BHG on NYSE

Bright Health

Logo: https://cdn1.brighthealthplan.com/brighthealthgroup/logo-files/Horizontal-Stacked/Full-Color/BHG_C_RGB_Full-Color.svg, Non-free logo, via Wikipedia4

American health insurance company

Bright Health Group, Inc. is an American health insurance company based in Minneapolis, Minnesota.3 Its shares trade on NYSE under the symbol BHG.1 Wikipedia text CC BY-SA 4.0

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Last updated Oct 21, 2026.

Overview

2016Founded1

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  • TickerBHG on NYSE1
  • IndustryHospital & Medical Service Plans1
  • HeadquartersBloomington1
  • Websitebrighthealthcare.com
  • Incorporated inDE5
  • Business address9250 Nw 36Th Street, Suite 420, Doral, Fl 331785
  • Filer categoryNon-accelerated filer, Smaller reporting company5

Bright Health Group, Inc. is an American health insurance company based in Minneapolis, Minnesota.3

Financials

From the company’s reports to the SEC. Every number links to the filing it came from.

Key numbers, fiscal 2024

-11.5%Operating margin8
-14.4%Net margin8
-19.3%Revenue growth, 20248
-$125.5MFree cash flow8

Where the money goes

Where each dollar of revenue went, fiscal 2024

  • Other costs100¢$934.1M
  • Income tax0¢$2.6M

Out of $936.7M in revenue.8 The company lost money this year.

Financial statements

Revenue9108$936.7M in 2024
0$500.0M$1.0B$1.5B2019: $0$020192020: $18.5M$18.5M20202021: $42.5M$42.5M2021+129%2022: $48.0M$48.0M2022+13%2023: $1.2B$1.2B2023+2318%2024: $936.7M$936.7M2024−19%
Operating income910118-$107.4M in 2024−14% since 2019
-$600.0M-$400.0M-$200.0M02019: -$125.3M-$125.3M20192020: -$170.4M-$170.4M2020+36%2021: -$343.6M-$343.6M2021+102%2022: -$368.8M-$368.8M2022+7%2023: -$577.0M-$577.0M2023+56%2024: -$107.4M-$107.4M2024−81%
Net income910118-$134.7M in 2024+7% since 2019
-$1.5B-$1.0B-$500.0M02019: -$125.3M-$125.3M20192020: -$248.4M-$248.4M2020+98%2021: -$1.2B-$1.2B2021+377%2022: -$1.5B-$1.5B2022+23%2023: -$1.2B-$1.2B2023−21%2024: -$134.7M-$134.7M2024−88%
Fiscal year2018201920202021202220232024
Revenue$09$18.5M10$42.5M10$48.0M10$1.2B8$936.7M8
Selling, general and admin$180.5M9$225.1M10$527.5M10$632.0M10
Operating expenses$1.9B10$1.1B11$1.7B8$1.0B8
Operating income-$125.3M9-$170.4M10-$343.6M10-$368.8M11-$577.0M8-$107.4M8
Interest$09$010$7.2M10$12.8M11$38.2M11
Income before tax-$349.6M10-$381.6M11-$629.2M8-$99.5M8
Income tax$09-$9.2M10-$26.5M10$3.7M11-$1.4M8$2.6M8
Net income-$125.3M9-$248.4M10-$1.2B10-$1.5B11-$1.2B8-$134.7M8
Earnings per share-$0.939-$1.8210-$3.0210-$190.0411-$150.948-$22.658
Earnings per share (diluted)-$0.939-$1.8210-$3.0210-$190.0411-$150.948-$22.658
Shares (weighted, basic)392.2M shares107.9M shares118.0M shares88.2M shares8
Shares (weighted, diluted)392.2M shares107.9M shares118.0M shares88.2M shares8

Compare Bright Health with another company

Corporate structure

Bright Health sits at the top of its group. 64 entities, 1 country on record. Switch between the flow chart and the network, and select any entity to see its details.

