Form 4: Evolv Technologies Founder Transfers Investment Control of Over 2.2 Million Shares to Independent Advisor

Michael Ellenbogen, Founder and Chief Innovation Officer of Evolv Technologies Holdings, Inc., has transferred investment control of 2,259,987 shares of Class A Common Stock held in a trust to an independent investment advisor, ceasing his beneficial ownership for Section 16 reporting purposes.

Summary

• Michael Ellenbogen, a Director, 10% Owner, and Founder & Chief Innovation Officer of Evolv Technologies Holdings, Inc. (EVLV), reported a change in beneficial ownership.
• On June 23, 2025, investment control over 2,259,987 shares of Class A Common Stock held by the E Ventures Trust dated September 12, 2019, was transferred to an independent investment advisor.
• As a result of this transfer, Mr. Ellenbogen no longer has beneficial ownership of these 2,259,987 shares and they will not be included in his future Section 16 reports.
• The transaction code 'J' and a price of $0 indicate this was a transfer of control, not a sale or acquisition for value.
• Following this reported transaction, Mr. Ellenbogen directly beneficially owns 2,083,961 shares of Class A Common Stock and indirectly owns 151,135 shares held by the Family Horizon Trust.

Sentiment

Score: 5

Explanation: The document reports a technical change in beneficial ownership by an insider, specifically a transfer of investment control to an independent advisor. This is a neutral event regarding the company's operational performance or financial health.

Future Outlook

The document does not contain any forward-looking statements or guidance regarding the company's future performance or operations.

Management Comments

• The reporting person held investment control over all shares held by the E Ventures Trust until June 23, 2025, on which date investment control over such trust was transferred to an independent investment advisor.
• As a result, the Reporting Person no longer has beneficial ownership of such shares and the shares will not be included in the Reporting Person's future Section 16 reports.

Industry Context

This Form 4 filing is a routine disclosure of a change in beneficial ownership by a company insider, common across all publicly traded industries. It reflects a technical change in how an executive's holdings are managed and reported, rather than a strategic industry move or financial performance indicator.

Related Party Transactions

• The transaction involves shares held by the E Ventures Trust, which was previously under the investment control of the reporting person, Michael Ellenbogen. The control was transferred to an independent investment advisor.

Stakeholder Impact

• Shareholders: The change in beneficial ownership reporting for a significant insider may be noted, but it does not directly impact the company's operations, financial performance, or share count. It's a change in control of existing shares, not a sale into the market.
• Employees, Customers, Suppliers, Creditors: No direct impact is indicated by this filing.

Next Steps

• The 2,259,987 shares transferred will no longer be included in Michael Ellenbogen's future Section 16 reports.

Key Dates

Keywords

Evolv Technologies, EVLV, Michael Ellenbogen, SEC Form 4, Beneficial Ownership, Insider Transaction, Investment Control, Trust Transfer, Corporate Governance