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

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

_________________________

FORM 8-K

_________________________

CURRENT REPORT

Pursuant to Section 13 ORor 15(d) of

The Securities Exchange Act of 1934

November ~~September 23~~6, 2025

Date of Report (Date of earliest event reported)

Evolent Health, Inc.

(Exact name of registrant as specified in its charter)

_________________________

Delaware

~~Delaware~~

001-37415

~~001-37415~~

32-0454912

~~32-0454912~~

(State or other jurisdiction of incorporation)

Commission File Number:

(I.R.S. EmployerIdentification No.)

(State or other jurisdiction ofincorporation or organization)

Commission File Number:

(I.R.S. EmployerIdentification No.)

1812 N. Moore Street

~~1812 N. Moore Street~~,

,Suite 1705

~~Suite 1705~~,

,Arlington

~~Arlington~~,

,Virginia

~~Virginia~~,

,22209

~~22209~~

(Address of principal executive offices)(zip code)

~~(Address of principal executive offices)(zip code)~~

(571) 389-6000

(Registrant’s telephone number, including area code)

Not Applicable

(Former name, ~~former~~or ~~address and~~ former ~~fiscal year~~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:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Class A Common Stock of Evolent Health, Inc., par value $0.01 per share	EVH	New York Stock Exchange

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 72.~~01 Regulation~~02. Results FDof ~~Disclosure~~Operations and Financial Condition

On ~~September 23~~November 6, 2025, Evolent Health, Inc. (the “"Company”") ~~reaffirmed~~issued ~~its~~a ~~guidance~~press ~~for~~release ~~Revenue~~announcing ~~and~~its ~~Adjusted~~financial ~~EBITDA~~results for the ~~three~~quarter ~~months~~ended ~~ending~~ September 30, 2025 ~~of between $460 and $480 million~~, ~~and~~a ~~$34~~copy ~~and $42 million, respectively. The Company also reaffirmed its guidance for Revenue and Adjusted EBITDA for the full year 2025~~ of ~~$1.85 and $1.88 billion and $140 and $165 million, respectively, excluding the impact of the divestiture of ECP Holding Company,~~ which is ~~anticipated~~furnished toherewith ~~be completed by the end of calendar year 2025 (~~as ~~described~~Exhibit ~~in Item 8~~99.~~01 below)~~1. ~~The Company will provide updated guidance following the close of the transaction.~~

The ~~Company~~information, ~~does~~including ~~not~~Exhibit ~~believe~~99.1 ithereto, ~~can~~furnished ~~meaningfully~~under ~~reconcile~~this ~~guidance~~Item ~~for non-GAAP Adjusted EBITDA to net income (loss) attributable to common shareholders of Evolent Health, Inc~~2.02 ~~because~~shall ~~the~~not ~~Company~~be ~~cannot~~deemed ~~provide~~“filed” ~~guidance~~ for ~~the~~purposes ~~more~~of ~~significant~~Section ~~reconciling~~18 ~~items between net income (loss) attributable to common shareholders~~ of ~~Evolent Health, Inc. and Adjusted EBITDA without unreasonable effort. This is due to~~ the ~~fact~~Securities ~~that~~Exchange ~~future~~Act ~~period non-GAAP guidance includes adjustments for items not indicative~~ of ~~our core operations~~1934, ~~and~~ as aamended ~~result~~(the ~~from~~“Exchange ~~changes~~Act”), toor ~~our~~otherwise ~~business~~subject ~~due~~the toCompany ~~transactions~~or ~~and~~any other ~~events.~~person ~~Such items may, from time~~ to time, include loss on repayment/extinguishment of debt; gain (loss) from equity method investees, loss on option exercise, change in fair value of contingent consideration, change in tax receivable agreement liability, ~~other~~under ~~income~~that ~~(expense)~~Section, ~~gain~~to ~~(loss)~~the onliabilities ~~disposal~~ of ~~non-strategic~~that ~~assets~~section, ~~right-of-use~~nor ~~asset~~shall ~~impairments,~~it ~~losses~~be ondeemed ~~lease~~incorporated ~~terminations,~~by ~~repositioning~~reference ~~costs,~~into ~~stock-based~~any ~~compensation~~filing ~~expense,~~made ~~severance costs, dividends and accretion on Series A Preferred Stock and transaction-related costs. Such adjustments may be affected~~ by ~~changes~~the inCompany ~~ongoing~~under ~~assumptions,~~the ~~judgements,~~Exchange asAct ~~well as nonrecurring, unusual~~ or ~~unanticipated charges, expenses or gains (losses) or other items that may not directly correlate to~~ the ~~underlying~~Securities ~~performance~~Act of ~~our~~1933, ~~business~~as ~~operations.~~amended, ~~The~~except ~~exact~~as ~~amount~~shall ofbe ~~these~~expressly ~~adjustments~~set isforth ~~not~~by ~~currently~~specific ~~determinable~~reference ~~but~~in ~~may~~such bea ~~significant~~filing.

