EVH

evh-202602240001628908false00016289082026-02-242026-02-24

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934

February 24, 2026 Date of Report (Date of earliest event reported)

Evolent Health, Inc. (Exact name of registrant as specified in its charter)

Delaware001-3741532-0454912 (State or other jurisdiction of incorporation or organization)Commission File Number: (I.R.S. Employer Identification No.)

1812 N. Moore Street,Suite 1705,Arlington,Virginia,22209 (Address of principal executive offices)(zip code)

(571) 389-6000 (Registrant’s telephone number, including area code)

Not Applicable (Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each classTrading Symbol(s)Name of each exchange on which registered Class A Common Stock of Evolent Health, Inc., par value $0.01 per shareEVHNew York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 2.02.     Results of Operations and Financial Condition

On February 24, 2026, Evolent Health, Inc. (the "Company") issued a press release announcing its financial results for the quarter ended December 31, 2025, a copy of which is furnished herewith as Exhibit 99.1.

The information, including Exhibit 99.1 hereto, furnished under this Item 2.02 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject the Company or any other person to liability under that Section, to the liabilities of that section, nor shall it be deemed incorporated by reference into any filing made by the Company under the Exchange Act or the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such a filing.

Item 9.01.     Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.Description 99.1 Press Release of Evolent Health, Inc. dated February 24, 2026.

104The cover page from this Current Report on Form 8-K, formatted as Inline XBRL.

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: February 24, 2026

evh-202511060001628908false00016289082025-11-062025-11-06

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934

November 6, 2025 Date of Report (Date of earliest event reported)

Evolent Health, Inc. (Exact name of registrant as specified in its charter)

Delaware001-3741532-0454912 (State or other jurisdiction of incorporation or organization)Commission File Number: (I.R.S. Employer Identification No.)

1812 N. Moore Street,Suite 1705,Arlington,Virginia,22209 (Address of principal executive offices)(zip code)

(571) 389-6000 (Registrant’s telephone number, including area code)

Not Applicable (Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each classTrading Symbol(s)Name of each exchange on which registered Class A Common Stock of Evolent Health, Inc., par value $0.01 per shareEVHNew York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 2.02.     Results of Operations and Financial Condition

On November 6, 2025, Evolent Health, Inc. (the "Company") issued a press release announcing its financial results for the quarter ended September 30, 2025, a copy of which is furnished herewith as Exhibit 99.1.

The information, including Exhibit 99.1 hereto, furnished under this Item 2.02 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject the Company or any other person to liability under that Section, to the liabilities of that section, nor shall it be deemed incorporated by reference into any filing made by the Company under the Exchange Act or the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such a filing.

Item 5.02.    Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On November 6, 2025, the Company announced a restructuring of leadership roles and transitions of its leadership team.

Chief Financial Officer Transition

On November 6, 2025, the Board of Directors (the “Board”) of the Company appointed Mario Ramos, 54, as the Company’s Chief Financial Officer (principal financial officer), effective January 1, 2026 (the “Effective Date”).

Mr. Ramos served as the Chief Financial Officer of WellBe Senior Medical from October 2024 through October 2025. From June 2022 through June 2024, Mr. Ramos served as the Chief Executive Officer of RWA Wealth Partners, from December 2021 through May 2022, Mr. Ramos served as the Chief Financial Officer of Evolv Technology Holdings, Inc., and from April 2019 through November 2021, Mr. Ramos served as the Chief Financial Officer and Chief Risk Officer of Edelman Financial Engines. From 2011 through 2019, he served as the Chief Financial Officer of CVS Caremark and held other senior roles at CVS Health. Prior to joining CVS Health, Mr. Ramos held investment banking roles at a number of financial institutions. Mr. Ramos holds an MBA from the College of William and Mary and a B.A. in Economics from the University of Richmond.

In connection with Mr. Ramos’s appointment as Chief Financial Officer, the Compensation Committee of the Board set Mr. Ramos’s annual base salary at $550,000, with a variable, at risk maximum cash bonus opportunity of $625,000 under the Company’s anticipated 2026 Bonus Plan, based on performance goals, subject to the discretion of the Compensation Committee. Mr. Ramos will receive a sign-on bonus of $100,000 on the Effective Date, subject to clawback if he resigns or his employment is terminated by the Company for cause within 24 months after the Effective Date. Mr. Ramo

evh-202508070001628908false00016289082025-08-072025-08-07

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934

August 7, 2025 Date of Report (Date of earliest event reported)

Evolent Health, Inc. (Exact name of registrant as specified in its charter)

Delaware001-3741532-0454912 (State or other jurisdiction of incorporation or organization)Commission File Number: (I.R.S. Employer Identification No.)

1812 N. Moore Street,Suite 1705,Arlington,Virginia,22209 (Address of principal executive offices)(zip code)

(571) 389-6000 (Registrant’s telephone number, including area code)

Not Applicable (Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each classTrading Symbol(s)Name of each exchange on which registered Class A Common Stock of Evolent Health, Inc., par value $0.01 per shareEVHNew York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 2.02.     Results of Operations and Financial Condition

On August 7, 2025, Evolent Health, Inc. (the "Company") issued a press release announcing its financial results for the quarter ended June 30, 2025, a copy of which is furnished herewith as Exhibit 99.1.

The information, including Exhibit 99.1 hereto, furnished under this Item 2.02 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject the Company or any other person to liability under that Section, to the liabilities of that section, nor shall it be deemed incorporated by reference into any filing made by the Company under the Exchange Act or the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such a filing.

Item 9.01.     Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.Description 99.1 Press Release of Evolent Health, Inc. dated August 7, 2025.

104The cover page from this Current Report on Form 8-K, formatted as Inline XBRL.

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: August 7, 2025