STOCK TITAN

Evolent Health lifts adjusted EBITDA outlook to $130M–$135M

The expanded oncology agreement covers approximately 1 million Commercial lives, with a January 1, 2027 go-live and Member Navigation.

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(High)

Sentiment and the balance of points

Rhea-AI Sentiment reads the wording of the document, how positive or negative its language is on a 1 to 5 scale. The balance of points shown with the takes weighs what the document actually discloses, so the two can disagree, for example when a trial that missed its main goal is described in upbeat language.

Form Type
8-K

Rhea-AI Filing Summary

Evolent Health, Inc. (EVH) reported third-quarter 2026 revenue of $725.367 million, versus $479.533 million a year earlier. GAAP net loss attributable to common shareholders was $23.566 million, compared with $26.930 million. Adjusted EBITDA, a non-GAAP measure, was $34.257 million versus $38.955 million, with an Adjusted EBITDA margin of 4.7% versus 8.1%. Cash and cash equivalents were $148.255 million as of September 30, 2026.

Evolent announced one renewal and two new revenue agreements, bringing the year-to-date total to seven. Its largest Surgical Management customer renewed for an additional four years. An existing client added oncology services across several states for approximately 1 million Commercial lives, with a January 1, 2027 go-live, and Member Navigation across all existing and new lives; a national payer added oncology services across 11 additional states.

For 2026, Evolent reiterated revenue guidance of $2.6 billion to $2.7 billion and raised Adjusted EBITDA guidance to $130.0 million to $135.0 million. It expects to deploy $26 million to $28 million in cash for capitalized expenditures during 2026. Adjusted income attributable to common shareholders was $7.296 million, versus $5.630 million.

4 points · 1 major

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Rhea-AI gives every point it takes from this document a weight. Minor counts 1, Moderate 3 and Major 9, so one Major point outweighs several Minor ones. The bar adds up the weights on each side, and when neither side holds more than 65% of the total the balance reads Mixed.

It reads the document as published, with the same rules for every company, and it does not look at what the market expected or at how the stock traded, so a point can be objectively good on a day the stock falls.

Rhea-AI Sentiment measures something else, the tone of the wording.

0 major · 1 point

Hollow bars mark forward-looking points. How the balance works

Positive

  • Major point. Forward-looking: it has not happened yet and may not happen.2026 Adjusted EBITDA guidance was raised to $130.0 million to $135.0 million.
  • Moderate pointThird-quarter revenue rose to $725.367 million from $479.533 million.
  • Moderate pointNine-month operating cash flow provided $16.082 million, versus $9.957 million used.
  • Minor pointGAAP net loss narrowed to $23.566 million from $26.930 million.

Negative

  • Moderate pointThird-quarter Adjusted EBITDA was $34.257 million, versus $38.955 million a year earlier.
Item 2.02 Results of Operations and Financial Condition Financial
Disclosure of earnings results, typically an earnings press release or preliminary financials.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, or exhibit attachments filed with this report.
Revenue $725.367 million Three months ended September 30, 2026; $479.533 million in the same 2025 period
Net loss attributable to common shareholders $23.566 million Three months ended September 30, 2026; $26.930 million in the same 2025 period
Adjusted EBITDA $34.257 million Three months ended September 30, 2026; $38.955 million in the same 2025 period
Adjusted EBITDA margin 4.7% Three months ended September 30, 2026; 8.1% in the same 2025 period
Cash and cash equivalents $148.255 million As of September 30, 2026
Revenue guidance $2.6 billion to $2.7 billion Full-year 2026; reiterated
Adjusted EBITDA guidance $130.0 million to $135.0 million Full-year 2026; raised
Commercial lives in oncology expansion Approximately 1 million Existing-client agreement; January 1, 2027 go-live
Adjusted EBITDA financial
"Adjusted EBITDA is defined as net loss attributable"
Adjusted EBITDA is a way companies measure how much money they make from their core operations, like running a business, by removing certain costs or income that aren’t part of regular business activities. It helps investors see how well a company is doing without distractions from unusual expenses or gains, making it easier to compare companies or track performance over time.
Medical Expense Ratio financial
"Medical Expense Ratio (“MER”) is a key performance indicator"
The medical expense ratio measures what portion of an insurer’s collected premiums is paid out for medical care and claims. For investors, it shows how much of each dollar of revenue is going toward customers’ health costs rather than profit or other expenses—think of it like the portion of a household budget spent on medical bills; a rising ratio can signal tighter margins or worsening claims trends, while a low ratio can indicate better underwriting or cost control.
Per Member Per Month (“PMPM”) Fee financial
"Per Member Per Month (“PMPM”) Fee"
Lives on Platform financial
"Performance Suite Lives on Platform are calculated"
new revenue agreement financial
"A new revenue agreement includes incremental revenue"
Revenue $725.367 million Compared with $479.533 million in the three months ended September 30, 2025
Net loss attributable to common shareholders $23.566 million loss Compared with $26.930 million loss in the three months ended September 30, 2025
Adjusted EBITDA $34.257 million Compared with $38.955 million in the three months ended September 30, 2025
Adjusted EBITDA margin 4.7% Compared with 8.1% in the three months ended September 30, 2025
Adjusted income attributable to common shareholders $7.296 million Compared with $5.630 million in the three months ended September 30, 2025
Guidance

For full-year 2026, revenue guidance was reiterated at $2.6 billion to $2.7 billion and Adjusted EBITDA guidance was raised to $130.0 million to $135.0 million. Evolent expects to deploy $26 million to $28 million in cash for capitalized expenditures during 2026.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What was EVH's third-quarter 2026 revenue?

