XML 35 R17.htm IDEA: XBRL DOCUMENT
v3.25.4

Equity-Based Compensation | 12 Months Ended
--- | ---
Dec. 31, 2025
Share-Based Payment Arrangement [Abstract] |
Equity-Based Compensation | Equity-Based Compensation 2021 Equity Incentive Plan On March 25, 2021, our Board of Directors adopted the 2021 Equity Incentive Plan (the “2021 Plan”). Under the 2021 Plan, employees, consultants and directors of our Company and our affiliates that perform services for us are eligible to receive awards. The 2021 Plan provides for the grant of incentive stock options (“ISOs”), non-statutory stock options (“NSOs”), stock appreciation rights, restricted shares, performance awards, other share based awards (including restricted stock units) and other cash-based awards. ISOs may be granted only to employees, including officers. All other awards may be granted to employees, including officers, non-employee directors and consultants. The maximum number of shares available for issuance under the 2021 Plan may not exceed 20,744,444 shares (subject to a discretionary annual increase of up to 4% effective as of January 1 of each year for 10 years). On December 22, 2025, we registered an additional 27,915,561 shares of common stock that can be issued under the 2021 Equity Incentive Plan to eligible participants, including employees, directors, and consultants. Equity Awards Stock options Our outstanding stock options generally vest 25% annually over four years and generally expire 10 years from the date of the grant. The 2021 Equity Incentive Plan provides that stock option grants will be made with an exercise price at no less than the estimated fair value of common stock at the date of the grant. The following is a summary of the stock option transactions as of and for the years ended December 31, 2025, 2024 and 2023:
| Stock Options Outstanding
| Shares Subject to Options Outstanding |  | Weighted- Average Exercise Price per Option |  | Weighted- Average Remaining Contractual Terms (in years) |  | Aggregate Intrinsic Value
Balances as of December 31, 2022 | 10,603,493 |  | $ | 16.90 |  |  |  |  |
Options granted | — |  | — |  |  |  |  |
Options exercised | — |  | — |  |  |  |  |
Options forfeited / expired | (1,467,614) |  | 16.60 |  |  |  |  |
Balances as of December 31, 2023 | 9,135,879 |  | 16.95 |  |  | 7.29 |  | 79 |
Options granted | — |  |  | — |  |  |  |  |
Options exercised | (17,662) |  |  | 9.06 |  |  |  |  |
Options forfeited / expired | (355,736) |  | 16.82 |  |  |  |  |
Balances as of December 31, 2024 | 8,762,481 |  | 16.97 |  |  | 6.29 |  | 2,250 |
Options granted | — |  | — |  |  |  |  |
Options exercised | (1,097,827) |  |  | 16.46 |  |  |  |  |
Options forfeited / expired | (256,442) |  | 16.84 |  |  |  |  |
Balances as of December 31, 2025 | 7,408,212 |  | 17.05 |  |  | 5.28 |  | 20,001 |
Vested and Exercisable as of December 31, 2025 | 6,997,173 |  | $ | 17.27 |  |  | 5.26 |  | 17,421 |
Aggregate intrinsic value represents the difference between the exercise price of the option and the closing price of our common stock. The aggregate intrinsic value of options exercised for the years ended December 31, 2025 and 2024 was $3,616 and $39, respectively. No options were exercised during the year ended December 31, 2023. There were no options granted during the years ended December 31, 2025, 2024, and 2023. Restricted Stock Awards Our outstanding RSAs generally vest 25% annually over four years. RSAs generally vest on the later of the fourth anniversary of the original vesting commencement date or 50% annually on the first and second anniversary of the initial public offering, which was effective March 25, 2021. The following is a summary of RSA transactions as of and for the years ended December 31, 2025, 2024 and 2023:
| Restricted Shares |  | Weighted-Average Grant Date Fair Value
Unvested and outstanding as of December 31, 2022 | 4,690,441 |  | $ | 10.85 |
Vested | (3,916,030) |  | 11.82
Forfeited | (90,458) |  | 6.58
Unvested and outstanding as of December 31, 2023 | 683,953 |  | $ | 5.86 |
Vested | (627,491) |  | 4.91
Forfeited | (6,270) |  | 12.22
Unvested and outstanding as of December 31, 2024 | 50,192 |  | $ | 16.86 |
Vested | (49,915) |  |  | 18.00 |
Forfeited | (277) |  |  | 18.00 |
Unvested and outstanding as of December 31, 2025 | — |  |  | $ | — |
Restricted Stock Units Our outstanding Restricted Stock Units ("RSU") generally vest 33% annually over three years or 25% annually over four years. The following is a summary of RSU transactions as of and for the years ended December 31, 2025, 2024 and 2023:
| Restricted Stock Units |  | Weighted-Average Grant Date Fair Value
