Form: 8-K

Current report

August 14, 2025


Exhibit 99.1
image_0a.jpg
Evolv Technology Reports Second Quarter Financial Results

— Company Raises Revenue Growth Outlook for 2025 to 27%-30% —

Q2'25 Revenue of $32.5 million, up 29% year-over-year
Q2'25 Ending ARR1 of $110.5 million, up 27% year-over-year
Q2'25 Net Loss of $(40.5) million, with Net Profit Margin of (125)%
Q2'25 Adjusted EBITDA2 of $2.0 million, with Adjusted EBITDA Margin2 of 6%
Q2'25 Cash Flow from Operations of $2.1 million vs. $(21.6) million in Q2'24

Waltham, Massachusetts – August 14, 2025 – Evolv Technologies Holdings, Inc (NASDAQ: EVLV), a leading security technology company pioneering AI-based solutions designed to help create safer experiences, today announced financial results for the quarter ended June 30, 2025.

“Our second quarter results were marked by strong revenue growth, continued customer acquisition and expansion, and improved visibility that positions us well as we evolve into a more predictable and scalable business," said John Kedzierski, President and Chief Executive Officer of Evolv Technology. "We believe that surpassing 1,000 customers served—and having screened over 3 billion visitors to date—reflects the market’s growing trust in our solutions. Looking ahead, we’re encouraged by the opportunity in the AI-based security screening market and remain focused on delivering consistent, high-quality performance.”

Results for the Second Quarter of 2025
Total revenue for the second quarter of 2025 was $32.5 million, an increase of 29% compared to $25.2 million (as restated) for the second quarter of 2024. Annual Recurring Revenue (“ARR”)1 was $110.5 million at the end of second quarter of 2025, an increase of 27% compared to $87.0 million (as restated) at the end of the second quarter of 2024. Net loss for the second quarter of 2025 was $(40.5) million, or $(0.25) per basic and diluted share, compared to net income of $3.4 million (as restated), or $0.02 per basic and diluted share, in the second quarter of 2024. Adjusted earnings (loss)2 for the second quarter of 2025 was $(3.4) million, or $(0.02) per diluted share, compared to adjusted earnings (loss)2 of $(11.2) million (as restated), or $(0.07) per diluted share (as restated), for the second quarter of 2024. Adjusted EBITDA2 for the second quarter of 2025 was $2.0 million compared to $(8.0) million (as restated) in the second quarter of 2024. As of June 30, 2025, the Company had cash, cash equivalents and marketable securities of $36.9 million and no debt.
Results for the First Six Months of 2025
Total revenue for the six months ended June 30, 2025 was $64.6 million, an increase of 36% compared to $47.4 million (as restated) for the six months ended June 30, 2024. Net loss for the six months ended June 30, 2025 was $(42.2) million, or $(0.26) per basic and diluted share, compared to $(7.9) million (as restated), or $(0.05) per basic and diluted share, in the six months ended June 30, 2024. Adjusted earnings (loss)2 for the six months ended June 30, 2025 was $(6.8) million, or $(0.04) per diluted share, compared to adjusted earnings (loss)2 of $(23.9) million (as restated), or $(0.15) per diluted share (as restated), for the six months ended June 30, 2024. Adjusted EBITDA2 for the six months ended June 30, 2025 was $3.8 million compared to $(18.3) million (as restated) in the six months ended June 30, 2024.



The following table summarizes the breakdown of recurring and non-recurring revenue3 for each period presented:
Three Months Ended
June 30,
Six Months Ended
June 30,
2025 2024 % Change 2025 2024 % Change
(Restated) (Restated)
Recurring revenue $ 26,678  $ 21,016  27  % $ 52,431  $ 39,977  31  %
Non-recurring revenue 5,866  4,208  39  % 12,120  7,428  63  %
Total revenue $ 32,544  $ 25,224  29  % $ 64,551  $ 47,405  36  %
The following table summarizes operating cash flows for each period presented:
Six Months Ended
June 30,
2025 2024
(Restated)
Net loss $ (42,224) $ (7,854)
Adjustments to reconcile net loss to net cash provided by (used in) operating activities 37,361  (10,672)
Changes in operating assets and liabilities 4,437  (19,206)
Net cash used in operating activities $ (426) $ (37,732)

Company Comments on Outlook for 2025
The Company today commented on its business outlook for 2025. 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 2025 to be between $132 to $135 million, reflecting growth of 27% to 30% compared to 2024. The Company believes that this revenue growth, coupled with a focus on operational efficiency, will drive improved profitability and cash flow. The Company expects to deliver positive full year Adjusted EBITDA1 in 2025 with Adjusted EBITDA1 margins in the mid-single digits. The Company expects to be cash flow positive in the fourth quarter of 2025.

