Robert Thomas Freeman - Mar 4, 2025 Form 4 Insider Report for Alignment Healthcare, Inc. (ALHC)

Signature
/s/ Christopher J. Joyce, as Attorney-in-Fact, for Robert Thomas Freeman
Stock symbol
ALHC
Transactions as of
Mar 4, 2025
Transactions value $
-$7,285,896
Form type
4
Date filed
3/6/2025, 07:28 PM
Previous filing
Nov 13, 2024
Next filing
Mar 13, 2025

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction ALHC Common Stock Award $0 +1.02M +117.91% $0.00 1.89M Mar 4, 2025 Direct F1
transaction ALHC Common Stock Sale -$3.9M -250K -13.26% $15.58 1.64M Mar 4, 2025 Direct F2, F3
transaction ALHC Common Stock Sale -$3.39M -218K -13.34% $15.53 1.42M Mar 6, 2025 Direct F4, F5
holding ALHC Common Stock 92.9K Mar 4, 2025 See Footnote F6
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Buy Plan / Sale Plan: These are also open market purchases/sales of shares, but in this case the transaction is part of a trading plan. Rule 10b5-1 allows insiders to setup a trading plan to buy/sell stocks over a certain period of time. Since the purchases/sales are predetermined, this protects the insiders from violating insider trading law.

Transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c).

Explanation of Responses:

Id Content
F1 Represents shares of common stock that were acquired upon the certification by the Compensation Committee of the Alignment Healthcare, Inc. Board of Directors of the achievement of the performance objectives under performance share units ("PSUs") granted on September 14, 2023. The PSUs were scheduled to vest only if and to the extent that certain performance objectives (health plan revenue growth percentage, at-risk returning member medical benefit ratio and adjusted EBITDA, less capital expenditures) met or exceeded specified targets. In the aggregate, the performance objectives were achieved above target. Fifty percent (50%) of the granted PSUs were fully vested on the reported date of acquisition and fifty percent (50%) will become vested on December 31, 2025, subject to the reporting person's continued service to the Company on such vesting date.
F2 Date of adoption of Rule 10b5-1 plan: 11/25/2024
F3 The reported price in column 4 is a weighted-average price. Shares were sold in multiple transactions at a per share price ranging from $15.06 to $15.86. The reporting person undertakes to provide to Alignment Healthcare, Inc., any security holder of Alignment Healthcare, Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each price within the range.
F4 Represents the number of shares required to be sold by the reporting person to cover tax withholding obligations in connection with the vesting of PSUs. This transaction does not represent a discretionary trade by the reporting person.
F5 The reported price in column 4 is a weighted-average price. Shares were sold in multiple transactions at a per share price ranging from $15.12 to $16.065. The reporting person undertakes to provide to Alignment Healthcare, Inc., any security holder of Alignment Healthcare, Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each price within the range.
F6 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.