Evolv Technologies (NASDAQ: EVLV) director sells 80,745 shares after option exercise

Rhea-AI Filing Summary

Evolv Technologies Holdings director Michael Ellenbogen exercised stock options and sold shares on the same day. He exercised options to acquire 80,745 shares of Class A Common Stock at an exercise price of $0.24 per share, then sold 80,745 shares at a weighted average price of $6.21 per share. The sale was carried out under a pre-arranged Rule 10b5-1 trading plan entered into on June 12, 2025. Following these transactions, he holds 2,083,961 shares of Class A Common Stock directly and 151,135 shares indirectly through the Family Horizon Trust, and retains 977,759 stock options.

Insights

Equity compensation and insider trading analyst

Routine option exercise-and-sell under a 10b5-1 plan with sizable holdings retained.

Director Michael Ellenbogen exercised stock options for 80,745 shares of Evolv Technologies Holdings, Inc. at an exercise price of $0.24 per share and sold the same number of shares at a weighted average price of $6.21. This pattern is a classic exercise-and-sell transaction.

The filing notes that the sale was effected under a pre-arranged Rule 10b5-1 trading plan dated June 12, 2025, indicating the timing was scheduled rather than discretionary. After the transactions, he holds 2,083,961 shares directly, 151,135 shares indirectly via the Family Horizon Trust, and 977,759 remaining stock options, suggesting the sale represents a small portion of his overall exposure.

The plan-based nature and the relatively modest size versus remaining positions point to routine liquidity and compensation-related activity rather than a clear change in sentiment. Future company filings may provide additional context if his ownership position changes materially over subsequent reporting periods.

Insider Trade Summary 10b5-1

Net Seller: 80,745 shares ($501,426)

Net Sell 4 txns

Insider Ellenbogen Michael

Role null

Sold 80,745 shs ($501K)

Type	Security	Shares	Price	Value
Exercise	Stock Option (Right to Buy)	80,745	$0.00	--
Exercise	Class A Common Stock	80,745	$0.24	$19K
Sale	Class A Common Stock	80,745	$6.21	$501K
holding	Class A Common Stock	--	--	--

Holdings After Transaction: Stock Option (Right to Buy) — 977,759 shares (Direct, null); Class A Common Stock — 2,164,706 shares (Direct, null); Class A Common Stock — 151,135 shares (Indirect, Held by Family Horizon Trust)

Footnotes (1)

1. The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan entered into on June 12, 2025. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions. The reporting person undertakes to provide the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price. The option vested and became exercisable as to 25% on January 31, 2018 and vested in 36 equal monthly installments thereafter.

Key Figures

Shares sold: 80,745 shares Sale price: $6.21 per share Option exercise price: $0.24 per share +3 more

6 metrics

Shares sold 80,745 shares Class A Common Stock open-market sale at weighted average price

Sale price $6.21 per share Weighted average sale price for 80,745 shares

Option exercise price $0.24 per share Exercise price for 80,745 stock options

Direct shares after transactions 2,083,961 shares Class A Common Stock held directly following sale and exercise

Indirect shares after transactions 151,135 shares Class A Common Stock held indirectly via Family Horizon Trust

Remaining stock options 977,759 options Stock Option (Right to Buy) remaining after exercising 80,745 options

Key Terms

Rule 10b5-1 trading plan, weighted average price, Stock Option (Right to Buy), open-market sale, +1 more

5 terms

Rule 10b5-1 trading plan regulatory

"The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan entered into on June 12, 2025."

A Rule 10b5-1 trading plan is a pre-arranged schedule that allows company insiders to buy or sell stock at specific times, even if they have inside information. It helps prevent accusations of unfair trading by making these transactions look planned and transparent, rather than sneaky or illegal.

weighted average price financial

"The price reported in Column 4 is a weighted average price."

