EVH on NYSE

Evolent Health, Inc.

Evolent Health, Inc. is a market leader in connecting care for people.2 It is headquartered in Arlington, United States.2 Its shares trade on NYSE under the symbol EVH.2

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Last updated Oct 21, 2026.

Overview

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  • TickerEVH on NYSE2
  • IndustryServices-Management Services2
  • HeadquartersArlington, United States2
  • Incorporated inDE3
  • Business address1812 North Moore St, Suite 1705, Arlington, Va 222093
  • Filer categoryLarge accelerated filer3
  • Legal formCorporation2
  • LEI549300CZOCFHQ2BBTR112
  • StatusActive2
  • LEI statusLapsed (not renewed)2
  • Registered addressC/O CORPORATION SERVICE COMPANY, 19808 Wilmington, United States2
  • Registered withDivision of Corporations, Department of State, 56572532

Evolent is a market leader in connecting care for people with complex conditions like cancer, cardiovascular disease, and musculoskeletal diagnoses. We work on behalf of health plans and other risk-bearing entities and payers (our customers) to support physicians and other healthcare providers (our users) in providing high quality evidence-based care to their patients. We believe adherence to evidence-based clinical pathways supports better outcomes for patients, a better experience for physicians, and lower costs for the healthcare system overall.5 From its latest annual report

Financials

From the company’s reports to the SEC. Every number links to the filing it came from.

Key numbers, fiscal 2025

-21.9%Operating margin6
-28.5%Net margin6
-26.6%Revenue growth, 20256
-128.7%Return on equity6
2.34×Debt to equity6

What sells

Revenue by product, business segment and region, as the company reports it to the SEC.

Business segments

Evolent Health Services brought in 50% of the revenue Evolent Health, Inc. broke down this way in fiscal 2025.

  1. Evolent Health Services$1.9B650%down 27% from 2024
  2. Reportable$1.9B650%down 27% from 2024
Business segments by year
Business segments202320242025
Evolent Health Services$2.0B$2.6B$1.9B
Reportable$2.0B$2.6B$1.9B

Where the money goes

Where each dollar of revenue went, fiscal 2025

  • Cost of revenue79¢$1.5B
  • Selling, general and admin16¢$303.9M
  • Other costs5¢$95.9M
  • Income tax0¢$126.0K

Out of $1.9B in revenue.6 The company lost money this year.

Where each dollar of operating cash went, fiscal 2025

  • Share buybacks100¢$40.0M

Out of $38.8M of cash from operations. Spending exceeded cash from operations; the rest came from savings or borrowing.6

Financial statements

Revenue789106$1.9B in 2025+122% since 2019
0$1.0B$2.0B$3.0B2019: $846.4M$846.4M20192020: $924.6M$924.6M2020+9%2021: $908.0M$908.0M2021−2%2022: $1.4B$1.4B2022+49%2023: $2.0B$2.0B2023+45%2024: $2.6B$2.6B2024+30%2025: $1.9B$1.9B2025−27%
Operating income1189106-$410.1M in 2025+33% since 2019
-$600.0M-$400.0M-$200.0M0$200.0M2019: -$308.9M-$308.9M20192020: -$262.8M-$262.8M2020−15%2021: -$42.4M-$42.4M2021−84%2022: $3.6M$3.6M20222023: -$71.2M-$71.2M20232024: -$40.5M-$40.5M2024−43%2025: -$410.1M-$410.1M2025+913%
Net income789106-$534.5M in 2025+77% since 2019
-$600.0M-$400.0M-$200.0M02019: -$302.0M-$302.0M20192020: -$334.2M-$334.2M2020+11%2021: -$37.6M-$37.6M2021−89%2022: -$19.2M-$19.2M2022−49%2023: -$113.0M-$113.0M2023+490%2024: -$61.6M-$61.6M2024−45%2025: -$534.5M-$534.5M2025+767%

Every line of the income statement as filed: the last 3 fiscal years (annual) or 8 quarters (quarterly), latest first.6

