agilon health, inc. 8-K

What Happened

• agilon health, inc. filed an 8-K on March 18, 2026 disclosing that at a March 17, 2026 special meeting stockholders approved an amendment to the company’s certificate of incorporation to permit a reverse stock split in a range of 1-for-5 to 1-for-25. The Board has approved implementing a 1-for-25 reverse stock split. The company intends to file a Certificate of Amendment with the Delaware Secretary of State and effect the reverse split at 5:00 p.m. Eastern Time on March 30, 2026. A press release announcing the action was attached as Exhibit 99.1.

Key Details

• Shareholder vote on the amendment (Proposal No. 1): For 356,574,789; Against 6,187,388; Abstained 365,864.
• Board-selected split ratio: 1-for-25 (within the approved 1-for-5 to 1-for-25 range).
• Effective timing: Company plans to file the Certificate of Amendment on or about March 30, 2026, with the reverse split effective at 5:00 p.m. ET on March 30, 2026.
• Adjournment proposal (to permit additional solicitation if needed) was also approved: For 350,802,135; Against 11,672,713; Abstained 653,193.

Why It Matters

• A reverse stock split consolidates outstanding shares (each 25 pre-split shares become 1 post-split share) and will proportionally increase the per-share trading price; it does not, by itself, change a holder’s percentage ownership except for any rounding or fractional-share procedures the company may apply.
• Investors should note the effective date (Mar 30, 2026 at 5:00 p.m. ET) and watch for the company’s Certificate of Amendment and follow-up communications (including details on ticker symbol, fractional-share treatment, and how holdings will be adjusted).