Form 8-K

8-K — Evolv Technologies Holdings, Inc.

Accession: 0001805385-26-000027

Filed: 2026-05-12

Period: 2026-05-12

CIK: 0001805385

SIC: 3577 (COMPUTER PERIPHERAL EQUIPMENT, NEC)

Item: Results of Operations and Financial Condition

Item: Financial Statements and Exhibits

Documents

8-K — evlv-20260512.htm (Primary)

EX-99.1 (evlv-20260512exx991.htm)

GRAPHIC (image_0.jpg)

XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K

8-K (Primary)

Filename: evlv-20260512.htm · Sequence: 1

evlv-20260512

0001805385False00018053852026-05-122026-05-120001805385us-gaap:CommonClassAMember2026-05-122026-05-120001805385evlv:WarrantsToPurchaseOneShareOfClassCommonStockMember2026-05-122026-05-12

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): May 12, 2026

Evolv Technologies Holdings, Inc.

(Exact name of registrant as specified in its charter)

Delaware

001-39417

84-4473840

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

500 Totten Pond Road, 4th Floor

Waltham, Massachusetts

02451

(Address of principal executive offices)

(Zip Code)

(781) 374-8100

Registrant’s telephone number, including area code

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which

registered

Class A common stock, par value $0.0001 per share

EVLV

The Nasdaq Stock Market

Warrants to purchase one share of Class A common stock

EVLVW

The Nasdaq Stock Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 2.02 Results of Operations and Financial Condition.

On May 12, 2026, Evolv Technologies Holdings, Inc. (the “Company”) announced financial results for the fiscal quarter ended March 31, 2026. The full text of the press release issued in connection with the announcement is furnished as Exhibit 99.1 to this Current Report on Form 8-K.

The information in this Item 2.02 of this Current Report on Form 8-K (including Exhibit 99.1) shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.

Description

99.1

Press Release, dated May 12, 2026.

104

Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Evolv Technologies Holdings, Inc.

Date: May 12, 2026

By:

/s/ John Kedzierski

Name:

John Kedzierski

Title:

Chief Executive Officer

EX-99.1

Filename: evlv-20260512exx991.htm · Sequence: 2

Document

Exhibit 99.1

Evolv Technology Reports First Quarter Financial Results

— Company Raises Outlook for 2026 —

•Q1'26 Revenue of $46.3 million, up 45% year-over-year

•Q1'26 Ending ARR1 of $127.3 million, up 20% year-over-year

•Q1'26 Net Loss of $(5.0) million, with Net Profit Margin of (10.8)%

•Q1'26 Adjusted EBITDA2 of $3.9 million, with Adjusted EBITDA Margin2 of 8.5%

Waltham, Massachusetts – May 12, 2026 – Evolv Technologies Holdings, Inc (NASDAQ: EVLV), a leading security technology company pioneering AI-based solutions designed to help create safer experiences, today announced financial results for the quarter ended March 31, 2026.

“Our first quarter results reflect our progress in building a disciplined and predictable business,” said John Kedzierski, President and Chief Executive Officer of Evolv Technology. “Revenue growth during the quarter was driven by new customer acquisition, expanding deployments within our installed base, and growing adoption of our newest product — Evolv eXpedite. Looking ahead, we remain focused on scaling the business and delivering weapon screening in complex, real-world environments across the growing customer base we are serving—helping make the world a better place to live, learn, work, and play.”

Results for the First Quarter of 2026

Total revenue for the first quarter of 2026 was $46.3 million, an increase of 45% compared to $32.0 million for the first quarter of 2025. Revenue for the first quarter of 2026 was primarily driven by strong new customer additions and continued expansion of deployments across the existing customer base. Annual Recurring Revenue (“ARR”)1 was $127.3 million at the end of first quarter of 2026, an increase of 20% compared to $106.0 million at the end of the first quarter of 2025. Net loss for the first quarter of 2026 was $(5.0) million, or $(0.03) per basic and diluted share, compared to net loss of $(1.7) million, or $(0.01) per basic and diluted share, in the first quarter of 2025. Adjusted loss2 for the first quarter of 2026 was $(3.3) million, or $(0.02) per diluted share, compared to adjusted loss2 of $(3.4) million, or $(0.02) per diluted share, for the first quarter of 2025. Adjusted EBITDA2 for the first quarter of 2026 was $3.9 million compared to $2.1 million in the first quarter of 2025. As of March 31, 2026, the Company had cash, cash equivalents and marketable securities of $61.1 million.

