Evolv Technologies Holdings (EVLV) director option exercise and share sale

Rhea-AI Filing Summary

Evolv Technologies Holdings, Inc. director Michael Ellenbogen reported option exercises and share sales in Class A Common Stock. On January 16, 2026, he exercised a stock option for 80,745 shares at an exercise price of $0.24 per share and acquired the same number of shares. That same day, he sold 80,745 shares at a weighted average price of $6.20 per share, with individual sale prices ranging from $6.13 to $6.37, under a pre-existing Rule 10b5-1 trading plan entered into on June 12, 2025.

After these transactions, Ellenbogen directly beneficially owned 2,083,961 shares of Class A Common Stock and held 1,300,739 stock options. He also indirectly held 151,135 shares through the Family Horizon Trust.

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)
01/16/2026

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	01/16/2026		M		80,745	A	$0.24	2,164,706	D
Class A Common Stock	01/16/2026		S(1)		80,745	D	$6.2(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	01/16/2026		M			80,745	(3)	09/13/2027	Class A Common Stock	80,745	$0	1,300,739	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 $6.13 to $6.37. 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	01/20/2026
	** 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 on this Form 4?

Director Michael Ellenbogen reported exercising a stock option for 80,745 shares of Evolv Technologies Holdings, Inc. Class A Common Stock at an exercise price of $0.24 per share and selling 80,745 shares of Class A Common Stock at a weighted average price of $6.20 per share on January 16, 2026.

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

On January 16, 2026, Michael Ellenbogen sold 80,745 shares of Evolv Technologies Holdings, Inc. Class A Common Stock at a weighted average price of $6.20 per share. The shares were sold in multiple trades at prices ranging from $6.13 to $6.37 per share.

Was the EVLV share sale by director Michael Ellenbogen under a Rule 10b5-1 trading plan?

Yes. The filing states that the sales reported were effected pursuant to a Rule 10b5-1 trading plan entered into on June 12, 2025, which is a pre-arranged plan for trading securities.

What are Michael Ellenbogens Evolv Technologies share and option holdings after the reported Form 4 transactions?

Following the reported transactions, Michael Ellenbogen directly beneficially owned 2,083,961 shares of Evolv Technologies Holdings, Inc. Class A Common Stock and held 1,300,739 stock options. In addition, he indirectly held 151,135 shares through the Family Horizon Trust.

What stock option did Michael Ellenbogen exercise in the EVLV Form 4 filing?

He exercised a stock option (right to buy) covering 80,745 shares of Evolv Technologies Holdings, Inc. Class A Common Stock at an exercise price of $0.24 per share. The option vested 25% on January 31, 2018 and then in 36 equal monthly installments thereafter.

How many Evolv Technologies (EVLV) shares does the Family Horizon Trust hold for Michael Ellenbogen?

The Form 4 shows an indirect holding of 151,135 shares of Evolv Technologies Holdings, Inc. Class A Common Stock, held by the Family Horizon Trust, in addition to his directly held shares.