Nuvve Holding Corp SEC Filings

Nuvve Holding Corp. reported that on December 18, 2025 it sent a formal letter to its stockholders and publicly distributed the same message via a press release. Both the letter and the press release are included as Exhibits 99.1 and 99.2. The company classifies this communication as soliciting material under proxy rules, and is furnishing, rather than filing, the information under Regulation FD, meaning it is not subject to certain Exchange Act liability provisions unless later specifically incorporated into another filing.

Nuvve Holding Corp. is asking stockholders to approve several major capital-related proposals at a virtual special meeting on December 29, 2025. The centerpiece is an Issuance Proposal that would allow the company to issue more than 19.99% of its common stock, including over 7,788,708 shares, in connection with a November 14, 2025 private placement of Series A Preferred Stock and warrants and a $25 million committed equity facility.

The private placement covers up to 6,000 shares of Series A Preferred Stock with a stated value of $6,000,000.00 for a purchase price of $5,400,000.00, plus warrants and an Additional Investment Right of up to $25,000,000. The preferred stock converts at 90% of the closing common stock price before closing and carries an 8% dividend that can increase to 18%. A separate facility allows Nuvve to sell up to $25,000,000 of common stock at 93% of market-based prices and includes a pre-funded warrant for 2,221,235 shares.

Stockholders are also being asked to double authorized common shares from 200,000,000 to 400,000,000, and to approve the ability to adjourn the meeting to gather more votes. Nuvve states these steps are needed to secure needed capital, but they could significantly dilute existing holders and make takeovers more difficult.

Nuvve Holding Corp. (NVVE) reported a Form 4 showing that President, COO and director Ted Smith was granted 200,000 employee stock options on 11/19/2025 under the company’s Amended and Restated 2020 Long-Term Incentive Plan. These options have an exercise price of $0.195 per share for Nuvve common stock and vest on 12/31/2025, with an expiration date of 11/19/2035. Following this award, Smith beneficially owns 201,710 derivative securities directly.

Nuvve Holding Corp. (NVVE) reported an equity compensation award to its Chief Financial Officer, David G. Robson. On 11/19/2025, he received 937,125 restricted stock units (RSUs) that vested immediately, with each RSU delivering one share of Nuvve common stock at a price of $0. After this grant, he beneficially owned 940,566 shares of common stock directly.

On the same date, he was also granted 1,000,000 employee stock options with an exercise price of $0.195 per share under Nuvve’s Amended and Restated 2020 Long-Term Incentive Plan. These options vest on December 31, 2025 and expire on November 19, 2035. Following this grant, he held 1,000,876 derivative securities (stock options) directly.

Nuvve Holding Corp. (NVVE) reported an insider equity award to its Chief Executive Officer and director. On 11/19/2025, the CEO received 1,323,000 restricted stock units (RSUs)$0 per share. Following this grant, he held 1,656,474.78 shares of common stock directly.

On the same date, he was also granted 2,000,000 employee stock options with an exercise price of $0.195 per share, exercisable into Nuvve common stock. These options vest on December 31, 2025 and expire on November 19, 2035. After this transaction, he beneficially owned 2,002,312 derivative securities, all held directly.

Nuvve Holding Corp. (NVVE) entered into an additional financing with an accredited investor through a senior convertible promissory note and accompanying warrant. On November 17, 2025, the company issued a new note with a $277,777 principal amount at a 10% original issue discount, convertible into common stock at $0.1384 per share, and an additional warrant exercisable for up to 100% of the note’s conversion shares at the same price.

The note bears 8.0% annual interest (rising to 18.0% upon default), matures in 18 months, and is repayable in monthly installments that may be settled in cash or stock if equity conditions are met. A 9.99% beneficial ownership cap limits conversions. The warrant is exercisable immediately, has a five-year term, and both the note and warrant include full ratchet antidilution protection with specified price floors and standard adjustment events. Nuvve received $250,000 in gross proceeds, which it plans to use for working capital and general corporate purposes, and has agreed to register the underlying shares under a future registration statement.

Nuvve Holding Corp. entered into a private financing anchored by Series A Convertible Preferred Stock and warrants. The company agreed to sell 5,000 preferred shares with a stated value of $5,000,000 for an aggregate purchase price of $4,500,000, together with warrants covering 100% of the conversion shares. Closing occurs upon stockholder approval under Nasdaq rules, targeted via a special meeting on or before December 31, 2025.

The preferred converts at 90% of the common stock’s closing price immediately prior to closing (subject to limits and a floor), carries an 8% annual dividend payable quarterly (increasing to 18% upon certain events), and is paired with five‑year warrants initially exercisable at 135% of that closing price. Purchasers also secured an Additional Investment Right for up to $25,000,000 in additional preferred and warrants, with pricing tied to recent trading levels and a floor, plus periodic proceeds requirements.

Separately, Nuvve established a committed equity facility of up to $25,000,000 and issued a pre‑funded warrant for 2,221,235 shares as a commitment fee. Resale registrations are required under a registration rights agreement, with timelines and liquidated damages if missed.

Nuvve Holding Corp. (NVVE) filed its Q3 2025 10‑Q, reporting total revenue of $1.60 million, down from $1.92 million a year ago. Product revenue was $0.95 million, services $0.38 million, and grants $0.27 million. The company posted an operating loss of $5.11 million and a net loss of $4.79 million for the quarter.

For the first nine months, revenue was $2.84 million versus $3.50 million last year, with $12.35 million used in operating cash flow. Cash was $0.94 million at September 30, 2025, plus $0.32 million in restricted cash. Current liabilities totaled $12.94 million, and total stockholders’ deficit was $(1.92) million.

Year to date, financing provided $13.31 million, including common stock offering proceeds and warrant exercises, while debt proceeds were offset by repayments. Shares outstanding were 22,482,750 at September 30, 2025, and 33,566,009 as of November 8, 2025, reflecting significant equity issuances and conversions.

Nuvve Holding Corp. filed an 8-K stating it issued a press release announcing financial results for the third quarter ended September 30, 2025. The press release was furnished as Exhibit 99.1 on November 13, 2025.

The disclosure is provided under Items 2.02 (Results of Operations and Financial Condition) and 7.01 (Regulation FD). The company notes the information furnished under these items is not deemed “filed” for purposes of Section 18 of the Exchange Act. Exhibit 104 contains the cover page Inline XBRL tags.