Major holders of Bright Health

  • Bright Health Bloomington
    • Bright Health Company of Arizona Subsidiary · Arizona, United States
    • Bright Health Company of California, Inc. Subsidiary · California, United States
    • Bright Health Company of Georgia Subsidiary · Georgia, United States
    • Bright Health Company of North Carolina Subsidiary · North Carolina, United States
    • Bright Health Company of South Carolina, Inc. Subsidiary · South Carolina, United States
    • Bright Health Insurance Company Subsidiary · Colorado, United States
    • Bright Health Insurance Company of Florida Subsidiary · Florida, United States
    • Bright Health Insurance Company of Illinois Subsidiary · Illinois, United States
    • Bright Health Insurance Company of New York Subsidiary · New York, United States
    • Bright Health Insurance Company of Ohio, Inc. Subsidiary · Ohio, United States
    • Bright Health Insurance Company of Tennessee Subsidiary · Tennessee, United States
    • Bright Health Management, Inc. Subsidiary · Delaware, United States
    • Bright Health Services, Inc. Subsidiary · Delaware, United States
    • Bright HealthCare Insurance Company of Texas Subsidiary · Texas, United States
    • Centrum Health IP, LLC Subsidiary · Delaware, United States
    • Centrum Medical Center - Homestead, LLC Subsidiary · Florida, United States
    • Centrum Medical Center - Westchester, LLC Subsidiary · Florida, United States
    • Centrum Medical Center – Airport, LLC Subsidiary · Florida, United States
    • Centrum Medical Center – East Hialeah, LLC Subsidiary · Florida, United States
    • Centrum Medical Center – Little Havana 12 Ave, LLC Subsidiary · Florida, United States
    • Centrum Medical Center – Little Havana 27 Ave, LLC Subsidiary · Florida, United States
    • Centrum Medical Center – Miami Gardens, LLC Subsidiary · Florida, United States
    • Centrum Medical Center – South Dade, LLC Subsidiary · Florida, United States
    • Centrum Medical Center – West Hialeah, LLC Subsidiary · Florida, United States
    • Centrum Medical Centers of Coral Springs, LLC Subsidiary · Florida, United States
    • and 38 more

Built from subsidiaries listed in Exhibit 21 of annual reports filed with the SEC; major holders from Schedules 13D and 13G. Each entity in the chart links to its source.

What it owns

What Bright Health reports owning in its annual reports to the SEC: buildings, land and equipment, real estate and locations, investments, intangible assets and inventory, at the end of its latest fiscal year and a year before.

Property and equipment

ItemLatestA year beforeChange
Property and equipment, before depreciation$21.9M8 Dec 31, 2024$22.7M8 Dec 31, 2023−3.5%
Accumulated depreciation$10.7M8 Dec 31, 2024$8.2M8 Dec 31, 2023+30.2%
Property and equipment, net$11.2M8 Dec 31, 2024$14.5M8 Dec 31, 2023−22.5%
Operating-lease assets (leased space)$22.3M8 Dec 31, 2024$26.8M8 Dec 31, 2023−16.7%

Investments

ItemLatestA year beforeChange
Cash and cash equivalents$83.3M8 Dec 31, 2024$87.3M8 Dec 31, 2023−4.6%
Marketable securities, current$9.9M8 Dec 31, 2024$6.3M8 Dec 31, 2023+57.6%
Long-term investments$011 Dec 31, 2023$5.4M11 Dec 31, 2022−100.0%

Intangibles and goodwill

ItemLatestA year beforeChange
Goodwill$011 Dec 31, 2023$401.4M11 Dec 31, 2022−100.0%
Intangible assets, net (excluding goodwill)$71.1M8 Dec 31, 2024$93.2M8 Dec 31, 2023−23.8%
Finite-lived intangibles, gross$109.7M8 Dec 31, 2024$128.4M8 Dec 31, 2023−14.6%
Accumulated amortization$38.6M8 Dec 31, 2024$35.1M8 Dec 31, 2023+9.9%
Finite-lived intangibles, net$71.1M8 Dec 31, 2024$93.2M8 Dec 31, 2023−23.8%

Properties, in its own words

We have four corporate offices across the U.S., including our corporate headquarters in Doral, Florida and a key administrative office in Minnesota. We lease or sublease all of our corporate offices, which serve both our NeueCare and NeueSolutions segments. Additionally, we lease 66 properties in two states for our medical offices and clinics aligned to our NeueCare segment.

We believe that our facilities are adequate for our current operations, however we are continuously assessing the facilities necessary to support our ongoing business.

