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Evolent (NYSE: EVH) trims Q1 2026 loss as costs rise, keeps outlook

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

Rhea-AI Filing Summary

Evolent Health, Inc. reported first quarter 2026 revenue of $496.2 million, slightly above $483.6 million a year ago, as demand for its complex specialty care solutions remained strong. Net loss attributable to common shareholders narrowed to $26.6 million from $72.3 million, with loss per share improving to $(0.24) from $(0.63).

Profitability metrics weakened on an adjusted basis. Adjusted EBITDA declined to $22.1 million from $36.9 million and adjusted income swung to a $2.3 million loss from $7.4 million of income, reflecting higher medical costs. The medical expense ratio rose to 93.3%, indicating a larger share of revenue flowing to medical claims.

The company highlighted two new revenue agreements, including an imaging contract covering about 4.5 million lives and a Performance Suite expansion expected to generate over $200 million in annual revenue starting in the third quarter, subject to regulatory approvals. Evolent reiterated full-year 2026 guidance for revenue of $2.4–$2.6 billion and adjusted EBITDA of $110–$140 million. Cash and cash equivalents were $142.0 million as of March 31, 2026.

Positive

  • None.

Negative

  • None.

Insights

Revenue is growing and losses are narrowing, but cost pressure is squeezing margins.

Evolent delivered Q1 2026 revenue of $496.2M, modestly above $483.6M last year, showing continued adoption of its specialty care solutions. The GAAP net loss improved to $26.6M from $72.3M as prior-year items like the loss on option exercise rolled off.

However, profitability quality softened. Adjusted EBITDA fell to $22.1M with a 4.4% margin versus $36.9M and 7.6% a year earlier, and adjusted income to shareholders turned to a small loss. The medical expense ratio of 93.3% signals higher medical costs relative to Performance Suite revenue, an important efficiency metric.

Management reiterated full-year 2026 revenue guidance of $2.4B–$2.6B and Adjusted EBITDA of $110M–$140M, and announced new agreements including an imaging contract covering about 4.5 million lives and a Performance Suite expansion expected to add over $200M in annual revenue starting in Q3 2026, subject to regulatory approvals. These additions support the growth outlook, while future disclosures will show whether cost ratios stabilize.

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.
Q1 2026 Revenue $496.2M Revenue for the three months ended March 31, 2026
Q1 2026 Net loss $26.6M Net loss attributable to common shareholders; margin (5.4%)
Q1 2026 Adjusted EBITDA $22.1M Adjusted EBITDA with 4.4% margin for Q1 2026
Medical Expense Ratio 93.3% Q1 2026 MER for specialty care management services
Annual revenue from expansion Over $200M Expected annual revenue from Performance Suite expansion, Q3 2026 start
Cash and cash equivalents $142.0M Cash and cash equivalents as of March 31, 2026
2026 Revenue guidance $2.4B–$2.6B Full-year 2026 revenue guidance range reiterated
2026 Adjusted EBITDA guidance $110M–$140M Full-year 2026 Adjusted EBITDA guidance range reiterated
Adjusted EBITDA financial
"Adjusted EBITDA | $ | 22,067 | | | | | | $ | 36,860 |"
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 | 93.3 | % | | | | | 68.0 | %"
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
"Performance Suite | 6,078 | | | | | | 6,486 |"
Adjusted income (loss) attributable to common shareholders financial
"Adjusted income (loss) attributable to common shareholders | | | | | $ | (2,253) |"
capitalized software development financial
"The Company expects to deploy approximately $25 million to $30 million in cash for capitalized software development during 2026."
Capitalized software development is the accounting practice of treating certain costs to build or significantly improve software as a long-term asset on the balance sheet rather than as an immediate expense. For investors, this matters because it raises reported profits in the short term and increases assets, similar to recording the cost of constructing a house instead of calling it a monthly repair, so you should watch how much and which projects a company capitalizes to judge true profitability and future benefit.
tax receivables agreement liability financial
"Tax receivables agreement liability | 108,909 | | | 108,909 |"
Revenue $496.2M
Net loss attributable to common shareholders $26.6M
Adjusted EBITDA $22.1M
Guidance

For full-year 2026, Evolent reiterates revenue guidance of $2.4–$2.6 billion and Adjusted EBITDA guidance of approximately $110–$140 million.

Understanding 8-K Material Events →
0001628908false00016289082026-05-072026-05-07

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

May 7, 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 May 7, 2026, Evolent Health, Inc. (the "Company") issued a press release announcing its financial results for the quarter ended March 31, 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 May 7, 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: May 7, 2026

Exhibit 99.1

evhnewlogo.jpg
Evolent Announces First Quarter 2026 Results


WASHINGTON (May 7, 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 March 31, 2026.

