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

Role
Founder & Chief Innovation Ofc, Director
Signature
/s/ Rachel Roy, Attorney-in-fact for Michael Ellenbogen
Stock symbol
EVLV
Transactions as of
Mar 1, 2025
Transactions value $
-$185,668
Form type
4
Date filed
3/4/2025, 04:11 PM
Previous filing
Mar 6, 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 +2.43% $0.00 2.02M Mar 1, 2025 Direct
transaction EVLV Class A Common Stock Options Exercise $0 +66.8K +3.31% $0.00 2.08M Mar 1, 2025 Direct
transaction EVLV Class A Common Stock Options Exercise $0 +57.4K +2.76% $0.00 2.14M Mar 1, 2025 Direct
transaction EVLV Class A Common Stock Sale -$186K -56.3K -2.63% $3.30 2.08M Mar 3, 2025 Direct F1, F2
holding EVLV Class A Common Stock 151K Mar 1, 2025 Held by Family Horizon Trust
holding EVLV Class A Common Stock 2.26M Mar 1, 2025 Held by E Ventures Trust

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 -66.8K -49.99% $0.00 66.8K Mar 1, 2025 Class A Common Stock 66.8K Direct F3, F5
transaction EVLV Restricted Stock Units Options Exercise $0 -57.4K -33.33% $0.00 115K Mar 1, 2025 Class A Common Stock 57.4K Direct F3, F6
transaction EVLV Restricted Stock Units Award $0 +152K $0.00 152K Mar 3, 2025 Class A Common Stock 152K Direct F3, F7
transaction EVLV Restricted Stock Units Award $0 +114K $0.00 114K Mar 3, 2025 Class A Common Stock 114K 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.