Item 2 of the 10-K filed Mar 21, 2025.14

The story

The company was founded by Bob Sheehy, the former CEO of UnitedHealth Group#UnitedHealthcare, with partners Kyle Rolfing, Tom Valdivia and seed investor Flare Capital Partners, upon raising $81.5 million in venture capital in 2016. The company said it would focus on "consumer-centric" technology, facilitating patient experiences through digital interfaces. Bright Health is based in Minneapolis. It first began offering plans in Colorado in a partnership with Centura Health after several large insurers announced they would be pulling out of the state.

In 2017, Bright Health acquired the marketing firm Spyder Trap, and its founder became Bright Health's Chief Technology Officer. In June 2017, the company raised an additional $160 million in Series B funding. In September 2017, Forbes included Bright Health on a list of 25 "next billion-dollar startups". The company aligned with Mercy Health, the largest hospital system in Ohio, in July 2018 and partnered with Mount Sinai in New York to offer Medicare Advantage plans the next month. Bright Health closed a $200 million Series C financing round in November 2018, bringing the total raised to more than $440 million. It next began offering plans in the State of Arizona, before setting plans to sell in Alabama in 2018, partnering with Arizona Care Network (an insurer owned by Dignity Health and Abrazo Community Health Network) in Phoenix and Brookwood Baptist Health in Birmingham.

In 2019, Bright Health joined America's Health Insurance Plans, a trade association for health insurance companies, and expanded into parts of New York, Ohio, and Tennessee. It also raised an additional $635 million for expansion, bringing the total amount of funding to more than $1 billion. G. Mike Mikan, who formerly held leadership roles at UnitedHealth Group and Best Buy, joined as vice chairman and president in September 2019. By December 2019, Bright Health was operating in 22 markets in 12 states.

In January 2020, Bright Health appointed former Target executive, Cathy Smith, to be the new CFO, replacing Don Powers. That same month, the company announced it would acquire Brand New Day Health Plan, increasing its reach in the Medicare Advantage market. The acquisition also enabled Bright Health to begin offering services in California. Bright Health became Minnesota's first "unicorn" when it reached a valuation of $1 billion. G. Mike Mikan became the company's CEO in April 2020.

In 2020, the company promoted former Periscope CEO, Liz Ross, to the post of new chief marketing officer. Bright Health raised $500 million in Series E funding in September 2020.

In early 2021, Bright Health announced record membership growth, providing coverage to more than 500,000 consumers. The company also announced another acquisition in California, Central Health Plan of California Inc., further growing the Medicare Advantage business.

In April 2022, Bright Health announced it would discontinue offering plans in six states for 2023: Illinois, New Mexico, Oklahoma, South Carolina, Utah and Virginia. These markets were expected to contribute less than 5% of the company's revenue for 2022. In October 2022, Bright Health announced that it would close plans in Alabama, Arizona, Colorado, Florida, Georgia, Nebraska, North Carolina, Texas and Tennessee. In 2023 Bright Health was fined $1,000,000 and had its license revoked by the State of Nebraska Department of Insurance. The department found that Bright Health violated state law on 21,591 occasions.

In 2023, Bright Health announced it would sell its Medicare Advantage operations, including Brand New Day and Central Health Plan in California, to Molina Healthcare.

From Wikipedia’s article on Bright Health, shared under CC BY-SA 4.0.6

Leadership

Who has led Bright Health, and when. Pick a name to see everywhere that person has worked.

Board members and other officers (25)

Products and brands

  • health insurance

Listed on Wikidata.1

Subsidiaries and ownership

Subsidiaries (Exhibit 21)