Period ending2025-12-312024-12-312023-12-31
Revenue$1.9B$2.6B$2.0B
Cost of revenue$1.5B$2.2B$1.5B
Selling, general and administrative expenses$303.9M$263.1M$358.1M
Depreciation and amortization expenses$115.9M$118.4M$123.4M
Loss on lease termination$676.0K$18.9M$0
(Gain) loss on disposal of non-strategic assets-$14.9M$0$8.1M
Right-of-use asset impairment$0$2.6M$24.1M
Goodwill impairment$398.0M$0$0
Change in fair value of contingent consideration$6.5M$4.9M$18.0M
Operating expenses$2.3B$2.6B$2.0B
Operating loss-$410.1M-$40.5M-$71.2M
Interest income$4.2M$5.5M$5.3M
Interest expense-$57.5M-$24.7M-$54.2M
Gain (loss) from equity method investees$365.0K-$3.4M$1.3M
Loss on extinguishment/repayment of debt-$3.5M$0-$21.0M
Loss on option exercise-$52.5M$0$0
Extinguishment of Series A Preferred Stock and other refinancing fees-$15.0M$0$0
Change in tax receivables agreement liability-$804.0K-$173.0K-$62.0M
Other expense, net$249.0K$241.0K-$543.0K
Loss before income taxes-$534.6M-$63.0M-$202.4M
Benefit from income taxes-$126.0K-$1.4M-$89.4M
Income (loss) before preferred dividends and accretion of Series A Preferred Stock-$534.5M-$61.6M-$113.0M
Dividends and accretion of Series A Preferred Stock including excise tax-$44.9M-$31.8M-$29.2M
Net loss attributable to common shareholders of Evolent Health, Inc. - basic-$579.4M-$93.5M-$142.3M
Net loss attributable to common shareholders of Evolent Health, Inc. - diluted-$579.4M-$93.5M-$142.3M
Basic (in dollars per share)-$5.07-$0.81-$1.28
Diluted (in dollars per share)-$5.07-$0.81-$1.28
Basic (in shares)114.2M shares114.7M shares111.3M shares
Diluted (in shares)114.2M shares114.7M shares111.3M shares
Foreign currency translation adjustment-$871.0K-$496.0K-$79.0K
Total comprehensive loss attributable to common shareholders of Evolent Health, Inc.-$580.3M-$94.0M-$142.3M

Compare Evolent Health, Inc. with another company

Corporate structure

Evolent Health, Inc. sits at the top of its group. 6 entities, 3 countries on record. Switch between the flow chart and the network, and select any entity to see its details.

Major holders of Evolent Health, Inc.

  • Morgan Stanley Filed SCHEDULE 13G/A on Evolent Health, Inc., latest Sep 8, 2026 (3 filings since Aug 6, 2025)
  • BlackRock Portfolio Management LLC Filed SCHEDULE 13G on Evolent Health, Inc., latest Jul 17, 2026
  • VANGUARD GROUP INC Filed SCHEDULE 13G/A on Evolent Health, Inc., latest Mar 26, 2026 (5 filings since Feb 10, 2022)
  • EVENTIDE ASSET MANAGEMENT, LLC Filed SCHEDULE 13G/A on Evolent Health, Inc., latest Feb 13, 2026 (4 filings since May 14, 2025)
  • FMR LLC Filed SCHEDULE 13G/A on Evolent Health, Inc., latest Feb 5, 2026 (7 filings since Apr 10, 2023)
  • Adam Boehler Filed SCHEDULE 13G on Evolent Health, Inc., latest Nov 14, 2025
  • Durable Capital Partners LP Filed SCHEDULE 13G/A on Evolent Health, Inc., latest Nov 14, 2025 (2 filings since Jul 7, 2025)
  • Wellington Management Company Filed SCHEDULE 13G/A on Evolent Health, Inc., latest Jul 7, 2025 (4 filings since Feb 8, 2024)
  • CADIAN CAPITAL MANAGEMENT, LP Filed SCHEDULE 13G on Evolent Health, Inc., latest May 15, 2025
  • RA CAPITAL MANAGEMENT, L.P. Filed SCHEDULE 13G/A on Evolent Health, Inc., latest Feb 14, 2025 (2 filings since Jun 17, 2024)
  • JPMorgan Chase Filed SC 13G/A on Evolent Health, Inc., latest Apr 9, 2024 (4 filings since Jan 10, 2022)
  • BlackRock Filed SC 13G/A on Evolent Health, Inc., latest Jan 26, 2024 (3 filings since Feb 3, 2022)
  • Evolent Health, Inc. Arlington, Virginia, United States
    • EH Holding Company, Inc. Subsidiary · Delaware, United States
    • Evolent Health International Philippines, Inc. Subsidiary · Philippines
    • EVOLENT HEALTH INTERNATIONAL PRIVATE LIMITED Subsidiary · Pune, India
    • Evolent IPA of New York, Inc. Subsidiary · New York, United States
    • Evolent Specialty Services, Inc. Subsidiary · Delaware, United States

Built from parent and subsidiary links from GLEIF, the Global Legal Entity Identifier Foundation (CC0); subsidiaries listed in Exhibit 21 of annual reports filed with the SEC; major holders from Schedules 13D and 13G. Each entity in the chart links to its source.

