Evolent Health grants 43,055 RSUs to counsel

Evolent Health’s General Counsel Jonathan Weinberg received a grant of 43,055 restricted stock units of Class A Common Stock on July 1, 2026 under the Amended and Restated 2015 Omnibus Incentive Compensation Plan as part of the annual award cycle.

Rhea-AI Filing Summary

Evolent Health’s General Counsel Jonathan Weinberg received a grant of 43,055 restricted stock units of Class A Common Stock on July 1, 2026 under the Amended and Restated 2015 Omnibus Incentive Compensation Plan as part of the annual award cycle. On the same date, 2,650 shares were withheld to cover tax obligations upon vesting of previously granted RSUs. These RSUs vest 34% on July 1, 2027 and 33% on July 1, 2028 and July 1, 2029, and he now directly holds 284,917 shares of Class A Common Stock.

Insights

Equity Compensation Analyst

Routine RSU grant with tax withholding; no open-market buying or selling.

The filing shows Jonathan Weinberg, General Counsel of Evolent Health, Inc., receiving 43,055 restricted stock units as part of his annual equity award under the 2015 Omnibus Incentive Compensation Plan. This is standard executive compensation, with no cash exercise price.

A separate 2,650-share F-code transaction reflects shares withheld to cover tax obligations on vested RSUs, not an open-market sale. After these entries, Weinberg directly holds 287,567 shares of Class A Common Stock. These routine compensation mechanics typically carry limited signaling value for investors, especially with no derivative exercises or discretionary market trades disclosed.

Insider Trade Summary

2 transactions reported

Mixed 2 txns

Insider Weinberg Jonathan

Role General Counsel

Type	Security	Shares	Price	Value
Grant/Award	Class A Common Stock	43,055	$0.00	$0.00
Exercise Price or Tax Liability	Class A Common Stock	2,650	$5.74	$15K

Holdings After Transaction: Class A Common Stock — 284,917 shares (Direct)

Footnotes (5)

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

RSU grant size: 43,055 shares Tax withholding shares: 2,650 shares Tax withholding price: $5.74 per share +3 more

6 metrics

RSU grant size 43,055 shares Restricted stock units of Class A Common Stock granted on July 1, 2026 to General Counsel Jonathan Weinberg

Tax withholding shares 2,650 shares Class A Common Stock withheld to satisfy tax withholding obligation upon RSU vesting

Tax withholding price $5.74 per share Per-share value used for the tax-withholding disposition on July 1, 2026

Post-transaction holdings 284,917 shares Direct Class A Common Stock held by Jonathan Weinberg after reported transactions

Vesting portion 2027 34% Portion of RSUs vesting on July 1, 2027

Vesting portions 2028-2029 33% each year RSUs vest 33% on July 1, 2028 and 33% on July 1, 2029

Key Terms

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

3 terms

restricted stock units financial

"Represents restricted stock units granted to Mr. Weinberg"

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.

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

"granted pursuant to the Amended and Restated Evolent Health, Inc. 2015 Omnibus Incentive Compensation Plan"

tax withholding obligation financial

"withheld to satisfy the tax withholding obligation due upon vesting"

FAQ

What equity award did EVH’s General Counsel receive on July 1, 2026?

Jonathan Weinberg received 43,055 restricted stock units of Class A Common Stock, granted under Evolent Health’s Amended and Restated 2015 Omnibus Incentive Compensation Plan as part of the annual award cycle, following shareholder approval of additional shares for the plan.

How do Jonathan Weinberg’s new EVH RSUs vest over time?

The restricted stock units vest 34% on July 1, 2027 and 33% on July 1, 2028 and July 1, 2029. This multi-year schedule staggers the delivery of shares over three anniversaries of the July 1, 2026 grant date.

Why were 2,650 EVH shares disposed of in this Form 4 filing?

The 2,650 shares of Class A Common Stock reported as a disposition were withheld to satisfy the tax withholding obligation due upon the vesting of restricted stock units, rather than an open-market sale or discretionary transaction by Jonathan Weinberg.

How many EVH shares does Jonathan Weinberg hold after these transactions?

After the reported grant and tax withholding, Jonathan Weinberg directly holds 284,917 shares of Evolent Health Class A Common Stock. This post-transaction balance reflects his direct ownership position as reported in the holdings data accompanying the filing.

What shareholder action enabled the July 1, 2026 EVH RSU grant?

The July 1, 2026 grant represents a portion of an annual award approved after shareholders authorized additional shares for the Amended and Restated 2015 Omnibus Incentive Compensation Plan at Evolent Health’s Annual Meeting on June 4, 2026.

Was this EVH insider activity reported under a Rule 10b5-1 trading plan?

The filing’s Rule 10b5-1 checkbox is not marked as affirmatively adopted, and the footnotes describe compensation-related grants and tax withholding. The transactions are characterized as equity awards and related withholding rather than trades under a pre-arranged trading plan.

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Available on EDGAR 07/06/2026 - 04:13 PM Accepted by SEC EDGAR 07/06/2026 - 04:13 PM 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^*

Weinberg Jonathan

(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)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	General Counsel

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		43,055(2)(3)	A	$0	287,567(4)	D
Class A Common Stock	07/01/2026		F		2,650(5)	D	$5.74	284,917(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. 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	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)