Current Report Filing (8-k)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

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FORM 8-K

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CURRENT REPORT

Pursuant to Section 13 or 15(d) of

The Securities Exchange Act of 1934

October 11, 2022

Date of Report (Date of earliest event reported)

Evolent Health, Inc.

(Exact name of registrant as specified in its charter)

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Delaware		001-37415						32-0454912
(State or other jurisdiction of incorporation or organization)		Commission File Number:						(I.R.S. Employer Identification No.)

800 N. Glebe Road	,	Suite 500	,	Arlington	,	Virginia	,	22203
(Address of principal executive offices)(zip code)

(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.)

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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:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Class A Common Stock of Evolent Health, Inc., par value $0.01 per share

EVH

New York Stock Exchange

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.

Item 7.01. Regulation FD Disclosure.

This morning Evolent Health, Inc. (“the Company”) provided context regarding the announcement by Bright Health Group (“BHG”), an operating partner of the Evolent Health Services (“EHS”) segment of the Company, that BHG plans to exit its Individual and Family Plans (“IFP”) line of business for 2023.

The Company had previously announced the selection of Evolent Health Services by BHG as the administrative services provider for this line of business, along with BHG’s intention to add approximately 700,000 members beginning January 1, 2023 to approximately 340,000 currently on the EHS platform. The Company had also estimated growth from BHG in the EHS segment would be approximately $70 million for 2023.

With the BHG announcement, the Company currently anticipates revenue from BHG to be approximately flat in the EHS segment from 2022 to 2023. Since the Company’s contract with BHG provides for customary runout services and other clauses, the Company currently expects minimal impact on EHS segment Adjusted EBITDA through the end of 2023 based on this announcement. This announcement also does not change the Company’s target to meet or exceed mid-teens top-line growth target in 2023 and beyond.

Forward-Looking Statements

Certain statements made in this filing are "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995 ("PSLRA"). A forward-looking statement is a statement that is not a historical fact and, without limitation, includes any statement that may predict, forecast, indicate or imply future results, performance or achievements, and may contain words like: "subject" and other words or phrases with similar meaning in connection with a discussion of future operating or financial performance. In particular, these include statements relating to future performance or financial results, including the impact of BHG’s announcement on EHS segment Adjusted EBITDA and top-line growth targets. We claim the protection afforded by the safe harbor for forward-looking statements provided by the PSLRA. These statements are only predictions based on our current expectations and projections about future events. Forward-looking statements involve risks and uncertainties that may cause actual results, level of activity, performance or achievements to differ materially from the results contained in the forward-looking statements.

SIGNATURE

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