Evolv Technologies Holdings (EVLV) director sells 80,745 shares in planned trade

Rhea-AI Filing Summary

Evolv Technologies Holdings, Inc. director Michael Ellenbogen exercised a stock option for 80,745 shares on February 17, 2026, converting options at an exercise price of $0.24 per share into Class A common stock. The same day, he sold 80,745 Class A shares in an open-market transaction at a weighted average price of $5.47 per share, with individual trades ranging from $5.39 to $5.65, under a pre-arranged Rule 10b5-1 trading plan entered into on June 12, 2025. Following these transactions, he directly owned 2,083,961 Class A shares and indirectly held 151,135 shares through 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)
02/17/2026

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	02/17/2026		M		80,745	A	$0.24	2,164,706	D
Class A Common Stock	02/17/2026		S(1)		80,745	D	$5.47(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	02/17/2026		M			80,745	(3)	09/13/2027	Class A Common Stock	80,745	$0	1,219,994	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 $5.39 to $5.65. 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	02/18/2026
	** 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 did EVLV director Michael Ellenbogen report in this Form 4?

Michael Ellenbogen reported an option exercise for 80,745 shares of Evolv Technologies Class A common stock and the same-day sale of 80,745 shares. These transactions changed his direct and indirect ownership positions as detailed in the filing.

How many Evolv Technologies (EVLV) shares did the director sell and at what price?

He sold 80,745 shares of Class A common stock at a weighted average price of $5.47 per share, with individual sale prices ranging from $5.39 to $5.65, according to the Form 4 footnote disclosure.

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

Yes. The Form 4 states the sales were effected under a Rule 10b5-1 trading plan that Michael Ellenbogen entered into on June 12, 2025, indicating the transactions were pre-arranged rather than discretionary trades made on the transaction date.

What is Michael Ellenbogen’s Evolv Technologies (EVLV) ownership after these transactions?

After the reported transactions, he directly owned 2,083,961 shares of Class A common stock and indirectly held 151,135 shares through Family Horizon Trust, reflecting both the option exercise and subsequent sale recorded in the Form 4.