Evolent Health (EVH) General Counsel receives RSU grant with tax-withholding entry

Rhea-AI Filing Summary

Evolent Health, Inc. General Counsel Jonathan Weinberg reported equity compensation and related tax withholding in Class A Common Stock. On July 1, 2026, he received 43,055 restricted stock units as a grant under the Amended and Restated Evolent Health, Inc. 2015 Omnibus Incentive Compensation Plan, with vesting scheduled at 34% on July 1, 2027 and 33% on July 1, 2028 and July 1, 2029.

On the same date, 2,650 shares were withheld to satisfy tax obligations upon vesting of restricted stock units, a non-market, tax-withholding disposition rather than an open-market sale. Following these transactions, Weinberg directly owned 287,567 shares of Class A Common Stock. The award represents a portion of his annual equity grant approved by the Compensation Committee after shareholders authorized additional shares for the incentive plan on June 4, 2026.

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	--
Tax Withholding	Class A Common Stock	2,650	$5.74	$15K

Holdings After Transaction: Class A Common Stock — 287,567 shares (Direct, null)

Footnotes (1)

1. Represents restricted stock units granted to Mr. Weinberg pursuant to the Amended and Restated Evolent Health, Inc. 2015 Omnibus Incentive Compensation Plan. 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. Securities vest at a rate of 34% on July 1, 2027, and 33% on July 1, 2028, and July 1, 2029. Includes restricted stock units granted under awards reported on Table 1 of Form 4s previously filed with the Securities and Exchange Commission. 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 units Tax withholding shares: 2,650 shares Post-transaction holdings: 287,567 shares +4 more

7 metrics

RSU grant size 43,055 units Restricted stock units granted July 1, 2026

Tax withholding shares 2,650 shares Shares withheld to satisfy tax obligations on RSU vesting

Post-transaction holdings 287,567 shares Class A Common Stock directly owned after Form 4 transactions

RSU vesting 2027 34% Portion of RSUs vesting on July 1, 2027

RSU vesting 2028 33% Portion of RSUs vesting on July 1, 2028

RSU vesting 2029 33% Portion of RSUs vesting on July 1, 2029

Shareholder approval date June 4, 2026 Shareholders approved additional shares under 2015 Omnibus Plan

Key Terms

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

5 terms

restricted stock units financial

"Represents restricted stock units granted to Mr. Weinberg 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.

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

"Represents restricted stock units granted to Mr. Weinberg 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.

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."

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."

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Form 4 Insider Transactions: What Each Field Means →

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)

FAQ

What did Evolent Health (EVH) General Counsel Jonathan Weinberg report in this Form 4?

Jonathan Weinberg reported a routine equity compensation grant and related tax withholding. He received 43,055 restricted stock units and had 2,650 shares withheld to cover tax obligations tied to vesting of restricted stock units.

How many Evolent Health (EVH) shares does Jonathan Weinberg hold after these transactions?

After the reported transactions, Jonathan Weinberg directly holds 287,567 shares of Evolent Health Class A Common Stock. This total reflects both the new restricted stock unit grant and the 2,650 shares withheld to satisfy tax obligations on vested units.

Was there an open-market sale or purchase of Evolent Health (EVH) stock in this Form 4?

No open-market sale or purchase occurred. The filing shows a grant of 43,055 restricted stock units and a tax-withholding disposition of 2,650 shares, which were withheld to satisfy tax obligations rather than sold in the market.

How do the new restricted stock units for EVH’s General Counsel vest over time?

The restricted stock units vest over three years: 34% on July 1, 2027, and 33% on each of July 1, 2028 and July 1, 2029. This creates a multi-year incentive structure aligned with long-term service and performance at Evolent Health.

What role did Evolent Health (EVH) shareholders play in this equity award?

Shareholders approved the issuance of additional shares under the Amended and Restated 2015 Omnibus Incentive Compensation Plan on June 4, 2026. This approval allowed the Compensation Committee to grant this portion of Jonathan Weinberg’s annual restricted stock unit award on July 1, 2026.

Is this Form 4 transaction for EVH’s General Counsel part of an annual award cycle?

Yes. Footnotes state the grant represents a portion of an award approved by the Compensation Committee as part of the annual award cycle. One portion was granted March 2, 2026, and this portion followed shareholder approval of additional plan shares in June 2026.