03/04/2026 | Press release | Distributed by Public on 03/04/2026 15:09
Item 1.01 Entry into a Material Definitive Agreement.
On March 2, 2026, Alignment Healthcare, Inc. (the "Company") entered into an underwriting agreement (the "Underwriting Agreement") with J.P. Morgan Securities LLC (the "Underwriter") and the selling stockholder listed on Schedule II thereto (the "Selling Stockholder") with respect to an underwritten offering by the Selling Stockholder of 13,167,733 shares (the "Shares") of the Company's common stock, par value $0.001 per share (the "Common Stock"), held by such Selling Stockholder. The closing of the offering and delivery of the Shares took place on March 4, 2026. The Company will not receive any proceeds from the sale of the Shares in the offering.
The offering was made pursuant to an automatically effective Registration Statement on Form S-3ASR(File No. 333-293928)(the "Registration Statement") filed with the Securities and Exchange Commission (the "SEC") on March 2, 2026, including a related base prospectus. A prospectus supplement relating to the offering has been filed with the SEC.
The Underwriting Agreement contains customary representations, warranties, covenants and indemnification obligations of the Company, the Selling Stockholder and the Underwriter, including for liabilities under the Securities Act of 1933, as amended, and other obligations of the parties. The foregoing summary of the Underwriting Agreement is qualified in its entirety by reference to the Underwriting Agreement, a copy of which is attached hereto as Exhibit 1.1 and incorporated by reference herein and into the Registration Statement.
In addition, the legality opinion of Paul, Weiss, Rifkind, Wharton & Garrison LLP with respect to the Shares is attached hereto as Exhibit 5.1 and is incorporated by reference into the Registration Statement.