evh-20221117

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

November 17, 2022

Date of Report (Date of earliest event reported)

Evolent Health, Inc.

(Exact name of registrant as specified in its charter)

_________________________


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.)

_________________________

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 1.01 Entry into a Material Definitive Agreement.

On November 17, 2022, Evolent Health, Inc., a Delaware corporation (“EVH, Inc.”), Evolent Health LLC, a Delaware limited liability company (“EVH LLC” and, together with EVH, Inc., the “Evolent Entities”), entered into a Stock and Asset Purchase Agreement (the “Purchase Agreement”) with Magellan Health, Inc., a Delaware corporation (“Magellan Parent”) and Magellan Healthcare, Inc., a Delaware corporation (“Magellan” and together with Magellan Parent (and all applicable subsidiaries), the “Magellan Entities”), pursuant to which, subject to the satisfaction or waiver of certain conditions, EVH LLC will (i) acquire all of the outstanding shares of capital stock of National Imaging Associates, Inc., a Delaware corporation and wholly-owned subsidiary of Magellan, and (ii) acquire certain assets held by Magellan Parent and/or certain of its subsidiaries that are used in the Magellan Specialty Health Division (the “Business” and such transactions are referred to collectively herein as the “Acquisition”). The closing of the transactions contemplated by the Purchase Agreement (the “Closing”), including the Acquisition, shall take place on the third business day following the satisfaction or waiver of certain conditions set forth in the Purchase Agreement (or on such other date as the parties agree) (the “Closing Date”).

Pursuant to the terms of and as set forth in the Purchase Agreement, the Evolent Entities will pay and/or issue to the Magellan Entities, subject to certain adjustments and deductions as set forth in the Purchase Agreement, an aggregate purchase price of $650,000,000 (the “Transaction Consideration”), of which $250,000,000 may be paid by the issuance of 8,474,576 shares of EVH, Inc.’s Class A common stock (“Class A Shares”) based on a per share price of $29.50; provided, however, that in the event EVH, Inc. undertakes a registered offering of Class A Shares prior to Closing, the Magellan Entities shall receive, in lieu of all or a portion of such Class A Shares, as applicable, the proceeds from the sale of up to 8,474,576 Class A Shares, based on the total number of Class A shares sold in such offering (provided, that the proceeds from such sale are not less than $29.50 per Class A Share (unless otherwise consented to by Magellan Parent) and in no event shall the Magellan Entities receive proceeds greater than $29.50 per Class A Share). The Transaction Consideration is subject to certain post-Closing adjustments and deductions related to, among other things, net working capital, cash and indebtedness of the Business.

In addition to the Transaction Consideration, Magellan Parent shall be eligible to receive, subject to the satisfaction of certain metrics set forth in the Purchase Agreement, including those related to the achievement of certain operating results during calendar year 2023 (the “Earnout Period”), or upon the occurrence of certain events, additional consideration of up to $150,000,000 payable in cash and Class A Shares valued at a price equal to the volume weighted average closing price of such Class A Shares on the New York Stock Exchange for 20 trading days ending on the trading day that is immediately prior to two (2) business days prior to the date such payment is required to be made pursuant to the Purchase Agreement (the “Earnout Consideration”). Subject to the conditions applicable thereto, up to 50% of the Earnout Consideration may be paid in Class A Shares; provided, however, the Evolent Entities may, in their discretion, increase the portion of the Earnout Consideration payable in cash and correspondingly decrease the portion of the Earnout Consideration payable in Class A Shares.

Each of the boards of directors or managing member or partners, as applicable, of the Evolent Entities and the Magellan Entities has approved the parties’ entry into the Purchase

Agreement and the consummation of the transactions contemplated thereby, including the Acquisition, as applicable, with the parties making customary representations, warranties and covenants, including, but not limited to, that (i) the Business shall be conducted in the ordinary course from the date of the execution of the Purchase Agreement through the earlier of the Closing Date or the date on which the Purchase Agreement is terminated and (ii) the Magellan Entities shall not solicit or engage in negotiations or discussions regarding alternative transactions. The consummation of the transactions contemplated by the Purchase Agreement, including the Acquisition, is also subject to customary closing conditions, including, among others, the expiration or termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the “HSR Act”), the absence of any legal impediments that would prevent the consummation of such transactions, the accuracy of the representations and warranties the parties made in the Purchase Agreement, subject to certain exceptions contained therein, and the parties’ material compliance with their respective obligations under the Purchase Agreement.

The Purchase Agreement may be terminated: (i) by mutual written consent; (ii) by EVH, Inc. if there has been an uncured breach (if curable) by either of the Magellan Entities of the representations and warranties or covenants or agreements by the Magellan Entities set forth in the Purchase Agreement that results in the failure of certain conditions to Closing to be satisfied; (iii) by Magellan Parent if there has been an uncured breach (if curable) by either of the Evolent Entities of the representations and warranties or covenants or agreements by the Evolent Entities set forth in the Purchase Agreement that results in the failure of certain conditions to Closing to be satisfied; (iv) by either EVH, Inc. or Magellan, Inc. in the event the Closing has not occurred by August 17, 2023 (provided, that such date will automatically be extended to November 17, 2023, if the only condition that remains unsatisfied is the expiration or termination of the waiting period under the HSR Act) or in the event there is any law or injunction or other final and non-appealable order restraining, enjoining or otherwise prohibiting the transactions contemplated by the Purchase Agreement; or (v) by Magellan Parent if all conditions to the Evolent Entities’ obligations to Closing have been satisfied, the date on which the Closing is required to occur has passed, Magellan Parent has irrevocably confirmed that the Magellan Entities stand ready, willing and able to consummate the Closing and the Evolent Entities do not consummate the Closing within three business days of receipt by EVH, Inc. of such confirmation. The Purchase Agreement provides that, upon termination of the Purchase Agreement by Magellan Parent as a result of a material breach of covenant by the Evolent Entities or pursuant to (v) above, Magellan Parent will be entitled to a termination fee of $52,000,000.

The Evolent Entities have purchased a buyer-side representations and warranties insurance policy (the “R&W Policy”), which R&W Policy shall be effective as of the Closing. The R&W Policy is subject to a cap, deductible and certain customary terms and exclusions, which limit the Evolent Entities’ ability to make recoveries under the R&W Policy.

In the event the Transaction Consideration includes Class A Shares, at Closing Magellan Parent and EVH, Inc. will enter into (a) a registration rights agreement granting Magellan Parent certain registration rights with respect to the Class A Shares received by Magellan Parent and (b) a lock-up agreement, which, subject to certain exceptions, prohibits the Magellan Entities from selling any Class A Shares received for a 15 month period following the Closing; provided, that the Magellan Entities will be permitted to sell one-third of such Class A Shares following the

nine month anniversary of the Closing and an additional one-third of such Class A Shares following the 12 month anniversary of the Closing.

