Nuvve (NASDAQ: NVVE) sells Switch $400k receivable right to CEO and CFO

Rhea-AI Filing Summary

Nuvve Holding Corp. entered into a related-party Receivable Assignment Agreement with its chief executive officer, Gregory Poilasne, and chief financial officer, David Robson. The company had a contingent right to receive a lump-sum payment of $400,000 from Switch EV Ltd. under a prior termination agreement, subject to certain pricing-related conditions involving Switch and an unrelated third party. On September 24, 2025, Nuvve transferred this right to the two executives in exchange for an aggregate cash payment of $266,000 to the company, following approval by the independent and disinterested members of its board of directors. Under the new agreement, the executives will receive any amounts ultimately paid on the receivable, allocated to them on a pro rata basis.

Insights

Corporate governance and related-party transactions analyst

Nuvve sells a contingent $400,000 receivable to its CEO and CFO for $266,000, in a board-approved related-party deal.

Nuvve Holding Corp. previously held a contingent right to a $400,000 payment from Switch EV Ltd., tied to pricing-related conditions in a transaction between Switch and an unrelated third party. On September 24, 2025, the company assigned this receivable to CEO Gregory Poilasne and CFO David Robson for a cash payment of $266,000, as documented in a Receivable Assignment Agreement.

The filing states that independent and disinterested board members approved the transaction, which is an important governance step when officers are counterparties. Economically, Nuvve receives certain cash upfront, while the executives take on the risk and potential upside of the contingent payment. The agreement provides that any amounts ultimately received on the receivable will go to the two executives, allocated pro rata between them.

This type of transaction can affect how investors view alignment between management and shareholders, but the document frames it as a negotiated assignment of rights, overseen by non-management directors. Subsequent company filings may provide more detail on whether the receivable conditions are met and whether any payments are realized under the assigned right.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

_________________________________

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): September 24, 2025

NUVVE HOLDING CORP.

(Exact Name of Registrant as Specified in Charter)

Delaware

001-40296

86-1617000

(State or Other Jurisdiction of Incorporation)

(Commission File Number)

(IRS Employer Identification No.)

2488 Historic Decatur Road, Ste 230

San Diego,

California

92106

(Address of Principal Executive Offices)

(Zip Code)

Registrant’s telephone number, including area code: (619) 456-5161

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o			Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425).
x			Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12).
o			Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)).
o			Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)).

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading symbols

Name of each exchange on which registered

Common Stock, Par Value $0.0001 Per Share

NVVE

The Nasdaq Stock Market LLC

Warrants to Purchase Common Stock

NVVEW

The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company x

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.        o

Item 1.01. Entry into Material Definitive Agreement

As previously disclosed, on January 24, 2024, Nuvve Holding Corp. (the “Company”) entered into a Termination Agreement with Switch EV Ltd. (“Switch”), which, among other things, provided that Switch shall be obligated to pay the Company a lump-sum payment of $400,000 upon the occurrence of certain pricing-related conditions related to the transaction between Switch and an unrelated third party (the “Receivable”).

On September 24, 2025, as approved by the independent and disinterested members of the board of directors of the Company, the Company entered into a Receivable Assignment Agreement (the “Agreement”) with Gregory Poilasne, the Company’s chief executive officer, and David Robson, the Company’s chief financial officer (Messrs. Poilasne and Robson, collectively, the “Assignees”), pursuant to which the Company transferred and assigned the Company’s right to the Receivable to the Assignees in exchange for an aggregate cash payment from the Assignees of $266,000. As set forth in the Agreement, the Assignees shall be entitled to any and all amounts received by the Company from the Receivable, with such amounts to be allocated pro rata to each Assignee.

The foregoing description of the Agreement is not complete and are qualified in its entirety by reference to the full text of the Agreement, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d)Exhibits.

Exhibit No.						Description
10.1						Receivable Assignment Agreement, dated September 24, 2025, by and among Nuvve Holding Corp., Gregory Poilasne and David Robson.
104						Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document.

1

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: September 30, 2025

			NUVVE HOLDING CORP.
			By:			/s/ Gregory Poilasne
						Gregory Poilasne
						Chief Executive Officer

2

FAQ

What agreement did Nuvve Holding Corp. (NVVE) enter into on September 24, 2025?

Nuvve Holding Corp. entered into a Receivable Assignment Agreement with its chief executive officer, Gregory Poilasne, and chief financial officer, David Robson. Under this agreement, the company transferred its right to a contingent receivable from Switch EV Ltd. to these two executives in exchange for a cash payment.

What is the value of the Switch EV Ltd. receivable assigned by Nuvve (NVVE)?

The receivable relates to a lump-sum payment of $400,000 that Switch EV Ltd. is obligated to pay to Nuvve upon the occurrence of certain pricing-related conditions tied to a transaction between Switch and an unrelated third party.

How much did Nuvve (NVVE) receive from its CEO and CFO for the receivable?

Nuvve received an aggregate cash payment of $266,000 from CEO Gregory Poilasne and CFO David Robson in exchange for assigning to them the company’s right to the contingent $400,000 receivable.

Who approved Nuvve’s assignment of the Switch receivable to its executives?

The transaction was approved by the independent and disinterested members of Nuvve’s board of directors, reflecting board oversight of this related-party arrangement with the CEO and CFO.

Who will receive any payments made on the Switch EV receivable after the assignment?

After the assignment, Gregory Poilasne and David Robson are entitled to any and all amounts received from the receivable, with such amounts allocated to each of them pro rata as provided in the agreement.

Where can investors find the full terms of Nuvve’s Receivable Assignment Agreement?

The complete Receivable Assignment Agreement, dated September 24, 2025, is filed as Exhibit 10.1 to the report and is incorporated by reference for full details of the terms.