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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

_________________________
FORM 10-Q
_________________________
(Mark One)
S QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 2025
OR
☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
Commission File Number: 001-37415
_________________________
Evolent Health, Inc.
(Exact name of registrant as specified in its charter)
_________________________

| Delaware |  |  |  |  |  |  |  | 32-0454912 |
| (State or other jurisdiction of incorporation or organization) |  |  |  |  |  |  |  | (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
_________________________
Securities registered pursuant to Section 12(b) of the Act:

Title of each class | Trading Symbol(s) | Name of each exchange on which registered
Class A Common Stock of Evolent Health, Inc., par value $0.01 per share | EVH | New York Stock Exchange

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes S No ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes S No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer S Accelerated filer ☐ Non-accelerated filer ☐ Smaller reporting company ☐ 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. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No S
As of October 31, 2025, there were 111,600,856 shares of the registrant’s Class A common stock outstanding.

Evolent Health, Inc.
Table of Contents

Item |  | Page
| PART I |
1. | Financial Statements | 1
2. | Management’s Discussion and Analysis of Financial Condition and Results of Operations | 37
3. | Quantitative and Qualitative Disclosures About Market Risk | 52
4. | Controls and Procedures | 52
| PART II |
1. | Legal Proceedings | 54
1A. | Risk Factors | 54
2. | Unregistered Sales of Equity Securities and Use of Proceeds | 57
3. | Defaults Upon Senior Securities | 58
4. | Mine Safety Disclosures | 58
5. | Other Information | 58
6. | Exhibits | 58
| Signatures | 60

Explanatory Note
In this Quarterly Report on Form 10-Q, unless the context otherwise requires, “Evolent,” the “Company,” “we,” “our” and “us” refer to Evolent Health, Inc. and its consolidated subsidiaries. Evolent Health LLC, a subsidiary of Evolent Health, Inc. through which we conduct our operations, has owned all of our operating assets and substantially all of our business since inception. Evolent Health, Inc. is a holding company and its principal asset is all of the Class A common units of Evolent Health LLC.
FORWARD-LOOKING STATEMENTS - CAUTIONARY LANGUAGE
Certain statements made in this report and in other written or oral statements made by us or on our behalf are “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995 (“PSLRA”). 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. In particular, these include statements relating to our ability to weather current dynamics, continue to expand our footprint, future actions, trends in our businesses, prospective services, new partner additions/expansions, our guidance and business outlook and future performance or financial results, and the closing of pending transactions and the outcome of contingencies, such as legal proceedings. We claim the protection afforded by the safe harbor for forward-looking statements provided by the PSLRA.
These statements are only predictions based on our current expectations and projections about future events. Forward-looking statements involve risks and uncertainties that may cause actual results, level of activity, performance or achievements to differ materially from the results contained in the forward-looking statements. Risks and uncertainties that may cause actual results to vary materially, some of which are described within the forward-looking statements, include, among others:
•the significant portion of revenue we derive from our largest partners, and the potential loss, termination or renegotiation of our relationship or contract with any significant partner, or multiple partners in the aggregate;
•the increasing number of risk-sharing arrangements we enter into with our partners;
•the growth and success of our partners and certain revenues from our engagements, which are difficult to predict and are subject to factors outside of our control, including governmental funding reductions and other policy changes;
•our ability to accurately predict our exposure under performance-based contracts;
•failure by our customers to provide us with accurate and timely information;
•our ability to recover the upfront costs in our partner relationships and develop our partner relationships over time;
•our ability to attract new partners and successfully capture new opportunities;
•our ability to offer new and innovative products and services and our ability to keep pace with industry standards, technology and our partners’ needs;
•our ability to maintain and enhance our reputation and brand recognition;
•our dependency on our key personnel, and our ability to attract, hire, integrate and retain key personnel;
•risks related to completed and future acquisitions, investments, alliances and joint ventures, which could divert management resources, result in unanticipated costs or dilute our stockholders;
•our ability to effectively manage our growth and maintain an efficient cost structure;
•our ability to partner with providers due to exclusivity provisions in our and some of our partner and founder contracts;
•risks related to managing our offshore operations and cost reduction goals;
•our ability to estimate the size of our target markets for our services;
•consolidation in the health care industry;
•competition which could limit our ability to maintain or expand market share within our industry;
•risks related to audits by CMS and other governmental payers and actions, including whistleblower claims under the False Claims Act;
•evolution of the healthcare regulatory and political framework;
•restrictions on the manner in which we access personal data and penalties as a result of privacy and data protection laws;
•data loss or corruption due to failures or errors in our systems and service disruptions at our data centers;

•liabilities and reputational risks related to our ability to safeguard the security and privacy of confidential data;
•our ability to obtain, maintain and enforce intellectual property rights and protect our trademarks and trade names, including from third parties alleging that we are infringing or violating their intellectual property rights;
•our ability to protect the confidentiality of our trade secrets;
•risks associated with our use of artificial intelligence (“AI”) and machine learning models;
•our use of “open-source” software;
•our reliance on third parties and licensed technologies;
•restrictions on our ability to use, disclose, de-identify or license data and to integrate third-party technologies;
•our reliance on Internet infrastructure, bandwidth providers, data center providers, other third parties and our own systems for providing services to our partners and operating our business;
•material weaknesses in the future may impact our ability to conclude that our internal control over financial reporting is not effective and we may be unable to produce timely and accurate financial statements;
•our ability to achieve profitability in the future;
•the impact of additional goodwill and intangible asset impairments on our results of operations;
•our obligations to make material payments to certain of our pre-IPO investors for certain tax benefits we may claim in the future;
•our obligations to make payments under the tax receivables agreement that may be accelerated or may exceed the tax benefits we realize;
•our ability to utilize benefits under the tax receivables agreement described herein;
•the terms of agreements between us and certain of our pre-IPO investors may contain different terms than comparable agreement we may enter into with unaffiliated third parties;
•our inability to obtain financing may result in a reduction in the ownership of our stockholders;
•the conditional conversion features, and changes in accounting treatment of the 2029 Notes and the 2031 Notes (as defined below), which, if triggered, may adversely affect our financial condition and operating results;
•our ability to raise funds necessary to settle conversions of our notes in cash, to repurchase our notes for cash upon a fundamental change or to pay the redemption price for any notes we redeem;
•interest rate risk and other restrictive covenants under our First Lien Credit Agreement (as defined below) and the second lien credit agreement, by and among the Company, Evolent Health LLC, as borrower, certain subsidiaries of the Company, as guarantors, the lenders from time to time party thereto, and Ares Capital Corporation, as administrative agent and collateral agent (the “Second Lien Credit Agreement” and, together with the First Lien Credit Agreement, the “Credit Agreements”);
•our indebtedness, our ability to service our indebtedness, and our ability to obtain additional financing on favorable terms or at all;
•interference with our ability to access the first and second lien credit facilities under our Credit Agreements;
•the potential volatility of our Class A common stock price;
•provisions in our certificate of incorporation and by-laws and provisions of Delaware law that discourage or prevent strategic transactions, including a takeover of us;
•provisions in our certificate of incorporation which could limit our stockholders’ ability to obtain a favorable judicial forum for disputes with us or our directors, officers or employees;
•our intention not to pay cash dividends on our Class A common stock;
•the impact of litigation proceedings, government inquiries, reviews, audits or investigations;
•risks related to the failure of any bank in which we deposit our funds, which could reduce the amount of cash we have available to meet our cash commitments and make additional investments;
•public health emergencies, epidemics, pandemics or contagious diseases;
•the cost of compliance with sustainability or other environmental, social responsibility or governance law and regulations; and
•the impact of increasing inflationary pressures and rising consumer costs on our business.
The risks included here are not exhaustive. Although we believe the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, level of activity, performance or achievements. More information on potential factors that could affect our businesses and financial performance is included in “Forward-Looking Statements - Cautionary Language,” “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” or similarly captioned sections of our Annual Report on Form 10-K for the year ended December 31, 2024 (the “2024 Form 10-K”) and the other periodic and current reports we make from time to time with the U.S. Securities and Exchange Commission (“SEC”). Moreover, we operate in a rapidly changing and competitive environment. New risk factors emerge from time to time, and it is not possible for management to predict all such risk factors.
Further, it is not possible to assess the effect of all risk factors on our businesses or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements. Given these risks and uncertainties, investors should not place undue reliance on forward-looking statements as a prediction of actual results. In addition, we

undertake no obligation to publicly update any forward-looking statements to reflect events or circumstances that occur after the date of this report except to the extent expressly required by law.

PART I - FINANCIAL INFORMATION
Item 1. Financial Statements
EVOLENT HEALTH, INC.
CONSOLIDATED BALANCE SHEETS
(in thousands, except share data)

| September 30, 2025 |  | December 31, 2024
| (unaudited) |  |
ASSETS |  |  |
Current assets: |  |  |
Cash and cash equivalents | $ | 116,650 |  |  | $ | 104,203 |
Restricted cash | 23,689 |  |  | 59,295 |
Accounts receivable, net (1) | 386,564 |  |  | 414,681 |
Prepaid expenses and other current assets | 22,228 |  |  | 28,938 |
Assets held for sale - current | 20,963 |  |  | — |
Total current assets | 570,094 |  |  | 607,117 |
Restricted cash | 2,665 |  |  | 14,998 |
Investments and equity method investees | 8,936 |  |  | 8,588 |
Property and equipment, net | 80,086 |  |  | 73,151 |
Right-of-use assets - operating | 4,837 |  |  | 6,134 |
Prepaid expenses and other noncurrent assets | 2,938 |  |  | 3,569 |
Contract cost assets | 11,160 |  |  | 13,378 |
Intangible assets, net | 623,693 |  |  | 680,156 |
Goodwill | 1,075,376 |  |  | 1,137,320 |
Assets held for sale - noncurrent | 73,674 |  |  | — |
Total assets | $ | 2,453,459 |  |  | $ | 2,544,411 |
LIABILITIES, MEZZANINE EQUITY AND SHAREHOLDERS’ EQUITY |  |  |
Liabilities |  |  |
Current liabilities: |  |  |
Accounts payable (1) | $ | 72,180 |  |  | $ | 96,025 |
Accrued liabilities | 60,893 |  |  | 66,361 |
Operating lease liability - current | 17,942 |  |  | 26,717 |
Accrued compensation and employee benefits | 55,380 |  |  | 33,719 |
Deferred revenue | 1,871 |  |  | 2,507 |
Short-term debt, net | 5,118 |  |  | 171,467 |
Reserve for claims and performance - based arrangements | 211,652 |  |  | 318,705 |
Liabilities held for sale - current | 4,891 |  |  | — |
Total current liabilities | 429,927 |  |  | 715,501 |
Long-term debt, net | 1,054,822 |  |  | 490,520 |
Other long-term liabilities | 3,784 |  |  | 2,984 |
Tax receivables agreement liability | 108,105 |  |  | 108,105 |
Operating lease liabilities - noncurrent | 4,433 |  |  | 24,969 |
Deferred tax liabilities, net | 10,155 |  |  | 10,900 |
Total liabilities | 1,611,226 |  |  | 1,352,979 |
Commitments and Contingencies (See Note 10) |  |  |
Mezzanine Equity |  |  |
Preferred class A common stock - $0.01 par value; 50,000,000 shares authorized; 0 and 175,000 issued, respectively | — |  |  | 190,173 |
Shareholders' Equity |  |  |
Class A common stock - $0.01 par value; 750,000,000 shares authorized; 117,564,460 and 116,575,773 shares issued, respectively | 1,176 |  |  | 1,166 |
Additional paid-in-capital | 1,791,060 |  |  | 1,803,786 |
Accumulated other comprehensive loss | (2,376) |  |  | (1,753) |
Retained earnings (accumulated deficit) | (886,196) |  |  | (780,817) |
Treasury stock, at cost; 5,971,712 and 1,537,582 shares issued, respectively | (61,431) |  |  | (21,123) |

See accompanying Notes to Consolidated Financial Statements.
1

Total shareholders’ equity | 842,233 |  |  | 1,001,259 |
Total liabilities, mezzanine equity and shareholders’ equity | $ | 2,453,459 |  |  | $ | 2,544,411 |

(1) See Note 18 for amounts attributable to related parties included in these line items.
See accompanying Notes to Consolidated Financial Statements
2

EVOLENT HEALTH, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)
(unaudited, in thousands, except per share data)

| For the Three Months Ended September 30, |  | For the Nine Months Ended September 30, |
| 2025 |  | 2024 |  | 2025 |  | 2024 |
Revenue(1) | $ | 479,533 |  |  | $ | 621,401 |  |  | $ | 1,407,510 |  |  | $ | 1,908,199 |  |
Expenses |  |  |  |  |  |  |  |
Cost of revenue (1) | 379,759 |  |  | 540,708 |  |  | 1,104,880 |  |  | 1,616,557 |  |
Selling, general and administrative expenses (1) | 77,592 |  |  | 67,060 |  |  | 231,210 |  |  | 215,349 |  |
Depreciation and amortization expenses | 23,615 |  |  | 29,701 |  |  | 70,814 |  |  | 89,074 |  |
Loss (gain) on lease termination | (1,230) |  |  | — |  |  | 676 |  |  | — |  |
Change in fair value of contingent consideration | (1,089) |  |  | 200 |  |  | 1,837 |  |  | 9,108 |  |
Total operating expenses | 478,647 |  |  | 637,669 |  |  | 1,409,417 |  |  | 1,930,088 |  |
Operating income (loss) | 886 |  |  | (16,268) |  |  | (1,907) |  |  | (21,889) |  |
Interest income | 964 |  |  | 794 |  |  | 3,322 |  |  | 4,714 |  |
Interest expense | (16,475) |  |  | (6,010) |  |  | (38,461) |  |  | (18,002) |  |
Gain (loss) from equity method investees | 156 |  |  | (2,229) |  |  | 334 |  |  | (3,623) |  |
Gain on extinguishment of short-term debt, net | 431 |  |  | — |  |  | 431 |  |  | — |  |
Loss on option exercise | — |  |  | — |  |  | (52,544) |  |  | — |  |
Extinguishment of Series A Preferred Stock and other refinancing fees | (6,000) |  |  | — |  |  | (15,000) |  |  | — |  |
Change in tax receivables agreement liability | — |  |  | — |  |  | — |  |  | (173) |  |
Other expense, net | 80 |  |  | (43) |  |  | (3) |  |  | (140) |  |
Loss before income taxes | (19,958) |  |  | (23,756) |  |  | (103,828) |  |  | (39,113) |  |
Provision for (benefit from) income taxes | 906 |  |  | (619) |  |  | 1,551 |  |  | (292) |  |
Loss before preferred dividends and accretion of Series A Preferred Stock including excise tax | (20,864) |  |  | (23,137) |  |  | (105,379) |  |  | (38,821) |  |
Dividends and accretion of Series A Preferred Stock including excise tax | (6,066) |  |  | (8,094) |  |  | (44,891) |  |  | (24,018) |  |
Net loss attributable to common shareholders of Evolent Health, Inc. | $ | (26,930) |  |  | $ | (31,231) |  |  | $ | (150,270) |  |  | $ | (62,839) |  |
Loss per common share |  |  |  |  |  |  |  |
Basic and diluted | $ | (0.24) |  |  | $ | (0.27) |  |  | $ | (1.31) |  |  | $ | (0.55) |  |
Weighted-average common shares outstanding |  |  |  |  |  |  |  |
Basic and diluted | 114,066 |  |  | 114,862 |  |  | 115,083 |  |  | 114,565 |  |
Comprehensive loss |  |  |  |  |  |  |  |
Net loss attributable to common shareholders of Evolent Health, Inc. | $ | (26,930) |  |  | $ | (31,231) |  |  | $ | (150,270) |  |  | $ | (62,839) |  |
Other comprehensive loss, net of taxes, related to: |  |  |  |  |  |  |  |
Foreign currency translation adjustment | (669) |  |  | (12) |  |  | (623) |  |  | (110) |  |
Total comprehensive loss attributable to common shareholders of Evolent Health, Inc. | $ | (27,599) |  |  | $ | (31,243) |  |  | $ | (150,893) |  |  | $ | (62,949) |  |

————————
(1)See Note 18 for amounts attributable to unconsolidated related parties included in these line items.
See accompanying Notes to Consolidated Financial Statements.
3

EVOLENT HEALTH, INC.
CONSOLIDATED STATEMENTS OF CHANGES IN MEZZANINE AND SHAREHOLDERS’ EQUITY
(unaudited, in thousands)

| For the Three Months Ended September 30, 2025
| Mezzanine Equity |  | Shareholders’ Equity
| Series A Preferred Stock |  | Class A Common Stock |  | Additional Paid-In Capital |  | Accumulated Other Comprehensive Income (Loss) |  | Retained Earnings (Accumulated Deficit) |  | Treasury Stock |  | Total Shareholders’ Equity
| Shares |  | Amount |  | Shares |  | Amount |  |  |  |  |
Balance as of June 30, 2025 | 175 |  |  | $ | 228,800 |  |  | 117,473 |  |  | $ | 1,175 |  |  | $ | 1,782,992 |  |  | $ | (1,707) |  |  | $ | (865,332) |  |  | $ | (21,123) |  |  | $ | 896,005 |
Stock-based compensation expense | — |  |  | — |  |  | — |  |  | — |  |  | 14,682 |  |  | — |  |  | — |  |  | — |  |  | 14,682 |
Restricted stock units vested, net of shares withheld for taxes | — |  |  | — |  |  | 91 |  |  | 1 |  |  | (548) |  |  | — |  |  | — |  |  | — |  |  | (547) |
Treasury share repurchase, including excise tax | — |  |  | — |  |  | — |  |  | — |  |  | — |  |  | — |  |  | — |  |  | (40,308) |  |  | (40,308) |
Exchange of mezzanine equity | (175) |  |  | (232,200) |  |  | — |  |  | — |  |  | — |  |  | — |  |  | — |  |  | — |  |  | — |
Foreign Currency translation adjustment | — |  |  | — |  |  | — |  |  | — |  |  | — |  |  | (669) |  |  | — |  |  | — |  |  | (669) |
Net income attributable to common shareholders of Evolent Health, Inc. | — |  |  | 3,400 |  |  | — |  |  | — |  |  | (6,066) |  |  | — |  |  | (20,864) |  |  | — |  |  | (26,930) |
Balance as of September 30, 2025 | — |  |  | $ | — |  |  | 117,564 |  |  | $ | 1,176 |  |  | $ | 1,791,060 |  |  | $ | (2,376) |  |  | $ | (886,196) |  |  | $ | (61,431) |  |  | $ | 842,233 |
| For the Three Months Ended September 30, 2024
| Mezzanine Equity |  | Shareholders’ Equity
| Series A Preferred Stock |  | Class A Common Stock |  | Additional Paid-In Capital |  | Accumulated Other Comprehensive Income (Loss) |  | Retained Earnings (Accumulated Deficit) |  | Treasury Stock |  | Total Shareholders’ Equity
| Shares |  | Amount |  | Shares |  | Amount |  |  |  |  |
Balance as of June 30, 2024 | 175 |  |  | $ | 184,206 |  |  | 116,262 |  |  | $ | 1,163 |  |  | $ | 1,810,054 |  |  | $ | (1,355) |  |  | $ | (734,878) |  |  | $ | (21,123) |  |  | $ | 1,053,861 |
Stock-based compensation expense | — |  |  | — |  |  | — |  |  | — |  |  | 14,416 |  |  | — |  |  | — |  |  | — |  |  | 14,416 |
Exercise of stock options | — |  |  | — |  |  | 234 |  |  | 3 |  |  | 2,340 |  |  | — |  |  | — |  |  | — |  |  | 2,343 |
Restricted stock units vested, net of shares withheld for taxes | — |  |  | — |  |  | 54 |  |  | — |  |  | (692) |  |  | — |  |  | — |  |  | — |  |  | (692) |
Foreign currency translation adjustment | — |  |  | — |  |  | — |  |  | — |  |  | — |  |  | (12) |  |  | — |  |  | — |  |  | (12) |
Net income attributable to common shareholders of Evolent Health, Inc. | — |  |  | 2,960 |  |  | — |  |  | — |  |  | (8,094) |  |  | — |  |  | (23,137) |  |  | — |  |  | (31,231) |
Balance as of September 30, 2024 | 175 |  |  | $ | 187,166 |  |  | 116,550 |  |  | $ | 1,166 |  |  | $ | 1,818,024 |  |  | $ | (1,367) |  |  | $ | (758,015) |  |  | $ | (21,123) |  |  | $ | 1,038,685 |

.
See accompanying Notes to Consolidated Financial Statements.
4

EVOLENT HEALTH, INC.
CONSOLIDATED STATEMENTS OF CHANGES IN MEZZANINE AND SHAREHOLDERS’ EQUITY
(unaudited, in thousands)

| For the Nine Months Ended September 30, 2025
| Mezzanine Equity |  | Shareholders’ Equity
| Series A Preferred Stock |  | Class A Common Stock |  | Additional Paid-In Capital |  | Accumulated Other Comprehensive Income (Loss) |  | Retained Earnings (Accumulated Deficit) |  | Treasury Stock |  | Total Shareholders’ Equity
| Shares |  | Amount |  | Shares |  | Amount |  |  |  |  |
Balance as of December 31, 2024 | 175 |  |  | $ | 190,173 |  |  | 116,576 |  |  | $ | 1,166 |  |  | $ | 1,803,786 |  |  | $ | (1,753) |  |  | $ | (780,817) |  |  | $ | (21,123) |  |  | $ | 1,001,259 |
Stock-based compensation expense | — |  |  | — |  |  | — |  |  | — |  |  | 37,343 |  |  | — |  |  | — |  |  | — |  |  | 37,343 |
Restricted stock units vested, net of shares withheld for taxes | — |  |  | — |  |  | 676 |  |  | 7 |  |  | (3,353) |  |  | — |  |  | — |  |  | — |  |  | (3,346) |
Performance stock units vested, net of shares withheld for taxes | — |  |  | — |  |  | 312 |  |  | 3 |  |  | (1,825) |  |  | — |  |  | — |  |  | — |  |  | (1,822) |
Treasury share purchase, including excise tax | — |  |  | — |  |  | — |  |  | — |  |  | — |  |  | — |  |  | — |  |  | (40,308) |  |  | (40,308) |
Exchange of mezzanine equity | (175) |  |  | (232,200) |  |  | — |  |  | — |  |  |  |  | — |  |  | — |  |  | — |  |  | — |
Foreign currency translation adjustment | — |  |  | — |  |  | — |  |  | — |  |  | — |  |  | (623) |  |  | — |  |  | — |  |  | (623) |
Net loss attributable to common shareholders of Evolent Health, Inc. | — |  |  | 42,027 |  |  | — |  |  | — |  |  | (44,891) |  |  | — |  |  | (105,379) |  |  | — |  |  | (150,270) |
Balance as of September 30, 2025 | — |  |  | $ | — |  |  | 117,564 |  |  | $ | 1,176 |  |  | $ | 1,791,060 |  |  | $ | (2,376) |  |  | $ | (886,196) |  |  | $ | (61,431) |  |  | $ | 842,233 |
| For the Nine Months Ended September 30, 2024
| Mezzanine Equity |  | Shareholders’ Equity
| Series A Preferred Stock |  | Class A Common Stock |  | Additional Paid-In Capital |  | Accumulated Other Comprehensive Income (Loss) |  | Retained Earnings (Accumulated Deficit) |  | Treasury Stock |  | Total Shareholders’ Equity
| Shares |  | Amount |  | Shares |  | Amount |  |  |  |  |
Balance as of December 31, 2023 | 175 |  |  | $ | 178,427 |  |  | 115,425 |  |  | $ | 1,154 |  |  | $ | 1,808,121 |  |  | $ | (1,257) |  |  | $ | (719,194) |  |  | $ | (21,123) |  |  | $ | 1,067,701 |
Stock-based compensation expense | — |  |  | — |  |  | — |  |  | — |  |  | 45,861 |  |  | — |  |  | — |  |  | — |  |  | 45,861 |
Exercise of stock options | — |  |  | — |  |  | 335 |  |  | 4 |  |  | 3,458 |  |  | — |  |  | — |  |  | — |  |  | 3,462 |
Restricted stock units vested, net of shares withheld for taxes | — |  |  | — |  |  | 585 |  |  | 6 |  |  | (10,832) |  |  | — |  |  | — |  |  | — |  |  | (10,826) |
Performance stock units vested, net of shares withheld for taxes | — |  |  | — |  |  | 205 |  |  | 2 |  |  | (4,566) |  |  | — |  |  | — |  |  | — |  |  | (4,564) |
Foreign currency translation adjustment | — |  |  | — |  |  | — |  |  | — |  |  | — |  |  | (110) |  |  | — |  |  | — |  |  | (110) |
Net loss attributable to common shareholders of Evolent Health, Inc. | — |  |  | 8,739 |  |  | — |  |  | — |  |  | (24,018) |  |  | — |  |  | (38,821) |  |  | — |  |  | (62,839) |
Balance as of September 30, 2024 | 175 |  |  | $ | 187,166 |  |  | 116,550 |  |  | $ | 1,166 |  |  | $ | 1,818,024 |  |  | $ | (1,367) |  |  | $ | (758,015) |  |  | $ | (21,123) |  |  | $ | 1,038,685 |

