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  4. [Form 4] Evolent Health, Inc. Insider Trading Activity

Evolent president granted 302,585 stock units

Evolent Health, Inc. president Daniel McCarthy reported equity compensation activity and related tax withholding.

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

Evolent Health, Inc. president Daniel McCarthy reported equity compensation activity and related tax withholding. He received a grant of 302,585 restricted stock units of Class A Common Stock at no cost, approved by the Compensation Committee under the Amended and Restated 2015 Omnibus Incentive Compensation Plan. The award vests 34% on July 1, 2027, and 33% on July 1, 2028 and July 1, 2029. On the same date, 4,582 shares were withheld to cover tax obligations upon vesting of restricted stock units, a non-market disposition. After these transactions, McCarthy directly holds 721,025 shares of Class A Common Stock, including previously reported restricted stock units.

Positive

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Negative

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Insider McCarthy Daniel Joseph
Role PRESIDENT
Type Security Shares Price Value
Grant/Award Class A Common Stock 302,585 $0.00 $0.00
Exercise Price or Tax Liability Class A Common Stock 4,582 $5.74 $26K
Holdings After Transaction: Class A Common Stock — 721,025 shares (Direct)
Footnotes (5)
  1. F1. Represents restricted stock units granted to Mr. McCarthy pursuant to the Amended and Restated Evolent Health, Inc. 2015 Omnibus Incentive Compensation Plan.
  2. F2. Represents a portion of the award approved by the Compensation Committee of the Company's Board of Directors as part of the annual award cycle. The first portion of the award was granted on March 2, 2026, and this portion of the award was granted on July 1, 2026, following the issuance of additional shares under the Amended and Restated Evolent Health, Inc. 2015 Omnibus Incentive Compensation Plan. The Company's shareholders approved the issuance of additional shares under the Amended and Restated 2015 Omnibus Incentive Compensation Plan on June 4, 2026, at the Company's Annual Meeting.
  3. F3. Securities vest at a rate of 34% on July 1, 2027, and 33% on July 1, 2028, and July 1, 2029.
  4. F4. Includes restricted stock units granted under awards reported on Table 1 of Form 4s previously filed with the Securities and Exchange Commission.
  5. F5. This number represents shares of Class A Common Stock withheld to satisfy the tax withholding obligation due upon vesting of restricted stock units.
RSU grant size 302,585 restricted stock units Grant to president Daniel McCarthy on July 1, 2026
Tax withholding shares 4,582 shares Shares withheld to cover tax obligations at $5.74 per share
Tax withholding price $5.74 per share Value used for 4,582-share tax-withholding disposition
Post-transaction holdings 725,607 shares Class A Common Stock directly held after reported transactions
First vesting tranche 34% RSUs vesting on July 1, 2027
Second and third vesting tranches 33% + 33% RSUs vesting on July 1, 2028 and July 1, 2029
restricted stock units financial
"Represents restricted stock units granted to Mr. McCarthy pursuant to the Amended and Restated Evolent Health, Inc. 2015 Omnibus Incentive Compensation Plan."
Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.
Amended and Restated Evolent Health, Inc. 2015 Omnibus Incentive Compensation Plan financial
"Represents restricted stock units granted to Mr. McCarthy pursuant to the Amended and Restated Evolent Health, Inc. 2015 Omnibus Incentive Compensation Plan."
Compensation Committee financial
"Represents a portion of the award approved by the Compensation Committee of the Company's Board of Directors as part of the annual award cycle."
A compensation committee is a group within a company's leadership responsible for setting and reviewing how much top executives and employees are paid, including salaries, bonuses, and benefits. It matters to investors because fair and effective pay decisions can influence a company's performance, leadership motivation, and overall governance, helping ensure that the company’s management is aligned with shareholders’ interests.
tax withholding obligation financial
"This number represents shares of Class A Common Stock withheld to satisfy the tax withholding obligation due upon vesting of restricted stock units."
annual award cycle financial
"Represents a portion of the award approved by the Compensation Committee of the Company's Board of Directors as part of the annual award cycle."

