Evolent Health (EVH) president awarded PSUs and withholds shares for taxes

Rhea-AI Filing Summary

Evolent Health president Daniel McCarthy reported a mix of equity grants and tax-related share withholdings. He received 826,440 performance-based share units at target under the company’s Amended and Restated 2015 Omnibus Incentive Compensation Plan, which may be earned based on specified stock price performance conditions from March 1, 2027 to February 28, 2029, subject to service conditions.

McCarthy also acquired 39,281 shares of Class A common stock upon settlement of a prior performance-based share unit award that vested at the end of 2025 after performance certification on March 2, 2026. To satisfy tax withholding obligations on vested restricted stock units and settled PSUs, 24,027, 18,192 and 7,811 Class A shares were withheld at prices between $3.25 and $3.58 per share. Following these transactions, he directly owned 423,022 Class A shares.

Insider Trade Summary

5 transactions reported

Mixed 5 txns

Insider McCarthy Daniel Joseph

Role PRESIDENT

Type	Security	Shares	Price	Value
Tax Withholding	Class A Common Stock	24,027	$3.51	$84K
Grant/Award	Performance-Based Share Unit	826,440	$0.00	--
Grant/Award	Class A Common Stock	39,281	$0.00	--
Tax Withholding	Class A Common Stock	18,192	$3.58	$65K
Tax Withholding	Class A Common Stock	7,811	$3.25	$25K

Holdings After Transaction: Class A Common Stock — 423,022 shares (Direct); Performance-Based Share Unit — 826,440 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. McCarthy 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
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 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)
	PRESIDENT

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		7,811(1)	D	$3.25	425,960(2)	D
Class A Common Stock	03/02/2026		A		39,281(3)	A	$0	465,241(2)	D
Class A Common Stock	03/02/2026		F		18,192(4)	D	$3.58	447,049(2)	D
Class A Common Stock	03/03/2026		F		24,027(1)	D	$3.51	423,022(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		826,440(5)		03/01/2027	02/28/2029	Class A Common Stock	826,440	$0	826,440	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. McCarthy 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.
* 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 did Evolent Health (EVH) president Daniel McCarthy report in this Form 4?

Daniel McCarthy reported new equity awards and related tax withholdings. He received performance-based share units and Class A common stock from vesting PSUs, while some shares were withheld to cover tax obligations tied to those awards.

How many performance-based share units did EVH grant to Daniel McCarthy?

Evolent Health granted Daniel McCarthy 826,440 performance-based share units at target. These PSUs can be earned based on stock price performance conditions between March 1, 2027 and February 28, 2029, and require satisfying additional service-based vesting conditions.

Were Daniel McCarthy’s EVH share dispositions open-market sales?

The dispositions were tax-withholding transactions, not open-market sales. Shares of Class A common stock were withheld by the company to satisfy tax withholding obligations triggered by vesting restricted stock units and settlement of performance-based share units.

How many Evolent Health Class A shares were withheld for Daniel McCarthy’s taxes?

A total of 24,027, 18,192, and 7,811 Class A shares were withheld. These withholdings occurred at prices between $3.25 and $3.58 per share to cover tax liabilities from equity award vesting and settlement.

How many Evolent Health Class A shares does Daniel McCarthy own after these transactions?

After the reported transactions, Daniel McCarthy directly owns 423,022 shares of Evolent Health Class A common stock. This figure reflects both the shares acquired from PSU settlement and the shares withheld to cover associated tax obligations.

What conditions apply to Daniel McCarthy’s new performance-based share units in EVH?

The new PSUs may be earned based on stock price performance from March 1, 2027 to February 28, 2029. They are also subject to specified service-based conditions, and the final payout can range from 0% to 250% of the target number granted.