Evolent Health, Inc.

Previous wording

Changes in Medicaid, and the ACA Health Exchanges, including but not limited to those caused by the passage of the One Big Beautiful Bill Act during 2025, created industry expectations for higher member acuity and lower membership in future years. These expectations are exacerbated by the aggregate medical trends experienced by our customers across all lines of business, which has led those customers to exit markets, adjust their benefits and take other actions that are likely to contribute to lower membership. During the quarter ended June 30, 2026, our customers reported membership declines in Medicaid and Health Exchanges consistent with our expectations. We anticipate exchange membership attrition to continue through the end of the year, though at a decreasing pace.

Current wording

Changes in Medicaid, and the ACA Health Exchanges, including but not limited to those caused by the passage of the One Big Beautiful Bill Act during 2025, created industry expectations for higher member acuity and lower membership in future years. These expectations are exacerbated by the aggregate medical trends experienced by our customers across all lines of business, which has led those customers to exit markets, adjust their benefits and take other actions that are likely to contribute to lower membership in the future. During the quarter ended September 30, 2026, our customers reported membership declines in Medicaid and Health Exchanges consistent with our expectations.

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, 2026. 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, 2026. 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

See “Part I - Item 1. Financial Statements - Note 8” in this Form 10-Q for more information related to the 2025 goodwill impairment test. As of June 30, 2026, 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 interim impairment test. The Company determined there had been no such indicators. Therefore, it was unnecessary to perform a goodwill impairment assessment as of June 30, 2026.

Current wording

See “Part I - Item 1. Financial Statements - Note 8” in this Form 10-Q for more information related to the 2025 goodwill impairment test. As of September 30, 2026, 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 interim impairment test. The Company determined there had been no such indicators. Therefore, the Company did not perform a quantitative goodwill impairment assessment as of September 30, 2026.

Previous wording

We also deploy our services in capitation arrangements under our specialty care management 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.

Current wording

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.

Previous wording

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) 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.

Current wording

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), 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.

Previous wording

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.

Current wording

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 our surgery management and advanced care planning programs divided by the number of cases for a given period.

Previous wording

Medical Expense Ratio (“MER”) is a key performance indicator used by management for purposes of monitoring operating performance and is calculated as GAAP total claims incurred related to our specialty care management services solution divided by GAAP revenue related to our Performance Suite. Management believes MER is useful to investors because it provides insight into the efficiency with which medical costs are managed relative to revenue and helps identify trends in the underlying performance. For periods prior to the consummation of the sale of Evolent Care Partners (“ECP”) in December 2025, we present non-GAAP MER excluding revenues from ECP because is not indicative of ongoing operations. See “Part I - Item 1. Financial Statements - Note 5 - Disaggregation of Revenue” in this Form 10-Q for more information related to GAAP revenue by product type and “Part I - Item 1. Financial Statements - Note 19 in this Form 10-Q for more information related to GAAP total claims incurred.

Current wording

Medical Expense Ratio (“MER”) is a key performance indicator used by management for purposes of monitoring operating performance and is calculated as GAAP total claims incurred related to our specialty care management services solution divided by GAAP revenue related to our Performance Suite. Management believes MER is useful to investors because it provides insight into the efficiency with which medical costs are managed relative to revenue and helps identify trends in the underlying performance. For periods prior to the consummation of the sale of Evolent Care Partners (“ECP”) in December 2025, we present non-GAAP MER excluding revenues from ECP because it is not indicative of ongoing operations. See “Part I - Item 1. Financial Statements - Note 5 - Disaggregation of Revenue” in this Form 10-Q for more information related to GAAP revenue by product type and “Part I - Item 1. Financial Statements - Note 19 in this Form 10-Q for more information related to GAAP total claims incurred.

Previous wording

Total revenue increased by $208.2 million, or 46.9%, to $652.5 million for the three months ended June 30, 2026, as compared to 2025. The increase was primarily from $216.8 million of growth in Performance Suite contracts, net of $12.7 million from reductions in membership at certain of our health plan clients due to changes in exchange enrollment, eligibility verification rules and subsidy eligibility for some populations and rate adjustments within certain customer contracts.

Current wording

Total revenue increased by $245.8 million, or 51.3%, to $725.4 million for the three months ended September 30, 2026, as compared to 2025. The increase was primarily from $280.1 million of new Performance Suite contract go-lives and expanded oncology services to an existing customer during the three months ended September 30, 2026, net of $22.3 million from reductions in membership at certain of our health plan clients due to changes in exchange enrollment, eligibility verification rules and subsidy eligibility for some populations and rate adjustments within certain customer contracts.