What it owns

What Evolent Health, Inc. reports owning in its annual reports to the SEC: buildings, land and equipment, real estate and locations, investments, intangible assets and inventory, at the end of its latest fiscal year and a year before.

Property and equipment

ItemLatestA year beforeChange
Property and equipment, before depreciation$286.6M6 Dec 31, 2025$253.0M6 Dec 31, 2024+13.3%
Accumulated depreciation$205.8M6 Dec 31, 2025$179.9M6 Dec 31, 2024+14.4%
Property and equipment, net$80.8M6 Dec 31, 2025$73.2M6 Dec 31, 2024+10.4%
Operating-lease assets (leased space)$4.4M6 Dec 31, 2025$6.1M6 Dec 31, 2024−28.7%

Investments

ItemLatestA year beforeChange
Cash and cash equivalents$151.9M6 Dec 31, 2025$104.2M6 Dec 31, 2024+45.7%

Intangibles and goodwill

ItemLatestA year beforeChange
Goodwill$694.5M6 Dec 31, 2025$1.1B6 Dec 31, 2024−38.9%
Intangible assets, net (excluding goodwill)$584.9M6 Dec 31, 2025$680.2M6 Dec 31, 2024−14.0%
Finite-lived intangibles, gross$1.0B6 Dec 31, 2025$1.1B6 Dec 31, 2024−1.6%
Accumulated amortization$454.2M6 Dec 31, 2025$375.9M6 Dec 31, 2024+20.8%
Finite-lived intangibles, net$584.9M6 Dec 31, 2025$680.2M6 Dec 31, 2024−14.0%

Properties, in its own words

Our corporate headquarters and executive officers are located in Arlington, Virginia, where we occupy approximately 8,500 square feet of office space effective January 1, 2024 with a seven-year lease. We also lease offices throughout the United States, in Pune, India and Manila, Philippines. We lease all of our facilities and we do not own any real property. As provided in “Part II – Item 8. Financial Statements and Supplementary Data - Note 11” the total rental expense on operating leases, net of sublease income, was $4.4 million for the year ended December 31, 2025.

Item 2 of the 10-K filed Feb 25, 2026.5

Leadership

Who has led Evolent Health, Inc., and when. Pick a name to see everywhere that person has worked.

Board members and other officers (29)

Named in SEC Form D filings

People the company listed in its private-offering notices.

  • Executive OfficerDANIEL MCCARTHY named May 26, 202351
  • Executive OfficerJOHN JOHNSON named Oct 15, 2021 to May 26, 202351
  • Executive OfficerJONATHAN WEINBERG named Oct 15, 2021 to May 26, 202351
  • DirectorBRIDGET DUFFY named Oct 15, 2021 to May 26, 202351
  • DirectorFRANK WILLIAMS named Oct 15, 2021 to May 26, 202351

Subsidiaries and ownership

Subsidiaries (Exhibit 21)

  • EH Holding Company, Inc. Delaware4
  • Evolent Health International Philippines, Inc. Philippines4
  • Evolent Health International Private Ltd. India4
  • Evolent Health LLC Delaware4
  • Evolent IPA of New York, Inc. New York4
  • Evolent Specialty Services, Inc. Delaware4

The subsidiaries the company lists in Exhibit 21 of its annual report, as filed.

