Evolent Health Inc filed SEC Form 8-K: Regulation FD Disclosure
$EVH
Other Consumer Services
Consumer Discretionary
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
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CURRENT REPORT
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Item 7.01. Regulation FD Disclosure
As previously announced, on June 3, 2025, the management team of Evolent Health, Inc. (the “Company”) will present at the William Blair 45th Annual Growth Stock Conference at the Loews Hotel in Chicago, Illinois at 1:20pm CDT. As a reminder, a live audio-only webcast and replay for this event will be available on the "Events and Presentations" section of the Company's investor relations website at http://ir.evolent.com. During this presentation, the Company’s management team expects to reaffirm the Company’s 2025 revenue guidance of approximately $2.06 billion to $2.11 billion, and 2025 Adjusted EBITDA guidance of approximately $135.0 million to $165.0 million. The Company’s management team also expects to reaffirm the Company’s second quarter 2025 revenue guidance of approximately $440.0 million to $470.0 million, and second quarter 2025 Adjusted EBITDA guidance of $33.0 million to $40.0 million. This guidance is consistent with the guidance issued in the Company’s press release dated May 8, 2025.
The Company does not believe it can meaningfully reconcile guidance for non-GAAP Adjusted EBITDA to net income (loss) attributable to common shareholders of Evolent Health, Inc. because the Company cannot provide guidance for the more significant reconciling items between net income (loss) attributable to common shareholders of Evolent Health, Inc. and Adjusted EBITDA without unreasonable effort. This is due to the fact that future period non-GAAP guidance includes adjustments for items not indicative of our core operations, and as a result from changes to our business due to transactions and other events. Such items may, from time to time, include loss on repayment/extinguishment of debt; gain (loss) from equity method investees, loss on option exercise, change in fair value of contingent consideration, change in tax receivable agreement liability, other income (expense), gain (loss) on disposal of non-strategic assets, right-of-use asset impairments, losses on lease terminations, repositioning costs, stock-based compensation expense, severance costs, dividends and accretion on Series A Preferred Stock and transaction-related costs. Such adjustments may be affected by changes in ongoing assumptions, judgements, as well as nonrecurring, unusual or unanticipated charges, expenses or gains (losses) or other items that may not directly correlate to the underlying performance of our business operations. The exact amount of these adjustments is not currently determinable but may be significant.
None of the information furnished in Item 7.01 hereto shall be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Unless expressly set forth by specific reference in such filings, none of the information furnished in this report shall be incorporated by reference in any filing under the Securities Act of 1933, as amended, whether made before or after the date hereof and regardless of any general incorporation language in such filings.
Forward-Looking Statements
This Current Report on Form 8-K includes forward-looking statements which include the Company’s 2025 guidance, as well as any other statements which are not historical facts. The Company intends such forward-looking statements to be covered under the safe harbor provisions for forward-looking statements contained in Section 27A of the Securities Act and Section 21E of the Exchange Act. By their nature, forward-looking statements are subject to numerous factors, risks and uncertainties that could cause actual outcomes and results to be materially different from those projected. These risks and uncertainties are discussed under the headings “Forward-Looking Statements – Cautionary Language,” and “Risk Factors,” in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024, which is on file with the U.S. Securities and Exchange Commission (the “SEC”), and in the Company’s other filings with the SEC, including its Quarterly Report on Form 10-Q for the period ended March 31, 2025, filed with the SEC. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date the statements were made. Except for any ongoing
obligation to disclose material information as required by the United States federal securities laws, the Company does not have any intention or obligation to publicly update or revise any forward-looking statements after filing this Current Report on Form 8-K, whether to reflect any future events or circumstances or otherwise.
SIGNATURES
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.
| EVOLENT HEALTH, INC. | |||||
| By: | /s/ Jonathan D. Weinberg | ||||
| Name: | Jonathan D. Weinberg | ||||
| Title: | General Counsel and Secretary | ||||
Date: June 3, 2025