Investissement Quebec (NMG) boosts ownership to 24.10% after US$61.4M placement

Rhea-AI Filing Summary

Nouveau Monde Graphite Inc. reports a major ownership update as Investissement Quebec increases its stake through a 2026 private placement. On May 15, 2026, the issuer sold 33,351,853 Common Shares to Investissement Quebec at US$1.84 per share, for a cash purchase price of US$61,367,409 funded from the investor’s working capital.

Following this transaction and including warrants and a convertible note, Investissement Quebec beneficially owns 85,751,341 Common Shares, representing 24.10% of the class, based on 329,114,330 Common Shares outstanding plus its underlying convertible securities. The position includes existing Common Shares, 19,841,269 warrants, and additional shares and warrants issuable upon conversion of a convertible note and payment of related interest.

The securities were acquired for investment purposes. As long as Investissement Quebec owns at least 10% of the outstanding Common Shares, it can designate one nominee to the board of directors, and at least 20% ownership entitles it to designate two nominees. The investor states it may buy or sell additional securities depending on market conditions but currently has no specific plans for corporate actions such as mergers, asset sales, or changes to the issuer’s capital structure beyond the governance rights described.

Insights

Equity ownership and governance analyst

Large strategic investor now holds 24.10% of NMG with board nomination rights.

Investissement Quebec’s purchase of 33,351,853 Common Shares at US$1.84, totaling US$61,367,409, is a sizable capital commitment via private placement. This raises its beneficial ownership to 85,751,341 Common Shares, or 24.10% of the class, including warrants and convertible note-linked shares.

The filing details governance rights: one board nominee above 10% ownership and two nominees above 20%. That entrenches Investissement Quebec as a key strategic stakeholder with meaningful influence. Actual impact will depend on how actively it uses these rights and any future share purchases or sales.

The calculation is based on 329,114,330 outstanding Common Shares as of May 15, 2026, plus 26,762,228 underlying securities held by Investissement Quebec. Subsequent disclosures in company filings can show whether this investor adjusts its position or if further financings alter ownership dynamics.

Key Figures

Private placement shares: 33,351,853 shares Private placement price: US$1.84 per share Private placement amount: US$61,367,409 +5 more

8 metrics

Private placement shares 33,351,853 shares Common Shares issued May 15, 2026

Private placement price US$1.84 per share Subscription price for 2026 Private Placement Common Shares

Private placement amount US$61,367,409 Aggregate cash purchase price funded by Investissement Quebec

Beneficially owned shares 85,751,341 shares Total Common Shares beneficially owned by Investissement Quebec

Ownership percentage 24.10% Percent of NMG Common Shares beneficially owned

Shares outstanding 329,114,330 shares Common Shares outstanding as of May 15, 2026

Underlying convertible securities 26,762,228 shares Aggregate Common Shares underlying Investissement Quebec’s convertibles

Outstanding warrants held 19,841,269 warrants Warrants to purchase Common Shares held by Investissement Quebec

Key Terms

Schedule 13D, beneficially owned, warrants, convertible note, +2 more

6 terms

Schedule 13D regulatory

"If the filing person has previously filed a statement on Schedule 13G to report the acquisition..."

A Schedule 13D is a legal document that investors file with regulators when they buy a large enough stake in a company to potentially influence its management or decisions. It provides details about the investor’s intention, ownership stake, and plans, helping other investors understand who is gaining control and what their motives might be.

beneficially owned financial

"11Aggregate amount beneficially owned by each reporting person 85,751,341.00"

Beneficially owned describes securities or assets where a person has the economic rights and control—such as the right to receive dividends and to direct voting—even if legal title is held in another name. Think of it like having the keys and using a car that’s registered to someone else: you get the benefits and make decisions. Investors care because beneficial ownership reveals who truly controls value and voting power, affecting corporate decisions and takeover dynamics.

warrants financial

"Includes (i) 58,989,113 Common Shares... (ii) 19,841,269 warrants to purchase common shares..."

Warrants are special documents that give you the right to buy a company's stock at a set price before a certain date. They are often used as a way for companies to attract investors or raise money, and their value can increase if the company's stock price goes up.

convertible note financial

"up to an additional 2,500,000 Common Shares issuable upon conversion in whole of a convertible note..."

A convertible note is a type of loan that a company gets from investors, which can later be turned into company shares instead of being paid back in cash. It matters because it helps startups raise money quickly without setting a fixed value for the company right away, making it easier to grow and attract investors.

private placement financial

"The aggregate purchase price for the 2026 Private Placement Common Shares..."

A private placement is a way for companies to raise money by selling securities directly to a small group of investors instead of through a public offering. This process is often quicker and less regulated, making it similar to offering a special, exclusive investment opportunity to select individuals or institutions. For investors, it can provide access to unique investment options that are not available on public markets.

subscription agreement financial

"pursuant to a subscription agreement (the "April 2026 Subscription Agreement") dated April 9, 2026."

