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Evolent Health (NYSE: EVH) raises 2026 revenue outlook after Q2 results

Filing Impact
(High)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Evolent Health, Inc. reported strong top-line growth for the three months ended June 30, 2026, with revenue of $652,520 (dollars in thousands) versus $444,328 (dollars in thousands) a year earlier. The company recorded a net loss attributable to common shareholders of $28,364 (dollars in thousands), improving from a $51,090 loss, while net loss margin narrowed to 4.3% from 11.5%. Adjusted EBITDA was $28,050 (dollars in thousands), down from $37,547, and the Adjusted EBITDA margin declined to 4.3% from 8.5%. The Medical Expense Ratio rose to 95.3%.

Management raised 2026 revenue guidance to $2.6–$2.7 billion and tightened the 2026 Adjusted EBITDA outlook to $120–$135 million. For 2027, based on current contracts and launches, they expect revenue growth of over 25% versus 2026 and project the midpoint of Adjusted EBITDA at or above $150 million. A new Oncology Performance Suite partnership, expected to launch by December 2026 subject to regulatory approvals, is projected to cover about 1.5 million lives and generate approximately $300 million in annualized revenue, while a smaller Specialty Technology & Services expansion is expected to add less than $5 million. Cash and cash equivalents were $115.7 million as of June 30, 2026, against long‑term debt of $966,467 (dollars in thousands), and the company plans to deploy $25–$30 million in 2026 for capitalized software development while evaluating targeted debt reduction initiatives.

Positive

  • Q2 2026 revenue rose to 652,520 (thousands) from 444,328 (thousands).
  • Company raised 2026 revenue guidance to $2.6–$2.7 billion.
  • New oncology partnership expected to add about $300 million annualized revenue.
  • Adjusted income attributable to common shareholders turned to a $2,226 profit.

Negative

  • Q2 2026 Adjusted EBITDA fell to 28,050 (thousands) from 37,547.
  • Adjusted EBITDA margin declined to 4.3% from 8.5% year over year.
  • Specialty care Medical Expense Ratio increased to 95.3% from 80.0%.
  • Net cash and restricted cash used in operating activities was $10,296 (thousands) year‑to‑date.

Filing Explained

Although management characterized the quarter as demonstrating “strong profitability,” the filing reports a GAAP net loss attributable to common shareholders of $28,364 thousand alongside adjusted income of $2,226 thousand; the profitability description therefore differs by accounting basis.

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, and exhibit attachments filed with this report.
Revenue Q2 2026 $652,520 (dollars in thousands) For the three months ended June 30, 2026
Net loss Q2 2026 $28,364 (dollars in thousands) Net loss attributable to common shareholders; margin (4.3%)
Adjusted EBITDA Q2 2026 $28,050 (dollars in thousands) Adjusted EBITDA for the three months ended June 30, 2026
Cash and cash equivalents $115.7 million Total cash and cash equivalents as of June 30, 2026
Long-term debt, net $966,467 (dollars in thousands) Long-term debt, net, as of June 30, 2026
2026 revenue guidance $2.6 to $2.7 billion Full year 2026 revenue guidance range
2026 Adjusted EBITDA guidance $120 to $135 million Full year 2026 Adjusted EBITDA outlook range
Oncology partnership annualized revenue approximately $300 million Expected annualized revenue from new Oncology Performance Suite partnership
Adjusted EBITDA financial
"we expect the midpoint of our 2027 Adjusted EBITDA outlook will be at or above $150 million"
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 used by management"
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.
Performance Suite financial
"we are preparing for the go live of an Oncology Performance Suite partnership"
Specialty Technology and Services Suite financial
"an existing Specialty Technology & Services Suite client, a regional Blues plan customer"
tax receivables agreement liability financial
"Tax receivables agreement liability | 108,909"
Revenue $652,520 (dollars in thousands) $208,192 increase vs Q2 2025
Net loss attributable to common shareholders $28,364 (dollars in thousands) $22,726 improvement vs Q2 2025
Adjusted EBITDA $28,050 (dollars in thousands) $9,497 decrease vs Q2 2025
Adjusted income attributable to common shareholders $2,226 (dollars in thousands) $13,239 improvement vs Q2 2025
Guidance

Raises 2026 revenue guidance to $2.6–$2.7 billion and tightens Adjusted EBITDA outlook to $120–$135 million.

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FAQ

What were Evolent Health (EVH)'s Q2 2026 revenue and net loss?
Evolent Health reported Q2 2026 revenue of $652,520 (dollars in thousands) and a net loss attributable to common shareholders of $28,364 (dollars in thousands). This compares with revenue of $444,328 and a net loss of $51,090 (dollars in thousands) in Q2 2025.

