Evolv (EVLV) Director Receives 26,388 Shares via RSU Vesting

Rhea-AI Filing Summary

Mark J. Sullivan, a director of Evolv Technologies Holdings, Inc. (EVLV), reported the vesting and issuance of 26,388 restricted stock units (RSUs) on September 2, 2025. Each RSU converts into one share of Class A common stock and vested in full on that date at no purchase price, increasing his beneficial ownership to 208,003 shares. The RSUs have no expiration date. The Form 4 was signed by an attorney-in-fact on September 3, 2025. All information is limited to the transactions and holdings disclosed on the form.

Positive

• Director aligned with shareholders through receipt of 26,388 vested RSUs that increase his beneficial ownership to 208,003 shares
• Vesting was fully disclosed and timely filed on Form 4, showing compliance with Section 16 reporting requirements

Negative

• None.

Insights

Corporate Governance Expert

TL;DR: Director received vested RSUs increasing ownership; routine equity-based compensation, neutral governance signal.

The filing documents a standard equity compensation event: 26,388 RSUs vested and converted into Class A shares with no exercise price, raising the director's total to 208,003 shares. This reflects alignment of director incentives with shareholders through equity ownership. There is no indication of accelerated vesting for unusual reasons, no sale or disposition, and no derivative transactions beyond the RSUs. For governance assessment, the disclosure is complete for the reported event and timely filed.

Securities Analyst

TL;DR: Insider ownership increased via vested RSUs; transaction is informational and likely non-material to valuation.

The report shows a non‑cash transfer of 26,388 shares to a director, with ownership rising to 208,003 shares. There are no related sales or option exercises reported. From a securities perspective, this is a routine vesting disclosure under Section 16 and does not by itself signal a change in company fundamentals or liquidity events. The absence of a sale suggests retention rather than monetization of equity by the director.

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).

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^*

Sullivan Mark J.

(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)
09/02/2025

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	09/02/2025		M		26,388	A	$0	208,003	D

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)	09/02/2025		M			26,388	(2)	(1)	Class A Common Stock	26,388	$0	0	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 vested in full on September 2, 2025.

Remarks:

	/s/ Rachel Roy, Attorney-in-fact for Mark Sullivan	09/03/2025
	** 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

What did Mark J. Sullivan report on Form 4 for EVLV?

He reported the vesting and issuance of 26,388 RSUs that convert to Class A shares, increasing his beneficial ownership to 208,003 shares.

When did the RSUs vest according to the Form 4?

The RSUs vested in full on September 2, 2025, and the Form 4 was signed on September 3, 2025.

Were any shares sold or disposed of in this transaction?

No disposals or sales were reported; the transaction code indicates acquisition via vesting of RSUs at $0 price.

Do the reported RSUs expire?

No expiration date is reported; the filing states the RSUs have no expiration.

How many Class A shares did the RSUs convert into?

Each RSU converts into one share, so 26,388 RSUs converted into 26,388 Class A shares.