agilon health, inc. 8-K

What Happened
agilon health, inc. (AGL) announced in an 8-K that on February 12, 2026 it and certain affiliates entered into a Third Amendment to the existing credit agreement (originally dated Feb 18, 2021) with J.P. Morgan Chase Bank, N.A. as administrative agent and the lenders. The Amendment extends the loan maturity from February 18, 2026 to February 18, 2028 and changes several covenant, liquidity and collateral terms. Substantially concurrently, agilon health executed an unsecured Parent Guaranty of management’s obligations under the credit agreement.

Key Details

• Maturity extended to Feb 18, 2028 (from Feb 18, 2026).
• Revolving commitments reduced from $100.0 million to $90.0 million (a $10.0M reduction).
• Management must maintain at least $50.0 million in Total Cash at the end of each business day.
• Dividend/related payments under certain availability “baskets” are conditioned on the Company achieving positive EBITDA for two consecutive trailing four‑quarter periods ending after the amendment date.
• Letters of credit: any reduction in outstanding L/Cs requires a corresponding prepayment of term loans; existing L/Cs must be cash-collateralized at 103% of their prior amounts.
• Covenant measurement tweaks: certain covenant “baskets” will be measured as a percentage of EBITDA (rather than, or in addition to, Consolidated Total Assets).

Why It Matters
These changes affect agilon’s liquidity and financial flexibility. Extending the maturity gives the company more time to manage term debt, but the $10M smaller revolver and the $50M daily cash minimum reduce available working capital. The 103% cash collateral requirement for letters of credit and the prepayment trigger for reducing L/Cs can tie up cash or force loan paydowns. Conditioning certain distributions on sustained positive EBITDA limits the company’s ability to pay dividends or make some related payments until performance improves. The Parent Guaranty increases the parent company’s legal support of the borrowings. Investors should view this as a refinancing-type amendment that eases near-term maturity pressure while imposing tighter liquidity and covenant terms.