How did Evolent Health (EVH)'s Q2 2026 adjusted results change year over year?
Q2 2026 Adjusted EBITDA was 28,050 (dollars in thousands) versus 37,547 a year earlier, with margin down to 4.3% from 8.5%. Adjusted income attributable to common shareholders improved to $2,226 from an adjusted loss of $11,013 (dollars in thousands).

What 2026 guidance did Evolent Health (EVH) provide?
For 2026, Evolent Health raised its revenue guidance to a range of $2.6–$2.7 billion and tightened its Adjusted EBITDA outlook to $120–$135 million. The company also expects to deploy $25–$30 million of cash on capitalized software development during 2026.

What partnerships and revenue impacts did Evolent Health (EVH) announce?
Evolent announced an Oncology Performance Suite partnership expected to cover about 1.5 million lives and generate approximately $300 million in annualized revenue upon launch by December 2026, subject to regulatory approvals. A separate Specialty Technology & Services expansion is expected to contribute less than $5 million in annualized revenue.

What does Evolent Health (EVH) expect for 2027 growth and profitability?
Based on existing contracts and planned launches, management expects 2027 revenue growth of over 25% compared to 2026. They also expect the midpoint of the 2027 Adjusted EBITDA outlook to be at or above $150 million, with improved cash flow conversion and evaluated debt reduction initiatives.

What is Evolent Health (EVH)'s cash and debt position as of June 30, 2026?
As of June 30, 2026, Evolent held $115.7 million in cash and cash equivalents and reported $966,467 (dollars in thousands) of long‑term debt, net. Year‑to‑date, net cash and restricted cash used in operating activities totaled $10,296 (dollars in thousands).

How did Evolent Health (EVH)'s Medical Expense Ratio trend in Q2 2026?
For Q2 2026, Evolent’s specialty care Medical Expense Ratio was 95.3%. This compares with 80.0% for Q2 2025 on a reported basis and 84.9% excluding Evolent Care Partners, indicating higher medical costs relative to Performance Suite revenue.
0001628908false00016289082026-08-062026-08-06

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

August 6, 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 August 6, 2026, Evolent Health, Inc. (the "Company") issued a press release announcing its financial results for the quarter ended June 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 August 6, 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: August 6, 2026

Exhibit 99.1
evhnewlogoa.jpg
Evolent Announces Second Quarter 2026 Results


WASHINGTON (August 6, 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 June 30, 2026.

Seth Blackley, Co-Founder and Chief Executive Officer of Evolent stated, “We believe our results for the second quarter of 2026, our updated 2026 guidance and our 2027 outlook all demonstrate that Evolent is delivering strong growth, profitability and cash flow. We are confident in our emerging AI-led operational model that we believe allows us to deliver excellent client and clinical outcomes, while being highly disciplined with our cost structure."

Mario Ramos, Chief Financial Officer of Evolent stated, “Looking ahead to 2027, based on contracts in place today, upcoming launches scheduled and the strong continuing demand for our oncology solution, we expect to see revenue growth of over 25% compared to 2026. We expect the midpoint of our 2027 Adjusted EBITDA outlook will be at or above $150 million driven by expected improved Performance Suite care margins and a strong focus on expense reductions, despite significant continued industry headwinds from Medicaid and other client specific membership attrition. We also expect improved cash flow conversion, which, together with targeted debt reduction initiatives we are currently evaluating, we believe provides a clear path to addressing our capital structure and enhancing financial flexibility."

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

For the Three Months
Ended June 30,
20262025
Financial Results:
Revenue$652,520 $444,328 
Net loss attributable to common shareholders of Evolent Health, Inc.
$(28,364)$(51,090)
Net loss margin(4.3)%(11.5)%
Adjusted EBITDA$28,050 $37,547 
Adjusted EBITDA Margin4.3 %8.5 %
Average Lives on Platform/Cases by Product Type
Performance Suite6,715 6,490 
Specialty Technology and Services Suite75,641 77,019 
Administrative Services1,189 1,231 
Cases12 13 
Average Unique Members39,956 40,201 
Average PMPM Fees/ Revenue per Case by Product Type
Performance Suite$24.05 $13.76 
Specialty Technology and Services Suite0.34 0.35 
Administrative Services13.46 15.13 
Cases3,608 2,969 
1

Medical Expense Ratio95.3 %80.0 %
Medical Expense Ratio excluding Evolent Care Partners95.3 %84.9 %

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

Evolent has two partnership announcements, bringing the year-to-date total to four:

•First, we are preparing for the go live of an Oncology Performance Suite partnership with an existing advanced imaging client. The partnership will cover approximately 1.5 million lives across Medicaid and Medicare populations spread through 11 states. We currently expect this business to launch by December 2026, subject to certain regulatory approvals, and generate approximately $300 million in annualized revenue. As with other recent Performance Suite arrangements, this relationship includes Evolent’s full enhanced contractual protections.

