Filing Analysis
Evolv Technologies Holdings, Inc. announced its financial results for the fiscal quarter ended June 30, 2026. The filing serves as a formal announcement of quarterly earnings via an attached press release.
📋 Key Facts
- Report date: August 11, 2026
- Reporting period: Fiscal quarter ended June 30, 2026
- The company is listed on the Nasdaq Stock Market under ticker EVLV
- CEO John Kedzierski signed the report
Evolv Technologies Holdings, Inc. announced the preliminary approval of a settlement regarding several stockholder derivative claims in both federal and Delaware courts. The settlement resolves multiple litigations without requiring direct payment from the company, though it involves corporate governance enhancements.
🚩 Red Flags
- Resolution of multiple derivative lawsuits suggests significant past governance or fiduciary concerns.
📋 Key Facts
- The U.S. District Court for the District of Massachusetts preliminarily approved the settlement on August 6, 2026.
- Settlement covers consolidated stockholder derivative action (Master File No. 1:24-cv-12822-ADB) and Delaware Chancery cases (C.A. No. 2025-0266-MTZ and C.A. No. 2025-1121-MTZ).
- The Company will implement certain corporate governance enhancements as part of the agreement.
- No direct payment is required from the Company; plaintiffs' attorneys' fees ($1,275,000) are to be paid by the Company's insurers.
- Settlement resolves claims including a pre-suit litigation demand by stockholder Nicholas R. Ingrao.
Evolv Technologies Holdings, Inc. held its annual meeting of stockholders on June 18, 2026. The company successfully elected two Class II directors and received shareholder approval for executive compensation and the appointment of PricewaterhouseCoopers LLP as independent auditors.
🚩 Red Flags
- High number of 'Broker Non-Votes' (42,217,956 shares) across all items, which can impact voting outcomes in tight contests, though not critical here given the margins.
📋 Key Facts
- Annual Meeting held on June 18, 2026.
- Quorum represented 77.35% of Class A common stock outstanding (138,936,379 shares).
- Neil Glat and Richard Shapiro were elected as Class II directors to serve until the 2029 annual meeting.
- Shareholders approved advisory compensation for named executive officers (Say-on-Pay).
- PricewaterhouseCoopers LLP was ratified as the independent registered public accounting firm for the fiscal year ending December 31, 2026.
Evolv Technologies filed this 8-K to correct misreported revenue data on third-party market websites regarding its Q1 2026 results. The company confirmed its actual Q1 revenue and reaffirmed its raised full-year guidance originally reported on May 12, 2026.
📋 Key Facts
- Total revenue for Q1 2026 was $46.3 million, representing 45% year-over-year growth.
- Q1 2025 revenue was $32.0 million.
- The company raised its full-year 2026 total revenue guidance to a range of $175 million to $180 million.
- The filing was prompted by market data websites misreporting the company's financial results and guidance.
Evolv Technologies Holdings, Inc. announced its financial results for the fiscal quarter ended March 31, 2026. The results were released via a press release furnished as an exhibit to the filing.
📋 Key Facts
- The filing reports financial results for the first quarter of 2026.
- The report was filed on May 12, 2026, under Item 2.02 (Results of Operations and Financial Condition).
- John Kedzierski, the Chief Executive Officer, signed the filing.
- The press release is included as Exhibit 99.1.
Evolv Technologies Holdings, Inc. announced its financial results for the fiscal year ended December 31, 2025, via a press release on March 10, 2026.
📋 Key Facts
- The company reported financial results for the fiscal year ended December 31, 2025.
- The announcement was made on March 10, 2026, through a press release furnished as Exhibit 99.1.
- The filing was made under Item 2.02 (Results of Operations and Financial Condition).
- The report was signed by Chief Executive Officer John Kedzierski.
Evolv Technologies announced a change in its Board of Directors, including the resignation of Bilal Zuberi and the appointment of Henrik Kühl as a Class III director and Audit Committee member.
🚩 Red Flags
- None identified in this filing.
📋 Key Facts
- Bilal Zuberi resigned from the Board of Directors effective February 10, 2026.
- The resignation was not due to any disagreement with leadership or the Board.
- Henrik Kühl appointed to the Board and Audit Committee, effective February 12, 2026.
- Mr. Kühl is designated as an 'audit committee financial expert' per SEC regulations.
Evolv Technologies Holdings, Inc. filed an 8-K to announce its financial results for the fiscal quarter ended September 30, 2025.
