Item 8.01 Other Events. On August 6, 2026, the United States District Court for the District of Massachusetts (the “Court”) preliminarily approved the settlement (“Settlement”) of stockholder derivative claims actually or threatened to be brought on behalf of Evolv Technologies Holdings, Inc. (the “Company” or “Evolv”) in accordance with that certain Stipulation and Agreement of Settlement dated August 5, 2026.…
Filed Aug 10, 2026Accepted Aug 10, 2026, 8:00 AM EDTCIK 1805385Accession 0001805385-26-000040
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 two 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.
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Item 8.01Item 8.01 - Other Events
Item 8.01 Other Events.
On August 6, 2026, the United States District Court for the District of Massachusetts (the “Court”) preliminarily approved the settlement (“Settlement”) of stockholder derivative claims actually or threatened to be brought on behalf of Evolv Technologies Holdings, Inc. (the “Company” or “Evolv”) in accordance with that certain Stipulation and Agreement of Settlement dated August 5, 2026. The Settlement fully and finally resolves the following stockholder derivative matters with prejudice: the consolidated stockholder derivative action pending in the United States District Court for the District of Massachusetts, captioned In re Evolv Technologies Holdings, Inc. Stockholder Derivative Litigation, Master File No. 1:24-cv-12822-ADB (D. Mass. 2024); the stockholder derivative actions pending in the Delaware Court of Chancery, captioned Bersch v. George, et al., C.A. No. 2025-0266-MTZ (Del. Ch. 2025) and Patrick v. Charlton, et al., C.A. No. 2025-1121-MTZ (Del. Ch. 2025); as well as a pre-suit litigation demand asserted by Evolv stockholder Nicholas R. Ingrao. As part of the Settlement, the Company has agreed to implement certain corporate governance enhancements. The Settlement does not require any payment by the Company. The plaintiffs' attorneys' fees and expenses, in the amount of $1,275,000, will be paid by the Company's insurers pursuant to applicable insurance coverage.
Pursuant to the Settlement and the Court’s order granting preliminary approval of the Settlement, the Company is required to file this Current Report on Form 8-K with the Securities and Exchange Commission, including the Notice of Pendency and Proposed Settlement of Stockholder Derivative Actions (the “Notice”), attached hereto as Exhibit 99.1, and the Stipulation and Agreement of Settlement together with the exhibits thereto (collectively, the “Stipulation”), attached hereto as Exhibit 99.2. The Notice and the Stipulation are available for review on the Investor Relations section of the Company’s website at: https://ir.evolvtechnology.com.