A subscription agreement is a legal contract in which an investor agrees to buy a specific number of a company’s shares or other securities under set terms, including price, payment method and conditions for closing the sale. It matters to investors because it legally locks in their purchase and the company’s obligations, determines ownership percentage and any investor rights, and can include conditions or promises that affect future control or returns—like signing a detailed purchase order for equity.

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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 4)

Nouveau Monde Graphite Inc.

(Name of Issuer)

Common Shares

(Title of Class of Securities)

66979W842

(CUSIP Number)

Attention: Secretary
1195, avenue Lavigerie, Bureau 060
Quebec, A8, G1V 4N3
(514) 349-4534

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

05/15/2026

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

schemaVersion:

SCHEDULE 13D

CUSIP Number(s): 66979W842

1

Name of reporting person

Investissement Quebec

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

WC

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

QUEBEC, CANADA

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 85,751,341.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 85,751,341.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

85,751,341.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

24.10 %

14

Type of Reporting Person (See Instructions)

CO

Comment for Type of Reporting Person:

(1) Includes (i) 58,989,113 Common Shares, representing approximately 17.92% of the issued and outstanding Common Shares, (ii) 19,841,269 warrants to purchase common shares, (iii) up to an additional 2,500,000 Common Shares issuable upon conversion in whole of a convertible note, (iv) up to 2,500,000 warrants issuable upon conversion in whole of a convertible note, and (v) up to 1,920,959 Common Shares issuable in payment of interest on the convertible note as of March 31, 2026. (2) The percentages used herein are calculated based upon 329,114,330 outstanding Common Shares of Nouveau Monde Graphite Inc. as of May 15, 2026, plus 26,762,228 Common Shares in aggregate underlying convertible securities beneficially owned by Investissement Quebec (the "Reporting Person") and included pursuant to Rule 13d-3(d)(1)(i) of the Act.

SCHEDULE 13D

Item 1.	Security and Issuer
(a)	Title of Class of Securities: Common Shares
(b)	Name of Issuer: Nouveau Monde Graphite Inc.
(c)	Address of Issuer's Principal Executive Offices: 481 rue Brassard, Saint-Michel-des-Saints, Quebec, QUEBEC, CANADA , J0K 3B0.
Item 1 Comment: Explanatory Note: This Statement constitutes Amendment No. 4 to the Schedule 13D filed with the Securities and Exchange Commission ("SEC") on March 30, 2022 (the "Original Schedule 13D"), as amended through to the date hereof (the "Amended Schedule 13D"), with respect to the Common Shares of Nouveau Monde Graphite Inc. (the "Issuer"), held by Investissement Quebec (the "Reporting Person"). This Amendment No. 4 amends and supplements the Amended Schedule 13D on behalf of the undersigned to furnish the information set forth herein. Except as set forth below, all Items of the Amended Schedule 13D remain unchanged. Capitalized terms used but not defined in this Amendment No. 4 shall have the same meanings ascribed to them in the Amended Schedule 13D.
Item 3.	Source and Amount of Funds or Other Consideration
	Item 3 of the Amended Schedule 13D is hereby amended by adding the following at the end thereof: The aggregate purchase price for the 2026 Private Placement Common Shares (as defined below) was US$61,367,409 in cash, and the source of funds was the working capital of the Reporting Person.
Item 4.	Purpose of Transaction
	Item 4 of the Amended Schedule 13D is hereby amended by adding the following at the end thereof: On May 15, 2026, the Issuer issued to the Reporting Person 33,351,853 Common Shares (the "2026 Private Placement Common Shares") pursuant to a subscription agreement (the "April 2026 Subscription Agreement") dated April 9, 2026. The subscription price for the Common Shares was US$1.84 per Common Share, for an aggregate purchase price of US$61,367,409. The Reporting Person acquired the securities for investment purposes. For so long as the Reporting Person directly or indirectly owns ten percent (10%) of the issued and outstanding Common Shares, the Reporting Person shall be entitled to designate one nominee for election or appointment to the Issuer's Board of Directors. For so long as the Reporting Person directly or indirectly owns twenty percent (20%) of the issued and outstanding Common Shares, the Reporting Person shall be entitled to designate two nominees for election or appointment to the Issuer's Board of Directors. Depending on market conditions and other factors, the Reporting Person may from time to time acquire or dispose of securities of the Issuer in the open market, by private agreement or otherwise, or acquire interests in or enter into related financial instruments involving a security of the Issuer. Except as reported herein, the Reporting Person does not have any plans which related to or would result in: a. The acquisition of additional securities of the Issuer, or the disposition of securities of the Issuer; b. An extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the Issuer or any of its subsidiaries; c. A sale or transfer of a material amount of assets of the Issuer or of any of its subsidiaries; d. Any change in the present board of directors or management of the Issuer, including any plans or proposals to change the number or term of directors or to fill any existing vacancies on the board; e. Any material change in the present capitalization or dividend policy of the Issuer; f. Any other material change in the Issuer's business or corporate structure; g. Changes in the Issuer's charter, bylaws or instruments corresponding thereto or other actions which may impede the acquisition of control of the Issuer by any person; h. Causing a class of securities of the Issuer to be delisted from a national securities exchange or to cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association; i. A class of equity securities of the Issuer becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Act; or j. Any action similar to any of those enumerated above.
Item 5.	Interest in Securities of the Issuer
(a)	Item 5 of the Original Schedule 13D is hereby amended to read in its entirety as follows: (a) - (b) Calculations of the percentage of Common Shares beneficially owned are calculated in accordance with Rule 13d-3 and assumes that there are 329,114,330 Common Shares outstanding as of May 15, 2026. The aggregate number and percentage of Common Shares beneficially owned by the Reporting Person and, for the Reporting Person, the number of Common Shares as to which there is sole power to vote or to direct the vote, shared power to vote or to direct the vote, sole power to dispose or to direct the disposition, or shared power to dispose or to direct the disposition, are set forth on rows 7 through 11 and row 13 of the cover pages of this Amended Schedule 13D and are incorporated herein by reference.
(c)	Except as described in this Amended Schedule 13D, neither the Reporting Person nor, to the best of its knowledge, any of its executive officers or directors, has effected any transactions in Common Shares since March 16, 2026 (60 days prior to May 15, 2026).
(d)	To the best knowledge of the Reporting Person, no one other than the Reporting Person, or its partners, members, affiliates or shareholders of such persons, has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Common Shares reported herein as beneficially owned by the Reporting Person.
(e)	Not applicable.
Item 6.	Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer
	Item 6 of the Amended Schedule 13D is hereby amended to add the following at the end thereof: The information set forth in Item 4 hereof is incorporated herein by reference. This description is a summary only and is qualified in its entirety by the terms of the April 2026 Subscription Agreement, which is filed as Exhibit 99.1 to this Amendment No. 4, and is incorporated herein by reference.
Item 7.	Material to be Filed as Exhibits.
	Item 7 of the Amended Schedule 13D is hereby amended and supplemented as follows: Exhibit No. Description 99.7 English Translation of Subscription Agreement dated April 9, 2026 by and between by and between Nouveau Monde Graphite Inc. and Investissement Quebec