•Second, an existing Specialty Technology & Services Suite client, a regional Blues plan customer, has signed an agreement to broaden its use of our Specialty Technology & Services Suite by adding new products and extending existing solutions to additional populations. We expect these implementations to occur during the third and fourth quarters of this year and annualized revenue from this contract to be less than $5 million.

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 June 30,
20262025
Revenue $652,520 $444,328 
Cost of revenue $571,684 $343,943 
Selling, general and administrative expenses$68,831 $75,209 
Net loss attributable to common shareholders of Evolent Health, Inc.$(28,364)$(51,090)
Net loss margin (4.3)%(11.5)%
Loss per share attributable to common shareholders of Evolent Health, Inc.
Basic and diluted$(0.25)$(0.44)

Total cash and cash equivalents was $115.7 million as of June 30, 2026.

Adjusted Results

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

2

For the Three Months
Ended June 30,
20262025
Adjusted cost of revenue $570,989 $342,893 
Adjusted selling, general and administrative expenses $53,481 $63,888 
Adjusted EBITDA $28,050 $37,547 
Adjusted EBITDA margin4.3 %8.5 %
Adjusted income (loss) attributable to common shareholders $2,226 $(11,013)
Adjusted income (loss) per share attributable to common shareholders:
Basic and diluted$0.02 $(0.10)

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, gain (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 raising its 2026 revenue guidance range to $2.6 to $2.7 billion. The Company also tightening its Adjusted EBITDA range to $120 to $135 million.

Additional Outlook Information

The Company expects to deploy $25 million to $30 million in cash for capitalized software development 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, August 6, 2026, at 8:00 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. The call will be archived on the Company's website for one week and will be available beginning later this evening. 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.

3

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 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 diagnostic 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 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 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 June 30,For the Six Months Ended June 30,
2026202520262025
Revenue$652,520 $444,328 $1,148,766 $927,977 
Expenses
Cost of revenue571,684 343,943 984,156 725,121 
Selling, general and administrative expenses68,831 75,209 141,649 153,618 
Depreciation and amortization expenses21,566 23,141 43,121 47,199 
Loss on lease termination — — — 1,906 
Change in fair value of contingent consideration— 3,206 — 2,926 
Operating expenses662,081 445,499 1,168,926 930,770 
Operating loss(9,561)(1,171)(20,160)(2,793)
Interest income703 1,084 1,717 2,358 
Interest expense(16,859)(11,601)(33,727)(21,986)
Gain (loss) from equity method investees(41)197 (52)178 
Loss on option exercise— (196)— (52,544)
Extinguishment of Series A Preferred Stock and other refinancing fees— (9,000)— (9,000)
Other income (expense), net 109 (35)851 (83)
Loss before income taxes(25,649)(20,722)(51,371)(83,870)
Provision for (benefit from) income taxes2,715 (825)3,625 645 
Loss before preferred dividends and accretion of Series A Preferred Stock including excise tax(28,364)(19,897)(54,996)(84,515)
Dividends and accretion of Series A Preferred Stock— (31,193)— (38,825)
Net loss attributable to common shareholders of Evolent Health, Inc.$(28,364)$(51,090)$(54,996)$(123,340)
Loss per common share
Basic and diluted$(0.25)$(0.44)$(0.49)$(1.07)
Weighted-average common shares outstanding
Basic and diluted112,542 115,882 112,225 115,600 
Comprehensive loss
Net loss attributable to common shareholders of Evolent Health, Inc.$(28,364)$(51,090)$(54,996)$(123,340)
Other comprehensive loss, net of taxes, related to:
Foreign currency translation adjustment— 22 (1,002)46 
Total comprehensive loss attributable to common shareholders of Evolent Health, Inc.$(28,364)$(51,068)$(55,998)$(123,294)