  • Bright Health Company of Arizona Arizona7
  • Bright Health Company of California, Inc. California7
  • Bright Health Company of Georgia Georgia7
  • Bright Health Company of North Carolina North Carolina7
  • Bright Health Company of South Carolina, Inc. South Carolina7
  • Bright Health Insurance Company Colorado7
  • Bright Health Insurance Company of Florida Florida7
  • Bright Health Insurance Company of Illinois Illinois7
  • Bright Health Insurance Company of New York New York7
  • Bright Health Insurance Company of Ohio, Inc. Ohio7
  • Bright Health Insurance Company of Tennessee Tennessee7
  • Bright Health Management, Inc. Delaware7
  • Bright Health Services, Inc. Delaware7
  • Bright HealthCare Insurance Company of Texas Texas7
  • Centrum Health IP, LLC Delaware7
  • Centrum Medical Center - Homestead, LLC Florida7
  • Centrum Medical Center - Westchester, LLC Florida7
  • Centrum Medical Center – Airport, LLC Florida7
  • Centrum Medical Center – East Hialeah, LLC Florida7
  • Centrum Medical Center – Little Havana 12 Ave, LLC Florida7
  • Centrum Medical Center – Little Havana 27 Ave, LLC Florida7
  • Centrum Medical Center – Miami Gardens, LLC Florida7
  • Centrum Medical Center – South Dade, LLC Florida7
  • Centrum Medical Center – West Hialeah, LLC Florida7
All 64 listed subsidiaries
  • Centrum Medical Centers of Coral Springs, LLC Florida7
  • Centrum Medical Centers of Davie, LLC Florida7
  • Centrum Medical Centers of Fort Lauderdale, LLC Florida7
  • Centrum Medical Centers of Hallandale, LLC Florida7
  • Centrum Medical Centers of Lighthouse Point, LLC Florida7
  • Centrum Medical Centers of Margate, LLC Florida7
  • Centrum Medical Centers of Miramar, LLC Florida7
  • Centrum Medical Centers of Sheridan, LLC Florida7
  • Centrum Medical Group, PLLC Texas7
  • Centrum Medical Holdings of Texas, LLC Delaware7
  • Centrum Medical Holdings, LLC Delaware7
  • Centrum Pharmacy, LLC Delaware7
  • Centrum Specialty Network, LLC Florida7
  • Med Care Centers, LLC Florida7
  • Med Care Express, LLC Florida7
  • Med Plan Clinic, LLC Florida7
  • Medcare Quality Medical Centers, LLC Florida7
  • Medical Practice Holding Company II, LLC Delaware7
  • Medical Practice Holding Company, LLC Delaware7
  • Medlife Wellness Centers, LLC Florida7
  • NeueHealth Accountable Care, LLC Delaware7
  • NeueHealth Advantage ACO, LLC Delaware7
  • NeueHealth Collaborative Care, LLC Delaware7
  • NeueHealth Community ACO, LLC Delaware7
  • NeueHealth LLC Delaware7
  • NeueHealth Networks of Texas, Inc. Texas7
  • NeueHealth Partner Services, LLC Delaware7
  • NeueHealth Partners Texas RBE, LLC Delaware7
  • NeueHealth Partners of California, LLC Delaware7
  • NeueHealth Partners of Central Florida, LLC Delaware7
  • NeueHealth Partners of Florida RBE, LLC Delaware7
  • NeueHealth Partners of Florida, LLC Florida7
  • NeueHealth Partners, LLC Delaware7
  • NeueHealth Premier ACO, LLC Delaware7
  • NeueHealth, Inc. Delaware7
  • Premier Medical Associates of Florida Healthcare, P.A. Delaware7
  • Premier Medical Associates of Florida, LLC Delaware7
  • Premier Specialty Care, LLC Delaware7
  • Quantum Inpatient Medical Services, LLC Delaware7
  • True Health New Mexico, Inc. New Mexico7

The subsidiaries the company lists in Exhibit 21 of its annual report, as filed.

Former names

  • Bright Health Group Inc.Mar 18, 2021 to Jan 24, 20245
  • Bright Health Inc.Apr 5, 2016 to Sep 24, 20205

Timeline

  1. Oct 2, 20258-K Entered a material agreement; Completed an acquisition or sale; New debt or obligation46
  2. Sep 23, 20258-K Other events47
  3. Aug 7, 20258-K Results of operations48
  4. May 30, 20258-K Shareholder vote49
  5. May 8, 20258-K Results of operations50
  6. May 8, 20258-K Shareholder vote51
  7. Mar 20, 20258-K Results of operations52
  8. Mar 19, 20258-K Entered a material agreement53
  9. Dec 23, 20248-K Entered a material agreement; Other events54
  10. Nov 7, 20248-K Results of operations55
  11. Oct 30, 20248-K Entered a material agreement; New debt or obligation; Regulation FD disclosure56
  12. Aug 7, 20248-K Results of operations57
  13. Jun 21, 2022New chief executive Michael A. Carson becomes CEO15
  14. Jun 24, 2021New chief executive Simeon Schindelman becomes CEO18
  15. Jun 24, 2021New chief executive Sanjeev K. Srivastava becomes CEO17
  16. Jun 24, 2021New chief executive George Lawrence Mikan Iii. becomes CEO16
  17. 2016Founded Founded1

