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  4. [8-K] Evolv Technologies Holdings, Inc. Reports Material Event

Evolv Technologies Q3 2026 loss widens to $15.6M

Evolv expects 2026 revenue of $182 million to $185 million, depending on the mix of new unit deployments between purchase subscription and pure subscription models.

Available on EDGAR Accepted by SEC EDGAR
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(High)
Filing Sentiment

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Form Type
8-K

Rhea-AI Filing Summary

Evolv Technologies Holdings, Inc. (EVLV) reported third-quarter 2026 revenue of $47.3 million, up 10% from $42.9 million a year earlier, and ending ARR of $140.5 million, up 20%. Net loss was $15.6 million, compared with $1.8 million; Adjusted EBITDA was $4.7 million versus $5.1 million. For the first nine months, revenue was $137.4 million versus $107.4 million, and net loss narrowed to $29.9 million from $44.0 million. Operating cash flow for the nine months was $26.685 million, compared with $3.098 million.

For 2026, Evolv expects revenue of $182 million to $185 million, depending on the mix of new unit deployments between purchase subscription and pure subscription models. It expects year-end ARR of approximately $148 million to $150 million and Adjusted EBITDA of $15.5 million to $16.5 million, with margins in the high single digits. The outlook is based on current indications, which may change at any time. Cash, cash equivalents and marketable securities totaled $66.9 million as of September 30, 2026; remaining performance obligations were $325.8 million, up $13.2 million sequentially. Evolv cites risks related to material weaknesses in internal control over financial reporting and its remediation efforts.

4 points · 0 major

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Rhea-AI gives every point it takes from this document a weight. Minor counts 1, Moderate 3 and Major 9, so one Major point outweighs several Minor ones. The bar adds up the weights on each side, and when neither side holds more than 65% of the total the balance reads Mixed.

It reads the document as published, with the same rules for every company, and it does not look at what the market expected or at how the stock traded, so a point can be objectively good on a day the stock falls.

Rhea-AI Sentiment measures something else, the tone of the wording.

How the balance worksHow Sentiment works

1 major · 3 points

How the balance works

Positive

  • Moderate pointQ3 revenue rose 10% to $47.3 million year over year.
  • Moderate pointNine-month net loss narrowed to $29.9 million from $44.0 million.
  • Moderate pointNine-month operating cash flow was $26.685 million, versus $3.098 million.
  • Minor pointNine-month revenue increased 28% to $137.4 million year over year.

Negative

  • Major pointInternal-control material weaknesses and remediation efforts are cited as risks.
  • Moderate pointQ3 net loss was $15.6 million, versus $1.8 million year over year.
  • Minor pointQ3 Adjusted EBITDA was $4.7 million, versus $5.1 million year over year.

Filing Explained

Compared with its August 11, 2026 outlook, Evolv’s November 10, 2026 forecast raises 2026 revenue’s low end and its Adjusted EBITDA range to $182 million and $15.5–16.5 million, respectively, while leaving the ending ARR range at $148–150 million; these remain expectations, not reported outcomes.

Item 2.02 Results of Operations and Financial Condition Financial
Disclosure of earnings results, typically an earnings press release or preliminary financials.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, or exhibit attachments filed with this report.
Q3 revenue $47.3 million Third quarter of 2026; up 10% year over year
Ending ARR $140.5 million September 30, 2026; up 20% year over year
Q3 net loss $15.6 million Third quarter of 2026, compared with $1.8 million in the third quarter of 2025
Q3 Adjusted EBITDA $4.7 million Third quarter of 2026, compared with $5.1 million in the third quarter of 2025
Nine-month revenue $137.4 million Nine months ended September 30, 2026; up 28% year over year
Nine-month operating cash flow $26.685 million Nine months ended September 30, 2026, compared with $3.098 million in 2025
2026 revenue outlook $182 million to $185 million Expected 2026 revenue
2026 Adjusted EBITDA outlook $15.5 million to $16.5 million Expected 2026 Adjusted EBITDA
Annual Recurring Revenue financial
"Annual Recurring Revenue, or ARR, as the sum of subscription revenue"
Annual recurring revenue is the predictable amount of money a company expects to earn each year from ongoing customer subscriptions or contracts. It helps businesses understand how much steady income they can count on, much like a subscription service that charges customers every month or year. This figure is important because it shows the company's stability and growth potential.
Adjusted EBITDA financial
"Adjusted EBITDA and Adjusted EBITDA margin is defined as net income (loss) plus"
Adjusted EBITDA is a way companies measure how much money they make from their core operations, like running a business, by removing certain costs or income that aren’t part of regular business activities. It helps investors see how well a company is doing without distractions from unusual expenses or gains, making it easier to compare companies or track performance over time.
Remaining Performance Obligation financial
"Remaining Performance Obligation of $325.8 million"
Remaining performance obligation is the amount of work or services a company still needs to deliver to a customer under a contract. It matters because it shows how much revenue the company can expect to earn in the future from that contract, helping investors understand the company's ongoing business and growth potential.
deferred revenue financial
"ARR should be viewed independently of, and not as a substitute for or forecast of revenue or deferred revenue"
Cash a company has already received for goods or services it has promised but not yet delivered; it's recorded as a liability because the company still owes that product, service, or future revenue recognition. For investors, deferred revenue signals upcoming work or deliveries that will convert into reported sales over time and affects short-term obligations, cash flow quality, and how quickly a firm can grow recognized revenue—think of it like prepaid subscriptions or gift cards a business must honor later.
Revenue $47.3 million up 10% year over year
Ending ARR $140.5 million up 20% year over year
Net loss $15.6 million versus $1.8 million in the third quarter of 2025
Adjusted EBITDA $4.7 million versus $5.1 million in the third quarter of 2025
Remaining performance obligation $325.8 million up $13.2 million sequentially
Guidance

