EVLV director sells 80,745 shares after option exercise at $0.24

Evolv Technologies Holdings (EVLV) reported a director’s Form 4 for transactions on 10/15/2025.

Rhea-AI Filing Summary

Evolv Technologies Holdings (EVLV) reported a director’s Form 4 for transactions on 10/15/2025. The insider exercised 80,745 stock options at $0.24 and then sold 80,745 Class A shares at a $8.26 weighted average, with sales executed between $8.03 and $8.54, pursuant to a Rule 10b5-1 plan entered on June 12, 2025.

Following the transactions, the insider beneficially owned 2,083,961 shares directly and 151,135 shares indirectly (held by Family Horizon Trust), and held 1,542,974 derivative securities (stock options).

Insider Trade Summary

Exercise and Sale: 80,745 shares ($648K approx. pre-tax spread)

Exercise and Sale 4 txns

Insider Ellenbogen Michael

Role Director

Sold 80,745 shs ($667K)

Approx. gross sale proceeds $667K

Approx. exercise cost $19K

Approx. pre-tax spread $648K

Type	Security	Shares	Price	Value
Exercise	Stock Option (Right to Buy)	80,745	$0.00	$0.00
Exercise	Class A Common Stock	80,745	$0.24	$19K
Sale	Class A Common Stock	80,745	$8.26	$667K
holding	Class A Common Stock	--	--	--

Holdings After Transaction: Stock Option (Right to Buy) — 1,542,974 contracts (Direct); Class A Common Stock — 2,083,961 shares (Direct); Class A Common Stock — 151,135 shares (Indirect, Held by Family Horizon Trust)

Footnotes (3)

1. F1. The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan entered into on June 12, 2025.
2. F2. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $8.03 to $8.54. 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. F3. The option vested and became exercisable as to 25% on January 31, 2018 and vested in 36 equal monthly installments thereafter.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What did EVLV’s insider do on 10/15/2025?

They exercised 80,745 stock options at $0.24 and sold 80,745 Class A shares at a $8.26 weighted average price.

Was the EVLV sale under a Rule 10b5-1 plan?

Yes. The sales were effected under a Rule 10b5-1 trading plan entered on June 12, 2025.

What price range were the EVLV shares sold at?

Multiple trades occurred between $8.03 and $8.54; the weighted average was $8.26.

How many EVLV shares does the insider own after the transactions?

Beneficial ownership was 2,083,961 shares directly and 151,135 shares indirectly (held by Family Horizon Trust).

What derivative holdings remain after the EVLV transactions?

The insider held 1,542,974 derivative securities (stock options) following the reported transactions.

What do the transaction codes mean in this EVLV Form 4?

Code M indicates an option exercise; code S indicates an open-market sale, as shown in the filing.

What role does the reporting person have at EVLV?

The reporting person is listed as a Director.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 10/17/2025 - 04:52 PM EDT Learn about SEC filing dates

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
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).

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)
10/15/2025

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	10/15/2025		M		80,745	A	$0.24	2,164,706	D
Class A Common Stock	10/15/2025		S(1)		80,745	D	$8.26(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	10/15/2025		M			80,745	(3)	09/13/2027	Class A Common Stock	80,745	$0	1,542,974	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 $8.03 to $8.54. 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	10/16/2025
	** 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.