alhc-20260424

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a)

of the Securities Exchange Act of 1934

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Alignment Healthcare, Inc.

(Name of registrant as specified in its charter)

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2026_AHC_Covers_Proxy Statement Front.jpg

April 24, 2026

Dear Fellow Stockholders:

On behalf of the Alignment Healthcare (“Alignment”) Board of Directors, we cordially invite you to attend our Annual Meeting of Stockholders on Thursday, June 4, 2026, at 9:00 a.m. PDT. The Annual Meeting will be held virtually via audio-only webcast at www.proxydocs.com/ALHC. You can listen to the meeting live, submit questions and vote online during the Annual Meeting.

As stewards of Alignment Healthcare, the Board of Directors and management remain firmly focused on building a company that delivers Medicare Advantage (MA) done right. This means lowering costs by delivering better care – not less care – particularly for members with complex and chronic needs. Alignment’s Care Anywhere clinical model, supported by its proprietary AVA® technology platform, provides real-time visibility into member health and enables earlier intervention, better coordination and reduced avoidable utilization. In executing upon this model at scale, we believe we will create durable, long-term value for stockholders.

2025 marked another strong step forward in our financial and operational performance.

We continued to take share in our markets and improve outcomes for our members while delivering positive operating cash flow. These results reflect the continued improvement of capabilities we have been building for years – care delivery, operational discipline and technology-enabled insight.

This progress was achieved in a dynamic MA environment marked by higher utilization, evolving risk adjustment standards and increased regulatory scrutiny, demonstrating the resilience of Alignment’s model amidst a year of significant disruption.

Performance in 2025 underscores the strength of our model and maturity of our financial profile:

•Adjusted EBITDA of $110 million, reflecting an adjusted EBITDA margin of 2.8%, with a net loss of $1.0 million (compared to a net loss of $128.1 million in 2024)

•Membership of 236,300 as of Dec. 31, 2025, representing 25% year-over-year growth

•Full-year revenue of $3.9 billion, up 46% year over year

•100% of members enrolled in plans rated 4 Stars or better under the Centers for Medicare & Medicaid Services 5-Star Quality Rating System for the second consecutive year

Looking ahead, we are focused on sustaining a culture of continuous improvement and making investments across people, processes and technology to ensure that we are scaling responsibly.

In early 2026, Alignment was named one of Fortune World’s Most Admired Companies™ for the first time, reflecting the company’s senior-first culture, clinical integrity and long-term view of value creation – qualities that have guided its growth since becoming a public company five years ago.

As we continue to execute upon our mission of changing health care, your investment continues to play an important role in supporting Alignment’s long-term vision. We remain focused on execution, disciplined growth and serving our members. We look forward to connecting with you at the Annual Meeting and to continuing to share updates on our progress throughout the year.

Sincerely,



John Kao	Joseph Konowiecki	Margaret McCarthy
Chief Executive Officer	Chairman of the Board	Lead Independent Director

From Fortune, ©2026 Fortune Media IP Limited. All rights reserved. Used under license. Fortune® is a registered trademark and Fortune World’s Most Admired Companies™ is a trademark of Fortune Media IP Limited and is used under license. Fortune and Fortune Media IP Limited are not affiliated with, and do not endorse the products or services of, Alignment Healthcare.

NOTICE OF 2026 ANNUAL MEETING OF STOCKHOLDERS


Meeting Details			Items of Business Matters to be voted on at the Annual Meeting are as follows: •Proposal 1: Election of three nominees identified in the accompanying proxy statement to serve as Class II directors to hold office until the 2029 Annual Meeting of Stockholders; •Proposal 2: Ratification of the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for the year ending December 31, 2026; and •Proposal 3: Approval, on a non-binding, advisory basis, of the compensation of our named executive officers (“Named Executive Officers” or “NEOs”).

Items of business may also include transacting such other business as may properly come before the 2026 Annual Meeting of Stockholders (the "Annual Meeting") or any adjournment of the meeting. The Proxy Statement accompanying this notice describes each of the items of business in more detail.

Access to the Meeting

The Annual Meeting will be held via live audio webcast available at www.proxydocs.com/ALHC. Please see the “Commonly Asked Questions and Answers About the Annual Meeting” section in the attached Proxy Statement for information on registration to attend the Annual Meeting. Stockholders will be able to participate, vote and submit questions from any location.

Record Date & List of Stockholders

Our Board has set the record date as of April 6, 2026 (the “Record Date”). Only stockholders that owned Alignment common stock at the close of business on that day are entitled to notice of and may vote at the Annual Meeting or any adjournment of the meeting. A list of Alignment’s stockholders of record will be available at our corporate headquarters and principal executive offices located at 1100 W. Town & Country Rd., Suite 1600, Orange, CA 92868 at least ten days prior to June 4, 2026.

How to Vote Your Shares


			By Internet Go to www.proxypush.com/ALHC and follow the instructions.						By Telephone Dial toll-free 866-314-3346 using any touch-tone telephone and follow the recorded instructions.
			By Mail Complete, sign, date and return your proxy card or voting instruction form in the envelope provided.						In Person (Virtual) Attend our virtual Annual Meeting and cast your vote using the webcast voting options.

Whether or not you expect to attend the Annual Meeting, please make sure you vote so that your shares will be represented at the meeting.

By Order of the Board of Directors

Christopher J. Joyce

Chief Legal & Administrative Officer

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON JUNE 4, 2026

This Notice of Annual Meeting, the Proxy Statement and our fiscal year 2025 Annual Report are available on the investor relations section of our website at https://ir.alignmenthealth.com/. Additionally, you may access our proxy materials at www.proxydocs.com/ALHC. We are taking advantage of U.S. Securities and Exchange Commission rules that allow us to furnish proxy materials to our stockholders on the Internet. These materials will be available on the Internet on or about April 24, 2026. We are sending a “Notice of Internet Availability of Proxy Materials" (“Notice of Availability”) to our stockholders of record instead of a paper proxy statement and annual report containing financial statements, unless paper copies have previously been requested. We believe that Internet delivery of our proxy materials allows us to provide our stockholders with the information they need, while lowering the costs of delivery and reducing the environmental impact of our Annual Meeting.

TABLE OF CONTENTS


PROXY SUMMARY			8
PROPOSAL 1 – ELECTION OF DIRECTORS			14
Continuing Directors			16
Nomination Criteria and Director Experience			19
CORPORATE GOVERNANCE			23
Board and Corporate Governance Highlights			23
Board Composition and Director Independence			24
Board Leadership Structure			24
The Board’s Role in Risk Oversight			25
Board Committees			27
Audit Committee			27
Compensation Committee			28
Nominating, Corporate Governance & Compliance Committee			29
Board Oversight of Corporate Responsibility and Sustainable Business Practices			30
Stockholder Engagement			34
Family Relationships			34
Compensation Committee Interlocks and Insider Participation			34
Code of Business Conduct and Ethics			34
Insider Trading Policy; Hedging and Other Transactions			35
Board Evaluation Practices			36
Board and Committee Meetings			37
Communications by Stockholders and Other Interested Parties with the Board			37
EXECUTIVE OFFICERS			38
COMPENSATION DISCUSSION AND ANALYSIS			41
Executive Summary			41
Compensation Best Practices & Policies			44
What Guides Our Program			45
Executive Compensation Decision-Making Process			47
2025 Executive Compensation Program in Detail			48
Other Compensation Matters			54
Compensation Committee Report			56
EXECUTIVE AND DIRECTOR COMPENSATION			57
Pay Versus Performance			70
CEO Pay Ratio			74
CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS			76
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT			78
PROPOSAL 2 – RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM			81
AUDIT COMMITTEE REPORT			83
PROPOSAL 3 – NON-BINDING ADVISORY VOTE ON EXECUTIVE COMPENSATION			84
COMMONLY ASKED QUESTIONS AND ANSWERS ABOUT THE ANNUAL MEETING			85
OTHER MATTERS			91
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS			91
WEBSITE REFERENCES			91
AVAILABILITY OF SEC FILINGS, CODE OF CONDUCT AND COMMITTEE CHARTERS			91


WHERE TO FIND ADDITIONAL INFORMATION			91
COST OF PROXY SOLICITATION			92
APPENDIX – NON-GAAP FINANCIAL MEASURES			93

PROXY SUMMARY

This summary highlights certain information contained elsewhere in our proxy statement. This summary does not contain all of the information that you should consider, and you should carefully read the entire proxy statement and our 2025 Annual Report to Stockholders before voting.

About Alignment Healthcare

We are a next generation, consumer-centric and clinically focused platform designed to improve the health care experience for seniors enrolled in Medicare who choose a private Medicare Advantage plan. Our goal is to provide seniors with easier access to care, better coordination among providers, fewer gaps in care and avoidable hospital visits, and support that meets them where they are—at home, online, or in their community. We deliver this experience through our wide variety of Medicare Advantage plans, which offer varied benefits tailored to the diverse needs, preferences, and lifestyles of seniors. We believe our plans are differentiated because of our unique ability to manage costs by delivering proactive care and managing chronic conditions through an integrated clinical and technology model. Our operations primarily consist of Medicare Advantage Plans in the states of California, North Carolina, Nevada, Arizona and Texas. Our ultimate goal is to bring this differentiated, advocacy-driven healthcare experience to millions of senior consumers in the United States and to become the most trusted senior healthcare brand in the country.

