Form: 8-K

Current report

November 13, 2025

Documents


Exhibit 99.1
image_0.jpg
Evolv Technology Reports Third Quarter Financial Results

— Company Raises Revenue Outlook for 2025 to $142-$145 Million, up 37%-40% Year-Over-Year —

•Q3'25 Revenue of $42.9 million, up 57% year-over-year
•Q3'25 Ending ARR1 of $117.2 million, up 25% year-over-year
•Q3'25 Net Loss of $(1.8) million, with Net Profit Margin of (4)%
•Q3'25 Adjusted EBITDA2 of $5.1 million, with Adjusted EBITDA Margin2 of 12%
Waltham, Massachusetts – November 13, 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 September 30, 2025.
“We made meaningful progress across many key measures of the business in the third quarter—including subscribers, revenue, and annual recurring revenue, as well as important indicators of profitability and liquidity,” said John Kedzierski, President and Chief Executive Officer of Evolv Technology. “Through strong new customer acquisition and expanding deployments with existing customers, we continue to deliver real-world impact at scale—screening millions of visitors every day across over 1,000 customers. Looking ahead, we’re encouraged by the growing demand for our solutions and are confident in our ability to close the year with momentum as we advance on our goal of building a high-growth, profitable, and cash-generative business.”

Results for the Third Quarter of 2025

Total revenue for the third quarter of 2025 was $42.9 million, an increase of 57% compared to $27.4 million for the third quarter of 2024. Revenue for the third quarter of 2025 was primarily driven by strong new customer additions and continued expansion of deployments across the existing customer base. Revenue for the period also reflected certain notable items that contributed approximately $7.5 million from the following: (i) approximately $3.0 million of revenue (primarily product revenue) associated with the largest customer order in the Company’s history; (ii) approximately $3.0 million attributable to IP license fees and other revenue associated with the Company’s distribution fulfillment model which is being phased out; and (iii) approximately $1.5 million from short-term rental agreements that concluded in the period. Annual Recurring Revenue (“ARR”)1 was $117.2 million at the end of third quarter of 2025, an increase of 25% compared to $93.7 million at the end of the third quarter of 2024. Net loss for the third quarter of 2025 was $(1.8) million, or $(0.01) per basic and diluted share, compared to $(30.4) million, or $(0.19) per basic and diluted share, in the third quarter of 2024. Adjusted earnings (loss)2 for the third quarter of 2025 was $(3.4) million, or $(0.02) per diluted share, compared to adjusted earnings (loss)2 of $(6.9) million, or $(0.04) per diluted share (as restated), for the third quarter of 2024. Adjusted EBITDA2 for the third quarter of 2025 was $5.1 million compared to $(3.0) million in the third quarter of 2024. As of September 30, 2025, the Company had cash, cash equivalents and marketable securities of $56.2 million.


Results for the First Nine Months of 2025
Total revenue for the nine months ended September 30, 2025 was $107.4 million, an increase of 44% compared to $74.8 million for the nine months ended September 30, 2024. Net loss for the nine months ended September 30, 2025 was $(44.0) million, or $(0.26) per basic and diluted share, compared to $(38.3) million, or $(0.25) per basic and diluted share, in the nine months ended September 30, 2024. Adjusted earnings (loss)2 for the nine months ended September 30, 2025 was $(11.5) million, or $(0.07) per diluted share, compared to adjusted earnings (loss)2 of $(30.8) million, or $(0.20) per diluted share, for the nine months ended September 30, 2024. Adjusted EBITDA2 for the nine months ended September 30, 2025 was $9.3 million compared to $(21.3) million in the nine months ended September 30, 2024.
The following table summarizes the breakdown of recurring and non-recurring revenue3 for each period presented:
Three Months Ended
September 30,		Nine Months Ended
September 30,
20252024% Change20252024% Change
Recurring revenue$30,120 $23,764 27 %$82,551 $63,741 30 %
Non-recurring revenue12,730 3,596 254 %24,850 11,024 125 %
Total revenue$42,850 $27,360 57 %$107,401 $74,765 44 %
The following table summarizes operating cash flows for each period presented:
Nine Months Ended
September 30,
20252024
Net loss$(44,020)$(38,297)
Adjustments to reconcile net loss to net cash provided by (used in) operating activities44,660 15,634 
Changes in operating assets and liabilities2,458 (11,394)
Net cash provided by (used in) operating activities$3,098 $(34,057)
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 $142 to $145 million, reflecting growth of 37% to 40% 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 high single digits. The Company expects to be cash flow positive in the fourth quarter of 2025.