InItem ~~addition,~~5.02. Departure onof ~~September~~Directors ~~23,~~or ~~2025,~~Certain ~~the~~Officers; ~~Company~~Election ~~issued~~of aDirectors; ~~press~~Appointment ~~release~~of ~~relating~~Certain toOfficers; ~~items~~Compensatory ~~contained~~Arrangements ~~in this Form 8-K. A copy~~ of ~~the~~Certain ~~press release is furnished as Exhibit 99~~Officers.~~1 hereto and is incorporated herein by reference.~~

~~None~~On ofNovember ~~the information furnished in Item 7.01 hereto shall be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934~~6, ~~as amended (the “Exchange Act”). Unless expressly set forth by specific reference in such filings~~2025, ~~none of~~ the ~~information~~Company ~~furnished~~announced ina ~~this~~restructuring ~~report shall be incorporated by reference in any filing under the Securities Act~~ of ~~1933,~~leadership asroles ~~amended (the “Securities Act”), whether made before or after the date hereof~~ and ~~regardless~~transitions of ~~any~~its ~~general~~leadership ~~incorporation language in such filings~~team.

~~Item~~Chief ~~8.01 Other~~Financial ~~Events~~Officer Transition

On ~~September~~November 236, 2025, ~~Evolent~~the ~~Health~~Board ~~LLC,~~of aDirectors ~~Delaware limited liability company~~ (~~“Evolent~~the ~~Health~~“Board”) ~~and wholly owned subsidiary~~ of the Company, ~~entered~~appointed ~~into~~Mario ~~a Stock Purchase Agreement (the “Purchase Agreement”) with Privia Management Company~~Ramos, ~~LLC~~54, aas ~~Delaware limited liability company (“Buyer”), pursuant to which Buyer will purchase all of~~ the ~~outstanding shares of capital stock of Evolent Care Partners Holding~~ Company,’s ~~Inc,~~Chief aFinancial ~~Delaware~~Officer ~~corporation and wholly owned subsidiary of Evolent Health~~ (~~“ECP~~principal ~~Holding~~financial ~~Company”~~officer), ~~and~~effective ~~indirectly~~January ~~acquire the wholly owned subsidiaries of ECP Holding Company~~1, ~~for~~2026 ~~a purchase price of $100 million, subject to customary closing purchase price adjustments, and a contingent payment of up to $13 million, subject to~~ (the ~~achievement~~“Effective ~~of certain metrics following the closing~~Date”).

~~The~~Mr. ~~consummation~~Ramos ofserved as the ~~transactions~~Chief ~~contemplated~~Financial byOfficer of WellBe Senior Medical from October 2024 through October 2025. From June 2022 through June 2024, Mr. Ramos served as the ~~Purchase~~Chief ~~Agreement~~Executive isOfficer ~~subject~~of toRWA ~~customary~~Wealth ~~closing~~Partners, ~~conditions~~from December 2021 through May 2022, ~~including~~Mr. ~~receipt~~Ramos served as the Chief Financial Officer of ~~required~~Evolv ~~state~~Technology ~~governmental~~Holdings, ~~approvals~~Inc. ~~The~~, ~~Company~~and ~~anticipates~~from April 2019 through November 2021, Mr. Ramos served as the ~~transactions~~Chief ~~contemplated~~Financial byOfficer and Chief Risk Officer of Edelman Financial Engines. From 2011 through 2019, he served as the ~~Purchase~~Chief ~~Agreement~~Financial ~~will~~Officer ~~close~~of inCVS Caremark and held other senior roles at CVS Health. Prior to joining CVS Health, Mr. Ramos held investment banking roles at a number of financial institutions. Mr. Ramos holds an MBA from the ~~fourth~~College ~~quarter~~of William and Mary and a B.A. in Economics from the University of ~~2025~~Richmond.

~~Forward~~In connection with Mr. Ramos’s appointment as Chief Financial Officer, the Compensation Committee of the Board set Mr. Ramos’s annual base salary at $550,000, with a variable, at risk maximum cash bonus opportunity of $625,000 under the Company’s anticipated 2026 Bonus Plan, based on performance goals, subject to the discretion of the Compensation Committee. Mr. Ramos will receive a sign-~~Looking~~on ~~Statements~~bonus of $100,000 on the Effective Date, subject to clawback if he resigns or his employment is terminated by the Company for cause within 24 months after the Effective Date. Mr. Ramos will also be eligible to participate in the Company’s 2026 long-term incentive program. Mr. Ramos will receive a special one-time restricted stock unit (“RSU”) grant with a target grant date value of $2,350,000, vesting 34% on the first anniversary of the grant date, 33% on the second anniversary of the grant date and 33% on the third anniversary of the grant date, contingent on his continued employment through the applicable vesting date. The RSU grant, which is the only equity grant being made to Mr. Ramos in connection with the commencement of his employment, is being made to offset compensation that was forfeited in connection with Mr. Ramos’s departure from his prior employer.

