Evolv's Chief Innovation Officer Relinquishes Control of $2.26M Share Block

Rhea-AI Filing Summary

Michael Ellenbogen, Founder & Chief Innovation Officer and Director of Evolv Technologies Holdings, reported significant changes in beneficial ownership on June 23, 2025. The key transaction involved the transfer of investment control of 2,259,987 shares of Class A Common Stock previously held by E Ventures Trust to an independent investment advisor.

Following this transaction, Ellenbogen's holdings include:

• 2,083,961 shares held directly
• 151,135 shares held indirectly through Family Horizon Trust

The transfer of investment control means Ellenbogen no longer has beneficial ownership of the E Ventures Trust shares and will not include them in future Section 16 reports. This represents a significant change in his control over company shares while maintaining his executive and board positions.

Positive

• None.

Negative

• Founder & Chief Innovation Officer Michael Ellenbogen transferred investment control of 2,259,987 shares (held in E Ventures Trust) to an independent investment advisor, reducing his direct influence over a significant portion of his holdings

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^*

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
X	Officer (give title below)		Other (specify below)
	Founder & Chief Innovation Ofc

3. Date of Earliest Transaction (Month/Day/Year)
06/23/2025

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	06/23/2025		J(1)		2,259,987	D	$0	0	I	Held by E Ventures Trust
Class A Common Stock								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

Explanation of Responses:

1. Reflects shares of the Company's common stock held by the E Ventures Trust dated September 12, 2019. The Reporting Person held investment control over all shares held by such trusts until June 23, 2025, on which date investment control over such trust was transferred to an independent investment advisor. As a result, the Reporting Person no longer has beneficial ownership of such shares and the shares will not be included in the Reporting Person's future Section 16 reports.

Remarks:

	/s/ Rachel Roy, Attorney-in-fact for Michael Ellenbogen	06/25/2025
	** 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.

FAQ

What insider transaction did EVLV's Michael Ellenbogen report on June 23, 2025?

Michael Ellenbogen, Founder & Chief Innovation Officer of EVLV, reported transferring investment control of 2,259,987 shares of Class A Common Stock held by E Ventures Trust to an independent investment advisor, effectively ending his beneficial ownership of these shares.

How many EVLV shares does Michael Ellenbogen directly own after the June 2025 transaction?

After the reported transaction, Michael Ellenbogen directly owns 2,083,961 shares of EVLV Class A Common Stock.

What positions does Michael Ellenbogen hold at EVLV as of June 2025?

Michael Ellenbogen serves in dual roles at EVLV as both a Director and the Founder & Chief Innovation Officer of the company.

What indirect EVLV stock ownership does Michael Ellenbogen maintain through trusts?

After the transaction, Michael Ellenbogen indirectly owns 151,135 shares through the Family Horizon Trust. He no longer has beneficial ownership of the 2,259,987 shares in E Ventures Trust following the transfer of investment control.