Unvested and outstanding as of December 31, 2022 | 8,728,936 |  | $ | 13.93 |
Granted | 4,425,771 |  | 6.76 |
Vested | (1,875,329) |  |  | 12.59 |
Forfeited | (737,753) |  | 12.57 |
Unvested and outstanding as of December 31, 2023 | 10,541,625 |  | $ | 11.25 |
Granted | 6,994,001 |  | 5.30 |
Vested | (2,993,372) |  | 8.37 |
Forfeited | (1,197,569) |  | 8.17 |
Unvested and outstanding as of December 31, 2024 | 13,344,685 |  | $ | 9.05 |
Granted | 2,987,921 |  | 15.52 |
Vested | (5,527,208) |  | 10.05 |
Forfeited | (1,448,709) |  | 9.29 |
Unvested and outstanding as of December 31, 2025 | 9,356,689 |  | $ | 10.49 |
Performance-based Restricted Stock Units ("PSUs") On September 14, 2023,the Board of Directors of the Company approved the grant of performance-based restricted stock units under the Company's 2021 Equity Incentive Plan to its executive management team and other key employees. Each grantee is eligible to vest in a number of PSUs ranging from 0% to 150% of the target number of PSUs granted, based on the aggregated achievement by the Company of certain performance metrics during the performance period beginning on January 1, 2024 and ending on December 31, 2024. The achievement of PSUs relative to the approved target is based on the following performance metrics and relative weighting: Health Plan Revenue Growth Percentage (60%), At-Risk Returning Member Medical Benefit Ratio (20%) and Adjusted EBITDA, less Capital Expenditures (20%). 50% of the total number of earned PSUs vested upon certification of achievement of the performance metrics by the Compensation Committee in March 2025 and the remaining 50% of earned PSUs vested as of December 31, 2025. On March 13, 2024, the Compensation Committee of the Board of Directors of the Company approved additional grants of PSUs under the Company's 2021 Equity Incentive Plan. Each grantee is eligible to vest in a number of PSUs ranging from 0% to 200% of the target number of PSUs granted, based on the aggregated achievement by the Company of certain performance metrics during the performance period beginning on January 1, 2026 and ending on December 31, 2026. The achievement of PSUs relative to the approved target is based on the following performance metrics and relative weighting: Revenue (50% weighting) and Adjusted EBITDA (50% weighting). 100% of the total number of earned PSUs will become vested upon certification of achievement of the performance metrics by the Compensation Committee on or about March 1, 2027, subject to continued service to the Company through such date. On March 13, 2025, the Compensation Committee of the Board of Directors of the Company approved additional grants of PSUs under the Company's 2021 Equity Incentive Plan. Each grantee is eligible to vest in a number of PSUs ranging from 0% to 200% of the target number of PSUs granted, based on the aggregated achievement by the Company of certain performance metrics during the performance period beginning on January 1, 2027 and ending on December 31, 2027. The achievement of PSUs relative to the approved target is based on the following performance metrics and relative weighting: Revenue (50% weighting) and Adjusted EBITDA (50% weighting). 100% of the total number of earned PSUs will become vested upon certification of achievement of the performance metrics by the Compensation Committee on or about March 1, 2028, subject to continued service to the Company through such date. The following is a summary of PSU transactions for the year ended December 31, 2025:
| Performance-based restricted stock units |  | Weighted-Average Grant Date Fair Value
Unvested and outstanding as of December 31, 2022 | — |  |  | $ | — |
Granted | 7,233,205 |  | 5.74 |
Vested | — |  |  | — |
Cancelled/forfeited | — |  |  | — |
Unvested and outstanding as of December 31, 2023 | 7,233,205 |  | $ | 5.74 |
Granted | 1,160,000 |  | 5.00 |
Vested | — |  |  | — |
Cancelled/forfeited | (318,334) |  |  | 5.69 |
Unvested and outstanding as of December 31, 2024 | 8,074,871 |  |  | $ | 5.64 |
Granted | 795,786 |  | 15.48 |
Vested | (6,667,948) |  | 5.74 |
Cancelled/forfeited | (517,302) |  |  | 7.39 |
Unvested and outstanding as of December 31, 2025 | 1,685,407 |  | $ | 9.35 |