Calendar

When it reported results

  1. Aug 7, 2025Reported quarterly or annual results48
  2. May 8, 2025Reported quarterly or annual results50
  3. Mar 20, 2025Reported quarterly or annual results52
  4. Nov 7, 2024Reported quarterly or annual results55
  5. Aug 7, 2024Reported quarterly or annual results57
  6. May 8, 2024Reported quarterly or annual results58
  7. Mar 6, 2024Reported quarterly or annual results59
  8. Nov 7, 2023Reported quarterly or annual results60

Upcoming dates from Nasdaq's calendar; past results from the company's 8-K filings (Item 2.02). The full markets calendar

Filings

391 filings to the SEC since October 2021: 4 annual reports, 12 quarterly reports, 60 major events, 276 insider forms, 14 large holders, 25 other. The latest 20:

  1. Oct 14, 20254 EDGAR
  2. Oct 14, 202515-12G EDGAR
  3. Oct 6, 20254 EDGAR
  4. Oct 6, 20254 EDGAR
  5. Oct 6, 20254 EDGAR
  6. Oct 6, 20254 EDGAR
  7. Oct 6, 20254 EDGAR
  8. Oct 6, 20254 EDGAR
  9. Oct 6, 20254 EDGAR
  10. Oct 6, 20254 EDGAR
  11. Oct 6, 20254 EDGAR
  12. Oct 6, 20254 EDGAR
  13. Oct 6, 20254 EDGAR
  14. Oct 6, 20254 EDGAR
  15. Oct 6, 20254 EDGAR
  16. Oct 6, 20254 EDGAR
  17. Oct 6, 20254 EDGAR
  18. Oct 6, 20254 EDGAR
  19. Oct 6, 20254 EDGAR
  20. Oct 6, 20254 EDGAR

The 391 filings since October 2021 can be filtered by form type and year here when JavaScript is on.

Every filing from the last five years, summarized. The full record is on SEC EDGAR.

Insider trades

109 open-market trades by officers, directors and large owners since October 2021: 7 buys and 102 sales. Grants, option exercises and gifts are left out.

DateWhoTradeSharesPriceValueFiling
Oct 2, 2025SANDELL SCOTT DDirectorSale4,195$6.75$28.3KForm 4
Oct 2, 2025Florence Anthony A. Jr.DirectorSale4,195$6.75$28.3KForm 4
Oct 2, 2025Walker Paul EdwardDirectorSale3,915$6.75$26.4KForm 4
Oct 2, 2025Chang CarmenDirectorSale3,915$6.75$26.4KForm 4
Oct 2, 2025Behbahani AliDirectorSale3,915$6.75$26.4KForm 4
Oct 2, 2025Yang RickDirectorSale3,635$6.75$24.5KForm 4
Oct 2, 2025Mathers Edward TDirectorSale3,635$6.75$24.5KForm 4
Oct 2, 2025BASKETT FORESTDirectorSale840$6.75$5.7KForm 4
Oct 2, 2025NEA Partners 18 VGE, L.P.DirectorSale3,355$6.75$22.6KForm 4
Oct 2, 2025NEA Partners 17, L.P.DirectorSale280$6.75$1.9KForm 4
Oct 2, 2025New Enterprise Associates 16, L.P.DirectorSale280$6.75$1.9KForm 4
Oct 2, 2025NEA 15 GP, LLCDirectorSale280$6.75$1.9KForm 4
Oct 2, 2025New Enterprise Associates 15, L.P.DirectorSale280$6.75$1.9KForm 4
May 12, 2025Scherman Jeffrey JChief Accounting OfficerSale112$6.76$757Form 4
May 12, 2025Matushak JayChief Financial OfficerSale472$6.76$3.2KForm 4
Mar 14, 2025Scherman Jeffrey JChief Accounting OfficerSale353$6.13$2.2KForm 4
Mar 14, 2025Craig Jeffery MichaelGC & Corporate SecretarySale899$6.13$5.5KForm 4
Mar 14, 2025Orozco TomasEVP, Consumer CareSale1,226$6.13$7.5KForm 4
Mar 14, 2025Matushak JayChief Financial OfficerSale1,542$6.13$9.5KForm 4
Mar 14, 2025Mikan George Lawrence IIICEO & PresidentSale12,440$6.13$76.3KForm 4

All 109 trades can be filtered by person here when JavaScript is on.