~~This~~On ~~Current~~the ~~Report~~Effective onDate, ~~Form~~Mr. ~~8-K~~Ramos ~~contains~~and ~~certain~~the ~~“forward-looking~~Company ~~statements”~~will ~~within~~enter ~~the~~into ~~meaning~~a ofseverance ~~the~~and ~~Private~~change ~~Securities~~in ~~Litigation~~control ~~Reform~~agreement ~~Act~~pursuant ofto ~~1995~~which ~~(“PSLRA”),~~Mr. ~~including,~~Ramos ~~but~~will ~~not~~be ~~limited~~eligible to, ~~statements~~receive ~~regarding~~certain payments and benefits in the event that he is terminated involuntarily by the Company’s ~~full~~without ~~year~~cause ~~and~~or ~~third~~resigns ~~quarter~~from ~~2025~~his ~~guidance~~employment with the Company for good reason, ~~consummation~~either ofprior ~~the~~to ~~transactions~~or ~~contemplated~~after bya change in control, on substantially similar terms as the Company’s agreement with its current Chief Financial Officer.

~~Purchase~~The ~~Agreement.~~agreement Awill ~~forward-looking~~provide ~~statement~~that isif aMr. ~~statement~~Ramos ~~that~~incurs ~~is not~~ a ~~historical~~non-CIC ~~fact~~qualifying ~~and~~termination, ~~without~~timely ~~limitation,~~executes ~~includes~~a ~~any~~release ~~statement~~of ~~that~~claims ~~may~~and ~~predict,~~complies ~~forecast,~~with ~~indicate~~applicable orrestrictive ~~imply future results~~covenants, ~~performance~~he orwill ~~achievements,~~be ~~and~~entitled ~~may~~to ~~contain~~receive ~~words~~the ~~like~~following: ~~“believe,”~~(i) ~~“anticipate,”~~for ~~“expect,”~~12 ~~“estimate,”~~months ~~“aim,”~~following ~~“predict,”~~termination ~~“potential,”~~(the “~~continue,”~~Non-CIC ~~“plan,”~~Severance ~~“project,~~Period” ~~“will~~),” ~~“should,”~~cash ~~“shall,”~~payments ~~“may,”~~equal ~~“might”~~to ~~and~~his ~~other~~base ~~words~~salary orpayable ~~phrases~~in ~~with~~ordinary ~~similar~~payroll ~~meaning~~installments; in(ii) ~~connection with~~ a ~~discussion~~lump ofsum ~~future~~cash ~~operating~~bonus orfor ~~financial~~the ~~performance.~~fiscal ~~The~~year ~~Company~~of ~~intends~~termination ~~such~~based ~~forward-looking~~on ~~statements~~(x) target toannual bebonus ~~covered~~in ~~under~~ the ~~safe~~case ~~harbor~~of ~~provisions~~a ~~for~~termination ~~forward-looking statements contained~~ in ~~Section 27A of~~ the ~~Securities~~first ~~Act~~six ~~and~~months ~~Section 21E~~ of the ~~Exchange~~fiscal ~~Act.~~year; Byor ~~their~~(y) ~~nature,~~actual ~~forward-looking~~performance ~~statements~~in ~~are~~the ~~subject~~case toof ~~numerous~~a ~~factors,~~termination ~~risks~~during ~~and~~the ~~uncertainties~~last ~~that~~six ~~could~~months ~~cause~~of ~~actual~~the ~~outcomes~~fiscal ~~and~~year, ~~results~~in toeach becase ~~materially~~pro-rated ~~different~~based ~~from~~on ~~those~~the ~~projected.~~portion ~~These~~of ~~risks~~the ~~and~~year ~~uncertainties~~elapsed ~~are~~prior ~~discussed~~to ~~under~~termination; ~~the~~(iii) ~~headings~~for ~~“Forward-Looking~~outstanding ~~Statements~~unvested time-~~Cautionary~~vesting ~~Language~~equity awards,” ~~and~~additional ~~“Risk~~service ~~Factors,”~~equal into the ~~Company’s~~applicable ~~Annual~~Non-CIC ~~Report~~Severance onPeriod ~~Form~~will ~~10-K~~be ~~for~~credited ~~the~~and ~~year~~for ~~ended~~outstanding ~~December~~performance-based ~~31,~~equity ~~2024~~awards, ~~which is on file with~~ the ~~U.S.~~vesting ~~Securities~~will ~~and~~be ~~Exchange~~determined ~~Commission~~at (the ~~“SEC”),~~end ~~and~~of in the ~~Company’s~~applicable ~~other~~performance ~~filings~~period ~~with~~based ~~the~~on ~~SEC,~~actual ~~including~~performance ~~its~~and ~~Quarterly Reports on Form 10~~pro-Qrated for ~~the~~his ~~periods~~period ~~ended~~of ~~March~~service ~~31,~~during ~~2025~~the ~~and~~performance ~~June 30~~period, ~~2025,~~including ~~filed with~~ the ~~SEC.~~Non-CIC ~~Readers~~Severance ~~are~~Period; ~~cautioned~~and ~~not~~(iv) toif ~~place~~he ~~undue~~elects ~~reliance~~COBRA oncoverage ~~these~~under ~~forward-looking~~a ~~statements,~~group ~~which~~health ~~speak~~plan ~~only as~~ of the ~~date~~Company, ~~the~~an ~~statements~~amount ~~were~~that, ~~made.~~after ~~Except~~applicable ~~for~~taxes, ~~any~~is ~~ongoing~~equal ~~obligation~~ to ~~disclose~~the ~~material~~portion ~~information~~of ~~as required by~~ the ~~United~~cost ~~States~~of ~~federal~~coverage ~~securities~~under ~~laws,~~ the ~~Company~~group ~~does~~health ~~not~~plan ~~have~~that ~~any~~is ~~intention~~subsidized orby ~~obligation~~the toCompany ~~publicly~~for ~~update~~active oremployees, ~~revise~~for ~~any~~the ~~forward~~applicable Non-~~looking~~CIC ~~statements,~~Severance ~~whether~~Period toor ~~reflect~~the ~~any~~period ~~future~~of ~~events~~COBRA orcoverage, ~~circumstances~~if ~~or otherwise~~shorter.

