Evolent Health Announces $140M Convertible Note Offering and Discloses DOJ Investigation

Evolent Health, Inc.

Evolent Health intends to offer $140.0M aggregate principal amount of convertible senior notes due 2031, with an option for an additional $20.0M.
The company plans to use up to $100M of net proceeds to repurchase a portion of its 1.50% convertible senior notes due 2025 and about $40M to repurchase shares of its Class A common stock.
Evolent disclosed it received a Civil Investigative Demand from the DOJ on August 12, 2025, regarding a False Claims Act investigation involving former customer's diagnosis codes since 2016.
The notes will be convertible into cash, stock, or a combination, subject to conversion rights termination conditions after August 20, 2026.
The offering is private under Rule 144A, and the securities are not registered under the Securities Act.

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