Estimate
Issued August 14, 2025
Issued November 13, 2025
Total Revenue (Millions)
$132-$135$142-$145
Total Revenue Growth Rate
27%-30%37%-40%
Adjusted EBITDA Margin2
Mid-Single DigitsHigh 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 for both 2025 and 2026. 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 gross profit and adjusted gross margin exclude stock-based compensation expense, amortization of capitalized stock-based compensation, non-recurring employee restructuring and other separation costs, and non-recurring inventory charges, which management believes provides a more meaningful representation of contribution margin. Adjusted operating expenses is defined as operating expenses less stock-based compensation expense, loss on impairment of lease 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 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 U.S. Federal Trade Commission investigation, net of estimated insurance recoveries. Adjusted operating income (loss), is defined as loss from operations, excluding stock-based compensation expense, amortization of capitalized stock-based compensation, loss on impairment of leased equipment, non-recurring employee restructuring and other separation costs, non-recurring inventory charges, 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), 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, loss on disposal of leased equipment, non-recurring employee restructuring and other separation costs, non-recurring inventory charges, and other non-recurring legal and regulatory costs. 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 common stock liability, change in fair value of public warrant liability, loss on impairment of leased equipment, non-recurring employee restructuring and other separation costs, non-recurring inventory charges, and other 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 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, goals, demand for our products, 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
September 30,		Nine Months Ended
September 30,
2025202420252024
Revenue:
Product revenue$9,242 $1,344 $14,092 $4,789 
Subscription revenue22,685 17,909 62,122 47,783 
Service revenue7,808 6,085 21,224 16,903 
License fee and other revenue3,115 2,022 9,963 5,290 
Total revenue42,850 27,360 107,401 74,765 
Cost of revenue:
Cost of product revenue7,960 2,616 16,495 8,569 
Cost of subscription revenue10,923 7,348 27,713 19,242 
Cost of service revenue2,338 1,404 5,753 3,749 
Cost of license fee and other revenue323 183 766 484 
Total cost of revenue21,544 11,551 50,727 32,044 
Gross profit21,306 15,809 56,674 42,721 
Operating expenses:
Research and development5,608 5,810 15,207 18,056 
Sales and marketing11,715 14,966 34,494 47,182 
General and administrative12,579 13,976 44,789 39,843 
Restructuring costs— — 2,662 860 
Loss from impairment of property and equipment— 209 — 209 
Total operating expenses29,902 34,961 97,152 106,150 
Loss from operations(8,596)(19,152)(40,478)(63,429)
Other (expense) income, net:
Interest expense(713)— (714)— 
Interest income436 628 1,049 2,394 
Other income (expense), net(44)34 117 (33)
Change in fair value of contingent earn-out liability7,521 (8,321)2,297 15,092 
Change in fair value of contingently issuable/returnable common stock liability/asset2,178 (2,056)(69)2,218 
Change in fair value of public warrant liability(2,578)(1,576)(6,160)5,461 
Total other income (expense), net6,800 (11,291)(3,480)25,132 
Loss before income taxes(1,796)(30,443)(43,958)(38,297)
Provision for income taxes— — $62 $— 
Net loss$(1,796)$(30,443)$(44,020)$(38,297)
Net (loss) income attributable to common stockholders – basic and diluted$(1,796)$(30,443)$(44,020)$(38,297)
Weighted average common shares outstanding – basic and diluted172,790,098 157,709,229 166,327,570 155,760,149 
Net loss per share - basic and diluted$(0.01)$(0.19)$(0.26)$(0.25)
Net loss$(1,796)$(30,443)$(44,020)$(38,297)
Other comprehensive income (loss)
Cumulative translation adjustment26 (86)(105)(75)
Total other comprehensive income (loss)26 (86)(105)(75)
Total comprehensive loss$(1,770)$(30,529)$(44,125)$(38,372)


