UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

(Mark One)


☒			ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, ~~2021~~2022


☐			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO

Commission File Number 001-39203

________________

1LIFE HEALTHCARE, INC.

(Exact name of Registrant as specified in its Charter)


Delaware			76-0707204
(State or other jurisdiction of incorporation or organization)			(I.R.S. Employer Identification No.)

One Embarcadero Center, Suite 1900

San Francisco, CA 94111

(Address of principal executive offices and zip code)

(415) 814-0927

(Registrant’s telephone number, including area code)

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

ONEM

The Nasdaq Global Select Market

Securities registered pursuant to Section 12(g) of the Act: None

Indicate by check mark if the Registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☒ No ☐

Indicate by check mark if the Registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act. Yes ☐ No ☒

Indicate by check mark whether the Registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the Registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the Registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act.

Large accelerated filer

☒

Accelerated filer

☐

Non-accelerated filer

☐

Smaller reporting company

☐

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. ☐

Indicate by check mark whether the Registrant has filed a report on and attestation to its management's assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☒

Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

~~The~~If ~~aggregate~~securities ~~market~~are ~~value~~registered ofpursuant ~~the~~to ~~voting~~Section ~~and~~12(b) ~~non-voting common equity held by non-affiliates~~ of the ~~Registrant~~Act, ~~based~~indicate onby ~~the~~check ~~closing~~mark ~~price~~whether of the ~~shares~~financial ofstatements ~~common stock on The Nasdaq Stock Market on June 30, 2021, was $2.7 billion. The calculation~~ of the ~~aggregate~~registrant ~~market~~included ~~value~~in ~~of voting and non-voting common equity excludes 56,146,113 shares of common stock of~~ the ~~Registrant~~filing ~~held~~reflect ~~by executive officers, directors and stockholders that~~ the ~~Registrant~~correction ~~concluded were affiliates~~ of ~~the~~an ~~Registrant~~error ~~on that date. Exclusion of such shares should not be construed~~ to ~~indicate~~previously ~~that~~issued ~~any~~financial such person possesses the power, direct or indirect, to direct or cause the direction of the management or policies of the Registrant or that such person is controlled by or under common control with the Registrantstatements. ☐

~~The~~Indicate ~~number~~by ofcheck ~~shares~~mark whether any of ~~Registrant's~~those ~~common~~error ~~stock,~~corrections ~~par~~are ~~value~~restatements ~~$0.001~~that ~~per~~required ~~share,~~a ~~outstanding~~recovery asanalysis of ~~February 14,~~incentive-based ~~2022~~compensation ~~was~~received ~~192,090,461~~by any of the registrant’s executive officers during the relevant recovery period pursuant to § 240.10D-1(b). ☐

Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

The aggregate market value of the voting and non-voting common equity held by non-affiliates of the Registrant, based on the closing price of the shares of common stock on The Nasdaq Stock Market on June 30, 2022, was $0.9 billion. The calculation of the aggregate market value of voting and non-voting common equity excludes 77,334,562 shares of common stock of the Registrant held by executive officers, directors, and stockholders that the Registrant concluded were affiliates of the Registrant on that date. Exclusion of such shares should not be construed to indicate that any such person possesses the power, direct or indirect, to direct or cause the direction of the management or policies of the Registrant or that such person is controlled by or under common control with the Registrant.

The number of shares of Registrant's common stock, par value $0.001 per share, outstanding as of February 13, 2023 was 206,538,616.

DOCUMENTS INCORPORATED BY REFERENCE

~~Portions~~ of the Registrant's definitive Proxy Statement relating to the 2022 Annual Meeting of Stockholders (the "Proxy Statement") are incorporated by reference into Part III of this Annual Report on Form 10-K where indicatedNone. ~~The Proxy Statement will be filed with the Securities and Exchange Commission within 120 days of the Registrant's fiscal year ended December 31, 2021.~~

Table of Contents

		Page
PART I
Item 1.	Business	1
Item 1A.	Risk Factors	1718
Item 1B.	Unresolved Staff Comments	5961
Item 2.	Properties	5961
Item 3.	Legal Proceedings	5961
Item 4.	Mine Safety Disclosures	5961
PART II
Item 5.	Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	6062
Item 6.	Selected Financial Data	6264
Item 7.	Management's Discussion and Analysis of Financial Condition and Results of Operations	6365
Item 7A.	Quantitative and Qualitative Disclosures About Market Risk	8486
Item 8.	Financial Statements and Supplementary Data	8486
Item 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	8486
Item 9A.	Controls and Procedures	8486
Item 9B.	Other Information	8587
Item 9C.	Disclosure Regarding Foreign Jurisdictions that Prevent Inspections	8587
PART III
Item 10.	Directors, Executive Officers and Corporate Governance	8688
Item 11.	Executive Compensation	8695
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	86121
Item 13.	Certain Relationships and Related Transactions, and Director Independence	86123
Item 14.	Principal Accounting Fees and Services	86125
PART IV
Item 15.	Exhibits, Financial Statement Schedules	87127
Item 16	Form 10-K Summary	89129

Forward-Looking Statements

This Annual Report on Form 10-K contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, which are subject to the "safe harbor" created by those sections. Forward-looking statements are based on our management's beliefs and assumptions and on information currently available to our management. In some cases, you can identify forward-looking statements by terms such as "may," "will," "should," "could," "goal," "would," "expect," "plan," "anticipate," "believe," "estimate," "project," "predict," "potential," and similar expressions intended to identify forward-looking statements. These statements involve known and unknown risks, uncertainties and other factors, which may cause our actual results, performance, time frames or achievements to be materially different from any future results, performance, time frames or achievements expressed or implied by the forward-looking statements. We discuss many of these risks, uncertainties, and other factors in this Annual Report on Form 10-K in greater detail under the heading "Risk Factors," including, among other things:

•the timing of, and our ability to close, our potential merger with Amazon.com, Inc.("Amazon", and such proposed merger, the "Amazon Merger"), as well as changes in factors that influence and the timing or likelihood of closing the potential Amazon Merger;

•the impact of the uncertainty of the potential Amazon Merger on our business or any related negative press;

•actual or anticipated fluctuations in our financial condition and operating results;

•variance in our financial performance from expectations of securities analysts or investors;

•changes in our projected operating and financial results;

•changes in the pricing we offer our members;

•our relationships with our health network partners and enterprise clients and any changes to or terminations of our contracts with the health network partners or enterprise clients;

•changes in laws or regulations applicable to our solutions and services;

•the impact of COVID-19 on our financial performance, financial condition and results of operations, and the financial performance and financial condition of our health network partners, our enterprise clients, and others;

•announcements by us or our competitors of significant business or strategic developments, acquisitions or new offerings;

•actual or anticipated developments in our business, our competitors' businesses or the competitive landscape generally;

•publicity associated with issues with our services and technology platforms;

•our involvement in litigation, including medical malpractice claims and consumer class actions;

•any governmental investigations or inquiries into our business and operations or challenges to our relationships with our affiliated professional entities under the Administrative Services Agreements ("ASAs");

•future sales of our common stock or other securities, by us or our stockholders;

•changes in senior management or key personnel;

•developments or disputes concerning our intellectual property or other proprietary rights;

•changes in accounting standards, policies, guidelines, interpretations or principles;

•the trading volume of our common stock;

•general economic, regulatory and market conditions, including labor shortages, inflationary pressures and any future actions taken in an effort to mitigate the effects of inflation, which could increase our costs of doing business and cause our stock price to be volatile;

•our estimates of our market opportunity and changes in the anticipated future size and growth rate of our market;

•our ability to retain and recruit key personnel and expand our sales force;

•the ability of our affiliated professional entities to attract and retain high quality providers;

•our ability to fund our working capital requirements;

•our compliance with, and the cost of, federal, state and foreign regulatory requirements; and

•our ability to successfully integrate and realize the anticipated benefits and synergies of our past or future strategic acquisitions, including our acquisition of Iora Health, Inc. ("Iora").

These risks are not exhaustive. Given these risks, uncertainties and other factors, you should not place undue reliance on these forward-looking statements as predictions of future events. Also, these forward-looking statements represent our current beliefs, estimates and assumptions only as of the date of this filing, and information contained in this filing should not be relied upon as representing our estimates as of any subsequent date. You should read this Annual Report on Form 10-K completely and with the understanding that our actual future results may be materially different from what we expect. Except as required by law, we assume no obligation to update these forward-looking statements publicly, or to update the reasons actual results could differ materially from those anticipated in these forward-looking statements, even if new information becomes available in the future.

In addition, statements including "we believe" and similar statements reflect our beliefs and opinions on the relevant subject. These statements are based upon information available to us as of the filing date of this Annual Report on Form 10-K, and while we believe such information forms a reasonable basis for such statements, such information may be limited or incomplete, and our statements should not be read to indicate that we have conducted an exhaustive inquiry into, or review of, all potentially available relevant information. These statements are inherently uncertain and investors are cautioned not to unduly rely upon these statements.

In this report, unless otherwise indicated or the context otherwise requires, (i) all references to "One Medical," "we," "us," "our" or the "Company" mean 1Life Healthcare, Inc., its subsidiaries, and its consolidated affiliated professional entities, (ii) all references to "1Life" refer to 1Life Healthcare, Inc. and not to its consolidated affiliated professional entities, and (iii) all references to "affiliated professional entities" refer to the professional entities affiliated with 1Life or its subsidiaries through administrative services agreements. 1Life and its affiliated professional entities conduct business under the "One Medical" brand.

Risk Factor Summary

Our business is subject to a number of risks and uncertainties which may prevent us from achieving our business and strategic objectives or may adversely impact our business, financial condition, results of operations, cash flows, and prospects. These risks include but are not limited to the following:

Risks Related to Our Proposed Transaction with Amazon

•failure to complete, or delays in completing, the proposed Amazon Merger announced on July 21, 2022, could materially and adversely affect our results of operations and our stock price; and

•uncertainty about the Amazon Merger or negative publicity related to the Amazon Merger may adversely affect relationships with our members, enterprise clients, health system partners, payers, suppliers and employees, whether or not the Amazon Merger is completed.

Risks Related to Our Business and Our Industry

•the impact of the ~~ongoing~~ COVID-19 pandemic;

•our dependence on a limited number of key existing payers;

•our reliance on reimbursements from certain third-party payers for the services we provide;

•the impact of reviews and audits by CMS in accordance with Medicare's risk adjustment payment system;

iii

•the impact of assuming some or all of the risk that the cost of providing services will exceed our compensation for such services under certain third-party payer agreements;

•the impact of reduced reimbursement rates paid by third-party payers, or federal or state healthcare programs due to rule changes or other restrictions;

•the impact of regulatory or policy changes in Medicare or other federal or state healthcare programs;

•our dependence on the success of our strategic relationships with third parties;

•the impact of a decline in the prevalence of private health insurance coverage;

•our ability to cost-effectively develop widespread brand awareness and to maintain our reputation and market acceptance for our healthcare services;

•our history of losses and uncertainty about our future profitability;

•our ability to maintain and expand member utilization of our services;

•our ability to compete effectively in the geographies in which we participate;

iii

•our ability to grow at the rates we historically have achieved;

•the impact of current or future litigation against us, including medical liability claims and class actions;

•our ability to attract and retain quality primary care providers to support our services;

•fluctuations in our quarterly results and our ability to meet the expectations of securities analysts and investors; and

•the loss of key members of our senior management team and our ability to attract and retain executive officers, employees, providers and medical support personnel.

Risks Related to Government Regulation

•the impact of healthcare reform legislation and changes in the healthcare industry and healthcare spending;

•the impact of governmental or regulatory scrutiny of or challenge to our arrangements with health networks;

•our dependence on our relationships with affiliated professional entities that we may not own, to provide healthcare services;

•our ability to comply with rules related to billing and related documentation for healthcare services; and

•our ability to comply with regulations governing the use and disclosure of personal information, including protected health information, or PHI.

Risks Related to Information Technology

•our reliance on internet infrastructure, bandwidth providers, other third parties and our own systems to provide a proprietary services platform to our members and providers;

•our reliance on third-party vendors to host and maintain our technology platform;

•any breaches of our systems or those of our vendors or unauthorized access to employee, contractor, member, client or partner data;

•our ability to maintain and enhance our proprietary technology platform; and

•our ability to optimize our technology solutions for members, integrate our systems with health network partners or resolve technical issues in a timely manner.

Risks Related to Our Intellectual Property

•our ability to obtain, maintain, protect and enforce our intellectual property rights.

Risks Related to Our Acquisition of Iora

•our ability to successfully integrate Iora's business and realize the benefits of the merger; and

•the incurrence of substantial expenses related to the integration of Iora's business.

ivv

PART I

Item 1. Business.

Overview

Our mission is to transform health care for all through our human-centered, technology-powered model. Our vision is to delight millions of members with better health and better care while reducing the total cost of care. We are a membership-based primary care platform with seamless digital health and inviting in-office care, convenient to where people work, shop, live, and click. We are disrupting health care from within the existing ecosystem by simultaneously addressing the frustrations and unmet needs of key stakeholders, which include consumers, employers, providers, and health networks. As of December 31, ~~2021~~2022, we have grown to approximately ~~736~~836,000 total members including ~~703~~796,000 Consumer and Enterprise members and 3340,000 At-Risk members, and we operated ~~182~~221 medical offices in 2527 markets across the United States.

The current state of the healthcare ecosystem leaves key stakeholders frustrated and with unmet needs.

•Consumers. According to a 2020 report, 71% of consumers are dissatisfied with their healthcare experience, in part due to limited after-hours and digital access, long wait times for appointments, extended in-office delays, short and impersonal visits, uninviting medical offices in inconvenient locations, constrained access to specialists, and a lack of care coordination across clinical settings.

•Employers. Employers find their health benefit offerings often underperforming on such fundamental objectives as attracting and engaging employees, improving employee productivity, reducing absenteeism, producing better health outcomes, increasing the safety of the workplace through screening and treating communicable diseases such as COVID-19, or managing health care costs.

•Providers. Within primary care, according to a ~~2019~~2022 Mayo Clinic report, ~~over 50~~63% of ~~family~~U.S. physicians show symptoms of burnout, driven in part by misaligned fee-for-service compensation approaches incentivizing short transactional interactions, and excessive administrative tasks associated with burdensome electronic health record ("EHR") systems, and convoluted insurance procedures.

•Health Networks. Health systems, as well as private and government payers, have been looking to develop coordinated networks of care to better attract patients, increase attributable lives, and better integrate primary care with specialty services for improved patient outcomes and lower costs. Yet even with major investments in provider groups, care management programs and technology systems, health networks have struggled to deliver on these objectives.

The U.S. commercial primary care and Medicare market together is estimated to be approximately $870 billion in 2021, including approximately $170 billion for the commercially insured population and $700 billion for the Medicare population. We estimate that the 2527 markets in which we are physically present plus the ~~four~~two markets we are planning to launch in ~~2022~~2023 represent approximately $55 billion in primary care spend within the commercially insured population, and $220 billion for the Medicare population. We expect our total addressable market to grow as we further expand into additional geographies, offer additional services, serve additional populations, and explore alternative risk-sharing reimbursement models. For example, we believe we can further expand our physical presence across the United States. The 50 largest metropolitan statistical areas in the U.S. represent an estimated market opportunity of approximately $80 billion within the commercially insured population, and $330 billion for the Medicare population. In addition, some employees of our enterprise customers can access our digital services nationally, providing us with additional growth potential and improving our ability to expand our physical footprint.

We have developed a modernized healthcare membership model based on direct consumer enrollment and third-party sponsorship across commercially insured and Medicare populations. Our membership model includes seamless access to 24/7 digital health services paired with inviting in-office care routinely covered by most health care payers. Our technology drives high monthly active usage within our membership, promoting ongoing and longitudinal patient relationships for better health outcomes, and high member retention. Our technology also helps our service-minded team in building trust and rapport with our members by facilitating proactive digital health outreach as well as responsive on-demand virtual and in-office care. Our digital health services and our well-appointed offices, which tend to be located in highly convenient locations, are staffed by a team of clinicians who are not paid on a fee-for-service basis, and therefore free of misaligned compensation incentives prevalent in health care. Additionally, we have developed clinically and digitally integrated partnerships with health networks, better coordinating more timely access to specialty care when needed by members. Together, this approach allows us to engage ~~in value-based care across all age groups, including through At-Risk arrangements with Medicare Advantage payers and the~~

in value-based care across all age groups, including through At-Risk arrangements with Medicare Advantage payers and the Center for Medicare & Medicaid Services ("CMS"), in which One Medical is responsible for managing a range of healthcare services and associated costs of our members.

•Consumers. We delight consumers with a superior experience as evidenced by our average Net Promoter Score, or NPS, of 90 across our membership base over the twelve months ended December 31, ~~2021~~2022 and our key primary care-related Healthcare Effectiveness Data and Information Set ("HEDIS") quality measures. NPS measures the willingness of consumers to recommend a company's products or services to others. We use NPS as a proxy for gauging our members' overall satisfaction with us or our providers and loyalty to us. We calculate our NPS based on survey data using the standard method of subtracting the percentage of members who respond that they are not likely to recommend us or our providers from the percentage of members that respond that they are likely to recommend our providers, with responses based on a scale of 0 to 10. The resulting NPS is an index that ranges from a low of -100 to a high of 100.

Our technology platforms advance consumer engagement and health through proactive digital health screenings, post-visit digital follow-ups, real-time access to medical records, and around-the-clock availability of our friendly and knowledgeable providers. Our technology platforms also provide insights for our care teams across our populations that aid in our care delivery.

Our members receive access to 24/7 on-demand digital and virtual health services with quick response times. Members also have access to scheduled virtual visits as well as inviting in-office care in convenient locations with same day or next day appointments from a warm and caring staff. In addition to supporting members with routine and preventative primary, chronic and acute care, we provide lab- and immunization services, COVID-19 testing and care, behavioral health, women's health, men's health, LGBTQ+ care, pediatrics, geriatrics, sports medicine, lifestyle, and well-being programs.

•Employers. We support more than 89,~~500~~000 enterprise clients across a diverse set of industries in achieving key goals of their health benefits offerings such as attracting and engaging employees, improving employee productivity and well-being, and delivering higher levels of value-based care. We are also helping them increase the safety of their workplace through screening for, treating, and immunizing against communicable diseases such as COVID-19. With real-time video and phone consults available typically within minutes, and same and next day in-office appointments, we have demonstrated a 41% reduction in emergency room visits and total employer cost savings of 8% or more based on a 2018 report. Additionally, a peer-reviewed study published in the Journal of American Medical Association (JAMA) Network Open in 2020 linked our membership-based, primary care model combining virtual, near-site, and work-site services with 45% lower total medical and prescription claims costs for one employer, including 54% lower spending on specialty care, 43% lower spending on surgery, 33% lower spending on emergency department care, and 26% lower spending on prescriptions. Since then, we have further evolved our service offering, including scheduled virtual visits or behavioral health visits, which we believe provides additional value to employers and their employees. We have also launched a 24/7 virtual only service offering which is available exclusively to employees of our employer customers in geographies where we do not yet have a physical presence. This service offering allows employers to provide One Medical to all of their employees regardless of their location, while providing us with better insights about employer demographics and potential future demand for our other offerings. Employers typically cover our membership fee for their employees, with over 7585% of employers also covering their employees’ dependents’ memberships as of December 31, ~~2021~~2022. Employers can add our services at any point during the year, as our services typically fit within their existing health benefits offerings and are typically covered under an employer’s routine health insurance benefit program, allowing for seamless and quick implementation. Within enterprise clients, we estimate that our median activation rate as of December 31, ~~2021~~2022, was over 40%, which we believe we can increase over time. We define estimated activation rate for any enterprise client at a given time as the percentage of eligible lives enrolled as members. Some of our enterprise clients offer membership benefits to the dependents of their employees, for which we assume eligible lives include one dependent per employee.

•Providers. Our culture, technology, team-based approach, and salaried provider model help address the fundamental issues driving physician burnout. Our culture allows us to attract and retain top board-certified physicians and premier team members. We are focused on continuing to increase our diversity amongst providers so that our provider base reflects the diversity of the communities and members we serve. Our proprietary technology platforms allow for meaningful reductions in desktop medicine burdens, which are the excessive administrative hassles associated with the use of EHRs. Our support team takes on many of the administrative burdens for scheduling and insurance coordination. Our in-office and virtual medical teams jointly deliver ~~longitudinal health care. Our salary-based provider compensation model incentivizes delivery of the right care at~~

longitudinal health care. Our salary-based provider compensation model incentivizes delivery of the right care at the right time, without the adverse financial incentives that fee-for-service or compensation systems can have on clinical decision-making.

•Health Networks. Health networks partner with us for consumer-driven care, direct-to-employer relationships, coordinated networks of attributable lives, and At-Risk arrangements where we are responsible for managing a range of healthcare services and associated costs for our members. Through our partnerships, we connect our primarily working-age, commercially insured membership base with health networks without the costs and risks these health networks typically face in the development of their own primary care networks. In our Medicare business, we partner with health care payers to enable members to access our service and enter into At-Risk arrangements where we are responsible for managing a range of healthcare services and associated costs of our members. We clinically and digitally integrate with our health network partners to advance more seamless member access to partner specialists and facilities when needed, while supporting reductions in duplicative testing and excessive delays often seen across uncoordinated healthcare settings. Such coordinated care can deliver better service levels and outcomes for consumers, while advancing employee productivity and value-based care to employers and our payer partners.

We believe our model is highly scalable. Our business is driven by growth in Consumer and Enterprise members, and At-Risk members (see also Part II, Item 7 to this Annual Report, "Management's Discussion and Analysis — Key Metrics and Non-GAAP Financial Measures"). We have developed a modernized membership model based on direct consumer enrollment and third-party sponsorship. Our membership model includes seamless access to 24/7 digital health paired with inviting in-office care routinely covered by most health care payers. Consumer and Enterprise members join either individually as consumers by paying an annual membership fee or are sponsored by a third party. At-Risk members are members for whom we are responsible for managing a range of healthcare services and associated costs. Digital health services are delivered via our mobile app and website, through such modalities as video and voice encounters, chat and messaging. We are physically present in 2527 markets as of December 31, ~~2021~~2022, comprised of Atlanta, Austin, ~~Boston~~Birmingham, ~~Birmingham~~Boston, Cape Cod, Charlotte, Chicago, Columbus, Dallas, Denver, Greensboro, Hanover, Houston, Huntsville, Kansas City, Los Angeles, Miami, New York, Orange County, Phoenix, Portland, Raleigh-Durham, San Diego, the San Francisco Bay Area, Seattle, Tucson, and Washington, D.C., and serve patients across all stages of life, from the working-age, commercially-insured population and associated dependents to the Medicare populations. For the twelve months ended December 31, ~~2021~~2022, we retained 9 out of every 10 of our consumer ~~members~~, ~~90%~~enterprise of(as ~~our~~measured ~~enterprise~~by contract value), and ~~more than 8 out of every 10 of our~~ At-Risk members. We grew our total membership by ~~307~~207% from December 31, ~~2016~~2017 through December 31, ~~2021~~2022.

We derive net revenue, consisting of Medicare revenue and commercial revenue, from multiple stakeholders, including (i) consumers, (ii) enterprise clients such as employers, schools, and universities, and (iii) health networks such as health systems and private and government payers.

We generate Medicare revenue from (i) Capitated Revenue from At-Risk arrangements with Medicare Advantage payers and CMS, and (ii) fee-for-service and other revenue from fee-for-service visits for Other Patients not covered under At-Risk arrangements and from certain payers for clinical start-up, administration, or on-going coordination of care activities associated with providing care to At-Risk members and other Medicare patients.

We generate commercial revenue from (i) partnership revenue from our health system partners with whom we have clinically and digitally integrated, primarily on a per member per month (“PMPM”) basis, largely fixed price or fixed price per employee contracts with enterprise clients for medical services and COVID-19 on-site testing services for enterprise clients, schools, and universities where we typically bill such customers a fixed price per service performed, (ii) net fee-for-service revenue from reimbursements received from our members' or other patients' health insurance plans or those with billing rates based on our agreements with our health network partners for healthcare services delivered to Consumer and Enterprise members on a fee-for-service basis, and (iii) membership revenue through the annual membership fees charged to either consumer members or enterprise clients, as well as fees paid for our One Medical Now service offering.

Industry Challenges and Our Opportunity

The current state of the healthcare ecosystem leaves key stakeholders frustrated and with unmet needs, delivering suboptimal results for consumers, employers, providers, and health networks. We believe that these unmet needs represent a significant opportunity for us.

Consumers

According to a 2020 report, approximately 71% of consumers are dissatisfied with their healthcare experience. Their frustrations include long lead times to schedule physician appointments and long waits once checked-in at provider offices. Appointments often occur in crowded medical offices and are typically short in duration, affording limited time to develop deeper provider-patient relationships. Opportunities to engage with providers before and after visits, as well as during nights and weekends, are often limited or non-existent, even though healthcare needs are not constrained to the operating hours of provider offices. Care delivered is also often uncoordinated with providers, leaving consumers to navigate their own way through a complex system.Consumers

According to a 2020 report, approximately 71% of consumers are dissatisfied with their healthcare experience. Similarly, a 2022 report reported that 60% of Americans have had an outright negative healthcare experience. Their frustrations include long lead times to schedule physician appointments and long waits once checked-in at provider offices. Appointments often occur in crowded medical offices and are typically short in duration, affording limited time to develop deeper provider-patient relationships. Opportunities to engage with providers before and after visits, as well as during nights and weekends, are often limited or non-existent, even though healthcare needs are not constrained to the operating hours of provider offices. Care delivered is also often uncoordinated with providers, leaving consumers to navigate their own way through a complex system.

Employers

To attract and retain staff, employers are making significant investments in health benefits; yet, as commercial insurance costs have reached record highs, employers and employees remain frustrated. Barriers to accessing timely care during the day and after business hours cause employees to miss work and lose productivity. As a result, many employees self-direct to higher cost settings such as emergency rooms. Additionally, uncoordinated care across primary care, specialty care, and behavioral health settings creates frustration and causes excessive spending. According to a ~~2018~~2022 ~~study~~report ~~from~~by ~~the~~Health ~~National~~Affairs, ~~Academy~~as of ~~Medicine~~2021, ~~approximately~~U.S. ~~30%~~health ofcare ~~all~~expenditures Uexceeded $3.S.8 ~~healthcare~~trillion, ~~spending~~with isone-third estimated to be ~~avoidable~~wasteful ~~wasted spending~~expenditures.

Providers

By predominantly compensating primary care providers on volume, the prevalent fee-for-service approach seen within the industry incentivizes short and transactional medical encounters, often with insufficient time to address underlying issues related to acute care, chronic disease, and behavioral health issues. Such fee-for-service compensation may also incentivize greater referrals to specialists for more time-intensive cases, even when such patients could otherwise be treated effectively within primary care. Management of preventive care and chronic conditions through longitudinal relationships is typically less-reimbursed, if paid for at all. In addition, providers often find themselves performing excessive administrative tasks that could be better performed by other staff or eliminated altogether. They suffer from rising administrative time spent populating data into cumbersome EHR systems, and documentation hassles associated with insurance procedures. These dynamics contribute to lower job satisfaction and provider burnout.

Health Networks

While many health networks have sought to better integrate primary care with specialty and hospital care, they may underperform on service, access, and coordination of care. This is partly due to their internal incentive systems, processes, and technologies, which are typically focused on addressing high revenue specialty care, rather than best supporting primary care. Moreover, primary care networks can be very costly to develop, and can require significant ongoing investments to operate, while often underperforming on strategic and financial objectives. According to the American Hospital Association's Futurescan survey of hospital CEOs and leaders published in 2019, 75% of hospital and health systems operate their primary care networks at a loss or are willing to do so, with 76% of health system leaders indicating they are pursuing or are likely to pursue external relationships to advance their physician networks and better serve consumers.

We have developed a human-centered, technology-powered primary care model that simultaneously addresses the aforementioned frustrations and unmet needs of key stakeholders. As we continue to deploy our model at scale, we disrupt the healthcare ecosystem from within its current structure through our:

•modernized healthcare membership model based on direct consumer enrollment and third-party sponsorship;

•seamless care delivery that integrates across multiple digital and in-person modalities;

•inviting offices with high quality service in convenient locations;

•partnerships with health networks, including alignment with payers;

•premier salaried medical group;

•advanced technology-powered systems; and

•service-oriented team implementing Lean processes.

Our Value Proposition

Our modernized human-centered and technology-powered primary care model simultaneously addresses the frustrations and unmet needs faced by key stakeholders.

Value Proposition for Consumers

•Greater engagement for better health and better care. We regularly and proactively engage our members digitally and in-person. Members can digitally access medical information, prescriptions, lab results and other health data, and can reach out to our team regarding medical issues or health questions around-the-clock. Members may receive digital health status check-ins before and after office encounters, and our technology facilitates further follow-up with our providers.

•Unique digital health experience. Our dedicated and compassionate providers and other team members deliver 24/7 digital care. Members engage through our website or mobile app in timely synchronous and asynchronous interactions, selecting their communication modality of choice, including messaging, text, voice and video. Our in-house virtual team delivers 24/7 service to address health concerns and administrative questions, coordinating with our in-office providers through a common EHR that is shared across digital and in-office settings.

•Superior in-office care experience. We are focused on providing kind and attentive in-person care in aesthetically pleasing offices with contemporary interior designs. We offer same- or next-day appointments with minimal wait upon arrival in locations convenient to where consumers work, shop and live. Members enter into first-name relationships with providers who greet them upon arrival and walk them out upon appointment completion. Our approach allows for more time to thoroughly address a broader array of issues and to develop deeper relationships than traditional primary care settings.

•Longitudinal approach to care. Our approach treats the whole person by including the physical, mental, social, emotional, and administrative needs of our members. In addition to supporting members with routine and preventative primary, chronic and acute care, we provide lab- and immunization services, COVID-19 testing and care, behavioral health, women's health, men's health, LGBTQ+ care, pediatrics, geriatrics, sports medicine, lifestyle, and well-being programs. We proactively reach out to members to assess their health status and mental wellness and follow up with reminders on key health initiatives. These initiatives support the health of our members with the goal of avoiding more costly care in the future.

•Greater care coordination. We can serve as a trusted advisor to our members and, through our administrative teams and technology, help them better navigate the healthcare ecosystem. Our health network partnerships further advance clinically and digitally integrated care across primary, specialty, and acute care settings by streamlining access to leading specialists and reducing delays and duplicative tests.

•Improved health outcomes. We help drive better health outcomes for our members, as reflected in our key primary care-related HEDIS quality metrics. To prevent avoidable conditions and advance health, we can conduct population health initiatives such as proactively screening for cancers, chronic diseases, anxiety, and depression.

•COVID-19. We offer COVID-19 testing and counseling across all of our markets, ~~including in our offices~~ and ~~in several mobile COVID-19 testing sites. We~~ also administer COVID-19 vaccines in select geographies.

Value Proposition for Employers

•Differentiated and highly valued employee benefit. We believe our model enhances the benefits offering of employers, improving their recruitment and retention of talent.

•Increased workforce productivity. We reduce time away from work as well as employee distraction related to illness, injury or other medical conditions by providing quick and convenient access to care for employees and dependents, including virtual care. With longer appointments, we address more needs in our primary care setting, reducing avoidable referrals and additional time away from work. Additionally, our ability to facilitate timely specialist appointments with our health network partners further reduces an employee's distraction while waiting for specialty care.

•Reduced costs. We reduce health care costs by increasing employee productivity and providing value-based care, substituting higher cost emergency room and specialty services with lower-cost primary care. We help avoid unnecessary testing and higher cost branded prescriptions through best practice clinical protocols embedded in our technology. For example, we have demonstrated a 41% reduction in emergency room visits and total employer cost savings of 8% or more. A peer-reviewed study published in JAMA Network Open in 2020 linked our membership-based, primary care model combining virtual, near-site, and work-site services with 45% lower total medical and prescription claims costs for one employer.

•Insights on improving employee health and value-based care. We support population health improvement and medical cost assessment by analyzing anonymized aggregated health record information and employee health engagement patterns. We work with employers to better understand the health needs of their employees as well as to review overall utilization patterns. Our aggregated anonymized EHR information allows for timelier and deeper insights to help employers improve their health benefits programs and achieve higher levels of value.

Value Proposition for Providers

•More fulfilling way to practice. Our providers develop meaningful relationships with our members over time, allowing them to help improve healthy behaviors and better coordinate member health needs. Their relationships with members are more longitudinal and less transactional. Our providers are also supported by our technology platforms which enable them to practice at the top of their license while serving patients throughout all stages of life, making their work more professionally rewarding while reducing factors driving burnout.

•Team-based approach across care modalities. Our in-office providers and our virtual team collaborate for longitudinal health care across time and settings. Our virtual care team and administrative specialists reduce our in-office providers' workloads while promoting 24/7 care. Providers can better focus on caring for patients during clinical interactions, while excessive administrative tasks can be handled by other team members.

•Purpose-built technology platforms. Our proprietary technology platforms are developed with significant provider input and are purpose-built for primary care. For example, our technology is focused on capturing and surfacing the most meaningful clinical insights in a workflow that is intuitive to providers. Our platform meaningfully reduces administrative workloads by intelligently automating, streamlining, and routing tasks across our network to the most appropriate team member, resulting in faster response times while freeing up providers to focus on caring for members.

•Salaried model with flexible work schedules. Our salaried model avoids adverse fee-for-service and capitation incentives, and does not financially reward or penalize our providers based on utilization. It supports the delivery of the right amount of care in the best setting without impacting provider take-home pay. Additionally, we have flexible work arrangements and opportunities to practice in office or virtually. We believe this results in a better quality of life and work-life balance. With a growing presence in markets across the country, we also increasingly offer providers mobility opportunities.

Value Proposition for Health Networks

•Expansion of health networks. Our partnership model allows health networks to augment their existing primary care and network strategies, without significant additional investment in capital, technology or management resources. Partnering with us can be a more effective, expeditious, economical, and less risky way of developing a coordinated network of attributable lives. Additionally, our model can better position health networks with consumers and employers by focusing on consumer-driven care and facilitating direct-to-employer relationships.

•Attractive ~~customer~~member base. Health networks look to partner with us to proactively establish relationships with our ~~members. These partnerships allow health networks to better connect with our~~ largely commercially -insured ~~membership base~~members.

•Coordinated care. We clinically and digitally integrate our modernized primary care model with our health network partners' provider networks, better coordinating care for members across a continuum of settings. We digitally integrate EHR information, avoiding duplicative testing often seen when patients are referred across care settings. Through better coordination, we provide members with more seamless access to specialty care when needed. We simultaneously reduce excessive health network administrative costs by linking our referral processes ~~and digital technologies with health network partners. This coordination of care can lead to better experiences and outcomes for members, as well as reduced costs.~~

~~•Value~~and ~~Based~~digital ~~Care.~~technologies ~~Our~~with ~~primary~~health ~~care~~network ~~model~~partners. ~~focuses~~This oncoordination ~~providing~~of ~~the right~~ care atcan ~~the~~lead ~~right~~to ~~time,~~better ~~thereby~~experiences ~~reducing the need for costly~~ and ~~potentially~~outcomes ~~unnecessary medical care which is often prevalent in the current fee-~~for~~-service~~ ~~healthcare system. As a result~~members, weas ~~enter~~well ~~into At-Risk arrangements with payers such~~ as ~~Medicare~~reduced ~~Advantage plans and CMS, where we are responsible for managing a range of healthcare services and associated~~ costs ~~of our members~~.

•Value-Based Care. Our primary care model focuses on providing the right care at the right time, thereby reducing the need for costly and potentially unnecessary medical care which is often prevalent in the current fee-for-service healthcare system. As a result, we enter into At-Risk arrangements with payers such as Medicare Advantage plans and CMS, where we are responsible for managing a range of healthcare services and associated costs of our members.

Our Competitive Strengths

We believe the following are our key competitive strengths.

Modernized Membership-Based Model

Our membership-based model supports ongoing and longitudinal relationships where we can serve as trusted advisors to our members and as partners to our enterprise clients and health networks. Our model also generates stable revenue which is recurring in nature. By having an enrolled population of members, we can proactively reach out to members to encourage adherence to treatment protocols or to check in on their care needs. The relationship inherent in a membership model is very different than the traditional model of transactional patient care visits, where a provider typically only engages with a patient if the patient comes in for a visit. We proactively engage with our members on a regular basis through our digital platform and in our welcoming offices, and believe we are better able to develop long-term connections and relationships with them.

Extraordinary Customer Experience

Our human-centered approach is focused on providing a superior experience to our members, as evidenced by the bundling of services within our membership model, the way we hire and train our team, the culture of caring we foster, our easy-to-use technology, our 24/7 digital health, our inviting in-office care, our compassionate and salaried providers, and our streamlined Lean processes, which allows us to more efficiently and effectively serve our members. Whether members call, click, or visit, they experience outstanding service, as evidenced by our average NPS of 90 across our membership base over the twelve months ended December 31, ~~2021~~2022. See "Overview" section above for a description of how we calculate NPS. Our virtual care is available around-the-clock. Our inviting medical offices are well-appointed and modern, and our providers and staff are very friendly and trained in customer service. We are committed to not keeping members waiting long, if at all, and our longer appointments provide our team with more time to address member needs. Our technology is designed to promote frictionless access, ease of use, and high engagement. We look to address the whole-person needs of our members, providing physical and mental health services, lab services, and coordinating specialty services with health network partners. Our administrative staff is available to answer benefits questions and help navigate the healthcare ecosystem on behalf of our members.

Simultaneously Addressing the Needs of Consumers, Employers, Providers and Health Networks

Our modernized model simultaneously addresses the frustrations and unmet needs of key stakeholders, transforming health care from within the current ecosystem. For consumers, we deliver an extraordinary experience and superior results, including on key primary care-related HEDIS quality measures. For employers, we help improve employee productivity through frictionless access to virtual and in-office care and reduce medical costs by avoiding unnecessary emergency room and specialty visits. For providers, we create a more engaging and manageable primary care work environment by leveraging a salaried model and our proprietary technology. With health networks, we clinically integrate to expand their connections to commercially insured enrollees, and we are in-network with most health insurance plans in all of our markets. Our ability to lower medical costs for our members also allows us to enter into value -based arrangements with select health networks such as Medicare Advantage health plans and CMS. Accordingly, we believe our model delivers differentiated value to all key stakeholders simultaneously within the current healthcare ecosystem.

Engaged, Salaried Providers Delivering Best-in-Class Care

We offer an outstanding environment to practice primary care, as reflected in our high provider retention rates and strong engagement scores. Our salaried compensation approach allows our providers to deliver patient-centered care without impacting their pay as might be the case under fee-for-service compensation approaches. Our providers also have significantly fewer EHR tasks to complete due to our proprietary technology that is purpose-built for primary care, freeing up their time to focus on delivering outstanding clinical care.

Proprietary Technology Platforms

~~Our~~Proprietary ~~ability~~Technology to simultaneously deliver significant value to key stakeholders is deeply rooted in our purpose-built, modernized technology platforms. Our proprietary technology platforms power all aspects of our company: engaging members, supporting providers and advancing business objectives. Our technology allows us to proactively engage members with personalized clinical outreach and improve health through online scheduling, virtual provider visits and ready access to health information. Our technology also supports providers by leveraging machine learning to reduce and re-route tasks that needlessly create administrative burdens while supporting team-based care. This allows providers to spend more time delivering clinical care, while facilitating higher levels of member responsiveness. Our technology also advances operational efficiencies, as our product designers and engineers collaborate closely with clinical and operational team members to observe and optimize workflows in ways that support better tracking of our members' health and outcomes. Our platform is built on a modern cloud-based technology stack, employing Agile development cycles and a DevOps approach to infrastructure. Our modular, service-oriented architecture utilizes Application Programming Interface ("API") standards for ease of implementing new functionalities and integrating with external systems.Platforms

Our ability to simultaneously deliver significant value to key stakeholders is deeply rooted in our purpose-built, modernized technology platforms. Our proprietary technology powers all aspects of our company: engaging members, supporting providers, and advancing business objectives. Our technology allows us to proactively engage members with personalized clinical outreach and improve health through online scheduling, virtual provider visits, and ready access to health information. Our technology also supports providers by leveraging machine learning to reduce and re-route tasks that needlessly create administrative burdens while supporting team-based care. This allows providers to spend more time delivering clinical care, while facilitating higher levels of member responsiveness. Our technology also advances operational efficiencies, as our product designers and engineers collaborate closely with clinical and operational team members to observe and optimize workflows in ways that support better tracking of our members' health and outcomes. Our platform is built on a modern cloud-based technology stack, employing Agile development cycles and a DevOps approach to infrastructure. Our modular, service-oriented architecture utilizes Application Programming Interface ("API") standards for ease of implementing new functionalities and integrating with external systems.

Operating Platform for High Performance at Scale

Our approach for operating and scaling our platform is based on leading process improvement and management practices. We leverage Lean methodologies for process improvement, human-centered design thinking, behavioral design, and Agile methodologies for software development to deliver high performance levels at scale. Our operational processes, software development and staffing models, including our virtual medical team, are designed to work together to create efficiencies and uniquely achieve our objectives. Moreover, we standardize our processes and practices so we can efficiently deliver consistent outcomes at scale across existing and new markets, which we believe will further drive our financial performance.

Highly Experienced Management Team

Our management team has extensive experience working with leading health systems, health plans, technology companies, service organizations, consumer brands, and enterprise-sales-driven companies. Our leadership embodies our cultural alignment around our behavioral tenants of being human-centered, team-based, unbounded in thinking, driven to excel, and intellectually curious. Our leaders help organize teams of clinicians, technologists, and staff to regularly engage together in designing processes and software to further advance our objectives. Accordingly, our ~~team~~Company is well positioned to execute on our objectives and advance an outstanding workplace environment.

Our Growth Strategies

To transform health care at scale, we can pursue growth through the following avenues.

Grow membership in existing markets

We have significant opportunities to increase ~~membership~~members in our existing ~~markets~~geographies through (i) new sales to consumers and enterprise clients, (ii) expansion of the number of enrolled members, including dependents, within our enterprise clients, (iii) expansion of the number of At-Risk members, including Medicare Advantage participants or Medicare members for which we are at risk as a result of CMS' Direct Contracting Program (now redesigned and renamed the ACO REACH Program), (iv) expansion of Medicare Advantage payers, with whom we contract, and (v) adding other potential services.

As of December 31, ~~2021~~2022, we had more than 89,~~500~~000 enterprise clients. Of our ~~703~~796,000 Consumer and Enterprise members as of December 31, ~~2021~~2022, 6164% were from our enterprise clients. Within enterprise clients, our median activation rate as of December 31, ~~2021~~2022 was over 40%. We believe the number of clients, the number of eligible lives and enrolled members will increase over time as our brand awareness grows and our customer relationships mature. We define estimated activation rate for any enterprise client at a given time as the percentage of eligible lives enrolled as members. Some of our enterprise clients offer membership benefits to the dependents of their employees, for which we assume eligible lives include one dependent per employee. Additionally, while the percentage of enterprise clients offering our services to dependents of their employees has grown from 67% in 2016 to over 7585% as of December 31, ~~2021~~2022, we believe we have continued room to further grow the number of enterprise clients offering membership benefits to dependent of their employees. Furthermore, as we continue to scale our presence, we anticipate an increasing number of larger national and regional employers will look to partner with us for our services.

As of December 31, ~~2021~~2022, we also had approximately 3340,000 At-Risk members and partnered with 810 Medicare Advantage payers across our 10 geographies where we have At-Risk members.

Expand into new markets

We are physically present in 2527 markets with plans to enter ~~four~~two new markets in ~~2022~~2023. We assess potential markets using a variety of metrics, including population demographics and density, employer presence, potential health network partners, and other factors. In addition, we ~~launched~~offer One Medical Now, a service offering that provides 24/7 access to unlimited virtual care nationwide, which is sold to new and existing enterprise clients to cover employees in geographies where we are not yet physically present. We do not count employees who have access to or use One Medical Now as members, but we believe this new virtual offering may help us enroll new members in a new geography if and when we decide to offer our in-person offering. We believe some or all of our service offerings are viable in most geographies across the United States.

As of December 31, ~~2021~~2022, our At-Risk offering was available in 10 markets, and our commercial offering was available in 1921 markets. We expect to continue to expand our At-Risk offering into markets where we currently only have a commercial offering, as well as our commercial offering into markets where we currently only have an At-Risk offering. In addition, we plan to enter new U.S. markets to continue to grow our business. Given our service offering, we can expand our Medicare Advantage offering throughout the year and are not beholden to the annual Medicare enrollment cycle.

We are one of a select group of companies that participate in the Direct Contracting Program, which is an initiative with a new payment model in which CMS contracts directly with provider-entities designated by CMS as Direct Contracting Entities. As a result, we have an opportunity to expand our Direct Contracting service offering to new geographies over time.

Grow health network partnerships

To accelerate our growth and presence, we can extend existing health network partnerships into new markets where our partners may also have a presence, or we can enter into new health network partnerships in new or existing markets. In ~~2021~~2022, we entered into ~~three~~two markets with new health network partners, and added 8additional Medicare Advantage payers ~~and the Direct Contracting Program with CMS~~ to our health network partnerships.

Expand services and populations

We currently provide services to members across all stages of life. In addition to supporting members with routine and preventative primary, chronic and acute care, we typically provide lab and immunization services, women's health, men's health, LGBTQ+ care, pediatrics, geriatrics, sports medicine, lifestyle, and ~~wellbeing~~well-being programs. In addition, we expanded our service offering in part as a response to COVID-19 and launched several new billable services, including:

•COVID-19 testing, and counseling across all of our markets~~, including in our offices and in several mobile COVID-19 testing sites~~;

•COVID-19 ~~vaccinations~~vaccines in select geographies;

•Healthy Together, our COVID-19 screening and testing program for employers, schools and universities;

•Mindset by One Medical, our behavioral health service integrated within primary care;

•One Medical Now, an expansion of our 24/7 on-demand digital health solutions to employees of enterprise clients located in geographies where we are not yet physically present; and,

•Remote Visits, where our providers perform typical primary care visits with our members remotely.

Competition

We compete in a highly fragmented primary care market with direct and indirect competitors that offer varying services to key stakeholders such as consumers, employers, providers, and health networks. Our competitive success is contingent on our ability to simultaneously address the needs of key stakeholders efficiently and with superior outcomes at scale. We expect to face increasing competition, both from current competitors, who may be well-established and enjoy greater resources or other strategic advantages to compete for some or all key stakeholders in our markets, as well as new entrants into our market.

We believe our most direct competition today is from primary care providers who are employed by or affiliated with health networks. We also face competition from direct-to-consumer solutions or employer-focused on-site primary care offerings. These competitors may be narrower in their competitive footprint and may not address all the key stakeholders we serve simultaneously. Our indirect competitors also include episodic point solutions such as telemedicine offerings as well as urgent care providers. These offerings may typically pay providers on a fee-for-service basis rather than the salaried model we employ. Given the size of the healthcare industry and the extent of unmet needs, we expect additional competition, potentially from new companies, including smaller emerging companies which could introduce new solutions and services, as well as other incumbent players in the healthcare industry or from other industries who could develop, or acquire, their own offerings and may have substantial resources and relationships to leverage. In particular, in light of the COVID-19 pandemic, existing or new competitors have developed or further invested in telemedicine and remote medicine programs and ventures, which would compete with our virtual care offerings. With the emergence of new technologies and market entrants, we expect to face

incumbent players in the healthcare industry or from other industries who could develop their own offerings and may have substantial resources and relationships to leverage. In particular, in light of the COVID-19 pandemic, existing or new competitors have developed or further invested in telemedicine and remote medicine programs and ventures, which would compete with our virtual care offerings. With the emergence of new technologies and market entrants, we expect to face increasing competition over time, which we believe will generally increase awareness of the need for modernized primary care models and other innovative solutions in the United States and globally.

The principal competitive factors in our industry include:

•patient engagement, satisfaction, and utilization;

•convenience, accessibility, and availability;

•brand awareness and reputation;

•technology capabilities including interoperability with legacy enterprise and health network infrastructures;

•ability to address the needs of employers and payers;

•ability to attract and retain quality providers;

•ability to reduce costs;

•level of participation in insurance plans;

•alignment with health networks;

•domain expertise in health care, technology, sales, and service;

•scalability of models; and

•operational execution abilities.

We believe that we compete favorably with our competitors on the basis of these factors and we believe the offerings of competitors inadequately address the needs of key stakeholders simultaneously or fail to do so at scale.

Sales and Marketing

Our ~~marketing~~sales and ~~sales~~marketing initiatives focus on member growth through three primary avenues: directly acquiring consumer and Medicare members, working with Medicare agents and brokers, and signing agreements with employers that sponsor employee memberships as part of their benefits packages. We use ~~marketing~~sales and ~~sales~~marketing strategies to reach consumers, Medicare eligibles, as well as enterprise benefits leaders. Enterprise marketing and sales strategies also include account-based marketing, business development initiatives, and client service teams focused on customer acquisition, employee enrollment, and member engagement. With a growing national model ~~that is now even larger with the recent addition of Iora~~, we aspire to be the most loved brand in health care. We anchor our brand messaging on how we delight our members with human-centered, technology-powered care.

Consumer Sales & Marketing

When we market and sell directly to individuals who are not Medicare eligible, we initially focus on increasing brand awareness, followed by performance marketing targeted toward member enrollment.

Our marketing strategy in new markets is primarily centered on increasing overall brand awareness, familiarity, consideration, and ultimately enrollment. To achieve these objectives, we showcase our model via direct mail, print, digital, out-of-home, broadcast, and social media advertising. We also develop thought leadership content such as whitepapers, eBooks, and blog posts, and use public relations to secure earned media placements. Additionally, we participate in industry conferences, and may partner with media outlets, event venues, and local businesses to increase brand awareness.

As brand awareness increases in more established markets, we shift our efforts to performance marketing focused on both customer acquisition and engagement. Our performance marketing initiatives include customized task-based in-app messages and email communications to drive engagement among members, in addition to more targeted advertisements through direct mail, Google Search, YouTube, and social media for member acquisition.

messages and email communications to drive engagement among members, in addition to more targeted advertisements through direct mail, Google Search, YouTube and social media for member acquisition.

Enterprise Sales & Marketing

Our in-house enterprise sales force is organized by geography and customer size. To support our sales force, we segment market data to help with prospect qualification and leverage publicly available and trade organization material to focus on enterprise clients who we believe value health outcomes and medical cost reduction targets. The sales analytics team further supports our value to employers with population health data and medical cost assessment. Additionally, our client services team actively manages our customer accounts through in-depth reporting on metrics such as NPS, member activation, utilization, engagement, and value.

We also work with channel partners such as health plans, payroll, and professional employer organizations to reach enterprise clients, including small and midsize businesses and early stage new businesses. Additionally, we partner with select regional and national benefits brokers and consultants to educate potential customers on our offerings.

After onboarding new enterprise accounts, we shift our focus to enrolling and engaging employees. These efforts include on-site visits to employers, enterprise email communications, and social media and other forms of performance marketing. ~~In 2021, these efforts also increasingly included COVID-19 screening and testing, and flu vaccination campaigns.~~

Medicare Sales & Marketing

Our growth strategy to the Medicare population is focused on balancing brand awareness and lead generation through paid media, organic activities, ~~and~~ community/broker outreach, and an increasing focus on new channel growth primarily with telesales vendors. We create brand awareness through TV, radio, print, and out of home advertising, which is focused on telling our story and highlighting relationship-based care. We also add a variety of digital media and direct mail to drive lead generation and patient acquisition. We build fully integrated campaigns that vary by market based on market penetration, objectives, and market response rates to different initiatives.

In addition to paid media, we focus on organic media through Search Engine Optimization ("SEO") work, online reviews, and driving word of mouth through our patient base.

We also deploy a field sales team who manages community outreach and local presence. This team works with agents and brokers to educate them on our care model. They also look for opportunities to connect with prospects directly in the communities we serve. Lastly, we have utilized third party telesales vendors to help drive new sales.

Intellectual Property

We believe that our intellectual property rights are important to our business. We rely on a combination of trademarks, service marks, copyrights, trade secrets, and patent applications to protect our proprietary technology and other intellectual property. As of December 31, ~~2021~~2022, we exclusively own ~~eleven~~15 registered trademarks in the United States, including One Medical, Iora and ~~Iora~~other marks, with additional registrations currently pending. In addition, we have registered domain names for websites that we use or may use in our business. As of December 31, ~~2021~~2022, we had no issued patents and ~~one~~two pending patent ~~application~~applications in the United States. Currently, we do not have patent protection for any of our proprietary technology, including our technology platforms, mobile app or web portal. As of December 31, ~~2021~~2022, we have registered copyright ownership of the Healthy Together Playbook, an important part of our Healthy Together return-to-work program helping employers to safely bring their workforce back together amidst the pandemic as well as patient and provider materials.

We seek to control access to and distribution of our proprietary information, including our algorithms, source and object code, designs, and business processes, through security measures and contractual restrictions. We seek to limit access to our confidential and proprietary information on a "need to know" basis and enter into confidentiality and nondisclosure agreements with our employees, consultants, customers, vendors, and others that may receive or otherwise have access to any confidential or proprietary information. We have company policies relating to intellectual property protection and we train our workforce on the same from time to time. We also obtain written invention assignment agreements from our employees, consultants, and vendors that assign to us all right, interest, and title to inventions and work product developed during their employment or service engagement with us. In the normal course of business, we provide our intellectual property to external parties through licensing or restricted use agreements. We have established a system of security measures to help protect our computer systems from security breaches and computer viruses. We have employed various technology and process-based methods, such as clustered and multi-layer firewalls, intrusion detection systems, vulnerability assessments, threat intelligence, content filtering, endpoint security (including anti-malware and detection response capabilities), email security mechanisms, and access control mechanisms. We also use encryption techniques for data at rest and in transit.

endpoint security (including anti-malware and detection response capabilities), email security mechanisms, and access control mechanisms. We also use encryption techniques for data at rest and in transit.

Government Regulation

The healthcare industry and the practice of medicine are governed by an extensive and complex framework of federal and state laws, which continue to evolve and change over time. The costs and resources necessary to comply with these laws are high. Our profitability depends in part upon our ability, and that of our affiliated professional entities and their providers, to operate in compliance with applicable laws and to maintain all applicable licenses. A review of our operations by courts or regulatory authorities could result in determinations that could adversely affect our operations, or the healthcare regulatory environment could change in a way that restricts our operations.

Practice of Medicine

Corporate Practice of Medicine and Fee-Splitting

We contract with our affiliated professional entities, who in turn employ or retain physicians and other medical providers to deliver professional clinical services to patients. We typically enter into ASAs with our affiliated professional entities pursuant to which we provide them with a wide range of administrative services and receive payment from the affiliated professional entity. These administrative services arrangements are subject to state laws, including those in certain of the states where we operate, which prohibit the practice of medicine by, and/or the splitting of professional fees with, non-professional persons or entities such as general business corporations.

Corporate practice of medicine and fee-splitting prohibitions vary widely from state to state. In addition, such prohibitions are subject to broad powers of interpretation and enforcement by state regulators. Our failure to comply could lead to adverse action against us and/or our providers by courts or state agencies, civil or criminal penalties, loss of provider licenses, or the need to restructure our business model and/or physician relationships, any of which could harm our business.

Practice of Medicine and Provider Licensing

The practice of medicine by our affiliated professional entities is subject to various federal, state, and local laws and requirements, including, among other things, laws relating to the practice of medicine (including remote care), quality and adequacy of care, non-physician personnel (including advanced practitioners and non-clinicians), supervisory requirements, behavioral health, medical equipment, and the prescribing and dispensing of pharmaceuticals and controlled substances.

Telehealth Provider Licensing, Medical Practice, Certification, and Related Laws and Guidelines

Providers who provide professional medical services to a patient via telehealth must, in most instances, hold a valid license to practice medicine in the state in which the patient is located, unless there are applicable exceptions. Federal and state laws also limit the ability of providers to prescribe pharmaceuticals and controlled substances via telehealth. We have established systems for ensuring that our affiliated providers are appropriately licensed under applicable state law and that their provision of telehealth to our members occurs in each instance in compliance with applicable rules governing telehealth. Failure to comply with these laws and regulations could lead to adverse action against our providers, which could harm our business model and/or physician relationships and have a negative impact on our business.

Other Healthcare Laws

The False Claims Act and its implementing regulations include several separate criminal penalties for making false or fraudulent claims to non-governmental payers. The healthcare fraud statute prohibits knowingly and recklessly executing a scheme or artifice to defraud any healthcare benefit program, which includes private payers. Violation of this statute is a felony and may result in fines, imprisonment, or exclusion from government healthcare programs. The false statements statute prohibits knowingly and willfully falsifying, concealing, or covering up a material fact by any trick, scheme, or device, or making any materially false, fictitious, or fraudulent statement in connection with the delivery of or payment for healthcare benefits, items, or services. Violation of this statute is a felony and may result in fines or imprisonment. This statute could be used by the government to assert criminal liability if a healthcare provider knowingly fails to refund an overpayment. The federal government engages in significant civil and criminal enforcement efforts against healthcare companies under the False Claims Act and other civil and criminal statutes. False Claims Act investigations can be initiated not only by the government, but by private parties through qui tam (or whistleblower) lawsuits. Penalties for False Claims Act violations include fines ranging from $12,537 to $25,076 per false claim or statement (as of ~~January~~May 2022, and subject to annual adjustments for inflation), plus up to three times the amount of damages sustained by the federal government. Violations of the False Claims Act violations can also result in exclusion from participation in government healthcare programs. In addition, many states have adopted analogous or similar fraud and false claims laws.