📋 Key Facts
- Report date: November 13, 2025
- Reporting period: Fiscal quarter ended September 30, 2025
- The filing includes a press release as Exhibit 99.1 regarding results of operations and financial condition.
Evolv Technologies Holdings, Inc. announced its fiscal quarter results for the period ended June 30, 2025, and disclosed the upcoming resignation of Chief Innovation Officer Michael Ellenbogen from his executive role.
🚩 Red Flags
- None identified in this specific filing text (departure is amicable and includes board continuity).
📋 Key Facts
- The Company released financial results for the fiscal quarter ended June 30, 2025 (Item 2.02).
- Michael Ellenbogen will resign as Chief Innovation Officer effective September 5, 2025.
- Mr. Ellenbogen's resignation is attributed to new time commitments and not due to disagreements with the Company.
- Mr. Ellenbogen will remain on the Board of Directors as a non-employee director.
Evolv Technologies, Inc. entered into a senior secured credit agreement with MidCap Financial Trust providing for up to $75 million in total facilities, including term loans and a revolving facility. The debt is secured by a first lien on substantially all assets of the Borrower and the Company.
🚩 Red Flags
- High-level security: The debt is secured by a first lien on substantially all assets of the company and its subsidiary.
- Restrictive covenants: Includes EBITDA and ARR requirements which could trigger defaults if growth slows or profitability lags.
- Liquidity covenant exception: A minimum liquidity covenant exists but is subject to resolution of 'certain litigation and regulatory matters,' suggesting ongoing legal/regulatory risks.
📋 Key Facts
- Total potential borrowing capacity: $75 million ($30M initial term loan, $30M delayed draw, $15M revolving).
- Term length: 5 years for all facilities.
- Interest rate: Fluctuating (Term SOFR + margin of 4.00% to 5.25%, or Base Rate + 4.00% to 4.25%).
- Security: First lien on substantially all assets of the Borrower and the Company.
- Covenants include minimum annual recurring revenue (ARR), minimum EBITDA (starting in year 2), and a minimum liquidity covenant.
- Proceeds are designated for general corporate purposes.
Evolv Technologies filed a post-effective amendment to its shelf registration statement, transitioning from Form S-3 to Form S-1. This change was necessitated because a recently completed financial restatement rendered the previous S-3 registration statement ineffective.
🚩 Red Flags
- Financial restatement occurred, which invalidated the existing S-3 shelf registration.
- Transition from S-3 to S-1 often indicates a period of heightened regulatory scrutiny or inability to use the streamlined S-3 process due to non-compliance/restatements.
📋 Key Facts
- Filed a post-effective amendment on July 1, 2025.
- Changed registration form from Form S-3 to Form S-1.
- The change was triggered by a recently completed restatement of financial results.
- The filing covers resales of previously issued securities and the exercise of certain warrants.
Evolv Technologies Holdings, Inc. held its annual meeting of stockholders on June 20, 2025. The company reported the election of four Class I directors and the approval of executive compensation and auditor ratification.
📋 Key Facts
- Annual meeting held on June 20, 2025.
- Total shares present/represented: 118,376,148 (approx. 72.41% of Class A common stock outstanding).
- Four directors elected to serve until the 2028 annual meeting: Kevin Charlton, John Kedzierski, Kimberly Sheehy, and Bilal Zuberi.
- Advisory (non-binding) vote on executive compensation was approved with 79,961,618 votes FOR.
- Ratification of PricewaterhouseCoopers LLP as independent registered public accounting firm for the year ending December 31, 2025, was approved.
Evolv Technologies Holdings, Inc. filed an 8-K to announce its financial results for the fiscal quarter ended March 31, 2025.
📋 Key Facts
- Report date: May 20, 2025
- Reporting period: Fiscal quarter ended March 31, 2025
- The filing includes a press release as Exhibit 99.1 regarding results of operations and financial condition.
Evolv Technologies Holdings, Inc. has filed a Form 8-K announcing the restatement of historical financial statements for the fiscal quarter ended September 30, 2024, and the fiscal year ended December 31, 2024.
🚩 Red Flags
- Restatement of historical financial statements (Item 4.02 context).
- Potential loss of investor confidence due to inaccuracies in previously issued 10-K and 10-Q filings.
📋 Key Facts
- Restatement of quarterly report on Form 10-Q for the period ended September 30, 2024.
- Restatement of annual report on Form 10-K for the fiscal year ended December 31, 2024.
- The company simultaneously announced financial results for the quarter and year ended December 31, 2024.
