Quarterly report [Sections 13 or 15(d)]

Related Parties

v3.26.3
Related Parties
 9 Months Ended
Sep. 30, 2026
Related Party Transactions [Abstract]  
Related Parties
Note 14: 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”). Additionally, CPF manages the entities that own the Company’s preferred stock that was issued in exchange for the extinguishment of the VGS 1 through VGS 5 unsecured promissory notes.
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 $7.2 million and $17.8 million for the three and nine months ended September 30, 2026 and $3.8 million and $5.1 million for the three and nine months ended September 30, 2025, respectively, which are included in corporate, general and administrative expense in the condensed consolidated statements of operations. The Company recorded accrued expenses of $14.5 million and $9.3 million as of September 30, 2026 and December 31, 2025, respectively. There were no accounts payable as of September 30, 2026 and December 31, 2025.
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 no service expenses for the three months ended September 30, 2026 and $0.1 million for the nine months ended September 30, 2026, which are included in corporate, general and administrative expense in the condensed consolidated statements of operations. The Company recorded service expenses of $0.1 million and $0.1 million for the same periods in 2025. The Company recorded no accounts payable as of September 30, 2026 and $0.2 million as of December 31, 2025.
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:
Three Months Ended September 30, Nine Months Ended September 30,
2026 2025 2026 2025
(in thousands)
Capitated revenue $ 87,654  $ 79,972  $ 273,462  $ 232,214 
Other revenue $ 2,303  $ 1,431  $ 5,009  $ 4,128 
Medical expense(1)
$ 89,405  $ 87,175  $ 232,318  $ 272,128 
Interest expense(2)
$ 605  $ —  $ 2,018  $ 937 
(1) Medical expense for the nine months ended September 30, 2026 included reductions of $38.5 million and related net amounts due to Atrio, for relief of prior period medical claims expense.
(2) Interest expense accrues on claims in transit, where Atrio has paid claims on behalf of the Company and has not been reimbursed. Interest accrues at the daily Secured Overnight Financing Rate published by Federal Reserve Bank.
September 30, 2026 December 31, 2025
(in thousands)
Health plan receivable $ 27,378  $ 12,693 
Accrued expenses and other current liabilities
 $ 4,749  $ 2,731 
Health plan settlements payable $ 2,077  $ 2,409 
Claims payable
 $ 122,772  $ 178,141 
VGS Promissory Notes and Warrants
The following tables summarize the Company’s transactions related to the VGS 1, VGS 2, VGS 3, VGS 4 and VGS 5 promissory notes:
Three Months Ended September 30, Nine Months Ended September 30,
2026 2025 2026 2025
(in thousands)
Interest expense, net $ —  $ 8,513  $ 13,645  $ 20,167 
September 30, December 31,
2026 2025
(in thousands)
Long-term debt, net $ —  $ 156,722 
On April 27, 2026, the Company entered into a Debt Exchange Agreement (the “Exchange Agreement”) with various affiliates of CPF, the largest stockholder and debtholder, directly or through affiliates, of the Company (such affiliates, the “Holders”). Refer to Note 8 "Debt" for further disclosure regarding the Exchange Agreement.
Preferred Stock and Warrants

Affiliates of CPF own all of the Company’s outstanding preferred stock, which is summarized in Note 12 “Preferred Stock and Stockholders' Equity”. In connection with the issuances of Series D Preferred Stock, the Company issued equity-classified warrants to purchase a total of 0.9 million shares of Class A common stock during the nine months ended September 30, 2026. Such warrants had a fair value of $21.5 million and were classified within additional paid-in capital on the Company’s condensed consolidated balance sheets.

In connection with the issuance of Series D-1 Preferred Stock, the Company issued equity-classified warrants to purchase a total of 0.7 million shares of Class A common stock during the nine months ended September 30, 2026. Such warrants had a fair value of $4.7 million and were classified within additional paid-in capital on the Company’s condensed consolidated balance sheets.