Evolent Health (NYSE: EVH) GC logs PSU grant and tax-share withholdings

Rhea-AI Filing Summary

Evolent Health, Inc. General Counsel Jonathan Weinberg reported several equity compensation transactions involving the company’s Class A Common Stock and performance-based share units. On March 2, 2026, he received a grant of 179,661 performance-based share units at no cash cost and a separate award of 4,910 shares of Class A Common Stock.

On the same date, 1,896 shares were withheld at prices of $3.58 per share to cover tax obligations, and on March 1, 2026, an additional 4,406 shares were withheld at $3.25 per share for tax withholding. On March 3, 2026, a further 8,275 shares were withheld at $3.51 per share for tax liabilities. These “F” coded transactions reflect tax-withholding dispositions, not open-market sales, and left Weinberg with 244,512 shares of Class A Common Stock held directly.

Footnotes explain that some shares were delivered upon settlement of earlier performance-based awards after achievement of specified performance metrics, and the new PSUs may be earned between March 1, 2027 and February 28, 2029 based on stock price and service conditions, with potential payout from 0% to 250% of target.

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^*

Weinberg Jonathan

(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)
	General Counsel

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		4,406(1)	D	$3.25	249,773(2)	D
Class A Common Stock	03/02/2026		A		4,910(3)	A	$0	254,683(2)	D
Class A Common Stock	03/02/2026		F		1,896(4)	D	$3.58	252,787(2)	D
Class A Common Stock	03/03/2026		F		8,275(1)	D	$3.51	244,512(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		179,661(5)		03/01/2027	02/28/2029	Class A Common Stock	179,661	$0	179,661	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. Weinberg 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	03/04/2026
	** Signature of Reporting Person	Date
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FAQ

What insider transactions did Evolent Health (EVH) report for Jonathan Weinberg?

Evolent Health’s General Counsel Jonathan Weinberg reported equity compensation activity, including grants of performance-based share units and Class A Common Stock, plus several tax-withholding dispositions where shares were withheld to satisfy tax obligations tied to vesting and settlement of prior awards.

How many performance-based share units did EVH grant to Jonathan Weinberg?

Jonathan Weinberg received a grant of 179,661 performance-based share units at target level. These units can be earned based on stock price performance and service conditions, with the final amount ranging from 0% to 250% of the target after the performance period.

Were the Evolent Health (EVH) Form 4 transactions open-market stock sales?

The Form 4 shows tax-withholding dispositions, not open-market sales. Shares coded “F” were withheld by Evolent Health to cover tax liabilities arising from vesting or settlement of restricted stock units and performance-based share units previously awarded to Jonathan Weinberg.

What is Jonathan Weinberg’s Class A Common Stock holding after these EVH transactions?

After the reported transactions, Jonathan Weinberg directly holds 244,512 shares of Evolent Health Class A Common Stock. This figure reflects grants and shares withheld for taxes, as disclosed in the Form 4’s post-transaction ownership amounts for the non-derivative securities.

Over what period can Jonathan Weinberg’s new EVH performance units be earned?

The performance-based share units granted to Jonathan Weinberg may be earned based on stock price performance from March 1, 2027 to February 28, 2029. Earning them also requires meeting service-based conditions during this period, with potential payout between 0% and 250% of target.

How are the EVH performance-based share units for Jonathan Weinberg structured?

Each performance-based share unit is granted at a target level, with the actual number earned depending on specific stock price performance conditions and continued service. After the performance period, the payout can be anywhere from 0% to 250% of the original target units.