Evolv Technologies Holdings, Inc. announced the appointment of George C. Kutsor as Chief Financial Officer, effective one business day after the filing of the company's 2024 Form 10-K. He will succeed Dave Rawden, who has been serving as Interim CFO since November 2024.
🚩 Red Flags
- The appointment is contingent upon the filing of the 2024 Form 10-K, which may indicate a delay in financial reporting or a transition period during audit completion.
📋 Key Facts
- George C. Kutsor appointed CFO, effective following the release of the FY2024 10-K.
- Dave Rawden (AlixPartners LLP) to step down from interim role upon Kutsor's arrival.
- Kutsor's compensation includes a $425,000 base salary and a target bonus of 75% of base salary.
- Equity awards include $1.75M in performance-based RSUs (MSUs) and $1.75M in time-based RSUs, totaling $3.5M in aggregate fair market value.
- Kutsor brings significant experience from Kin + Carta PLC and Motorola Solutions, Inc.
Evolv Technologies received a notice from Nasdaq for non-compliance with listing rules due to the delayed filing of its Annual Report on Form 10-K for the period ended December 31, 2024. The company is currently working to resolve delinquent filings and expects to be current by May 19, 2025.
🚩 Red Flags
- Delisting risk: Failure to file required periodic reports (10-K and 10-Q) puts the company at risk of being delisted from Nasdaq.
- Repeated compliance issues: The company is already under a previous notice regarding its September 30, 2024, Quarterly Report.
- Tight timeline: The company has until May 19, 2025, to resolve all delinquent filings or face potential delisting actions.
📋 Key Facts
- Received Nasdaq notice of non-compliance with Listing Rule 5250(c)(1) on April 16, 2025.
- Non-compliance is due to the delayed filing of the Annual Report for the period ended December 31, 2024.
- The company previously submitted a compliance plan regarding a prior notice for its September 30, 2024, Quarterly Report.
- Nasdaq requires an updated compliance plan by May 1, 2025.
- Current deadline to regain compliance via Nasdaq exception is May 19, 2025.
Evolv Technologies Holdings, Inc. announced the appointment of Richard Shapiro to its Board of Directors and Audit Committee, effective February 3, 2025. The move includes a reshuffle in the Audit Committee as Kevin Charlton steps down from that specific committee while remaining on the Compensation and Investment Committees.
🚩 Red Flags
- None identified in this filing.
📋 Key Facts
- Richard Shapiro appointed as Class II director effective Feb 3, 2025.
- Shapiro appointed to the Audit Committee as an 'audit committee financial expert'.
- Kevin Charlton stepped down from the Audit Committee but remains on Compensation and Investment Committees.
- Shapiro was recommended by a stockholder during a recent engagement campaign.
- Shapiro is the Founder/CIO of Ridge Run Partners LLC with significant experience at Millennium Management and Wexford Capital.
Evolv Technologies announced a leadership transition involving the departure of Chief Commercial Officer Jay Muelhoefer and the appointment of Robert Marshall as the new Chief Revenue Officer. The changes are part of a restructuring of executive responsibilities effective in early February 2025.
🚩 Red Flags
- Departure of a C-suite officer (CCO) often signals internal restructuring or strategic shifts.
📋 Key Facts
- Jay Muelhoefer will depart as Chief Commercial Officer, effective February 7, 2025.
- Mr. Muelhoefer is eligible for severance and benefits subject to a release of claims.
- Robert Marshall hired as new Chief Revenue Officer, effective February 3, 2025.
- Robert Marshall previously served as COO at Mobile Communications America.
Evolv Technologies is undergoing a significant restructuring involving a 14% workforce reduction (40 employees) to achieve $9 million in annualized cash savings. Additionally, the company disclosed pending restatements and regulatory matters alongside business updates for Q3 2024.
🚩 Red Flags
- Pending restatement of financial results (highly critical for micro-cap credibility).
- Mention of 'other regulatory matters' which may imply SEC or other agency scrutiny.
- Significant workforce reduction (14%) indicating a need to preserve cash/liquidity.
- Multiple material items in a single filing (Restatement, RIF, and Regulatory issues).
📋 Key Facts
- Reduction in force (RIF) affecting approximately 14% of the workforce (40 employees).
- Expected pre-tax charges of ~$2.3 million related to the RIF, primarily occurring in Q1 2025.
- Projected annualized run rate cash savings of $9.0 million from the restructuring.
- The company is currently undergoing a 'pending restatement effort' and addressing 'other regulatory matters'.
- One-time severance obligations estimated at approximately $2.0 million.