EVOLV TECHNOLOGY
CONDENSED CONSOLIDATED BALANCE SHEETS
(In thousands, except share and per share data)
(Unaudited)
September 30, 2025December 31, 2024
Assets
Current assets:
Cash and cash equivalents$31,504 $37,015 
Marketable securities24,723 14,927 
Accounts receivable, net48,883 28,392 
Inventory8,770 16,963 
Current portion of contract assets1,212 799 
Current portion of commission asset5,956 5,429 
Prepaid expenses and other current assets30,593 17,921 
Total current assets151,641 121,446 
Contract assets, noncurrent381 657 
Commission asset, noncurrent7,759 7,567 
Property and equipment, net126,919 123,661 
Operating lease right-of-use assets12,730 13,993 
Other assets4,859 735 
Total assets$304,289 $268,059 
Liabilities and Stockholders’ Equity
Current liabilities:
Accounts payable$4,724 $10,492 
Accrued expenses and other current liabilities33,954 19,508 
Current portion of deferred revenue77,904 64,506 
Current portion of operating lease liabilities2,765 2,203 
Total current liabilities119,347 96,709 
Deferred revenue, noncurrent18,464 20,266 
Long-term debt, noncurrent28,528 — 
Operating lease liabilities, noncurrent11,107 12,326 
Contingent earn-out liability, noncurrent10,512 12,809 
Contingently issuable common stock liability, noncurrent3,638 4,001 
Public warrant liability, noncurrent10,457 4,297 
Total liabilities202,053 150,408 
Stockholders’ equity:
Preferred stock, $0.0001 par value; 100,000,000 authorized at September 30, 2025 and December 31, 2024; no shares issued and outstanding at September 30, 2025 and December 31, 2024
— — 
Common stock, $0.0001 par value; 1,100,000,000 shares authorized at September 30, 2025 and December 31, 2024; 173,803,265 and 159,602,069 shares issued and outstanding at September 30, 2025 and December 31, 2024, respectively
17 16 
Additional paid-in capital501,040 472,331 
Accumulated other comprehensive loss(137)(32)
Accumulated deficit(398,684)(354,664)
Stockholders’ equity102,236 117,651 
Total liabilities and stockholders’ equity$304,289 $268,059 


EVOLV TECHNOLOGY
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
(Unaudited)
Nine Months Ended
September 30,
20252024
Cash flows from operating activities:
Net loss$(44,020)$(38,297)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization17,859 11,933 
Write-off of inventory and change in inventory reserve2,016 3,151 
Loss from impairment of property and equipment— 209 
Loss on disposal of property and equipment3,503 — 
Stock-based compensation15,816 21,364 
Non-cash interest expense195 — 
Amortization of premium on marketable securities, net of change in accrued interest10 261 
Non-cash lease expense1,263 1,116 
Change in allowance for expected credit losses66 371 
Change in fair value of earn-out liability(2,297)(15,092)
Change in fair value of contingently issuable common stock69 (2,218)
Change in fair value of public warrant liability6,160 (5,461)
Changes in operating assets and liabilities
Accounts receivable(20,557)(13,679)
Inventory11,079 (8,327)
Commission assets(719)(1,005)
Contract assets(137)993 
Other assets437 333 
Prepaid expenses and other current assets(17,331)(4,093)
Accounts payable1,845 216 
Deferred revenue11,596 13,559 
Accrued expenses and other current liabilities16,902 1,655 
Operating lease liability(657)(1,046)
Net cash provided by (used in) operating activities3,098 (34,057)
Cash flows from investing activities:
Development of internal-use software(4,311)(4,773)
Purchases of property and equipment(29,109)(24,443)
Purchases of marketable securities(34,481)(14,567)
Proceeds from maturities of marketable securities24,675 55,635 
Net cash (used in) provided by investing activities(43,226)11,852 
Cash flows from financing activities:
Proceeds from exercise of stock options8,406 1,151 
Proceeds from long-term debt26,316 — 
Net cash provided by financing activities34,722 1,151 
Effect of exchange rate changes on cash and cash equivalents(105)(75)
Net decrease in cash, cash equivalents and restricted cash(5,511)(21,129)
Cash, cash equivalents and restricted cash
Cash, cash equivalents and restricted cash at beginning of period37,015 67,437 
Cash, cash equivalents and restricted cash at end of period$31,504 $46,308 