Debt Commitment Letter

In connection with its entry into the Purchase Agreement, EVH LLC entered into a debt financing commitment letter (the “Debt Commitment Letter”) with Ares Capital Management LLC (“Ares”) and Ares Capital Corporation (“Ares Capital”), pursuant to which Ares has committed to (a) provide EVH LLC with secured debt financing in the form of (i) additional commitments under EVH LLC’s existing asset-based revolving credit facility in an aggregate principal amount equal to $25.0 million (the “Priority ABL Incremental Facility”), and (ii) additional commitments under EVH LLC’s existing term loan facility in an aggregate principal amount equal to $240.0 million (the “Initial Term Loan Incremental Facility” and together with the Priority ABL Incremental Facility, the “Acquisition Facilities”) and (b) effect certain amendments to the Credit Agreement (the “Existing Credit Agreement”), by and among, inter alios, the borrowers, EVH LLC , Ares and ACF Finco I, dated as of August 1, 2022 pursuant to an amendment thereto (“Amendment No. 1”; the Existing Credit Agreement, as amended by Amendment No. 1, the “Credit Agreement”). The Debt Commitment Letter provides that the proceeds of borrowings under the Acquisition Facilities will be used to fund the Transaction Consideration.

The Debt Commitment Letter provides that loans under the Acquisition Facilities and the Credit Agreement will mature on the date that is the earliest of (a) the sixth anniversary of the effective date of Amendment No. 1 (the “Amendment No. 1 Effective Date”), (b) the date on which the commitments are voluntarily terminated pursuant to the terms of the Credit Agreement, (c) the date on which all amounts outstanding under the Credit Agreement have been declared or have automatically become due and payable under the terms of the Credit Agreement and (d) the date that is ninety-one (91) days prior to the maturity date of any Junior Debt (as defined in the Existing Credit Agreement) unless certain liquidity conditions are satisfied.

The Debt Commitment Letter provides that the interest rate for each loan under the Acquisition Facilities will be calculated, at the option of the Borrowers (as defined in the Existing Credit Agreement), (a) in the case of the Initial Term Loan Incremental Facility, at either the adjusted term SOFR rate plus 6.00%, or the base rate plus 5.00% and (b) in the case of the Priority ABL Incremental Facility, at either the adjusted term SOFR rate plus 4.00%, or the base rate plus 3.00%.

The Credit Agreement will be subject to the same security and guarantee arrangements and contain the same affirmative and negative covenants, mandatory prepayment provisions and events of default as the Existing Credit Agreement, in each case, subject to certain modifications to be agreed by the parties thereto.

The commitment to provide the Acquisition Facilities and effect the changes to the Existing Credit Agreement contemplated by Amendment No. 1 under the Debt Commitment Letter is subject to the issuance by EVH, Inc. of the convertible preferred stock pursuant to the Preferred Stock Commitment Letter described below and to other closing conditions as agreed by the parties to the Debt Commitment Letter, including the consummation of the Acquisition in all material respects in accordance with the Purchase Agreement.

Preferred Stock Commitment Letter

In connection with its entry into the Purchase Agreement, EVH, Inc. entered into a preferred stock financing commitment letter (the “Preferred Stock Commitment Letter”) with Ares pursuant to which Ares (through one or more of its funds and managed accounts) has committed to purchase from EVH, Inc. an aggregate $175 million initial liquidation preference of a newly issued, perpetual series of EVH, Inc.’s convertible preferred stock (the “convertible preferred stock”). The purchase price of the convertible preferred stock will be equal to 96% of its initial liquidation preference. The Preferred Stock Commitment Letter provides that the proceeds from the sale of the convertible preferred stock will be used to fund the Transaction Consideration.

The convertible preferred stock will rank senior with respect to dividend and liquidation rights to the Class A Shares and all future series of the EVH, Inc.’s preferred stock. Each share of convertible preferred stock will have an initial liquidation preference of $1,000 per share. This initial liquidation preference will increase on the last day of each calendar quarter by the amount of any accrued and unpaid dividends that are not permitted to be paid in cash on the relevant dividend payment date.

Dividends on the convertible preferred stock will be paid quarterly in cash in arrears. Dividends on the convertible preferred stock will accrue at a rate per annum equal to Adjusted Term SOFR (as defined below) plus 6.00%. For this purpose, “Adjusted Term SOFR” means a rate per annum equal to 0.15% plus, as of any date of determination, the forward-looking term rate based on SOFR for a tenor of 90 days calculated on the day (the “Periodic Term SOFR Determination Date”) that is two business days prior to the first day of the applicable calendar quarter, as published by the CME Group Benchmark Administration Limited (the “CBA”) (or a successor administrator selected pursuant to the terms of the convertible preferred stock); provided that under no circumstances will Adjusted Term SOFR be determined to be less than 1.00% per annum. The Periodic Term SOFR Determination Date may be adjusted in certain circumstances. Holders of convertible preferred stock are also entitled to participate in and receive any dividends declared or paid on the Class A Shares on an as-converted basis. The dividend rate will increase by 2.0% per annum upon the occurrence and during the continuance of certain triggering events, including a breach of the protective covenants described below or a breach of EVH, Inc.’s payment obligations regarding regularly scheduled cash dividends or upon a required redemption event.

Each holder of convertible preferred stock will have the right, at its option, to convert its shares of convertible preferred stock into Class A Shares at an initial conversion price per share of $40.00 of current liquidation preference per share, subject to customary anti-dilution adjustments.

Holders of convertible preferred stock will not be entitled to vote on any matters, except as required by law and for certain consent rights. The consent of holders of a majority of the convertible preferred stock will be required to effect (i) any amendment to EVH, Inc.’s governing documents that would adversely affect the rights, preferences or privileges of the convertible preferred stock, (ii) any issuance of any (a) additional shares of convertible preferred stock and (b) new class or series of equity securities senior to or pari passu with the convertible

preferred stock, (iii) any de-listing of the Class A Shares, (iv) the commencement of any bankruptcy or insolvency proceeding or (v) any amendment or waiver of any of the protective covenants described below. Amendments to certain to be agreed provisions of the convertible preferred stock will require the consent of all holders of the convertible preferred stock.

EVH, Inc. may not redeem the convertible preferred stock at its option prior to the second anniversary of the Closing Date. At any time on or after the second anniversary of the Closing Date, EVH Inc. will have the right to redeem for cash any or all of the convertible preferred stock at a redemption price per share equal to the value of the Class A Shares issuable upon conversion of the then-current liquidation preference of such share of convertible preferred stock, assuming that the Class A Shares have a value of $66.00 per share on an as-converted basis, subject to customary anti-dilution adjustments, plus all accrued and unpaid dividends on the convertible preferred stock being redeemed.

