
| (d) | Title of class of securities:
Common stock, par value $0.01 | |
| (e) | CUSIP No.:
00857U107 | |
| Item 3. | If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: | |
| (a) | Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
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| (b) | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
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| (c) | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
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| (d) | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
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| (e) | An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
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| (f) | An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
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| (g) | A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
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| (h) | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
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| (i) | A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
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| (j) | A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution: | |
| (k) | Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
| |
| Item 4. | Ownership | |
| (a) | Amount beneficially owned:
See Item 9 on the cover page(s) hereto. | |
| (b) | Percent of class:
See Item 11 on the cover page(s) hereto. | |
| (c) | Number of shares as to which the person has:
| |
| (i) Sole power to vote or to direct the vote:
See Item 5 on the cover page(s) hereto. | ||
| (ii) Shared power to vote or to direct the vote:
See Item 6 on the cover page(s) hereto. | ||
| (iii) Sole power to dispose or to direct the disposition of:
See Item 7 on the cover page(s) hereto. | ||
| (iv) Shared power to dispose or to direct the disposition of:
See Item 8 on the cover page(s) hereto. | ||
| Item 5. | Ownership of 5 Percent or Less of a Class. | |
| Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. | |
Not Applicable
| ||
| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. | |
Not Applicable
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| Item 8. | Identification and Classification of Members of the Group. | |
Not Applicable
| ||
| Item 9. | Notice of Dissolution of Group. | |
Not Applicable
| ||
| Item 10. | Certifications: |
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under ?? 240.14a-11. |
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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Exhibit Information
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Exhibit 99.1 Joint Filing Agreement (filed herewith) |