Form 8-K

8-K — InnovAge Holding Corp.

Accession: 0001834376-26-000047

Filed: 2026-09-08

Period: 2026-09-08

CIK: 0001834376

SIC: 8000 (SERVICES-HEALTH SERVICES)

Item: Results of Operations and Financial Condition

Item: Financial Statements and Exhibits

Documents

8-K — innv-20260908.htm (Primary)

EX-99.1 (innv-20260908xexx991.htm)

GRAPHIC (tmb-20221108xex99d1002.jpg)

XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K

8-K (Primary)

Filename: innv-20260908.htm · Sequence: 1

innv-20260908

FALSE000183437600018343762026-09-082026-09-08

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): September 8, 2026

INNOVAGE HOLDING CORP.

(Exact name of registrant as specified in its charter)

Delaware 001-40159 81-0710819

(State or other jurisdiction

of incorporation) (Commission File Number) (IRS Employer

Identification No.)

8950 E. Lowry Boulevard

Denver, CO

80230

(Address of principal executive offices) (Zip Code)

(844) 803-8745

(Registrant’s telephone number, including area code)

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:

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

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

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

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, $0.001 par value

INNV

The Nasdaq Stock Market LLC

(Nasdaq Global Select Market)

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 2.02. Results of Operations and Financial Condition.

On September 8, 2026, InnovAge Holding Corp. issued a press release announcing financial results for the fiscal fourth quarter and full year ended June 30, 2026, and related matters. A copy of this press release is furnished as Exhibit 99.1 hereto and is incorporated in this Item 2.02 by reference.

The information in this Item 2.02, including the exhibit attached hereto, 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. This information shall not be deemed to be incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference to such disclosure in this Form 8-K in such a filing.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit Description

99.1

Press Release of InnovAge Holding Corp., dated September 8, 2026

104 Cover Page Interactive Data File (formatted as Inline XBRL)

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 hereunto duly authorized.

INNOVAGE HOLDING CORP.

Date: September 8, 2026

By:

/s/ Benjamin C. Adams

Name:

Benjamin C. Adams

Title:

Chief Financial Officer

EX-99.1

Filename: innv-20260908xexx991.htm · Sequence: 2

Document

Exhibit 99.1

INNOVAGE ANNOUNCES FINANCIAL RESULTS FOR THE

FOURTH QUARTER AND FISCAL YEAR ENDED JUNE 30, 2026

DENVER, CO., September 8, 2026 - InnovAge Holding Corp. (“InnovAge” or the “Company”) (Nasdaq: INNV), an industry leader in providing comprehensive healthcare programs to frail, predominantly dual-eligible seniors through the Program of All-inclusive Care for the Elderly (PACE), today announced financial results for its fiscal fourth quarter and full year ended June 30, 2026.

“Fiscal 2026 was an exceptional year for InnovAge and reflects the significant progress we have made strengthening the company,” said Patrick Blair, Chief Executive Officer of InnovAge. “We enter Fiscal 2027 in a strong position, with a durable foundation to serve more seniors and to deliver high-quality care. We remain focused on disciplined execution and creating sustainable long-term value for all of our stakeholders.”

Financial Results

Three Months Ended Year Ended

June 30,

2026 June 30,

2025 June 30,

2026 June 30,

2025

in thousands, except percentages and per share amounts

Total revenues $ 261,951 $ 221,417 $ 989,707 $ 853,699

Income (Loss) Before Income Taxes

9,667 (4,202) 266 (34,027)

Net Income (Loss) 9,783 (5,009) (683) (35,343)

Net Income (Loss) margin 3.7 % (2.3) % (0.1) % (4.1) %

Net Income (Loss) Attributable to InnovAge Holding Corp. $ 8,287 $ (785) $ (2,537) $ (30,313)

Net Income (Loss) per share - basic and diluted 0.06 (0.01) (0.02) (0.22)

Center-level Contribution Margin(1)

