Evolv Technologies Holdings, Inc. — Director's Dealing 2024

Aug 26, 2024

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Evolv Technologies Holdings, Inc. (EVLV)
CIK: 0001805385
Period of Report: 2024-08-22

Reporting Person: Charlton Kevin M. (Director)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2024-08-22	Put Option (obligation to buy)	$	J	215800	Disposed	2026-07-16	Class A Common Stock (215800)	Direct

Footnotes

F1: On August 22, 2024, the Reporting Person entered into an amended and restated secured promissory note (the "Note") with NewHold Enterprises LLC (the "Borrower"), which amended and restated the terms of a secured promissory note issued by the Borrower to the Reporting Person on April 20, 2022, pursuant to which the Reporting Person loaned the Borrower $300,000. The Borrower has agreed to satisfy its repayment obligations under the Note by delivering to the Reporting Person 215,800 shares of Class A Common Stock on July 16, 2026, or earlier in the event of a Change of Control (as defined in the Letter Agreement referenced below), all of which shares are currently unvested.

F2: The Borrower also has the option to prepay the Note in cash at any time after February 28, 2025. In the event the shares of Class A Common Stock to be delivered by the Borrower under the Note have not vested on or prior to July 16, 2026 in accordance with the terms of that certain Letter Agreement, dated March 5, 2021, by and among NewHold Industrial Technology Holdings LLC, Evolv Technologies, Inc., NewHold Investment Corp. and certain other parties thereto, the Borrower's obligations under the Note, including without limitation its repayment obligations, shall automatically terminate and the Note shall have no further force or effect.