Mitsui (NMG) reports diluted Nouveau Monde Graphite stake dropping from 15.8% to 7.6%

Rhea-AI Filing Summary

Mitsui & Co., Ltd. filed Amendment No. 2 to update its beneficial ownership in Nouveau Monde Graphite Inc. after significant dilution from an issuer offering and later financings. Mitsui now beneficially owns 26,052,695 securities, consisting of 13,552,695 Common Shares and 12,500,000 Warrants, representing about 7.6% of NMG’s Common Shares on a partially diluted basis using 329,114,330 shares outstanding as of May 15, 2026. The amendment also quantifies an earlier change when NMG’s December 20, 2024 offering reduced Mitsui’s ownership from 15.8% to 7.6%, a 5.1 percentage-point decrease, and notes this update is a late filing due to administrative error.

Insights

Securities law analyst

Mitsui’s NMG stake fell from 15.8% to 7.6% due to issuer dilution.

Mitsui & Co., Ltd. reports updated beneficial ownership in Nouveau Monde Graphite Inc. after NMG completed an issuer offering in December 2024 and, later, a private placement and subscription receipt exchange disclosed on May 15, 2026. Mitsui holds 13,552,695 Common Shares plus 12,500,000 Warrants.

Using 329,114,330 Common Shares outstanding as of May 15, 2026, Mitsui’s stake is about 7.6% on a partially diluted basis, down from 15.8% before the December 2024 offering. The change reflects NMG issuing additional equity, not a reported sale by Mitsui.

The filing also acknowledges a one‑percent‑or‑more ownership decrease from the December 2024 offering that triggered a Schedule 13D amendment requirement under Rule 13d‑2(a), and states that the related amendment is being filed late due to administrative error. Future ownership percentages will depend on any further NMG share issuances or warrant exercises disclosed in subsequent company filings.

Key Figures

Beneficially owned securities: 26,052,695 securities Common Shares held: 13,552,695 Common Shares Warrants held: 12,500,000 Warrants +5 more

8 metrics

Beneficially owned securities 26,052,695 securities Common Shares plus Warrants held by Mitsui

Common Shares held 13,552,695 Common Shares Portion of Mitsui’s beneficial ownership

Warrants held 12,500,000 Warrants Assumed fully exercised for percentage calculation

Current ownership percentage 7.6% Partially diluted basis using 329,114,330 shares outstanding

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

Subscription receipts exchanged 52,440,000 Common Shares From automatic exchange of subscription receipts

Prior ownership percentage 15.8% After December 20, 2024 offering, partially diluted

Ownership percentage change 5.1 percentage points Decrease from 15.8% to 7.6%

Key Terms

beneficial ownership, Rule 13d-2(a), Private Placement, subscription receipts, +2 more

6 terms

beneficial ownership financial

"Under the definition of "beneficial ownership" as set forth in Rule 13d-3 under the Exchange Act"

Beneficial ownership means the person or entity that actually enjoys the benefits of owning shares or other assets — such as receiving dividends, voting rights, or price gains — even if the legal title is held in another name. For investors it matters because knowing who truly controls and profits from a company reveals who can influence decisions, exposes potential conflicts of interest or hidden concentration of power, and affects transparency and risk in the stock.

Rule 13d-2(a) regulatory

"Rule 13d-2(a) under the Act provides that if any material change occurs"

Private Placement financial

"the Issuer completed a private placement with Canada Growth Fund Inc."

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 receipts financial

"52,440,000 subscription receipts of the Issuer will be automatically exchanged"

Subscription receipts are temporary securities sold to investors that act like a receipt for future shares or cash once certain conditions in a financing or acquisition are met; until those conditions are satisfied, the funds are held in trust. Think of them as a ticket you buy today that will convert into the actual product later or get you a refund if the event doesn’t happen. They matter to investors because they provide a way to participate in a deal now while limiting immediate ownership changes and risk until the outcome is confirmed.

Warrants financial

"13,552,695 Common Shares and 12,500,000 Warrants, which represents approximately 7.6%"

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.

partially diluted basis financial

"represents approximately 7.6% of the outstanding Common Shares (on a partially diluted basis"

Partially diluted basis is a way to count a company’s shares that starts with the current shares outstanding and adds in likely additional shares from things like vested stock options, in‑the‑money warrants, and convertible securities that are expected to convert. For investors it shows a more realistic picture of ownership and per‑share metrics—like earnings per share or market value—by assuming some but not all potential dilution will occur, similar to sizing a pie after accounting for a few extra slices that are likely to be taken.