$ 62,562 $ 41,287 $ 227,764 $ 153,639

Adjusted EBITDA(1)

24,282 11,326 94,571 34,462

Adjusted EBITDA margin(1)

9.3 % 5.1 % 9.6 % 4.0 %

Fiscal Year 2026 Financial Performance

•Total revenues of $989.7 million, increased approximately 15.9% compared to $853.7 million in 2025

•Income Before Income Taxes of $0.3 million, increased by 100.8% compared to a Loss Before Income Taxes of $34.0 million in 2025

•Income Before Income Taxes as a percent of revenue increased 4.0 percentage points compared to a Loss Before Income Tax as a percent of revenue of 4.0% in 2025

•Net loss of $0.7 million decreased 98%, compared to a net loss of $35.3 million in 2025

•Net loss margin of 0.1%, increased 4.1 percentage points compared to a net loss margin of 4.1% in 2025

•Net loss attributable to InnovAge Holding Corp. of $2.5 million, or loss of $0.02 per share, compared to a net loss of $30.3 million, or loss of $0.22 per share in 2025

•Center-level Contribution Margin(1) of $227.8 million, increased 48.3% compared to $153.6 million in 2025

•Center-level Contribution Margin(1) as a percent of revenue of 23.0%, increased 5.0 percentage points compared to 18.0% in 2025

•Adjusted EBITDA(1) of $94.6 million, an increase of $60.1 million compared to $34.5 million in 2025

•Adjusted EBITDA(1) margin of 9.6%, an increase of 5.5 percentage points compared to 4.0% in 2025

•Census of approximately 8,230 participants compared to 7,740 participants in 2025

•Member months of approximately 96,050 compared to 89,130 in 2025

(1) Center-level Contribution Margin, Center-level Contribution Margin as a percent of revenue, Adjusted EBITDA and Adjusted EBITDA margin are non-GAAP measures. For more details and for a definition and reconciliation of these non-GAAP measures to the most closely comparable GAAP measures for the periods indicated, see “Note Regarding Use of Non-GAAP Financial Measures” and “Reconciliation of GAAP and Non-GAAP Measures.”

Full Fiscal Year 2027 Financial Guidance

Based on information as of today, September 8, 2026, InnovAge is issuing the following financial guidance.

Low High

dollars in millions

Census 8,625 8,850

Total Member Months(1)

101,000 102,500

Total revenues $ 1,050 $ 1,085

Adjusted EBITDA(2)

105 115

Expected results and estimates may be impacted by factors outside the Company’s control, and actual results may be materially different from this guidance. See “Forward-Looking Statements - Safe Harbor” included herein.

(1) We define Total Member Months as the total number of participants multiplied by the number of months within the respective reporting period in which each participant was enrolled in our program. Management believes this is a useful metric as it more precisely tracks the number of participants the Company serves throughout the year.

(2)Adjusted EBITDA is a non-GAAP measure. See “Note Regarding Use of Non-GAAP Financial Measures” and “Reconciliation of GAAP and Non-GAAP Measures” for a definition of historical Adjusted EBITDA and a reconciliation to net income (loss), the most closely comparable GAAP measure. The Company is unable to provide guidance for net income (loss) or a reconciliation of the Company’s Adjusted EBITDA guidance because it cannot provide a meaningful or accurate calculation or estimation of certain reconciling items without unreasonable effort. The Company’s inability to do so is due to the inherent difficulty in forecasting and quantifying certain amounts that

are necessary for such reconciliation, including variations in effective tax rate, expenses to be incurred for acquisition activities and other one-time or exceptional items.

Conference Call

The Company will host a conference call this afternoon at 5:00 p.m. Eastern Time. A live audio webcast of the call will be available on the Company’s website, https://investor.innovage.com/. A replay of the call will be available via webcast for on-demand listening shortly after the completion of the call, at the same web link, and will remain available for a limited time. To access the call by phone, please go to this link (registration link), for dialing instructions and a unique access pin. We encourage participants to dial into the call fifteen minutes ahead of the scheduled start time.