Estimate
Issued May 20, 2025
Issued August 14, 2025
Total Revenue (Millions)
$125-$130 $132-$135
Total Revenue Growth Rate
20%-25% 27%-30%
Adjusted EBITDA Margin2
Low to Mid-Single Digits Mid-Single Digits

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 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 three 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.
1 We define Annual Recurring Revenue, or ARR, as subscription revenue and the recurring service revenue related to purchase subscriptions for the final month of the quarter normalized to a one-year period. Our calculation of ARR is not adjusted for the impact of any known or projected future events (such as customer cancellations, upgrades or downgrades, or price increases or decreases) that may cause any such contract not to be renewed on its existing terms. In addition, the amount of actual revenue that we recognize over any 12-month period is likely to differ from ARR at the beginning of that period, sometimes significantly. This may occur due to new bookings, cancellations, upgrades, downgrades or other changes in pending renewals, as well as the effects of professional services revenue and acquisitions or divestitures. As a result, ARR should be viewed independently of, and not as a substitute for or forecast of, revenue and 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 gross profit (loss), adjusted gross margin, adjusted operating expenses, adjusted operating income (loss), adjusted EBITDA, adjusted EBITDA margin, adjusted earnings (loss), and adjusted earnings 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, loss on impairment of lease equipment, non-recurring restructuring and other employee separation costs, and non-recurring legal and regulatory costs, which management believes provides a more meaningful representation of on-going operating expense levels. 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 U.S. Federal Trade Commission investigation, net of estimated insurance recoveries. Adjusted gross profit and adjusted gross margin exclude stock-based compensation expense, amortization of capitalized stock-based compensation, loss on impairment of leased equipment, and non-recurring inventory charges, which management believes provides a more meaningful representation of contribution margin. Adjusted operating loss is defined as operating loss, excluding stock-based compensation expense, amortization of capitalized stock-based compensation, loss on impairment of leased equipment, non-recurring restructuring and other employee separation costs, non-recurring inventory charges, and 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), provision for income taxes, change in fair value of contingent earn-out liability, change in fair value of contingently issuable common stock liability, change in fair value of public warrant liability, loss on impairment of leased equipment, non-recurring restructuring and other employee separation costs, non-recurring inventory charges, and non-recurring legal and regulatory costs. Adjusted earnings (loss) is 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 common stock liability, change in fair value of public warrant liability, loss on impairment of leased equipment, non-recurring restructuring and other employee separation costs, non-recurring inventory charges, and non-recurring legal and regulatory costs. 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 derivative liabilities, changes in the fair value of contingent earn out liabilities, changes in the fair value of contingently issuable common stock liabilities 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, and revenue from installation, training, and professional services.
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 and related presentation materials other than statements of historical facts, including without limitation statements regarding our strategy, market opportunities, and future financial and operational results. Words such as “believe” “may,” “will,” “expect,” “should,” “could,” “anticipate,” “aim,” “estimate,” “intend,” “plan,” “believe,” “potential,” “continue,” “project,” “plan,” “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 and related presentation materials 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; 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; risks related to increasing attention to and evolving expectations for, environmental, social, and governance 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 From 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 and related presentation materials 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 and related presentation materials 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 do not plan to publicly update or revise any forward-looking statements contained in this press release and related presentation materials, 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 LOSS
(In thousands, except share and per share data)
(Unaudited)
Three Months Ended
June 30,
Six Months Ended
June 30,
2025 2024 2025 2024
Revenue:
Product revenue $ 2,528  $ 1,954  $ 4,850  $ 3,445 
Subscription revenue 20,200  15,655  39,437  29,874 
Service revenue 6,686  5,566  13,416  10,818 
License fee and other revenue 3,130  2,049  6,848  3,268 
Total revenue 32,544  25,224  64,551  47,405 
Cost of revenue:
Cost of product revenue 5,351  2,839  8,535  5,953 
Cost of subscription revenue 8,894  6,309  16,790  11,894 
Cost of service revenue 1,710  1,147  3,415  2,345 
Cost of license fee and other revenue 371  172  443  301 
Total cost of revenue 16,326  10,467  29,183  20,493 
Gross profit 16,218  14,757  35,368  26,912 
Operating expenses:
Research and development 4,737  5,850  9,599  12,246 
Sales and marketing 11,736  16,357  22,779  32,216 
General and administrative 17,238  14,061  32,210  25,867 
Restructuring costs —  860  2,662  860 
Total operating expenses 33,711  37,128  67,250  71,189 
Loss from operations (17,493) (22,371) (31,882) (44,277)
Other (expense) income, net:
Interest expense —  —  (1) — 
Interest income 224  681  613  1,766 
Other income (expense), net 136  (39) 161  (67)
Change in fair value of contingent earn-out liability (14,200) 16,514  (5,224) 23,413 
Change in fair value of contingently issuable common stock liability (3,900) 3,747  (2,247) 4,274 
Change in fair value of public warrant liability (5,303) 4,886  (3,582) 7,037 
Total other (expense) income, net (23,043) 25,789  (10,280) 36,423 
(Loss) income before income taxes (40,536) 3,418  (42,162) (7,854)
(Benefit) provision for income taxes (1) —  $ 62  $ — 
Net (loss) income $ (40,535) $ 3,418  $ (42,224) $ (7,854)
Net (loss) income attributable to common stockholders – basic and diluted $ (40,535) $ 3,377  $ (42,224) $ (7,854)
Weighted average common shares outstanding
Basic 165,252,554 156,473,080 163,042,749 154,774,899
Diluted 165,252,554 171,563,943 163,042,749 154,774,899
Net loss per share
Basic $ (0.25) $ 0.02  $ (0.26) $ (0.05)
Diluted $ (0.25) $ 0.02  $ (0.26) $ (0.05)
Net (loss) income $ (40,535) $ 3,418  $ (42,224) $ (7,854)
Other comprehensive (loss) income
Cumulative translation adjustment (85) (131) 11 
Total other comprehensive (loss) income (85) (131) 11 
Total comprehensive (loss) income $ (40,620) $ 3,426  $ (42,355) $ (7,843)