Seth Blackley, Co-Founder and Chief Executive Officer of Evolent stated, “I am happy with the strong start to the year. We are on track with our plan and have had successful, on-time oncology launches at both Highmark and Aetna. As we look into 2027 and beyond, we remain focused on both extending our market leadership in oncology and addressing the big opportunity we have with AI, all while fulfilling our commitments to shareholders, employees and customers.”

Highlights for the three months ended March 31, 2026 include (dollars in thousands, except for average PMPM fees and revenue per case):

For the Three Months Ended March 31,
20262025
Financial Results:
Revenue$496,246 $483,649 
Net loss attributable to common shareholders of Evolent Health, Inc.
$(26,632)$(72,250)
Net loss margin(5.4)%(14.9)%
Adjusted EBITDA$22,067 $36,860 
Adjusted EBITDA Margin4.4 %7.6 %
Average Lives on Platform/Cases
Performance Suite6,078 6,486 
Specialty Technology and Services Suite76,101 77,079 
Administrative Services1,118 1,213 
Cases11 14 
Average Unique Members38,903 40,628 
Average PMPM Fees/ Revenue per Case
Performance Suite$17.73 $15.57 
Specialty Technology and Services Suite0.35 0.36 
Administrative Services14.78 15.72 
Cases3,772 2,947 
Medical Expense Ratio93.3 %68.0 %
Medical Expense Ratio excluding Evolent Care Partners93.3 %84.0 %

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

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Evolent announced two new revenue agreements:

•An existing Performance Suite client has signed a contract for our advanced imaging solution, which is expected to go live in the third quarter, subject to state regulatory approvals in certain states, with approximately 4.5 million lives across the Commercial, Medicaid and Medicare lines of business.

•In the Performance Suite, one of our national payer clients is expanding their line‑of‑business reach of our existing Oncology and Cardiology solution into several new markets across the Commercial and Medicare lines of business. This expansion is expected to generate over $200 million of annual revenue and is scheduled to go live in the third quarter subject to regulatory approvals in certain 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 March 31,
20262025
Revenue $496,246 $483,649 
Cost of revenue $412,472 $381,178 
Selling, general and administrative expenses$72,818 $78,409 
Net loss attributable to common shareholders of Evolent Health, Inc.$(26,632)$(72,250)
Net loss margin (5.4)%(14.9)%
Loss per share attributable to common shareholders of Evolent Health, Inc.
Basic and diluted$(0.24)$(0.63)

Total cash and cash equivalents was $142.0 million as of March 31, 2026.

Adjusted Results

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

For the Three Months Ended March 31,
20262025
Adjusted cost of revenue $411,953 $380,521 
Adjusted selling, general and administrative expenses $62,226 $66,268 
Adjusted EBITDA $22,067 $36,860 
Adjusted EBITDA margin4.4 %7.6 %
Adjusted income (loss) attributable to common shareholders $(2,253)$7,445 
Adjusted income (loss) per share attributable to common shareholders:
Basic$(0.02)$0.06 

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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 reiterating its 2026 revenue guidance range of $2.4 billion to $2.6 billion and Adjusted EBITDA range of approximately $110 million to $140 million, respectively.

Additional Outlook Information

The Company expects to deploy approximately $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, May 7, 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.

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
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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, plus members managed by Complex Care in capitation arrangements and 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.
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EVOLENT HEALTH, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)
(unaudited, in thousands, except per share data)

For the Three Months Ended March 31,
20262025
Revenue$496,246 $483,649 
Expenses
Cost of revenue412,472 381,178 
Selling, general and administrative expenses72,818 78,409 
Depreciation and amortization expenses21,555 24,058 
Loss on lease termination — 1,906 
Change in fair value of contingent consideration— (280)
Operating expenses506,845 485,271 
Operating loss(10,599)(1,622)
Interest income1,014 1,274 
Interest expense(16,868)(10,385)
Loss from equity method investees(11)(19)
Loss on option exercise— (52,348)
Other income (expense), net 742 (48)
Loss before income taxes(25,722)(63,148)
Provision for income taxes910 1,470 
Loss before preferred dividends and accretion of Series A Preferred Stock including excise tax(26,632)(64,618)
Dividends and accretion of Series A Preferred Stock including excise tax— (7,632)
Net loss attributable to common shareholders of Evolent Health, Inc.$(26,632)$(72,250)
Loss per common share
Basic and diluted$(0.24)$(0.63)
Weighted-average common shares outstanding
Basic and diluted111,905 115,315 
Comprehensive loss
Net loss attributable to common shareholders of Evolent Health, Inc.$(26,632)$(72,250)
Other comprehensive loss, net of taxes, related to:
Foreign currency translation adjustment(1,002)24 
Total comprehensive loss attributable to common shareholders of Evolent Health, Inc.$(27,634)$(72,226)