EVH reported revenue of $725.367 million for the three months ended September 30, 2026, compared with $479.533 million for the same period in 2025.

What is EVH's 2026 financial guidance?

Evolent reiterated revenue guidance of $2.6 billion to $2.7 billion and raised Adjusted EBITDA guidance to $130.0 million to $135.0 million. It expects to deploy $26 million to $28 million in cash for capitalized expenditures during 2026.

How does Evolent define a new revenue agreement?

A new revenue agreement includes incremental revenue from services for new partner entities or additional sales to existing partners, including service, geographic or line-of-business expansions. Renewals for existing scope, membership growth within an existing contract scope, and transaction-related purchase agreements are excluded.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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0001628908false00016289082026-11-052026-11-05

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

November 5, 2026
Date of Report (Date of earliest event reported)   

Evolent Health, Inc.
(Exact name of registrant as specified in its charter)
_________________________

Delaware001-3741532-0454912
(State or other jurisdiction of
incorporation or organization)
Commission File Number: (I.R.S. Employer
Identification No.)
1812 N. Moore Street,Suite 1705,Arlington,Virginia,22209
(Address of principal executive offices)(zip code)

  
(571) 389-6000
(Registrant’s telephone number, including area code)
 
Not Applicable
(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:
 
☐ 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 classTrading Symbol(s)Name of each exchange on which registered
Class A Common Stock of Evolent Health, Inc., par value $0.01 per shareEVHNew 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 2.02.     Results of Operations and Financial Condition

On November 5, 2026, Evolent Health, Inc. (the "Company") issued a press release announcing its financial results for the quarter ended September 30, 2026, a copy of which is furnished herewith as Exhibit 99.1.

The information, including Exhibit 99.1 hereto, furnished under this Item 2.02 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject the Company or any other person to liability under that Section, to the liabilities of that section, nor shall it be deemed incorporated by reference into any filing made by the Company under the Exchange Act or the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such a filing.

Item 9.01.     Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.Description
99.1
Press Release of Evolent Health, Inc. dated November 5, 2026.
104The 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: November 5, 2026

Exhibit 99.1
evhnewlogoa.jpg
Evolent Announces Third Quarter 2026 Results


WASHINGTON (November 5, 2026) – 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, today announced financial results for the three months ended September 30, 2026.

Seth Blackley, Co-Founder and Chief Executive Officer of Evolent stated, “As health plan customers seek to balance affordability with patient and doctor experience, they continue to turn to Evolent by renewing agreements and in many cases, expanding the work they do with us. That growth and demand from existing clients, as well as strong execution in our 2026 oncology launches, continue to drive strong performance in 2026. Looking ahead, I believe our innovative AI platform and our oncology solution will drive growth and margin expansion for Evolent in the quarters to come.”

Highlights include (in thousands, except for average PMPM fees and revenue per case):

For the Three Months Ended September 30,
20262025
Financial Results:
Revenue$725,367 $479,533 
Net loss attributable to common shareholders of Evolent Health, Inc.
$(23,566)$(26,930)
Net loss margin(3.2)%(5.6)%
Adjusted EBITDA$34,257 $38,955 
Adjusted EBITDA Margin4.7 %8.1 %
Average Lives on Platform/Cases
Performance Suite7,195 6,474 
Specialty Technology and Services Suite74,733 78,050 
Administrative Services1,163 1,222 
Cases11 13 
Average Unique Members39,804 40,781 
Average PMPM Fees/ Revenue per Case
Performance Suite$26.14 $14.77 
Specialty Technology and Services Suite0.32 0.40 
Administrative Services13.84 15.77 
Cases3,605 3,236 
Medical Expense Ratio93.0 %85.0 %
Medical Expense Ratio excluding Evolent Care PartnersN/A91.9 %

The rising medical costs impacting health plans continue to drive robust demand for Evolent’s complex specialty care solutions.

1


Evolent announced one renewal and two new revenue agreements, bringing the year-to-date total to seven:

•First, we renewed our largest Surgical Management customer contract for an additional four years. Surgical Management is the IPG business acquired by Evolent in 2022. We believe this multi-year commitment from a long-standing partner reinforces the value of our model and the strength of our client relationships.

•Second, we are expanding our relationship with an existing client to provide oncology services across several additional states, representing approximately 1 million Commercial lives, with a January 1, 2027 go-live. The agreement also adds Member Navigation across all existing and new lives, broadening the relationship beyond the client's existing solution and demonstrating our opportunity to drive growth through expanded adoption of Evolent's solutions.