EVOLV TECHNOLOGY
CONDENSED CONSOLIDATED BALANCE SHEETS
(In thousands, except share and per share data)
(Unaudited)
June 30, 2025 December 31, 2024
Assets
Current assets:
Cash and cash equivalents $ 36,942  $ 37,015 
Marketable securities —  14,927 
Accounts receivable, net 41,802  28,392 
Inventory 12,142  16,963 
Current portion of contract assets 847  799 
Current portion of commission asset 5,592  5,429 
Prepaid expenses and other current assets 35,756  17,921 
Total current assets 133,081  121,446 
Contract assets, noncurrent 845  657 
Commission asset, noncurrent 7,331  7,567 
Property and equipment, net 125,478  123,661 
Operating lease right-of-use assets 13,149  13,993 
Other assets 538  735 
Total assets $ 280,422  $ 268,059 
Liabilities and Stockholders’ Equity
Current liabilities:
Accounts payable $ 11,804  $ 10,492 
Accrued expenses and other current liabilities 38,170  19,508 
Current portion of deferred revenue 72,164  64,506 
Current portion of operating lease liabilities 2,716  2,203 
Current portion of contingent earn-out liability 18,033  — 
Total current liabilities 142,887  96,709 
Deferred revenue, noncurrent 19,208  20,266 
Operating lease liabilities, noncurrent 11,550  12,326 
Contingent earn-out liability, non-current —  12,809 
Contingently issuable common stock liability 6,248  4,001 
Public warrant liability 7,879  4,297 
Total liabilities 187,772  150,408 
Stockholders’ equity:
Preferred stock, $0.0001 par value; 100,000,000 authorized at June 30, 2025 and December 31, 2024; no shares issued and outstanding at June 30, 2025 and December 31, 2024
—  — 
Common stock, $0.0001 par value; 1,100,000,000 shares authorized at June 30, 2025 and December 31, 2024; 170,626,362 and 159,602,069 shares issued and outstanding at June 30, 2025 and December 31, 2024, respectively
17  16 
Additional paid-in capital 489,684  472,331 
Accumulated other comprehensive loss (163) (32)
Accumulated deficit (396,888) (354,664)
Stockholders’ equity 92,650  117,651 
Total liabilities and stockholders’ equity $ 280,422  $ 268,059 