If not earlier redeemed, at any time on or after the seventh anniversary of the Closing Date, at the request of the holders of a majority of the convertible preferred stock, EVH, Inc. will redeem all shares of convertible preferred stock then outstanding for cash at a price per share equal to 150.00% of the then-current liquidation preference per share of convertible preferred stock plus all accrued and unpaid dividends on the convertible preferred stock being redeemed.

Upon the occurrence of a refinancing or replacement of the entirety of the indebtedness under the Existing Credit Agreement prior to its maturity that is provided solely by lenders who are not affiliates or approved funds of Ares, EVH, Inc. will be required to redeem all shares of convertible preferred stock then outstanding for cash at a price per share equal to the value of the Class A Shares issuable upon conversion of the then-current liquidation preference of such share of convertible preferred stock, assuming that the Class A Shares have a value of $66.00 per share on an as-converted basis, subject to customary anti-dilution adjustments, plus all accrued and unpaid dividends on the convertible preferred stock being redeemed, plus, solely in the event such refinancing or replacement is consummated prior to the second anniversary of the Closing Date, the aggregate amount of dividends per share which would have otherwise been payable on the convertible preferred stock from the date of redemption until the second anniversary of the Closing Date.

If EVH, Inc. undergoes a change of control (as defined in the Existing Credit Agreement), EVH, Inc. will be required to redeem all shares of convertible preferred stock then outstanding for cash at a price per share equal to the greater of (x) 150.00% of the then-current liquidation preference per share of the convertible preferred stock, if such redemption occurs prior to the second anniversary of the Closing Date, and 135.00% of the then-current liquidation preference per share of the convertible preferred stock, if such redemption occurs on or after the second anniversary of the Closing Date, and (y) the value of the common shares issuable upon conversion of a share of convertible preferred stock, which value shall be determined based on the value attributed to the common shares in connection with such change of control.

The convertible preferred stock will contain certain protective covenants (including an anti-layering covenant providing that the company may not incur additional indebtedness for borrowed money other than indebtedness that is pari passu in right of payment and security with the Existing Credit Agreement or that is in the form of senior unsecured convertible notes that are pari in right of payment with EVH, Inc.’s Convertible Senior Notes (as defined in the

Existing Credit Agreement)) prohibiting EVH, Inc. and its subsidiaries from (i) incurring Funded Debt (as defined in the Existing Credit Agreement) (and including, preferred stock and disqualified stock) that would cause the pro forma total net leverage ratio to exceed a turn outside of the pro forma total net leverage ratio on the Closing Date (after giving effect to the Transactions), (ii) making restricted payments (subject to carveouts based on the Existing Credit Agreement (subject where applicable to a 20% cushion)), (iii) issuing (a) additional shares of preferred stock or (b) new class or series of equity securities senior to or pari passu with the convertible preferred stock, and (iv) creating additional holdings companies between EVH, Inc. and EVH LLC.

The commitment to provide the convertible preferred stock is subject to customary closing conditions for financings of this type, including consummation of the Acquisition in all material respects in accordance with the Purchase Agreement.

Item 3.02. Unregistered Sales of Equity Securities.

The information set forth in Item 1.01 above with respect to the issuance of Class A Shares as part of the Transaction Consideration and Earnout Consideration and upon conversion of the convertible preferred stock is incorporated into this Item 3.02 by reference.

The issuance and sale of Class A Shares to Magellan Parent will be exempt from registration under the Securities Act by Section 4(a)(2) thereof as a transaction not involving any public offering. The Evolent Entities have not engaged in general solicitation or advertising with regard to the issuance and sale of the Class A Shares that will be issued in connection with the Purchase.

The issuance and sale of convertible preferred stock and the Class A Shares issuable upon conversion of the convertible preferred stock will be exempt from registration under the Securities Act by Section 4(a)(2) thereof as a transaction not involving any public offering. The Evolent Entities have not engaged in general solicitation or advertising with regard to the issuance and sale of such convertible preferred stock or Class A Shares.

Item 7.01 Regulation FD Disclosure

On November 17, 2022, EVH, Inc. issued a press release announcing the execution of the Purchase Agreement and posted investor presentation materials discussing the matters set forth in Item 1.01 and Item 7.01 to this Form 8-K on the investor relations section of the EVH, Inc. website. A copy of the investor presentation, which is furnished herewith as Exhibit 99.1, and the press release, which is furnished herewith as Exhibit 99.2, are incorporated herein by reference.

The information, including Exhibits 99.1 and 99.2 hereto, furnished under this Item 7.01 shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject EVH, Inc. or any other person to liability under that Section, and shall not be incorporated by reference into any registration statement or other document pursuant to the Securities Act or the Exchange Act, except as otherwise expressly stated in such filing.

Forward-Looking Statements

This Current Report on Form 8-K contains certain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, as amended (the “PSLRA”), including, but not limited to, statements regarding the consummation of the transactions contemplated by the Purchase Agreement, including the Acquisition and the receipt of the debt financing and the issuance of the convertible preferred stock, and the expected Closing thereof. The Evolent Entities claim the protection afforded by the safe harbor for forward-looking statements provided by the PSLRA. Actual events or results may differ materially from those contained in these forward-looking statements. The factors that could cause future events or results to vary from the forward-looking statements contained herein include, without limitation, risks and uncertainties related to the possibility that the Closing may be delayed or may not occur and the risk that litigation or other matters could affect the Closing. In addition, please refer to the periodic reports that EVH, Inc. has filed with the Securities and Exchange Commission, including its Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K and the risk factors noted therein. Such periodic filings by EVH, Inc. identify and address other important factors that could cause future events or results to vary from the forward-looking statements set forth in this Current Report on Form 8-K. In addition, the Evolent Entities disclaim any obligation to update any forward-looking statements contained herein to reflect events or circumstances that occur after the date hereof.

This Current Report on Form 8-K does not constitute an offer to sell, or a solicitation of an offer to buy, any security.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.


Exhibit No.						Description
99.1						Investor Presentation, dated November 17, 2022.
99.2						Press Release of Evolent Health, Inc., dated November 17, 2022.
104						The cover page from this Current Report on Form 8-K, formatted as Inline XBRL

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.



	EVOLENT HEALTH, INC.