See accompanying Notes to Consolidated Financial Statements.
5

EVOLENT HEALTH, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(unaudited, in thousands)

|  | For the Nine Months Ended September 30,
|  | 2025 |  | 2024
Cash Flows Provided by (Used In) Operating Activities |  |  |  |
Loss before preferred dividends and accretion of Series A Preferred Stock including excise tax |  | $ | (105,379) |  |  | $ | (38,821) |
Adjustments to reconcile net loss to net cash and restricted cash provided by (used in) operating activities: |  |  |  |
Change in fair value of contingent consideration |  | 1,837 |  |  | 9,108 |
Loss (gain) from equity method investees |  | (334) |  |  | 3,623 |
Extinguishment of Series A Preferred Stock and other refinancing fees |  | 15,000 |  |  | — |
Gain on extinguishment of short-term debt |  | (431) |  |  | — |
Loss on option exercise |  | 52,544 |  |  | — |
Depreciation and amortization expenses |  | 70,814 |  |  | 89,074 |
Stock-based compensation expense |  | 37,343 |  |  | 45,861 |
Deferred tax expense (benefit) |  | 57 |  |  | (1,916) |
Amortization of contract cost assets |  | 5,704 |  |  | 3,604 |
Amortization of deferred financing costs |  | 4,762 |  |  | 2,650 |
Loss on lease termination |  | 676 |  |  | — |
Change in tax receivables agreement liability |  | — |  |  | 173 |
Right-of-use operating assets |  | 1,297 |  |  | 2,739 |
Other current operating cash inflows (outflows), net |  | — |  |  | 180 |
Changes in assets and liabilities, net of acquisitions: |  |  |  |
Accounts receivable, net and contract assets |  | 7,364 |  |  | 38,844 |
Prepaid expenses and other current and non-current assets |  | 388 |  |  | 7,751 |
Contract cost assets |  | (3,486) |  |  | (4,687) |
Accounts payable |  | 21,501 |  |  | 1,260 |
Accrued liabilities |  | (4,399) |  |  | 17,648 |
Operating lease liabilities |  | (29,987) |  |  | (12,209) |
Accrued compensation and employee benefits |  | 21,661 |  |  | (24,780) |
Deferred revenue |  | (636) |  |  | (3,355) |
Reserve for claims and performance-based arrangements |  | (107,053) |  |  | (91,361) |
Other long-term liabilities |  | 800 |  |  | (390) |
Net cash and restricted cash (used in) provided by operating activities |  | (9,957) |  |  | 44,996 |
Cash Flows Used In Investing Activities |  |  |  |
Cash paid for asset acquisitions and business combinations |  | (56,045) |  |  | (16,947) |
Return of equity method investments |  | 986 |  |  | 7 |
Purchases of investments and contributions to equity method investees |  | (1,000) |  |  | (7,320) |
Investments in internal-use software and purchases of property and equipment |  | (26,327) |  |  | (18,742) |
Net cash and restricted cash used in investing activities |  | (82,386) |  |  | (43,002) |
Cash Flows (Used In) Provided by Financing Activities |  |  |  |
Changes in working capital balances related to claims processing |  | (45,332) |  |  | 584 |
Payment of contingent consideration |  | (1,750) |  |  | (70,355) |
Proceeds from stock option exercises |  | — |  |  | 3,462 |
Proceeds from issuance of long-term debt, net of offering costs |  | 389,740 |  |  | (529) |
Repayment of long-term debt |  | (229,255) |  |  | — |
Repurchase of common stock |  | (39,996) |  |  | — |
Payment of preferred dividends |  | (11,127) |  |  | (15,279) |
Taxes withheld and paid for vesting of equity awards |  | (5,168) |  |  | (15,390) |

See accompanying Notes to Consolidated Financial Statements.
6

|  | For the Nine Months Ended September 30,
|  | 2025 |  | 2024
Net cash and restricted cash provided by (used in) financing activities |  | 57,112 |  |  | (97,507) |
Effect of exchange rate on cash and cash equivalents and restricted cash |  | (261) |  |  | (93) |
Net decrease in cash and cash equivalents and restricted cash |  | (35,492) |  |  | (95,606) |
Cash and cash equivalents and restricted cash as of beginning-of-period |  | 178,496 |  |  | 223,457 |
Cash and cash equivalents and restricted cash as of end-of-period |  | $ | 143,004 |  |  | $ | 127,851 |

See accompanying Notes to Consolidated Financial Statements.
7

EVOLENT HEALTH, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Note 1. Organization
Evolent Health, Inc. was incorporated in December 2014 in the state of Delaware and through its subsidiaries is a market leader in connecting care for people with complex conditions like cancer, cardiovascular disease, and musculoskeletal diagnoses. We work on behalf of health plans and other risk-bearing entities and payers (our customers) to support physicians and other healthcare providers (our users) in providing the best evidence-based care to their patients. We believe adherence to the best evidence supports better outcomes for patients, a better experience for physicians, and lower costs for the healthcare system overall.
As of September 30, 2025, the Company had unrestricted cash and cash equivalents of $116.7 million. The Company believes it has sufficient liquidity to meet its working capital and capital expenditure requirements for at least the next twelve months as of the date the financial statements were issued.
We have one operating segment and one reportable segment as our chief operating decision maker (“CODM”), who is our Chief Executive Officer, reviews financial information on a consolidated basis for purposes of evaluating financial performance and allocating resources.
The Company’s headquarters is located in Arlington, Virginia.
Evolent Health LLC Governance
Our operations are conducted through Evolent Health LLC. Evolent Health, Inc. is a holding company whose only business is to act as the sole managing member of Evolent Health LLC. As such, it controls Evolent Health LLC’s business and affairs and is responsible for the management of its business.
Note 2. Basis of Presentation, Summary of Significant Accounting Policies and Change in Accounting Principles
Basis of Presentation
In our opinion, the accompanying unaudited interim consolidated financial statements include all adjustments, consisting of normal recurring adjustments, which are necessary to fairly state our financial position, results of operations and cash flows. The interim consolidated results of operations are not necessarily indicative of the results that may occur for the full fiscal year. Certain footnote disclosures normally included in financial statements prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) have been omitted pursuant to instructions, rules and regulations prescribed by the SEC. The disclosures provided herein should be read in conjunction with the audited financial statements and notes thereto included in our 2024 Form 10-K.
Summary of Significant Accounting Policies
Certain GAAP policies that significantly affect the determination of our financial position, results of operations and cash flows, are summarized below. See “Part II - Item 8. Financial Statements and Supplementary Data - Note 2” in our 2024 Form 10-K for a complete summary of our significant accounting policies.
Accounting Estimates and Assumptions
The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions affecting the reported amounts of assets and liabilities as of the date of the financial statements and the reported amounts of revenue and expenses for the reporting period. Those estimates are inherently subject to change and actual results could differ from those estimates. In the accompanying unaudited interim consolidated financial statements, estimates are used for, but not limited to, the valuation of assets (including intangibles assets, goodwill and long-lived assets), liabilities, consideration related to business combinations and asset acquisitions, revenue recognition (including variable consideration), estimated selling prices for performance obligations in contracts with multiple performance obligations, reserves for claims and performance-based arrangements, credit losses, depreciable lives of assets, impairment of long-lived assets, stock-based compensation, deferred income taxes and valuation allowance, contingent liabilities, purchase price allocation in taxable stock transactions and useful lives of intangible assets.
8

Principles of Consolidation
The unaudited interim consolidated financial statements include the accounts of Evolent Health, Inc. and its subsidiaries. All intercompany accounts and transactions are eliminated in consolidation.
Cash and Cash Equivalents
We consider all highly liquid instruments with original maturities of three months or less to be cash equivalents. The Company holds materially all of our cash in bank deposits with the Federal Deposit Insurance Corporation (“FDIC”) participating banks at cost which approximates fair value.
Restricted Cash
Restricted cash includes cash and investments used to collateralize various contractual obligations (in thousands) as follows:

| September 30, 2025 |  | December 31, 2024
Collateral for letters of credit for facility leases (1) | $ | 222 |  |  | $ | 1,903 |
Collateral with financial institutions (2) | 15,665 |  |  | 16,590 |
Claims processing services (3) | 10,467 |  |  | 55,800 |
Total restricted cash | $ | 26,354 |  |  | $ | 74,293 |
Current restricted cash | $ | 23,689 |  |  | $ | 59,295 |
Total current restricted cash | $ | 23,689 |  |  | $ | 59,295 |
Non-current restricted cash | $ | 2,665 |  |  | $ | 14,998 |
Total non-current restricted cash | $ | 2,665 |  |  | $ | 14,998 |

————————
(1)Represents restricted cash related to collateral for letters of credit required in conjunction with lease agreements. See Note 11 for further discussion of our lease commitments.
(2)Represents collateral held with financial institutions for risk-sharing and other arrangements which are held in a FDIC participating bank account. See Note 17 for discussion of fair value measurement.
(3)Represents cash held by the Company related to claims processing services on behalf of partners. These are pass-through amounts and can fluctuate materially from period to period depending on the timing of when the claims are processed.
The following table provides a reconciliation of cash and cash equivalents and current and noncurrent restricted cash reported within the consolidated balance sheets that sum to the total of the same amounts shown in the consolidated statements of cash flows (in thousands):

| September 30,
| 2025 |  | 2024
Cash and cash equivalents | $ | 116,650 |  |  | $ | 96,583 |
Restricted cash | 26,354 |  |  | 31,268 |
Total cash and cash equivalents and restricted cash shown in the consolidated statements of cash flows | $ | 143,004 |  |  | $ | 127,851 |

Business Combinations
Companies acquired during each reporting period are reflected in the results of the Company effective from their respective dates of acquisition through the end of the reporting period. The Company allocates the fair value of purchase consideration to the assets acquired and liabilities assumed based on their estimated fair values at the acquisition date. Our estimates of fair value are based upon assumptions believed to be reasonable, but which are inherently uncertain and unpredictable and, as a result, actual results may differ from estimates. Critical estimates used to value certain identifiable assets include, but are not limited to, expected long-term revenues, future expected operating expenses, cost of capital and appropriate discount rates.
The excess of the fair value of purchase consideration over the fair value of the assets acquired and liabilities assumed in the acquired entity is recorded as goodwill. If the Company obtains new information about facts and circumstances that existed as of the acquisition date during the measurement period, which may be up to one year from the acquisition date, the Company may record adjustments to the assets acquired and liabilities assumed, with the corresponding offset to goodwill. Upon the conclusion of the measurement period or final determination of the values of assets acquired or liabilities assumed, whichever comes first, any subsequent adjustments are recorded on the Company’s consolidated statements of operations and comprehensive income (loss).
9

For contingent consideration recorded as a liability, the Company initially measures the amount at fair value as of the acquisition date and adjusts the liability to fair value at each reporting period. Changes in the fair value of contingent consideration, other than measurement period adjustments, are recognized in operating expenses on the consolidated statements of operations and comprehensive income (loss). Transaction-related expenses are recognized separately from the business combination and are expensed as incurred. See Note 4 for additional discussion regarding business combinations.
Assets Held for Sale
The Company classifies assets including allocated goodwill as held for sale when management, with appropriate authority, approves and commits to a formal plan to actively market the assets for sale at a price reasonable in relation to their estimated fair value, the assets are available for immediate sale in their present condition, an active program to locate a buyer has been initiated, the sale of the assets is probable and expected to be completed within one year, and it is unlikely that significant changes will be made to the plan. Assets held for sale are reported at the lower of their carrying value or fair value less cost to sell beginning in the period the held for sale criteria is met and the Company suspends depreciation and amortization effective the date on which the assets meet the held for sale criteria. The carrying amount of assets held for sale are adjusted each reporting period for subsequent changes in fair value less cost to sell, with losses recognized for any subsequent write-down to fair value less cost to sell, and gains recognized for any subsequent increase in fair value less cost to sell, but not in excess of the cumulative loss previously recognized.
The Company presents held for sale assets and liabilities on the consolidated balance sheets in all periods that the qualifying assets and liabilities meet the held for sale criteria. The net income (loss) related to the assets held for sale is recorded within the consolidated statement of operations and comprehensive income (loss).
Goodwill
We recognize the excess of the purchase price, plus the fair value of any non-controlling interests in the acquiree, over the fair value of identifiable net assets acquired as goodwill. Goodwill is not amortized, but is reviewed at least annually for indications of impairment, with consideration given to financial performance and other relevant factors. We perform impairment tests of goodwill at a reporting unit level on October 31 of each year. We perform impairment tests between annual tests if an event occurs, or circumstances change, that we believe would more likely than not reduce the fair value of a reporting unit below its carrying amount.
Our goodwill impairment analysis first assesses qualitative factors to determine whether events or circumstances existed that would lead the Company to conclude it is more likely than not that the fair value of its reporting unit is below its carrying amount. If the Company determines that it is more likely than not that the fair value of its reporting unit is below the carrying amount, a quantitative goodwill assessment is required. In the quantitative evaluation, the fair value of our reporting unit is determined and compared to the carrying value. If the fair value is greater than the carrying value, then the carrying value is deemed to be recoverable and no further action is required. If the fair value estimate is less than the carrying value, goodwill is considered impaired for the amount by which the carrying amount exceeds our reporting unit’s fair value and a charge is reported in goodwill impairment on our consolidated statements of operations and comprehensive income (loss). See Note 8 for additional discussion regarding our goodwill impairment tests.
Intangible Assets, Net
Identified intangible assets are recorded at their estimated fair values at the date of acquisition and are amortized over their respective estimated useful lives using a method of amortization that reflects the pattern in which the economic benefits of the intangible assets are used.
The following summarizes the estimated useful lives by asset classification:

Customer relationships | 11 - 25 years
Technology | 5 years

As part of the organizational changes as a result of growth in our value-based specialty care business, we sunset several corporate trade names and replaced them with Evolent signifying our adoption and launch of a unified brand. As a result, we accelerated amortization such that all corporate trade names were fully amortized by December 2024.
Intangible assets are reviewed for impairment if circumstances indicate the Company may not be able to recover the asset’s carrying value. The Company evaluates recoverability by determining whether the undiscounted cash flows expected to result from the use and eventual disposition of that asset or group exceed the carrying value at the evaluation date. If the undiscounted cash flows are not
10

sufficient to cover the carrying value, the Company measures an impairment loss as the excess of the carrying amount of the long-lived asset or group over its fair value. See Note 8 for additional discussion regarding our intangible assets.
Research and Development Costs
Research and development costs consist primarily of personnel and related expenses (including stock-based compensation and employee taxes and benefits) for employees engaged in research and development activities as well as third-party fees. All such costs are expensed as incurred. We focus our research and development efforts on activities that support our technology infrastructure, clinical program development, data analytics and network development capabilities. Research and development costs are recorded within selling, general and administrative expenses on our consolidated statements of operations and comprehensive income (loss).
Reserves for Claims and Performance-based Arrangements
Reserves for claims and performance-based arrangements reflect estimates of payments under performance-based arrangements and the ultimate cost of claims that have been incurred but not reported, including expected development on reported claims, those that have been reported but not yet paid (reported claims in process) and other medical care expenses and services payable that are primarily composed of accruals for incentives and other amounts payable to health care professionals and facilities. The Company uses actuarial principles and assumptions that are consistently applied in each reporting period and recognizes the actuarial best estimate of the ultimate liability along with a margin for adverse deviation. This approach is consistent with actuarial standards of practice that the liabilities be adequate under moderately adverse conditions.
The process of estimating reserves involves a considerable degree of judgment by the Company and, as of any given date, is inherently uncertain. The methods for making such estimates and for establishing the resulting liability are continually reviewed and adjustments are reflected in current results of operations in the period in which they are identified as experience develops or new information becomes known. See Note 21 for additional discussion regarding our reserves for claims and performance-based arrangements.
Right of Offset
Certain customer arrangements give the Company the legal right to net payment for amounts due from customers and claims payable. As of September 30, 2025 and December 31, 2024, approximately 78% and 67%, respectively, of gross accounts receivable has been netted against claims payable in lieu of cash receipt. Furthermore, as of September 30, 2025 and December 31, 2024, approximately 51% and 23% of our accounts receivable, net could ultimately be settled on a net basis, once the criteria for netting have been met. The increase is primarily due to another customer becoming eligible to settle balances on a net basis. Additionally, the Company offsets its accounts receivable and claims reserve under its total cost of care management solution.
Debt
Convertible notes and amounts borrowed under our Credit Agreements are carried at cost, net of debt discounts and issuance costs, as long-term debt or short-term debt on the consolidated balance sheets based on remaining time to maturity. The debt discounts and issuance costs are amortized to interest expense on the consolidated statements of operations and comprehensive income (loss) using the effective interest rate method. Cash interest payments are due either quarterly or semi-annually in arrears and we accrue interest expense monthly based on the applicable rate. See Note 9 for further discussion regarding our convertible notes and Credit Agreements.
Revenue Recognition
Our revenue contracts are typically multi-year arrangements with customers to provide solutions designed to lower the medical expenses of our partners and include our total cost of care management and specialty care management services solutions, provide comprehensive health plan operations and claims processing services, and also include transition or run-out services to customers.
We use the following 5-step model, outlined in Accounting Standards Codification (“ASC”) Topic 606, Revenue from Contracts with Customers (“ASC 606”), to determine revenue recognition from our contracts with customers:
• Identify the contract(s) with a customer
• Identify the performance obligations in the contract
• Determine the transaction price
• Allocate the transaction price to performance obligations
• Recognize revenue when (or as) the entity satisfies a performance obligation
See Note 5 for further discussion of our policies related to revenue recognition.
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Convertible Preferred Equity
Our shares of Convertible Preferred Equity are classified within temporary equity, as events outside the Company’s control triggers such shares to become redeemable. Costs associated with the issuance of redeemable preferred stock are presented as discounts to the carrying value of the redeemable preferred stock and are amortized using the effective interest method, over the term of the Convertible Preferred Equity.
During the three months ended September 30, 2025, the Company completed the exchange of its existing Series A Preferred Stock for a new second lien term loan facility on substantively similar economic terms to the existing Series A Preferred Stock, with no common stock conversion feature. Refer to Note 12 for further discussion of our Convertible Preferred Equity.
Note 3. Recently Issued Accounting Standards
In November 2023, the FASB issued ASU 2023-07, “Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures” (“ASU 2023-07”), which enhances the disclosures required for operating segments in the Company’s annual and interim consolidated financial statements, including those companies with a single operating segment. ASU 2023-07 is effective retrospectively for fiscal years beginning after December 15, 2023 and for interim periods within fiscal years beginning after December 15, 2024. The Company adopted ASU 2023-07 for the year ended December 31, 2024. See Note 20 for segment disclosures.
In December 2023, the FASB issued ASU 2023-09, Improvements to Income Tax Disclosures (“ASU 2023-09”). ASU 2023-09 includes requirements that an entity disclose specific categories in the rate reconciliation and provide additional information for reconciling items that are greater than five percent of the amount computed by multiplying pretax income (or loss) by the applicable statutory income tax rate. The standard also requires that entities disclose income (or loss) from continuing operations before income tax expense (or benefit) and income tax expense (or benefit) each disaggregated between domestic and foreign. The Company adopted ASU 2023-09 effective January 1, 2025. We do not expect this standard to have a material impact to our results of operations, cash flows or financial condition.
In November 2024, the FASB issued ASU 2024-03, “Income Statement-Reporting Comprehensive Income-Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses” (“ASU 2024-03”). ASU 2024-03 requires additional disclosure of specific types of expenses included in the expense captions presented on the face of the income statement as well as disclosures about selling expenses. ASU 2024-03 is effective for fiscal years beginning after December 15, 2026, and interim periods beginning after December 15, 2027, with early adoption permitted. ASU 2024-03 may be applied prospectively with the option for retrospective application for all prior periods presented. The Company is currently evaluating the impact of adopting this guidance on the Company’s current financial position, results of operations or financial statement disclosures.
In November 2024, the FASB issued ASU 2024-04, Debt with Conversion and Other Options (Subtopic 470-20) “Induced Conversions of Convertible Debt Instruments” to clarify the requirements for determining whether certain settlements of convertible debt instruments should be accounted for as an induced conversion. Under the amendments, to account for a settlement of a convertible debt instrument as an induced conversion, an inducement offer is required to provide the debt holder with, at a minimum, the consideration (in form and amount) issuable under the conversion privileges provided in the terms of the instrument. An entity should assess whether this criterion is satisfied as of the date the inducement offer is accepted by the holder. If, when applying this criterion, the convertible debt instrument had been exchanged or modified (without being deemed substantially different) within the one-year period leading up to the offer acceptance date, an entity should compare the terms provided in the inducement offer with the terms that existed one year before the offer acceptance date. The amendments in this update also clarify that the induced conversion guidance applies to a convertible debt instrument that is not currently convertible as long as it had a substantive conversion feature as of both its issuance date and the date the inducement offer is accepted. The amendments are effective for all entities for annual reporting periods beginning after December 15, 2025, and interim reporting periods within those annual reporting periods. The Company is examining the impact this pronouncement may have on the Company’s consolidated financial statements.
In May 2025, the FASB issued ASU 2025-03, Business Combinations (Topic 805) and Consolidation (Topic 810) “Determining the Accounting Acquirer in the Acquisition of a Variable Interest Entity” to improve the requirements for identifying the accounting acquirer in Topic 805, Business combinations. It is a revision of the current guidance for determining the accounting acquirer for a transaction affected primarily by exchanging equity interest in which the legal acquiree is a variable interest entity (VIE) that meets the definition of a business. The amendment in this update requires an entity involved in an acquisition transaction to consider additional factors in ASC 805 to determine which entity is the accounting acquirer thus improving comparability between business combinations and consequently focusing at enhancing financial statements. In a business combination, the accounting acquiree’s assets and liabilities are generally required to be initially measured at fair value, subject to specific exceptions in Topic 805 and the accounting acquirer’s existing assets and liabilities are not remeasured under the business combinations guidance. ASU 2025-03
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expands the factors to consider when determining the accounting acquirer and acquiree as it can significantly affect the carrying amounts of the combined entity’s assets and liabilities thus affecting post combination net income. This amendment is different than current GAAP because for certain transactions, they replace the requirement that the primary beneficiary always is the acquirer by inducing the reporting entity to use an assessment to examine the factors in ASC 805-10-55-12 through 55-15 to determine which entity is the accounting acquirer. Application of this revision is prospectively to any acquisition transaction that occurs after the initial application date. The amendments are effective for all entities for annual reporting periods beginning after December 15, 2026, and interim reporting periods within those annual reporting periods. The Company is examining the impact this pronouncement may have on the Company’s consolidated financial statements.
In May 2025, the FASB issued ASU 2025-04, Compensation—Stock Compensation (Topic 718) and Revenue from Contracts with Customers (Topic 606) “Clarifications to Share-Based Consideration Payable to a Customer” to provide context in share-based considerations payable to a customer. The update reduces diversity in practice and improves the decision usefulness of the guidance for share-based consideration payable to a customer in conjunction with selling goods or services. Amendments in Accounting Standards Update No. 2019-08, Compensation—Stock Compensation (Topic 718) and Revenue from Contracts with Customers (Topic 606) require that if share-based consideration payable to a customer contains vesting conditions, the grantor must determine whether the vesting conditions represent service conditions or performance conditions. That determination can affect when the grantor recognizes revenue because it is required to estimate the probable outcome of a performance condition and also consider forfeitures. For instance, when the grantor elects to account for forfeitures as they occur, revenue recognition may be delayed for awards that are not probable of vesting. ASU 2025-04 revises the definition of a “performance condition” and eliminates a forfeiture policy election for service conditions associated with share-based consideration payable to a customer. The amendments in this Update permit a grantor to apply the new guidance on either a modified retrospective or a retrospective basis. The amendments in this Update are effective for all entities for annual reporting periods (including interim reporting periods within annual reporting periods) beginning after December 15, 2026. Early adoption is permitted for all entities. The Company is examining the impact this pronouncement may have on the Company’s consolidated financial statements.
In September 2025, the FASB issued ASU 2025-06, Intangibles-Goodwill and Other-Internal-Use Software (Subtopic 350-40), Targeted Improvements to the Accounting for Internal-Use Software, to modernize the accounting for software costs that are accounted for under Subtopic 350-40. ASU 2025-06 removes all references to prescriptive and sequential software development stages throughout Subtopic 350-40. Therefore, an entity is required to start capitalizing software costs when both of the following occur: 1) management has authorized and committed to funding the software project and 2) it is probable that the project will be completed and the software will be used to perform the function intended. The amendments in ASU 2025-06 are effective for annual reporting periods beginning after December 15, 2027, and interim reporting periods within those annual reporting periods. Early adoption is permitted as of the beginning of an annual reporting period. The amendments in ASU 2025-06 permits entities to use either 1) a prospective transition approach, 2) a modified transition approach, or 3) a retrospective transition approach. The Company is assessing the impact of the ASU on its consolidated financial statements and related disclosures.
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Note 4. Transactions
Disposals
On September 23, 2025, the Company, entered into a Stock Purchase Agreement (the “Purchase Agreement”) pursuant to which the Company will sell all of the outstanding shares of capital stock of Evolent Care Partners Holding Company, Inc, a wholly owned subsidiary of Evolent Health LLC (“ECP Holding Company”) for a purchase price of $100.0 million, subject to customary closing purchase price adjustments, and a contingent payment of up to $13.0 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.
The Company determined that the transaction met the held for sale criteria and ceased recording amortization of provider network contract intangibles at that time. The carrying value of net assets and liabilities of $89.7 million, inclusive of allocated goodwill, which was determined to be lower than its fair value, less costs to sell, was reclassified in the Company’s consolidated balance sheet as assets held for sale - current, assets held for sale - noncurrent and liabilities held for sale - current during the third quarter of 2025. The Company allocated $61.9 million of goodwill to the transaction based on the value of the transaction compared to the estimated business enterprise value on the date which the transaction met the held for sale criteria.
Business Combinations
Machinify
On August 1, 2024, the Company completed its acquisition of certain assets of Machinify, Inc. and the exclusive, perpetual and royalty-free license of Machinify Auth, a software platform that leverages the latest advances in artificial intelligence (“Machinify”). The acquisition consideration was $28.5 million which included $19.5 million of cash, $11.0 million which was paid upon closing and $8.5 million which was paid on November 1, 2024, as well as an earn-out consisting of additional consideration of up to $12.5 million payable in cash or shares of the Company’s Class A common stock at the election of the Company. As of August 1, 2024, the contingent consideration was fair valued at $9.0 million. See Note 17 for additional information regarding the fair value determination of the earn-out consideration.
The purchase price was allocated to the assets acquired and liabilities assumed based on their estimated fair values as of August 1, 2024, as follows (in thousands):