EVOLV TECHNOLOGY
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
(Unaudited)
Six Months Ended
June 30,
2025 2024
Cash flows from operating activities:
Net loss $ (42,224) $ (7,854)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization 11,318  7,358 
Write-off of inventory and change in inventory reserve 1,794  1,725 
Loss on disposal of property and equipment 1,633  — 
Stock-based compensation 10,426  13,857 
Amortization of premium on marketable securities, net of change in accrued interest 127  181 
Non-cash lease expense 844  728 
Change in allowance for expected credit losses 166  203 
Change in fair value of earn-out liability 5,224  (23,413)
Change in fair value of contingently issuable common stock 2,247  (4,274)
Change in fair value of public warrant liability 3,582  (7,037)
Changes in operating assets and liabilities
Accounts receivable (13,325) (14,067)
Inventory 6,141  (10,042)
Commission assets 73  (521)
Contract assets (236) 237 
Other assets 197  337 
Prepaid expenses and other current assets (18,849) (2,957)
Accounts payable 6,120  (1,653)
Deferred revenue 6,205  10,271 
Accrued expenses and other current liabilities 18,374  (46)
Operating lease liability (263) (765)
Net cash used in operating activities (426) (37,732)
Cash flows from investing activities:
Development of internal-use software (3,112) (3,112)
Purchases of property and equipment (15,299) (21,618)
Purchases of marketable securities (9,875) (14,567)
Proceeds from maturities of marketable securities 24,675  44,918 
Net cash (used in) provided by investing activities (3,611) 5,621 
Cash flows from financing activities:
Proceeds from exercise of stock options 4,095  636 
Net cash provided by financing activities 4,095  636 
Effect of exchange rate changes on cash and cash equivalents (131) 11 
Net decrease in cash, cash equivalents and restricted cash (73) (31,464)
Cash, cash equivalents and restricted cash
Cash, cash equivalents and restricted cash at beginning of period 37,015  67,437 
Cash, cash equivalents and restricted cash at end of period $ 36,942  $ 35,973 




EVOLV TECHNOLOGY
SUMMARY OF KEY OPERATING STATISTICS
(Unaudited)
Three Months Ended or as of,
($ in thousands) March 31,
2024
June 30,
2024
September 30,
2024
December 31,
2024
March 31,
2025
June 30,
2025
New customers 53  84  52  60  54  63 
Annual recurring revenue $ 79,192  $ 87,011  $ 93,676  $ 99,351  $ 105,990  $ 110,516 
Recurring revenue $ 18,961  $ 21,016  $ 23,764  $ 23,678  $ 25,753  $ 26,678 
.

EVOLV TECHNOLOGY
RECONCILIATION OF GAAP OPERATING EXPENSES TO ADJUSTED OPERATING EXPENSES
(In thousands)
(Unaudited)

Three Months Ended,
March 31,
2024
June 30,
2024
September 30,
2024
December 31,
2024
March 31,
2025
June 30,
2025
(Restated) (Restated)
Operating expenses, GAAP $ 34,061  $ 37,128  $ 34,961  $ 35,619  $ 33,539  $ 33,711 
Stock-based compensation (6,292) (7,254) (7,263) (3,159) (4,660) (5,265)
Loss on impairment of leased equipment —  —  (209) (15) —  — 
Non-recurring restructuring and other employee separation costs —  (1,000) —  (2,060) (2,137) (827)
Other non-recurring legal and regulatory costs (476) (2,185) (2,339) (7,284) (3,561) (5,979)
Adjusted operating expenses $ 27,293  $ 26,689  $ 25,150  $ 23,101  $ 23,181  $ 21,640 




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 INCOME (LOSS) FROM OPERATIONS
(In thousands)
(Unaudited)
Three Months Ended
June 30,
Six Months Ended
June 30,
2025 2024 2025 2024
(Restated) (Restated)
Revenue $ 32,544  $ 25,224  $ 64,551  $ 47,405 
Cost of revenue 16,326  10,467  29,183  20,493 
Gross profit, GAAP 16,218  14,757  35,368  26,912 
Stock-based compensation 282  173  501  311 
Amortization of capitalized stock-based compensation 107  15  210  29 
Loss on disposal of leased equipment 1,255  —  1,255  — 
Non-recurring restructuring and other employee separation costs —  — 
Non-recurring inventory charges —  (68) —  1,136 
Adjusted gross profit $ 17,868  $ 14,877  $ 37,340  $ 28,388 
Gross margin % 49.8  % 58.5  % 54.8  % 56.8  %
Adjusted gross margin % 54.9  % 59.0  % 57.8  % 59.9  %
Three Months Ended
June 30,
Six Months Ended
June 30,
2025 2024 2025 2024
(Restated) (Restated)
Loss from operations, GAAP $ (17,493) $ (22,371) $ (31,882) $ (44,277)
Stock-based compensation 5,547  7,427  10,426  13,857 
Amortization of capitalized stock-based compensation 107  15  210  29 
Loss on disposal of leased equipment 1,255  —  1,255  — 
Non-recurring restructuring and other employee separation costs 833  1,000  2,970  1,000 
Non-recurring inventory charges —  (68) —  1,136 
Other non-recurring legal and regulatory costs 5,979  2,185  9,540  2,661 
Adjusted loss from operations $ (3,772) $ (11,812) $ (7,481) $ (25,594)



