Evolent Health Form 4: CFO John Johnson Receives 25.5k RSUs

Rhea-AI Filing Summary

Key takeaways from Evolent Health (EVH) Form 4

Chief Financial Officer John Paul Johnson was granted 25,461 Class A restricted stock units (RSUs) on 1 July 2025 under the company’s Amended and Restated 2015 Omnibus Incentive Compensation Plan. The award was made at no cost (Transaction Code “A”) and increases his directly held stake to 309,245 shares.

The RSUs vest on a back-loaded schedule: 34 % on 1 July 2026 and 33 % on each of 1 July 2027 and 1 July 2028. This tranche represents the second portion of the 2025 annual equity cycle; issuance was contingent on shareholder approval of additional plan shares received at the 5 June 2025 annual meeting.

No open-market purchases, derivative transactions or sales were disclosed, and no earnings or cash proceeds are involved. The filing is therefore routine incentive compensation that strengthens executive equity alignment but has minimal direct financial impact on near-term valuation.

Positive

• CFO equity stake increases, enhancing management–shareholder alignment.
• Award vests over three years, encouraging long-term value creation and executive retention.

Negative

• Grant adds to the share pool, creating minor dilution for existing shareholders.
• Absence of open-market buying means the transaction is not a direct confidence signal in current valuation.

Insights

Securities Analyst

TL;DR: Routine RSU grant to EVH CFO; modest alignment signal, limited valuation impact.

The acquisition of 25,461 RSUs, representing roughly 0.03 % of EVH’s diluted share count, is standard executive compensation. Because the grant was pre-approved and carries a three-year vesting horizon, it primarily functions as a retention device. With no cash changing hands and no open-market purchase, the event should not materially affect share supply–demand dynamics in the short term. Insider ownership rising to 309,245 shares (about 0.3 % of insider totals) marginally tightens alignment with shareholders but does not constitute a bullish timing signal.

Corporate Governance Expert

TL;DR: Shareholder-approved plan delivers equity; dilution manageable, governance process sound.

The second tranche required prior shareholder authorization, demonstrating process compliance and transparency. Dilution from the incremental shares is de minimis relative to EVH’s >110 million outstanding shares. Multi-year vesting ties compensation to long-term performance, consistent with governance best practices. No red flags arise, but investors should monitor cumulative equity issuance under the plan.

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^*

Johnson John Paul

(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)
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		25,461(2)(3)	A	$0	309,245(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. Johnson 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, Attorney-in-fact	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 shares did EVH's CFO acquire in the latest Form 4?

He received 25,461 restricted stock units on 1 July 2025.

What is the vesting schedule for the 25,461 RSUs granted to EVH's CFO?

They vest 34 % on 1 July 2026 and 33 % on each of 1 July 2027 and 1 July 2028.

What is the CFO's total beneficial ownership after the transaction?

Following the grant, he directly owns 309,245 EVH shares.

Was shareholder approval required for this RSU grant to John Paul Johnson?

Yes. Shareholders approved additional shares for the incentive plan on 5 June 2025.

Does the Form 4 indicate any open-market purchase or sale by the CFO?

No. The filing reports a zero-cost equity award; no market transaction occurred.

Will this RSU grant dilute existing EVH shareholders?

Yes, but only marginally; the additional shares are small relative to EVH’s total outstanding shares.