The following table summarizes the breakdown of recurring and non-recurring revenue3 for each period presented:

Three Months Ended

March 31,

2026

2025

% Change

Recurring revenue

31,176

25,753

Non-recurring revenue

15,152

6,254

142

Total revenue

46,328

32,007

The following table summarizes operating cash flows for each period presented:

Three Months Ended

March 31,

2026

2025

Net loss

(5,009)

(1,689)

Adjustments to reconcile net loss to net cash used in operating activities

9,604

(1,082)

Changes in operating assets and liabilities

(7,774)

232

Net cash used in operating activities

(3,179)

(2,539)

Company Comments on Outlook for 2026

The Company today commented on its business outlook for 2026. The Company's outlook is based on the current indications for its business, which may change at any time. The Company expects total revenues in 2026 to be between $175 to $180 million, reflecting growth of approximately 20% to 23% year-over-year. The Company expects ending ARR at December 31, 2026 to increase to approximately $145 to $150 million, reflecting growth of approximately 20% to 25% year-over-year. The Company currently expects approximately 45% of the Company’s new unit deployments in 2026 to be delivered under the Company’s pure subscription model, with the remaining 55% deployed through the Company’s purchase‑subscription model. The Company expects to deliver positive full year Adjusted EBITDA1 in 2026 with Adjusted EBITDA1 margins in the high single digits.

Estimate

Issued March 10, 2026

Issued May 12, 2026

Total Revenue (Millions)

$172-$178

$175-$180

Ending ARR at 12/31/26 (Millions)

$145-$150

No Change

Adjusted EBITDA Margin2

High Single Digits

No Change

Company to Host Live Conference Call and Webcast

The Company’s management team plans to host a live conference call and webcast at 4:30 p.m. Eastern Time today to discuss the financial results as well as management’s outlook for the business. The conference call will be webcast live at http://ir.evolvtechnology.com.

About Evolv Technology

Evolv Technologies Holdings, Inc (NASDAQ: EVLV) is designed to transform human security to make a safer, faster, and better experience for the world’s most iconic venues and companies as well as schools, hospitals, and public spaces, using industry leading artificial intelligence (AI)-powered screening and analytics. Its mission is to transform security to create a safer world to live, work, learn, and play. Evolv has digitally transformed the gateways in many places where people gather by enabling seamless integration combined with powerful analytics and insights. Evolv’s advanced systems have scanned more than four billion people since 2019. Evolv has been awarded the U.S. Department of Homeland Security (DHS) SAFETY Act Designation as a Qualified Anti-Terrorism Technology (QATT) as well as the Security Industry Association (SIA) 2024 New Products and Solutions (NPS) Award in the Law Enforcement/Public Safety/Guarding Systems category, as well as Sport Business Journal’s (SBJ) 2024 awards for “Best In Fan Experience Technology” and “Best In Sports Technology”. Evolv®, Evolv Express®, Evolv Insights®, Evolv Visual Gun Detection™, Evolv eXpedite™, and Evolv Eva™ are registered trademarks or trademarks of Evolv Technologies, Inc. in the United States and other jurisdictions. For more information, visit evolv.com.

1 We define Annual Recurring Revenue, or ARR, as the sum of subscription revenue and the recurring service revenue related to purchase subscriptions for the final month of the quarter all multiplied by twelve. The amount of revenue that we recognize over any 12-month period is likely to differ from ARR at the beginning of that period, sometimes significantly due to differences in our recurring and non-recurring revenue streams. To the extent that we are negotiating a renewal or upgrade with a customer after the expiration of the subscription and we are continuing to provide service to that customer, we may continue to include that associated revenue in ARR. If a customer notifies us that it is not renewing its subscription, we will continue to include associated revenue in ARR through the natural expiration of the subscription term. ARR should be viewed independently of, and not as a substitute for or forecast of, revenue or deferred revenue. Our calculation of ARR may differ from similarly titled metrics presented by other companies.

