Form 8-K

8-K — Evolv Technologies Holdings, Inc.

Accession: 0001805385-26-000047

Filed: 2026-08-11

Period: 2026-08-11

CIK: 0001805385

SIC: 3577 (COMPUTER PERIPHERAL EQUIPMENT, NEC)

Item: Results of Operations and Financial Condition

Item: Financial Statements and Exhibits

Documents

8-K — evlv-20260811.htm (Primary)

EX-99.1 (evlv-20260811exx991.htm)

GRAPHIC (image_0a.jpg)

XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K

8-K (Primary)

Filename: evlv-20260811.htm · Sequence: 1

evlv-20260811

0001805385False00018053852026-08-112026-08-110001805385us-gaap:CommonClassAMember2026-08-112026-08-110001805385evlv:WarrantsToPurchaseOneShareOfClassCommonStockMember2026-08-112026-08-11

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): August 11, 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 August 11, 2026, Evolv Technologies Holdings, Inc. (the “Company”) announced financial results for the fiscal quarter ended June 30, 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 August 11, 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: August 11, 2026

By:

/s/ John Kedzierski

Name:

John Kedzierski

Title:

Chief Executive Officer

EX-99.1

Filename: evlv-20260811exx991.htm · Sequence: 2

Document

Exhibit 99.1

Evolv Technology Reports Second Quarter Financial Results

— Company Adds 70 New Customers —

— Company Raises Growth Estimates for 2026 —

•Q2'26 Revenue of $43.8 million, up 34% year-over-year

•Q2'26 Ending ARR1 of $132.7 million, up 20% year-over-year

•Q2'26 Net Loss of $(9.3) million, with Net Profit Margin of (21.3)%

•Q2'26 Adjusted EBITDA2 of $4.4 million, with Adjusted EBITDA Margin2 of 10.1%

•Q2'26 Ending Cash, Cash Equivalents, Marketable Securities, and Restricted Cash of $63.4 million, up $2.3 million sequentially

•Q2'26 Remaining Performance Obligation of $312.6 million, up $13.6 million sequentially

Waltham, Massachusetts – August 11, 2026 – Evolv Technologies Holdings, Inc. (NASDAQ: EVLV), a leading security technology company pioneering AI-powered screening solutions designed to help create safer experiences, today announced financial results for the quarter ended June 30, 2026.

"Our strong second quarter results were highlighted by the addition of 70 new customers, accelerating adoption of Evolv eXpedite, and further strengthening of our renewal trends," said John Kedzierski, President and Chief Executive Officer of Evolv Technology. "Demand for our AI-powered weapons screening solutions continues to grow as organizations increasingly prioritize public safety while seeking security solutions that reduce friction and improve the visitor experience. We believe we remain in the early stages of a significant growth opportunity and are encouraged by the range of customers, markets and geographies adopting our technology."

Results for the Second Quarter of 2026

Total revenue for the second quarter of 2026 was $43.8 million, an increase of 34% compared to $32.5 million for the second quarter of 2025. Annual Recurring Revenue (“ARR”)1 was $132.7 million at the end of second quarter of 2026, an increase of 20% compared to $110.5 million at the end of the second quarter of 2025. Net loss for the second quarter of 2026 was $(9.3) million, or $(0.05) per basic and diluted share, compared to net loss of $(40.5) million, or $(0.25) per basic and diluted share, in the second quarter of 2025. Adjusted loss2 for the second quarter of 2026 was $(3.1) million, or $(0.02) per diluted share, compared to adjusted loss2 of $(4.7) million, or $(0.03) per diluted share, for the second quarter of 2025. Adjusted EBITDA2 for the second quarter of 2026 was $4.4 million compared to $2.1 million in the second quarter of 2025. As of June 30, 2026, the Company had cash, cash equivalents, marketable securities, and restricted cash of $63.4 million.