From Forms 4 filed with the SEC.

Major holders

Investors who own more than 5% of the shares must tell the SEC: a 13D if they may seek to influence the company, a 13G if they hold passively.

Executive pay

What the company paid its top executives, from the summary compensation table in its proxy statement. Total pay includes salary, bonus, stock and option awards and other pay, as the company valued them.

YearExecutiveAgeSalaryTotal pay
2024G. Mike MikanCEO54$1.3M$13.0M65
2024Tomas OrozcoEVP, Consumer Care$666.2K$6.6M65
2024Jay MatushakCFO$560.0K$3.2M65
2023G. Mike MikanCEO54$1.3M$9.9M65
2023Jay MatushakCFO$534.6K$1.8M65
2023Tomas OrozcoEVP, Consumer Care$663.1K$1.6M65

SEC filer profile

How Bright Health is registered with the Securities and Exchange Commission, from its EDGAR record and the cover page of its latest annual report.

  • Name on EDGARNeueHealth, Inc.2
  • CIK0001671284
  • Employer ID (EIN)47-499129614
  • Filer statusNon-accelerated filer not an emerging growth company; a smaller reporting company; not a shell company14
  • Incorporated inDelaware14
  • Fiscal year endsDecember 312
  • Industry code (SIC)6324 Hospital & Medical Service Plans2
  • SEC reviewing officeOffice of Finance, Division of Corporation Finance2
  • Business address9250 Nw 36Th Street, Suite 420, Doral, FL 331782
  • Phone612-238-13212
  • Shares outstanding9,024,240 as of Aug 1, 202513
  • Public float$22.0M as of Jun 30, 202414
  • AuditorDeloitte & Touche LLP, Minneapolis, Minnesota PCAOB ID 34; no auditor attestation of internal control over financial reporting14
  • On EDGAR sinceApr 5, 20162
  • Filings488 in all: 4 (291), 8-K (59), 3 (45), 10-Q (13), SC 13D/A (9), CORRESP (7), UPLOAD (6), 3/A (5)2
    All 36 form types

    8-K/A (5), 10-K (4), D (4), DEF 14A (4), SC 13E3/A (4), S-8 (3), S-8 POS (3), SCHEDULE 13D/A (3), PRER14A (2), S-1/A (2), SC 13D (2), 15-12G (1), 25-NSE (1), 424B4 (1), 8-A12B (1), CERT (1), DEFA14A (1), DEFM14A (1), DRS (1), DRS/A (1), DRSLTR (1), EFFECT (1), PRE 14A (1), PREM14A (1), S-1 (1), SC 13E3 (1), SC 13G (1), SC 13G/A (1)

  • Latest filingsAnnual report (10-K) Mar 21, 2025
    Quarterly report (10-Q) Aug 7, 2025
    Proxy statement (DEF 14A) Apr 30, 2025
    Latest 8-K (8-K) Oct 2, 2025

Securities registered for trading

ClassSymbolExchange
Common Stock, $0.0001 par valueNEUENew York Stock Exchange

From the cover page of the 10-K filed Mar 21, 2025 (Section 12(b) of the Exchange Act).14

Risk factors and legal proceedings

The risks Bright Health names in Item 1A of its 10-K filed Mar 21, 2025: 64 risks under these headings, as written.14