•Third, we expanded our relationship with a national payer in Specialty Technology & Services for oncology across 11 additional states.

Financial Results of Evolent Health, Inc.

In our earnings releases, prepared remarks, conference calls, slide presentations and webcasts, we may use or discuss financial measures not prepared in accordance with generally accepted accounting principles (“GAAP”). Definitions of the non-GAAP financial measures as well as reconciliations of non-GAAP financial measures to the most directly comparable GAAP financial measures are presented herein. See “Non-GAAP Financial Measures” for more information.

Reported Results

Evolent Health, Inc. reported the following results in accordance with GAAP (dollars in thousands, except for per share data):

For the Three Months Ended September 30,
20262025
Revenue $725,367 $479,533 
Cost of revenue636,946 379,759 
Selling, general and administrative expenses73,116 77,592 
Net loss attributable to common shareholders of Evolent Health, Inc.(23,566)(26,930)
Net loss margin(3.2)%(5.6)%
Loss per share attributable to common shareholders of Evolent Health, Inc.
Basic and diluted$(0.21)$(0.24)

Total cash and cash equivalents was $148.3 million as of September 30, 2026.

Adjusted Results

Evolent Health, Inc. reported the following adjusted results (dollars in thousands, except for per share data):

For the Three Months Ended September 30,
20262025
Adjusted cost of revenue $635,107 $378,518 
Adjusted selling, general and administrative expenses $56,003 $62,060 
Adjusted EBITDA $34,257 $38,955 
Adjusted EBITDA margin4.7 %8.1 %
Adjusted income attributable to common shareholders $7,296 $5,630 
Adjusted income per share attributable to common shareholders:
Basic and diluted$0.06 $0.05 

2


Business Outlook    
The Company does not believe it can meaningfully reconcile guidance for non-GAAP Adjusted EBITDA to net income (loss) attributable to common shareholders of Evolent Health, Inc. because the Company cannot provide guidance for the more significant reconciling 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 that future period non-GAAP guidance includes adjustments for items not indicative of our core operations, and as a result from changes to our business due to transactions and other events. Such items may, from time to time, include change in tax receivable agreement liability, other refinancing fees, income (loss) from equity method investees, gain (loss) on repayment/extinguishment of debt, other income (expense), gain (loss) on disposal of non-strategic assets, goodwill impairments, right-of-use asset impairments, gain (loss) on lease terminations, stock-based compensation expense, severance costs and transaction-related costs. Such adjustments may be affected by changes in ongoing assumptions, judgments, as well as nonrecurring, unusual or unanticipated charges, expenses or gains (losses) or other items that may not directly correlate to the underlying performance of our business operations. The exact amount of these adjustments is not currently determinable but may be significant.

Full Year 2026 Guidance

Incorporating its year-to-date performance, the Company is reiterating its 2026 revenue guidance range to $2.6 billion to $2.7 billion and raising its Adjusted EBITDA range to $130.0 million to $135.0 million.


Additional Outlook Information

The Company expects to deploy $26 million to $28 million in cash for capitalized expenditures during 2026.

This “Business Outlook” section contains forward-looking statements, and actual results may differ materially. Factors that may cause actual results to differ materially from our current expectations in addition to those set forth above are set forth below in “Forward Looking Statements - Cautionary Language” and Evolent Health, Inc.'s filings with the Securities and Exchange Commission (“SEC”).

Web and Conference Call Information

Evolent Health, Inc. will hold a conference call to discuss its financial performance and related matters this morning, November 5, 2026, at 8:30 a.m., Eastern Time. To listen to a live broadcast via the internet and view the accompanying materials, please visit the Company's Investor Relations website at http://ir.evolent.com. To participate by telephone, dial (855) 940-9467, or (412) 317-6034 for international callers, and ask to join the “Evolent Health call.” Participants are advised to dial in at least fifteen minutes prior to the call to register. An audio playback of the conference call will be available on Evolent's investor relations website for 90 days after the call. Evolent invites all interested parties to attend the conference call.

About Evolent

Evolent 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.

Contacts:

investorrelations@evolent.com


Definitions

Revenue Agreements

Evolent reports the number of new revenue agreements signed for Performance Suite, Specialty Technology and Services Suite, Administrative Services and Case-based products. A new revenue agreement includes incremental revenue to the Company reflecting contracts for services to both new partner entities, corporations or health plans as well as additional sales to existing partners. New revenue agreements may include incremental services, geographic, or line of business
3


expansions or a combination thereof. The conversion of Specialty Technology and Services Suite contracts to Performance Suite are also included in this definition. The Company does not count renewals for existing scope, growth of membership within an existing contract scope or transaction-related purchase agreements, if applicable, in this metric.

