Evolent Health (EVH) CFO receives 587,500 inducement RSUs vesting 2027–2029

Rhea-AI Filing Summary

Evolent Health, Inc. reported that its Chief Financial Officer received a special one-time restricted stock unit (RSU) grant. On 01/02/2026, the officer acquired 587,500 RSUs for Class A Common Stock at a price of $0 per unit, recorded as a direct holding. The grant was made as an employment inducement award under Rule 303A.08 of the New York Stock Exchange Listing Manual.

The RSUs vest over three years, with 34% scheduled to vest on January 2, 2027 and 33% on each of January 2, 2028 and January 2, 2029, subject to the executive’s continued employment through each vesting date. Upon vesting, each unit converts into one share of Class A Common Stock, aligning the CFO’s compensation more closely with the company’s equity performance.

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^*

Ramos Mario

(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 Financial Officer

3. Date of Earliest Transaction (Month/Day/Year)
01/02/2026

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(1)	01/02/2026		A		587,500(2)	A	$0	587,500	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

Explanation of Responses:

1. Represents a special one-time restricted stock unit grant to Mr. Ramos, pursuant to an employment inducement award under Rule 303A.08 of the New York Stock Exchange Listing Manual. Upon vesting, each unit is converted into one share of Class A Common Stock, contingent on Mr. Ramos's continued employment through the applicable vesting date.

2. Securities vest at a rate of 34% on January 2, 2027, and 33% on January 2, 2028, and January 2, 2029.

Remarks:

	/s/ Jonathan Weinberg, Attorney-in-fact	01/05/2026
	** Signature of Reporting Person	Date
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.

FAQ

What insider transaction did Evolent Health (EVH) disclose in this Form 4?

The company disclosed that its Chief Financial Officer acquired 587,500 restricted stock units (RSUs) for Class A Common Stock on 01/02/2026 at a price of $0 per unit, reported as a direct holding.

Who is the reporting person in the Evolent Health (EVH) Form 4 filing?

The reporting person is an officer of Evolent Health, Inc., serving as Chief Financial Officer, and the filing is made for one reporting person on a standalone basis.

What type of equity award did the Evolent Health (EVH) CFO receive?

The CFO received a special one-time restricted stock unit (RSU) grant for Class A Common Stock as an employment inducement award under Rule 303A.08 of the New York Stock Exchange Listing Manual.

What is the vesting schedule for the 587,500 RSUs granted by Evolent Health (EVH)?

The RSUs vest 34% on January 2, 2027, and 33% on each of January 2, 2028 and January 2, 2029, contingent on the CFO’s continued employment through each vesting date.

How many Evolent Health (EVH) shares can be issued from this RSU grant?

Upon vesting, each RSU converts into one share of Evolent Health Class A Common Stock, so the 587,500 RSUs represent up to 587,500 shares, subject to vesting conditions.

How many Evolent Health (EVH) securities does the CFO beneficially own after this transaction?

Following the reported transaction, the filing shows the CFO beneficially owning 587,500 Class A Common Stock-related securities, held with direct ownership.

Was the Evolent Health (EVH) CFO’s RSU grant part of an employment inducement arrangement?

Yes. The filing states that the RSU grant is a special one-time award made to the CFO as an employment inducement award under Rule 303A.08 of the NYSE Listing Manual.