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Investissement Quebec

Signature:	/s/ Amyot Choquette
Name/Title:	Amyot Choquette, Directeur principal, Investissements, Ressources naturelles
Date:	05/27/2026

FAQ

How much of Nouveau Monde Graphite (NMG) does Investissement Quebec now beneficially own?

Investissement Quebec now beneficially owns 85,751,341 Common Shares of Nouveau Monde Graphite, representing 24.10% of the class. This percentage is calculated using 329,114,330 shares outstanding as of May 15, 2026, plus its 26,762,228 underlying convertible securities.

What were the terms of Investissement Quebec’s 2026 private placement in NMG?

Investissement Quebec bought 33,351,853 Common Shares of Nouveau Monde Graphite at US$1.84 per share, paying a total of US$61,367,409 in cash. The purchase was funded from Investissement Quebec’s working capital under an April 9, 2026 subscription agreement.

What governance rights did Investissement Quebec gain at Nouveau Monde Graphite (NMG)?

Investissement Quebec can designate one board nominee while it owns at least 10% of NMG’s outstanding Common Shares and two nominees while it owns at least 20%. These rights give the investor direct representation on the issuer’s board of directors.

How is Investissement Quebec’s 24.10% ownership in NMG calculated?

The 24.10% figure includes 58,989,113 Common Shares, 19,841,269 warrants, and additional shares and warrants from a convertible note and interest. It is based on 329,114,330 outstanding shares plus 26,762,228 Common Shares underlying Investissement Quebec’s convertible securities under Rule 13d-3(d)(1)(i).

What types of NMG securities does Investissement Quebec hold besides common shares?

Beyond 58,989,113 Common Shares, Investissement Quebec holds 19,841,269 warrants, up to 2,500,000 Common Shares and 2,500,000 warrants issuable upon full conversion of a convertible note, and up to 1,920,959 Common Shares payable as interest on that note as of March 31, 2026.

Why did Investissement Quebec acquire additional Nouveau Monde Graphite shares in 2026?

Investissement Quebec acquired the 2026 Private Placement Common Shares for investment purposes. The filing notes that, depending on market conditions and other factors, it may later acquire or dispose of NMG securities in the open market, by private agreement, or through related financial instruments.