[Form 4] Evolent Health, Inc Insider Trading Activity

Rhea-AI Filing Summary

Form 4 overview: On July 1, 2025, Evolent Health (EVH) granted General Counsel Jonathan Weinberg 23,394 Class A restricted stock units (RSUs) at no cost under the Amended & Restated 2015 Omnibus Incentive Compensation Plan. Following the award, Weinberg directly owns 254,179 EVH shares.

Vesting terms: The RSUs vest 34 % on July 1, 2026 and 33 % on each of July 1, 2027 and July 1, 2028, incentivising long-term retention. The grant represents the second tranche of Weinberg’s 2025 annual equity award and became issuable after shareholders approved an increase in plan share reserves on June 5, 2025.

Transaction nature: Because this is an equity award rather than an open-market purchase, no cash changed hands and the transaction does not provide a price signal. The filing reports no derivative securities transactions.

Investor takeaways: While the award marginally increases share count, it aligns senior legal leadership with shareholder interests through multi-year vesting. The grant size is modest relative to EVH’s outstanding shares and is unlikely to be materially dilutive.

Insights

Securities Analyst

TL;DR: Modest RSU grant—neutral impact, aligns insider with shareholders.

The 23,394-share RSU award is routine compensation for a C-suite member and represents a negligible fraction of EVH’s float. No cash outlay, no market purchase, and no option exercise mean limited informational content for price discovery. The three-year vesting cadence encourages retention but does not materially alter insider ownership dynamics. Overall, I view the filing as neutral; it neither signals unusual confidence nor raises dilution concerns.

Corporate Governance Expert

TL;DR: Shareholder-approved plan supports governance best practices—impact neutral.

The award was contingent on prior shareholder approval of additional shares, indicating procedural compliance and transparency. The multi-year vesting tied to continued service aligns with governance norms aimed at long-term value creation. There are no red flags such as accelerated vesting or single-trigger change-of-control clauses. Consequently, the event is standard and not materially impactful for governance risk assessments.

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
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^*

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)
07/01/2025

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)	07/01/2025		A		23,394(2)(3)	A	$0	254,179(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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. Represents restricted stock units granted to Mr. Weinberg pursuant to the Amended and Restated Evolent Health, Inc. 2015 Omnibus Incentive Compensation Plan.

2. Securities vest at a rate of 34% on July 1, 2026, and 33% on July 1, 2027, and July 1, 2028.

3. 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 3, 2025, and this portion of the award was contingent upon the approval of 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 5, 2025, at the Company's Annual Meeting.

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

Remarks:

	/s/ Jonathan Weinberg	07/03/2025
	** 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

How many Evolent Health (EVH) shares did Jonathan Weinberg receive on July 1, 2025?

He received 23,394 restricted stock units representing the right to future EVH Class A shares.

What is the vesting schedule for the RSUs granted to EVH’s General Counsel?

The RSUs vest 34 % on July 1, 2026, and 33 % on each of July 1, 2027 and July 1, 2028.

Did Jonathan Weinberg purchase EVH stock on the open market?

No. The filing reflects an equity award at $0 cost, not an open-market purchase.

How many EVH shares does Jonathan Weinberg own after this transaction?

He holds 254,179 shares directly following the grant.

Was shareholder approval required for this RSU grant?

Yes. Shareholders approved additional shares under the Omnibus Plan on June 5, 2025, enabling this tranche.