Date: November 17, 2022	By:	/s/ Jonathan D. Weinberg
	Name:	Jonathan D. Weinberg
	Title:	General Counsel and Secretary

1 Acquisition of NIA and Partnership with Centene November 17, 2022 Exhibit 99.1

2 Safe Harbor Statement Certain statements, including but not limited to estimates of Adjusted EBITDA, earnings growth, expected cost synergies and net leverage ratios, made in this presentation and in other written or oral statements made by us or on our behalf 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: “believe,” “anticipate,” “expect,” “estimate,” “aim,” “predict,” “potential,” “continue,” “plan,” “project,” “will,” “should,” “shall,” “may,” “might” 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 our guidance and business outlook and future performance, leverage or financial results, including of NIA, and our strategy. 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. Risks and uncertainties that may cause actual results to vary materially, some of which are described within the forward-looking statements, include, among others: risks and uncertainties related to the possibility that the closing of the NIA transaction may be delayed or may not occur, and the risk that litigation or other matters could affect the closing, the significant portion of revenue we derive from our largest partners, and the potential loss, non-renewal, termination or renegotiation of our relationship or contract with any significant partner, or multiple partners in the aggregate; evolution in the market for value- based care; uncertainty in the health care regulatory framework, including the potential impact of policy changes; our ability to offer new and innovative products and services; risks related to completed and future acquisitions, investments, alliances and joint ventures, divert management resources, or result in unanticipated costs or dilute our stockholders; the financial benefits we expect to receive as a result of the sale of certain assets of Passport may not be realized; the growth and success of our partners, which is difficult to predict and is subject to factors outside of our control, including governmental funding reductions and other policy changes, enrollment numbers for our partners’ plans, premium pricing reductions, selection bias in at-risk membership and the ability to control and, if necessary, reduce health care costs; risks relating to our ability to maintain profitability for our total cost of care and New Century Health’s performance-based contracts and products, including capitation and risk-bearing contracts; our ability to effectively manage our growth and maintain an efficient cost structure, and to successfully implement cost cutting measures; changes in general economic conditions nationally and regionally in our markets, including inflation and economic and business conditions and the impact thereof on the economy resulting from the COVID-19 pandemic and other public health emergencies our ability to recover the significant upfront costs in our partner relationships; our ability to attract new partners and successfully capture new growth opportunities; the increasing number of risk-sharing arrangements we enter into with our partners; our ability to estimate the size of our target markets; our ability to maintain and enhance our reputation and brand recognition; consolidation in the health care industry; competition which could limit our ability to maintain or expand market share within our industry; risks related to governmental payer audits and actions, including whistleblower claims; our ability to partner with providers due to exclusivity provisions in our contracts; risks related to our offshore operations; our ability to contain health care costs, implement increases in premium rates on a timely basis, maintain adequate reserves for policy benefits or maintain cost effective provider agreements; our dependency on our key personnel, and our ability to attract, hire, integrate and retain key personnel; the impact of additional goodwill and intangible asset impairments on our results of operations; our indebtedness, our ability to service our indebtedness, and our ability to obtain additional financing; our ability to achieve profitability in the future; the impact of litigation, including the ongoing class action lawsuit; material weaknesses in the future may impact our ability to conclude that our internal control over financial reporting is not effective and we may be unable to produce timely and accurate financial statements; restrictions and penalties as a result of privacy and data protection laws; data loss or corruption due to failures or errors in our systems and service disruptions at our data centers; restrictions and penalties as a result of privacy and data protection laws; adequate protection of our intellectual property, including trademarks; any alleged infringement, misappropriation or violation of third- party proprietary rights; our use of “open source” software; our ability to protect the confidentiality of our trade secrets, know-how and other proprietary information; our reliance on third parties and licensed technologies; our ability to use, disclose, de-identify or license data and to integrate third-party technologies; our reliance on Internet infrastructure, bandwidth providers, data center providers, other third parties and our own systems for providing services to our partners; our reliance on third-party vendors to host and maintain our technology platform; our obligations to make payments to certain of our pre-IPO investors for certain tax benefits we may claim in the future; our ability to utilize benefits under the tax receivables agreement described herein; our obligations to make payments under the tax receivables agreement that may be accelerated or may exceed the tax benefits we realize; the terms of agreements between us and certain of our pre-IPO investors; the conditional conversion features of the 2024 and 2025 convertible notes, which, if triggered, could require us to settle the 2024 or 2025 convertible notes in cash; the potential volatility of our Class A common stock price; the potential decline of our Class A common stock price if a substantial number of shares are sold or become available for sale; provisions in our second amended and restated certificate of incorporation and third amended and restated by- laws and provisions of Delaware law that discourage or prevent strategic transactions, including a takeover of us; the ability of certain of our investors to compete with us without restrictions; provisions in our second amended and restated certificate of incorporation which could limit our stockholders’ ability to obtain a favorable judicial forum for disputes with us or our directors, officers or employees; and our intention not to pay cash dividends on our Class A common stock. The risks included here are not exhaustive. Although we believe the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, level of activity, performance or achievements. Our Annual Report on Form 10-K for the year ended December 31, 2021 (the "2021 Form 10-K") and other documents filed with the SEC include additional factors that could affect our businesses and financial performance. Moreover, we operate in a rapidly changing and competitive environment. New risk factors emerge from time to time, and it is not possible for management to predict all such risk factors. Further, it is not possible to assess the effect of all risk factors on our businesses or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements. Given these risks and uncertainties, investors should not place undue reliance on forward-looking statements as a prediction of actual results. In addition, we disclaim any obligation to update any forward-looking statements to reflect events or circumstances that occur after the date of this presentation. This presentation is for informational purposes only and does not constitute an offer to sell or a solicitation of an offer to purchase any securities of any nature whatsoever, and it may not be relied upon in connection with the purchase of securities. The contents of this presentation do not constitute legal, tax or business advice. Anyone reading this presentation should seek advice based on their circumstances from independent legal, tax and business advisors.

3 Overview of Today’s Announcements • Attractive Strategic Fit. NIA, to be acquired from Centene Corporation (NYSE: CNC), is a unique scaled asset that offers complementary specialty management products to improve service and quality to health plan customers and their members • Strengthens Evolent Health Financial Profile. Expected to add $50M of Adjusted EBITDA1 before synergies, with high visibility to $85M after identified synergies and rollout of contracted new business; transaction immediately accretive to free cash flow per share before synergies • Compelling Valuation. Initial purchase price of $650M is 13.0-times stand-alone Adjusted EBITDA1; after synergies, contracted new business, and up to $150M in contingent consideration, total value of 9.4-times pro forma Adjusted EBITDA1 • Accretive Financing and a Strong Balance Sheet. $650M in upfront consideration consisting of $400M in cash and $250M in EVH stock issued at $29.50, a 24% premium to the close price on 11/16/22. Prioritizing capital allocation to debt paydown, with clear path to de-leveraging to under 2.0x • Anticipated close in 1H 2023 subject to customary closing conditions Transaction is Accretive, Diversifies Revenue Base, Enhances The Evolent Specialty Platform, Maintains a Strong Balance Sheet and Expands The Cross-Sell Opportunity From $16B to over $50B2 Multi-specialty partnership across all lines of business • Further solidifies partnership with a major payer, extending all commercial agreements through 2027 • Includes contracted new business expansions for NIA services, expected to contribute $20M+ in Adjusted EBITDA1 on a run-rate basis • Strong foundation for continued partnership expansion Acquisition of NIA Centene Strategic Partnership 1. $50M represents NIA 2023 expected Adjusted EBITDA. $85M represents Q4 2024 run-rate including estimated cost synergies and contracted CNC/NIA expansion. Adjusted EBITDA is a non-GAAP measure, see “Non-GAAP Financial Measures” for definition. 2. Evolent Health internal estimates based on Evolent and NIA specialties and total membership of existing clients.