2 Non-GAAP Financial Measures In this press release, the Company’s adjusted operating expenses, adjusted gross profit (loss), adjusted gross margin, adjusted operating income (loss), adjusted EBITDA, adjusted EBITDA margin, adjusted earnings (loss), and adjusted earnings (loss) per diluted share are not presented in accordance with generally accepted accounting principles (GAAP) and are not intended to be used in lieu of GAAP presentations of results of operations. Adjusted operating expenses is defined as operating expenses less stock-based compensation expense, non-recurring employee restructuring and other separation costs, and other non-recurring legal and regulatory costs, which management believes provides a more meaningful representation of on-going operating expense levels. Other non-recurring legal and regulatory costs include non-recurring legal, accounting and professional fees related to the internal investigation, subsequent restatement, certain non-recurring regulatory, litigation and legal matters, as well as fees related to the resolution of the Securities and Exchange Commission investigation, net of estimated insurance recoveries. Adjusted gross profit and adjusted gross margin exclude stock-based compensation expense and amortization of capitalized stock-based compensation, which management believes provides a more meaningful representation of contribution margin. Adjusted operating income (loss) is defined as loss from operations, excluding stock-based compensation expense, amortization of capitalized stock-based compensation, non-recurring employee restructuring and other separation costs, and other non-recurring legal and regulatory costs, which management believes provides a more meaningful representation of operating results. Adjusted EBITDA and Adjusted EBITDA margin is defined as net income (loss) plus depreciation and amortization, stock-based compensation, interest expense (income), (benefit) provision for income taxes, change in fair value of contingent earn-out liability, change in fair value of contingently issuable/returnable common stock liability/asset, change in fair value of public warrant liability, loss on disposal of leased equipment, non-recurring employee restructuring and other separation costs, and other non-recurring legal and regulatory costs, which management believes provides a more meaningful representation of operating results. Adjusted earnings (loss) and Adjusted earnings (loss) per diluted share are defined as net income (loss) plus stock-based compensation, amortization of capitalized stock-based compensation, change in fair value of contingent earn-out liability, change in fair value of contingently issuable/returnable common stock liability/asset, change in fair value of public warrant liability, non-recurring employee restructuring and other separation costs, and other non-recurring legal and regulatory costs, which management believes provides a more meaningful representation of operating results. Management presents non-GAAP financial measures because it considers them to be important supplemental measures of performance. Management uses non-GAAP financial measures for planning purposes, including analysis of the Company's performance against prior periods, the preparation of operating budgets and to determine appropriate levels of operating and capital investments. Management also believes non-GAAP financial measures provide additional insight for analysts and investors in evaluating the Company's financial and operating performance. However, non-GAAP financial measures have limitations as an analytical tool and are not intended to be an alternative to financial measures prepared in accordance with GAAP. We intend to provide non-GAAP financial measures as part of our future earnings discussions and, therefore, the inclusion of non-GAAP financial measures will provide consistency in our financial reporting. Investors are encouraged to review the reconciliation of these non-GAAP measures to their most directly comparable GAAP financial measures included in this press release. The Company is unable to provide a reconciliation of Adjusted EBITDA to Net Income (Loss) and Adjusted EBITDA Margin to Net Profit Margin, each measure's most directly comparable GAAP financial measure, on a forward-looking basis without unreasonable effort, because items that impact these GAAP financial measures are not within the Company’s control and/or cannot be reasonably predicted. These items may include, but are not limited to, predicting forward-looking share-based compensation, changes in the fair value of contingent earn out liabilities, changes in the fair value of contingently issuable/returnable common stock liabilities/assets, and changes in fair value of public warrant liabilities. Such information may have a significant, and potentially unpredictable, impact on the Company’s future financial results.

3 Recurring revenue includes the recurring portion of revenue associated with pure subscription contracts and hardware purchase subscription contracts. Non-recurring revenue includes revenue that is non-recurring in nature, such as product revenue, shipping revenue, revenue from installation, training, and professional services, and rental revenue.

