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Evolv Technologies director forfeits 67,500 founder shares

After the cancellation, the director's reported position included 291,510 directly held Class A shares and 44,081 shares held indirectly through an IRA.

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Form Type
4

Rhea-AI Filing Summary

Evolv Technologies Holdings, Inc. (EVLV) director Kevin M. Charlton reported that 67,500 unvested founder shares were automatically forfeited and cancelled for no consideration on July 16, 2026, because applicable vesting conditions were not satisfied. Afterward, he held 291,510 Class A common shares directly and 44,081 shares indirectly through an IRA.

Insider Charlton Kevin M.
Role Director
Type Security Shares Price Value
Disposition Class A Common Stock F1 67,500 $0.00 $0.00
holding Class A Common Stock -- -- --
Holdings After Transaction: Class A Common Stock — 291,510 shares (Direct); Class A Common Stock — 44,081 shares (Indirect, By IRA)
Footnotes (1)
  1. F1. Represents unvested founder shares that were automatically forfeited and cancelled for no consideration on July 16, 2026 because the applicable vesting conditions were not satisfied.
Shares forfeited and cancelled 67,500 shares Unvested founder shares; July 16, 2026
Direct Class A common shares held 291,510 shares Following the July 16, 2026 transaction
Shares held indirectly through an IRA 44,081 shares Following the July 16, 2026 transaction
unvested founder shares technical
"unvested founder shares"
vesting conditions technical
"applicable vesting conditions were not satisfied"
Vesting conditions are the rules that determine when someone earning company stock or stock options actually gains the right to keep or sell them, typically based on staying with the company for a set time or meeting performance targets. Think of it like keys that unlock gradually — some unlock by calendar date, others only after agreed milestones. Investors care because vesting shapes management incentives, the timing of share sales, and the number of shares that can enter the market, which can affect a company's valuation and ownership mix.
forfeited and cancelled technical
"automatically forfeited and cancelled"

FAQ

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

How many EVLV shares did director Kevin M. Charlton forfeit?

Kevin M. Charlton had 67,500 unvested founder shares automatically forfeited and cancelled for no consideration on July 16, 2026, because applicable vesting conditions were not satisfied.

How many EVLV shares did Kevin M. Charlton hold after the cancellation?

After the July 16, 2026 transaction, his reported position was 291,510 Class A common shares held directly and 44,081 shares held indirectly through an IRA.

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

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Learn about SEC filing dates
SEC Form 4
FORM 4UNITED 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*
Charlton Kevin M.

(Last)(First)(Middle)
C/O EVOLV TECHNOLOGIES HOLDINGS, INC.
500 TOTTEN POND ROAD, 4TH FLOOR

(Street)
WALTHAM MASSACHUSETTS 02451

(City)(State)(Zip)

UNITED STATES

(Country)
2. Issuer Name and Ticker or Trading Symbol
Evolv Technologies Holdings, Inc. [ EVLV ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
XDirector10% Owner
Officer (give title below)Other (specify below)
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
07/16/2026
6. Individual or Joint/Group Filing (Check Applicable Line)
XForm filed by One Reporting Person
Form filed by More than One Reporting Person
4. If Amendment, Date of Original Filed (Month/Day/Year)

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)
CodeVAmount(A) or (D)Price
Class A Common Stock07/16/2026D67,500(1)D$0291,510D
Class A Common Stock44,081IBy IRA
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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Explanation of Responses:
1. Represents unvested founder shares that were automatically forfeited and cancelled for no consideration on July 16, 2026 because the applicable vesting conditions were not satisfied.
Remarks:
/s/ Rachel Roy, Attorney-in-fact for Kevin Charlton10/06/2026
** Signature of Reporting PersonDate
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.
* Form 4: SEC 1474 (03-26)

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