5

EVOLENT HEALTH, INC.
CONSOLIDATED BALANCE SHEETS
(in thousands, except share data)
June 30, 2026December 31, 2025
(unaudited)
ASSETS
Current assets:
Cash and cash equivalents$115,703 $151,856 
Restricted cash22,990 26,134 
Accounts receivable, net449,118 309,861 
Prepaid expenses and other current assets22,699 18,521 
Total current assets610,510 506,372 
Restricted cash2,773 2,706 
Investments and equity method investees8,764 8,966 
Property and equipment, net81,921 80,785 
Right-of-use assets - operating2,710 4,373 
Prepaid expenses and other noncurrent assets2,308 3,078 
Contract cost assets14,047 13,537 
Intangible assets, net554,427 584,937 
Goodwill694,434 694,482 
Total assets$1,971,894 $1,899,236 
LIABILITIES AND SHAREHOLDERS’ EQUITY
Liabilities
Current liabilities:
Accounts payable$38,823 $59,776 
Accrued liabilities43,897 65,755 
Operating lease liability - current1,541 15,343 
Accrued compensation and employee benefits28,966 50,987 
Deferred revenue1,208 1,203 
Reserve for claims and performance - based arrangements378,398 192,196 
Total current liabilities492,833 385,260 
Long-term debt, net966,467 970,537 
Other long-term liabilities8,092 8,012 
Tax receivables agreement liability108,909 108,909 
Operating lease liabilities - noncurrent2,426 3,818 
Deferred tax liabilities, net9,944 7,506 
Total liabilities1,588,671 1,484,042 
Shareholders' Equity
Class A common stock - $0.01 par value; 750,000,000 shares authorized; 118,656,443 and 117,603,806 shares issued, respectively
1,187 1,176 
Additional paid-in-capital1,817,414 1,793,398 
Accumulated other comprehensive loss(3,626)(2,624)
Retained earnings (accumulated deficit)(1,370,323)(1,315,327)
Treasury stock, at cost; 5,971,712 and 5,971,712 shares issued, respectively
(61,429)(61,429)
Total shareholders’ equity383,223 415,194 
Total liabilities and shareholders’ equity$1,971,894 $1,899,236 
6

EVOLENT HEALTH, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(unaudited, in thousands)
For the Six Months Ended June 30,
20262025
Cash Flows Used In Operating Activities
Loss before preferred dividends and accretion of Series A Preferred Stock$(54,996)$(84,515)
Adjustments to reconcile net loss to net cash and restricted cash used in operating activities:
Change in fair value of contingent consideration— 2,926 
Loss (gain) from equity method investees52 (178)
Extinguishment of Series A Preferred Stock and other refinancing fees— 9,000 
Loss on option exercise— 52,544 
Depreciation and amortization expenses43,121 47,199 
Stock-based compensation expense25,850 22,661 
Deferred tax benefit2,970 (570)
Amortization of contract cost assets2,023 2,523 
Amortization of deferred financing costs5,930 2,403 
Loss on lease termination— 1,906 
Right-of-use operating assets1,663 792 
Changes in assets and liabilities, net of acquisitions:
Accounts receivable, net and contract assets(139,257)55,925 
Prepaid expenses and other current and non-current assets(4,031)(1,803)
Contract cost assets(2,533)(1,649)
Accounts payable(17,810)18,189 
Accrued liabilities(22,350)(5,867)
Operating lease liabilities(15,194)(20,973)
Accrued compensation and employee benefits(22,021)4,543 
Deferred revenue5 (174)
Reserve for claims and performance-based arrangements186,202 (131,454)
Other long-term liabilities80 803 
Net cash and restricted cash used in operating activities(10,296)(25,769)
Cash Flows Used In Investing Activities
Cash paid for asset acquisitions and business combinations— (56,047)
Return of equity method investments150 788 
Purchases of investments and contributions to equity method investees— (1,000)
Investments in internal-use software and purchases of property and equipment(13,255)(17,365)
Net cash and restricted cash used in investing activities(13,105)(73,624)
Cash Flows (Used In) Provided by Financing Activities
Changes in working capital balances related to claims processing(3,143)(44,754)
Payment of contingent consideration— (1,000)
Proceeds from issuance of long-term debt, net of offering costs— 221,000 
Repayment of debt(10,000)(62,500)
Payment of preferred dividends— (9,198)
Taxes withheld and paid for vesting of equity awards(1,823)(4,621)
Net cash and restricted cash (used in) provided by financing activities(14,966)98,927 
Effect of exchange rate on cash and cash equivalents and restricted cash(863)(60)
Net decrease in cash and cash equivalents and restricted cash(39,230)(526)
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$141,466 $177,970 
7