For 2026, revenue of $182 million to $185 million; ending ARR of approximately $148 million to $150 million; and Adjusted EBITDA of $15.5 million to $16.5 million, with margins in the high single digits. The revenue range depends on the mix of new unit deployments between purchase subscription and pure subscription models. The outlook is based on current indications, which may change at any time.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

How much revenue did EVLV report in Q3 2026?
Evolv reported $47.3 million in third-quarter revenue, up 10% year over year from $42.9 million.

What is EVLV's 2026 revenue and ARR outlook?
Evolv expects 2026 revenue of $182 million to $185 million and year-end ARR of approximately $148 million to $150 million. The revenue range depends on the mix of new unit deployments between purchase subscription and pure subscription models, and the outlook is based on current indications that may change.

How does Evolv calculate ARR?
Evolv defines ARR as subscription revenue plus recurring service revenue related to purchase subscriptions for the final month of the quarter, multiplied by twelve. It says ARR is not a substitute for or forecast of revenue or deferred revenue, and that revenue recognized over a 12-month period may differ from ARR at the beginning of that period.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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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
Date of Report (Date of earliest event reported): November 10, 2026
Evolv Technologies Holdings, Inc.
(Exact name of registrant as specified in its charter)
Delaware
001-39417
84-4473840
(State or other jurisdiction
of incorporation)
(Commission
File Number)
(IRS Employer
Identification No.)
500 Totten Pond Road, 4th Floor
Waltham, Massachusetts
02451
(Address of principal executive offices)
(Zip Code)
(781) 374-8100
Registrant’s telephone number, including area code
(Former name or former address, 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, par value $0.0001 per share
EVLV
The Nasdaq Stock Market
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 2.02    Results of Operations and Financial Condition.
On November 10, 2026, Evolv Technologies Holdings, Inc. (the “Company”) announced financial results for the fiscal quarter ended September 30, 2026. The full text of the press release issued in connection with the announcement is furnished as Exhibit 99.1 to this Current Report on Form 8-K.
The information in this Item 2.02 of this Current Report on Form 8-K (including Exhibit 99.1) shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing.
Item 9.01    Financial Statements and Exhibits.
(d) Exhibits
Exhibit No.
Description
99.1
Press Release, dated November 10, 2026.
104
Cover Page Interactive Data File (embedded within the Inline XBRL document)


SIGNATURES
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.
Evolv Technologies Holdings, Inc.
Date: November 10, 2026
By:
/s/ John Kedzierski
Name:
John Kedzierski
Title:
Chief Executive Officer


Exhibit 99.1
image_0a.jpg
Evolv Technology Reports Third Quarter Financial Results

•Q3'26 Revenue of $47.3 million, up 10% year-over-year
•Q3'26 Ending ARR1 of $140.5 million, up 20% year-over-year
•Q3'26 Net Loss of $(15.6) million, with Net Profit Margin of (32.9)%
•Q3'26 Adjusted EBITDA2 of $4.7 million, with Adjusted EBITDA Margin2 of 10.0%
•Q3'26 Ending Cash, Cash Equivalents, Marketable Securities, and Restricted Cash of $66.9 million, up $3.5 million sequentially
•Q3'26 Remaining Performance Obligation of $325.8 million, up $13.2 million sequentially
Waltham, Massachusetts – November 10, 2026 – Evolv Technologies Holdings, Inc. (NASDAQ: EVLV), a leading security technology company pioneering AI-powered screening solutions designed to help create safer experiences, today announced financial results for the quarter ended September 30, 2026.
“Our third-quarter results reflect the significant progress we have made building a stronger, more scalable and increasingly predictable business,” said John Kedzierski, President and Chief Executive Officer of Evolv Technology. “We delivered double-digit revenue growth, with ARR growing faster than revenue, against a challenging prior-year comparison, as last year's results included the largest contract in our history. We expanded our recurring revenue base and strengthened our renewal and expansion motion highlighted by strong net revenue retention in the quarter. That progress, combined with the investments we are making in sales capacity and product innovation, gives us increasing confidence in the path ahead for 2027 and in the long-term model we outlined at Investor Day, with revenue growth expected to ramp toward an approximately 25% CAGR through 2031.”