Forward-Looking Statements

This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. We intend such forward-looking statements to be covered by the safe harbor provisions for forward-looking statements contained in Section 27A of the Securities Act of 1933, as amended and Section 21E of the Securities Exchange Act of 1934, as amended. All statements contained in this press release and related presentation materials other than statements of historical facts, including without limitation statements regarding our strategy, goals, business model, demand for our products, market opportunities, strategic partnerships, and future financial and operational results. Words such as “believe,” “may,” “will,” “expect,” “should,” “could,” “anticipate,” “aim,” “estimate,” “intend,” “plan,” “potential,” “continue,” “project,” “target,” “forecast,” “is/are likely to,” or the negative of these terms or other similar expressions are intended to identify forward-looking statements, though not all forward-looking statements use these words or expressions. The forward-looking statements in this press release and related presentation materials are only predictions. We have based these forward-looking statements largely on our current expectations and projections about future events and financial trends that we believe may affect our business, financial condition and results of operations. Forward-looking statements involve known and unknown risks, uncertainties and other important factors that may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements, including, but not limited to, the amount of insurance reimbursements expected to be received for defense costs for counsel and consultants in connection with the securities litigation and related Securities and Exchange Commission (the “SEC”) and Department of Justice matters, and the following: our history of losses and ability to reach profitability; our reliance on reseller partners; expectations regarding

the Company’s strategies and future financial performance, including its future business plans or objectives, prospective performance and opportunities and competitors, revenues, products and services, pricing, operating expenses, market trends, liquidity, cash flows and uses of cash, capital expenditures; our ability to renew customer contracts, our ability to renew customer contracts at terms favorable to the Company, the Company’s reliance on third party contract manufacturing and distribution, and a global supply chain; the Company recognizes a substantial portion of its revenue ratably over the term of its agreements, and, as a result, downturns or upturns in sales may not be immediately reflected in its operating results; the rate of innovation required to maintain competitiveness in the markets in which the Company competes; the competitiveness of the market in which the Company competes; the failure of our products to detect threats could result in injury or loss of life, which could harm our brand, reputation, and results of operations; the loss of designation of our Evolv Express® system as a Qualified Anti-Terrorism Technology under the Homeland Security SAFETY Act; risks related to our business model, which is predicated, in part, on building a customer base that will generate a recurring stream of revenues through the sale of our subscription contracts; the ability for the Company to obtain, maintain, protect and enforce the Company’s intellectual property rights and use of “open source” software; the concentration of the Company’s revenues on a single solution; the Company’s ability to timely design, produce and launch its solutions, the Company’s ability to invest in growth initiatives and pursue acquisition opportunities; the limited liquidity and trading of the Company’s securities; risks related to existing and changing tax laws; geopolitical risk and changes in applicable laws or regulations; the possibility that the Company may be adversely affected by other economic, business, and/or competitive factors; operational risk; risks related to material weaknesses in our internal control over financial reporting and our remediation plans and efforts, including related costs; risks related to increasing attention to and evolving expectations for sustainability initiatives; the impact of fluctuating general economic and market conditions and reductions in spending; the need for additional capital to support business growth, which might not be available on acceptable terms, if at all; and litigation and regulatory enforcement risks, including the diversion of management time and attention and the additional costs and demands on resources. These and other important factors discussed in our most recent report on Form 10-Q or 10-K filed with the SEC could cause actual results to differ materially from those indicated by the forward-looking statements made in this press release. The forward-looking statements in this press release and related presentation materials are based upon information available to us as of the date hereof, and while we believe such information forms a reasonable basis for such statements, it may be limited or incomplete, and our statements should not be read to indicate that we have conducted an exhaustive inquiry into, or review of, all potentially available relevant information. These statements are inherently uncertain and investors are cautioned not to unduly rely upon these statements.

You should review this press release and the documents that we reference in this press release and related presentation materials with the understanding that our actual future results, levels of activity, performance and achievements may be materially different from what we expect. We qualify all of our forward-looking statements by these cautionary statements. Except as required by applicable law, we do not plan to publicly update or revise any forward-looking statements contained in this press release and related presentation materials, whether as a result of any new information, future events or otherwise.