FAQ

What did Evolent Health (EVH) president Daniel McCarthy report in this Form 4?
Daniel McCarthy reported an equity grant and related tax withholding. He received 302,585 restricted stock units and had 4,582 shares withheld to satisfy tax obligations tied to vesting, leaving him with 725,607 shares of Class A Common Stock directly held.

How large was Daniel McCarthy’s new equity award reported for Evolent Health (EVH)?
The new equity award totals 302,585 restricted stock units of Class A Common Stock. These units were granted at no cash cost as part of the annual award cycle under Evolent Health’s Amended and Restated 2015 Omnibus Incentive Compensation Plan.

What is the vesting schedule for Daniel McCarthy’s new Evolent Health (EVH) RSU grant?
The restricted stock units vest over three years. According to the filing, 34% vest on July 1, 2027, and 33% vest on July 1, 2028, and July 1, 2029, creating a multi-year retention and incentive structure for the company’s president.

Why were 4,582 Evolent Health (EVH) shares disposed of in this Form 4?
The 4,582 shares were withheld to satisfy tax withholding obligations upon vesting of restricted stock units. This is a non-market, tax-related disposition, not an open-market sale, and is described as payment of tax liability by delivering securities to the issuer.

How many Evolent Health (EVH) shares does Daniel McCarthy hold after these transactions?
Following the reported grant and tax withholding, Daniel McCarthy directly holds 725,607 shares of Class A Common Stock. This figure includes restricted stock units from this grant and prior awards that have been reported in earlier Form 4 filings with the SEC.

Under which plan was Daniel McCarthy’s Evolent Health (EVH) equity award granted?
The award was granted under the Amended and Restated Evolent Health, Inc. 2015 Omnibus Incentive Compensation Plan. Shareholders approved additional shares for this plan on June 4, 2026, and the Compensation Committee granted this portion of the award on July 1, 2026.

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SEC Form 4
FORM 4UNITED 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
Estimated average burden
hours per response:0.5
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*
McCarthy Daniel Joseph
(Last)(First)(Middle)
C/O EVOLENT HEALTH, INC.
1812 N. MOORE ST., STE. 1705
(Street)
ARLINGTON VIRGINIA 22209
(City)(State)(Zip)
UNITED STATES
(Country)		2. Issuer Name and Ticker or Trading Symbol
Evolent Health, Inc. [ EVH ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director10% Owner
XOfficer (give title below)Other (specify below)
PRESIDENT
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
07/01/2026		6. Individual or Joint/Group Filing (Check Applicable Line)
XForm filed by One Reporting Person
Form filed by More than One Reporting Person
4. If Amendment, Date of Original Filed (Month/Day/Year)

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)
CodeVAmount(A) or (D)Price
Class A Common Stock(1)07/01/2026A302,585(2)(3)A$0725,607(4)D
Class A Common Stock07/01/2026F4,582(5)D$5.74721,025(4)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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Explanation of Responses:
1. Represents restricted stock units granted to Mr. McCarthy pursuant to the Amended and Restated Evolent Health, Inc. 2015 Omnibus Incentive Compensation Plan.
2. Represents a portion of the award approved by the Compensation Committee of the Company's Board of Directors as part of the annual award cycle. The first portion of the award was granted on March 2, 2026, and this portion of the award was granted on July 1, 2026, following the issuance of additional shares under the Amended and Restated Evolent Health, Inc. 2015 Omnibus Incentive Compensation Plan. The Company's shareholders approved the issuance of additional shares under the Amended and Restated 2015 Omnibus Incentive Compensation Plan on June 4, 2026, at the Company's Annual Meeting.
3. Securities vest at a rate of 34% on July 1, 2027, and 33% on July 1, 2028, and July 1, 2029.
4. Includes restricted stock units granted under awards reported on Table 1 of Form 4s previously filed with the Securities and Exchange Commission.
5. This number represents shares of Class A Common Stock withheld to satisfy the tax withholding obligation due upon vesting of restricted stock units.
Remarks:
/s/ Jonathan Weinberg, Attorney-in-fact07/06/2026
** Signature of Reporting PersonDate
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)

Source: View Original Filing on SEC EDGAR