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Evolent Health, Inc 8-K Filings

EVH NYSE

Every 8-K that Evolent Health, Inc (EVH) has filed with the SEC in the last 24 months is listed below, newest first, and each one links through to the document itself with the summary and the scores our analysis gives it.

A 8-K covers material events a company has to report between its quarterly reports, so if you follow EVH and want that one kind of document rather than the whole filing history, this is the page to keep. The company's other filings, of every form, are on the full EVH filings page.

Rhea-AI 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.

Rhea-AI Summary

Evolent Health, Inc. reported the results of its 2026 annual stockholder meeting held on June 4, 2026. Stockholders elected ten director nominees to one-year terms ending at the 2027 annual meeting. Each nominee received significantly more votes “for” than “against,” with substantial broker non-votes recorded.

Stockholders also ratified Deloitte & Touche LLP as independent registered public accounting firm for the fiscal year ending December 31, 2026. An advisory vote approved 2025 compensation for named executive officers, and investors approved an amendment to the Amended and Restated 2015 Omnibus Incentive Compensation Plan, supporting the company’s executive pay and equity incentive framework.

Rhea-AI 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.

Rhea-AI Summary

Evolent Health reported weaker 2025 GAAP results but stable adjusted profitability and set cautious 2026 targets. Full-year 2025 revenue was $1.88 billion, down from $2.55 billion in 2024, while net loss widened to $579.4 million with a net loss margin of 30.9%.

Results were heavily impacted by a $398 million goodwill impairment, a $52.5 million loss on option exercise and refinancing-related charges. By contrast, adjusted EBITDA was $151.2 million with an 8.1% margin, up from a 6.3% margin in 2024, and adjusted income attributable to common shareholders was $10.4 million.

Management forecast 2026 revenue of $2.4–$2.6 billion and adjusted EBITDA of $110–$140 million, implying strong top-line growth but lower adjusted EBITDA than 2025 as new Performance Suite contracts and health-plan membership shifts pressure margins early in the year.

Rhea-AI Summary

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

Rhea-AI Summary

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

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

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

Rhea-AI Summary

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

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

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

Rhea-AI Summary

Evolent Health, Inc. reaffirmed its outlook for the three months ending September 30, 2025, guiding Revenue between $460 and $480 million and Adjusted EBITDA between $34 and $42 million. The company also reaffirmed full-year 2025 Revenue guidance of $1.85 to $1.88 billion and Adjusted EBITDA of $140 to $165 million, excluding the impact of a planned divestiture.

Evolent’s subsidiary agreed to sell all shares of Evolent Care Partners Holding Company, Inc. to Privia Management Company, LLC for a purchase price of $100 million, subject to customary adjustments, plus a contingent payment of up to $13 million based on post-closing metrics. Closing is subject to customary conditions, including required state governmental approvals, and is anticipated in the fourth quarter of 2025, after which the company plans to provide updated guidance.

Rhea-AI Summary

Evolent Health, Inc. filed a Form 8-K disclosing agreements to issue convertible senior notes and related documents. The company entered into an Indenture dated August 21, 2025 with U.S. Bank Trust Company, National Association as trustee and included a form of 4.50% Convertible Senior Notes due 2031 as an exhibit. The filing also lists a Purchase Agreement dated August 18, 2025 with Oppenheimer & Co. Inc. and contains the cover page formatted as Inline XBRL. The report is signed by Jonathan D. Weinberg, General Counsel and Secretary.

Rhea-AI 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.

Rhea-AI Summary

Evolent Health (EVH) said on June 19, 2025 that oncology cost trends through May remain below its expectations, and the company reaffirmed full-year 2025 Adjusted EBITDA guidance of $135.0 million to $165.0 million and Q2 2025 Adjusted EBITDA guidance of $33.0 million to $40.0 million. The company stated it cannot meaningfully reconcile this non-GAAP guidance to net income because several significant reconciling items are not presently determinable. Separately, on June 19 the company and EVH LLC entered a Commitment Letter with Ares Management credit funds for an incremental debt facility to provide non-dilutive capital to retire its 2025 Convertible Notes by October 15, 2025 and to fund working capital, with a post-payoff cash target of no more than $125.0 million.