Evolent Health Inc SEC Filings

Evolent Health, Inc. reported an initial insider ownership filing for one of its directors. The filing states that as of the event date of December 2, 2025, the reporting person, serving in the role of director, does not beneficially own any shares of Evolent Health common stock or other non-derivative securities. The filing also shows no derivative securities, such as options or warrants, reported as beneficially owned. The document is signed by an attorney-in-fact under a power of attorney dated December 4, 2025, indicating the director’s ownership status is formally recorded as zero at this time.

Evolent Health, Inc. reported that its wholly owned subsidiary, Evolent Health LLC, has completed the transactions under a previously announced Stock Purchase Agreement with Privia Management Company, LLC. The agreement was originally dated September 23, 2025, and the deal was consummated on December 5, 2025. This filing simply confirms the closing of that stock purchase arrangement, indicating that the parties have carried out the terms that were agreed earlier in the year.

Evolent Health, Inc. announced that board member Cheryl Scott retired effective December 1, 2025. In connection with her retirement, the board accelerated the vesting of 21,979 restricted stock units that were previously scheduled to vest around the 2026 annual shareholder meeting.

The board appointed Jill Smith, 67, as a new independent director with a term running until the Company’s 2026 annual meeting. She brings more than 25 years of leadership experience, including chief executive roles at several technology and services companies and multiple public-company directorships.

Evolent also reaffirmed its fourth quarter 2025 outlook, guiding to revenue of approximately $462.0 million to $472.0 million and Adjusted EBITDA of about $30.0 million to $40.0 million, consistent with guidance previously issued in a November 6, 2025 press release.

Evolent Health, Inc. (EVH) reported an insider stock purchase by a director. On 11/18/2025, the director bought 10,000 shares of Class A common stock in an open-market transaction coded "P" at a price of $3.8199 per share. Following this trade, the director beneficially owns 58,821 shares, which include restricted stock units granted under prior awards. The filing is made by a single reporting person in the capacity of director and notes the potential use of a Rule 10b5-1 trading plan checkbox, although no selection detail is provided in this excerpt.

Rubicon Fund II LP and affiliates filed a Schedule 13G on Evolent Health (EVH), reporting beneficial ownership of 5,816,123 shares of Class A Common Stock, or 5.21%, as of November 13, 2025. The holdings are reported through an investment in Puma Growth Holdings, LLC.

The filing lists shared voting and dispositive power over 5,816,123 shares and no sole power. The percentage is based on 111,600,856 shares outstanding as of October 31, 2025, as disclosed by the company. Reporting persons include Rubicon Fund II LP, Rubicon Fund II PF LP, Rubicon Founders OP GP II LP, Rubicon Founders OP GP 2, LLC, Rubicon Founders LLC, and Adam Boehler. Within the group, Rubicon Fund II LP reports 5,032,468.70 shares and Rubicon Fund II PF LP reports 783,654.30 shares.

Evolent Health (EVH): Schedule 13G/A update

Durable Capital Partners LP filed Amendment No. 1 to its Schedule 13G reporting beneficial ownership of 0 shares and 0.0% of Evolent Health’s Class A common stock (CUSIP 30050B101), with the event dated September 30, 2025. The filer notes ownership of five percent or less of the class. The certification states the securities were held in the ordinary course and not for the purpose of changing or influencing control.

Evolent Health (EVH): Schedule 13G/A Amendment No. 2 discloses that Eventide Asset Management and affiliated reporting persons beneficially own 6,292,511 shares of Class A common stock, representing 5.4% of the class as of September 30, 2025.

Eventide reports sole voting and dispositive power over 6,292,511 shares. Finny Kuruvilla, M.D., Ph.D., and Robin C. John report shared voting and dispositive power over 6,292,511 shares. Holdings are allocated across Eventide Gilead Fund (3,900,000; 3.3%), Eventide Healthcare & Life Sciences Fund (2,356,913; 2.0%), Eventide Small Cap ETF (88; 0.0%), and separately managed accounts (35,510; 0.1%). The filing certifies the securities are held in the ordinary course and not for the purpose of changing or influencing control.

Evolent Health (EVH) reported third‑quarter 2025 results with revenue of $479.5 million, down from $621.4 million a year ago. Operating performance improved to a small operating income of $0.9 million versus a prior loss, but the company recorded a net loss of $26.9 million (basic and diluted loss per share $0.24).

On the balance sheet, cash and cash equivalents were $116.7 million and restricted cash was $26.4 million. Long‑term debt rose to $1.05 billion while short‑term debt declined, reflecting refinancing and the exchange of Series A Preferred Stock into a second‑lien term loan; mezzanine equity was removed. The company signed an agreement to sell Evolent Care Partners Holding Company for $100.0 million, plus up to $13.0 million contingent consideration, reclassifying $89.7 million of net assets (including allocated goodwill) to held for sale. For the nine months, operating cash flow was $(10.0) million, influenced by changes in reserves and working capital.

Evolent Health (EVH) filed an 8-K announcing leadership changes and furnishing its Q3 2025 results press release. The release was furnished as Exhibit 99.1.

The Board appointed Mario Ramos as Chief Financial Officer effective January 1, 2026. His compensation includes a $550,000 annual base salary, a maximum cash bonus opportunity of $625,000 under the anticipated 2026 plan, and a $100,000 sign-on bonus. He will receive a one-time RSU grant valued at $2,350,000, vesting 34%/33%/33% on the first three anniversaries of grant, subject to continued employment.

Severance terms provide 12 months of base salary continuation and pro‑rated annual bonus upon a qualifying non‑CIC termination, plus COBRA subsidy for the severance period. Upon a qualifying CIC termination, cash severance equals 1.5x base salary plus target bonus, immediate vesting of time‑based equity, performance equity at the greater of target or actual to date, and COBRA subsidy for up to 18 months. John Johnson will become Chief Strategy Officer on the effective date. Emily Rafferty will move to EVP, Customer Success, and Katie DiPerna will lead non‑clinical operations.