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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 2)

NOUVEAU MONDE GRAPHITE INC.

(Name of Issuer)

Common Shares, no par value

(Title of Class of Securities)

66979W842

(CUSIP Number)

Mr. Masato Narimatsu
Mitsui & Co., Ltd., 2-1, Otemachi 1-chome
Chiyoda-ku Tokyo, M0, 100-8631
81-80-8035-9179

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

12/20/2024

(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

Mitsui & Co., Ltd.

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

JAPAN

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 26,052,695.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 26,052,695.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

26,052,695.00

12

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

13

Percent of class represented by amount in Row (11)

7.6 %

14

Type of Reporting Person (See Instructions)

CO

Comment for Type of Reporting Person:

This Amendment No. 2 to the Schedule 13D (this "Amendment No. 2") amends and supplements the Schedule 13D originally filed by the Reporting Person on November 18, 2022 and amended on May 6, 2024 (as amended, the "Schedule 13D"), and relates to the Reporting Person's beneficial ownership of Common Shares, no par value, and Common Share Warrants of Nouveau Monde Graphite Inc., a corporation existing under the federal laws of Canada ("NMG" or the "Issuer"). Only those items that are hereby reported are amended; all other items reported in the Schedule 13D remain unchanged. Information given in response to each item shall be deemed incorporated by reference in all other items, as applicable. Capitalized terms not defined in this Amendment No. 2 have the meanings ascribed to them in the Schedule 13D. This Amendment No. 2 is being filed to reflect the dilution of the Reporting Person's beneficial ownership in the Issuer as a result of the Private Placement and Subscription Receipt Exchange described in Item 5 below, as well as the earlier dilution of the Reporting Person's beneficial ownership in the Issuer as a result of the Issuer Offering on December 20, 2024 described in Item 5 below. This filing constitutes a late filing with respect to the Issuer Offering due to administrative error.

SCHEDULE 13D

Item 1.	Security and Issuer
(a)	Title of Class of Securities: Common Shares, no par value
(b)	Name of Issuer: NOUVEAU MONDE GRAPHITE INC.
(c)	Address of Issuer's Principal Executive Offices: 481 rue Brassard, Saint-Michel-des-Saints, QUEBEC, CANADA , J0K 3B0.
Item 2.	Identity and Background
(a)	The last paragraph of Item 2 of the Schedule 13D is hereby amended and restated as follows: In accordance with the provisions of General Instruction C to Schedule 13D, information concerning the executive officers and directors of the Reporting Person as required by Item 2 of Schedule 13D is listed on Annex A hereto and is incorporated by reference herein.
Item 5.	Interest in Securities of the Issuer
(a)	Item 5 of the Schedule 13D is hereby amended and restated as follows: The responses of the Reporting Person to Rows (7) through (13) of the cover pages of this Schedule 13D, are incorporated herein by reference. Pursuant to the current report on Form 6-K filed of the Issuer on May 15, 2026 (the "Issuer Form 6-K"), on May 15, 2026, the Issuer completed a private placement with Canada Growth Fund Inc., the Government of Quebec via Investissement Quebec and ENI S.p.A. (the "Private Placement") and, immediately following the closing of the Private Placement, 52,440,000 subscription receipts of the Issuer will be automatically exchanged for 52,440,000 Common Shares (the "Subscription Receipt Exchange"). Pursuant to the Issuer Form 6-K, immediately following the closing of the Private Placement and the Subscription Receipt Exchange, the Issuer will have 329,114,330 Common Shares issued and outstanding. Under the definition of "beneficial ownership" as set forth in Rule 13d-3 under the Exchange Act, the Reporting Person may be deemed to have the sole power to vote, direct the vote, dispose of or direct the disposition of (and therefore beneficially own), 13,552,695 Common Shares and 12,500,000 Warrants, which represents approximately 7.6% of the outstanding Common Shares (on a partially diluted basis and assuming exercise in full of the Warrants). This percentage was calculated on the basis of 329,114,330 Common Shares outstanding as of May 15, 2026, based on information provided in the Issuer Form 6-K. Rule 13d-2(a) under the Act provides that if any material change occurs in the facts set forth in a reporting person's Schedule 13D, including any material increase or decrease in the percentage of the class beneficially owned, such reporting person shall file an amendment to such Schedule 13D within two business days after the date of such change. Rule 13d-2(a) further provides that an acquisition or disposition of securities in an amount equal to one percent (1%) or more of the class of securities shall be deemed "material" for purposes of the foregoing amendment requirement. Due to inadvertent administrative error, prior to this Amendment No. 2, the Reporting Person failed to file an amendment to Schedule 13D, which was required pursuant to Rule 13d-2(a), to report a decrease in the Reporting Person's beneficial ownership of Common Shares representing one percent (1%) or more of the Common Shares then outstanding (the "One-Percent Decrease"). The One-Percent Decrease occurred due to the Issuer's completion of an offering of its Common Shares (the "Issuer Offering"), which resulted in the ownership percentage of the Common Shares held by the Reporting Person to be reduced. This Amendment No. 2 is being filed to, among other things, reflect and report such change to such ownership percentage to the Common Shares held by the Reporting Person as a result of the Issuer Offering, including the sixty (60)-day pre-amendment trading history required by Item 5(c) of Schedule 13D. ISSUER COMMON COMMON AMOUNT PERCENT OF CHANGE OFFERING SHARES SHARES BENEFICIALLY OUTSTANDING IN DATE SOLD/ISSUED OUTSTANDING OWNED BY COMMON PERCENT REPORTING SHARES FROM PERSON PREVIOUS 12/20/2024 39,682,538 152,261,189 26,052,695(1) 15.8%(2) (5.1)% (1) Includes 13,552,695 Common Shares and 12,500,000 Warrants (2) On a partially diluted basis and assuming exercise in full of the Warrants The share totals and ownership percentages reported by the Reporting Person in this Amendment No. 2 are reflective of the Issuer Offering.
(b)	The responses of the Reporting Person to Rows (7) through (13) of the cover pages of this Schedule 13D, are incorporated herein by reference.
(c)	The Reporting Person, nor, to the knowledge of the Reporting Person, any of the persons listed on Annex A, have effected any transactions that may be deemed to be a transaction in the Common Shares during the past 60 days.
(d)	No other person is known by the Reporting Person to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, Common Shares that may be deemed to be beneficially owned by the Reporting Person as provided herein.
(e)	Not applicable.
Item 7.	Material to be Filed as Exhibits.
	The disclosure in Item 7 is hereby supplemented by adding the following in appropriate numerical order: Exhibit 1: Power of Attorney of Kazumasa Nakai, dated May 19, 2026.

