Evolent Health, Inc.
For the period ended Sep 30, 2025. Filed Nov 7, 2025.
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A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Sep 30, 2025 · Filed Nov 7, 2025
EVH$4.58+0.9%Stored close · as of Nov 6, 2026
What changed in Management’s Discussion and Analysis?
Read the current filingPrevious report: 10-Q
Period ended 2025-06-30; filed 2025-08-11.
0001628908-25-000116
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsCurrent report: 10-Q
Period ended 2025-09-30; filed 2025-11-07.
0001628908-25-000133
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsThe baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.
Compared 129 previous paragraphs and 134 current paragraphs.
77 unchanged; 42 reworded; 14 added; 7 removed; 3 previous and 1 current paragraphs rearranged.
Tables are not compared: 9 previous and 9 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.
A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.
Added paragraphs (14)
Current report
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.
Current report
Regulatory Uncertainty and Changes
Current report
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.
Current report
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.
Current report
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.
Current report
Gain on Lease Termination
Current report
Gain on Extinguishment of Short-Term Debt, Net
Current report
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.
Current report
Extinguishment of Series A Preferred Stock and Other Refinancing Fees
Current report
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.
Current report
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.
Current report
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.
Current report
(3)The remaining 2025 Notes were repaid in October 2025.
Current report
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.
Removed paragraphs (7)
Previous report
Regulatory Uncertainty
Previous report
See “Part I - Item 1. Financial Statements - Note 8” in this Form 10-Q for more information related to the 2024 goodwill impairment test. As of June 30, 2025, 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 June 30, 2025.
Previous report
The Series A Preferred Stock was exchanged into the Second Lien Term Loans on August 7, 2025. Refer to the discussions in “Part I - Item 1. Financial Statements - Note 23. Subsequent Events” for additional information on the Exchange and the related termination of the Investors Rights Agreement and Registration Rights Agreement.
Previous report
Cash flows used in financing activities of $88.5 million for the six months ended June 30, 2024, were primarily related to $6.1 million
Previous report
of restricted cash inflows from working capital related to claims processing offset, in part by $10.1 million of preferred dividends paid
Previous report
(3)Represents the fair value of earn-out consideration primarily related to the Machinify transaction. See “Part I - Item 1. Financial Statements - Note 17” for further details of the Company’s contingent consideration obligations.
Previous report
In addition, as of June 30, 2025, we had 175,000 shares of the Series A Preferred Stock outstanding, which were exchanged for second lien term loans on August 7, 2025. 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) plus 6.00%.
Reworded paragraphs (42)
Previous wording
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 half of 2025 were also impacted by growth in medical claims cost that continued to grow faster than our historical averages, though slower than the previous quarters.
Current wording
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.
Previous wording
Subsequent to the end of the second quarter of 2025, 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 Company is currently evaluating the impact of the OBBBA on its condensed consolidated financial statements.
Current wording
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.
Previous wording
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 six months ended June 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.
Current wording
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.
Previous wording
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 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 Convertible Notes is no more than $125.0 million, satisfying the company's working capital needs, business operations and to support recent acceleration in its organic new revenue bookings forecast for 2026 go-lives. In lieu of the Incremental Facility, the Company is considering other financing sources in an effort to optimize its capital structure, which to the extent obtained, would similarly provide sufficient financing for working capital needs, business operations and to support recent acceleration in organic growth in response to high market demand for the Company's services. The Incremental Facility includes both First Lien and Second Lien term loan tranches. If the Incremental Facility is entered, the interest rate for both existing term loans outstanding under the First Lien Credit Agreement and new loans under the Incremental Facility will be the relevant Adjusted Term SOFR Rate plus 6.00% until a compliance certificate is delivered for the fourth full quarter after draw, with step down tiers thereafter based on senior secured leverage. 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 corporate purposes.
Current wording
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 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.
Previous wording
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. See “Part II – Item 5. Other Information.”
Current wording
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.
Previous wording
Total revenue decreased by $202.8 million, or 31.3%, to $444.3 million for the three months ended June 30, 2025, as compared to 2024. The decrease was primarily from contractual updates with certain customers in our Performance Suite, including (i) $130.4 million from transitioning a customer from Performance Suite to Specialty Technology and Services Suite and (ii) $82.7 million related to the narrowing of scope of certain Performance Suite customers. These reductions were offset in part by $16.0 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 Medicaid Advantage operations in certain markets, unrelated to Evolent.
Current wording
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.
Previous wording
Cost of revenue decreased by $196.4 million, or 36.3%, to $343.9 million for the three months ended June 30, 2025, as compared to 2024, principally as a result of the 31.3% decrease in our revenue compared to year ended June 30, 2024. The decrease included approximately $210.6 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 by $2.9 million from higher personnel costs compared to the prior year.
Current wording
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.
Previous wording
Approximately $1.1 million and $1.2 million of total cost of revenue was attributable to stock-based compensation expense for the three months ended June 30, 2025, and 2024 respectively. Cost of revenue represented 77.4% and 83.5% of total revenue for the three months ended June 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.
