Evolv (EVLV) director nets RSU shares, sells some to cover taxes

Rhea-AI Filing Summary

Evolv Technologies Holdings director Michael Ellenbogen reported both RSU vesting and a small share sale. He sold 82,913 shares of Class A common stock in an open-market transaction at a weighted average price of $5.19 per share, with individual trades ranging from $5.19 to $5.29, solely to cover withholding taxes owed on vesting RSUs.

On the prior day, he exercised and converted 66,787, 57,392 and 50,505 Restricted Stock Units into the same number of Class A shares at no cost, reflecting scheduled vesting of RSU awards. Each RSU represents one share and has no expiration, vesting in three equal annual installments beginning on March 1 of 2024, 2025 and 2026, respectively.

After these transactions, Ellenbogen directly owns 2,175,732 shares of Evolv Class A common stock and also reports indirect ownership of 151,135 shares held by the Family Horizon Trust.

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
	Officer (give title below)		Other (specify below)

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		57,392	A	$0	2,141,353	D
Class A Common Stock	03/01/2026		M		50,505	A	$0	2,191,858	D
Class A Common Stock	03/01/2026		M		66,787	A	$0	2,258,645	D
Class A Common Stock	03/02/2026		S		82,913(1)	D	$5.19(2)	2,175,732	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
Restricted Stock Units	(3)	03/01/2026		M			66,787	(4)	(3)	Class A Common Stock	66,787	$0	0	D
Restricted Stock Units	(3)	03/01/2026		M			57,392	(5)	(3)	Class A Common Stock	57,392	$0	57,392	D
Restricted Stock Units	(3)	03/01/2026		M			50,505	(6)	(3)	Class A Common Stock	50,505	$0	101,010	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 $5.29. 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.

Remarks:

	/s/ Rachel Roy, Attorney-in-fact for Michael Ellenbogen	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).
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 did Evolv Technologies (EVLV) director Michael Ellenbogen report in this Form 4?

He reported RSU vesting and a related tax sale. Ellenbogen converted multiple Restricted Stock Units into Class A shares, then sold 82,913 shares in the open market to cover withholding taxes triggered by those RSU vesting events.

How many Evolv (EVLV) shares did Michael Ellenbogen sell and at what price?

He sold 82,913 shares of Class A common stock. The weighted average sale price was $5.19 per share, with individual trades executed in a price range between $5.19 and $5.29, according to the detailed pricing footnote in the filing.

Why did Michael Ellenbogen sell Evolv (EVLV) shares in this insider transaction?

The filing states the sale was made solely to cover withholding taxes from RSU vesting. When Restricted Stock Units vest, tax obligations arise, and insiders often sell a portion of shares received to satisfy those tax withholding requirements.

How many Evolv (EVLV) RSUs vested or were converted in this Form 4?

He exercised and converted three RSU blocks into common stock: 66,787 units, 57,392 units and 50,505 units. Each Restricted Stock Unit represents a contingent right to receive one share of Class A common stock at vesting, with no expiration date.

What is Michael Ellenbogen’s Evolv (EVLV) share ownership after these transactions?

After the reported RSU conversions and tax-related sale, he directly owns 2,175,732 shares of Evolv Class A common stock. He also reports indirect ownership of 151,135 additional shares held by the Family Horizon Trust associated with him.

How do the Evolv (EVLV) RSUs reported here vest over time?

The RSUs vest in three equal annual installments. One grant vests starting March 1, 2024, another starting March 1, 2025, and a third starting March 1, 2026, creating a staggered vesting schedule across several years for the director.