[Form 4] Evolv Technologies Holdings, Inc. Insider Trading Activity

Rhea-AI Filing Summary

Kedzierski John reported acquisition or exercise transactions in this Form 4 filing.

Evolv Technologies Holdings President & CEO John Kedzierski received a grant of 373,831 Restricted Stock Units, each representing one share of Class A common stock at no cash cost. The RSUs vest in three equal annual installments beginning on March 2, 2027, and have no expiration date.

Insights

Executive compensation analyst

CEO receives large time-vested RSU award aligning pay with long-term share performance.

The President & CEO of Evolv Technologies Holdings, John Kedzierski, was granted 373,831 Restricted Stock Units at a stated price of $0.0000 per unit. Each RSU represents a contingent right to one share of Class A common stock, so this is equity-based compensation rather than an open-market share purchase.

The RSUs vest in three equal annual installments starting on March 2, 2027, creating a multi-year retention and performance alignment mechanism. Because the units have no expiration date, the realized value will depend on future company share price and the CEO’s continued service through each vesting date.

This award increases the CEO’s potential equity stake and ties a portion of his compensation to long-term shareholder outcomes. Subsequent company filings detailing total shares outstanding and broader compensation structure will provide additional context on how significant this grant is relative to overall ownership.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider Kedzierski John

Role President & CEO

Type	Security	Shares	Price	Value
Grant/Award	Restricted Stock Units	373,831	$0.00	--

Holdings After Transaction: Restricted Stock Units — 373,831 shares (Direct)

Footnotes (1)

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

Form 4 Insider Transactions: What Each Field Means →

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).

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^*

Kedzierski John

(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
X	Officer (give title below)		Other (specify below)
	President & CEO

3. Date of Earliest Transaction (Month/Day/Year)
03/02/2026

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

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)	03/02/2026		A		373,831		(2)	(1)	Class A Common Stock	373,831	$0	373,831	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 vest in three equal annual installments commencing on March 2, 2027.

Remarks:

	/s/ Rachel Roy, Attorney-in-fact for John Kedzierski	03/04/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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