Evolent Health Announces Board and Executive Compensation Changes

TL;DR

Evolent Health reshuffled its board and updated exec pay on 12/1/25.

AI Summary

Evolent Health, Inc. announced on December 1, 2025, changes in its board of directors and executive compensation arrangements. The filing details the departure of certain directors and the election of new ones, alongside updates to compensatory arrangements for key officers.

Why It Matters

Changes in board composition and executive compensation can signal shifts in company strategy or governance, potentially impacting investor confidence and future performance.

Risk Assessment

Risk Level: low — This filing primarily concerns routine corporate governance and executive compensation updates, with no immediate financial distress or significant operational changes indicated.

Key Players & Entities

• Evolent Health, Inc. (company) — Registrant
• December 1, 2025 (date) — Date of Report
• 1812 N. Moore Street, Suite 1705, Arlington, Virginia, 22209 (address) — Principal executive offices

FAQ

Key Financial Figures

• $0.01 — tock of Evolent Health, Inc., par value $0.01 per share EVH New York Stock Exchange
• $462.0 million — 2025 revenue guidance of approximately $462.0 million to $472.0 million, and fourth quarter 2
• $472.0 m — ance of approximately $462.0 million to $472.0 million, and fourth quarter 2025 Adjusted
• $30.0 million — justed EBITDA guidance of approximately $30.0 million to $40.0 million. This guidance is cons
• $40.0 million — dance of approximately $30.0 million to $40.0 million. This guidance is consistent with the g

Filing Documents

• evh-20251201.htm (8-K) — 34KB
• 0001628908-25-000141.txt ( ) — 155KB
• evh-20251201.xsd (EX-101.SCH) — 2KB
• evh-20251201_lab.xml (EX-101.LAB) — 23KB
• evh-20251201_pre.xml (EX-101.PRE) — 13KB
• evh-20251201_htm.xml (XML) — 3KB

01 Regulation FD Disclosure

Item 7.01 Regulation FD Disclosure Members of Evolent Health, Inc.'s (the "Company") senior management team are scheduled to meet with investors and analysts at various meetings between December 2 and December 16, 2025. In anticipation of these meetings, the Company reaffirms, as of the date hereof, the Company's fourth quarter 2025 revenue guidance of approximately $462.0 million to $472.0 million, and fourth quarter 2025 Adjusted EBITDA guidance of approximately $30.0 million to $40.0 million. This guidance is consistent with the guidance issued in the Company's press release dated November 6, 2025. 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 (losses) or other items that may not directly correlate to the underlying perf

Forward-Looking Statements

Forward-Looking Statements This Current Report on Form 8-K includes forward-looking statements which include the Company's 2025 guidance, as well as any other statements which are not historical facts. 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 Report on Form 10-Q for the period ended September 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 United States federal securities laws, the Company does not have any intention or obligation to publicly update or revise any forward-looking statements after filing this Current Report on Form 8-K, whether to reflect any future events or circumstances or otherwise.

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: December 2 , 2025

View Full Filing

View this 8-K filing on SEC EDGAR