Marshall Robert E 4

What Happened
Robert E. Marshall, Chief Revenue Officer of Evolv Technologies, had 136,363 Restricted Stock Units (RSUs) convert to common stock on June 1, 2026 (recorded as an exercise/conversion at $0). To cover tax withholding tied to the vesting, he sold 62,067 shares in an open-market transaction on June 2, 2026 at a weighted average price of $6.85, generating roughly $425,159. The Form 4 also records 136,363 derivative shares disposed at $0 consistent with tax withholding/surrender of shares.

Key Details

• Transaction dates and prices:
  • 2026-06-01: Conversion/exercise of 136,363 RSUs into common stock @ $0.00 (acquired).
  • 2026-06-01: 136,363 derivative shares recorded as disposed @ $0.00 (tax withholding/surrender).
  • 2026-06-02: Open-market sale of 62,067 shares @ $6.85 (weighted avg) — proceeds ≈ $425,159. (F2: multiple sale prices; weighted avg shown.)
• Shares owned after transaction: Not specified in the filing excerpt.
• Footnotes of note:
  • F1: The sale was effected solely to cover withholding taxes related to RSU vesting.
  • F3/F4: Each RSU converts to one share; RSUs vest in three equal annual installments starting March 1, 2026.
• Filing timeliness: Report covers 2026-06-01 and was filed 2026-06-03 — appears timely (Form 4 is due within two business days).

Context
These were RSU conversions (no cash exercise price) and a routine sale to satisfy tax withholding — a common administrative transaction that does not necessarily indicate the insider’s view on the company’s prospects. The weighted average sale price reflects multiple sale lots (see F2). Purchases generally carry more informational weight than routine sales to cover taxes.