~~inflation)~~In addition, ~~plus~~the upCivil toMonetary ~~three~~Penalties ~~times~~Law ~~the~~imposes ~~amount~~civil ofadministrative ~~damages~~sanctions ~~sustained~~for, byamong ~~the~~other ~~federal~~violations, ~~government.~~(1) ~~Violations~~inappropriate billing of ~~the~~services ~~False~~to ~~Claims~~government ~~Act~~healthcare ~~violations~~programs, ~~can~~(2) ~~also~~employing ~~result~~or incontracting ~~exclusion~~with individuals or entities who are excluded from participation in government healthcare programs., Inand ~~addition~~(3) offering or providing Medicare or Medicaid beneficiaries with any remuneration, ~~many~~including ~~states~~full ~~have~~or ~~adopted~~partial ~~analogous~~waivers of co-payments and deductibles, that are likely to influence the beneficiary's selection of a particular provider, practitioner or ~~similar~~supplier ~~fraud~~(subject to an exception for non-routine, unadvertised co-payment and ~~false~~deductible ~~claims~~waivers ~~laws~~based on individualized determinations of financial need or exhaustion of reasonable collection efforts).

In addition, the Civil Monetary Penalties Law imposes civil administrative sanctions for, among other violations, (1) inappropriate billing of services to government healthcare programs, (2) employing or contracting with individuals or entities who are excluded from participation in government healthcare programs, and (3) offering or providing Medicare or Medicaid beneficiaries with any remuneration, including full or partial waivers of co-payments and deductibles, that are likely to influence the beneficiary's selection of a particular provider, practitioner, or supplier (subject to an exception for non-routine, unadvertised co-payment and deductible waivers based on individualized determinations of financial need or exhaustion of reasonable collection efforts).

State and Federal Health Information Privacy and Security Laws

We must comply with various federal and state laws related to the privacy and security of personal information, including health information. In particular, the Health Insurance Portability and Accountability Act of 1996, or HIPAA, as amended by the Health Information Technology for Economic and Clinical Health Act (the "HITECH Act"), and its implementing regulations, establishes privacy and security standards that limit the use and disclosure of protected health information, or PHI, and requires the implementation of administrative, physical, and technical safeguards to ensure the confidentiality, integrity, and availability of PHI. The affiliated professional entities are regulated as covered entities under HIPAA. HIPAA's requirements are also directly applicable to the contractors, agents, and other business associates of covered entities that create, receive, maintain, or transmit PHI in connection with their provision of services to covered entities. 1Life and its subsidiaries are business associates of the affiliated professional entities, health network partners, and other covered entities when performing certain administrative services on their behalf.

We are also subject to the HIPAA breach notification rule, which requires covered entities to notify affected individuals of breaches of unsecured PHI. In addition, covered entities must notify the Secretary of Health and Human Services, or HHS, Office of Civil Rights, or OCR, and the local media if a breach affects more than 500 individuals. Breaches affecting fewer than 500 individuals must be reported to OCR on an annual basis. The HIPAA regulations also require business associates to notify the covered entity of breaches by the business associate.

Violations of HIPAA can result in significant civil and criminal penalties and a single breach incident can result in violations of multiple standards. Many states in which we operate have their own laws protecting the privacy and security of personal information, including health information. We must comply with such laws in the states where we do business in addition to our obligations under HIPAA. In some states, such as California, state privacy laws are even more protective than HIPAA. It may sometimes be necessary to modify our operations and procedures to comply with these more stringent state laws. State data privacy and security laws are subject to change, and we could be subject to financial penalties and sanctions if we fail to comply with these laws.

In addition to federal and state laws protecting the privacy and security of personal information, we may be subject to other types of federal and state privacy laws, including laws that prohibit unfair privacy and security practices and deceptive statements about privacy and security, along with laws that impose specific requirements on certain types of activities, such as data security and texting.

Federal and State Fraud and Abuse Laws

Federal Stark Law

We are subject to the federal physician self-referral law, commonly known as the Stark Law, which prohibits physicians from referring Medicare or Medicaid patients to an entity for the provision of certain "designated health services" if the referring physician or a member of the physician's immediate family has a direct or indirect financial relationship (including an ownership interest or a compensation arrangement) with the entity, unless an exception applies. The Stark Law is a strict liability statute, which means intent to violate the law is not required. In addition, the government and some courts have taken the position that claims presented in violation of various fraud, waste, and abuse laws, including the Stark Law, can be considered a predicate legal violation to submission of a false claim under the federal False Claims Act (described below) on the grounds that a provider impliedly certifies compliance with all applicable laws and rules when submitting claims for reimbursement. Penalties for violating the Stark Law may include: denial of payment for services ordered in violation of the law, recoupments of monies paid for such services, civil penalties for each violation and three times the dollar value of each such service, and exclusion from participation in government healthcare programs. Violations of the Stark Law could have a material adverse effect on our business, financial condition, and results of operations.

Federal Anti-Kickback Statute

We are also subject to the federal Anti-Kickback Statute, which, subject to certain exceptions known as "safe harbors," prohibits the knowing and willful offer, payment, solicitation or receipt of any bribe, kickback, rebate or other remuneration, in cash or in kind, in return for, or to induce, the (1) the referral of a person covered by government healthcare programs, (2) the furnishing or arranging for the furnishing of items or services reimbursable under government healthcare programs, or (3) the purchasing, leasing, ordering, or arranging or recommending the purchasing, leasing, or ordering, of any item or service reimbursable under government healthcare programs. Federal courts have held that the Anti-Kickback Statute can be violated if just one purpose of a payment is to induce referrals. Actual knowledge of this statute or specific intent to violate it is not required, which makes it easier for the government to prove that a defendant had the state of mind required for a violation. In addition to a few statutory exceptions, the Human Services Office of Inspector General, or OIG, has promulgated safe harbor regulations that outline categories of activities that are deemed protected from prosecution under the Anti-Kickback Statute, provided all applicable criteria are met. The failure of a financial relationship to meet all of the applicable safe harbor criteria does not necessarily mean that the particular arrangement violates the Anti-Kickback Statute, but business arrangements that do not fully satisfy all elements of a safe harbor may result in increased scrutiny by OIG and other enforcement authorities. Violations of the Anti-Kickback Statute can result in exclusion from government healthcare programs as well as civil and criminal penalties, including fines of $50,000 per violation and three times the amount of the unlawful remuneration. Violations of the Anti-Kickback Statute could have a material adverse effect on our business, financial condition, and results of operations.

State Fraud, Waste and Abuse Laws

Several states in which we operate have also adopted similar fraud, waste, and abuse laws to those described above. The scope and content of these laws vary from state to state and are enforced by state courts and regulatory authorities. Some states' fraud and abuse laws, known as "all-payer laws," are not limited to government healthcare programs, but apply more broadly to items or services reimbursed by any payer, including commercial insurers. Liability under state fraud, waste, and abuse laws could result in fines, penalties, and restrictions on our ability to operate in those jurisdictions.

Our Health Network Partnerships

Our health network partnerships include health system partners and arrangements with private and government payers.

Health System Partners

We have entered into strategic partnership arrangements with each of our health system partners under which we and the health system partner create a clinically integrated care delivery model that coordinates our network of affiliated primary care practices with the health system partner's healthcare system to better deliver coordinated care for members, improve operational efficiencies, and deliver value to employers and other players.

Fee Structure

Under most of the strategic partnership arrangements, the health system partners contract with one or more of our affiliated professional entities for professional clinical services and contract with 1Life for management, operational and administrative services, including billing and collection services and designing and managing the day-to-day administration of the business aspects of the primary care practices. Under these arrangements, when our medical offices provide professional clinical services to covered members, we, as administrator, perform billing and collection services on behalf of the health system, and the health system receives the fees for the services provided, including those paid by members' insurance plans. In return for these professional clinical, management, operational and administrative services, we receive (i) fees from these health system partners primarily on a PMPM basis, which may be based on various factors such as visit rates, other primary care relationships our health system partners may have, and the rates these health system partners receive from payers, or (ii) fee-for-service payments based on our health system partners' health insurance contracts.

Term and Termination

The term of each strategic partnership arrangement is typically five or more years and automatically renews for additional two- to five-year terms unless either we or the health system partners decide not to renew. We or the health system partners generally may terminate a strategic partnership arrangement with 90 days' notice upon certain events such as uncured breach, mutual consent, or a change in law that conflicts with the applicable arrangement. The strategic partnership arrangements generally may be terminated immediately upon certain events such as bankruptcy, exclusion, and, in some cases, business combinations involving us and a specified competing health system. Certain health system partners may also terminate

~~arrangements generally may be terminated immediately~~ upon ~~certain events such as bankruptcy, exclusion and in some cases, business combinations involving us and a specified competing health system. Certain health system partners may also terminate upon~~ their determination that we no longer meet their criteria for clinical partnership or the values or mission of the health system partner.

Exclusivity and Non-Solicitation

Under the terms of strategic partnership arrangements, we typically cannot enter into a similar arrangement with direct competitors to the health system partner within the territory covered by the strategic partnership arrangement. Additionally, the terms of some of the strategic partnership arrangements include a mutual non-solicitation clause, prohibiting us and our health system partners from soliciting each other's employees during the term of the arrangement and for one year following its expiration, subject to certain customary recruiting practices.

Clinic Commitments and Development Fees

Pursuant to each strategic partnership arrangement, we typically commit to open an initial number of clinics, ranging from low single digits to mid-teen double digits depending on the area covered, within the initial term. Our health system partners pay us certain development fees for the opening of each clinic.

Arrangements with Private and Government Payers

We have entered into At-Risk arrangements with a variety of Medicare payers such as private Medicare health plans including large national and regional payers, as well as with CMS, in which we receive a PMPM fee and are responsible for managing a range of healthcare services and associated costs of our members. Our At-Risk arrangements with private payers are generally managed on a region by region basis and we typically enter into a separate contract in each region with a payer's local affiliate.

The PMPM fee that we receive is determined in part by these payers and is based on a variety of patient factors such as age and demographic benchmarks, and further adjusted to reflect the underlying complexity of a patient’s health conditions (acuity). Under certain contracts, we may also adjust the PMPM fees for a percentage share of any additional gross capitated revenues and associated medical claims expense generated by the provision of healthcare services not directly provided by us.

Private Payer Arrangements

Our At-Risk arrangements with private payers generally range from two to 11 years and will typically renew automatically for additional one- to two-year terms unless either we or the private payer decide not to renew. In general, at the end of an initial term, we or the private payer may terminate an arrangement with not less than 120 days’ notice. Also, we or the private payer generally may terminate an arrangement immediately upon certain events such as bankruptcy and exclusion or with 60 days' notice upon certain events such as uncured breach, mutual consent, or a change in law that conflicts with the applicable arrangement.

ACO REACH Program (formerly CMS' Direct Contracting ~~Arrangement~~Program) with CMS

We have entered into an agreement with ~~the~~ CMS’ ~~Direct~~to ~~Contracting~~participate in the ACO REACH Program. The ~~Direct~~ACO ~~Contracting~~REACH Program is ~~an initiative with~~ a new payment model in which CMS contracts directly with ~~provider-entities~~a limited number of organizations as ~~Direct~~Accountable ~~Contracting~~Care ~~Entities~~Organizations, or ~~DCEs~~ACOs, and is part of CMS’ strategy to ~~drive~~improve ~~broader~~quality ~~healthcare~~of ~~reform~~care and ~~accelerate~~care ~~the~~coordination ~~shift~~for ~~from~~traditional Medicare’s ~~original~~beneficiaries ~~fee-for-service~~through ~~model toward~~ value-based care models. We are one of athis limited group of companies chosen by CMS to be aan ~~DCE~~ACO and to participate in the Global Risk component of the ~~Direct Contracting~~ Program, which started on April 1, 2021 and will be tested over six years. The ~~Direct~~ACO ~~Contracting~~REACH Program allows ustraditional Medicare beneficiaries to ~~shift~~align to us in an At-Risk model ~~and~~in which we receive a capitated, per member per month payment for managing the health of the enrolled ~~patients~~member that is based on ~~what CMS would be paying for the enrolled patients if they were members of~~ a ~~Medicare Advantage health plan. The Direct Contracting Program allows us to take risk on these patients and share the economic benefits with~~ CMS. benchmark.

Our Enterprise Client Agreements

We enter into contractual arrangements with our enterprise clients pursuant to which our clients purchase memberships from us for their employees and, in certain circumstances, we provide on-site and near-site clinics and health services. The transaction price for memberships under most of these contracts is determined on a per employee per month basis, based on the number of employees eligible for membership established at the beginning of each contract period. Our contracts with enterprise clients typically have one- to three-year terms.

number of employees eligible for membership established at the beginning of each contract period. Our contracts with enterprise clients typically have one- to three-year terms.

Google Services Agreement

In August 2017, we entered into an inbound services agreement, or the ISA, with Google Inc. and certain of our affiliated professional entities. Under the ISA, we and Google enter into statements of work, or SOWs. As part of one or more of the SOW's, Google sponsors memberships for their employees and dependents in certain markets in exchange for payment of annual fees. We also provide on-site clinics and health services for certain Google office locations under one or more SOWs. Under the ISA, Google is not obligated to enter into any SOWs with us, and we are not obligated to provide any services to Google except as agreed in the SOWs. Any party may terminate the ISA or any SOW in certain circumstances, including following an uncured material breach, or suspend or terminate any SOW if applicable law prohibits performance under the SOW. For 2020, Google accounted for 10% of our net revenue. For 2021, Google accounted for less than 10% of our net revenue.

Human Capital Resources

Employee Well-Being and Culture

We recognize that to be successful in our mission to transform healthcare, we need to take care of our teams as much as we take care of the members we serve. We reinforce this through our culture and team-based approach to longitudinal care as well as our salaried provider model, which eliminates the volume-based, fee-for-service compensation model commonly seen in our industry that could drive provider burnout. We also offer flexible work arrangements and opportunities to practice in-office or virtually. We believe this results in a better quality of life and work-life balance.

To assist us with tracking the levels of engagement and satisfaction of our team members, we conduct annual team member engagement surveys to assess their views on the Company’s employee well-being, work-life blend, career advancement opportunities, inclusion and learning and development opportunities. We also provide our team members with confidential channels to voice their concerns. The feedback that we collect from these surveys and from alternative channels are used to assess employee engagement, our Company culture and our workplace environment as well as to refine and implement programs and processes for our team members. Our commitment to a team-based, collaborative environment and the values and benefits we provide to employees contributed to us being named by Forbes and Statista as one of America's Best Midsize Employers of 2022.

We believe our culture embodies five distinct qualities which we refer to as our DNA:

Human-Centered. We stay humble and empathetic, putting people at the heart of everything we build and every decision we make.

Team-Based. We communicate effectively, respect our teammates, and make the difficult tradeoffs that foster the success of the organization.

Intellectually Curious. We know we don't know everything; we're always eager to learn, and we're never afraid to question the status quo.

Unbounded-Thinking. By staying open minded, creative, and positive, we aim to push beyond constraints that have stymied those before us.

Driven to Excel. In our quest to be the best Primary Care group in the country, we focus on getting things done and pay attention to the little details that matter.

Training and Development

We believe in ensuring that all team members have access to tools to help them grow their careers and have focused our training and development on two primary areas: professional/career and leader development. We have invested in an array of internally generated and externally sourced learning resources, including a range of in-person, virtual and self-directed learning opportunities for our team members to help them develop the skills and competencies to further their career at One Medical.

Compensation and Benefits

We are committed to fair and equitable compensation practices and, as a primary care company, we take a comprehensive approach to curating benefits for our employees to enable them to thrive personally and professionally. ~~and~~We also offer benefits that support an employee's mental, physical, financial and family well-being. WeQualifying ~~offer qualifying~~ employees have access to a variety of benefits, including, medical, dental and vision coverage, childcare benefits, flexible spending accounts, financial wellness and planning, paid time-off and parental leave, life and disability insurance, 401(k) plan matching contributions and resources for health and wellness, including complimentary One Medical membership and access to One Medical Virtual Coaching and various employee assistance programs. We also offer a four-week Company-paid sabbatical to qualifying team members who reach five and 10 years of service with us to allow team members to pursue personal and professional development. In response to the COVID-19 pandemic, we have also implemented special paid-time-off policies for employees who need to quarantine due to exposure to COVID-19.

Diversity and Inclusion

We also recognize the importance of having a diverse and inclusive environment as part of our mission of transforming healthcare. We maintain a Diversity, Equity, Inclusion and Justice Committee to encourage best practices to foster diversity, equity, inclusion and social justice in the workplace. To help support career development for our Black, Indigenous and ~~Latinx~~People of Color, or BIPOC, team members, we have implemented mentorship programs and have also implemented training programs to help advance our culture of diversity, inclusion, equity, and justice. ~~Recently,~~We we have ~~also~~ established a Health Equity Domain Working Group that ~~evaluates~~provides ~~policies~~expertise ~~and~~on clinical best practices onand ~~providing~~education ~~care~~ in a manner that respects the diversity of our patients and acknowledges the ~~cultural~~social ~~factors~~determinants ~~that~~of ~~can~~health ~~affect~~that impact their health.

As of December 31, ~~2021~~2022, we had 3,~~090~~698 full-time employees and none of our employees were represented by labor unions or covered by collective bargaining agreements. We consider our relationship with our employees to be good and we have not experienced any work stoppages due to labor disagreements.

Information about our Executive Officers

The names, ages as of December 31, 2022, and certain other information for each of our executive officers is as follows:


Name	Age	Position
Amir Dan Rubin	53	Chair, Chief Executive Officer and President
Bjorn B. Thaler	46	Chief Financial Officer
Andrew S. Diamond, M.D., Ph.D.*	52	Chief Medical Officer
Lisa A. Mango	55	General Counsel and Corporate Secretary

* Employee of One Medical Group, Inc., a consolidated One Medical PC. Dr. Diamond provides services to us pursuant to contractual arrangements with our Company and One Medical Group, Inc

Amir Dan Rubin has served as our Chief Executive Officer and President and as a member or Chair of our board of directors since September 2017. From January 2016 to August 2017, he served as an Executive Vice President at UnitedHealth Group, a publicly traded healthcare company. From January 2011 to January 2016, he served as President and Chief Executive Officer of Stanford Health Care, a private healthcare system associated with Stanford University. Mr. Rubin earned a B.A. in Economics with a minor in Business from the University of California, Berkeley, an M.H.S.A. in Health Services Administration from the University of Michigan, and an M.B.A. in Business Administration from the Ross School of Business at the University of Michigan. We believe that Mr. Rubin’s business expertise and his daily insight into corporate matters as our Chief Executive Officer and President qualify him to serve on our board of directors.

Bjorn Thaler has served as our Chief Financial Officer since April 2019. From November 2018 to March 2019, he was a Senior Vice President at CVS Health Corporation, a publicly traded retail pharmacy company. From September 2011 to November 2018, he was a Managing Director, and later a Vice President, at Aetna Inc., a managed healthcare company and now a subsidiary of CVS Health Corporation. Mr. Thaler earned a Master of Law at the University of Vienna, Faculty of Law, Austria, an International M.B.A. at the Darla Moore School of Business at the University of South Carolina and an International Master of Business from the Vienna University of Economics and Business, Austria.

Andrew S. Diamond, M.D., Ph.D., has served as the Chief Medical Officer since September 2019, and as the National Medical Director since July 2016, of One Medical Group, Inc., a consolidated One Medical PC. From September 2012 to July 2016, Dr. Diamond served as a physician and in various director roles at One Medical Group, Inc., including as Regional Medical Director, West. Dr. Diamond earned a B.S. in Biological Sciences from Stanford University and an M.D. and Ph.D. from the University of Colorado Health Sciences Center.

Lisa A. Mango has served as our General Counsel since June 2018. She previously served as our Vice President and Assistant General Counsel from January 2016 to June 2018. From April 2004 to January 2016, she served as a Senior Director and Senior Corporate Counsel at Autodesk, Inc. a publicly traded software company. Ms. Mango earned a B.A. in Public Policy from Duke University and a J.D. from the University of Texas School of Law.

Corporate and Available Information

We were incorporated under the laws of the state of Delaware in July 2002 under the name 1Life Healthcare, Inc. Our principal executive offices are located at One Embarcadero Center, Suite 1900, San Francisco, California 94111. Our telephone number is (415) 814-0927.

Our annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and, if applicable, amendments to those reports filed or furnished pursuant to Section 13(a) of the Securities Exchange Act of 1934, as amended, are available free of charge on or through our website, http://www.one medical.com, as soon as reasonably practicable after we electronically file such material with, or furnish it to, the U.S. Securities and Exchange Commission, or (the "SEC"). The SEC's website, http://www.sec.gov, contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC.

Investors and others should note that we announce material financial and other information using our investor relations website, press releases, SEC filings and public conference calls and webcasts. We also post supplemental materials on the "Events" section of our investor relations website at investor.onemedical.com. Except as specifically noted herein, information contained on or accessible through our website is not incorporated into, and does not form a part of, this Annual Report on Form 10-K or any other report or document we file with the SEC, and any references to our websites are intended to be inactive textual references only.

We also use our Facebook, Twitter and LinkedIn accounts as a means of disclosing material non-public information and for complying with our disclosure obligations under Regulation FD. The information we post through these social media channels may be deemed material. Accordingly, investors should monitor these accounts, in addition to following our press releases, SEC filings and public conference calls and webcasts. This list may be updated from time to time. The information we post through these channels is not a part of this Annual Report on Form 10-K. These channels may be updated from time to time on our investor relations website.

Item 1A. Risk Factors.

Investing in our common stock involves a high degree of risk. You should consider and read carefully all of the risks and uncertainties described below, as well as other information included in this Annual Report, including our consolidated financial statements and related notes included elsewhere in this Annual Report, before making an investment decision. If any of the following risks actually occur, it could harm our business, prospects, operating results and financial condition. Unless otherwise indicated, references to our business being harmed in these risk factors will include harm to our business, reputation, financial condition, results of operations, net revenue and future prospects. In such event, the trading price of our common stock could decline and you might lose all or part of your investment.

17Risks Related to Our Proposed Transaction with Amazon

~~otherwise~~Failure ~~indicated, references~~ to ~~our~~complete, ~~business~~or ~~being~~delays ~~harmed~~ in ~~these risk factors will include harm to our business~~completing, ~~reputation,~~the ~~financial~~proposed ~~condition,~~transaction ~~results~~with ofAmazon ~~operations,~~announced ~~net~~on ~~revenue~~July ~~and future prospects. In such event~~21, ~~the~~2022 ~~trading price of our common stock~~ could ~~decline~~materially and ~~you~~adversely ~~might~~affect ~~lose~~our ~~all or part of your investment. Our~~ results of operations ~~for~~and ~~the year ended December 31, 2021 include the results of operations of Iora for the period from the close of~~ our ~~acquisition~~stock ~~on September 1, 2021 through December 31, 2021~~price.

On July 20, 2022, we entered into a definitive merger agreement (the "Merger Agreement") with Amazon pursuant to which, subject to the terms and conditions of the Merger Agreement, if all of the conditions to closing are satisfied or waived, we will merge with a subsidiary of Amazon and become a wholly-owned indirect subsidiary of Amazon. Consummation of the Amazon Merger is subject to certain closing conditions and a number of the conditions are not within our control, and may prevent, delay, or otherwise materially and adversely affect the completion of the transaction. We cannot predict with certainty whether and when any of the required closing conditions will be satisfied or if another uncertainty may arise and cannot assure you that we will be able to successfully consummate the proposed Amazon Merger as currently contemplated under the Merger Agreement or at all. Risks related to the failure of the proposed Amazon Merger to be consummated include, but are not limited to, the following:

•the Amazon Merger may be subject to certain legal restraints under U.S. antitrust law;

•we would not realize any or all of the potential benefits of the Amazon Merger, including any synergies that could result from combining our financial and proprietary resources with those of Amazon, which could have a negative effect on the price of our common stock;

•under some circumstances, we may be required to pay a termination fee to Amazon of $136.0 million;

•we will remain liable for significant transaction costs, including legal, accounting, financial advisory, and other costs relating to the Amazon Merger regardless of whether the Amazon Merger is consummated;

•we may experience negative reactions from financial markets or the trading price of our common stock may decline to the extent that the current market price for our stock reflects a market assumption that the Amazon Merger will be completed;

•the attention of our management may have been diverted to the Amazon Merger;

•we could be subject to litigation related to any failure to complete the Amazon Merger;

•the potential loss of key personnel during the pendency of the Amazon Merger as employees and providers may experience uncertainty about their future roles with us following completion of the Amazon Merger;

•the potential loss of, and negative reactions from members, enterprise clients, health system partners, payers, suppliers, and other partners; and

•under the Merger Agreement, we are subject to certain restrictions on the conduct of our business prior to completing the Amazon Merger, which restrictions could adversely affect our ability to conduct our business as we otherwise would have done if we were not subject to these restrictions.

The occurrence of any of these events individually or in combination could materially and adversely affect our business, results of operations, financial condition, and our stock price. If the Amazon Merger is not consummated and one or more of these events occur, such as payment of termination fees to Amazon or other significant transaction costs in connection with the proposed Amazon Merger, our cash balances and our ability to service payments under our convertible senior notes issued in May 2020 (the "2025 Notes") and other outstanding indebtedness at that time, including any borrowed amounts under our loan agreement with Amazon, could be materially and adversely impacted and our options for sources of financing or refinancing could be more limited than if we had not pursued the proposed Amazon Merger. See "Risks Related to Our Outstanding Notes." If the Amazon Merger is not completed, there can be no assurance that these risks will not materialize and will not materially and adversely affect our stock price, business, financial conditions, results of operations or cash flows.

Uncertainty about the Amazon Merger or negative publicity related to the Amazon Merger may adversely affect relationships with our members, enterprise clients, health system partners, payers, suppliers and employees, whether or not the Amazon Merger is completed.

In response to the announcement of the Amazon Merger, our existing or prospective members, enterprise clients, health system partners, payers, vendors, suppliers, landlords, and other business partners may:

•delay, defer, or cease their agreements or arrangements with, or providing products or services to, us or the combined company;

•delay or defer other decisions concerning us or the combined company; or

•seek alternative relationships with third parties or otherwise seek to change the terms on which they do business with us or the combined company.

Any such delays or changes to terms could materially harm our business or, if the Amazon Merger is completed, the business of the combined company.

In addition, as a result of the Amazon Merger, our current and prospective employees could experience uncertainty about their future with us or the combined company. As a result, we may not be able to attract and retain key employees to the same extent that we have been in the past and key employees may depart because of issues relating to such uncertainty or a desire not to remain with Amazon following the completion of the Amazon Merger.

The pendency of the Amazon Merger has resulted in and may continue to result in negative publicity and other adverse public statements about us and the proposed combination. Such negative publicity or adverse public statements, may also result in investigations by regulatory authorities, legislators, and law enforcement officials or in legal claims. Addressing any adverse publicity, governmental scrutiny, investigation or enforcement or other legal proceedings is time consuming and expensive and can divert the time and attention of our senior management from the day-to-day operation of our business and execution of our other strategic initiatives. Further, regardless of the factual basis for the assertions being made or the ultimate outcome of any investigation or proceeding, any negative publicity can have an adverse impact on our reputation and on the morale and

performance of our employees and on our relationships with regulatory authorities. It may also have an adverse impact on our ability to take timely advantage of various business and market opportunities. The direct and indirect effects of negative publicity, and the demands of responding to and addressing it, may have a material adverse effect on our business, financial condition, and results of operations.

Losses of members, enterprise partners, health system partners, payers or other important strategic relationships from any of the events described above could have a material adverse effect on our business, results of operations, and financial condition. Such adverse effects could also be exacerbated by a delay in the completion of the Amazon Merger for any reason, including delays associated with obtaining requisite regulatory approvals.

The Merger Agreement contains provisions that could discourage or deter a potential competing acquirer that might be willing to pay more to effect a business combination with us.

Unless and until the Merger Agreement is terminated in accordance with its terms, subject to certain specified exceptions, we are not permitted to solicit, initiate, induce or knowingly encourage or knowingly facilitate any inquiries or the making of any proposal or offer that constitutes, or would reasonably be expected to lead to, an alternative transaction proposal or to engage in discussions or negotiations with third parties regarding any alternative transaction proposal. Such restrictions could discourage or deter a third party that may be willing to pay more than Amazon for the outstanding capital stock of One Medical from considering or proposing such an acquisition of One Medical.

Lawsuits have been filed against us and the members of our board of directors arising out of the proposed Amazon Merger.

Putative stockholder complaints, including stockholder class action complaints, and other complaints have been and may in the future be filed against us, our board of directors, Amazon, Amazon's board of directors, and others in connection with the transactions contemplated by the Merger Agreement. The outcome of litigation is uncertain, and we may not be successful in defending against any such future claims. Lawsuits that may be filed against us, our board of directors, Amazon, or Amazon's board of directors could divert the attention of our management and employees from our day-to-day business, and otherwise adversely affect our business, results of operations, and financial condition.

The ability to complete the Amazon Merger is subject to the receipt of consents and approvals from government entities, which may impose conditions that could have an adverse effect on us or the combined company or could cause the Amazon Merger not to be completed within the expected timeframe, if at all.

There can be no assurance that the Amazon Merger will be completed in the expected timeframe, or at all. Completion of the Amazon Merger is conditioned upon, among other things, the expiration or termination of the required waiting period (and any extension thereof) applicable to the Amazon Merger under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, and the rules and regulations promulgated thereunder (the "HSR Act"), and any voluntary agreement with the United States Federal Trade Commission (the "FTC"), or the Department of Justice Antitrust Division (the "DOJ"), not to consummate the Amazon Merger or other transactions contemplated by the Merger Agreement. In deciding whether to grant antitrust approvals, the FTC or DOJ, and other regulatory agencies will consider the effect of the Amazon Merger on competition or potential competition. The FTC, DOJ, or other regulatory agencies may condition their approval of the Amazon Merger on Amazon’s or our agreement to various requirements, limitations, or costs, or require divestitures or place restrictions on the conduct of Amazon’s business following the Amazon Merger. If we and Amazon agree to these requirements, limitations, costs, divestitures, or restrictions, the ability to realize the anticipated benefits of the Amazon Merger may be impaired. We cannot provide any assurance that we or Amazon will obtain the necessary approvals or that any of the requirements, limitations, costs, divestitures, or restrictions to which we might agree will not have a material adverse effect on Amazon following the Amazon Merger. In addition, these requirements, limitations, costs, divestitures, or restrictions may result in the delay of or failure to close the Amazon Merger.

At any time before or after consummation of the Amazon Merger, notwithstanding the termination or expiration of the waiting period under the HSR Act, the FTC, DOJ or any state or foreign jurisdiction could take such action under the antitrust laws as it deems necessary or desirable in the public interest, including seeking to enjoin the completion of the Amazon Merger, seeking divestiture of substantial assets of one or both of the parties, requiring the parties to license or hold separate assets or terminate existing relationships and contractual rights, or requiring the parties to agree to other remedies. Private parties may also seek to take legal action under the antitrust laws under certain circumstances, including by seeking to intervene in the regulatory process or litigate to enjoin or overturn regulatory approvals, any of which actions could significantly impede or even preclude obtaining required regulatory approvals. We cannot be certain that a challenge to the Amazon Merger will not be made or that, if a challenge is made, we will prevail.

Risks Related to Our Business and Our Industry

~~The ongoing coronavirus (COVID-19) pandemic has significantly impacted, and may continue to significantly impact our business, financial condition, results of operations and growth.~~20

The ~~global~~coronavirus (COVID-19) pandemic ~~and~~has ~~measures introduced by local, state and federal governments to contain the virus and mitigate its public health effects have~~ significantly impacted, and may continue to significantly impact our business, ~~our~~financial ~~industry and the global economy. While the full extent of the impacts of the COVID-19 pandemic may be difficult to predict or determine due to numerous evolving factors~~condition, ~~including~~results ~~emerging variant strains~~ of the virus and their degree of vaccine resistance as well as reinstatements or potential reinstatements of measures to curb the spread of COVID-19, we have seen and may continue to see adverse impacts on our operations, ~~net revenues, expenses, collectability of accounts receivables~~ and ~~other money owed, capital expenditures, liquidity, and overall financial condition, including from:~~growth.

~~•reduced~~The ~~total~~global ~~billable~~COVID-19 ~~visit~~pandemic ~~volumes~~and measures introduced by local, ~~temporary~~state ~~closures~~and offederal ~~certain~~governments ~~offices,~~to ~~delays~~contain inthe ~~openings~~virus ofand ~~new~~mitigate ~~medical~~its ~~offices~~public health effects have significantly impacted and may continue to significantly impact our business, our industry and ~~delayed~~the ~~entry~~global ~~into~~economy. ~~new~~While orthe ~~expansion~~full ~~into~~extent ~~existing~~of ~~geographies~~the ~~(in~~impacts ~~response~~of tothe ~~self~~COVID-~~isolation~~19 ~~practices~~pandemic may be difficult to predict or determine due to numerous evolving factors, ~~sustained~~we ~~remote~~have ~~work~~seen ~~policies~~and may continue to see adverse impacts on our operations, ~~quarantines~~net revenues, ~~shelter-in-place~~expenses, ~~requirements~~collectability of accounts receivables and ~~similar~~other ~~government~~money ~~orders);~~owed, capital expenditures, liquidity, and overall financial condition, including from:

•~~higher~~reduced ~~proportions~~total ofbillable ~~lower-revenue~~visit ~~generating~~volumes, ~~services~~temporary ~~and~~closures ~~products,~~of ~~including~~certain ~~billable~~offices, ~~remote~~delays ~~visits,~~in ~~COVID-19~~openings ~~testing~~of ~~and~~new ~~COVID-19~~medical ~~vaccinations~~offices, ~~which~~and ~~may~~delayed ~~not~~entry beinto ~~reimbursable~~new or ~~have~~expansion ~~lower~~into ~~average~~existing ~~reimbursements~~geographies ~~relative~~(in response to ~~traditional~~self-isolation practices, sustained remote work policies, quarantines, shelter-in-~~office~~place ~~visits;~~requirements, and similar government orders);

•~~deferral~~higher proportions of ~~healthcare~~lower-revenue bygenerating ~~members~~services and ~~patients~~products, ~~which~~including ~~may~~billable ~~result~~remote ~~in difficulties completing comprehensive annual documentation of Medicare patient health conditions~~visits, ~~future~~COVID-19 ~~cost increases~~testing, ~~deferred costs~~ and ~~inability~~COVID-19 tovaccinations, ~~accurately~~which ~~estimate~~may ~~costs~~not ~~for~~be ~~incurred~~reimbursable ~~but~~or ~~not~~have ~~yet~~lower ~~reported~~average ~~medical~~reimbursements ~~services~~relative ~~claims~~to ~~for~~traditional ~~our At~~in-~~Risk~~office ~~members, and may negatively impact the health of our patients~~visits;

•~~increase~~deferral inof ~~internal~~healthcare by members and ~~third-party~~patients, ~~medical~~which ~~costs~~may ~~for~~result ~~care~~in ~~provided~~difficulties tocompleting ~~At-Risk~~comprehensive ~~members~~annual ~~suffering~~documentation ~~from~~of ~~COVID-19~~Medicare patient health conditions, ~~which~~future ~~may~~cost beincreases, ~~particularly~~deferred ~~significant~~costs, ~~given~~and ~~many~~inability ofto ~~our~~accurately ~~members~~estimate ~~are~~costs ~~under~~for incurred but not yet reported medical services claims for our At-Risk ~~arrangements~~members, inand ~~which~~may wenegatively ~~receive~~impact ~~capitated~~the ~~payments~~health of our patients;

•increase in internal and third-party medical costs for care provided to At-Risk members suffering from COVID-19, which may be particularly significant given many of our members are under At-Risk arrangements in which we receive capitated payments and may be more pronounced as a result of potential future outbreaks or variants of COVID-19;

•negative impacts to the business, results of operations and financial condition of our health network partners and their ability or willingness to continue to pay us a fixed price PMPM if they receive reduced visit revenue due to decreases in billable utilization;

•inquiries, regulatory or governmental investigations or other disputes that result from our provision of COVID-19 vaccinations, arrangements entered into in reliance on related orders, laws, and regulations, or the failure of various waivers for limitations of liability or other provisions under such orders, laws, and regulations that apply to us;

•supply, resource and capital constraints related to the treatment of COVID-19 patients and disruptions or delays in the delivery of materials and products in the supply chain for our offices and increased capital expenditures due to the need to buy incremental materials or services;

•staffing shortages and increased risk for workers’ compensation claims; or

•increased costs, diversion of resources from managing our business and growth and reputational harm due to (i) implementation of new services and products in reliance on continuously evolving regulatory standards, (ii) alterations to our operations to address the changing needs of our members during the pandemic, or (iii) member or enterprise client dissatisfaction due to inaccurate results from testing or other services, overburdening of our medical offices and virtual care teams with inquiries and requests, which may result in longer phone wait times or service delays.

Any continuation of the above factors and outcomes could harm our business, financial condition, results of operations, and growth.

18We cannot assure you that our current billable volumes and membership levels will be sustained or that average reimbursement for billable services will return to pre-COVID-19 levels. As more of the U.S. population receives the COVID-19 vaccination, our COVID-19 testing volumes have also declined, which may negatively impact our membership and revenue. Further, new shelter-in-place, quarantine, executive order or related measures or practices may be reinstated by governments and authorities, including due to future waves of outbreak or emerging variant strains of COVID-19. Such measures and practices, if reinstated, could reduce our total billable volumes, negatively impact our health network partners and harm our results of operations, business, and financial condition.

We ~~cannot~~have ~~assure~~adjusted ~~you~~many ~~that~~of our ~~current~~new ~~billable~~programs ~~volumes~~to ~~and~~rapidly ~~membership~~respond ~~levels will be sustained or that average reimbursement for billable services will return~~ to ~~pre-COVID-19 levels. As more of~~ the ~~U.S. population receives the~~ COVID-19 ~~vaccination~~pandemic, ~~our~~including ~~COVID-19~~telehealth ~~testing volumes may also decline~~visits, ~~which~~testing ~~may negatively impact our membership~~ and ~~revenue.~~vaccine ~~Further,~~administration ~~while vaccines have become available in certain countries and many economies have reopened~~arrangements, ~~new shelter-~~in~~-place,~~ ~~quarantine,~~reliance ~~executive~~on ~~order~~continuously orevolving ~~related~~regulatory ~~measures~~standards ~~or practices may be reinstated by governments and authorities, including due to future waves of outbreak or emerging variant strains of COVID-19,~~ such as ~~the~~emergency Delta and Omicron variant. Such measures and practices, if reinstated, could reduce our total billable volumes, negatively impact our health network partners and harm our results of operations, business and financial condition.

We have continued to adjust many of our new programs to rapidly respond to the COVID-19 pandemic, including telehealth visits, testing and vaccine administration arrangements, in reliance on continuously evolving regulatory standards such as emergency orders, laws and regulations from federal, state and local authorities and the relaxation of certain licensure requirements and privacy restrictions for telehealth intended to permit health care providers to provide care and distribute COVID-19 vaccines to patients during the COVID-19 pandemic. To continue providing some of these new services and products, we will be required to comply with federal, state and local rules, mandates and guidelines, which are subject to rapid change and may vary across jurisdictions. We cannot assure you that such orders, laws, regulations, mandates or guidelines will continue to apply or that regulators or other governmental entities will agree with our interpretations of these orders, laws, regulations, mandates and guidelines. Failure to remain in compliance, or even the perception of non-compliance, may curtail or result in restrictions on our ability to provide any such services, result in time-consuming and potentially costly inquiries, disputes, or investigations (such as the vaccine inquiries discussed in Note 17, “Commitments and Contingencies” to our consolidated financial statements included elsewhere in this Annual Report on Form 10-K, or the Vaccine Inquiries, or inquiries from state and local public health departments), as well as damage to our reputation, any of which could harm our business, financial condition and results of operations. We are cooperating with the requests from the Vaccine Inquiries as well as requests received from other governmental agencies, including with respect to our compensation practices and membership generation during the relevant periods. We are unable to predict the outcome or timeline of any residual inquiries or if any additional requests, inquiries, investigations or other government actions may arise relating to such circumstances. The Vaccine Inquiries, together with any additional inquiries, regulatory or governmental investigations or other disputes that result from our provision of COVID-19 vaccinations or any other arrangements entered into in reliance on these orders, laws and regulations, or the failure or reversal of various waivers for limitations of liability or other provisions under such orders, laws and regulations to apply to us could require us to divert resources or adjust certain new programs to ensure compliance and harm our reputation, business, financial condition and results of operations. 21

~~The~~orders, laws and regulations from federal, state, and local authorities, and the relaxation of certain licensure requirements and privacy restrictions for telehealth intended to permit health care providers to provide care and distribute COVID-19 vaccines to patients during the COVID-19 pandemic. ~~has~~To ~~also~~continue ~~resulted~~providing insome of these new services and products, we will be required to comply with federal, state, and local rules, mandates, and guidelines, which are subject to rapid change and may vary across jurisdictions. We cannot assure you that such orders, laws, regulations, mandates, or guidelines will continue to ~~result~~apply or that regulators or other governmental entities will agree with our interpretations of these orders, laws, regulations, mandates, and guidelines. Failure to remain in compliance, ~~significant~~or ~~disruption~~even ofthe ~~global~~perception ~~financial~~of ~~markets~~non-compliance, ~~potentially~~may ~~reducing~~curtail or result in restrictions on our ability to ~~access~~provide ~~capital~~any such services, result in time-consuming and ~~reducing~~potentially costly inquiries, disputes, or investigations (such as the ~~liquidity~~vaccine inquiries discussed in Note 17, “Commitments and ~~value~~Contingencies” ofto our ~~short~~consolidated financial statements included elsewhere in this Annual Report on Form 10-~~term~~K ~~marketable~~(the ~~securities~~"Vaccine Inquiries"), or inquiries from state and local public health departments), as well as damage to our reputation, any of which could inharm ~~the~~our ~~future~~business, ~~negatively~~financial ~~affect~~condition, ~~our~~and ~~liquidity~~results of operations. InWe ~~addition~~have cooperated with the requests from the Vaccine Inquiries as well as requests received from other governmental agencies, ~~due~~including with respect to our ~~At-Risk~~compensation ~~arrangements~~practices ~~for~~and membership generation during the ~~care~~relevant ofperiods. ~~Medicare~~We ~~Advantage~~are ~~participants,~~unable to predict the ~~full~~outcome ~~impact~~or timeline of ~~the~~any ~~COVID-19~~residual ~~pandemic~~inquiries ~~may~~or ~~not~~if beany ~~fully~~additional ~~reflected~~requests, ininquiries, ~~our~~investigations ~~results~~or ofother ~~operations~~government ~~and~~actions ~~overall~~may ~~financial~~arise ~~condition~~relating ~~until~~to ~~future~~such ~~periods~~circumstances. The Vaccine Inquiries, together with any additional inquiries, regulatory or governmental investigations or other disputes that result from our provision of COVID-19 ~~pandemic~~vaccinations ~~may~~or ~~continue~~any toother ~~impact~~arrangements ~~our~~entered ~~operations,~~into ~~and~~in ~~net~~reliance ~~revenues~~on these orders, ~~expenses~~laws and regulations, ~~collectability~~or the failure or reversal of ~~accounts~~various ~~receivables~~waivers ~~and~~for limitations of liability or other ~~money~~provisions ~~owed,~~under ~~capital~~such ~~expenditures~~orders, ~~liquidity,~~laws and ~~overall~~regulations to apply to us could require us to divert resources or adjust certain new programs to ensure compliance and harm our reputation, business, financial condition, and results of operations.

The pandemic has also resulted in, and may continue to result in, significant disruption of global financial markets, potentially reducing our ability to access capital and reducing the liquidity and value of our marketable securities, which could in the future negatively affect our liquidity. In addition, due to our At-Risk arrangements for the care of Medicare Advantage participants, the full impact of the COVID-19 pandemic may not be fully reflected in our results of operations and overall financial condition until future periods. The COVID-19 pandemic may continue to impact our operations, and net revenues, expenses, collectability of accounts receivables and other money owed, capital expenditures, liquidity, and overall financial condition.

We are dependent upon a limited number of key existing payers and loss of contracts with those payers, disruptions in those relationships or the inability of such payers to maintain their contracts with CMS, could adversely affect our business, financial condition, results of operations and prospects.

We are dependent on a concentrated number of third-party payers with whom we contract to provide services to At-Risk ~~Members~~members. Contracts with one such payer across multiple markets accounted for 1327% of net revenue for the ~~four~~twelve months ended December 31, ~~2021~~2022. We believe that a majority of our net revenue will continue to be derived from a limited number of key payers, who may terminate their contracts with us for convenience on short-term notice, or upon the occurrence of certain events, some of which may not be within our control. The loss of any of our payer partners or the renegotiation of any of our payer contracts could adversely affect our operating results. In the ordinary course of business, we engage in active discussions and renegotiations with payers inwith respect ofto the services we provide and the terms of our payers' agreements. As the payers’ businesses respond to market dynamics, regulatory developments and financial pressures, and as payers make strategic business decisions inwith respect ofto the lines of business they pursue and programs in which they participate, certain of our payers may seek to renegotiate or terminate their agreements with us. These discussions could result in reductions to the fees and changes to the scope of services contemplated by our original payer contracts and consequently could negatively impact our net revenue, business, financial condition, results of operations, and prospects.

Because we rely on a limited number of these payers for a substantial portion of our revenue, we depend on the creditworthiness of these payers. Our payers are subject to a number of risks, including reductions in payment rates from governmental programs, higher than expected health care costs and lack of predictability of financial results when entering new lines of business, particularly with high-risk populations. If the financial condition of our payer partners declines, our credit risk could increase. Should one or more of our significant payer partners declare bankruptcy, be declared insolvent or otherwise be restricted by state or federal laws or regulation from continuing in some or all of their operations, this could adversely affect our ongoing revenues, the collectability of our accounts receivable, our bad debt reserves and our net income. If a payer with which we contract loses its Medicare contracts with CMS, receives reduced or insufficient government reimbursement under the Medicare program, decides to discontinue its Medicare Advantage and/or commercial plans, decides to contract with another company to provide capitated care services to its patients, vertically integrates and/or acquires provider organizations and decides to directly provide care, or otherwise makes or announces an adjustment to its business or strategies, our contract with that payer could be at risk and we could lose revenue or members, and our stock price could decline.

1922

could increase. Should one or more of our significant payer partners declare bankruptcy, be declared insolvent or otherwise be restricted by state or federal laws or regulation from continuing in some or all of their operations, this could adversely affect our ongoing revenues, the collectability of our accounts receivable, our bad debt reserves and our net income. If a payer with which we contract loses its Medicare contracts with CMS, receives reduced or insufficient government reimbursement under the Medicare program, decides to discontinue its Medicare Advantage and/or commercial plans, decides to contract with another company to provide capitated care services to its patients, or decides to directly provide care, our contract with that payer could be at risk and we could lose revenue.

We are reliant upon reimbursements from certain third-party payers for the services we provide in our business and reliance on these third-party payers could lead to delays and uncertainties in the reimbursement process.

We are reliant upon contracts with certain third-party payers ~~in order~~ to receive reimbursement for some of the services we provide to patients, including value-based contracts from health insurance plans. The reimbursement process is complex and can involve lengthy delays. Although we recognize certain revenue when we provide services to our patients, we may from time to time experience delays in receiving the associated capitation payments or, for our patients on fee-for-service arrangements, the reimbursement for the service provided. In addition, third-party payers may disallow, in whole or in part, requests for reimbursement based on determinations that the member is not eligible for coverage, certain amounts are not reimbursable under plan coverage or were for services provided that were not medically necessary or additional supporting documentation is necessary. Retroactive adjustments may change amounts realized from third-party payers. We are also subject to claims reviews and/or audits by such third-party payers, including governmental audits of our Medicare claims, and may be required to repay these payers if a finding is made that we were incorrectly reimbursed. See “—Noncompliance with billing and documentation requirements could result in non-payment or subject us to audits, billing or other compliance investigations by government authorities, private payers or health network partners.” Third-party payers are also increasingly focused on controlling health care costs, and such efforts, including any revisions to reimbursement policies, may further complicate and delay our reimbursement claims. Furthermore, our business may be adversely affected by legislative initiatives aimed at or having the effect of reducing health care costs associated with Medicare and other changes in reimbursement policies. Delays and uncertainties in the reimbursement process may adversely affect our collection of accounts receivable, increase the overall costs of collection and cause us to incur additional borrowing costs to support our liquidity needs, which could harm our business, financial condition, and results of operations.

A significant portion of our net revenue is based on Medicare’s risk adjustment payment system and is subject to review and audit, which could result in material adjustments to our results of operations.

CMS has implemented a risk adjustment payment system for Medicare health plans to improve the accuracy of payments and establish appropriate compensation for Medicare plans that enroll and treat less healthy Medicare beneficiaries. CMS’ risk adjustment model bases a portion of the total CMS reimbursement payments on various clinical and demographic factors, including hospital inpatient diagnoses, diagnosis data from hospital outpatient facilities and physician visits, gender, age, and Medicaid eligibility. CMS requires that all managed care companies and, indirectly, subcontracted providers like us, capture, collect and report the necessary diagnosis code information to CMS, which information is subject to review and audit for accuracy by CMS. This risk adjustment payment system has an indirect impact on the payments we receive from our contracted Medicare Advantage payers. Although we, and the payers with which we contract, have auditing and monitoring processes in place to collect and provide accurate risk adjustment data to CMS for these purposes, that program may not be sufficient to ensure accuracy.

If the risk adjustment data submitted by us or our payers incorrectly overstates the health risk of our patients, we might be required to return to the payer or CMS, overpayments and/or be subject to penalties or sanctions, or if the data incorrectly understates the health risk of our members, we might be underpaid for the care that itwe must provide to ~~its~~our patients, any of which could harm our reputation and have a negative impact on our results of operations and financial condition. CMS may also change the way that they measure risk and determine payment, and the impact of any such changes could harm our business.

As a result of the COVID-19 pandemic, risk adjustment scores may also fall as a result of reduced data collection, decreased patient visits or delayed medical care and limitations on payments for certain telehealth services. As a result of the variability of factors affecting our patients’ risk scores, the actual payments we receive from our payers, after all adjustments, could be materially more or less than our estimates. Consequently, our estimate of our patients’ aggregate member risk scores for any period may result in favorable or unfavorable adjustments to our Medicare premium revenues, which may harm our results of operations.

Under our At-Risk arrangements with certain third-party payers, we assume the risk that the cost of providing services will exceed our compensation for such services.

20A substantial portion of our net revenue consists of Capitated Revenue, which, in the case of third party payers or health insurance plans, is based on a pre-negotiated percentage of the premium that the payer receives from CMS. While there are variations specific to each agreement, we sometimes contract with payers to receive recurring PMPM revenue and assume the financial responsibility for the healthcare expenses of our patients. This type of contract is referred to as a “capitation” contract. CMS pays capitation using risk adjustment scores. See “–A significant portion of our net revenue is based on Medicare’s risk adjustment payment system and is subject to review and audit, which would result in material adjustments to our results of operations.” To the extent we encounter delays in documenting patients’ acuity or patients requiring more care than initially anticipated and/or the cost of care increases, aggregate fixed compensation amounts, or capitation payments, may be

A substantial portion of our net revenue consists of Capitated Revenue, which, in the case of third party payers or health insurance plans, is based on a pre-negotiated percentage of the premium that the payer receives from CMS. While there are variations specific to each agreement, we sometimes contract with payers to receive recurring PMPM revenue and assume the financial responsibility for the healthcare expenses of our patients. This type of contract is referred to as a “capitation” contract. CMS pays capitation using risk adjustment scores. See “–A significant portion of our net revenue is based on Medicare’s risk adjustment payment system and is subject to review and audit, which would result in material adjustments to our results of operations.” To the extent we encounter delays in documenting patients’ acuity or patients requiring more care than initially anticipated and/or the cost of care increases, aggregate fixed compensation amounts, or capitation payments, may be insufficient to cover the costs associated with treatment. If medical costs and expenses exceed estimates, except in very limited circumstances, we will not be able to increase the fee received under these capitation agreements during their then-current terms and we could suffer losses with respect to such agreements. In addition, while we maintain stop-loss insurance that helps protect us for medical claims per patient in excess of certain levels, future claims could exceed our applicable insurance coverage limits or potential increases in insurance premiums may require us to decrease its level of coverage.23

insufficient to cover the costs associated with treatment. If medical costs and expenses exceed estimates, except in very limited circumstances, we will not be able to increase the fee received under these capitation agreements during their then-current terms and we could suffer losses with respect to such agreements. In addition, while we maintain stop-loss insurance that helps protect us for medical claims per patient in excess of certain levels, future claims could exceed our applicable insurance coverage limits or potential increases in insurance premiums may require us to decrease our level of coverage.

Changes in our anticipated ratio of medical expense to revenue can significantly impact our financial results. Accordingly, the failure to adequately predict and control medical costs and expenses and to make reasonable estimates and maintain adequate accruals for incurred but not reported claims could have a material adverse effect on our business, results of operations, financial condition and cash flows. Additionally, the Medicare expenses of our At-Risk members may be outside of our control in the event that such members take certain actions that increase such expenses, such as unnecessary hospital visits. These actions or events also make it more difficult for us to estimate medical expenses and may cause delays in reporting them to payers. Any delays or failures to adequately predict and control medical costs may also result in delayed negative impacts to our Capitated Revenue, including as compared to our estimates of cost of care and capitation payments. Historically, our medical costs and expenses as a percentage of revenue have fluctuated. Factors that may cause medical expenses to exceed estimates include:

•the health status of our At-Risk members;

•higher levels of hospitalization among our At-Risk members;

•higher than expected utilization of new or existing healthcare services or technologies;

•an increase in the cost of healthcare services and supplies, whether as a result of inflation or otherwise;

•changes to mandated benefits or other changes in healthcare laws, regulations, and practices;

•increased costs attributable to specialist physicians, hospitals, and ancillary providers;

•changes in the demographics of our At-Risk members and medical trends;

•contractual or claims disputes with providers, hospitals or other service providers within and outside a health plan’s network;

•the occurrence of catastrophes, major epidemics or pandemics, including COVID-19, or acts of terrorism; and

•the reduction of health plan premiums.

If reimbursement rates paid by private third-party payers are reduced or if these third-party payers otherwise restrain our ability to obtain or provide services to patients, our business could be harmed.

Private third-party payers, including health maintenance organizations, or ("HMOs"), preferred provider organizations and other managed care plans, as well as medical groups and independent practice associations that contract with HMOs, pay for the services that we provide to many of our members. As a substantial proportion of our members are commercially insured or covered under Medicare Advantage plans with our contracted payers, if any third-party payers reduce their reimbursement rates or elect not to cover some or all of our services, our business may be harmed. Typically, our affiliated professional entities that provide medical services enter into contracts with certain of these payers either directly, or indirectly through certain of our health network partners, which allow them to participate in the payers’ respective networks and set forth reimbursement rates for services rendered thereunder. As a result, our ability to maintain or increase patient volumes covered by private third-party payers and to maintain and obtain favorable contracts with private third-party payers significantly affects our revenue and operating results. See also “—We are dependent upon a limited number of key existing payers and loss of contracts with those payers, disruptions in those relationships or the inability of such payers to maintain their contracts with CMS, could adversely affect our business, financial condition, results of operations, and prospects.”

21Private third-party payers often use plan structures, such as narrow networks or tiered networks, to encourage or require members to use in-network providers. In-network providers typically provide services through private third-party payers for a lower negotiated rate or other less favorable terms. Private third-party payers generally attempt to limit the delivery of services out-of-network by requiring members to pay higher co-payment, co-insurance and/or deductible amounts for out-of-network care. Additionally, private third-party payers have become increasingly aggressive in attempting to minimize the use of out-of-network providers by disallowing the assignment of payment from members to out-of-network providers (i.e., sending

payers, disruptions in those relationships or the inability of such payers to maintain their contracts with CMS, could adversely affect our business, financial condition, results of operations and prospects.” 24

~~Private~~payments ~~third-party~~directly ~~payers often use plan structures, such as narrow networks or tiered networks,~~ to ~~encourage or require~~ members toinstead ~~use~~of in-network providers. In-network providers typically provide services through private third-party payers for a negotiated lower rate or other less favorable terms. Private third-party payers generally attempt to ~~limit use of~~ out-of-network providers), bycapping ~~requiring members to pay higher copayment and/~~or ~~deductible~~establishing ~~amounts for~~ out-of-network ~~care.~~benefits ~~Additionally,~~payable ~~private third-party payers have become increasingly aggressive in attempting~~ to ~~minimize the use of out-of-network providers by disregarding the assignment of payment from~~ members tothat ~~out-of-network~~do ~~providers~~not ~~(i.e.,~~cover ~~sending~~billed ~~payments~~charges ~~directly~~for ~~to members instead of to out-of-network providers)~~services, ~~capping out-of-network benefits payable to members,~~ waiving out-of-pocket payment amounts and initiating litigation against out-of-network providers for interference with contractual relationships, insurance fraud and violation of state licensing and consumer protection laws. If we become out -of -network for ~~payers~~payer products and networks, our business could be harmed and our revenue could be reduced because patients could stop using our services.

If reimbursement rates paid by Medicare or other federal or state healthcare programs are reduced, if changes in the rules governing such programs occur, or if government payers otherwise restrain our ability to obtain or provide services to patients, our business, financial condition and results of operations could be harmed.\

A significant portion of our revenue comes from government healthcare programs, principally Medicare, either through Medicare Advantage plans or directly, including through the Center for Medicare and Medicaid Innovation's, or ("CMMI's"), Global and Professional Direct Contracting ~~Model~~Program (the "GPDC Program"), orwhich CMMI announced has been redesigned and renamed the ~~GPDC~~ACO ~~Model~~Realizing Equity, Access, and Community Health Program (the "ACO REACH Program "), which took effect January 1, 2023. In addition, many commercial payers base their reimbursement rates on the published Medicare rates or are themselves reimbursed by Medicare for the services we provide. As a result, our results of operations are, in part, dependent on the continuation of Medicare programs, including Medicare Advantage and the ~~GPDC~~ACO ~~Model~~REACH ~~and~~Program ~~Medicare~~(starting ~~Advantage~~January 1, 2023), as well as the levels of government funding provided therewith. Any changes that limit or reduce the ~~GPDC~~ACO ~~Model~~REACH Program , Medicare Advantage, or general Medicare reimbursement levels, such as reductions in or limitations of reimbursement amounts or rates under programs, reductions in funding of programs, expansion of benefits without adequate funding, elimination of coverage for certain benefits, or elimination of coverage for certain individuals or treatments under programs, could have a material adverse effect on our business, results of operations, financial condition, and cash flows.

