Evolv Technologies (EVLV) director discloses stock option exercise and sale

Rhea-AI Filing Summary

Evolv Technologies Holdings, Inc. director Michael Ellenbogen reported insider transactions in Class A Common Stock. On December 15, 2025 he exercised stock options for 80,745 shares at an exercise price of $0.24 per share and on the same day sold 80,745 shares at a weighted average price of $6.91 per share under a Rule 10b5-1 trading plan entered into on June 12, 2025. The sales occurred in multiple trades at prices ranging from $6.75 to $7.20.

After these transactions he held 2,083,961 shares directly, 151,135 shares indirectly through the Family Horizon Trust, and 1,381,484 stock options.

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
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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 MA 02451

(City) (State) (Zip)

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)

3. Date of Earliest Transaction (Month/Day/Year)
12/15/2025

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

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

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

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	12/15/2025		M		80,745	A	$0.24	2,164,706	D
Class A Common Stock	12/15/2025		S(1)		80,745	D	$6.91(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	12/15/2025		M			80,745	(3)	09/13/2027	Class A Common Stock	80,745	$0	1,381,484	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 at prices ranging from $6.75 to $7.20. 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 within the range set forth in this footnote.

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	12/16/2025
	** 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).
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FAQ

What insider transaction did Evolv Technologies (EVLV) report for its director?

Director Michael Ellenbogen reported exercising stock options for 80,745 shares of Evolv Technologies Class A Common Stock at an exercise price of $0.24 per share and selling 80,745 shares of Class A Common Stock on the same day.

At what prices were the Evolv Technologies (EVLV) shares sold by the director?

The reported sales had a weighted average price of $6.91 per share. The shares were sold in multiple transactions at prices ranging from $6.75 to $7.20 per share.

Was the Evolv Technologies (EVLV) director sale made under a Rule 10b5-1 plan?

Yes. The filing states that the sales were effected pursuant to a Rule 10b5-1 trading plan entered into on June 12, 2025, indicating the transactions followed a pre-established trading arrangement.

How many Evolv Technologies (EVLV) shares does the director own after the reported transactions?

After the transactions, Michael Ellenbogen beneficially owned 2,083,961 shares of Class A Common Stock directly and 151,135 shares indirectly through the Family Horizon Trust.

How many stock options does the Evolv Technologies (EVLV) director retain?

Following the exercise reported, Michael Ellenbogen held 1,381,484 stock options (right to buy Class A Common Stock) with an exercise price of $0.24 per share for the option series referenced.

When did the Evolv Technologies (EVLV) stock option series begin vesting?

The option referenced in the filing vested and became exercisable as to 25% of the grant on January 31, 2018 and then vested in 36 equal monthly installments thereafter.