4 Strategic Rationale Accelerates Value-Based Specialty Care Leadership1 Financially Attractive and Immediately Accretive Transaction2 Builds on Evolent’s Strong Foundation3

5 $49 $70 $110 $161 $245 Q4 18 Q4 19 Q4 20 Q4 21 Q3 22 Acquisition Builds on Proven Growth Engine Y/Y Organic Growth Rate 43% 57% 42% 39%2 Clinical Solutions share of YTD 2022 revenue: 68% Selected Customers Clinical Solutions Revenue ($ in MM, excludes revenue from divested assets1) 1 1. Non-GAAP measure, see “Non-GAAP Financial Measures” for definition. Q4 2018, Q4 2019, Q4 2020 and Q4 2021 Clinical Solutions revenue was $48.8M, $102.2M, $146.6M and $161.1M, respectively. 2. Compares Q3 22 to Q4 21.

6 NIA Provides Highly Complementary Services on a National Scale Business Model Specialty benefit management organization focused on complex, high-cost populations and high-cost categories Analogous to NCH Technology & Services Suite, with comparable EBITDA1 contribution margins (50%+ at maturity) 25+ years ~30M lives in specialty benefit management distinct members under management 20+ partners diverse nationwide footprint Oncology Cardio MSK Surgery (IPG) Physical Medicine MSK UM Complementary to Evolent Radiology Genetic Testing End of Life “We would love to be able to use one vendor for all specialties and have had to say no to niche vendors because it’s another portal that the provider must go through.” NIA at a Glance Large BCBS Plan 1 Overview Manages the clinical appropriateness of tests, procedures and care that are prone to overuse and variation in cost and quality 1. Non-GAAP measure, see “Non-GAAP Financial Measures” for definition.

7 $50 $15 $20 $85 2023E NIA Adjusted EBITDA Estimated Cost Synergies Contracted CNC/NIA Expansion Synergized Run-rate Adjusted EBITDA CNC Strategic Expansion Attractive Financial Transaction and Centene Partnership Expansion Expected Adjusted EBITDA1 ($ in MM) 2A • Attractive Valuation: 13.0-times current estimated Adjusted EBITDA1; 9.4-times after high visibility synergies • Accretive Immediately: Transaction accretive to expected Adjusted EBITDA1 margins and free cash flow • Compelling Synergy Opportunity: $15M of expected hard cost synergies, further enhanced by revenue synergies and continued organic growth Transaction Run-Rate Adjusted EBITDA1 for Acquisition Expected By Q4 2024 Organic Growth and Cross-Sell 2B 2C 2 1. Non-GAAP measure, see “Non-GAAP Financial Measures” for definition.

8 Significant Near / Medium Term Cost Synergies Service Automation and Optimization Platform Integration SG&A Streamlining and Global Operations $15M+ Run- Rate Cost Savings Impact Anticipated By Q4 2024 ✓Capturing benefits of combining overhead ✓ Leveraging scaled Evolent operations in India and Philippines ✓Deploying Evolent’s expertise in robotic process automation and AI/ML ✓Enhancing combined service operations ✓Eliminate duplicative maintenance and infrastructure costs ✓Delivering best-in-class integrated service to customers Relative Contribution to $15M $$$ $$ $ 2A

9 Oncology Cardiology MSK Surgical End of Life Radiology MSK UM Physical Medicine Genetic Testing Fully-Contracted NIA Expansion Driving $20M of Expected Incremental Adj. EBITDA1 With Centene, With Significant Additional Opportunity Ahead2B Existing Business Expanded Commitments Future Opportunity Tech & Services Performance Suite New CNC/NIA contracts expected to generate $20M of new Adjusted EBITDA1 by Q4 2024 • At closing, existing expanded contracts signed with consistent term through 2027 • Opportunity exists via expanding technology & services offerings and through the performance suite Building on Strong Foundation Centene Relationship by Product 1. Non-GAAP measure, see “Non-GAAP Financial Measures” for definition. “Magellan Specialty Health has been a trusted partner of Centene and its health plans for more than a decade. By combining Magellan Specialty Health with Evolent, which is also a trusted strategic partner, Centene will have access to a broad and integrated portfolio of value-based specialty solutions across Centene’s geographies and lines of business.” Sarah London, Centene CEO

10 Significant Diversification, Cross-Sell Unlocked by Combination Significant Cross-Sell Opportunity… …Driving Large Revenue Synergy Opportunity Annual revenue opportunity from cross-sell Total Specialty TAM2 = $150B+ $50B Evolent + NIA Cross-Sell Opportunity1 $16B – top NCH Opportunities1 $1.5B – Pro Forma Revenue 2C Note: Evolent Health and NIA provide different complimentary services to Maryland Physicians Care. 1. Evolent Health internal estimates based on Evolent and NIA specialties and total membership of existing clients. 2. Evolent Health internal estimates based on Evolent and NIA specialties and total national health plan membership.