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.

Mitsui & Co., Ltd.

Signature:	/s/ Masato Narimatsu
Name/Title:	M. Narimatsu, General Manager, Advanced Materials Division, Performance Materials Business Unit
Date:	05/19/2026

FAQ

How many Nouveau Monde Graphite (NMG) securities does Mitsui now beneficially own?

Mitsui beneficially owns 26,052,695 NMG securities. This consists of 13,552,695 Common Shares and 12,500,000 Warrants, calculated under Rule 13d-3. The position is used to determine Mitsui’s reported ownership percentage in NMG’s Schedule 13D/A amendment.

What percentage of Nouveau Monde Graphite’s Common Shares does Mitsui’s stake represent?

Mitsui’s stake represents about 7.6% of NMG’s Common Shares on a partially diluted basis. This percentage assumes full exercise of 12,500,000 Warrants and uses 329,114,330 Common Shares outstanding as of May 15, 2026, as disclosed in NMG’s Form 6-K.

How did Nouveau Monde Graphite’s December 20, 2024 offering affect Mitsui’s ownership?

NMG’s December 20, 2024 offering reduced Mitsui’s ownership percentage. After that offering, Mitsui beneficially owned 26,052,695 securities, equal to about 15.8% of the class on a partially diluted basis, and this later fell to 7.6%, reflecting a 5.1 percentage-point decrease in ownership.

What transactions on May 15, 2026 are referenced in Mitsui’s NMG Schedule 13D/A?

The amendment references a private placement and a subscription receipt exchange completed on May 15, 2026. After this private placement and the exchange of 52,440,000 subscription receipts into Common Shares, NMG had 329,114,330 Common Shares outstanding, which is used to calculate Mitsui’s 7.6% stake.

Why does Mitsui describe this NMG Schedule 13D amendment as a late filing?

The amendment is described as late because Mitsui did not previously file a required Schedule 13D amendment for a one-percent-or-more decrease in ownership. That decrease arose from NMG’s December 20, 2024 offering, and the delay is attributed to inadvertent administrative error.

What is the one-percent decrease mentioned in Mitsui’s NMG ownership disclosure?

The one-percent decrease refers to a reduction in Mitsui’s beneficial ownership of NMG Common Shares of at least one percentage point. It was caused by NMG’s December 20, 2024 Common Share offering, which diluted Mitsui’s percentage ownership and triggered an amendment requirement under Rule 13d-2(a).