Results for the Third Quarter of 2026
Total revenue for the third quarter of 2026 was $47.3 million, an increase of 10% compared to $42.9 million for the third quarter of 2025. Annual Recurring Revenue (“ARR”)1 was $140.5 million at the end of the third quarter of 2026, an increase of 20% compared to $117.2 million at the end of the third quarter of 2025. Net loss for the third quarter of 2026 was $(15.6) million, or $(0.09) per basic and diluted share, compared to net loss of $(1.8) million, or $(0.01) per basic and diluted share, in the third quarter of 2025. Adjusted loss2 for the third quarter of 2026 was $(2.9) million, or $(0.02) per diluted share, compared to adjusted loss2 of $(3.4) million, or $(0.02) per diluted share, for the third quarter of 2025. Adjusted EBITDA2 for the third quarter of 2026 was $4.7 million compared to $5.1 million in the third quarter of 2025. As of September 30, 2026, the Company had cash, cash equivalents, and marketable securities of $66.9 million.
Results for the First Nine Months of 2026
Total revenue for the nine months ended September 30, 2026 was $137.4 million, an increase of 28% compared to $107.4 million for the nine months ended September 30, 2025. Net loss for the nine months ended September 30, 2026 was $(29.9) million, or $(0.17) per basic and diluted share, compared to $(44.0) million, or $(0.26) per basic and diluted share, in the nine months ended September 30, 2025. Adjusted loss2 for the nine months ended September 30, 2026 was $(9.3)


million, or $(0.05) per diluted share, compared to adjusted loss2 of $(11.5) million, or $(0.07) per diluted share, for the nine months ended September 30, 2025. Adjusted EBITDA2 for the nine months ended September 30, 2026 was $13.1 million compared to $9.3 million in the nine months ended September 30, 2025.
Outlook for 2026
The Company today commented on its business outlook for 2026. The Company's outlook is based on the current indications for its business, which may change at any time. The Company expects 2026 revenue of $182 million to $185 million, representing approximately 25% to 27% year-over-year growth, with the range dependent on the mix of new unit deployments between purchase subscription and pure subscription models. The Company expects ending ARR at December 31, 2026 to increase to approximately $148 to $150 million, reflecting growth of approximately 23% to 25% year-over-year. The Company expects Adjusted EBITDA2 in 2026 to be between $15.5 and $16.5 million with Adjusted EBITDA2 margins in the high single digits.

Estimate
Issued August 11, 2026
Issued November 10, 2026
Total Revenue (Millions)
$180-$185
$182-$185
Ending ARR1 at 12/31/26 (Millions)
$148-$150
$148-$150
Adjusted EBITDA2 (Millions)
$15-$16
$15.5-$16.5
Adjusted EBITDA Margin2
High Single Digits
High Single Digits
Company to Host Live Conference Call and Webcast
The Company’s management team plans to host a live conference call and webcast at 4:30 p.m. Eastern Time today to discuss the financial results as well as management’s outlook for the business. The conference call will be webcast live at http://ir.evolvtechnology.com.
About Evolv Technology
Evolv (NASDAQ: EVLV) is designed to transform human security by helping organizations detect potential threats, mitigate risk, and enhance safety using AI-powered security solutions with robust insights. Our technology has helped to create efficient and positive security screening experiences for the world’s most iconic venues and companies as well as schools, hospitals, and public spaces. Evolv’s mission is to create a safer world to live, work, learn, and play. Evolv’s advanced systems have scanned more than 5 billion people since 2019. Evolv Express® and Evolv eXpedite™ have been awarded the U.S. Department of Homeland Security (DHS) SAFETY Act Designation as a Qualified Anti-Terrorism Technology (QATT). Evolv and its products have been awarded numerous awards which can be viewed on our Certifications and Awards web page. Evolv®, Evolv Express®, Evolv Insights®, and Evolv eXpedite™ are registered trademarks or trademarks of Evolv Technologies, Inc. in the United States and other jurisdictions. For more information, visit evolv.com.

1 We define Annual Recurring Revenue, or ARR, as the sum of subscription revenue and the recurring service revenue related to purchase subscriptions for the final month of the quarter all multiplied by twelve. The amount of revenue that we recognize over any 12-month period is likely to differ from ARR at the beginning of that period, sometimes significantly due to differences in our recurring and non-recurring revenue streams. To the extent that we are negotiating a renewal or upgrade with a customer after the expiration of the subscription and we are continuing to provide service to that customer, we may continue to include that associated revenue in ARR. If a customer notifies us that it is not renewing its subscription, we will continue to include associated revenue in ARR through the natural expiration of the subscription term. ARR should be viewed independently of, and not as a substitute for or forecast of, revenue or deferred revenue. Our calculation of ARR may differ from similarly titled metrics presented by other companies.

2 Non-GAAP Financial Measures In this press release, the Company’s adjusted operating expenses, adjusted gross profit (loss), adjusted gross margin, adjusted operating income (loss), adjusted EBITDA, adjusted EBITDA margin, adjusted earnings (loss), adjusted earnings (loss) per diluted share, and free cash flow are not presented in accordance with generally accepted accounting principles (GAAP) and are not intended to be used in lieu of GAAP presentations of results of operations. Adjusted operating expenses is defined as operating expenses less stock-based compensation expense, non-recurring employee restructuring and other separation costs, and other non-recurring legal and regulatory costs, which management believes provides a more meaningful representation of on-going