11 • Acquisition of stock and related assets of NIA from Centene • $650M of upfront consideration comprising $400M in cash and $250M of newly issued Evolent equity at a $29.50 reference price, a 24% premium to the close price on 11/16/22 o Stock issuance subject to lock-up and other provisions • $150M of contingent consideration payable in Q1 2024 based on reaching performance milestones during 2023 o Earnout payable in cash and up to 50% Evolent equity at Evolent’s option • Cash component of consideration to be funded through cash on the balance sheet and a committed financing package from Ares Capital, consisting of: o Upsizing existing first-lien credit facility by up to $265M; cash interest at S+600 o Issuance of $175M in convertible perpetual preferred equity with an initial conversion price of $40.00, a 68% premium to the close price on 11/16/22; cash dividend at S+600 • Acquisition will be integrated into Evolent’s Clinical Solutions segment Transaction Structure 110M Shares 4.3M Shares $197M $490M Common Equity Sr. Debt Preferred Equity Convertible Notes Capital Structure (Pro Forma)

12 Deal Close 12/31/2023 12/31/2024 Plan to Efficiently De-Lever Post Close Capital Allocation Priorities Enhancing Core Business through Product Investment • Ensuring that our products and teams are world-class, enabling strong customer satisfaction, retention, growth and profitability • Continued strong annual R&D investment Disciplined Core Accelerating M&A • Disciplined use of M&A capital to accelerate growth and profitability in the core business • Focus on accretive M&A Efficient Capital Structure • Maintain a flexible net leverage level that minimizes volatility to rates while prudently managing cash interest, maturity timing, etc. Prioritize debt paydown post close 3.7x <3.0x <2.0x Net Senior Secured DebtConvertible Notes Pro Forma Net Leverage Ratio Targets1 Cash flow provides path to de-leveraging 2.5x <2.1x <1.2x 1. Non-GAAP measure. Target leverage ratios calculated as total debt less cash divided by trailing twelve month Adjusted EBITDA. Total debt excludes $24M of in-the-money 2024 convertible notes (conversion price of $18.23).

13 Building On A Strong Foundation: Near-Term Outlook Updates • Evolent 2023 Revenue Growth expected to exceed 25% before impact of NIA1 • Anticipate continued Adjusted EBITDA2 margin expansion in 2023 vs. YTD 2022 results (before accretive impact of NIA) • Evolent + NIA expected to generate cash flow in excess of $120M in 2023 before interest expense3 1. Represents 20%+ organic growth plus a full year of the IPG acquisition. 2. Non-GAAP measure, see “Non-GAAP Financial Measures” for definition. 3. Non-GAAP measure, excludes any payment of Vital/IPG earnouts and typical transaction expenses; assumes a Q1 2023 transaction close.

14 Why Evolent Health? Investment Considerations Execution Drives Shareholder Value Efficient Capital Allocation Strong and Expanding Margins Compelling Long-Term Organic Growth Commitment to Shareholder Value

15 Confidential – Do Not Distribute Appendix

16 Non-GAAP Financial Measures In addition to disclosing financial results that are determined in accordance with GAAP, we present and discuss certain non-GAAP financial measures, as supplemental measures to help investors evaluate our fundamental operational performance. Adjusted EBITDA is defined as net income (loss) attributable to NIA before interest income, interest expense, provision (benefit) for income taxes, depreciation and amortization expenses, adjusted to exclude gain on transfer of membership, loss on extinguishment/repayment of debt, net, gain from equity method investees, changes in fair value of contingent consideration, change in the tax receivable agreement liability, other income (expense), net, repositioning costs, stock- based compensation expense, severance costs, amortization of contract cost assets, strategy and shareholder advisory services, acquisition-related costs and gain (loss) from discontinued operations. We do not attempt to provide a reconciliation of Adjusted EBITDA for NIA to the most directly comparable GAAP measure of net income for NIA as certain elements of the Adjusted EBITDA cannot be precisely calculated without unreasonable effort or expense and the significance of these elements are indeterminable at this time. Forecasting the timing or amount of items that have not yet occurred and are out of our control is inherently uncertain and unavailable without unreasonable effort or expense. Revenue Excluding Divested Assets is defined as the sum of revenue less revenue from our divested health plan assets, specifically Passport. Management uses Revenue Excluding Divested Assets as a supplemental performance measure because it reflects our on-going operational results. The measure is useful to investors because it reflects the full view of our operational performance in line with how we generate our long-term forecasts. ($ in millions) Q4 2018 Q4 2019 Q4 2020 Q4 2021 Clinical solutions revenue $48.8 $102.2 $146.6 $161.1 Less: Divested assets - 32.3 36.8 0.0 Clinical revenue excluding divested assets $48.8 $69.9 $109.8 $159.1

Exhibit 99.2

EVOLENT HEALTH ANNOUNCES ACQUISITION OF SPECIALTY ASSET NIA AND STRATEGIC PARTNERSHIP WITH CENTENE

–Accelerates Evolent Health's Value-Based Specialty Care Market Leadership

–Transaction Anticipated to be Immediately Accretive to Adjusted EBITDA Margins and Cash Flow

–Highly Complementary Business Expected to Add $85 Million of High-Visibility Adjusted EBITDA by 2024; Maintains Strong Balance Sheet

–Diversifies Evolent’s Revenue Base and Increases Cross-Sell Opportunity from $16 Billion to $50 Billion

–Expands Centene Customer Relationship with New NIA Contract Expansions and is Expected to Accelerate Pace of Remaining Evolent Cross-Sell Opportunity with Centene

WASHINGTON, November 17, 2022 /PRNewswire/ -- Evolent Health, Inc. ("Evolent" or "the Company") (NYSE: EVH) today announced that it has entered into a definitive agreement to acquire NIA (also known as Magellan Specialty Health), the specialty benefit management organization owned by Centene Corporation (NYSE: CNC) that focuses on managing cost and quality in the areas of radiology, musculoskeletal, physical medicine, and genetics.

NIA has revenues of approximately $250 million and stand-alone Adjusted EBITDA of approximately $50 million. Contracted service expansions from Centene combined with identified cost synergies are expected to increase run-rate Adjusted EBITDA to $85 million and be fully realized by the fourth quarter of 2024. Consideration for the acquisition includes $650 million at close plus additional contingent consideration of up to $150 million based on 2023 performance. The upfront consideration will be funded in part by $250 million in Evolent equity issued to the sellers at a price of $29.50, a 24% premium to the prior day’s closing price, subject to lock-up provisions. Upon close, the NIA team and platform will be fully integrated into Evolent’s value-based specialty care business, which includes New Century Health, Vital Decisions and IPG.

In addition to the NIA acquisition, Evolent and Centene are expanding Centene’s relationship with NIA and extending NIA’s contracts with Centene through 2027. We believe these expansions will generate at least $20 million of Adjusted EBITDA by the fourth quarter of 2024.

Seth Blackley, Chief Executive Officer of Evolent, stated, “Today’s announcement represents another step forward in Evolent’s journey to become a national leader in value-based specialty care, and we believe it will also improve our financial profile, customer diversification and scale. I am also excited to significantly expand our strategic partnership with Centene, and I look forward to the opportunity to further grow our relationship in the time ahead.”

Mr. Blackley continued, “These transactions should elevate our visibility with payers and create a more comprehensive specialty solution that should position us as the go-to value-based

specialty partner for any health plan in the country. After the closing of the transaction, we believe we will have a $50 billion cross-sell opportunity inside our existing customer footprint, up from $16 billion today. Finally, this acquisition brings complementary assets to a core Evolent business that is performing well, including strong revenue and margin growth heading into 2023. We believe this announcement aligns with our core operating priorities of revenue growth, margin expansion and disciplined capital allocation, all for the benefit of our shareholders.”