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,
2025 2024 2025 2024
(Restated) (Restated)
Net (loss) income $ (40,535) $ 3,418  $ (42,224) $ (7,854)
Depreciation & amortization 5,788  3,901  11,318  7,358 
Stock-based compensation 5,547  7,427  10,426  13,857 
Interest expense (income) (224) (681) (612) (1,766)
Provision for income taxes (1) —  62  — 
Change in fair value of contingent earn-out liability 14,200  (16,514) 5,224  (23,413)
Change in fair value of contingently issuable common stock liability 3,900  (3,747) 2,247  (4,274)
Change in fair value of public warrant liability 5,303  (4,886) 3,582  (7,037)
Loss on disposal of leased equipment 1,255  —  1,255  — 
Non-recurring restructuring and other employee separation costs 833  1,000  2,970  1,000 
Non-recurring inventory charges —  (68) —  1,136 
Other non-recurring legal and regulatory costs 5,979  2,185  9,540  2,661 
Adjusted EBITDA $ 2,045  $ (7,965) $ 3,788  $ (18,332)
Net profit margin % (124.6) % 13.6  % (65.4) % (16.6) %
Impact of adjustments from Net loss to Adjusted EBITDA 130.8  % (45.2) % 71.3  % (22.1) %
Adjusted EBITDA margin % 6.3  % (31.6) % 5.9  % (38.7) %

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,
2025 2024 2025 2024
(Restated) (Restated)
Net (loss) income $ (40,535) $ 3,418  $ (42,224) $ (7,854)
Stock-based compensation 5,547  7,427  10,426  13,857 
Amortization of capitalized stock-based compensation 107  15  210  29 
Change in fair value of contingent earn-out liability 14,200  (16,514) 5,224  (23,413)
Change in fair value of contingently issuable common stock liability 3,900  (3,747) 2,247  (4,274)
Change in fair value of public warrant liability 5,303  (4,886) 3,582  (7,037)
Loss on disposal of leased equipment 1,255  —  1,255  — 
Non-recurring restructuring and other employee separation costs 833  1,000  2,970  1,000 
Non-recurring inventory charges —  (68) —  1,136 
Other non-recurring legal and regulatory costs 5,979  2,185  9,540  2,661 
Adjusted loss $ (3,411) $ (11,170) $ (6,770) $ (23,895)
Weighted average common shares outstanding – diluted 165,252,554  171,563,943  163,042,749  154,774,899 
Adjusted loss per share – diluted $ (0.02) $ (0.07) $ (0.04) $ (0.15)



*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,
2024
June 30,
2024
September 30,
2024
December 31,
2024
March 31,
2025
June 30,
2025
Stock-based compensation:
Cost of product revenue $ —  $ $ $ $ $ 17 
Cost of subscription revenue 91  110  169  154  137  167 
Cost of service revenue 44  51  63  61  67  74 
Cost of license fee and other revenue 10  24 
Research and development 902  1,222  1,243  1,153  1,115  1,154 
Sales and marketing 2,959  2,724  2,516  2,747  1,048  1,710 
General and administrative 2,431  3,308  3,504  (741) 1,972  2,401 
Restructuring costs —  —  —  —  525  — 
Total stock-based compensation $ 6,430  $ 7,427  $ 7,507  $ 3,392  $ 4,879  $ 5,547 
Amortization of capitalized stock-based compensation:
Cost of subscription revenue $ $ $ 13  $ 47  $ 59  $ 60 
Cost of service revenue 10  38  44  47 
Total amortization of capitalized stock-based compensation $ 14  $ 15  $ 23  $ 85  $ 103  $ 107 
Non-recurring restructuring and other employee separation costs:
Cost of service revenue $ —  $ —  $ —  $ —  $ —  $
Research and development —  —  —  —  —  31 
Sales and marketing —  140  —  63  —  613 
General and administrative —  —  —  1,997  —  183 
Restructuring costs —  860  —  —  2,137  — 
Total non-recurring restructuring and other employee separation costs $ —  $ 1,000  $ —  $ 2,060  $ 2,137  $ 833