Equity Incentive Plans

On November 15, 2023, the Company adopted the Employment Inducement Award Plan (the “Inducement Plan”), pursuant to which the Company may, from time to time, grant equity-based awards to new employees as a material inducement to their employment. Awards granted under the Inducement Plan may be in the form of non-qualified stock options, stock appreciation rights, restricted stock awards, restricted stock units, and other stock-based awards. A total of 500,000 shares of the Company’s common stock, par value $0.001 per share, have been reserved for issuance pursuant to awards granted under the Inducement Plan (subject to adjustment as provided in the Inducement Plan). As of December 31, 2025, there were approximately 0.3 million shares available for future grants in the Inducement Plan.

On February 28, 2024, the Board of the Company unanimously adopted the Astrana Health, Inc. 2024 Equity Incentive Plan (as amended and restated, the “2024 Plan”), which was then approved by our stockholders on June 12, 2024, at the 2024 Annual Meeting. The 2024 Plan replaced the 2015 Equity Incentive Plan as of the approval date, rendering the 2015 Plan effectively terminated. On March 26, 2025, the Board of the Company unanimously approved the amendment and restatement of the 2024 Plan, which was then approved by our stockholders on June 11, 2025 at the 2025 Annual Meeting. Under the 2024 Plan, the Company is authorized to issue up to 4,100,000 shares of its common stock, par value $0.001 per share. The 2024 Plan provides for awards, including incentive stock options, non-qualified options, restricted common stock, stock appreciation rights, and other stock-based awards. As of December 31, 2025, there were approximately 2.4 million shares available for future grants under the 2024 Plan.

The Company recognizes stock-based compensation expense associated with the issuance of restricted stock awards and units, stock options, and shares under the ESPP within cost of service and general and administrative expenses in the accompanying condensed consolidated statements of income.

During the year ended December 31, 2025, 2024, and 2023, the Company recognized $38.6 million, $34.5 million, and $22.0 million in stock-based compensation expense, respectively.

Unrecognized compensation expense related to total share-based payments outstanding as of December 31, 2025, was $44.1 million and is expected to be recognized over a weighted-average period of 1.3 years.

Options

During the years ended December 31, 2025, 2024, and 2023, 159,004, 108,425, and 140,000 options were exercised, respectively.

The exercise prices ranged from $17.78 to $18.20 per share for the exercises during the year ended December 31, 2025, and $15.35 to $18.65 per share for the exercises during the year ended December 31, 2024. The total intrinsic value of stock options exercised was $1.3 million, $3.0 million, and $3.5 million, during the years ended December 31, 2025, 2024, and 2023, respectively. The intrinsic value of stock options is defined as the difference between the Company’s stock price on the exercise date and the grant date exercise price.

During the years ended December 31, 2025, 2024 and 2023, no options were granted.

Restricted Stock Awards and Units

The Company grants restricted stock awards and units to officers and employees, which are earned based on service and/or performance conditions. The awards will vest over a period of one month to five years, in accordance with the terms of those plans. The grant date fair value of the restricted stock awards and units is the grant date’s closing market price of the Company’s common stock. During the year ended December 31, 2025, the Company granted 474,016 shares of restricted stock awards and units with performance-based conditions and 695,450 shares of restricted stock awards and units without performance-based conditions. During the year ended December 31, 2025, the weighted-average grant-date fair value of restricted stock awards and units, with and without performance-based conditions, was $27.78 and $29.52, respectively. Shares of restricted stock awards and units with performance-based conditions are recognized to the extent the performance conditions are probable of being achieved. The total fair value of restricted stock awards and units, as of their respective vesting dates during the years ended December 31, 2025, 2024, and 2023, was $23.2 million, $21.1 million, and $14.3 million, respectively.

Employee Stock Purchase Plan (“ESPP”)

The Company’s ESPP is a shareholder-approved plan that allows eligible employees to contribute a portion of their eligible earnings toward the semi-annual purchase of the Company’s common stock at a discounted price equal to 85% or 90% of the fair market values of the stock on the exercise date, subject to a maximum number of shares that can be purchased during any single offering period as well as an annual maximum dollar amount of shares during any single calendar year. A maximum of 5,000,000 shares were authorized for issuance at the time the ESPP was approved. During the years ended December 31, 2025 and 2024, 27,835 and 7,789 shares were issued under the ESPP, respectively.