Purchase consideration:
Cash | $ | 19,500 |
Fair value of contingent consideration | 9,000 |
Total consideration | $ | 28,500 |
Identifiable intangible assets acquired: |
Technology | $ | 7,700 |
Total identifiable intangible assets acquired | 7,700 |
Liabilities assumed: |
Accrued compensation and employee benefits | 9 |
Total liabilities assumed | 9 |
Goodwill | 20,809 |
Net assets acquired | $ | 28,500 |

Identifiable intangible assets associated with technology will be amortized on a straight-line basis over their preliminary estimated useful lives of 5 years. The fair value of the intangible assets was determined using the replacement cost method which involves estimating an asset’s value by the cost to replace the asset with a similar asset in a similar condition on the closing date of the transaction. Goodwill is calculated as the difference between the acquisition date fair value of the total consideration and the fair value of the net assets acquired and represents the future economic benefits that we expect to achieve as a result of the acquisition. The goodwill is deductible for tax purposes.
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Note 5. Revenue Recognition
Our revenue contracts are typically multi-year arrangements with customers to provide solutions designed to lower the medical expenses of our partners and include our total cost of care management and specialty care management services solutions, provide comprehensive health plan operations and claims processing services, and also include transition or run-out services to customers.
Our performance obligation in these arrangements is to provide an integrated suite of services, including access to our platform that is customized to meet the specialized needs of our partners and providers. Generally, we will apply the series guidance to the performance obligation as we have determined that each time increment is distinct. We primarily utilize a variable fee structure for these services that typically includes a monthly payment that is calculated based on a specified per member per month rate, multiplied by the number of members that our partners are managing under a value-based care arrangement or a percentage of plan premiums. Our arrangements may also include other variable fees related to service level agreements, shared medical savings arrangements and other performance measures. Variable consideration is estimated using the most likely amount based on our historical experience and best judgment at the time. Due to the nature of our arrangements, certain estimates may be constrained if it is probable that a significant reversal of revenue will occur when the uncertainty is resolved. We recognize revenue over time using the time elapsed output method. Fixed consideration is recognized ratably over the contract term. In accordance with the series guidance, we allocate variable consideration to the period to which the fees relate. Our revenue includes certain services which are billed on a per-case basis.
Contracts with Multiple Performance Obligations
Our contracts with customers may contain multiple performance obligations, primarily when the partner has requested both administrative services and other services such as our specialty care management or total cost of care management services as these services are distinct from one another. When a contract has multiple performance obligations, we allocate the transaction price to each performance obligation based on the relative standalone selling price using the expected cost margin approach. This approach requires estimates regarding both the level of effort it will take to satisfy the performance obligation as well as fees that will be received under the variable pricing model. We also take into consideration customer demographics, current market conditions, the scope of services and our overall pricing strategy and objectives when determining the standalone selling price.
Principal vs. Agent
We use third parties to assist in satisfying our performance obligations. In order to determine whether we are the principal or agent in the arrangement, we review each third-party relationship on a contract-by-contract basis. As we integrate goods and services provided by third parties into our overall service, we control the services provided to the customer prior to its delivery. As such, we are the principal and we will recognize revenue on a gross basis. In certain cases, we do not control the services from third parties before it is delivered to the customer, thereby recognizing revenue on a net basis.
Disaggregation of Revenue
The following table represents Evolent’s revenue disaggregated by line of business and product type (in thousands):

| For the Three Months Ended September 30, |  | For the Nine Months Ended September 30,
| 2025 |  | 2024 |  | 2025 |  | 2024 |  |
Medicaid | $ | 227,535 |  |  | $ | 214,627 |  |  | $ | 608,677 |  |  | $ | 646,819 |  |  |
Medicare | 128,714 |  |  | 238,527 |  |  | 353,074 |  |  | 794,160 |  |  |
Commercial and other | 123,284 |  |  | 168,246 |  |  | 445,759 |  |  | 467,220 |  |  |
Total | $ | 479,533 |  |  | $ | 621,400 |  |  | $ | 1,407,510 |  |  | $ | 1,908,199 |  |  |
Performance Suite | $ | 286,935 |  |  | $ | 435,100 |  |  | $ | 857,873 |  |  | $ | 1,344,920 |  |  |
Specialty Technology and Services Suite | 93,263 |  |  | 85,474 |  |  | 257,485 |  |  | 255,992 |  |  |
Administrative Services | 57,811 |  |  | 59,396 |  |  | 170,882 |  |  | 178,735 |  |  |
Cases | 41,524 |  |  | 41,430 |  |  | 121,270 |  |  | 128,552 |  |  |
Total | $ | 479,533 |  |  | $ | 621,400 |  |  | $ | 1,407,510 |  |  | $ | 1,908,199 |  |  |

Transaction Price Allocated to the Remaining Performance Obligations
For contracts with a term greater than one year, we have allocated approximately $29.8 million of transaction price to performance obligations that are unsatisfied as of September 30, 2025. We do not include variable consideration that is allocated entirely to a wholly unsatisfied performance obligation accounted for under the series guidance in the calculation. As a result, the balance
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represents the value of the fixed consideration in our long-term contracts that we expect will be recognized as revenue in a future period and excludes the majority of our revenue, which is primarily derived based on variable consideration. We expect to recognize revenue on approximately 33%, 64% and 3% of these remaining performance obligations by December 31, 2025, 2026 and 2027, respectively. However, because our existing contracts may be canceled or renegotiated including for reasons outside our control, the amount of revenue that we actually receive may be more or less than this estimate and the timing of recognition may not be as expected.
Contract Balances
Contract balances consist of accounts receivable, contract assets and deferred revenue. Contract assets are recorded when the right to consideration for services is conditional on something other than the passage of time. Contract assets relating to unbilled receivables are transferred to accounts receivable when the right to consideration becomes unconditional. We classify contract assets as current or non-current based on the timing of our rights to the unconditional payments. Our contract assets are generally classified as current and recorded within prepaid expenses and other current assets on our consolidated balance sheets. Our current accounts receivables are classified within accounts receivable, net on our consolidated balance sheets and our non-current accounts receivable are classified within prepaid expenses and other non-current assets on our consolidated balance sheets.
Deferred revenue includes advance customer payments and billings in excess of revenue recognized. We classify deferred revenue as current or non-current based on the timing of when we expect to recognize revenue. Our current deferred revenue is recorded within deferred revenue on our consolidated balance sheets and non-current deferred revenue is recorded within other long-term liabilities on our consolidated balance sheets.
The following table provides information about receivables, contract assets and deferred revenue from contracts with customers as of September 30, 2025 and December 31, 2024 (in thousands):

| September 30, 2025 |  | December 31, 2024
Short-term receivables (1) | $ | 406,061 |  |  | $ | 413,346 |
Short-term deferred revenue | 1,871 |  |  | 2,507 |
Long-term deferred revenue | 220 |  |  | — |

————————
(1)Excludes pharmacy rebate receivable and pharmacy claims receivable.
Changes in deferred revenue for the nine months ended September 30, 2025 are as follows (in thousands):

Deferred revenue |
Balance as of beginning-of-period | $ | 2,507 |
Reclassification to revenue, as a result of performance obligations satisfied | (1,671) |
Cash received in advance of satisfaction of performance obligations | 1,255 |
Balance as of end of period | $ | 2,091 |

The amount of revenue, excluding customer discounts of $2.5 million and $6.8 million for the three and nine months ended September 30, 2025, respectively, recognized from performance obligations satisfied (or partially satisfied) in a previous year was $13.7 million and $(6.3) million for the three and nine months ended September 30, 2025, respectively, due primarily to retroactive contract amendments offset by net gain share as well as changes in other estimates.
Contract Cost Assets
Certain bonuses and commissions earned by our sales team are considered incremental costs of obtaining a contract with a customer that we expect to be recoverable. The capitalized contract acquisition costs are classified as non-current assets and recorded within contract cost assets on our consolidated balance sheets. Amortization expense is recorded within selling, general and administrative expenses on the accompanying consolidated statements of operations and comprehensive income (loss). As of September 30, 2025 and December 31, 2024, the Company had $3.2 million and $2.9 million, respectively, of contract acquisition cost assets, net of accumulated amortization recorded in contract cost assets on the consolidated balance sheets. In addition, the Company recorded amortization expense of $0.3 million and $0.8 million for the three and nine months ended September 30, 2025, respectively, and $0.3 million and $0.9 million for the three and nine months ended September 30, 2024, respectively.
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In our revenue contracts, we incur certain costs related to the implementation of our platform before we begin to satisfy our performance obligation to the customer. The costs, which we expect to recover, are considered costs to fulfill a contract. Our contract fulfillment costs primarily include our employee labor costs and third-party vendor costs. The capitalized contract fulfillment costs are classified as non-current and recorded within contract cost assets on our consolidated balance sheets. Amortization expense is recorded within cost of revenue on the accompanying consolidated statements of operations and comprehensive income (loss). As of September 30, 2025 and December 31, 2024, the Company had $8.0 million and $10.4 million, respectively, of contract fulfillment cost assets, net of accumulated amortization recorded in contract cost assets on the consolidated balance sheets. In addition, the Company recorded amortization expense including the acceleration of amortization of contract costs for certain customers of $2.9 million and $4.9 million for the three and nine months ended September 30, 2025, respectively, and $0.9 million and $2.7 million for the three and nine months ended September 30, 2024, respectively.
These costs are deferred and then amortized on a straight-line basis over a period of benefit that we have determined to be the shorter of the contract term or five years. The period of benefit is based on our technology, the nature of our partner arrangements and other factors.
Note 6. Credit Losses
We are exposed to credit losses primarily through our accounts receivable from revenue transactions, investments held at amortized cost and other notes receivable. We estimate expected credit losses based on past events, current conditions and reasonable and supportable forecasts. Expected credit losses are measured over the remaining contractual life of these assets. As part of our consideration of current and forward-looking economic conditions, current inflationary pressures on our customers’ and other third parties’ ability to pay, we observed an increase in our current past due trade accounts receivable offset by a higher provision for certain customers due to their credit risk profile and timing of payments for the three months ended September 30, 2025.
Accounts Receivable from Revenue Transactions
Accounts receivable represent the amounts owed to the Company for goods or services provided to customers or third parties. Current accounts receivables are classified within accounts receivable, net on the Company’s consolidated balance sheets, while non-current accounts receivables are classified within prepaid expenses and other noncurrent assets on the Company’s consolidated balance sheets.
We monitor our ongoing credit exposure through active review of counterparty balances against contract terms, due dates and business strategy. Our activities include timely account reconciliation, dispute resolution and payment confirmation. In addition, the Company will establish a general reserve based on delinquency rates. Historical loss rates are determined for each delinquency bucket in 30-day past-due intervals and then applied to the composition of the reporting date balance based on delinquency. The allowance implied from application of the historical loss rates is then adjusted, as necessary, for current conditions and reasonable and supportable forecasts.
The following table compiles the percentages of outstanding accounts receivable based on our aging analysis of our trade accounts receivable, non-trade accounts receivable and contract assets (in thousands):

| September 30, 2025 |  | December 31, 2024
Current | 87 | % |  | 54 | %
Past due 1-60 days | 7 | % |  | 15 | %
Past due 61+ days | 6 | % |  | 31 | %
Accounts receivable, net of allowance | $ | 408,053 |  |  | $ | 420,914 |

The following table summarizes the changes in allowance for credit losses on our accounts receivables, certain non-trade accounts receivable and contract assets (in thousands):

| For the Nine Months Ended September 30,
| 2025 |  | 2024
Balance as of beginning of period | $ | (15,368) |  |  | $ | (16,361) |
Provision for credit losses | (7,243) |  |  | (1,050) |
Charge-offs(1) | 2,504 |  |  | 5,722 |
Balance as of end of period | $ | (20,107) |  |  | $ | (11,689) |

————————
(1) Charge-offs for the nine months ended September 30, 2025 and 2024 are primarily related to balances written-off that were previously reserved.
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Note 7. Property and Equipment, Net
The following summarizes our property and equipment (in thousands):

| September 30, 2025 |  | December 31, 2024
Computer hardware | $ | 15,794 |  |  | $ | 14,734 |
Furniture and equipment | 971 |  |  | 983 |
Internal-use software development costs | 261,411 |  |  | 235,831 |
Leasehold improvements | 1,454 |  |  | 1,479 |
Total property and equipment | 279,630 |  |  | 253,027 |
Accumulated depreciation expense | (199,544) |  |  | (179,876) |
Total property and equipment, net | $ | 80,086 |  |  | $ | 73,151 |

The Company capitalized $8.5 million and $25.6 million for the three and nine months ended September 30, 2025, respectively, and $5.7 million and $16.0 million for the three and nine months ended September 30, 2024, respectively, of internal-use software development costs. The net book value of capitalized internal-use software development costs was $76.7 million and $68.7 million as of September 30, 2025 and December 31, 2024, respectively.
Depreciation expense related to property and equipment was $6.3 million and $20.0 million for the three and nine months ended September 30, 2025, respectively, and $7.5 million and $22.9 million for the three and nine months ended September 30, 2024, respectively, of which amortization expense related to capitalized internal-use software development costs was $5.6 million and $17.5 million for the three and nine months ended September 30, 2025, respectively, and $6.3 million and $19.3 million for the three and nine months ended September 30, 2024, respectively.
Note 8. Goodwill and Intangible Assets, Net
Goodwill
Goodwill has an estimated indefinite life and is not amortized; rather, it is reviewed for impairment at least annually or whenever events or changes in circumstances indicate that the carrying amount of the asset may not be recoverable.
Our annual goodwill impairment review occurs on October 31 of each fiscal year. We evaluate qualitative factors that could cause us to believe the estimated fair value of our reporting unit may be lower than the carrying value and trigger a quantitative assessment, including, but not limited to (i) macroeconomic conditions, (ii) industry and market considerations, (iii) our overall financial performance, including an analysis of our current and projected cash flows, revenues and earnings, (iv) a sustained decrease in share price and (v) other relevant entity-specific events including changes in management, strategy, partners, or litigation.
2024 Goodwill Impairment Test
The Company elected to forego the qualitative assessment and proceed directly to the quantitative assessment of the goodwill impairment test for our sole reporting unit. To determine the implied fair value for our single reporting unit, we used a discounted cash flow valuation approach (“income approach”). In determining the estimated fair value using the income approach, we projected future cash flows based on management’s estimates and long-term plans and applied a discount rate based on the Company’s weighted average cost of capital. This analysis required us to make judgments about revenues, expenses, fixed asset and working capital requirements, applicable tax rates, capital market assumptions and other subjective inputs. In our quantitative assessment, the most sensitive assumption related to the income approach, other than the projected cash flows, was the discount rate. A significant increase in the discount rate in isolation would result in a significantly lower fair value. The concluded fair value under the income approach exceeded carrying value of consolidated total assets by approximately $336.0 million, or 13.6%, as of October 31, 2024. As fair value was greater than carrying value under the income approach, goodwill was not impaired as of October 31, 2024. As of September 30, 2024, Evolent assessed whether there were events or changes in circumstances that would more likely than not reduce the fair value of its goodwill below its carrying amount and require an additional impairment test. The Company determined there had been no such indicators. Therefore, it was unnecessary to perform an additional goodwill impairment assessment as of September 30, 2024.
2025 Goodwill Impairment Test
On September 23, 2025, the Company agreed to sell Evolent Care Partners Holding Company, Inc., a wholly owned subsidiary. As a result, the Company performed an interim goodwill impairment assessment as of September 11, 2025. We used the income approach, adjusted to exclude the future impact of Evolent Care Partners Holding Company, in our interim goodwill impairment analysis. This analysis required us to make judgments about revenues, expenses, fixed asset and working capital requirements, capital market
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assumptions, cash flows and discount rates. The quantitative analysis showed that the fair value exceeded the carrying value. We will continue to monitor for such changes in facts or circumstances, which may be indicators of potential impairment triggers.
Change in Goodwill
The following table summarizes the changes in the carrying amount of goodwill, for the periods presented (in thousands):

| For the Nine Months Ended September 30,
| 2025 |  | 2024 |  |
Balance, beginning of period | $ | 1,137,320 |  |  | $ | 1,116,542 |  |  |
Goodwill acquired | — |  |  | 20,809 |  |  |
Goodwill allocated to disposal (1) | (61,908) |  |  | — |  |  |
Foreign currency translation | (36) |  |  | (9) |  |  |
Balance, end of period | $ | 1,075,376 |  |  | $ | 1,137,342 |  |  |

————————
(1)During the three months ended September 30, 2025, the Company allocated $61.9 million of goodwill to the agreed-upon sale of ECP Holding Company based on the value of the transaction compared to the estimated business enterprise value on the date which the transaction met the held for sale criteria. See Note 4 for further discussion on disposals.
Intangible Assets, Net
Details of our intangible assets (in thousands, except weighted-average useful lives) are presented below:

| September 30, 2025 |  | December 31, 2024
| Weighted- Average Remaining Useful Life |  | Gross Carrying Amount |  | Accumulated Amortization |  | Net Carrying Value |  | Weighted- Average Remaining Useful Life |  | Gross Carrying Amount |  | Accumulated Amortization |  | Net Carrying Value
Corporate trade name | 0.0 |  | $ | 51,965 |  |  | $ | 51,965 |  |  | $ | — |  |  | 0.0 |  | $ | 51,965 |  |  | $ | 51,965 |  |  | $ | — |
Customer relationships | 12.7 |  | 806,668 |  |  | 221,825 |  |  | 584,843 |  |  | 13.5 |  | 806,668 |  |  | 186,377 |  |  | 620,291 |
Technology | 2.2 |  | 169,715 |  |  | 130,865 |  |  | 38,850 |  |  | 3.0 |  | 169,715 |  |  | 117,924 |  |  | 51,791 |
Below market lease, net | 0.0 |  | 1,218 |  |  | 1,218 |  |  | — |  |  | 0.0 |  | 1,218 |  |  | 1,218 |  |  | — |
Provider network contracts (1) | 0.0 |  | 9,600 |  |  | 9,600 |  |  | — |  |  | 4.8 |  | 26,522 |  |  | 18,448 |  |  | 8,074 |
Total intangible assets, net |  |  | $ | 1,039,166 |  |  | $ | 415,473 |  |  | $ | 623,693 |  |  |  |  | $ | 1,056,088 |  |  | $ | 375,932 |  |  | $ | 680,156 |

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(1)As part of our agreed-upon sale of Evolent Care Partners Holding Company, Inc, the Company reclassified $21.5 million of gross carrying amount provider network contracts with a net carrying value of $10.7 million to assets held for sale - non current on the date which the transaction met the held for sale criteria.
Amortization expense related to intangible assets was $17.3 million and $50.8 million for the three and nine months ended September 30, 2025, respectively, and $22.2 million and $66.2 million for the three and nine months ended September 30, 2024, respectively. The decrease in amortization expense for the three and nine months ended September 30, 2025 compared to the three and nine months ended September 30, 2024 was driven primarily by organizational changes as a result of growth in our value-based specialty care business. As a result, we sunset several corporate trade names and replace them with Evolent signifying our adoption and launch of a unified brand and accelerated amortization such that all corporate trade names were fully amortized by December 2024.
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Future estimated amortization of intangible assets (in thousands) as of September 30, 2025, is as follows:

2025 | $ | 16,130 |
2026 | 64,271 |
2027 | 61,529 |
2028 | 49,633 |
2029 | 47,492 |
Thereafter | 384,638 |
Total future amortization of intangible assets | $ | 623,693 |

Intangible assets are reviewed for impairment if circumstances indicate the Company may not be able to recover the assets’ carrying value. We did not identify any circumstances during the three and nine months ended September 30, 2025 that require an impairment test for our intangible assets.
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Note 9. Debt
Terms of Convertible Senior Notes
The Company issued $172.5 million aggregate principal amount of its 1.50% Convertible Senior Notes due 2025 in October 2018 (the “2025 Notes”), $402.5 million aggregate principal amount of its 3.50% Convertible Senior Notes due 2029 in December 2023 (the “2029 Notes”) and $166.8 million aggregate principal amount of its 4.50% Convertible Senior Notes due 2031 in August 2025 (the “2031 Notes” and together with the 2025 Notes and the 2029 Notes, the “Convertible Senior Notes”), in private placements to qualified institutional buyers within the meaning of Rule 144A under the Securities Act. The 2025 Notes matured on October 15, 2025. The 2029 Notes and 2031 Notes will mature on the date in the table below, unless earlier repurchased, redeemed or converted in accordance with their respective terms prior to such date.
The Convertible Senior Notes are recorded on our accompanying consolidated balance sheets at their net carrying values. All of our Convertible Senior Notes also have embedded conversion options and contingent interest provisions, which have not been recorded as separate financial instruments and their fair values are Level 2 inputs. Refer to Note 17 for additional discussion on the fair value classifications of our Convertible Senior Notes.
The 2029 Notes and 2031 Notes are convertible into cash, shares of the Company’s Class A common stock, or a combination of cash and shares of the Company’s Class A common stock, at the Company’s election, based on an initial conversion rate of Class A common stock per $1,000 principal amount of the 2029 Notes and 2031 Notes, which is equivalent to an initial conversion price of the Company’s Class A common stock. In the aggregate, the 2029 Notes and 2031 Notes are initially convertible into 22.9 million shares of the Company’s Class A common stock excluding any shares issuable by the Company upon a conversion in connection with a make-whole fundamental change or a notice of redemption. The conversion rate may be adjusted under certain circumstances. Upon conversion, the Company will pay or deliver, as the case may be, cash or shares of the Company’s Class A common stock, or a combination of cash and shares of the Company’s Class A common stock, at the Company’s election.
Holders of the Convertible Senior Notes may require the Company to repurchase all or part of their notes upon the occurrence of a fundamental change at a price equal to 100.0% of the principal amount of the notes being repurchased, plus any accrued and unpaid interest to, but excluding, the fundamental change repurchase date.
The Company may not redeem the 2029 Notes prior to December 6, 2026. The Company may redeem for cash all or any portion of the 2029 Notes, at its option, on or after December 6, 2026, if the last reported sale price of the Company’s Class A common stock has been at least 130.0% of the conversion price then in effect for at least 20 trading days (whether or not consecutive) during any 30 consecutive trading day period (including the last trading day of such period) ending on, and including, the trading day immediately preceding the date on which the Company provides notice of redemption, at a redemption price equal to 100.0% of the principal amount of the notes to be redeemed, plus accrued and unpaid interest to, but excluding, the redemption date. Prior to the close of business on the business day immediately preceding September 1, 2029, the 2029 Notes will be convertible at the option of the holders only upon the satisfaction of certain conditions. At any time on or after September 1, 2029, until the close of business on the business day immediately preceding the maturity date, holders of the 2029 Notes may convert, at their option, all or any portion of their 2029 Notes at the conversion rate.
On or after August 20, 2026, the Company may terminate the conversion rights of the 2031 Notes if (i) for any conversion rights termination date occurring on or after August 20, 2026 and prior to, but not including, August 21, 2028, the last reported sale price of the Company’s Class A common stock has been at least 150.0% of the conversion price for at least 20 trading days (whether or not consecutive) during the 30 consecutive trading day period (including the last trading day of such period) prior to the Company’s delivery of notice of such termination of conversion rights or (ii) for any conversion rights termination date occurring on or after August 21, 2028, the last reported sale price of the Company’s Class A common stock has been at least 130.0% of the conversion price for at least 20 days during the 30 consecutive trading day period (including the last trading day of such period) prior to the Company’s delivery of notice of such termination of conversion rights.
The Company may not redeem the 2031 Notes unless and until holders’ conversion rights have been terminated at its election. However, if holders’ conversion rights have been terminated, the Company may redeem for cash all or a portion of the 2031 Notes, at its option, at a redemption price equal to 100.0% of the principal amount of the notes being redeemed, plus any accrued and unpaid interest to, but excluding, the redemption date.
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The following table summarizes the terms of our Convertible Senior Notes as of September 30, 2025 (in thousands, except per share conversion rates and prices):

|  |  | 2025 Notes |  | 2029 Notes |  | 2031 Notes
Aggregate principal amount at issuance |  |  | $ | 172,500 |  |  | $ | 402,500 |  |  | $ | 166,750 |
Interest rate per annum |  |  | 1.5 | % |  | 3.5 | % |  | 4.5 | %
Debt issuance costs |  |  | $ | 5,929 |  |  | $ | 11,628 |  |  | $ | 5,791 |
Net proceeds |  |  | $ | 166,571 |  |  | $ | 390,872 |  |  | $ | 160,959 |
Issuance date |  |  | October 22, 2018 |  | December 8, 2023 |  | August 21, 2025
Maturity date |  |  | October 15, 2025 |  | December 1, 2029 |  | August 15, 2031
Interest payment dates (1) |  |  | April 15 and October 15 |  | June 1 and December 1 |  | February 15 and August 15
Conversion rate per $1,000 of principal |  |  | 29.9135 |  |  | 26.3125 |  |  | 73.9098 |
Conversion price |  |  | $ | 33.43 |  |  | $ | 38.00 |  |  | $ | 13.53 |
Shares issuable upon conversion(2) |  |  | 5,160 |  |  | 10,592 |  |  | 12,325 |
Carrying value |  |  | $ | 5,118 |  |  | $ | 394,363 |  |  | $ | 161,065 |
Unamortized debt discount and issuance costs |  |  | — |  |  | 8,137 |  |  | 5,685 |
Outstanding principal |  |  | $ | 5,118 |  |  | $ | 402,500 |  |  | $ | 166,750 |
Remaining amortization period (years) |  |  | 0.0 |  | 4.2 |  | 5.9
Fair value (3) |  |  | $ | 5,082 |  |  | $ | 320,793 |  |  | $ | 163,098 |