Lives on Platform and Per Member Per Month (“PMPM”) Fee

Performance Suite Lives on Platform are calculated by summing monthly members covered for specialty care services for contracts not under ASO arrangements divided by the number of months in the period. Specialty Technology and Services Suite Lives on Platform are calculated by summing monthly members covered for oncology, cardiology, musculoskeletal, advanced imaging and other diagnostics specialty care services for contracts under ASO arrangements divided by the number of months in the period. Administrative Services Lives on Platform are calculated by summing monthly members covered for administrative services implementation and core performance services divided by the number of months in the period. Cases are calculated by summing the number of individuals receiving services through our surgery management and advanced care planning programs in a given period. Members covered for more than one category are counted in each category.

Performance Suite Average PMPM fee is defined as revenue pertaining to our Performance Suite during the period reported divided by Performance Suite Lives on Platform for the period divided by the number of months in the period. Specialty Technology and Services Suite Average PMPM fee is defined as revenue pertaining to the Specialty Technology and Services Suite during the period reported divided by Specialty Technology and Services Suite Lives on Platform for the period divided by the number of months in the period. Administrative Services Average PMPM fee is defined as revenue pertaining to the Administrative Services during the period reported divided by the Administrative Services Lives on Platform for the period divided by the number of months in the period. Revenue per Case is calculated by the revenue pertaining to our surgery management and advanced care planning programs divided by the number of cases for a given period.

Average Unique Members are calculated by summing members covered by our Performance Suite, Specialty Technology and Services Suite and Administrative Services. In cases where partners cross between multiple solutions, we only capture members from the solution with the maximum number of members.

Management uses Lives on Platform, PMPM fees, Cases, Revenue per Case and Average Unique Members because we believe that they provide insight into the unit economics of our services. We believe that these measures are also useful to investors because they allow further insight into the period over period operational performance.

Medical Expense Ratio

Medical Expense Ratio (“MER”) is a key performance indicator used by management for purposes of monitoring operating performance and is calculated as GAAP total claims incurred related to our specialty care management services solution divided by GAAP revenue related to our Performance Suite. Management believes MER is useful to investors because it provides insight into the efficiency with which medical costs are managed relative to revenue and helps identify trends in the underlying performance. For periods prior to the consummation of the sale of Evolent Care Partners (“ECP”) in December 2025, we present non-GAAP MER excluding revenues from ECP because it is not indicative of ongoing operations.
4



EVOLENT HEALTH, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)

(unaudited, in thousands, except per share data)

For the Three Months Ended September 30,For the Nine Months Ended September 30,
2026202520262025
Revenue$725,367 $479,533 $1,874,133 $1,407,510 
Expenses
Cost of revenue636,946 379,759 1,621,102 1,104,880 
Selling, general and administrative expenses73,116 77,592 214,765 231,210 
Depreciation and amortization expenses21,493 23,615 64,614 70,814 
Loss (gain) on lease termination— (1,230)— 676 
Change in fair value of contingent consideration— (1,089)— 1,837 
Operating expenses731,555 478,647 1,900,481 1,409,417 
Operating income (loss)(6,188)886 (26,348)(1,907)
Interest income979 964 2,696 3,322 
Interest expense(16,996)(16,475)(50,723)(38,461)
Income from equity method investees55 156 3 334 
Gain on extinguishment of short-term debt— 431 — 431 
Loss on option exercise— — — (52,544)
Extinguishment of Series A Preferred Stock and other refinancing fees— (6,000)— (15,000)
Other income (expense), net(298)80 553 (3)
Loss before income taxes(22,448)(19,958)(73,819)(103,828)
Provision for income taxes1,118 906 4,743 1,551 
Loss before preferred dividends and accretion of Series A Preferred Stock including excise tax(23,566)(20,864)(78,562)(105,379)
Dividends and accretion of Series A Preferred Stock including excise tax— (6,066)— (44,891)
Net loss attributable to common shareholders of Evolent Health, Inc.$(23,566)$(26,930)$(78,562)$(150,270)
Loss per common share
Basic and diluted$(0.21)$(0.24)$(0.70)$(1.31)
Weighted-average common shares outstanding
Basic and diluted113,071 114,066 112,510 115,083 
Comprehensive loss
Net loss attributable to common shareholders of Evolent Health, Inc.$(23,566)$(26,930)$(78,562)$(150,270)
Other comprehensive loss, net of taxes, related to:
Foreign currency translation adjustment(304)(669)(1,306)(623)
Total comprehensive loss attributable to common shareholders of Evolent Health, Inc.$(23,870)$(27,599)$(79,868)$(150,893)




