Evolent Health Files 8-K on Sept 23

TL;DR

EVH filed an 8-K on 9/23, check for Reg FD and other disclosures.

AI Summary

Evolent Health, Inc. filed an 8-K on September 23, 2025, reporting on events that occurred on the same date. The filing primarily concerns Regulation FD disclosures, other events, and financial statements and exhibits. No specific financial figures or significant business events were detailed in the provided excerpt.

Why It Matters

This filing indicates Evolent Health is making disclosures to the SEC, which could relate to material events or financial updates that investors should be aware of.

Risk Assessment

Risk Level: low — The provided text is a standard 8-K filing header and does not contain specific material information that would indicate a high-risk event.

Key Players & Entities

• Evolent Health, Inc. (company) — Registrant
• 0001628908-25-000124 (filing_id) — Accession Number
• September 23, 2025 (date) — Date of Report

FAQ

Key Financial Figures

• $0.01 — tock of Evolent Health, Inc., par value $0.01 per share EVH New York Stock Exchange
• $460 — hs ending September 30, 2025 of between $460 and $480 million, and $34 and $42 milli
• $480 m — September 30, 2025 of between $460 and $480 million, and $34 and $42 million, respect
• $34 — 5 of between $460 and $480 million, and $34 and $42 million, respectively. The Comp
• $42 m — ween $460 and $480 million, and $34 and $42 million, respectively. The Company also r
• $1.85 — justed EBITDA for the full year 2025 of $1.85 and $1.88 billion and $140 and $165 mil
• $1.88 billion — TDA for the full year 2025 of $1.85 and $1.88 billion and $140 and $165 million, respectively
• $140 — ear 2025 of $1.85 and $1.88 billion and $140 and $165 million, respectively, excludi
• $165 m — of $1.85 and $1.88 billion and $140 and $165 million, respectively, excluding the impa
• $100 m — olding Company, for a purchase price of $100 million, subject to customary closing pur
• $13 m — ents, and a contingent payment of up to $13 million, subject to the achievement of ce

Filing Documents

• evh-20250923.htm (8-K) — 37KB
• a2025923exhibit991.htm (EX-99.1) — 12KB
• image_0.jpg (GRAPHIC) — 95KB
• 0001628908-25-000124.txt ( ) — 307KB
• evh-20250923.xsd (EX-101.SCH) — 2KB
• evh-20250923_lab.xml (EX-101.LAB) — 23KB
• evh-20250923_pre.xml (EX-101.PRE) — 13KB
• evh-20250923_htm.xml (XML) — 3KB

01 Regulation FD Disclosure

Item 7.01 Regulation FD Disclosure On September 23, 2025, Evolent Health, Inc. (the " Company ") reaffirmed its guidance for Revenue and Adjusted EBITDA for the three months ending September 30, 2025 of between $460 and $480 million, and $34 and $42 million, respectively. The Company also reaffirmed its guidance for Revenue and Adjusted EBITDA for the full year 2025 of $1.85 and $1.88 billion and $140 and $165 million, respectively, excluding the impact of the divestiture of ECP Holding Company, which is anticipated to be completed by the end of calendar year 2025 (as described in Item 8.01 below). The Company will provide updated guidance following the close of the transaction. The Company does not believe it can meaningfully reconcile guidance for non-GAAP Adjusted EBITDA to net income (loss) attributable to common shareholders of Evolent Health, Inc. because the Company cannot provide guidance for the more significant reconciling items between net income (loss) attributable to common shareholders of Evolent Health, Inc. and Adjusted EBITDA without unreasonable effort. This is due to the fact that future period non-GAAP guidance includes adjustments for items not indicative of our core operations, and as a result from changes to our business due to transactions and other events. Such items may, from time to time, include loss on repayment/extinguishment of debt gain (loss) from equity method investees, loss on option exercise, change in fair value of contingent consideration, change in tax receivable agreement liability, other income (expense), gain (loss) on disposal of non-strategic assets, right-of-use asset impairments, losses on lease terminations, repositioning costs, stock-based compensation expense, severance costs, dividends and accretion on Series A Preferred Stock and transaction-related costs. Such adjustments may be affected by changes in ongoing assumptions, judgements, as well as nonrecurring, unusual or unanticipated charges, expenses or gains

01 Other Events

Item 8.01 Other Events On September 23, 2025, Evolent Health LLC, a Delaware limited liability company (" Evolent Health ") and wholly owned subsidiary of the Company, entered into a Stock Purchase Agreement (the " Purchase Agreement ") with Privia Management Company, LLC, a Delaware limited liability company (" Buyer "), pursuant to which Buyer will purchase all of the outstanding shares of capital stock of Evolent Care Partners Holding Company, Inc, a Delaware corporation and wholly owned subsidiary of Evolent Health (" ECP Holding Company "), and indirectly acquire the wholly owned subsidiaries of ECP Holding Company, for a purchase price of $100 million, subject to customary closing purchase price adjustments, and a contingent payment of up to $13 million, subject to the achievement of certain metrics following the closing. The consummation of the transactions contemplated by the Purchase Agreement is subject to customary closing conditions, including receipt of required state governmental approvals. The Company anticipates the transactions contemplated by the Purchase Agreement will close in the fourth quarter of 2025.

Forward-Looking Statements

Forward-Looking Statements This Current Report on Form 8-K contains certain "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995 (" PSLRA "), including, but not limited to, statements regarding the Company's full year and third quarter 2025 guidance, consummation of the transactions contemplated by the Purchase Agreement. A forward-looking statement is a statement that is not a historical fact and, without limitation, includes any statement that may predict, forecast, indicate or imply future results, performance or achievements, and may contain words like: "believe," "anticipate," "expect," "estimate," "aim," "predict," "potential," "continue," "plan," "project," "will," "should," "shall," "may," "might" and other words or phrases with similar meaning in connection with a discussion of future operating or financial performance. The Company intends such forward-looking statements to be covered under the safe harbor provisions for forward-looking statements contained in Section 27A of the Securities Act and Section 21E of the Exchange Act. By their nature, forward-looking statements are subject to numerous factors, risks and uncertainties that could cause actual outcomes and results to be materially different from those projected. These risks and uncertainties are discussed under the headings "Forward-Looking Statements-Cautionary Language," and "Risk Factors," in the Company's Annual Report on Form 10-K for the year ended December 31, 2024, which is on file with the U.S. Securities and Exchange Commission (the "SEC"), and in the Company's other filings with the SEC, including its Quarterly Reports on Form 10-Q for the periods ended March 31, 2025 and June 30, 2025, filed with the SEC. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date the statements were made. Except for any ongoing obligation to disclose material information as required by the

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits Exhibit No. Description 99.1 Press Release dated September 23, 2025. 104 The cover page from this Current Report on Form 8-K, formatted as Inline XBRL.

SIGNATURES

SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. EVOLENT HEALTH, INC. By: /s/ Jonathan D. Weinberg Name: Jonathan D. Weinberg Title: General Counsel and Secretary Date: September 23, 2025

View Full Filing

View this 8-K filing on SEC EDGAR