John Johnson, Chief Financial Officer of Evolent, stated, “We believe the NIA acquisition is financially attractive and is expected to immediately enhance our Adjusted EBITDA margin and cash flow profile. Further, with highly visible free cash flow generation in 2023 and beyond, the transaction maintains our strong balance sheet from day one, while enabling us to quickly de-lever in the next 18 months.”

Dan McCarthy, President of Evolent, added, “With the successful integration of past specialty acquisitions and the accelerating growth in our existing business, we believe we can integrate the NIA asset into our platform and add new revenue and Adjusted EBITDA with the benefit of the NIA solutions, team and customer base. Our experience in the value-based specialty market informs us that many current and prospective payer partners are looking for more breadth and integration across specialties, and I believe this acquisition sets us up to meet that need.”

Sarah London, Chief Executive Officer of Centene, commented, “Magellan Specialty Health has been a trusted partner of Centene and its health plans for more than a decade. By combining Magellan Specialty Health with Evolent, which is also a trusted strategic partner, Centene will have access to a broad and integrated portfolio of value-based specialty solutions across more of Centene’s geographies and lines of business.”

STRATEGIC RATIONALE

Accelerates Market Leadership in Value-Based Specialty Care

•Builds on the proven Evolent Health Clinical Solutions growth engine as a leading independent provider of value-based specialty care, improving quality and lowering health care costs.

•Adds highly complementary capabilities in radiology, musculoskeletal, physical medicine and genetic testing that should unlock revenue synergy opportunities.

Financially Attractive and Immediately Accretive Transaction

•Expect the transaction to be immediately accretive to Adjusted EBITDA margins and cash flow.

•Expect $85 million of run-rate Adjusted EBITDA by the end of 2024, based on 2023 estimated current base of $50 million, plus $15 million in identified cost synergies, plus $20 million from full rollout of contracted NIA expansion with Centene.

•Attractive upfront valuation of 13.0-times NIA’s current Adjusted EBITDA.

•Attractive total valuation, including payment of the full earn out, of 9.4-times the run-rate Adjusted EBITDA.

Centene Customer Relationship Expansion and Future Acceleration

•New extensions to existing NIA contracts signed in connection with the transaction driving $20 million of expected incremental 2024 Adjusted EBITDA.

•Broad opportunities to further expand the Centene partnership.

TRANSACTION DETAILS AND OUTLOOK

Acquisition of NIA

•Evolent will acquire NIA from Centene for $650 million of upfront consideration, comprising $400 million in cash and $250 million of newly issued Evolent equity based on an issuance price of $29.50, representing a 24% premium to the close price on 11/16/2022. Up to $150 million of contingent consideration is payable in Q1 2024 based on NIA performance during 2023, delivered in cash and up to 50% Evolent equity at Evolent’s discretion.

•NIA standalone financials for 2023 are expected to be:

◦Revenue of $250 million

◦Adjusted EBITDA of $50 million

◦Adjusted EBITDA margin of 20%

•Annual adjusted net revenue growth for NIA is expected to meet or exceed Evolent’s long-term growth target.

•The Company expects to fund $400 million of the purchase price in cash through a combination of cash on the balance sheet and a fully committed financing package from funds managed by Ares Management.

•At closing, the Company is targeting a senior net leverage ratio of 2.5-times and a total net leverage ratio of approximately 3.7-times the pro forma trailing 12 months Adjusted EBITDA. The Company plans to prioritize debt paydown in future capital allocation, targeting a senior net leverage ratio of under 1.2-times and total net leverage ratio of under 2.0-times in 2024.

2023 Business Outlook Update

In tandem with the announcement of the planned acquisition of NIA as well as the anticipated growth in Evolent’s partnership with Centene, the Company is providing an initial view on its growth prospects for 2023.

•Evolent anticipates 2023 reported revenue growth to exceed 25% before any impact from NIA, equating to organic growth of 20%+ and the contribution of seven months of incremental revenue from the IPG acquisition, completed in August.

•Evolent anticipates continued expansion in Adjusted EBITDA margin in 2023 vs. YTD 2022 result, before accretive impact from NIA.

•The company expects 2023 cash generation (excluding funded earnouts and typical transaction expenses) to exceed $120 million before interest expense, providing strong coverage on near-term debt service.

Goldman Sachs is serving as financial advisor to Evolent, and Bass Berry & Sims PLC and King & Spalding LLP are serving as its legal counsel. PJT Partners is also serving as an advisor to Evolent. J.P. Morgan Securities LLC is serving as financial advisor to Centene, and Skadden, Arps, Slate, Meagher & Flom LLP is serving as its legal counsel.

The transaction is subject to U.S. federal antitrust clearance and satisfaction of other customary closing conditions and is expected to close in the first half of 2023.

Teleconference and Webcast

Management will host a conference call to discuss the acquisition on Thursday, November 17, 2022 at 5:00 p.m. Eastern Time.

A live link to the webcast of the call as well a presentation to accompany the call are available at the following location: http://ir.evolenthealth.com/event-calendar/default.aspx

Shareholders and interested participants may also listen to a live broadcast of a conference call hosted by management. To participate, please dial 855-940-9467 or 412-317-6034 for international callers and referencing the "Evolent Health call" 15 minutes prior to the call (Confirmation number 10173552). An audio playback of the conference call will be available on Evolent's investor relations website, ir.evolenthealth.com, for 90 days after the call.

About Evolent Health

Evolent Health (NYSE: EVH) delivers proven clinical and administrative solutions that improve whole-person health while making health care simpler and more affordable. Our solutions encompass total cost of care management, specialty care management, and administrative simplification. Evolent serves a national base of leading payers and providers, is the first company to receive the National Committee for Quality Assurance's Population Health Program Accreditation and is consistently recognized as a top place to work in health care nationally. Learn more about how Evolent is changing the way health care is delivered by visiting evolenthealth.com

About Centene

Centene Corporation, a Fortune 500 company, is a leading health care enterprise that is committed to helping people live healthier lives. Centene takes a local approach—with local brands and local teams—to provide fully integrated, high-quality, and cost-effective services to government-sponsored and commercial health care programs, focusing on under-insured and uninsured individuals. Centene offers affordable and high-quality products to nearly 1 in 15 individuals across the nation, including Medicaid and Medicare members (including Medicare Prescription Drug Plans) as well as individuals and families served by the Health Insurance Marketplace, the TRICARE program and individuals in correctional facilities. Centene also serves several international markets, and contracts with other health care and commercial organizations to provide a variety of specialty services focused on treating the whole person. Centene focuses on long-term growth and value creation as well as the development of its people, systems and capabilities so that it can better serve its members, providers, local communities and government partners.

