Annual report [Section 13 and 15(d), not S-K Item 405]

Related Parties

v3.26.1
Related Parties
 12 Months Ended
Dec. 31, 2025
Related Party Transactions [Abstract]  
Related Parties
CPF, a principal equity holder of the Company, has equity investments in Allymar Health Solutions ("Allymar"), Anderson Family LLC (“Anderson”), and Atrio Health Plans (“Atrio”).
Allymar Health Solutions
The Company has a master services agreement in place with Allymar whereby Allymar provides support services and tools for the Company and its contracted providers in arranging for or delivering services to its members. The Company recorded Allymar service expenses of $9.9 million and $2.7 million for the years ended December 31, 2025 and 2024, respectively, which are included in corporate, general and administrative expense in the consolidated statements of operations. The Company recorded accrued expenses of $9.3 million and $2.7 million for the years ended December 31, 2025 and 2024, respectively. There were no accounts payable as of December 31, 2025 and 2024.
Anderson Family LLC

The Company has a master services agreement in place with Anderson whereby Anderson provides end-of-life care data analysis and related services for the Company. The Company recorded service expenses of $0.3 million for the year ended December 31, 2025, which are included in corporate, general and administrative expenses in the consolidated statements of operations. There were no service expenses for the same period in 2024. The Company recorded accounts payable of $0.2 million as of December 31, 2025. There were no accounts payable as of December 31, 2024.
Atrio Health Plans
The Company has a full-risk capitation agreement in place with Atrio whereby the Company is delegated to perform services on behalf of Atrio’s members assigned to the Company. These delegated services include but are not limited to provider network credentialing, patient authorizations, and medical management (care management, quality management and utilization management). The following tables summarize the Company’s transactions with Atrio:
Year Ended December 31,
2025 2024
(in thousands)
Capitated revenue $ 223,357  $ 303,606 
Other revenue $ 3,904  $ 4,340 
Medical expense $ 281,648  $ 345,566 
December 31,
2025 2024
(in thousands)
Health plan receivable $ 12,693  $ 23,872 
Claims payable $ 101,180  $ 61,090 
Health plan settlements payable $ 2,409  $ 1,386 
Deferred revenue (1)
$ —  $ — 
__________________
(1)Amount is included within accrued expenses and other current liabilities on the Company’s consolidated balance sheet.
VGS Promissory Notes and Warrants
As described in Note 11, in December 2023, the Company issued an unsecured promissory note to VGS, an entity managed by CPF and whose equity holders consist of three members of the Company’s Board of Directors and the Company’s Chief Medical Officer, among others. The Company issued unsecured promissory notes to VGS 2 and VGS 3 in March and December 2024, respectively, and to VGS 4 and VGS 5 in February and May 2025, respectively. Each of these entities is managed by CPF. The following tables summarize the Company’s transactions with VGS, VGS 2, VGS 3, VGS 4 and VGS 5:
Year Ended December 31,
2025 2024
(in thousands)
Interest expense, net $ 30,682  $ 9,025 
December 31,
2025 2024
(in thousands)
Long-term debt, net $ 156,722  $ 78,816 
In connection with the issuances of promissory notes to VGS, VGS 3, VGS 4, and VGS 5, the Company issued equity-classified warrants to purchase a total of 4.9 million shares of Class A common stock, as adjusted for the reverse
stock split. The warrants are described further in Note 13. The Company issued warrants to purchase a total of 3.5 million and 1.4 million shares of Class A common stock during the years ended December 31, 2025 and 2024, respectively.
Florida Asset Sale
On November 30, 2024, the Company sold its Florida Assets to Buyers which are affiliated with the Company’s principal stockholder.