Weighted average price is the average price of a security where each trade or component is counted according to its size, so bigger trades pull the average more than smaller ones. Think of it like calculating the average cost of a grocery haul where items you bought more of have greater influence on the final per-item cost. Investors use it to understand the true average price paid or received, judge execution quality, and compare trading performance against market movement.

Stock Option (Right to Buy) financial

"Stock Option (Right to Buy)"

open-market sale financial

"transaction_action": "open-market sale""

An open-market sale is when a shareholder sells existing shares directly on a public exchange to any willing buyer, rather than through a private deal. Think of it like putting goods on a busy market stall where price is set by supply and demand; for investors it matters because such sales increase available supply, can put short-term downward pressure on the stock price, and signal changes in liquidity or investor confidence.

derivative exercise/conversion financial

"transaction_action": "derivative exercise/conversion""

See more from StockTitan in Google Search and AI answers. Adds StockTitan as a preferred source · opens Google

Add on Google Not now

Form 4 Insider Transactions: What Each Field Means →

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

X

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Ellenbogen Michael

(Last) (First) (Middle)

C/O EVOLV TECHNOLOGIES, INC.

500 TOTTEN POND ROAD, 4TH FLOOR

(Street)

WALTHAM MASSACHUSETTS 02451

(City) (State) (Zip)

UNITED STATES

(Country)

2. Issuer Name and Ticker or Trading Symbol
Evolv Technologies Holdings, Inc. [ EVLV ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
06/15/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Class A Common Stock	06/15/2026		M		80,745	A	$0.24	2,164,706	D
Class A Common Stock	06/15/2026		S		80,745(1)	D	$6.21(2)	2,083,961	D
Class A Common Stock								151,135	I	Held by Family Horizon Trust

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Stock Option (Right to Buy)	$0.24	06/15/2026		M			80,745	(3)	09/13/2027	Class A Common Stock	80,745	$0	977,759	D

Explanation of Responses:

1. The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan entered into on June 12, 2025.

2. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions. The reporting person undertakes to provide the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price.

3. The option vested and became exercisable as to 25% on January 31, 2018 and vested in 36 equal monthly installments thereafter.

Remarks:

	/s/ Rachel Roy, Attorney-in-fact for Michael Ellenbogen	06/16/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)

FAQ

What did Evolv Technologies (EVLV) director Michael Ellenbogen do in this Form 4?

Michael Ellenbogen exercised stock options for 80,745 Evolv Technologies shares at $0.24 and sold 80,745 shares at a weighted average $6.21. The activity reflects an exercise-and-sell pattern typical of equity compensation usage.

How many Evolv Technologies (EVLV) shares did Michael Ellenbogen sell and at what price?

He sold 80,745 shares of Evolv Technologies Class A Common Stock at a weighted average price of $6.21 per share. The filing notes the shares were sold in multiple transactions at different prices within that average.

Were Michael Ellenbogen’s EVLV share sales under a Rule 10b5-1 trading plan?

Yes. The Form 4 states the sales were executed under a Rule 10b5-1 trading plan entered into on June 12, 2025. Such plans schedule trades in advance, reducing the significance of day-to-day timing decisions.

How many Evolv Technologies (EVLV) shares does Michael Ellenbogen hold after these transactions?

After the transactions, he holds 2,083,961 shares of Evolv Technologies Class A Common Stock directly and 151,135 shares indirectly through the Family Horizon Trust. These figures show he continues to maintain a substantial equity stake.

What stock options does Michael Ellenbogen retain in Evolv Technologies (EVLV)?

Following the option exercise of 80,745 shares at a $0.24 exercise price, he retains 977,759 stock options. The option originally vested 25% on January 31, 2018, with the remainder vesting in 36 equal monthly installments thereafter.

Is Michael Ellenbogen’s Form 4 transaction in EVLV mainly a buy or a sell?

The filing shows a mixed pattern: he exercised options to acquire 80,745 shares and sold 80,745 shares. Net, it reflects an exercise-and-sell sequence, with overall ownership remaining significant after the reported trades.