Timeline

  1. Aug 6, 20268-K Results of operations52
  2. Jun 4, 20268-K Shareholder vote53
  3. May 7, 20268-K Results of operations54
  4. Feb 24, 20268-K Results of operations55
  5. Dec 8, 20258-K Other events56
  6. Dec 2, 20258-K Executive or director change; Regulation FD disclosure57
  7. Nov 6, 20258-K Results of operations; Executive or director change58
  8. Sep 23, 20258-K Regulation FD disclosure; Other events59
  9. Aug 21, 20258-K Entered a material agreement; New debt or obligation; Unregistered sale of shares60
  10. Aug 19, 20258-K Other events61
  11. Aug 18, 20258-K Other events62
  12. Aug 7, 20258-K Results of operations63
  13. Mar 3, 2021New chief executive Seth Blackley becomes CEO15
  14. Feb 17, 2017New chief executive Steve Wigginton becomes CEO16
  15. Dec 12, 2014Founded Evolent Health, Inc. is founded2

Calendar

Coming up

  1. Nov 5, 2026 · Before the openReports results for the quarter ending Sep/2026 A year earlier it reported ($0.08) a share, on Nov 6, 2025.64

When it reported results

  1. Aug 6, 2026Reported quarterly or annual results52
  2. May 7, 2026Reported quarterly or annual results54
  3. Feb 24, 2026Reported quarterly or annual results55
  4. Nov 6, 2025Reported quarterly or annual results58
  5. Aug 7, 2025Reported quarterly or annual results63
  6. May 8, 2025Reported quarterly or annual results65
  7. Feb 20, 2025Reported quarterly or annual results66
  8. Nov 7, 2024Reported quarterly or annual results67

Upcoming dates from Nasdaq's calendar; past results from the company's 8-K filings (Item 2.02). The full markets calendar

Filings

361 filings to the SEC since October 2021: 5 annual reports, 15 quarterly reports, 68 major events, 170 insider forms, 47 large holders, 4 private raises, 52 other. The latest 20:

  1. Sep 8, 2026SCHEDULE 13G/A EDGAR
  2. Aug 28, 20264 EDGAR
  3. Aug 26, 2026144 EDGAR
  4. Aug 6, 202610-Q EDGAR
  5. Aug 6, 20268-K EDGAR
  6. Jul 17, 2026SCHEDULE 13G EDGAR
  7. Jul 6, 20264 EDGAR
  8. Jul 6, 20264 EDGAR
  9. Jul 6, 20264 EDGAR
  10. Jul 6, 20264 EDGAR
  11. Jun 10, 2026S-8 EDGAR
  12. Jun 8, 20264 EDGAR
  13. Jun 8, 20264 EDGAR
  14. Jun 8, 20264 EDGAR
  15. Jun 8, 20264 EDGAR
  16. Jun 8, 20264 EDGAR
  17. Jun 8, 20264 EDGAR
  18. Jun 8, 20264 EDGAR
  19. Jun 8, 20264 EDGAR
  20. Jun 8, 20264 EDGAR

The 361 filings since October 2021 can be filtered by form type and year here when JavaScript is on.

Every filing from the last five years, summarized. The full record is on SEC EDGAR.

Insider trades

57 open-market trades by officers, directors and large owners since October 2021: 11 buys and 46 sales. Grants, option exercises and gifts are left out.

DateWhoTradeSharesPriceValueFiling
Aug 26, 2026McCarthy Daniel JosephPRESIDENTSale65,892$5.00$329.5KForm 4
Nov 18, 2025Springstubb Brendan BDirectorBuy10,000$3.82$38.2KForm 4
Mar 7, 2025Jelinek Richard MDirectorBuy30,000$9.12$273.8KForm 4
Mar 7, 2025Springstubb Brendan BDirectorBuy15,000$9.27$139.1KForm 4
Mar 7, 2025KECK KIMDirectorBuy10,540$9.44$99.5KForm 4
Mar 6, 2025Holder DianeDirectorBuy2,735$9.33$25.5KForm 4
Mar 6, 2025McCarthy Daniel JosephPRESIDENTBuy11,040$9.01$99.5KForm 4
Mar 6, 2025GRUA PETER JDirectorBuy11,040$9.01$99.5KForm 4
Mar 6, 2025Blackley SethChief Executive OfficerBuy55,225$9.01$497.6KForm 4
Mar 6, 2025Glass Russell MonroeDirectorBuy5,400$9.27$50.1KForm 4
Mar 6, 2025Barbarosh Craig A.DirectorBuy2,000$8.81$17.6KForm 4
Mar 4, 2025Springstubb Brendan BDirectorBuy5,000$8.75$43.8KForm 4
Aug 23, 2024McCarthy Daniel JosephPRESIDENTSale10,469$32.38$339.0KForm 4
Aug 22, 2024McCarthy Daniel JosephPRESIDENTSale23,693$30.89$731.8KForm 4
Aug 22, 2024Weinberg JonathanGeneral CounselSale42,140$31.20$1.3MForm 4
Aug 22, 2024Blackley SethChief Executive OfficerSale187,904$30.00$5.6MForm 4
Aug 22, 2024Johnson John PaulChief Financial OfficerSale44,693$30.00$1.3MForm 4
Aug 22, 2024Rafferty Emily AnnChief Operating OfficerSale8,861$30.00$265.8KForm 4
Dec 5, 2023Blackley SethChief Executive OfficerSale141,000$26.54$3.7MForm 4
Nov 15, 2023McCarthy Daniel JosephPRESIDENTSale11,000$30.00$330.0KForm 4