The Medicare program and its reimbursement rates and rules, are also subject to frequent change. These include statutory and regulatory changes, rate adjustments (including retroactive adjustments), administrative rulings or executive orders, interpretations and determinations, requirements for utilization review and government funding restrictions, each of which may materially and adversely affect the rates at which CMS reimburses us for our services, as well as affect the cost of providing service to patients and the timing of payments to our affiliated professional entities. Budget pressures often lead the federal government to reduce or place limits on reimbursement rates under Medicare. Implementation of these and other types of measures has in the past and could in the future result in substantial reductions in our revenue and operating margins. The final impact of the Medicare Advantage rates can vary from any estimate we may have and may be further impacted by the relative growth of our Medicare Advantage patient volumes across certain geographies as well as by the benefit plan designs submitted. It is possible that we may underestimate the impact of the Medicare Advantage rates on our business, which could have a material adverse effect on our business, results of operations, financial condition, and cash flows. In addition, our Medicare Advantage revenues may continue to be volatile in the future which could have a material adverse impact on our business, results of operations, financial condition, and cash flows.

In addition, CMS often changes the rules governing the Medicare program, including those governing reimbursement. Changes that could adversely affect our business include:

•administrative or legislative changes to base rates or the bases of payment;

•limits on the services or types of providers for which Medicare will provide reimbursement;

•changes in methodology for patient assessment and/or determination of payment levels;

•the reduction or elimination of annual rate increases; or

•an increase in co-payments or deductibles payable by beneficiaries.

We are unable to predict the effect of recent and future policy changes on our operations. Recent legislative, judicial and executive efforts to enact further healthcare reform legislation have also caused many core aspects of the current U.S. healthcare system to be unclear. While specific changes and their timing are not yet apparent, enacted reforms and future legislative, regulatory, judicial, or executive changes, particularly any changes to the Medicare Advantage program, could have a material adverse effect on our business, results of operations, financial condition, and cash flows.

22There is additional uncertainty around the future of the ACO REACH Program. The ACO REACH Program has been developed by CMS as a means to test various financial risk sharing arrangements in the Medicare program over a four-year period, from January 1, 2023 through December 31, 2026. CMS may make additional, material changes to the ACO REACH

legislative, regulatory, judicial, or executive changes, particularly any changes to the Medicare Advantage program, could have a material adverse effect on our business, results of operations, financial condition and cash flows.25

~~Further,~~Program ~~there~~in ~~is additional uncertainty around~~ the ~~long-term~~intervening ~~future~~years ofor, ~~CMS’~~at ~~GPDC Model in which we presently participate. The GPDC Model has been developed by CMS as a means to test various financial risk-sharing arrangements in~~ the ~~Medicare~~end ~~program~~of ~~over~~that ~~a nearly six~~four-year period, ~~from~~CMS ~~April~~may 1,not ~~2021~~extend ~~through~~or ~~December~~replace ~~31,~~the ~~2026.~~ACO AtREACH ~~the~~Program ~~end~~with ofa ~~that~~similar ~~nearly~~program ~~six-year~~that ~~period,~~we ~~CMS~~are ~~may~~eligible ~~discontinue~~to ~~the~~participate ~~GPDC Model~~in, which may have a material adverse effect on our business.

The ~~GPDC~~ACO ~~Model~~REACH Program is a new ~~pilot~~CMS program ~~by CMS~~ and we therefore may not be able to realize ~~the~~its expected benefits ~~of the GPDC Model~~.

In ~~2021~~2022, CMMI announced the GPDC ~~Model~~Program towas ~~create~~being ~~value-based~~renamed ~~payment~~and ~~arrangements~~rebranded ~~directly~~to ~~with~~ACO ~~Direct~~REACH ~~Contracting~~as ~~Entities,~~of orJanuary ~~DCEs~~1, ~~which~~2023 isand would continue to be part of ~~CMMI's~~CMMIs’ strategy to test the next evolution of risk-sharing ~~arrangement~~arrangements to produce value and high quality health care by permitting ~~DCEs~~accountable care organizations ("ACOs") to participate in value-based care arrangements with beneficiaries in Medicare fee-for-service. The ~~GPDC~~ACO ~~Model~~REACH Program began its first performance period on ~~April~~January 1, ~~2021~~2023. We currently have two entities participating in the Global track of the ACO REACH Program.

~~Our~~Given ~~wholly~~the ~~owned~~recent ~~subsidiary,~~enactment ~~Iora~~of ~~Health~~the NEACO ~~DCE,~~REACH ~~LLC~~Program, ~~was~~we ~~one~~cannot ofassure ayou ~~limited~~that ~~number~~we ofwill ~~companies~~be ~~chosen~~successful byor ~~CMMI~~able asto acomply ~~DCE.~~with ~~Given~~ the ~~recent~~new ~~launch~~requirements of the ~~GPDC~~ACO ~~Model,~~REACH weProgram ~~have no experience serving as a DCE~~ and we may not be able to realize ~~its~~the expected benefits of the new program. For example, we may encounter difficulties calibrating our historical medical expense estimates to this new beneficiary population, which has not chosen to participate in risk-based care arrangements (unlike Medicare Advantage beneficiaries) and thus may utilize medical services differently than our current members. Moreover, beneficiaries assigned to us under the GPDC Model may not generate revenue as expected, initially or at all, and we cannot assure you that direct contracting will allow us to achieve the same financial outcomes on Medicare fee-for-service beneficiaries as we do on our existing patients.

While we have invested and expect to continue to invest significant time and resources to meet the requirements of and adapt to the ACO REACH Program, beneficiaries assigned to us under the ACO REACH Program may not generate revenue as expected, initially or at all, and we cannot assure you that the model will allow us to achieve the same financial outcomes on Medicare fee-for-service beneficiaries as we do on our existing patients. Additionally, adding new members through the ~~GPDC~~ACO ~~Model~~REACH Program will also require absorbing new members into our affiliated professional entities, which may strain resources or negatively affect our quality of care.

We cannot assure you that ~~the~~our ~~GPDC~~current ~~Model~~participation ~~will~~in ~~continue~~the ~~beyond~~ACO ~~its~~REACH ~~initial~~Program ~~nearly~~will ~~six-year~~be ~~period~~successful or that itwe will ~~expand~~be ~~our~~able ~~total~~to ~~addressable~~continue ~~market.~~to Weparticipate ~~also~~in ~~cannot assure you that~~ the ~~GPDC~~ACO ~~Model~~REACH ~~will~~Program ~~continue~~in asthe ~~currently~~future. ~~contemplated~~We ~~without~~also ~~material~~cannot ~~changes~~assure ~~and/or~~you that itour ~~will~~participation ~~not~~in ~~be replaced with a different government program. Changes to~~ the ~~GPDC~~ACO ~~Model~~REACH ~~could~~Program ~~negatively~~will ~~impact~~expand our ~~revenue~~total asaddressable ~~currently~~market ~~anticipated~~in ~~from~~the manner that ~~program~~we expect.

Our business model and future growth are substantially dependent on the success of our strategic relationships with health network partners, enterprise clients, and distribution partners.

We will continue to substantially depend on our relationships with third parties, including health network partners, enterprise clients and distribution partners to grow our business. In particular, our growth depends on maintaining existing, and developing new, strategic affiliations with health network partners, including health systems and private and government payers. We also rely on a number of partners such as benefits enrollment platforms, professional employment organizations, consultants and other distribution partners in order to sell our solutions and services and enroll members onto our platform.

Our agreements with our enterprise clients often provide for fees based on the number of members that are covered by such clients’ programs each month, known as capitation arrangements. Certain of our enterprise clients and partners also pay us a fixed fee per year regardless of the number of registered members. The number of individuals who register as members through our enterprise clients is often affected by factors outside of our control, such as plan endorsement by the employer, member outreach and retention initiatives. Enterprise clients may also prohibit us from engaging in direct outreach with employees as potential members, or we may be unsuccessful in spreading brand awareness among employees who perceive competitors as offering better solutions and services, which would decrease growth in membership and reduce our net revenue. Increasing rates of unemployment may also result in loss of members at our enterprise clients, and economic recessions or slowdowns can result in our enterprise clients terminating their employee sponsorship arrangements with us, longer sales cycles, and reduced or limited contract sizes as enterprise clients focus on general cost reductions in the face of macroeconomic uncertainty. In addition, during periods of economic slowdown, enterprise clients may face less competition for new hires or may not need to hire as many employees and as a result, they may not need to sponsor memberships with us as a means to attract new hires. Even if the geographies in which our enterprise clients operate experience growth, it is possible that such client’s program membership could fail to grow at similar rates, if at all. If the number of members covered by one or more of such clients’ programs were to be reduced, including due to benefits reductions or layoffs during and after the COVID-19 pandemic, it would lead to a reduction of membership fees, a decrease in our net fee-for-service revenue and partnership revenue, and may also result in the enterprise client electing not to renew our contract for another year. In addition, the growth forecasts of our clients are subject to significant uncertainty, including after the COVID-19 pandemic and any prolonged ensuing economic recession, and are based on assumptions and estimates that may prove to be inaccurate. Further, historical activation rates within a given enterprise client may not be indicative of future membership levels at that enterprise client or activation rates of similarly situated enterprise clients. High activation rates (i.e., the percentage of individuals eligible for membership who are enrolled as members) do not necessarily result in increased net fee-for-service revenue and do not typically result in increased membership revenue.

2326

onHealth ~~assumptions~~network ~~and~~partnerships ~~estimates~~also ~~that~~comprise ~~may~~a ~~prove~~significant toportion beof ~~inaccurate~~our revenue. ~~Further~~For example, ~~historical~~under ~~activation~~certain ~~rates~~health ~~within~~network partnership contracts, we closely collaborate with a ~~given~~health ~~enterprise~~network ~~client~~on ~~may~~certain ~~not~~strategic beinitiatives ~~indicative~~such ofas ~~future~~the ~~membership~~expansion ~~levels~~of atpractice ~~that~~sites ~~enterprise~~in ~~client~~a particular jurisdiction or ~~activation~~service ~~rates~~area, ofand ~~similarly~~clinical ~~situated~~and ~~enterprise~~digital ~~clients~~integration between our primary care and their specialty care services. ~~High~~Our ~~activation~~contracts ~~rates~~with (ihealth network partners can sometimes be bespoke, with varying terms across health network partners.e However, many contracts provide for fees on a PMPM basis or a fee-for-service basis. Under contracts providing for PMPM fees, ~~the~~when ~~percentage~~our medical offices provide professional clinical services to covered members, we, as administrator, perform billing and collection services on behalf of ~~individuals~~the ~~eligible~~health network, and the health network receives the fees for ~~membership~~services ~~who~~provided, ~~are~~including ~~enrolled~~those aspaid by members)’ insurance plans. If we do not ~~necessarily~~adequately satisfy the objectives of our partners or perform against contractual obligations, we may lose revenue under the applicable health network partner contract and the health network partner may become dissatisfied with the terms or our performance under the contract, which could result in ~~increased~~its early termination or amendment, if permitted, and as a result, harm to our business and results of operations, including a reduction in net ~~fee~~revenue. Even regardless of our performance under the contracts, we cannot guarantee that our health network partners will continue to be satisfied with the terms or circumstances under existing contracts, particularly given constraints and challenges posed by the COVID-19 pandemic. We have experienced contractual disputes and renegotiations, including with respect to delays in payments due to us, with health network partners in the past and may experience additional disputes and renegotiations in the future. In certain situations, we may need to take legal or other action to enforce our contractual rights, which may strain relationships with our partners, further delay payments owed to us, make us less attractive for~~-service~~ ~~revenue~~potential or future partners and doharm ~~not~~our ~~typically~~business, results of operations, and reputation. Certain contracts with health network partners can be exclusive in the applicable jurisdiction; as a result, in ~~increased~~new ~~membership~~potential ~~revenue~~geographies, should we pursue a health network partnership, we would need to successfully contract with a sufficiently competitively viable health network partner, as we may not be able to terminate any such contract for several years without penalty or be able to partner with other health network partners in the same geographies due to competitive pressures or lack of counterparties. If we are unable to successfully continue our strategic relationships with our health network partners on terms favorable to us or at all, or if we do not successfully contract with health network partners in new jurisdictions, our business and results of operations could be harmed.

Health network partnerships also comprise a significant portion of our revenue. For example, under certain health network partnership contracts, we closely collaborate with a health network on certain strategic initiatives such as the expansion of practice sites in a particular jurisdiction or service area, and clinical and digital integration between our primary care and their specialty care services. Our contracts with health network partners can sometimes be bespoke, with varying terms across health network partners. However, many contracts provide for fees on a PMPM basis or a fee-for-service basis. Under contracts providing for PMPM fees, when our medical offices provide professional clinical services to covered members, we, as administrator, perform billing and collection services on behalf of the health network, and the health network receives the fees for services provided, including those paid by members’ insurance plans. If we do not adequately satisfy the objectives of our partners or perform against contractual obligations, we may lose revenue under the applicable health network partner contract and the health network partner may become dissatisfied with the terms or our performance under the contract, which could result in its early termination or amendment, if permitted, and as a result, harm to our business and results of operations, including a reduction in net revenue. Even regardless of our performance under the contracts, we cannot guarantee that our health network partners will continue to be satisfied with the terms or circumstances under existing contracts, particularly given constraints and challenges posed by the COVID-19 pandemic. We have experienced contractual disputes and renegotiations with health network partners in the past and may experience additional disputes and renegotiations in the future. In certain situations, we may need to take legal or other action to enforce our contractual rights, which may strain relationships with our partners, delay payments owed to us, make us less attractive for potential or future partners and harm our business and reputation. Certain contracts with health network partners can be exclusive in the applicable jurisdiction; as a result, in new potential geographies, should we pursue a health network partnership, we would need to successfully contract with a sufficiently competitively viable health network partner, as we may not be able to terminate any such contract for several years without penalty or be able to partner with other health network partners in the same geographies due to competitive pressures or lack of counterparties. If we are unable to successfully continue our strategic relationships with our health network partners on terms favorable to us or at all, or if we do not successfully contract with health network partners in new jurisdictions, our business and results of operations could be harmed.

Most of our enterprise clients and health network partners have no obligation to renew their agreements with us after the initial term expires. In addition, our health network partners and enterprise clients may negotiate terms less advantageous to us upon renewal, which may reduce our revenue from these entities. If our health network partners or enterprise clients fail to renew their contracts, or renew their contracts upon less favorable terms or at lower fee levels, our revenue may decline or our future revenue growth may be constrained. In addition, certain of our health network partners and enterprise clients may terminate their contracts with us early for various reasons. If a partner or customer terminates its contract early and revenue and cash flows expected from a partner or enterprise client are not realized in the time period expected or not realized at all, our business could be harmed.

Identifying partners, and negotiating and documenting relationships with them, requires significant time and resources. Our competitors may be more effective in executing such relationships and performing against them. If we are unsuccessful in establishing or maintaining our relationships with third parties, our ability to compete in the marketplace or to grow our net revenue could be impaired and our results of operations may suffer. Even if we are successful, we cannot assure you that these relationships will result in increased member use of our solutions and services or increased net revenue.

We conduct business in a heavily regulated industry, and any failure to comply with applicable healthcare laws and government regulations, could result in financial penalties, exclusion from participation in government healthcare programs and adverse publicity, or could require us to make significant operational changes, any of which could harm our business.

The U.S. healthcare industry is heavily regulated and closely scrutinized by federal, state and local authorities. Comprehensive statutes and regulations govern the manner in which we provide and bill for services and collect reimbursement from governmental programs and private payers, our contractual relationships with our providers, vendors, health network partners, enterprise clients, members and patients, our marketing activities and other aspects of our operations. Of particular importance are:

•state laws that prohibit general business corporations, such as us, from practicing medicine, controlling physicians’ medical decisions or engaging in practices such as splitting fees with physicians;

•federal and state laws pertaining to non-physician practitioners, such as nurse practitioners and physician assistants, including requirements for physician supervision of such practitioners and licensure and reimbursement-related requirements;

•Medicare and Medicaid billing and reimbursement rules and regulations;

•the federal physician self-referral law, commonly referred to as the Stark Law, which, subject to certain exceptions, prohibits physicians from referring Medicare or Medicaid patients to an entity for the provision of certain “designated health services” if the physician or a member of the physician’s immediate family has a direct or indirect financial relationship (including an ownership interest or a compensation arrangement) with the entity;

•the federal Anti-Kickback Statute, which, subject to certain exceptions known as “safe harbors,” prohibits the knowing and willful offer, payment, solicitation or receipt of any bribe, kickback, rebate or other remuneration, in cash or in kind, in return for the referral of an individual for, or the lease, purchase, order or recommendation of, items or services covered, in whole or in part, by government healthcare programs such as Medicare and Medicaid;

•the federal False Claims Act, which imposes civil and criminal liability on individuals or entities that knowingly or recklessly submit false or fraudulent claims to Medicare, Medicaid, and other government-funded programs or make or cause to be made false statements in order to have a claim paid;

•a provision of the Social Security Act that imposes criminal penalties on healthcare providers who fail to disclose or refund known overpayments;

•the criminal healthcare fraud provisions of the federal Health Insurance Portability and Accountability Act of 1996, as amended by the Health Information Technology for Economic and Clinical Health Act, or HITECH, and their implementing regulations, or (collectively, "HIPAA"), and related rules that prohibit knowingly and willfully executing a scheme or artifice to defraud any healthcare benefit program or falsifying, concealing or covering up a material fact or making any material false, fictitious or fraudulent statement in connection with the delivery of or payment for healthcare benefits, items or services;

•the Civil Monetary Penalties Law, which prohibits the offering or giving of remuneration to Medicare and Medicaid beneficiaries that is likely to influence the beneficiary’s selection of a particular provider or supplier;

•federal and state laws that prohibit providers from billing and receiving payment from Medicare and Medicaid for services unless the services are medically necessary, adequately and accurately documented, and billed using codes that accurately reflect the type and level of services rendered;

•federal and state laws and policies related to healthcare providers’ licensure, certification, accreditation, Medicare and Medicaid program enrollment and reassignment of benefits;

•federal and state laws and policies related to the prescribing and dispensing of pharmaceuticals and controlled substances;

•state laws related to the advertising and marketing of services by healthcare providers;

•federal and state laws related to confidentiality, privacy and security of personal information, including medical information and records, that limit the manner in which we may use and disclose that information, impose obligations to safeguard such information and require that we notify third parties in the event of a breach;

•federal laws that impose civil administrative sanctions for, among other violations, inappropriate billing of services to government healthcare programs or employing or contracting with individuals who are excluded from participation in government healthcare programs;

•laws and regulations limiting the use of funds in health savings accounts for individuals with high deductible health plans;

•state laws pertaining to anti-kickback, fee splitting, self-referral, and false claims, some of which are not limited to relationships involving government-funded programs; and

•state laws governing healthcare entities that bear financial risk.

Because of the breadth of these laws and the narrowness of the statutory exceptions and safe harbors available, it is possible that some of our business activities could be subject to challenge under one or more of such laws. Achieving and sustaining compliance with these laws requires us to implement controls across our entire organization and it may prove costly and challenging to monitor and enforce compliance. In particular, given the prevalence of laws, rules and regulations restricting the corporate practice of medicine in certain of the states that we operate, we are prohibited from interfering with or inappropriately influencing providers’ professional judgment and are typically reliant on the providers and other healthcare professionals at our affiliated professional entities to operate in compliance with applicable laws related to the practice of medicine and the provision of healthcare services. The risk of our being found in violation of healthcare laws and regulations is increased by the fact that many of them have not been fully interpreted by regulatory authorities or the courts, and their provisions are sometimes complex and open to a variety of interpretations. Failure to comply with these laws and other laws can result in civil and criminal penalties such as fines, damages, recoupments of overpayments, imprisonment, loss of enrollment status and exclusion from the Medicare and Medicaid programs.

To enforce compliance with the federal laws, the U.S. Department of Justice and the Office of Inspector General for the HHS regularly scrutinize healthcare providers, which has led to a number of investigations, prosecutions, convictions and settlements in the healthcare industry. The operation of medical practices is also subject to various state laws enforced by state regulators, including state attorneys general, boards of professional licensure and departments of health. A review of our business by judicial, law enforcement, regulatory or accreditation authorities could result in challenges or actions against us that could harm our business and operations. Responding to and managing government investigations or any action against us for violation of these laws or regulations, even if we successfully defend against it, could cause us to incur significant legal expenses, divert resources and management’s attention from the operation of our business and result in adverse publicity. Moreover, if one of our health system partners or another third party fails to comply with applicable laws and becomes the target of a government investigation, government authorities could require our cooperation in the investigation, which could cause us to incur additional legal expenses and result in adverse publicity.28

and challenging to monitor and enforce compliance. In ~~addition~~particular, ~~because~~given of the ~~potential~~prevalence ~~for~~of ~~large~~laws, ~~monetary~~rules ~~exposure~~and ~~under~~regulations restricting the ~~federal~~corporate ~~False~~practice ~~Claims~~of ~~Act,~~medicine ~~which~~in ~~provides~~certain ~~for~~of ~~treble~~the ~~damages~~states ~~and~~that ~~penalties~~we ~~of $12~~operate,~~537~~ towe ~~$25,076~~are ~~per~~prohibited ~~false~~from ~~claim~~interfering with or ~~statement~~inappropriately ~~(as~~influencing ofproviders’ ~~January~~professional ~~2022,~~judgment and ~~subject~~are totypically ~~annual~~reliant ~~adjustments~~on ~~for~~the ~~inflation),~~providers and other healthcare ~~providers~~professionals ~~often~~at ~~resolve~~our ~~allegations~~affiliated ~~without~~professional ~~admissions~~entities ofto ~~liability~~operate ~~for~~in ~~significant~~compliance ~~amounts~~with applicable laws related to ~~avoid~~the practice of medicine and the ~~uncertainty~~provision of ~~treble~~healthcare ~~damages~~services. ~~that~~The ~~may~~risk beof ~~awarded~~our being found in ~~litigation~~violation ~~proceedings.~~of ~~Such~~healthcare ~~settlements~~laws ~~often~~and ~~contain~~regulations ~~additional~~is ~~compliance~~increased ~~and~~by ~~reporting~~the ~~requirements~~fact asthat ~~part~~many of athem ~~consent~~have ~~decree,~~not ~~settlement~~been ~~agreement~~fully orinterpreted ~~corporate~~by ~~integrity~~regulatory ~~agreement.~~authorities ~~Given~~or the ~~significant~~courts, ~~size~~and oftheir ~~actual~~provisions ~~and~~are ~~potential~~sometimes ~~settlements,~~complex itand isopen ~~expected~~to ~~that~~a ~~the~~variety ~~government~~of ~~will~~interpretations. ~~continue~~Failure to ~~devote~~comply ~~substantial~~with ~~resources~~these tolaws ~~investigating~~and ~~healthcare~~other ~~providers’~~laws ~~compliance~~can ~~with~~result ~~the~~in ~~healthcare~~civil ~~reimbursement~~and ~~rules~~criminal penalties such as fines, damages, recoupments of overpayments, imprisonment, loss of enrollment status, and ~~fraud~~exclusion from the Medicare and ~~abuse~~Medicaid ~~laws~~programs.

~~Further,~~To ~~our~~enforce ~~ability~~compliance towith ~~provide~~the ~~our~~federal ~~full~~laws, ~~range~~the U.S. Department of ~~services~~Justice inand ~~each~~the ~~state~~Office isof ~~dependent~~Inspector ~~upon~~General afor ~~state’s~~the ~~treatment~~U.S. Department of ~~telehealth~~Health and ~~emerging~~Human ~~technologies~~Services (~~such~~"HHS"), asregularly ~~digital~~scrutinize ~~health~~healthcare ~~services)~~providers, which ~~are~~has ~~subject~~led to ~~changing~~a ~~political~~number of investigations, ~~regulatory~~prosecutions, convictions, and ~~other~~settlements ~~influences~~in the healthcare industry. ~~Many~~The ~~states~~operation ~~have~~of medical practices is also subject to various state laws ~~that~~enforced ~~limit~~by orstate ~~restrict~~regulators, ~~the~~including ~~practice~~state ofattorneys ~~telehealth~~general, ~~such~~boards asof ~~laws~~professional ~~that~~licensure ~~require~~and adepartments ~~provider~~of tohealth. beA ~~licensed~~review ~~and/~~of our business by judicial, law enforcement, regulatory or ~~physically~~accreditation ~~located~~authorities could result in ~~the~~challenges ~~same~~or ~~state~~actions ~~where~~against ~~the~~us ~~patient~~that iscould ~~located~~harm our business and operations. ~~Failure~~Responding to ~~comply~~and ~~with~~managing government investigations or any action against us for violation of these laws or regulations, even if we successfully defend against it, could cause us to incur significant legal expenses, divert resources and management’s attention from the operation of our business and result in ~~denials~~adverse ofpublicity. ~~reimbursement~~Moreover, ~~for~~if one of our ~~services~~health (system partners or another third party fails to ~~the~~comply ~~extent~~with ~~such~~applicable ~~services~~laws ~~are~~and ~~billed),~~becomes ~~recoupments~~the target of ~~prior~~a ~~payments~~government investigation, ~~professional~~government ~~discipline~~authorities ~~for~~could require our ~~providers~~cooperation orin ~~civil~~the orinvestigation, ~~criminal~~which ~~penalties.~~could cause us to incur additional legal expenses and result in adverse publicity.

~~The~~In ~~laws~~addition, ~~regulations~~because ~~and~~of ~~standards governing~~ the ~~provision~~potential offor ~~healthcare~~large ~~services~~monetary ~~may~~exposure ~~change~~under ~~significantly~~the infederal ~~the~~False ~~future~~Claims ~~and~~Act, ~~may~~which ~~harm~~provides ~~our~~for ~~business~~treble damages and ~~operations.~~penalties ~~For~~of ~~example~~$12,537 weto ~~have~~$25,076 ~~had~~per tofalse ~~adapt~~claim ~~our~~or ~~business~~statement (as ~~a result~~ of ~~the~~May ~~CARES~~2022, ~~Act~~ and ~~other~~subject ~~emergency~~to ~~orders,~~annual ~~laws~~adjustments ~~and~~for ~~regulations~~inflation), ~~enacted~~healthcare inproviders ~~response~~often toresolve ~~the~~allegations ~~COVID-19~~without ~~pandemic.~~admissions ~~While some~~ of ~~these~~liability ~~changes~~for ~~have~~significant ~~allowed~~amounts us to ~~rapidly~~avoid ~~respond to~~ the ~~COVID-19~~uncertainty ~~pandemic~~of ~~including~~treble ~~via~~damages ~~expanded~~that ~~telehealth~~may ~~visits~~be ~~and~~awarded ~~testing~~in ~~arrangements,~~litigation ~~they~~proceedings. ~~have~~Such ~~also~~settlements ~~required~~often uscontain toadditional ~~adapt~~compliance ~~to new offerings, processes~~ and ~~procedures.~~reporting Werequirements ~~cannot~~as ~~assure~~part ~~you~~of ~~that~~a ~~such~~consent ~~emergency orders~~decree, ~~laws~~settlement ~~and~~agreement ~~regulations will continue to apply~~ or ~~that~~corporate ~~regulators~~integrity oragreement. ~~other~~Given ~~governmental~~the ~~entities~~significant ~~will~~size ~~agree with our interpretation~~ of ~~these~~actual ~~arrangements~~and ~~under~~potential ~~applicable~~settlements, ~~law.~~it ~~The~~is ~~Vaccine~~expected ~~Inquiries~~that orthe ~~any~~government ~~other~~will ~~regulatory~~continue orto ~~governmental~~devote ~~investigations~~substantial orresources ~~other~~to ~~disputes~~investigating ashealthcare aproviders’ ~~result~~compliance ofwith ~~these arrangements, or~~ the ~~failure~~healthcare ofreimbursement ~~various~~rules ~~waivers for limitations of liability or other provisions under such emergency orders, laws~~ and ~~regulations~~fraud ~~to apply to us could divert resources~~ and ~~harm~~abuse ~~our reputation, business, financial condition and results of operations~~laws.

Further, our ability to provide our full range of services in each state is dependent upon a state’s treatment of telehealth and emerging technologies (such as digital health services), which are subject to changing political, regulatory, and other influences. Many states have laws that limit or restrict the practice of telehealth, such as laws that require a provider to be licensed and/or physically located in the same state where the patient is located. Failure to comply with these laws could result in denials of reimbursement for our services (to the extent such services are billed), recoupments of prior payments, professional discipline for our providers or civil or criminal penalties.

The laws, regulations and standards governing the provision of healthcare services may change significantly in the future and may harm our business and operations. For example, we have had to adapt our business as a result of the CARES Act and other emergency orders, laws, and regulations enacted in response to the COVID-19 pandemic. We have also had to adapt our business in response to new laws relating to abortion and reproductive rights which may impact our current healthcare practices. While some of these changes have allowed us to rapidly respond to evolving situations, they have also required us to adapt to new offerings, processes, and procedures. We cannot assure you that such emergency orders, laws, and regulations will continue to apply or that regulators or other governmental entities will agree with our interpretation of these matters under applicable law. The Vaccine Inquiries or any other regulatory or governmental investigations or other disputes as a result of these arrangements, or the failure of various waivers for limitations of liability or other provisions under such emergency orders, laws, and regulations to apply to us could divert resources and harm our reputation, business, financial condition, and results of operations.

If the prevalence of private health insurance coverage declines, including due to a decline in the prevalence of employer-sponsored health care, our revenue may be reduced.

We currently derive a significant portion of our revenue from members acquired under contracts with enterprise clients that purchase health care for their employees (either via insurance or self-funded benefit plans). A large part of the demand for our solutions and services among enterprise clients depends on the need of these employers to manage the costs of healthcare services that they pay on behalf of their employees. While the percentage of employers who are self-insured has been increasing over the past decade, this trend may not continue. Over time, employees may also increasingly decide to obtain their own insurance through state-sponsored insurance marketplaces rather than through their employers. While such employees may remain members, our reimbursement from providing services to these members would likely decrease. Employees who obtain their own insurance may also cancel their memberships, which may decrease the fees we receive under our contracts with

2629

our solutions and services among enterprise clients depends on the need of these employers to manage the costs of healthcare services that they pay on behalf of their employees. While the percentage of employers who are self-insured has been increasing over the past decade, this trend may not continue. Over time, employees may also increasingly decide to obtain their own insurance through state-sponsored insurance marketplaces rather than through their employers. While such employees may remain members, our reimbursement from providing services to these members would likely decrease. Employees who obtain their own insurance may also cancel their memberships, which may decrease the fees we receive under our contracts with health network partners as fewer members engage in their healthcare networks. If any of these trends accelerate, there is no guarantee that we would be able to compensate for the loss in revenue derived from enterprise clients and health network partners by increasing retail member acquisition. A decline in overall prevalence of private health insurance coverage, including due to the passage of healthcare reform proposals such as “Medicare for All,” could further harm our revenue, particularly if accompanied by a reduction in employer-sponsored health insurance. In addition, health network partners who rely on patient use of their networks, particularly specialty care, through our contracts with them, may become dissatisfied with the terms under the applicable contract and seek to amend or terminate, or elect not to renew, these contracts. In these cases, our business, financial condition, and results of operations would be harmed.

If we fail to cost-effectively develop widespread brand awareness and maintain our reputation, or if we fail to achieve and maintain market acceptance for our healthcare services, our business could suffer.

We believe that developing and maintaining widespread awareness of our brand and maintaining our reputation for providing access to high quality and efficient health care in a cost-effective manner is critical to attracting new members, enterprise clients, and health network partners, maintaining existing members, clients and partners, and thus growing our business and revenue. Market acceptance of our solutions and services and member acquisition depends on educating people, as well as enterprise clients and health networks, as to the distinct features, ease-of-use, positive lifestyle impact, cost savings, quality, and other perceived benefits of our solutions and services as compared to traditional or competing healthcare access options, and our ability to directly market our solutions or services to the employees of our enterprise clients. In particular, market acceptance is highly dependent on sufficient geographic market saturation of medical offices, whether we are in-network with payers, customization of healthcare services, and word of mouth and informal member referrals. While we are in-network with CMS and our health network partners, shortfalls in any of the above areas, the loss or dissatisfaction of a significant contingent of our members or patients, adverse media reports or negative feedback about our solutions and services may substantially harm our brand and reputation, inhibit widespread adoption of our solutions and services, reduce our revenue from enterprise clients and health networks, and impair our ability to attract new or maintain existing members and patients.

Our brand promotion activities may not generate awareness or increase revenue and, even if they do, any increase in revenue may not offset the expenses we incur in building our brand. We also cannot guarantee the quality and efficiency of healthcare service, particularly specialty healthcare, from our health network partners, over which we have no control. Many of our health network partners are large institutions with significant operations across a wide network of patients and may be unable to provide consistent levels of service to our members. Patients who experience poor quality healthcare provision from such partners may impute such dissatisfaction to our solutions and services, which could negatively impact member retention and acquisition, reduce our revenue and harm our business.

We have a history of losses, which we expect to continue, and we may never achieve or sustain profitability.

We have incurred significant losses in each period since our inception. We incurred net losses of $89254.46 million and $~~254~~397.68 million for the years ended December 31, ~~2020~~2021 and ~~2021~~2022, respectively. As of December 31, ~~2021~~2022, we had an accumulated deficit of $~~618~~1.2016 ~~million~~billion. Our net losses and accumulated deficit reflect the substantial investments we made to acquire new health network partners and members, build our proprietary network of healthcare providers, and develop our technology platform. We intend to continue scaling our business to increase our enterprise client, member and provider bases, broaden the scope of our health network and other partnerships, and expand our applications of technology through which members can access our services. Accordingly, we anticipate that our cost of care and other operating expenses will continue to increase in the foreseeable future. Moreover, as we sign up new At-Risk members for whom we are responsible for managing a range of healthcare services and associated costs, our medical claims expense for such members may be higher relative to the Capitated Revenue earned or any excess revenue over medical claims expense may not be enough to cover our cost of care or other operating expenses. Our efforts to scale our business and manage the health of At-Risk members may prove more expensive than we currently anticipate, and we may not succeed in increasing our revenue sufficiently to offset these higher expenses. We cannot assure you that we will achieve profitability in the future or that, if we do become profitable, we will be able to sustain or increase profitability. Our prior net losses, combined with our expected future net losses, have had and will continue to have a negative impact on our total (deficit) equity and working capital. As a result of these factors, we may need to raise additional capital through debt or equity financings in order to fund our operations, and such capital may not be available on reasonable terms, if at all.

Our net revenue depends in part on the number of members enrolled or patient visits, and a decrease in member utilization of our services could harm our business, financial condition and results of operations.

Historically, we have relied on patient visits for a substantial portion of our net revenue. For the years ended December 31, ~~2020~~2021 and ~~2021~~2022, net fee-for-service revenue accounted for 3929% and 2915% of our net revenue, respectively. As we develop additional digital health solutions through our mobile platform and continue providing and expanding availability of remote visits, we cannot guarantee that our members will consistently make in-office visits in addition to using our digital health solutions, particularly after the COVID-19 pandemic and as related shelter-in-place and quarantine measures and orders are relaxed or lifted. Further, it may be difficult for us to accurately forecast future patient in-office visits over time, which may vary across geographies and depend on patient demographics within a given market. In part due to the reduction of in-office visits observed due to COVID-19, we have introduced billable remote visits. We cannot predict with any certainty the number of remote billable services and their impact on our in-office visits. As remote billable services on average generate lower reimbursement than in-office visits, this may impact our operations and financial results. In addition, we will continue to rely on our reputation and recommendations from members and key enterprise clients to promote our solutions and services to potential new members. A substantial portion of our members hold subscriptions through their respective employers with which we have membership arrangements. The loss of any of our key enterprise clients, or a failure of some of them to renew or expand their arrangements with us, could have a significant impact on the growth rate of our revenue. If we are unable to attract and retain sufficient members in any given market, we may have reduced visits, which could harm our results of operations, reduce our revenue and harm our business.

health solutions. Further, it may be difficult for us to accurately forecast future patient in-office visits over time, which may vary across geographies and depend on patient demographics within a given market. In part due to the reduction of in-office visits observed due to COVID-19, we have introduced billable remote visits. We cannot predict with any certainty the number of remote billable services and their impact on our in-office visits. As remote billable services on average generate lower reimbursement than in-office visits, this may impact our operations and financial results. In addition, we will continue to rely on our reputation and recommendations from members and key enterprise clients to promote our solutions and services to potential new members. A substantial portion of our members hold subscriptions through their respective employers with which we have membership arrangements. The loss of any of our key enterprise clients, or a failure of some of them to renew or expand their arrangements with us, including due to cost-saving measures in the face of macroeconomic uncertainty, could have a significant impact on the growth rate of our revenue. Individual members may also decide not to renew their memberships due to reduced discretionary income as a result of inflationary pressures. If we are unable to attract and retain sufficient members in any given market, we may have reduced visits, which could harm our results of operations, reduce our revenue, and harm our business.

In addition, under certain of our contracts with enterprise clients, we base our fees on the number of individuals to whom our clients provide benefits. Under certain of our health network partner agreements, we also collect fees from members who receive healthcare services within the health network partner’s network. Many factors, most of which we do not control, may lead to a decrease in the number of individuals covered by our enterprise clients, including, but not limited to, the following:

•our proposed transaction with Amazon;

•changes in the nature or operations of our enterprise clients or the failure of our enterprise clients to adopt or maintain effective business practices;

•changes of control of our enterprise clients;

•reduced demand in particular geographies;

•shifts away from employer-sponsored health plans toward employee self-insurance;

•macroeconomic uncertainty;

•shifting regulatory climate and new or changing government regulations; and

•increased competition or other changes in the benefits marketplace.

If the number of members covered by our enterprise clients and health network partners decreases, our revenue will likely decrease.

We operate in a competitive industry, and if we are not able to compete effectively our business would be harmed.

The market for healthcare solutions and services is highly fragmented and intensely competitive, with direct and indirect competitors offering varying levels of impact to key stakeholders such as consumers, employers, providers, and health networks. We compete across various segments within the healthcare market and currently face competition from a range of companies and providers for market share and for quality providers and personnel, including:

•traditional healthcare providers and medical practices nationally, regionally and locally, that offer similar services, often at lower prices, and that are continuing to develop additional products and becoming more sophisticated and effective;

•health networks, including our health network partners, who employ or affiliate with primary care providers, unaffiliated freestanding outpatient centers and specialty hospitals (some of which are physician-owned);

•episodic, consumer-driven point solutions such as telemedicine as well as urgent care providers, which may typically pay providers on a fee-for-service basis rather than the salary-based model we employ;

•health care or expert medical service tools developed by well-financed health plans which may be provided to health plan customers at discounted prices; and

•other companies providing healthcare-focused products and services, including companies offering specialized software and applications, technology platforms, care management and coordination, digital health, telehealth and telemedicine and health information exchange. 31

~~Our~~•other ~~competitive~~companies ~~success~~providing ~~and~~healthcare-focused ~~growth,~~products ~~which can be measured in part by retention of existing members~~ and gaining of new members in both existing and target geographies, are contingent on our ability to simultaneously address the needs of key stakeholders efficiently while delivering superior outcomes at scale compared with competitors. In recent years, the number of freestanding specialty hospitals, surgery centers, emergency departments, urgent care centers and diagnostic imaging centers has increased significantly in the geographic areas in which we serve and may provide services ~~similar to those we offer. Some of our existing and potential competitors may be larger~~, ~~have~~including ~~greater~~companies ~~name~~offering ~~recognition, have longer operating histories, offer a broader array of services or a larger or more~~ specialized ~~medical~~software ~~staff, provide newer or more desirable facilities or have significantly greater resources than we do. Some of the clinics~~ and ~~medical offices that compete with us are also owned by government agencies or not-for-profit organizations that can finance capital expenditures and operations on a tax-exempt basis. In addition~~applications, ~~our~~technology ~~current or potential competitors may be acquired by third parties with greater available resources. As a result~~platforms, our competitors may be able to respond more quickly and effectively than we can to new or changing opportunities, technologies, standards or customer requirements and may have the ability to initiate or withstand substantial price competition. In light of the COVID-19 pandemic, existing or new competitors have developed or further invested in telemedicine and remote medicine programs and ventures, which would compete with our virtual care ~~offerings.~~management ~~Also, current~~ and ~~potential competitors have established~~coordination, ~~and~~digital ~~may in the future establish~~health, ~~cooperative~~telehealth relationships with vendors of complementary technologies or services to increase the availability of their solutions in the marketplace. Accordingly, new competitors or alliances may emerge that have greater market share, a larger member or patient base, more widely adopted proprietary technologies, greater marketing expertise, greater financial resources and ~~larger sales forces than we have~~telemedicine, ~~which could put us at a competitive disadvantage. Our competitors could also be better positioned to serve certain segments of the healthcare market, which would limit our member~~ and ~~patient growth. In light of these factors, even if our solution is more effective than those of our competitors, current or potential members,~~ health ~~network~~information ~~partners and enterprise clients may accept competitive solutions in lieu of purchasing our solution~~exchange.

Our ~~enterprise~~competitive ~~clients~~success orand ~~health~~growth, ~~network~~which ~~partners~~can ~~may~~be ~~also~~measured ~~elect~~in topart ~~terminate~~by ~~their~~retention ~~arrangements~~of ~~with~~existing usmembers and ~~enter~~gaining ~~into~~of ~~arrangements~~new ~~with~~members ~~our~~in ~~competitors,~~both ~~particularly~~existing inand ~~primary~~target ~~care~~geographies, are contingent on our ability to simultaneously address the ~~extent~~needs ~~they~~of ~~are~~key ~~more~~stakeholders ~~favorable~~efficiently ~~from~~while adelivering ~~fee~~superior oroutcomes ~~price~~at ~~perspective~~scale orcompared ~~provide~~with ~~greater~~competitors. ~~exposure~~Over tothe years, orthe ~~volume~~number of freestanding specialty hospitals, ~~patients.~~surgery Incenters, ~~addition~~emergency departments, urgent care centers, and diagnostic imaging centers has increased significantly in ~~any~~the geographic ~~area,~~areas in which we serve and may ~~enter~~provide ~~into~~services ansimilar ~~exclusive~~to ~~contractual~~those ~~arrangement~~we ~~with~~offer. Some of our existing and potential competitors may be larger, have greater name recognition, have longer operating histories, offer a ~~single~~broader ~~health~~array ~~network~~of ~~partner~~services or a larger or more specialized medical staff, ~~which~~provide ~~could~~newer ~~allow~~or ~~competitors~~more todesirable ~~contract~~facilities ~~with~~or ~~other~~have ~~health~~significantly ~~network~~greater ~~partners~~resources inthan ~~the~~we ~~same~~do. ~~area~~Some of the clinics and ~~gain~~medical ~~market~~offices ~~share~~that compete with us are also owned by government agencies or not-for-profit ~~potential~~organizations ~~patients~~that can finance capital expenditures and operations on a tax-exempt basis. ~~Competitors~~In ~~may~~addition, ~~also~~our current or potential competitors may be ~~better~~acquired ~~positioned~~by tothird ~~contract~~parties with ~~leading~~greater ~~health~~available ~~network~~resources. ~~partners~~As ina result, our ~~target~~competitors ~~geographies,~~may ~~including~~be ~~existing~~able ~~geographies~~to respond more quickly and effectively than we can to new or changing opportunities, ~~after~~technologies, ~~our~~standards ~~current~~or ~~contracts~~customer ~~expire~~requirements and may have the ability to initiate or withstand substantial price competition. IfDriven ~~our~~in part by the COVID-19 pandemic, existing or new competitors ~~are~~have ~~better~~developed ~~able~~or tofurther ~~attract~~invested ~~patients~~in telemedicine and remote medicine programs and ventures, ~~contract~~which would compete with ~~health~~our ~~network~~virtual ~~partners~~care offerings. Also, ~~recruit~~current ~~providers~~and potential competitors have established, ~~expand~~and ~~services~~may in the future establish, cooperative relationships with vendors of complementary technologies or ~~obtain~~services ~~favorable~~to ~~managed~~increase ~~care~~the ~~contracts~~availability atof their ~~facilities~~solutions ~~than~~in wethe ~~are~~marketplace. Accordingly, wenew competitors or alliances may ~~experience~~emerge anthat ~~overall~~have ~~decline~~greater inmarket share, a larger member ~~volumes~~or ~~and~~patient ~~net~~base, ~~revenue.~~more ~~Competition~~widely ~~from~~adopted ~~specialized~~proprietary ~~providers~~technologies, ~~health~~greater ~~plans~~marketing expertise, ~~medical~~greater ~~practices~~financial resources, ~~digital~~and ~~health~~larger ~~companies~~sales ~~and~~forces ~~other~~than ~~parties~~we ~~will~~have, ~~result~~which incould ~~continued~~put ~~member~~us ~~acquisition~~at a competitive disadvantage. Our competitors could also be better positioned to serve certain segments of the healthcare market, which would limit our member and patient ~~visit~~growth. ~~and~~In ~~utilization~~light ~~volume~~of ~~pressure~~these factors, ~~which~~even ~~could~~if ~~negatively~~our ~~impact~~solution is more effective than those of our ~~revenue~~competitors, current or potential members, health network partners, and ~~market~~enterprise ~~share~~clients may accept competitive solutions in lieu of purchasing our solution.

~~Competition~~Our inenterprise ~~our~~clients ~~industry~~or ~~also~~health ~~involves~~network ~~consumer~~partners ~~perceptions~~may ofalso ~~quality~~elect ~~and~~to ~~pricing,~~terminate ~~rapidly~~their ~~changing~~arrangements ~~technologies,~~with ~~evolving~~us ~~regulatory requirements~~ and ~~industry~~enter ~~expectations,~~into ~~frequent~~arrangements ~~new~~with ~~product~~our ~~and~~competitors, ~~service~~particularly ~~introductions and changes~~ in ~~customer~~primary ~~requirements.~~care, Asto ~~access~~the toextent ~~hospital~~they ~~performance~~are ~~data~~more onfavorable ~~quality~~from ~~measures,~~a ~~patient~~fee ~~satisfaction~~or ~~surveys,~~price ~~and~~perspective ~~standard~~or ~~charges~~provide ~~for~~greater ~~services~~exposure ~~increases~~to, ~~healthcare~~or ~~consumers~~volume ~~also~~of, ~~have~~patients. ~~more~~In ~~tools~~addition, toin ~~compare~~any ~~competing~~geographic ~~providers.~~area, Ifwe ~~any~~may ofenter ~~our~~into ~~affiliated~~an ~~professional~~exclusive ~~entities~~contractual ~~achieve~~arrangement ~~poor~~with ~~results~~a ~~(or~~single ~~results~~health ~~that~~network ~~are~~partner, ~~lower~~which ~~than~~could ~~our~~allow competitors’) onto ~~quality~~contract ~~measures~~with orother ~~patient~~health ~~satisfaction~~network ~~surveys,~~partners orin ifthe ~~our~~same ~~standard~~area ~~charges~~and ~~are~~gain ormarket ~~are~~share ~~perceived~~for topotential bepatients. ~~higher~~Competitors ~~than our competitors, we~~ may ~~attract~~also ~~fewer~~be ~~members.~~better ~~Moreover,~~positioned ~~if we are unable~~ to ~~keep~~contract ~~pace~~ with ~~the~~leading ~~evolving~~health ~~needs~~network ~~of our clients, members and~~ partners ~~and~~in ~~continue~~our totarget ~~develop~~geographies, ~~enhance~~including ~~and~~existing ~~market new applications and services in a timely and efficient manner~~geographies, ~~demand~~after ~~for~~ our ~~solutions~~current ~~and~~contracts ~~services~~expire. ~~may~~If ~~be reduced and~~ our ~~business~~competitors ~~and~~are ~~results~~better ofable ~~operations~~to ~~would~~attract bepatients, ~~harmed.~~contract Wewith ~~cannot~~health ~~guarantee~~network ~~that~~partners, werecruit ~~will possess the resources~~providers, ~~either~~expand ~~financial~~services or ~~personnel,~~obtain ~~for~~favorable ~~the~~managed ~~research,~~care ~~design~~contracts ~~and~~at ~~development~~their offacilities ~~new~~than ~~applications~~we ~~or services~~are, ~~or that~~ we ~~will~~may beexperience ~~able~~an tooverall ~~utilize~~decline ~~these~~in ~~resources~~member ~~successfully~~volumes and ~~avoid~~net ~~technological~~revenue. orCompetition ~~market~~from ~~obsolescence.~~specialized ~~Further~~providers, wehealth ~~cannot~~plans, ~~assure~~medical ~~you~~practices, ~~that~~digital ~~technological~~health ~~advances~~companies, byand ~~one~~other orparties ~~more of our competitors or future competitors~~ will ~~not~~ result in ~~our~~continued ~~present~~member oracquisition ~~future applications~~ and ~~services~~patient ~~becoming~~visit ~~uncompetitive~~and orutilization ~~obsolete.~~volume Ifpressure, wewhich ~~are~~could ~~unable~~negatively toimpact ~~successfully~~our ~~compete~~revenue inand ~~the healthcare~~ market, ~~our business would be harmed~~share.

29Competition in our industry also involves consumer perceptions of quality and pricing, rapidly changing technologies, evolving regulatory requirements and industry expectations, frequent new product and service introductions and changes in customer requirements. As access to hospital performance data on quality measures, patient satisfaction surveys, and standard charges for services increases, healthcare consumers also have more tools to compare competing providers. If any of our affiliated professional entities achieve poor results (or results that are lower than our competitors’) on quality measures or patient satisfaction surveys, or if our standard charges are or are perceived to be higher than our competitors, we may attract fewer members. Moreover, if we are unable to keep pace with the evolving needs of our clients, members, and partners and continue to develop, enhance, and market new applications and services in a timely and efficient manner, demand for our solutions and services may be reduced and our business and results of operations would be harmed. We cannot guarantee that we will possess the resources, either financial or personnel, for the research, design, and development of new applications or services, or that we will be able to utilize these resources successfully and avoid technological or market obsolescence. Further, we cannot assure you that technological advances by one or more of our competitors or future competitors will not result in our present or future applications and services becoming uncompetitive or obsolete. If we are unable to successfully compete in the healthcare market, our business would be harmed.

We may not grow at the rates we historically have achieved or at all, even if our key metrics may imply future growth, which could have a negative impact on our business, financial condition, and results of operations.

We have experienced significant growth in our recent history. Future revenue may not grow at these same rates or may decline. Our future growth will depend, in part, on our ability to grow members in existing geographies, expand into new geographies, expand our service offerings, and grow our health network partnerships while maintaining high quality and efficient services. We are continually executing a number of growth initiatives, strategies, and operating plans designed to enhance our business. For example, we are expanding our strategic relationships with health network partners to build integrated delivery networks for broad access to their networks of specialists and hospitals. The anticipated benefits from these efforts are based on several assumptions that may prove to be inaccurate. We may not be able to successfully complete these growth initiatives, strategies and operating plans and realize all of the benefits, including growth targets and cost savings, that we expect to achieve, or it may be more costly to do so than we anticipate. We can provide no assurances that even if our key metrics indicate future growth, we will continue to grow our revenue or to generate net income. Moreover, our continued implementation of these programs may disrupt our operations and performance. If, for any reason, the benefits we realize are less than our estimates or the implementation of these growth initiatives, strategies and operating plans negatively impact our operations or cost more or take longer to effectuate than we expect, or if our assumptions prove inaccurate, our business, financial condition and results of operations may be harmed.

enhance our business. For example, we are expanding our strategic relationships with health network partners to build integrated delivery networks for broad access to their networks of specialists and hospitals. The anticipated benefits from these efforts are based on several assumptions that may prove to be inaccurate. We may not be able to successfully complete these growth initiatives, strategies, and operating plans and realize all of the benefits, including growth targets and cost savings, that we expect to achieve, or it may be more costly to do so than we anticipate. We can provide no assurances that even if our key metrics indicate future growth, we will continue to grow our revenue or to generate net income. Moreover, our continued implementation of these programs may disrupt our operations and performance. If, for any reason, the benefits we realize are less than our estimates or the implementation of these growth initiatives, strategies, and operating plans negatively impact our operations or cost more or take longer to effectuate than we expect, or if our assumptions prove inaccurate, our business, financial condition, and results of operations may be harmed. We also have limited experience operating our business under economic conditions characterized by high inflation or in economic recessions. We are currently operating in a more volatile inflationary environment due to macroeconomic conditions. Any future economic recessions may introduce new challenges to our business, for which we may not be able to adequately anticipate and plan . Certain of our longer-term strategic initiatives may also be obstructed or have unintended effects in the event of an economic recession, which we may not be able to predict.

If we fail to manage our growth effectively, our expenses could increase more than expected, our revenue may not increase proportionally or at all, and we may be unable to implement our business strategy.

We have experienced significant growth in recent periods, which puts strain on our business, operations and employees. For example, we grew from 1,340 employees as of December 31, 2018 to 3,~~090~~698 employees as of December 31, ~~2021 (including 791 employees from our acquisition of Iora)~~2022. We have also increased our customer and membership bases significantly over the past ~~two~~few years. We anticipate that our operations will continue to rapidly expand. To manage our current and anticipated future growth effectively, we must continue to maintain and enhance our IT infrastructure, financial and accounting systems and controls. In particular, in order for our providers to provide quality healthcare services and longitudinal care to patients and avoid burn-out, we need to provide them with adequate IT and technology support, which requires sufficient staffing for these areas. In addition, as we expand in existing geographies and move into new geographies, we will need to attract and retain an increasing number of quality healthcare professionals and providers. Failure to retain a sufficient number of providers may result in overworking of existing personnel leading to burn-out or poor quality of healthcare services. In addition, our strategy is to provide longitudinal care to members and patients, which requires substantial time and attention from our providers. We must also attract, train and retain a significant number of qualified sales and marketing personnel, customer support personnel, professional services personnel, software engineers, technical personnel, and management personnel, and the availability of such personnel, in particular software engineers, may be constrained.

A key aspect to managing our growth is our ability to scale our capabilities to implement our solutions and services satisfactorily with respect to both large and demanding enterprise clients and health network partners as well as individual consumers. Large clients and partners often require specific features or functions unique to their membership base, which, at a time of significant growth or during periods of high demand, may strain our implementation capacity and hinder our ability to successfully provide our services to our clients and partners in a timely manner. We may also need to make further investments in our technology to decrease our costs. If we are unable to address the needs of our clients, partners or members, or our clients, partners or members are unsatisfied with the quality of our solutions or services, they may not renew their contracts or memberships, seek to cancel or terminate their relationship with us or may renew on less favorable terms, any of which could harm our business and results of operations.

Failure to effectively manage our growth could also lead us to over-invest or under-invest in development and operations, result in weaknesses in our infrastructure, internal systems, processes or controls, give rise to operational mistakes, financial losses, loss of productivity or business opportunities, and result in loss of employees and reduced productivity of remaining employees. In order to manage the increasing complexities of our business, we will need to continue to scale and adapt our operational, financial and management controls, as well as our reporting systems and procedures. We may not be able to successfully implement and scale improvements to our systems, processes and controls or in connection with third party software in a timely or efficient manner or in a manner that does not negatively affect our operating results. For example, we may not be able to effectively monitor certain extraordinary contract requirements or provisions that are individually negotiated as the number of transactions continues to grow. In addition, our systems and processes may not prevent or detect all errors, omissions, or fraud, including any fraudulent activities conducted or facilitated by our employees or the providers or staff at our affiliated professional entities. Any of these events could result in our expenses increasing more than expected, lack of growth or slower than expected growth in our revenue, and inability to implement our business strategies. The quality of our services may also suffer, which could negatively affect our reputation and harm our ability to attract and retain members, clients, and partners.

30Investment of significant capital expenditures to support our growth may also divert financial resources from other projects such as the development of new applications and services. In particular, as we enter new geographies or seek to expand our presence in existing geographies, we will need to make upfront capital expenditures, including to lease and furnish medical

~~may also suffer, which could negatively affect our reputation and harm our ability to attract and retain members, clients and partners.~~33

Investment of significant capital expenditures to support our growth may also divert financial resources from other projects such as the development of new applications and services. In particular, as we enter new geographies or seek to expand our presence in existing geographies, we will need to make upfront capital expenditures, including to lease and furnish medical office space, acquire medical equipment, staff providers at such medical offices and incur related expenses. As we do not recognize patient revenue until those offices open and begin receiving patients, our margins may be reduced during the periods in which such capital expenditures were incurred. Expansion in new or existing geographies can be lengthy and cost-intensive, and we may encounter difficulties or unanticipated issues during the process of opening such new medical offices. We cannot assure you that we will be able to open our planned new medical offices, in existing or new geographies, within our operating budgets and planned timelines, or at all. Cost overruns in the process of opening new offices can result in higher than expected cost of care, exclusive of depreciation and amortization, and operating expenses as compared to revenue in the applicable quarter. In addition, we cannot assure you that new medical offices will operate efficiently or be strategically placed to attract the optimal number of patients. If an office is underperforming for any reason, we could incur additional costs to relocate or shut down that office.

It is essential to our ongoing business that our affiliated professional entities attract and retain an appropriate number of quality primary care providers to support our services and that we maintain good relations with those providers.

The success of our business depends in significant part on the number, availability, and quality of licensed primary care providers employed or contracted by our affiliated professional entities. Providers employed or contracted with our affiliated professional entities are free to terminate their association at any time. In addition, although providers who own interests in affiliated professional entities are generally subject to agreements restricting them from owning an interest in competitive facilities or transferring their ownership interests in the affiliated professional entity without our consent, we may not learn of, or may be unsuccessful in preventing, our provider partners from acquiring interests in competitive facilities or making transfers without our consent. Moreover, in certain states in which we operate, such as California, non-competition and other restrictive covenants may be limited in their enforceability, particularly against physicians and providers.