operating expense levels. Other non-recurring legal and regulatory costs include non-recurring legal, accounting and professional fees related to the internal investigation, subsequent restatement, certain non-recurring regulatory, litigation and legal matters, as well as fees related to the Securities and Exchange Commission investigation, net of estimated insurance recoveries. Adjusted gross profit and adjusted gross margin exclude stock-based compensation expense, amortization of capitalized stock-based compensation, and non-recurring employee restructuring and other separation costs, which management believes provides a more meaningful representation of contribution margin. Adjusted operating income (loss) is defined as loss from operations, excluding stock-based compensation expense, amortization of capitalized stock-based compensation, non-recurring employee restructuring and other separation costs, and other non-recurring legal and regulatory costs, which management believes provides a more meaningful representation of operating results. Adjusted EBITDA and Adjusted EBITDA margin is defined as net income (loss) plus depreciation and amortization, stock-based compensation, interest expense (income), (benefit) provision for income taxes, change in fair value of contingent earn-out liability, change in fair value of contingently issuable/returnable common stock liability/asset, loss on remeasurement of common stock receivable, change in fair value of public warrant liability, loss on disposal of leased equipment, non-recurring employee restructuring and other separation costs, and other non-recurring legal and regulatory costs, which management believes provides a more meaningful representation of operating results. Adjusted earnings (loss) and Adjusted earnings (loss) per diluted share are defined as net income (loss) plus stock-based compensation, amortization of capitalized stock-based compensation, change in fair value of contingent earn-out liability, change in fair value of contingently issuable/returnable common stock liability/asset, loss on remeasurement of common stock receivable, change in fair value of public warrant liability, non-recurring employee restructuring and other separation costs, and other non-recurring legal and regulatory costs, which management believes provides a more meaningful representation of operating results. We define free cash flow as net cash provided by operating activities less purchases of property and equipment and capitalized internal-use software costs. The amounts for each three-month period presented are derived from the difference between the current and preceding quarter year-to-date Statements of Cash Flows for each respective fiscal year. Management presents non-GAAP financial measures because it considers them to be important supplemental measures of performance. Management uses non-GAAP financial measures for planning purposes, including analysis of the Company's performance against prior periods, the preparation of operating budgets and to determine appropriate levels of operating and capital investments. Management also believes non-GAAP financial measures provide additional insight for analysts and investors in evaluating the Company's financial and operating performance. However, non-GAAP financial measures have limitations as an analytical tool and are not intended to be an alternative to financial measures prepared in accordance with GAAP. We intend to provide non-GAAP financial measures as part of our future earnings discussions and, therefore, the inclusion of non-GAAP financial measures will provide consistency in our financial reporting. Investors are encouraged to review the reconciliation of these non-GAAP measures to their most directly comparable GAAP financial measures included in this press release. The Company is unable to provide a reconciliation of Adjusted EBITDA to net income (loss) and Adjusted EBITDA margin to net profit margin, each measure's most directly comparable GAAP financial measure, on a forward-looking basis without unreasonable effort, because items that impact these GAAP financial measures are not within the Company’s control and/or cannot be reasonably predicted. These items may include, but are not limited to, predicting forward-looking share-based compensation, changes in the fair value of contingent earn out liabilities, changes in the fair value of contingently issuable/returnable common stock liabilities/assets, and changes in fair value of public warrant liabilities. Such information may have a significant, and potentially unpredictable, impact on the Company’s future financial results.
3 Recurring revenue includes the recurring portion of revenue associated with pure subscription contracts and hardware purchase subscription contracts. Non-recurring revenue includes revenue that is non-recurring in nature, such as product revenue, shipping revenue, revenue from installation, training, and professional services, and short-term rental revenue.
Forward-Looking Statements
This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. We intend such forward-looking statements to be covered by the safe harbor provisions for forward-looking statements contained in Section 27A of the Securities Act of 1933, as amended and Section 21E of the Securities Exchange Act of 1934, as amended. All statements contained in this press release other than statements of historical facts are forward-looking statements, including without limitation statements regarding our strategy, goals, business model, demand for our products, market opportunities, strategic partnerships, and future financial and operational results. Words such as “believe,” “may,” “will,” “expect,” “should,” “could,” “anticipate,” “aim,” “estimate,” “intend,” “plan,” “potential,” “continue,” “project,” “target,” “forecast,” “is/are likely to,” or the negative of these terms or other similar expressions are intended to identify forward-looking statements, though not all forward-looking statements use these words or expressions. The forward-looking statements in this press release are only predictions. We have based these forward-looking statements largely on our current expectations and projections about future events and financial trends that we believe may affect our business, financial condition and results of operations. Forward-looking statements involve known and unknown risks, uncertainties and other important factors that may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements, including, but not limited to, the amount of insurance reimbursements expected to be received for defense costs for counsel and consultants in connection with the securities litigation and related Securities and Exchange Commission (the “SEC”) and Department of Justice matters, and the following: our history of losses and ability to reach profitability; our reliance on reseller partners; expectations regarding the Company’s strategies and future financial performance, including its future business plans or objectives, prospective performance and opportunities and competitors, revenues, products and services, pricing, operating expenses, market trends, liquidity, cash flows and uses of cash, capital expenditures; our ability to renew customer contracts, our ability to renew customer contracts at terms favorable to the Company, the Company’s reliance on third party contract manufacturing and distribution, and a global supply chain; the Company recognizes a substantial portion of its revenue ratably over the term of its agreements, and, as a result, downturns or upturns in sales may not be immediately reflected in its operating results; the rate of innovation required to maintain competitiveness in the markets in which the Company competes; the competitiveness of the market in which the Company competes; the failure of our products to detect threats