Centene uses its investor relations website to publish important information about Centene, including information that may be deemed material to investors. Financial and other information about Centene is routinely posted and is accessible on Centene's investor relations website, https://investors.centene.com/.

FORWARD-LOOKING STATEMENTS

Certain statements made in this press release and in other written or oral statements made by us or on our behalf 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: “believe,” “anticipate,” “expect,” “estimate,” “aim,” “predict,” “potential,” “continue,” “plan,” “project,” “will,” “should,” “shall,” “may,” “might” 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 our guidance and business outlook and future performance, leverage or financial results, including of NIA, and our strategy. We claim the protection afforded by the safe harbor for forward-looking statements provided by the PSLRA.

These statements, including but not limited to estimates of Adjusted EBITDA, earnings growth, expected cost synergies and net leverage ratios, 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. Risks and uncertainties that may cause actual results to vary materially, some of which are described within the forward-looking statements, include, among others: risks and uncertainties related to the possibility that the closing of the NIA transaction may be delayed or may not occur, and the risk that litigation or other matters could affect the closing, the significant portion of revenue we derive from our largest partners, and the potential loss, non-renewal, termination or renegotiation of our relationship or contract with any significant partner, or multiple partners in the aggregate; evolution in the market for value-based care; uncertainty in the health care regulatory framework, including the potential impact of policy changes; our ability to offer new and innovative products and services; risks related to completed and future acquisitions, investments, alliances and joint ventures, divert management resources, or result in unanticipated costs or dilute our stockholders; the financial benefits we expect to receive as a result of the sale of certain assets of Passport may not be realized; the growth and success of our partners, which is difficult to predict and is subject to factors outside of our control, including governmental funding reductions and other policy changes, enrollment numbers for our partners’ plans, premium pricing reductions, selection bias in at-risk membership and the ability to control and, if necessary, reduce health care costs; risks relating to our ability to maintain profitability for our total cost of care and New Century Health’s performance-based contracts and products, including capitation and risk-bearing contracts; our ability to effectively manage our growth and maintain an efficient cost structure, and to successfully implement cost cutting measures; changes in general economic conditions nationally and regionally in our markets, including inflation and economic and business conditions and the impact thereof on the economy resulting from the COVID-19 pandemic and other public health emergencies our ability to recover the significant upfront costs in our partner relationships; our ability to attract new partners and successfully capture new growth opportunities; the increasing number of risk-sharing arrangements we enter into with our partners; our ability to estimate the size of our target markets; our ability to maintain and enhance our reputation and brand recognition; consolidation in the health care industry; competition which could limit our ability to maintain or expand market share within our industry; risks related to governmental payer audits and actions, including whistleblower claims; our ability to partner with providers due to exclusivity provisions in our contracts; risks related to our offshore operations; our ability to contain health care costs, implement increases in

premium rates on a timely basis, maintain adequate reserves for policy benefits or maintain cost effective provider agreements; our dependency on our key personnel, and our ability to attract, hire, integrate and retain key personnel; the impact of additional goodwill and intangible asset impairments on our results of operations; our indebtedness, our ability to service our indebtedness, and our ability to obtain additional financing; our ability to achieve profitability in the future; the impact of litigation, including the ongoing class action lawsuit; material weaknesses in the future may impact our ability to conclude that our internal control over financial reporting is not effective and we may be unable to produce timely and accurate financial statements; restrictions and penalties as a result of privacy and data protection laws; data loss or corruption due to failures or errors in our systems and service disruptions at our data centers; restrictions and penalties as a result of privacy and data protection laws; adequate protection of our intellectual property, including trademarks; any alleged infringement, misappropriation or violation of third-party proprietary rights; our use of “open source” software; our ability to protect the confidentiality of our trade secrets, know-how and other proprietary information; our reliance on third parties and licensed technologies; our ability to use, disclose, de-identify or license data and to integrate third-party technologies; our reliance on Internet infrastructure, bandwidth providers, data center providers, other third parties and our own systems for providing services to our partners; our reliance on third-party vendors to host and maintain our technology platform; our obligations to make payments to certain of our pre-IPO investors for certain tax benefits we may claim in the future; our ability to utilize benefits under the tax receivables agreement described herein; our obligations to make payments under the tax receivables agreement that may be accelerated or may exceed the tax benefits we realize; the terms of agreements between us and certain of our pre-IPO investors; the conditional conversion features of the 2024 and 2025 convertible notes, which, if triggered, could require us to settle the 2024 or 2025 convertible notes in cash; the potential volatility of our Class A common stock price; the potential decline of our Class A common stock price if a substantial number of shares are sold or become available for sale; provisions in our second amended and restated certificate of incorporation and third amended and restated by-laws and provisions of Delaware law that discourage or prevent strategic transactions, including a takeover of us; the ability of certain of our investors to compete with us without restrictions; provisions in our second amended and restated certificate of incorporation which could limit our stockholders’ ability to obtain a favorable judicial forum for disputes with us or our directors, officers or employees; and our intention not to pay cash dividends on our Class A common stock.

The risks included here are not exhaustive. Although we believe the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, level of activity, performance or achievements. Our Annual Report on Form 10-K for the year ended December 31, 2021 (the "2021 Form 10-K") and other documents filed with the SEC include additional factors that could affect our businesses and financial performance. Moreover, we operate in a rapidly changing and competitive environment. New risk factors emerge from time to time, and it is not possible for management to predict all such risk factors. Further, it is not possible to assess the effect of all risk factors on our businesses or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements. Given these risks and uncertainties, investors should not place undue reliance on forward-looking statements as a prediction of actual results. In addition, we disclaim any obligation to update any forward-looking statements to reflect events or circumstances that occur after the date of this press release.

This press release is for informational purposes only and does not constitute an offer to sell or a solicitation of an offer to purchase any securities of any nature whatsoever, and it may not be relied upon in connection with the purchase of securities. The contents of this press release do not constitute legal, tax or business advice. Anyone reading this press release should seek advice based on their particular circumstances from independent legal, tax and business advisors.

Additional Information and Where to Find It:

Financial Details and Webcast

http://ir.evolenthealth.com/overview/

Information About Evolent Health

https://www.evolenthealth.com/

Contacts:

Evolent Health, Media Contact:

Media Relations

[email protected]

Evolent Health, Investor Relations Contact:

Seth R. Frank

[email protected]

571-895-3919

NIA Media Contact:

Suzy DePrizio

[email protected]

(314) 445-0790