If we are unable to recruit and retain providers and other healthcare professionals, our business and results of operations could be harmed and our ability to grow could be impaired. In any particular geographical location, providers could demand higher payments or take other actions that could result in higher medical costs, less attractive service for our members or difficulty meeting regulatory or accreditation requirements. Our ability to develop and maintain satisfactory relationships with providers also may be negatively impacted by other factors not associated with us, such as changes in Medicare reimbursement levels and other pressures on healthcare providers and consolidation activity among hospitals, provider groups, and healthcare providers. We may also experience attrition in our primary care providers due to our proposed Amazon Merger.

We expect to encounter increased competition from health insurers and private equity companies seeking to acquire providers in the geographies where we operate practices and, where permitted by law, employ providers. In some geographies, provider recruitment and retention are affected by a shortage of providers and the difficulties that providers can experience in obtaining affordable malpractice insurance or finding insurers willing to provide such insurance. Providers may also leave our affiliated professional entities or perceive them as providing a poor quality of life if our affiliated professional entities do not adequately manage causes of provider burnout and workload, some of which we have little to no control over under the administrative services agreements, or ("ASAs"). Our business is dependent on providing longitudinal and long-term care for members and requires providers to consistently follow members over time, track overall long-term health and, in certain geographies, be available 24/7 for virtual care questions and services. If we are unable to efficiently manage provider workload and capacity to provide longitudinal and long-term care, our providers may depart and our patients may experience lower quality of care, which would harm our business. Furthermore, our ability to recruit and employ providers is closely regulated. For example, the types, amount and duration of compensation and assistance we can provide to recruited providers are limited by the Stark law, the Anti-kickback Statute, state anti-kickback statutes and related regulations. If we are unable to attract and retain sufficient numbers of quality providers by providing adequate support personnel, technologically advanced equipment and facilities that meet the needs of those providers and their patients, memberships and patient visits may decrease, our enterprise clients may alter or terminate their membership contracts with us and our operating performance may decline.

We incur significant upfront costs in our enterprise client and health network partner relationships, and if we are unable to maintain and grow these relationships over time, we are likely to fail to recover these costs, which could have a negative impact on our business, financial condition and results of operations.

31Our business model and growth depend heavily on achieving economies of scale because our initial upfront investment for any enterprise client or certain health network partners is costly and the associated revenue is recognized on a ratable basis. We devote significant resources to establishing relationships with our clients and partners and implementing our solutions and services. This is particularly so in the case of large enterprises that, to date, have contributed a large portion of our membership base and revenue as well as health network partners, who may require specific features or functions unique to their particular processes or under the terms of their contracts with us, including significant systems integration and interoperability undertakings. Accordingly, our results of operations will depend in substantial part on our ability to deliver a successful experience for these clients and related members and partners to persuade our clients and partners to maintain and grow their relationship with us over time. Additionally, as our business is growing significantly, our new customer and partner acquisition

Our business model and growth depend heavily on achieving economies of scale because our initial upfront investment for any enterprise client or certain health network partners is costly and the associated revenue is recognized on a ratable basis. We devote significant resources to establishing relationships with our clients and partners and implementing our solutions and services. This is particularly so in the case of large enterprises that, to date, have contributed a large portion of our membership base and revenue as well as health network partners, who may require specific features or functions unique to their particular processes or under the terms of their contracts with us, including significant systems integration and interoperability undertakings. Accordingly, our results of operations will depend in substantial part on our ability to deliver a successful experience for these clients and related members and partners to persuade our clients and partners to maintain and grow their relationship with us over time. Additionally, as our business is growing significantly, our new customer and partner acquisition costs could outpace our revenue growth and we may be unable to reduce our total operating costs through economies of scale such that we are unable to achieve profitability. Our costs of doing business could also increase significantly due to labor shortages and inflationary pressures, which could increase the cost of labor, healthcare services and supplies and rental payments for our office locations. If we fail to achieve appropriate economies of scale or if we fail to manage or anticipate the evolution and in future periods, demand of our clients and partners, our business may be harmed.34

costs could outpace our revenue growth and we may be unable to reduce our total operating costs through economies of scale such that we are unable to achieve profitability. Our costs of doing business could also increase significantly due to labor shortages and inflationary pressures, which could increase the cost of labor, healthcare services and supplies and rental payments for our office locations. If we fail to achieve appropriate economies of scale or if we fail to manage or anticipate the evolution and in future periods, demand of our clients and partners, our business may be harmed.

Our marketing cycle can be long and unpredictable and requires considerable time and expense, which may cause our results of operations to fluctuate.

The marketing cycle for our solutions and services from initial contact with a potential enterprise client or health network partner to contract execution and implementation varies widely by enterprise client or partner. Some of our partners undertake a significant and prolonged evaluation process, including to determine whether our solutions and services meet their unique healthcare needs, which evaluation can be complex given the size and scale of our clients and partners. Our contractual arrangements with our health network partners are often highly specific to each partner depending on their needs, the characteristics and patient demographics of the geographical region they serve, their growth plans and their operations, among other things. As a result, our marketing efforts to any new health network partner must be tailored to meet its specific strategic demands, which can be time consuming and require significant upfront cost. These efforts also must address interoperability between our IT infrastructure and systems and such partner’s systems, which can result in substantial cost without any assurance that we will ultimately enter into a contractual arrangement with any such partner.

Our large enterprise clients often initially restrict direct access by us to their employees to curb information overflow. As a result, we may not be able to directly market our solutions and services to, and educate, employees at our enterprise clients until much later after execution of an agreement with such clients. This can result in limited membership acquisition at any such enterprise client for a significant period of time following contract execution, and we cannot assure you that we will be able to gain sufficient membership acquisition to justify our upfront investments. Further, even after contract execution with a particular enterprise client, we generally compete with other health service providers who market to the same employees at such enterprise client, and our marketing and employee education efforts may not be successful in winning members from other competing services, many of which are traditional healthcare models that employees are more familiar with. We also incur significant marketing costs to grow awareness of our solution and services in both existing and new geographical locations for potential new members. Our marketing efforts for member acquisition are dependent in part on word of mouth, which may take substantial time to spread. In addition, for both new and existing geographic locations, we will need to continuously open medical offices in targeted locations to build awareness, which is both time-intensive and requires substantial upfront fixed costs. If our substantial upfront marketing and implementation investments do not result in sufficient sales to justify our investments, it could harm our business and results of operations.

We could experience losses or liability, including medical liability claims, causing us to incur significant expenses and requiring us to pay significant damages if not covered by insurance.

Our business entails the risk of medical liability claims against our affiliated professional entities, their providers, and 1Life and its subsidiaries and we have in the past been subject to such claims in the ordinary course of business. Although 1Life, its subsidiaries, our affiliated professional entities and individual providers may carry insurance at the entity level and at the provider level covering medical malpractice claims in amounts that we believe are appropriate in light of the risks attendant to our business, successful medical liability claims could result in substantial damage awards that exceed the limits of our affiliated professional entities' insurance coverage. Professional liability insurance is expensive and insurance premiums may increase significantly in the future, particularly as we expand our services and as the professional liability insurance market becomes more challenging due to COVID-19. As a result, adequate professional liability insurance may not be available to our providers or to us in the future at acceptable costs or at all. Any claims made against us that are not fully covered by insurance could be costly to defend against, result in substantial damage awards against us and divert the attention of our management and our providers from our operations, which could harm our business. In addition, any claims may significantly harm our business or reputation.

Moreover, we do not control the providers and other healthcare professionals at our affiliated professional entities with respect to the practice of medicine and the provision of healthcare services. While we seek to attract high quality professionals, the risk of liability, including through unexpected medical outcomes, is inherent in the healthcare industry, and negative outcomes may result for any of our members. We attempt to limit our liability to members, clients and partners by contract; however, the limitations of liability set forth in the contracts may not be enforceable or may not otherwise protect us from liability for damages. Additionally, we may be subject to claims that are not explicitly covered by such contractual limits.

We also maintain general liability coverage for certain risks, claims and litigation proceedings. However, this coverage may not continue to be available on acceptable terms or in sufficient amounts to cover one or more large claims against us, and may include larger self-insured retentions or exclusions. In addition, the insurer might deny coverage for the claims we submit or disclaim coverage as to any future claim. Any liability claim brought against us, or any ensuing litigation, regardless of merit, could result in a substantial cost to us, divert management’s attention from operations and could also result in an increase of our insurance premiums and damage to our reputation. A successful claim not fully covered by our insurance could have a negative impact on our liquidity, financial condition, and results of operations.

or disclaim coverage as to any future claim. Any liability claim brought against us, or any ensuing litigation, regardless of merit, could result in a substantial cost to us, divert management’s attention from operations and could also result in an increase of our insurance premiums and damage to our reputation. A successful claim not fully covered by our insurance could have a negative impact on our liquidity, financial condition, and results of operations.

Current or future litigation against us could be costly and time-consuming to defend.

We are subject, and in the future may become subject from time to time, to legal proceedings and claims that arise in the ordinary course of business such as claims brought by our members, clients or partners in connection with commercial disputes, consumer class action claims, employment claims made by our current or former employees, technology errors or omissions, medical malpractice, professional negligence or other related actions or claims inherent in the provision of healthcare services as well as other litigation matters. In particular, as we grow our base of consumer members, we may be subject to an increasing number of consumer claims, disputes and class action complaints, including an ongoing ~~claim~~claims alleging misrepresentations with respect to our membership fees. While our membership terms generally require individual arbitration, we cannot assure you that such terms will be enforced, which may result, and has resulted in the past, in costly class action litigation. Litigation may result in substantial costs, settlement and judgments and may divert management’s attention and resources, which may substantially harm our business, financial condition and results of operations. Insurance may not cover such claims, may not provide sufficient payments to cover all of the costs to resolve one or more such claims and may not continue to be available on terms acceptable to us. A claim brought against us that is uninsured or underinsured could result in unanticipated costs, thereby leading analysts or potential investors to reduce their expectations of our performance, which could reduce the market price of our common stock.

Our labor costs could be negatively impacted by competition for staffing, the shortage of experienced nurses and providers and labor union activity.

The operations of our affiliated professional entities are dependent on the efforts, abilities and experience of our management and medical support personnel, including nurses, therapists and lab technicians, as well as our providers. We compete with other healthcare providers in recruiting and retaining employees, and, like others in the healthcare industry, we continue to experience a shortage of nurses and providers in certain disciplines and geographic areas. As a result, from time to time, we may be required to enhance wages and benefits to recruit and retain experienced employees, make greater investments in education and training for newly licensed medical support personnel, or hire more expensive temporary or contract employees. Furthermore, state-mandated nurse-staffing ratios in California affect not only our labor costs, but, if we are unable to hire the necessary number of experienced nurses to meet the required ratios, they may also cause us to limit patient volumes, which would have a corresponding negative impact on our net revenue. In addition, while none of our employees are represented by a labor union as of December 31, ~~2021~~2022, our employees may seek to be represented by one or more labor unions in the future. If some or all of our employees were to become unionized, it could increase labor costs, among other expenses, and may require us to adjust our employee policies and protocols. Further, labor is subject to external factors that are beyond our control, including the competitive market for skilled workers and leaders in the healthcare industry, cost inflation, the COVID-19 pandemic and workforce participation rates. In general, our failure to recruit and retain qualified management, experienced nurses and other medical support personnel, or to control labor costs, could harm our business.

In order to support the growth of our business, we may need to incur additional indebtedness or seek capital through new equity or debt financings, which sources of additional capital may not be available to us on acceptable terms or at all.

Our operations have consumed substantial amounts of cash since inception and we intend to continue to make significant investments to support our business growth, respond to business challenges or opportunities, expand our services in new geographic locations, enhance our operating infrastructure and existing solutions and services and potentially acquire complementary businesses and technologies. For the years ended December 31, ~~2020~~2021 and ~~2021~~2022, our net cash used in operating activities was $88.6 million and $211.8 million, respectively. As of December 31, 2022, we had $215.4 million of cash and cash equivalents and $47.0 million of marketable securities, which are held for working capital purposes. As of December 31, 2022, we had $316.3 million aggregate principal amount of debt outstanding under our 3.0% convertible senior notes due in May 2025 (the "2025 Notes").

33As of December 31, 2022, we have also deferred payroll taxes in the amount of $5.0 million and received $4.3 million in grants as part of the Coronavirus Aid, Relief and Economic Security Act ("CARES Act"), through the Provider Relief Fund ("PRF") of HHS, to help offset the impact of increased healthcare related expenses and lost revenues attributable to the COVID-19 pandemic. We are not required to repay this grant, provided we attest to and comply with certain terms and conditions, including the use of PRF funds for only permitted purposes and only after funds from other sources obligated to reimburse recipients have been applied. If we are unable to attest to or comply with current or future terms and conditions, our ability to retain some or all of the PRF funds received may be impacted.

activities was $4.4 million and $88.6 million, respectively. As of December 31, 2021, we had $342.0 million of cash and cash equivalents and $160.0 million of marketable securities, which are held for working capital purposes. As of December 31, 2021, we had $316.3 million aggregate principal amount of debt outstanding under our convertible senior notes issued in May 2020, or the 2025 Notes.36

AsOur offuture ~~December 31,~~capital ~~2021,~~requirements wemay ~~have~~be ~~also~~significantly ~~deferred~~different ~~payroll~~from ~~taxes~~our incurrent ~~the~~estimates ~~amount~~and ofwill ~~$5.0~~depend ~~million~~on ~~and~~many ~~received~~factors, ~~$1.8~~including ~~million~~our ingrowth ~~grants~~rate, asmembership ~~part~~renewal ofactivity ~~the~~and ~~Coronavirus Aid~~growth, ~~Relief~~the timing and ~~Economic~~extent ~~Security~~of ~~Act,~~spending orto ~~CARES~~support ~~Act~~development efforts, ~~through~~ the ~~Provider~~expansion ~~Relief~~of ~~Fund,~~sales orand ~~PRF~~marketing activities, of the ~~U.S.~~introduction ~~Department~~ of ~~Health~~new ~~and~~or ~~Human~~enhanced ~~Services~~services, orexpansion ~~HHS,~~of services to ~~help~~new ~~offset~~geographic ~~the~~locations, ~~impact~~addition of ~~increased~~new ~~healthcare~~health ~~related~~network ~~expenses~~partners and ~~lost~~the ~~revenues~~continuing ~~attributable~~market toacceptance ~~the~~of ~~COVID-19~~our ~~pandemic~~healthcare services. WeAccordingly, ~~are~~we ~~not~~may ~~required~~need to ~~repay~~engage ~~this~~in ~~grant,~~equity ~~provided~~or wedebt ~~attest~~financings or collaborative arrangements to ~~and~~secure ~~comply~~additional funds. The Merger Agreement with Amazon contains certain ~~terms~~covenants ~~and~~that ~~conditions~~may restrict or limit our ability to raise capital, including ~~the~~through ~~use~~a ofdebt ~~PRF~~financing. If we raise additional funds ~~for~~through ~~only~~further ~~permitted~~issuances ~~purposes~~of ~~and~~equity ~~only~~or ~~after~~convertible ~~funds~~debt ~~from~~securities, ~~other~~our ~~sources~~existing ~~obligated~~stockholders tocould ~~reimburse~~suffer ~~recipients~~significant ~~have~~dilution, ~~been~~and ~~applied.~~any Ifnew equity securities we ~~are~~issue ~~unable~~could tohave ~~attest~~rights, topreferences orand ~~comply~~privileges ~~with~~superior ~~current~~to orthose ~~future~~of ~~terms~~holders ~~and~~of ~~conditions~~our common stock. Moreover, refinancing our ~~ability~~debt toor ~~retain~~taking ~~some~~a ornumber ~~all~~of other actions under the terms of the ~~PRF~~indenture ~~funds~~governing ~~received~~the ~~may~~2025 beNotes ~~impacted~~could have the effect of diminishing our ability to make payments on the notes when due.

~~Our~~Any ~~future~~debt ~~capital~~financing ~~requirements~~secured ~~may~~by beus ~~significantly~~in ~~different~~the ~~from our current estimates and will depend on many factors~~future, including ~~our~~pursuant ~~growth~~to ~~rate,~~the ~~membership~~Loan ~~renewal~~Agreement ~~activity~~with ~~and growth~~Amazon, ~~the~~could ~~timing~~involve ~~and~~additional ~~extent~~restrictive ofcovenants ~~spending~~relating to ~~support~~our ~~development~~capital-raising ~~efforts,~~activities ~~the~~and ~~expansion~~other offinancial ~~sales~~ and ~~marketing~~operational ~~activities~~matters, ~~the~~which ~~introduction~~may ofmake ~~new~~it ormore ~~enhanced~~difficult ~~services,~~for ~~expansion~~us ~~of services~~ to ~~new~~obtain ~~geographic~~additional ~~locations~~capital, ~~addition~~incur ofadditional ~~new~~debt ~~health network partners~~ and ~~the~~to ~~continuing~~pursue ~~market~~business ~~acceptance of our healthcare services. Accordingly~~opportunities, weincluding ~~may~~potential ~~need~~acquisitions ~~to engage in equity~~ or ~~debt~~other ~~financings~~strategic ~~or collaborative arrangements to secure additional funds~~transactions. IfIn weaddition, ~~raise~~during ~~additional~~times ~~funds through further issuances~~ of ~~equity~~economic instability or ~~convertible~~volatility ~~debt securities~~in, ~~our~~the ~~existing~~credit ~~stockholders~~and ~~could~~financial ~~suffer~~markets ~~significant~~in ~~dilution,~~the ~~and~~United ~~any~~States ~~new~~and ~~equity~~worldwide, ~~securities~~it wehas ~~issue~~been ~~could~~difficult ~~have~~for ~~rights,~~many ~~preferences~~companies ~~and~~to ~~privileges~~obtain ~~superior~~financing toin ~~those~~the ofpublic ~~holders~~markets ofor ~~our~~to ~~common~~obtain ~~stock.~~debt ~~Moreover~~financing, ~~while~~and we ~~are~~may not ~~restricted~~be ~~from~~able ~~incurring~~to obtain additional ~~debt,~~financing ~~securing~~on ~~existing~~commercially orreasonable ~~future debt~~terms, ~~recapitalizing~~if ~~our~~at ~~debt~~all. orIf ~~taking~~we aare ~~number~~unable ofto ~~other~~obtain ~~actions~~adequate ~~under~~financing ~~the~~or ~~terms~~financing ofon ~~the~~terms ~~indenture~~satisfactory ~~governing~~to ~~the 2025 Notes~~us, ~~such~~it ~~actions~~ could ~~have~~harm ~~the effect of diminishing~~ our ~~ability~~business toand ~~make~~growth ~~payments on the notes when due~~prospects.

Any debt financing secured by us in the future could involve additional restrictive covenants relating to our capital-raising activities and other financial and operational matters, which may make it more difficult for us to obtain additional capital and to pursue business opportunities, including potential acquisitions. In addition, during times of economic instability, including the recent disruptions to, and volatility in, the credit and financial markets in the United States and worldwide resulting from the ongoing COVID-19 pandemic, it has been difficult for many companies to obtain financing in the public markets or to obtain debt financing, and we may not be able to obtain additional financing on commercially reasonable terms, if at all. If we are unable to obtain adequate financing or financing on terms satisfactory to us, it could harm our business and growth prospects.

Our revenues have historically been concentrated among our top customers, and the loss of any of these customers could reduce our revenues and adversely impact our operating results.

Historically, our revenue has been concentrated among a small number of customers. In ~~2020~~2021 and ~~2021~~2022, our top three customers accounted for 3532% and 3243% of our net revenue, respectively. These customers included commercial payers and a health network partner. ~~This customer mix may also shift in the near and medium term as a result of our recent acquisition of Iora.~~ The loss of one or more of these customers could reduce our revenue, harm our results of operations and limit our growth.

Our quarterly results may fluctuate significantly, which could adversely impact the value of our common stock.

Our quarterly results of operations, including our net revenue, loss from operations, net loss and cash flows, have varied and may vary significantly in the future, and period-to-period comparisons of our results of operations may not be meaningful. Accordingly, our quarterly results should not be relied upon as an indication of future performance. Our quarterly financial results have fluctuated, and may fluctuate in the future, as a result of a variety of factors, many of which are outside of our control, including, without limitation, the following:

•the addition or loss of health network partners or enterprise clients, including through acquisitions or consolidations of such entities;

•the addition or loss of contracts with, or modification of contract terms with, payers, including the reduction of reimbursements for our services or the termination of our network contracts with payers;

•seasonal and other variations in the timing and volume of patient visits, such as the historically higher volume of use of our service during peak cold and flu season months or due to COVID-19;

•fluctuations in unemployment rates resulting in reductions in total members;

•slowdown in the overall economy resulting in losses of enterprise clients as they scale back on expenses;

•new enterprise sponsorships and renewal of existing enterprise sponsorships and the timing thereof as well as enterprise and consumer member activation and renewal and timing thereof;

•the timing of recognition of revenue;

•the amount and timing of operating expenses related to the maintenance and expansion of our business, operations and infrastructure, including upfront capital expenditures and other costs related to expanding in existing or entering new geographical locations, as well as providing administrative and operational services to our affiliated professional entities under the ASAs;

•our ability to effectively estimate the potential costs of medical services incurred, including under our at-risk arrangements, and the adequacy of our reserves for such incurred but not reported claims for medical services, which could result in fluctuations in our quarterly results and may not accurately reflect the underlying performance of our business within a given period; 37

•our ability to effectively estimate the potential costs of medical services incurred, including under our at-risk arrangements, and the adequacy of our reserves for such incurred but not reported claims for medical services, in either case including due to increased visits and costs following a future COVID-19 outbreak, which could result in fluctuations in our quarterly results and may not accurately reflect the underlying performance of our business within a given period;

•our ability to effectively manage the size and composition of our proprietary network of healthcare professionals relative to the level of demand for services from our members;

•the timing and success of introductions of new applications and services by us or our competitors, including well-known competitors with significant market clout and perceived ability to compete favorably due to access to resources and overall market reputation;

•changes in the competitive dynamics of our industry, including consolidation among competitors, health network partners or enterprise clients; and

•the timing of expenses related to the development or acquisition of technologies or businesses and potential future charges for impairment of goodwill from acquired companies.

Most of our net revenue in any given quarter is derived from contracts entered into with our partners and clients during previous quarters as well as membership fees that are recognized ratably over the term of each membership. Consequently, a decline in new or renewed contracts or memberships in any one quarter may not be fully reflected in our net revenue for that quarter. Such declines, however, would negatively affect our net revenue in future periods and the effect of loss of members, and potential changes in our rate of renewals or renewal terms, may not be fully reflected in our results of operations until future periods. While we encourage enterprise clients to purchase memberships off of their periodic enrollment cycle, we cannot guarantee that they will do so. Accordingly, the effect of changes in the industry impacting our business or loss of members may not be reflected in our short-term results of operations.

In addition, revenues associated with our At-Risk arrangements are subject to significant estimation risk related to reserves for incurred but not reported claims. If the actual claims expense differs significantly from the estimated liability due to differences in utilization of healthcare services, the amount of charges and other factors, it could negatively impact our revenue and have a material adverse impact on our business, results of operations, financial condition and cash flows. For example, future outbreaks of COVID-19 may significantly increase actual claims which are difficult to forecast or predict, and as a result, may cause estimated liability to differ significantly. Any fluctuation in our quarterly results may not accurately reflect the underlying performance of our business and could cause a decline in the trading price of our common stock.

If we lose key members of our senior management team or are unable to attract and retain executive officers and employees we need to support our operations and growth, our business and growth may be harmed.

Our success depends largely upon the continued services of our key executive officers, particularly our Chair, Chief Executive Officer and President and 1Life's Chief Medical Officer. These executive officers are at-will employees and therefore they may terminate employment with us at any time with no advance notice. We also do not maintain any key person life insurance policies. Further, we rely on our leadership team in the areas of research and development, marketing, services and general and administrative functions. From time to time, there may be changes in our executive management team resulting from the hiring or departure of executives, which could disrupt our business. The replacement of one or more of our executive officers or other key employees would likely involve significant time and costs and may significantly delay or prevent the achievement of our business objectives. We are particularly dependent on 1Life's Chief Medical Officer, who is the sole director and officer of many of the affiliated professional entities and is responsible for overseeing the operation of several of such entities, among other roles. While we have succession plans in place and have employment or service arrangements with a limited number of key executives, these measures do not guarantee that the services of these or suitable successor executives will continue to be available to us.

35To continue to execute our growth strategy, we also must attract and retain highly skilled personnel. Competition is intense for qualified professionals and we may not be successful in continuing to attract and retain qualified personnel. We have from time to time in the past experienced, and we expect to continue to experience in the future, difficulty in hiring and retaining highly skilled personnel with appropriate qualifications. The pool of qualified personnel with experience working in the healthcare market is limited overall. In addition, many of the companies with which we compete for experienced personnel have greater resources than we have. Further, labor is subject to external factors that are beyond our control, including the competitive market for skilled workers and leaders in the healthcare industry, cost inflation, the COVID-19 pandemic and workforce participation rates. As a result, our success is dependent on our ability to evolve our culture, align our talent with our

director and officer of many of the affiliated professional entities and is responsible for overseeing the operation of several of such entities, among other roles. While we have succession plans in place and have employment or service arrangements with a limited number of key executives, these measures do not guarantee that the services of these or suitable successor executives will continue to be available to us. 38

To continue to execute our growth strategy, we also must attract and retain highly skilled personnel. Competition is intense for qualified professionals and we may not be successful in continuing to attract and retain qualified personnel. We have from time to time in the past experienced, and we expect to continue to experience in the future, difficulty in hiring and retaining highly skilled personnel with appropriate qualifications. The pool of qualified personnel with experience working in the healthcare market is limited overall. In addition, many of the companies with which we compete for experienced personnel have greater resources than we have. Further, labor is subject to external factors that are beyond our control, including the competitive market for skilled workers and leaders in the healthcare industry, cost inflation, the COVID-19 pandemic and workforce participation rates. As a result, our success is dependent on our ability to evolve our culture, align our talent with our business needs, engage our employees and inspire our employees to be open to change, to innovate and to maintain member- and customer-focus when delivering our services.

In addition, job candidates often consider the value of the stock options or other equity-based awards they are to receive in connection with their employment. Volatility in the price of our stock may, therefore, negatively impact our ability to attract or retain highly skilled personnel. Further, the requirement to expense stock options and other equity-based compensation may discourage us from granting the size or type of stock option or equity awards that job candidates require to join our company. Inflationary pressures, or stress over economic, geopolitical, or pandemic-related events such as those the global market is currently experiencing, may also result in employee attrition. Our business would be harmed if we fail to adequately plan for succession of our executives and senior management; or if we fail to effectively recruit, integrate, retain and develop key talent and/or align our talent with our business needs and the current rapidly changing environment.

We may acquire other companies or technologies, which could divert our management’s attention, result in dilution to our stockholders and otherwise disrupt our operations and we may have difficulty integrating any such acquisitions successfully or realizing the anticipated benefits therefrom, any of which could harm our business.

The Merger Agreement with Amazon provides for certain restrictions on our activities until the Effective Time (as defined in the Merger Agreement) or until the Merger Agreement is terminated, including restrictions on our ability to acquire any business. We may seek to acquire or invest in businesses, applications and services or technologies that we believe could complement or expand our business, enhance our technical capabilities or otherwise offer growth opportunities. For example, we ~~recently~~ completed our acquisition of Iora in an all-stock transaction and our stockholders incurred substantial dilution. For additional risks related to the acquisition of Iora, please refer to "—Risks Related to the Acquisition of Iora." The pursuit of potential acquisitions may divert the attention of management and cause us to incur various expenses in identifying, investigating and pursuing suitable acquisitions, whether or not they are consummated. We ~~do not~~ have alimited ~~history~~experience of acquiring or investing in businesses, applications and services or technologies and may not have the experience or capabilities to successfully execute such transactions or integrate them following consummation.

In addition, if we acquire additional businesses, we may not be able to integrate the acquired personnel, operations and technologies successfully, or effectively manage the combined business following the acquisition. We also may not achieve the anticipated benefits from the acquired business due to a number of factors, including, but not limited to:

•inability to integrate or benefit from acquired technologies or services in a profitable manner;

•~~lack~~limited of experience in making acquisitions and integrating acquired businesses or assets;

•unanticipated costs or liabilities associated with the acquisition;

•difficulty integrating the accounting systems, operations and personnel of the acquired business;

•difficulties and additional expenses associated with supporting legacy products and hosting infrastructure of the acquired business;

•diversion of management’s attention from other business concerns;

•negative impacts to our existing relationships with enterprise clients or health network partners as a result of the acquisition;

•the potential loss of key employees;

•use of resources that are needed in other parts of our business;

•deficiencies associated with the assets or companies we acquire or ineffective or inadequate controls, procedures or policies at any acquired business that were not identified in advance and may result in significant unanticipated costs; and

•use of substantial portions of our available cash to consummate the acquisition.

The effectiveness of our due diligence review of potential acquisitions and assessments of potential benefits or synergies are dependent upon the accuracy and completeness of statements and disclosures made or actions taken by the companies we acquire or their representatives. We may fail to accurately forecast the financial impact of an acquisition transaction, including tax and accounting charges. In addition, a significant portion of the purchase price of companies we acquire may be allocated to acquired goodwill and other intangible assets, which must be assessed for impairment at least annually. In the future, if our acquisitions do not yield expected returns, we may be required to take charges to our results of operations based on this impairment assessment process, which could harm our results of operations.

acquired goodwill and other intangible assets, which must be assessed for impairment at least annually. In the future, if our acquisitions do not yield expected returns, we may be required to take charges to our results of operations based on this impairment assessment process, which could harm our results of operations.

Acquisitions could also result in dilutive issuances of equity securities or the incurrence of debt, which could harm our results of operations. In addition, if an acquired business fails to meet our expectations, our business may be harmed.

The estimates of market opportunity and forecasts of market and revenue growth included in this Annual Report may prove to be inaccurate, and even if the market in which we compete achieves the forecasted growth, our business could fail to grow at similar rates, if at all.

Market opportunity estimates and growth forecasts are subject to significant uncertainty and are based on assumptions and estimates that may not prove to be accurate. In particular, the size and growth of the overall U.S. healthcare market is subject to significant variables, including a changing regulatory environment and population demographic, which can be difficult to measure, estimate or quantify. Our business depends on member acquisition and retention, which further drives revenue from our contracts with health network partners. Estimates and forecasts of these factors in any given market is difficult and affected by multiple variables such as population growth, concentration of enterprise clients and population density, among other things. Further, we cannot assure you that we will be able to sufficiently penetrate certain market segments included in our estimates and forecasts, including due to limited deployable capital, ineffective marketing efforts or the inability to develop sufficient presence in a given market to gain members or contract with employers and health network partners in that market. Once we acquire a consumer or enterprise member, apart from fixed annual membership fees and payments from health care partners, we primarily derive revenue from patient in-office visits, which may be difficult to forecast over time, particularly as our billable service mix continues to expand~~, including due to the COVID-19 pandemic~~. Finally, our contractual arrangements with health network partners typically have highly tailored capitation and other fee structures which vary across health network partners and are dependent on either the number of members that receive healthcare services in a health network partner’s network or the volume and expense of the care received by At-Risk members. As a result, we may not be able to accurately forecast revenue from our health network partners. For these reasons, the estimates and forecasts in this Annual Report relating to the size and expected growth of our target markets may prove to be inaccurate. Even if the markets in which we compete meet our size estimates and forecasted growth, our business could fail to grow at similar rates, if at all.

Natural or man-made disasters and other similar events may significantly disrupt our business and negatively impact our business, financial condition and results of operations.

Our offices and facilities may be harmed or rendered inoperable by natural or man-made disasters, including earthquakes, extreme weather conditions (including adverse weather conditions caused by global climate change or otherwise), power outages, fires, floods, protests and civil unrest, nuclear disasters and acts of terrorism or other criminal activities, which may result in physical damage to our offices, temporary office closures and could render it difficult or impossible for us to operate our business for some period of time. In particular, certain of the facilities we lease to house our computer and telecommunications equipment are located in the San Francisco Bay Area, a region known for seismic activity, and our insurance coverage may not compensate us for losses that may occur in the event of an earthquake or other significant natural disaster. Any disruptions in our operations related to ~~the~~damage to, or repair or replacement of our offices, could negatively impact our business and results of operations and harm our reputation. Although we maintain an insurance policy covering damages to our property and, in certain situations, interruptions to our business, such insurance may not be available or sufficient to compensate for the different types of associated losses that may occur, including business interruption losses. Any such losses or damages could harm our business, financial condition and results of operations. In addition, our health network partners’ facilities may be harmed or rendered inoperable by such natural or man-made disasters, which may cause disruptions, difficulties or other negative effects on our business and operations.

Risks Related to Government Regulation

The impact of healthcare reform legislation and other changes in the healthcare industry and in healthcare spending is currently unknown, but may harm our business.

Our revenue is dependent on the healthcare industry and could be affected by changes in healthcare spending and policy. The healthcare industry is subject to changing political, regulatory and other influences. The Patient Protection and Affordable Care Act, or ("ACA"), made major changes in how health care is delivered and reimbursed, and increased access to health insurance benefits to the uninsured and underinsured populations in the United States. ACA, among other things, increased the number of individuals with Medicaid and private insurance coverage.

ACA has been subject to legislative and regulatory changes and court challenges and there is uncertainty regarding whether, when, and how ACA may be changed, the ultimate outcome of court challenges and how the law will be interpreted and implemented. Changes by Congress or government agencies could eliminate or alter provisions beneficial to us, while leaving in place provisions reducing our reimbursement or otherwise negatively impacting our business.

In addition, current and prior healthcare reform proposals have included the concept of creating a single payer such as “Medicare for All” or a public option for health insurance. If enacted, these proposals could have an extensive impact on the healthcare industry, including us and may impact our business, financial condition, results of operations, cash flows and the trading price of our security. We are unable to predict whether such reforms may be enacted or their impact on our operations.

We are also impacted by the Medicare Access and CHIP Reauthorization Act, under which physicians must choose to participate in one of two payment formulas, Merit-Based Incentive Payment System, or ("MIPS"), or Alternative Payment Models, or ("APMs"). Beginning in 2019, MIPS allows eligible physicians to receive upward or downward adjustments to their Medicare Part B payments based on certain quality and cost metrics, among other measures. As an alternative, physicians can choose to participate in an Advanced APM. Advanced APMs are exempt from the MIPS requirements, and physicians who are meaningful participants in APMs will receive bonus payments from Medicare pursuant to the law.

We expect that additional state and federal healthcare reform measures will be adopted in the future, any of which could limit the number of individuals who qualify for health care coverage and amounts that federal and state governments and other third-party payers will pay for healthcare services, which could harm our business, financial condition and results of operations.

Our arrangements with health networks may be subject to governmental or regulatory scrutiny or challenge.

Some of our relationships with health networks involve risk arrangements, such as capitated payments designed to achieve alignment of financial incentives and to encourage close collaboration on clinical care for patients. Although we believe that our health network contracts involving capitated payments comply with the federal Anti-Kickback Statute and the Stark Law, we cannot assure you that regulators or other governmental entities will agree with our interpretation of these arrangements under applicable law. Our health network partnerships may be subject to scrutiny or investigation from time to time by regulators or other governmental entities, which may be lengthy, costly, and divert resources and our management’s attention from managing our business and growth. If our health network partnerships are challenged and found to violate the Anti-Kickback Statute or the Stark Law, we could incur substantial financial penalties, reimbursement denials, repayments or recoupments, or exclusion from participation in government healthcare programs, any of which could harm our business.

Evolving government regulations may increase costs or negatively impact our results of operations.

Our operations may be subject to direct and indirect adoption, expansion, revision or reinterpretation of various laws and regulations. In the event any such changes in law or interpretation impacts our services or contractual arrangements, we may be required to modify such services, or revise our arrangements, in a manner that undermines the attractiveness of services or may not preserve the same economics, or may be required to discontinue such arrangements. In each case, our revenue may decline and our business may be harmed. Compliance with changes in interpretation of laws and regulations may require us to change our practices at an undeterminable and possibly significant initial and recurring monetary expense. These additional monetary expenditures may increase future overhead, which could harm our results of operations.

We have identified what we believe are areas of government regulation that, if changed, could be costly to us. These include: fraud, waste and abuse laws; rules governing the practice of medicine by providers; licensure standards for primary care providers and behavioral health professionals; laws limiting the corporate practice of medicine and professional fee splitting; laws, regulations, and other requirements applicable to the Medicare program (including any CMMI programs in which we may participate); tax laws and regulations applicable to our annual membership fees; cybersecurity and privacy laws; laws and rules relating to the distinction between independent contractors and employees (including developments in California that have expanded the scope of workers that are treated as employees instead of independent contractors); and tax and other laws encouraging employer-sponsored health insurance and group benefits. There could be laws and regulations applicable to our business that we have not identified or that, if changed, may be costly to us, and we cannot predict all the ways in which implementation of such laws and regulations may affect us.

splitting; tax laws and regulations applicable to our annual membership fees; cybersecurity and privacy laws; laws and rules relating to the distinction between independent contractors and employees (including recent developments in California that have expanded the scope of workers that are treated as employees instead of independent contractors); and tax and other laws encouraging employer-sponsored health insurance and group benefits. There could be laws and regulations applicable to our business that we have not identified or that, if changed, may be costly to us, and we cannot predict all the ways in which implementation of such laws and regulations may affect us.

We are dependent on our relationships with affiliated professional entities that we may not own to provide healthcare services and our business would be harmed if those relationships were disrupted or if our arrangements with these affiliated professional entities become subject to legal challenges.

The corporate practice of medicine prohibition exists in some form, by statute, regulation, board of medicine or attorney general guidance, or case law, in certain of the states in which we operate. These laws generally prohibit the practice of medicine by lay persons or entities and are intended to prevent unlicensed persons or entities from interfering with or inappropriately influencing providers’ professional judgment. As a result, many of our affiliated professional entities that deliver healthcare services to our members are wholly owned by providers licensed in their respective states, including Andrew Diamond, M.D., Ph.D., 1Life's Chief Medical Officer who oversees the operation of several of the affiliated professional entities as the sole director and officer of many of the affiliated professional entities. Under the ASAs between 1Life and/or its subsidiaries with each affiliated professional entity, we provide various administrative and operations support services in exchange for scheduled fees at the fair market value of our services provided to each affiliated professional entity. As a result, our ability to receive cash fees from the affiliated professional entities is limited to the fair market value of the services provided under the ASAs. To the extent our ability to receive cash fees from the affiliated professional entities is limited, our ability to use that cash for growth, debt service or other uses at the affiliated professional entity may be impaired and, as a result, our results of operations and financial condition may be adversely affected.

deliver healthcare services to our members are wholly owned by providers licensed in their respective states, including Andrew Diamond, M.D., Ph.D., 1Life's Chief Medical Officer who oversees the operation of several of the affiliated professional entities as the sole director and officer of many of the affiliated professional entities. Under the ASAs between 1Life and/or its subsidiaries with each affiliated professional entity, we provide various administrative and operations support services in exchange for scheduled fees at the fair market value of our services provided to each affiliated professional entity. As a result, our ability to receive cash fees from the affiliated professional entities is limited to the fair market value of the services provided under the ASAs. To the extent our ability to receive cash fees from the affiliated professional entities is limited, our ability to use that cash for growth, debt service or other uses at the affiliated professional entity may be impaired and, as a result, our results of operations and financial condition may be adversely affected.

Our ability to perform medical and digital health services in a particular U.S. state is directly dependent upon the applicable laws governing the practice of medicine, healthcare delivery and fee splitting in such locations, which are subject to changing political, regulatory and other influences. The extent to which a U.S. state considers particular actions or contractual relationships to constitute the practice of medicine is subject to change and to evolving interpretations by medical boards and state attorneys general, among others, each of which has broad discretion. There is a risk that U.S. state authorities in some jurisdictions may find that our contractual relationships with the affiliated professional entities, which govern the provision of medical and digital health services and the payment of administrative and operations support fees, violate laws prohibiting the corporate practice of medicine and fee splitting. Accordingly, we must monitor our compliance with laws in every jurisdiction in which we operate on an ongoing basis, and we cannot provide assurance that our activities and arrangements, if challenged, will be found to be in compliance with the law. Additionally, it is possible that the laws and rules governing the practice of medicine, including the provision of digital health services, and fee splitting in one or more jurisdictions may change in a manner adverse to our business. While the ASAs prohibit us from controlling, influencing or otherwise interfering with the practice of medicine at each affiliated professional entity, and provide that physicians retain exclusive control and responsibility for all aspects of the practice of medicine and the delivery of medical services, we cannot assure you that our contractual arrangements and activities with the affiliated professional entities will be free from scrutiny from U.S. state authorities, and we cannot guarantee that subsequent interpretation of the corporate practice of medicine and fee splitting laws will not circumscribe our business operations. State corporate practice of medicine doctrines also often impose penalties on physicians themselves for aiding the corporate practice of medicine, which could discourage providers from participating in our network of physicians. If a successful legal challenge or an adverse change in relevant laws were to occur, and we were unable to adapt our business model accordingly, our operations in affected jurisdictions would be disrupted, which could harm our business.

Any material changes in our relationship with or among the affiliated professional entities, whether resulting from a dispute among the entities, a challenge from a governmental regulator, a change in government regulation, or the loss of these relationships or contracts with the affiliated professional entities, could impair our ability to provide services to our members and could harm our business. For example, our arrangements in place to help ensure an orderly succession of the owner or owners of certain of the affiliated professional entities upon the occurrence of certain events may be challenged, which may impact our relationship with the affiliated professional entities and harm our business and results of operations. The ASAs and these succession arrangements could also subject us to additional scrutiny by federal and state regulatory bodies regarding federal and state fraud and abuse laws. Any scrutiny, investigation or litigation with regard to our arrangement with the affiliated professional entities, and any resulting penalties, including monetary fines and restrictions on or mandated changes to our current business and operating arrangements, could harm our business.

Noncompliance with billing and documentation requirements could result in non-payment or subject us to audits, billing or other compliance investigations by government authorities, private payers or health network partners.

Payers typically have differing and complex billing and documentation requirements. If we fail to comply with these payer-specific requirements, we may not be paid for our services or payment may be substantially delayed or reduced. Moreover, federal and state laws, rules and regulations impose substantial penalties, including criminal and civil fines, monetary penalties, exclusion from participation in government healthcare programs and imprisonment, on entities or individuals (including any individual corporate officers or physicians deemed responsible) that fraudulently or wrongfully bill government-funded programs or other third-party payers for healthcare services. Both federal and state government agencies have heightened and coordinated civil and criminal enforcement efforts as part of numerous ongoing investigations of healthcare companies, as well as their executives and managers, with enforcement actions covering a variety of topics, including referral and billing practices. Further, the federal False Claims Act and a growing number of state laws allow private parties to bring qui tam or “whistleblower” lawsuits against companies for false billing violations. Some of our activities could become the subject of governmental investigations or inquiries.

From time to time in the ordinary course of business, governmental agencies and private payers also conduct audits of healthcare providers like us. For example, as a result of our participation in the Medicare program, including through CMS’' ~~Direct~~ACO ~~Contracting~~REACH Program, we are also subject to various governmental inspections, reviews, audits and investigations to verify our compliance with the Medicare program and applicable laws and regulations. We also periodically conduct internal audits and reviews of our regulatory compliance and our health network partners can also conduct audits under their agreements with us. Such audits could result in the incurrence of additional costs and diversion of management’s time and attention. In addition, such audits could trigger repayment demands based on findings that our services were not medically necessary, were billed at an improper level or otherwise violated applicable billing requirements or contractual terms. Our failure to comply with rules related to billing or adverse findings from such audits could result in, among other penalties:

and reviews of our regulatory compliance and our health network partners can also conduct audits under their agreements with us. Such audits could result in the incurrence of additional costs and diversion of management’s time and attention. In addition, such audits could trigger repayment demands based on findings that our services were not medically necessary, were billed at an improper level or otherwise violated applicable billing requirements or contractual terms. Our failure to comply with rules related to billing or adverse findings from such audits could result in, among other penalties:

•non-payment for services rendered or recoupments or refunds of amounts previously paid for such services by our health network partners;

•refunding amounts we have been paid pursuant to the Medicare program or from payers;

•state or federal agencies imposing fines, penalties and other sanctions on us;

•temporary suspension of payment from payers for new patients to the facility or agency;

•decertification or exclusion from participation in the Medicare program or one or more payer networks;

•self-disclosure of violations to applicable regulatory authorities;

•damage to our reputation;

•the revocation of a facility’s or agency’s license; and

•loss of certain rights under, or termination of, our contracts with ~~and~~ health network partners.

We will likely be required in the future to refund amounts that have been paid and/or pay fines and penalties as a result of these inspections, reviews, audits and investigations. If adverse inspections, reviews, audits or investigations occur and any of the results noted above occur, it could have a material adverse effect on our business, financial condition, results of operations, cash flows and the trading price of our securities. Furthermore, the legal, document production and other costs associated with complying with these inspections, reviews, audits or investigations could be significant.

Our use and disclosure of personal information, including PHI, is subject to federal and state privacy and security regulations, and our failure to comply with those regulations or to adequately secure such information we hold could result in significant liability or reputational harm and, in turn, substantial harm to our health network partner and enterprise client base, membership base and revenue.

In the ordinary course of our business, we and third parties upon whom we rely receive, collect, store, process and use personal information as part of our business. Numerous state and federal laws and regulations inside the United States govern the collection, dissemination, use, privacy, confidentiality, security, availability and integrity of personal information including PHI. These laws and regulations include HIPAA, as amended by the HITECH Act, and its implementing regulations, as well as state privacy and data protection laws. HIPAA establishes a set of baseline national privacy and security standards for the protection of PHI, by health plans, healthcare clearinghouses and certain healthcare providers, referred to as covered entities, which includes our affiliated professional entities, and the business associates with whom such covered entities contract for services that involve the use or disclosure of PHI, which includes 1Life and our affiliated professional entities. States may enforce more stringent privacy and data protection laws exceeding the requirements of HIPAA.

40Compliance with privacy, data protection and information security laws and regulations in the United States could cause us to incur substantial costs or require us to change our business practices and compliance procedures in a manner adverse to our business. We strive to comply with applicable laws, regulations, policies and other legal obligations relating to privacy, data protection and information security. However, as the various regulatory frameworks for privacy, data protection and information security continue to develop and as regulatory guidance evolves, uncertainties exist as to their application, and it is possible that these or other actual or alleged obligations may be interpreted and applied in a manner that is inconsistent from our interpretation, or from one jurisdiction to another, and may conflict with other rules and subject our business practices to uncertainty.

~~state~~Penalties ~~privacy~~for ~~and~~violations ~~data~~of ~~protection~~these laws vary. ~~HIPAA~~For ~~establishes~~example, apenalties ~~set~~for violations of ~~baseline~~HIPAA ~~national~~and ~~privacy~~its ~~and~~implementing ~~security~~regulations ~~standards~~are assessed at varying rates per violation, subject to a statutory cap for violations of the ~~protection~~same ofstandard ~~PHI,~~in bya ~~health~~single ~~plans,~~calendar ~~healthcare~~year. ~~clearinghouses~~Such ~~and~~penalties ~~certain~~may ~~healthcare~~be ~~providers~~subject to periodic adjustments. However, ~~referred~~a tosingle asbreach ~~covered~~incident ~~entities~~can result in violations of multiple standards, which ~~includes~~could ~~our~~result ~~affiliated~~in ~~professional~~significant ~~entities,~~fines. ~~and~~HIPAA ~~the~~also ~~business~~authorizes ~~associates~~state ~~with~~attorneys ~~whom~~general ~~such~~to ~~covered~~file ~~entities~~suit ~~contract~~on ~~for~~behalf ~~services~~of ~~that~~their ~~involve~~residents. ~~the~~Courts ~~use~~may oraward ~~disclosure~~damages, costs and attorneys’ fees related to violations of ~~PHI~~HIPAA in such cases, which ~~includes~~may ~~1Life~~be ~~and~~significant. ~~our~~While ~~affiliated~~HIPAA ~~professional~~does ~~entities.~~not ~~States~~create ~~may~~a ~~enforce~~private ~~more~~right ~~stringent~~of ~~privacy~~action ~~and~~allowing ~~data~~individuals ~~protection~~to ~~laws~~sue ~~exceeding~~us ~~the~~in ~~requirements~~civil ofcourt ~~HIPAA.~~for

Compliance with privacy, data protection and information security laws and regulations in the United States could cause us to incur substantial costs or require us to change our business practices and compliance procedures in a manner adverse to our business. We strive to comply with applicable laws, regulations, policies and other legal obligations relating to privacy, data protection and information security. However, as the various regulatory frameworks for privacy, data protection and information security continue to develop, uncertainties exist as to their application, and it is possible that these or other actual or alleged obligations may be interpreted and applied in a manner that is inconsistent from one jurisdiction to another and may conflict with other rules and subject our business practices to uncertainty.43

~~Penalties for~~ violations of ~~these laws vary. For example, penalties for violations of~~ HIPAA ~~and its implementing regulations are assessed at varying rates per violation~~, subject to a statutory cap for violations of the same standard in a single calendar year. Such penalties may be subject to periodic adjustments. However, a single breach incident can result in violations of multiple standards, which could result in significant fines. HIPAA also authorizes state attorneys general to file suit on behalf of their residents. Courts may award damages, costs and attorneys’ fees related to violations of HIPAA in such cases, which may be significant. While HIPAA does not create a private right of action allowing individuals to sue us in civil court for violations of HIPAA, its standards have been used as the basis for duty of care in state civil suits such as those for negligence or recklessness in the misuse or breach of PHI. Any such penalties or lawsuits could harm our business, financial condition, results of operations and prospects.

In addition, HIPAA mandates that the Secretary of HHS conduct periodic compliance audits of HIPAA covered entities or business associates for compliance with the HIPAA Privacy and Security Standards and Breach Notification Rule. It also tasks HHS with establishing a methodology whereby harmed individuals who were the victims of breaches of unsecured PHI may receive a percentage of the civil monetary penalty fine or settlement paid by the violator.

HIPAA further requires that patients be notified of any unauthorized acquisition, access, use or disclosure of their unsecured PHI that compromises the privacy or security of such information, with certain exceptions related to unintentional or inadvertent use or disclosure by employees or authorized individuals or where there is a good faith belief that the person who received the impermissible disclosure would not have been able to retain the information. HIPAA specifies that such notifications must be made “without unreasonable delay and in no case later than 60 calendar days after discovery of the breach.” If a breach affects 500 patients or more, it must be reported to HHS without unreasonable delay, and HHS will post the name of the breaching entity on its public web site. Breaches affecting 500 patients or more in the same state or jurisdiction must also be reported to the local media. If a breach involves fewer than 500 people, the covered entity must record it in a log and notify HHS at least annually. Any such notifications, including notifications to the public, could harm our business, financial condition, results of operations and prospects.

Numerous other federal and state laws protect the confidentiality, privacy, availability, integrity and security of personal information, including health information. For example, various states, such as California and Massachusetts, have implemented privacy laws and regulations that in many cases are more restrictive than, and may not be preempted by, the HIPAA rules and may be subject to varying interpretations by courts and government agencies, creating complex compliance issues for us and our health network partners and enterprise clients and potentially exposing us to additional expense, adverse publicity and liability. The cost of compliance could be significant and require investments to enhance our technology and security infrastructure. In addition, in certain situations, regulators, partners, clients and consumers may disagree with our analysis of, and response to, data-related incidents and our execution of obligations under the laws, which may cause disputes, liability and negative publicity and harm our business, operations and prospects. In particular, some laws, such as the California Consumer Privacy Act of 2018 ("CCPA"), orand ~~CCPA~~the California Privacy Rights Act of 2020 ("CPRA"), allow for a private right of action and statutory damages, which may motivate plaintiffs’ attorneys to file class action claims, which can be resource-intensive and costly to defend.

If our security measures, some of which are managed by third parties, are breached or fail, and unauthorized access to personal information or PHI occurs, our reputation could be severely damaged, harming member, client and partner confidence and may result in members curtailing their use of our services. In addition, we could face litigation, significant damages for contract breach, significant penalties and regulatory actions for violation of HIPAA and other applicable laws or regulations and significant costs for remediation, notification to individuals and the public and measures to prevent future occurrences. Any potential security breach could also result in increased costs associated with liability for stolen assets or information, inaccessibility of systems or information, repairing system damage that may have been caused by such breaches, remediation offered to employees, contractors, health network partners, enterprise clients or members in an effort to maintain our business relationships after a breach and implementing measures to prevent future occurrences, including organizational changes, deploying additional personnel and protection technologies, training employees and engaging third-party experts and consultants.

41We outsource important aspects of the storage and transmission of personal information and PHI, and thus rely on third parties to manage functions that have material cybersecurity risks. We require our vendors who handle personal information and PHI to contractually commit to safeguarding personal information and PHI such as by signing information protection addenda and/or business associate agreements, as applicable, to the same extent that applies to us and require such vendors to undergo security examinations. In addition, we periodically hire third-party security experts to assess and test our security posture. However, we cannot assure you that these contractual measures and other safeguards will adequately protect us from the risks associated with the storage and transmission of employees’, contractors’, patients’ and members’ personal information and PHI. Any violation of applicable laws, regulations or policies by these parties, including violations that cause us to incur significant liability and put sensitive data at risk, could in turn harm our business.

offered to employees, contractors, health network partners, enterprise clients or members in an effort to maintain our business relationships after a breach and implementing measures to prevent future occurrences, including organizational changes, deploying additional personnel and protection technologies, training employees and engaging third-party experts and consultants.

We outsource important aspects of the storage and transmission of personal information and PHI, and thus rely on third parties to manage functions that have material cybersecurity risks. We require our vendors who handle personal information and PHI to contractually commit to safeguarding personal information and PHI such as by signing information protection addenda and/or business associate agreements, as applicable, to the same extent that applies to us and require such vendors to undergo security examinations. In addition, we periodically hire third-party security experts to assess and test our security posture. However, we cannot assure that these contractual measures and other safeguards will adequately protect us from the risks associated with the storage and transmission of employees’, contractors’, patients’ and members’ personal information and PHI. Any violation of applicable laws, regulations or policies by these parties, including violations that cause us to incur significant liability and put sensitive data at risk, could in turn harm our business.

We also publish statements to our members that describe how we handle and protect personal information and PHI. If federal or state regulatory authorities or private litigants consider any portion of these statements to be untrue, we may be subject to claims of misrepresentation and/or deceptive practices, which could lead to significant liabilities and consequences, including, without limitation, significant costs of responding to investigations, defending against litigation, settling claims and complying with regulatory or court orders.

As public and regulatory focus on privacy issues continues to increase, we expect that there will continue to be new laws, regulations and industry standards concerning privacy, data protection and information security. For example, the CCPA imposes obligations on businesses to which it applies. These obligations include, without limitation, providing specific disclosures in privacy notices, affording California residents certain rights related to their personal information, and requiring businesses subject to the CCPA to implement certain measures to effectuate California residents' rights to their personal information. The CCPA allows for statutory fines for noncompliance. The California Privacy Rights Act, or the CPRA, approved by California voters in November 2020 and expected to go into effect on January 1, 2023, builds upon the CCPA and affords consumers expanded privacy rights and protections. Colorado and Virginia passed similar consumer privacy laws expected to go into effect in 2023. The potential effects of state privacy, data protection and information security laws are far-reaching and will require us to modify our data processing practices and policies and to incur substantial costs and expenses to comply. Further, obligations under new laws and regulations may not be clear, creating uncertainty and risk despite our efforts to comply. If we fail, or are perceived to have failed, to address or comply with our privacy, data protection and information security obligations, we could be subject to governmental enforcement actions such as investigations, fines, penalties, audits, or inspections, class action or other litigation, contract breach claims, additional reporting requirements and/or oversight, bans on processing personal information, orders to destroy or not use personal information, reputational harm and imprisonment of company officials. 44

As public and regulatory focus on privacy issues continues to increase, we expect that there will continue to be new laws, regulations and industry standards concerning privacy, data protection and information security. For example, the CCPA requires companies to, without limitation, provide specific disclosures in privacy notices, afford California residents certain rights related to their personal information, and requires businesses subject to the CCPA to implement certain measures to effectuate California residents' rights to their personal information. The CCPA allows for statutory fines for noncompliance. The CPRA which went into effect on January 1, 2023, builds upon the CCPA, affords consumers expanded privacy rights and protections and expands the CCPA's scope to include rights for a covered business's employees and independent contractors, as well. Further the CPRA establishes a new agency in California, the California Privacy Protection Agency, solely focused on implementing and enforcing California's data privacy laws.

Colorado and Virginia have passed similar consumer privacy laws that have or are expected to go into effect in 2023. The potential effects of state privacy, data protection and information security laws are far-reaching and could require us to modify our data processing practices and policies and to incur substantial costs and expenses to comply. Further, obligations under new laws and regulations may not be clear, creating uncertainty and risk despite our efforts to comply. If we fail, or are perceived to have failed, to address or comply with our privacy, data protection and information security obligations, we could be subject to governmental enforcement actions such as investigations, fines, penalties, audits, or inspections, class action or other litigation, contract breach claims, additional reporting requirements and/or oversight, bans on processing personal information, orders to destroy or not use personal information, reputational harm and imprisonment of company officials.

Any significant change to applicable privacy, data protection and information security laws, regulations or industry practices regarding the collection, use, retention, security or disclosure of our members’ personal information, or regarding the manner in which the express or implied consent for the collection, use, retention or disclosure of such personal information is obtained, could increase our costs to comply and require us to modify our services and features, possibly in a material manner, which we may be unable to complete and may limit our ability to store and process the personal information of our members, optimize our operations or develop new services and features. Any of the foregoing could harm our competitive position, business, financial condition, results of operations and prospects.

If we or our affiliated professional entities fail to comply with applicable data interoperability and information blocking rules, our business could be adversely affected.

