shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “ Exchange Act ”), or otherwise subject the Company or any other person to liability under that Section, to the liabilities of that section, nor shall it be deemed incorporated by reference into any filing made by the Company under the Exchange Act or the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such a filing.

shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “ Exchange Act ”), or otherwise subject the Company or any other person to liability under that Section, to the liabilities of that section, nor shall it be deemed incorporated by reference into any filing made by the Company under the Exchange Act or the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such a filing.

shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “ Exchange Act ”), or otherwise subject the Company or any other person to liability under that Section, to the liabilities of that section, nor shall it be deemed incorporated by reference into any filing made by the Company under the Exchange Act or the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such a filing.

shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “ Exchange Act ”), or otherwise subject the Company or any other person to liability under that Section, to the liabilities of that section, nor shall it be deemed incorporated by reference into any filing made by the Company under the Exchange Act or the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such a filing.

Director — Ms. Cheryl Scott: Ms. Cheryl Scott retired from the Board of Directors and was succeeded by Ms. Jill Smith.

Chief Financial Officer — Mario Ramos: The company appointed Mario Ramos as the new Chief Financial Officer, effective January 1, 2026.

shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “ Exchange Act ”), or otherwise subject the Company or any other person to liability under that Section, to the liabilities of that section, nor shall it be deemed incorporated by reference into any filing made by the Company under the Exchange Act or the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such a filing.

Regulation FD Disclosure On September 23, 2025, Evolent Health, Inc. (the “ Company ”) reaffirmed its guidance for Revenue and Adjusted EBITDA for the three months ending September 30, 2025 of between $460 and $480 million, and $34 and $42 million, respectively. The Company also reaffirmed its guidance for Revenue and Adjusted EBITDA for the full year 2025 of $1.85 and $1.88 billion and $140 and $165 million, respectively, excluding the impact of the divestiture of ECP Holding Company, which…

Other Events On September 23, 2025, Evolent Health LLC, a Delaware limited liability company (“ Evolent Health ”) and wholly owned subsidiary of the Company, entered into a Stock Purchase Agreement (the “ Purchase Agreement ”) with Privia Management Company, LLC, a Delaware limited liability company (“ Buyer ”), pursuant to which Buyer will purchase all of the outstanding shares of capital stock of Evolent Care Partners Holding Company, Inc, a Delaware corporation and wholly owned subsidiary…

Creation of a Direct Financial Obligation. The information set forth in

Unregistered Sales of Equity Securities. The information set forth under

Entry Into a Material Definitive Agreement. Purchase Agreement On August 18, 2025, Evolent Health, Inc. (the “Company” or “we”) entered into a purchase agreement (the “Purchase Agreement”) with Oppenheimer & Co. Inc., as representative of the several initial purchasers listed therein (collectively, the “Purchasers”), relating to the issuance and sale of $145.0 million aggregate principal amount of its 4.50% convertible senior notes due 2031 (the “notes”) in a private placement (the “Private P…

Other Events On August 19, 2025, Evolent Health, Inc. (the “Company” or “we”) issued a press release announcing the pricing and the upsize of its previously announced offering of $140.0 million aggregate principal amount of 4.50% convertible senior notes due 2031 (the “notes”). The Company has granted the initial purchasers in the offering an option to purchase up to an additional $21.75 million aggregate principal amount of notes. The Company has increased the size of the offering from $140.…

Other Matters. On August 18, 2025, Evolent Health, Inc. (the “Company” or “we”) issued a press release announcing the intention to offer $140.0 million aggregate principal amount of its convertible senior notes due 2031 in a private offering, subject to market and other conditions. The Company also expects to grant the initial purchaser in the proposed offering an option to purchase up to an additional $20.0 million aggregate principal amount of notes. A copy of the press release is attached…

shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “ Exchange Act ”), or otherwise subject the Company or any other person to liability under that Section, to the liabilities of that section, nor shall it be deemed incorporated by reference into any filing made by the Company under the Exchange Act or the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such a filing.

Entry into a Material Definitive Agreement. On June 19, 2025, Evolent Health, Inc. (the “Company”) and EVH LLC entered into Amendment No. 5 to the Credit Agreement, dated as of August 1, 2022, by and among the Lenders party thereto, EVH LLC, as the Administrative Borrower, the other borrowers party thereto, the Company, as the Parent, each other Guarantor party thereto, Ares Capital Corporation, as Administrative Agent, and ACF Finco I LP, as Collateral Agent and Revolving Agent (as amended t…

Other Events. On June 19, 2025, the Company and EVH LLC entered into a Commitment Letter with Ares Management Credit funds (“Ares”) which provides the Company additional available non-dilutive debt capital (the “Incremental Facility”) to retire its 2025 Convertible Notes on or before October 15, 2025 (the maturity date of the 2025 Convertible Notes) and for working capital, subject to certain conditions. The Company may draw on the Incremental Facility at its sole option, in an amount such th…

The reconstitution of the board committees is a routine administrative change.

shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “ Exchange Act ”), or otherwise subject the Company or any other person to liability under that Section, to the liabilities of that section, nor shall it be deemed incorporated by reference into any filing made by the Company under the Exchange Act or the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such a filing.

Director — Diane Holder: Diane Holder will not stand for re-election to the Board at the annual meeting.

shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “ Exchange Act ”), or otherwise subject the Company or any other person to liability under that Section, to the liabilities of that section, nor shall it be deemed incorporated by reference into any filing made by the Company under the Exchange Act or the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such a filing.

Director — M. Bridget Duffy, MD: Dr. Duffy resigned from the Board to create a vacancy at an earlier date.

Entry into a Material Definitive Agreement On February 3, 2025, Evolent Health, Inc. (the “ Company ”) entered into a Cooperation Agreement (the “ Cooperation Agreement ”) with Engaged Capital, LLC and certain of its affiliates (collectively, “ Engaged Capital ”). Pursuant to the Cooperation Agreement, the board of directors of the Company (the “ Board ”) agreed, subject to the terms and conditions set forth in the Cooperation Agreement, to (1) appoint Mr. Brendan Springstubb to the Board wit…

Creation of a Direct Financial Obligation As previously disclosed, Evolent Health, Inc. (the “ Company ”) and certain of its subsidiaries are party to a credit agreement, dated as of August 1, 2022, by and between the Lenders party thereto, Evolent Health LLC (the “ Borrower ”), as the Administrative Borrower, the other borrowers party thereto, the Company, as the Parent, each other Guarantor party thereto, Ares Capital Corporation, as Administrative Agent, and ACF Finco I LP, as Collateral A…

Entry Into a Material Definitive Agreement. Amendment No. 3 to Credit Agreement On December 6, 2024 (the “ Closing Date ”), Evolent Health, Inc. (the “ Company ”) and EVH LLC entered into Amendment No. 3 (“ Amendment No. 3 ”) to the Credit Agreement, dated as of August 1, 2022, by and between the Lenders party thereto, EVH LLC, as the Administrative Borrower, the other borrowers party thereto, the Company, as the Parent, each other Guarantor party thereto, Ares Capital Corporation (“ Ares ”),…