Evolent Health (NYSE: EVH) sells 4.5% 2031 converts to refinance 2025 notes

Rhea-AI Filing Summary

Evolent Health, Inc. has priced and increased its offering of 4.50% convertible senior notes due 2031 to $145.0 million, with an option for initial purchasers to buy up to an additional $21.75 million, for a potential total of $166.75 million in notes. The company expects to use about $100.2 million of net proceeds, together with available liquidity, to repurchase approximately $167.4 million principal amount of its existing 1.50% convertible senior notes due 2025 for roughly $167.6 million in cash, effectively refinancing nearer-term debt.

Evolent also plans to use around $40.0 million of the proceeds to repurchase shares of its Class A common stock in privately negotiated transactions at the last reported sale price on August 18, 2025. The new notes and any Class A shares issuable upon conversion will not be registered under the Securities Act and will be sold only under applicable exemptions.

Insights

Capital structure and credit analyst

Evolent refinances 2025 converts and funds a share buyback with new 2031 convertible notes.

Evolent Health is issuing 4.50% convertible senior notes due 2031, upsizing the deal to $145.0 million with an option for an additional $21.75 million. This extends its debt maturity profile by replacing a portion of its 1.50% convertible senior notes due 2025 with longer-dated paper, albeit at a higher coupon, while retaining flexibility through the conversion feature.

The company plans to use about $100.2 million of net proceeds plus liquidity to repurchase roughly $167.4 million principal of the 2025 notes for about $167.6 million in cash, and about $40.0 million to repurchase Class A common stock. This combination of refinancing and equity buyback reshapes the capital structure, but the net effect on leverage and dilution depends on future conversion behavior and any exercise of the additional notes option.

8-K Event Classification

2 items: 8.01, 9.01

2 items

Item 8.01 Other Events Other

Voluntary disclosure of events the company deems important to shareholders but not covered by other items.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Understanding 8-K Material Events →

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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 18, 2025

Date of Report (Date of earliest event reported)

Evolent Health, Inc.

(Exact name of registrant as specified in its charter)

Delaware		001-37415		32-0454912
(State or other jurisdiction of incorporation)		(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, former address and former fiscal year, 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 class		Trading Symbol(s)		Name of each exchange on which registered
Class A Common Stock of Evolent Health, Inc., par value $0.01 per share		EVH		New 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 8.01. Other Events

On August 19, 2025, Evolent Health, Inc. (the “Company” or “we”) issued a press release announcing the pricing and the upsize of its previously announced offering of $140.0 million aggregate principal amount of 4.50% convertible senior notes due 2031 (the “notes”). The Company has granted the initial purchasers in the offering an option to purchase up to an additional $21.75 million aggregate principal amount of notes. The Company has increased the size of the offering from $140.0 million to $145.0 million (or $166.75 million if the initial purchasers’ option to purchase additional notes is exercised in full). A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

The Company expects to use approximately $100.2 million of the net proceeds from the offering, plus available liquidity, to repurchase approximately $167.4 million aggregate principal of its 1.50% convertible senior notes due 2025 (the “2025 Notes”) for approximately $167.6 million in cash in note repurchases entered into concurrently with the pricing of the notes. The Company also expects to use approximately $40.0 million of the net proceeds from the offering to repurchase shares of the Company’s Class A common stock concurrently with the pricing of the offering in privately negotiated transactions effected with or through one of the initial purchasers or its affiliate at a purchase price per share equal to the last reported sale price of the Company’s Class A common stock on August 18, 2025. If the initial purchasers exercise their option to purchase additional notes, the Company expects to use the net proceeds from the sale of the additional notes to reduce the amount of available liquidity required to repurchase or repay the 2025 Notes.

The notes and the Class A common stock of the Company, par value $0.01, issuable upon conversion of the notes will not be registered under the Securities Act of 1933, as amended (the “Securities Act”) or any state securities laws, and unless so registered, may not be offered or sold in the United States, except pursuant to an exemption from the registration requirements of the Securities Act and applicable state securities laws.

This report shall not constitute an offer to sell or a solicitation of an offer to buy the securities described herein, nor shall there be any sale of these securities in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities law of any such jurisdiction.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.		Description of Exhibit
99.1		Press Release of Evolent Health, Inc. dated August 19, 2025
104		The cover page from this Current Report on Form 8-K, formatted as Inline XBRL

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

				EVOLENT HEALTH, INC.
Date: August 19, 2025				By:		/s/ Jonathan D. Weinberg
				Name:		Jonathan D. Weinberg
				Title:		General Counsel and Secretary

FAQ

What type of securities is Evolent Health (EVH) issuing in this transaction?

Evolent Health is issuing 4.50% convertible senior notes due 2031, with an offering size of $145.0 million and an option for initial purchasers to buy up to an additional $21.75 million of notes.

How will Evolent Health (EVH) use the proceeds from the new 2031 convertible notes?

Evolent expects to use about $100.2 million of net proceeds plus available liquidity to repurchase approximately $167.4 million principal of its 1.50% convertible senior notes due 2025, and around $40.0 million to repurchase shares of its Class A common stock.

What amount of Evolent Health's 1.50% convertible senior notes due 2025 is being repurchased?

The company has entered into repurchases for approximately $167.4 million aggregate principal of its 1.50% convertible senior notes due 2025 for about $167.6 million in cash.

Will the new Evolent Health convertible notes and related common stock be registered with the SEC?

The notes and the Class A common stock issuable upon conversion will not be registered under the Securities Act or state securities laws and may only be offered or sold in the United States under applicable registration exemptions.

How is Evolent Health (EVH) handling share repurchases in connection with this offering?

Evolent plans to use about $40.0 million of the net proceeds to repurchase its Class A common stock in privately negotiated transactions at a price per share equal to the last reported sale price on August 18, 2025.

What happens if the initial purchasers exercise their option to buy additional Evolent Health notes?

If the option to purchase up to an additional $21.75 million of notes is exercised, Evolent expects to use the additional net proceeds to reduce the amount of available liquidity required to repurchase or repay the 2025 notes.