In March 2020, HHS, the Office of the National Coordinator for Health Information Technology ("ONC"), and CMS finalized and issued complementary rules that are intended to clarify provisions of the 21st Century Cures Act regarding interoperability and information blocking. The rules include changes to ONC’s health information technology ("IT") certification program and create significant new requirements for healthcare providers and health IT developers. For example, an ONC rule that went into effect in April 2021 prohibits healthcare providers, health IT developers of certified health IT, health information exchanges or health information networks from engaging in practices that are likely to interfere with, prevent, materially discourage, or otherwise inhibit the access, exchange or use of electronic health information, also known as “information blocking.” Additional requirements under the final rules have and may continue to come into effect in 2023. We may be required to expend significant resources or to modify our services and features in order to comply with these new rules. Failure to comply with these rules could result in significant fines, withdrawal of health IT certifications and negative publicity, among other consequences, which could have a material adverse effect on our business, results of operations and financial condition.

Individuals may claim our call and text messaging services are not compliant with applicable law, including the Telephone Consumer Protection Act.

We call and send short message service, or SMS, text messages to members and potential members who are eligible to use our service. While we obtain required consent from these individuals to call and send text messages, federal or state regulatory authorities or private litigants may claim that the notices and disclosures we provide, form of consents we obtain or our call and SMS texting practices are not adequate to comply with, or violate applicable law, including the Telephone Consumer Protection Act, or ("TCPA"). The TCPA imposes specific requirements relating to the marketing to individuals leveraging technology such as telephones, mobile devices and texts. TCPA violations can result in significant financial penalties as businesses can incur civil forfeiture penalties or criminal fines imposed by the Federal Communications Commission or be fined for each violation through private litigation or state attorneys general or other state actor enforcement. Class action suits are the most common method for private enforcement. Our call and SMS texting campaigns are potential sources of risk for class action lawsuits and liability for our company. Numerous class-action suits under federal and state laws have been filed in recent years against companies who conduct call and SMS texting programs, with many resulting in multi-million-dollar settlements to the plaintiffs. While we strive to adhere to strict policies and procedures, the Federal Communications Commission, as the agency that implements and enforces the TCPA, may disagree with our interpretation of the TCPA and subject us to penalties and other consequences for noncompliance. Determination by a court or regulatory

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companies who conduct call and SMS texting programs, with many resulting in multi-million-dollar settlements to the plaintiffs. While we strive to adhere to strict policies and procedures, the Federal Communications Commission, as the agency that ~~implements and enforces the TCPA, may disagree with~~ our ~~interpretation of the TCPA and subject us to penalties and other consequences for noncompliance. Determination by a court or regulatory agency that our~~ call or SMS text messaging violate the TCPA could subject us to civil penalties, could require us to change some portions of our business and could otherwise harm our business. Even an unsuccessful challenge by members, consumers or regulatory authorities of our activities could result in adverse publicity and could require a costly response from and defense by us.

Negative publicity regarding the managed healthcare industry generally could adversely affect our results of operations or business.

Negative publicity regarding the managed healthcare industry generally, or the Medicare Advantage program in particular, may result in increased regulation and legislative review of industry practices that further increase the costs of doing business and adversely affect our results of operations or business by:

•requiring us to change our products and services provided to patients;

•increasing the regulatory burdens under which we operate, which may increase the costs of providing services;

•adversely affecting our ability to market our products or services through the imposition of further regulatory restrictions regarding the manner in which plans and providers market to Medicare Advantage enrollees; or

•adversely affecting our ability to attract and retain patients.

Risks Related to Information Technology

We rely on internet infrastructure, bandwidth providers, other third parties and our own systems to provide proprietary service platforms to our members and providers, and any failure or interruption in the services provided by these third parties or our own systems could expose us to liability and hurt our reputation and relationships with members and clients.

Our ability to maintain our proprietary service platform, including our digital health services and our electronic health records systems, is dependent on the development and maintenance of the infrastructure of the internet and other telecommunications services by third parties, including bandwidth and telecommunications equipment providers. This includes maintenance of a reliable network connection with the necessary speed, data capacity and security for providing reliable internet access and services and reliable telephone and facsimile services. We exercise limited control over these third-party providers.

Our platforms are designed to operate without perceptible interruption in accordance with our service level commitments. We have, however, experienced limited interruptions in these systems in the past, including server failures that temporarily slowed down or diminished the performance of our platforms, and we may experience similar or more significant interruptions in the future. We do not currently maintain redundant systems or facilities for some of these services. Interruptions to third party systems or services, whether due to system failures, cyber incidents (the risk of which has been higher due to the significant increase in remote work across the technology industry as a result of the COVID-19 pandemic), ransomware, physical or electronic break-ins, phishing campaigns or other events, could affect the security or availability of our platforms or services and prevent or inhibit the ability of our members or providers to access our platforms or services. In the event of a catastrophic event with respect to one or more of these systems or facilities, we may experience an extended period of system unavailability, which could result in liability, substantial costs to remedy those problems or harm our relationship with our members and our business.

Additionally, any disruption in the network access, telecommunications or co-location services provided by third-party providers or any failure of or by third-party providers’ systems or our own systems to handle current or higher volumes of use could significantly harm our business. The reliability and performance of our third-party providers’ systems and services may be harmed by increased usage or by ransomware, denial-of-service attacks or related cyber incidents, which has increased due to more opportunities created by remote work ~~necessitated by the COVID-19 pandemic~~. Any errors, failures, interruptions or delays experienced in connection with these third-party services or our own systems could hurt our ability to deliver our services platform and damage our relationships with health network partners, enterprise clients and members and expose us to third-party liabilities, which could in turn harm our competitive position, business, financial condition, results of operations and prospects.

We rely on third-party vendors to host and maintain our technology platform.

We rely on third-party vendors to host and maintain our technology platform. Our ability to operate our business is dependent on maintaining our relationships with third-party vendors and entering into new relationships to meet the changing needs of our business. Any deterioration in our relationships with such vendors or our failure to enter into agreements with vendors in the future could significantly disrupt our operations or hinder our ability to execute our growth strategies. Because we rely on certain vendors to store and process our data, it is possible that, despite precautions taken at our vendors’ facilities, the occurrence of a natural disaster, cyber incident, decision to close the facilities without adequate notice or other unanticipated problems could result in our non-compliance with data protection laws and regulations, loss of proprietary information, personal information, and other confidential information, and disruption to our technology platform. These service interruptions could also cause our platform to be unavailable to our health network partners, enterprise clients and members, and impair our ability to deliver services and negatively impact our relationships with new and existing health network partners, enterprise clients and members.

we rely on certain vendors to store and process our data, it is possible that, despite precautions taken at our vendors’ facilities, the occurrence of a natural disaster, cyber incident, decision to close the facilities without adequate notice or other unanticipated problems could result in our non-compliance with data protection laws and regulations, loss of proprietary information, personal information, and other confidential information, and disruption to our technology platform. These service interruptions could also cause our platform to be unavailable to our health network partners, enterprise clients and members, and impair our ability to deliver services and negatively impact our relationships with new and existing health network partners, enterprise clients and members.

Some of our vendor agreements may be unilaterally terminated by the vendor for convenience, including with respect to Amazon Web Services, and if such agreements are terminated, we may not be able to enter into similar relationships in the future on reasonable terms or at all. We may also incur substantial costs, delays and disruptions to our business in transitioning such services to ourselves or other third-party vendors. In addition, third-party vendors may not be able to provide the services required in order to meet the changing needs of our business. Any of the foregoing could harm our competitive position, business, financial condition, results of operations and prospects.

IfFailure or breach of our or our vendors’' security measures ~~fail~~ or ~~are~~inability ~~breached~~to meet applicable privacy and security obligations, as well as any instances of unauthorized access to our employees’, contractors’, members’, clients’ or partners’ data ismay ~~obtained,~~result ~~our~~in ~~services~~disruption ~~may~~to beour ~~perceived~~business asand ~~insecure~~operations, weincurrence ~~may~~of ~~incur~~ significant liabilities, ~~including~~loss ~~through~~of ~~private litigation or regulatory action~~members, ~~our~~clients ~~reputation~~and ~~may~~partners ~~be harmed,~~ and wedamage ~~could~~to ~~lose~~our ~~members, clients and partners~~reputation.

Our services and operations involve the storage and transmission of personal information and other sensitive data, including proprietary and confidential business data, trade secrets and intellectual property and the personal information (including health information) of employees, contractors, clients, partners, members and others. Because of the sensitivity of the information we store and transmit, the security features of our and our third-party vendors’ computer, network, and communications systems infrastructure are critical to the success of our business.

A breach or failure of our or our third-party vendors’ security measures could result from a variety of circumstances and events, including, but not limited to, social engineering attacks (including through phishing attacks), malicious code (such as viruses and worms), malware (including as a result of advanced persistent threat intrusions), denial-of-service attacks (such as credential stuffing), ransomware attacks, supply-chain attacks, employee negligence or human errors, software bugs, server malfunction, software or hardware failures, loss of data or other information technology assets, adware, telecommunications failures, earthquakes, fire, flood, and other similar threats. Ransomware attacks, including those perpetrated by organized criminal threat actors, nation-states, and nation-state supported actors, are becoming increasingly prevalent and severe and can lead to significant interruptions in our operations, loss of data and income, reputational harm, and diversion of funds. Extortion payments may alleviate the negative impact of a ransomware attack, but we may be unwilling or unable to make such payments due to, for example, strategic security objectives or applicable laws or regulations prohibiting payments. Similarly, supply-chain attacks have increased in frequency and severity, and we cannot guarantee that third parties and infrastructure in our supply chain have not been compromised or that they do not contain exploitable defects or bugs that could result in a breach of or disruption to our information technology systems (including our services) or the third-party information technology systems that support us and our services. ~~The~~Our ~~COVID-19 pandemic and our~~ remote workforce also poses increased risks to our information technology systems and data, as more of our employees work from home, utilizing network connections outside our premises.

Any of the previously identified or similar threats could cause a security incident. If we our or our third-party vendors experience a security incident, it could result in unauthorized, unlawful or accidental acquisition, modification, destruction, loss, alteration, encryption, disclosure of or access to data. A security incident could disrupt our (and third parties upon whom we rely) ability to provide our services. We may expend significant resources or modify our business activities in an effort to protect against security incidents. While we have implemented security measures designed to protect against a security incident, there can be no assurance that these measures will always be effective. We have not always been able in the past and may be unable in the future to detect vulnerabilities in our information technology systems because such threats and techniques change frequently, are often sophisticated in nature, and may not be detected until after a security incident has occurred. Some security incidents may remain undetected for an extended period of time. Despite our efforts to identify and remediate vulnerabilities, if any, in our information technology systems (including our products), our efforts may not be successful. Further, as cyber threats continue to evolve, we may be required to expend additional resources to enhance our information security measures and/or to investigate and remediate any information security vulnerabilities and we may experience delays in developing and deploying remedial measures designed to address any such identified vulnerabilities.

44Certain privacy, data protection and information security obligations, whether imposed by law or by clients, partners or vendors with whom we work, may require us to implement and maintain specific security and data privacy measures, industry-standard or reasonable security measures to protect our information technology systems and data, and to provide certain end-user rights in connection with their data. Our vendors, clients, partners and members may also demand that we adopt additional security or data privacy measures or make further security or data privacy investments, which may be costly and time-

continue to evolve, we may be required to expend additional resources to enhance our information security measures and/or to investigate and remediate any information security vulnerabilities and we may experience delays in developing and deploying remedial measures designed to address any such identified vulnerabilities.47

Certain privacy, data protection and information security obligations may require us to implement and maintain specific security measures, industry-standard or reasonable security measures to protect our information technology systems and data. Our clients, partners and members may demand that we adopt additional security measures or make further security investments, which may be costly and time-consuming. Such failures or breaches of our or our third-party vendors’', clients' and partners' security or data privacy measures, or our or our third-party vendors’, clients' and partners' inability to effectively resolve such failures or breaches in a timely manner, could ~~severely~~disrupt ~~damage~~the operation of our ~~reputation~~technology and business, adversely ~~impact~~affect customer, partner, member or investor confidence in us, result in breach of contract claims, severely damage our reputation and reduce the demand for our services. Under certain circumstances, it could also impact the availability of our mobile app or related updates on various software platforms. Applicable privacy, data protection and security information obligations may require us to notify relevant stakeholders of privacy and security incidents. Such disclosures are costly, and the disclosures or the failure to comply with such requirements, could lead to adverse impacts. In addition, we could face litigation, significant damages for contract breach or other breaches of law, significant monetary penalties, or regulatory actions for violation of applicable laws or regulations, and incur significant costs for remedial or preventive measures. Although we maintain insurance covering certain security and privacy damages and claim expenses, we may not carry insurance or maintain coverage sufficient to compensate for all liability. Adequate insurance may not be available in the future at acceptable costs or at all and coverage disputes could also occur with our insurers. If security and privacy claims are not fully covered by insurance, they could result in substantial costs to us, which could harm our business. Insurance coverage would also not address the reputational damage that could result from a security incident. If an actual or perceived breach or inadequacy of our or our third-party vendors’ security occurs, or if we or our third-party vendors are unable to effectively resolve a breach in a timely manner, we could lose current and potential members, partners and clients, which could harm our business, results of operations, financial condition and prospects.

Our proprietary technology platforms may not operate properly, which could damage our reputation, subject us to claims or require us to divert application of our resources from other purposes, any of which could harm our business and growth.

Our proprietary technology platforms provide members with the ability to, among other things, register for our services, request a visit (either scheduled or on demand) and communicate and interact with providers, and allows our providers to, among other things, chart patient notes, maintain medical records, and conduct visits (via video, phone or the internet). Proprietary software development is time-consuming, expensive and complex, and may involve unforeseen difficulties. We may encounter technical obstacles, and it is possible that we may discover additional problems that prevent our proprietary software from operating properly. Due to the COVID-19 pandemic, use of virtual care, including remote visits, has increased, which places a heavier demand on our technology platform and may cause performance levels to deteriorate. When we launch new features and functions within our technology platform, we could inadvertently introduce bugs or errors, including latent ones, into our platforms which could impact usability as well as technology and clinical operations. We continue to implement software with respect to a number of new applications and services. The operation of our technology also depends in part on the performance of third-party service providers. If our technology platform does not function reliably or fails to achieve member, provider, partner or client expectations in terms of performance, we may be required to divert resources allocated for other business purposes to address these issues, may suffer reputational harm, lose or fail to grow member usage, fail to retain or grow provider talent, members, partners and clients, and may be subject to liability claims.

The information that we provide to our health network partners, enterprise clients and members could be inaccurate or incomplete, which could harm our business, financial condition and results of operations.

We provide healthcare-related information for use by our health network partners, enterprise clients and members. Because data in the healthcare industry is fragmented in origin, inconsistent in format and often incomplete, the overall quality of data in the healthcare industry is poor, and we frequently discover data issues and errors. If the data that we provide to our health network partners, enterprise clients and members is incorrect or incomplete or if we make mistakes in the capture or input of this data, our reputation may suffer and our ability to attract and retain health network partners, enterprise clients and members may be harmed. In addition, a court or government agency may take the position that our storage and display of health information exposes us to personal injury liability or other liability for wrongful delivery or handling of healthcare services or erroneous health information, which could harm our business, financial condition and results of operations.

If we cannot implement or optimize our technology solutions for members, integrate our systems with health network partners or resolve technical issues in a timely manner, we may lose clients and partners and our reputation may be harmed.

Our health network partners utilize a variety of data formats, applications, systems and infrastructure. Moreover, each health network partner may have a unique technology ecosystem and infrastructure or have specific technology or certification requirements. To maintain our relationships with such partners and to continue to grow our business and membership, we may be required to meet such requirements and, in certain circumstances, our services must be seamlessly integrated and interoperable with our partners’ complex systems, which may cause us to incur significant upfront and maintenance costs. Additionally, we do not control our partners’ integration schedules. As a result, if our partners do not allocate the internal resources necessary to meet their integration responsibilities, which resources can be significant as many of them are large healthcare institutions with substantial operations to manage, or if we face unanticipated integration difficulties, the integration may be delayed. In addition, competitors with more efficient operating models with lower integration costs could jeopardize our

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be required to meet such requirements and, in certain circumstances, our services must be seamlessly integrated and interoperable with our partners’ complex systems, which may cause us to incur significant upfront and maintenance costs. Additionally, we do not control our partners’ integration schedules. As a result, if our partners do not allocate the internal resources necessary to meet their integration responsibilities, which resources can be significant as many of them are large healthcare institutions with substantial operations to manage, or if we face unanticipated integration difficulties, the integration may be delayed. In addition, competitors with more efficient operating models with lower integration costs could jeopardize our partner relationships. If the integration process with our partners is not executed successfully or if execution is delayed, we could incur significant costs, partners could become dissatisfied and decide not to continue a strategic contractual relationship with us beyond an initial period during their term commitment or, in some cases, revenue recognition could be delayed, any of which could harm our business and results of operations.

Our members depend on our digital health platform, including our mobile app, web portal, and support services to access on-demand digital health services or schedule in-office visits. We may be unable to quickly accommodate increases in member technology usage, particularly as we increase the size of our membership base, grow our services and as the COVID-19 pandemic drives more member demand for our digital health services and virtual care. We also may be unable to modify the format of our technology solutions and support services to compete with developments from our competitors. If we are unable to further develop and enhance our technology solutions or maintain effective technical support services to address members’ needs or preferences in a timely fashion, our members, clients and partners may become dissatisfied, which could damage our ability to maintain or expand our membership and business. While any refunds or credits we have issued historically have not had a significant impact on net revenue, we cannot assure you as to whether we may need to issue additional refunds or credits for membership fees in the future as a result of member or client dissatisfaction. For example, our members expect on-demand healthcare services through our mobile app and rapid in-office visit scheduling. Failure to maintain these standards or negative publicity related to our technology solutions, regardless of its accuracy, may reduce our overall NPS, harm our reputation and cause us to lose current or potential members, enterprise clients or partners. In addition, our enterprise clients expect our technology solutions to facilitate long-term cost of care reductions through high employee digital engagement, which we market as potential benefits for employers in providing employees with One Medical memberships. If employers do not perceive our solutions and services as providing such efficiencies and cost savings, they may terminate their contracts with us or elect not to renew. Any such outcomes could also negatively affect our ability to contract with new enterprise clients through damage to our reputation. If any of these were to occur, our revenue may decline and our business, results of operations, financial condition and prospects could be harmed.

Risks Related to Taxation and Accounting Standards

Certain U.S. state tax authorities may assert that we have a state nexus and seek to impose state and local income taxes which could harm our results of operations.

As of December 31, ~~2021~~2022, we are qualified to operate in, and file income tax returns in, 1924 states as well as Washington, D.C. There is a risk that certain state tax authorities where we do not currently file a state income tax return could assert that we are liable for state and local income taxes based upon income or gross receipts allocable to such states. States are becoming increasingly aggressive in asserting a nexus for state income tax purposes. We could be subject to state and local taxation, including penalties and interest attributable to prior periods, if a state tax authority successfully asserts that our activities give rise to a nexus. Such tax assessments, penalties and interest to the extent the Company has taxable income in prior periods may adversely impact our results of operations.

Our ability to use our net operating losses to offset future taxable income may be subject to certain limitations.

In general, under Section 382 of the U.S. Internal Revenue Code of 1986, as amended, or (the "Code"), a corporation that undergoes an “ownership change” is subject to limitations on its ability to utilize its pre-change net operating losses, or net operating loss ("NOLs"), to offset future taxable income. A Section 382 “ownership change” generally occurs if one or more stockholders or groups of stockholders who own at least 5% of our stock increase their ownership by more than 50 percentage points over their lowest ownership percentage within a rolling three-year period. Similar rules may apply under state tax laws. As of December 31, ~~2021~~2022, we have $~~894~~1.3205 ~~million~~billion of federal net operating loss carryforwards and $~~598~~1.5225 ~~million~~billion of state and local net operating loss carryforwards. The federal net operating loss carryforwards of $~~687~~997.18 million arising after 2017 carry forward indefinitely, but the deduction for these carryforwards is limited to offset 80% of ~~post-2020~~ current-year taxable income. The federal net operating loss carryforwards of $~~136~~207.71 million from ~~prior~~pre-2018 ~~years~~ will begin to expire in 2025. The state and local net operating loss carryforwards begin to expire in 2024. The Company has identified $25.2 million and $31.0 million of the above federal and state net operating losses, respectively, in certain affiliated professional entities that will expire unused due to prior ownership changes. In addition, future changes in our stock ownership, some of which are outside of our control, could result in an ownership change under Section 382 of the Code, further limiting our ability to utilize NOLs arising prior to such ownership change in the future. There is also a risk that due to statutory or regulatory changes, such as suspensions on the use of NOLs, or other unforeseen reasons, our existing NOLs could expire or otherwise be unavailable to offset future income tax liabilities. We have recorded a full valuation allowance against the deferred tax assets attributable to our NOLs.

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change in the future. There is also a risk that due to statutory or regulatory changes, such as suspensions on the use of NOLs, or other unforeseen reasons, our existing NOLs could expire or otherwise be unavailable to offset future income tax liabilities. We have recorded a full valuation allowance against the deferred tax assets attributable to our NOLs.

Taxing authorities may successfully assert that we should have collected or in the future should collect sales and use or similar taxes for our membership, enterprise and other service offerings, which could negatively impact our results of operations.

We do not collect sales and use and similar taxes in any states for our membership, enterprise and other service offerings based on our belief that our services are not subject to such taxes in any state. Sales and use and similar tax laws and rates vary greatly from state to state. Certain states in which we do not collect such taxes may assert that such taxes are applicable, which could result in tax assessments, penalties and interest with respect to past services, and we may be required to collect such taxes for services in the future. ~~For~~We ~~example~~have received, ~~the State of New York audited our sales~~ and ~~use~~may ~~tax~~in ~~records~~the ~~from~~future ~~March~~receive ~~2011~~additional ~~through~~proposed ~~February~~assessments ~~2017~~or ~~and~~determinations ~~issued a determination~~ that we owe back taxes, penalties and interest for sales and use and similar taxes. If we are not successful in disputing such proposed assessments, we may be required to make payments in tax assessments, penalties or interest, and may be required to collect sales and use taxes in the future. Such tax assessments, penalties and interest or future requirements may negatively impact our results of operations.

Our financial results may be adversely impacted by changes in accounting principles applicable to us.

Generally accepted accounting principles in the United States are subject to interpretation by the Financial Accounting Standards Board, or ("FASB"), the SEC and other various bodies formed to promulgate and interpret appropriate accounting principles. For example, in May 2014, the FASB issued accounting standards update No. 2014-09 (Topic 606), Revenue from Contracts with Customers, which supersedes nearly all existing revenue recognition guidance under GAAP and specifies that an entity should recognize revenue from the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services; this new accounting standard also impacted the recognition of sales commissions. Changes in accounting standards and interpretations or in our accounting assumptions and judgments could significantly impact our consolidated financial statements and our reported financial position and financial results may be harmed if our estimates or judgments prove to be wrong, assumptions change, or actual circumstances differ from those in our assumptions. Any difficulties in implementing these pronouncements could cause us to fail to meet our financial reporting obligations, which could result in regulatory discipline and harm our business.

If our estimates or judgments relating to our critical accounting policies prove to be incorrect, our results of operations could be harmed.

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes. We base our estimates on historical experience and on various other assumptions that we believe to be reasonable under the circumstances, as provided in “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Critical Accounting Policies and Significant Judgments and Estimates” in Part II, Item 7 of ~~our~~this Annual Report on Form 10-K ~~for the fiscal year ended December 31, 2021~~. The results of these estimates form the basis for making judgments about the carrying values of assets, liabilities, and equity and the amount of revenue and expenses that are not readily apparent from other sources. Significant assumptions and estimates used in preparing our consolidated financial statements include those related to revenue recognition, liability for medical claims incurred in the period but not yet reported (“IBNR”), valuation and related impairment recognition of intangible assets and goodwill, and stock-based compensation. Our results of operations may be harmed if our assumptions change or if actual circumstances differ from those in our assumptions, which could cause our results of operations to fall below the expectations of securities analysts and investors, resulting in a decline in the trading price of our common stock.

There are significant risks associated with estimating revenue under our At-Risk arrangements with certain payers, and if our estimates of revenues are materially inaccurate, it could negatively impact the timing and the amount of our revenue recognition or have a material adverse effect on our business, results of operations, financial condition and cash flows.

We recognize revenue net of risk shares and adjustments in the month in which eligible members are entitled to receive healthcare benefits during the contract term. Since the start of 2020, we have expanded our at-risk payer relationships from one major payer to 10 Medicare Advantage payers and the Direct Contracting Program with CMS (ACO REACH as of January 1, 2023) by the end of 2022 across the 10 geographies where we have At-Risk members. Due to reporting lag times and other factors, significant judgment is required to estimate risk adjustments to PMPM fees received from such payers for At-Risk members. The billing and collection process with payers is complex due to ongoing insurance coverage changes, geographic coverage differences, differing interpretations of contract coverage and other payer issues, such as ensuring appropriate documentation. Determining applicable primary and secondary coverage for our patients, together with the changes in patient coverage that occur each month, requires complex, resource-intensive processes. Errors in determining the correct coordination of benefits may result in refunds to payers. Revenues associated with Medicare programs are also subject to estimation risk related to the amounts not paid by the primary government payer that will ultimately be collectible from other government programs paying secondary coverage, the patient’s commercial health insurance plan secondary coverage or the patient. Collections, refunds and payer retractions typically continue to occur for up to three years and longer after services are

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Revenues associated with Medicare programs are also subject to estimation risk related to the amounts not paid by the primary government payer that will ultimately be collectible from other government programs paying secondary coverage, the patient’s commercial health insurance plan secondary coverage or the patient. Collections, refunds and payer retractions typically continue to occur for up to three years and longer after services are provided. Inaccurate estimates of revenues could negatively impact the timing and the amount of our revenue recognition and have a material adverse impact on our business, results of operations, financial condition and cash flows.

If our goodwill, intangible assets or other long-lived assets become impaired, we may be required to record a significant charge to earnings.

Consummation of the acquisition of Iora resulted in us recognizing additional goodwill, intangible assets and other long-lived assets such as leases and fixed assets onin our consolidated balance sheet. Intangible assets with finite lives will be amortized using the method that best reflects how their economic benefits are utilized or, if a pattern of economic benefits cannot be reliably determined, on a straight-line basis over their estimated useful lives. Goodwill will not be amortized, but instead tested for potential impairment at least annually. Goodwill, intangible assets and other long-lived assets will also be tested for impairment whenever events or changes in circumstances indicate that the carrying value may not be recoverable. If our goodwill, intangible assets or other long-lived assets are determined to be impaired in the future, we may be required to record additional significant, non-cash charges to earnings during the period in which the impairment is determined to have occurred.

Risks Related to Our Intellectual Property

If we are unable to obtain, maintain and enforce intellectual property protection for our business assets or if the scope of our intellectual property protection is not sufficiently broad, others may be able to develop and commercialize technology and solutions substantially similar to ours, and our ability to conduct business may be compromised.

Our business depends on proprietary technology and other business assets, including software, processes, databases, confidential information and know-how, the protection of which is crucial to the success of our business. We rely on a combination of trademark, trade-secret and copyright laws, confidentiality policies and procedures, cybersecurity practices and contractual provisions to protect our intellectual property. We do not currently own any issued patents. Third parties, including our competitors, may have or obtain patents relating to technologies that overlap or compete with our technology, which they may assert against us to seek licensing fees or preclude the use of our technology.

We may, over time, increase our investment in protecting our intellectual property through additional trademark, patent, copyright and other intellectual property filings, which could be expensive and time-consuming. Our efforts to register certain intellectual property may be challenged by third parties or through office actions, and may not ultimately be successful or may be abandoned. While our operations are currently based in the United States, we may also be required to protect our intellectual property in foreign jurisdictions, a process that can be prolonged and costly, and one that we may choose not to pursue in every instance. We may not be able to obtain protection for our technology and even if we are successful, it is expensive to maintain intellectual property rights and the costs of defending our rights could be substantial. Moreover, these measures may not be sufficient to offer us meaningful protection or provide us with any competitive advantage. Furthermore, changes to U.S. intellectual property laws may jeopardize the enforceability and validity of our intellectual property portfolio and harm our ability to obtain patent protection of certain inventions.

If we are unable to adequately protect our intellectual property and other proprietary rights, our competitive position and our business could be harmed, as competitors may be able to commercialize similar offerings without having incurred the development and licensing costs that we have incurred. Any of our filed, owned or licensed intellectual property rights could be challenged, invalidated, circumvented, infringed, misappropriated or violated, our trade secrets and other confidential information could be disclosed in an unauthorized manner to third parties, which could result in costly redesign efforts, business disruptions, discontinuance of some of our offerings or other competitive harm.

We may become involved in lawsuits to protect or enforce or defend our intellectual property rights, which could be expensive, time consuming and unsuccessful.

Third parties, including our competitors, could infringe, misappropriate or otherwise violate our intellectual property rights. Monitoring unauthorized use of our intellectual property is difficult and costly. From time to time, we seek to analyze our competitors’ solutions and services, and may in the future seek to enforce our rights against potential infringement, misappropriation or violation of our intellectual property. However, the steps we have taken to protect our proprietary rights may not be adequate to enforce our rights as against such infringement, misappropriation or violation of our intellectual property. We may not be able to detect unauthorized use of, or take appropriate steps to enforce, our intellectual property rights. Any inability to meaningfully enforce our intellectual property rights could harm our ability to compete and reduce demand for our services.

48In recent years, companies are increasingly bringing and becoming subject to lawsuits and proceedings alleging infringement, misappropriation or violation of intellectual property rights, particularly patent rights. Our competitors and other third parties may hold patents or other intellectual property rights, which could be related to our business. We expect that we

~~Any inability to meaningfully enforce our intellectual property rights could harm our ability to compete and reduce demand for our services.~~ 51

In recent years, companies are increasingly bringing and becoming subject to lawsuits and proceedings alleging infringement, misappropriation or violation of intellectual property rights, particularly patent rights. Our competitors and other third parties may ~~hold patents or other intellectual property rights, which could be related to our business. We expect that we may~~ receive in the future notices that claim we or our partners, clients or members using our solutions and services have misappropriated or misused other parties’ intellectual property rights, particularly as the number of competitors in our market grows and the functionality of applications amongst competitors overlaps. If we are found to infringe, misappropriate or violate another party’s intellectual property rights, we could be prohibited, including by court order, from further use of the intellectual property asset or be required to obtain a license from such third party to continue commercializing or using such technologies, solutions or services, which may not be available on commercially reasonable terms or at all. Even if we were able to obtain a license, it could be non-exclusive, thereby giving our competitors and other third parties access to the same technologies licensed to us, and it could require us to make substantial licensing and royalty payments. Accordingly, we may be forced to design around such violated intellectual property, which may be expensive, time-consuming or infeasible. In addition, we could be found liable for significant monetary damages, including treble damages and attorneys’ fees, if we are found to have willfully infringed a patent or other intellectual property right. Claims that we have misappropriated the confidential information or trade secrets of third parties could similarly harm our business. Any adverse outcome in such cases could affect our competitive position, business, financial condition, results of operations and prospects.

Litigation or other legal proceedings relating to intellectual property claims, regardless of merits and even if resolved in our favor, can be expensive, time consuming, and resource intensive. In addition, there could be public announcements of the results of hearings, motions, or other interim proceedings or developments, and if securities analysts or investors perceive these results to be negative, it could have a substantial adverse effect on the price of our common stock. Such litigation or proceedings could substantially increase our operating losses and reduce the resources available for development activities or any future sales, marketing, or other business activities. We may not have sufficient financial or other resources to conduct such litigation or proceedings adequately. Some of our competitors may be able to sustain the costs of such litigation or proceedings more effectively than we can because of their greater financial resources and more mature and developed intellectual property portfolios. Uncertainties resulting from the initiation and continuation of intellectual property proceedings could harm our ability to compete in the marketplace. In addition, because of the substantial amount of discovery required in connection with intellectual property litigation, there is a risk that some of our confidential information could be compromised by disclosure during this type of litigation. Any of the foregoing could harm our competitive position, business, financial condition, results of operations and prospects.

If we fail to comply with our license obligations, if our license rights are challenged, or if we cannot license rights to use technologies on reasonable terms, we may experience business disruption, increased costs, or inability to commercialize certain services.

We license certain intellectual property, including content, technologies and software from third parties, that are important to our business. In the future we may need to enter into additional agreements that provide us with licenses and rights to valuable intellectual property or technology. If we fail to comply with any of the obligations under our license agreements, or if our use or license rights are challenged, we may be required to pay damages, the licensor may have the right to terminate the license and the owner of the intellectual property asset may assert claims against us. Termination by the licensor or dispute with an owner of an intellectual property asset would cause us to lose valuable rights, and could disrupt or prevent us from providing our services, or adversely impact our ability to commercialize future solutions and services. In addition, our rights to certain technologies are licensed to us on a non-exclusive basis. The owners of these non-exclusively licensed technologies are therefore free to license them to third parties, including our competitors, on terms that may be superior to those offered to us, which could place us at a competitive disadvantage. Our licensors may also own or control intellectual property that has not been licensed to us and, as a result, we may be subject to claims, regardless of their merit, that we are infringing or otherwise violating the licensor’s rights. In addition, the agreements under which we license intellectual property or technology from third parties are generally complex, and certain provisions in such agreements may be susceptible to multiple interpretations. The resolution of any contract interpretation disagreement that may arise could narrow what we believe to be the scope of our rights to the relevant intellectual property or technology, or increase what we believe to be our financial or other obligations under the relevant agreement.

Moreover, the licensing or acquisition of third-party intellectual property rights is a competitive area, and established companies may have a competitive advantage over us due to their size, capital resources and greater development or commercialization capabilities. Companies that perceive us to be a competitor may also be unwilling to license or grant rights to us. Even if such licenses are available, we may be required to pay the licensor substantial fees or royalties. Such fees or royalties will become a cost of our operations and may affect our margins. If we are unable to obtain licenses on acceptable terms or at all, if any licenses are subsequently terminated, if our licensors fail to abide by the terms of the licenses, if our licensors fail to prevent infringement by third parties, or if the licensed intellectual property rights are found to be invalid or unenforceable, we could be restricted from commercializing our solutions and services and may be required to incur substantial costs to seek or develop alternatives. Any of the foregoing could harm our business, financial condition, results of operations, and prospects.

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royalties will become a cost of our operations and may affect our margins. If we are unable to obtain licenses on acceptable terms or at all, if any licenses are subsequently terminated, if our licensors fail to abide by the terms of the licenses, if our licensors fail to prevent infringement by third parties, or if the licensed intellectual property rights are found to be invalid or unenforceable, we could be restricted from commercializing our solutions and services and may be required to incur substantial costs to seek or develop alternatives. Any of the foregoing could harm our business, financial condition, results of operations, and prospects.

If our trademarks and trade names are not adequately protected, we may not be able to build and maintain name recognition in our markets of interest and our competitive position may be harmed.

The registered or unregistered trademarks or trade names that we own may be challenged, infringed, circumvented, declared generic, lapsed or determined to be infringing on or dilutive of other marks. We may not be able to protect our rights in these trademarks and trade names, which we need in order to build and maintain name recognition with the public. In addition, third parties have filed, and may in the future file, for registration of trademarks similar or identical to our trademarks, thereby impeding our ability to build and maintain brand identity and possibly leading to market confusion. If they succeed in registering or developing common law rights in such trademarks, and if we are not successful in challenging such third-party rights, we may not be able to use these trademarks to develop or maintain brand recognition of our services or be required to expend substantial resources and expenses to rebrand. In addition, there could be potential trade name or trademark registration challenges or infringement claims brought by owners of other registered trademarks or trademarks that incorporate variations of our registered or unregistered trademarks or trade names. If we are unable to establish or protect our trademarks and trade names, or if we are unable to build or maintain name recognition based on our trademarks and trade names, we may not be able to compete effectively, which could harm our competitive position, business, financial condition, results of operations and prospects.

If we are unable to protect the confidentiality of our trade secrets, our business and competitive position would be harmed.

We rely heavily on trade secrets and confidentiality agreements to protect our unpatented know-how, technology, and other proprietary information, including our technology platform, and to maintain our competitive position. With respect to our technology platform, we consider trade secrets and know-how to be one of our primary sources of intellectual property. However, trade secrets and know-how can be difficult to protect. We seek to protect these trade secrets and other proprietary technology, in part, by implementing topical policies and processes and by entering into non-disclosure and confidentiality agreements with parties who have access to them, such as our employees, contractors, consultants, advisors, clients, prospects, partners, and other third parties. We also enter into confidentiality and invention or patent assignment agreements with our employees and consultants. We cannot guarantee that we have entered into such agreements with each party that may have or have had access to our trade secrets or proprietary information. Despite these efforts, any of these parties may breach the agreements and disclose our proprietary information, including our trade secrets, and we may not be able to obtain adequate remedies for such breaches. Enforcing a claim that a party illegally disclosed or misappropriated a trade secret is difficult, expensive, and time-consuming, and the outcome is unpredictable. If any of our trade secrets were to be lawfully obtained or independently developed by a competitor or other third party, we would have no right to prevent them from using that technology or information to compete with us. If any of our trade secrets are misappropriated, improperly disclosed, or independently developed by a competitor or other third party, it could harm our competitive position, business, financial condition, results of operations, and prospects.

We may be subject to claims that our employees, consultants, or advisors have wrongfully used or disclosed alleged trade secrets of their current or former employers or claims asserting ownership of what we regard as our own intellectual property.

Many of our employees, consultants, and advisors are currently or were previously employed at other companies in our field, including our competitors or potential competitors. Although we try to ensure that our employees, consultants, and advisors do not use the proprietary information or know-how of others in their work for us, we may be subject to claims that we or these individuals have used or disclosed intellectual property, including trade secrets or other proprietary information, of any such individual’s current or former employer. Litigation may be necessary to defend against these claims. If we fail in defending any such claims, in addition to paying monetary damages, we may lose valuable intellectual property rights or personnel. Even if we are successful in defending against such claims, litigation could result in substantial costs and be a distraction to management.

In addition, while it is our policy to require our employees and contractors who may be involved in the conception or development of intellectual property to execute agreements assigning such intellectual property to us, we may be unsuccessful in executing such an agreement with each party who, in fact, conceives or develops intellectual property that we regard as our own. The assignment of intellectual property rights may not be self-executing, or the assignment agreements may be breached, and we may be forced to bring claims against third parties, or defend claims that they may bring against us, to determine the ownership of what we regard as our intellectual property. Any of the foregoing could harm our competitive position, business, financial condition, results of operations and prospects.

own. The assignment of intellectual property rights may not be self-executing, or the assignment agreements may be breached, and we may be forced to bring claims against third parties, or defend claims that they may bring against us, to determine the ownership of what we regard as our intellectual property. Any of the foregoing could harm our competitive position, business, financial condition, results of operations and prospects.

Our use of open source software could compromise our ability to offer our services and subject us to possible litigation.

We use open source software in connection with our solutions and services. Companies that incorporate open source software into their solutions have, from time to time, faced claims challenging the use of open source software and compliance with open source license terms. As a result, we could be subject to suits by parties claiming ownership of what we believe to be open source software or claiming noncompliance with open source licensing terms. Some open source software licenses require users who distribute software containing open source software to publicly disclose all or part of the source code to the licensee’s software that incorporates, links or uses such open source software, and make available to third parties for no cost, any derivative works of the open source code created by the licensee, which could include the licensee’s own valuable proprietary code. While we monitor our use of open source software and try to ensure that none is used in a manner that would require us to disclose our proprietary source code or that would otherwise breach the terms of an open source agreement, such use could inadvertently occur, or could be claimed to have occurred, in part because open source license terms are often ambiguous. There is little legal precedent in this area and any actual or claimed requirement to disclose our proprietary source code or pay damages for breach of contract could harm our business and could help third parties, including our competitors, develop solutions and services that are similar to or better than ours. Any of the foregoing could harm our competitive position, business, financial condition, results of operations and prospects.

with open source license terms. As a result, we could be subject to suits by parties claiming ownership of what we believe to be open source software or claiming noncompliance with open source licensing terms. Some open source software licenses require users who distribute software containing open source software to publicly disclose all or part of the source code to the licensee’s software that incorporates, links or uses such open source software, and make available to third parties for no cost, any derivative works of the open source code created by the licensee, which could include the licensee’s own valuable proprietary code. While we monitor our use of open source software and try to ensure that none is used in a manner that would require us to disclose our proprietary source code or that would otherwise breach the terms of an open source agreement, such use could inadvertently occur, or could be claimed to have occurred, in part because open source license terms are often ambiguous. There is little legal precedent in this area and any actual or claimed requirement to disclose our proprietary source code or pay damages for breach of contract could harm our business and could help third parties, including our competitors, develop solutions and services that are similar to or better than ours. Any of the foregoing could harm our competitive position, business, financial condition, results of operations and prospects.

Risks Related to Ownership of Our Common Stock

Our stock price may be volatile, and the value of our common stock may decline.

The market price of our common stock may be highly volatile and may fluctuate or decline substantially as a result of a variety of factors, some of which are beyond our control or are related in complex ways, including:

•the timing of, and our ability to close, the potential Amazon Merger, as well as changes in factors that influence and the timing or likelihood of closing the potential Amazon Merger;

•actual or anticipated fluctuations in our financial condition and operating results;

•variance in our financial performance from expectations of securities analysts or investors;

•changes in the pricing we offer our members;

•changes in our projected operating and financial results;

•the impact of COVID-19, including future outbreaks or variants, on our financial performance, financial condition and results of operations, and the financial performance and financial condition of our health network partners, our enterprise clients and others;

•the impact of protests and civil unrest;

•our relationships with our health network partners and any changes to or terminations of our contracts with the health network partners;

•changes in laws or regulations applicable to our industry and our solutions and services;

•announcements by us, our health network partners or our competitors of significant business developments, acquisitions, or new offerings;

•publicity associated with issues with our services and technology platform;

•our involvement in litigation, including medical malpractice claims and consumer class action claims;

•any governmental investigations or inquiries into our business and operations or challenges to our relationships with our affiliated professional entities under the ASAs or to our relationships with health network partners;

•future sales of our common stock or other securities, by us or our stockholders;

•changes in senior management or key personnel;

•developments or disputes concerning our intellectual property or other proprietary rights, including allegations that we have infringed, misappropriated or otherwise violated any intellectual property of any third party;

•changes in accounting standards, policies, guidelines, interpretations or principles;

•actual or anticipated developments in our business, our competitors’ businesses or the competitive landscape generally, including competition or perceived competition from well-known and established companies or entities;

•the trading volume of our common stock, including effects of inflation;

•changes in the anticipated future size and growth rate of our market;

•rates of unemployment; and

•general economic, regulatory and market conditions, including economic recessions or slowdowns and inflationary pressures.

Broad market and industry fluctuations, as well as general economic, political, regulatory and market conditions, may negatively impact the market price of our common stock, which has ~~recently~~in the past been volatile. InSecurities ~~the past, securities~~ class action litigation has often been brought against a company following a decline in the market price of its securities. This risk is especially relevant for us, because companies reliant on technology solutions have experienced significant stock price volatility in recent years. If we face such litigation, it could result in substantial costs and a diversion of management’s attention and resources, which could harm our business.

As a result of being a public company, we are obligated to maintain proper and effective internal control over financial reporting and any failure to maintain the adequacy of these internal controls may negatively impact investor confidence in our company and, as a result, the value of our common stock.

We are subject to the reporting requirements of the Securities Exchange Act of 1934, as amended, or (the "Exchange Act"), the Sarbanes-Oxley Act and the rules and regulations of Nasdaq. In particular, we are required pursuant to Section 404 of the Sarbanes-Oxley Act to furnish a report by management on, among other things, the effectiveness of our internal control over financial reporting. This assessment includes disclosure of any material weaknesses identified by our management in our internal control over financial reporting. In addition, our independent registered public accounting firm is required to attest to the effectiveness of our internal control over financial reporting ~~commencing from this Annual Report on Form 10-K~~. The process of compiling the system and process documentation necessary to perform the evaluation required under Section 404 is costly and challenging. Also, we currently do not have an internal audit group, and we may need to hire additional accounting and financial staff with appropriate public company experience and technical accounting knowledge and compile the system and process documentation necessary to support ongoing work to comply with Section 404. Any failure to maintain effective internal control over financial reporting could severely inhibit our ability to accurately report our financial condition or results of operations. If we are unable to conclude that our internal control over financial reporting is effective, or if our independent registered public accounting firm determines we have a material weakness in our internal control over financial reporting, we could lose investor confidence in the accuracy and completeness of our financial reports, the market price of our common stock could decline, we could be subject to sanctions or investigations by Nasdaq, the SEC or other regulatory authorities and our access to the capital markets could be restricted in the future.

We ~~reported~~have in ~~our~~the ~~Annual~~past ~~Report~~identified ~~on Form 10-K as of December 31, 2019,~~ material weaknesses in our internal control over financial reporting, ~~related~~and towe ~~controls~~cannot ~~over~~assure you that the ~~accounting~~measures ~~for~~we ~~significant~~have ~~and~~taken ~~unusual~~will ~~transactions,~~be ~~segregation~~sufficient ofto ~~duties~~avoid ~~and~~potential ~~adequate~~future ~~information~~material ~~technology~~weaknesses, ~~general~~that ~~controls.~~our Aremediated ~~material~~controls ~~weakness~~will iscontinue ato ~~deficiency~~operate properly, or ~~combination~~that ofour ~~deficiencies,~~financial instatements ~~internal~~will ~~control~~be ~~over~~free ~~financial~~from ~~reporting~~error. ~~such~~Our ~~that~~current ~~there~~controls isand aany ~~reasonable~~new ~~possibility~~controls that awe ~~material~~develop ~~misstatement~~may ofbecome ainadequate ~~company’s~~because ~~annual~~of orchanges ~~interim~~in ~~financial~~conditions ~~statements~~in ~~will~~our ~~not~~business beand ~~prevented~~we ormay ~~detected~~discover onweaknesses ain ~~timely~~our ~~basis.~~disclosure ~~During~~controls ~~2020,~~and weinternal ~~completed~~control ~~the~~over ~~remediation~~financial ~~measures~~reporting ~~related~~in tothe ~~our~~future. ~~previously~~Any ~~reported~~failure ~~material~~to ~~weaknesses~~develop ~~and~~or ~~have~~maintain ~~concluded~~effective ~~that our~~ internal control over financial reporting ~~was~~could ~~effective~~severely asinhibit ofour ~~December~~ability ~~31,~~to ~~2020~~accurately ~~and~~report ~~2021.~~our ~~However,~~financial ~~remediation~~condition ofor ~~these~~results ~~material~~of ~~weaknesses~~operations. ~~does~~Accordingly, ~~not~~there ~~provide~~could ~~assurance~~continue ~~that~~to ~~our~~be ~~remediated~~a ~~controls~~possibility ~~will~~that ~~continue~~a tomaterial ~~operate~~misstatement ~~properly~~of ~~or that~~ our financial statements ~~will~~would not be ~~free~~prevented ~~from~~or ~~error.~~detected on a timely basis.

We cannot assure you that the measures we have taken will be sufficient to avoid potential future material weaknesses. Our current controls and any new controls that we develop may become inadequate because of changes in conditions in our business and we may discover weaknesses in our disclosure controls and internal control over financial reporting in the future.

Any failure to develop or maintain effective internal control over financial reporting could severely inhibit our ability to accurately report our financial condition or results of operations. Accordingly, there could continue to be a possibility that a material misstatement of our financial statements would not be prevented or detected on a timely basis.

If we are unable to conclude that our internal control over financial reporting is effective, or if our independent registered public accounting firm determines we have a material weakness in our internal control over financial reporting, we could lose investor confidence in the accuracy and completeness of our financial reports, the market price of our common stock could decline, we could be subject to sanctions or investigations by Nasdaq, the SEC or other regulatory authorities and our access to the capital markets could be restricted in the future.

A significant portion of our total outstanding common stock may be sold into the market in the near future. This could cause the market price of our common stock to drop significantly, even if our business is doing well.

Sales of a substantial number of shares of our common stock in the public market could occur at any time. If our stockholders sell, or the market perceives that our stockholders intend to sell, substantial amounts of our common stock in the public market, the market price of our common stock could decline significantly. All of our outstanding shares of common stock are eligible for sale in the public market, other than shares held by directors, executive officers and other affiliates, ~~that~~which ~~are~~may be resold in the public market but remain subject to volume and other limitations under Rule 144 under the Securities Act. In addition, we have reserved shares for future issuance under our equity incentive plan.

Certain holders of our common stock, or their transferees, also have rights, subject to some conditions, to require us to file one or more registration statements covering their shares or to include their shares in registration statements that we may file for ourselves or other stockholders. If we were to register the resale of these shares, they could be freely sold in the public market without limitation. If these additional shares are sold, or if it is perceived that they will be sold, in the public market, the trading price of our common stock could decline.

Future sales and issuances of our capital stock or rights to purchase capital stock could result in additional dilution of the percentage ownership of our stockholders and could cause our stock price to decline.

We may issue additional securities in the future and from time to time. Future sales and issuances of our capital stock or rights to purchase our capital stock could result in substantial dilution to our existing stockholders. We may sell or issue common stock, convertible securities and other equity securities in one or more transactions at prices and in a manner as we may determine from time to time, including in connection with future acquisitions or strategic transactions. If we sell any such securities in subsequent transactions, investors may be materially diluted.

If securities or industry analysts do not publish research or publish unfavorable or inaccurate research about our business, our common stock price and trading volume could decline.

Our stock price and trading volume will be heavily influenced by the way analysts and investors interpret our financial information and other disclosures. If securities or industry analysts do not publish research or reports about our business, delay publishing reports about our business or publish negative reports about our business, regardless of accuracy, or cease covering us, our common stock price and trading volume could decline.

Even if our common stock is actively covered by analysts, we do not have any control over the analysts or the measures that analysts or investors may rely upon to forecast our future results. Over-reliance by analysts or investors on any particular metric to forecast our future results may result in forecasts that differ significantly from our own. Regardless of accuracy, unfavorable interpretations of our financial information and other public disclosures could have a negative impact on our stock price. If our financial performance fails to meet analyst estimates, for any of the reasons discussed above or otherwise, or one or more of the analysts who cover us downgrade our common stock or change their opinion of our common stock, our stock price would likely decline.

We do not intend to pay dividends for the foreseeable future and, as a result, your ability to achieve a return on your investment will depend on appreciation in the price of our common stock.

We have never declared or paid any cash dividends on our capital stock, and we do not intend to pay any cash dividends in the foreseeable future. Any determination to pay dividends in the future will be at the discretion of our board of directors and are restricted by the terms in the Merger Agreement with Amazon and may be further restricted by the terms of any outstanding debt obligations. Accordingly, investors must rely on sales of their common stock after price appreciation, which may never occur, as the only way to realize any future gains on their investments.

We incur increased costs as a result of operating as a public company, and our management will be required to devote substantial time to compliance with our public company responsibilities and corporate governance practices.

As a public company, we incur significant legal, accounting and other expenses that we did not incur as a private company. We expect such expenses to further increase now that we are no longer an emerging growth company. The Sarbanes-Oxley Act, the Dodd-Frank Wall Street Reform and Consumer Protection Act, the listing requirements of Nasdaq, and other applicable securities rules and regulations impose various requirements on public companies. Furthermore, the senior members of our management team do not have significant experience with operating a public company. As a result, our management and other personnel will have to devote a substantial amount of time to compliance with these requirements. Moreover, these rules and regulations will increase our legal and financial compliance costs and will make some activities more time-consuming and costly. We cannot predict or estimate the amount of additional costs we will incur as a public company or the timing of such costs. If, notwithstanding our efforts, we fail to comply with new laws, regulations and standards, regulatory authorities may initiate legal proceedings against us and our business may be harmed.

Failure to comply with these rules might also make it more difficult for us to obtain certain types of insurance, including director and officer liability insurance, and we might be forced to accept reduced policy limits and coverage or incur substantially higher costs to obtain the same or similar coverage. The impact of these events could also make it more difficult for us to attract and retain qualified persons to serve on our board of directors, on committees of our board of directors or as members of senior management.

Anti-takeover provisions in our charter documents, under Delaware law and under the indenture governing our 2025 Notes could make an acquisition of our company more difficult, limit attempts by our stockholders to replace or remove our current management and limit the market price of our common stock.

Provisions in our amended and restated certificate of incorporation and amended and restated bylaws may have the effect of delaying or preventing a change of control or changes in our management. Our amended and restated certificate of incorporation and amended and restated bylaws include provisions that:

•provide for a classified board of directors whose members serve staggered terms;

•authorize our board of directors to issue, without further action by the stockholders, shares of undesignated preferred stock with terms, rights, and preferences determined by our board of directors that may be senior to our common stock;

•require that any action to be taken by our stockholders be affected at a duly called annual or special meeting and not by written consent;

•specify that special meetings of our stockholders can be called only by our board of directors, the chairperson of our board of directors, or our chief executive officer;

•establish an advance notice procedure for stockholder proposals to be brought before an annual meeting, including proposed nominations of persons for election to our board of directors;

•prohibit cumulative voting in the election of directors;

•provide that our directors may be removed for cause only upon the vote of the holders of at least 66 2⁄3% of our outstanding shares of common stock;

•provide that vacancies on our board of directors may be filled only by a majority of directors then in office, even though less than a quorum; and

•require the approval of our board of directors or the holders of at least 66 2/3% of our outstanding shares of common stock to amend our bylaws and certain provisions of our certificate of incorporation.

These provisions may frustrate or prevent any attempts by our stockholders to replace or remove our current management by making it more difficult for stockholders to replace members of our board of directors, which is responsible for appointing the members of our management. In addition, because we are incorporated in Delaware, we are governed by the provisions of Section 203 of the Delaware General Corporation Law, which generally, subject to certain exceptions, prohibits a Delaware corporation from engaging in any of a broad range of business combinations with any “interested” stockholder for a period of three years following the date on which the stockholder became an “interested” stockholder. Furthermore, the indenture governing our 2025 Notes requires us to repurchase such notes for cash if we undergo certain fundamental changes and, in certain circumstances, to increase the conversion rate for a holder of our 2025 Notes. If consummated, the Amazon Merger is expected to constitute both a "fundamental change" and a “make-whole fundamental change” (each as defined in the indenture governing the 2025 Notes). Upon the occurrence of a fundamental change, holders of the 2025 Notes may convert their 2025 Notes for a period and, subject to limited exceptions, may require us to repurchase for cash all or any portion of their 2025 Notes at a fundamental change repurchase price equal to 100% of the principal amount of the 2025 Notes to be repurchased, plus accrued and unpaid interest to, but excluding, the fundamental change repurchase date. With respect to a make-whole fundamental change, the $18 per share purchase price in the Amazon Merger is below the lowest stock price on the “make-whole” table included in the indenture governing the 2025 Notes and converting holders of the 2025 Notes will not receive additional conversion consideration in connection with any conversion of their 2025 Notes as a result of the make-whole fundamental change. Any delay or prevention of the consummation of the Amazon Merger or any other change of control transaction or changes in our management could cause the market price of our common stock to decline.

54Our amended and restated certificate of incorporation provides that the Court of Chancery of the State of Delaware and the federal district courts of the United States of America will be the exclusive forums for substantially all disputes between us and our stockholders, which could limit our stockholders’ ability to obtain a favorable judicial forum for disputes with us or our directors, officers, employees or agents.

~~period~~Our ofamended ~~three~~and ~~years~~restated ~~following~~certificate ~~the~~of ~~date~~incorporation onprovides ~~which~~that the ~~stockholder~~Court became an “interested” stockholder. Furthermore, the indenture governing our 2025 Notes requires us to repurchase such notes for cash if we undergo certain fundamental changes and, in certain circumstances, to increase the conversion rate for a holder of ~~our~~Chancery ~~2025 Notes. A takeover~~ of ~~us may trigger~~ the ~~requirement~~State ~~that~~of weDelaware ~~purchase~~is ~~our 2025 Notes and/or increase~~ the ~~conversion~~exclusive ~~rate,~~forum ~~which could make it more costly~~ for athe ~~potential~~following ~~acquiror~~types toof ~~engage~~actions ~~in a business combination transaction with us. Any delay~~ or ~~prevention~~proceedings ofunder aDelaware ~~change~~statutory ~~of control transaction~~ or ~~changes in our management could cause the market price of our~~ common ~~stock to decline.~~law:

Our amended and restated certificate of incorporation provides that the Court of Chancery of the State of Delaware or, under certain circumstances, the federal district courts of the United States of America will be the exclusive forums for certain types of actions and proceedings that may be initiated by our stockholders, which could limit our stockholders’ ability to obtain a favorable judicial forum for disputes with us or our directors, officers, employees or agents.57

Our amended and restated certificate of incorporation provides that the Court of Chancery of the State of Delaware (or, if the Court of Chancery of the State of Delaware lacks subject matter jurisdiction, any state court located within the State of Delaware or, if all such state courts lack subject matter jurisdiction, the federal district court for the District of Delaware) is the sole and exclusive forum for the following types of actions or proceedings under Delaware statutory or common law for:

•any derivative action or proceeding brought on our behalf;

•any action asserting a breach of fiduciary duty;

•any action ~~arising~~asserting ~~pursuant~~a toclaim against us arising under the Delaware General Corporation Law, our amended and restated certificate of incorporation, or our amended and restated bylaws; and

•any action asserting a claim against us that is governed by the internal-affairs doctrine.

~~These~~This ~~provisions~~provision would not apply to suits brought to enforce a duty or liability created by the Exchange Act ~~or any claim for which the federal district courts of the United States of America have exclusive jurisdiction~~. Furthermore, Section 22 of the Securities Act creates concurrent jurisdiction for federal and state courts over all such Securities Act actions. Accordingly, both state and federal courts have jurisdiction to entertain such claims.