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(1)Holders of the Convertible Senior Notes are entitled to cash payments, which are payable semiannually in arrears on the dates indicated above.
(2)Measured in shares of the Company’s Class A common stock and represents the number of shares of the Company’s Class A common stock that the Convertible Senior Notes are convertible into as of September 30, 2025. Upon conversion, the Company will pay or deliver, as the case may be, cash or shares of the Company’s Class A common stock, or a combination of cash and shares of the Company’s Class A common stock, at the Company’s election.
(3)Fair values for notes are derived from available trading prices closest to the respective balance sheet date.
2031 Notes Issuance, 2025 Notes Repayment and Common Stock Repurchase
On August 18, 2025, the Company entered into a purchase agreement to sell $145.0 million aggregate principal amount of its 4.50% convertible senior notes due 2031 (the “2031 Notes”) in a private placement to qualified institutional buyers (the “Purchasers”) within the meaning of Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”). The Company granted the Purchasers an option to purchase up to an additional $21.8 million aggregate principal amount of the 2031 Notes, which the Purchasers exercised in full on August 19, 2025. The closing of the 2031 Notes occurred on August 21, 2025 and a total of $166.8 million aggregate principal amount of 2031 Notes were issued at an issue price of 100.00% of par for net proceeds of approximately $161.0 million, after deducting fees and estimated expenses. On August 21, 2025, using proceeds from the sale of the 2031 Notes plus available liquidity, the Company repurchased approximately $167.4 million aggregate principal amount of its 2025 Notes for $166.8 million in cash in note repurchases entered into concurrently with the pricing of the sale of the 2031 Notes. The Company also repurchased $40.0 million of shares of the Company’s Class A common stock concurrently with the sale of the 2031 Notes in privately negotiated transactions effected with or through one of the Purchasers or its affiliate at a purchase price per share equal to the last reported sale price of the Company’s Class A common stock on August 18, 2025. As a result of the repurchase of the 2025 Notes, the Company recorded a $0.4 million gain on extinguishment of short-term debt, net during the three and nine months ended September 30, 2025.
2022 Credit Agreement
On August 1, 2022 (the “IPG Closing Date”), the Company entered into a credit agreement, by and among the Company, Evolent Health LLC, as administrative borrower (the “Borrower”), certain subsidiaries of the Company, as co-borrowers and guarantors, the lenders from time to time party thereto, and Ares Capital Corporation (“Ares”), as administrative agent, collateral agent and revolver agent (as modified by Amendment No. 1, Amendment No. 2, Amendment No. 3, Amendment No. 4 and Amendment No. 5 (each, as defined below), the “Existing Credit Agreement” and as amended through the date hereof, the “First Lien Credit Agreement”), pursuant to which the lenders agreed to extend credit to the Borrower in the form of (i) initial term loans in an aggregate principal amount of $175.0 million (the “Initial Term Loan Facility”) and (ii) asset-based revolving credit commitments in an aggregate principal amount of $50.0 million (the “Initial Revolving Facility”), the availability of which shall be determined by reference to the lesser of $50.0 million and a borrowing base calculation. The Borrowers borrowed full amount under the Initial Term Loan Facility and the Initial Revolving Facility on the IPG Closing Date. A closing fee of (a) 2.00% of the aggregate amount of the commitments in
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respect of the Initial Term Loan Facility and (b) 2.00% of the aggregate amount of the commitments in respect of the Initial Revolving Facility was paid as of the IPG Closing Date.
On January 20, 2023 (“the NIA Closing Date”), the Company entered into Amendment No. 1 to the First Lien Credit Agreement (“Amendment No. 1”), pursuant to which the lenders agreed to extend credit to the Borrower in the form of (i) additional commitments under the Company’s existing asset-based revolving credit facility in an aggregate principal amount equal to $25.0 million (the “2023 Revolver Increase”), and (ii) additional term loans in an aggregate principal amount equal to $240.0 million, (the “2023 Additional Term Loans”). The Borrowers borrowed the full amount under the Incremental Term Loan Facility and the Incremental Revolving Facility on the NIA Closing Date to finance, together with the proceeds from the sale of the Series A Preferred Stock, the cash consideration payable in connection with the NIA acquisition on the NIA Closing Date and pay transaction fees and expenses. A closing fee of (a) 3.00% of the aggregate amount of the commitments in respect of the Incremental Term Loan Facility and (b) 3.00% of the aggregate amount of the commitments in respect of the Incremental Revolving Facility was paid as of the NIA Closing Date.
On December 5, 2023, the Company entered into Amendment No. 2 (“Amendment No. 2”) to the First Lien Credit Agreement pursuant to which the lenders agreed to certain mechanical changes necessary to permit issuance by the Company of additional unsecured convertible notes.
On December 6, 2024 (the “Amendment No. 3 Effective Date”), the Company entered into Amendment No. 3 (“Amendment No. 3”) to the First Lien Credit Agreement that provides new secured debt financing in the form of (i) additional commitments under the Company’s existing asset-based revolving credit facility in an aggregate principal amount equal to $50.0 million (the “2024 Revolver Increase”, and together with the Initial Revolving Facility and the 2023 Revolver Increase, the “Revolving Facility”), (ii) a new delayed draw term loan facility in an aggregate principal amount equal to $125.0 million (the “2024-A Delayed Draw Term Loan Facility”), and (iii) a new delayed draw term loan facility in an aggregate principal amount equal to $75.0 million (the “2024-B Delayed Draw Term Loan Facility” and together with the 2024 Revolver Increase and the 2024-A Delayed Draw Term Loan Facility, the “2024 Incremental Facilities”; the Initial Term Loan Facility, the 2023 Additional Term Loans, the 2024-A Delayed Draw Term Loan Facility and the 2024-B Delayed Draw Term Loan Facility are collectively referred to herein as the “Term Loan Facility”; the Revolving Facility and the Term Loan Facility are collectively referred to herein as the “Credit Facilities”), and effected certain amendments to the Existing Credit Agreement. The Borrower paid closing fees equal to 1.00% of the aggregate commitments provided in respect of the 2024 Incremental Facilities on the date the commitment letter in respect of the 2024 Incremental Facilities was executed. The Borrowers borrowed the full amount under the 2024-A Delayed Draw Term Loan Facility and the 2024-B Delayed Draw Term Loan Facility on January 29, 2025 to fund general corporate purposes, including working capital and the management of future liabilities. The Borrower paid upfront fees equal to 1.00% of the aggregate commitments of the 2024 Revolver Increase Facility on the Amendment No. 3 Effective Date and upfront fees equal to 2.00% of the of the aggregate principal amount of the loans funded under the 2024-A Delayed Draw Term Loan Facility and the 2024-B Delayed Draw Term Loan Facility on the applicable funding date.
On June 13, 2025, the Company entered into Amendment No. 4 to the First Lien Credit Agreement (“Amendment No. 4”) to modify the definition of “Maturity Date.”
On June 19, 2025, the Company entered into Amendment No. 5 to the First Lien Credit Agreement (“Amendment No. 5”) (which superseded Amendment No. 4) to (i) include amounts committed under a new Incremental Facility for purposes of testing “Liquidity” under the definition of “Maturity Date,” (ii) provide that failure to consummate the Exchange in certain circumstances will constitute an event of default, (iii) include certain transactions to the mandatory prepayment requirement, and (iv) provide additional flexibility to make certain restricted payments in respect of the 2025 Notes prior to maturity thereof.
On June 19, 2025, in connection with the Company’s entry into Amendment No. 5, the Company and the Borrower entered into a Commitment Letter with Ares which provides the Company additional available non-dilutive debt capital of up to $150.0 million (the “Incremental Facility”) to retire its 2025 Notes on or before October 15, 2025 (the maturity date of the 2025 Notes) and for working capital, subject to certain conditions. The Commitment Letter also required that the Company would, in the event the Incremental Facility is drawn and in certain other circumstances, exchange its existing Series A Preferred Stock for an additional second lien term facility in the amount of the Liquidation Preference of the Series A Preferred Stock ($175.0 million) (the “Exchange”). The Exchange was completed on August 7, 2025. The Company may draw on the Incremental Facility at its sole option, in an amount such that its balance of cash and cash equivalents after paying off the 2025 Notes is no more than $125.0 million. The Company paid $9.3 million of deferred financing costs, of which $3.3 million was related to amending the existing 2024 Incremental Facilities. The Company will not draw on the Incremental Facility due to the retirement of the 2025 Notes. As such, we recorded a $6.0 million loss related to the Incremental Facility in extinguishment of Series A Preferred Stock and other refinancing fees on the consolidated statement of operations
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All loans under the First Lien Credit Agreement (including loans under the 2024 Incremental Facilities and loans outstanding under the Existing Credit Agreement) (collectively, the “Loans”) and the Second Lien Term Loans will mature on the date that is the earliest of (a) December 6, 2029, (b) the date on which all amounts outstanding under the First Lien Credit Agreement have been declared or have automatically become due and payable under the terms of the First Lien Credit Agreement, (c) the date that is ninety-one (91) days prior to the maturity date of the Company’s Convertible Senior Notes due 2029, provided this clause (C) shall not apply if a certain liquidity conditions are satisfied or if the 2025 Convertible Notes are converted to equity interests, (d) the date that is one hundred eighty (180) days prior to the maturity date of the Company’s Convertible Senior Notes due 2029 and (e) the date that is ninety-one (91) days prior to the maturity date of any other Junior Debt (as defined in the First Lien Credit Agreement) unless certain liquidity conditions are satisfied.
The interest rate for all Loans will be calculated, at the option of the borrowers, (a) in the case of the Revolving Facility, at either the adjusted term Secured Overnight Funding Rate (“SOFR”) plus 4.00%, or the base rate plus 3.00% and (b) in the case of the Term Loan Facility, at either the adjusted term SOFR plus 5.50% or the base rate plus 4.50%, subject to step downs based on a total secured leverage ratio.
The interest rate for the Second Lien Term Loan Facility will be calculated, (a) in the case of Second Lien Term Loans that bear interest at ABR, as the Applicable Margin plus the ABR and (b) in the case of Term SOFR Loans, the Applicable Margin plus the relevant Adjusted Term SOFR Rate, in each case subject to step downs based on a total secured leverage ratio. The interest rate for the Second Lien Term Loan will be calculated (a) in the case of loans that bear interest at ABR, 5.00% plus the ABR and (b) in the case of Term SOFR Loans, 6.00% plus the relevant Adjusted Term SOFR Rate, in each case subject to step downs based on a total secured leverage ratio.
The Credit Facilities are guaranteed by the Company and the Company’s domestic subsidiaries, subject to certain customary exceptions. The Credit Facilities are secured by a first priority security interest in all of the capital stock of each borrower and guarantor (other than the Company) and substantially all of the assets of each borrower and guarantor, subject to certain customary exceptions.
The Second Lien Term Loans are guaranteed on a senior secured second lien basis by the same entities that guarantee the obligations of the Borrower under the First Lien Credit Agreement on substantially the same terms (only as modified to reflect their second lien nature). The Second Lien Term Loans are secured by a second priority security interest in substantially all of the assets of each borrower and guarantor, subject to certain customary exceptions, on substantially the same terms as set forth in the First Lien Credit Agreement.
Loans in respect of the Term Loan Facility outstanding under the First Lien Credit Agreement may be prepaid and commitments in respect of the Revolving Facility outstanding under the First Lien Credit Agreement may be terminated at the option of the Borrower subject to applicable premiums and a call protection premium payable on the amount prepaid or terminated, as applicable, in certain instances as follows: (1) 2.00% of the principal amount so prepaid or terminated after the Amendment No. 3 Effective Date but prior to the first anniversary of the Amendment No. 3 Effective Date; (2) 1.00% of the principal amount so prepaid or terminated after the first anniversary of the Amendment No. 3 Effective Date but prior to the second anniversary of the Amendment No. 3 Effective Date; and (3) 0.00% of the principal amount so prepaid or terminated on or after the second anniversary of the Amendment No. 3 Effective Date.
The Borrowers will pay an unused line fee equal to 0.50% times the result of (i) the aggregate amount of the Revolving Facility, less (ii) the average Revolving Facility usage during the immediately preceding month (or portion thereof), which fee shall be due and payable quarterly in arrears, on the first day of each calendar quarter from and after the IPG Closing Date and on the date on which (X) the Credit Facilities are paid in full in cash and (y) the Revolving Facility is otherwise terminated in accordance with the terms of the First Lien Credit Agreement.
Loans under the 2024 Incremental Facilities are subject to the same security and guarantee arrangements and affirmative and negative covenants, mandatory prepayment provisions and events of default as loans outstanding under the Existing Credit Agreement, in each case, subject to certain modifications agreed by the parties. We incurred debt issuance costs of $13.3 million in connection with the Credit Facilities which will be amortized into interest expense over the life of the First Lien Credit Agreement.
During the nine months ended September 30, 2025, the Company borrowed $200.0 million under its Term Loan Facility and $15.0 million under its Revolving Facility. As of September 30, 2025, there was $200.0 million and $77.5 million outstanding under the Company’s Term Loan Facility and Revolving Facility, respectively.
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Interest Expense
Interest expense and amortization of debt issuance costs activity were as follows (in thousands):

| For the Three Months Ended September 30, |  | For the Nine Months Ended September 30,
| 2025 |  | 2024 |  | 2025 |  | 2024 |  |
2031 Notes |  |  |  |  |  |  |  |  |
Interest expense | $ | 833 |  |  | $ | — |  |  | $ | 833 |  |  | $ | — |  |  |
Amortization of debt issuance costs | 106 |  |  | — |  |  | 106 |  |  | — |  |  |
Interest expense for 2031 Notes | $ | 939 |  |  | $ | — |  |  | $ | 939 |  |  | $ | — |  |  |
2029 Notes |  |  |  |  |  |  |  |  |
Interest expense | $ | 3,522 |  |  | $ | 3,521 |  |  | $ | 10,566 |  |  | $ | 10,565 |  |  |
Amortization of debt issuance costs | 483 |  |  | 481 |  |  | 1,447 |  |  | 1,441 |  |  |
Interest expense for 2029 Notes | $ | 4,005 |  |  | $ | 4,002 |  |  | $ | 12,013 |  |  | $ | 12,006 |  |  |
2022 Credit Agreement |  |  |  |  |  |  |  |  |
Interest expense | $ | 9,386 |  |  | $ | 957 |  |  | $ | 20,631 |  |  | $ | 2,846 |  |  |
Amortization of debt issuance costs | 1,585 |  |  | 79 |  |  | 2,372 |  |  | 238 |  |  |
Interest expense for 2022 Credit Agreement | $ | 10,971 |  |  | $ | 1,036 |  |  | $ | 23,003 |  |  | $ | 3,084 |  |  |
2025 Notes |  |  |  |  |  |  |  |  |
Interest expense | $ | 375 |  |  | $ | 647 |  |  | $ | 1,669 |  |  | $ | 1,941 |  |  |
Amortization of debt issuance costs | 185 |  |  | 325 |  |  | 837 |  |  | 971 |  |  |
Interest expense for 2025 Notes | $ | 560 |  |  | $ | 972 |  |  | $ | 2,506 |  |  | $ | 2,912 |  |  |

Note 10. Commitments and Contingencies
Commitments
Letters of Credit
As of September 30, 2025 and December 31, 2024, the Company was party to irrevocable standby letters of credit with a bank for $14.9 million and $17.7 million, respectively, for the benefit of regulatory authorities, real estate and risk-sharing agreements. As such, we held $15.9 million and $18.5 million, respectively, in restricted cash as collateral as of September 30, 2025 and December 31, 2024, respectively, inclusive of accrued interest. The letters of credit have current expiration dates between November 2025 and January 2026 and will automatically extend without amendment for an additional one-year period and will continue to automatically extend after each one-year term from the expiry date unless the bank elects not to extend beyond the initial or any extended expiry date.
As of September 30, 2025, the Company maintained various surety bonds totaling $16.4 million for the benefit of regulatory authorities and risk-sharing agreements. The surety bonds have expiration dates between October 2025 and July 2026 and automatically extend for additional one-year periods.
Indemnifications
The Company’s customer agreements generally include a provision by which the Company agrees to defend its partners against third-party claims (a) for death, bodily injury, or damage to personal property caused by Company negligence or willful misconduct, (b) by former or current Company employees arising from such managed service agreements, (c) for intellectual property infringement under specified conditions and (d) for Company violation of applicable laws, and to indemnify them against any damages and costs awarded in connection with such claims. To date, the Company has not incurred any material costs as a result of such indemnities and has not accrued any liabilities related to such obligations in the accompanying consolidated financial statements.
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Guarantees
On July 16, 2020, EVH Passport, Evolent Health LLC and Molina Healthcare, Inc. (“Molina”) entered into an Asset Purchase Agreement (the “Molina APA”), which contemplated the sale by EVH Passport to Molina of certain assets, including certain intellectual property rights of EVH Passport and EVH Passport’s rights under the UHC’s Kentucky Medicaid Contract (the “Passport Medicaid Contract”). On September 1, 2020, EVH Passport and Molina consummated the transactions contemplated by the Molina APA (the “Molina Closing”) and the Passport Medicaid Contract was novated to Molina. In connection with the Molina Closing, the Company continued to provide administrative support services relating to the Passport Medicaid Contract to Molina through the end of 2020. Following the Molina Closing, EVH Passport began working with regulatory authorities including the Kentucky Department of Insurance (“KY DOI”) regarding the wind down of its operations throughout 2021, 2022 and a portion of 2023. The wind down process is now complete and on October 10, 2023, the KY DOI approved our application to surrender our certificate of authority. As part of that wind down process, the Company, as the parent of EVH Passport, entered into a guarantee for the benefit of the KY DOI to satisfy any EVH Passport liability or obligation in the event EVH Passport is not able to meet its wind down liabilities or obligations. As of September 30, 2025, no amounts have been funded under this guarantee.
UPMC Reseller Agreement
The Company and UPMC are parties to a reseller, services and non-competition agreement, dated August 31, 2011, which was amended and restated by the parties on June 27, 2013 (as amended through the date hereof, the “UPMC Reseller Agreement”). Under the terms of the UPMC Reseller Agreement, UPMC has appointed the Company as a non-exclusive reseller of certain services, subject to certain conditions and limitations specified in the UPMC Reseller Agreement. In consideration for the Company’s obligations under the UPMC Reseller Agreement and subject to certain conditions described therein, UPMC has agreed not to sell certain products and services directly to a defined list of 20 of the Company’s customers.
Tax Receivables Agreement
In connection with the Offering Reorganization, the Company entered into the Tax Receivables Agreement (the “TRA”) with certain of its investors, which provides for the payment by the Company to these investors of 85% of the amount of the tax benefits, if any, that the Company is deemed to realize as a result of increases in our tax basis related to exchanges of Class B common units as well as tax benefits attributable to the future utilization of pre-IPO NOLs.
The Company recognized a TRA liability of $108.1 million and $108.1 million as of September 30, 2025 and December 31, 2024, respectively, which represents the Company’s estimate of the aggregate amount that it will pay under the TRA. A change in our estimate of our liability associated with the tax receivables agreement may result as additional information becomes available, including results of operations in future periods. The total amount of the TRA liability may vary due to changes in federal and state income tax rates and availability of net operating losses.
Contingencies
Litigation Matters
We are engaged from time to time in certain legal disputes arising in the ordinary course of business, including employment claims. When the likelihood of a loss contingency becomes probable and the amount of the loss can be reasonably estimated, we accrue a liability for the loss contingency. We continue to review accruals and adjust them to reflect ongoing negotiations, settlements, rulings, advice of legal counsel, and other relevant information. To the extent new information is obtained, and our views on the probable outcomes of claims, suits, assessments, investigations or legal proceedings change, changes in our accrued liabilities would be recorded in the period in which such determination is made.
On June 8, 2021, a shareholder of the Company filed a derivative action in the Delaware Chancery Court against some current and former Board members and against the Company as a nominal defendant, alleging that the Company’s Board was negligent in its oversight of the Company’s relationship with University Healthcare, Inc d/b/a Passport Health Plan. The case is Lincolnshire Police Pension Fund, derivatively on behalf of Evolent Health, Inc., v. Blackley, Williams, Scott, Holder, Farner, D’Amato, Duffy, Felt, Samet, Hobart, and Payson, and Evolent Health, Inc. (the “Derivative Action”). The Company and the Director-Defendants filed a motion to dismiss the complaint on August 27, 2021, and Plaintiffs responded by filing an amended complaint on October 26, 2021. Defendants filed a motion to dismiss the amended complaint on December 17, 2021. Plaintiffs filed a motion to dismiss the case without prejudice, which was granted by the Delaware Chancery Court on January 5, 2023. On April 6, 2023, a shareholder of the Company sent a letter to the Company’s Board (the “Demand”) requesting that the Company’s Board of Directors (the “Board”), among other things, investigate alleged wrongdoing and commence litigation for breach of fiduciary duty against the individuals named as defendants in the Derivative Action. The Board considers it appropriate to investigate, evaluate, and consider the issues and matters raised in the Demand, and are working with outside counsel to do so. On February 15, 2024, the Board, following careful
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deliberation, responded that it was in the best interests of the Company and its stockholders to refuse to take the actions, including commencing litigation, that were made in the Demand. The Company cannot currently estimate the loss or the range of possible losses it may experience in connection with this request.
On August 12, 2025, the Company received a Civil Investigative Demand (“CID”) from the Department of Justice pursuant to a False Claims Act investigation concerning allegations that a former customer of the Company and/or certain other parties may have submitted, or caused the submission of, unsupported diagnosis codes in connection with Medicare Advantage beneficiaries. The CID covers the period since January 1, 2016, and the former customer has not been a customer of the Company since 2021. The Company is cooperating with the government in the investigation. The Company cannot predict the scope, duration or outcome of this investigation, and cannot currently estimate the loss or the range of possible losses it may experience in connection with this investigation.
Credit and Concentration Risk
The Company is subject to significant concentrations of credit risk related to cash and cash equivalents and accounts receivable. As of September 30, 2025, approximately 95.3% of our $143.0 million of cash and cash equivalents and restricted cash were held in either bank deposits with FDIC participating banks or overnight sweep accounts invested in money-market funds and approximately 4.7% were held in international banks. While the Company maintains its cash and cash equivalents with financial institutions with high credit ratings, it often maintains these deposits in federally insured financial institutions in excess of federally insured limits. The Company is closely monitoring ongoing events involving limited liquidity, defaults, non-performance or other adverse developments that affect financial institutions or other companies in the financial services industry or the financial services industry generally. The Company has not experienced any realized losses on cash and cash equivalents to date; however, no assurances can be provided.
The Company is also subject to significant concentration of accounts receivable risk as a substantial portion of our trade accounts receivable is derived from a small number of our partners. The following table summarizes the partners who represented at least 10.0% of our consolidated short-term trade accounts receivable, excluding pharmacy claims receivable and premiums receivable:

| September 30, 2025 |  | December 31, 2024
Cook County Health and Hospitals System | 18.9% |  | 45.8%
Molina Healthcare, Inc. | 21.2% |  | *
Florida Blue Medicare, Inc. | 11.4% |  | *
Center for Medicare & Medicaid Services | 14.7% |  | *

————————
* Represents less than 10.0% of the respective balance.
In addition, the Company is subject to significant concentration of revenue risk as a substantial portion of our revenue is derived from a small number of contractual relationships with our partners.
The following table summarizes those partners who represented at least 10.0% of our consolidated revenue:

| For the Three Months Ended September 30, |  | For the Nine Months Ended September 30,
| 2025 |  | 2024 |  | 2025 |  | 2024
Molina Healthcare, Inc. | 25.7% |  | 14.9% |  | 24.6% |  | 13.0%
Cook County Health and Hospitals System | 17.6% |  | 11.6% |  | 16.9% |  | 11.3%
Florida Blue Medicare, Inc. | 14.4% |  | 13.2% |  | 14.4% |  | 12.8%
Centene Corporation | 13.8% |  | * |  | 12.1% |  | *
Humana Insurance Company | * |  | 14.2% |  | * |  | 19.3%
Blue Cross and Blue Shield of North Carolina | * |  | 10.8% |  | * |  | *

————————
* Represents less than 10.0% of the respective balance.
We derive a significant portion of our revenues from our largest partners. The loss, termination or renegotiation of our relationship or contract with any significant partner or multiple partners in the aggregate could have a material adverse effect on the Company’s financial condition and results of operations.
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Note 11. Leases
The Company leases office space and computer and other equipment under operating lease agreements expiring at various dates. Under the lease agreements, in addition to base rent, the Company is generally responsible for operating and maintenance costs and related fees. Several of these agreements include tenant improvement allowances, rent holidays or rent escalation clauses. When such items are included in a lease agreement, we record such items in right-of-use assets and operating lease liabilities on our consolidated balance sheets equal to the difference between rent expense and future minimum lease payments due. The rent expense related to these items is recognized on a straight-line basis over the terms of the leases. Effective January 1, 2024, the Company’s primary office location is in Arlington, Virginia with a lease that expires in January 2031.
In connection with various lease agreements, the Company is required to maintain $0.2 million and $1.9 million in letters of credit as of September 30, 2025 and December 31, 2024, respectively. As of September 30, 2025 and December 31, 2024, the Company held $0.2 million and $1.9 million in restricted cash on the consolidated balance sheet as collateral for the letters of credit, respectively.
The following table summarizes our primary office leases as of September 30, 2025 (in thousands, other than term):