5


EVOLENT HEALTH, INC.
CONSOLIDATED BALANCE SHEETS
(in thousands, except share data)
September 30, 2026December 31, 2025
(unaudited)
ASSETS
Current assets:
Cash and cash equivalents$148,255 $151,856 
Restricted cash6,525 26,134 
Accounts receivable, net442,766 309,861 
Prepaid expenses and other current assets19,571 18,521 
Total current assets617,117 506,372 
Restricted cash1,073 2,706 
Investments and equity method investees8,669 8,966 
Property and equipment, net82,506 80,785 
Right-of-use assets - operating2,564 4,373 
Prepaid expenses and other noncurrent assets1,965 3,078 
Contract cost assets14,670 13,537 
Intangible assets, net539,172 584,937 
Goodwill694,420 694,482 
Total assets$1,962,156 $1,899,236 
LIABILITIES AND SHAREHOLDERS’ EQUITY
Liabilities
Current liabilities:
Accounts payable$37,843 $59,776 
Accrued liabilities38,794 65,755 
Operating lease liability - current1,322 15,343 
Accrued compensation and employee benefits35,074 50,987 
Deferred revenue823 1,203 
Reserve for claims and performance-based arrangements376,080 192,196 
Total current liabilities489,936 385,260 
Long-term debt, net969,480 970,537 
Other long-term liabilities8,090 8,012 
Tax receivables agreement liability108,909 108,909 
Operating lease liabilities - noncurrent2,248 3,818 
Deferred tax liabilities, net10,643 7,506 
Total liabilities1,589,306 1,484,042 
Shareholders' Equity
Class A common stock - $0.01 par value; 750,000,000 shares authorized; 117,535,151 and 117,603,806 shares issued, respectively
1,175 1,176 
Additional paid-in-capital1,809,800 1,793,398 
Accumulated other comprehensive loss(3,930)(2,624)
Retained earnings (accumulated deficit)(1,393,889)(1,315,327)
Treasury stock, at cost; 4,434,130 and 5,971,712 shares issued, respectively
(40,306)(61,429)
Total shareholders’ equity372,850 415,194 
Total liabilities and shareholders’ equity$1,962,156 $1,899,236 
6


EVOLENT HEALTH, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(unaudited, in thousands)
For the Nine Months Ended September 30,
  20262025
Cash Flows Provided By (Used In) Operating Activities
Loss before preferred dividends and accretion of Series A Preferred Stock including excise tax$(78,562)$(105,379)
Adjustments to reconcile net loss to net cash and restricted cash provided by (used in) operating activities:
Change in fair value of contingent consideration— 1,837 
Income from equity method investees(3)(334)
Extinguishment of Series A Preferred Stock and other refinancing fees— 15,000 
Gain on extinguishment of short-term debt— (431)
Loss on option exercise— 52,544 
Depreciation and amortization expenses64,614 70,814 
Stock-based compensation expense40,654 37,343 
Deferred tax provision3,777 57 
Amortization of contract cost assets3,033 5,704 
Amortization of deferred financing costs8,943 4,762 
Loss on lease termination— 676 
Right-of-use operating assets1,809 1,297 
Changes in assets and liabilities, net of acquisitions:
Accounts receivable, net and contract assets(132,905)7,364 
Prepaid expenses and other current and noncurrent assets(577)388 
Contract cost assets(4,166)(3,486)
Accounts payable(15,546)21,501 
Accrued liabilities(27,067)(4,399)
Operating lease liabilities(15,591)(29,987)
Accrued compensation and employee benefits(15,913)21,661 
Deferred revenue(380)(636)
Reserve for claims and performance-based arrangements183,884 (107,053)
Other long-term liabilities78 800 
Net cash and restricted cash provided by (used in) operating activities16,082 (9,957)
Cash Flows Used In Investing Activities
Cash paid for asset acquisitions and business combinations— (56,045)
Return of equity method investments300 986 
Purchases of investments and contributions to equity method investees— (1,000)
Investments in internal-use software and purchases of property and equipment(20,464)(26,327)
Net cash and restricted cash used in investing activities(20,164)(82,386)
Cash Flows (Used In) Provided By Financing Activities
Changes in working capital balances related to claims processing services(6,387)(45,332)
Payment of contingent consideration— (1,750)
Proceeds from issuance of long-term debt, net of offering costs— 389,740 
Repayment of debt(10,000)(229,255)
Repurchase of common stock— (39,996)
Payment of preferred dividends— (11,127)
Taxes withheld and paid for vesting of equity awards(3,130)(5,168)
Net cash and restricted cash (used in) provided by financing activities(19,517)57,112 
Effect of exchange rate on cash and cash equivalents and restricted cash(1,244)(261)
7


Net decrease in cash and cash equivalents and restricted cash(24,843)(35,492)
Cash and cash equivalents and restricted cash as of beginning-of-period180,696 178,496 
Cash and cash equivalents and restricted cash as of end-of-period$155,853 $143,004 

8



Non-GAAP Financial Measures

The Company views the following activities as integral to understanding its non-GAAP financial measures:

•Transaction-related costs include but are not limited to integration consultants, investor outreach services, external valuation and accounting advisory services, legal fees, transaction bonuses paid to certain employees and other transaction related costs. We adjust these costs because transaction-related costs are expensed when incurred and are not indicative of Evolent’s normal operating costs.

•Purchase accounting adjustments include amortization expense on intangible assets such as corporate trade names, customer, relationships, provider network contracts and existing technology related to acquisitions and business combinations. We believe it is important for the reader to understand that revenue generated from acquisitions is included within revenue in calculating adjusted income to common shareholders however amortization expense from acquired intangible assets is excluded in determining adjusted income to common shareholders because it does not directly relate to the services performed for the Company’s customers.