Previous wording

Cost of revenue increased by $227.7 million, or 66.2%, to $571.7 million for the three months ended June 30, 2026, as compared to 2025, principally as a result of the 46.9% increase in our revenue compared to three months ended June 30, 2025. The increase included approximately $238.8 million of higher claims cost compared to the prior year period, which is primarily attributable to new Performance Suite contract go-lives in 2026 and expansion in oncology services to an existing customer offset by $11.4 million from lower personnel costs compared to the prior year driven by reduced headcount and changes to benefits and bonus structure for employees.

Current wording

Cost of revenue increased by $257.2 million, or 67.7%, to $636.9 million for the three months ended September 30, 2026, as compared to 2025, principally as a result of the 51.3% increase in our revenue compared to year ended September 30, 2025. The increase included approximately $281.1 million of higher claims cost compared to the prior year period, which is primarily attributable to new Performance Suite contract go-lives in 2026 and expansion in oncology services to an existing customer offset by $14.6 million from lower personnel costs compared to the prior year driven by reduced headcount and changes to benefits and bonus structure for employees.

Previous wording

(2)Refer to “Comparison of the Results For the Three Months Ended June 30, 2026 to 2025 - Revenue” for additional information on Non-GAAP Performance Suite revenue less revenue from Evolent Care Partners.

Current wording

(2)Refer to “Comparison of the Results for the Three Months Ended September 30, 2026 to 2025 - Revenue” for additional information on Performance Suite revenue less revenue from Evolent Care Partners.

Previous wording

The increase in MER and MER excluding Evolent Care Partners for the six months ended June 30, 2026 compared to 2025 is driven primarily by the go-live of two Performance Suite contracts during the first half of 2026.

Current wording

The increase in MER for three months ended September 30, 2026 compared to 2025 is driven primarily by the disposition of Evolent Care Partners in December 2025.

Previous wording

Approximately $0.7 million and $1.1 million of total cost of revenue was attributable to stock-based compensation expense for the three months ended June 30, 2026, and 2025 respectively. Cost of revenue represented 87.6% and 77.4% of total revenue for the three months ended June 30, 2026, and 2025 respectively. Our cost of revenue increased as a percentage of our total revenue due to higher medical expenses from our new Performance Suite contracts. 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 $1.8 million and $1.2 million of total cost of revenue was attributable to stock-based compensation expense for the three months ended September 30, 2026, and 2025 respectively. Cost of revenue represented 87.8% and 79.2% of total revenue for the three months ended September 30, 2026, and 2025 respectively. Our cost of revenue increased as a percentage of our total revenue due to the maturation profile of two new Performance Suite contracts that went live during the first half of 2026 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 decreased by $6.4 million, or 8.5%, to $68.8 million for the three months ended June 30, 2026, as compared to 2025. The decrease was primarily driven by lower personnel costs of $4.7 million from reduced headcount and changes to benefits and bonus structure for employees and lower severance of $0.5 million, lower professional fees of $3.2 million due primarily to the ECP disposition in December 2025 and technology services of $1.7 million due primarily to a change in services received from certain vendors, offset by higher stock compensation of $4.0 million due to the achievement and change in projected achievement of certain performance measurements.

Current wording

Selling, general, and administrative expenses decreased by $4.5 million, or 5.8%, to $73.1 million for the three months ended September 30, 2026, as compared to 2025. The decrease was primarily driven by lower technology services of $2.5 million due primarily to a change in services received from certain vendors, lower personnel costs of $0.2 million from reduced headcount and changes to benefits and bonus structure for employees offset by higher severance of $1.8 million, lower stock compensation of $0.5 million and lower lease expense of $1.4 million due to the termination of certain real estate leases.

Previous wording

Approximately $14.5 million and $10.5 million of total selling, general and administrative costs were attributable to stock-based compensation expense for the three months ended June 30, 2026, and 2025, respectively. Acquisition and severance costs accounted for $0.8 million of total selling, general and administrative expenses for both the three months ended June 30, 2026 and 2025, respectively. Selling, general and administrative expenses represented 10.5% and 16.9% of total revenue for the three months ended

Current wording

Approximately $13.0 million and $13.4 million of total selling, general and administrative costs were attributable to stock-based compensation expense for the three months ended September 30, 2026, and 2025, respectively. Acquisition and severance costs accounted for approximately $4.1 million and $2.1 million of total selling, general and administrative expenses for the three months ended September 30, 2026 and 2025, respectively. Selling, general and administrative expenses represented 10.1% and 16.2% of total revenue for the three months ended September 30, 2026, as compared to 2025, respectively.