Location |  | Lease Termination Term (in years) |  | Future Minimum Lease Commitments |  | Letter of Credit Amount Required
Arlington, VA |  | 5.3 |  | $ | 2,846 |  |  | $ | — |
Edison, NJ |  | 0.6 |  | 349 |  |  | 222 |
Makati City, Philippines |  | 2.7 |  | 1,815 |  |  | — |
Pune, India |  | 2.5 |  | 1,416 |  |  | — |
Brea, CA |  | 1.6 |  | 1,649 |  |  | — |

Gain on Lease Termination
During the year ended December 31, 2024, the Company terminated its Chicago, IL lease effective October 31, 2024. We recorded an additional $1.2 million gain on lease termination related to negotiated termination payments and real estate commissions three months ended September 30, 2025.
The following table summarizes the components of our lease expense (in thousands):

| For the Three Months Ended September 30, |  | For the Nine Months Ended September 30,
| 2025 |  | 2024 |  | 2025 |  | 2024
Operating lease cost, net of sublease income | $ | 1,033 |  |  | $ | 1,131 |  |  | $ | 883 |  |  | $ | 2,590 |
Variable lease cost | 777 |  |  | 1,314 |  |  | 2,699 |  |  | 4,387 |
Total lease cost | $ | 1,810 |  |  | $ | 2,445 |  |  | $ | 3,582 |  |  | $ | 6,977 |

Maturity of lease liabilities including future lease termination payments (in thousands) is as follows:

| Operating lease expense
2025 | $ | 3,323 |
2026 | 15,802 |
2027 | 2,204 |
2028 | 977 |
2029 | 548 |
Thereafter | 609 |
Total lease payments | 23,463 |
Less: |
Interest | 1,088 |
Present value of lease liabilities | $ | 22,375 |

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Our weighted-average discount rate and our weighted remaining lease terms (in years) are as follows:

| September 30, 2025 |  | December 31, 2024 |
Weighted average discount rate | 8.17 | % |  | 9.09 | % |
Weighted average remaining lease term | 2.3 |  | 4.3 |

Note 12. Convertible Preferred Equity
In connection with the NIA closing, on January 20, 2023, the Company entered into a Securities Purchase Agreement (Series A Convertible Preferred Stock) with the Purchasers listed on Schedule I thereto (the “Securities Purchase Agreement”) pursuant to which the Company offered and sold to the Purchasers an aggregate 175,000 shares of the Series A Preferred Stock, par value $0.01 (the “Series A Preferred Stock”), at a purchase price of $960.00 per share, resulting in total gross proceeds to the Company of $168.0 million. The proceeds from the offer and sale of the Series A Preferred Stock were used, together with the proceeds from the Incremental Revolving Facility and Incremental Term Loan Facility, to finance the cash consideration payable at the NIA Closing Date and pay transaction fees and expenses.
On June 19, 2025, the Company entered into Amendment No. 5 which provided, in part, that failure to consummate the Exchange of our Series A Preferred Stock for new Second Lien Term Loans in certain circumstances will constitute an event of default under the First Lien Credit Agreement. Amendment No. 5 was accounted for as an extinguishment and reissuance of the Series A Preferred Stock. The Series A Preferred Stock post-amendment was recorded at fair value, including a $9.0 million charge to extinguishment of Series A Preferred Stock and other refinancing fees on the consolidated statement of operations and comprehensive income (loss) and the remainder as a deemed dividend.
On August 7, 2025, the Company completed the exchange of its existing Series A Preferred Stock for a new second lien term loan facility on substantively similar economic terms to the existing Series A Preferred Stock, with no common stock conversion feature, pursuant to an Exchange Agreement (the “Exchange”). See Note 9 for further details regarding our second lien term loan facility.
Regular dividends on the Series A Preferred Stock were paid quarterly in cash in arrears at a rate per annum equal to Adjusted Term SOFR (as defined in the Certificate of Designation of the Series A Preferred Stock filed by the Company with the Delaware Secretary of State on January 19, 2023 (the “Certificate of Designation”)) plus 6.00%.
Prior to the exchange, the Company accreted redemption value in excess of par at a redemption price per share equal to 150.00% of the then-current liquidation preference per share of the Series A Preferred Stock.
The Inflation Reduction Act of 2022 imposed a non-deductible 1% excise tax on the net value of certain equity transactions made after December 31, 2022. We recorded the applicable excise tax in additional paid-in-capital as part of the preferred equity exchange and a corresponding liability for the excise tax payable in accrued liabilities on our consolidated balance sheet.
The Company paid dividends and recorded accretion of deferred issuance costs and redemption value related to the Series A Preferred Stock and excise tax as presented below (in thousands):

| For the Three Months Ended September 30, |  | For the Nine Months Ended September 30, |  |
| 2025 |  | 2024 |  | 2025 |  | 2024 |  |
Cash dividends on Series A Preferred Stock | $ | 1,929 |  |  | $ | 5,134 |  |  | $ | 11,127 |  |  | $ | 15,279 |  |  |
Accretion of deferred financing costs and redemption value in excess of par excluding extinguishment of Series A Preferred Stock, net of tax benefit | 2,387 |  |  | 2,960 |  |  | 32,014 |  |  | 8,739 |  |  |
Excise tax on exchange of Series A Preferred Stock | 1,750 |  |  | — |  |  | 1,750 |  |  | — |  |  |
Dividends and accretion of Series A Preferred Stock including excise tax | $ | 6,066 |  |  | $ | 8,094 |  |  | $ | 44,891 |  |  | $ | 24,018 |  |  |

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Note 13. Loss Per Common Share
The following table sets forth the computation of basic and diluted earnings per share available for common stockholders (in thousands, except per share data):

| For the Three Months Ended September 30, |  | For the Nine Months Ended September 30, |
| 2025 |  | 2024 |  | 2025 |  | 2024 |
Loss before preferred dividends and accretion of Series A Preferred Stock including excise tax | $ | (20,864) |  |  | $ | (23,137) |  |  | $ | (105,379) |  |  | $ | (38,821) |  |
Dividends and accretion of Series A Preferred Stock including excise tax | (6,066) |  |  | (8,094) |  |  | (44,891) |  |  | (24,018) |  |
Net loss attributable to common shareholders of Evolent Health, Inc. | $ | (26,930) |  |  | $ | (31,231) |  |  | $ | (150,270) |  |  | $ | (62,839) |  |
Weighted-average common shares outstanding - basic and diluted | 114,066 |  |  | 114,862 |  |  | 115,083 |  |  | 114,565 |  |
Loss per common share |  |  |  |  |  |  |  |
Basic and diluted | $ | (0.24) |  |  | $ | (0.27) |  |  | $ | (1.31) |  |  | $ | (0.55) |  |

Basic net loss per common share is calculated using the weighted average number of common shares outstanding during the period. Diluted net earnings per common share, if any, gives effect to diluted stock options (calculated based on the treasury stock method), shares issuable upon debt conversion (calculated using an as-if converted method).
Anti-dilutive shares excluded from the calculation of weighted-average common shares presented above are presented below (in thousands):

| For the Three Months Ended September 30, |  | For the Nine Months Ended September 30, |
| 2025 |  | 2024 |  | 2025 |  | 2024 |
Restricted stock units (“RSUs”), performance-based RSUs (“PSUs”) and leveraged stock units (“LSUs”) | 1,257 |  |  | 804 |  |  | 744 |  |  | 782 |  |
Stock options | — |  |  | 230 |  |  | — |  |  | 309 |  |
Series A Preferred Stock | 1,807 |  |  | 4,375 |  |  | 3,510 |  |  | 4,375 |  |
Convertible senior notes | 19,336 |  |  | 20,252 |  |  | 16,960 |  |  | 20,252 |  |
Total | 22,400 |  |  | 25,661 |  |  | 21,214 |  |  | 25,718 |  |

Note 14. Stock-based Compensation
Total compensation expense by award type and line item in our consolidated financial statements was as follows (in thousands):

| For the Three Months Ended September 30, |  | For the Nine Months Ended September 30,
| 2025 |  | 2024 |  | 2025 |  | 2024
Award Type |  |  |  |  |  |  |
RSUs | 9,077 |  |  | 7,643 |  |  | 23,157 |  |  | 22,059 |
PSUs | 5,605 |  |  | 6,773 |  |  | 14,186 |  |  | 23,802 |
Total compensation expense by award type | $ | 14,682 |  |  | $ | 14,416 |  |  | $ | 37,343 |  |  | $ | 45,861 |
Line Item |  |  |  |  |  |  |
Cost of revenue | $ | 1,241 |  |  | $ | 1,117 |  |  | $ | 2,948 |  |  | $ | 3,329 |
Selling, general and administrative expenses | 13,441 |  |  | 13,299 |  |  | 34,395 |  |  | 42,532 |
Total compensation expense by financial statement line item | $ | 14,682 |  |  | $ | 14,416 |  |  | $ | 37,343 |  |  | $ | 45,861 |

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No stock-based compensation was capitalized as software development costs for the three and nine months ended September 30, 2025 and 2024, respectively.
Stock-based awards were granted as follows (in thousands):

| For the Three Months Ended September 30, |  | For the Nine Months Ended September 30,
| 2025 |  | 2024 |  | 2025 |  | 2024
RSUs | 1,542 |  |  | 275 |  |  | 3,825 |  |  | 1,310 |
PSUs | 72 |  |  | — |  |  | 2,105 |  |  | 808 |

Note 15. Income Taxes
For interim periods, we recognize an income tax provision or benefit based on our estimated annual effective tax rate expected for the full year, adjusted for discrete items recognized during the interim period. Discrete items (e.g., significant or unusual items) are separately recognized in the quarter during which they occur and can cause the effective tax rate to vary from quarter to quarter.
An income tax provision (benefit) of $0.9 million and $1.6 million for the three and nine months ended September 30, 2025, respectively, and $(0.6) million and $(0.3) million for the three and nine months ended September 30, 2024, respectively, which resulted in effective tax rates of (4.5)% and (1.5)% for the three and nine months ended September 30, 2025, respectively, and 2.6% and 0.7% for the three and nine months ended September 30, 2024, respectively. The income tax expense recorded during the three and nine months ended September 30, 2025, primarily relates to non-deductible expenses and state and foreign taxes. The income tax benefit recorded during the three and nine months ended September 30, 2024, primarily relates to the expected tax effect of net losses, partially offset by state and foreign taxes.
As of September 30, 2025, the Company had unrecognized tax benefits of $2.5 million that, if recognized, would affect the overall effective tax rate. The Company and its subsidiaries are not currently subject to any material income tax audits in any federal, state or local jurisdiction for any tax year. The Company’s foreign subsidiary is currently under an income tax examination of the financial year ended 2022 India income tax return.
On July 4, 2025, new U.S. tax legislation H.R.1, referred to as the One Big Beautiful Bill Act ("OBBBA"), was signed into law. OBBBA contains several changes to corporate taxation including modifications to capitalization of research and development expenses, limitations on deductions for interest expense, and accelerated fixed asset depreciation. For 2025, the Company will have the option to accelerate its previously capitalized and unamortized U.S. research and development costs over a one or two-year period. The financial impact of the enactment is included in the Company’s operating results for the three months ended September 30, 2025. The OBBBA is not expected to have a material impact on the Company’s 2025 effective tax rate.
Tax Receivables Agreement
In connection with the reorganization undertaken in 2015 prior to our IPO where our predecessor, Evolent Health Holdings, Inc merged with and into Evolent Health, Inc. (the “Offering Reorganization”), the Company entered into the TRA with certain of its investors, which provides for the payment by the Company to these investors of 85% of the amount of the tax benefits that the Company is deemed to realize as a result of increases in our tax basis related to exchanges of Class B common units as well as tax benefits attributable to the future utilization of pre-IPO NOLs. See Note 10 above for discussion of our TRA.
Note 16. Investments and Equity Method Investees
The Company holds ownership interests in joint ventures and other entities which are accounted for under the equity method. Our joint ventures and other investments from time to time may, and some do, include put or call features under which we could be contractually required to purchase interests from our joint venture partner at an exercise price determined in reference to a multiple of the dollar amount of our joint venture partner’s total capital contributions, the performance of the joint venture, and other factors. The Company evaluates its interests in these entities to determine whether they meet the definition of a VIE and whether the Company is required to consolidate these entities. A VIE is consolidated by its primary beneficiary, which is the party that has both (i) the power to direct the activities that most significantly impact the economic performance of the VIE and (ii) a variable interest that could potentially be significant to the VIE. To determine whether or not a variable interest the Company holds could potentially be significant to the VIE, the Company considers both qualitative and quantitative factors regarding the nature, size and form of the Company’s involvement with the VIE. The Company has determined that its interests in these entities meet the definition of a variable interest, however, the Company is not the primary beneficiary since it does not have the power to direct activities, therefore, the Company did not consolidate the VIEs.
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As of September 30, 2025 and December 31, 2024, the Company’s economic interests in its equity method investments ranged between 4% and 25%, and 4% and 34%, respectively, and voting interests in its equity method investments ranged between 25% and 33% and 25% and 34%, respectively. The Company determined that it has significant influence over these entities but that it does not have control over any of the entities. Accordingly, the investments are accounted for under the equity method of accounting and the Company is allocated its proportional share of the entities’ earnings and losses for each reporting period. The Company’s proportional share of the gain (loss) from these investments was approximately $0.2 million and $0.3 million for the three and nine months ended September 30, 2025, respectively, and $(2.2) million and $(3.6) million for the three and nine months ended September 30, 2024, respectively.
The Company signed services agreements with certain of the aforementioned entities to provide certain management, operational and support services to help manage elements of their service offerings. Revenue related to these services agreements were $3.9 million and $8.3 million for the three and nine months ended September 30, 2025, respectively, and $3.0 million and $9.8 million for the three and nine months ended September 30, 2024, respectively.
Loss on Option Exercise
During the nine months ended September 30, 2025, we completed the purchase of a portion of one of our equity method investments that we did not own from our joint venture partner for the price of $51.5 million. The purchase price was fixed based on a previously negotiated put/call structure. The loss of $52.5 million represents the difference between the purchase price under the put option and the estimated fair value of the interests acquired. The joint venture was primarily focused on a portfolio of oncology clinics, a member navigation platform and practice alignment arm. The oncology clinics in the joint venture were shut down or otherwise disposed of prior to the payment of the put option, and the joint venture will have no continuing operations.
Investments
During the quarters ended March 31, 2024 and June 30, 2025, the Company invested $3.0 million and $1.0 million, respectively, in future equity notes. Investment in future equity notes without readily determinable fair values are accounted for as cost method investments. The Company has elected to apply the measurement alternative to measure the investment at cost, less any impairment, plus or minus changes resulting from observable price changes in orderly transactions for identical or similar investments of the same issuer.
For the three and nine months ended September 30, 2025, the Company did not record any unrealized gains or losses resulting from observable price changes of future equity notes. As of September 30, 2025, the carrying amount of the investment was $4.0 million.
Note 17. Fair Value Measurement
GAAP defines fair value as the price that would be received from the sale of an asset or paid to transfer a liability (an exit price) assuming an orderly transaction in the most advantageous market at the measurement date. GAAP also establishes a hierarchical disclosure framework which prioritizes and ranks the level of observability of inputs used in measuring fair value. These tiers include:
•Level 1 - inputs to the valuation methodology are quoted prices available in active markets for identical instruments as of the reporting date;
•Level 2 - inputs to the valuation methodology are other than quoted prices in active markets, which are either directly or indirectly observable as of the reporting date and the fair value can be determined through the use of models or other valuation methodologies; and
•Level 3 - inputs to the valuation methodology are unobservable inputs in situations where there is little or no market activity for the asset or liability.
In certain cases, the inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases, the level within the fair value hierarchy is based on the lowest level of input that is significant to the fair value measurement. Our assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment and considers factors specific to the particular asset or liability being measured. These items are recorded in accrued liabilities on our consolidated balance sheets.
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Recurring Fair Value Measurements
In accordance with GAAP, certain assets and liabilities are required to be recorded at fair value on a recurring basis. The following table summarizes the Company’s assets and liabilities measured at fair value on a recurring basis (in thousands):

| September 30, 2025
| Level 1 |  | Level 2 |  | Level 3 |  | Total
Liabilities |  |  |  |  |  |  |
Contingent consideration | $ | — |  |  | $ | — |  |  | $ | 456 |  |  | $ | 456 |
Total fair value of liabilities measured on a recurring basis | $ | — |  |  | $ | — |  |  | $ | 456 |  |  | $ | 456 |

| December 31, 2024
| Level 1 |  | Level 2 |  | Level 3 |  | Total
Liabilities |  |  |  |  |  |  |
Contingent consideration | $ | — |  |  | $ | — |  |  | $ | 5,000 |  |  | $ | 5,000 |
Total fair value of liabilities measured on a recurring basis | $ | — |  |  | $ | — |  |  | $ | 5,000 |  |  | $ | 5,000 |

The Company recognizes any transfers between levels within the hierarchy as of the beginning of the reporting period. There were no transfers between fair value levels for the three and nine months ended September 30, 2025.
In the absence of observable market prices, the fair value is based on the best information available and involves a significant degree of judgment, taking into consideration a combination of internal and external factors, including the appropriate risk adjustments for non-performance and liquidity risks.
The changes in our liabilities measured at fair value for which the Company uses Level 3 inputs to determine fair value are as follows (in thousands):

| For the Nine Months Ended September 30,
| 2025 |  | 2024
Balance as of beginning of period | $ | 5,000 |  |  | $ | 83,600 |
Additions | — |  |  | 9,000 |
Settlements | (6,381) |  |  | (92,508) |
Change in fair value of contingent consideration | 1,837 |  |  | 9,108 |
Balance as of end of period | $ | 456 |  |  | $ | 9,200 |

The following table summarizes the fair value (in thousands), valuation techniques and significant unobservable inputs of our Level 3 fair value measurements as of the periods presented:

| September 30, 2025
ECP contingent consideration | $ | 456 |  |  | Contractual obligation |  | N/A |  | N/A
| December 31, 2024
| Fair |  | Valuation |  | Significant |  | Assumption or
| Value |  | Technique |  | Unobservable Inputs |  | Input Ranges
Machinify contingent consideration | $ | 1,900 |  |  | Real options approach |  | Risk-neutral expected earnout consideration |  | $ | 1,900 |
|  |  |  |  | Discount rate |  | 6.57 | %
ECP contingent consideration | $ | 3,100 |  |  | Contractual obligation |  | N/A |  | N/A

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Nonrecurring Fair Value Measurements
In addition to the assets and liabilities that are recorded at fair value on a recurring basis, the Company records certain assets and liabilities at fair value on a nonrecurring basis as required by GAAP. Generally, assets are recorded at fair value on a nonrecurring basis as a result of impairment charges. This includes assets and liabilities recorded in business combinations or asset acquisitions, goodwill, intangible assets, property, plant and equipment and equity method investments. While not carried at fair value on a recurring basis, these items are continually monitored for indicators of impairment that would indicate current carrying value is greater than fair value. In those situations, the assets are considered impaired and written down to current fair value.
Other Fair Value Disclosures
The carrying amounts of cash and cash equivalents (those not held in a money market fund), restricted cash and receivables approximate their fair values because of the relatively short-term maturities of these items and financial instruments.
See Note 9 for information regarding the fair value of the 2025 Notes, 2029 Notes and 2031 Notes.
Note 18. Related Parties
The entities described below are considered related parties and the balances and/or transactions with them are reported in our consolidated financial statements.
The Company had an economic relationship through the ordinary course of business with an entity whose President and Chief Executive Officer was a member of our Board until his retirement from the Board in February 2024. This relationship accounted for the majority of our related party revenue and cost of revenue for the three months ended March 31, 2024.
As discussed in Note 16, the Company had economic interests in several entities that are accounted for under the equity method of accounting. The Company has allocated its proportional share of the investees’ earnings and losses each reporting period. In addition, Evolent has entered into services agreements with certain of the entities to provide certain management, operational and support services to help the entities manage elements of their service offerings.
The following table presents assets and liabilities attributable to our related parties (in thousands):

| September 30, 2025 |  | December 31, 2024
Assets |  |  |
Accounts receivable, net | $ | 6,124 |  |  | $ | 7,947 |
Liabilities |  |  |
Accounts payable | $ | 798 |  |  | $ | 498 |

The following table presents revenues and expenses attributable to our related parties (in thousands):

| For the Three Months Ended September 30, |  | For the Nine Months Ended September 30,
| 2025 |  | 2024 |  | 2025 |  | 2024 |  |
Revenue | $ | 3,917 |  |  | $ | 3,053 |  |  | $ | 7,969 |  |  | $ | 36,858 |  |  |
Expenses |  |  |  |  |  |  |  |  |
Cost of revenue | 1,221 |  |  | 2,143 |  |  | 2,503 |  |  | 30,907 |  |  |
Selling, general and administrative expenses | 797 |  |  | — |  |  | 1,898 |  |  | — |  |  |

Note 19. Repositioning and Other Changes
We continually assess opportunities to improve operational effectiveness and efficiency to better align our expenses with revenues, while continuing to make investments in our solutions, systems and people that we believe are important to our long-term goals.
During the second quarter of 2023, the Company implemented a broad set of repositioning initiatives designed to further align the Company’s assets and talent towards the value-based specialty care opportunity, with the intent of streamlining its operations and
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supporting the goal of realizing long-term sustainable earnings growth (the “2023 Repositioning Plan”). These initiatives include making organizational changes across the business that resulted in severance, termination benefits and related payroll taxes and dedicated employee costs associated with recent acquisitions as well as third-party professional fees. Dedicated employee costs primarily include project management and technology staff costs needed to migrate acquired businesses to Evolent’s integrated technology platform and costs related to the consolidation of brands, internal operations, strategies, processes and platforms. Dedicated employee costs are limited to employees that had no role in ongoing operations and had no planned role at Evolent once the repositioning activities are completed. Professional services costs primarily relate to services provided by a third-party vendor to review our operating model and organizational design in order to improve our profitability, create value through our solutions and invest in strategic opportunities in future periods. Office space consolidation includes early termination penalties and associated expenses. Costs associated with the 2023 Repositioning Plan were recorded in selling, general and administrative expenses on the consolidated statements of operations and comprehensive income (loss). The 2023 Repositioning Plan was completed during the second quarter of 2024.
The following table provides a summary of our total costs associated with our repositioning plan the nine months ended September 30, 2024 and incurred throughout the entirety of the 2023 Repositioning Plan, respectively, by major type of cost (in thousands):

|  |  | For the Nine Months Ended September 30, 2024 |  | Cumulative Amount Incurred Through 2023 Repositioning Plan
Severance and termination benefits |  |  | $ | 1,835 |  |  | $ | 10,399 |
Dedicated employee costs |  |  | 1,185 |  |  | 8,085 |
Professional services |  |  | 4,127 |  |  | 17,038 |
Office space consolidation |  |  | 3,452 |  |  | 10,314 |
Total |  |  | $ | 10,599 |  |  | $ | 45,836 |

Note 20. Segment Reporting
We have one operating segment and one reportable segment as our CODM, reviews financial information on a consolidated basis for purposes of evaluating financial performance and allocating resources. The performance measure closest to U.S. GAAP used by our CODM to evaluate the performance of the Company’s ongoing operations on a consolidated basis and as part of the Company’s internal planning and forecasting activities is net loss attributable to common shareholders of Evolent Health, Inc. The CODM does not evaluate performance or allocate resources based on segment assets, and therefore such information is not presented in the notes to the financial statements.
The following table presents our revenue and significant expenses reviewed by our CODM, other segment items and net loss attributable to common shareholders of Evolent Health, Inc. (in thousands):

| For the Three Months Ended September 30, |  | For the Nine Months Ended September 30, |
| 2025 |  | 2024 |  | 2025 |  | 2024 |
Revenue | $ | 479,533 |  |  | $ | 621,401 |  |  | $ | 1,407,510 |  |  | $ | 1,908,199 |  |
Less: |  |  |  |  |  |  |  |
Medical expense and device costs | 274,628 |  |  | 448,596 |  |  | 816,466 |  |  | 1,333,657 |  |
Cost of revenue excluding medical expense and device costs and other segment items (1) | 103,890 |  |  | 90,995 |  |  | 285,466 |  |  | 279,571 |  |
Selling, general and administrative expenses excluding other segment items (2) | 62,060 |  |  | 50,009 |  |  | 192,216 |  |  | 157,123 |  |
Depreciation and amortization expenses | 23,615 |  |  | 29,701 |  |  | 70,814 |  |  | 89,074 |  |
Interest income | (964) |  |  | (794) |  |  | (3,322) |  |  | (4,714) |  |
Interest expense | 16,475 |  |  | 6,010 |  |  | 38,461 |  |  | 18,002 |  |
Gain (loss) from equity method investees | (156) |  |  | 2,229 |  |  | (334) |  |  | 3,623 |  |
Provision from income taxes | 906 |  |  | (619) |  |  | 1,551 |  |  | (292) |  |
Change in tax receivables agreement liability | — |  |  | — |  |  | — |  |  | 173 |  |
Other segment items (3) | 26,009 |  |  | 26,505 |  |  | 156,462 |  |  | 94,821 |  |
Net loss attributable to common shareholders of Evolent Health, Inc. | $ | (26,930) |  |  | $ | (31,231) |  |  | $ | (150,270) |  |  | $ | (62,839) |  |