In addition to disclosing financial results that are determined in accordance with GAAP, we present Adjusted Cost of Revenue, Adjusted Selling, General and Administrative Expenses, Adjusted EBITDA, Adjusted EBITDA Margin and Adjusted Income (Loss) Attributable to Common Shareholders, which are all non-GAAP financial measures, as supplemental measures to help investors evaluate our fundamental operational performance.

Adjusted Cost of Revenue and Adjusted Selling, General and Administrative Expenses are defined as cost of revenue and selling, general and administrative expenses calculated in accordance with GAAP, respectively, adjusted to exclude the impact of stock-based compensation expenses, severance costs and transaction-related costs. Management believes Adjusted Cost of Revenue and Adjusted Selling, General and Administrative Expenses are useful to investors, because they facilitate an understanding of our long-term operational costs while removing the effect of costs that are not a representative component of the day-to-day operating performance of our business, and are useful to management as supplemental performance measures.

Adjusted EBITDA is defined as net loss attributable to common shareholders of Evolent Health, Inc. before interest income, interest expense, provision for income taxes, depreciation and amortization expenses, income from equity method investees, gain on extinguishment of short-term debt, loss on option exercise, extinguishment of Series A Preferred Stock and other refinancing fees, change in fair value of contingent consideration, other income (expense), net, gain (loss) on lease termination, stock-based compensation expense, severance costs, dividends and accretion of Series A Preferred Stock and transaction-related costs.

Management believes that Adjusted EBITDA is useful to investors because it allows investors to evaluate the Company’s performance using tools that management uses to evaluate past performance and prospects for future performance. Management also uses Adjusted EBITDA as a supplemental performance measure because the removal of adjustments to net loss attributable to common shareholders of Evolent Health, Inc. allows us to focus on operational performance.

Adjusted EBITDA Margin is defined Adjusted EBITDA divided by Revenue. Management believes that this measure is useful to investors because it allows further insight into the period over period operational performance. Management also uses Adjusted EBITDA Margin as a supplemental performance measure because it allows the investor to understand operational performance compared to revenues over time.

Adjusted Income Attributable to Common Shareholders is defined as net loss attributable to common shareholders of Evolent Health, Inc. adjusted to exclude income from equity method investees, provision for income taxes, other income (expense), net, gain on extinguishment of short-term debt, loss on option exercise, extinguishment of Series A Preferred Stock and other refinancing fees, change in fair value of contingent consideration, purchase accounting adjustments, gain (loss) on lease termination, stock-based compensation expense, severance costs, transaction-related costs and the tax impact of non-GAAP adjustments.

Adjusted Income per Share Attributable to Common Shareholders is defined as Adjusted Income (Loss) Attributable to Common Shareholders divided by Weighted-Average Common Shares, and reflects the adjustments made in those non-GAAP measures.
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Management believes that Adjusted Income (Loss) Attributable to Common Shareholders and Adjusted Income (Loss) per Share Attributable to Common Shareholders are useful to investors because they provide a measure of the Company’s net profitability on a more comparable basis to historical periods and provide a more meaningful basis for forecasting future performance.

These adjusted measures do not represent and should not be considered as alternatives to GAAP measurements, and our calculations thereof may not be comparable to similarly entitled measures reported by other companies. A reconciliation of these adjusted measures to their most comparable GAAP financial measures is presented in the tables below. We believe these measures are useful across time in evaluating our fundamental core operating performance.
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Evolent Health, Inc.
Reconciliation of Adjusted Results of Operations
(unaudited, in thousands)

Reconciliation of Adjusted Cost of Revenue to
Cost of Revenue
For the Three Months Ended September 30,For the Nine Months Ended September 30,
2026202520262025
Cost of revenue$636,946 $379,759 $1,621,102 $1,104,880 
Less:
Stock-based compensation1,839 1,241 3,053 2,948 
Adjusted cost of revenue$635,107 $378,518 $1,618,049 $1,101,932 
Reconciliation of Adjusted Selling, General and Administrative Expenses to
Selling, General and Administrative Expenses
For the Three Months Ended September 30,For the Nine Months Ended September 30,
2026202520262025
Selling, general and administrative expenses$73,116 $77,592 $214,765 $231,210 
Less:
Stock-based compensation12,965 13,441 37,601 34,395 
Severance costs3,354 1,540 3,629 3,345 
Transaction-related costs794 551 1,825 1,254 
Adjusted selling, general and administrative expenses$56,003 $62,060 $171,710 $192,216 
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Evolent Health, Inc.
Reconciliation of Medical Expense Ratio
(unaudited, in thousands)