Kao Equity Award Subsequent to the balance sheet date, on February 24, 2026 (the “Grant Date”), the Board of Directors of the Company approved the grant of certain performance share units (“PSUs”) to John Kao, the Company’s Chief Executive Officer (the “PSU Award”), under the Company’s 2021 Equity Incentive Plan (the “Plan”). The PSU Award supplements the annual equity awards that Mr. Kao will continue to be eligible for in the future. In approving the award, the Board, with input from the Compensation Committee and its independent compensation consultant, considered the importance of retaining Mr. Kao, a recognized industry leader, while incentivizing long-term, sustained business performance and alignment with stockholder interests. The material terms of the PSU Award are described below. Capitalized terms that are not otherwise defined have the meanings set forth in the Plan. Except as set forth below, tranches of the PSU Award will be earned and vest only upon both (i) the achievement of pre-determined price per share goals (described below) over the period commencing on the Grant Date and ending on the fifth anniversary of the Grant Date (the “Measurement Period”); and (ii) Mr. Kao’s continued employment or service as the Company’s Chief Executive Officer through the third anniversary of the Grant Date, unless otherwise agreed to (the “Service Requirement”). The PSUs will become earned (“Earned PSUs”) in three tranches based on the achievement of the following volume-weighted average price per share goals during the Measurement Period (the “Stock Price Hurdles”):
| Price Per Share Goals | Number of Earned PSUs
First Stock Price Hurdle | $33.75 | 333,333
Second Stock Price Hurdle | $44.00 | 333,333
Third Stock Price Hurdle | $55.25 | 333,334
A Stock Price Hurdle is achieved if the volume-weighted average price per share over any 30-consecutive-trading-day period during the Measurement Period equals or exceeds the applicable price. Any tranche of PSUs that Mr. Kao has earned will become vested upon the later of (i) the date on which the applicable Stock Price Hurdle has been achieved or (ii) the date on which the Service Requirement has been met, subject to his continued service though such later date. Except as described below, PSUs for which the relevant Stock Price Hurdle has not been achieved by the end of the Measurement Period will be forfeited. Equity-Based Compensation Expense Total equity-based compensation expense was presented on the statement of operations as follows:
| Year Ended December 31,
| 2025 |  | 2024 |  | 2023
Selling, general and administrative expenses | $ | 55,948 |  |  | $ | 66,202 |  |  | $ | 59,294 |
Medical expenses | 6,134 |  |  | 4,930 |  |  | 7,541 |
Total equity-based compensation expense | $ | 62,082 |  |  | $ | 71,132 |  |  | $ | 66,835 |
As of December 31, 2025, there was $46,535 in unrecognized compensation expense related to all non-vested awards (Options, RSUs and PSUs) that will be recognized over the weighted-average period of 1.51 years. As of December 31, 2024 and December 31, 2023, there was $61,809 and $98,004, respectively, in unrecognized compensation expense related to all non-vested awards (Options, RSUs and PSUs) that will be recognized over the weighted-average period of 1.55 and 1.88 years, respectively.

X
- Definition The entire disclosure for share-based payment arrangement. + References Reference 1: http://www.xbrl.org/2003/role/disclosureRef -Topic 718 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 2 -Subparagraph (l) -Publisher FASB -URI https://asc.fasb.org/1943274/2147480429/718-10-50-2 Reference 2: http://www.xbrl.org/2003/role/disclosureRef -Topic 718 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 2 -Subparagraph (a) -Publisher FASB -URI https://asc.fasb.org/1943274/2147480429/718-10-50-2 Reference 3: http://www.xbrl.org/2003/role/disclosureRef -Topic 718 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 2 -Subparagraph (h)(2)(i) -Publisher FASB -URI https://asc.fasb.org/1943274/2147480429/718-10-50-2 Reference 4: http://www.xbrl.org/2003/role/exampleRef -Topic 718 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 2 -Subparagraph (a)(1) -Publisher FASB -URI https://asc.fasb.org/1943274/2147480429/718-10-50-2 Reference 5: http://www.xbrl.org/2003/role/disclosureRef -Topic 718 -Name Accounting Standards Codification -Publisher FASB -URI https://asc.fasb.org/718/tableOfContent Reference 6: http://www.xbrl.org/2003/role/disclosureRef -Topic 718 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 2 -Subparagraph (h)(2) -Publisher FASB -URI https://asc.fasb.org/1943274/2147480429/718-10-50-2 + Details
Name: | us-gaap_DisclosureOfCompensationRelatedCostsShareBasedPaymentsTextBlock
Namespace Prefix: | us-gaap_
Data Type: | dtr-types:textBlockItemType
Balance Type: | na
Period Type: | duration

X
- References No definition available. + Details
Name: | us-gaap_DisclosureOfCompensationRelatedCostsSharebasedPaymentsAbstract
Namespace Prefix: | us-gaap_
Data Type: | xbrli:stringItemType
Balance Type: | na
Period Type: | duration