January 8, 20240001628908false00016289082024-01-082024-01-08
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
January 8, 2024
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.) | |
| | | | | | | | | | |
| 1812 N. Moore Street | , | Suite 1705 | , | Arlington | , | Virginia | , | 22209 | |
| (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.)
_________________________
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:
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| 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 2.02 Results of Operations and Financial Condition
On January 9, 2024, Evolent Health, Inc. (the “Company”) will be presenting at the 42nd Annual J.P. Morgan Healthcare Conference. In connection with this presentation and investor meetings, the Company is reaffirming previously issued revenue and Adjusted EBITDA guidance for the three months and year ended December 31, 2023 and announces two new revenue contracts for its technology and services suite, including a new partner logo in the Southwest and the cross-sell of NIA services to a legacy Evolent client in the northeast. Because the Company’s financial statements for the year ended December 31, 2023, have not been finalized or audited, these preliminary statements regarding the Company’s estimated full-year revenue and Adjusted EBITDA are subject to change and the Company’s actual results as of the end of this period may differ materially from these preliminary statements. Accordingly, you should not place undue reliance on these preliminary statements.
Item 7.01. Regulation FD Disclosure
The disclosure contained in Item 2.02 of this Current Report on Form 8-K is incorporated herein by reference.
A copy of the investor presentation materials for the Company’s presentation at the 42nd Annual J.P. Morgan Healthcare Conference is furnished as Exhibit 99.1 and is incorporated herein by reference. The Company may use this updated corporate presentation in meetings with investors from time to time as well.
The information furnished under Items 2.02 and 7.01 of this Report, including Exhibit 99.1 hereto, 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 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.
Item 9.01. Financial Statements and Exhibits.
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| Exhibit No. | | Description |
| | |
| 104 | | The cover page from this Current Report on Form 8-K, formatted as Inline XBRL |
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.
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| EVOLENT HEALTH, INC. |
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| By: | /s/ Jonathan D. Weinberg |
| Name: | Jonathan D. Weinberg |
| Title: | General Counsel and Secretary |
Date: January 8, 2024