What Evolent Health, Inc. told the SEC could break it.

Evolent's revenue is concentrated in a few health-plan/government 'partners' — Molina Healthcare was 25.7% of consolidated revenue in 2025, Cook County Health and Hospitals System 16.4%, and a third Florida payer also exceeded 10% — so loss of, or reduced volume from, any of these partners (or non-renewal of risk-based contracts) would materially hurt revenue, as already seen in the 26.6% ($678.5M) revenue decline in 2025. (Molina and Cook County captured as named edges; the third Florida partner is recorded here.)

“The following table summarizes those partners who represented at least 10.0% of our consolidated revenue: For the Year Ended December 31, 2025 2024 2023 Molina Healthcare, Inc. 25.7% 13.7% 13.5% Cook County Health and Hospitals System 16.4% 11.5% 15.7%”

Evolent carries meaningful debt — convertible senior notes due 2029 and 2031 (it issued $166.8M of 2031 Notes in August 2025 to repurchase ~$167.4M of 2025 Notes) plus a $175.0M initial term loan and $50.0M asset-based revolver — and its 2025 revenue fell 26.6% ($678.5M); servicing and refinancing this leverage amid declining revenue, conversion-feature dilution and covenant requirements creates liquidity and capital-structure risk.

“a total of $ 166.8 million aggregate principal amount of 2031 Notes were issued at an issue price of 100.00 % of par. On August 21, 2025, using proceeds from the sale of the 2031 Notes plus available liquidity, the Company repurchased approximately $ 167.4 million aggregate principal amount of its 2025 Notes”

Evolent operates under extensive, complex and rapidly evolving federal/state healthcare laws — the Stark self-referral law, anti-kickback statutes, the False Claims Act (qui tam), antitrust laws, state insurance laws, the No Surprises Act price-transparency rules, the ACA, and the Inflation Reduction Act's Medicare Part D/B drug-price negotiation and benefit redesign — and any failure to comply, or adverse regulatory change, could require business-practice changes, penalties or impair its risk-based and value-based-care model.

“Our business is subject to extensive, complex and rapidly evolving federal and state laws and regulations. Various federal and state agencies have discretion to issue regulations and interpret and enforce health care laws.”

Under its Performance Suite, Evolent enters performance-based, risk-based contracts in which it assumes financial responsibility for the cost of care (ranging from gain-share to substantially all of the cost), so adverse medical-cost trends drive its medical expense ratio — 80.5% in 2025 (89.0% excluding Evolent Care Partners), improved from 82.3%/96.0% — and if claims exceed expectations, Evolent bears the loss, making underwriting/MER risk a core, volatile exposure that has pressured results.

““performance-based” means risk-based contracts with our partners wherein Evolent assumes financial responsibility for the cost of care, which may range from upside and downside gain share to all, or substantially all, of t”