could result in injury or loss of life, which could harm our brand, reputation, and results of operations; the loss of designation of our Evolv Express® system as a Qualified Anti-Terrorism Technology under the Homeland Security SAFETY Act; risks related to our business model, which is predicated, in part, on building a customer base that will generate a recurring stream of revenues through the sale of our subscription contracts; the ability for the Company to obtain, maintain, protect and enforce the Company’s intellectual property rights and use of “open source” software; the concentration of the Company’s revenues on a single solution; the Company’s ability to timely design, produce and launch its solutions, the Company’s ability to invest in growth initiatives and pursue acquisition opportunities; the limited liquidity and trading of the Company’s securities; risks related to existing and changing tax laws; geopolitical risk and changes in applicable laws or regulations; the possibility that the Company may be adversely affected by other economic, business, and/or competitive factors; operational risk; risks related to material weaknesses in our internal control over financial reporting and our remediation plans and efforts, including related costs; risks related to increasing attention to and evolving expectations for sustainability initiatives; the impact of fluctuating general economic and market conditions and reductions in spending; the need for additional capital to support business growth, which might not be available on acceptable terms, if at all; and litigation and regulatory enforcement risks, including the diversion of management time and attention and the additional costs and demands on resources. These and other important factors discussed in our most recent report on Form 10-Q or 10-K filed with the SEC could cause actual results to differ materially from those indicated by the forward-looking statements made in this press release. The forward-looking statements in this press release are based upon information available to us as of the date hereof, and while we believe such information forms a reasonable basis for such statements, it may be limited or incomplete, and our statements should not be read to indicate that we have conducted an exhaustive inquiry into, or review of, all potentially available relevant information. These statements are inherently uncertain and investors are cautioned not to unduly rely upon these statements.
You should review this press release and the documents that we reference in this press release with the understanding that our actual future results, levels of activity, performance and achievements may be materially different from what we expect. We qualify all of our forward-looking statements by these cautionary statements. Except as required by applicable law, we undertake no obligation to update or revise any forward-looking statements contained in this press release whether as a result of any new information, future events or otherwise.
Investor Relations:
Brian Norris
Senior Vice President of Finance and Investor Relations
bnorris@evolvtechnology.com


EVOLV TECHNOLOGY
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)
(In thousands, except share and per share data)
(Unaudited)
Three Months Ended
September 30,
Nine Months Ended
September 30,
2026
2025
2026
2025
Revenue:
Product revenue
$
12,332 
$
9,242 
$
34,861 
$
14,092 
Subscription revenue
24,488 
22,685 
72,421 
62,122 
Service revenue
9,509 
7,808 
27,060 
21,224 
License fee and other revenue
1,016 
3,115 
3,084 
9,963 
Total revenue
47,345 
42,850 
137,426 
107,401 
Cost of revenue:
Cost of product revenue
11,253 
7,960 
33,206 
16,495 
Cost of subscription revenue
9,841 
10,923 
27,208 
27,713 
Cost of service revenue
2,605 
2,338 
7,323 
5,753 
Cost of license fee and other revenue
97 
323 
589 
766 
Total cost of revenue
23,796 
21,544 
68,326 
50,727 
Gross profit
23,549 
21,306 
69,100 
56,674 
Operating expenses:
Research and development
6,126 
5,608 
17,792 
15,207 
Sales and marketing
13,168 
11,715 
38,534 
34,494 
General and administrative
18,657 
12,579 
46,199 
44,789 
Restructuring costs
— 
— 
— 
2,662 
Total operating expenses
37,951 
29,902 
102,525 
97,152 
Loss from operations
(14,402)
(8,596)
(33,425)
(40,478)
Other (expense) income, net
Interest expense
(982)
(713)
(2,909)
(714)
Interest income
540 
436 
1,543 
1,049 
Other income (expense), net
(18)
(44)
(72)
117 
Change in fair value of contingent earn-out liability
— 
7,521 
374 
2,297 
Change in fair value of contingently issuable/returnable common stock liability/asset
(255)
2,178 
1,249 
(69)
Loss on remeasurement of common stock receivable
(530)
— 
(530)
— 
Change in fair value of public warrant liability
83 
(2,578)
3,862 
(6,160)
Total other (expense) income, net
(1,162)
6,800 
3,517 
(3,480)
Loss before income taxes
(15,564)
(1,796)
(29,908)
(43,958)
(Benefit from) provision for income taxes
— 
— 
$
(37)
$
62 
Net loss
$
(15,564)
$
(1,796)
$
(29,871)
$
(44,020)
Net loss attributable to common stockholders – basic and diluted
$
(15,564)
$
(1,796)
$
(29,871)
$
(44,020)
Weighted average common shares outstanding – basic and diluted
181,158,098 
172,790,098 
179,454,691 
166,327,570 
Net loss per share – basic and diluted
$
(0.09)
$
(0.01)
$
(0.17)
$
(0.26)
Net income (loss)
$
(15,564)
$
(1,796)
$
(29,871)
$
(44,020)
Other comprehensive (loss) income
Cumulative translation adjustment
(1)
26 
27 
(105)
Total other comprehensive (loss) income
(1)
26 
27 
(105)
Total comprehensive loss
$
(15,565)
$
(1,770)
$
(29,844)
$
(44,125)