Evolv Technologies Holdings, Inc. announced the resignation of Board member Merline Saintil, effective January 15, 2025. The company plans to fill her Audit Committee vacancy with Kevin Charlton on the same date.
📋 Key Facts
- Merline Saintil is resigning from the Board of Directors, effective January 15, 2025.
- The resignation is not due to any disagreement with Company operations, policies, or procedures.
- Kevin Charlton will be appointed to the Audit Committee to fill the vacancy created by Ms. Saintil's departure on January 15, 2025.
Evolv Technologies Holdings, Inc. announced the immediate resignation of Peter George from its Board of Directors, effective December 10, 2024.
📋 Key Facts
- Peter George resigned from the Board of Directors on December 10, 2024.
- The resignation was effective immediately upon notification to the Board.
Evolv Technologies has appointed John Kedzierski as the new President and CEO, effective December 16, 2024. He succeeds Michael Ellenbogen, who will transition to Chief Innovation Officer.
🚩 Red Flags
- Succession follows a period of interim leadership (Ellenbogen has been Interim CEO since Oct 30, 2024), indicating recent management instability.
📋 Key Facts
- John Kedzierski appointed President and CEO and Class I Board member, effective Dec 16, 2024.
- Kedzierski previously served as SVP of Global Enterprise Sales at Motorola Solutions, Inc.
- Compensation includes a $540,000 annual base salary and a target bonus equal to 100% of base salary starting in FY2025.
- Equity awards include 621,000 performance-based RSUs (MSUs) tied to stock price milestones and 621,000 time-based RSUs vesting over three years.
- Michael Ellenbogen will remain with the company as Chief Innovation Officer.
Evolv Technologies received a delinquency notice from Nasdaq due to the delayed filing of its 10-Q for the period ended September 30, 2024. The delay is attributed to an internal investigation into sales practices that impacted revenue recognition and other metrics.
🚩 Red Flags
- Delisting notice/Nasdaq non-compliance
- Internal investigation into sales practices
- Impact on revenue recognition and other financial metrics (potential restatement risk)
- Delayed periodic reporting
📋 Key Facts
- Received expected delinquency notification letter from Nasdaq on November 21, 2024.
- Non-compliance with Nasdaq Listing Rule 5250(c)(1) due to delayed Form 10-Q filing for the period ended September 30, 2024.
- The delay stems from an internal investigation into certain sales practices affecting revenue recognition and other metrics.
- Company must submit a plan of compliance by January 20, 2025.
- Potential extension to regain compliance until May 19, 2025, if a plan is accepted.
Evolv Technologies is undergoing a major leadership overhaul following an internal investigation that uncovered revenue recognition misconduct. The company's CFO has resigned, and the firm is working with AlixPartners to restate financial statements due to inaccurate revenue reporting between Q2 2022 and Q2 2024.
🚩 Red Flags
- Auditor/Officer change combined with restatement (CFO resignation + restatement requirement).
- Revenue recognition misconduct involving extra-contractual terms withheld from auditors and the Audit Committee.
- Active investigations by the SEC and the U.S. Attorney’s Office for the Southern District of New York.
- Material weaknesses in internal controls over financial reporting expected.
- Intentional concealment of information by certain company personnel.
📋 Key Facts
- CFO Mark Donohue resigned effective November 21, 2024; he will receive no severance.
- Dave Rawden from AlixPartners appointed as Interim CFO at a weekly fee of $50,000 plus expenses.
- Internal investigation found revenue was prematurely or incorrectly recognized between Q2 2022 and Q2 2024.
- Estimated impact of revenue recognition errors is approximately $4 million to $6 million (net basis).
- The company expects to report one or more material weaknesses in internal control over financial reporting.
- Four employees have already been terminated or resigned as a result of the investigation.
- The company has received a voluntary document request from the U.S. Attorney’s Office for the Southern District of New York.
Evolv Technologies Holdings, Inc. announced the termination of its President and CEO, Peter George, effective October 30, 2024. The Board has appointed co-founder Michael Ellenbogen as Interim President and CEO.
🚩 Red Flags
- Sudden departure of the Chief Executive Officer (CEO) creates leadership uncertainty.
- Appointment of an 'Interim' successor typically indicates a period of transition or lack of a permanent long-term succession plan.
- Potential for management instability following the termination of the top executive.
📋 Key Facts
- Peter George was terminated from his role as President and CEO without cause on October 30, 2024.
- Michael Ellenbogen (current Chief Innovation Officer) appointed as Interim President and CEO and principal executive officer.