~~Item~~If ~~9.01 Financial~~he ~~Statements~~incurs a CIC Qualifying Termination, timely executes a release of claims and ~~Exhibits~~complies with applicable restrictive covenants, he will be entitled to receive the following: (i) a cash lump sum equal to his then annual base salary plus his target bonus for the fiscal year of termination multiplied by 1.5; (ii) a lump sum cash bonus for the fiscal year of termination based on (x) target annual bonus in the case of a termination in the first six months of the fiscal year; or (y) actual performance in the case of a termination during the last six months of the fiscal year, in either case pro-rated based on the portion of the year elapsed prior to termination; (iii) outstanding unvested time-vesting equity awards will automatically vest in full, and any outstanding unvested performance-based equity awards will be deemed to have vested at the greater of target and actual performance through to the date of termination; and (iv) if he elects COBRA coverage under a group health plan of the Company, an amount that, after applicable taxes, is equal to the portion of the cost of coverage that is subsidized by the Company for active employees, for 18 months, or for the period of COBRA coverage, if shorter.

There are no family relationships between Mr. Ramos and any other executive officers or directors of the Company. There is no arrangement or understanding between Mr. Ramos and any other persons pursuant to which he was selected to serve as the Chief Financial Officer of the Company. There are no transactions in which the Company is a participant and in which Mr. Ramos had or will have a direct or indirect material interest that is required to be disclosed under Item 404(da) ~~Exhibits~~of Regulation S-K.

Exhibit No.						Description
99.1						Press Release dated September 23, 2025.
104						The cover page from this Current Report on Form 8-K, formatted as Inline XBRL.

In connection with Mr. Ramos’ appointment, on January 1, 2026, the Board determined that John Johnson will transition from his current position of Chief Financial Officer, and appointed Mr. Johnson to the position of Chief Strategy Officer of the Company, as of the Effective Date.

Chief Operating Officer

On November 6, 2025, the Board of Directors (the “Board”) of the Company determined that Emily Rafferty, the Company’s current Chief Operating Officer, will transition to a newly established role of EVP, Customer Success.

On November 6, 2025, Katie DiPerna will take on the Chief Operations role for the Company’s non-clinical services, reporting to Evolent’s President Dan McCarthy.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.


Exhibit No.						Description
99.1						Press Release of Evolent Health, Inc. dated November 6, 2025.
104						The cover page from this Current Report on Form 8-K, formatted as Inline XBRL.

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 hereunto duly authorized.


EVOLENT HEALTH, INC.

By:			/s/ Jonathan D. Weinberg
Name:			Jonathan D. Weinberg
Title:			General Counsel and Secretary

Date: ~~September 23~~November 6, 2025

Filing Compare · Evolent Health, Inc.