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		September 30,
2025
New customers53 84 52 60 54 63 62 
Annual recurring revenue$79,192 $87,011 $93,676 $99,351 $105,990 $110,516 $117,200 
Recurring revenue$18,961 $21,016 $23,764 $23,678 $25,753 $26,678 $30,120 
.

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		September 30,
2025
(Restated)(Restated)
Operating expenses, GAAP$34,061 $37,128 $34,961 $35,619 $33,539 $33,711 $29,902 
Stock-based compensation(6,292)(7,254)(7,263)(3,159)(4,660)(5,265)(5,121)
Loss on impairment of leased equipment— — (209)(15)— — — 
Non-recurring employee restructuring and other separation costs— (1,000)— (2,060)(2,137)(827)(6)
Other non-recurring legal and regulatory costs(476)(2,185)(2,339)(7,284)(3,561)(5,979)36 
Adjusted operating expenses$27,293 $26,689 $25,150 $23,101 $23,181 $21,640 $24,811 



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
September 30,		Nine Months Ended
September 30,
2025202420252024
Revenue$42,850 $27,360 $107,401 $74,765 
Cost of revenue21,544 11,551 50,727 32,044 
Gross profit, GAAP21,306 15,809 56,674 42,721 
Stock-based compensation269 244 770 555 
Amortization of capitalized stock-based compensation114 23 324 52 
Non-recurring employee restructuring and other separation costs— — 6 — 
Non-recurring inventory charges— 1,471 — 2,607 
Adjusted gross profit*$21,689 $17,547 $57,774 $45,935 
Gross margin %49.7 %57.8 %52.8 %57.1 %
Adjusted gross margin %50.6 %64.1 %53.8 %61.4 %
*Beginning in the three month period ended September 30, 2025, and on a go-forward basis, management has determined that the loss on disposal of leased equipment should no longer be considered a non-recurring expense, and accordingly, loss on disposal of leased equipment is now reflected within non-GAAP gross margins and adjusted loss from operations.
Three Months Ended
September 30,		Nine Months Ended
September 30,
2025202420252024
Loss from operations, GAAP$(8,596)$(19,152)$(40,478)$(63,429)
Stock-based compensation5,390 7,507 15,816 21,364 
Amortization of capitalized stock-based compensation114 23 324 52 
Loss on impairment of lease equipment— 209 — 209 
Non-recurring employee restructuring and other separation costs6 — 2,976 1,000 
Non-recurring inventory charges— 1,471 — 2,607 
Other non-recurring legal and regulatory costs(36)2,339 9,504 5,000 
Adjusted loss from operations*$(3,122)$(7,603)$(11,858)$(33,197)
*Beginning this quarter, and on a go-forward basis, management has determined that the loss on disposal of leased equipment should no longer be considered a non-recurring expense, and accordingly, loss on disposal of leased equipment is now reflected within non-GAAP gross margins and adjusted loss from operations.