All 57 trades can be filtered by person here when JavaScript is on.

From Forms 4 filed with the SEC.

Major holders

Investors who own more than 5% of the shares must tell the SEC: a 13D if they may seek to influence the company, a 13G if they hold passively.

Executive pay

What the company paid its top executives, from the summary compensation table in its proxy statement. Total pay includes salary, bonus, stock and option awards and other pay, as the company valued them.

YearExecutiveAgeSalaryTotal pay
2025Seth Blackley$867.1K$14.2M85
2025Daniel McCarthy$650.3K$9.6M85
2025John Johnson$541.9K$5.4M85
2025Jonathan Weinberg$460.4K$2.6M85
2025Emily Rafferty$454.3K$2.4M85
2024Chief Executive Officer$800.0K$11.1M85
2024President$591.7K$7.5M85
2024Former Chief Financial Officer;Chief Strategy Officer$500.0K$4.8M85
2024Former Chief Operating Officer;EVP, Customer Success$420.8K$2.0M85
2024General Counsel$425.0K$2.0M85
2023Chief Executive Officer$783.3K$8.9M85
2023President$535.0K$5.8M85
2023Former Chief Financial Officer;Chief Strategy Officer$493.3K$3.5M85
2023Former Chief Operating Officer;EVP, Customer Success$384.5K$2.3M85
2023General Counsel$425.0K$2.0M85

Funding

Where the company's money came from, by calendar year: private offerings filed with the SEC, federal grants, loans, contracts and other assistance from USAspending.gov, and PPP loans from the SBA. Each bar links to the records below.

Money received by year$168.7M 2021–2023
Money received by yearMoney received by year, 2021–2023: $168.7M in all. Private raises (Form D) $168.7M.$0$50M$100M$150M2021 · Private raises (Form D): $43.0M20212022 · Private raises (Form D): $125.0M20222023 · Private raises (Form D): $728.0K2023
Figures by year
YearPrivate raises (Form D)Total
2023$728.0K$728.0K
2022$125.0M$125.0M
2021$43.0M$43.0M

Private raises

Private offerings the company reported to the SEC on Form D. The amount is what the latest filing says was sold so far, charted in the year of the first sale. Covers filings since Oct 1, 2021.

  1. May 11, 2023Raised $727,985 in a private offering of equity51 Form D: 18 investors so far Form D
  2. Aug 1, 2022Raised $125 million in a private offering of equity86 Form D: $182 million offered in all Form D
  3. Nov 15, 2021Raised $450,000 in a private offering of equity87 Form D: 18 investors so far Form D
  4. Oct 1, 2021Raised $42.5 million in a private offering of equity88 Form D: $65 million offered in all Form D

Held by these funds

The largest holders among investment managers' 13F reports for the quarter ending Jun 30, 2026, the top 25 of 100. Change is in shares since the quarter before.