Results for the First Six Months of 2026

Total revenue for the six months ended June 30, 2026 was $90.1 million, an increase of 40% compared to $64.6 million for the six months ended June 30, 2025. Net loss for the six months ended June 30, 2026 was $(14.3) million, or $(0.08) per basic and diluted share, compared to $(42.2) million, or $(0.26) per basic and diluted share, in the six months ended

June 30, 2025. Adjusted earnings (loss)2 for the six months ended June 30, 2026 was $(6.4) million, or $(0.04) per diluted share, compared to adjusted earnings (loss)2 of $(8.0) million, or $(0.05) per diluted share, for the six months ended June 30, 2025. Adjusted EBITDA2 for the six months ended June 30, 2026 was $8.4 million compared to $4.2 million in the six months ended June 30, 2025.

Company Raises 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 $180 to $185 million, reflecting growth of approximately 23% to 27% year-over-year. The Company expects ending ARR at December 31, 2026 to increase to approximately $148 to $150 million, reflecting growth of approximately 23% to 25% year-over-year. The Company expects Adjusted EBITDA2 in 2026 to be between $15 to $16 million with Adjusted EBITDA2 margins in the high single digits. The Company now expects approximately 60% of new unit deployments in 2026 to be delivered under its purchase subscription model (compared to its prior expectation of approximately 55%), with the remaining 40% deployed through its pure subscription model. As expected under the purchase subscription model, a higher purchase subscription mix increases revenue recognition in the early years of a typical four year customer contract and creates a modest near-term headwind to reported gross margin percentage as associated hardware costs are recognized upfront.

Estimate

Issued May 12, 2026

Issued August 11, 2026

Total Revenue (Millions)

$175-$180

$180-$185

Ending ARR1 at 12/31/26 (Millions)

$145-$150

$148-$150

Adjusted EBITDA2 (Millions)

n/a

$15-$16

Adjusted EBITDA Margin2

High Single Digits

"Our second quarter performance and upwardly revised outlook for 2026 reflect continued progress against the long-term framework we outlined at our recent Investor Day," said Chris Kutsor, Chief Financial Officer of Evolv Technology. "We remain focused on building a durable growth business capable of delivering revenue CAGR of approximately 25% through 2031 while expanding Adjusted EBITDA margins annually. We believe consistent execution against these objectives positions us to achieve Rule of 50 performance over time."

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 (NASDAQ: EVLV) is designed to transform human security by helping organizations detect potential threats, mitigate risk, and enhance safety using AI-powered security solutions with robust insights. Our technology has helped to create efficient and positive security screening experiences for the world’s most iconic venues and companies as well as schools, hospitals, and public spaces. Evolv’s mission is to create a safer world to live, work, learn, and play. Evolv’s advanced systems have scanned more than 4.5 billion people since 2019. Evolv Express® and Evolv eXpedite™ have been

awarded the U.S. Department of Homeland Security (DHS) SAFETY Act Designation as a Qualified Anti-Terrorism Technology (QATT). Evolv and its products have been awarded numerous awards which can be viewed on our Certifications and Awards web page. 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, 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 other than statements of historical facts are forward-looking statements, 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 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 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 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 undertake no obligation to update or revise any forward-looking statements contained in this press release 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

June 30,

Six Months Ended

June 30,

2026

2025

2026

2025

Revenue:

Product revenue

9,108

2,528

22,529

4,850

Subscription revenue

24,785

20,200

47,933

39,437

Service revenue

8,962

6,686

17,551

13,416

License fee and other revenue

898

3,130

2,068

6,848

Total revenue

43,753

32,544

90,081

64,551

Cost of revenue:

Cost of product revenue

10,097

5,351

21,953

8,535

Cost of subscription revenue

9,000

8,894

17,367

16,790

Cost of service revenue

2,526

1,710

4,718

3,415

Cost of license fee and other revenue

178

371

492

443

Total cost of revenue

21,801

16,326

44,530

29,183

Gross profit

21,952

16,218

45,551

35,368

Operating expenses:

Research and development

5,781

4,737

11,666

9,599

Sales and marketing

12,695

11,736

25,366

22,779

General and administrative

14,027

17,238

27,542

32,210

Restructuring costs

—

2,662

Total operating expenses

32,503

33,711

64,574

67,250

Loss from operations

(10,551)

(17,493)

(19,023)

(31,882)

Other income (expense), net

Interest expense

(965)

—

(1,927)

(1)

Interest income

488

224

1,003

613

Other income (expense), net

(17)

136

(54)

161

Change in fair value of contingent earn-out liability

—

(14,200)

374

(5,224)

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

(3,900)

1,504

(2,247)

Change in fair value of public warrant liability

1,735

(5,303)

3,779

(3,582)

Total other income (expense), net

1,253

(23,043)

4,679

(10,280)

Loss before income taxes

(9,298)

(40,536)

(14,344)

(42,162)

Provision for (benefit from) income taxes

—

(1)

(37)

Net loss

(9,298)

(40,535)

(14,307)

(42,224)

Net loss attributable to common stockholders – basic and diluted

(9,298)

(40,535)

(14,307)

(42,224)

Weighted average common shares outstanding – basic and diluted

180,103,260

165,252,554

178,588,871

163,042,749

Net loss per share – basic and diluted

(0.05)

(0.25)

(0.08)

(0.26)

Net income (loss)

(9,298)

(40,535)

(14,307)

(42,224)

Other comprehensive income (loss)

Cumulative translation adjustment

—

(85)

(131)

Total other comprehensive income (loss)

—

(85)

(131)

Total comprehensive loss

(9,298)

(40,620)

(14,279)

(42,355)

EVOLV TECHNOLOGY

CONDENSED CONSOLIDATED BALANCE SHEETS

(In thousands, except share and per share data)

(Unaudited)

June 30, 2026

December 31, 2025

Assets

Current assets:

Cash and cash equivalents

52,696

49,150

Restricted cash

733

—

Marketable securities

9,936

19,885

Accounts receivable, net

39,575

30,841

Inventory

8,660

9,317

Current portion of contract assets

2,525

878

Current portion of commission asset

5,596

6,062

Prepaid expenses and other current assets

29,686

35,169

Total current assets

149,407

151,302

Contract assets, noncurrent

Commission asset, noncurrent

7,716

7,867

Property and equipment, net

128,962

127,522

Operating lease right-of-use assets

11,428

12,303

Other assets

4,503

5,400

Total assets

302,023

304,409

Liabilities and Stockholders’ Equity

Current liabilities:

Accounts payable

12,252

9,770

Accrued expenses and other current liabilities

37,017

35,293

Current portion of deferred revenue

74,464

74,924

Current portion of operating lease liabilities

3,116

2,989

Total current liabilities

126,849

122,976

Deferred revenue, noncurrent

17,781

16,716

Long-term debt

28,737

28,596

Operating lease liabilities, noncurrent

9,715

10,654

Contingent earn-out liability, noncurrent

—

374

Contingently issuable common stock liability, noncurrent

—

1,809

Public warrant liability, noncurrent

3,862

Total liabilities

183,165

184,987

Stockholders’ equity:

Preferred stock, $0.0001 par value; 100,000,000 authorized at June 30, 2026 and December 31, 2025; no shares issued and outstanding at June 30, 2026 and December 31, 2025

—

Common stock, $0.0001 par value; 1,100,000,000 shares authorized at June 30, 2026 and December 31, 2025; 180,839,400 and 175,399,488 shares issued and outstanding at June 30, 2026 and December 31, 2025, respectively

Additional paid-in capital

521,062

507,347

Accumulated other comprehensive loss

(113)

(141)

Accumulated deficit

(402,109)

(387,802)

Stockholders’ equity

118,858

119,422

Total liabilities and stockholders’ equity

302,023

304,409

EVOLV TECHNOLOGY

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands)

