Evolent CEO granted 446,102 RSUs, tax shares withheld

Evolent Health, Inc. Chief Executive Officer Seth Blackley reported routine equity compensation and related tax withholding in Class A Common Stock.

Rhea-AI Filing Summary

Evolent Health, Inc. Chief Executive Officer Seth Blackley reported routine equity compensation and related tax withholding in Class A Common Stock. He received an award of 446,102 restricted stock units, granted at $0.00 per share under the Amended and Restated 2015 Omnibus Incentive Compensation Plan, with vesting scheduled at 34% on July 1, 2027 and 33% on July 1, 2028 and July 1, 2029. To cover tax obligations upon vesting of restricted stock units, 10,297 shares were withheld at an indicated value of $5.74 per share. Following these transactions, Blackley directly holds 1,272,767 shares of Class A Common Stock, including previously granted restricted stock units.

Insider Trade Summary

2 transactions reported

Mixed 2 txns

Insider Blackley Seth

Role Chief Executive Officer

Type	Security	Shares	Price	Value
Grant/Award	Class A Common Stock	446,102	$0.00	$0.00
Exercise Price or Tax Liability	Class A Common Stock	10,297	$5.74	$59K

Holdings After Transaction: Class A Common Stock — 1,272,767 shares (Direct)

Footnotes (5)

1. F1. Represents restricted stock units granted to Mr. Blackley 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.

Key Figures

RSUs granted: 446,102 units Tax withholding shares: 10,297 shares Withholding share value: $5.74 per share +3 more

6 metrics

RSUs granted 446,102 units Restricted stock units granted on July 1, 2026

Tax withholding shares 10,297 shares Shares withheld to satisfy tax obligations on RSU vesting

Withholding share value $5.74 per share Indicated value for shares withheld for taxes

Post-transaction holdings 1,283,064 shares Class A Common Stock directly held after reported transactions

First vesting tranche 34% RSUs vest 34% on July 1, 2027

Later vesting tranches 33% / 33% RSUs vest 33% on July 1, 2028 and July 1, 2029

Key Terms

restricted stock units, tax withholding obligation, Amended and Restated Evolent Health, Inc. 2015 Omnibus Incentive Compensation Plan, Compensation Committee, +1 more

5 terms

restricted stock units financial

"Represents restricted stock units granted to Mr. Blackley 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.

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."

Amended and Restated Evolent Health, Inc. 2015 Omnibus Incentive Compensation Plan financial

"Represents restricted stock units granted to Mr. Blackley 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.

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."

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 07/06/2026 - 04:14 PM EDT Learn about SEC filing dates

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^*

Blackley Seth

(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)

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Executive Officer

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
07/01/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form 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)
			Code	V	Amount	(A) or (D)	Price
Class A Common Stock(1)	07/01/2026		A		446,102(2)(3)	A	$0	1,283,064(4)	D
Class A Common Stock	07/01/2026		F		10,297(5)	D	$5.74	1,272,767(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. Blackley 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-fact	07/06/2026
	** 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.
* Form 4: SEC 1474 (03-26)