~~Our~~To ~~stockholders~~prevent ~~cannot~~having ~~waive~~to ~~compliance~~litigate ~~with~~claims in multiple jurisdictions and the ~~federal~~threat ~~securities~~of ~~laws~~inconsistent or contrary rulings by different courts, among other considerations, our amended and restated certificate of incorporation further provides that the ~~rules~~federal ~~and~~district ~~regulations~~courts ~~thereunder.~~of ~~Any~~the ~~person~~United orStates ~~entity~~will ~~purchasing~~be orthe ~~otherwise~~exclusive ~~acquiring~~forum for resolving any ~~interest~~complaint inasserting ~~shares~~a cause of ~~our~~action ~~capital~~arising ~~stock~~under ~~will~~the beSecurities ~~deemed~~Act. toWhile the Delaware courts have ~~notice~~determined that such choice of forum provisions are facially valid and several state trial courts have enforced such provisions and required that suits asserting Securities Act claims be filed in federal court, there is no guarantee that courts of appeal will affirm the enforceability of such provisions and ~~consented~~a stockholder may nevertheless seek to bring a claim in a venue other than those designated in the exclusive forum provisions. In such instance, we would expect to vigorously assert the validity and enforceability of the exclusive forum provisions of our amended and restated certificate of incorporation. ~~described~~This may require significant additional costs associated with resolving such action in other jurisdictions and we cannot assure you that the ~~preceding~~provisions ~~sentences~~will be enforced by a court in those other jurisdictions. If a court were to find either exclusive forum provision in our amended and restated certificate of incorporation to be inapplicable or unenforceable in an action, we may incur further significant additional costs associated with litigating Securities Act claims in state court, or both state and federal court, which could seriously harm our business, financial condition, results of operations, and prospects.

ToThese ~~prevent~~exclusive ~~having~~forum toprovisions ~~litigate~~may ~~claims~~limit ina ~~multiple~~stockholder’s ~~jurisdictions~~ability ~~and~~to ~~the~~bring ~~threat~~a ofclaim ~~inconsistent~~in ora ~~contrary~~judicial ~~rulings~~forum ~~by different courts, among other considerations, our amended and restated certificate of incorporation further provides~~ that ~~the~~it ~~federal~~finds ~~district~~favorable ~~courts of the United States will be the exclusive forum~~ for ~~resolving~~disputes ~~any~~with ~~complaint~~us ~~asserting~~or aour ~~cause~~directors, ofofficers, ~~action~~or ~~arising~~other ~~under the Securities Act. While the Delaware courts have determined that such choice of forum provisions are facially valid~~employees, awhich ~~stockholder~~ may ~~nevertheless~~discourage ~~seek~~lawsuits toagainst ~~bring~~us aand ~~claim~~our indirectors, aofficers ~~venue~~and other ~~than those designated in the exclusive forum provisions~~employees. InIf ~~such~~a ~~instance,~~court wewere ~~would expect~~ to ~~vigorously~~find ~~assert~~either ~~the validity and enforceability of the~~ exclusive -forum ~~provisions~~provision ofin our amended and restated certificate of incorporation. ~~This~~to ~~may~~be ~~require~~inapplicable ~~significant~~or ~~additional~~unenforceable ~~costs~~in ~~associated~~an ~~with resolving such~~ action, inwe ~~other~~may ~~jurisdictions~~incur ~~and~~further ~~there~~significant ~~can~~additional becosts noassociated ~~assurance~~with ~~that~~resolving the ~~provisions~~dispute ~~will~~in beother ~~enforced~~jurisdictions, byall aof ~~court~~which incould ~~those~~seriously ~~other~~harm ~~jurisdictions~~our business.

These exclusive forum provisions may limit a stockholder’s ability to bring a claim in a judicial forum that it finds favorable for disputes with us or our directors, officers, or other employees, which may discourage lawsuits against us and our directors, officers and other employees. If a court were to find either exclusive-forum provision in our amended and restated certificate of incorporation to be inapplicable or unenforceable in an action, we may incur further significant additional costs associated with resolving the dispute in other jurisdictions, all of which could harm our business.

Risks Related to Our Outstanding Notes

Servicing our debt requires a significant amount of cash, and we may not have sufficient cash flow from our business to pay our substantial debt.

Our ability to make scheduled payments of the principal of, to pay interest on or to refinance our indebtedness, including the 2025 Notes, depends on our future performance, which is subject to economic, financial, competitive and other factors beyond our control. Our business may not continue to generate cash flow from operations in the future sufficient to service our debt and make necessary capital expenditures. If we are unable to generate such cash flow, we may be required to adopt one or more alternatives, such as selling assets, restructuring debt or obtaining additional equity capital on terms that may be onerous or highly dilutive. Our ability to refinance our indebtedness will depend on the capital markets and our financial condition at such time. We may not be able to engage in any of these activities or engage in these activities on desirable terms, which could result in a default on our debt obligations.

debt and make necessary capital expenditures. If we are unable to generate such cash flow, we may be required to adopt one or more alternatives, such as selling assets, restructuring debt or obtaining additional equity capital on terms that may be onerous or highly dilutive. Our ability to refinance our indebtedness will depend on the capital markets and our financial condition at such time. We may not be able to engage in any of these activities or engage in these activities on desirable terms, which could result in a default on our debt obligations.

Regulatory actions and other events may adversely impact the trading price and liquidity of the 2025 Notes.

We expect that many investors in, and potential purchasers of, the 2025 Notes will employ, or seek to employ, a convertible arbitrage strategy with respect to the notes. Investors would typically implement such a strategy by selling short the common stock underlying the 2025 Notes and dynamically adjusting their short position while continuing to hold the notes. Investors may also implement this type of strategy by entering into swaps on our common stock in lieu of or in addition to short selling the common stock.

The SEC and other regulatory and self-regulatory authorities have implemented various rules and taken certain actions, and may in the future adopt additional rules and take other actions, that may impact those engaging in short selling activity involving equity securities (including our common stock). Such rules and actions include Rule 201 of SEC Regulation SHO, the adoption by the Financial Industry Regulatory Authority, Inc. and the national securities exchanges of a “Limit Up-Limit Down” program, the imposition of market-wide circuit breakers that halt trading of securities for certain periods following specific market declines, and the implementation of certain regulatory reforms required by the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010. Any governmental or regulatory action that restricts the ability of investors in, or potential purchasers of, the notes to effect short sales of our common stock, borrow our common stock or enter into swaps on our common stock could adversely impact the trading price and the liquidity of our 2025 Notes.

specific market declines, and the implementation of certain regulatory reforms required by the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010. Any governmental or regulatory action that restricts the ability of investors in, or potential purchasers of, the notes to effect short sales of our common stock, borrow our common stock or enter into swaps on our common stock could adversely impact the trading price and the liquidity of our 2025 Notes.

We may not have the ability to raise the funds necessary to settle conversions of the 2025 Notes in cash or to repurchase the notes upon a fundamental change, and our future debt may contain limitations on our ability to pay cash upon conversion or repurchase of the 2025 Notes.

Subject to limited exceptions, holders of the 2025 Notes will have the right to require us to repurchase all or a portion of their 2025 Notes upon the occurrence of a fundamental change at a fundamental change repurchase price equal to 100% of the principal amount of the 2025 Notes to be repurchased, plus accrued and unpaid interest, if any, as described under Note 12 to our consolidated financial statements included elsewhere in this Annual Report on Form 10-K. If consummated, the Amazon Merger is expected to constitute a “fundamental change” (as defined in the indenture governing the 2025 Notes). In addition, upon conversion of the 2025 Notes, unless we elect to deliver solely shares of our common stock to settle such conversion (other than paying cash in lieu of delivering any fractional share), we will be required to make cash payments in respect of the 2025 Notes being converted as described under Note 12 to our consolidated financial statements included elsewhere in this Annual Report on Form 10-K. However, we may not have enough available cash or be able to obtain financing at the time we are required to make repurchases of 2025 Notes surrendered therefor or 2025 Notes being converted. In addition, our ability to repurchase the 2025 Notes or to pay cash upon conversions of the 2025 Notes may be limited by law, by regulatory authority or by agreements governing our existing or future indebtedness. Our failure to repurchase 2025 Notes at a time when the repurchase is required by the indenture or to pay any cash payable on future conversions of the 2025 Notes as required by the indenture would constitute a default under the indenture governing the 2025 Notes. A default under the indenture or the fundamental change itself could also lead to a default under agreements governing our existing or future indebtedness. If the repayment of the related indebtedness were to be accelerated after any applicable notice or grace periods, we may not have sufficient funds to repay the indebtedness and repurchase the 2025 Notes or make cash payments upon conversions thereof.

The conditional conversion feature of the 2025 Notes, if triggered, may adversely impact our financial condition and operating results.

In the event the conditional conversion feature of the 2025 Notes is triggered, holders of 2025 Notes will be entitled to convert the 2025 Notes at any time during specified periods at their option. If one or more holders elect to convert their 2025 Notes, unless we elect to satisfy our conversion obligation by delivering solely shares of our common stock (other than paying cash in lieu of delivering any fractional share), we would be required to settle a portion or all of our conversion obligation through the payment of cash, which could adversely impact our liquidity. If consummated, the Amazon Merger is expected to constitute a “fundamental change” (as defined in the indenture governing the 2025 Notes), permitting holders of the 2025 Notes to convert their 2025 Notes for a period. In addition, even if holders do not elect to convert their 2025 Notes, we could be required under applicable accounting rules to reclassify all or a portion of the outstanding principal of the 2025 Notes as a current rather than long-term liability, which would result in a significant reduction of our net working capital.

Risks Related to Our Acquisition of Iora

We may be unable to successfully integrate Iora's business and realize the anticipated benefits of the merger.

We will be required to devote significant management attention and resources to integrating our and Iora's business practices and operations to effectively realize synergies as a combined company, including opportunities to maintain members as they become Medicare eligible, sign up incremental members, reduce combined costs, and reduce combined capital expenditures compared to both companies’ standalone plans. Potential difficulties the combined company may encounter in the integration process include the following:

•the inability to successfully combine our and Iora's businesses in a manner that permits the combined company to realize the growth, operations and cost synergies anticipated to result from the merger, which would result in the anticipated benefits of the merger, including projected financial targets, not being realized in the time frames currently anticipated, previously disclosed or at all;

•lost patients or members, or a reduction in the increase in patients or members as a result of certain enterprise clients, patients, members or partners of either of the two companies deciding to terminate or reduce their business with the combined company or not to engage in business in the first place;

•a reduction in the combined company’s ability to recruit or maintain providers;

•an inability of the combined company to maintain its health network partnerships or payer contracts on substantially the same terms;

•the complexities associated with managing the larger combined businesses and integrating personnel from the two companies, while at the same time attempting to (i) provide consistent, high quality services under a unified culture and (ii) focus on other ongoing transactions;

•the additional complexities of combining two companies with different histories, regulatory restrictions, operating structures and markets;

•the failure to retain key employees of either of the two companies;

•compliance by us with additional regulatory regimes and with the rules and regulations of additional regulatory entities, including the Centers for Medicare and Medicaid Services, which we refer to as CMS;

•potential unknown liabilities and unforeseen increased expenses, delays or regulatory conditions associated with the merger; and

•performance shortfalls at one or both of the two companies as a result of the diversion of management’s attention caused by completing the merger and integrating the companies’ operations.

For all these reasons, you should be aware that it is possible that the integration process could result in the distraction of the combined company’s management, the disruption of the combined company’s ongoing business or inconsistencies in the combined company’s services, standards, controls, procedures and policies, any of which could adversely affect the ability of the combined company to maintain relationships with enterprise clients, patients, members, vendors, partners, employees or providers or to achieve the anticipated benefits of the merger, or could otherwise adversely affect the business and financial results of the combined company.

We expect to continue to incur substantial expenses related to the integration of Iora.

We have incurred and expect to continue to incur substantial expenses in connection with integrating Iora's business, operations, networks, systems, technologies, policies and procedures of Iora with our business, ~~operation~~operations, networks, systems, technologies, policies and procedures.

While we have assumed that a certain level of integration expenses would be incurred, there are a number of factors beyond our control that could affect the total amount or the timing of our integration expenses. Many of the expenses that were and will be incurred, by their nature, are difficult to estimate accurately at the present time. In addition, the combined company may need significant additional capital in the form of equity or debt financing to implement or expand its business plan and there can be no assurance that such capital will be available to the combined company on terms acceptable to it, or at all. If the combined company issues additional capital stock in the future in connection with financing activities, stockholders will experience dilution of their ownership interests and the per share value of the combined company’s common stock may decline. Due to these factors, the transaction and integration expenses could be greater or could be incurred over a longer period of time than we currently expect.

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experience dilution of their ownership interests and the per share value of the combined company’s common stock may decline. Due to these factors, the transaction and integration expenses could be greater or could be incurred over a longer period of time than we currently expect.

We and Iora have been and may continue to be targets of securities class action and derivative lawsuits which could result in substantial costs and have an adverse effect on our financial condition.

Securities class action lawsuits and derivative lawsuits are often brought against public companies and particularly those that have entered into merger agreements, and several shareholders have filed lawsuits related to the One Medical and Iora merger. We believe these lawsuits are without merit; however, defending against these lawsuits, or any that may be brought in the future, could result in substantial costs and divert management time and resources. An adverse judgment could result in monetary damages, which could have a negative impact on our liquidity and financial condition. Additionally, if a plaintiff is successful in obtaining injunctive relief, it may adversely affect our business, financial position and results of operations.

Item 1B. Unresolved Staff Comments.

None.

Item 2. Properties.

Our headquarters are located in San Francisco, California and consist of approximately 60,874 square feet of leased space. Our lease on this space expires on July 31, 2029. As of December 31, ~~2021~~2022, we also leased approximately ~~862~~1,~~008~~003,303 square feet of clinical space for our subsidiaries and affiliated professional entities including pursuant to our ASAs. We believe that our headquarters and other offices are adequate for our immediate needs and that additional or substitute space is available if needed to accommodate growth and expansion.

Item 3. Legal Proceedings.

We are currently involved in, and may in the future become involved in, legal proceedings, claims and investigations in the ordinary course of our business, including medical malpractice and consumer claims. Although the results of these legal proceedings, claims and investigations cannot be predicted with certainty, we do not believe that the final outcome of any matters that we are currently involved in are reasonably likely to have a material adverse effect on our business, financial condition or results of operations. Regardless of final outcomes, however, any such proceedings, claims, and investigations may nonetheless impose a significant burden on management and employees and be costly to defend, with unfavorable preliminary or interim rulings.

Please see Note 17, "Commitments and Contingencies" to our consolidated financial statements in Part IV, Item 15 of this Annual Report on Form 10-K for a discussion of our legal proceedings.

Item 4. Mine Safety Disclosures.

Not applicable.

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PART II

Item 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.

Market Information

Our common stock has been listed on the Nasdaq Global Select Market under the symbol "ONEM" since January 31, 2020. Prior to that, there was no public trading market for our common stock.

Holders of Record

As of the close of business on February 1413, ~~2022~~2023, there were approximately ~~147~~323 stockholders of record of our common stock. The actual number of stockholders is greater than this number of record holders, and includes stockholders who are beneficial owners, but whose shares are held in street name by brokers and other nominees. This number of holders of record also does not include stockholders whose shares may be held in trust by other entities.

Dividend Policy

We have never declared or paid cash dividends on our capital stock and do not intend to declare or pay any cash dividends on our capital stock in the foreseeable future. We currently intend to retain all available funds and any future earnings to support operations and to finance the growth and development of our business. Any future determination to pay dividends will be made at the discretion of our board of directors, subject to applicable laws, and will depend upon, among other factors, our results of operations, financial condition, contractual restrictions and capital requirements. Our future ability to pay cash dividends on our capital stock may be limited by the terms of any future debt or preferred securities.

Securities Authorized for Issuance under Equity Compensation Plans

The information required by this item will be set forth in the Proxy Statement and is incorporated into this Annual Report on Form 10-K by reference.

Stock Performance Graph

The following graph compares the 23-month total stockholder return on our common stock with the comparable cumulative returns of the Standard & Poor's 500 Stock Index ("S&P 500") and the S&P Health Care Index ("S&P Health Care"). This graph assumes that on January 31, 2020, the initial trading day of our common stock on Nasdaq, $100 was invested in our common stock and in each of the other two indices and assumes the reinvestment of any dividends. However, no dividends have been declared on our common stock to date. The stock price performance on the following graph represents past performance and is not necessarily indicative of possible future stock price performance.

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	1/31/2020 (1)		2/29/2020		3/31/2020		4/30/2020		5/31/2020		6/30/2020		7/31/2020		8/31/2020		9/30/2020		10/31/2020		11/30/2020		12/31/2020
	1/31/20 (1)		3/31/2020		6/30/2020		9/30/2020		12/31/2020		3/31/2021		6/30/2021		9/30/2021		12/31/2021		3/31/2022		6/30/2022		9/30/2022		12/31/2022
1Life Healthcare Inc	$	100.00	$	9782.9624	$	82164.2457	$	~~111~~128.7850	$	~~146~~197.3578	$	~~164~~177.5707	$	~~134~~149.1680	$	~~132~~91.1775	$	~~128~~79.5061	$	~~127~~50.8220	$	~~148~~35.9452	$	~~197~~77.7871	$	75.71
S&P 500	$	100.00	$	9180.7743	$	8096.4396	$	90105.7461	$	95118.0745	$	96125.9676	$	~~102~~136.4251	$	~~109~~137.7931	$	~~105~~152.6145	$	~~102~~145.8144	$	~~114~~122.0602	$	~~118~~116.4506	$	124.84
S&P Health Care	$	100.00	$	9389.3477	$	89101.7797	$	~~101~~107.1295	$	~~104~~116.4562	$	~~101~~120.9732	$	~~107~~130.4644	$	~~110~~132.3231	$	~~107~~147.9509	$	~~103~~143.9730	$	~~112~~134.2383	$	~~116~~127.6285	$	144.21

	1/31/2021		2/29/2021		3/31/2021		4/30/2021		5/31/2021		6/30/2021		7/31/2021		8/31/2021		9/30/2021		10/31/2021		11/30/2021		12/31/2021
1Life Healthcare Inc	$	229.27	$	215.27	$	177.07	$	197.15	$	167.65	$	149.80	$	122.52	$	111.06	$	91.75	$	98.14	$	72.18	$	79.61
S&P 500	$	117.25	$	120.48	$	125.76	$	132.47	$	133.40	$	136.51	$	139.75	$	144.00	$	137.31	$	146.93	$	145.91	$	152.45
S&P Health Care	$	118.27	$	115.78	$	120.32	$	125.09	$	127.45	$	130.44	$	136.83	$	140.08	$	132.31	$	139.14	$	134.97	$	147.09

(1)$100 invested on January 31, 2020 in shares and in indices

The information above shall not be deemed "soliciting material" or to be "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities under that section, and shall not be incorporated by reference into any of our other filings under the Securities Exchange Act of 1934, as amended, or the Securities Act of 1933, as amended, regardless of any general incorporation language in those filings.

Recent Sales of Unregistered Securities

None.

Issuer Purchases of Equity Securities

None.

Use of Proceeds from Registered Securities

On January 30, 2020, our registration statement on Form S-1 (File No. 333-235792) relating to the initial public offering of our common stock was declared effective by the SEC. Pursuant to such registration statement, we issued and sold an aggregate of 20,125,000 shares of our common stock at a price of $14.00 per share for aggregate cash proceeds of approximately $258.2 million, net of underwriting discounts and commissions and offering costs, which includes the full exercise by the underwriters of their option to purchase additional shares of common stock. No payments for offering expenses were made directly or indirectly to (i) any of our officers or directors or their associates, (ii) any persons owning 10%

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approximately $258.2 million, net of underwriting discounts and commissions and offering costs, which includes the full exercise by the underwriters of their option to purchase additional shares of common stock. No payments for offering expenses were made directly or ~~indirectly to (i) any of our officers or directors or their associates, (ii) any persons owning 10% or~~ more of any class of our equity securities, or (iii) any of our affiliates. J.P. Morgan Securities LLC and Morgan Stanley & Co. LLC acted as joint-bookrunning managers for the offering.

There has been no material change in the expected use of the net proceeds from our initial public offering, as described in our final prospectus filed with the SEC on February 3, 2020 pursuant to Rule 424(b) under the Securities Act of 1933, as amended.

Item 6. Reserved

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Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations.

The following Management's Discussion and Analysis of Financial Condition and Results of Operations should be read together with our consolidated financial statements and accompanying notes included elsewhere in this Annual Report. This discussion includes both historical information and forward-looking statements based upon current expectations that involve risks, uncertainties and assumptions. We have omitted discussion of ~~2019~~2020 results where it would be redundant to the discussion previously included in Part II, Item 7 of our Annual Report on Form 10-K for the year ended December 31, ~~2020~~2021. Our results of operations include the results of operations of Iora for the period from the close of our acquisition on September 1, 2021 ~~through December 31, 2021~~onward. Our actual results may differ materially from management’s expectations and those anticipated in these forward-looking statements as a result of various factors, including, but not limited to, our ability to timely and successfully achieve the anticipated benefits and potential synergies of our acquisition of Iora Health, Inc. and the continuing impact of the COVID-19 pandemic, ~~and~~ societal and governmental responses and macroeconomic challenges and uncertainties. including inflationary pressures, as well as those discussed in “Risk Factors” and elsewhere in this Annual Report on Form 10-K. In addition, this Annual Report includes forward-looking statements about the occurrence of any event, change, or other circumstance that could delay or prevent closing of the proposed Amazon Merger or give rise to the termination of the Merger Agreement pertaining to the Amazon Merger. The forward-looking statements contained herein do not assume the consummation of the proposed transaction with Amazon unless specifically stated otherwise.

Overview

We have developed a modernized healthcare membership model based on direct consumer enrollment and third-party sponsorship across commercially insured and Medicare populations. Our membership model includes seamless access to 24/7 digital health services paired with inviting in-office care routinely covered by most health care payers. Our technology drives high monthly active usage within our membership, promoting ongoing and longitudinal patient relationships for better health outcomes and high member retention. Our technology also helps our service-minded team in building trust and rapport with our members by facilitating proactive digital health outreach as well as responsive on-demand virtual and in-office care. Our digital health services and our well-appointed offices, which tend to be located in highly convenient locations, are staffed by a team of clinicians who are not paid on a fee-for-service basis, and therefore free of misaligned compensation incentives prevalent in health care. Additionally, we have developed clinically and digitally integrated partnerships with health networks, better coordinating more timely access to specialty care when needed by members. Together, this approach allows us to engage in value-based care across all age groups, including through At-Risk arrangements with Medicare Advantage payers and CMS, in which One Medical is responsible for managing a range of healthcare services and associated costs of our members.

Our focus on simultaneously addressing the unfulfilled needs and frustrations of key stakeholders has allowed us to consistently grow the number of members we serve. From December 31, 2016 through December 31, ~~2021~~2022, inclusive of our acquisition of Iora, we grew our membership by ~~307~~207%. During the twelve months ended December 31, ~~2021~~2022 as compared to the twelve months ended December 31, ~~2016~~2017, inclusive of our acquisition of Iora, our net revenue grew ~~342~~491%, our digital interactions grew ~~422~~243%, and the number of in-office visits grew ~~183~~52%. As of December 31, ~~2021~~2022, we have grown to approximately ~~736~~836,000 total members including ~~703~~796,000 Consumer and Enterprise members and 3340,000 At-Risk members, ~~182~~221 medical offices in 2527 markets, and have greater than 89,~~500~~000 enterprise clients across the United States.

Proposed Acquisition by Amazon

On July 20, 2022, we entered into the Merger Agreement with Amazon. Subject to the terms and conditions of the Merger Agreement, Amazon will acquire the Company for $18 per share in an all-cash transaction valued at approximately $3.9 billion, including the Company’s net debt. As a result of the Amazon Merger, subject to the terms and conditions of the Merger Agreement, the Company will merge with a subsidiary of Amazon and become a wholly-owned indirect subsidiary of Amazon. The consummation of the Amazon Merger is subject to a number of closing conditions, including, among others, the receipt of certain regulatory approvals, as well as other customary closing conditions.

Under the Merger Agreement, and pursuant to an Interim Loan and Guaranty Agreement (the "Loan Agreement"), Amazon has agreed to provide senior unsecured interim debt financing to the Company in an aggregate principal amount of up to $300.0 million to be funded in up to ten tranches of $30.0 million per month, beginning on March 20, 2023 until the earlier

of the closing of the Amazon Merger and the termination of the Merger Agreement pursuant to its terms, with a maturity date of 24 months after the termination of the Merger Agreement pursuant to its terms. Among other terms and conditions, the Company has agreed to certain restrictive covenants and events of default customary for transactions of this type in connection with the debt financing. We intend to draw on the Loan Agreement, beginning March 2023, if the Amazon Merger has not closed prior to that date.

The Merger Agreement contains certain customary termination rights for the Company and Amazon. Upon termination of the Merger Agreement in accordance with its terms, under certain specified circumstances, Amazon will be obligated to pay to the Company a termination fee equal to $195.0 million in cash. If the Merger Agreement is terminated under other certain specified circumstances the Company will be obligated to pay to Amazon a termination fee equal to $136.0 million in cash.

See the section titled “Risk Factors—Risks Related to our Proposed Transaction with Amazon” included under Part I, Item 1A of this Annual Report on Form 10-K for more information regarding the risks associated with the Amazon Merger.

Impact of COVID-19 on Our Business

The COVID-19 pandemic has impacted and may continue to impact our operations, and net revenues, expenses, collectability of accounts receivables and other money owed, capital expenditures, liquidity, and overall financial condition.

~~During~~If some of the ~~first~~precautionary ~~half~~measures related to the COVID-19 pandemic are reinstated or some of ~~2020,~~the wechallenges ~~believe~~related to the COVID-19 pandemic ~~negatively~~resurface, ~~impacted~~such ~~our~~actions ~~business,~~or asevents ~~many~~may ofpresent ~~the~~additional ~~communities~~challenges weto ~~serve~~our ~~promoted~~business, ~~self-isolation~~financial ~~practices~~condition, and asresults ~~shelter-in-place~~of ~~requirements~~operations. ~~were~~As ~~enacted.~~a ~~These~~result, ~~measures~~we ~~and~~cannot ~~practices~~assure ~~reduced~~you that our recent increase in~~-office~~ ~~visits~~membership, ~~and~~aggregate ~~also~~reimbursement, ~~resulted~~and inrevenue ~~temporary~~are ~~closures~~indicative of ~~certain~~future ~~offices~~results ~~and~~or ~~delays~~will inbe ~~openings~~sustained, ofincluding ~~some~~following ofthe ~~our~~COVID-19 ~~new~~pandemic, ~~medical~~or ~~offices~~that ~~which~~we ~~negatively~~will ~~affected~~not ~~our~~experience ~~net~~additional ~~revenue~~impacts associated with COVID-19, which could be significant. ~~Correspondingly~~Additionally, ~~our~~it ~~cost~~is unclear what the impact of ~~care~~the asCOVID-19 apandemic ~~percentage~~will ofbe ~~net~~on ~~revenue~~future utilization, medical expense patterns, and ~~loss~~the ~~from~~associated ~~operations~~impact ~~also~~on ~~increased~~our business.

~~Beginning~~The inCoronavirus ~~the~~Aid, ~~second~~Relief, ~~half~~and ofEconomic ~~2020~~Security Act (“CARES Act”) was enacted on March 27, we2020. ~~believe~~Intended to provide economic relief to those impacted by the COVID-19 pandemic, ~~helped~~the ~~drive~~CARES anAct ~~increase~~includes invarious ~~membership~~tax and lending provisions, anamong ~~increase~~others. inUnder ~~total~~the ~~revenue~~CARES ~~due~~Act, towe ~~new~~received income grants of $1.8 million and ~~expanded~~$2.6 ~~service~~million ~~offerings~~from the Provider Relief Fund administered by the Department of Health and Human Services (“HHS”), which we recognized as Grant income during the years ended December 31, 2021 and an2020, ~~increase~~respectively. inThe ~~our~~Company ~~aggregate~~did ~~billable~~not ~~services~~receive any income grants from HHS during the year ended December 31, 2022. ~~COVID-19~~Please ~~has~~see ~~also~~Note ~~resulted~~5, in"Revenue anRecognition" ~~increase~~to our consolidated financial statements in ~~our~~Part ~~medical~~IV, ~~claims~~Item ~~expenses~~15 ~~for~~of ~~our~~this ~~At-Risk~~Annual ~~business~~Report on Form 10-K.

For example, we believe COVID-19 caused our value proposition to resonate with a broader audience of consumers seeking access to primary care, as well as with a broader audience of employers focusing on safely reopening their workplaces and managing the ongoing health and well-being of employees and their families. As a result, we experienced increased demand for our memberships beginning in the second half of 2020.

In addition, we expanded our service offering in part as a response to COVID-19 and launched several new billable services, including:

•COVID-19 testing, and counseling across all of our markets, including in our offices and in several mobile COVID-19 testing sites;

•COVID-19 vaccinations in select geographies;

•Healthy Together, our COVID-19 screening and testing program for employers, schools and universities;

•Mindset by One Medical, our behavioral health service integrated within primary care;

•One Medical Now, an expansion of our 24/7 on-demand digital health solutions to employees of enterprise clients located in geographies where we are not yet physically present; and,

•Remote Visits, where our providers perform typical primary care visits with our members remotely

We believe some of the precautionary measures and challenges resulting from the COVID-19 pandemic may continue or be reinstated. Such actions or events may present additional challenges to our business, financial condition and results of operations. As a result, we cannot assure you that our recent increase in membership, aggregate reimbursement and revenue are indicative of future results or will be sustained, including following the COVID-19 pandemic, or that we will not experience additional impacts associated with COVID-19, which could be significant. Additionally, it is unclear what the impact of the COVID-19 pandemic will be on future utilization, medical expense patterns, and the associated impact on our business.

The Coronavirus Aid, Relief, and Economic Security Act (“CARES Act”) was enacted on March 27, 2020. Intended to provide economic relief to those impacted by the COVID-19 pandemic, the CARES Act includes various tax and lending provisions, among others. Under the CARES Act, we received an income grant of $1.8 million and $2.6 million from the Provider Relief Fund administered by the Department of Health and Human Services (“HHS”), which we recognized as Grant income during the year ended December 31, 2021 and 2020, respectively. Please see Note 5, "Revenue Recognition" to our consolidated financial statements in Part IV, Item 15 of this Annual Report on Form 10-K.

Acquisition of Iora

On September 1, 2021, we acquired all outstanding equity and capital stock of Iora Health, Inc. ("Iora"), a human-centered, value-based primary care group with built-for-purpose technology focused on serving the Medicare population, for an aggregate purchase consideration of approximately $1.4 billion. Iora developed an innovative, technology-enabled, and relationship-based health care delivery model designed to provide value-based primary care and aims to deliver superior health outcomes and lower overall health care costs primarily for the Medicare population. During 2021, we incurred approximately $39.5 million expenses related to this transaction. Our results of operations include the activity of Iora beginning from the close of our acquisition on September 1, 2021. See Note 8, "Business Combinations" to our consolidated financial statements in Part IV, Item 15 of this Annual Report on Form 10-K.

Our Business Model

Our business is driven by growth in Consumer and Enterprise members, and At-Risk members (see also "Key Metrics and Non-GAAP Financial Measures"). We have developed a modernized membership model based on direct consumer enrollment and third-party sponsorship. Our membership model includes seamless access to 24/7 digital health paired with inviting in-office care routinely covered by most health care payers. Consumer and Enterprise members join either individually as consumers by paying an annual membership fee or are sponsored by a third party. At-Risk members are members for whom we are responsible for managing a range of healthcare services and associated costs. Digital health services are delivered via our mobile app and website, through such modalities as video and voice encounters, chat, and messaging. Our in-office care is delivered in our medical offices, and, as of December 31, ~~2021~~2022, we had ~~182~~221 medical offices, compared to ~~107~~182 medical offices as of December 31, ~~2020~~2021.

We derive net revenue, consisting of Medicare revenue and commercial revenue, from multiple stakeholders, including consumers, employers, and health networks such as health systems and government and private payers.

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Medicare Revenue

Medicare revenue consists of (i) Capitated Revenue and (ii) fee-for-service and other revenue that is not generated from Consumer and Enterprise members.

We generate Capitated Revenue from At-Risk arrangements with Medicare Advantage payers and CMS. Under these At-Risk arrangements, we generally receive capitated payments, consisting of each eligible member’s risk adjusted health care premium PMPM, for managing a range of healthcare services and associated costs for such members. The risk adjusted health care premium PMPM is determined by payers and based on a variety of patients' factors such as age and demographic benchmarks, and further adjusted to reflect the underlying complexity of a member’s health conditions. These fees give us revenue economics that are contractually recurring in nature for a majority of our Medicare revenue. Capitated Revenue represents 9798% of Medicare revenue and 2049% of total net revenue, respectively, for the year ended December 31, ~~2021~~2022.

We generate fee-for-service and other revenue from fee-for-service visits for Other Patients not covered under At-Risk arrangements and from certain payers for clinical start-up, administration, or on-going coordination of care activities associated with providing care to At-Risk members and other Medicare patients.

Commercial Revenue

Commercial revenue consists of (i) partnership revenue, (ii) net fee-for-service revenue, and (iii) membership revenue.

We generate our partnership revenue from (i) our health network partners with whom we have clinically and digitally integrated, primarily on a PMPM basis, (ii) largely fixed price or fixed price per employee contracts with enterprise clients for medical services, and (iii) COVID-19 on-site testing services for enterprise clients, schools and universities where we typically bill such customers a fixed price per service performed. For our health network arrangements that provide for PMPM payments, when our medical offices provide professional clinical services to covered members, we, as administrator, perform billing and collection services on behalf of the health network, and the health network receives the fees for services provided, including those paid by members’ insurance plans. In those circumstances, we earn and receive ~~PMPM~~ payments from the health network partners in lieu of per visit fees for services from member office visits. See “Business—Our Health Network Partnerships.” in Part I, Item 1 of this Annual Report on Form 10-K.

Our net fee-for-service revenue primarily consists of reimbursements received from our members' or other patients' health insurance plans or those with billing rates based on our agreements with our health network partners for healthcare services delivered to Consumer and Enterprise members on a fee-for-service basis.

We generate our membership revenue through the annual membership fees charged to either consumer members or enterprise clients, as well as fees paid for our One Medical Now service offering. As of December 31, ~~2021~~2022, our list price for new members for an annual consumer membership was $199. Our enterprise clients typically pay a discounted fee collected in advance, based on a rate per employee per month.

Our membership fee revenue and partnership revenue are contractual and, with the exception of our COVID-19 on-site testing services, generally recurring in nature. Membership revenue and partnership revenue as a percentage of commercial revenue was 6370% and 6063% for the ~~year~~years ended ~~2021~~December 31, 2022 and ~~2020~~2021, respectively. Membership revenue and partnership revenue as a percentage of total net revenue was 5034% and 6050% for the ~~year~~years ended ~~2021~~December 31, 2022 and ~~2020~~2021, respectively.

Key Factors Affecting Our Performance

•Acquisition of Net New Members. Our ability to increase our membership will enable us to drive financial growth as members drive our commercial revenue and Medicare revenue. We believe that we have significant opportunities to increase members in our existing geographies through (i) new sales to consumers and enterprise clients, (ii) expansion of the number of enrolled members, including dependents, within our enterprise clients, (iii) expansion of the number of At-Risk members, including Medicare Advantage participants or Medicare members for which we are at risk as a result of CMS' Direct Contracting Program (now redesigned and renamed the ACO REACH Program), (iv) expansion of Medicare Advantage payers, with whom we contract, and (v) adding other potential services.

•Components of Revenue. Our ability to maintain or improve pricing levels for our memberships and the pricing under our contracts with health networks will also impact our total revenue. As of December 31, 2021, our list price for new members for an annual consumer membership was $199. Our enterprise clients typically pay a discounted fee collected in advance, based on a rate per employee per month. In geographies where our health network partners pay us on a PMPM basis for Consumer and Enterprise members, to the extent that the PMPM 67

65•Components of Revenue. Our ability to maintain or improve pricing levels for our memberships and the pricing under our contracts with health networks will also impact our total revenue. As of December 31, 2022, our list price for new members for an annual consumer membership was $199. Our enterprise clients typically pay a discounted fee collected in advance, based on a rate per employee per month. In geographies where our health network partners pay us on a PMPM basis for Consumer and Enterprise members, to the extent that the PMPM rate changes, our partnership revenue will change. Similarly, if the largely fixed price or number of employees covered by fixed price per employee arrangements change, our partnership revenue will also change. Our net fee-for-service revenue is dependent on (i) our billing rates and third-party payer contracted rates through agreements with health networks, (ii) the mix of members who are commercially insured, and (iii) the nature and frequency of visits. Our net fee-for-service revenue may also change based on the services we provide to commercially insured Other Patients as defined in "Key Metrics and Non-GAAP Financial Measures" below. Our Medicare revenue is dependent on (i) the percentage of members in at-risk contracts, (ii) our contracted percentage of premium, (iii) our ability to accurately document the acuity of our At-Risk members, and (iv) the services we provide to Other Patients who are Medicare participants. In the future, we may add additional services for which we may charge in a variety of ways. To the extent the net amounts we charge our members, patients, partners, payers, and clients change, our net revenue will also change.

rate changes, our partnership revenue will change. Similarly, if the largely fixed price or number of employees covered by fixed price per employee arrangements change or the number of COVID-19 on-site tests or vaccinations changes, our partnership revenue will also change. Our net fee-for-service revenue is dependent on (i) our billing rates and third-party payer contracted rates through agreements with health networks, (ii) the mix of members who are commercially insured and (iii) the nature of visits. Our net fee-for-service revenue may also change based on the services we provide to commercially insured Other Patients as defined in "Key Metrics and Non-GAAP Financial Measures" below. Our Medicare revenue is dependent on (i) the percentage of members in at-risk contracts, (ii) our contracted percentage of premium, (iii) our ability to accurately document the acuity of our At-Risk members, and (iv) the services we provide to Other Patients who are Medicare participants. In the future, we may add additional services for which we may charge in a variety of ways. To the extent the net amounts we charge our members, patients, partners, payers and clients change, our net revenue will also change.

•Medical Claims Expense. The nature of our contracting with Medicare Advantage payers and CMS requires us to be financially responsible for a range of healthcare services of our At-Risk members. Our care model focuses on leveraging the primary care setting as a means of reducing unnecessary or avoidable health care costs and balancing the cost of care with the impact of our service on medical claims expense. We are liable for potentially large medical claims should we not effectively manage our At-Risk members’ health. We call the ratio between medical claims expense divided by Capitated Revenue the "Medical Claims Expense Ratio". As we sign up new At-Risk members, our Medical Claims Expense Ratio is likely to increase initially due to a potential increase in medical claims expense from a lag in improvement in health outcomes with member tenure. Similarly, there may be a lag in adequately documenting the health status of our members, resulting in different Capitated Revenue compared to what is indicated by the health status of an At-Risk member. We believe that the Medical Claims Expense Ratio for a given set of At-Risk members can improve over time as we help improve their health outcomes relative to their underlying health conditions.

•Cost of Care, Exclusive of Depreciation and Amortization. Cost of care primarily includes our provider and support employee-related costs for both virtual and in-office care, occupancy costs, medical supplies, insurance and other operating costs. Providers include doctors of medicine, doctors of osteopathy, nurse practitioners, physician assistants, and behavioral health specialists. Support employees include registered nurses, phlebotomists, health coaches, and administrative assistants assisting our members with all non-medical related services. Virtual care includes video visits and other synchronous and asynchronous communication via our app and website. A large portion of these costs are relatively fixed regardless of member utilization of our services. Our care model focuses on leveraging the primary care setting as a means of reducing unnecessary or avoidable health care costs and balancing the cost of care with the impact of increased service levels on medical claims expense. An increase in cost of care may help us in reducing total health care costs for our members. For Consumer and Enterprise members, this reduction in total health care costs typically accrues to the benefit of our enterprise clients or our members' health insurance plans through lower claims costs, or our members through lower deductibles, making our membership more competitive. For our At-Risk members, reductions in total health care costs typically accrue directly to us, to our health network partners such as Medicare Advantage payers and CMS, or to our At-Risk members, making our membership more competitive. As a result, we seek to balance the cost of care based on a variety of considerations. For example, cost of care as a percentage of net revenue may decrease if our net revenue increases. Similarly, our cost of care as a percentage of net revenue may increase if we decide to increase our investments in our providers or support employees to try to reduce our medical claims expense. As we open new offices, and expand into new geographies, we expect cost of care to increase. Our cost of care, exclusive of depreciation and amortization, also excludes stock-based compensation.

•Care Margin. Care Margin is driven by net revenue, medical claims expense, and cost of care. We believe we can (i) improve revenue over time by signing up more members and increasing the revenue per member, (ii) reduce Medical Claims Expense Ratio over time from primary care engagement and population health management, improving member health and satisfaction, while reducing the need for avoidable and costly care, and (iii) reduce cost of care as a percentage of revenue by better leveraging our fixed cost base and technology.

•Investments in Growth. We expect to continue to focus on long-term growth through investments in sales and marketing, technology research and development, and existing and new medical offices. We are working to enhance our digital health and technology offering and increase the potential breadth of our modernized platform solution. In particular, we plan to launch new offices and enter new geographies. As we expand to new geographies, we expect to make significant upfront investments in sales and marketing to establish brand awareness and acquire new members. Additionally, we intend to continue to invest in new offices in new and existing geographies. As we invest in new geographies, in the short term, we expect these activities to increase our operating expenses and cost of care; however, in the long term we anticipate that these investments will positively impact our results of operations.

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~~•Seasonality~~geographies, we expect to make significant upfront investments in sales and marketing to establish brand awareness and acquire new members. ~~Seasonality~~Additionally, ~~affects~~we ~~our~~intend ~~business~~to continue to invest in anew ~~variety~~offices ofin ~~ways~~new and existing geographies. InAs we invest in new geographies, in the ~~near~~short term, we expect these ~~typical~~activities ~~seasonal~~to ~~trends~~increase toour ~~fluctuate~~operating ~~due~~expenses toand cost of care; however, in the ~~COVID-19~~long ~~pandemic~~term we anticipate that these investments will positively impact our results of operations.

~~Medicare Revenue: We recognize Capitated Revenue from At-Risk members ratably over their period of enrollment~~•Seasonality. WeSeasonality ~~typically~~affects ~~experience the largest portion of~~ our ~~At-Risk~~business ~~member growth~~ in ~~the~~a ~~first~~variety ~~quarter, as the Medicare Advantage enrollment from the prior Medicare Annual Enrollment Period (“AEP”) becomes effective January 1. Throughout the remainder~~ of ~~year~~ways, weincluding ~~can~~seasonal ~~continue~~trends tosuch ~~enroll~~as ~~new~~influenza ~~At-Risk members predominantly through (i) new Medicare Advantage enrollees joining us outside AEP, (ii) through expanding the Medicare Advantage plans we are participating in,~~ and ~~(iii) adding additional geographies where we participate in At~~COVID-~~Risk arrangements~~19.

Medicare Revenue: We recognize Capitated Revenue from At-Risk members ratably over their period of enrollment. We typically experience the largest portion of our At-Risk member growth in the first quarter, as the Medicare Advantage enrollment from the prior Medicare Annual Enrollment Period (“AEP”) becomes effective January 1. Throughout the remainder of the year, we can continue to enroll new At-Risk members predominantly through (i) new Medicare Advantage enrollees joining us outside AEP, (ii) through expanding the Medicare Advantage plans we are participating in, (iii) adding additional geographies where we participate in At-Risk arrangements, and (iv) aligning additional Medicare patients to us as part of our ACO REACH participation.

Commercial Revenue: Our partnership and membership revenue are predominantly driven by the number of Consumer and Enterprise members, and recognized ratably over the period of each contract. While Consumer and Enterprise members have the opportunity to buy memberships throughout the year, we typically experience the largest portion of our Consumer and Enterprise member growth in the first and fourth quarter of each year, when enterprise customers tend to make and implement decisions on their employee benefits. Our net fee-for-service revenue is typically highest during the first and fourth quarter of each year, when we generally experience the highest levels of reimbursable visits.

Medical Claims Expense: Medical claims expense is driven by our At-Risk members and varies seasonally depending on a number of factors, including the weather and the number of business days in a quarter. Typically, we experience higher utilization levels during the first and fourth quarter of the year.

Key Metrics and Non-GAAP Financial Measures

We review a number of operating and financial metrics, including members, Medical Claims Expense Ratio, Care Margin and Adjusted EBITDA, to evaluate our business, measure our performance, identify trends affecting our business, formulate our business plan and make strategic decisions. These key metrics are presented for supplemental informational purposes only and should not be considered a substitute for financial information presented in accordance with GAAP. Care Margin and Adjusted EBITDA are not financial measures of, nor do they imply, profitability. We have not yet achieved profitability and, even in periods when our net revenue exceeds our cost of care, exclusive of depreciation and amortization, we may not be able to achieve or maintain profitability. The relationship of operating loss to cost of care, exclusive of depreciation and amortization is also not necessarily indicative of future performance.

Other companies may not publish similar metrics, or may present similarly titled key metrics that are calculated differently. As a result, similarly titled measures presented by other companies may not be directly comparable to ours and these key metrics should be considered in addition to, not as a substitute for, or in isolation from, measures prepared in accordance with GAAP, such as net loss. We provide investors and other users of our financial information with a reconciliation of Care Margin and Adjusted EBITDA to their most closely comparable GAAP financial measure. We encourage investors and others to review our financial information in its entirety, not to rely on any single financial measure and to view Care Margin and Adjusted EBITDA in conjunction with loss from operations and net loss, respectively.

	Year Ended December 31,
	2021		2020		2019
	2022		2021		2020
	(in thousands except for members)
Members (as of the end of the period)
Consumer and Enterprise	~~703~~796,000		~~549~~703,000		~~422~~549,000
At-Risk	3340,000		—33,000		—
Total	~~736~~836,000		~~549~~736,000		~~422~~549,000
Net revenue	$	~~623~~1,~~315~~045,547	$	~~380~~623,~~223~~315	$	~~276~~380,~~258~~223
Care margin	$	~~188~~184,~~133~~389	$	~~145~~188,~~264~~133	$	~~108~~145,~~640~~264
Adjusted EBITDA	$	(34144,~~858~~101)	$	(1334,~~890~~858)	$	(2413,~~968~~890)

Members

Members include both Consumer and Enterprise members as well as At-Risk members as defined below. Our number of members depends, in part, on our ability to successfully market our services directly to consumers including Medicare-eligible as well as non-Medicare eligible individuals, to Medicare Advantage health plans and Medicare Advantage enrollees, to employers that are not yet enterprise clients, as well as our activation rate within existing enterprise clients. We define estimated activation rate for any enterprise client at a given time as the percentage of eligible lives enrolled as members. While growth in the number of members is an important indicator of expected revenue growth, it also informs our management of the areas of our business that will require further investment to support expected future member growth. Member numbers as of the end of each period are rounded to the thousands.

Consumer and Enterprise Members

A Consumer and Enterprise member is a person who has registered with us and has paid for membership for a period of at least one year or whose membership has been sponsored by an enterprise or other third party under an agreement having a term of at least one year. Consumer and Enterprise members do not include trial memberships, our virtual only One Medical Now users, or any temporary users. Our number of Consumer and Enterprise members depends, in part, on our ability to successfully market our services directly to consumers and to employers that are not yet enterprise clients and our activation rate within existing clients. Consumer and Enterprise members may include individuals who are: (i) Medicare-eligible and (ii) have paid for a membership or whose membership has been sponsored by an enterprise or other third party. Consumer and Enterprise members do not include any At-Risk members as defined below. Consumer and Enterprise members help drive commercial revenue. As of December 31, ~~2021~~2022, we had ~~703~~796,000 Consumer and Enterprise members.

At-Risk Members

An At-Risk member is a person for whom we are responsible for managing a range of healthcare services and associated costs. At-Risk members help drive Medicare revenue. As of December 31, ~~2021~~2022, we had 3340,000 At-Risk members.

Members (in thousands)*

*Number of members is shown as of the end of each period.

Other Patients

An “Other Patient” is a person who is neither a Consumer and Enterprise member nor an At-Risk member, and who has received digital or in-person care from us over the last twelve months. As of December 31, ~~2021~~2022, we had 217,000 Other Patients.

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Medical Claims Expense Ratio

We define Medical Claims Expense Ratio as medical claims expense divided by Capitated Revenue. The nature of our contracting with Medicare Advantage payers and CMS requires us to be financially responsible for a range of healthcare services of our At-Risk members. Our care model focuses on leveraging the primary care setting as a means of reducing unnecessary or avoidable health care costs and balancing our cost of care with the impact of our service levels on medical claims expense. We are liable for potentially large medical claims should we not effectively manage our At-Risk members’ health. We therefore consider the Medical Claims Expense Ratio to be an important measure to monitor our performance. As we sign up new At-Risk members or open new offices to serve these members, our Medical Claims Expense Ratio is likely to increase initially due to a potential increase in medical claims expense from a lag in improvement in health outcomes with member tenure. Similarly, there may be a lag in adequately documenting the health status of our members, resulting in different Capitated Revenue compared to what is indicated by the health status of an At-Risk member. See "Risk Factors—Risks Related to Taxation and Accounting Standards" included under Part I, Item 1A of this Annual Report on Form 10-K for additional information on risks related to estimates and judgments about liability for medical claims that are incurred but not yet reported. We believe that the Medical Claims Expense Ratio for a given set of At-Risk members can improve over time as we help improve their health outcomes relative to their underlying health conditions. The following table provides a calculation of the Medical Claims Expense Ratio for the years ended December 31, 2022 and 2021:

We define Medical Claims Expense Ratio as medical claims expense divided by Capitated Revenue. The nature of our contracting with Medicare Advantage payers and CMS requires us to be financially responsible for a range of healthcare services of our At-Risk members. Our care model focuses on leveraging the primary care setting as a means of reducing unnecessary or avoidable health care costs and balancing our cost of care with the impact of our service levels on medical claims expense. We are liable for potentially large medical claims should we not effectively manage our At-Risk members’ health. We therefore consider the Medical Claims Expense Ratio to be an important measure to monitor our performance. As we sign up new At-Risk members or open new offices to serve these members, our Medical Claims Expense Ratio is likely to increase initially due to a potential increase in medical claims expense from a lag in improvement in health outcomes with member tenure. Similarly, there may be a lag in adequately documenting the health status of our members, resulting in different Capitated Revenue compared to what is indicated by the health status of an At-Risk member. We believe that the Medical Claims Expense Ratio for a given set of At-Risk members can improve over time as we help improve their health outcomes relative to their underlying health conditions.


	Year Ended December 31,
	2022			2021
	(in thousands)			(in thousands)
Medical claims expense	$	419,659		$	116,543
Capitated Revenue	$	517,395		$	126,609
Medical Claims Expense Ratio	81		%	92		%

~~The following table provides a calculation of the~~ Medical Claims Expense Ratio ~~for~~Cohort ~~the~~Trends: ~~year~~2018 ~~ended~~(and ~~December 31,~~prior) ~~2021:~~to 2022

	Year Ended December 31,
	2021
	(in thousands)
Medical claims expense	$	116,543
Capitated Revenue	$	126,609
Medical Claims Expense Ratio	92		%

The following graph presents the historical Medical Claims Expense Ratio and includes our performance in the ACO Reach Program beginning in 2022. We believe the 2018 and prior to 2022 cohorts are a fair representation of our overall patient population because they include patients across geographies and demographics.

~~Medical~~ (1) ~~Claims~~The ~~Expense~~2022 ~~Ratio~~performance ~~Cohort~~year ~~Trends:~~data ~~2017~~includes toMedicare ~~2021~~Advantage and the ACO REACH Program (formerly CMS' Direct Contracting Program).

The following graph presents the historical Medical Claims Expense Ratio trended by Medicare Advantage At-Risk members by sign-up year. We believe the 2017 to 2021 cohorts are a fair representation of our overall patient population because they include patients across geographies and demographics.71

~~(1)~~The following graph presents our At-Risk members ~~are~~by ~~included~~sign-up inyear ~~our~~and includes members ~~count~~from the ACO REACH Program beginning ~~from~~in 2022. We believe the ~~acquisition~~2018 ~~date~~and prior to 2022 cohorts are a fair representation of ~~September 1,~~our ~~2021~~overall patient population because they include patients across geographies and demographics.

69 (1) The 2022 performance year data includes Medicare Advantage and the ACO REACH Program (formerly CMS' Direct Contracting Program).

The following graph presents our Medicare Advantage At-Risk members by sign-up year. We believe the 2017 to 2021 cohorts are a fair representation of our overall patient population because they include patients across geographies and demographics.

(1) At-Risk members are included in our members count beginning from the acquisition date of September 1, 2021.

Care Margin

We define Care Margin as income or loss from operations excluding depreciation and amortization, general and administrative expense, and sales and marketing expense. We consider Care Margin to be an important measure to monitor our performance, specific to the direct costs of delivering care. We believe this margin is useful to both us and investors to measure whether we are effectively pricing our services and managing the health care and associated costs, including medical claims expense and cost of care, of our At-Risk members successfully.

The following table provides a reconciliation of loss from operations, the most closely comparable GAAP financial measure, to Care Margin:

	Year Ended December 31,
	2021			2020			2019
	2022			2021			2020
	(in thousands)
Loss from operations	$	(~~243~~419,~~484~~695)		$	(71243,~~359~~484)		$	(5471,~~113~~359)
Sales and marketing*	6197,~~994~~065			3661,~~967~~994			3936,~~520~~967
General and administrative*	~~323~~415,~~127~~834			~~157~~323,~~282~~127			~~108~~157,~~965~~282
Depreciation and amortization	4691,~~496~~185			2246,~~374~~496			1422,~~268~~374
Care margin	$	~~188~~184,~~133~~389		$	~~145~~188,~~264~~133		$	~~108~~145,~~640~~264
Care margin as a percentage of net revenue	3018		%	3830		%	3938		%

*Includes stock-based compensation

Adjusted EBITDA

We define Adjusted EBITDA as net income or loss excluding interest income, interest and other income (expense), depreciation and amortization, stock-based compensation, change in the fair value of our redeemable convertible preferred stock warrant liability, provision for (benefit from) income taxes, certain legal or advisory costs, and acquisition and integration costs that we do not consider to be expenses incurred in the normal operation of the business. Such legal or advisory costs may include but are not limited to expenses with respect to evaluating potential business combinations, legal investigations, or settlements. Acquisition and integration costs include expenses incurred in connection with the closing and integration of acquisitions, which may vary significantly and are unique to each acquisition. We started to exclude prospectively from our presentation certain legal or advisory costs from the first quarter of 2021 and acquisition and integration costs from the second quarter of 2021, because amounts incurred in the prior periods were insignificant relative to our consolidated operations. We include Adjusted EBITDA in this Annual Report because it is an important measure upon which our management assesses and believes investors should assess our operating performance. We consider Adjusted EBITDA to be an important measure to both management and investors because it helps illustrate underlying trends in our business and our historical operating performance on a more consistent basis.

liability, provision for (benefit from) income taxes, certain legal or advisory costs, and acquisition and integration costs that we do not consider to be expenses incurred in the normal operation of the business. Such legal or advisory costs may include but are not limited to expenses with respect to evaluating potential business combinations, legal investigations, or settlements. Acquisition and integration costs include expenses incurred in connection with the closing and integration of acquisitions, which may vary significantly and are unique to each acquisition. We started to exclude prospectively from our presentation certain legal or advisory costs from the first quarter of 2021 and acquisition and integration costs from the second quarter of 2021, because amounts incurred in the prior periods were insignificant relative to our consolidated operations. We include Adjusted EBITDA in this Annual Report because it is an important measure upon which our management assesses and believes investors should assess our operating performance. We consider Adjusted EBITDA to be an important measure to both management and investors because it helps illustrate underlying trends in our business and our historical operating performance on a more consistent basis.

Adjusted EBITDA has limitations as an analytical tool, including:

•although depreciation and amortization are non-cash charges, the assets being depreciated and amortized may have to be replaced in the future, and Adjusted EBITDA does not reflect cash used for capital expenditures for such replacements or for new capital expenditures;

•Adjusted EBITDA does not include the dilution that results from stock-based compensation or any cash outflows included in stock-based compensation, including from our purchases of shares of outstanding common stock; and

•Adjusted EBITDA does not reflect interest expense on our debt or the cash requirements necessary to service interest or principal payments.

The following table provides a reconciliation of net loss, the most closely comparable GAAP financial measure, to Adjusted EBITDA, calculated as set forth above:

	Year Ended December 31,
	2021		2020		2019
	2022		2021		2020
	(in thousands)
Net loss	$	(~~254~~397,~~641~~847)	$	(89254,~~421~~641)	$	(5389,~~695~~421)
Interest income	(~~798~~2,015)		(~~1,809~~798)		(41,~~498~~809)
Interest and other expense	13,757		13,434		474
Interest and other income (expense)	11,681		13,757		13,434
Depreciation and amortization	4691,~~496~~185		2246,~~374~~496		1422,~~268~~374
Stock-based compensation	~~112~~146,~~298~~916		35112,~~095~~298		1435,~~877~~095
Change in fair value of redeemable convertible preferred stock warrant liability	—		~~6,560~~—		36,~~519~~560
Provision for (benefit from) income taxes	(131,~~802~~514)		(~~123~~1,802)		87(123)
Legal or advisory costs (1) (2)	~~16,514~~547		—16,514		—
Acquisition and integration costs	3336,~~318~~946		—33,318		—
Adjusted EBITDA	$	(34144,~~858~~101)	$	(1334,~~890~~858)	$	(2413,~~968~~890)


(1)			Approximately $5.6 million of the legal or advisory costs relate to a legal settlement during the year ended December 31, 2021. See Note 17 "Commitments and Contingencies".

(2)			Amount excludes approximately $1.2 million of legal or advisory costs incurred during the year ended December 31, 2020. We began excluding certain legal or advisory costs from Adjusted EBITDA starting from the first quarter of 2021.

