Evolent Health (EVH) CAO awarded PSUs while shares withheld for taxes

Rhea-AI Filing Summary

Evolent Health Chief Accounting Officer Shams Aammaad reported equity compensation activity and related tax withholding transactions. He received a grant of 55,173 performance-based share units (PSUs) and 1,686 shares of Class A Common Stock as awards. In separate moves, a total of 4,311, 850 and 2,577 Class A shares were withheld to cover tax obligations upon vesting and settlement of prior awards, described as tax-withholding dispositions rather than open-market sales. The new PSUs can be earned based on stock price performance conditions measured from March 1, 2027 to February 28, 2029, with potential payout from 0% to 250% of the target level, subject to service-based conditions.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Shams Aammaad

(Last) (First) (Middle)

C/O EVOLENT HEALTH, INC.

1812 N. MOORE ST., STE. 1705

(Street)

ARLINGTON VA 22209

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Evolent Health, Inc. [ EVH ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Accounting Officer

3. Date of Earliest Transaction (Month/Day/Year)
03/01/2026

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Class A Common Stock	03/01/2026		F		2,577(1)	D	$3.25	70,322(2)	D
Class A Common Stock	03/02/2026		A		1,686(3)	A	$0	72,008(2)	D
Class A Common Stock	03/02/2026		F		850(4)	D	$3.58	71,158(2)	D
Class A Common Stock	03/03/2026		F		4,311(1)	D	$3.51	66,847(2)	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Performance-Based Share Unit	(5)	03/02/2026		A		55,173(5)		03/01/2027	02/28/2029	Class A Common Stock	55,173	$0	55,173	D

Explanation of Responses:

1. This number represents shares of Class A Common Stock withheld to satisfy the tax withholding obligation due upon vesting of restricted stock units.

2. Includes restricted stock units granted under awards reported on Table 1 of Form 4s previously filed with the Securities and Exchange Commission.

3. Represents the number of shares received upon the settlement of the performance-based share units (PSUs) awarded to the reporting person on March 1, 2024, following the certification of achievement of specified performance metrics by the Compensation Committee of the Company's Board of Directors on March 2, 2026. The shares underlying the PSU award vested at the conclusion of the performance period on December 31, 2025.

4. This number represents shares of Class A Common Stock withheld to satisfy the tax withholding obligation due upon settlement of performance-based share units.

5. Represents performance-based share units (PSUs) granted to Mr. Shams pursuant to the Evolent Health, Inc. Amended and Restated 2015 Omnibus Incentive Compensation Plan. The PSUs may be earned based on the achievement of certain stock price performance conditions from March 1, 2027 to February 28, 2029, subject to satisfying certain service-based conditions. Each PSU is shown at the target level, and the actual amount earned after completion of the performance period may range from 0% to 250% of the target level.

Remarks:

	/s/ Jonathan Weinberg, Attorney-in-fact	03/04/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

What insider transactions did Evolent Health (EVH) report for Shams Aammaad?

Evolent Health reported that Chief Accounting Officer Shams Aammaad received equity awards and had shares withheld for taxes. He was granted 55,173 performance-based share units and 1,686 Class A shares, while several thousand shares were withheld to satisfy tax obligations on prior vesting and settlement events.

Were the Evolent Health (EVH) insider dispositions open-market stock sales?

No, the dispositions were tax-related. The filing states the Class A Common Stock amounts labeled with code F were shares withheld to satisfy tax withholding obligations upon vesting or settlement of restricted stock units and performance-based share units, not open-market sales by the executive.

What are the terms of the 55,173 PSUs granted to the Evolent Health (EVH) CAO?

The 55,173 performance-based share units may be earned based on specified stock price performance conditions from March 1, 2027 to February 28, 2029. Payout also depends on service-based conditions, and actual shares earned can range from 0% to 250% of the target amount.

How many Evolent Health (EVH) shares does Shams Aammaad hold after these transactions?

After the reported non-derivative transactions, Shams Aammaad directly holds 66,847 shares of Class A Common Stock in one line and 70,322 or 71,158 or 72,008 shares in others, reflecting different reporting lines. He also directly holds 55,173 performance-based share units as a derivative award.

Why were Evolent Health (EVH) shares withheld from Shams Aammaad’s awards?

Shares were withheld to cover tax obligations tied to equity vesting and settlement. The filing explains that specific Class A Common Stock amounts were retained by the company to satisfy withholding taxes due on restricted stock units and performance-based share units, instead of using cash payments.

How were the previously awarded Evolent Health (EVH) PSUs settled for Shams Aammaad?

Previously awarded performance-based share units granted on March 1, 2024 settled into shares after the Compensation Committee certified performance on March 2, 2026. The underlying shares vested at the end of the performance period on December 31, 2025, with part of the shares withheld to cover tax obligations.