(Unaudited)

Six Months Ended

June 30,

2026

2025

Cash flows from operating activities:

Net loss

(14,307)

(42,224)

Adjustments to reconcile net loss to net cash provided by (used in) operating activities:

Depreciation and amortization

13,938

11,318

Write-off of inventory and change in inventory reserve

147

1,794

Loss on disposal of property and equipment

310

1,633

Stock-based compensation

12,440

10,426

Amortization of debt issuance costs

570

—

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

211

127

Non-cash lease expense

875

844

Change in allowance for expected credit losses

100

166

Change in fair value of earn-out liability

(374)

5,224

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

(1,504)

2,247

Change in fair value of public warrant liability

(3,779)

3,582

Changes in operating assets and liabilities

Accounts receivable

(8,834)

(13,325)

Inventory

2,278

6,141

Commission assets

617

Contract assets

(1,639)

(236)

Other assets

592

197

Prepaid expenses and other current assets

(596)

(18,849)

Accounts payable

6,385

6,120

Deferred revenue

605

6,205

Accrued expenses and other current liabilities

1,500

18,374

Operating lease liability

(812)

(263)

Net cash provided by (used in) operating activities

8,723

(426)

Cash flows from investing activities:

Development of internal-use software

(2,640)

(3,112)

Purchases of property and equipment

(12,137)

(15,299)

Purchases of marketable securities

(9,894)

(9,875)

Proceeds from maturities of marketable securities

19,632

24,675

Net cash used in investing activities

(5,039)

(3,611)

Cash flows from financing activities:

Proceeds from exercise of stock options

567

4,095

Net cash provided by financing activities

567

4,095

Effect of exchange rate changes on cash, cash equivalents, and restricted cash

(131)

Net increase (decrease) in cash, cash equivalents, and restricted cash

4,279

(73)

Cash, cash equivalents, and restricted cash

Cash and cash equivalents at beginning of period

49,150

37,015

Cash, cash equivalents, and restricted cash at end of period

53,429

36,942

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

Six Months Ended

June 30,

2026

2025

Net loss

(14,307)

(42,224)

Adjustments to reconcile net loss to net cash provided by (used in) operating activities

22,934

37,361

Changes in operating assets and liabilities

4,437

Net cash provided by (used in) operating activities

8,723

(426)

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

June 30,

2026

New customers

Annual recurring revenue

105,990

110,516

117,200

120,467

127,300

132,680

Recurring revenue3*

25,753

26,379

28,684

29,547

31,176

32,087

% of total revenue

Non-recurring revenue3*

6,254

6,165

14,166

8,957

15,152

11,666

% of total revenue

*Certain prior quarter amounts have been reclassified to reflect an update to the definition of non-recurring revenue to include short term rental subscription revenue, applied consistently to all prior periods, which were previously classified as recurring revenue.

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

June 30,

2026

Operating expenses, GAAP

33,539

33,711

29,902

26,613

32,071

32,503

Stock-based compensation

(4,660)

(5,265)

(5,121)

(5,006)

(5,272)

(6,602)

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

(903)

Adjusted operating expenses

23,181

21,640

24,811

23,832

26,898

24,998

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

June 30,

Six Months Ended

June 30,

2026

2025

2026

2025

Revenue

43,753

32,544

90,081

64,551

Cost of revenue

21,801

16,326

44,530

29,183

Gross profit, GAAP

21,952

16,218

45,551

35,368

Stock-based compensation

251

282

566

501

Amortization of capitalized stock-based compensation

194

107

355

210

Non-recurring employee restructuring and other separation costs

—

Adjusted gross profit*

22,397

16,613

46,472

36,085

Gross margin %

50.2

49.8

50.6

54.8

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

1.0

1.2

1.0

1.1

Adjusted gross margin %*

51.2

51.0

51.6

55.9

*As previously disclosed, management revised its definition of non-recurring expenses to exclude losses on disposals of leased equipment, and have adjusted prior year adjusted gross profit and adjusted gross margin accordingly.