About InnovAge

InnovAge is a market leader in managing the care of high-cost, frail, and predominantly dual-eligible seniors through the Program of All-inclusive Care for the Elderly (PACE). With a mission of enabling older adults to age independently in their own homes for as long as safely possible, InnovAge’s patient-centered care model is designed to improve the quality of care its participants receive while reducing over-utilization of high-cost care settings. InnovAge believes its PACE healthcare model is one in which all constituencies — participants, their families, providers and government payors — “win.” As of June 30, 2026, InnovAge served approximately 8,230 participants across 20 centers in six states. https://www.innovage.com/.

Investor Contact:

Ryan Kubota

rkubota@innovage.com

Media Contact:

press@innovage.com

Forward-Looking Statements - Safe Harbor

This press release and the related conference call contain “forward-looking statements” within the meaning of the safe harbor provisions of the U.S. Private Securities Litigation Reform Act of 1995. Forward-looking statements can be identified by words such as: “anticipate,” “estimate,” “expect,” “project,” “plan,” “intend,” “believe,” “may,” “will,” “should,” “can have,” “likely” and other words and terms of similar meaning in connection with any discussion of the timing or nature of future operating or financial performance or other events. Forward-looking statements may be identified by the fact that they do not relate strictly to historical or current facts. Examples of forward-looking statements include, among others, statements we may make regarding quarterly or annual guidance; financial outlook, including future revenues and future earnings; the viability of our growth strategy including our ability or expectations to increase the number of participants we serve, build and/or open de novo centers, or to identify and execute acquisitions, joint ventures and strategic partnerships; the expected impact of government policies and the macroeconomic environment; reimbursement and regulatory developments, including potential reductions in PACE reimbursement rates; our ability to control costs, mitigate the effects of elevated expenses or reduced healthcare budgets, expand our payer capabilities, implement clinical value and operational value initiatives and strengthen enterprise functions; results of periodic inspections, reviews and audits, legal proceedings and government investigations and actions; relationships and discussions with regulatory agencies; market developments; and the effects of any of the foregoing on our future results of operations or financial conditions.

Forward-looking statements are neither historical facts nor assurances of future performance. Instead, they are based only on currently available information and our current beliefs, expectations and assumptions. Because forward-looking statements relate to the future, they are subject to inherent uncertainties, risks and changes in circumstances that are difficult to predict and many of which are outside of our control and may cause our actual results and financial condition to differ materially. Important factors that could cause our actual results and financial condition to differ materially include, among others, the following: (i) the viability of our growth strategy, including our ability to find suitable geographies for new centers and to attract new participant and retain existing participants in new and existing centers and our ability to obtain licenses to open such centers; (ii) our ability to identify, successfully complete and integrate acquisitions, joint ventures another strategic partnerships; (iii) the impact on our business from ongoing macroeconomic, geopolitical and industry-related challenges, including labor shortages, labor competition, high inflation, and supply chain disruptions, as a result of tariffs and trade disputes; (iv) the risk that the cost of providing services under our PACE contracts will exceed our compensation; (v) our increased costs and expenditures and our inability to execute or realize the benefits of our clinical and operational value initiatives; (vi) the dependence of our revenues upon a limited number of government payors which exposes us to the risk of government funding reductions, legislative changes and federal and state budgetary pressures; (vii) reductions in PACE reimbursement rates; (viii) the results of periodic inspections, reviews, audits and investigations under the federal and state government programs, including our ability to sufficiently cure any deficiencies identified; (ix) the adverse impact of legal proceedings, enforcement actions and litigation disputes, which are costly to defend; (x) the risk that our submissions to government payors may contain inaccurate or unsupportable information, including regarding risk adjustment scores of participants, subjecting us to repayment obligations or penalties; and (xi) our ability to adhere to complex and changing government laws and regulations in the healthcare industry.

