Evolv Technologies (EVLV) Files Form 4 for Routine RSU Grant

Rhea-AI Filing Summary

Evolv Technologies Holdings, Inc. (EVLV) – Form 4 Insider Transaction

Director Bilal Zuberi reported the receipt of 27,050 Restricted Stock Units (RSUs) on 20 June 2025. Each RSU converts into one share of EVLV Class A common stock upon vesting. The award will vest in full on the earlier of 20 June 2026 or the day immediately preceding the company’s next annual shareholder meeting. No cash was paid for the RSUs (exercise price = $0), and there is no expiration date.

Following the grant, Zuberi beneficially owns 27,050 derivative securities; no additional non-derivative share holdings were disclosed in this filing. The filing reflects standard equity compensation for board members and does not indicate any share sales or purchases in the open market.

Given EVLV’s public float, the share count involved is immaterial from a dilution standpoint, but the award reinforces director/shareholder alignment without immediate cash outflow by the company.

Positive

• Equity-based compensation aligns director incentives with shareholder interests without immediate cash expense.
• Negligible dilution: 27,050 shares are immaterial relative to total shares outstanding.

Negative

• Short vesting horizon (≤12 months) may encourage near-term focus rather than long-term value creation.
• No performance conditions tied to RSU vesting, limiting accountability metrics.

Insights

Financial Analyst

TL;DR: Small RSU grant to director; negligible dilution, neutral impact on valuation.

The 27,050-share RSU grant represents an immaterial percentage of EVLV’s outstanding shares, implying <0.05% potential dilution. Equity-based compensation aligns director incentives with investors while conserving cash—standard practice for growth-stage tech firms such as EVLV. No insider selling or market purchases were reported, so the filing does not signal confidence or concern regarding near-term share price. Overall effect on stock fundamentals or liquidity is neutral.

Corporate Governance Expert

TL;DR: Routine board compensation; promotes alignment but offers limited governance insight.

The single-tranche RSU structure vests within one year or before the next AGM, typical for outside directors. While this promotes short-term alignment, longer-term performance metrics are absent, offering modest accountability pressure. The attorney-in-fact signature indicates proper delegation and compliance with Section 16 reporting deadlines. No red flags appear; the filing is largely procedural.

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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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).

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^*

Zuberi Bilal

(Last) (First) (Middle)

C/O EVOLV TECHNOLOGIES HOLDINGS, 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)
06/20/2025

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

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
Restricted Stock Units	(1)	06/20/2025		A		27,050		(2)	(1)	Class A Common Stock	27,050	$0	27,050	D

Explanation of Responses:

1. Each Restricted Stock Unit ("RSU") represents a contingent right to receive one share of the Issuer's Class A common stock. The RSUs have no expiration date.

2. The RSUs will vest in full at the earlier of June 20, 2026 or the day immediately preceding the Issuer's next annual meeting date.

Remarks:

	/s/ Rachel Roy, Attorney-in-fact for Bilal Zuberi	06/24/2025
	** 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).
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

How many EVLV shares did Director Bilal Zuberi receive?

He received 27,050 Restricted Stock Units, each convertible into one Class A share.

When will the RSUs granted to Bilal Zuberi vest?

They vest on 20 June 2026 or immediately before the next EVLV annual meeting, whichever occurs first.

Did the Form 4 report any open-market purchases or sales?

No. The filing only discloses an RSU award; no share sales or purchases were reported.

Will the RSU grant significantly dilute existing EVLV shareholders?

Dilution is immaterial; 27,050 shares represent a tiny fraction of EVLV’s total outstanding shares.

Why is equity compensation used for EVLV directors?

RSUs conserve company cash while aligning director incentives with long-term shareholder value.