EVLV Filing: Richard Shapiro Reports New 27K RSU Grant, No Sales

Rhea-AI Filing Summary

Evolv Technologies Holdings (NASDAQ: EVLV) filed a Form 4 detailing routine equity movements by director Richard A. Shapiro. On June 19 2025 he acquired 12,515 Class A shares at $0 when a prior restricted stock unit (RSU) award vested. A day later, on June 20 2025, he received a new grant of 27,050 RSUs that will vest in full on the earlier of June 20 2026 or the day before the next annual meeting. Following these transactions Shapiro now holds 22,515 shares directly, plus indirect interests—30,000 shares held by his spouse, 15,000 in a trust, and 7,600 in a spouse retirement plan—for a combined indirect total of 52,600 shares. No shares were sold, and the transactions represent standard non-employee director compensation rather than open-market purchases or sales.

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^*

Shapiro Richard A

(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
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
02/03/2025

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	06/19/2025		M		12,515	A	$0	22,515	D
Class A Common Stock								30,000	I	Held by spouse
Class A Common Stock								15,000	I	Held by a trust(1)
Class A Common Stock								7,600	I	Held by spouse in a retirement plan

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	(2)	02/03/2025		A		12,515(3)		(4)	(2)	Class A Common Stock	12,515	$0	12,515	D
Restricted Stock Units	(2)	06/19/2025		M			12,515	(4)	(2)	Class A Common Stock	12,515	$0	0	D
Restricted Stock Units	(2)	06/20/2025		A		27,050		(5)	(2)	Class A Common Stock	27,050	$0	27,050	D

Explanation of Responses:

1. Held by a trust for which the reporting person has voting and dispositive power over the share-based assets of the trust.

2. 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.

3. The RSUs were automatically and effectively made on February 3, 2025, pursuant to Evolv's Non-Employee Director Compensation Policy upon the Reporting Person's appointment to the Board. Due to an administrative error, the issuance and the Form 4 were delayed. The Reporting Person did not sell or otherwise transfer any of these shares prior to this filing.

4. The RSUs vested in full on June 19, 2025.

5. The RSUs will vest in full at the earlier of June 20, 2026 or the day immediately preceding the Issuer's next annual meeting date.

Remarks:

	/s/ Rachel Roy, Attorney-in-fact for Richard Shapiro	06/24/2025
	** 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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FAQ

What insider transactions did EVLV director Richard Shapiro report?

The Form 4 shows he received 12,515 shares on June 19 2025 via RSU vesting and a new 27,050-unit RSU grant on June 20 2025; no shares were sold.