————————
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(1)Other segment items excluded from cost of revenue excluding medical expense and device costs include $1.2 million and $2.9 million of stock compensation for the three and nine months ended September 30, 2025, respectively, and $1.1 million and $3.3 million for the three and nine months ended September 30, 2024, respectively.
(2)Other segment items excluded from selling, general and administrative expenses include the following (in thousands):

| For the Three Months Ended September 30, |  | For the Nine Months Ended September 30,
| 2025 |  | 2024 |  | 2025 |  | 2024
Stock-based compensation | $ | 13,441 |  |  | $ | 13,299 |  |  | $ | 34,395 |  |  | $ | 42,532 |
Severance costs | 1,540 |  |  | 1,680 |  |  | 3,345 |  |  | 2,860 |
Transaction-related costs | 551 |  |  | 2,072 |  |  | 1,254 |  |  | 2,235 |
Repositioning costs | — |  |  | — |  |  | — |  |  | 10,599 |

(3)Other segment items is defined as stock-based compensation, severance costs, transaction-related costs and repositioning costs not included in cost of revenue or selling, general and administrative expenses calculated in accordance with GAAP, loss on lease termination, change in fair value of contingent consideration, gain on extinguishment of short-term debt, extinguishment of Series A Preferred Stock and other refinancing fees, loss on option exercise, other income (expense), net, and dividends and accretion of Series A Preferred Stock and excise tax on Series A Preferred Stock. Management believes cost of revenue excluding medical expense and device costs and other segment items and selling, general and administrative expenses excluding other segment items are useful to investors because they facilitate an understanding of our long-term operational costs while removing the effect of costs that are not a representative component of the day-to-day operating performance of our business, and are useful to management as supplemental performance measures.
Note 21. Reserve for Claims and Performance-Based Arrangements
The Company maintains reserves for its liabilities related to payments to providers and pharmacies under performance-based arrangements related to its specialty care management services solutions.
Reserves for claims and performance-based arrangements reflect actual payments under performance-based arrangements and the ultimate cost of claims that have been incurred but not reported, including expected development on reported claims, those that have been reported but not yet paid (reported claims in process), and other medical care expenses and services payable that are primarily composed of accruals for incentives and other amounts payable to health care professionals and facilities.
The Company uses actuarial principles and assumptions that are consistently applied each reporting period and recognizes the actuarial best estimate of the ultimate liability along with a margin for adverse deviation. This approach is consistent with actuarial standards of practice that the liabilities be adequate under moderately adverse conditions.
This liability predominately consists of incurred but not reported amounts and reported claims in process including expected development on reported claims. The liability for reserves related to its specialty care management services is calculated using “completion factors” developed by comparing the claim incurred date to the date claims were paid. Completion factors are impacted by several key items including changes in: 1) electronic (auto-adjudication) versus manual claim processing, 2) provider claims submission rates, 3) membership and 4) the mix of products.
The Company’s policy for reserves related to its specialty care management services solutions is to use historical completion factors combined with an analysis of current trends and operational factors to develop current estimates of completion factors. The Company estimates the liability for claims incurred in each month by applying the current estimates of completion factors to the current paid claims data. This approach implicitly assumes that historical completion rates will be a useful indicator for the current period.
For more recent months, and for newer lines of business where there is not sufficient paid claims history to develop completion factors, the Company expects to rely more heavily on medical cost trend and expected loss ratio analysis that reflects expected claim payment patterns and other relevant operational considerations, or authorization analysis. Medical cost trend is primarily impacted by medical service utilization and unit costs that are affected by changes in the level and mix of medical benefits offered, including inpatient, outpatient and pharmacy, the impact of copays and deductibles, changes in provider practices and changes in consumer demographics and consumption behavior. Authorization analysis projects costs based on authorizations per thousand members and assumptions on average costs per authorization. This is also adjusted for the impact of copays, deductibles, unit cost and historic discontinuation rates for treatment.
For each reporting period, the Company compares key assumptions used to establish the reserves for claims and performance-based arrangements to actual experience. When actual experience differs from these assumptions, reserves for claims and performance-based arrangements are adjusted through current period net income. Additionally, the Company evaluates expected future developments and emerging trends that may impact key assumptions. The process used to determine this liability requires the Company to make critical accounting estimates that involve considerable judgment, reflecting the variability inherent in forecasting future claim payments.
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These estimates are highly sensitive to changes in the Company’s key assumptions, specifically completion factors and medical cost trends.
Activity in reserves for claims and performance-based arrangements related to specialty care management services solution was as follows (in thousands):

| For the Nine Months Ended September 30,
| 2025 |  | 2024
Balance, beginning of period | $ | 318,705 |  |  | $ | 404,048 |
Incurred health care costs: |  |  |
Current year to date period (1) | 690,793 |  |  | 1,117,071 |
Prior year to date period | (26,646) |  |  | (25,897) |
Total claims incurred | 664,147 |  |  | 1,091,174 |
Claims paid related to: |  |  |
Current year to date period | (536,384) |  |  | (829,864) |
Prior year to date period | (234,816) |  |  | (352,671) |
Total claims paid | (771,200) |  |  | (1,182,535) |
Balance, end of period | $ | 211,652 |  |  | $ | 312,687 |

————————
(1)Incurred health care costs related to the nine months ended September 30, 2024 include a true-down in claims expense of $41.7 million for one of our Performance Suite customers related to a narrowed scope of services in select markets retroactive to the beginning of the year.
Note 22. Supplemental Cash Flow Information
The following represents supplemental cash flow information (in thousands):

| For the Nine Months Ended September 30,
| 2025 |  | 2024 |  |
Supplemental disclosure of non-cash investing and financing activities |  |  |  |  |
Accrued property and equipment purchases | $ | (588) |  |  | $ | 86 |  |  |
Accrued expenses from acquisition of Machinify | — |  |  | 8,500 |  |  |
Accrued excise tax on Series A Preferred Stock | 1,750 |  |  | — |  |  |
Exchange of Series A Preferred Stock | 232,200 |  |  | — |  |  |
Accrued excise tax on repurchase of common stock | 313 |  |  | — |  |  |
Effects of leases |  |  |  |  |
Operating cash outflows from operating leases | 30,124 |  |  | 10,704 |  |  |
Leased assets disposed of (obtained in) exchange for operating lease liabilities | — |  |  | (185) |  |  |

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
The following Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”) is intended to help the reader understand the Company’s financial condition and results of operations. The MD&A is provided as a supplement to, and should be read in conjunction with, our interim consolidated financial statements and the accompanying notes to our interim consolidated financial statements presented in “Part I – Item 1. Financial Statements” of this Form 10-Q; our 2024 Form 10-K, including the sections entitled “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations”; and our current reports on Form 8-K filed in 2025.
INTRODUCTION
Business Overview
We are a market leader in connecting care for people with complex conditions like cancer, cardiovascular disease, and musculoskeletal diagnoses. We work on behalf of health plans and other risk-bearing entities and payers (our customers) to support physicians and other healthcare providers (our users) in providing high quality evidence-based care to their patients. We believe adherence to
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evidence-based clinical pathways supports better outcomes for patients, a better experience for physicians, and lower costs for the healthcare system overall.
Specialty care represents a significant and fast-growing portion of healthcare costs in the United States, driven in part by the pace of development of new therapies and treatments. To manage these increasing costs, some health plans and other risk-bearing entities historically deployed cost containment strategies that can limit access to care and operate in narrow silos (for example, prior authorization for radiological studies being considered independently from a comprehensive chemotherapy regimen). We believe Evolent can bring an integrated approach to a patient’s condition across multiple specialties, using technology to recommend our evidence-based clinical pathways in a way that provides rapid feedback to the provider, seeks to remove barriers to care, and aligns financial incentives with the best evidence.
We were an early innovator in value-based care, founded in 2011 by members of our management team, UPMC, an integrated delivery system based in Pittsburgh, Pennsylvania, and The Advisory Board Company.
All of our revenue is recognized in the United States and substantially all of our long-lived assets are located in the United States.
Recent Events
Industry Climate
During 2024, the medical claims costs in our Performance Suite grew at a significantly faster rate than historical norms, negatively impacting our financial results. This growth was driven in part by higher disease prevalence as well as higher cost per active patient. Based on commentary from other market participants, we believe these cost increases were industry-wide and not specific to Evolent. Our results for the first three quarters of 2025 were also impacted by growth in medical claims cost that continued to grow faster than our historical averages.
A portion of the Company’s revenue during the three months ended September 30, 2025 related to members on the ACA Health Exchanges, principally but not exclusively pursuant to our revenue agreements with Molina Healthcare, Inc. and Centene Corporation. A combination of elevated medical expenses during 2025 and premium tax credits that are scheduled to expire at the end of 2025 have resulted in industry expectations of lower ACA Health Exchange membership in 2026.
We are unable to predict how these broader dynamics will impact our business and results of operations in the future, but they could continue to impact our financial condition and results of operations and such future impacts could be material.
Regulatory Uncertainty and Changes
On July 4, 2025, the One Big Beautiful Bill Act (the “OBBBA”) was enacted into law. The OBBBA amends U.S. tax law, including provisions related to research and development and interest expense. The OBBBA also makes significant changes to the Medicaid, Medicare and ACA Health Exchanges. Changes include new requirements states must meet to maintain federal support for the Medicaid programs, as well as stricter criteria beneficiaries must meet to qualify for and maintain enrollment in federal healthcare programs. The effect of these changes could result in reductions in members covered by partners’ health care plans. The Company continues to evaluate the expected impact of the OBBBA on its business and financial statements, but changes resulting from the OBBBA could have a material adverse effect on our business, results of operations, financial condition or cash flows.
Impact of Inflation
We experience pricing pressures in the form of competitive prices in addition to rising costs for certain inflation-sensitive operating expenses such as labor, employee benefits and facility leases. We do not believe these impacts were material to our revenues or net loss for the three and nine months ended September 30, 2025, respectively. However, significant sustained inflation driven by the macroeconomic environment or other factors could negatively impact our margins, profitability and results of operations in future periods.
Exchange and Ares Transaction
On June 19, 2025, in connection with the Company’s entry into Amendment No. 5 to the First Lien Credit Agreement, the Company and EVH LLC entered into a Commitment Letter with Ares which provides the Company the Incremental Facility to retire its 2025 Notes on or before October 15, 2025 (the maturity date of the 2025 Notes) and for working capital, subject to certain conditions. The Incremental Facility also provides for an exit fee payable upon the retirement of amounts up to amounts drawn on the Incremental Facility. After the payment of fees and expenses incurred in connection with the Commitment Letter, some of which were paid prior to any borrowing under the Incremental Facility, the Company will have sufficient liquidity for working capital and other general
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corporate purposes. The Company will not draw on the Incremental Facility due to the retirement of the 2025 Notes. As such, we recorded a $6.0 million loss in related to the Incremental Facility in extinguishment of Series A Preferred Stock and other refinancing fees on the consolidated statement of operations.
On August 7, 2025, the Company completed the exchange of its existing Series A Preferred Stock for a new second lien term loan facility on substantively similar economic terms to the existing Series A Preferred Stock, with no common stock conversion feature. See Part I – Note 9 for further details regarding our second lien term loan facility.
Customers
The following table summarizes those partners who represented at least 10.0% of our consolidated revenue:

| For the Three Months Ended September 30, |  | For the Nine Months Ended September 30,
| 2025 |  | 2024 |  | 2025 |  | 2024
Molina Healthcare, Inc. | 25.7% |  | 14.9% |  | 24.6% |  | 13.0%
Cook County Health and Hospitals System | 17.6% |  | 11.6% |  | 16.9% |  | 11.3%
Florida Blue Medicare, Inc. | 14.4% |  | 13.2% |  | 14.4% |  | 12.8%
Centene Corporation | 13.8% |  | * |  | 12.1% |  | *
Humana Insurance Company | * |  | 14.2% |  | * |  | 19.3%
Blue Cross and Blue Shield of North Carolina | * |  | 10.8% |  | * |  | *

————————
* Represents less than 10.0% of the respective balance.
Segment Reporting
We have one operating segment and one reportable segment as our CODM, who is our Chief Executive Officer, reviews financial information on a consolidated basis for purposes of evaluating financial performance and allocating resources.
Critical Accounting Policies and Estimates
Certain GAAP policies that significantly affect the determination of our financial position, results of operations and cash flows, are summarized below. See “Part II - Item 8. Financial Statements and Supplementary Data - Note 2” in our 2024 Form 10-K for a complete summary of our significant accounting policies.
Goodwill
We recognize the excess of the purchase price plus the fair value of any non-controlling interests in the acquiree over the fair value of identifiable net assets acquired as goodwill. Goodwill is not amortized, but is reviewed at least annually for indications of impairment, with consideration given to financial performance and other relevant factors. We perform impairment tests of goodwill at a reporting unit level. We perform impairment tests between annual tests if an event occurs, or circumstances change, that we believe would more likely than not reduce the fair value of our reporting unit below its carrying amount.
Our goodwill impairment analysis first assesses qualitative factors to determine whether events or circumstances existed that would lead the Company to conclude it is more likely than not that the fair value of our reporting unit is below its carrying amount. Qualitative factors include macroeconomic, industry and market considerations, overall financial performance, industry, legal and other relevant events and factors affecting the reporting unit. Additionally, as part of this assessment, we may perform a quantitative analysis to support the qualitative factors above by applying sensitivities to assumptions and inputs used in measuring our reporting unit’s fair value.
If the Company determines that it is more likely than not that the fair value of our reporting unit is below the carrying amount, a quantitative goodwill assessment is required. In the quantitative evaluation, the fair value is determined and compared to the carrying value. If the fair value is greater than the carrying value, then the carrying value is deemed to be recoverable and no further action is required. If the fair value estimate is less than the carrying value, goodwill is considered impaired for the amount by which the carrying amount exceeds the reporting unit’s fair value and a charge is reported in goodwill impairment on our consolidated statements of operations and comprehensive income (loss). We use both a discounted cash flow analysis and market multiple analysis in order to estimate the fair value of our reporting unit. The discounted cash flow analysis relies on significant judgement and assumptions about expected future cash flows, weighted-average cost of capital, discount rates, expected long-term growth rates and
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operating margins. These assumptions are based on estimates of future revenue and earnings after considering such factors as general economic and market conditions which drive key assumptions of revenue growth rates, operating margins, capital expenditures and working capital requirements. The weighted average cost of capital is based on market-based factors/inputs but also considers the specific risk characteristics of the reporting unit’s cash flow forecast. A significant change to these estimates and assumptions could cause the estimated fair values of our reporting unit and intangible assets to decline and increase the risk of an impairment charge to earnings. Intangible assets with finite lives are assessed for impairment whenever events or changes in circumstances indicate that the carrying value may not be recoverable.
On September 23, 2025, the Company agreed to sell Evolent Care Partners Holding Company, Inc., a wholly owned subsidiary. As a result, the Company performed an interim goodwill impairment assessment as of September 11, 2025. We used the income approach, adjusted to exclude the future impact of Evolent Care Partners Holding Company, in our interim goodwill impairment analysis. This analysis required us to make judgments about revenues, expenses, fixed asset and working capital requirements, capital market assumptions, cash flows and discount rates. The quantitative analysis showed that the fair value exceeded the carrying value. We will continue to monitor for such changes in facts or circumstances, which may be indicators of potential impairment triggers.
See “Part I - Item 1. Financial Statements - Note 8” in this Form 10-Q for more information related to the Company’s goodwill impairment analyses.
Adoption of New Accounting Standards
In November 2023, the FASB issued ASU 2023-07, “Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures” (“ASU 2023-07”), which enhances the disclosures required for operating segments in the Company’s annual and interim consolidated financial statements, including those companies with a single operating segment. ASU 2023-07 is effective retrospectively for fiscal years beginning after December 15, 2023 and for interim periods within fiscal years beginning after December 15, 2024. The Company adopted ASU 2023-07 for the year ended December 31, 2024. See “Part I - Item 1. Financial Statements - Note 20” in this Form 10-Q for more information related our segments.
In December 2023, the FASB issued ASU 2023-09, Improvements to Income Tax Disclosures (“ASU 2023-09”). ASU 2023-09 includes requirements that an entity disclose specific categories in the rate reconciliation and provide additional information for reconciling items that are greater than five percent of the amount computed by multiplying pretax income (or loss) by the applicable statutory income tax rate. The standard also requires that entities disclose income (or loss) from continuing operations before income tax expense (or benefit) and income tax expense (or benefit) each disaggregated between domestic and foreign. The Company adopted ASU 2023-09 effective January 1, 2025. We do not expect this standard to have a material impact to our results of operations, cash flows or financial condition.
In November 2024, the FASB issued ASU 2024-03, “Income Statement-Reporting Comprehensive Income-Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses” (“ASU 2024-03”). ASU 2024-03 requires additional disclosure of specific types of expenses included in the expense captions presented on the face of the income statement as well as disclosures about selling expenses. ASU 2024-03 is effective for fiscal years beginning after December 15, 2026, and interim periods beginning after December 15, 2027, with early adoption permitted. ASU 2024-03 may be applied prospectively with the option for retrospective application for all prior periods presented. The Company is currently evaluating the impact of adopting this guidance on the Company’s current financial position, results of operations or financial statement disclosures.
In November 2024, the FASB issued ASU 2024-04, Debt with Conversion and Other Options (Subtopic 470-20) “Induced Conversions of Convertible Debt Instruments” to clarify the requirements for determining whether certain settlements of convertible debt instruments should be accounted for as an induced conversion. Under the amendments, to account for a settlement of a convertible debt instrument as an induced conversion, an inducement offer is required to provide the debt holder with, at a minimum, the consideration (in form and amount) issuable under the conversion privileges provided in the terms of the instrument. An entity should assess whether this criterion is satisfied as of the date the inducement offer is accepted by the holder. If, when applying this criterion, the convertible debt instrument had been exchanged or modified (without being deemed substantially different) within the one-year period leading up to the offer acceptance date, an entity should compare the terms provided in the inducement offer with the terms that existed one year before the offer acceptance date. The amendments in this Update also clarify that the induced conversion guidance applies to a convertible debt instrument that is not currently convertible as long as it had a substantive conversion feature as of both its issuance date and the date the inducement offer is accepted. The amendments are effective for all entities for annual reporting periods beginning after December 15, 2025, and interim reporting periods within those annual reporting periods. The Company is examining the impact this pronouncement may have on the Company’s consolidated financial statements.
In September 2025, the FASB issued ASU 2025-06, Intangibles-Goodwill and Other-Internal-Use Software (Subtopic 350-40), Targeted Improvements to the Accounting for Internal-Use Software, to modernize the accounting for software costs that are accounted for under Subtopic 350-40. ASU 2025-06 removes all references to prescriptive and sequential software development stages
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throughout Subtopic 350-40. Therefore, an entity is required to start capitalizing software costs when both of the following occur: 1) management has authorized and committed to funding the software project and 2) it is probable that the project will be completed and the software will be used to perform the function intended. The amendments in ASU 2025-06 are effective for annual reporting periods beginning after December 15, 2027, and interim reporting periods within those annual reporting periods. Early adoption is permitted as of the beginning of an annual reporting period. The amendments in ASU 2025-06 permits entities to use either 1) a prospective transition approach, 2) a modified transition approach, or 3) a retrospective transition approach. The Company is assessing the impact of the ASU on its consolidated financial statements and related disclosures.
RESULTS OF OPERATIONS
Evolent Health, Inc. is a holding company and its principal asset is all of the Class A common units in Evolent Health LLC, which has owned all of our operating assets and substantially all of our business since inception. The financial results of Evolent Health LLC are consolidated in the financial statements of Evolent Health, Inc.
Key Components of our Results of Operations
Revenue
Our revenue contracts are typically multi-year arrangements with customers to provide solutions designed to lower the medical expenses of our partners and include our total cost of care management and specialty care management services solutions, provide comprehensive health plan operations and claims processing services, and also include transition or run-out services to customers.
Our performance obligation in these arrangements is to provide an integrated suite of services, including access to our platform that is customized to meet the specialized needs of our partners and providers. Generally, we will apply the series guidance to the performance obligation as we have determined that each time increment is distinct. We primarily utilize a variable fee structure for these services that typically includes a monthly payment that is calculated based on a specified per member per month rate, multiplied by the number of members that our partners are managing under a value-based care arrangement or a percentage of plan premiums. Our arrangements may also include other variable fees related to service level agreements, shared medical savings arrangements and other performance measures. Variable consideration is estimated using the most likely amount based on our historical experience and best judgment at the time.
We also deploy our services in capitation arrangements under our specialty care management solution and total cost of care solution, which we call the “Performance Suite.” Capitation arrangements under the Performance Suite may include performance-based arrangements and/or gainshare features. We occasionally use third parties to assist in satisfying our performance obligations. In order to determine whether we are the principal or agent in the arrangement, we review each third-party relationship on a contract-by- contract basis. As we integrate goods and services provided by third parties into our overall service, we control the services provided to the customer prior to its delivery. As such, we are the principal and we will recognize revenue on a gross basis. In certain cases, we act as an agent and do not control the services from third parties before it is delivered to the customer, thereby recognizing revenue on a net basis.
Due to the nature of our arrangements, certain estimates may be constrained if it is probable that a significant reversal of revenue will occur when the uncertainty is resolved. We recognize revenue from services over time using the time elapsed output method. Fixed consideration is recognized ratably over the contract term. In accordance with the series guidance, we allocate variable consideration to the period to which the fees relate.
Cost of Revenue (exclusive of depreciation and amortization)
Our cost of revenue includes direct expenses and shared resources that perform services in direct support of our partners. Costs consist primarily of claims expense, employee-related expenses (including compensation, benefits and stock-based compensation), expenses recorded as part of a Medicare shared savings program and other services, as well as other professional fees. In certain cases, our cost of revenue also includes claims and capitation payments to providers and payments for pharmaceutical treatments and other health care expenditures through performance-based arrangements.
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Selling, General and Administrative Expenses
Our selling, general and administrative expenses consist of employee-related expenses (including compensation, benefits and stock-based compensation) for selling and marketing, corporate development, finance, legal, human resources, corporate information technology, professional fees and other corporate expenses associated with these functional areas. Selling, general and administrative expenses also include transition services agreements (“TSA”) fees associated with our acquisitions, costs associated with our centralized infrastructure and research and development activities to support our network development capabilities, technology infrastructure, clinical program development and data analytics.
Depreciation and Amortization Expense
Depreciation and amortization expenses consist of the amortization of intangible assets associated with the step up in fair value of Evolent Health LLC’s assets and liabilities for the Offering Reorganization, amortization of intangible assets recorded as part of our various business combinations and asset acquisitions and depreciation of property and equipment, including internal-use software development costs.
Lives on Platform and PMPM Fees
Performance Suite Lives on Platform are calculated by summing monthly members covered for specialty care services for contracts not under ASO arrangements, plus members managed by Complex Care in capitation arrangements and divided by the number of months in the period. Specialty Technology and Services Suite Lives on Platform are calculated by summing monthly members covered for oncology, cardiology, musculoskeletal, advanced imaging and other diagnostics specialty care services for contracts under ASO arrangements divided by the number of months in the period. Administrative Services Lives on Platform are calculated by summing monthly members covered for administrative services implementation and core performance services divided by the number of months in the period. Cases are calculated by summing the number of individuals receiving services through our surgery management and advanced care planning programs in a given period. Members covered for more than one category are counted in each category.
Performance Suite Average PMPM fee is defined as revenue pertaining to our Performance Suite during the period reported divided by Performance Suite Lives on Platform for the period divided by the number of months in the period. Specialty Technology and Services Suite Average PMPM fee is defined as revenue pertaining to the Specialty Technology and Services Suite during the period reported divided by Specialty Technology and Services Suite Lives on Platform for the period divided by the number of months in the period. Administrative Services Average PMPM fee is defined as revenue pertaining to the Administrative Services during the period reported divided by the Administrative Services Lives on Platform for the period divided by the number of months in the period. Revenue per Case is calculated by the revenue pertaining to surgery management and advanced care planning programs divided by the number of cases for a given period.
Average Unique Members are calculated by summing members covered by our Performance Suite, Specialty Technology and Services Suite and Administrative Services. In cases where partners cross between multiple solutions, we only capture members from the solution with the maximum number of members.
Management uses Lives on Platform, PMPM fees, Cases, Revenue per Case and Average Unique Members because we believe that they provide insight into the unit economics of our services. We believe that these measures are also useful to investors because they allow further insight into the period over period operational performance.
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Consolidated Results