Forward-looking statements are based only on information currently available to us and speaks only as of the date on which it is made. Except as required by law, we undertake no obligation to publicly update any forward-looking statement, whether written or oral, that may be made from time to time, whether as a result of new information, future developments or otherwise. We advise you to not place undue reliance on forward-looking statements and to review our risk factors and other disclosures included in the reports we file or furnish with the Securities and Exchange Commission, including our Annual Report on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K.

Note Regarding Use of Non-GAAP Financial Measures

In addition to reporting financial information in accordance with generally accepted accounting principles (“GAAP”), the Company is also reporting Center-level Contribution Margin, Center-level Contribution Margin as a percent of revenue, Adjusted EBITDA and Adjusted EBITDA margin, which are non-GAAP financial measures. These non-GAAP measures are supplemental measures of operating performance monitored by management that are not defined under GAAP and that do not represent, and should not be considered as, an alternative to net income (loss) before income taxes, net income (loss) before income taxes margin, net income (loss) and net income (loss) margin, as applicable, as determined by GAAP. We believe that these non-GAAP measures are appropriate measures of operating performance because the metrics eliminate the impact of certain expenses that, in the case of Adjusted EBITDA, do not relate to our ongoing business performance, allowing us to more effectively evaluate our core operating performance and trends from period to period. Our definitions and calculations of non-GAAP measures may vary and not be comparable to similarly titled measures reported by other companies. We believe that these non-GAAP measures help investors and analysts in comparing our results across reporting periods on a consistent basis by excluding items that we do not believe are indicative of our core operating performance. These non-GAAP financial measures have limitations as analytical tools and should not be considered in isolation from, or as a substitute for, the analysis of other comparable GAAP financial measures.

The Company’s management uses Center-level Contribution Margin as the measure for assessing performance of its operating segments and allocating resources, predominantly in the annual budget and forecasting process. For the purpose of evaluating Center-level Contribution Margin on a center-by-center basis, we do not allocate our sales and marketing expense or corporate, general and administrative expenses across our centers. We

define Center-level Contribution Margin as total revenues less external provider costs and cost of care, excluding depreciation and amortization, which includes all medical and pharmacy costs.

We define Adjusted EBITDA as net income (loss) adjusted for interest expense, net, other investment income, depreciation and amortization, and provision (benefit) for income tax as well as addbacks for non-recurring expenses or exceptional items, including charges relating to management equity compensation, litigation costs and settlement, M&A diligence, transaction and integration, business optimization, loss on cost and equity method investments, asset impairments and loss on assets held for sale and gain (loss) on sale of assets. Adjusted EBITDA margin is Adjusted EBITDA expressed as a percentage of our total revenue.

Schedule 1

InnovAge

CONSOLIDATED BALANCE SHEETS

(IN THOUSANDS, EXCEPT NUMBER OF SHARES)

June 30,

2026 June 30,

2025

Assets

Current Assets

Cash and cash equivalents $ 97,891 $ 64,129

Short-term investments 43,435 41,775

Restricted cash 10 11

Accounts receivable 42,390 36,373

Prepaid expenses and other 27,311 24,472

Income tax receivable 3,276 3,310

Assets held for sale — 6,038

Total current assets 214,313 176,108

Noncurrent Assets

Property and equipment, net 166,086 168,044

Operating lease assets 21,412 26,901

Deposits and other 10,318 9,875

Goodwill 142,046 142,046

Other intangible assets, net 3,218 3,877

Total noncurrent assets 343,080 350,743

Total assets $ 557,393 $ 526,851

Liabilities and Stockholders' Equity

Current Liabilities

Accounts payable and accrued expenses $ 115,358 $ 76,750

Reported and estimated claims 56,864 58,971

Due to Medicaid and Medicare 18,266 14,382

Current portion of long-term debt 2,536 2,250

Current portion of finance lease obligations 6,275 5,234

Current portion of operating lease obligations 4,592 4,682

Liabilities held for sale — 2,538

Total current liabilities 203,891 164,807

Noncurrent Liabilities

Deferred tax liability, net 9,051 8,761

Finance lease obligations 8,251 7,535

Operating lease obligations 19,775 23,918

Other noncurrent liabilities 2,128 1,458

Long-term debt, net of debt issuance costs 45,521 57,464

Total liabilities 288,617 263,943

Commitments and Contingencies (See Note 9)