FundSharesValueShare of the fundChange
BlackRock, Inc.14,814,851$80.3M0.0%+3,925,979
Cadian Capital Management, LP10,814,473$58.6M4.4%No change
Morgan Stanley8,969,012$48.6M0.0%−112,067
UBS Group AG6,245,283$33.8M0.0%−1,905,078
Rubicon Founders LLC5,816,123$31.5M16.0%No change
Engaged Capital LLC5,563,912$30.2M9.3%No change
D. E. Shaw & Co., Inc.5,107,561$27.7M0.0%−326,471
Vanguard Capital Management LLC4,787,994$26.0M0.0%−79,409
Marshall Wace, Llp3,413,245$18.5M0.0%+2,628,233
Nuveen, LLC3,132,085$17.0M0.0%+2,866,943
Geode Capital Management, LLC2,904,912$15.7M0.0%+286,487
Rock Springs Capital Management LP2,500,000$13.6M0.7%−175,000
State Street Corp2,460,431$13.3M0.0%−185,967
Charles Schwab Investment Management Inc2,131,573$11.6M0.0%+182,127
Goldman Sachs Group Inc1,745,852$9.5M0.0%−490,754
Rock Point Advisors, LLC1,719,886$9.3M2.3%−66,795
Jacobs Levy Equity Management, Inc1,601,638$8.7M0.0%+991,536
Kennedy Capital Management LLC1,567,816$8.5M0.2%−29,799
Vanguard Portfolio Management LLC1,347,822$7.3M0.0%+416,944
Healthcare Of Ontario Pension Plan Trust Fund1,276,800$6.9M0.0%New
Two Sigma Investments, LP1,263,653$6.8M0.0%+392,160
Northern Trust Corp1,003,245$5.4M0.0%+86,108
Hudson Bay Capital Management LP913,109$4.9M0.0%−403,311
Bank Of America Corp /de/875,398$4.7M0.0%+594,544
Bnp Paribas Financial Markets860,358$4.7M0.0%−31,045

13F reports cover disclosed long positions in U.S. stocks only.

Members of Congress who traded it

1 trades disclosed by members of Congress. “Vs S&P since” is the stock’s change since the trade minus the S&P 500’s.

DateMemberTradeAmountVs S&P sinceFiling
May 11, 2020Greg Gianforte, HouseSale$50,001 - $100,000+198.7%Report

Members report amounts as ranges, not exact figures. Returns are price-only (no dividends).

SEC filer profile

How Evolent Health, Inc. is registered with the Securities and Exchange Commission, from its EDGAR record and the cover page of its latest annual report.

  • Name on EDGAREvolent Health, Inc.1
  • CIK0001628908
  • Employer ID (EIN)32-04549125
  • Filer statusLarge accelerated filer not an emerging growth company; not a smaller reporting company; not a shell company5
  • Incorporated inDelaware5
  • Fiscal year endsDecember 311
  • Industry code (SIC)8741 Services-Management Services1
  • SEC reviewing officeOffice of Trade & Services, Division of Corporation Finance1
  • Business address1812 North Moore St, Suite 1705, Arlington, VA 222091
  • Phone571-389-60001
  • Shares outstanding113,059,335 as of Aug 1, 202613
  • Public float$1.3B as of Jun 30, 20255
  • AuditorDeloitte & Touche LLP, McLean, VA PCAOB ID 34; it also attests to the company’s internal control over financial reporting5
  • On EDGAR sinceDec 24, 20141
  • Filings855 in all: 4 (373), 8-K (160), 3 (42), SC 13G/A (41), 10-Q (34), 144 (20), SC 13G (17), UPLOAD (15)1
    All 44 form types

    CORRESP (14), 424B7 (13), SCHEDULE 13G/A (13), DEFA14A (12), 10-K (11), DEF 14A (11), D (8), S-8 (7), SCHEDULE 13G (7), 8-K/A (6), SC 13D/A (6), ARS (4), 3/A (3), DRS/A (3), DRSLTR (3), FWP (3), S-1/A (3), S-3ASR (3), 144/A (2), 5 (2), EFFECT (2), PRE 14A (2), SC 13D (2), 10-K/A (1), 4/A (1), 424B1 (1), 424B2 (1), 424B3 (1), 424B5 (1), 8-A12B (1), CERTNYS (1), CT ORDER (1), DRS (1), S-1 (1), S-1MEF (1), S-3 (1)

  • Latest filingsAnnual report (10-K) Feb 25, 2026
    Quarterly report (10-Q) Aug 6, 2026
    Proxy statement (DEF 14A) Apr 24, 2026
    Latest 8-K (8-K) Aug 6, 2026

Securities registered for trading

ClassSymbolExchange
Class A Common Stock of Evolent Health, Inc., par value $0.01 per shareEVHNew York Stock Exchange

From the cover page of the 10-K filed Feb 25, 2026 (Section 12(b) of the Exchange Act).5

Risk factors and legal proceedings

The risks Evolent Health, Inc. names in Item 1A of its 10-K filed Feb 25, 2026: 57 risks under these headings, as written.5