Current wording
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.
Previous wording
Selling, general, and administrative expenses increased by $6.0 million, or 8.7%, to $75.2 million for the three months ended June 30, 2025, as compared to 2024. The increase was primarily driven by higher personnel costs of $7.5 million, offset by lower stock compensation of $0.9 million due to the achievement and change in projected achievement of certain performance measurements and lower lease expense of $2.1 million due to the termination of certain real estate leases.
Current wording
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.
Previous wording
Approximately $10.5 million and $11.5 million of total selling, general and administrative costs were attributable to stock-based compensation expense for the three months ended June 30, 2025, and 2024, respectively. Acquisition and severance costs accounted for approximately $0.8 million and $1.0 million of total selling, general and administrative expenses for the three months ended June 30, 2025 and 2024, respectively. Selling, general and administrative expenses represented 16.9% and 10.7% of total revenue for the three months ended June 30, 2025, as compared to 2024, respectively, driven primarily from contractual updates with certain customers in our Performance Suite.
Current wording
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 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.
Previous wording
Depreciation and amortization expenses decreased $6.7 million, or 22.5%, to $23.1 million for the three months ended June 30, 2025, as compared to 2024 due primarily due to $5.5 million of accelerated amortization on our retired trade names during 2024 and $1.2 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 June 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.
Current wording
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.
Previous wording
We recorded a loss on change in fair value of contingent consideration of $3.2 million for the three months ended June 30, 2025 primarily related to our Machinify earnout. 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.
Current wording
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.
Previous wording
Comparison of the Results For the Six Months Ended June 30, 2025 to 2024
Current wording
Comparison of the Results For the Nine Months Ended September 30, 2025 to 2024
Previous wording
Total revenue decreased $358.8 million, or 27.9%, to $928.0 million for the six months ended June 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) $257.6 million from transitioning a customer from Performance Suite to Specialty Technology and Services Suite, (ii) $96.6 million related to the narrowing of scope of certain Performance Suite customers; and (iii) $7.8 million from lower gain share revenue. These reductions were offset in part by $25.7 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 Medicaid Advantage operations in certain markets, unrelated to Evolent.
Current wording
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.
Previous wording
Cost of revenue decreased by $350.7 million, or (32.6)%, to $725.1 million for the six months ended June 30, 2025, as compared to 2024, principally as a result of the 27.9% decrease in our revenue compared to year ended June 30, 2024. The decrease included approximately $343.2 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. Additionally, we experienced decreases of $0.7 million from lower personnel costs compared to the prior year.
Current wording
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.
Previous wording
Approximately $1.7 million and $2.2 million of total cost of revenue was attributable to stock-based compensation expense for the six months ended June 30, 2025, and 2024, respectively. Cost of revenue represented 78.1% and 83.6% of total revenue for the six months ended June 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.
Current wording
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.
Previous wording
Selling, general, and administrative expenses increased by $5.3 million, or 3.6%, to $153.6 million for the six months ended June 30, 2025, as compared to 2024. The increase was primarily driven by higher personnel costs of $9.2 million and a $3.3 million increase in bad debt expense versus the prior period reflecting a return to normal collections timing, offset by lower stock compensation of $8.3 million due to the achievement and change in projected achievement of certain performance measurements.
Current wording
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.
Previous wording
Approximately $21.0 million and $29.2 million of total selling, general and administrative expenses were attributable to stock-based compensation expense for the six months ended June 30, 2025 and 2024, respectively. Acquisition and severance costs accounted for approximately $2.5 million and $1.3 million of total selling, general and administrative expenses for the six months ended June 30, 2025 and 2024, respectively. Selling, general and administrative expenses represented 16.6% and 11.5% of total revenue for the six months ended June 30, 2025, as compared to 2024, respectively, driven primarily from contractual updates with certain customers in our Performance Suite.
Current wording
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.
Previous wording
Depreciation and amortization expenses decreased $12.2 million, or 20.5%, to $47.2 million for the six months ended June 30, 2025, as compared to 2024 primarily due to $11.2 million of accelerated amortization on our retired trade names for the six months ended June 30, 2025, offset by $0.4 million of higher amortization on provider network contracts. Depreciation and amortization expenses include $26.7 million and $34.5 million for the six months ended June 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.
Current wording
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.
Previous wording
During the year ended December 31, 2024, the Company terminated its Chicago, IL lease effective October 31, 2024. We recorded an additional $1.9 million loss on lease termination related to negotiated termination payments and real estate commissions for the six months ended June 30, 2025.
Current wording
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.
Previous wording
We recorded a loss on change in fair value of contingent consideration of $2.9 million for the six months ended June 30, 2025, related to our Machinify earnout. We recorded $8.9 million for the six months ended June 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.
Current wording
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.
Previous wording
Our interest expense for the six months ended June 30, 2025 and 2024 is primarily attributable to our First Lien Credit Agreement with Ares as well as the 2025 Notes and 2029 Notes. We recorded interest expense (including amortization of deferred financing costs) of approximately $11.6 million and $22.0 million for the three and six months ended June 30, 2025, respectively, and $6.0 million and $12.0 million for the three and six months ended June 30, 2024, respectively. The increase in interest expense for the three and six months ended June 30, 2025 compared to the three and six months ended June 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.
