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(Mark One)SANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF1934For the fiscal year ended December 31, 2024OR ☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIESEXCHANGE ACT OF 1934For the transition period fromto Commission File Number: 001-37415_________________________ Evolent Health, Inc.(Exact name of registrant as specified in its charter) _________________________ 1812 N. MooreStreet,Suite1705,Arlington,Virginia22209 (Address of principal executive offices)(Zip Code) (571) 389-6000Registrant’s telephone number, including area code_________________________ Securities registered pursuant to Section 12(b) of the Act: Securities registered pursuant to section 12(g) of the Act: None Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of theSecurities Act. Yes S No☐ Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section15(d) of the Act. Yes☐No S Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter periodthat the registrant was required to file such reports), and (2) has been subject to such filing requirementsfor the past 90 days. Yes S No☐ Indicate by check mark whether the registrant has submitted electronically every Interactive Data Filerequired to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during thepreceding 12 months (or for such shorter period that the registrant was required to submit such files). YesS No☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of“large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company”in Rule 12b-2 of the Exchange Act. Large accelerated filer S Accelerated filer☐Non-accelerated filer☐Smaller reporting company☐Emerginggrowth company☐ If an emerging growth company, indicate by check mark if the registrant has elected not to use theextended transition period for complying with any new or revised financial accounting standards providedpursuant to Section 13 (a) of the Exchange Act.☐ Indicate by check mark whether the registrant has filed a report on and attestation to its management’sassessment of the effectiveness of its internal control over financial reporting under Section 404(b) of theSarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issuedits audit report. S If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether thefinancial statements of the registrant included in the filing reflect the correction of an error to previouslyissued financial statements.☐ Indicate by check mark whether any of those error corrections are restatements that required a recoveryanalysis of incentive-based compensation received by any of the registrant’s executive officers during therelevant recovery period pursuant to §240.10D-1(b).☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of theExchange Act). Yes☐No S The aggregate market value of the voting and non-voting common equity held by non-affiliates of theregistrant (based on the closing price of the shares on the New York Stock Exchange on such date) as ofthe last business day of the registrant’s most recently completed second fiscal quarter was $2.2 billion. As of February 14, 2025, there were 116,591,148 shares of the registrant’s Class A common stockoutstanding. Documents Incorporated by Reference Selected portions of the Proxy Statement for the Annual Meeting of Stockholders, scheduled for June 5,2025, have been incorporated by reference into Part III of this Form 10-K to the extent stated herein.Such proxy statement will be filed with the Securities and Exchange Commission within 120 days of theregistrant’s fiscal year ended December 31, 2024. Evolent Health, Inc.Table of Contents Page Item PART I 1.Business1A.Risk Factors1B.Unresolved Staff Comments1CCybersecurity2.Properties3.Legal Proceedings4.Mine Safety Disclosures PART II 5.Market for Registrant's Common Equity, Related Stockholder Matters and IssuerPurchases of Equity Securities466.Reserved477.Management’s Discussion and Analysis of Financial Condition and Results ofOperations477A.Quantitative and Qualitative Disclosures About Market Risk638.Financial Statements and Supplementary Data649.Changes in and Disagreements With Accountants on Accounting and FinancialDisclosure1159A.Controls and Procedures1159B.Other Information1179C.Disclosure Regarding Foreign Jurisdictions that Prevent Inspections117PART III 10.Directors, Executive Officers and Corporate Governance11811.Executive Compensation118