  • Risks Relating to Our Business and Strategy
  • We derive a significant portion of our revenues from our largest partners. The loss, termination or renegotiation of our relationship or contract with a significant partner, or multiple partners in the aggregate, could negatively impact our results.
  • Our Performance Suite contracts involve risk sharing arrangements with partners, pursuant to which our revenues and profitability could be limited and negatively impacted.
  • Our revenues and the growth of our business rely, in part, on the growth and success of our partners and certain revenues from our engagements, which are difficult to predict and are subject to factors outside of our control, including governmental funding reductions and other policy changes.
  • Failure to accurately predict our exposure under performance-based contracts could result in a reduction in profitability for our Performance Suite.
  • Failure by our customers to provide us with accurate and timely information could impact our profitability.
  • We typically incur significant upfront costs in our partner relationships, and if we are unable to develop or grow these partner relationships over time, we are unlikely to recover these costs, and our operating results may suffer.
  • If we do not continue to attract new partners and successfully capture new opportunities with new or existing partners, we may not achieve our financial projections, and our results of operations would be harmed.
  • If we are unable to offer new and innovative products and services or our products and services fail to keep pace with advances in industry standards, technology and our partners’ needs, our partners may terminate or fail to renew their relationships with us and our revenue and results of operations may suffer.
  • If we are not able to maintain and enhance our reputation and brand recognition, our business and results of operations will be harmed.
  • If we lose key members of our management team or employees or are unable to attract and retain the employees we need, our compensation costs will increase and our business and operating results will be adversely affected.
  • We have made and entered into, and may in the future make and enter into, acquisitions, investments, alliances and joint ventures, which may be difficult to integrate, divert management resources, result in unanticipated costs or dilute our stockholders.
The other 46 risks
  • If we fail to effectively manage our growth and cost structure, our business and results of operations could be harmed.
  • Our offshore support and professional services may prove difficult to manage or may not allow us to realize our cost reduction goals.
  • Risks Relating to Our Industry and Market
  • The market for value-based health care in the United States is rapidly evolving. Our future financial performance will depend in part on growth in this market and on our ability to adapt to emerging demands of this market. It is difficult to predict with any precision the future growth rate and size of our target markets.
  • If the estimates and assumptions we use to determine the size of the target markets for our services are inaccurate, our future growth rate may be impacted and our business would be harmed.
  • Consolidation in the health care industry could have a material adverse effect on our business, financial condition and results of operations.
  • We face intense competition, which could limit our ability to maintain or expand market share within our industry, and if we do not maintain or expand our market share our business and operating results will be harmed.
  • Our offerings could be subject to audits by CMS and other governmental payers and whistleblower claims under the False Claims Act.
  • The health care regulatory and political framework is uncertain and evolving.
  • Risks Related to Data Protection Privacy, Cybersecurity, Intellectual Property and Technology
  • We are subject to data privacy and protection laws governing the collection, use, disclosure and security of health information, which may impose restrictions on the manner in which we access personal data and subject us to penalties if we are unable to fully comply with such laws.
  • Data loss or corruption due to failures or errors in our systems or service disruptions at our data centers may adversely affect our reputation and relationships with existing partners, which could have a negative impact on our business, financial condition and results of operations.
  • If we are unable to obtain, maintain and enforce intellectual property protection for our technology and products or if the scope of our intellectual property protection is not sufficiently broad, others may be able to develop and commercialize technology and products substantially similar to ours, and our ability to successfully commercialize our technology and products may be adversely affected.
  • If our trademarks and trade names are not adequately protected, we may not be able to build name recognition in our markets of interest and our business may be adversely affected.
  • Third parties may initiate legal proceedings alleging that we are infringing or otherwise violating their intellectual property rights, the outcome of which would be uncertain and could have a material adverse effect on our business, financial condition and results of operations.
  • If we are unable to protect the confidentiality of our trade secrets, know-how and other proprietary information, the value of our technology and products could be adversely affected.
  • We depend on certain technologies that are licensed to us. We do not control the intellectual property rights covering these technologies and any loss of our rights to these technologies or the rights licensed to us could prevent us from developing and/or commercializing our products.
  • We face risks associated with our use of artificial intelligence and machine learning models.
  • Our use of “open-source” software could adversely affect our ability to offer our services and subject us to possible litigation.