Our model is based on a flywheel concept, referred to as our “virtuous cycle,” which reflects our unique ability to manage health care expenditures while maintaining quality and member satisfaction.

Our ability to deliver lower health care costs while improving the consumer’s experience is a unique competitive advantage. From a clinical standpoint, we achieved an inpatient admissions per thousand rate in the low-140s for our at-risk members. These outcomes are achieved through our high-touch clinical model, which proactively manages chronic conditions and assists with post-discharge care navigation. This differentiation has led to our demonstrated ability to rapidly scale, as evidenced by the expansion of our model to 45 markets across five states covering approximately 275,300 health plan members as of January 1, 2026 and approximately 80% of gross sales sourced through plan switchers from a competing MA plan. We believe we have proven that our model is highly predictable and repeatable across different markets and will enable strong growth on a national level as we pursue our vision of becoming the most trusted senior health care brand in the country.

Our platform was developed to align with the six core principles that we believe will be required to successfully deliver health care in the 21st century and that we believe represent our key competitive strengths. Our platform enables us to:

•leverage data, technology and analytics to power all aspects of our model;

•engage consumers directly and develop products to meet their needs;

•proactively manage and coordinate care for our most vulnerable members;

•empower providers and employ flexible care delivery models;

•design and deploy innovative value-based payment models; and

•cultivate a culture of innovation.

Proxy Statement Voting Roadmap


Proposal	Voting Matter	Board Vote Recommendation	See Page

	Election of Directors	FOR EACH NOMINEE •All Class II nominees are highly experienced and have the qualifications and skills necessary to oversee the Company and advance its vision to become the most trusted senior health care brand in the country. •All Class II nominees are independent.	14

	Ratification of Independent Registered Public Accounting Firm	FOR •Deloitte continues to perform at a high level and remains independent and objective •Deloitte has deep institutional knowledge of our industry, operations, business, accounting policies and internal controls	81

	Non-Binding, Advisory Vote on Executive Compensation	FOR •NEO target compensation is set using peer market data, with actual payouts determined solely by performance outcomes across key membership and financial metrics •A substantial majority of NEO pay is delivered through performance-based incentives •Long-term pay-for-performance alignment is reinforced by PSUs with a performance period in the third year, directly tying executive rewards to long-term financial results and stockholder value creation	84

Our Director Nominees

You are being asked to vote on the election of the three Class II Directors listed below. For additional information about each nominee’s background and experience, please see “Proposal 1 – Election of Directors” beginning on page 14.

Name

Age

Director Since

Independent

Selected Skills & Qualifications

Committees

Jody Bilney

2022

Yes

•Executive Leadership

•Health Care Industry Experience

•Audit Committee Experience

•Direct Consumer Markets Experience

Audit

David Hodgson

2018

Yes

•Nominating / Governance Experience

•Health Care Industry Experience

•Capital Markets

Nominating, Corporate Governance and Compliance ("NCGCC") (Chair)

Jacqueline Kosecoff

2017

Yes

•Executive Leadership

•Health Care Industry Experience

•Compensation Committee Experience

•Direct Consumer Markets Experience

Compensation (Chair)

NCGCC

Stockholder Engagement Highlights

In 2025-26, we continued our robust stockholder engagement program. We proactively engage with stockholders and other stakeholders throughout the year to learn more about their perspectives on significant issues, including company performance and strategy, executive compensation and governance matters. We take feedback and insights from our engagement with stockholders and other stakeholders into consideration as we review and evolve our practices and disclosures, and share this feedback with our Board, as appropriate. For more information, see “Corporate Governance—Stockholder Engagement” on page 34.

Corporate Governance Highlights

We are committed to governance practices that promote the long-term interests of our stockholders, strengthen Board and management accountability and continue to build trust in our Company. The Board regularly reviews our governance profile to ensure that it reflects the evolving governance landscape applicable to our Company and appropriately supports and serves the best interests of the Company and our stockholders. For more information, see “Corporate Governance” beginning on page 23.


Board Structure & Composition
•7 of 9 Directors, and all Board Committee members, are independent •Board composed of a mix of long-tenured and new directors •Directors reflect a variety of experiences and skills that give the Board the collective capability necessary to oversee the Company’s activities	•Lead Independent Director empowered with agenda-setting authority and active involvement in oversight of Board functions, elected annually by the independent directors •Active and empowered committee chairs, all of whom are independent	•Annual assessment and determination of optimal Board leadership structure •Commitment to Board diversity of perspective, gender, and race or ethnicity •Directors attended about 96% of Board and Committee meetings combined in 2025