Three Months Ended

June 30,

Six Months Ended

June 30,

2026

2025

2026

2025

Loss from operations, GAAP

(10,551)

(17,493)

(19,023)

(31,882)

Stock-based compensation

6,853

5,547

12,440

10,426

Amortization of capitalized stock-based compensation

194

107

355

210

Non-recurring employee restructuring and other separation costs

—

833

—

2,970

Other non-recurring legal and regulatory costs

903

5,979

804

9,540

Adjusted loss from operations*

(2,601)

(5,027)

(5,424)

(8,736)

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

June 30,

Six Months Ended

June 30,

2026

2025

2026

2025

Net loss

(9,298)

(40,535)

(14,307)

(42,224)

Depreciation and amortization

7,137

5,788

13,938

11,318

Stock-based compensation

6,853

5,547

12,440

10,426

Interest expense (income)

477

(224)

924

(612)

(Benefit) provision for income taxes

—

(1)

(37)

Change in fair value of contingent earn-out liability

—

14,200

(374)

5,224

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

(12)

3,900

(1,504)

2,247

Change in fair value of public warrant liability

(1,735)

5,303

(3,779)

3,582

Loss on disposal of leased equipment*

106

1,312

270

1,633

Non-recurring employee restructuring and other separation costs

—

833

—

2,970

Other non-recurring legal and regulatory costs

903

5,979

804

9,540

Adjusted EBITDA

4,431

2,102

8,375

4,166

Net profit margin %

(21.3)

(124.6)

(15.9)

(65.4)

Impact of adjustments from Net loss to Adjusted EBITDA

31.4

131.1

25.2

71.9

Adjusted EBITDA margin %

10.1

6.5

9.3

6.5

*Q2 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

June 30,

Six Months Ended

June 30,

2026

2025

2026

2025

Net loss

(9,298)

(40,535)

(14,307)

(42,224)

Stock-based compensation

6,853

5,547

12,440

10,426

Amortization of capitalized stock-based compensation

194

107

355

210

Change in fair value of contingent earn-out liability

—

14,200

(374)

5,224

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

(12)

3,900

(1,504)

2,247

Change in fair value of public warrant liability

(1,735)

5,303

(3,779)

3,582

Non-recurring employee restructuring and other separation costs

—

833

—

2,970

Other non-recurring legal and regulatory costs

903

5,979

804

9,540

Adjusted loss

(3,095)

(4,666)

(6,365)

(8,025)

Weighted average common shares outstanding – diluted

180,103,260

165,252,554

178,588,871

163,042,749

Net loss per share – diluted

(0.05)

(0.25)

(0.08)

(0.26)

Impact of adjustments from Net loss to Adjusted loss

0.03

0.22

0.04

0.21

Adjusted loss per share – diluted

(0.02)

(0.03)

(0.04)

(0.05)

*Stock-based compensation, amortization of capitalized stock-based compensation, and non-recurring restructuring and other employee separation costs were recorded in the condensed consolidated statements of operations and comprehensive loss (income) as follows. Prior period amounts are being shown for comparative purposes:

Three Months Ended,

March 31,

2025

June 30,

2025

September 30,

2025

December 31,

2025

March 31,

2026

June 30,

2026

Stock-based compensation:

Cost of product revenue

Cost of subscription revenue

137

167

146

135

138

120

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

1,343

Sales and marketing

1,048

1,710

1,480

1,330

1,566

1,975

General and administrative

1,972

2,401

2,414

2,424

2,426

3,284

Restructuring costs

525

—

Total stock-based compensation

4,879

5,547

5,390

5,280

5,587

6,853

Amortization of capitalized stock-based compensation:

Cost of subscription revenue

104

Cost of service revenue

Total amortization of capitalized stock-based compensation

103

107

114

150

161

194

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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Aug. 11, 2026

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