Evolv Technologies Holdings, Inc. filed a Form 8-K on August 10, 2026, disclosing that a U.S. federal court granted preliminary approval on August 6, 2026, to a settlement resolving multiple stockholder derivative actions and a pre-suit demand against the company.

Key Highlights

  • Preliminary approval granted: The United States District Court for the District of Massachusetts preliminarily approved the settlement on August 6, 2026.
  • Multiple actions resolved: The settlement covers the consolidated federal derivative action (Master File No. 1:24-cv-12822-ADB), two Delaware Court of Chancery actions, and a pre-suit demand by stockholder Nicholas R. Ingrao.
  • No company payment required: According to the filing, "The Settlement does not require any payment by the Company."
  • Attorneys' fees covered by insurers: Plaintiffs' attorneys' fees and expenses of $1,275,000 will be paid by the company's insurers under applicable insurance coverage.
  • Corporate governance enhancements: As part of the settlement, the company has agreed to implement certain corporate governance enhancements, as disclosed in the filing.
  • Settlement agreement dated: The Stipulation and Agreement of Settlement is dated August 5, 2026.

Evolv Technologies Reaches Preliminary Settlement of Stockholder Derivative Claims

According to the filing, the United States District Court for the District of Massachusetts preliminarily approved a settlement on August 6, 2026, resolving stockholder derivative claims brought on behalf of Evolv Technologies Holdings, Inc. (NASDAQ: EVLV). The settlement, formalized through a Stipulation and Agreement of Settlement dated August 5, 2026, is described in the filing as fully and finally resolving the covered matters "with prejudice."

The filing identifies the resolved matters as: the consolidated stockholder derivative action captioned In re Evolv Technologies Holdings, Inc. Stockholder Derivative Litigation, Master File No. 1:24-cv-12822-ADB, pending in the District of Massachusetts; two Delaware Court of Chancery actions captioned Bersch v. George, et al., C.A. No. 2025-0266-MTZ, and Patrick v. Charlton, et al., C.A. No. 2025-1121-MTZ; and a pre-suit litigation demand asserted by Evolv stockholder Nicholas R. Ingrao. The company disclosed that it has agreed to implement certain corporate governance enhancements as part of the settlement, though the filing does not specify the nature of those enhancements in this report.

The filing states that the settlement does not require any direct payment by the company. Plaintiffs' attorneys' fees and expenses totaling $1,275,000 are to be paid by the company's insurers pursuant to applicable insurance coverage. The filing also notes that, pursuant to the court's preliminary approval order, the company was required to file this Current Report and attach the Notice of Pendency and Proposed Settlement of Stockholder Derivative Actions (Exhibit 99.1) and the full Stipulation and Agreement of Settlement (Exhibit 99.2). Both documents are also available on the Investor Relations section of the company's website.

What Was Disclosed

Evolv Technologies disclosed the preliminary court approval of a settlement resolving multiple stockholder derivative actions and a pre-suit demand, with no direct company payment required and $1,275,000 in plaintiffs' attorneys' fees to be covered by the company's insurers.