Redeemable Noncontrolling Interest (See Note 4) 30,013 25,010

Stockholders’ Equity

Common stock, $0.001 par value; 500,000,000 authorized as of each of June 30, 2026 and 2025; 137,483,028 issued and 136,020,049 outstanding as of June 30, 2026 and 136,903,271 issued and 135,440,292 outstanding as of June 30, 2025.

137 137

Treasury stock at cost, 1,462,979 and 1,462,979 shares as of June 30, 2026 and June 30, 2025, respectively

(7,500) (7,500)

Additional paid-in capital 348,724 343,378

Retained deficit (105,758) (101,047)

Total InnovAge Holding Corp. 235,603 234,968

Noncontrolling interests 3,160 2,930

Total stockholders’ equity 238,763 237,898

Total liabilities and stockholders’ equity $ 557,393 $ 526,851

Schedule 2

InnovAge

CONSOLIDATED STATEMENTS OF OPERATIONS

(IN THOUSANDS, EXCEPT NUMBER OF SHARES AND PER SHARE DATA)

Three Months Ended Year Ended

June 30, 2026 June 30, 2025 June 30, 2026 June 30, 2025

(unaudited)

Revenues

Capitation revenue $ 261,511 $ 221,060 $ 988,384 $ 852,353

Other service revenue 440 357 1,323 1,346

Total revenues 261,951 221,417 989,707 853,699

Expenses

External provider costs 115,737 108,169 449,843 431,152

Cost of care, excluding depreciation and amortization 83,652 71,961 312,100 268,908

Sales and marketing 9,933 7,100 34,361 28,217

Corporate, general and administrative 33,077 27,823 166,489 122,058

Depreciation and amortization 6,356 3,394 21,142 19,510

Impairments and loss on assets held for sale 3,050 5,120 3,154 13,615

Total expenses 251,805 223,567 987,089 883,460

Operating Income (Loss) 10,146 (2,150) 2,618 (29,761)

Other Income (Expense)

Interest expense, net (772) (893) (4,258) (4,612)

Loss on cost and equity method investments — (1,409) — (1,393)

Other income, net 293 250 1,906 1,739

Total other expense (479) (2,052) (2,352) (4,266)

Income (Loss) Before Income Taxes 9,667 (4,202) 266 (34,027)

Provision for Income Taxes (116) 807 949 1,316

Net Income (Loss) 9,783 (5,009) (683) (35,343)

Less: net income (loss) attributable to noncontrolling interests 1,496 (4,224) 1,854 (5,030)

Net Income (Loss) Attributable to InnovAge Holding Corp. $ 8,287 $ (785) $ (2,537) $ (30,313)

Weighted-average number of common shares outstanding - basic

135,812,522 135,133,574 135,698,603 135,387,555

Weighted-average number of common shares outstanding - diluted

137,157,943 135,133,574 135,698,603 135,387,555

Net loss per share - basic $ 0.06 $ (0.01) $ (0.02) $ (0.22)

Net loss per share - diluted $ 0.06 $ (0.01) $ (0.02) $ (0.22)

Schedule 3

InnovAge

CONSOLIDATED STATEMENTS OF CASH FLOWS

(IN THOUSANDS)

Year Ended June 30,

2026 2025

Operating Activities

Net loss $ (683) $ (35,343)

Adjustments to reconcile net loss to net cash provided by (used in) operating activities

