Item 3.02. Unregistered Sales of Equity Securities.

On August 11, 2022, Evolent Health, Inc. (the "Company") entered into separate privately negotiated exchange agreements (the "Exchange Agreements" and each an "Exchange Agreement") with certain holders (the "Noteholders") of the Company's outstanding 3.50% Convertible Senior Notes due 2024 (the "2024 Notes"), with respect to the exchange (the "2024 Notes Exchange") of $90.3 million in aggregate principal amount of 2024 Notes for shares of Company's Class A common stock, par value $0.01 per share ("Common Stock"). Pursuant to the Exchange Agreements, the number of shares of Common Stock to be issued by the Company to the Noteholders upon the closings of the 2024 Notes Exchange will be determined based upon a volume-weighted-average-price per share of Common Stock on each of the two trading days immediately following the date of each Exchange Agreement. Upon the closings of the 2024 Notes Exchange, the Company expects to issue approximately 5.2 million shares of Common Stock, subject to adjustment based on the volume weighted average price of the Common Stock on the two trading days immediately following the date of each Exchange Agreement. Accordingly, such approximate amount is an estimate based on an assumed price of $35.36 per share of Common Stock, the reference price used in the 2024 Notes Exchange. The actual amount of shares of Common Stock issued could vary depending on changes in the trading price of the Common Stock, but in any event will not exceed approximately 5.4 million shares.

The 2024 Notes Exchange is being conducted as a private placement and the shares of Common Stock to be issued in the 2024 Notes Exchange will be issued pursuant to the exemption from the registration requirements of the Securities Act of 1933, as amended ("Securities Act"), afforded by Section 4(a)(2) of the Securities Act and will be offered only to persons believed to be either (i) an institutional "accredited investor" within the meaning of Rule 501(a)(1), (2), (3) or (7) of Regulation D promulgated under the Securities Act or (ii) a "qualified institutional buyer" within the meaning of Rule 144A promulgated under the Securities Act. The Company is relying on this exemption from registration based on the representations made by the Noteholders.

The Company expects the closings of the 2024 Notes Exchange to occur on or about August 17, 2022. Immediately following the closings of the 2024 Notes Exchange, approximately $26.8 million in aggregate principal amount of the 2024 Notes will remain outstanding.

This Current Report does not constitute an offer to sell, or a solicitation of an offer to buy, any security and shall not constitute an offer, solicitation or sale in any jurisdiction in which such offering would be unlawful.

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