Evolent Reports Inducement Award Under NYSE Listing Rule 303A.08

Rhea-AI Summary

Evolent (NYSE: EVH) announced that its Compensation Committee approved a one-time inducement restricted stock unit award of 587,500 shares to Mario Ramos, who became Evolent's Chief Financial Officer effective January 2, 2026. The award was granted under NYSE Listing Rule 303A.08 because Ramos was not a prior employee.

The grant has a grant-date value of $2,350,000 and vests over three years: 34% on the first anniversary, 33% on the second and 33% on the third, contingent on continued employment through each vesting date.

Positive

• One-time award aligns CFO incentives with shareholders via equity
• Vesting schedule (34%/33%/33%) supports multi-year retention

Negative

• Award covers 587,500 shares, creating potential share dilution

Key Figures

Inducement RSU shares 587,500 shares Time-based RSU award for new CFO Mario Ramos

Grant date value $2,350,000 Total value of CFO inducement RSU grant

Par value per share $0.01 Par value of Evolent Class A common stock underlying RSUs

Vesting schedule 34% / 33% / 33% Vests over first, second and third anniversaries of grant

Market Reality Check

$3.89 Last Close

Volume Volume 2,633,883 is below 20-day average 3,209,373 with relative volume at 0.82x. normal

Technical Shares trade below 200-day MA of 8.22 at a current price of 4.00, well off the 12.98 52-week high.

Peers on Argus

Peers show mixed, mostly modest moves (e.g., OMCL and HSTM at -0.94%, TDOC at +0.57%, SDGR at +0.62%), with no momentum-cluster or related headlines, pointing to this CFO inducement award as a company-specific event.

Historical Context

Date	Event	Sentiment	Move	Catalyst
Nov 06	Oncology partnership	Positive	-5.5%	New AON partnership to reduce cancer care costs and prior authorizations.
Nov 06	Q3 2025 earnings	Positive	-5.5%	Q3 results with 2025 guidance and new contracts plus CFO appointment.
Oct 09	Earnings preview	Neutral	+1.5%	Announcement of Q3 release date and investor conference participation.
Sep 23	Business divestiture	Positive	-2.3%	Sale of Evolent Care Partners for up to $113M and debt prepayment plans.
Aug 19	Convertible notes deal	Positive	-0.2%	Pricing of $145M 2031 converts to refinance notes and repurchase stock.

Pattern Detected

Recent history shows several strategic and financial updates followed by negative price reactions, suggesting a pattern of sell-offs on otherwise constructive news.

Recent Company History

Over the last six months, Evolent reported multiple strategic and capital actions, including a value-based primary care divestiture of up to $113 million, issuance of $145.0 million in 2031 convertible notes, and Q3 2025 revenue of $479.5 million. It also announced a major oncology partnership and detailed 2025 guidance alongside leadership changes, including appointing Mario Ramos as CFO effective early 2026. Despite generally constructive narratives, several of these updates coincided with single-day share price declines.

Market Pulse Summary

This announcement details a one-time equity Inducement Award of 587,500 RSUs, valued at $2,350,000, granted to the new CFO under NYSE Listing Rule 303A.08. The award vests 34%/33%/33% over three years, contingent on continued employment, aligning the executive with shareholders through long-term stock exposure. In context of recent leadership changes and prior guidance, investors may watch future filings and results to gauge how the new finance leadership influences strategy and performance.

Key Terms

restricted stock unit financial

"approved the grant of a one-time time-based restricted stock unit award covering"

A restricted stock unit is a promise from a company to give an employee shares of stock after certain conditions are met, like staying with the company for a set amount of time. It’s like earning a bonus that turns into company stock once you’ve proven your commitment, making it a way to motivate and reward employees.

inducement award financial

"par value $0.01 per share (the "Inducement Award"), to Mr. Mario Ramos"

An inducement award is a special cash or equity payment given to a new hire—often an executive or key employee—outside the company’s regular pay plans to persuade them to join. Think of it like a signing bonus that can align the new person’s goals with shareholders but also represents a cost and can reduce existing owners’ percentage of the company, so investors watch these awards for their impact on ownership and future performance.

class a common stock financial

"shares of Evolent Class A common stock, par value $0.01 per share"

Class A common stock is a category of a company’s shares that carries a specific set of ownership rights—most commonly defined voting power and claims on dividends—set out in the company’s charter. For investors it matters because the class determines how much influence you have over corporate decisions, the share’s likely dividend and trading behavior, and how it compares in value to other share classes, like choosing a particular seat with different privileges at the company’s decision-making table.

AI-generated analysis. Not financial advice.

WASHINGTON, Jan. 2, 2026 /PRNewswire/ -- Evolent Health, Inc. (NYSE: EVH) ("Evolent" or the "Company"), a company that specializes in better health outcomes for people with complex conditions through proven solutions that make health care simpler and more affordable, announced that the Compensation Committee of Evolent's Board of Directors approved the grant of a one-time time-based restricted stock unit award covering 587,500 shares of Evolent Class A common stock, par value $0.01 per share (the "Inducement Award"), to Mr. Mario Ramos ("Mr. Ramos"), Evolent's new Chief Financial Officer effective as of January 2, 2026. The Inducement Award was granted as an inducement material to Mr. Ramos entering into employment with Evolent, as Mr. Ramos was neither previously an employee of Evolent nor a former employee returning upon a bona fide period of non-employment, in accordance with New York Stock Exchange Listing Rule 303A.08.

The Inducement Award has a 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. 

About Evolent  
Evolent (NYSE: EVH) specializes in better health outcomes for people with complex conditions through proven solutions that make health care simpler and more affordable. Evolent serves a national base of leading payers and providers and is consistently recognized as a top place to work in health care nationally. Learn more about how Evolent is changing the way health care is delivered by visiting evolent.com.

Media inquiries 
Jamie Manfuso
media@evolent.com 

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SOURCE Evolent Health, Inc.

FAQ

What did Evolent (EVH) announce about its new CFO on January 2, 2026?

Evolent announced a one-time inducement RSU award of 587,500 shares to Mario Ramos, effective January 2, 2026.

How much is the inducement award to Evolent CFO Mario Ramos worth for EVH?

The Inducement Award has a grant-date value of $2,350,000.

What is the vesting schedule for the EVH inducement award to Mario Ramos?

The award vests 34% on year 1, 33% on year 2, and 33% on year 3, contingent on continued employment.

Why was the RSU granted under NYSE Listing Rule 303A.08 for EVH (NYSE: EVH)?

Because Mario Ramos was neither previously an employee nor returning after a bona fide non-employment period, the award was granted as an inducement under NYSE Rule 303A.08.

Will the Evolent CFO award affect outstanding shares for EVH shareholders?

The award covers 587,500 shares, which represents a potential source of dilution to existing shareholders if vested and issued.