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Item 9A. Controls and Procedures

2026-02-27 compared with 2025-02-27 · 79 added, 27 removed, 149 unchanged (42% of the section changed)

21 unchanged sentences

We have audited the internal control over financial reporting of Alignment Healthcare, Inc.

and subsidiaries (the “Company”) as of December 31, 2024, based on criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of

Sponsoring Organizations of the Treadway Commission (COSO).

and subsidiaries (the "Company") as of December 31, 2025, based on criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2025, based on criteria established in Internal Control — Integrated Framework (2013) issued by COSO.

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Definition and Limitations of Internal Control over Financial Reporting

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of the financial statements for external purposes in accordance with generally accepted accounting principles.

A company's internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.

A company's internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company;

(2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of the financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company;

(2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company;

and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company's assets that could have a material effect on the financial statements.

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Other Information.

Revolving Credit Facility

On February 26, 2026, (the “Effective Date”), the Company, Alignment Healthcare USA, LLC, an indirect wholly owned subsidiary of the Company (the “Borrower”) and certain other subsidiaries of the Company (together with the Company and the Borrower, the “Borrower Parties”) entered into a Credit Agreement with Citibank, N.A., as administrative agent, and the lenders party thereto (the “Credit Agreement”).

The Credit Agreement matures on February 26, 2029, and provides for a $200 million senior secured revolving credit facility (the “Credit Facility”), with sublimits of up to $20 million for the issuance of letters of credit and $5 million for swingline loans.

Subject to meeting certain customary conditions, the Borrower may increase the commitments under the Credit Facility or establish one or more new term loan facilities by up to an amount equal to the greater of $50 million or 100% of the Borrower Parties’ Consolidated EBITDA (as defined in the Credit Agreement) for the most recently completed four fiscal quarters of the Borrower Parties for which financial statements have been delivered.

Borrowings under the Credit Facility may be used for permitted acquisitions, working capital, the payment of fees, costs and expenses incurred in connection with the Credit Agreement and other general corporate purposes.

The Borrower did not borrow any amounts under the Credit Facility as of the Effective Date.

Loans under the Credit Facility will bear interest at a floating rate, which can be either, at the Borrower’s option, (a) Term SOFR (as defined in the Credit Agreement) plus an applicable margin that ranges from 2.00% to 2.50% per annum with respect to Term SOFR loans or (b) a Base Rate (as defined in the Credit Agreement) plus an applicable margin that ranges from 1.00% to 1.50% per annum with respect to Base Rate loans, based on the Borrower Parties’ consolidated senior secured leverage ratio, as calculated in accordance with the Credit Agreement.

The Borrower is also required to pay certain fees in connection with the Credit Agreement, including commitment fees on a quarterly basis in respect of the unutilized portion of the commitments under the Credit Agreement and certain fees to each of the lenders upon the effectiveness of the Credit Agreement.

The Borrower may voluntarily repay outstanding borrowings under the Credit Facility at any time, without premium or penalty.

The Credit Agreement includes financial covenants that require the Borrower Parties to maintain, as of the last day of each fiscal quarter (commencing with the fiscal quarter ending June 30, 2026), (i) a ratio of senior secured indebtedness that is not subordinated in right of payment to the obligations under the Credit Agreement to Consolidated EBITDA (as defined in the Credit Agreement) for the period of four consecutive fiscal quarters ended on such date, of not more than 2.50 to 1.00 and (ii) Consolidated EBITDA for the period of four

consecutive fiscal quarters ended on such date, of amounts specified in the Credit Agreement starting from $60 million as of June 30, 2026, increasing to $70 million as of June 30, 2027, and $80 million as of June 30, 2028 and each fiscal quarter thereafter.

The Borrower’s obligations under the Credit Agreement are guaranteed by the Company and certain subsidiaries of the Company and secured by substantially all of the assets of the Borrower, the Company and such subsidiaries of the Company, subject to customary exceptions.

None of the Company’s health plan subsidiaries or other regulated entities are guarantors under the Credit Agreement and the equity in such subsidiaries was not pledged.

The Credit Agreement contains customary representations and warranties, as well as affirmative and negative covenants.

Negative covenants include, among others, customary covenants that restrict the ability of the Company and its subsidiaries, without the approval of requisite lenders, to engage in certain fundamental transactions, incur debt and liens, enter into transactions with affiliates and make certain restricted payments and restricted investments, in each case, as set forth in the Credit Agreement and subject to certain thresholds and exceptions.

The Credit Agreement also contains other customary covenants and events of default for secured credit facilities of this type.

Upon an event of default that is not cured or waived within any applicable cure periods, in addition to other remedies that may be available to the lenders, the obligations under the Credit Agreement may be accelerated.

The foregoing does not constitute a complete summary of the terms of the Credit Agreement.

The description of the terms of the Credit Agreement is qualified in its entirety by reference to such agreement, attached hereto as Exhibit 10.21 and incorporated herein by reference.