EVOLV TECHNOLOGY
CONDENSED CONSOLIDATED BALANCE SHEETS
(In thousands, except share and per share data)
(Unaudited)
September 30, 2026
December 31, 2025
Assets
Current assets:
Cash and cash equivalents
$
61,910 
$
49,150 
Marketable securities
4,951 
19,885 
Accounts receivable, net
50,412 
30,841 
Inventory
5,793 
9,317 
Current portion of contract assets
1,561 
878 
Current portion of commission asset
5,726 
6,062 
Prepaid expenses and other current assets
19,685 
35,169 
Total current assets
150,038 
151,302 
Contract assets, noncurrent
13 
15 
Commission asset, noncurrent
8,141 
7,867 
Property and equipment, net
132,818 
127,522 
Operating lease right-of-use assets
10,974 
12,303 
Other assets
1,077 
5,400 
Total assets
$
303,061 
$
304,409 
Liabilities and Stockholders’ Equity
Current liabilities:
Accounts payable
$
10,733 
$
9,770 
Accrued expenses and other current liabilities
36,581 
35,293 
Current portion of deferred revenue
87,385 
74,924 
Current portion of operating lease liabilities
3,116 
2,989 
Total current liabilities
137,815 
122,976 
Deferred revenue, noncurrent
19,419 
16,716 
Long-term debt
28,811 
28,596 
Operating lease liabilities, noncurrent
9,230 
10,654 
Contingent earn-out liability, noncurrent
— 
374 
Contingently issuable common stock liability, noncurrent
— 
1,809 
Public warrant liability, noncurrent
— 
3,862 
Total liabilities
195,275 
184,987 
Stockholders’ equity:
Preferred stock, $0.0001 par value; 100,000,000 authorized at September 30, 2026 and December 31, 2025; no shares issued and outstanding at September 30, 2026 and December 31, 2025
— 
— 
Common stock, $0.0001 par value; 1,100,000,000 shares authorized at September 30, 2026 and December 31, 2025; 181,233,753 and 175,399,488 shares issued and outstanding at September 30, 2026 and December 31, 2025, respectively
18 
18 
Additional paid-in capital
525,555 
507,347 
Accumulated other comprehensive loss
(114)
(141)
Accumulated deficit
(417,673)
(387,802)
Stockholders’ equity
107,786 
119,422 
Total liabilities and stockholders’ equity
$
303,061 
$
304,409 



EVOLV TECHNOLOGY
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
(Unaudited)
Nine Months Ended
September 30,
2026
2025
Cash flows from operating activities:
Net loss
$
(29,871)
$
(44,020)
Adjustments to reconcile net loss to net cash provided by operating activities:
Depreciation and amortization
21,415 
17,859 
Write-off of inventory and change in inventory reserve
60 
2,016 
Loss on disposal of property and equipment
333 
3,503 
Stock-based compensation
19,369 
15,816 
Amortization of debt issuance costs
862 
195 
Amortization of premium on marketable securities, net of change in accrued interest
241 
10 
Non-cash lease expense
1,329 
1,263 
Change in allowance for expected credit losses
150 
66 
Change in fair value of earn-out liability
(374)
(2,297)
Change in fair value of contingently issuable/returnable common stock liability/asset
(1,249)
69 
Loss on remeasurement of common stock receivable
530 
— 
Change in fair value of public warrant liability
(3,862)
6,160 
Changes in operating assets and liabilities
Accounts receivable
(19,721)
(20,557)
Inventory
6,472 
11,079 
Commission assets
62 
(719)
Contract assets
(681)
(137)
Other assets
165 
437 
Prepaid expenses and other current assets
8,266 
(17,331)
Accounts payable
7,244 
1,845 
Deferred revenue
15,164 
11,596 
Accrued expenses and other current liabilities
2,078 
16,902 
Operating lease liability
(1,297)
(657)
Net cash provided by operating activities
26,685 
3,098 
Cash flows from investing activities:
Development of internal-use software
(4,081)
(4,311)
Purchases of property and equipment
(25,411)
(29,109)
Purchases of marketable securities
(14,833)
(34,481)
Proceeds from maturities of marketable securities
29,526 
24,675 
Net cash used in investing activities
(14,799)
(43,226)
Cash flows from financing activities:
Proceeds from exercise of stock options
847 
8,406 
Proceeds from long-term debt
— 
26,316 
Net cash provided by financing activities
847 
34,722 
Effect of exchange rate changes on cash and cash equivalents
27 
(105)
Net increase (decrease) in cash and cash equivalents
12,760 
(5,511)
Cash and cash equivalents
Cash and cash equivalents at beginning of period
49,150 
37,015 
Cash and cash equivalents at end of period
$
61,910 
$
31,504 