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
September 30,		Nine Months Ended
September 30,
2025202420252024
Net loss$(1,796)$(30,443)$(44,020)$(38,297)
Depreciation & amortization6,541 4,575 17,859 11,933 
Stock-based compensation5,390 7,507 15,816 21,364 
Interest expense (income)277 (628)(335)(2,394)
Provision for income taxes— — 62 — 
Change in fair value of contingent earn-out liability(7,521)8,321 (2,297)(15,092)
Change in fair value of contingently issuable/returnable common stock liability/asset(2,178)2,056 69 (2,218)
Change in fair value of public warrant liability2,578 1,576 6,160 (5,461)
Loss on impairment of leased equipment— 209 — 209 
Loss on disposal of leased equipment1,870 — 3,503 — 
Non-recurring employee restructuring and other separation costs6 — 2,976 1,000 
Non-recurring inventory charges— 1,471 — 2,607 
Other non-recurring legal and regulatory costs(36)2,339 9,504 5,000 
Adjusted EBITDA$5,131 $(3,017)$9,297 $(21,349)
Net profit margin %(4.2)%(111.3)%(41.0)%(51.2)%
Impact of adjustments from Net loss to Adjusted EBITDA16.2 %100.3 %49.6 %22.6 %
Adjusted EBITDA margin %12.0 %(11.0)%8.7 %(28.6)%

EVOLV TECHNOLOGY
RECONCILIATION OF GAAP NET INCOME (LOSS) TO ADJUSTED EARNINGS (LOSS)
(In thousands, except share and per share data)
(Unaudited)
Three Months Ended
September 30,		Nine Months Ended
September 30,
2025202420252024
Net loss$(1,796)$(30,443)$(44,020)$(38,297)
Stock-based compensation5,390 7,507 15,816 21,364 
Amortization of capitalized stock-based compensation114 23 324 52 
Change in fair value of contingent earn-out liability(7,521)8,321 (2,297)(15,092)
Change in fair value of contingently issuable/returnable common stock liability/asset(2,178)2,056 69 (2,218)
Change in fair value of public warrant liability2,578 1,576 6,160 (5,461)
Loss on impairment of lease equipment— 209 — 209 
Non-recurring employee restructuring and other separation costs6 — 2,976 1,000 
Non-recurring inventory charges— 1,471 — 2,607 
Other non-recurring legal and regulatory costs(36)2,339 9,504 5,000 
Adjusted loss$(3,443)$(6,941)$(11,468)$(30,836)
Weighted average common shares outstanding – diluted172,790,098 157,709,229 166,327,570 155,760,149 
Adjusted loss per share – diluted$(0.02)$(0.04)$(0.07)$(0.20)


*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		September 30,
2025
Stock-based compensation:
Cost of product revenue$— $5 $4 $8 $8 $17 $32 
Cost of subscription revenue91 110 169 154 137 167 146 
Cost of service revenue44 51 63 61 67 74 72 
Cost of license fee and other revenue3 7 8 10 7 24 19 
Research and development902 1,222 1,243 1,153 1,115 1,154 1,227 
Sales and marketing2,959 2,724 2,516 2,747 1,048 1,710 1,480 
General and administrative2,431 3,308 3,504 (741)1,972 2,401 2,414 
Restructuring costs— — — — 525 — — 
Total stock-based compensation$6,430 $7,427 $7,507 $3,392 $4,879 $5,547 $5,390 
Amortization of capitalized stock-based compensation:
Cost of subscription revenue$8 $8 $13 $47 $59 $60 $63 
Cost of service revenue6 7 10 38 44 47 51 
Total amortization of capitalized stock-based compensation$14 $15 $23 $85 $103 $107 $114 
Non-recurring employee restructuring and other separation costs:
Cost of service revenue$— $— $— $— $— $6 — 
Research and development— — — — — 31 — 
Sales and marketing— 140 — 63 — 613 $6 
General and administrative— — — 1,997 — 183 — 
Restructuring costs— 860 — — 2,137 — — 
Total non-recurring employee restructuring and other separation costs$— $1,000 $— $2,060 $2,137 $833 $6