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): October 25, 2022

Evolv Technologies Holdings, Inc.

(Exact name of registrant as specified in its charter)

(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:

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

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 x

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 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On October 25, 2022, the Compensation Committee of the Board of Directors of Evolv Technologies Holdings, Inc. (the “Company”) approved the Evolv Technologies Holdings, Inc. Severance and Change in Control Plan (the “Severance Plan”) to provide for severance benefits to certain senior-level employees of the Company and its affiliates in the event of qualifying terminations of employment. The Company’s U.S.-based executive officers are eligible to participate in the Severance Plan as participants, effective January 1, 2023.

The Severance Plan provides for three tiers of severance benefits in the event of a termination without “cause” (as such term is defined in the Severance Plan) or for “good reason” (as such term is defined in the Severance Plan), and excluding terminations as a result of death or disability (a “Covered Termination”) with relative benefits tied to the individual’s seniority. The Company’s Chief Executive Officer, Peter George, and Chief Financial Officer, Mark Donohue, will participate in the Severance Plan as Tier 1 participants and the Company’s other executive officers will participate in the Severance Plan as either Tier 1 or Tier 2 Participants depending on their seniority. Participants under the Severance Plan must also execute and return a Participation Notice in order to be eligible to receive benefits under the Severance Plan.

If the executive experiences a Covered Termination outside of the Change in Control Severance Period (as defined below), the executive will be eligible to receive:

However, if such Covered Termination occurs within the period beginning 60 days prior to the closing date of a “change in control” (as defined in the Company’s 2021 Incentive Award Plan, as amended) and ending on the one-year anniversary of such change in control (the “Change in Control Severance Period”), the executive will be eligible to receive:

In addition to the above, in the event of a Covered Termination, whether during a Change in Control Severance Period or otherwise, the executive would also be eligible to receive any unpaid annual bonus for the year prior to the year in which the Covered Termination occurs to which the executive would otherwise have been entitled had his or her employment not terminated.

The executive’s right to receive the severance payments and benefits described above is subject to his or her delivery and, as applicable, non-revocation of a general release of claims in our favor, and his or her continued compliance with any applicable restrictive covenants (the “Release”).

In addition, in the event that any payment under the Severance Plan, together with any other amounts paid to the executive by us, would subject the executive to an excise tax under Section 4999 of the Internal Revenue Code, such payments will be reduced to the extent that such reduction would produce a better net after-tax result for the executive.

This summary of the Plan does not purport to be complete and is subject to and qualified in its entirety by reference to the text of the Plan filed as Exhibit 10.1 to this Current Report on Form 8-K, which is incorporated herein by reference.

Item 9.01.  Financial Statements and Exhibits.

(d) Exhibits

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.