The following table summarizes operating cash flows for each period presented:
Nine Months Ended
September 30,
2026
2025
Net loss
$
(29,871)
$
(44,020)
Adjustments to reconcile net loss to net cash provided by operating activities
38,804 
44,660 
Changes in operating assets and liabilities
17,752 
2,458 
Net cash provided by operating activities
$
26,685 
$
3,098 
The following table is the reconciliation of GAAP net cash provided by operating activities to non-GAAP free cash flow:
Three Months Ended
September 30,
2026
2025
Net cash provided by operating activities
$
17,962 
$
3,524 
Purchases of property and equipment
(13,274)
(13,810)
Capitalized internal-use software
(1,441)
(1,199)
Free cash flow
$
3,247 
$
(11,485)

EVOLV TECHNOLOGY
SUMMARY OF KEY OPERATING STATISTICS
(Unaudited)
Three Months Ended or as of,
($ in thousands)
March 31,
2025
June 30,
2025
September 30,
2025
December 31,
2025
March 31,
2026
June 30,
2026
September 30,
2026
New customers
54 
63 
62 
64 
48 
70 
51 
Annual recurring revenue
$
105,990 
$
110,516 
$
117,200 
$
120,467 
$
127,300 
$
132,680 
$
140,510 
Recurring revenue3
$
25,753 
$
26,379 
$
28,684 
$
29,547 
$
31,176 
$
32,087 
$
32,548 
% of total revenue
80 
%
81 
%
67 
%
77 
%
67 
%
73 
%
69 
%
Non-recurring revenue3
$
6,254 
$
6,165 
$
14,166 
$
8,957 
$
15,152 
$
11,666 
$
14,797 
% of total revenue
20 
%
19 
%
33 
%
23 
%
33 
%
27 
%
31 
%


EVOLV TECHNOLOGY
RECONCILIATION OF GAAP OPERATING EXPENSES TO ADJUSTED OPERATING EXPENSES
(In thousands)
(Unaudited)

Three Months Ended,
March 31,
2025
June 30,
2025
September 30,
2025
December 31,
2025
March 31,
2026
June 30,
2026
September 30,
2026
Operating expenses, GAAP
$
33,539 
$
33,711 
$
29,902 
$
26,613 
$
32,071 
$
32,503 
$
37,951 
Stock-based compensation
(4,660)
(5,265)
(5,121)
(5,006)
(5,272)
(6,602)
(6,627)
Non-recurring employee restructuring and other separation costs
(2,137)
(827)
(6)
— 
— 
— 
— 
Other non-recurring legal and regulatory costs
(3,561)
(5,979)
36 
2,225 
99 
(903)
(4,778)
Adjusted operating expenses
$
23,181 
$
21,640 
$
24,811 
$
23,832 
$
26,898 
$
24,998 
$
26,546 



EVOLV TECHNOLOGY
RECONCILIATION OF GAAP GROSS PROFIT TO ADJUSTED GROSS PROFIT, GAAP GROSS MARGIN TO ADJUSTED GROSS MARGIN AND GAAP INCOME (LOSS) FROM OPERATIONS TO ADJUSTED OPERATING INCOME (LOSS)
(In thousands)
(Unaudited)
Three Months Ended
September 30,
Nine Months Ended
September 30,
2026
2025
2026
2025
Revenue
$
47,345 
$
42,850 
$
137,426 
$
107,401 
Cost of revenue
23,796 
21,544 
68,326 
50,727 
Gross profit, GAAP
23,549 
21,306 
69,100 
56,674 
Stock-based compensation
302 
269 
868 
770 
Amortization of capitalized stock-based compensation
217 
114 
572 
324 
Non-recurring employee restructuring and other separation costs
— 
— 
— 
6 
Adjusted gross profit
$
24,068 
$
21,689 
$
70,540 
$
57,774 
Gross margin %
49.7 
%
49.7 
%
50.3 
%
52.8 
%
Impact of adjustments from Gross profit, GAAP to Adjusted gross profit
1.1 
%
0.9 
%
1.0 
%
1.0 
%
Adjusted gross margin %
50.8 
%
50.6 
%
51.3 
%
53.8 
%
Three Months Ended
September 30,
Nine Months Ended
September 30,
2026
2025
2026
2025
Loss from operations, GAAP
$
(14,402)
$
(8,596)
$
(33,425)
$
(40,478)
Stock-based compensation
6,929 
5,390 
19,369 
15,816 
Amortization of capitalized stock-based compensation
217 
114 
572 
324 
Non-recurring employee restructuring and other separation costs
— 
6 
— 
2,976 
Other non-recurring legal and regulatory costs
4,778 
(36)
5,582 
9,504 
Adjusted loss from operations
$
(2,478)
$
(3,122)
$
(7,902)
$
(11,858)