Investor Relations:

Brian Norris

Senior Vice President of Finance and Investor Relations

bnorris@evolvtechnology.com

EVOLV TECHNOLOGY

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)

(In thousands, except share and per share data)

(Unaudited)

Three Months Ended

March 31,

2026

2025

Revenue:

Product revenue

13,421

2,322

Subscription revenue

23,148

19,237

Service revenue

8,589

6,730

License fee and other revenue

1,170

3,718

Total revenue

46,328

32,007

Cost of revenue:

Cost of product revenue

11,856

3,184

Cost of subscription revenue

8,367

7,896

Cost of service revenue

2,192

1,705

Cost of license fee and other revenue

314

Total cost of revenue

22,729

12,857

Gross profit

23,599

19,150

Operating expenses:

Research and development

5,885

4,862

Sales and marketing

12,671

11,043

General and administrative

13,515

14,972

Restructuring costs

—

2,662

Total operating expenses

32,071

33,539

Loss from operations

(8,472)

(14,389)

Other income, net

Interest expense

(962)

(1)

Interest income

515

389

Other income (expense), net

(37)

Change in fair value of contingent earn-out liability

374

8,976

Change in fair value of contingently issuable/returnable common stock liability/asset

1,492

1,653

Change in fair value of public warrant liability

2,044

1,721

Total other income, net

3,426

12,763

Loss before income taxes

(5,046)

(1,626)

(Benefit) provision for income taxes

(37)

Net loss

(5,009)

(1,689)

Net loss attributable to common stockholders – basic and diluted

(5,009)

(1,689)

Weighted average common shares outstanding – basic and diluted

177,057,656

160,808,391

Net loss per share – basic and diluted

(0.03)

(0.01)

Net income (loss)

(5,009)

(1,689)

Other comprehensive income (loss)

Cumulative translation adjustment

(46)

Total other comprehensive income (loss)

(46)

Total comprehensive loss

(4,981)

(1,735)

EVOLV TECHNOLOGY

CONDENSED CONSOLIDATED BALANCE SHEETS

(In thousands, except share and per share data)

(Unaudited)

March 31, 2026

December 31, 2025

Assets

Current assets:

Cash and cash equivalents

56,081

49,150

Marketable securities

4,992

19,885

Accounts receivable, net

42,713

30,841

Inventory

8,256

9,317

Current portion of contract assets

1,199

878

Current portion of commission asset

5,644

6,062

Prepaid expenses and other current assets

33,094

35,169

Total current assets

151,979

151,302

Contract assets, noncurrent

Commission asset, noncurrent

7,728

7,867

Property and equipment, net

127,839

127,522

Operating lease right-of-use assets

11,871

12,303

Other assets

5,210

5,400

Total assets

304,639

304,409

Liabilities and Stockholders’ Equity

Current liabilities:

Accounts payable

17,089

9,770

Accrued expenses and other current liabilities

30,345

35,293

Current portion of deferred revenue

75,314

74,924

Current portion of operating lease liabilities

3,116

2,989

Total current liabilities

125,864

122,976

Deferred revenue, noncurrent

17,036

16,716

Long-term debt

28,665

28,596

Operating lease liabilities, noncurrent

10,190

10,654

Contingent earn-out liability, noncurrent

—

374

Contingently issuable common stock liability, noncurrent

392

1,809

Public warrant liability, noncurrent

1,818

3,862

Total liabilities

183,965

184,987

Stockholders’ equity:

Preferred stock, $0.0001 par value; 100,000,000 authorized at March 31, 2026 and December 31, 2025; no shares issued and outstanding at March 31, 2026 and December 31, 2025

—

Common stock, $0.0001 par value; 1,100,000,000 shares authorized at March 31, 2026 and December 31, 2025; 179,458,233 and 175,399,488 shares issued and outstanding at March 31, 2026 and December 31, 2025, respectively

Additional paid-in capital

513,580

507,347

Accumulated other comprehensive loss

(113)

(141)

Accumulated deficit

(392,811)

(387,802)

Stockholders’ equity

120,674

119,422

Total liabilities and stockholders’ equity

304,639

304,409

EVOLV TECHNOLOGY

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands)

(Unaudited)

Three Months Ended

March 31,

2026

2025

Cash flows from operating activities:

Net loss

(5,009)

(1,689)

Adjustments to reconcile net loss to net cash used in operating activities:

Depreciation and amortization

6,801

5,530

Write-off of inventory and change in inventory reserve

Loss on disposal of property and equipment

184

321

Stock-based compensation

5,587

4,879

Amortization of debt issuance costs

282

—

Amortization of premium on marketable securities, net of change in accrued interest

168

Non-cash lease expense

432

424

Change in allowance for expected credit losses

—

Change in fair value of earn-out liability

(374)

(8,976)

Change in fair value of contingently issuable/returnable common stock liability/asset

(1,492)

(1,653)

Change in fair value of public warrant liability

(2,044)

(1,721)

Changes in operating assets and liabilities

Accounts receivable

(11,872)

(6,124)

Inventory

1,657

7,172

Commission assets

557

203

Contract assets

(318)

(321)

Other assets

265

Prepaid expenses and other current assets

(1,883)

(3,859)

Accounts payable

7,614

2,780

Deferred revenue

710

500

Accrued expenses and other current liabilities

(4,167)

(71)

Operating lease liability

(337)

(130)

Net cash used in operating activities

(3,179)

(2,539)

Cash flows from investing activities:

Development of internal-use software

(1,223)

(1,556)

Purchases of property and equipment

(3,742)

(12,730)

Purchases of marketable securities

—

(9,875)

Proceeds from maturities of marketable securities

14,725

14,800

Net cash provided by (used in) investing activities

9,760

(9,361)

Cash flows from financing activities:

Proceeds from exercise of stock options

322

Net cash provided by financing activities

322

Effect of exchange rate changes on cash and cash equivalents

(46)

Net increase (decrease) in cash and cash equivalents

6,931

(11,926)

Cash and cash equivalents

Cash and cash equivalents at beginning of period

49,150

37,015

Cash and cash equivalents at end of period

56,081

25,089

EVOLV TECHNOLOGY

SUMMARY OF KEY OPERATING STATISTICS

(Unaudited)

Three Months Ended or as of,

($ in thousands)

March 31,

2025

June 30,

2025

September 30,

2025

December 31,

2025

March 31,

2026

New customers

Annual recurring revenue

105,990

110,516

117,200

120,467

127,300

Recurring revenue

25,753

26,678

30,120

29,547

31,176

EVOLV TECHNOLOGY

RECONCILIATION OF GAAP OPERATING EXPENSES TO ADJUSTED OPERATING EXPENSES

(In thousands)

(Unaudited)

Three Months Ended,

March 31,

2025

June 30,

2025

September 30,

2025

December 31,

2025

March 31,

2026

Operating expenses, GAAP

33,539

33,711

29,902

26,613

32,071

Stock-based compensation

(4,660)

(5,265)

(5,121)

(5,006)

(5,272)

Non-recurring employee restructuring and other separation costs

(2,137)

(827)

(6)

—

Other non-recurring legal and regulatory costs

(3,561)

(5,979)

2,225

Adjusted operating expenses

23,181

21,640

24,811

23,832

26,898

EVOLV TECHNOLOGY

RECONCILIATION OF GAAP GROSS PROFIT TO ADJUSTED GROSS PROFIT, GAAP GROSS MARGIN TO ADJUSTED GROSS MARGIN AND GAAP INCOME (LOSS) FROM OPERATIONS TO ADJUSTED OPERATING INCOME (LOSS)

(In thousands)

(Unaudited)

Three Months Ended

March 31,

2026

2025

Revenue

46,328

32,007

Cost of revenue

22,729

12,857

Gross profit, GAAP

23,599

19,150

Stock-based compensation

315

219

Amortization of capitalized stock-based compensation

161

103

Adjusted gross profit

24,075

19,472

Gross margin %

50.9

59.8

Impact of adjustments from Gross profit, GAAP to Adjusted gross profit

1.1

1.0

Adjusted gross margin %

52.0

60.8

Three Months Ended

March 31,

2026

2025

Loss from operations, GAAP

(8,472)

(14,389)

Stock-based compensation

5,587

4,879

Amortization of capitalized stock-based compensation

161

103

Non-recurring employee restructuring and other separation costs

—

2,137

Other non-recurring legal and regulatory costs

(99)