For the Three Months Ended September 30,For the Nine Months Ended September 30,
2026202520262025
Revenue
Performance Suite$564,293 $286,935 $1,372,099 $857,873 
Specialty Technology and Services Suite72,837 93,263 231,797 257,485 
Administrative Services48,286 57,811 145,862 170,882 
Cases39,951 41,524 124,375 121,270 
Total revenue725,367 479,533 1,874,133 1,407,510 
Less:
Revenue from Evolent Care Partners— 21,550 — 94,818 
Performance Suite revenue less revenue from Evolent Care Partners564,293 265,385 1,372,099 763,055 
Total claims incurred related to our specialty care management services solution524,970 243,908 1,288,267 664,147 
Medical expense ratio93.0 %85.0 %93.9 %77.4 %
Medical expense ratio excluding Evolent Care PartnersN/A91.9 %N/A87.0 %

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Evolent Health, Inc.
Reconciliation of Adjusted EBITDA to Net Income (Loss)
Attributable to Common Shareholders of Evolent Health, Inc.
(unaudited, in thousands)
For the Three Months Ended September 30,For the Nine Months Ended September 30,
2026202520262025
Net loss attributable to common shareholders of Evolent Health, Inc.$(23,566)$(26,930)$(78,562)$(150,270)
Net loss margin(3.2)%(5.6)%(4.2)%(10.7)%
Interest income979 964 2,696 3,322 
Interest expense(16,996)(16,475)(50,723)(38,461)
Provision for income taxes(1,118)(906)(4,743)(1,551)
Depreciation and amortization expenses(21,493)(23,615)(64,614)(70,814)
Income from equity method investees55 156 3 334 
Gain on extinguishment of short-term debt— 431 — 431 
Loss on option exercise— — — (52,544)
Extinguishment of Series A Preferred Stock and other refinancing fees— (6,000)— (15,000)
Change in fair value of contingent consideration— 1,089 — (1,837)
Other income (expense), net(298)80 553 (3)
Gain (loss) on lease termination— 1,230 — (676)
Stock-based compensation expense(14,804)(14,682)(40,654)(37,343)
Severance costs(3,354)(1,540)(3,629)(3,345)
Dividends and accretion of Series A Preferred Stock— (6,066)— (44,891)
Transaction-related costs(794)(551)(1,825)(1,254)
Adjusted EBITDA$34,257 $38,955 $84,374 $113,362 
Adjusted EBITDA margin4.7 %8.1 %4.5 %8.1 %

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Evolent Health, Inc.
Reconciliation of Adjusted Income (Loss) Attributable to Common Shareholders to
Net Loss Attributable to Common Shareholders
(unaudited, in thousands, except per share data)

For the Three Months Ended September 30,For the Nine Months Ended September 30,
2026202520262025
Net loss attributable to common shareholders of Evolent Health, Inc$(23,566)$(26,930)$(78,562)$(150,270)
Less:
Income from equity method investees55 156 3 334 
Provision for income taxes(1,118)(906)(4,743)(1,551)
Other income (expense), net(298)80 553 (3)
Gain on extinguishment of short-term debt— 431 — 431 
Loss on option exercise— — — (52,544)
Extinguishment of Series A Preferred Stock and other refinancing fees— (6,000)— (15,000)
Change in fair value of contingent consideration— 1,089 — (1,837)
Purchase accounting adjustments(12,489)(13,364)(37,468)(40,093)
Gain (loss) on lease termination— 1,230 — (676)
Stock-based compensation expense(14,804)(14,682)(40,654)(37,343)
Severance costs(3,354)(1,540)(3,629)(3,345)
Transaction-related costs(794)(551)(1,825)(1,254)
Tax impact1,940 1,497 1,932 548 
Adjusted income attributable to common shareholders$7,296 $5,630 $7,269 $2,063 
Loss per share attributable to common shareholders
Basic and diluted$(0.21)$(0.24)$(0.70)$(1.31)
Adjusted income per share attributable to common shareholders
Basic and diluted$0.06 $0.05 $0.06 $0.02 
Weighted-average common shares
Basic and diluted113,071 114,066 112,510 115,083 
————————
(1)Non-GAAP financial information for the periods shown are adjusted for an assumed provision for income taxes based on our statutory federal tax rate of 21%. Due to the differences in the tax treatment of items excluded from non-GAAP earnings, our estimated tax rate on non-GAAP income may differ from our GAAP tax rate.
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FORWARD-LOOKING STATEMENTS - CAUTIONARY LANGUAGE
 
Certain statements made in this report and in other written or oral statements made by us or on our behalf are “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995 (“PSLRA”). A forward-looking statement is a statement that is not a historical fact and, without limitation, includes any statement that may predict, forecast, indicate or imply future results, performance or achievements, and may contain words like: “believe,” “anticipate,” “expect,” “intend,” “estimate,” “aim,” “predict,” “potential,” “continue,” “plan,” “project,” “will,” “should,” “shall,” “may,” “might” and other words or phrases with similar meaning in connection with a discussion of future operating or financial performance. In particular, these include statements relating to our ability to weather current dynamics, continue to expand our footprint, future actions, trends in our businesses, prospective services, new partner additions/expansions, our guidance and business outlook and future performance or financial results, the closing of pending transactions and the outcome of contingencies, such as legal proceedings and our intention to deploy up to $50 million toward reducing outstanding indebtedness by the end of the year. We claim the protection afforded by the safe harbor for forward-looking statements provided by the PSLRA.