(in thousands, except percentages) | For the Three Months Ended September 30, |  | Change Over Prior Period |  | For the Nine Months Ended September 30, |  | Change Over Prior Period |  |  |
2025 |  | 2024 |  | $ |  | % |  | 2025 |  | 2024 |  | $ |  | % |  |  |  |  |  |  |
Revenue | $ | 479,533 |  |  | $ | 621,401 |  |  | $ | (141,868) |  |  | (22.8)% |  | $ | 1,407,510 |  |  | $ | 1,908,199 |  |  | $ | (500,689) |  |  | (26.2)% |  |  |  |  |  |  |
Expenses |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Cost of revenue | 379,759 |  |  | 540,708 |  |  | (160,949) |  |  | (29.8)% |  | 1,104,880 |  |  | 1,616,557 |  |  | (511,677) |  |  | (31.7)% |  |  |  |  |  |  |
Selling, general and administrative expenses | 77,592 |  |  | 67,060 |  |  | 10,532 |  |  | 15.7% |  | 231,210 |  |  | 215,349 |  |  | 15,861 |  |  | 7.4% |  |  |  |  |  |  |
Depreciation and amortization expenses | 23,615 |  |  | 29,701 |  |  | (6,086) |  |  | (20.5)% |  | 70,814 |  |  | 89,074 |  |  | (18,260) |  |  | (20.5)% |  |  |  |  |  |  |
Loss (gain) on lease termination | (1,230) |  |  | — |  |  | (1,230) |  |  | (100.0)% |  | 676 |  |  | — |  |  | 676 |  |  | 100.0% |  |  |  |  |  |  |
Change in fair value of contingent consideration | (1,089) |  |  | 200 |  |  | (1,289) |  |  | (644.5)% |  | 1,837 |  |  | 9,108 |  |  | (7,271) |  |  | (79.8)% |  |  |  |  |  |  |
Total operating expenses | 478,647 |  |  | 637,669 |  |  | (159,022) |  |  | (24.9)% |  | 1,409,417 |  |  | 1,930,088 |  |  | (520,671) |  |  | (27.0)% |  |  |  |  |  |  |
Operating income (loss) | $ | 886 |  |  | $ | (16,268) |  |  | $ | 17,154 |  |  | 105.4% |  | $ | (1,907) |  |  | $ | (21,889) |  |  | $ | 19,982 |  |  | 91.3% |  |  |  |  |  |  |
Cost of revenue as a % of revenue | 79.2% |  | 87.0% |  |  |  |  |  | 78.5% |  | 84.7% |  |  |  |  |  |  |  |  |  |  |
Selling, general and administrative expenses as a % of revenue | 16.2% |  | 10.8% |  |  |  |  |  | 16.4% |  | 11.3% |  |  |  |  |  |  |  |  |  |  |

Comparison of the Results For the Three Months Ended September 30, 2025 to 2024
Revenue
Total revenue decreased by $141.9 million, or 22.8%, to $479.5 million for the three months ended September 30, 2025, as compared to 2024. The decrease was primarily from contractual updates with certain customers in our Performance Suite, including (i) $76.5 million from transitioning a customer from Performance Suite to Specialty Technology and Services Suite and (ii) $94.7 million related to the narrowing of scope of certain Performance Suite customers. Both of these contractual updates were accompanied by significant reductions in our medical claims expense. These revenue reductions were offset in part by $46.3 million of growth in other Performance Suite and Specialty Technology and Services contracts, net of reductions in membership at certain of our health plan clients as a result of Medicaid redeterminations and certain customers exiting their Medicare Advantage operations in certain markets, unrelated to Evolent.
The following table represents Evolent’s revenue disaggregated by line of business (in thousands):

| For the Three Months Ended September 30,
| 2025 |  | 2024
Medicaid | $ | 227,535 |  |  | $ | 214,627 |
Medicare | 128,714 |  |  | 238,527 |
Commercial and other | 123,284 |  |  | 168,246 |
Total | $ | 479,533 |  |  | $ | 621,400 |

The following table represents the Company’s Lives on Platform, Cases, PMPM fees and revenue per case for the three months ended September 30, 2025 and 2024 (Average Lives on Platform/Cases in thousands):
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| Average Lives on Platform/ Cases |  | Average PMPM Fees / Revenue per Case
| For the Three Months Ended September 30, |  | For the Three Months Ended September 30,
| 2025 |  | 2024 |  | 2025 |  | 2024
Performance Suite | 6,474 |  |  | 6,916 |  |  | $ | 14.77 |  |  | $ | 20.97 |
Specialty Technology and Services Suite | 78,050 |  |  | 74,192 |  |  | 0.40 |  |  | 0.38 |
Administrative Services | 1,222 |  |  | 1,258 |  |  | 15.77 |  |  | 15.74 |
Cases | 13 |  |  | 13 |  |  | 3,236 |  |  | 3,113 |
Average Unique Members | 40,781 |  |  | 41,444 |  |  |  |  |

Cost of Revenue
Cost of revenue decreased by $160.9 million, or 29.8%, to $379.8 million for the three months ended September 30, 2025, as compared to 2024, principally as a result of the 22.8% decrease in our revenue compared to year ended September 30, 2024. The decrease included approximately $179.2 million of lower claims cost compared to the prior year period, which is primarily attributable to transitioning certain Performance Suite to Specialty and Technology Service Suite and narrowing of scope offset by $6.1 million from higher personnel costs compared to the prior year.
Approximately $1.2 million and $1.1 million of total cost of revenue was attributable to stock-based compensation expense for the three months ended September 30, 2025, and 2024 respectively. Cost of revenue represented 79.2% and 87.0% of total revenue for the three months ended September 30, 2025, and 2024 respectively. Our cost of revenue decreased as a percentage of our total revenue due to a shift in mix in our business towards higher margin product types. We anticipate continued growth in the cost of treatment for cancer and cardiovascular patients over time, which we expect to be offset by contractual protections within our Performance Suite and the impact of our clinical interventions.
Selling, General and Administrative Expenses
Selling, general, and administrative expenses increased by $10.5 million, or 15.7%, to $77.6 million for the three months ended September 30, 2025, as compared to 2024. The increase was primarily driven by higher personnel costs of $7.8 million, offset by lower stock compensation of $0.1 million due to the achievement and change in projected achievement of certain performance measurements and lower lease expense of $0.7 million due to the termination of certain real estate leases. The lower personnel costs in 2024 principally related to lower-than-target incentive compensation accruals.
Approximately $13.4 million and $13.3 million of total selling, general and administrative costs were attributable to stock-based compensation expense for the three months ended September 30, 2025, and 2024, respectively. Acquisition and severance costs accounted for approximately $2.1 million and $3.8 million of total selling, general and administrative expenses for the three months ended September 30, 2025 and 2024, respectively. Selling, general and administrative expenses represented 16.2% and 10.8% of total
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revenue for the three months ended September 30, 2025, as compared to 2024, respectively, driven primarily from contractual updates with certain customers in our Performance Suite.
Depreciation and Amortization Expenses
Depreciation and amortization expenses decreased $6.1 million, or 20.5%, to $23.6 million for the three months ended September 30, 2025, as compared to 2024 due primarily due to $5.5 million of accelerated amortization on our retired trade names during 2024 and $0.6 million of lower depreciation of internally developed software. Depreciation and amortization expenses include $13.4 million and $17.2 million for the three months ended September 30, 2025, as compared to 2024, of amortization expense on intangible assets such as corporate trade names, customer, relationships, provider network contracts and existing technology related to acquisitions and business combinations.
Gain on Lease Termination
During the year ended December 31, 2024, the Company terminated its Chicago, IL lease effective October 31, 2024. We recorded an additional $1.2 million gain on lease termination related to negotiated termination payments and real estate commissions three months ended September 30, 2025.
Change in Fair Value of Contingent Consideration
We recorded a gain on change in fair value of contingent consideration of $1.1 million for the three months ended September 30, 2025 primarily related to our Machinify earnout offset by our ECP contingent consideration. See “Part I - Item 1. Financial Statements - Note 17” in this Form 10-Q for more information related to changes in the fair value of contingent consideration.
Comparison of the Results For the Nine Months Ended September 30, 2025 to 2024
Revenue
Total revenue decreased $500.7 million, or 26.2%, to $1,407.5 million for the nine months ended September 30, 2025, compared to the same period in 2024. The decrease was primarily from contractual updates with certain customers in our Performance Suite, including (i) $334.0 million from transitioning a customer from Performance Suite to Specialty Technology and Services Suite and (ii) $180.9 million related to the narrowing of scope of certain Performance Suite customers. Both of these contractual updates were accompanied by significant reductions in medical claims expense. These revenue reductions were offset in part by $74.2 million of growth in other Performance Suite and Specialty Technology and Services contracts, net of reductions in membership at certain of our health plan clients as a result of Medicaid redeterminations and certain customers exiting their Medicare Advantage operations in certain markets, unrelated to Evolent.
The following table represents Evolent’s revenue disaggregated by line of business (in thousands):

|  | For the Nine Months Ended September 30,
|  |  |  | 2025 |  | 2024
Medicaid |  |  |  | $ | 608,677 |  |  | $ | 646,819 |
Medicare |  |  |  | 353,074 |  |  | 794,160 |
Commercial and other |  |  |  | 445,759 |  |  | 467,220 |
Total |  |  |  | $ | 1,407,510 |  |  | $ | 1,908,199 |

The following table represents the Company’s Lives on Platform, Cases, Average PMPM fees, Revenue per Case and Average Unique Members (Average Lives on Platform/Cases in thousands):
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| Average Lives on Platform/ Cases |  | Average PMPM Fees / Revenue per Case
| For the Nine Months Ended September 30, |  | For the Nine Months Ended September 30,
| 2025 |  | 2024 |  | 2025 |  | 2024
Performance Suite | 6,483 |  |  | 6,956 |  |  | $ | 14.69 |  |  | $ | 21.48 |
Specialty Technology and Services Suite | 77,382 |  |  | 72,732 |  |  | 0.37 |  |  | 0.39 |
Administrative Services | 1,222 |  |  | 1,260 |  |  | 15.54 |  |  | 15.76 |
Cases | 40 |  |  | 44 |  |  | 3,046 |  |  | 2,929 |
Average Unique Members | 40,537 |  |  | 40,396 |  |  |  |  |

Cost of Revenue
Cost of revenue decreased by $511.7 million, or 31.7%, to $1,104.9 million for the nine months ended September 30, 2025, as compared to 2024, principally as a result of the 26.2% decrease in our revenue compared to year ended September 30, 2024. The decrease included approximately $516.6 million of lower claims cost compared to the prior year period, which is primarily attributable to transitioning certain Performance Suite to Specialty and Technology Service Suite and narrowing of scope, offset in part by $5.4 million of higher personnel costs compared to the prior year.
Approximately $2.9 million and $3.3 million of total cost of revenue was attributable to stock-based compensation expense for the nine months ended September 30, 2025, and 2024, respectively. Cost of revenue represented 78.5% and 84.7% of total revenue for the nine months ended September 30, 2025, and 2024 respectively. Our cost of revenue decreased as a percentage of our total revenue due to a shift in mix in our business towards higher margin product types. We anticipate continued growth in the cost of treatment for cancer and cardiovascular patients over time, which we expect to be offset in part by contractual protections within our Performance Suite and the impact of our clinical interventions.
Selling, General and Administrative Expenses
Selling, general, and administrative expenses increased by $15.9 million, or 7.4%, to $231.2 million for the nine months ended September 30, 2025, as compared to 2024. The increase was primarily driven by higher personnel costs of $17.1 million and a $3.7 million increase in bad debt expense versus the prior period reflecting a return to normal collections timing, offset by lower stock compensation of $8.1 million due to the achievement and change in projected achievement of certain performance measurements and lease expense of $3.6 million due to the termination of certain real estate leases. The lower personnel costs in 2024 related in part to lower-than-target incentive compensation accruals.
Approximately $34.4 million and $42.5 million of total selling, general and administrative expenses were attributable to stock-based compensation expense for the nine months ended September 30, 2025 and 2024, respectively. Acquisition and severance costs accounted for approximately $4.6 million and $5.1 million of total selling, general and administrative expenses for the nine months ended September 30, 2025 and 2024, respectively. Selling, general and administrative expenses represented 16.4% and 11.3% of total revenue for the nine months ended September 30, 2025, as compared to 2024, respectively, driven primarily from contractual updates with certain customers in our Performance Suite.
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Depreciation and Amortization Expenses
Depreciation and amortization expenses decreased $18.3 million, or 20.5%, to $70.8 million for the nine months ended September 30, 2025, as compared to 2024 primarily due to $16.7 million of accelerated amortization on our retired trade names and $1.8 million of lower depreciation of internally developed software. Depreciation and amortization expenses include $40.1 million and $51.7 million for the nine months ended September 30, 2025 and 2024, respectively, of amortization expense on intangible assets such as corporate trade names, customer, relationships, provider network contracts and existing technology related to acquisitions and business combinations.
Loss on Lease Termination
During the year ended December 31, 2024, the Company terminated its Chicago, IL lease effective October 31, 2024. We recorded an additional $0.7 million loss on lease termination related to negotiated termination payments and real estate commissions for the nine months ended September 30, 2025.
Change in Fair Value of Contingent Consideration
We recorded a loss on change in fair value of contingent consideration of $1.8 million for the nine months ended September 30, 2025, related to our ECP earnout. We recorded a gain of $9.1 million for the nine months ended September 30, 2024 related to the liabilities acquired as a result of the acquisitions of NIA in January 2023. See “Part I - Item 1. Financial Statements - Note 17” in this Form 10-Q for more information related to changes in the fair value of contingent consideration.
Discussion of Non-Operating Results
Interest Expense
Our interest expense for the nine months ended September 30, 2025 and 2024 is primarily attributable to our First Lien Credit Agreement with Ares as well as the 2025 Notes, 2029 Notes and 2031 Notes. We recorded interest expense (including amortization of deferred financing costs) of approximately $16.5 million and $38.5 million for the three and nine months ended September 30, 2025, respectively, and $6.0 million and $18.0 million for the three and nine months ended September 30, 2024, respectively. The increase in interest expense for the three and nine months ended September 30, 2025 compared to the three and nine months ended September 30, 2024 is driven primarily by interest incurred Ares Term Loan Facility borrowings in January 2025 and Ares Revolving Facility in December 2024. See “Part I - Item 1. Financial Statements - Note 9” in this Form 10-Q for more information related to interest expense by debt issuance.
Gain on Extinguishment of Short-Term Debt, Net
On August 21, 2025, using proceeds from the sale of the 2031 Notes plus available liquidity, the Company repurchased approximately $167.4 million aggregate principal amount of its 2025 Notes for $166.8 million in cash in note repurchases entered into concurrently with the pricing of the sale of the 2031 Notes. As a result of the repurchase of the 2025 Notes, the Company recorded a $0.4 million gain on extinguishment of short-term debt, net during the three and nine months ended September 30, 2025.
Loss on Option Exercise
During the nine months ended September 30, 2025, we completed the purchase of a portion of one of our equity method investments that we did not own from our joint venture partner for the price of $51.5 million. The purchase price was fixed based on a previously negotiated put/call structure. The loss of $52.5 million represents the difference between the purchase price under the put option and the estimated fair value of the interests acquired. The joint venture was primarily focused on a portfolio of oncology clinics, a member navigation platform and practice alignment arm. The oncology clinics in the joint venture were shut down or otherwise disposed of prior to the payment of the put option, and the joint venture will have no continuing operations.
Extinguishment of Series A Preferred Stock and Other Refinancing Fees
On June 19, 2025, the Company entered into Amendment No. 5 which provided, in part, that failure to consummate the Exchange of our Series A Preferred Stock for new Second Lien Term Loans in certain circumstances will constitute an event of default under the First Lien Credit Agreement. Amendment No. 5 was accounted for as an extinguishment and reissuance of the Series A Preferred Stock. The Series A Preferred Stock post-amendment was recorded at fair value, including a $9.0 million charge to extinguishment of Series A Preferred Stock and other refinancing fees on the consolidated statement of operations and comprehensive income (loss) and the remainder as a deemed dividend.
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On June 19, 2025, in connection with the Company’s entry into Amendment No. 5, the Company and EVH LLC entered into a Commitment Letter with Ares which provides the Company additional available non-dilutive debt capital of up to $150.0 million. The Company paid $9.3 million of deferred financing costs related to the Incremental Facility, of which $3.3 million was related to amending the existing 2024 Incremental Facilities. The Company will not draw on the Incremental Facility due to the retirement of the 2025 Notes. As such, we recorded a $6.0 million loss related to the Incremental Facility.
Provision for (Benefit from) Income Taxes
An income tax provision (benefit) of $0.9 million and $1.6 million for the three and nine months ended September 30, 2025, respectively, and $(0.6) million and $(0.3) million for the three and nine months ended September 30, 2024, respectively, which resulted in effective tax rates of (4.5)% and (1.5)% for the three and nine months ended September 30, 2025, respectively, and 2.6% and 0.7% for the three and nine months ended September 30, 2024, respectively. The income tax expense recorded during the three and nine months ended September 30, 2025, primarily relates to non-deductible expenses and state and foreign taxes. The income tax benefit recorded during the three and nine months ended September 30, 2024, primarily relates to the expected tax effect of net losses, partially offset by state and foreign taxes.
Dividends and Accretion of Series A Preferred Stock Including Excise Tax
We paid quarterly regular cash dividends on the Series A Preferred Stock at a rate per annum equal to Adjusted Term SOFR (as defined in the Certificate of Designation) plus 6.00%. On August 7, 2025, the Company completed the exchange of its existing Series A Preferred Stock for a new second lien term loan facility on substantively similar economic terms to the existing Series A Preferred Stock, with no common stock conversion feature, pursuant to the Exchange. Prior to the Exchange, the Company accreted redemption value in excess of par at a redemption price per share equal to 150.00% of the then-current liquidation preference per share of the Series A Preferred Stock.
The Inflation Reduction Act of 2022 imposed a non-deductible 1% excise tax on the net value of certain equity transactions made after December 31, 2022. We recorded the applicable excise tax in additional paid-in-capital as part of the preferred equity exchange and a corresponding liability for the excise tax payable in accrued liabilities on our consolidated balance sheet.
The Company paid dividends and recorded accretion of deferred issuance costs and redemption value related to the Series A Preferred Stock and excise tax as presented below (in thousands):

| For the Three Months Ended September 30, |  | For the Nine Months Ended September 30, |  |
| 2025 |  | 2024 |  | 2025 |  | 2024 |  |
Cash dividends on Series A Preferred Stock | $ | 1,929 |  |  | $ | 5,134 |  |  | $ | 11,127 |  |  | $ | 15,279 |  |  |
Accretion of deferred financing costs and redemption value in excess of par excluding extinguishment of Series A Preferred Stock, net of tax | 2,387 |  |  | 2,960 |  |  | 32,014 |  |  | 8,739 |  |  |
Excise tax on exchange of Series A Preferred Stock | 1,750 |  |  | — |  |  | 1,750 |  |  | — |  |  |
Dividends and accretion of Series A Preferred Stock including excise tax | $ | 6,066 |  |  | $ | 8,094 |  |  | $ | 44,891 |  |  | $ | 24,018 |  |  |

The increase in accretion of redemption value in excess of par excluding extinguishment of Series A Preferred Stock for the three and nine months ended September 30, 2025 was driven by the extinguishment and reissuance of our Series A Preferred Stock as a result of Amendment No. 5.
REVIEW OF CONSOLIDATED FINANCIAL CONDITION
Liquidity and Capital Resources
The Company reported net loss attributable to common shareholders of Evolent Health, Inc. of $150.3 million and $62.8 million for the nine months ended September 30, 2025 and 2024, respectively. As of September 30, 2025, the Company had $116.7 million of cash and cash equivalents and $26.4 million in restricted cash.
We believe our current cash and cash equivalents will be sufficient to meet our working capital and capital expenditure requirements for at least the next twelve months as of the date the financial statements were issued. Our future capital requirements will depend on many factors, including our rate of revenue growth, the expansion of our sales and marketing activities and the timing and extent of our spending to support our investment efforts and expansion into other markets. We may also seek to invest in, or acquire complementary businesses, applications or technologies, which may require us to seek sources of financing.
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Cash Flows
The following summary of cash flows (in thousands) has been derived from our financial statements included in “Part I - Item 1. Financial Statements - Consolidated Statements of Cash Flows”:

| For the Nine Months Ended September 30,
| 2025 |  | 2024 |  |
Net cash and restricted cash (used in) provided by operating activities | $ | (9,957) |  |  | $ | 44,996 |  |  |
Net cash and restricted cash used in investing activities | (82,386) |  |  | (43,002) |  |  |
Net cash and restricted cash provided by (used in) financing activities | 57,111 |  |  | (97,507) |  |  |

Operating Activities
Cash flows from operating activities primarily represent inflows and outflows associated with our operations. Primary activities include net loss from operations adjusted for non-cash transactions, working capital changes and changes in other assets and liabilities.
Cash flows used in operating activities of $10.0 million for the nine months ended September 30, 2025 were driven primarily by $67.5 million in payments to clients for reconciliations of performance suite contracts from prior years; these contracts have since been restructured. This was included in an overall reduction in reserve for claims and performance-based arrangements of $107.1 million due to the timing of claims payments, offset in part by decreases in accounts receivable of $7.4 million from timing of our partner and vendor payments and an increase in accrued compensation and benefits of $21.7 million due to the timing of 2024 bonus payments and severance of $3.3 million.
Cash flows provided by operating activities of $45.0 million for the nine months ended September 30, 2024 were affected by decreases in accounts receivable of $38.8 million from timing of our partner and vendor payments including higher cash receipts from certain performance-based customers, offset by higher payment for claims and performance-based arrangements of $91.4 million, a reduction in accrued compensation and benefits of $24.8 million due to year end bonus payments and severance of $2.9 million and payments for office lease consolidation of $6.7 million. Of the total $88.8 million in NIA contingent consideration paid in the period, $22.2 million represented a change in fair value of NIA contingent consideration in excess of the initial fair value at the acquisition date through payment date, and is therefore presented in cash flows provided by operating activities under changes in accrued expenses.
Investing Activities
Cash flows used in investing activities of $82.4 million for the nine months ended September 30, 2025 were primarily attributable to cash paid for asset acquisitions and business combinations of $56.0 million and investments in internal-use software and purchases of property and equipment of $26.3 million.
Cash flows used in investing activities of $43.0 million for the nine months ended September 30, 2024 were primarily attributable to cash paid for asset acquisitions and business combinations of $16.9 million which is inclusive of $11.0 million for the purchase of Machinify and $3.0 million for investment in future equity notes, and $18.7 million of investments in internal-use software and purchases of property and equipment.
Financing Activities
Cash flows provided by financing activities of $57.1 million for the nine months ended September 30, 2025 were primarily related to $389.7 million of borrowings under our Term Loan Facility, offset, in part by $62.5 million of repayments under our Revolving Facility, $166.8 million of repayments of our 2025 Notes, $40.0 million related to repurchases of our common stock, net of taxes, $45.3 million related to changes in working capital balances related to claims processing and $11.1 million of preferred dividends paid on our Series A Preferred Stock.
Cash flows used in financing activities of $97.5 million for the nine months ended September 30, 2024 were primarily related to $15.3 million of preferred dividends paid on our Series A Preferred Stock and $15.4 million from withholding taxes paid on of vested restricted stock units that were net settled. Additional cash used in financing activities include the portion of the NIA contingent consideration representing the fair value at the acquisition date of $66.6 million.
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Contractual and Other Obligations
We believe that the amount of cash and cash equivalents on hand and cash flows from operations, plus borrowings under our credit facilities and if necessary, additional funding through other forms of financing, will be adequate for us to execute our business strategy and meet anticipated requirements for lease obligations, capital expenditures working capital and debt service for the next twelve months and in the long-term. Our estimated known contractual and other obligations (in thousands) as of September 30, 2025, were as follows (including as discussed in the narrative below):

| 2025 |  | 2026-2027 |  | 2028-2029 |  | 2030+ |  | Total
Operating leases for facilities (1) | $ | 3,323 |  |  | $ | 18,006 |  |  | $ | 1,525 |  |  | $ | 609 |  |  | $ | 23,463 |
Purchase obligations related to vendor contracts | 2,213 |  |  | 16,856 |  |  | 101 |  |  | — |  |  | 19,170 |
Convertible notes interest payments (2) | 7,082 |  |  | 43,078 |  |  | 43,183 |  |  | 14,987 |  |  | 108,330 |
Convertible notes principal repayment (3) | 5,118 |  |  | — |  |  | 402,500 |  |  | 166,750 |  |  | 574,368 |
Total known contractual obligations | $ | 17,736 |  |  | $ | 77,940 |  |  | $ | 447,309 |  |  | $ | 182,346 |  |  | $ | 725,331 |

