Evolv Technologies Holdings, Inc. — Form 8-K

Evolv Technologies (market cap ~$999M) settled consolidated stockholder derivative litigation filed by Bonnie Maas, Jonathan Johnson, Steve Bersch, Robert Patrick, and Nicholas Ingrao. No cash payment to plaintiffs; settlement consideration is corporate governance reforms to remain in effect 5 years: amended Audit Committee Charter (quarterly separate sessions with management/auditors, business unit input on disclosures, independent consulting for internal controls); amended Marketing Policy (substantiation requirements, periodic review, corrective disclosure process); amended Disclosure Committee Charter (add sales representative, escalation triggers, coordination with senior officers); amended Corporate Governance Guidelines (Lead Independent Director duties); General Counsel enhanced compliance/marketing oversight duties; annual Board discussions on revenue recognition and FTC compliance; new Management-Level Compliance Committee. Plaintiffs' counsel to receive $1,275,000 in attorneys' fees and expenses (paid by Evolv's insurance carriers), with potential $2,000 service awards per settling stockholder, subject to court approval. Settlement Hearing scheduled October 21, 2026. Defendants deny all wrongdoing.