Evolent Health (NYSE: EVH) CEO reports PSU grant and tax-withheld share dispositions

Rhea-AI Filing Summary

Evolent Health, Inc. CEO Seth Blackley reported equity award activity and related tax-withholding transactions. He received a grant of 1,425,310 performance-based share units at a price of $0.00 per unit and acquired 58,921 shares of Class A Common Stock upon settlement of earlier performance-based units.

To cover tax obligations tied to these vesting and settlement events, a total of 24,053, 17,736, and 9,537 shares of Class A Common Stock were withheld at per-share prices of $3.51, $3.58, and $3.25, respectively. After these transactions, Blackley directly owned 836,962 shares of Class A Common Stock and 1,425,310 performance-based share units, with the new PSUs eligible to be earned from March 1, 2027 to February 28, 2029 based on stock price and service conditions.

Insider Trade Summary

5 transactions reported

Mixed 5 txns

Insider Blackley Seth

Role Chief Executive Officer

Type	Security	Shares	Price	Value
Tax Withholding	Class A Common Stock	24,053	$3.51	$84K
Grant/Award	Performance-Based Share Unit	1,425,310	$0.00	--
Grant/Award	Class A Common Stock	58,921	$0.00	--
Tax Withholding	Class A Common Stock	17,736	$3.58	$63K
Tax Withholding	Class A Common Stock	9,537	$3.25	$31K

Holdings After Transaction: Class A Common Stock — 836,962 shares (Direct); Performance-Based Share Unit — 1,425,310 shares (Direct)

Footnotes (1)

1. This number represents shares of Class A Common Stock withheld to satisfy the tax withholding obligation due upon vesting of restricted stock units. Includes restricted stock units granted under awards reported on Table 1 of Form 4s previously filed with the Securities and Exchange Commission. 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. This number represents shares of Class A Common Stock withheld to satisfy the tax withholding obligation due upon settlement of performance-based share units. Represents performance-based share units (PSUs) granted to Mr. Blackley 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.

Form 4 Insider Transactions: What Each Field Means →

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

OMB APPROVAL

OMB Number:			3235-0287
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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^*

Blackley Seth

(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)

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Executive 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		9,537(1)	D	$3.25	819,830(2)	D
Class A Common Stock	03/02/2026		A		58,921(3)	A	$0	878,751(2)	D
Class A Common Stock	03/02/2026		F		17,736(4)	D	$3.58	861,015(2)	D
Class A Common Stock	03/03/2026		F		24,053(1)	D	$3.51	836,962(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		1,425,310(5)		03/01/2027	02/28/2029	Class A Common Stock	1,425,310	$0	1,425,310	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. Blackley 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 did Evolent Health (EVH) CEO Seth Blackley report in this Form 4?

Seth Blackley reported new equity awards and related tax-withholding share dispositions. He received performance-based share units and Class A Common Stock from prior awards, while shares were withheld to satisfy tax obligations tied to vesting and settlement events under Evolent Health’s incentive plan.

How many performance-based share units did the Evolent Health (EVH) CEO receive?

Seth Blackley received 1,425,310 performance-based share units at a grant price of $0.00 per unit. These units can be earned based on stock price performance conditions between March 1, 2027 and February 28, 2029, subject to additional service-based requirements and a payout range of 0% to 250% of target.

Were any Evolent Health (EVH) shares sold by the CEO in the open market?

The filing shows tax-withholding dispositions, not open-market sales. Shares of Class A Common Stock were withheld to satisfy tax liabilities when restricted stock units and performance-based share units vested or settled, as described in the footnotes, rather than being sold in discretionary open-market transactions.

How many Evolent Health (EVH) shares were withheld for taxes for the CEO?

Shares withheld for tax obligations totaled 24,053, 17,736, and 9,537 Class A shares in three separate transactions. Footnotes explain these withholdings related to vesting of restricted stock units and settlement of performance-based share units, using share delivery instead of cash to cover tax liabilities.

What is the vesting and performance period for the new Evolent Health (EVH) PSUs?

The new performance-based share units may be earned based on stock price performance from March 1, 2027 to February 28, 2029. Footnotes state these units are also subject to service-based conditions, with actual shares earned ranging from 0% to 250% of the target award.

How many Evolent Health (EVH) shares does the CEO own after these transactions?

After the reported transactions, Seth Blackley directly owned 836,962 shares of Class A Common Stock. He also directly held 1,425,310 performance-based share units, which represent a potential future equity award depending on the achievement of specified stock price and service conditions.