Good Governance Practices
•Ongoing Board assessment and refreshment led by the NCGCC •Annual Board and Committee self-assessments •Insider trading policy, including prohibitions on pledging and short-sales •Incentive-based compensation clawback policy	•Regular executive sessions of the independent directors at meetings of the Board, without management present •Officer and director stock ownership requirements •Code of Conduct overseen by Board	•Robust stockholder engagement program, with the participation of our Chairman, to share our perspectives and solicit feedback
Board Operations and Oversight
•Active board oversight of strategic planning •Robust oversight framework to assess and manage risks •Committee charters provide clear allocation of committee and full Board oversight roles •Regular talent and succession planning discussions	•Audit Committee oversight of financial risks, cybersecurity •NCGCC oversight of nominating process and criteria, legal and regulatory compliance •Compensation Committee oversight of compensation program, annual CEO evaluation	•Direct access by the Board to members of management, including Chief Compliance Officer •Regular briefings on corporate governance practices and emerging corporate governance issues •Monthly “teach-in” board sessions addressing key strategic areas

Executive Compensation Highlights

Our executive compensation philosophy is to directly align pay outcomes with Company performance, long-term stockholder value creation, and the attraction, retention and motivation of high-performing executives, while maintaining strong compensation governance and reinforcing our cultural values. The Compensation Committee reviews and approves the elements of our executive compensation program at least annually, with input from an independent compensation consultant and a focus on market competitiveness, pay-for-performance alignment and risk management. Our 2025 executive compensation program continued to reflect this philosophy by emphasizing at-risk, performance-based compensation tied to both annual and long-term financial and strategic objectives. A significant portion of total compensation is delivered through long-term equity incentives, aligning executives’ interests with those of our stockholders and promoting sustained value creation over time. Additional details regarding our executive compensation program are provided in the “Compensation Discussion and Analysis” section of this proxy statement beginning on page 41.

We believe the following practices and policies promote sound compensation governance and align the interests of our executives with those of our stockholders:


What We Do
	Emphasize variable pay over fixed pay, with a significant portion tied to pre-established performance goals focused on long-term value creation	Engage an independent compensation consultant to evaluate and advise the Compensation Committee on our executive compensation program design and pay decisions
	Cap maximum vesting or payout levels under our incentive compensation awards, which are aligned with competitive market practices	Annually review and approve peer group for comparative compensation analysis
	Conduct an annual advisory vote on the compensation of our NEOs	Maintain stock ownership guidelines for our executive officers and Board of Directors
	Maintain anti-hedging and anti-pledging policies	Conduct annual risk assessment of all compensation plans and programs
	Maintain a Clawback Policy applicable to cash incentive compensation and equity awards in the event of a financial restatement, consistent with SEC and Nasdaq requirements


What We Don't Do
	No guaranteed or uncapped incentive payouts in our annual bonus plan	No option or stock appreciation rights granted below fair market value
	No significant perquisites	No repricing or exchange of underwater options without stockholder approval
	No tax gross-ups, other than for certain relocation expenses	No dividend equivalents on unearned restricted stock units or performance share units

The following table illustrates the elements of pay we currently employ, the manner in which we position these elements relative to the market and the objectives achieved by each element:


Element	Primary Objective	Determination Factors
Base Salary	•Attract and retain high-performing and experienced individuals •Provide steady source of income so executives can focus on the needs of the business	•Value of role in competitive marketplace •Value of role to the Company •Skills, experience and performance of individual compared to the market as well as others in the Company
Annual Cash Incentives	•Motivate executives to achieve challenging short-term performance goals •Align with annual financial objectives	•Target awards based on competitive marketplace, level of position, skills and performance of executive •For 2025, the award to our CEO was based 100% on the achievement against certain corporate metrics: •Health Plan Membership •Adjusted Gross Profit •Adjusted EBITDA minus Capital Expenditures •For our other NEOs, 75% of actual awards was based on these corporate metrics, with 25% of actual awards based on achievement of individual and/or departmental goals •Awards are subject to a 25% holdback and a modifier (-25% to +35%) to the subsequent payout, if any, based on the Company’s CMS Star Ratings, with potential payouts ranging from 0% to 200% of target bonus
Long-Term Equity Incentives	•Align executives’ interests with those of our stockholders •Align with long-term business strategy •Retain executive talent through multi-year vesting schedules •Motivate sustainable performance that creates long-term value for stockholders •Foster our purpose and values to build teams that think and act like owners	•Awards based on competitive marketplace, current value of unvested equity holdings, level of position, skills and performance of the executive •For 2025, awards were issued 50% in the form of RSUs that vest over three years and 50% in the form of PSUs that have a three-year time-vesting period and are earned, if at all, based on achievement of the following metrics for the third year (i.e., fiscal year 2027): oRevenue o

SEC Form DEF 14A filed by Alignment Healthcare Inc.