Current wording
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.
Previous wording
During the three months ended June 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.
Current wording
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.
Previous wording
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 on the consolidated statement of operations and comprehensive income (loss) and the remainder as a deemed dividend.
Current wording
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.
Previous wording
An income tax provision (benefit) of $(0.8) million and $0.6 million for the three and six months ended June 30, 2025, respectively, and $(0.2) million and $0.3 million for the three and six months ended June 30, 2024, respectively, which resulted in effective tax rates of 4.0% and (0.8)% for the three and six months ended June 30, 2025, respectively, and (17.5)% and (2.1)% for the three and six months ended June 30, 2024, respectively. The income tax expense (benefit) recorded during the three and six months ended June 30, 2025, primarily relates to non-deductible expenses and state and foreign taxes. The income tax expense recorded during the three and six months ended June 30, 2024, primarily relates to state and foreign taxes.
Current wording
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.
Previous wording
Dividends and Accretion of Series A Preferred Stock
Current wording
Dividends and Accretion of Series A Preferred Stock Including Excise Tax
Previous wording
We pay 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%. In addition, we accrete deferred financing costs and the redemption value in excess of par value in additional paid-in-capital on the consolidated balance sheets. The Company paid dividends and recorded accretion of deferred issuance costs and redemption value related to the Series A Preferred Stock as presented below (in thousands):
Current wording
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):
Previous wording
The increase in accretion of redemption value in excess of par excluding extinguishment of Series A Preferred Stock was driven by the extinguishment and reissuance of our Series A Preferred Stock as a result of Amendment No. 5. The Series A Preferred Stock post-amendment is recorded at fair value.
Current wording
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.
Previous wording
The Company reported net loss attributable to common shareholders of Evolent Health, Inc. of $123.3 million and $31.6 million for the six months ended June 30, 2025 and 2024, respectively. As of June 30, 2025, the Company had $151.0 million of cash and cash equivalents and $27.0 million in restricted cash.
Current wording
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.
Previous wording
We believe our current cash and cash equivalents and undrawn Revolving Facility 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.
Current wording
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.
Previous wording
Cash flows used in operating activities of $25.8 million for the six months ended June 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 $131.5 million due to the timing of claims payments, offset in part by decreases in accounts receivable of $55.9 million from timing of our partner and vendor payments and an increase in accrued compensation and benefits of $4.5 million due to the timing of 2024 bonus payments and severance of $1.8 million.
Current wording
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.
Previous wording
Cash flows provided by operating activities of $26.3 million for the six months ended June 30, 2024 were affected by decreases in accounts receivable from timing of our partner and vendor payments including higher cash receipts from certain performance-based customers as well as an increase of $8.9 million from contingent consideration, which was more than offset by payment for claims and performance-based arrangements of $86.5 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 included in cash flows provided by operating activities
Current wording
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.
Previous wording
Cash flows used in investing activities of $73.6 million for the six months ended June 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 $17.4 million .
Current wording
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.
Previous wording
Cash flows used in investing activities of $23.3 million for the six months ended June 30, 2024 were primarily attributable to a purchase of investments for $4.9 million and $12.5 million of investments in internal-use software and purchases of property and equipment.
Current wording
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.
Previous wording
Cash flows provided by financing activities of $98.9 million for the six months ended June 30, 2025 were primarily related to $221.0 million of borrowings under our Term Loan Facility, offset, in part by $62.5 million of repayments under our Revolving Facility, $44.8 million related to changes in working capital balances related to claims processing and $9.2 million of preferred dividends paid on our Series A Preferred Stock.
Current wording
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.
Previous wording
on our Series A Preferred Stock and $14.7 million from withholding taxes paid on of vested restricted stock units that were net settled.
Current wording
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.
Previous wording
(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 $8.0 million in 2025 and $12.9 million in 2026, respectively.
Current wording
(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.
Previous wording
During the six months ended June 30, 2025, the Company borrowed $200.0 million under its Term Loan Facility. As of June 30, 2025, there was $200.0 million and $62.5 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, potentially including the Company’s 2025 Notes.
Current wording
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.
Previous wording
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 three months ended June 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.
Current wording
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.
Previous wording
Accounts receivable are recorded and carried at the original invoiced amount less an allowance for any potential uncollectible amounts. During the six months ended June 30, 2025, accounts receivable, net, decreased primarily due to the timing of cash receipts from certain customers.
Current wording
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.
Showing the first 40 of 42 pairs. Open the source sections for the rest.
Rearranged current paragraphs (1)
Current report — wording carried from elsewhere
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.
Rearranged previous paragraphs (3)
Previous report — wording carried elsewhere
Extinguishment of Series A Preferred Stock
Previous report — wording carried elsewhere
Additional cash used in financing activities included $66.6 million, the portion of the NIA contingent consideration representing the
Previous report — wording carried elsewhere
fair value at the acquisition date.