5

EVOLENT HEALTH, INC.
CONSOLIDATED BALANCE SHEETS
(in thousands, except share data)
March 31, 2026December 31, 2025
(unaudited)
ASSETS
Current assets:
Cash and cash equivalents$142,028 $151,856 
Restricted cash23,977 26,134 
Accounts receivable, net314,158 309,861 
Prepaid expenses and other current assets21,847 18,521 
Total current assets502,010 506,372 
Restricted cash2,739 2,706 
Investments and equity method investees8,955 8,966 
Property and equipment, net81,181 80,785 
Right-of-use assets - operating3,866 4,373 
Prepaid expenses and other noncurrent assets2,250 3,078 
Contract cost assets13,731 13,537 
Intangible assets, net569,682 584,937 
Goodwill694,433 694,482 
Total assets$1,878,847 $1,899,236 
LIABILITIES AND SHAREHOLDERS’ EQUITY
Liabilities
Current liabilities:
Accounts payable$63,007 $59,776 
Accrued liabilities45,063 65,755 
Operating lease liability - current8,779 15,343 
Accrued compensation and employee benefits31,007 50,987 
Deferred revenue1,417 1,203 
Reserve for claims and performance - based arrangements231,962 192,196 
Total current liabilities381,235 385,260 
Long-term debt, net973,486 970,537 
Other long-term liabilities8,091 8,012 
Tax receivables agreement liability108,909 108,909 
Operating lease liabilities - noncurrent3,160 3,818 
Deferred tax liabilities, net7,573 7,506 
Total liabilities1,482,454 1,484,042 
Shareholders' Equity
Class A common stock - $0.01 par value; 750,000,000 shares authorized; 118,449,473 and 117,603,806 shares issued, respectively
1,185 1,176 
Additional paid-in-capital1,802,222 1,793,398 
Accumulated other comprehensive loss(3,626)(2,624)
Retained earnings (accumulated deficit)(1,341,959)(1,315,327)
Treasury stock, at cost; 5,971,712 and 5,971,712 shares issued, respectively
(61,429)(61,429)
Total shareholders’ equity396,393 415,194 
Total liabilities and shareholders’ equity$1,878,847 $1,899,236 
6

EVOLENT HEALTH, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(unaudited, in thousands)
For the Three Months Ended March 31,
20262025
Cash Flows (Used In) Provided by Operating Activities
Loss before preferred dividends and accretion of Series A Preferred Stock$(26,632)$(64,618)
Adjustments to reconcile net loss to net cash and restricted cash provided by operating activities:
Change in fair value of contingent consideration— (280)
Loss (gain) from equity method investees11 19 
Loss on option exercise— 52,348 
Depreciation and amortization expenses21,555 24,058 
Stock-based compensation expense10,649 11,081 
Deferred tax benefit577 295 
Amortization of contract cost assets931 1,237 
Amortization of deferred financing costs2,949 1,154 
Loss on lease termination— 1,906 
Right-of-use operating assets507 408 
Other current operating cash inflows (outflows), net— 2 
Changes in assets and liabilities, net of acquisitions:
Accounts receivable, net and contract assets(4,297)(15,815)
Prepaid expenses and other current and non-current assets(3,372)(7,729)
Contract cost assets(1,125)(1,193)
Accounts payable5,388 3,264 
Accrued liabilities(20,982)(18,879)
Operating lease liabilities(7,222)(2,820)
Accrued compensation and employee benefits(19,980)2,195 
Deferred revenue214 2,510 
Reserve for claims and performance-based arrangements39,766 15,137 
Other long-term liabilities79 285 
Net cash and restricted cash (used in) provided by operating activities(984)4,565 
Cash Flows Used In Investing Activities
Cash paid for asset acquisitions and business combinations— (4,498)
Investments in internal-use software and purchases of property and equipment(6,406)(8,595)
Net cash and restricted cash used in investing activities(6,406)(13,093)
Cash Flows (Used In) Provided by Financing Activities
Changes in working capital balances related to claims processing(2,157)(41,476)
Proceeds from issuance of long-term debt, net of offering costs— 221,000 
Repayment of debt— (62,500)
Payment of preferred dividends— (4,577)
Taxes withheld and paid for vesting of equity awards(1,816)(4,593)
Net cash and restricted cash (used in) provided by financing activities(3,973)107,854 
Effect of exchange rate on cash and cash equivalents and restricted cash(589)23 
Net increase (decrease) in cash and cash equivalents and restricted cash(11,952)99,349 
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$168,744 $277,845 

