STOCK TITAN
  1. Home
  2. Sec-filings
  3. EVLV
  4. [Form 4] Evolv Technologies Holdings, Inc. Insider Trading Activity

Evolv (NASDAQ: EVLV) CFO logs RSU vesting and tax-related share sale

Filing Impact
(High)
Filing Sentiment
(Negative)
Form Type
4

Rhea-AI Filing Summary

Evolv Technologies Holdings, Inc. Chief Financial Officer George C. Kutsor reported routine equity compensation activity. He exercised restricted stock units to acquire 138,888 shares of Class A common stock, then sold 51,448 shares at a weighted average price of $7.27 per share.

According to the filing, the sale was made solely to cover withholding taxes tied to RSU vesting, rather than as a discretionary stock sale. After these transactions, he directly holds 87,440 shares of Class A common stock and 277,778 RSUs, which vest in three equal annual tranches, each RSU representing a right to receive one share.

Positive

  • None.

Negative

  • None.

Insights

Routine RSU vesting with tax-related sale and net share increase.

The CFO of Evolv Technologies Holdings exercised 138,888 restricted stock units into Class A common stock, then sold 51,448 shares at a weighted average of $7.27 per share. A footnote states the sale was effected solely to cover withholding taxes from RSU vesting.

This pattern—RSU vesting followed by a tax-covering sale—fits a standard compensation event rather than a discretionary reduction in exposure. After the transactions, he directly owns 87,440 shares and 277,778 RSUs that vest over three years, indicating a continuing equity stake tied to ongoing employment.

Insider Kutsor George C
Role Chief Financial Officer
Sold 51,448 shs ($374K)
Type Security Shares Price Value
Sale Class A Common Stock 51,448 $7.27 $374K
Exercise Restricted Stock Units 138,888 $0.00 --
Exercise Class A Common Stock 138,888 $0.00 --
Holdings After Transaction: Class A Common Stock — 87,440 shares (Direct, null); Restricted Stock Units — 277,778 shares (Direct, null)
Footnotes (1)
  1. The sale reported in the Form 4 was effected solely with the intent to cover withholding taxes in connection with the vesting of RSUs. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions. 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. 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. The RSUs vest in three equal tranches on the first, second, and third anniversaries of the grant date, subject to the Reporting Person's continued employment with the Company through each vesting date.
Shares sold 51,448 shares Class A common stock sale at weighted average $7.27
Sale price $7.27 per share Weighted average price for 51,448 shares sold
RSUs exercised 138,888 RSUs Converted into Class A common stock
Shares held after 87,440 shares Direct Class A common stock holdings post-transactions
RSUs outstanding 277,778 RSUs Unvested restricted stock units after reported activity
Restricted Stock Unit ("RSU") financial
"Each Restricted Stock Unit ("RSU") represents a contingent right to receive one share"
weighted average price financial
"The price reported in Column 4 is a weighted average price."
Weighted average price is the average price of a security where each trade or component is counted according to its size, so bigger trades pull the average more than smaller ones. Think of it like calculating the average cost of a grocery haul where items you bought more of have greater influence on the final per-item cost. Investors use it to understand the true average price paid or received, judge execution quality, and compare trading performance against market movement.
withholding taxes financial
"effected solely with the intent to cover withholding taxes in connection with the vesting of RSUs"
Withholding taxes are amounts a payer or government takes out of payments — such as wages, interest, or dividends — before the recipient gets the money, functioning like a cashier keeping part of a bill to pay taxes on your behalf. For investors this matters because it reduces the cash they actually receive, affects net returns and yield calculations, and may require additional paperwork or treaty claims to recover or offset the withheld amount against final tax bills.
vesting financial
"in connection with the vesting of RSUs"
Vesting is the process by which you earn full ownership of something, like company stock or a retirement benefit, over time. It’s like earning the right to keep a gift piece by piece the longer you stay with a company, making sure employees stay committed before they receive all the benefits.
derivative exercise/conversion financial
"transaction_action": "derivative exercise/conversion""
Form 4 Insider Transactions: What Each Field Means →
SEC Form 4
FORM 4UNITED 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
Estimated average burden
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*
Kutsor George C
(Last)(First)(Middle)
C/O EVOLV TECHNOLOGIES HOLDINGS, INC.
500 TOTTEN POND ROAD, 4TH FLOOR
(Street)
WALTHAM MASSACHUSETTS 02451
(City)(State)(Zip)
UNITED STATES
(Country)		2. Issuer Name and Ticker or Trading Symbol
Evolv Technologies Holdings, Inc. [ EVLV ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director10% Owner
XOfficer (give title below)Other (specify below)
Chief Financial Officer
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
05/01/2026		6. Individual or Joint/Group Filing (Check Applicable Line)
XForm filed by One Reporting Person
Form filed by More than One Reporting Person
4. If Amendment, Date of Original Filed (Month/Day/Year)

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)
CodeVAmount(A) or (D)Price
Class A Common Stock05/01/2026M138,888A$0138,888D
Class A Common Stock05/04/2026S51,448(1)D$7.27(2)87,440D
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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Restricted Stock Units(3)05/01/2026M138,888 (4) (3)Class A Common Stock138,888$0277,778D
Explanation of Responses:
1. The sale reported in the Form 4 was effected solely with the intent to cover withholding taxes in connection with the vesting of RSUs.
2. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions. 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.
3. 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.
4. The RSUs vest in three equal tranches on the first, second, and third anniversaries of the grant date, subject to the Reporting Person's continued employment with the Company through each vesting date.
Remarks:
/s/ Rachel Roy, Attorney-in-fact for George Kutsor05/05/2026
** Signature of Reporting PersonDate
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.
* Form 4: SEC 1474 (03-26)

Source: View Original Filing on SEC EDGAR

FAQ

What insider transactions did EVLV’s CFO report on this Form 4?

The CFO reported exercising 138,888 RSUs into Class A common stock and selling 51,448 shares at a weighted average price of $7.27 per share, with the sale linked to tax withholding on vested RSUs.

Why did EVLV CFO George C. Kutsor sell 51,448 shares?

The filing states the 51,448-share sale was effected solely to cover withholding taxes related to the vesting of restricted stock units. This frames the sale as a tax-management step tied to compensation, not a discretionary reduction of his equity position.

How many Evolv Technologies shares does the CFO hold after these transactions?

After the reported transactions, the CFO directly holds 87,440 shares of Evolv Technologies Class A common stock. This reflects his position following the RSU conversion of 138,888 shares and the tax-related sale of 51,448 shares disclosed in the Form 4.

What are the terms of the RSUs reported by EVLV’s CFO?

Each RSU represents a contingent right to receive one share of Evolv’s Class A common stock and has no expiration date. The RSUs vest in three equal tranches on the first, second, and third anniversaries of the grant date, subject to continued employment.

How many RSUs does the EVLV CFO hold after the reported transactions?

Following the reported activity, the CFO holds 277,778 RSUs. These restricted stock units vest in three equal annual installments on each of the first three anniversaries of the grant date, conditioned on his continued employment with Evolv Technologies Holdings.

What does the weighted average sale price mean in the EVLV Form 4?

The Form 4 lists a $7.27 weighted average price for the 51,448 shares sold, noting they were executed in multiple transactions at different prices. The insider undertakes to provide full details on the number of shares sold at each separate price upon request.