  • We rely on third-party vendors to host and maintain our technology platform.
  • Any restrictions on our use of, or ability to license, data, or our failure to license data and integrate third-party technologies, could have a material adverse effect on our business, financial condition and results of operations.
  • We rely on Internet infrastructure, bandwidth providers, data center providers, other third parties and our own systems for providing services to our partners and operating our business, and any failure or interruption in the services provided by these third parties or our own systems could expose us to litigation, negatively impact our relationships with partners, and adversely affect our brand and our business.
  • Risks Relating to Financial Matters
  • We have experienced net losses in the past and we may not achieve profitability in the future.
  • We have recorded a significant amount of goodwill, and we may never realize the full value of our intangible assets, causing us to record impairments that may negatively affect our results of operations.
  • Risks Relating to Our Former Up-C Structure
  • We are required to pay certain of our pre-IPO investors for certain tax benefits we may claim in the future, and these amounts are expected to be material.
  • We will not be reimbursed for any payments made under the TRA in the event that any tax benefits are disallowed.
  • We may not be able to realize all or a portion of the tax benefits that resulted from the exchanges of Class B common units for our Class A common stock or from the utilization of NOLs previously held by Evolent Health Holdings and an affiliate of TPG and from payments made under the TRA.
  • In certain cases, payments by us under the TRA may be accelerated or significantly exceed the tax benefits we realize in respect of the tax attributes subject to the TRA.
  • The agreements between us and certain of our pre-IPO investors were made in the context of an affiliated relationship and may contain different terms than comparable agreements with unaffiliated third parties.
  • Risks Relating to Indebtedness
  • We may need to obtain additional financing which may not be available or, if it is available, may result in a reduction in the ownership of our stockholders.
  • The conditional conversion feature of the 2029 Notes and 2031 Notes, if triggered, may adversely affect our financial condition and operating results.
  • We may not have the ability to raise the funds necessary to settle conversions of our notes in cash, to repurchase our notes for cash upon a fundamental change or to pay the redemption price for any notes we redeem, and our future debt may contain limitations on our ability to pay cash upon conversion or repurchase of the notes.
  • Changes in the accounting treatment for convertible debt securities that may be settled in cash, such as the 2029 Notes and the 2031 Notes, could have a material effect on our reported financial results.
  • We are exposed to interest rate risk under the Credit Agreements, which could cause the Company’s debt service obligations to increase significantly.
  • We have significant debt and other obligations, which could adversely affect our financial health and our ability to obtain financing in the future, and to react to changes in our business.
  • Servicing our debt requires a significant amount of cash, and we may not have sufficient cash flow from our business to service our debt and make necessary capital expenditures.
  • Restrictive covenants in our Credit Agreements may interfere with our ability to access our revolving credit facilities, or to obtain new financing or to engage in other business activities.
  • Risks Relating to Ownership of Our Class A Common Stock
  • We expect that our stock price will be volatile and may fluctuate or decline significantly.
  • The market price of our Class A common stock could decline due to the large number of shares of Class A common stock issuable upon conversion of our convertible notes, or by sales or issuances of substantial amounts of our Class A common stock.
  • Some provisions of Delaware law, our second amended and restated certificate of incorporation, as amended and our third amended and restated by-laws and certain of our contracts may deter third parties from acquiring us.
  • Our second amended and restated certificate of incorporation, as amended, designates courts in the State of Delaware as the sole and exclusive forum for certain types of actions and proceedings that may be initiated by our stockholders, which could limit our stockholders’ ability to obtain a favorable judicial forum for disputes with us or our directors, officers or employees.
  • We do not anticipate paying any cash dividends on our Class A common stock in the foreseeable future.
  • General Risk Factors
  • We are and may become subject to litigation, proceedings, government inquiries, reviews, audits or investigations which could have a material adverse effect on our business, financial condition and results of operations.
  • Public health emergencies or outbreaks of epidemics, pandemics, or contagious diseases have adversely affected, and could in the future, adversely affect our business and the business of our partners.
  • The costs of compliance with sustainability or other environmental, social responsibility or governance laws, regulations, or policies, including investor and client-driven policies and standards, could adversely affect our business.
  • Inflationary pressures, rising consumer costs and the current economic environment may have a negative effect on our margins, profitability and results of operations.
  • Our ability to utilize our net operating loss carry forwards and certain other tax attributes may be limited.

Legal proceedings

The discussion of legal proceedings included within “Part II – Item 8. Financial Statements - Note 10.”

The opening of Item 3, Legal Proceedings.5

Sources

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