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Material updates from SEC filings (8-K, 10-Q, 10-K) ranked by impact, with no firehose noise.
shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “ Exchange Act ”), or otherwise subject the Company or any other person to liability under that Section, to the liabilities of that section, nor shall it be deemed incorporated by reference into any filing made by the Company under the Exchange Act or the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such a filing.
shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “ Exchange Act ”), or otherwise subject the Company or any other person to liability under that Section, to the liabilities of that section, nor shall it be deemed incorporated by reference into any filing made by the Company under the Exchange Act or the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such a filing.
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. On December 1, 2025, Ms. Cheryl Scott retired from the Board of Directors (the “Board”) of Evolent Health, Inc. (the “Company”). Ms. Scott’s decision to retire was not the result of any disagreement between the Company and Ms. Scott on any matter relating to the Company’s operations, policies or practices. In connection with Ms. Scott’s resignation…
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. On November 6, 2025, the Company announced a restructuring of leadership roles and transitions of its leadership team. Chief Financial Officer Transition On November 6, 2025, the Board of Directors (the “Board”) of the Company appointed Mario Ramos, 54, as the Company’s Chief Financial Officer (principal financial officer), effective January 1, 202…
shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “ Exchange Act ”), or otherwise subject the Company or any other person to liability under that Section, to the liabilities of that section, nor shall it be deemed incorporated by reference into any filing made by the Company under the Exchange Act or the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such a filing.
Regulation FD Disclosure On September 23, 2025, Evolent Health, Inc. (the “ Company ”) reaffirmed its guidance for Revenue and Adjusted EBITDA for the three months ending September 30, 2025 of between $460 and $480 million, and $34 and $42 million, respectively. The Company also reaffirmed its guidance for Revenue and Adjusted EBITDA for the full year 2025 of $1.85 and $1.88 billion and $140 and $165 million, respectively, excluding the impact of the divestiture of ECP Holding Company, which…
Other Events On September 23, 2025, Evolent Health LLC, a Delaware limited liability company (“ Evolent Health ”) and wholly owned subsidiary of the Company, entered into a Stock Purchase Agreement (the “ Purchase Agreement ”) with Privia Management Company, LLC, a Delaware limited liability company (“ Buyer ”), pursuant to which Buyer will purchase all of the outstanding shares of capital stock of Evolent Care Partners Holding Company, Inc, a Delaware corporation and wholly owned subsidiary…
Creation of a Direct Financial Obligation. The information set forth in
Unregistered Sales of Equity Securities. The information set forth under
Entry Into a Material Definitive Agreement. Purchase Agreement On August 18, 2025, Evolent Health, Inc. (the “Company” or “we”) entered into a purchase agreement (the “Purchase Agreement”) with Oppenheimer & Co. Inc., as representative of the several initial purchasers listed therein (collectively, the “Purchasers”), relating to the issuance and sale of $145.0 million aggregate principal amount of its 4.50% convertible senior notes due 2031 (the “notes”) in a private placement (the “Private P…
Other Events On August 19, 2025, Evolent Health, Inc. (the “Company” or “we”) issued a press release announcing the pricing and the upsize of its previously announced offering of $140.0 million aggregate principal amount of 4.50% convertible senior notes due 2031 (the “notes”). The Company has granted the initial purchasers in the offering an option to purchase up to an additional $21.75 million aggregate principal amount of notes. The Company has increased the size of the offering from $140.…
Other Matters. On August 18, 2025, Evolent Health, Inc. (the “Company” or “we”) issued a press release announcing the intention to offer $140.0 million aggregate principal amount of its convertible senior notes due 2031 in a private offering, subject to market and other conditions. The Company also expects to grant the initial purchaser in the proposed offering an option to purchase up to an additional $20.0 million aggregate principal amount of notes. A copy of the press release is attached…
shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “ Exchange Act ”), or otherwise subject the Company or any other person to liability under that Section, to the liabilities of that section, nor shall it be deemed incorporated by reference into any filing made by the Company under the Exchange Act or the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such a filing.
Entry into a Material Definitive Agreement. On June 19, 2025, Evolent Health, Inc. (the “Company”) and EVH LLC entered into Amendment No. 5 to the Credit Agreement, dated as of August 1, 2022, by and among the Lenders party thereto, EVH 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 (as amended t…
Other Events. On June 19, 2025, the Company and EVH LLC entered into a Commitment Letter with Ares Management Credit funds (“Ares”) which provides the Company additional available non-dilutive debt capital (the “Incremental Facility”) to retire its 2025 Convertible Notes on or before October 15, 2025 (the maturity date of the 2025 Convertible Notes) and for working capital, subject to certain conditions. The Company may draw on the Incremental Facility at its sole option, in an amount such th…
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. Composition of Committees On June 5, 2025, the Board of Directors (the “Board”) of Evolent Health, Inc. (the “Company”) reconstituted the composition of the Audit Committee, the Compensation Committee, the Nominating and Governance Committee, the Compliance and Regulatory Affairs Committee and the Strategy Committee of the Board as set forth below,…
shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “ Exchange Act ”), or otherwise subject the Company or any other person to liability under that Section, to the liabilities of that section, nor shall it be deemed incorporated by reference into any filing made by the Company under the Exchange Act or the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such a filing.
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. Departure of Director On April 16, 2025, Diane Holder notified the Board of Directors (the “Board”) of Evolent Health, Inc. (the “Company”) that she will not stand for re-election to the Board at the Company’s annual meeting of stockholders scheduled to be held on June 5, 2025 (the “2025 Annual Meeting”). Ms. Holder’s current term on the Board will…
shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “ Exchange Act ”), or otherwise subject the Company or any other person to liability under that Section, to the liabilities of that section, nor shall it be deemed incorporated by reference into any filing made by the Company under the Exchange Act or the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such a filing.
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. Resignation of M. Bridget Duffy, MD On February 3, 2025, M. Bridget Duffy, MD resigned from the Board. Dr. Duffy’s decision to resign was not the result of any disagreement between the Company and Dr. Duffy on any matter relating to the Company’s operations, policies, or practices. Dr. Duffy had previously considered whether to stand for re-electio…
Entry into a Material Definitive Agreement On February 3, 2025, Evolent Health, Inc. (the “ Company ”) entered into a Cooperation Agreement (the “ Cooperation Agreement ”) with Engaged Capital, LLC and certain of its affiliates (collectively, “ Engaged Capital ”). Pursuant to the Cooperation Agreement, the board of directors of the Company (the “ Board ”) agreed, subject to the terms and conditions set forth in the Cooperation Agreement, to (1) appoint Mr. Brendan Springstubb to the Board wit…
Creation of a Direct Financial Obligation As previously disclosed, Evolent Health, Inc. (the “ Company ”) and certain of its subsidiaries are party to a credit agreement, dated as of August 1, 2022, by and between the Lenders party thereto, Evolent Health LLC (the “ Borrower ”), 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 A…
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