(Gain) loss on disposal of assets (418) 508

Provision for uncollectible accounts — 524

Depreciation and amortization 21,142 19,510

Operating lease rentals 6,860 6,361

Loss (gain) on cost and equity method investments — 1,393

Impairments and loss on assets held for sale 3,154 13,615

Amortization of deferred financing costs 772 429

Stock-based compensation 7,048 7,619

Deferred income taxes 289 1,301

Other 3,069 1,714

Changes in operating assets and liabilities, net of acquisitions

Accounts receivable (6,018) 11,210

Prepaid expenses and other (2,832) (4,041)

Income tax receivable 34 14

Deposits and other (1,919) (6,419)

Accounts payable and accrued expenses 38,446 20,431

Reported and estimated claims (2,107) 3,567

Due to Medicaid and Medicare 3,883 (814)

Operating lease liabilities (6,006) (8,713)

Net cash provided by operating activities 64,714 32,866

Investing Activities

Purchases of property and equipment (14,309) (6,263)

Purchases of short-term investments (1,747) (2,065)

Proceeds from sale of short-term investments — 6,300

Proceeds from dissolution of equity method investments — 1,252

Acquisition of business — (4,774)

Proceeds from sale of assets held for sale 3,716 —

Net cash used in investing activities (12,340) (5,550)

Financing Activities

Payments for finance lease obligations (5,206) (6,107)

Proceeds from long-term debt 60,082 —

Principal payments on long-term debt (71,282) (3,799)

Payment of debt issuance costs (1,989) —

Repurchase of equity securities — (7,321)

Contributions from joint venture partner 3,200 —

Distributions to joint venture partner (1,634) —

Taxes paid related to net settlements of stock-based compensation awards (1,702) (1,855)

Net cash used in financing activities (18,531) (19,082)

Net change in cash, cash equivalents and restricted cash including cash of $0.08 million reclassified to assets held for sale

33,843 8,234

Less: change in cash and restricted cash reclassified to assets held for sale (82) (1,054)

INCREASE IN CASH, CASH EQUIVALENTS & RESTRICTED CASH 33,761 7,180

CASH, CASH EQUIVALENTS & RESTRICTED CASH, BEGINNING OF PERIOD 64,140 56,960

CASH, CASH EQUIVALENTS & RESTRICTED CASH, END OF PERIOD $ 97,901 $ 64,140

Supplemental Cash Flows Information

Interest paid $ 4,206 $ 4,348

Income taxes paid $ 627 $ 1

Property and equipment included in accounts payable $ 1,257 $ 1,734

Property and equipment purchased under capital leases $ 6,965 $ 1,533

Schedule 4

InnovAge

RECONCILIATION OF GAAP AND NON-GAAP MEASURES

(IN THOUSANDS) (UNAUDITED)

Adjusted EBITDA

Three Months Ended Year Ended

June 30, 2026 June 30, 2025 June 30, 2026 June 30, 2025

Net income (loss) $ 9,783 $ (5,009) $ (683) $ (35,343)

Interest expense, net 772 893 4,258 4,612

Other investment income(a)

(146) (497) (1,422) (2,247)

Depreciation and amortization 6,356 3,394 21,142 19,510

Provision for income tax (116) 807 949 1,316

Stock-based compensation 1,734 1,550 7,048 7,619

Litigation costs and settlements(b)

2,849 1,626 56,966 19,367

M&A diligence, transaction and integration(c)

— (222) — 1,360

Business optimization(d)

— 2,195 3,540 3,040

Loss on cost and equity method investments(e)

— 1,393 — 1,393

Asset impairments and loss on assets held for sale(f)

3,050 4,976 3,154 13,615

(Gain) loss on sale of assets(g)

— 220 (381) 220

Adjusted EBITDA $ 24,282 $ 11,326 $ 94,571 $ 34,462

Net income (loss) margin 3.7 % (2.3) % (0.1) % (4.1) %

Adjusted EBITDA margin 9.3 % 5.1 % 9.6 % 4.0 %

_______________________

(a)Reflects investment income related to short term investments included in our consolidated statements of operations.