3,561

Adjusted loss from operations

(2,823)

(3,709)

EVOLV TECHNOLOGY

RECONCILIATION OF GAAP NET INCOME (LOSS) TO ADJUSTED EBITDA AND NET PROFIT MARGIN TO ADJUSTED EBITDA MARGIN

(In thousands)

(Unaudited)

Three Months Ended

March 31,

2026

2025

Net loss

(5,009)

(1,689)

Depreciation and amortization

6,801

5,530

Stock-based compensation

5,587

4,879

Interest expense (income)

447

(388)

(Benefit) provision for income taxes

(37)

Change in fair value of contingent earn-out liability

(374)

(8,976)

Change in fair value of contingently issuable/returnable common stock liability/asset

(1,492)

(1,653)

Change in fair value of public warrant liability

(2,044)

(1,721)

Loss on disposal of leased equipment*

164

321

Non-recurring employee restructuring and other separation costs

—

2,137

Other non-recurring legal and regulatory costs

(99)

3,561

Adjusted EBITDA

3,944

2,064

Net profit margin %

(10.8)

(5.3)

Impact of adjustments from Net loss to Adjusted EBITDA

19.3

11.7

Adjusted EBITDA margin %

8.5

6.4

*Q1 2025 figure reflects refinements of our adjusted EBITDA calculation in Q3 2025, applied consistently to all prior quarters.

EVOLV TECHNOLOGY

RECONCILIATION OF GAAP NET INCOME (LOSS) TO ADJUSTED EARNINGS (LOSS)

(In thousands, except share and per share data)

(Unaudited)

Three Months Ended

March 31,

2026

2025

Net loss

(5,009)

(1,689)

Stock-based compensation

5,587

4,879

Amortization of capitalized stock-based compensation

161

103

Change in fair value of contingent earn-out liability

(374)

(8,976)

Change in fair value of contingently issuable/returnable common stock liability/asset

(1,492)

(1,653)

Change in fair value of public warrant liability

(2,044)

(1,721)

Non-recurring employee restructuring and other separation costs

—

2,137

Other non-recurring legal and regulatory costs

(99)

3,561

Adjusted loss

(3,270)

(3,359)

Weighted average common shares outstanding – diluted

177,057,656

160,808,391

Net loss per share – diluted

(0.03)

(0.01)

Impact of adjustments from Net loss to Adjusted loss

0.01

(0.01)

Adjusted loss per share – diluted

(0.02)

Three Months Ended,

March 31,

2025

June 30,

2025

September 30,

2025

December 31,

2025

March 31,

2026

Stock-based compensation:

Cost of product revenue

Cost of subscription revenue

137

167

146

135

138

Cost of service revenue

100

Cost of license fee and other revenue

Research and development

1,115

1,154

1,227

1,252

1,280

Sales and marketing

1,048

1,710

1,480

1,330

1,566

General and administrative

1,972

2,401

2,414

2,424

2,426

Restructuring costs

525

—

Total stock-based compensation

4,879

5,547

5,390

5,280

5,587

Amortization of capitalized stock-based compensation:

Cost of subscription revenue

Cost of service revenue

Total amortization of capitalized stock-based compensation

103

107

114

150

161

Non-recurring employee restructuring and other separation costs:

Cost of service revenue

—

Research and development

—

Sales and marketing

—

613

—

General and administrative

—

183

—

Restructuring costs

2,137

—

Total non-recurring employee restructuring and other separation costs

2,137

833

—

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Cover

May 12, 2026

Document Information [Line Items]

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Document Period End Date

May 12, 2026

Entity Registrant Name

Evolv Technologies Holdings, Inc.

Entity Incorporation, State or Country Code

Entity File Number

001-39417

Entity Tax Identification Number

84-4473840

Entity Address, Address Line One

500 Totten Pond Road

Entity Address, Address Line Two

4th Floor

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Waltham

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Document Information [Line Items]

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Class A common stock, par value $0.0001 per share

Trading Symbol

EVLV

Security Exchange Name

NASDAQ

Warrants To Purchase One Share Of Class Common Stock

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