These statements are only predictions based on our current expectations and projections about future events. Forward-looking statements involve risks and uncertainties that may cause actual results, level of activity, performance or achievements to differ materially from the results contained in the forward-looking statements. Risks and uncertainties that may cause actual results to vary materially, some of which are described within the forward-looking statements, include, among others:

•the significant portion of revenue we derive from our largest partners, and the potential loss, termination or renegotiation of our relationship or contract with any significant partner, or multiple partners in the aggregate;
•the increasing number of risk-sharing arrangements we enter into with our partners;
•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;
•our ability to accurately predict our exposure under performance-based contracts;
•failure by our customers to provide us with accurate and timely information;
•our ability to recover the upfront costs in our partner relationships and develop our partner relationships over time;
•our ability to attract new partners and successfully capture new opportunities;
•our ability to offer new and innovative products and services and our ability to keep pace with industry standards, technology and our partners’ needs;
•our ability to maintain and enhance our reputation and brand recognition;
•our dependency on our key personnel, and our ability to attract, hire, integrate and retain key personnel;
•risks related to completed and future acquisitions, investments, alliances and joint ventures, which could divert management resources, result in unanticipated costs or dilute our stockholders;
•our ability to effectively manage our growth and maintain an efficient cost structure;
•risks related to managing our offshore operations and cost reduction goals;
•our ability to estimate the size of our target markets for our services;
•consolidation in the health care industry;
•competition which could limit our ability to maintain or expand market share within our industry;
•risks related to audits by CMS and other governmental payers and actions, including whistleblower claims under the False Claims Act;
•evolution of the healthcare regulatory and political framework;
•restrictions on the manner in which we access personal data and penalties as a result of privacy and data protection laws;
•data loss or corruption due to failures or errors in our systems and service disruptions at our data centers;
•liabilities and reputational risks related to our ability to safeguard the security and privacy of confidential data;
•our ability to obtain, maintain and enforce intellectual property rights and protect our trademarks and trade names, including from third parties alleging that we are infringing or violating their intellectual property rights;
•our ability to protect the confidentiality of our trade secrets;
•risks associated with our use of artificial intelligence (“AI”) and machine learning models;
•our use of “open-source” software;
•our reliance on third parties and licensed technologies;
•restrictions on our ability to use, disclose, de-identify or license data and to integrate third-party technologies;
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•our reliance 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;
•our ability to achieve profitability in the future;
•the impact of additional goodwill and intangible asset impairments on our results of operations;
•our obligations to make material payments to certain of our pre-IPO investors for certain tax benefits we may claim in the future;
•our obligations to make payments under the tax receivables agreement that may be accelerated or may exceed the tax benefits we realize;
•our ability to utilize benefits under the tax receivables agreement described herein;
•the terms of agreements between us and certain of our pre-IPO investors may contain different terms than comparable agreements we may enter into with unaffiliated third parties;
•our inability to obtain financing may result in a reduction in the ownership of our stockholders;
•the conditional conversion features, and changes in accounting treatment of the 2029 Notes and the 2031 Notes, which, if triggered, may adversely affect our financial condition and operating results;
•our ability to raise 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;
•interest rate risk and other restrictive covenants under our First Lien Credit Agreement and the second lien credit agreement, by and among the Company, Evolent Health LLC, as borrower, certain subsidiaries of the Company, as guarantors, the lenders from time to time party thereto, and Ares Capital Corporation, as administrative agent and collateral agent;
•our indebtedness, our ability to service our indebtedness, and our ability to obtain additional financing on favorable terms or at all;
•interference with our ability to access the first and second lien credit facilities under our Credit Agreements;
•the potential volatility of our Class A common stock price;
•provisions in our certificate of incorporation and by-laws and provisions of Delaware law that discourage or prevent strategic transactions, including a takeover of us;
•provisions in our certificate of incorporation which could limit our stockholders’ ability to obtain a favorable judicial forum for disputes with us or our directors, officers or employees;
•our intention not to pay cash dividends on our Class A common stock;
•the impact of litigation proceedings, government inquiries, reviews, audits or investigations;
•public health emergencies, epidemics, pandemics or contagious diseases;
•the cost of compliance with sustainability or other environmental, social responsibility or governance law and regulations;
•the impact of increasing inflationary pressures and rising consumer costs on our business; and
•our ability to utilize our net operating loss carry forwards and certain other tax attributes may be limited.

The risks included here are not exhaustive. Although we believe the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, level of activity, performance or achievements. Our periodic reports and other documents filed with the SEC include additional factors that could affect our businesses and financial performance. Moreover, we operate in a rapidly changing and competitive environment. New risk factors emerge from time to time, and it is not possible for management to predict all such risk factors.

Further, it is not possible to assess the effect of all risk factors on our businesses or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements. Given these risks and uncertainties, investors should not place undue reliance on forward-looking statements as a prediction of actual results. In addition, we undertake no obligation to publicly update any forward-looking statements to reflect events or circumstances that occur after the date of this release.
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