(b)Reflects charges/(credits) related to litigation by stockholders, civil investigative demands, and settlement with our former pharmacy provider. Refer to Note 9, "Commitments and Contingencies" to our consolidated financial statements included in this Annual Report for more information regarding litigation by stockholders and civil investigative demands. Costs reflected consist of litigation costs considered one-time in nature and outside of the ordinary course of business based on the following considerations which we assess regularly: (i) the frequency of similar cases that have been brought to date, or are expected to be brought within two years, (ii) complexity of the case, (iii) nature of the remedies sought, (iv) litigation posture of the Company, (v) counterparty involved, and (vi) the Company's overall litigation strategy. For the three months ended June 30, 2026, includes $2.4 million of accrued loss for potential resolutions. For the year ended June 30, 2026, includes an aggregate $52.4 million of accrued loss for potential resolutions or paid settlements. For the year ended June 30, 2025, includes $10.1 million that was accrued in connection with the settlement of the previously disclosed stockholder class action and which was paid in fiscal year 2026.

(c)Reflects charges related to M&A diligence, transactions and integrations.

(d)Reflects charges related to business optimization initiatives. Such charges related to one-time investments in projects designed to enhance our technology and compliance systems and improve and support the efficiency and effectiveness of our operations. For the three months ended June 30, 2025 this consists of $2.1 million of costs associated with third party consultants to implement core provider initiatives, assess our risk-bearing capabilities, and strengthen our enterprise capabilities. For the year ended June 30, 2026 this consists of $3.5 million of costs related to organizational restructure and executive severance. For the year ended June 30, 2025, this includes (i) $2.5 million of costs associated with organizational restructure and executive severance, and (ii) $0.5 million related to other non-recurring projects aimed at reducing costs and improving efficiencies.

(e)For both the three months ended June 30, 2025 and the year ended June 30, 2025, reflects $2.6 million impairment loss for the investment in DispatchHealth Holdings, Inc., partially offset by $1.3 million net benefit associated with the dissolution of the PWD partnership.

(f)For the three months ended June 30, 2026, includes impairment charges related to ROU asset and construction in progress related to a previously planned de novo center in Downey, California. For the three months ended June 30, 2025, includes (ii) loss on assets held for sale, and (iii) loss on settlement of lease liability in Louisville, Kentucky. For the year ended June 30, 2026, reflects (i) additional loss related to the Company’s sale of its managing member interest in SH1 and the adjacent land and (ii) impairment

charges related to ROU asset and construction in progress related to a previously planned de novo center in Downey, California. For the year ended June 30, 2025, reflects (i) impairment charges related to ROU asset and construction in progress related to halting developments related to the planned Louisville, Kentucky center, (ii) loss on assets held for sale, and (iii) loss on settlement of lease liability in Louisville, Kentucky.

(g)For the year ended June 30, 2026, reflects gain on sale of center equipment that was originally purchased for the center in Louisville, Kentucky. For both the three months ended June 30, 2025 and the year ended June 30, 2025, reflects loss on sale of center equipment that was originally purchased for the center in Louisville, Kentucky.

Three Months Ended

March 31, 2026

Net loss $ (29,940)

Interest expense, net 988

Other investment income(a)

(294)

Depreciation and amortization 4,824

Provision for income tax 167

Stock-based compensation 1,790

Litigation costs and settlements(b)

51,859

Business optimization(c)

1,101

Adjusted EBITDA $ 30,495

Net loss margin (11.9) %

Adjusted EBITDA margin 12.1 %

_______________________

(a)Reflects investment income related to short-term investments included in our consolidated statement of operations.