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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, 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 loss from equity method investees, other income (expense), net, provision for income taxes, change in fair value of contingent consideration, 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.
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
8

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.
9


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 March 31,
20262025
Cost of revenue$412,472 $381,178 
Less:
Stock-based compensation519 657 
Adjusted cost of revenue$411,953 $380,521 
Reconciliation of Adjusted Selling, General and Administrative Expenses to
Selling, General and Administrative Expenses
For the Three Months Ended March 31,
20262025
Selling, general and administrative expenses$72,818 $78,409 
Less:
Stock-based compensation10,130 10,424 
Severance costs— 1,014 
Transaction-related costs462 703 
Adjusted selling, general and administrative expenses$62,226 $66,268 

10



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

For the Three Months Ended March 31,
20262025
Revenue
Performance Suite$323,303 $303,021 
Specialty Technology and Services Suite80,799 82,821 
Administrative Services49,587 57,191 
Cases42,557 40,616 
Total revenue496,246 483,649 
Less:
Revenue from Evolent Care Partners— 57,799 
Performance Suite revenue less revenue from Evolent Care Partners323,303 245,222 
Total claims incurred related to our specialty care management services solution301,777 205,992 
Medical expense ratio93.3 %68.0 %
Medical expense ratio excluding Evolent Care Partners93.3 %84.0 %

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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 March 31,
20262025
Net loss attributable to common shareholders of Evolent Health, Inc.$(26,632)$(72,250)
Net loss margin(5.4)%(14.9)%
Less:
Interest income1,014 1,274 
Interest expense(16,868)(10,385)
Provision for income taxes(910)(1,470)
Depreciation and amortization expenses(21,555)(24,058)
Loss from equity method investees(11)(19)
Loss on option exercise— (52,348)
Change in fair value of contingent consideration — 280 
Other income (expense), net742 (48)
Loss on lease termination— (1,906)
Stock-based compensation expense(10,649)(11,081)
Severance costs— (1,014)
Dividends and accretion of Series A Preferred Stock— (7,632)
Transaction-related costs(462)(703)
Adjusted EBITDA$22,067 $36,860 
Adjusted EBITDA margin4.4 %7.6 %

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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 March 31,
20262025
Net loss attributable to common shareholders of Evolent Health, Inc.$(26,632)$(72,250)
Less:
Loss from equity method investees(11)(19)
Other income (expense), net742 (48)
Provision for income taxes(910)(1,470)
Change in fair value of contingent consideration— 280 
Loss on option exercise— (52,348)
Purchase accounting adjustments(12,490)(13,365)
Loss on lease termination— (1,906)
Stock-based compensation expense(10,649)(11,081)
Severance costs— (1,014)
Transaction-related costs(462)(703)
Tax impact (1)
(599)1,979 
Adjusted income (loss) attributable to common shareholders$(2,253)$7,445 
Loss per share attributable to common shareholders
Basic$(0.24)$(0.63)
Adjusted income (loss) per share attributable to common shareholders
Basic$(0.02)$0.06 
Weighted-average common shares
Basic111,905 115,315 
————————
(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;
14

•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.
15

Source: View Original Filing on SEC EDGAR

FAQ

How did Evolent Health (EVH) perform financially in Q1 2026?

Evolent generated revenue of $496.2 million in Q1 2026, slightly up from $483.6 million a year earlier. Net loss attributable to common shareholders narrowed to $26.6 million, with loss per share improving to $(0.24) from $(0.63).

What were Evolent Health’s key profitability metrics for Q1 2026?

Evolent reported Adjusted EBITDA of $22.1 million and an adjusted EBITDA margin of 4.4% in Q1 2026, down from $36.9 million and 7.6% in Q1 2025. Adjusted income to common shareholders shifted to a $2.3 million loss from $7.4 million of income.

What new revenue agreements did Evolent Health announce?

Evolent announced two agreements: an advanced imaging contract for approximately 4.5 million lives across multiple lines of business, and a Performance Suite expansion with a national payer expected to add over $200 million in annual revenue, both targeted to go live in Q3 2026, subject to approvals.

What guidance did Evolent Health provide for full-year 2026?

Evolent reiterated full-year 2026 revenue guidance of $2.4 billion to $2.6 billion and Adjusted EBITDA guidance of approximately $110 million to $140 million. This outlook incorporates year-to-date performance and assumes continued execution of its specialty care growth strategy.

What was Evolent Health’s cash position as of March 31, 2026?

As of March 31, 2026, Evolent held $142.0 million in cash and cash equivalents and had total assets of about $1.88 billion. Management also expects to deploy roughly $25–$30 million in cash for capitalized software development during 2026.

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