Components of Our Results of Operations

Net Revenue

We generate net revenue through Medicare revenue and commercial revenue. We generate Medicare revenue from Capitated Revenue, and fee-for-service and other revenue. We generate commercial revenue from partnership revenue, net fee-for-service revenue, and membership revenue.

71Capitated Revenue. We generate Capitated Revenue from At-Risk arrangements with payers including Medicare Advantage plans and CMS. Under these At-Risk arrangements, we receive capitated payments, consisting of each eligible member’s risk adjusted health care premium per month, for managing a range of healthcare services and associated costs for such members. The risk adjusted health care premium per month is determined by payers and based on a variety of a patient's factors such as age and demographic benchmarks, and further adjusted to reflect the underlying complexity of a member’s health conditions. Capitated Revenue is recognized in the month in which eligible members are entitled to receive healthcare benefits during the contract term. We expect our Capitated Revenue to increase as a percentage of total net revenue in future periods.

~~Capitated~~Fee-For-Service and Other Revenue. We generate ~~Capitated Revenue from At~~fee-~~Risk~~for-service ~~arrangements~~and ~~with~~other ~~payers~~revenue ~~including~~from ~~Medicare~~fee-for-service ~~Advantage~~visits ~~plans~~for ~~and~~Other ~~CMS.~~Patients ~~Under~~not ~~these~~covered under At-Risk arrangements, weand ~~receive~~from ~~capitated~~certain ~~payments,~~payers ~~consisting~~for ofclinical ~~each~~start-up, ~~eligible member’s risk adjusted health care premium per month ("PMPM")~~administration, ~~for~~and ~~managing~~on-going acoordination ~~range~~ of ~~healthcare~~care ~~services~~activities ~~and~~ associated ~~costs~~with ~~for~~providing ~~such members. The risk adjusted health~~ care ~~premium per month is determined by payers and based on a variety of a patient's factors such as age and demographic benchmarks, and further adjusted~~ to ~~reflect~~At-Risk ~~the underlying complexity of a member’s health conditions. Capitated Revenue is recognized in the month in which eligible~~ members ~~are~~and ~~entitled~~other toMedicare ~~receive healthcare benefits during the contract term~~patients. ~~We expect our Capitated Revenue to increase as a percentage of total net revenue in future periods.~~

~~Fee-For-Service~~Partnership ~~and Other~~ Revenue. We generate ~~fee-~~partnership revenue from (i) our health network partners primarily on a PMPM basis, (ii) largely fixed price or fixed price per employee contracts with enterprise clients for~~-service~~ ~~and~~medical ~~other~~services, ~~revenue~~and ~~from~~(iii) ~~fee~~COVID-~~for~~19 on-~~service~~site ~~visits~~testing services for ~~Other~~enterprise ~~Patients~~clients, ~~not~~schools ~~covered~~and ~~under~~universities ~~At-Risk~~for which we typically bill such customers a fixed price per service performed. Under our partnership arrangements, ~~and~~we ~~from~~generally ~~certain~~receive ~~payers~~fees ~~for~~that ~~clinical~~are ~~start-up~~linked to PMPM, ~~administration~~fixed price, ~~on-going~~fixed ~~coordination~~price ofper ~~care~~employee, ~~activities~~fixed ~~associated~~price ~~with~~per ~~providing~~service ~~care~~or capitation arrangements. All partnership revenue is recognized during the period in which we are obligated to ~~At-Risk~~provide ~~members~~professional clinical services to the member, employee or participant, as applicable, and ~~other~~associated ~~Medicare~~management, ~~patients.~~operational, and administrative services to the health network partner, enterprise client, schools, and universities.

Partnership Revenue. We generate partnership revenue from (i) our health network partners on a PMPM basis, (ii) largely fixed price or fixed price per employee contracts with enterprise clients for medical services and (iii) COVID-19 on-site testing services for enterprise clients, schools and universities for which we typically bill such customers a fixed price per service performed. Under our partnership arrangements, we generally receive fees that are linked to PMPM, fixed price, fixed price per employee, fixed price per service, or capitation arrangements. All partnership revenue is recognized during the period in which we are obligated to provide professional clinical services to the member, employee, or participant, as applicable, and associated management, operational and administrative services to the health network partner, enterprise client, schools and universities.

Net fee-for-service revenue. We generate net fee-for-service revenue from providing primary care services to patients in our offices when we bill the member or their insurance plan on a fee-for-service basis as medical services are rendered. While significantly all of our patients are members, we occasionally also provide care to non-members.

Membership Revenue. We generate membership revenue from the annual membership fees charged to either consumer members or enterprise clients, who purchase access to memberships for their employees and dependents. Membership revenue also includes fees we receive from enterprise clients for trial memberships or for access to our One Medical Now service offering. Membership revenue is recognized ratably over the contract period with the individual member or enterprise client.

Grant Income. Under the CARES Act, we were eligible for and received grant income from the Provider Relief Fund administered by HHS during the years ended December 31, 2021 and 2020. The purpose of the payment is to reimburse us for healthcare-related expenses or lost revenues attributable to COVID-19. The Company did not receive any income grants from the HHS for the year-ended December 31, 2022.

The following table summarizes ~~the~~our Company's net revenue by primary source as a percentage of net revenue. Amounts may not sum due to rounding.

	Year Ended December 31,
	2021		2020		2019
Net revenue:
Capitated revenue	20	%	—	%	—	%
Fee-for-service and other revenue	1	%	—	%	—	%
Total Medicare revenue	21	%	—	%	—	%
Partnership revenue	36	%	42	%	29	%
Net fee-for-service revenue	29	%	39	%	53	%
Membership revenue	14	%	18	%	19	%
Grant income	—	%	1	%	—	%
Total commercial revenue	79	%	100	%	100	%
Total net revenue	100	%	100	%	100	%


	Year Ended December 31,
	2022		2021		2020
Net revenue:
Capitated revenue	49	%	20	%	—	%
Fee-for-service and other revenue	1	%	0.5	%	—	%
Total Medicare revenue	51	%	21	%	—	%
Partnership revenue	25	%	36	%	42	%
Net fee-for-service revenue	15	%	29	%	39	%
Membership revenue	10	%	14	%	18	%
Grant income	—	%	0.3	%	0.7	%
Total commercial revenue	49	%	79	%	100	%
Total net revenue	100	%	100	%	100	%

Operating Expenses

Medical Claims Expense

Medical claims expenses primarily consist of certain third-party medical expenses paid by payers contractually on behalf of us, including costs for inpatient and outpatient services, certain pharmacy benefits and physician services but excludes cost of care, exclusive of depreciation and amortization. We expect our medical claims expense to increase in absolute dollars as our Capitated Revenue increases in future periods.

Cost of Care, Exclusive of Depreciation and Amortization

Cost of care primarily includes provider and support employee-related costs for both virtual and in-office care, occupancy costs, medical supplies, insurance, and other operating costs. Providers include doctors of medicine, doctors of osteopathy, nurse practitioners, physician assistants, and behavioral health specialists. Support employees include registered nurses, phlebotomists, health coaches, and administrative assistants assisting our members with all non-medical related services. Virtual care includes video visits and other synchronous and asynchronous communication via our app and website. A large portion of these costs are relatively fixed regardless of member utilization of our services. As we open new offices, and expand into new geographies, we expect cost of care to increase. Our cost of care, exclusive of depreciation and amortization, also excludes stock-based compensation.

Sales and Marketing

Sales and marketing expenses consist of employee-related expenses, including salaries and related costs, commissions and stock-based compensation costs for our employees engaged in marketing, sales, account management, and sales support. Sales and marketing expenses also include advertising production and delivery costs of communications materials that are produced to generate greater awareness and engagement among our clients and members, third-party independent research, trade shows and brand messages and public relations costs.

We expect our sales and marketing expenses to increase as we strategically invest to expand our business. We expect to hire additional sales personnel and related account management and sales support personnel to capture an increasing amount of our market opportunity. We also expect to continue our brand awareness and targeted marketing campaigns. As we scale our sales and marketing, we expect these expenses to increase in absolute dollars.

General and Administrative

General and administrative expenses include employee-related expenses, including salaries and related costs and stock-based compensation for all employees, except sales and marketing teams, which are included in the sales and marketing expenses. In addition, general and administrative expenses include corporate technology, occupancy costs, legal, and professional services expenses.

We expect our general and administrative expenses to increase over time due to the additional costs associated with continuing to grow our business.

Depreciation and Amortization

Depreciation and amortization consist primarily of depreciation of property and equipment and amortization of capitalized software development costs.

Other Income (Expense)

Interest Income

Interest income consists of income earned on our cash and cash equivalents, restricted cash, and marketable securities.

73Interest and Other Income (Expense)

Interest and ~~Other~~other ~~Expense~~income (expense) consists of interest costs associated with our notes payable issued pursuant to our convertible senior notes (the “2025 Notes”). Interest and other income (expense) also consists of remeasurement adjustment related to our indemnification asset. Upon the close of the Iora acquisition, as part of the merger agreement (the "Iora Merger Agreement"), certain shares of our common stock were placed into a third-party escrow account to satisfy any then pending and unsatisfied or unresolved claim for indemnification for any indemnifiable loss incurred by us pursuant to the indemnity provisions of the Iora Merger Agreement. The indemnification asset is subject to remeasurement at each reporting date until the shares are released from escrow, with the remeasurement adjustment reported as interest and other income (expense) in our consolidated statement of operations. Interest and other income (expense) also consists of the gain recognized upon the settlement of contingent consideration.

Interest and other expense consists of interest costs associated with our notes payable issued pursuant to the loan and security agreement with an institutional lender (the “LSA”) and our convertible senior notes (the “2025 Notes”). On September 1, 2020, the term loans pursuant to the LSA matured and the remaining outstanding principal was repaid, plus accrued and unpaid interests. Interest and other expense also consists of remeasurement adjustment related to our indemnification asset. Upon the close of the Iora acquisition, as part of the Merger Agreement, certain shares of our common stock were placed into a third-party escrow account to satisfy any then pending and unsatisfied or unresolved claim for indemnification for any indemnifiable loss incurred by us pursuant to the indemnity provisions of the Merger Agreement. The indemnification asset is subject to remeasurement at each reporting date until the shares are released from escrow, with the remeasurement adjustment reported as interest and other expense in our consolidated statement of operations.

Change in Fair Value of Redeemable Convertible Preferred Stock Warrant Liability

Prior to our initial public offering in January 2020, we classified our redeemable convertible preferred stock warrants as a liability in our consolidated balance sheets. We remeasured the redeemable convertible preferred stock warrant liability to fair value at each reporting date and recognized changes in the fair value of the redeemable convertible preferred stock warrant liability as a component of other income (expense), net in our consolidated statements of operations.

Upon the closing of our initial public offering, the warrants to purchase shares of redeemable convertible preferred stock became exercisable for shares of common stock, at which time we adjusted the redeemable convertible preferred stock warrant liability to fair value prior to reclassifying the redeemable convertible preferred stock warrant liability to additional paid-in capital. As a result, following the closing of our initial public offering, the warrants are no longer subject to fair value accounting.

Provision for (Benefit from) Income Taxes

We account for income taxes using an asset and liability approach. Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. Valuation allowances are provided when necessary to reduce net deferred tax assets to an amount that is more likely than not to be realized.

In determining whether a valuation allowance for deferred tax assets is necessary, we analyze both positive and negative evidence related to the realization of deferred tax assets and inherent in that, assess the likelihood of sufficient future taxable income. We also consider the expected reversal of deferred tax liabilities and analyze the period in which these would be expected to reverse to determine whether the taxable temporary difference amounts serve as an adequate source of future taxable income to support the realizability of the deferred tax assets.

Net Loss Attributable to Noncontrolling Interest

In September 2014, we entered into a joint venture agreement with a healthcare system to jointly operate physician-owned primary care offices in a market. We had the responsibility for the provision of medical services and for the day-to-day operation and management of the offices, including the establishment of guidelines for the employment and compensation of the physicians. Based upon this and other provisions of the operating agreement that indicated that we directed the economic activities that most significantly affect the economic performance of the joint venture, we determined that the joint venture was a variable interest entity and we were the primary beneficiary. Accordingly, we consolidated the joint venture and the healthcare system’s interest was shown within equity (deficit) as noncontrolling interest. The healthcare system’s share of earnings was recorded in the consolidated statements of operations as net loss attributable to noncontrolling interest.

Effective April 1, 2020, we terminated the joint venture agreement with the healthcare system and transferred our ownership interest in the joint venture to the healthcare system. As a result, we determined that the joint venture no longer met the definition of a variable interest entity and accordingly, we determined that the joint venture was no longer required to be consolidated under the variable interest entity model. The joint venture was deconsolidated in the consolidated financial statements as of April 1, 2020 and we derecognized all assets and liabilities of the joint venture. We did not record a gain or loss in association with the deconsolidation as we did not retain any noncontrolling interest in the joint venture and no consideration was transferred as a result of the ownership interest transfer to the healthcare system.

The consolidated statement of operations for the year ended December 31, 2020 includes the operations of the joint venture through the date of deconsolidation. The consolidated balance sheets as of December 31, 2022 and December 31, 2021 and the consolidated statement of operations for the years ended December 31, ~~2020~~2022 and 2021 do not include the operations of the joint venture.

and the consolidated statement of operations for the year ended December 31, 2021 do not include the operations of the joint venture.

Results of Operations

The following tables set forth our results of operations for the periods presented and as a percentage of our net revenue for those periods. Percentages presented in the following tables may not sum due to rounding.

	Year Ended December 31,
	2021				2020
	2022				2021
	Amount		% ofRevenue		Amount		% ofRevenue
	(dollar amounts in thousands)
Net revenue:
Medicare revenue	$	~~129~~528,~~979~~909	2151	%	$	—129,979	—21	%
Commercial revenue	~~493~~516,~~336~~638		7949	%	~~380~~493,~~223~~336		~~100~~79	%
Total net revenue	~~623~~1,~~315~~045,547		100	%	~~380~~623,~~223~~315		100	%
Operating expenses:
Medical claims expense	~~116~~419,~~543~~659		1940	%	—116,543		—19	%
Cost of care, exclusive of depreciation and amortization shown separately below	~~318~~441,~~639~~499		5142	%	~~234~~318,~~959~~639		6251	%
Sales and marketing (1)	6197,~~994~~065		109	%	3661,~~967~~994		10	%
General and administrative (1)	~~323~~415,~~127~~834		5240	%	~~157~~323,~~282~~127		4152	%
Depreciation and amortization	4691,~~496~~185		79	%	2246,~~374~~496		67	%
Total operating expenses	~~866~~1,~~799~~465,242		~~139~~140	%	~~451~~866,~~582~~799		~~119~~139	%
Loss from operations	(~~243~~419,~~484~~695)		(3940)	%	(71243,~~359~~484)		(1939)	%
Other income (expense), net:
Interest income	~~798~~2,015		—	%	~~1,809~~798		—	%
Interest and other expense	(13,757)		(2)	%	(13,434)		(4)	%
Interest and other income (expense)	(11,681)		(1)	%	(13,757)		(2)	%
Change in fair value of redeemable convertible preferred stock warrant liability	—		—	%	(6,560)		(2)	%
Total other income (expense), net	(9,666)		(1)	%	(12,959)		(2)	%
Total other income (expense), net	(12,959)		(2)	%	(18,185)		(5)	%
Loss before income taxes	(429,361)		(41)	%	(256,443)		(41)	%
Loss before income taxes	(256,443)		(41)	%	(89,544)		(24)	%
Provision for (benefit from) income taxes	(31,514)		(3)	%	(1,802)		—	%
Provision for (benefit from) income taxes	(1,802)		—	%	(123)		—	%
Net loss	$	(397,847)	(38)	%	$	(254,641)	(41)	%
Net loss	(254,641)		(41)	%	(89,421)		(24)	%
Less: Net loss attributable to noncontrolling interest	—		—	%	(704)		—	%
Net loss attributable to 1Life Healthcare, Inc. stockholders	$	(254,641)	(41)	%	$	(88,717)	(23)	%

(1)Includes stock-based compensation, as follows:

	Year Ended December 31,
	2021				2020
	2022				2021
	Amount		% ofRevenue		Amount		% ofRevenue
	(dollar amounts in thousands)
Sales and marketing	$	43,~~136~~618	1—	%	$	24,~~385~~136	1	%
General and administrative	~~108~~143,~~162~~298		1714	%	32108,~~710~~162		917	%
Total	$	~~112~~146,~~298~~916	1814	%	$	35112,~~095~~298	918	%

7577

Comparison of the Years Ended December 31, ~~2021~~2022 and ~~2020~~2021

Net Revenue

Year Ended December 31,

Year EndedDecember 31,

2021

2020

Change

% Change

2022

2021

Change

% Change

(dollar amounts in thousands)

Net revenue:

Capitated revenue

~~126~~517,~~609~~395

—126,609

~~126~~390,~~609~~786

nm309

Fee-for-service and other revenue

311,~~370~~514

—3,370

38,~~370~~144

nm242

Total Medicare revenue

~~129~~528,~~979~~909

—129,979

~~129~~398,~~979~~930

nm307

Partnership revenue

~~224~~257,~~051~~309

~~159~~224,~~482~~051

6433,~~569~~258

4015

Net fee-for-service revenue

~~181~~157,~~811~~239

~~149~~181,~~695~~811

32(24,~~116~~572)

21(14)

Membership revenue

85102,~~711~~090

6885,~~466~~711

1716,~~245~~379

2519

Grant income

~~1,763~~—

21,~~580~~763

(~~817~~1,763)

(32100)

Total commercial revenue

~~493~~516,~~336~~638

~~380~~493,~~223~~336

~~113~~23,~~113~~302

305

Total net revenue

~~623~~1,~~315~~045,547

~~380~~623,~~223~~315

~~243~~422,~~092~~232

6468

Medicare revenue increased $~~130~~398.09 million for the year ended December 31, ~~2021~~2022 compared to the same period in ~~2020~~2021. The increase was mainly due to (i) twelve months of revenue contribution in 2022 from our ~~acquisition~~acquired Iora business as compared with four months of ~~Iora~~revenue oncontribution ~~September~~in 1,2021; (ii) an increase in the number of At-Risk members in 2022 compared to 2021; and (iii) an increase in PMPM fees.

Commercial revenue increased $~~113~~23.13 million, or 305%, for the year ended December 31, ~~2021~~2022 compared to the same period in ~~2020~~2021. The increase was primarily due to an increase in Consumer and Enterprise members by ~~154~~93,000, or 2813%, from ~~549~~703,000 as of December 31, ~~2020~~2021 to ~~703~~796,000 as of December 31, ~~2021~~2022, partially offset by a decrease in total billable visits, driven by a reduction in COVID-19 related visits.

Partnership revenue increased $6433.63 million, or 4015%, for the year ended December 31, ~~2021~~2022 compared to the same period in ~~2020~~2021. The increase was primarily a result of the new and expanded partnerships with health networks, new and ~~increased~~expanded ~~members,~~on-site inmedical ~~addition~~services tofor enterprise clients and an increase in ~~the~~Consumer and Enterprise members, partially offset by a decrease in COVID-19 on-site testing services for employers, schools and universities during the year ended December 31, ~~2021~~2022.

Net fee-for-service revenue ~~increased~~decreased $3224.16 million, or 2114%, for the year ended December 31, ~~2021~~2022 compared to the same period in ~~2020~~2021. The ~~increase~~decrease was primarily due to ana ~~increase~~decrease in ~~aggregate~~total billable ~~services driven by an increase in billable in-office and remote~~ visits, ~~partially~~driven ~~offset~~ by a ~~decrease~~reduction in COVID-19 ~~testing~~related visits ~~for the year ended December 31, 2021~~.

Membership revenue increased $1716.24 million, or 2519%, for the year ended December 31, ~~2021~~2022 compared to the same period in ~~2020~~2021. The increase was primarily due to an increase in Consumer and Enterprise members by ~~154~~93,000, or 2813%, from ~~549~~703,000 as of December 31, ~~2020~~2021 to ~~703~~796,000 as of December 31, ~~2021.~~2022, as well as an increase in revenue realized per member.

7678

Operating Expenses

Medical claims expense

	Year Ended December 31,
	Year EndedDecember 31,
	2021		2020		$ Change		%Change
	2022		2021		$ Change		% Change
	(dollar amounts in thousands)
Medical claims expense	$	~~116~~419,~~543~~659	$	—116,543	$	~~116~~303,~~543~~116	nm260	%

Medical claims expense increased $~~116~~303.51 million, or 260%, for the year ended December 31, ~~2021~~2022 compared to the same period in ~~2020~~2021. The ~~increases~~increase ~~were~~was mainly due to (i) twelve months of medical claims expenses in the current year from our ~~acquisition~~acquired Iora business as compared with four months of ~~Iora~~medical onclaims ~~September~~expenses 1,in 2021 and (ii) an increase in the number of At-risk members in 2022 compared to 2021.

Cost of Care, Exclusive of Depreciation and Amortization

	Year EndedDecember 31,
	2021		2020		Change		% Change
	2022		2021		Change		% Change
	(dollar amounts in thousands)
Cost of care, exclusive of depreciation and amortization	$	~~318~~441,~~639~~499	$	~~234~~318,~~959~~639	$	83122,~~680~~860	3639	%

The $83122.79 million, or 3639%, increase in cost of care, exclusive of depreciation and amortization, for the year ended December 31, ~~2021~~2022 compared to the same period in ~~2020~~2021 was primarily due to increases in provider ~~employee~~employees and support employee-related expenses of $4886.39 million, occupancy costs of $1628.89 million, ~~COVID-19 testing site~~ and ~~related~~medical ~~security~~supply ~~expenses~~costs of $72.54 million. This was partially offset by a decrease in COVID-19 testing sites and ~~medical~~related ~~supply~~security ~~costs~~expenses of $7.3.7 million . In addition to growth in our existing offices, we added 7539 offices during the year, bringing our total number of offices to ~~182~~221 as of December 31, ~~2021~~2022. The cost of care in ~~2021~~2022 ~~included~~includes ~~cost~~a full year of ~~care~~expenses ~~from~~for ~~Iora~~offices ~~from~~acquired ~~September 1,~~as ~~2021~~part ~~through~~of the ~~year~~Iora ~~end~~acquisition, as compared with four months of such expenses in 2021.

Cost of care, exclusive of depreciation and amortization, as a percentage of net revenue decreased from 6251% for the year ended December 31, ~~2020~~2021 to 5142% for the year ended December 31, ~~2021~~2022. ~~This~~The decrease was primarily due to the impact of ~~the~~our acquired Iora ~~acquisition on September 1, 2021~~business.

Sales and Marketing

	Year EndedDecember 31,
	2021		2020		Change		% Change
	2022		2021		Change		% Change
	(dollar amounts in thousands)
Sales and marketing	$	6197,~~994~~065	$	3661,~~967~~994	$	2535,~~027~~071	6857	%

Sales and marketing expenses increased $2535.01 million, or 6857%, for the year ended December 31, ~~2021~~2022 compared to the same period in ~~2020~~2021. This increase was primarily due to a $1619.98 million increase in advertising expenses and a $711.68 million increase in employee-related expenses. The sales and marketing expenses in ~~2021~~2022 ~~included~~includes a full year of sales and marketing expenses from our acquired Iora business ~~from~~as ~~September 1,~~compared ~~2021~~with ~~through~~four ~~December~~months ~~31,~~of such expenses in 2021.

General and Administrative

7779

	Year EndedDecember 31,
	2021		2020		Change		% Change
	2022		2021		Change		% Change
	(dollar amounts in thousands)
General and administrative	$	~~323~~415,~~127~~834	$	~~157~~323,~~282~~127	$	~~165~~92,~~845~~707	~~105~~29	%

The $~~165~~92.87 million, or ~~105~~29%, increase in general and administrative expenses for the year ended December 31, ~~2021~~2022 compared to the same period in ~~2020~~2021 was primarily due to higher employee-related expenses byof $9796.30 million, ~~$75.5 million of which was related to stock-based compensation expense and the remainder of which was related to salaries and benefits~~ as we expanded our team to support our growth~~. In addition~~, ~~legal~~a ~~and~~$8.4 ~~professional~~million ~~services~~increase ~~expenses~~in ~~increased~~enterprise bysoftware ~~$54.9 million~~costs, and $57.65 million ofincrease ~~which relates to expenses incurred~~ in ~~connection~~travel ~~with~~and ~~the~~employee ~~legal settlement during the year ended December 31, 2021~~costs. ~~See~~The ~~Note~~increase 17was ~~"Commitments~~partially ~~and~~offset ~~Contingencies"~~by ina ~~Part~~decrease ~~IV, Item 15~~ of ~~this Annual Report on Form 10-K~~$26.3 ~~The~~million ~~remainder of the increase~~ in legal and professional services ~~expenses~~costs. ~~primarily~~The ~~relates~~general toand administrative expenses ~~incurred~~ in ~~connection~~2022 ~~with~~includes ~~the~~a ~~Iora~~full ~~acquisition.~~year ~~The~~of general and administrative expenses infrom ~~2021~~our ~~included~~acquired ~~general~~Iora ~~and~~business ~~administrative~~as ~~expenses~~compared ~~from~~with ~~Iora~~four ~~from~~months ~~September 1,~~of ~~2021~~such ~~through~~expenses ~~December~~in ~~31,~~ 2021.

Depreciation and Amortization

	Year EndedDecember 31,
	2021		2020		Change		% Change
	2022		2021		Change		% Change
	(dollar amounts in thousands)
Depreciation and amortization	$	4691,~~496~~185	$	2246,~~374~~496	$	2444,~~122~~689	~~108~~96	%

Depreciation and amortization expenses increased $2444.17 million, or ~~108~~96%, for the year ended December 31, ~~2021~~2022 compared to the same period in ~~2020~~2021. This increase was primarily due to ~~depreciation~~amortization ~~and~~expenses ~~amortization~~recognized related to intangible assets acquired through the Iora acquisition, depreciation expenses recognized related to new medical offices, capitalization of software development, and upgraded office software, ~~and the Iora acquisition~~ during the year ended December 31, 2022. The depreciation and amortization expenses in 2022 include a full year of depreciation and amortization expenses from our acquired Iora business as compared with four months of such expenses in 2021.

Other Income (Expense)

Interest Income

	Year EndedDecember 31,
	2021		2020		Change		% Change
	2022		2021		Change		% Change
	(dollar amounts in thousands)
Interest income	$	~~798~~2,015	$	~~1,809~~798	$	(1,~~011)~~217	~~(56)~~153	%

Interest income ~~decreased~~increased $1.02 million, or 56153%, for the year ended December 31, ~~2021~~2022 compared to the same period in ~~2020~~2021. The ~~decrease~~increase was primarily due to higher ~~amortization~~interest ofyields ~~premiums~~ from ~~marketable~~investments ~~securities,~~and ~~partially~~money ~~offset~~market byfunds, ~~higher interest rates~~ and ~~investment~~partially ~~yields,~~offset asby ~~well~~a asdecrease in interest ~~income~~earned from ~~the~~a ~~note~~loan ~~receivable~~to ~~issued~~Iora inentered ~~connection~~into ~~with~~prior to the ~~Iora~~date ~~acquisition~~of ~~prior~~the ~~to September 1, 2021~~acquisition.

Interest and Other Income (Expense)

	Year EndedDecember 31,
	2021		2020		Change		% Change
	2022		2021		Change		% Change
	(dollar amounts in thousands)
Interest and other expense	$	(13,757)	$	(13,434)	$	(323)	2	%
Interest and other income (expense)	$	(11,681)	$	(13,757)	$	2,076	(15)	%

Interest and other income (expense) ~~increased~~decreased $02.31 million, or 215%, for the year ended December 31, ~~2021~~2022 compared to the same period in ~~2020~~2021. The ~~increase~~decrease was primarily due to ~~the~~$1.6 ~~payment~~million ofnet ~~cash interest, amortization of the issuance costs on our 2025 Notes, and an~~ unrealized ~~loss~~gain recorded for the indemnification asset recognized as a result of the Iora acquisition, ~~mostly~~and ~~offset~~$0.5 million gain recorded for contingent consideration related to an acquisition.

7880

by elimination of debt discount amortization on our 2025 Notes issued in the second quarter of 2020 as a result of the adoption of ASU 2020-06 on January 1, 2021.

Change in Fair Value of Redeemable Convertible Preferred Stock Warrant Liability

	Year EndedDecember 31,
	2021		2020		Change		% Change
	(dollar amounts in thousands)
Change in fair value of redeemable convertible preferred stock warrant liability	$	—	$	(6,560)	$	6,560	nm

nm - not meaningful

The change in fair value of the redeemable convertible preferred stock warrant liability decreased $6.6 million for the year ended December 31, 2021 compared to the same period in 2020. Upon the closing of our initial public offering in the first quarter of 2020, the warrants to purchase shares of redeemable convertible preferred stock were automatically converted to warrants to purchase shares of common stock, at which time we adjusted the redeemable convertible preferred stock warrant liability to fair value prior to reclassifying the redeemable convertible preferred stock warrant liability to additional paid-in capital. As a result, following the closing of the initial public offering in the first quarter of 2020, the warrants are no longer subject to fair value accounting.

Provision for (Benefit from) Income Taxes

	Year EndedDecember 31,
	2021		2020		Change		% Change
	2022		2021		Change		% Change
	(dollar amounts in thousands)
Provision for (benefit from) income taxes	$	(131,~~802~~514)	$	(~~123~~1,802)	$	(129,~~679~~712)	nm1649	%

nmThe -provision ~~not~~for ~~meaningful~~(benefit from) income taxes increased $29.7 million from a benefit of $1.8 million for the year ended December 31, 2021 to a benefit of $31.5 million for the year ended December 31, 2022. The increase was primarily due to impact of amortization on book basis of identified intangibles and changes in need for valuation allowance.

The provision for (benefit from) income taxes increased $1.7 million from a benefit of $0.1 million for the year ended December 31, 2020 to a benefit of $1.8 million for the year ended December 31, 2021. This was primarily due to impact of amortization on book basis identified intangibles, establishing a valuation allowance and state tax law changes.

Net Loss Attributable to Noncontrolling Interest

	Year EndedDecember 31,
	2021		2020		Change		% Change
	(dollar amounts in thousands)
Net loss attributable to noncontrolling interest	$	—	$	(704)	$	704	nm

nm - not meaningful

The $0.7 million decrease in net loss attributable to noncontrolling interest for the year ended December 31, 2021 compared to the same period in 2020 was due to the deconsolidation of the joint venture as of April 1, 2020.

Liquidity and Capital Resources

Since our inception, we have financed our operations primarily with the issuance of the 2025 Notes, our initial public offering, the sale of redeemable convertible preferred stock, and, to a lesser extent, the issuance of term notes under credit facilities. As of December 31, 2022, we had cash, cash equivalents and marketable securities of $262.4 million, compared to $501.9 million as of December 31, 2021. We believe that our existing cash, cash equivalents, marketable securities and the Loan Agreement from Amazon will be sufficient to meet our working capital and capital expenditure needs for at least the next twelve months. We believe we will meet longer-term expected future cash requirements and obligations through a combination of available cash, cash equivalents, and marketable securities, cash flows from operating activities, and access to private and public financing sources, including the Loan Agreement from Amazon as described below. Our principal commitments consist of the principal amount of debt outstanding from convertible senior notes due June 2025 and obligations under our operating leases for office space. We expect capital expenditures to increase in future periods to support growth initiatives in existing and new markets.

79We may be required to seek additional equity or debt financing. Our future capital requirements will depend on many factors, including our pace of new member growth and expanded enterprise client and health network relationships, our pace and timing of expansion of new medical offices or services in existing and new markets, and the timing and extent of spend to support the expansion of sales, marketing and development activities, acquisitions and related costs. In the event that additional financing is required from outside sources, we may not be able to raise it on terms acceptable to us or at all. If we are unable to raise additional capital when desired, our business, financial condition, and results of operations would be harmed. See "Part I—Item 1A—Risk Factors — In order to support the growth of our business, we may need to incur additional indebtedness or seek capital through new equity or debt financings, which sources of additional capital may not be available to us on acceptable terms or at all.”

~~facilities.~~On AsJuly ~~of December 31~~20, ~~2021~~2022, we ~~had~~entered ~~cash,~~into ~~cash~~a ~~equivalents~~Merger ~~and~~Agreement ~~marketable~~with ~~securities of $501~~Amazon.9 ~~million,~~We ~~compared~~have agreed to ~~$683.0~~various ~~million~~covenants asand ofagreements, ~~December 31~~including, ~~2020.~~among ~~We believe that our existing cash~~others, ~~cash~~agreements ~~equivalents and marketable securities will be sufficient~~ to ~~meet~~conduct our ~~working~~business ~~capital~~in ~~and~~the ~~capital~~ordinary ~~expenditure~~course ~~needs~~during ~~for~~the atperiod ~~least~~between the ~~next~~execution ~~twelve~~of ~~months.~~the WeMerger ~~believe~~Agreement ~~we will meet longer-term expected future cash requirements~~ and ~~obligations~~the ~~through~~effective atime. ~~combination~~Outside of ~~available~~certain ~~cash~~limited exceptions, ~~cash~~we ~~equivalents~~may ~~and~~not ~~marketable~~take, ~~securities~~agree, ~~cash~~resolve, ~~flows~~announce ~~from~~an ~~operating activities~~intention, ~~and~~enter ~~access~~into toany ~~private~~formal ~~and~~or ~~public~~informal ~~financing~~agreement ~~sources.~~or Weotherwise ~~expect~~make ~~capital~~a ~~expenditures~~commitment to ~~increase~~do incertain ~~future~~actions ~~periods~~without toAmazon's ~~support~~consent, ~~growth~~including, ~~initiatives~~but innot ~~existing~~limited ~~and new markets.~~to:

On•acquiring ~~September 1,~~businesses 2021, we completed the acquisition of Iora, a human-centered, value-based primary care group with built-for-purpose technology focused on serving the Medicare population, for an aggregate purchase consideration of $1.4 billion, which was paid in part through the issuance of shares of our common stock with a fair value of $1.3 billion, in part by cash of $62.9 million, and indisposing ~~part by stock options~~ of ~~Iora~~significant ~~assumed by 1Life towards pre-combination services of $48.6 million. During the year ended December 31, 2021, we incurred costs related to this acquisition of $39.5 million.~~assets;

We•incurring ~~may~~expenditures beabove ~~required~~specified to seek additional equity or debt financing. Our future capital requirements will depend on many factors, including our pace of new member growth and expanded enterprise client and health network relationships, our pace and timing of expansion of new medical offices in existing and new markets, the timing and extent of spend to support the expansion of sales, marketing and development activities, acquisitions and related costs, and the impact of the COVID-19 pandemic. In the event that additional financing is required from outside sources, we may not be able to raise it on terms acceptable to us or at all. If we are unable to raise additional capital when desired, our business, financial condition and results of operations would be harmed. See Part I - Item 1A. to this Annual Report "Risk Factors-Risks Related to Our Business and Our Industry — In order to support the growth of our business, we may need to incur additional indebtedness or seek capital through new equity or debt financings, which sources of additional capital may not be available to us on acceptable terms or at all.”thresholds;

In•entering ~~addition,~~into ~~given~~material the uncertainty around the duration and extent of the COVID-19 pandemic, we cannot accurately predict at this time the future potential impact of the pandemic on our business, results of operations, financial condition or liquidity.contracts;

•issuing additional equity or debt securities, or incurring additional indebtedness; and

•repurchasing shares of our outstanding common stock.

We do not believe these restrictions will prevent us from meeting our ongoing costs of operations, working capital needs, or capital expenditure requirements.

Additionally, under the Loan Agreement, Amazon has agreed to provide senior unsecured interim debt financing to us in an aggregate principal amount of up to $300.0 million to be funded in up to ten tranches of $30.0 million per month, beginning on March 20, 2023 until the earliest of (i) the 24-month anniversary of the termination of the Merger in accordance with the terms of the Merger Agreement, (ii) if the Merger has not occurred and the Company does not refinance all of its convertible senior notes, January 1, 2025, (iii) 120 days prior to the maturity date of any indebtedness used to finance the existing

convertible senior notes, and (iv) July 22, 2026. The proceeds will be used for working capital funding requirements and other general corporate purposes of the Company.

The Company's material cash requirements include the following contractual and other obligations:

Debt

In May 2020, we issued $275.0 million aggregate principal amount of 3.0% convertible senior notes due June 2025 in a private offering and in June 2020, an additional $41.2 million aggregate principal amount of such notes pursuant to the exercise in full of the over-allotment option by the initial purchasers. The 2025 Notes are unsecured obligations and bear interest at a fixed rate of 3.0% per annum, payable semi-annually in arrears on June 15 and December 15 of each year, commencing on December 15, 2020. As of December 31, ~~2021~~2022, the principal amount of debt outstanding from the 2025 Notes was $316.3 million. Total interest expense associated with the convertible senior notes is $3323.27 million, of which $9.5 million is due within 12 months.

Leases

We have operating lease arrangements for medical offices and our headquarter office facilities. As of December 31, ~~2021~~2022, we had fixed lease payment obligations of $~~408~~456.16 million, with $5163.3 million payable within 12 months.

Other Purchase Obligations

Our other purchase obligations primarily consist of non-cancelable purchase obligations related to professional and technology services and non-cancelable purchase obligations to acquire capital assets. We did not have ~~material~~ non-cancellable purchase obligations as of December 31, ~~2021~~2022.

Summary Statement of Cash Flows

The following table summarizes our cash flows:


	Year Ended December 31,
	2022		2021
Net cash used in operating activities	$	(211,803)	$	(88,566)
Net cash provided by investing activities	27,015		291,804
Net cash provided by financing activities	61,826		27,811
Net (decrease) increase in cash, cash equivalents and restricted cash	$	(122,962)	$	231,049

	Year EndedDecember 31,
	2021		2020
Net cash used in operating activities	$	(88,566)	$	(4,378)
Net cash provided by (used in) investing activities	291,804		(514,474)
Net cash provided by financing activities	27,811		604,528
Net increase in cash, cash equivalents and restricted cash	$	231,049	$	85,676

Cash Flows from Operating Activities

For the year ended December 31, ~~2021~~2022, our net cash used in operating activities was $88211.68 million, resulting from our net loss of $~~254~~397.68 million and net cash used byin our working capital of $1559.73 million, partially offset by adjustments for non-cash charges of $~~181~~245.74 million. Cash used byin our working capital consisted primarily of a $1932.06 million increase in ~~prepaid~~accounts ~~expenses~~receivables, ~~and other current assets~~net, a $2030.92 million decrease in operating lease liabilities, ~~and~~ a $1620.5 million ~~increase~~decrease in ~~accounts receivables, net, partially offset by an increase of $20.3 million in~~ other liabilities, ana ~~increase of~~ $146.36 million decrease in ~~accrued~~deferred ~~expenses~~revenue, and ~~accounts~~a ~~payable, an increase of~~ $31.49 million increase in ~~deferred revenue~~inventory, ~~and~~partially offset by a decrease of $218.86 million in ~~inventory and other assets. The increase in~~ prepaid expenses and other current assets, isan ~~primarily~~increase ~~due~~of to $812.95 million ~~prepaid~~in ~~income~~accrued ~~taxes~~expenses and aaccounts ~~$6.0~~payable, ~~million~~and ~~receivable from insurers related to~~ a ~~legal~~decrease ~~settlement~~of ~~recovery~~$1.3 asmillion ~~described~~ in ~~Note~~other ~~17 "Commitments and Contingencies" to our consolidated financial statements~~assets. The ~~increase~~decrease in other liabilities is ~~primarily~~mainly due to ansettlement ~~indemnification liability~~ of ~~$13.0 million recognized as part of the Iora acquisition as described in Note 8 "Business Combinations", and~~ a legal ~~settlement~~ liability of $11.5 million ~~as described in Note 17 "Commitments and Contingencies"~~. The changes in accounts receivable and deferred revenue are primarily due to timing of billing and cash collections from our health network partners and enterprise clients. The net increase in ~~accounts~~accrued ~~payable~~expenses and ~~accrued~~accounts ~~expenses~~payable is primarily related to timing of payments for accrued compensation and accrued interest on our 2025 Notes.

For the year ended December 31, ~~2020~~2021, our net cash used in operating activities was $488.46 million, resulting from our net loss of $89254.46 million and net cash used by our working capital ~~needs~~ of $315.17 million, ~~largely~~partially offset by adjustments for non-cash charges of $82181.07 million. ~~The~~Cash ~~cash~~used ~~decrease~~by ~~resulting from changes in~~ our working capital ~~in 2020~~ consisted primarily of a $3519.20 million increase in ~~accounts~~prepaid ~~receivables,~~expenses ~~net~~and other current assets, a $1220.29 million decrease in operating lease liabilities, and a $416.95 million increase in ~~inventories~~accounts ~~and~~receivables, ~~other assets~~net, partially offset by an increase of $2720.13 million in ~~accrued~~other ~~expenses and accounts payable~~liabilities, an increase of $1614.63 million in ~~deferred~~accrued ~~revenue, a decrease of $6.5 million in prepaid~~ expenses and ~~other~~accounts ~~current~~payable, ~~assets and~~ an increase of $53.14 million in ~~other~~deferred ~~liabilities. The increase in accounts receivable~~revenue, ~~net~~ and ~~deferred~~a ~~revenue~~decrease ~~is primarily due to growth~~ of ~~our partnership with health networks and growth of our enterprise and on-site clients~~$2.8 ~~The~~million ~~net increase~~ in ~~accounts~~inventory ~~payable~~ and ~~accrued expenses is primarily related to timing of payments for accrued compensation and accrued interest on our 2025 Notes.~~

other assets. The increase in prepaid expenses and other current assets is primarily due to $8.9 million prepaid income taxes and a $6.0 million receivable from insurers related to a legal settlement recovery as described in Note 17 "Commitments and Contingencies" to our consolidated financial statements. The increase in other liabilities is primarily due to an indemnification liability of $13.0 million recognized as part of the Iora acquisition as described in Note 8 "Business Combinations", and a legal settlement liability of $11.5 million as described in Note 17 "Commitments and Contingencies". The changes in accounts receivable and deferred revenue are primarily due to timing of billing and cash collections from our health network partners and enterprise clients. The net increase in accounts payable and accrued expenses is primarily related to timing of payments for accrued compensation and accrued interest on our 2025 Notes.

Cash Flows from Investing Activities

For the year ended December 31, 2022, our net cash provided by investing activities was $27.0 million, resulting primarily from sales and maturities of marketable securities of $166.0 million, partially offset by purchases of marketable securities of $54.9 million, acquisition of business of $10.4 million, and purchases of property and equipment of $73.7 million related to leasehold improvements, computer equipment, and furniture and fixtures for new offices, remodels and improvements to existing offices, capitalization of internal-use software development costs, and office hardware and software.

For the year ended December 31, 2021, our net cash provided by investing activities was $291.8 million, resulting primarily from sales and maturities of marketable securities of $624.0 million, partially offset by purchases of marketable securities of $215.3 million, acquisition of business and issuance of note receivable of $53.3 million and purchases of property and equipment of $63.6 million related to leasehold improvements, computer equipment, and furniture and fixtures for new offices, remodels and improvements to existing offices, capitalization of internal-use software development costs, and office hardware and software.

For the year ended December 31, 2020, our net cash used by investing activities was $514.5 million, resulting primarily from purchases of marketable securities of $963.3 million and purchases of property and equipment, net of $63.7 million related to leasehold improvements, computer equipment, and furniture and fixtures for new offices, remodels and improvements to existing offices, capitalization of internal-use software development costs, and office hardware and software. This was partially offset by sales and maturities of marketable securities of $513.3 million.

Cash Flows from Financing Activities

For the year ended December 31, 2022, our net cash provided by financing activities was $61.8 million, resulting primarily from exercise of stock options of $58.9 million and proceeds from employee stock purchase plan of $2.5 million, and payment received from acquisition related contingent consideration of $0.5 million.

For the year ended December 31, 2021, our net cash provided by financing activities was $27.8 million, resulting primarily from exercise of stock options of $22.8 million and proceeds from employee stock purchase plan of $5.1 million.

For the year ended December 31, 2020, our net cash provided by financing activities was $604.5 million, resulting primarily from proceeds from the issuance of our 2025 Notes of $316.3 million, our initial public offering of $281.8 million,

exercises of stock options and warrants of $35.8 million, proceeds from the issuance of stock under our employee stock purchase plan of $4.8 million, offset by payment of the 2025 Notes issuance costs of $9.4 million, payment of offering costs associated with our initial public offering net against reimbursements for our secondary offering of $20.5 million and payment of a debt obligation of $3.3 million.

Critical Accounting Policies and Significant Judgments and Estimates

Our consolidated financial statements have been prepared in accordance with U.S. GAAP. The preparation of these consolidated financial statements requires us to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenue and expenses, and related disclosures. We base our estimates on historical experience and on various other factors that we believe are reasonable under the circumstances. We evaluate our estimates and assumptions on an ongoing basis. Actual results may differ from these estimates. To the extent that there are material differences between these estimates and our actual results, our future financial statements will be affected.

While our significant accounting policies are described in greater detail in Note 2, "Summary of Significant Accounting Policies," to our consolidated financial statements included in this Annual Report, we believe that the following accounting policies are those most critical to the judgments and estimates used in the preparation of our consolidated financial statements.

Business Combinations

Accounting for business combinations requires us to allocate the fair value of purchase considerations to the tangible assets acquired, liabilities assumed, and intangible assets acquired based on their estimated fair values, which were determined primarily using the income method. The excess of the fair value of purchase consideration over the fair values of these identified assets and liabilities is recorded as goodwill. Such valuations require us to make significant estimates and assumptions, especially at the acquisition date with respect to intangible assets. Significant estimates in valuing certain intangible assets include, but are not limited to, revenue growth rates, medical claims expense, cost of care expenses, operating expenses, trademark royalty rate, contributory asset charges, discount rate, contract terms, and useful life from acquired payer contracts with Medicare Advantage plans and CMS.

Our estimates of fair value are based upon assumptions believed to be reasonable, but which are inherently uncertain and unpredictable and, as a result, actual results may differ from estimates. Allocation of purchase consideration to identifiable assets and liabilities affects our amortization expense, as acquired finite-lived intangible assets are amortized over the useful life, whereas any indefinite lived intangible assets, including goodwill, are not amortized. During the measurement period, which is not to exceed one year from the acquisition date, we may record adjustments to the assets acquired and liabilities assumed, with the corresponding offset to goodwill. Upon the conclusion of the measurement period, any subsequent adjustments are recorded to earnings.

life, whereas any indefinite lived intangible assets, including goodwill, are not amortized. During the measurement period, which is not to exceed one year from the acquisition date, we may record adjustments to the assets acquired and liabilities assumed, with the corresponding offset to goodwill. Upon the conclusion of the measurement period, any subsequent adjustments are recorded to earnings.

Revenue Recognition

We recognize revenue from contracts with customers using the five-step method described in Note 2 of the notes to our consolidated financial statements included elsewhere in this Annual Report on Form 10-K.

We generate net revenue through Medicare revenue and commercial revenue. We generate Medicare revenue primarily from Capitated At-Risk arrangements with Medicare Advantage payers and CMS. We generate commercial revenue from partnership revenue, net fee-for-service revenue, and membership revenue. We recognize partnership revenue from contracts with health systems to provide professional clinical services and the associated management and administrative services. Our contracts with health systems contain multiple performance obligations which require an allocation of the transaction price to each performance obligation based on their relative standalone selling price. We determine standalone selling price, or SSP, for all our performance obligations using observable inputs, such as standalone sales and historical contract pricing. SSP is consistent with our overall pricing objectives, taking into consideration the type of services. SSP also reflects the amount we would charge for that performance obligation if it were sold separately in a standalone sale, and the price we would sell to similar customers in similar circumstances.

We review the contract terms and conditions to evaluate the timing and amount of revenue recognition;, the related contract balances;, and our remaining performance obligations. For our contracts with health systems, we estimate the variable consideration related to customer rebates or discounts based on our assessment of historical, current, and forecasted performance. These evaluations require significant judgment that could affect the timing and amount of revenue recognized.

The transaction price for our capitated At-Risk arrangements with payers including Medicare Advantage payers and CMS is variable as it primarily includes PMPM fees for our At-Risk members. PMPM fees can fluctuate throughout the contract based on the health status (acuity) of each individual member. In certain contracts, PMPM fees also include “risk adjustments” for items such as risk shares. The adjustment to the PMPM fees must be estimated due to reporting lag times, and requires significant judgment. These are estimated using the expected value methodology based on historical data and actuarial inputs. Final adjustments related to the contracts may take up to 18 months due to reserves for claims incurred but not reported. The Capitated Revenue, net of risk shares and adjustments, is recognized in the month in which eligible members are entitled to receive healthcare benefits during the contract term. Subsequent changes in PMPM fees and the amount of revenue to be recognized are reflected through subsequent period adjustments to properly recognize the ultimate capitation amount.

For our capitated revenue arrangements, we concluded that we are the principal, and report revenues on a gross basis. In this assessment, we consider if we obtain control of the specified services before they are transferred to our customers, as well as other indicators such as the party primarily responsible for fulfillment.

Medical Claims Expense

Medical claims expenses are costs for third-party health care service providers that provide medical care to our At-Risk members for which we are contractually obligated to pay through our At-Risk arrangements. The IBNR claims liability is recorded at the contract level and consist of the Company’s Capitated Revenue attributed from enrolled At-Risk members less actual paid medical claims expense. If the Capitated Revenue exceeds the actual medical claims expense at the end of the reporting period, such surplus is recorded as capitated accounts receivable within accounts receivable, net in the consolidated balance sheets. If the actual medical claims expense exceeds the Capitated Revenue, such deficit is recorded as capitated accounts payable within other current liabilities in the consolidated balance sheets. Actual claims expense will differ from the estimated liability due to factors in estimated and actual member utilization of healthcare services, the amount of charges and other factors. We assess our estimates with an independent actuarial expert to ensure our estimates represent the best, most reasonable estimate given the data available to us at the time the estimates are made. The actuarial models consider significant assumptions such as completion factors and per member per month claim trends, as well as other factors such as health care professional contract rate changes, membership volume and demographics, the introduction of new technologies and benefit plan changes.

Stock-Based Compensation

We measure stock-based awards granted to employees and directors based on their fair value on the date of the grant and recognize compensation expense for those awards over the requisite service period, which is generally the vesting period of the respective award.

For stock option awards issued with market-based vesting conditions, the grant date fair value is determined based on multiple stock price paths developed through the use of a Monte Carlo simulation that incorporates into the valuation the possibility that the market condition may not be satisfied. A Monte Carlo simulation requires the use of various assumptions, including the underlying stock price, volatility, and the risk-free interest rate as of the valuation date, corresponding to the length of the time remaining in the performance period, and expected dividend yield. The expected term represents the derived service period for the respective tranches, which is the longer of the explicit service period or the period in which the market conditions are expected to be met. Stock-based compensation expense associated with market-based awards is recognized over the derived requisite service using the accelerated attribution method, regardless of whether the market conditions are achieved. If the related market conditions are achieved earlier than the derived service period, the stock-based compensation expense will be recognized as a cumulative catch-up expense from the grant date to that point in time in achieving the share price goal.

We continue to use judgment in evaluating the expected volatility and expected term utilized in our stock-based compensation expense calculation on a prospective basis. As we continue to accumulate additional data related to our common stock, we may refine our estimates of expected volatility and expected term, which could materially impact our future stock-based compensation expense.

Recent Accounting Pronouncements

Please see Note 2, "Summary of Significant Accounting Policies" to our consolidated financial statements in Part IV, Item 15 of this Annual Report on Form 10-K.

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Item 7A. Quantitative and Qualitative Disclosures About Market Risk.

Interest Rate Sensitivity

We had cash and cash equivalents of $~~342~~215.04 million as of December 31, ~~2021~~2022, compared to $~~113~~342.0 million as of December 31, ~~2020~~2021, held primarily in cash deposits and money market funds for working capital purposes.

We had marketable securities of $~~160~~47.0 million as of December 31, ~~2021~~2022, compared to $~~570~~160.0 million as of December 31, ~~2020~~2021, consisting of U.S. Treasury obligations, ~~U.S. government agency securities,~~ foreign government bonds, and commercial paper. Our investments are made for capital preservation purposes. We do not enter into investments for trading or speculative purposes. All our investments are denominated in U.S. dollars.

In May 2020, we issued the 2025 Notes which bear interest at a fixed rate of 3.0% per annum. As of December 31, ~~2020~~2022, the principal amount of debt outstanding from the 2025 Notes was $316.3 million.

Our cash and cash equivalents, marketable securities, and debt are subject to market risk due to changes in interest rates. Fixed rate securities may have their market value negatively impacted due to a rise in interest rates, while floating rate securities may produce less income than expected if interest rates fall. Due in part to these factors, our future investment income may fall short of ~~expectation~~expectations due to changes in interest rates or we may suffer losses in principal if we are forced to sell securities that decline in market value due to changes in interest rates.

We do not believe that an increase or decrease in interest rates of 100 basis points would have a material effect on our business, financial condition or results of operations.

Item 8. Financial Statements and Supplementary Data.

All information required by this item is included in Item 15 of this Annual Report on Form 10-K and is incorporated into this item by reference.

Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.

None.

Item 9A. Controls and Procedures.

Evaluation of Disclosure Controls and Procedures

Our management, with the participation of our Chief Executive Officer and Chief Financial Officer, have evaluated the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act) as of the end of the period covered by this Annual Report. Any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objective and management necessarily applies its judgment in evaluating the cost-benefit relationship of possible controls and procedures. Based on that evaluation, our Chief Executive Officer and Chief Financial Officer have concluded, as of December 31, ~~2021~~2022, our disclosure controls and procedures were effective to provide reasonable assurance that information required to be disclosed in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC's rules and forms, and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosures.

Management's Annual Report on Internal Control Over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act).

Our management, with the participation of our Chief Executive Officer and Chief Financial Officer and the oversight of our audit committee, has evaluated the effectiveness of our internal control over financial reporting as of December 31, ~~2021~~2022. In assessing the effectiveness of our internal control over financial reporting, our management used the framework established in Internal Control Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). Based on that evaluation, our management has concluded that our internal control over financial reporting was effective as of December 31, ~~2021~~2022.

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InThe ~~accordance~~effectiveness ~~with guidance issued by the SEC, companies are permitted to exclude acquisitions from their final assessment~~ of ~~internal~~our ~~control over financial reporting for the first fiscal year in which the acquisition occurred. Our management’s evaluation of~~ internal control over financial reporting ~~excluded~~as ~~the internal control activities~~ of ~~Iora Health~~December 31, ~~Inc. ("Iora")~~2022, ~~which~~has webeen ~~acquired~~audited onby ~~September 1~~PricewaterhouseCoopers LLP, ~~2021.~~an ~~Iora's~~independent ~~total~~registered ~~assets~~public ofaccounting ~~$144.0~~firm, ~~million~~as ~~and~~stated ~~total~~in ~~net~~their ~~revenue of $130.6 million excluded from our assessment of internal control over financial reporting as of December 31~~report, ~~2021~~which ~~represent~~can 5%be offound ~~the~~Part ~~Company's~~IV ~~consolidated~~Item ~~total~~15 ~~assets as~~ of ~~December 31,~~this ~~2021,~~Annual ~~and~~Report ~~21%~~on ofForm ~~the Company’s consolidated net revenue for the year ended December 31, 2021, respectively~~10-K.

The effectiveness of our internal control over financial reporting as of December 31, 2021, has been audited by PricewaterhouseCoopers LLP, an independent registered public accounting firm, as stated in their report, which can be found Part IV Item 15 of this Annual Report on Form 10-K.

Changes in Internal Control over Financial Reporting

There have been no changes in our internal control over financial reporting during the quarter ended December 31, ~~2021~~2022 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Inherent Limitation on the Effectiveness of Internal Control

The effectiveness of any system of internal control over financial reporting, including ours, is subject to inherent limitations, including the exercise of judgment in designing, implementing, operating, and evaluating the controls and procedures, and the inability to eliminate misconduct completely. Accordingly, in designing and evaluating the disclosure controls and procedures, management recognizes that any system of internal control over financial reporting, including ours, no matter how well designed and operated, can only provide reasonable, not absolute assurance of achieving the desired control objectives. In addition, the design of disclosure controls and procedures must reflect the fact that there are resource constraints and that management is required to apply its judgment in evaluating the benefits of possible controls and procedures relative to their costs. Moreover, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. We intend to continue to monitor and upgrade our internal controls as necessary or appropriate for our business, but cannot assure you that such improvements will be sufficient to provide us with effective internal control over financial reporting.

Item 9B. Other Information.

None.

Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.

Not applicable.

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PART III

Item 10. Directors, Executive Officers and Corporate Governance.

~~The~~For information required by this ~~item~~Item ~~will~~relating beto ~~set~~our ~~forth~~executive inofficers, ~~the~~see ~~definitive~~"Information ~~proxy~~about ~~statement~~our toExecutive beOfficers" ~~filed with the SEC~~ in ~~connection~~Part ~~with~~I, ~~the~~Item ~~Annual~~1 ~~Meeting~~ of ~~Stockholders within 120 days after December 31, 2021 (the "Proxy Statement") and is incorporated into~~ this Annual Report on Form 10-K ~~by reference~~.

The following table sets forth the names, ages as of December 31, 2022, and certain other information for each of our directors:


Name	Age	Position
Amir Dan Rubin	53	Chair, Chief Executive Officer and President
Paul R. Auvil(1)	59	Director
Mark S. Blumenkranz, M.D.(1)	72	Director
Bruce W. Dunlevie(3)*	66	Director
Kalen F. Holmes, Ph.D.(2)	56	Director
David P. Kennedy(2)	52	Director
Freda Lewis-Hall, M.D.(3)	67	Director
Robert R. Schmidt(2)	40	Director
Scott C. Taylor(1)	58	Director
Mary Ann Tocio(3)	74	Director

(1) Member of the audit and compliance committee

(2) Member of the compensation committee

(3) Member of the nominating and corporate governance committee

* Lead Independent Director

Directors

Amir Dan Rubin. See the section titled "Information about our Executive Officers" for Mr. Rubin’s biographical information.

