Anil Chitkara - Mar 1, 2025 Form 4 Insider Report for Evolv Technologies Holdings, Inc. (EVLV)

Role: Founder & Chief Growth Officer
Signature: /s/ Rachel Roy, Attorney-in-fact for Anil Chitkara
Stock symbol: EVLV
Transactions as of: Mar 1, 2025
Transactions value $: -$238,088
Form type: 4
Date filed: 3/4/2025, 04:09 PM
Previous filing: Apr 2, 2024
SEC: View on sec.gov

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	EVLV	Class A Common Stock	Options Exercise	$0	+47.8K	+3.98%	$0.00	1.25M	Mar 1, 2025	Direct
transaction	EVLV	Class A Common Stock	Options Exercise	$0	+53.4K	+4.28%	$0.00	1.3M	Mar 1, 2025	Direct
transaction	EVLV	Class A Common Stock	Options Exercise	$0	+45.9K	+3.53%	$0.00	1.35M	Mar 1, 2025	Direct
transaction	EVLV	Class A Common Stock	Sale	-$238K	-72.1K	-5.36%	$3.30	1.28M	Mar 3, 2025	Direct	F1, F2

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Underlying Class	Amount	Exercise Price	Ownership	Footnotes
transaction	EVLV	Restricted Stock Units	Options Exercise	$0	-47.8K	-100%	$0.00	0	Mar 1, 2025	Class A Common Stock	47.8K		Direct	F3, F4
transaction	EVLV	Restricted Stock Units	Options Exercise	$0	-53.4K	-49.99%	$0.00	53.4K	Mar 1, 2025	Class A Common Stock	53.4K		Direct	F3, F5
transaction	EVLV	Restricted Stock Units	Options Exercise	$0	-45.9K	-33.33%	$0.00	91.8K	Mar 1, 2025	Class A Common Stock	45.9K		Direct	F3, F6
transaction	EVLV	Restricted Stock Units	Award	$0	+114K		$0.00	114K	Mar 3, 2025	Class A Common Stock	114K		Direct	F3, F7
transaction	EVLV	Restricted Stock Units	Award	$0	+85.2K		$0.00	85.2K	Mar 3, 2025	Class A Common Stock	85.2K		Direct	F3, F8

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	The sale reported in the Form 4 was effected solely with the intent to cover withholding taxes in connection with the vesting of RSUs.
F2	The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $3.27 to $3.30. 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.
F3	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.
F4	The RSUs vest in three equal annual installments commencing on March 1, 2023.
F5	The RSUs vest in three equal annual installments commencing on March 1, 2024.
F6	The RSUs vest in three equal annual installments commencing on March 1, 2025.
F7	The RSUs vest in three equal tranches on the first, second, and third anniversaries of the grant date, subject to the Reporting Person's continued employment with the Company through each vesting date.
F8	The RSUs vest based on the achievement of certain specified Company stock price goals during a three-year performance period, subject to the Reporting Person's continuous employment with the Company through the date that the Board of Directors or Compensation Committee, as applicable, certifies the total number of RSUs earned.