O'Rourke Timothy Patrick 4

What Happened

• Timothy Patrick O'Rourke, CEO, President and Director of Agilon Health, was granted a total of 320,000 stock units on May 7, 2026: 120,000 restricted stock units (RSUs) and 200,000 performance stock units (PSUs). Each award was recorded at $0.00 (no cash paid).
• These grants are compensation awards (not open-market purchases or sales) and therefore represent equity-based pay rather than a direct bullish or bearish trading signal.

Key Details

• Transaction date: May 7, 2026; Form 4 filed May 11, 2026 (filed within the typical two-business-day reporting window).
• Prices and values: 120,000 RSUs @ $0.00; 200,000 PSUs @ $0.00; total 320,000 units; no cash consideration.
• Vesting/conditions:
  • RSUs (120,000): vest in three equal installments on each anniversary of May 7, 2026, subject to continued employment. (Footnote F1)
  • PSUs (200,000): vest subject to performance over a three-year period and continued employment. Vesting criteria: one-third vests if 30-trading-day VWAP ≥ $50, another third at ≥ $100, and the final third at ≥ $150. (Footnote F3)
  • Filing notes indicate the grant totals include restricted stock units. (Footnote F2)
• Shares owned after transaction: Not specified in the provided filing excerpt.
• Filing timeliness: Reported on May 11, 2026 for a May 7, 2026 grant — within the typical two-business-day Form 4 filing requirement (not flagged late).

Context

• These awards are standard executive compensation: RSUs will convert to shares if O'Rourke remains employed through vesting dates; PSUs only convert to shares if performance price thresholds are met during the three-year performance period. Such awards reflect compensation policy and are not the same as an insider buying shares on the open market.