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

Adjusted Income (Loss) 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 June 30,For the Six Months Ended June 30,
2026202520262025
Cost of revenue$571,684 $343,943 $984,156 $725,121 
Less:
Stock-based compensation695 1,050 1,214 1,707 
Adjusted cost of revenue$570,989 $342,893 $982,942 $723,414 
Reconciliation of Adjusted Selling, General and Administrative Expenses to
Selling, General and Administrative Expenses
For the Three Months Ended June 30,For the Six Months Ended June 30,
2026202520262025
Selling, general and administrative expenses$68,831 $75,209 $141,649 $153,618 
Less:
Stock-based compensation14,506 10,530 24,636 20,954 
Severance costs275 791 275 1,805 
Transaction-related costs569 — 1,031 703 
Adjusted selling, general and administrative expenses$53,481 $63,888 $115,707 $130,156 

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Evolent Health, Inc.
Reconciliation of Medical Expense Ratio
(unaudited, in thousands except MER percentages)

For the Three Months
Ended June 30,		For the Six Months Ended June 30,
2026202520262025
Revenue
Performance Suite$484,503 $267,917 $807,806 $570,938 
Specialty Technology and Services Suite78,161 81,401 158,960 164,222 
Administrative Services47,989 55,880 97,576 113,071 
Cases41,867 39,130 84,424 79,746 
Total revenue652,520 444,328 1,148,766 927,977 
Less:
Revenue from Evolent Care Partners— 15,469 — 73,268 
Performance Suite revenue less revenue from Evolent Care Partners484,503 252,448 807,806 497,670 
Total claims incurred related to our specialty care management services solution461,520 214,247 763,297 420,239 
Medical expense ratio95.3 %80.0 %94.5 %73.6 %
Medical expense ratio excluding Evolent Care Partners95.3 %84.9 %94.5 %84.4 %

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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 June 30,For the Six Months Ended June 30,
2026202520262025
Net loss attributable to common shareholders of Evolent Health, Inc.$(28,364)$(51,090)$(54,996)$(123,340)
Net loss margin(4.3)%(11.5)%(4.8)%(13.3)%
Less:
Interest income703 1,084 1,717 2,358 
Interest expense(16,859)(11,601)(33,727)(21,986)
Benefit from (provision for) income taxes(2,715)825 (3,625)(645)
Depreciation and amortization expenses(21,566)(23,141)(43,121)(47,199)
Extinguishment of Series A Preferred Stock and other refinancing fees— (9,000)— (9,000)
Gain (loss) from equity method investees(41)197 (52)178 
Loss on option exercise— (196)— (52,544)
Change in fair value of contingent consideration — (3,206)— (2,926)
Other income (expense), net109 (35)851 (83)
Loss on lease termination— — — (1,906)
Stock-based compensation expense(15,201)(11,580)(25,850)(22,661)
Severance costs(275)(791)(275)(1,805)
Dividends and accretion of Series A Preferred Stock— (31,193)— (38,825)
Transaction-related costs(569)— (1,031)(703)
Adjusted EBITDA$28,050 $37,547 $50,117 $74,407 
Adjusted EBITDA margin4.3 %8.5 %4.4 %8.0 %

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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 June 30,For the Six Months Ended June 30,
2026202520262025
Net loss attributable to common shareholders of Evolent Health, Inc.$(28,364)$(51,090)$(54,996)$(123,340)
Less:
Loss from equity method investees(41)197 (52)178 
Other income (expense), net109 (35)851 (83)
Benefit from (provision for) income taxes(2,715)825 (3,625)(645)
Change in fair value of contingent consideration— (3,206)— (2,926)
Extinguishment of Series A Preferred Stock and other refinancing fees— (9,000)— (9,000)
Loss on option exercise— (196)— (52,544)
Purchase accounting adjustments(12,490)(13,364)(24,980)(26,729)
Loss on lease termination— — — (1,906)
Stock-based compensation expense(15,201)(11,580)(25,850)(22,661)
Severance costs(275)(791)(275)(1,805)
Transaction-related costs(569)— (1,031)(703)
Tax impact (1)
592 (2,927)(7)(948)
Adjusted income (loss) attributable to common shareholders$2,226 $(11,013)$(27)$(3,568)
Loss per share attributable to common shareholders
Basic and diluted$(0.25)$(0.44)$(0.49)$(1.07)
Adjusted income (loss) per share attributable to common shareholders
Basic and diluted$0.02 $(0.10)$— $(0.03)
Weighted-average common shares
Basic and diluted112,542 115,882 112,225 115,600 
————————
(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,” “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, and the closing of pending transactions and the outcome of contingencies, such as legal proceedings. 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 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 agreement 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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Source: View Original Filing on SEC EDGAR

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