- Interim CEO will receive an additional $25,000 per month for the duration of his service in this role.
- Terminated CEO is eligible for severance benefits subject to a release of claims.
Evolv Technologies is restating multiple years of financial statements (2022–2024) due to an internal investigation into misconduct and improper revenue recognition. The company's board has determined that previously issued financial statements can no longer be relied upon, and it expects to report material weaknesses in internal controls.
🚩 Red Flags
- Material restatement of revenue across multiple fiscal years (2022-2024).
- Intentional misconduct by company personnel to hide terms from auditors and the Board.
- Expected material weaknesses in internal control over financial reporting.
- Ongoing SEC investigation into the company's practices.
- Delayed quarterly filing (Form 12b-25).
📋 Key Facts
- Internal investigation found extra-contractual terms were used with channel partners to prematurely recognize $4 million to $6 million in revenue through June 30, 2024.
- Company personnel engaged in misconduct by withholding these terms from the Audit Committee and PwC.
- Financial statements for fiscal years ended Dec 31, 2022, and Dec 31, 2023, and various quarterly reports through June 30, 2024, are deemed non-reliable.
- The company will delay filing its 10-Q for the period ended September 30, 2024.
- The SEC is already conducting a previously disclosed investigation into the company.
Evolv Technologies Holdings, Inc. filed an 8-K to announce its financial results for the fiscal quarter ended June 30, 2024.
📋 Key Facts
- Report date: August 8, 2024
- Reporting period: Fiscal quarter ended June 30, 2024
- The filing includes a press release as Exhibit 99.1 containing the financial results.
Evolv Technologies held its annual meeting of stockholders on May 31, 2024. The results included the election of three Class III directors and ratification of PwC as independent auditors, but a proposal to exculpate officers from breaches of fiduciary duty was rejected.
🚩 Red Flags
- Shareholders rejected Item 3, which sought to limit officer liability for breaches of fiduciary duty; this indicates potential shareholder dissatisfaction with corporate governance or risk mitigation strategies.
📋 Key Facts
- Annual meeting held on May 31, 2024, with approximately 85% of Class A common stock represented (134,556,960 shares).
- Michael Ellenbogen, Peter George, and Rajan Naik were elected as Class III directors.
- PricewaterhouseCoopers LLP was ratified as the independent registered public accounting firm for the year ending December 31, 2024.
- A proposal to amend the Certificate of Incorporation to provide officer exculpation for breaches of fiduciary duty (Item 3) was NOT approved.
- Stockholders approved an advisory vote on executive compensation frequency as 'ONE YEAR'.
Evolv Technologies Holdings, Inc. filed an 8-K to announce its financial results for the three months ended March 31, 2024.
📋 Key Facts
- Report date: May 9, 2024
- Reporting period: Three months ended March 31, 2024
- The filing includes a press release as Exhibit 99.1 regarding results of operations and financial condition.
Evolv Technologies Holdings, Inc. announced its financial results for the three and twelve months ended December 31, 2023. The filing serves as a formal announcement of quarterly and annual earnings performance.
📋 Key Facts
- Reported date: February 29, 2024
- Period covered: Three and twelve months ended December 31, 2023
- The filing includes the company's press release as Exhibit 99.1
- Information under Item 2.02 is furnished, not filed, per SEC regulations
Evolv Technologies Holdings, Inc. issued an 8-K to disclose a press release regarding an inquiry received from the U.S. Securities and Exchange Commission (SEC). The filing serves as a Regulation FD disclosure related to the regulatory investigation.
🚩 Red Flags
- Active SEC inquiry/investigation represents significant regulatory risk and potential for future litigation or fines.
📋 Key Facts
- The company received an inquiry from the U.S. Securities and Exchange Commission (SEC).
- A press release was issued on February 19, 2024, to provide information regarding the SEC inquiry.
- The disclosure is made under Item 7.01 (Regulation FD Disclosure) and is considered 'furnished' rather than 'filed'.
Evolv Technologies Holdings, Inc. has amended its bylaws to comply with new SEC universal proxy rules and to enhance procedural mechanics for stockholder nominations and proposals.
📋 Key Facts
- The Board of Directors adopted amendments to the Company's Amended and Restated Bylaws effective January 29, 2024.
- Amendments address compliance with SEC Rule 14a-19 (universal proxy rules) regarding proxy solicitation for director nominees.
- New requirements established for stockholder nominations, including additional background information and disclosure requirements for proposing stockholders and nominees.
- A requirement was added that any stockholder soliciting proxies must use a proxy card color other than white.