Form 8-K

8-K — Astrana Health, Inc.

Accession: 0001104659-26-082892

Filed: 2026-07-13

Period: 2026-07-13

CIK: 0001083446

SIC: 8742 (SERVICES-MANAGEMENT CONSULTING SERVICES)

Item: Regulation FD Disclosure

Item: Financial Statements and Exhibits

Documents

8-K — tm2620233d1_8k.htm (Primary)

EX-99.1 — EXHIBIT 99.1 (tm2620233d1_ex99-1.htm)

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington,

DC 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): July 13, 2026

ASTRANA HEALTH, INC.

(Exact Name of Registrant as Specified in Charter)

Delaware

001-37392

95-4472349

(State or Other Jurisdiction

(Commission

(I.R.S. Employer

of Incorporation)

File Number)

Identification No.)

1668 S. Garfield Avenue, 2nd Floor, Alhambra, California 91801

(Address of Principal Executive Offices) (Zip Code)

(626) 282-0288

Registrant’s Telephone Number, Including

Area Code

(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 per share

ASTH

The Nasdaq Stock Market LLC

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 ¨

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. ¨

Item 7.01 Regulation FD Disclosure.

On July 13, 2026, Astrana

Health, Inc. (the “Company”) issued a press release regarding the performance of the Company’s accountable care organizations

in 2024. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

The information contained

in this Current Report on Form 8-K, including the exhibit referenced herein, is being furnished and shall not be deemed “filed”

for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to

the liabilities of that section. Such information shall not be incorporated by reference into any filing under the Securities Act of 1933,

as amended, or the Exchange Act, whether made before or after the date hereof, regardless of any general incorporation language in such

filing. The furnishing of this information will not be deemed an admission as to the materiality of any information contained herein.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit

No.

Description of Exhibit

99.1

Press Release dated July 13, 2026.

104

Cover Page Interactive Data File (the cover page XBRL tags are 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 hereunto duly authorized.

ASTRANA HEALTH, INC.

Date: July 13, 2026

By:

/s/ Brandon K. Sim

Name:

Brandon K. Sim

Title:

Chief Executive Officer and President

EX-99.1 — EXHIBIT 99.1

EX-99.1

Filename: tm2620233d1_ex99-1.htm · Sequence: 2

Exhibit 99.1

Astrana Health ACOs Deliver $120.4

Million in Gross Shared Savings in 2024 Performance Year

All Eight

ACOs Achieve Net Shared Savings

ALHAMBRA, Calif.,

July 13, 2026/PRNewswire/ -- Astrana Health, Inc. ("Astrana," and together with its subsidiaries and affiliated entities,

the "Company") (NASDAQ: ASTH), a physician-centric, technology-enabled healthcare company empowering providers to deliver accessible,

high-quality, and high-value care to all, today announced that its Accountable Care Organizations (ACOs) generated $120.4 million in

gross shared savings during the 2024 performance year.

All eight of

Astrana's affiliated ACOs generated shared savings, including five participating in the Medicare Shared Savings Program (MSSP) and three

participating in the ACO Realizing Equity, Access and Community Health (ACO REACH) model, demonstrating the strength and consistency of

Astrana’s physician-led value-based care platform and its commitment to improving outcomes for patients and providers across the

nation.

“Generating

shared savings across all eight of our affiliated ACOs is a powerful validation of our physician-centric model and the strength of the

infrastructure we provide to our partners,” said Brandon Sim, President and CEO of Astrana Health. “Our integrated platform

brings together AI-enabled technology, care management, analytics, and operational infrastructure to enable providers to succeed in value-based

care at scale. As more physicians transition to value-based care, we believe our platform is uniquely positioned to help them succeed

while delivering better outcomes at a lower total cost of care.”

2024 Performance

Year Highlights

· $120.4

million in gross shared savings

· 100%

of Astrana’s eight affiliated ACOs generated shared savings

· Nearly

100,000 Medicare beneficiaries served across Astrana’s eight affiliated ACOs

· Astrana

Care Partners ACO (A5450) ranked seventh among 476 MSSP ACOs nationwide in net shared savings

per beneficiary in its first performance year

These results further validate Astrana’s

broader physician enablement platform, which supports providers across Medicare, Medicaid, Commercial, and ACA populations.

Today,

Astrana supports more than 20,000 providers

caring for approximately 1.55 million patients through partnerships with more than 20 payers nationwide. In fiscal year 2025, the Company

generated $3.18 billion in revenue and $205.4 million in adjusted EBITDA(1), underscoring the

scale and durability of its physician-centric, technology-enabled operating model. Astrana continues to expand its AI-enabled

platform in 2026, growing revenue 56% year over year in the first quarter while

empowering more providers to succeed in value-based care.

Astrana's 2024

performance contributes to the broader momentum in Medicare's accountable care programs, which continue to demonstrate their effectiveness

in improving care coordination, reducing unnecessary hospitalizations, and generating substantial savings for taxpayers while improving

the patient experience. Astrana remains focused on expanding its physician enablement platform to help more providers deliver coordinated,

high-quality care across the communities they serve.