  • Risks Related to Our Business
  • Although we raised capital in 2024, based on our projected cash flows, we may require additional capital, which might not be available on acceptable terms, if at all. If capital is not available to us, our business and financial condition may be impaired, and we may not be able to continue as a going concern.
  • Management action plans in place may not fully alleviate doubt about our ability to continue as a going concern.
  • If our business model is not adopted or is slow to be adopted by the healthcare industry, our growth could be impacted, and our business and results of operations could be adversely affected.
  • We may not be able to contract with third-party payors and other partners on favorable terms, or at all, or to arrange for the provision of the quality care necessary to attract consumers.
  • Failure to appropriately set our rates or effectively manage our costs could negatively affect our profitability, results of operations and cash flows.
  • We have incurred net losses each year since our inception, and we may not be able to achieve or maintain profitability in the future.
  • Our limited operating history makes it difficult to evaluate our business and assess our future prospects.
  • We operate in competitive markets within a highly competitive industry.
  • The failure to enter into value-based care agreements with health plans or the renegotiation, non-renewal or termination of such agreements could materially negatively impact our business, results of operations, financial condition and cash flows.
  • If we fail to offer high-quality customer support in our business, our reputation and our ability to maintain or expand membership or attract care partners and third-party payors could suffer, which could adversely affect our results of operations.
  • Our consumers are concentrated in certain geographic areas and amongst certain populations, exposing us to unfavorable changes in local benefit costs, reimbursement rates, competition and economic conditions in those areas or affecting those populations.
The other 53 risks
  • We implemented a corporate restructuring in connection with our revised business model that could disrupt our business, may not result in anticipated savings, and could result in total costs and expenses that are greater than expected.
  • If we decide to enter new markets, they may not be as economical to serve as our existing markets.
  • If we grow rapidly, we may not be able to manage our growth effectively.
  • Any future epidemics, pandemics or disease outbreaks may adversely affect our business and results of operations.
  • Large-scale medical emergencies in one or more states in which we operate our business could significantly increase utilization rates, medical costs or risk overwhelming and disrupting our systems.
  • If we are not able to maintain required statutory capital levels, our balance sheet may be adversely affected.
  • If we fail to achieve robust brand recognition or are unable to maintain or enhance our reputation, our business, financial condition and results of operations may be adversely affected.
  • Medical liability claims made against us in the future could cause us to incur significant expenses and pay significant damages if not covered by insurance.
  • We rely on our talent, and the loss of any members of senior management or other key employees or an inability to hire, retain, motivate or develop other highly skilled employees could harm our business or impact our ability to grow effectively.
  • Global economic conditions and economic uncertainty or downturns, particularly as it impacts particular industries, could materially and adversely affect our business and operating results.
  • We compete for physicians and other healthcare personnel for our business, and shortages of qualified personnel or other factors could increase our labor costs and adversely affect our revenue, profitability and cash flows.
  • Our ACO REACH business presents unique risks.
  • Our executive officers, directors and holders of 5% or more of our common stock collectively beneficially own, on a fully diluted basis, approximately 59% of the outstanding shares of our common stock as of December 31, 2024, and have substantial control over us, which may limit your ability to influence the outcome of important transactions.
  • Risks Relating to the NEA Merger
  • The transaction is subject to the receipt of certain required clearances or approvals from governmental entities that could delay the completion of the NEA Merger.
  • Failure to complete the NEA Merger could negatively impact our stock price and our future business and financial results.
  • Legal proceedings in connection with the NEA Merger, the outcomes of which are uncertain, could delay or prevent the completion of the NEA Merger.
  • Risks Related to our Intellectual Property, Information Technology, and Data Privacy
  • Protecting our intellectual property rights may be expensive and demand management’s attention, and failure to protect or enforce our intellectual property rights could harm our business and results of operations.
  • In the future, we may be subject to claims that we violated intellectual property rights, which can be costly to defend and could require us to pay significant damages and limit our ability to operate.
  • We may not be able to maintain the accuracy, integrity or availability of our data.
  • Our enterprise resource planning system may prove ineffective.
  • The technology systems and platforms we utilize may not operate properly or as we expect them to operate.
  • Security incidents or breaches, loss of data and other disruptions to our or our third-party service providers’ systems, information technology infrastructure, and networks could compromise sensitive or legally protected information related to our business or consumers, disrupt our business operations, and expose us to liability, which could adversely affect our business and our reputation.
  • We rely on various third-party service providers to support the operation of our business. If these service providers fail to meet their contractual obligations to us or comply with applicable laws or regulations, or if we are unable to renew our contracts with them, our business may be adversely affected.
  • Risks Related to our Indebtedness
  • Our ability to incur a substantial level of indebtedness may reduce our financial flexibility, affect our ability to operate our business, and divert cash flow from operations for debt service.
