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Mezzanine Deficit and Stockholders' Equity
 9 Months Ended
Sep. 30, 2025
Stockholders' Equity Note [Abstract]  
Mezzanine Deficit and Stockholders' Equity
9.
Mezzanine Deficit and Stockholders’ Equity

Mezzanine Deficit

APC

As the redemption feature of APC’s shares of common stock is not solely within the control of APC, the equity of APC, a consolidated affiliate of the Company, does not qualify as permanent equity and has been classified as non-controlling interests in mezzanine or temporary equity. APC’s shares were not redeemable, and it was not probable that the shares would become redeemable as of September 30, 2025 and December 31, 2024.

Stockholders’ Equity

As of September 30, 2025, 41,048 holdback shares have not been issued to certain former AHM shareholders who were AHM shareholders at the time of closing of the 2017 merger of Astrana with AHM, as they have yet to submit properly completed letters of transmittal to Astrana in order to receive their pro rata portion of Astrana common stock as contemplated under the 2017 merger agreement. Pending such receipt, such former AHM shareholders have the right to receive, without interest, their pro rata share of dividends or distributions with a record date after the effectiveness of the 2017 merger. The condensed consolidated financial statements have treated such shares of common stock as outstanding, given that the receipt of the letter of transmittal is considered perfunctory, and the Company is legally obligated to issue these shares in connection with the 2017 merger.

Treasury Stock

As of September 30, 2025 and December 31, 2024, APC owned 6,132,802 and 7,132,698 shares of Astrana’s common stock, respectively. While such shares of Astrana’s common stock are legally issued and outstanding, they are treated as treasury shares for accounting purposes and excluded from shares of common stock outstanding in the condensed consolidated financial statements. APC’s ownership in Astrana was 11.05% and 12.96% as of September 30, 2025 and December 31, 2024, respectively.

During the nine months ended September 30, 2025, the Company repurchased 300,000 shares of the Company’s common stock from APC, pursuant to a stock repurchase agreement dated January 17, 2025, for an aggregate purchase price of approximately $10.6 million. These shares were included in treasury stock before the repurchase. There was no similar type of repurchase during the nine months ended September 30, 2024.

As of September 30, 2025 and December 31, 2024, the Company had repurchased 3,804,365 and 3,471,151 shares, respectively, of its common stock. These are included as treasury stock.

As of September 30, 2025 and December 31, 2024, the total treasury stock, including the Company’s stock held by APC, was 9,937,167 and 10,603,849, respectively.

Dividends

During the nine months ended September 30, 2025, the APC board approved the distribution of 699,896 of Astrana shares owned by APC and a cash distribution of $5.4 million to its shareholders. These shares were owned by APC, a consolidated VIE of Astrana, and carved out from Astrana’s economic interest and performance metrics. They are for the sole benefit of APC and its common shareholders and do not affect net income attributable to Astrana. During the nine months ended September 30, 2024, no dividends were declared to the APC shareholders.