Item 9B. Other Information
3K characters. Original on sec.gov · Markdown
Item 9B. Other Information
(a) On February 13, 2026, we entered into a master receivable purchase agreement (the February 2026 Receivable Purchase Agreement) with MUFG Bank, Ltd. (the purchaser). The February 2026 Receivable Purchase Agreement allows us to from time to time offer up to the full amount of our 2025 plan year stand-alone Part D risk-sharing programs receivable to the purchaser, which the purchaser may elect to purchase. The purchase price for each purchased receivable portion equals the net estimated invoice amount of such portion minus the discount, which is determined by reference to the Secured Overnight Financing Rate (SOFR) plus a spread. We will account for the transfer of all or any portion of this receivable as a sale of accounts receivable. The difference between the balance of the receivable (or portion thereof) sold and cash proceeds received will be recorded as a loss on sale of receivables and included in selling, general and administrative expenses in the Consolidated Statements of Operations. We will act as a servicer for the transferred receivable. As of the date of this report, no receivable (or any portions thereof) were transferred pursuant to the February 2026 Receivable Purchase Agreement.
The parties to the February 2026 Receivable Purchase Agreement have each made customary representations and warranties. We agreed to various covenants and agreements, including, among others, our agreement to perform in all material respects all terms, covenants and other provisions required to be performed by us thereunder and to service any receivable (or portion thereof) sold thereunder. The February 2026 Receivable Purchase Agreement contains specified repurchase obligations that would require us to repurchase the purchased receivable portions upon the purchaser's request if certain events occur in respect of the purchased receivable portions prior to the termination of the February 2026 Receivable Purchase Agreement.
The above description of the February 2026 Receivable Purchase Agreement does not purport to be complete and is subject to, and qualified in its entirety by, reference to the February 2026 Receivable Purchase Agreement and the related performance guaranty provided by us, copies of which are filed as Exhibits 2.1 and 2.2 to this Annual Report on Form 10-K and are incorporated herein by reference.
(b) During the three months ended December 31, 2025, no director or officer of the Company adopted or terminated a "Rule 10b5-1 trading arrangement" or "non-Rule 10b5-1 trading arrangement," as each term is defined in Item 408(a) of Regulation S-K.
Previous: Item 9A. Controls and Procedures · Next: Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections