UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Alignment Healthcare, Inc.

(Exact name of Registrant as Specified in Its Charter)

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Securities registered pursuant to Section 12(b) of the Act:

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On March 23, 2022, Alignment Healthcare, Inc. (the “Company”) and Rajesh Shrestha entered into a Separation Agreement (the “Agreement”), pursuant to which the Company and Mr. Shrestha mutually agreed to terminate his employment as President, New Markets and Chief Business Officer of the Company, effective as of April 1, 2022. The termination of Mr. Shrestha’s employment is not the result of any disagreement with the Company on any matter relating to the Company's operations, policies or practices.

Pursuant to the Agreement, in consideration of his grant of a general release of claims in favor of the Company and its affiliates, Mr. Shrestha shall be entitled to the following payments and benefits: (i) a severance amount equal to 12 months of Mr. Shrestha’s base salary, which amount will be paid by the acceleration of vesting of a number of outstanding restricted stock units based on the closing price of the Company’s common stock on the trading date immediately prior to the effective date of the Agreement (the "Accelerated RSUs"); (ii) payment of a bonus for the 2021 calendar year performance period in the amount of $504,846, which bonus amount will be payable in accordance with the Company’s annual incentive plan, with 80% of such bonus paid on the effective date of the Agreement and the remainder, which shall be subject to an adjustment based on certain corporate performance objectives, payable at the same time that other senior executives receive such remainder; and (iii) if Mr. Shrestha elects COBRA benefits, the Company will pay Mr. Shrestha’s share of the premium for such COBRA benefits for an 11-month period beginning May 1, 2022, unless Mr. Shrestha sooner becomes eligible to receive health benefits through new employment. Other than the Accelerated RSUs, all of the remaining unvested options and RSUs held by Mr. Shrestha are cancelled in their entirety as of the effective date of the Agreement without payment. Additionally, the Company agreed that Mr. Shrestha would not be required to repay any portion of the sign-on bonus or the relocation bonus paid to him pursuant to his amended and restated employment agreement dated March 26, 2021.

The foregoing description of the Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Agreement, which the Company expects to file as an exhibit to its Quarterly Report on Form 10-Q for the quarter ended March 31, 2022, the terms of which Agreement are incorporated herein by reference.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.