EVOLV TECHNOLOGY
RECONCILIATION OF GAAP NET INCOME (LOSS) TO ADJUSTED EBITDA AND NET PROFIT MARGIN TO ADJUSTED EBITDA MARGIN
(In thousands)
(Unaudited)
Three Months Ended
September 30,
Nine Months Ended
September 30,
2026
2025
2026
2025
Net loss
$
(15,564)
$
(1,796)
$
(29,871)
$
(44,020)
Depreciation and amortization
7,477 
6,541 
21,415 
17,859 
Stock-based compensation
6,929 
5,390 
19,369 
15,816 
Interest expense (income)
442 
277 
1,366 
(335)
(Benefit) provision for income taxes
— 
— 
(37)
62 
Change in fair value of contingent earn-out liability
— 
(7,521)
(374)
(2,297)
Change in fair value of contingently issuable/returnable common stock liability/asset
255 
(2,178)
(1,249)
69 
Loss on remeasurement of common stock receivable
530 
— 
530 
— 
Change in fair value of public warrant liability
(83)
2,578 
(3,862)
6,160 
Loss on disposal of leased equipment
(15)
1,870 
255 
3,503 
Non-recurring employee restructuring and other separation costs
— 
6 
— 
2,976 
Other non-recurring legal and regulatory costs
4,778 
(36)
5,582 
9,504 
Adjusted EBITDA
$
4,749 
$
5,131 
$
13,124 
$
9,297 
Net profit margin %
(32.9)
%
(4.2)
%
(21.7)
%
(41.0)
%
Impact of adjustments from Net loss to Adjusted EBITDA
42.9 
%
16.2 
%
31.2 
%
49.7 
%
Adjusted EBITDA margin %
10.0 
%
12.0 
%
9.5 
%
8.7 
%
EVOLV TECHNOLOGY
RECONCILIATION OF GAAP NET INCOME (LOSS) TO ADJUSTED EARNINGS (LOSS)
(In thousands, except share and per share data)
(Unaudited)
Three Months Ended
September 30,
Nine Months Ended
September 30,
2026
2025
2026
2025
Net loss
$
(15,564)
$
(1,796)
$
(29,871)
$
(44,020)
Stock-based compensation
6,929 
5,390 
19,369 
15,816 
Amortization of capitalized stock-based compensation
217 
114 
572 
324 
Change in fair value of contingent earn-out liability
— 
(7,521)
(374)
(2,297)
Change in fair value of contingently issuable/returnable common stock liability/asset
255 
(2,178)
(1,249)
69 
Loss on remeasurement of common stock receivable
530 
— 
530 
— 
Change in fair value of public warrant liability
(83)
2,578 
(3,862)
6,160 
Non-recurring employee restructuring and other separation costs
— 
6 
— 
2,976 
Other non-recurring legal and regulatory costs
4,778 
(36)
5,582 
9,504 
Adjusted loss
$
(2,938)
$
(3,443)
$
(9,303)
$
(11,468)
Weighted average common shares outstanding – diluted
181,158,098 
172,790,098 
179,454,691 
166,327,570 
Net loss per share – diluted
$
(0.09)
$
(0.01)
$
(0.17)
$
(0.26)
Impact of adjustments from Net loss to Adjusted loss
0.07 
(0.01)
0.12 
0.19 
Adjusted loss per share – diluted
$
(0.02)
$
(0.02)
$
(0.05)
$
(0.07)
*Stock-based compensation, amortization of capitalized stock-based compensation, and non-recurring restructuring and other employee separation costs were recorded in the condensed consolidated statements of operations and comprehensive loss (income) as follows. Prior period amounts are being shown for comparative purposes:




Three Months Ended,
March 31,
2025
June 30,
2025
September 30,
2025
December 31,
2025
March 31,
2026
June 30,
2026
September 30,
2026
Stock-based compensation:
Cost of product revenue
$
8 
$
17 
$
32 
$
39 
$
58 
$
34 
$
24 
Cost of subscription revenue
137 
167 
146 
135 
138 
120 
161 
Cost of service revenue
67 
74 
72 
80 
100 
94 
112 
Cost of license fee and other revenue
7 
24 
19 
20 
19 
3 
5 
Research and development
1,115 
1,154 
1,227 
1,252 
1,280 
1,343 
1,388 
Sales and marketing
1,048 
1,710 
1,480 
1,330 
1,566 
1,975 
2,000 
General and administrative
1,972 
2,401 
2,414 
2,424 
2,426 
3,284 
3,239 
Restructuring costs
525 
— 
— 
— 
— 
— 
— 
Total stock-based compensation
$
4,879 
$
5,547 
$
5,390 
$
5,280 
$
5,587 
$
6,853 
$
6,929 
Amortization of capitalized stock-based compensation:
Cost of subscription revenue
$
59 
$
60 
$
63 
$
82 
$
86 
$
104 
$
115 
Cost of service revenue
44 
47 
51 
68 
75 
90 
102 
Total amortization of capitalized stock-based compensation
$
103 
$
107 
$
114 
$
150 
$
161 
$
194 
$
217 
Non-recurring employee restructuring and other separation costs:
Cost of service revenue
$
— 
$
6 
$
— 
$
— 
$
— 
$
— 
$
— 
Research and development
— 
31 
— 
— 
— 
— 
— 
Sales and marketing
— 
613 
6 
— 
— 
— 
— 
General and administrative
— 
183 
— 
— 
— 
— 
— 
Restructuring costs
2,137 
— 
— 
— 
— 
— 
— 
Total non-recurring employee restructuring and other separation costs
$
2,137 
$
833 
$
6 
$
— 
$
— 
$
— 
$
— 

Source: View Original Filing on SEC EDGAR

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