Paul R. Auvil has served as a member of our board of directors since September 2019. Since March 2007, Mr. Auvil has served as the Chief Financial Officer of Proofpoint, Inc., a provider of security-as-a-service solutions. From September 2006 to March 2007, Mr. Auvil was an entrepreneur-in-residence with Benchmark Capital, a venture capital firm. From 2002 to July 2006, he served as the Chief Financial Officer at VMware, Inc., a computing virtualization company. From 2007 to 2017, Mr. Auvil served on the board of directors of Quantum Corporation, a data storage company. From 2009 to 2017, Mr. Auvil served on the board of directors for Marin Software, Inc., a cloud-based ad management platform company. From 2009 to 2010, Mr. Auvil served on the board of directors of OpenTV Corp., a provider of interactive television software and services. Mr. Auvil earned an A.B. in Engineering Sciences and a Bachelor of Engineering degree from Dartmouth College, and a Master of Management from the Kellogg Graduate School of Management at Northwestern University. We believe Mr. Auvil is qualified to serve on our board of directors because of his financial and accounting experience and his service on the boards of directors of several companies.

Mark S. Blumenkranz, M.D. has served as a member of our board of directors since November 2019. Since October 2015, Dr. Blumenkranz has served as the managing director of Lagunita Biosciences LLC, a healthcare investment company. From September 2019 to June 2022, Dr. Blumenkranz served as the chief executive officer of Kedalion Therapeutics Inc., an ophthalmic drug development company. From 1997 to August 2015, he served as the H.J. Smead Professor and Chairman of the Department of Ophthalmology at Stanford University School of Medicine and as the inaugural director of the Byers Eye Institute, a nationally-recognized eye care center. From January 2015 to August 2015, Dr. Blumenkranz served on the board of directors of Presbia PLC, a medical device company. From July 2006 to February 2017, Dr. Blumenkranz served on the board of directors of Adverum Biotechnologies Inc., a biotechnology company. He also serves on the board of directors of biopharmaceutical companies IVERIC bio, Inc. and Kala Pharmaceuticals, Inc. as well as several private biotechnology and medical device companies. Dr. Blumenkranz earned an A.B. in Biology, an M.M.S. in Biochemical Pharmacology and an M.D. from Brown University. He received his surgical internship and ophthalmology residency training at the Stanford University School of Medicine and his fellowship training in vitreoretinal surgery at the Bascom Palmer Eye Institute at the University of Miami School of Medicine. We believe that Dr. Blumenkranz is qualified to serve as a member of our board of directors

because of his experience as a director and founder of several biotechnology companies, as well as his significant expertise in medical practice.

Bruce W. Dunlevie has served as a member of our board of directors since June 2007. He has been a General Partner of venture capital firm Benchmark since its founding in May 1995. Mr. Dunlevie also serves on the board of directors and compensation committee of WeWork Inc., and previously served as a member of the board of directors of ServiceSource International, a publicly traded analytics company, and Marin Software, a publicly traded digital advertising company. He earned a B.A. in History from Rice University and an M.B.A. from the Stanford Graduate School of Business. We believe that Mr. Dunlevie is qualified to serve as a member of our board of directors because of his extensive experience in healthcare and technology and his service on publicly traded company boards.

Kalen F. Holmes, Ph.D., has served as a member of our board of directors since January 2017. From November 2009 to February 2013, Dr. Holmes served as Executive Vice President of Partner Resources at Starbucks Corporation, a publicly traded retail beverage company. Dr. Holmes has also served on the board of directors of Red Robin Gourmet Burgers, Inc., a publicly traded restaurant company since August 2016 and the board of directors of Zumiez Inc., a publicly traded clothing store, from December 2014 to June 2022. Dr. Holmes earned a B.A. in Psychology from the University of Texas and an M.A. and Ph.D. in Industrial and Organizational Psychology from the University of Houston. We believe that Dr. Holmes is qualified to serve as a member of our board of directors because of her public company management and board experience.

David P. Kennedy has served as a member of our board of directors since June 2007. Mr. Kennedy co-founded Serent Capital, a private equity firm, in 2008 and was one of its general partners until October 2020, when he became a partner emeritus. Mr. Kennedy led all of Serent’s healthcare investments from its inception through October 2020 and has served on the boards of several privately held companies. Mr. Kennedy currently serves on the board of Vector Acquisition Corporation II, a special purpose acquisition company. From September 2020 to August 2021, Mr. Kennedy served on the board of Vector Acquisition Corporation, a special purpose acquisition company (now RocketLab USA, Inc.). Mr. Kennedy earned a B.Comm. in Finance, an M.B.S. in International Marketing from University College Dublin, an M.A. in International Policy Studies and an M.B.A. from Stanford University. We believe that Mr. Kennedy is qualified to serve as a member of our board of directors because of his experience in healthcare investing.

Freda Lewis-Hall, M.D., DFAPA has served as a member of our board of directors since November 2019. Dr. Lewis-Hall served as Senior Medical Advisor to the chief executive officer at Pfizer Inc., a biopharmaceutical company, from January 2020 until her retirement in March 2020. From January 2019 to December 2019, Dr. Lewis-Hall served as Chief Patient Officer and Executive Vice President of Pfizer. From June 2009 until December 2018, Dr. Lewis-Hall served as Pfizer’s Chief Medical Officer. Prior to joining Pfizer in 2009, Dr. Lewis-Hall held various senior leadership positions including Chief Medical Officer and Executive Vice President, Medicines Development at Vertex Pharmaceuticals Incorporated, a biopharmaceutical company, from June 2008 to May 2009; and Senior Vice President, U.S. Pharmaceuticals, Medical Affairs for Bristol-Myers Squibb Company from 2003 until May 2008. Between 1994 and 2003, Dr. Lewis-Hall held leadership roles across several multinational pharmaceutical corporations, including Pharmacia and Eli Lilly. Dr. Lewis-Hall currently serves on the board of directors of Exact Sciences Corporation, a molecular diagnostics company, SpringWorks Therapeutics, Inc., a biopharmaceutical company and Pyxis Oncology, Inc., a preclinical oncology company. From December 2014 to May 2017, she served on the board of directors of Tenet Healthcare Corporation, a healthcare services company. Dr. Lewis-Hall serves on the advisory board of the Dell Medical School. She also served on the board of the Patient Centered Outcomes Research Institute from 2010 to 2020. Dr. Lewis-Hall earned a B.A. in Natural Sciences from Johns Hopkins University and an M.D. from Howard University College of Medicine. We believe that Dr. Lewis-Hall is qualified to serve on our board of directors based on her expertise and experience in the biopharmaceutical industry and her leadership experience as a senior executive at various biopharmaceutical companies.

Robert R. Schmidt has served as a member of our board of directors since August 2018. Mr. Schmidt is a Managing Director at The Carlyle Group Inc., or Carlyle, a private equity firm, where he focuses on investment opportunities in the healthcare sector since joining Carlyle in August 2011. Since February 2019, Mr. Schmidt has served on the board of QuidelOrtho (formerly Ortho Clinical Diagnostics), a medical diagnostic company. In addition, Mr. Schmidt serves on the boards of several privately held healthcare companies. Mr. Schmidt earned a B.S.C.E. in Finance and Management from the Wharton School at the University of Pennsylvania and an M.B.A. from Harvard Business School. We believe that Mr. Schmidt is qualified to serve as a member of our board of directors because of his extensive experience in healthcare investing.

Scott C. Taylor has served as a member of our board of directors since June 2021. From 2007 to 2020, Mr. Taylor served as Executive Vice President, General Counsel and Corporate Secretary of Symantec Corporation (now NortonLifeLock, Inc.), a cybersecurity software and services company. Prior to Symantec, Mr. Taylor was Chief Administrative Officer, Senior Vice President and General Counsel of Phoenix Technologies Ltd., a system software company, from 2002 to 2007. Mr. Taylor currently serves as a director of Ziff Davis, Inc. (formerly J2 Global Inc.), a Web-based communications and cloud services company, Piper Sandler Companies, an investment bank and institutional securities firm, and Western Technology Investment, a venture-debt firm. Previously, Mr. Taylor served as a director of DigiCert Inc., VirnetX, Inc. and VeriSign Japan K.K. Mr.

Taylor holds a juris doctorate from George Washington University, and a bachelor’s degree in International Relations from Stanford University. We believe Mr. Taylor is qualified to serve on our board of directors because of his public company management and board experience.

Mary Ann Tocio has served as a member of our board of directors since September 2021. Ms. Tocio served as President and Chief Operating Officer of Bright Horizons Family Solutions, Inc., an employer-sponsored child care provider (“Bright Horizons”), from June 2000 until her retirement in June 2015. From January 1992 to May 2000, Ms. Tocio held several executive positions at Bright Horizons, including as Chief Operating Officer and Vice President and General Manager of Child Care Operations. Prior to Bright Horizons, Ms. Tocio was the Senior Vice President of Operations for Health Stop Medical Management, Inc., a provider of urgent care services. Ms. Tocio currently serves as a member of the board of directors of Bright Horizons, Burlington Stores, Inc., a national off-price retailer, and previously served on the board of Civitas Solutions, Inc. (The MENTOR Network), a provider of health and human services, from October 2015 to March 2019 and the board of Mac-Gray Corporation, a laundry services company, from November 2006 to June 2013. Ms. Tocio holds a Master of Business Administration from Simmons College School of Management and graduated from Lawrence Memorial School of Nursing. We believe that Ms. Tocio is qualified to serve on our board of directors based on her leadership and multi-site operational experience and substantial public company board experience.

Family Relationships

There are no family relationships among any of the directors or executive officers.

Composition of Our Board of Directors

The primary responsibilities of our board of directors are to provide oversight, strategic guidance, counseling and direction to our management. Our board of directors meets on a regular basis and additionally as required. Our board of directors currently consists of ten directors. Our amended and restated certificate of incorporation provides that the authorized number of directors may be changed only by resolution approved by a majority of our board of directors. In accordance with our amended and restated certificate of incorporation, our board of directors is divided into three classes with staggered three-year terms. At each annual meeting of stockholders, the successors to directors whose terms are expiring will be elected to serve from the time of election and qualification until the third annual meeting following election. Our directors are divided among the three classes as follows:

•the Class I directors are Messrs. Dunlevie, Kennedy and Taylor and their terms will expire at the annual meeting of stockholders to be held in 2024;

•the Class II directors are Mr. Auvil and Drs. Blumenkranz and Holmes and their terms will expire at the annual meeting of stockholders to be held in 2025; and

•the Class III directors are Dr. Lewis-Hall, Messrs. Rubin and Schmidt and Ms. Tocio and their terms will expire at the annual meeting of stockholders to be held in 2023.

Any additional directorships resulting from an increase in the number of directors will be distributed among the three classes so that, as nearly as possible, each class will consist of one-third of the directors. The division of our board of directors into three classes with staggered three-year terms may delay or prevent a change of our management or a change in control.

Board Leadership Structure

Mr. Rubin currently serves as our Chief Executive Officer, President and the Chairperson of our board of directors. Mr. Rubin brings Company-specific experience and expertise in healthcare while our non-management directors bring experience, oversight and expertise from outside of our Company.

Since Mr. Rubin is not an "independent" director pursuant to the Nasdaq listing standards, in September 2019, we appointed Mr. Bruce W. Dunlevie to serve as our lead independent director. Mr. Dunlevie presides over executive sessions of our independent directors and serves as a liaison between our Chief Executive Officer, President and Chairperson and our independent directors. He also performs such additional duties as our board of directors may otherwise determine and delegate. In addition, each of our board committees is comprised of independent directors which provide strong independent leadership for each of these committees. Our independent directors generally meet in executive session after each meeting of the board of directors. At each such meeting, the presiding director for each executive session of our board of directors is either (i) the lead independent director or (ii) chosen by the independent directors. Our board of directors will continue to evaluate this leadership

structure on an ongoing basis based on factors such as the experience of the applicable individuals and the current business environment.

Board Meetings and Committees

Our board of directors may establish the authorized number of directors from time to time by resolution. Our board of directors currently consists of ten members.

During our fiscal year ended December 31, 2022, our board of directors held fourteen meetings (including regularly scheduled and special meetings), and each director attended at least 75% of the aggregate of (i) the total number of meetings of our board of directors held during the period for which he or she had been a director and (ii) the total number of meetings held by all committees of our board of directors on which he or she served during the periods that he or she served.

Although our corporate governance guidelines do not have a formal policy regarding attendance by members of our board of directors at annual meetings of stockholders, we encourage, but do not require, our directors to attend. All members of our board of directors then serving in such capacity attended our 2022 annual meeting of stockholders.

Our board of directors has established an audit and compliance committee, a compensation committee and a nominating and corporate governance committee. The composition and responsibilities of each of the committees of our board of directors are described below. Each committee of our board of directors has a written charter approved by our board of directors. Copies of each charter are posted in the “Investor Relations—Governance” portion of our website at www.onemedical.com. The reference to our website address does not constitute incorporation by reference of the information contained at or available or accessible through our website, and you should not consider it to be a part of this annual report. Members serve on these committees until their resignation or until otherwise determined by our board of directors. Our board of directors may establish other committees as it deems necessary or appropriate from time to time.

Audit and Compliance Committee

Our audit and compliance committee consists of Dr. Blumenkranz and Messrs. Auvil and Taylor. Our board of directors has determined that each member of the audit and compliance committee satisfies the independence requirements under Nasdaq listing standards and Rule 10A-3(b)(1) of the Exchange Act. The chairperson of our audit and compliance committee is Mr. Auvil. Our board of directors has determined that Mr. Auvil is an “audit committee financial expert” within the meaning of SEC regulations. Each member of our audit and compliance committee can read and understand fundamental financial statements in accordance with applicable requirements. In arriving at these determinations, our board of directors has examined each audit and compliance committee member’s scope of experience and the nature of their employment.

The primary purpose of the audit and compliance committee is to discharge the responsibilities of our board of directors with respect to our corporate accounting and financial reporting processes, systems of internal control and financial statement audits, and to oversee our independent registered public accounting firm. Specific responsibilities of our audit and compliance committee include:

•helping our board of directors oversee our corporate accounting and financial reporting processes;

•managing the selection, engagement, qualifications, independence and performance of a qualified firm to serve as the independent registered public accounting firm to audit our consolidated financial statements;

•discussing the scope and results of the audit with the independent registered public accounting firm, and reviewing, with management and the independent accountants, our interim and year-end operating results;

•reviewing our risk assessment and risk management processes;

•reviewing significant cybersecurity concerns involving our Company, including information security, data privacy and related regulatory matters and compliance;

•developing procedures for employees to submit concerns anonymously about questionable accounting or audit matters;

•reviewing related person transactions;

•obtaining and reviewing a report by the independent registered public accounting firm at least annually that describes our internal quality control procedures, any material issues with such procedures, and any steps taken to deal with such issues when required by applicable law; and

•approving or, as permitted, pre-approving, audit and permissible non-audit services to be performed by the independent registered public accounting firm.

Our audit and compliance committee held eight meetings during fiscal year 2022.

Compensation Committee

Our compensation committee consists of Dr. Holmes and Messrs. Kennedy and Schmidt. The chairperson of our compensation committee is Dr. Holmes. Our board of directors has determined that each member of the compensation committee is independent under the listing standards of Nasdaq, and a “non-employee director” as defined in Rule 16b-3 promulgated under the Exchange Act.

The primary purpose of our compensation committee is to discharge the responsibilities of our board of directors in overseeing our compensation policies, plans and programs and to review and determine the compensation to be paid to our executive officers, directors and other senior management, as appropriate. Specific responsibilities of our compensation committee include:

•reviewing and approving the compensation of our chief executive officer and other executive officers;

•reviewing and recommending to our board of directors the compensation of our directors;

•administering our equity incentive plans and other benefit programs;

•reviewing, adopting, amending and terminating incentive compensation and equity plans, severance agreements, profit sharing plans, bonus plans, change-of-control protections and any other compensatory arrangements for our executive officers and other senior management; and

•reviewing and establishing general policies relating to compensation and benefits of our employees, including our overall compensation philosophy.

Our compensation committee held eight meetings during fiscal year 2022.

Compensation Committee Interlocks and Insider Participation

None of the members of the compensation committee is currently or has been at any time one of our officers or employees. None of our executive officers currently serves, or has served during the last fiscal year, as a member of the board of directors or compensation committee of any entity that has one or more executive officers serving as a member of our board of directors or compensation committee.

Nominating and Corporate Governance Committee

Our nominating and corporate governance committee consists of Dr. Lewis-Hall, Ms. Tocio and Mr. Dunlevie. The chairperson of our nominating and corporate governance committee is Mr. Dunlevie. Our board of directors has determined that each member of the nominating and corporate governance committee is independent under the listing standards of Nasdaq. Specific responsibilities of our nominating and corporate governance committee include:

•identifying and evaluating candidates, including the nomination of incumbent directors for reelection and nominees recommended by stockholders, to serve on our board of directors;

•considering and making recommendations to our board of directors regarding the composition and chairperson of the committees of our board of directors;

•developing and making recommendations to our board of directors regarding corporate governance guidelines and matters;

•overseeing periodic evaluations of the board of directors’ performance, including committees of the board of directors; and

•overseeing and periodically reviewing the Company’s environmental, social and governance activities, programs and public disclosure.

Our nominating and corporate governance committee held four meetings during fiscal year 2022.

Corporate Governance Guidelines and Code of Business Conduct and Ethics

Our board of directors has adopted corporate governance guidelines that address items such as the qualifications and responsibilities of our directors and director candidates and corporate governance policies and standards applicable to us in general. Our code of business conduct and ethics is available under the “Investor Relations—Governance” section of our website at www.onemedical.com. In addition, we intend to post on our website all disclosures that are required by law or the listing standards of Nasdaq concerning any amendments to, or waivers from, any provision of the code. The reference to our website address does not constitute incorporation by reference of the information contained in or available or accessible through our website, and you should not consider it to be a part of this annual report.

Delinquent Section 16(a) Reports

Section 16(a) of the Exchange Act requires that our executive officers, directors, and persons who own more than 10% of our common stock file reports of ownership and changes of ownership with the SEC. Such directors, executive officers and 10% stockholders are required by SEC regulations to furnish us with copies of all Section 16(a) forms they file.

SEC regulations require us to identify in this annual report anyone who filed a required report late during the most recent fiscal year. Based on our review of forms we received, or written representations from reporting persons stating that they were not required to file these forms, we believe that during 2022, all Section 16(a) filing requirements were satisfied on a timely basis, except with respect to the failure to timely file a Form 4 for Lisa A. Mango and Andrew S. Diamond, filed with the SEC on October 6, 2022 and October 25, 2022, respectively. Such late filings did not result in any liability under Section 16(b) of the Exchange Act.

Risk Management

Management is responsible for the day-to-day management of risks the Company faces, while our board of directors, as a whole and assisted by its committees, has responsibility for the oversight of risk management. In its risk oversight role, our board of directors has the responsibility to satisfy itself that the risk management processes designed and implemented by management are appropriate and functioning as designed.

Our board of directors is responsible for risk oversight. Our board of directors believes that it is essential for effective risk management and oversight that there be open communication between management and our board of directors. Our board of directors meets with our Chief Executive Officer and President and other members of the senior management team at quarterly meetings of our board of directors, where, among other topics, they discuss strategy and risks facing the Company, as well as at such other times as they deem appropriate. In connection with its reviews of the operations of our business, our full board of directors addresses holistically the primary risks associated with our business, as well as the key risk areas monitored by its committees, including cybersecurity and privacy risks. Our board of directors appreciates the evolving nature of our business and industry and is actively involved in monitoring new threats and risks as they emerge. In particular, our board of directors is committed to the prevention, timely detection, and mitigation of the effects of cybersecurity threats or incidents. Further, our board of directors has closely monitored the COVID-19 pandemic, its effects on our business, and related risk mitigation strategies.

Our audit and compliance committee assists our board of directors in fulfilling its oversight responsibilities with respect to risk management in the areas of internal control over financial reporting, disclosure controls and procedures, and legal and regulatory compliance, and discusses with management and the independent auditor guidelines and policies with respect to risk assessment and risk management. Our audit and compliance committee also reviews our major financial risk exposures, including cybersecurity and data privacy risks, and the steps management has taken to monitor and control these exposures. Our audit and compliance committee also monitors certain key risks on a regular basis throughout the fiscal year, such as risk associated with internal control over financial reporting and liquidity risk. Our compensation committee assesses risks created by the incentives inherent in our compensation policies. Our nominating and corporate governance committee assists our board of directors in fulfilling its oversight responsibilities with respect to the management of risk associated with board organization, membership and structure, and corporate governance. Our full board of directors also reviews strategic and operational risk in the context of reports from the management team, receives reports on all significant committee activities at each regular meeting, and evaluates the risks inherent in significant transactions.

Stockholder and Other Interested Party Communications

The board of directors provides to every stockholder and any other interested parties the ability to communicate with the board of directors as a whole, and with individual directors on the board of directors, through an established process for stockholder communication. For a communication directed to the board of directors as a whole, stockholders and other interested parties may send such communication to our General Counsel via U.S. Mail or Expedited Delivery Service to: 1Life Healthcare, Inc., One Embarcadero Center, Suite 1900, San Francisco, CA 94111, Attn: Board of Directors c/o General Counsel.

For a stockholder or other interested party communication directed to an individual director in his or her capacity as a member of the board of directors, stockholders and other interested parties may send such communication to the attention of the individual director via U.S. Mail or Expedited Delivery Service to: 1Life Healthcare, Inc., One Embarcadero Center, Suite 1900, San Francisco, CA 94111, Attn: [Name of Individual Director].

Our General Counsel, in consultation with appropriate members of our board of directors as necessary, will review all incoming communications and, if appropriate, all such communications will be forwarded to the appropriate member or members of our board of directors, or if none is specified, to the Chairperson of our board of directors.

Item 11. Executive Compensation.

~~The~~Compensation ~~information~~Discussion ~~required by this item will be set forth in the Proxy Statement~~ and isAnalysis ~~incorporated into this Annual Report on Form 10-K by reference.~~

In this Compensation Discussion and Analysis, or CD&A, we provide an overview of the philosophy and objectives of our executive compensation program, as well as a description of its material components. This CD&A is intended to be read in conjunction with the tables that immediately follow this section, which provide further historical compensation information for our named executive officers, or NEOs.

Our NEOs for the year ended December 31, 2022 were:


Name						Position
Amir Dan Rubin						Chair, President, and Chief Executive Officer
Bjorn Thaler						Chief Financial Officer
Andrew S. Diamond						Chief Medical Officer
Lisa A. Mango						General Counsel and Secretary

Executive Summary

In the past year we have continued to perform, innovate, and grow, delivering on our vision of better health and better care, while helping to reduce the total cost of care, to our key stakeholders and consumers. Despite the headwinds resulting from macroeconomic uncertainty and the continuing COVID-19 pandemic, we believe our human-centered and technology-powered model is transforming and disrupting the healthcare industry and ecosystem. We have much to be proud of in 2022 as we continued to achieve significant financial and operational results:


			Net Revenue $1,045.5 million			68% year-over-year
			Care Margin(1) $184.4 million			18% of Net Revenue
			Adjusted EBITDA(1) $(144.1) million			(14)% of Net Revenue

			Ending Membership Count(2) 836,000			14% year-over-year

			July 2022: Signing of Merger Agreement with Amazon

(1) To supplement our consolidated financial statements, which are prepared in accordance with GAAP, we provide investors with certain non-GAAP financial measures, including Care Margin and Adjusted EBITDA, to evaluate our business. For a full reconciliation of each non-GAAP financial measure to the most directly comparable financial measure stated in accordance with GAAP, please see the section titled “Part II, Item 7—Management's Discussion and Analysis of Financial Condition and Results of Operations — Key Metrics and Non-GAAP Financial Measures” of this Annual Report on Form 10-K for the fiscal year ended December 31, 2022.

(2) For details on how we calculate members, please see “Part II, Item 7—Management's Discussion and Analysis of Financial Condition and Results of Operations — Key Metrics and

Non-GAAP Financial Measures — Members” of this Annual Report on Form 10-K for the fiscal year ended December 31, 2022.

Key 2022 Compensation Decisions

In 2022, we reviewed several compensation-related decisions to ensure the motivational and retentive aspects of our pay program while strengthening the alignment of management interests with those of our stockholders. Highlights of these reviews include:

Base Salary

Following a review of market data and consultation with its independent executive compensation consultant, the Compensation Committee determined not to increase base salary for any of our NEOs and not to make adjustments to the annual cash incentives for our NEOs for fiscal year 2022.

Long-Term Incentive Compensation

In January 2022, our Compensation Committee granted ongoing long-term incentive compensation opportunities to our named executive officers (other than our Chief Executive Officer (“CEO”)) in the form of annual equity awards comprising time-based stock options and RSUs, with aggregate grant date fair values ranging from approximately $2.0 million to approximately $4.7 million. Our CEO did not receive an annual equity award in 2022, since he received a long-term performance option grant in December 2020 which was granted in lieu of annual equity awards over subsequent years.

2022 Retention Equity Grants

In August 2022, following the signing of the Amazon Merger Agreement, our Compensation Committee approved a one-time award of RSUs to all of the named executive officers (the “Retention RSUs”). As the pendency of an acquisition can often result in a period of uncertainty, our Compensation Committee determined that the Retention RSUs were appropriate and necessary to incentivize the executive team to continue with the Company through the consummation of the proposed transaction and for a reasonable period following a potential closing in order to support the successful integration of the two businesses. These equity grants consisted of RSUs vesting over a four-year period, with 50% of the shares subject to the Retention RSUs vesting on the first anniversary of the grant date, 20% vesting on the second anniversary of the grant date, and 15% vesting on each of the third and fourth anniversaries of the grant date. The Retention RSUs are described further in the section below titled “Elements of our Compensation Plan—Long-Term Equity Incentives—2022 Retention Equity Grants.”

Results of Advisory Vote On Executive Compensation; Stockholder Outreach

We held a stockholder advisory vote on executive compensation in 2022, commonly referred to as a “say-on-pay vote,” which resulted in stockholder approval by over 86% of the votes cast on the advisory proposal. We take the views of our stockholders seriously and view this vote result as an indication that the principles of our executive compensation program are supported by our stockholders. Our Board is committed to robust engagement with stockholders and we regularly conduct engagement and outreach efforts in order to communicate with existing and prospective stockholders, research analysts and others. Following our 2022 annual meeting of our stockholders, our Board, and in particular our Nominating and Corporate Governance Committee, studied our voting results to help evaluate the effectiveness of our current governance practices and policies and identify potential areas of stockholder concerns. Prior to the signing of the Merger Agreement with Amazon in July 2022, we also had frequent contact with current and potential stockholders and analysts, including one-on-one phone calls, conference calls, video chats and in-person meetings and also held conference calls accessible to all stockholders following each of our quarterly earnings releases. These discussions and events covered key topics such as our business results and outlook, and our strategy, among other matters.

We continue to believe that engagement with, and feedback from, our stockholders is important and consider appropriate actions with respect to our pay program as a result of feedback from those engagement efforts.

Compensation Program and Practices

Compensation Philosophy and Objectives

Our executive compensation program is designed to:

•attract premier talent at the executive level in line with our organizational aspirations to transform healthcare;

•target a market comparable range of total direct compensation compared to companies with which we compete for talent;

•support a pay-for-performance culture while encouraging team and organizational objectives; and

•promote financial sustainability.

Compensation Elements

We believe that the design and structure of our pay program supports our business strategy, reflects our pay for performance approach, and aligns our executive officers’ focus and interests with those of our stockholders. All elements of our compensation program have been carefully chosen and utilized in order to ensure that the value received and realizable for our executives is aligned with our overall corporate performance.

Element

Objective

Strategic Role

Base Salary

•Provides only fixed pay element

•Set to be competitive with our peers, while reflecting our executive’s responsibilities, demonstrated performance, skills and experience

•Attracts, retains and rewards high-performing executives through market competitive pay and industry norms

Annual Cash Incentives

•Variable compensation

•Rewards achievement of annual financial objectives (Revenue and Adjusted EBITDA), as well as individual performance (for NEOs other than the CEO and Chief Financial Officer)

•With respect to our Chief Medical Officer, achievement is rewarded based on individual performance goals tied to clinical metrics, including our Company’s Quality of Care (HEDIS) and member satisfaction ratings

•Drives company-wide and individual performance

• Rewards annual performance

•Motivates executives to achieve performance objectives that are key to our annual operating and strategic plans

Long-Term Equity Incentives

•Variable compensation

•Annual equity awards are typically a mix of stock options and RSUs (for NEOs other than the CEO, who received 100% performance stock options in 2020 and did not receive any annual equity award grants in 2022)

•Vesting generally occurs over four years, which helps with long-term alignment

•Our CEO received a multiyear performance option grant in 2020 that vests based on our stock price performance over a seven-year performance period (see “—2020 CEO Long-Term Performance Option Grant” below)

•Our executives will only realize value from the stock options when our stock price increases

•Motivates executives to focus on sustained long-term growth

• Aligns executive interests and stockholder interests

• Enhances retention of key employees

Target Pay Mix

Our executive compensation program is designed to pay for performance, drive the creation of long-term stockholder value, deliver compensation that is competitively positioned among our peers, and align with the pursuit and achievement of both our short-term and long-term strategic goals. To achieve this, our Compensation Committee does not apply a specific formula for allocating total compensation among the various components. Instead, our Compensation Committee uses its

judgment, in consultation with our Compensation Committee’s independent executive compensation consultant, to establish a mix of base salary, short-term, and long-term incentive compensation for each NEO. As can be seen in the graphs below, a large percentage of executive pay is variable and “at-risk” (98% for the CEO, using an annualized equity value of his 2020 front-loaded performance option grant, which is further described below under “2020 CEO Long-Term Performance Option Grant”; 88% on average for other NEOs), meaning that value will only be received by the executive if corporate and stock price performance are strong. The balance between these components may change from year to year based on corporate strategy and objectives, the pendency of the Amazon Merger and other considerations.

For 2022, our NEOs had the following target pay mix, excluding the Retention RSUs:

Note: “At Risk” pay consists of target short-term incentives as well as annual long-term equity incentive awards for 2022. Values for the equity awards for our CEO in 2022 represent one-seventh of the value of our CEO’s 2020 front-loaded performance option grant, which is further described below under “2020 CEO Long-Term Performance Option Grant.”

Key Governance Practices

Our compensation governance practices for our executives are designed to support sound risk management and align incentives with our stockholders. They aim to, among others:

☑ Align executive pay with performance

☑ Balance risk and rewards in our compensation program

☑ Maintain a robust Insider Trading Policy

☑ Adopt only “double-trigger” Change in Control provisions

☑ Avoid golden parachute excise tax gross ups

☑ Engage an independent executive compensation consultant

☑ Conduct an annual compensation risk assessment

☑ Prohibit hedging and pledging of Company stock

We also hold an annual advisory “say on pay vote” and have adopted stock ownership guidelines for our CEO. We believe these practices help enhance alignment with our stockholders and enable us to evaluate whether the principles of our executive compensation program are supported by our stockholders .

Compensation Determination Process

Role of Our Compensation Committee

Our Compensation Committee is responsible for the compensation programs for our executive officers and reports to our Board on its discussions, decisions, and other actions. Our Compensation Committee typically reviews our executive officers’ overall compensation packages, incentive design and compensation policies and practices on an annual basis or more frequently as it deems appropriate. The Compensation Committee may form and delegate authority to one or more subcommittees as it deems appropriate.

Role of CEO and Management

Our CEO typically makes recommendations to our Compensation Committee regarding compensation for the executive officers that report to him. Our CEO makes recommendations (other than with respect to himself) regarding base salary, and short-term and long-term compensation, including equity incentives, for our executive officers based on our results, an executive officer's individual contribution toward these results, the executive officer's role and performance of his or her duties and his or her achievement of individual goals. Our Compensation Committee then reviews the CEO’s recommendations and other data, including various compensation survey data and publicly available data of our peers prior to finalizing decisions. While our CEO typically attends meetings of our Compensation Committee, our Compensation Committee meets outside the presence of our CEO when discussing his compensation and when discussing certain other matters as well.

Role of Our Independent Compensation Consultant

Our Compensation Committee is authorized to retain the services of one or more executive compensation advisors, as it sees fit, in connection with the establishment of our executive compensation programs and related policies. During 2022, our Compensation Committee retained Aon’s Human Capital Solutions practice, a division of Aon plc (“Aon”), due in part to its extensive analytical and compensation expertise relating to healthcare and technology companies. Aon has advised our Compensation Committee and provided market data and analysis on an ongoing basis. Among other things, Aon assisted in developing an appropriate group of peer companies to help us determine the appropriate level of overall compensation for our executive officers, as well as to assess each separate element of compensation, with a goal of ensuring that the compensation we offer to our executive officers, individually as well as in the aggregate, is competitive and fair.

Our Compensation Committee conducted a specific review of its relationship with Aon in the past year and determined that Aon’s work for our Compensation Committee did not raise any conflicts of interest.

Peer Group

With assistance from our independent compensation consultant, our Compensation Committee reviews the compensation practices of our peers and other market data to assess the competitiveness of the compensation components for our NEOs. This benchmarking data is used by our Compensation Committee primarily to ascertain competitive total compensation levels (including base salary, annual cash incentives, long-term equity incentives, and employee benefits) with comparable companies. Other considerations include peer performance, market factors, our performance and individual contributions and responsibilities.

The key qualitative and quantitative considerations that influenced the development of the 2022 peer group were:

•Industry: publicly traded healthcare technology with a consumer retail focus;

•Revenue: range of approximately $200 million to $1.25 billion, based on One Medical’s fiscal year 2021 projected revenue at that time;

•Market Capitalization: target companies with a market capitalization between approximately $2 billion and $18 billion, based on One Medical’s 30-day average market capitalization of $5.5 billion as of April 16, 2021;

•Business Stage: companies that completed their IPO within the past five years where possible; and

•Geography: companies within the broader United States market, with a focus on companies headquartered in the San Francisco Bay Area in California.

Based on these criteria, our Compensation Committee, in consultation with management and our independent compensation consultant, approved the following companies in May 2021 as our peer group for 2022:


American Well*	AppFolio	eHealth
Evolent Health*	GoodRx*	Guardant Health*
Health Catalyst	HealthEquity	HMS
Inovalon	NextGen Healthcare	Oak Street Health*
Progyny	Tabula Rasa HealthCare	Teladoc Health
Zuora

* New for 2022 peer group

Change Healthcare and Livongo Health, companies included in the 2021 peer group, were removed from the 2022 peer group because they entered into merger agreements with other companies.

Elements of our Compensation Plan

Base Salary

Base salary represents the fixed portion of the compensation of our executive officers and is an important element of compensation for attracting and retaining highly talented individuals. We typically review and determine base salaries for each executive annually on a case-by-case basis, with consideration given to each officer’s experience, expertise and performance, as well as market compensation levels for similar positions. Following a review of market data and consultation with its independent executive compensation consultant, the Compensation Committee determined not to increase base salary for any of our NEOs for fiscal year 2022.


Executive	2021 Base Salary	2022 Base Salary	Percentage Adjustment
Amir Dan Rubin	$650,000	$650,000	—%
Bjorn Thaler	$400,000	$400,000	—%
Andrew S. Diamond	$400,000	$400,000	—%
Lisa A. Mango	$375,000	$375,000	—%

Annual Cash Incentives

Through our Executive Annual Incentive Plan (the “Annual Incentive Plan”), our executive officers are eligible to annually receive performance-based cash incentives, which are designed to provide appropriate incentives to our executives to achieve defined financial and company performance goals, as well as individual performance goals in the case of certain NEOs. Each executive’s target cash incentive amount is expressed as a percentage of base salary and intended to be commensurate with the executive’s position and responsibilities. Following a review of market data and consultation with its independent executive compensation consultant, the Compensation Committee determined to apply the following annual cash incentive design for our named executive officers for fiscal year 2022:


Executive	2022 Base Salary	Target Annual Incentive
		(As a % of Base Salary)	($)
Amir Dan Rubin	$650,000	110%	$715,000
Bjorn Thaler	$400,000	100%	$400,000
Andrew S. Diamond	$400,000	60%	$240,000
Lisa A. Mango	$375,000	50%	$187,500

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Performance Objectives

Annual incentives for our executive officers are based on the achievement of corporate and individual performance objectives. For 2022, annual cash incentives included three components for all participants, except the CEO, CFO and Chief Medical Officer. These objectives included:

•Revenue;

•Adjusted EBITDA; and

•Individual performance goals.

Following a review of market data and consultation with its independent executive compensation consultant, the Compensation Committee determined to maintain the same program for annual cash incentives for our named executive officers as was in place during fiscal year 2021. For the CEO and CFO, annual incentives were split evenly between Revenue and Adjusted EBITDA, as per Compensation Committee recommendations, without an individual performance measure. For the other NEOs, weightings were as follows:


Executive	Revenue	Adjusted EBITDA	Individual Performance
Amir Dan Rubin	50%	50%	—
Bjorn Thaler	50%	50%	—
Andrew S. Diamond (1)	—	—	100%
Lisa A. Mango	50%	25%	25%

(1) Given Dr. Diamond’s involvement in clinical patient care, his individual performance goals were tied to clinical metrics, including our quality of care metrics, member satisfaction, provider retention and recruitment.

The metrics were chosen to encapsulate key business drivers as well as to enable continued growth and enhancement of One Medical’s business. Revenue goals directly reflect enterprise and consumer member growth, member activation and retention, partnerships with health networks, visits and new services. Adjusted EBITDA reflects cost of care, and selling, general and administrative (SG&A) expense management. All executives may earn between 0% and 150% of target, based on performance.

Annually, our Compensation Committee or Board determines the actual cash payout to be awarded to each of our eligible executive officers by evaluating the achievement levels of our Company and financial performance goals based on financial metrics reviewed by our Audit and Compliance Committee and the achievement levels on any individual metrics. Our CEO determines the achievement levels of individual performance goals for eligible executive officers. Our Compensation Committee retains discretion to adjust awards based upon any other factors it determines to be relevant.

2022 Earned Cash Incentives


Executive	Target Annual Incentive	Percent Achieved (weighted %)	2022 Earned Annual Incentive ($)
Amir Dan Rubin	$715,000	64%	$454,025
Bjorn Thaler	$400,000	64%	$254,000
Andrew S. Diamond	$240,000	82%	$196,800
Lisa A. Mango	$187,500	87%	$163,125

Long-Term Equity Incentives

We believe equity awards are a critical element of our executive compensation program as they provide an incentive for our executives to focus on driving growth in our stock price and long-term stockholder value creation. Further, these equity awards help us to attract and retain key talent in a competitive market. Specifically, the granting of stock options helps ensure that the interests of our executive officers are aligned with those of our stockholders as the options only have value if the value

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of our Company’s stock increases after the date the option is granted. The granting of time-based RSUs also provide a strong retention incentive for our executive officers by providing a moderate reward for growth in the value of our common stock.

2022 Annual Equity Grants

In January 2022, our NEOs, other than our CEO (who received the Performance Option described below in 2020), received the following annual equity awards, consisting of stock options and RSUs, under our 2020 Equity Incentive Plan:


Executive	Stock Options(1) ($)	RSUs(1) ($)
Amir Dan Rubin	—	—
Bjorn Thaler	$4,040,513	$672,655
Andrew S. Diamond	$1,443,039	$560,552
Lisa A. Mango	$1,443,039	$560,552

(1) The amounts reported in this column do not reflect dollar amounts actually received by the NEO. Instead, the amounts represent the aggregate grant date fair value of RSUs and stock options, as applicable, computed in accordance with Accounting Standards Codification, Topic No. 718 (“ASC Topic 718”), as disclosed in Note 14 to our consolidated financial statements included in this Annual Report on Form 10-K for the year ended December 31, 2022. As required by SEC rules, the amounts shown exclude the impact of estimated forfeitures related to service-based vesting conditions. In the case of stock options, our NEOs will only realize compensation to the extent the trading price of our common stock is greater than the exercise price of such stock options. The amounts reported in this column reflect the accounting cost for these RSUs and stock options, as applicable, and do not correspond to the actual economic value that may be received by the NEOs upon vesting or settlement of RSUs or the exercise of the stock options or any sale of the underlying shares of common stock, as applicable.

The options vest and become exercisable in equal monthly installments over four years, and the RSUs will vest in equal annual installments over four years, in each case, subject to the NEO’s continued employment through each applicable vesting date.

2020 CEO Long-Term Performance Option Grant

As previously disclosed, in December 2020, our CEO, Mr. Rubin, received a multi-year performance-based stock option grant to acquire up to 8,645,823 shares of our common stock (the “Performance Option Grant”). The Performance Option Grant is subject to a seven-year performance and vesting period, and vests only upon the sustained achievement of pre-determined increases in our Company’s stock price over the seven-year period, as further described below. The exercise price per share subject to the Performance Option Grant is $43.31. The Performance Option Grant was granted in lieu of annual equity awards over subsequent years, and as a result, Mr. Rubin did not receive annual equity grants in 2021 or 2022.

The Performance Option Grant consists of four performance-vesting tranches which vest only if our common stock closing price achieves and sustains for 90 days, a 30-day stock price average milestone, as follows:


Average Price per Share Milestone	Number of Shares	Percent of Performance Option Eligible to Vest
$55.00	1,330,127	15.38%
$70.00	1,995,190	23.08%
$90.00	2,660,253	30.77%
$110.00	2,660,253	30.77%

In the event of a change in control of our Company, if the change-in-control price is at or higher than the performance milestone for any tranche, that tranche will then have satisfied the applicable performance milestone; the portion of the option with a performance milestone above the change-in-control price would be forfeited. However, full vesting and exercisability of the Performance Option Grant will remain subject to satisfaction of the first to occur of the following conditions: (i) Mr. Rubin providing up to 12 months of continued service post-closing (the “Consulting Period”) in a role determined by the

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acquirer (if the services are provided for the full Consulting Period, the Performance Option Grant would vest at the conclusion of the Consulting Period); (ii) Mr. Rubin’s service is terminated by the acquirer without cause during the Consulting Period, in which case, the Performance Option Grant would vest at the time of such termination; or (iii) the acquirer elects not to engage Mr. Rubin’s services post-closing, in which case, the Performance Option Grant would vest upon the closing.

As of the date of this filing, none of the performance milestones applicable to the Performance Option Grant have been satisfied. Pursuant to the terms of the Amazon Merger Agreement, and contingent and effective upon the closing of the Amazon Merger, the Performance Option Grant will be canceled.

2022 Retention Equity Grants

Following our entry into the Amazon Merger Agreement in July 2022, our Compensation Committee approved a one-time award of Retention RSUs to each of the named executive officers. As the pendency of an acquisition can often result in a period of uncertainty, our Compensation Committee determined that the Retention RSUs were appropriate and necessary to incentivize the executive team to continue with the Company through the consummation of the proposed transaction and for a reasonable period following a potential closing in order to support the successful integration of the two businesses.

Our Compensation Committee believes that the granting of Retention RSUs enabled the Company to maintain stability in management and leadership during what otherwise could have been an uncertain time and can help enhance shareholder value in the context of an acquisition and align executives' interests with those of investors. In August 2022, the Compensation Committee recommended, and the Board approved, the following Retention RSUs to our NEOs:


Executive									RSUs(1) ($)
Amir Dan Rubin									$9,999,994
Bjorn Thaler									$3,999,988
Andrew S. Diamond									$1,999,986
Lisa A. Mango									$3,999,988

(1) The amounts reported in this column do not reflect dollar amounts actually received by the NEO. Instead, the amounts represent the aggregate grant date fair value of RSUs, computed in accordance with ASC Topic 718 as disclosed in Note 14 to our consolidated financial statements included in this Annual Report on Form 10-K for the year ended December 31, 2022. As required by SEC rules, the amounts shown exclude the impact of estimated forfeitures related to service-based vesting conditions. The amounts reported in this column reflect the accounting cost for these RSUs and do not correspond to the actual economic value that may be received by the NEOs upon vesting or settlement of RSUs or any sale of the underlying shares of common stock, as applicable.

The RSUs will vest over a four-year period, with 50% of the shares subject to the Retention RSUs vesting on the first anniversary of the grant date, 20% vesting on the second anniversary of the grant date, and 15% vesting on each of the third and fourth anniversaries of the grant date. Upon and contingent on the closing of the Amazon Merger, the Retention RSUs (other than the Retention RSUs granted to our CEO) will be converted into the right to receive an amount in cash equal to (1) $18.00 multiplied by (2) the number of shares then subject to such Retention RSUs on the same terms and conditions (including vesting conditions). Each such cash award will vest in full upon a “Qualifying Termination,” which includes a termination without “Cause” and a resignation for Good Reason (each as defined in the Executive Severance and Change in Control Plan, except that with respect to this specific grant only, changes in employee roles and reporting chain naturally resulting from the consummation of the proposed Amazon Merger would not automatically give rise to “Good Reason”) at any time on or after the closing date of such transaction. In the case of the Retention RSUs granted to our CEO, any RSUs that remain unvested as of the closing of the Amazon Merger will be forfeited for no consideration in accordance with his letter agreement with Amazon.

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Other Elements of Compensation

Employment Agreements and Severance Benefits

We provide our NEOs with certain severance protections in their employment agreements and in our Executive Severance and Change in Control Plan in order to attract and retain an appropriate caliber of talent for such positions. Specifically, our NEOs (other than CEO) are eligible for severance benefits under our Executive Severance and Change in Control Plan, which supersede any similar severance benefits that may be provided under their employment agreements. Our CEO is eligible for severance benefits as set forth in his employment agreement. Our employment agreements with the NEOs and the severance provisions set forth therein are summarized below under “—Employment Arrangements” and “—Potential Payments upon Termination or Change in Control.”

Stock Ownership Guidelines

In 2021, we established guidelines setting expectations for stock ownership for our CEO as well as the members of our Board. The ownership targets are as follows:


Position			Required Ownership
Chief Executive Officer			5x base salary
Directors			5x annual retainer

When determining these stock ownership guidelines, our Compensation Committee worked with its independent consultant to review peer and market practices. Our CEO and each director has a period of up to five years from the establishment of these guidelines, or the date of their appointment, to meet the guidelines based on the value of shares of common stock beneficially owned and unvested RSUs.

Prohibition on Hedging and Pledging Transactions

Our insider trading policy prohibits any director, employee (including our executive officers) or consultant to our Company from, among other things, engaging in short sales, transactions in put or call options, hedging transactions, margin accounts, or other inherently speculative transactions with respect to our common stock at any time. Our directors, employees (including our executive officers), and consultants are also not permitted to pledge our securities as collateral for a loan.

Health and Welfare Benefits

All of our current NEOs are eligible to participate in our employee benefit plans, including our medical, dental, vision, life, disability and accidental death and dismemberment insurance plans, in each case on the same basis as all of our other employees. We pay the premiums for the life, disability and accidental death and dismemberment insurance for all of our employees, including our NEOs.

Perquisites and Personal Benefits

With the exception of the car allowance we provide to Mr. Rubin, we generally do not provide perquisites or personal benefits to our NEOs. To the extent that any NEO was granted a perquisite or other personal benefit that is subject to disclosure, such perquisite or other personal benefit has been reported in “—Summary Compensation Table” below.

401(k) Plan

We currently maintain a 401(k) retirement savings plan for our employees, including our NEOs, who satisfy certain eligibility requirements. The 401(k) plan is intended to qualify as a tax-qualified plan under the Internal Revenue Code. Our NEOs are eligible to participate in the 401(k) plan on the same basis as our other employees. The Internal Revenue Code allows eligible employees to defer a portion of their compensation, within prescribed limits, on a pre-tax basis (or post-tax basis through a “Roth” 401(k) election) through contributions to the 401(k) plan. For the year ended December 31, 2022, we provided matching contributions under our 401(k) Plan representing 50% of the first 5% of eligible compensation by plan participants, subject to federal tax limits.

Pension Benefits

Our NEOs did not participate in, or otherwise receive any benefits under, any pension or retirement plan sponsored by us during 2022.

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Nonqualified Deferred Compensation

Our NEOs did not participate in, or earn any benefits under, any nonqualified deferred compensation plan sponsored by us during the year ended December 31, 2022. Our Board may elect to provide our officers and other employees with nonqualified deferred compensation benefits in the future if it determines that doing so is in our best interests.

Compensation Risk Assessment

Our Compensation Committee has determined, based in part on an assessment of our Company’s executive compensation programs by its independent consultant, that its compensation policies and programs do not give rise to inappropriate risk taking or risks that are reasonably likely to have a material adverse effect on our Company.

Tax and Accounting Implications

One of the factors our Compensation Committee considers when determining executive compensation is the anticipated tax treatment to our Company and to the executives of the various payments and benefits. Section 162(m) of the Internal Revenue Code (“Section 162(m)”) generally provides that a publicly held company may not deduct compensation paid to certain covered executive officers to the extent that such compensation exceeds $1,000,000 per executive officer in any year. While the Committee generally considers this limit when determining compensation, there are instances in which our Compensation Committee has concluded, and reserves the discretion to conclude in the future, that it is appropriate to exceed the limitation on deductibility under Section 162(m) to ensure that executive officers are compensated in a manner that it believes to be consistent with our Company’s best interests and those of our stockholders.

Compensation Committee Report on Executive Compensation

The Compensation Committee has reviewed and discussed the Compensation Discussion and Analysis required by Item 402(b) of Regulation S-K and contained within this annual report with management and, based on such review and discussions, the Compensation Committee recommended to our Board that the Compensation Discussion and Analysis be included in this Annual Report on Form 10-K for the year ended December 31, 2022.

Submitted by the members of the Compensation Committee of the Board of Directors:

Kalen Holmes, Chairperson

David Kennedy

Robert Schmidt

This report of the compensation committee is required by the SEC and, in accordance with the SEC's rules, will not be deemed to be part of or incorporated by reference by any general statement incorporating by reference this Annual Report on Form 10-K into any filing under the Securities Act or under the Exchange Act, except to the extent that we specifically incorporate this information by reference, and will not otherwise be deemed "filed" under either the Securities Act or the Exchange Act.

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Summary Compensation Table

The following table presents all of the compensation awarded to, earned by or paid to our NEOs during the years ended December 31, 2022, 2021 and 2020:


Name	Year	Salary ($)(1)	Bonus ($)	Stock Awards ($)(2)	Option Awards ($)(2)		Non-Equity Incentive Plan Compensation ($)(3)	All Other Compensation ($)		Total ($)
Amir Dan Rubin	2022	675,000	—	9,999,994	—		454,025	97,026	(4)	11,226,045
Chair, CEO	2021	697,308	—	—	—		996,676	94,737	(5)	1,788,721
and President	2020	623,077	—	—	197,468,738	(7)	864,915	96,321	(6)	199,053,051
Bjorn Thaler	2022	407,692	—	4,672,643	4,040,513		254,000	22,896	(4)	9,397,744
Chief Financial Officer	2021	415,385	—	812,269	8,788,574		557,581	24,810	(5)	10,598,619
	2020	400,000	—	—	1,600,723		403,627	24,773	(6)	2,429,123
Andrew S. Diamond, M.D. (8)	2022	400,000	—	2,560,537	1,443,039		196,800	30,528	(4)	4,630,904
Chief Medical Officer	2021	415,385	—	980,172	2,924,991		312,000	29,730	(5)	4,662,278

Lisa A. Mango (9)	2022	382,212	—	4,560,540	1,443,039		163,125	29,655	(4)	6,578,571
General Counsel and Secretary	2021	388,077	—	1,056,014	3,286,278		259,022	28,942	(5)	5,018,333

(1)Salary equals base pay paid to each NEO during the applicable year. The actual salary paid may fluctuate due to the number of pay periods during the calendar year, the timing of increases in base salary, and the timing of payroll processing at each calendar year-end.

(2)The amounts reported in this column do not reflect dollar amounts actually received by the NEO. Instead, the amounts represent the aggregate grant date fair value of RSUs and stock options, as applicable, granted to our NEOs during 2022, 2021 and 2020 under our 2017 Equity Incentive Plan, as amended, or our 2020 Equity Incentive Plan, computed in accordance with ASC Topic 718 as disclosed in Note 14 to our consolidated financial statements included in this Annual Report on Form 10-K for the year ended December 31, 2022. As required by SEC rules, the amounts shown exclude the impact of estimated forfeitures related to service-based vesting conditions. In the case of stock options, our NEOs will only realize compensation to the extent the trading price of our common stock is greater than the exercise price of such stock options. The amounts reported in this column reflect the accounting cost for these RSUs and stock options, as applicable, and do not correspond to the actual economic value that may be received by the NEOs upon vesting or settlement of RSUs or the exercise of the stock options or any sale of the underlying shares of common stock, as applicable.

(3)Amounts reflect cash performance-based incentives payable by us to the NEOs under our Annual Incentive Plan for 2022, 2021 and 2020, which were based upon the achievement of individual performance goals and/or the achievement of company and financial performance goals as approved by our Compensation Committee. Our 2022, 2021 and 2020 company and financial performance goals consisted of revenue and adjusted EBITDA targets. Individual performance goals were established for certain of our executive officers other than our CEO and Chief Financial Officer. For 2022, 2021 and 2020, we determined certain NEOs’ actual performance-based cash incentives based on attainment of these company and financial performance goals, which cash incentives our Compensation Committee determined were appropriate given each NEO’s individual performance and/or responsibility for the overall direction and success of our business, as applicable. For 2022, our Compensation Committee determined that Mr. Rubin, Mr. Thaler, Dr. Diamond and Ms. Mango were each entitled to 64%, 64%, 82% and 87%, respectively, of their target cash incentives. For 2021, our Compensation Committee determined that Mr. Rubin, Mr. Thaler, Dr. Diamond and Ms. Mango were each entitled to 139%, 139%, 130% and 138%, respectively, of their target cash incentives. For 2020, our Compensation Committee determined that Mr. Rubin and Mr. Thaler were each entitled to 144% and 144%, respectively, of their target cash incentives.

(4)For 2022, amounts represent a car allowance for Mr. Rubin ($66,000), medical insurance premiums paid by us on behalf of Mr. Rubin ($21,166), Mr. Thaler ($13,598), Dr. Diamond ($21,230), and Ms. Mango ($20,413), disability and life insurance premiums paid by us on behalf of each NEO, and contributions by us to Mr. Rubin’s, Mr. Thaler’s, Dr. Diamond’s, and Ms. Mango’s respective 401(k) plan accounts.

(5)For 2021, amounts represent a car allowance for Mr. Rubin ($66,000), medical insurance premiums paid by us on behalf of Mr. Rubin ($19,182), Mr. Thaler ($15,879), Dr. Diamond ($20,798), and Ms. Mango ($20,068), disability and life insurance premiums paid by us on behalf of each NEO, and contributions by us to Mr. Rubin’s, Mr. Thaler’s, Dr. Diamond’s, and Ms. Mango’s respective 401(k) plan accounts.

(6)For 2020, amounts represent a car allowance for Mr. Rubin ($66,000), medical insurance premiums paid by us on behalf of Mr. Rubin ($19,158) and Mr. Thaler ($15,975), disability and life insurance premiums paid by us on behalf of each NEO, and contributions by us to Mr. Rubin’s and Mr. Thaler’s and respective 401(k) plan accounts.

(7)Represents the Performance Option granted in December 2020 to Mr. Rubin which vests based upon achievement of certain stock price hurdles. See “Compensation Discussion and Analysis—Elements of Our Compensation Plan—Long-Term Equity Incentives—2020 CEO Long-Term Performance Option Grant” above. Assumptions used in the calculation of the Performance Option in accordance with ASC Topic 718 are included in Note 14 to our consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2021, filed with the SEC on February 23, 2022. The grant date fair value of the Performance Option was determined based on multiple stock price paths developed through the use of a Monte Carlo simulation that incorporates into the valuation the possibility that the market condition may not be satisfied for 2020 and, as a result, his compensation information for that year has been omitted.

(8)Dr. Diamond’s compensation information was not required for 2020 and, as a result, his compensation information for that year has been omitted.

(9)Ms. Mango’s compensation information was not required for 2020 and, as a result, her compensation information for that year has been omitted.

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Grants of Plan-Based Awards as of December 31, 2022

The following table sets forth certain information with respect to all plan-based awards granted to our NEOs during the fiscal year ended December 31, 2022.


			Estimated Possible Payouts Under Non-Equity Incentive Plan Awards(1)			All Other Stock Awards: Number of Shares of Stock or Units (#)(2)		All Other Option Awards: Number of Securities Underlying Options (#)(2)		Exercise or Base Price of Option Awards ($/sh)	Grant Date Fair Value of Stock and Option Awards ($)(3)
Name	Type of Award	Grant Date	Threshold ($)	Target ($)	Maximum ($)
Amir Dan Rubin	Time-based RSU	08/12/22	—	—	—	583,090	(4)	—		—	9,999,994
	2022 Annual Incentive Plan	—	214,500	715,000	1,072,500	—		—		—	—
Bjorn Thaler	Time-based Stock Option	01/15/22	—	—	—	—		325,091	(5)	12.16	3,953,107
	Time-based Stock Option	01/15/22	—	—	—	—		7,188	(5)	12.16	87,406
	Time-based RSU	01/15/22	—	—	—	55,317	(6)	—		—	672,655
	Time-based RSU	08/08/22	—	—	—	237,529	(4)	—		—	3,999,988
	2022 Annual Incentive Plan	—	120,000	400,000	600,000	—		—		—	—
Andrew S. Diamond	Time-based Stock Option	01/15/22	—	—	—			118,671	(5)	12.16	1,443,039
	Time-based RSU	01/15/22	—	—	—	46,098	(6)	—		—	560,552
	Time-based RSU	08/08/22	—	—	—	118,764	(4)	—		—	1,999,986
	2022 Annual Incentive Plan	—	72,000	240,000	360,000	—		—		—	—
Lisa A. Mango	Time-based Stock Option	01/15/22	—	—	—	—		111,072	(5)	12.16	1,350,636
	Time-based Stock Option	01/15/22	—	—	—	—		7,599	(5)	12.16	92,404
	Time-based RSU	01/15/22	—	—	—	46,098	(6)	—		—

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