  • Our current credit agreements contain, and any agreements governing future debt issuances may contain, restrictions on our ability to operate our business and to pursue our business strategies, and our failure to comply with, cure breaches of, or obtain waivers of covenants could result in an acceleration of the maturity date on our indebtedness.
  • Risks Related to Legal Proceedings and Governmental Regulations
  • Modifications or changes to the U.S. health insurance markets could adversely affect our business and operating results.
  • Any changes to the ACA and its regulations could materially and adversely affect our business, results of operations, and financial condition.
  • Our contracts with third-party Medicare Advantage plans and reimbursement from fee-for-service Medicare are subject to changes to the Medicare program.
  • If we fail to comply with certain healthcare laws, including fraud and abuse laws, we could face substantial penalties and our business, results of operations and financial condition could be adversely affected.
  • Our use and disclosure of PII and PHI is subject to federal and state privacy and security regulations, and our failure to comply with those regulations or to adequately secure the information we hold could result in significant liability or reputational harm and, in turn, a material adverse effect on our client base and revenue.
  • Our and our vendors’ use of artificial intelligence and machine learning in the products they provide to us present regulatory and legal challenges that could negatively affect our business and our reputation.
  • Laws regulating the corporate practice of medicine could restrict the manner in which we are permitted to conduct our business, and the failure to comply with such laws could subject us to penalties or require a restructuring of our business.
  • From time to time we are and may be subject to litigation, administrative proceedings or investigations, which could be costly to defend and could strain corporate resources or harm our business.
  • We are subject to a pending putative securities class action lawsuit.
  • We are subject to inspections, reviews, audits and investigations under federal and state government programs and contracts. The results of any such actions could adversely and negatively affect our business, including our results of operations, liquidity, financial condition and reputation.
  • Our employees, independent contractors, partners, suppliers and other third parties may engage in misconduct or other improper activities, including noncompliance with regulatory standards and requirements, which could expose us to liability and hurt our reputation.
  • Risks Related to our Financial Statements
  • We have previously identified material weaknesses in our internal controls over financial reporting and may identify additional material weaknesses in the future or otherwise fail to maintain an effective system of internal controls, which may result in material misstatements of our consolidated financial statements or cause us to fail to meet our periodic reporting obligations.
  • Accounting for health plan benefits is complicated and subject to foreseen and unforeseen risks.
  • Incurred But Not Reported Claims
  • Failure to comply with requirements to design, implement and maintain effective internal controls could adversely affect our stock price.
  • Our ability to use our NOLs to offset future taxable income may be subject to certain limitations.
  • Our balance sheet includes significant amounts of intangible assets. The impairment of a significant portion of these assets would negatively affect our results of operations.
  • Risks Related to Ownership of Our Common Stock
  • If we are not in compliance with the continued listing standards of the New York Stock Exchange (the “NYSE”), we may be subject to permanent delisting from the NYSE.
  • Our stock price has experienced significant volatility and may change significantly in the future, as a result investors may not be able to resell shares of our common stock at or above the price investors paid or at all, and investors could lose all or part of their investment as a result.
  • Our quarterly operating results fluctuate and may fall short of prior periods, our projections or the expectations of securities analysts or investors, which could materially adversely affect our stock price.
  • We currently do not intend to declare dividends on our common stock in the foreseeable future and, as a result, your returns on your investment may depend solely on the appreciation of our common stock.
  • If securities analysts do not publish research or reports about our business or if they downgrade our stock or our sector, our stock price and trading volume could decline.
  • Our management may use the proceeds of any financings in ways with which you may disagree or that may not be profitable.
  • Provisions in our organizational documents could delay or prevent a change of control.
  • Our amended and restated certificate of incorporation provides, subject to limited exceptions, that the Court of Chancery of the State of Delaware and, to the extent enforceable, the federal district courts of the United States of America will be the sole and exclusive forums for certain stockholder litigation matters, which could limit our stockholders’ ability to obtain a favorable judicial forum for disputes with us or our current and former directors, officers, employees or stockholders.
  • Risks Related to Investing in Our Common Stock
  • Issuance of shares of our common stock in connection with the conversion of our outstanding Preferred Stock, or the exercise of outstanding warrants, would cause substantial dilution, which could materially affect the trading price of
  • our common stock and earnings per share. Certain holders of our Preferred Stock and warrants own a significant percentage of our capital stock and may be able to influence certain corporate matters.
  • Our board of directors is authorized to issue and designate shares of our preferred stock in additional series without stockholder approval.
  • We incur increased costs as a result of operating as a publicly traded company, and our management is required to devote substantial time to new compliance initiatives.

Legal proceedings

The information required by this item is incorporated herein by reference to the information included under the caption “Legal Proceedings” in Note 13 of the Notes to Consolidated Financial Statements included in Part II, Item 8 – Financial Statements.

The opening of Item 3, Legal Proceedings.14

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