Evolv Technologies (EVLV) founder sells 63,670 shares to cover taxes

Rhea-AI Filing Summary

Evolv Technologies Holdings founder and Chief Growth Officer Anil Chitkara reported multiple equity transactions. He received a grant of 46,728 Restricted Stock Units (RSUs) on March 2, 2026, which vest in three equal annual installments commencing on March 2, 2027.

On March 1, 2026, he exercised several RSU awards, converting 53,430, 45,913 and 37,878 RSUs into an equal number of Class A common shares at no cost. He then sold 63,670 Class A shares at a weighted average price of $5.19 per share, in transactions ranging from $5.19 to $5.30.

According to the disclosure, this sale was effected solely to cover withholding taxes related to RSU vesting. After the transactions, he directly owned 1,348,651 Class A common shares and continued to hold additional unvested RSUs subject to multi-year vesting schedules.

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

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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^*

Chitkara Anil

(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)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Founder & Chief Growth Officer

3. Date of Earliest Transaction (Month/Day/Year)
03/01/2026

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	03/01/2026		M		53,430	A	$0	1,328,530	D
Class A Common Stock	03/01/2026		M		45,913	A	$0	1,374,443	D
Class A Common Stock	03/01/2026		M		37,878	A	$0	1,412,321	D
Class A Common Stock	03/02/2026		S		63,670(1)	D	$5.19(2)	1,348,651	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	(3)	03/01/2026		M			53,430	(4)	(3)	Class A Common Stock	53,430	$0	0	D
Restricted Stock Units	(3)	03/01/2026		M			45,913	(5)	(3)	Class A Common Stock	45,913	$0	45,915	D
Restricted Stock Units	(3)	03/01/2026		M			37,878	(6)	(3)	Class A Common Stock	37,878	$0	75,758	D
Restricted Stock Units	(3)	03/02/2026		A		46,728		(7)	(3)	Class A Common Stock	46,728	$0	46,728	D

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 at prices ranging from $5.19 to $5.30. 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. 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 annual installments commencing on March 1, 2024.

5. The RSUs vest in three equal annual installments commencing on March 1, 2025.

6. The RSUs vest in three equal annual installments commencing on March 1, 2026.

7. The RSUs vest in three equal annual installments commencing on March 2, 2027.

Remarks:

	/s/ Rachel Roy, Attorney-in-fact for Anil Chitkara	03/03/2026
	** 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).
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FAQ

What did Evolv Technologies (EVLV) executive Anil Chitkara report in this Form 4?

Anil Chitkara reported RSU grants, RSU exercises and a share sale. He received 46,728 new RSUs, exercised several prior RSU awards into Class A shares, then sold 63,670 shares mainly to cover tax withholding.

How many Evolv Technologies (EVLV) shares did Anil Chitkara sell and at what price?

He sold 63,670 Class A common shares at a weighted average price of $5.19. The transactions occurred in a price range between $5.19 and $5.30 per share, as disclosed in the footnotes.

Why did Anil Chitkara sell Evolv Technologies (EVLV) shares in this filing?

The filing states the sale was solely to cover withholding taxes from RSU vesting. This means shares were sold to satisfy tax obligations triggered when previously granted RSUs converted into Class A common stock.

What new equity award did Anil Chitkara receive from Evolv Technologies (EVLV)?

He received a grant of 46,728 Restricted Stock Units on March 2, 2026. These RSUs each represent a right to one share of Class A common stock and vest in three equal annual installments starting March 2, 2027.

How many Evolv Technologies (EVLV) shares does Anil Chitkara own after these transactions?

After completing the reported trades, he directly owned 1,348,651 shares of Evolv Technologies Class A common stock. In addition, he holds various RSU awards that vest in equal annual installments over future years.

How do the RSUs in this Evolv Technologies (EVLV) Form 4 vest over time?

The RSUs vest in three equal annual installments tied to specific start dates. Different grants begin vesting on March 1, 2024, March 1, 2025, March 1, 2026, and March 2, 2027, providing staggered multi-year equity compensation.