03/04/2026 | Press release | Distributed by Public on 03/04/2026 16:44
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FORM 4
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. | SEC 1474 (9-02) | ||
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1. Title of Derivative Security (Instr. 3) |
2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) |
4. Transaction Code (Instr. 8) |
5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) |
6. Date Exercisable and Expiration Date (Month/Day/Year) |
7. Title and Amount of Underlying Securities (Instr. 3 and 4) |
8. Price of Derivative Security (Instr. 5) |
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) |
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Performance-Based Share Unit | (1) | 03/02/2026 | A | 429,041(1) | 03/01/2027 | 02/28/2029 | Class A Common Stock | 429,041 | $ 0 | 429,041 | D | ||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
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Ramos Mario C/O EVOLENT HEALTH, INC. 1812 N. MOORE ST., STE. 1705 ARLINGTON, VA 22209 |
Chief Financial Officer | |||
| /s/ Jonathan Weinberg, Attorney-in-fact | 03/04/2026 | |
| **Signature of Reporting Person | Date |
| * | If the form is filed by more than one reporting person, see Instruction 4(b)(v). |
| ** | Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
| (1) | Represents performance-based share units (PSUs) granted to Mr. Ramos pursuant to the Evolent Health, Inc. Amended and Restated 2015 Omnibus Incentive Compensation Plan. The PSUs may be earned based on the achievement of certain stock price performance conditions from March 1, 2027 to February 28, 2029, subject to satisfying certain service-based conditions. Each PSU is shown at the target level, and the actual amount earned after completion of the performance period may range from 0% to 250% of the target level. |