(b)Reflects charges/(credits) related to litigation by stockholders, civil investigative demands, and settlement with our former pharmacy provider. Refer to Note 9, "Commitments and Contingencies" to our condensed consolidated financial statements for more information regarding these proceedings. Costs reflected consist of litigation costs considered one-time in nature and outside of the ordinary course of business based on the following considerations which we assess regularly: (i) the frequency of similar cases that have been brought to date, or are expected to be brought within two years, (ii) complexity of the case, (iii) nature of the remedies sought, (iv) litigation posture of the Company, (v) counterparty involved, and (vi) the Company's overall litigation strategy.

(c)Reflects charges related to business optimization initiatives. Such charges relate to one-time investments in projects designed to enhance our technology and compliance systems and improve and support the efficiency and effectiveness of our operations. For the three months ended March 31, 2026, this consists of costs related to organizational restructure.

Center-Level Contribution Margin

Year Ended June 30, 2026 Year Ended June 30, 2025

in thousands PACE

All other(1)

Totals PACE

All other(1)

Totals

Capitation revenue $ 988,384 $ — $ 988,384 $ 852,353 $ — $ 852,353

Other service revenue 1,066 257 1,323 356 990 1,346

Total revenues 989,450 257 989,707 852,709 990 853,699

External provider costs 449,843 — 449,843 431,152 — 431,152

Cost of care, excluding depreciation and amortization 311,967 133 312,100 268,338 570 268,908

Center-Level Contribution Margin 227,640 124 227,764 153,219 420 153,639

Sales and marketing 34,361 28,217

Corporate, general and administrative 166,489 122,058

Depreciation and amortization 21,142 19,510

Impairments and loss on assets held for sale 3,154 13,615

Operating income (loss) 2,618 (29,761)

Other expense (2,352) (4,266)

Income (Loss) Before Income Taxes $ 266 $ (34,027)

Loss Before Income Taxes as a % of revenue — % (4.0) %

Center- Level Contribution Margin as a % of revenue 23.0 % 18.0 %

Three Months Ended June 30, 2026 Three Months Ended June 30, 2025

in thousands PACE

All other(1)

Totals PACE

All other(1)

Totals

Capitation revenue $ 261,511 $ — $ 261,511 $ 221,060 $ — $ 221,060

Other service revenue 440 — 440 104 253 357

Total revenues 261,951 — 261,951 221,164 253 221,417

External provider costs 115,737 — 115,737 108,169 — 108,169

Cost of care, excluding depreciation and amortization 83,652 — 83,652 71,816 145 71,961

Center-Level Contribution Margin 62,562 — 62,562 41,179 108 41,287

Sales and marketing 9,933 7,100

Corporate, general and administrative 33,077 27,823

Depreciation and amortization 6,356 3,394

Impairments and loss on assets held for sale 3,050 5,120

Operating income (loss) 10,146 (2,150)

Other expense (479) (2,052)

Income (Loss) Before Income Taxes $ 9,667 $ (4,202)

Loss Before Income Taxes as a % of revenue 3.7 % (1.9) %

Center- Level Contribution Margin as a % of revenue 23.9 % 18.6 %

Center-Level Contribution Margin

Three Months Ended March 31, 2026

(In thousands) PACE

All other(1)

Totals

Capitation revenue $ 251,502 $ — $ 251,502

Other service revenue 441 — 441

Total revenues 251,943 — 251,943

External provider costs 113,247 — 113,247

Cost of care, excluding depreciation and amortization 77,676 — 77,676

Center-Level Contribution Margin 61,020 — 61,020

Sales and marketing 8,744

Corporate, general and administrative 76,531

Depreciation and amortization 4,824

Impairments and loss on assets held for sale —

Operating Loss (29,079)

Other expense (694)

Loss Before Income Taxes $ (29,773)

Loss Before Income Taxes as a % of revenue (11.8) %

Center- Level Contribution Margin as a % of revenue 24.2 %

_______________________

(1)Center-level Contribution Margin from a segment below the quantitative thresholds was attributable to the Senior Housing operating segment of the Company as of June 30, 2026. This segment never met any of the quantitative thresholds for determining reportable segments.

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