agilon health, inc. 8-K

What Happened
agilon health, inc. filed an 8-K on Jan 7, 2026 disclosing an Amended and Restated Employment Agreement with CFO and EVP Jeffrey Schwaneke, entered Dec 31, 2025 and effective Jan 1, 2026. The amended agreement replaces his prior June 3, 2024 agreement and provides a one-time grant of 600,000 restricted stock units (RSUs) plus eligibility for sizable annual equity awards for fiscal 2026 and ongoing eligibility for 2027 awards.

Key Details

• One-time equity award: 600,000 RSUs, scheduled to vest annually over three years.
• FY2026 annual award: if employed at grant time, grant-date fair value of $3,750,000 (mix/terms consistent with other executive awards).
• FY2027: eligible to receive annual equity awards on terms consistent with other executives if employed at grant time.
• Severance/vesting: if terminated by the Company without cause (not for death/disability) before 18 months after Jan 1, 2026, Schwaneke receives 12 months of base salary plus target annual bonus paid over 12 months, and equity granted under the amended agreement continues to vest as if employment had not terminated (performance vesting still tied to goals), subject to a release of claims. Voluntary termination by Schwaneke after 18 months also preserves continued vesting described above.

Why It Matters
This 8-K signals the company is using equity awards and defined severance to retain its CFO. The large RSU grant (600k units) and the $3.75M FY2026 award value can affect future share dilution and compensation expense, and the severance/continued vesting provisions create potential cash and non-cash costs if termination triggers apply. Investors should note the effective date (Jan 1, 2026) and that the company expects to file the full agreement as an exhibit to a future report.