(1)

See “Reconciliation of Net Income to EBITDA and Adjusted EBITDA” and “Use of Non-GAAP Financial Measures” below

for additional information.

About Astrana

Health

Astrana Health

is a physician-centric, AI-powered healthcare company committed to delivering high-quality, patient-centered care. Built from the physician's

perspective, Astrana combines its scalable care delivery infrastructure, proprietary technology platform, and aligned provider networks

to enable proactive, preventive care at scale – improving patient outcomes, enhancing patient experiences, supporting provider

well-being, and driving greater value across the healthcare system.

Today, Astrana

supports more than 20,000 providers and approximately 1.55 million patients in value-based care arrangements through its affiliated provider

networks, management services organization, and integrated care delivery clinics spanning primary, specialty, and ancillary care. Together,

Astrana is building the healthcare system we all deserve – one that delivers better care, better experiences, and better outcomes

for all.

For more information about Astrana Health's

ACO performance and value-based care initiatives, visit https://www.astranahealth.com/

Forward-Looking

Statements:

This press

release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, such as statements

about the performance of the Company’s ACOs, the Company’s continued growth and expansion, including of the ACO operations,

the Company's ability to meet operational goals, ability to meet expectations in deployment of care coordination and management capabilities,

ability to decrease cost of care while improving quality and outcomes, ability to deliver sustainable revenue and EBITDA growth as well

as long-term value, ability to respond to the changing environment, and statements about the Company's liquidity and successful completion

and implementation of strategic growth plans. Forward-looking statements reflect current views with respect to future events and financial

performance and therefore cannot be guaranteed. Such statements are based on the current expectations and certain assumptions of the

Company’s management, and some or all of such expectations and assumptions may not materialize or may vary significantly from actual

results. Actual results may also vary materially from forward-looking statements due to risks, uncertainties and other factors, known

and unknown, including the risk factors described from time to time in the Company's reports to the Securities and Exchange Commission,

including, without limitation the risk factors discussed in the Company’s Annual Report on Form 10-K for the year ended December

31, 2025, and subsequent quarterly reports on Form 10-Q. Any forward-looking statements made by the Company in this release speaks only

as of the date on which it is made. The Company undertakes no obligation to publicly update any forward-looking statement, whether as

a result of new information, future developments or otherwise, except as may be required by any applicable securities laws.

FOR MORE

INFORMATION, PLEASE CONTACT:

To learn about ACO participation, contact

Sean Zagari, sean.zargari@astranahealth.com

Investor Relations

investors@astranahealth.com

Reconciliation

of Net Income to EBITDA and Adjusted EBITDA

Year Ended

December 31,

(in thousands)

2025

Net income

$ 24,076

Interest expense

49,928

Interest income

(12,157 )

Provision for income taxes

15,530

Depreciation and amortization

45,749

EBITDA

123,126

Income from equity method investments

(1,708 )

Other, net

45,405 (1)

Stock-based compensation

38,601

Adjusted EBITDA

$ 205,424

(1)

Other, net, for the year ended December 31, 2025, relates to $13.0 million for one-time legal matter costs, $25.9 million for one-time

transaction-related costs, debt issuance costs incurred in connection with our Second Amended and Restated Credit Facility, certain costs

and final settlement for some of our acquisitions, and severance fees incurred, partially offset by employer retention tax credits

related to COVID-19 relief.

Use of Non-GAAP

Financial Measures

This press

release contains the non-GAAP financial measures EBITDA and Adjusted EBITDA, of which the most directly comparable financial measure

presented in accordance with U.S. generally accepted accounting principles ("GAAP") is net income. These measures are not in

accordance with, or alternatives to, GAAP, and may be calculated differently from similar non-GAAP financial measures used by other companies.

We use Adjusted EBITDA as a supplemental performance measure of our operations, for financial and operational decision-making, and as

a supplemental means of evaluating period-to-period comparisons on a consistent basis. Adjusted EBITDA is calculated as earnings before

interest expense, interest income, income taxes, depreciation, and amortization, excluding income or loss from equity method investments,

non-recurring and non-cash transactions, and stock-based compensation.

We believe

the presentation of these non-GAAP financial measures provides investors with relevant and useful information, as it allows investors

to evaluate the operating performance of the business activities without having to account for differences recognized because of non-core

or non-recurring financial information. When GAAP financial measures are viewed in conjunction with non-GAAP financial measures, investors

are provided with a more meaningful understanding of our ongoing operating performance. In addition, these non-GAAP financial measures

are among those indicators we use as a basis for evaluating operational performance, allocating resources, and planning and forecasting

future periods. Non-GAAP financial measures are not intended to be considered in isolation, or as a substitute for, GAAP financial measures.

Other companies may calculate EBITDA and Adjusted EBITDA differently, limiting the usefulness of these measures for comparative purposes.

To the extent this press release contains historical or future non-GAAP financial measures, we have provided corresponding GAAP financial

measures for comparative purposes. The reconciliation between certain GAAP and non-GAAP measures are provided above.

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