Goodwill and Intangible Assets, Net

9 Months Ended

Sep. 30, 2025

Goodwill and Intangible Assets Disclosure [Abstract]

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

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

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(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.

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.