Previous wording

Depreciation and amortization expenses decreased $1.6 million, or 6.8%, to $21.6 million for the three months ended June 30, 2026, as compared to 2025 due primarily due to $0.3 million of lower depreciation on computer hardware, $0.7 million of lower amortization on ECP provider network contracts which was sold in December 2025 and $0.6 million lower amortization of certain customer relationships and technology intangibles reaching their useful life.

Current wording

Depreciation and amortization expenses decreased $2.1 million, or 9.0%, to $21.5 million for the three months ended September 30, 2026, as compared to 2025 due primarily to lower amortization on ECP provider network contracts which were sold in December 2025 and lower amortization of certain customer relationships and technology intangibles reaching their useful life.

Previous wording

Depreciation and amortization expenses include $12.5 million and $13.4 million for the three months ended June 30, 2026, as compared to 2025, 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 include $12.5 million and $13.4 million for the three months ended September 30, 2026, and 2025, 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

We recorded a loss on change in fair value of contingent consideration of $2.9 million for the six months ended June 30, 2025 primarily related to our Machinify earnout.

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.

Previous wording

Total revenue increased $220.8 million, or 23.8%, to $1,148.8 million for the six months ended June 30, 2026, compared to the same period in 2025. The increase was driven primarily by $339.8 million from new Performance Suite contract go-lives and expanded oncology services during the six months ended June 30, 2026 offset by a reduction of $73.1 million from the ECP disposition and $44.2 million from reductions in membership at certain of our health plan clients due to changes in exchange enrollment, eligibility verification rules and subsidy eligibility for some populations and rate adjustments within certain customer contracts.

Current wording

Total revenue increased $466.6 million, or 33.2%, to $1.9 billion for the nine months ended September 30, 2026, compared to the same period in 2025. The increase was driven primarily by $579.9 million from new Performance Suite contract go-lives and expanded oncology services to an existing customer during the nine months ended September 30, 2026 offset by a reduction of $63.5 million from the ECP disposition and $82.5 million from reductions in membership at certain of our health plan clients due to changes in exchange enrollment, eligibility verification rules and subsidy eligibility for some populations and rate adjustments within certain customer contracts.

Previous wording

(1)Performance Suite revenue excluding revenue from Evolent Care Partners is non-GAAP and used in calculating MER excluding Evolent Care Partners. Refer to “Comparison of the Results For the Six Months Ended June 30, 2026 to 2025 - Cost of Revenue” for additional information on MER excluding Evolent Care Partners.

Current wording

(1)Performance Suite revenue excluding revenue from Evolent Care Partners is non-GAAP and used in calculating MER excluding Evolent Care Partners. Refer to “Comparison of the Results for the Nine Months Ended September 30, 2026 to 2025 - Cost of Revenue” for additional information on MER excluding Evolent Care Partners.

Previous wording

Cost of revenue increased by $259.0 million, or 35.7%, to $984.2 million for the six months ended June 30, 2026, as compared to 2025, principally as a result of the 23.8% increase in our revenue compared to the six months ended June 30, 2025. The increase included approximately $286.5 million of higher claims cost compared to the prior year period, which is primarily attributable to $355.9 million higher claims expense from new and existing Performance Suite contracts, offset by a decrease of $59.3 million of claims from the disposition of ECP in December 2025 and transitioning certain Performance Suite customers to Specialty and Technology Service Suite and narrowing of scope of certain customers totaling $9.2 million and lower personnel costs of $21.2 million compared to the prior year driven by decreased headcount and change in bonus and benefits structure for certain employees.

Current wording

Cost of revenue increased by $516.2 million, or 46.7%, to $1.6 billion for the nine months ended September 30, 2026, as compared to 2025, principally as a result of the 33.2% increase in our revenue compared to nine months ended September 30, 2025. The increase included approximately $624.1 million of higher claims cost compared to the prior year period, which is primarily attributable to new Performance Suite contract go-lives in 2026 and expansion in oncology services to an existing customer, offset by a decrease of $59.3 million of claims from the disposition of ECP in December 2025 and lower personnel costs of $35.8 million compared to the prior year driven by reduced headcount and changes to benefits and bonus structure for employees.

Previous wording

(2)Refer to “Comparison of the Results For the Six Months Ended June 30, 2026 to 2025 - Revenue” for additional information on Non-GAAP Performance Suite revenue less revenue from Evolent Care Partners.

Current wording

(2)Refer to “Comparison of the Results for the Nine Months Ended September 30, 2026 to 2025 - Revenue” for additional information on Performance Suite revenue less revenue from Evolent Care Partners.

