Evolent Health, Inc.

Completion of Exchange and Entry Into Second Lien Credit Agreement, Intercreditor Agreement, Second Lien Security Agreement and Second Lien Guarantee Agreement

On August 7, 2025, the Company completed the exchange of its existing Series A Preferred Shares for a new second lien term loan facility on substantively similar economic terms to the existing Series A Preferred Shares, with no common stock conversion feature, pursuant to an Exchange Agreement (the “Exchange”).

The parties entered into the Second Lien Credit Agreement (the “Second Lien Credit Agreement”, and together with First Lien Credit Agreement, the “Credit Agreements”), pursuant to which the lenders have agreed to extend credit to the Borrower in the form of (i) a new senior secured second lien term loan facility (the “Second Lien Term Loan Facility”) in which the lenders are deemed to have funded an initial second lien term loan in the amount of $175.0 million, which was the amount of the Liquidation Preference of the Series A Preferred Shares at the time of the Exchange (the “Second Lien Term Loans”).

All loans under the Second Lien Credit Agreement will mature on the date that is the earliest of (a) December 6, 2029, (b) the date on which all amounts outstanding under the Second Lien Credit Agreement have been declared or have automatically become due and payable under the terms of the Second Lien Credit Agreement, (c) the date that is one hundred eighty (180) days prior to the maturity date of the Company’s Convertible Senior Notes due 2029 and (d) the date that is ninety-one (91) days prior to the maturity date of any other Junior Debt (as defined in the Second Lien Credit Agreement) unless certain liquidity conditions are satisfied.

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 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.

The Second Lien Term Loan may be prepaid before or after maturity at the option of the Borrower subject to a prepayment premium percentage equal to 35%, in the case of a prepayment made in connection with a Change of Control, or (ii) 65%, in the case of a prepayment in any other case, each as then multiplied by the principal amount of such prepayment.

In respect of any repayment of the principal amount of any Second Lien Term Loan amounts at maturity, the Borrower shall pay, in connection with such repayment, an exit fee equal to 50% multiplied by the principal amount of such repayment.

The relative rights and other creditors’ rights issues in respect of the loans outstanding under the First Lien Credit Agreement and the Second Lien Credit Agreement are set forth in an intercreditor agreement.

The Second Lien Credit Agreement contains customary affirmative, negative and reporting covenants (in general, with 15% cushions above corresponding thresholds and baskets under the First Lien Credit Agreement), representations and warranties, and events of default, including cross-defaults to other material indebtedness. In addition, the Company is required to comply at certain times with certain financial covenants comprised of a minimum liquidity test and a total secured leverage ratio. If an event of default occurs, the lenders would be entitled to take enforcement action, including foreclosure on collateral and acceleration of amounts owed under the Second Lien Credit Facility.

Prior to effectiveness of the Second Lien Credit Agreement, on August 7, 2025, the Company and EVH LLC entered into Amendment No. 6 to the First Lien Credit Agreement to (i) permit entry into the Second Lien Credit Agreement (and related documentation) and the Exchange and (ii) increase the minimum liquidity covenant and the total secured leverage ratio.

The foregoing summary of the terms of the Exchange Agreement, the Second Lien Credit Agreement, the Second Lien Security Agreement, the Second Lien Guarantee Agreement, the Intercreditor Agreement and Amendment No. 6 do not purport to be complete descriptions and are subject to, and qualified in their entirety by, the full text of the applicable agreements, which are attached hereto as Exhibits 10.2, 10.3, 10.4, 10.5, 10.6 and 10.7, respectively, and incorporated herein by reference.

Cancellation of Series A Preferred Stock and Termination of Investor Rights Agreement and Registration Rights Agreement

Also, on August 7, 2025, pursuant to the Exchange Agreement, the Company (i) cancelled all of its existing Series A Preferred Stock in exchange for the Second Lien Term Loan extended by the Holders of its Series A Preferred Stock and (ii) paid the holders an amount equal to accrued and unpaid dividends thereon. Contemporaneously with the cancellation of the Series A Preferred Stock, the Investor Rights Agreement, dated January 20, 2023 by and among the Company and the holders of Series A Preferred Stock, which contained certain restrictions on the transfer of the Series A Preferred Stock and certain protective covenants in favor of the holders thereof, and the Registration Rights Agreement, dated January 20, 2023, by and among the Company and the holders of Series A Preferred Stock, which granted certain registration rights to the stockholders in respect of the shares of Class A Common Stock issuable upon conversion of the Series A Preferred Stock, each terminated.

In connection with the Exchange, the Company filed a Cancellation of Certificate of Designations of the Series A Preferred Stock dated August 7, 2025 (the “Certificate of Elimination”) with the Secretary of State of the State of Delaware. The Certificate of Elimination extinguished the obligations of the Company pursuant to the Certificate of Designations of the Series A Preferred Stock, which was originally filed with the Secretary of State of the State of Delaware on January 19, 2023. A copy of the Certificate of Elimination is attached hereto as Exhibit 3.1 and incorporated herein by reference.