Evolv (EVLV) director Ellenbogen sells 91,771 shares under Rule 10b5-1 plan

Rhea-AI Filing Summary

Evolv Technologies Holdings, Inc. director Michael Ellenbogen reported an open-market sale of 91,771 shares of Class A common stock at a weighted average price of $5.10 per share. The sale was made under a Rule 10b5-1 trading plan entered into on June 12, 2025.

The footnotes state that individual trades occurred between $5.04 and $5.17. After this sale, Ellenbogen directly owned 2,083,961 shares, and separately had 151,135 shares held indirectly through the Family Horizon Trust as a reported holding.

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)
03/06/2026

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	03/06/2026		S(1)		91,771	D	$5.1(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

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 $5.04 to $5.17. 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.

Remarks:

	/s/ Rachel Roy, Attorney-in-fact for Michael Ellenbogen	03/09/2026
	** 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.

FAQ

What insider transaction did EVLV director Michael Ellenbogen report?

Director Michael Ellenbogen reported selling 91,771 shares of Evolv Technologies Class A common stock. The transaction was an open-market sale executed at a weighted average price of $5.10 per share, with prices ranging from $5.04 to $5.17.

Was the EVLV insider sale by Michael Ellenbogen pre-planned under Rule 10b5-1?

Yes. The filing states the sale was made under a Rule 10b5-1 trading plan entered into on June 12, 2025. Such plans allow insiders to schedule trades in advance, helping separate routine portfolio moves from informational trading concerns.

How many Evolv Technologies (EVLV) shares did Michael Ellenbogen own after the sale?

After the reported sale, Michael Ellenbogen directly owned 2,083,961 shares of Evolv Technologies Class A common stock. In addition, 151,135 shares were reported as indirectly owned through the Family Horizon Trust, reflecting his remaining disclosed stake.

What price range did the EVLV insider sale transactions cover?

The filing notes that the shares were sold at prices between $5.04 and $5.17 per share. The reported $5.10 figure is a weighted average, and the insider agreed to provide full breakdowns of share counts at each price upon request.

What does indirect ownership via Family Horizon Trust mean for EVLV shares?

Indirect ownership indicates the 151,135 shares are held by the Family Horizon Trust rather than in Ellenbogen’s name. They are still reported on his Form 4, reflecting an associated beneficial interest, but the shares reside in the trust structure.