————————
(1)During the year ended December 31, 2024, the Company terminated its Chicago, IL lease and recognized the impact in its operating lease liability - current and operating lease liability - noncurrent on its consolidated balance sheet. The remaining termination payments will be $12.9 million in 2026.
(2)Refer to the discussion in “Part I - Item 1. Financial Statements - Note 9” for additional information on payment dates for our convertible notes interest.
(3)The remaining 2025 Notes were repaid in October 2025.
During the nine months ended September 30, 2025, the Company borrowed $200.0 million under its Term Loan Facility and $15.0 million under its Revolving Facility. As of September 30, 2025, there was $200.0 million and $77.5 million outstanding under the Company’s Term Loan Facility and Revolving Facility, respectively, all of which is subject to interest rates based on the SOFR. The interest rate for all Loans will be calculated, at the option of the borrowers, (a) in the case of the Revolving Facility, at either the Adjusted Term SOFR plus 4.00%, or the base rate plus 3.00% and (b) in the case of the Term Loan Facility, at either the Adjusted Term SOFR plus 5.50% or the base rate plus 4.50%, subject to step downs based on a total secured leverage ratio. The Company used the funds borrowed under its Committed Facilities for general corporate purposes, including working capital and management of future liabilities.
In addition, in August 2025, the Company completed the exchange of 175,000 shares of its Series A Preferred Stock for a second lien term loan facility on substantively similar economic terms to the existing Series A Preferred Stock. The interest rate for the Second Lien Term Loan Facility will be calculated, (a) in the case of Loans that bear interest at ABR, as the Applicable Margin plus the ABR and (b) in the case of Term SOFR Loans, the Applicable Margin plus the relevant Adjusted Term SOFR Rate, in each case subject to step downs based on a total secured leverage ratio. The interest rate for the Second Lien Term Loan will be calculated (a) in the case of loans that bear interest at ABR, 5.00% plus the ABR and (b) in the case of Term SOFR Loans, 6.00% plus the relevant Adjusted Term SOFR Rate, in each case subject to step downs based on a total secured leverage ratio.
The Company holds ownership interests in joint ventures and other entities which are accounted for under the equity method. Our joint ventures and other investments may include put or call features under which we could be contractually required to purchase interests from our joint venture partner at an exercise price determined in reference to a multiple of the dollar amount of our joint venture partner’s total capital contributions, the performance of the joint venture, and other factors. During the nine months ended September 30, 2025, we completed the purchase of a portion of one of our equity method investments that we did not own from our joint venture partner for the price of $51.5 million. The purchase price was fixed based on a previously negotiated put/call structure. See “Part I - Item 1. Financial Statements - Note 16” for further details of the Company’s loss on option exercise.
Accounts Receivable, Net
Accounts receivable are recorded and carried at the original invoiced amount less an allowance for any potential uncollectible amounts. During the nine months ended September 30, 2025, accounts receivable, net, decreased primarily due to the timing of cash receipts from certain customers.
Restricted Cash
Restricted cash of $26.4 million is carried at cost and includes cash held on behalf of other entities for pharmacy and claims management services of $10.5 million, collateral for letters of credit required as security deposits for facility leases of $0.2 million, amounts held with financial institutions for risk-sharing arrangements of $15.7 million as of September 30, 2025. See “Part I - Item 1. Financial Statements - Note 2” for further details of the Company’s restricted cash balances.
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Uses of Capital
Our principal uses of cash are in the operation and expansion of our business, payment of interest and other amounts payable in connection with financings, including on our convertible debt and secured borrowings and payment of preferred dividends, as well as potential sales tax obligations. The Company does not anticipate paying a cash dividend on our Class A common stock in the foreseeable future.
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Item 3. Quantitative and Qualitative Disclosures About Market Risk
We are exposed to market risks in the ordinary course of our business. Market risk represents the risk of loss that may impact our financial position due to adverse changes in financial market prices and rates.
Interest Rate Risk
As of September 30, 2025, the Company had cash and cash equivalents and restricted cash of $143.0 million, which consisted of bank deposits with FDIC participating banks of $136.2 million and bank deposits in international banks of $6.8 million.
Changes in interest rates affect the interest earned on our cash and cash equivalents (including restricted cash). We do not enter into investments for trading or speculative purposes and have not used any derivative financial instruments to manage our interest rate risk exposure.
During the nine months ended September 30, 2025, the Company borrowed $200.0 million under its Term Loan Facilityand $15.0 million under its Revolving Facility. As of September 30, 2025, there was $200.0 million and $77.5 million outstanding under the Company’s Term Loan Facility and Revolving Facility, respectively, all of which are subject to interest rates based on the SOFR. In addition, on August 7, 2025, the Company completed the exchange of its existing $175.0 million Series A Preferred Stock for a new second lien term loan facility on substantively similar economic terms to the existing Series A Preferred Stock.
In the case of (a) the revolving loan, interest is calculated at either the Adjusted Term SOFR (as defined in the Certificate of Designation) plus 4.00%, or the base rate plus 3.00%, (b) the 2024-A Delayed Draw Term Loan and 2024-B Delayed Draw Term Loan, interest is calculated at either the Adjusted Term SOFR plus 5.50% or the base rate plus 4.50% and (c) the second lien term loan facility, interest is calculated at the Adjusted Term SOFR plus 6.00%. For every 1% increase in SOFR, the Company would record additional interest expense of $4.53 million per annum.
As of September 30, 2025, we had $574.4 million of aggregate principal amount of convertible notes outstanding, which are fixed rate instruments and not subject to fluctuations in interest rates.
Refer to the discussion in “Part I - Item 1. Financial Statements - Note 9” for additional information on our long-term debt.
Foreign Currency Exchange Risk
We have de minimis foreign currency risks related to our operating expenses denominated in currencies other than the U.S. dollar, primarily the Indian Rupee and the Philippine Peso. In general, we are a net payer of currencies other than the U.S. dollar. Accordingly, changes in exchange rates, and in particular a strengthening of the U.S. dollar, may, in the future, negatively affect our operating results as expressed in U.S. dollars. At this time, we have not entered into, but in the future, we may enter into, derivatives or other financial instruments in an attempt to hedge our foreign currency exchange risk. It is difficult to predict the effect hedging activities would have on our results of operations.
Item 4. Controls and Procedures
Evaluation of Disclosure Controls and Procedures
Our management, with the participation of our principal executive officer and principal financial officer, has evaluated the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act), as of the end of the period covered by this Quarterly Report on Form 10-Q. The Chief Executive Officer (“CEO”) and the Chief Financial Officer (“CFO”), with assistance from other members of management, have reviewed the effectiveness of our disclosure controls and procedures as of September 30, 2025, based on their evaluation, have concluded that the disclosure controls and procedures were effective as of such date.
Changes in Internal Control over Financial Reporting
Management has designed its internal controls over financial reporting under the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) in Internal Control—Integrated Framework (2013). There were no changes in our internal control over financial reporting during the quarter ended September 30, 2025 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
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Inherent Limitations of Internal Controls
Our management, including our principal executive officer and principal financial officer, does not expect that our disclosure controls and procedures or our internal controls over financial reporting will prevent all errors and all fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within the Company have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty, and that breakdowns can occur because of a simple error or mistake. Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of the control. The design of any system of controls also is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Over time, controls may become inadequate because of changes in conditions, or the degree of compliance with the policies or procedures may deteriorate. Because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected. Although inherent limitations of internal controls will continue to be present, proper segregation of duties controls and a whistle blower hotline are in place across the organization to minimize these limitations.
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PART II
Item 1. Legal Proceedings
The discussion of legal proceedings included within “Part I – Item 1. Financial Statements - Note 10” - Commitments and Contingencies - Litigation Matters” is incorporated by reference into this Item 1.
Item 1A. Risk Factors
Our significant business risks are described in Part I, Item 1A. “Risk Factors” to our 2024 Form 10-K. Except as set forth below, there have been no material changes to our risk factors from those disclosed in our 2024 Form 10-K. You should carefully consider the risks described below, as well as the risks described in our 2024 Form 10-K. The risks and uncertainties we describe are not the only ones facing us. Additional risks and uncertainties not presently known to us or that we currently deem immaterial may also impair our business or operations. Any adverse effect on our business, financial condition or operating results could result in a decline in the value of our securities and the loss of all or part of your investment.
Risks Relating to Indebtedness
We may need to obtain additional financing which may not be available or, if it is available, may result in a reduction in the ownership of our stockholders.
We may need to raise additional funds in order to:
•finance unanticipated working capital requirements;
•develop or enhance our technological infrastructure and our existing solutions;
•fund strategic relationships, including joint ventures and co-investments, including the exercise by our joint venture partners of any put features;
•fund additional implementation engagements;
•acquire complementary businesses, technologies, products or services; or
•refinance and/or payoff existing debt.
Additional financing may not be available on terms favorable to us, or at all. If adequate funds are unavailable or are unavailable on acceptable terms, our ability to fund our expansion strategy, take advantage of unanticipated opportunities, develop or enhance technology or services or otherwise respond to competitive pressures could be significantly limited. If we raise additional funds by issuing equity or convertible debt securities, the ownership of our then-existing stockholders may be reduced, and holders of these securities may have rights, preferences or privileges senior to those of our then-existing stockholders. In addition, any indebtedness we incur and restrictive covenants contained in the agreements related thereto could:
•make it difficult for us to satisfy our obligations, including interest payments on any debt obligations;
•limit our ability to obtain additional financing to operate our business;
•require us to dedicate a substantial portion of our cash flow to payments on our debt, reducing our ability to use our cash flow to fund capital expenditures and working capital and other general operational requirements;
•limit our flexibility to plan for and react to changes in our business and the health care industry;
•place us at a competitive disadvantage relative to our competitors;
•limit our ability to pursue acquisitions; and
•increase our vulnerability to general adverse economic and industry conditions, including changes in interest rates or a downturn in our business or the economy.
The occurrence of any one of these events could cause a significant decrease in our liquidity and impair our ability to pay amounts due on any indebtedness and could have a material adverse effect on our business, financial condition and results of operations.
The conditional conversion feature of the 2029 Notes and 2031 Notes, if triggered, may adversely affect our financial condition and operating results.
In the event the conditional conversion feature of the 2029 Notes or 2031 Notes is triggered, holders of such notes will be entitled to convert such notes during specified periods at their option. If one or more holders elect to convert their notes, unless we elect to satisfy
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our conversion obligation by delivering solely shares of our Class A common stock (other than paying cash in lieu of delivering any fractional share), we would be required to settle a portion or all of our conversion obligation through the payment of cash, which could adversely affect our liquidity. In addition, even if holders do not elect to convert their notes, we could be required under applicable accounting rules to reclassify all or a portion of the outstanding principal of the 2029 Notes or 2031 Notes, as applicable, as a current rather than long-term liability, which would result in a material reduction of our net working capital.
We may not have the ability to raise the funds necessary to settle conversions of our notes in cash, to repurchase our notes for cash upon a fundamental change or to pay the redemption price for any notes we redeem, and our future debt may contain limitations on our ability to pay cash upon conversion or repurchase of the notes.
Holders of our notes have the right to require us to repurchase all or a portion of their notes upon the occurrence of a fundamental change (as defined in the indentures governing the notes) at a fundamental change repurchase price equal to 100% of the principal amount of the notes to be repurchased, plus accrued and unpaid interest, if any. In addition, upon conversion of the notes, unless we elect to satisfy our conversion obligation by delivering solely shares of our Class A common stock (other than paying cash in lieu of delivering any fractional shares), we would be required to settle a portion or all of our conversion obligation through the payment of cash. However, we may not have enough available cash or be able to obtain financing at the time we are required to make repurchases of notes surrendered therefore or notes that are being redeemed or converted.
In addition, our ability to repurchase the notes or to pay cash upon redemptions or conversions of the notes may be limited by law, by regulatory authority, or by other agreements governing our future indebtedness. Our failure to repurchase notes at a time when the repurchase is required by the applicable indenture or to pay any cash payable on future conversions of the notes as required by the applicable indenture would constitute a default under the applicable indenture. A default under either of the indentures or the occurrence of a fundamental change itself could also lead to a default under agreements governing our existing and future indebtedness. If the repayment of the related indebtedness were to be accelerated after any applicable notice or grace periods, we may not have sufficient funds to repay the indebtedness and repurchase the notes or make cash payments upon conversions thereof.
Changes in the accounting treatment for convertible debt securities that may be settled in cash, such as the 2029 Notes and the 2031 Notes, could have a material effect on our reported financial results.
In August 2020, the Financial Accounting Standards Board published an Accounting Standards Update (“ASU 2020-06”), which amends the accounting standards for convertible debt instruments that may be settled entirely or partially in cash upon conversion. ASU 2020-06 eliminates requirements to separately account for liability and equity components of such convertible debt instruments and eliminates the ability to use the treasury stock method for calculating diluted earnings per share for convertible instruments whose principal amount may be settled using shares. Instead, ASU 2020-06 requires (i) the entire amount of the security to be presented as a liability on the balance sheet and (ii) application of the “if-converted” method for calculating diluted earnings per share. Under the “if-converted” method, diluted earnings per share will generally be calculated assuming that the 2025 Notes and the 2029 Notes were converted solely into shares of Class A common stock at the beginning of the reporting period, unless the result would be anti-dilutive, which could adversely affect our diluted earnings per share. However, if the principal amount of the convertible debt security being converted is required to be paid in cash and only the excess is permitted to be settled in shares, the if-converted method will produce a similar result as the “treasury stock” method prior to the adoption of ASU 2020-06 for such convertible debt security. Because we will be permitted to settle conversions of the notes in cash, shares of common stock, or a combination thereof, the “if-converted” method for calculating diluted earnings per share is expected to be required with respect to the 2029 Notes and 2031 Notes. Further amendments to these accounting standards may require us to reflect the notes in a manner that adversely affects our reported diluted earnings per share.
We are exposed to interest rate risk under the Credit Agreements, which could cause the Company’s debt service obligations to increase significantly.
We are exposed to market risk from changes in interest rates. Interest under all Credit Facilities under our Credit Agreements is based on the Secured Overnight Funding Rate (“SOFR”), a floating rate, subject to a minimum rate. The Federal Reserve has raised, and may in the future further raise, interest rates to combat the effects of recent high inflation. Any further increase in the SOFR will increase the Company’s debt service obligations, which could have a negative impact on the Company’s cash flow, financial position or operating results, including cash available for servicing the Company’s indebtedness, or result in increased borrowing costs in the future.
We have significant debt and other obligations, which could adversely affect our financial health and our ability to obtain financing in the future, and to react to changes in our business.
We have $1,085.0 million of principal amount of indebtedness outstanding as of September 30, 2025. This significant amount of debt and other cash needs could have important consequences to us, including:
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•requiring a substantial portion of our cash flow from operations to make payments on this debt, thereby limiting the cash we have available to fund future growth opportunities, such as capital expenditures and acquisitions;
•restrictive covenants in our debt arrangements s, which could limit our operations and borrowing;
•increasing our vulnerability to general adverse economic and industry conditions and limiting our flexibility in planning for, or reacting to, changes in our business and industry, due to the need to use our cash to service our outstanding debt ;
•placing us at a competitive disadvantage relative to our competitors that are not as highly leveraged and that may therefore be more able to invest in their business or use their available cash to pursue other opportunities, including acquisitions; and
•limiting our ability to borrow additional funds as needed or take advantage of business opportunities as they arise.
Servicing our debt requires a significant amount of cash, and we may not have sufficient cash flow from our business to service our debt and make necessary capital expenditures.
Our ability to make scheduled payments of the principal of, to pay interest or to refinance our indebtedness depends on our future performance, which is subject to economic, financial, competitive and other factors beyond our control. Our business may not generate cash flow from operations in the future sufficient to service our debt and make necessary capital expenditures. If we are unable to generate such cash flow, we may be required to adopt one or more alternatives, such as selling assets, restructuring debt or obtaining additional equity capital on terms that may be onerous or highly dilutive to our stockholders. Our ability to refinance our indebtedness will depend on the capital markets and our financial condition at such time. We may not be able to engage in any of these activities or engage in these activities on desirable terms, which could result in a default on our obligations and have a material adverse effect on our results of operations and financial condition.
Restrictive covenants in our Credit Agreements may interfere with our ability to access our revolving credit facilities, or to obtain new financing or to engage in other business activities.
Our Credit Agreements impose significant operating and financial restrictions on us. These restrictions limit our ability and/or the ability of certain of our subsidiaries to, among other things:
•incur or guarantee additional debt;
•incur certain liens;
•merge or consolidate;
•transfer or sell assets;
•make certain investments;
•pay dividends and make other distributions on, or redeem or repurchase, capital stock; and
•enter into transactions with affiliates.
In addition, pursuant to our Credit Agreements, we are required to comply with certain financial covenants consisting of a minimum liquidity test, and a total secured leverage test. As a result of these restrictions, we will be limited as to how we conduct our business, and we may be unable to raise additional debt or equity financing to compete effectively or to take advantage of new business opportunities. The terms of any future indebtedness we may incur could include more restrictive covenants. We cannot assure you that the Company will be able to maintain compliance with these covenants in the future and, if it fails to do so, that it will be able to obtain waivers from the lenders and/or amend the covenants. The Company’s failure to comply with the restrictive covenants described above as well as the terms of any future indebtedness could result in an event of default, which, if not cured or waived, could result in it being required to repay these borrowings before their due date and the lenders would be entitled to foreclose on collateral. If the Company is forced to refinance these borrowings on less favorable terms or cannot refinance these borrowings, our results of operations and financial condition could be adversely affected. In addition, we may be unable to access future borrowings under our revolving facility if we are unable to satisfy the applicable conditions precedent.
Risks Relating to Our Business and Strategy
Our revenues and the growth of our business rely, in part, on the growth and success of our partners and certain revenues from our engagements, which are difficult to predict and are subject to factors outside of our control, including governmental funding reductions and other policy changes.
We enter into agreements with our partners under which a significant portion of our fees are variable, including fees which are dependent upon the number of members that are covered by partners’ health care plans each month, expansion of partners and the services that we provide, as well as performance-based metrics. The number of members covered by a partner’s health care plan is often impacted by factors outside of our control, such as the actions of our partner or third parties. In addition, ongoing payment of
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fees by our partners could be negatively impacted by the general financial condition of partners. Accordingly, revenue under these agreements is unpredictable. If the number of members covered by one or more of our partners’ plans were to be reduced by a material amount, or if member enrollment numbers in new plans are lower than expected, such decrease would lead to a decrease in our expected revenue, which could harm our business, financial condition and results of operations. In addition, growth forecasts of our partners are subject to significant uncertainty and are based on assumptions and estimates that may prove to be inaccurate. Even if the markets in which partners compete meet the size estimates and growth forecasted, their health plan membership could fail to grow at similar rates, if at all. In addition, a portion of the revenue under certain of our service contracts is tied to the partners’ continued participation in specified payer programs over which we have no control. If a partner ceases to participate or is disqualified from participation in any such program, this would lead to a decrease in our expected revenue under the relevant contract. For example, as Medicare Advantage plans make changes to manage their profitability, membership declines in Medicare Advantage plans have followed. Membership in Medicare, Medicaid and the Exchange has also declined recently, and is expected to continue declining into 2026. A significant number of Medicare Advantage prescription drug plan geographies or local markets across the country were terminated for 2025, including many local markets that were our customers in 2024, which could have an adverse impact on our financial results and profitability in 2025 and beyond.
In addition, broader policy shifts as a result of the new administration could impact our partners’ businesses. For example, Medicaid policy may shift to block grants or other structures that may result in lower overall Medicaid membership. It is also possible that state or federal regulations may eliminate utilization management, which would negatively impact our revenue and increase our medical costs. The OBBBA also makes significant changes to the Medicaid, Medicare and ACA Health Exchanges. Changes include new requirements states must meet to maintain federal support for the Medicaid programs, as well as stricter criteria beneficiaries must meet to qualify for and maintain enrollment in federal healthcare programs. The effect of these changes could result in reductions in members covered by partners’ health care plans. The Company continues to evaluate the expected impact of the OBBBA on its business and financial statements, but changes resulting from the OBBBA could have a material adverse effect on our business, results of operations, financial condition or cash flows.
In addition, the transition to value-based care may be challenging for our partners. For example, fully-capitated or other provider risk arrangements have had a history of financial challenges for providers. Our partners may also have difficulty in value-based care if premium pricing is under pressure or if they incur selection bias in the health plans under which they assume risk and in so doing the premium, capitation amount or other risk-sharing arrangement they undertake may not adequately reflect the health status of the membership. Our partners may choose not to continue to capitalize affiliated health plans or subsidize losses to their reimbursement rates. Furthermore, revenue under our partner contracts may differ from our projections because of the termination of the contract for cause or at specified life cycle events, or because of fee reductions that are occasionally agreed to after the contract is initially signed.
Our partners derive a substantial portion of their revenue from third-party private and federal and state governmental payers, including Medicaid programs. Revenue under certain of our agreements could be negatively impacted as a result of governmental funding reductions impacting government-sponsored programs, changes in reimbursement rates, and premium pricing reductions, as well as the inability of partners to control and, if necessary, reduce health care costs, all of which are out of our control. We are unable to predict the impact on the Company’s operations of future regulations or legislation affecting Medicaid programs, or the healthcare industry in general. For example, our partners generally received less Medicaid-based revenue following the Biden administration’s termination of the COVID-19 public health emergency and the subsequent state Medicaid redeterminations. Because certain partners’ revenues are highly reliant on third-party payer reimbursement funding rates and mechanisms, overall reductions of rates from such payers could adversely impact the liquidity of our partners, resulting in their inability to make payments to us on agreed payment terms. See “Risk Factors—Risks Relating to Our Industry and Market—The health care regulatory and political framework is uncertain and evolving” in our 2024 Form 10-K for additional information.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
Purchases of Equity Securities
The following table presents information with respect to the Company’s repurchases of shares of Class A common stock during the three months ended September 30, 2025.
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Period |  | Total Number of Shares Purchased (1) |  | Average Price Paid Per Share |  | Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs |  | Maximum Number (or Approximate Dollar Value) of Shares that May Yet Be Purchased Under the Plans or Programs
July 1-31, 2025 |  | — |  |  | $ | — |  |  | — |  |  | $ | — |
August 1-31, 2025 |  | 4,434,130 |  |  | 9.02 |  |  | — |  |  | — |
September 1-30, 2025 |  | — |  |  | — |  |  | — |  |  | — |
Total |  | 4,434,130 |  |  | $ | 9.02 |  |  | — |  |  | $ | — |

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(1)In August 2025, we repurchased shares of Class A common stock in privately negotiated transactions in connection with the offering of the 2031 Notes.
Item 3. Defaults Upon Senior Securities
Not applicable.
Item 4. Mine Safety Disclosures
Not applicable.
Item 5. Other Information
Not applicable.
Item 6. Exhibits
EVOLENT HEALTH, INC
Exhibit Index

3.1 |  | Certificate of Elimination of the Cumulative Series A Convertible Preferred Shares of Evolent Health, Inc., filed as Exhibit 3.1 to the Company's Form 10Q filed on August 11, 2025 and incorporated herein by reference.
4.1 |  | Indenture, dated as of August 21, 2025, between Evolent Health, Inc. and U.S. Bank Trust Company, National Association, as trustee, filed as Exhibit 4.1 to the Company’s Current Report on Form 8-K filed with the SEC on August 21, 2025, and incorporated herein by reference.
4.2 |  | Form of 4.50% Convertible Senior Notes due 2031 (included as Exhibit A to Exhibit 4.1), filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on August 21, 2025, and incorporated herein by reference.
10.1* |  | Amendment No. 5, dated as of June 19, 2025, to the Credit Agreement, dated as of August 1, 2022 and amended on January 20, 2023, by the Lenders party thereto, Evolent Health, LLC, as the Administrative Borrower, the other borrowers party thereto, the Company, as the Parent, each other Guarantor party thereto, Ares Capital Corporation, as Administrative Agent, and ACF Finco I LP, as Collateral Agent and Revolving Agent, filed as Exhibit 10.1 to the Company's Form 10Q filed on August 11, 2025 and incorporated herein by reference.
10.2* |  | Exchange Agreement, dated as of August 7, 2025, by and among the Company and each of the Holders listed on Schedule I thereto, filed as Exhibit 10.2 to the Company's Form 10Q filed on August 11, 2025 and incorporated herein by reference.
10.3* |  | Second Lien Credit Agreement, dated as of August 7, 2025, by the Lenders party thereto, Evolent Health, LLC, as the Borrower, the Company, as the Parent, each other Guarantor party thereto and Ares Capital Corporation, as Administrative Agent and Collateral Agent, filed as Exhibit 10.3 to the Company's Form 10Q filed on August 11, 2025 and incorporated herein by reference.
10.4* |  | Second Lien Security Agreement, dated as of August 7, 2025, by each of the Grantors thereto in favor of Ares Capital Corporation as Collateral Agent, filed as Exhibit 10.4 to the Company's Form 10Q filed on August 11, 2025 and incorporated herein by reference.
10.5* |  | Second Lien Guarantee Agreement, dated as of August 7, 2025, by each of the Guarantors thereto in favor of Ares Capital Corporation as Administrative Agent and as Collateral Agent for the Lenders, filed as Exhibit 10.5 to the Company's Form 10Q filed on August 11, 2025 and incorporated herein by reference.
10.6 |  | Intercreditor Agreement, dated August 7, 2025, by and among Ares Capital Corporation, as First Lien Administrative Agent, ACF Finco I LP as First Lien Security Agent and Ares Capital Corporation as Second Lien Administrative Agent and as Second Lien Security Agent , filed as Exhibit 10.6 to the Company's Form 10Q filed on August 11, 2025 and incorporated herein by reference.

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10.7* |  | Amendment No. 6, dated as of August 7, 2025, to the Credit Agreement, dated as of August 1, 2022 and amended on January 20, 2023, by the Lenders party thereto, Evolent Health, LLC, as the Administrative Borrower, the other borrowers party thereto, the Company, as the Parent, each other Guarantor party thereto, Ares Capital Corporation, as Administrative Agent, and ACF Finco I LP, as Collateral Agent and Revolving Agent, filed as Exhibit 10.7 to the Company's Form 10Q filed on August 11, 2025 and incorporated herein by reference.
10.8 |  | Purchase Agreement, dated August 18, 2025, by and between Evolent Health, Inc. and Oppenheimer & Co. Inc., filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on August 21, 2025, and incorporated herein by reference.
31.1 |  | Certification of the Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2 |  | Certification of the Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1 |  | Certification of the Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2 |  | Certification of the Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101.INS |  | XBRL Instance Document
101.SCH |  | XBRL Taxonomy Extension Schema Document
101.CAL |  | XBRL Taxonomy Extension Calculation Linkbase Document
101.LAB |  | XBRL Taxonomy Extension Label Linkbase Document
101.PRE |  | XBRL Taxonomy Extension Presentation Linkbase Document
101.DEF |  | XBRL Taxonomy Extension Definition Linkbase Document
104 |  | The cover page from this Quarterly Report on Form 10-Q, formatted as Inline XBRL

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* Schedules and exhibits to this Exhibit omitted pursuant to Regulation S-K Item 601(b)(2) or Regulation S-K Item 601(b)(10). The Registrant agrees to furnish supplementally a copy of any omitted schedule or exhibit to the SEC upon request.
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

| Evolent Health, Inc.
By: | /s/ John Johnson
Name: | John Johnson
Title: | Chief Financial Officer
By: | /s/ Aammaad Shams
Name: | Aammaad Shams
Title: | Chief Accounting Officer and Controller

Dated: November 6, 2025
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