Previous wording

The increase in MER and MER excluding Evolent Care Partners for the three months ended June 30, 2026 compared to 2025 is driven primarily by the go-live of Performance Suite contracts during the first half of 2026.

Current wording

The increase in MER for the nine months ended September 30, 2026 compared to 2025 is driven primarily by the disposition of Evolent Care Partners in December 2025 and the go-live of Performance Suite contracts during 2026.

Previous wording

Approximately $1.2 million and $1.7 million of total cost of revenue was attributable to stock-based compensation expense for the six months ended June 30, 2026, and 2025, respectively. Cost of revenue represented 85.7% and 78.1% of total revenue for the six months ended June 30, 2026, and 2025, respectively. Our cost of revenue increased as a percentage of our total revenue due to the maturation profile of two new Performance Suite contracts that went live during the first half of 2026. 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 $3.1 million and $2.9 million of total cost of revenue was attributable to stock-based compensation expense for the nine months ended September 30, 2026, and 2025, respectively. Cost of revenue represented 86.5% and 78.5% of total revenue for the nine months ended September 30, 2026, and 2025, respectively. Our cost of revenue increased as a percentage of our total revenue due to the maturation profile of two new Performance Suite contracts that went live during the first half of 2026. 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 decreased by $12.0 million, or 7.8%, to $141.6 million for the six months ended June 30, 2026, as compared to 2025. The decrease was primarily driven by lower personnel costs of $8.9 million from reduced headcount and change to the 2026 benefits and bonus structure for certain employees and decreased severance of $1.5 million and lower professional fees of $6.0 million driven by the ECP disposition in December 2025 offset by higher stock compensation expense due to the achievement and change in projected achievement of certain performance measurements of $3.7 million and a $0.8 million increase in bad debt expense versus the prior period reflecting a return to normal collections timing.

Current wording

Selling, general, and administrative expenses decreased by $16.4 million, or 7.1%, to $214.8 million for the nine months ended September 30, 2026, as compared to 2025. The decrease was primarily driven by lower personnel costs of $9.1 million from reduced headcount and change to the 2026 bonus structure for certain employees and lower professional fees of $5.9 million driven by the ECP disposition in December 2025.

Previous wording

Approximately $24.6 million and $21.0 million of total selling, general and administrative expenses were attributable to stock-based compensation expense for the six months ended June 30, 2026 and 2025, respectively. Acquisition and severance costs accounted for approximately $1.3 million and $2.5 million of total selling, general and administrative expenses for the six months ended June 30, 2026 and 2025, respectively. Selling, general and administrative expenses represented 12.3% and 16.6% of total revenue for the six months ended June 30, 2026, as compared to 2025, respectively, driven primarily from contractual updates with certain customers in our Performance Suite.

Current wording

Approximately $37.6 million and $34.4 million of total selling, general and administrative expenses were attributable to stock-based compensation expense for the nine months ended September 30, 2026 and 2025, respectively. Acquisition and severance costs accounted for approximately $5.5 million and $4.6 million of total selling, general and administrative expenses for the nine months ended September 30, 2026 and 2025, respectively. Selling, general and administrative expenses represented 11.5% and 16.4% of total revenue for the nine months ended September 30, 2026, as compared to 2025, respectively.

Previous wording

Depreciation and amortization expenses decreased $4.1 million, or 8.6%, to $43.1 million, for the six months ended June 30, 2026, as compared to 2025 primarily due to $0.7 million of lower depreciation on computer hardware and $0.3 million of lower depreciation of internally developed software, $1.3 million of lower amortization on ECP provider network contracts which was sold in December 2025 and $1.3 million lower amortization of certain customer relationships and technology intangibles reaching their useful life. Depreciation and amortization expenses include $25.0 million and $26.7 million for the six months ended June 30, 2026 and 2025, 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 $6.2 million, or 8.8%, to $64.6 million, as compared to 2025 primarily due to lower amortization on ECP provider network contracts which was sold in December 2025 and lower amortization of certain customer relationships and technology intangibles reaching their useful life. Depreciation and amortization expenses include $37.5 million and $40.1 million for the nine months ended September 30, 2026 and 2025, 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 during 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 during the nine months ended September 30, 2025.

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.

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 primarily related to our ECP earnout.

Previous wording

We recorded interest expense (including amortization of deferred financing costs) of $16.9 million and $33.7 million for the three and six months ended June 30, 2026, respectively, and $11.6 million and $22.0 million for the three and six months ended June 30, 2025, respectively. The increase in interest expense for the three and six months ended June 30, 2026 compared to the three and six months ended June 30, 2025 is driven primarily by interest incurred under First Lien Credit Agreement borrowings in January 2025 and the exchange of our Series A Preferred Stock for Second Lien Loan Facility combined with the issuance of our 2031 Notes in August 2025. 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

We recorded interest expense (including amortization of deferred financing costs) of $17.0 million and $50.7 million for the three and nine months ended September 30, 2026, respectively, and $16.5 million and $38.5 million for the three and nine months ended September 30, 2025, respectively. The increase in interest expense for the three and nine months ended September 30, 2026 compared to the three and nine months ended September 30, 2025 is driven primarily by interest incurred under First Lien Credit Agreement borrowings in January 2025 and the exchange of our Series A Preferred Stock for Second Lien Loan Facility combined with the issuance of our 2031 Notes in August 2025. 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

Extinguishment of Series A Preferred Stock

Current wording

Extinguishment of Series A Preferred Stock and Other Refinancing Fees

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 would 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.

Previous wording

An income tax provision for (benefit from) of $2.7 million and $3.6 million for the three and six months ended June 30, 2026, respectively, and $(0.8) million and $0.6 million for the three and six months ended June 30, 2025, respectively, which resulted in effective tax rates of (10.6)% and (7.1)% for the three and six months ended June 30, 2026, respectively, and 4.0% and (0.8)% for the three and six months ended June 30, 2025, respectively. The income tax expense recorded during both the three and six months ended June 30, 2026 and 2025, primarily relates to the change in the valuation allowance, non-deductible expenses and state and foreign taxes.

Current wording

A provision for income taxes of $1.1 million and $4.7 million for the three and nine months ended September 30, 2026, respectively, and $0.9 million and $1.6 million for the three and nine months ended September 30, 2025, respectively, which resulted in effective tax rates of (5.0)% and (6.4)%, respectively, and (4.5)% and (1.5)%, respectively. The income tax expense recorded for the three and nine months ended September 30, 2026, primarily relates to the change in the valuation allowance, non-deductible expenses and state and foreign taxes.

Previous wording

The Company reported net loss attributable to common shareholders of Evolent Health, Inc. of $55.0 million and $123.3 million for the six months ended June 30, 2026 and 2025, respectively. As of June 30, 2026, the Company had $115.7 million of cash and cash equivalents and $25.8 million in restricted cash.

Current wording

The Company reported net loss attributable to common shareholders of Evolent Health, Inc. of $78.6 million and $150.3 million for the nine months ended September 30, 2026 and 2025, respectively. As of September 30, 2026, the Company had $148.3 million of cash and cash equivalents and $7.6 million in restricted cash.

Previous wording

Cash flows used in operating activities of $10.3 million for the six months ended June 30, 2026 were driven primarily by an overall increase in reserve for claims and performance-based arrangements of $186.2 million offset in part by increases in accounts receivable of $139.3 million, both primarily driven by new Performance Suite contract go-lives in 2026 and timing of claims, customer settlements and reconciliations, decreases in accrued liabilities of $22.3 million from timing of customer settlements, our partner and vendor payments and accrued compensation and benefits of $22.0 million due to the changes to benefits and bonus structure for employees.

Current wording

Cash flows provided by operating activities of $16.1 million for the nine months ended September 30, 2026 were driven primarily by an overall increase in accounts receivable and reserve for claims and performance-based arrangements of $51.0 million due to the timing of customer settlements and claims payments, offset in part by decreases in accrued liabilities of $27.1 million from timing of customer settlements, our partner and vendor payments, accrued compensation and benefits of $15.9 million due to the timing of 2025 bonus payments and changes to bonus structure for certain employees and operating lease liabilities of $15.6 million due to lease termination payments.

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 used in investing activities of $13.1 million for the six months ended June 30, 2026 were primarily related to investments in internal-use software and purchases of property and equipment.

Current wording

Cash flows used in investing activities of $20.2 million for the nine months ended September 30, 2026 were primarily related to investments in internal-use software and purchases of property and equipment.

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 financing activities of $15.0 million for the six months ended June 30, 2026 were primarily related to a $10.0 million repayment of our Revolving Facility.

Current wording

Cash flows used in financing activities of $19.5 million for the nine months ended September 30, 2026 were primarily related to a $10.0 million repayment under our Revolving Facility and $6.4 million related to changes in working capital balances related to claims processing.

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

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, 2026, accounts receivable, net, increased 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, 2026, accounts receivable, net, increased primarily due to new Performance Suite contract go-lives and expanded oncology services to an existing customer during the nine months ended September 30, 2026 and the timing of cash receipts from certain customers.