Evolent Health Inc — Current Report (Form 8-K)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of The Securities Exchange Act of 1934

August 18, 2025

Date of Report (Date of earliest event reported)

Evolent Health, Inc.

(Exact name of registrant as specified in its charter)

(571) 389-6000

(Registrant’s telephone number, including area code)

Not Applicable

(Former name, former address and former fiscal year, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Securities registered pursuant to Section 12(b) of the Act:

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

On August 19, 2025, Evolent Health, Inc. (the “Company” or “we”) issued a press release announcing the pricing and the upsize of its previously announced offering of $140.0 million aggregate principal amount of 4.50% convertible senior notes due 2031 (the “notes”). The Company has granted the initial purchasers in the offering an option to purchase up to an additional $21.75 million aggregate principal amount of notes. The Company has increased the size of the offering from $140.0 million to $145.0 million (or $166.75 million if the initial purchasers’ option to purchase additional notes is exercised in full). A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

The Company expects to use approximately $100.2 million of the net proceeds from the offering, plus available liquidity, to repurchase approximately $167.4 million aggregate principal of its 1.50% convertible senior notes due 2025 (the “2025 Notes”) for approximately $167.6 million in cash in note repurchases entered into concurrently with the pricing of the notes. The Company also expects to use approximately $40.0 million of the net proceeds from the offering to repurchase shares of the Company’s Class A common stock concurrently with the pricing of the offering in privately negotiated transactions effected with or through one of the initial purchasers or its affiliate at a purchase price per share equal to the last reported sale price of the Company’s Class A common stock on August 18, 2025. If the initial purchasers exercise their option to purchase additional notes, the Company expects to use the net proceeds from the sale of the additional notes to reduce the amount of available liquidity required to repurchase or repay the 2025 Notes.

The notes and the Class A common stock of the Company, par value $0.01, issuable upon conversion of the notes will not be registered under the Securities Act of 1933, as amended (the “Securities Act”) or any state securities laws, and unless so registered, may not be offered or sold in the United States, except pursuant to an exemption from the registration requirements of the Securities Act and applicable state securities laws.

This report shall not constitute an offer to sell or a solicitation of an offer to buy the securities described herein, nor shall there be any sale of these securities in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities law of any such jurisdiction.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.