Kao Equity Award

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”);

Kao’s continued employment or service as the Company’s Chief Executive Officer through the third anniversary of the Grant Date, unless otherwise agreed upon (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.

If, during the Measurement Period, Mr.

Kao’s employment is terminated by the Company other than for Cause or is terminated by Mr.

Kao for Good Reason (each a “Qualifying Termination”), or in the event of Mr.

Kao’s death or permanent disability during the Measurement Period, certain additional provisions shall apply as follows:

• Any tranche of PSUs for which the applicable Stock Price Hurdle has been achieved shall be deemed Earned PSUs (i.e., the Service Requirement shall be waived).

Kao’s employment has terminated due to his death or permanent disability and the First Stock Price Hurdle has previously been achieved, Mr.

Kao will receive additional Earned PSUs equal to the prorated level of achievement of the Second Stock Price Hurdle and/or Third Stock Price Hurdle, as applicable, calculated by straight-line interpolation between the highest previously achieved Stock Price Hurdle and the 30-day volume-weighted average stock price as of immediately prior to the date of death or permanent disability.

• In the event of a Qualifying Termination (but not upon death or permanent disability), the PSU Award shall remain outstanding for an applicable “tail period” during which Stock Price Hurdles may be achieved, as follows:

Kao terminates his employment for Good Reason, the tail period will run from the date of termination to the later of (i) the

expiration of the six-month period following termination or (ii) the first July 31 st that occurs following the termination;

and (b) if the Company terminates Mr.

Kao’s employment other than for Cause, the tail period will run from the date of termination to the second July 31 st that occurs following the termination;

provided, however, that the tail period may not run beyond the expiration of the Measurement Period.

Any unearned PSUs at the expiration of the tail period shall be forfeited.

If Change of Control occurs during the tail period, the treatment described below shall apply.

Except as set forth above, any Separation of Service, including in the event of any termination that is not a Qualifying Termination (such as termination for Cause), shall result in the forfeiture of any unearned PSUs.

In the event of the closing of a Change in Control prior to the end of the Measurement Period (including during any applicable tail period), the Service Requirement shall be waived (if then applicable) and the following terms will apply:

• If the First Stock Price Hurdle has not yet been achieved upon or in connection with the Change in Control, but the stock price at or implied by the Change in Control exceeds the Company’s closing stock price on Grant Date, then the tranche of PSUs associated with the First Stock Price Hurdle will vest.

The remaining tranches shall be forfeited.

• If the First Stock Price Hurdle and/or Second Stock Price Hurdle has been achieved upon or in connection with the Change in Control, then Mr.

Kao will receive additional Earned PSUs equal to the prorated level achievement of the next applicable Stock Price Hurdle, calculated by straight-line interpolation between the highest previously achieved Stock Price Hurdle and the stock price at or implied by the Change in Control.

Any remaining portion of the PSU Award will be forfeited.

• If all Stock Price Hurdles have been achieved upon or in connection with the Change in Control, the PSU Award will fully vest upon the closing date.

The following summary of the PSU Award is not a complete description of all of the terms and conditions of the PSUs, and is qualified in its entirety by reference to the full text of the grant agreement for the PSU Award, a copy of which is filed as Exhibit 10.18 and is incorporated by reference in this Annual Report on Form 10-K.

Rule 10b5-1 Plans

1 unchanged sentence

Name and Title Date of Adoption Date of Termination Duration of Trading Arrangement Number of Securities to be Sold (1)

Dawn Maroney , President

11/25/2024 N/A 4/14/2025 - 8/22/2025

Thomas Freeman , Chief Financial Officer (2)

11/25/2024 N/A 2/28/2025 - 11/28/2025

Thomas Freeman , Chief Financial Officer (2)

Chief Executive Officer (2)

11/21/2025 N/A 3/23/2026 - 8/21/2026

Christopher Joyce , Chief Legal & Administrative Officer

Andreas Wagner ,

Chief Human Resources Officer

11/21/2025 N/A 2/20/2026 - 11/20/2026

(1) Securities reported in this column include securities subject to limit orders and such orders may not fill if limit order conditions are not met.

The actual number of shares sold under the plan will depend on the vesting of certain performance-based equity awards and the

number of shares withheld or sold satisfy our income tax withholding obligations and may vary from the number provided herein.

The actual number of shares sold under the plan will depend on the vesting of certain performance-based equity awards and the number of shares withheld or sold satisfy our income tax withholding obligations and may vary from the number provided herein.

Number of performance share units included in plans assumes earned at target.

(2) Represents securities held by FCO Holdings LLC, a limited liability company owned by FCO Holdings Trust One, an irrevocable trust of which Mr.

Freeman is an indirect beneficiary.

(2) Represents securities held by JEK Trust, dated February 8, 2021, of which Mr.

Kao is the trustee.

Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.

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3.2 Certificate of Amendment to Amended and Restated Certificate of Incorporation dated June 11, 2024 (incorporated by reference to Exhibit 99.1 to the Company’s Form 8-K filed on June 13, 2024)

3.3 Amended and Restated Bylaws of Alignment Healthcare, In c.

3.3 Amended and Restated Bylaws of Alignment Healthcare, Inc.

(incorporated by reference to Exhibit 3.2 to the Company's Form 10-K filed on February 27, 2024).

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Bank Trust Company, National Association, as trustee, governing the 4.25% Convertible Senior Notes due 2029 (incorporated by reference to Exhibit 4.1 to the Company's Form 8-K filed on November 25, 2024).

10.1 Term Loan Agreement, dated as of September 2, 2022, by and among Alignment Healthcare, Inc., Alignment Healthcare USA, LLC, as borrower, certain other subsidiaries of the Company, the lenders from time to time party thereto and Oxford Finance LLC, as administrative agent and collateral agent (incorporated by reference to Exhibit 10.1 to the Company’s Form 10-Q filed on November 3, 2022) .

10.2 Security Agreement, dated as of September 2, 2022, by and among Alignment Healthcare USA, the other grantors from time to time party thereto and Oxford Finance LLC, as administrative agent and collateral agent (incorporated by reference to Exhibit 10.2 to the Company’s Form 10-Q filed on November 3, 2022).

10.3 Amendment No.

1 to Term Loan Agreement and Amendment No.

1 to Security Agreement dated January 30, 2023 (incorporated by reference to Exhibit 10.3 to the Company's Form 10-K filed on February 28, 2023).

10.1 Form of Director and Officer Indemnification Agreement (incorporated by reference to Exhibit 10.6 to the Company’s Form S-1 filed on March 23, 2021).

5 unchanged sentences

Amended & Restated Employment Agreement of Dawn Maroney dated March 26, 2021 (incorporated by reference to Exhibit 10.10 to the Company's Form 10-Q filed on May 17, 2021) .

Employment Agreement of J ames Head dated May 2, 2025 (incorporated by reference to Exhibit 10.1 to the Company's Form 10-Q filed on May 1 , 202 5 ) .

Amended & Restated Employment Agreement of Thomas Freeman dated March 26, 2021 (incorporated by reference to Exhibit 10.11 to the Company's Form 10-Q filed on May 17, 2021) .

10.10+ Employment Agreement of Joseph Konowiecki dated October 31, 2022 (incorporated by reference to Exhibit 10.3 to the Company’s Form 10-Q filed on November 3, 2022) .

10.11+ Amendment to Employment Agreement of Joseph Konowiecki dated December 27.

2023 (incorporated by reference to Exhibit 10.1 to the Company’s Form 8-K filed on December 29, 2023) .

10.12+ Employment Agreement of Hyon g (Ken) Kim, M.D.

A mendment to Amended & Restated Employment Agreement of Thomas Freeman dated May 2, 2025 (i ncorporated by reference to Exhibit 10.2 to the Company's Form 10-Q filed on May 1, 2025).

Employment Agreement of Hyong (Ken) Kim, M.D.

dated as of September 25, 2023 (incorporated by reference to Exhibit 10.1 to the Company’s Form 8-K filed on September 6, 2023) .

10.13+* Employment Agreement of Hakan Kardes dated as of April 11, 2021 .

Employment Agreement of Christopher Joyce dated as of August 1, 2023 .

Consulting Agreement by and between Alignment Healthcare USA, LLC and Jeffrey Margolis, dated as of August 13, 2024 (incorporated by reference to Exhibit 10.1 to the Company's Form 8-K filed on August 16, 2024).

5 unchanged sentences

Form of Performance Share Unit Award Agreement (incorporated by reference to Exhibit 10.1 to the Company’s Form 8-K filed on September 15, 2023).

Performance Share Unit Award Agreement dated as of February 24, 2026, by and between the Company and John Kao.

10.19 Form of CMS Agreement (incorporated by reference to Exhibit 10.14 to the Company’s Form S-1 filed on March 3, 2021).

1 unchanged sentence

and the other signatories party thereto (incorporated by reference to Exhibit 10.1 to the Company’s Form 10-Q filed on May 2, 2024).

10.21* Credit Agreement dated as of February 26, 2026, among Alignment Healthcare USA, LLC, as borrower, the Company, certain subsidiaries of the Company, Citibank, N.A., as administrative agent, and the other Lenders party thereto.

Alignment Healthcare, Inc.

31 unchanged sentences

February 27, 2026

/s/ Thomas Freeman Chief Financial Officer (Principal Financial Officer) February 27, 2025

Thomas Freeman

Head Chief Financial Officer (Principal Financial Officer) February 27, 2026

/s/ Joseph Konowiecki Chairman of the Board February 27, 2026

14 unchanged sentences

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures