Nuvve agreement for $15.7M Fresno project terminated

Nuvve Holding Corp. reported that its master services agreement with Fresno Economic Opportunities Commission for a fleet electrification program has been effectively terminated.

Rhea-AI Filing Summary

Nuvve Holding Corp. reported that its master services agreement with Fresno Economic Opportunities Commission for a fleet electrification program has been effectively terminated. The agreement carried approximately $15.7 million in possible estimated fees and expenses for Nuvve.

The company disputes whether Fresno Economic Opportunities Commission properly terminated the contract but no longer expects the business relationship to continue. Nuvve is negotiating with Fresno Economic Opportunities Commission over costs and fees owed for services already provided, and the final amount it will receive remains uncertain.

Positive

• None.

Negative

• Loss of a sizable project opportunity: A master services agreement tied to approximately $15.7 million in possible fees and expenses for a fleet electrification program has been effectively terminated, and the company no longer expects the underlying business relationship to continue.

Insights

Equity analyst

Termination of a key $15.7M project is a clear setback.

Nuvve Holding Corp. has seen its master services agreement for Fresno Economic Opportunities Commission's fleet electrification project effectively terminated. The agreement contemplated approximately $15.7 million in possible estimated fees and expenses, indicating this was a significant commercial opportunity.

The company disputes whether Fresno Economic Opportunities Commission properly terminated the contract, yet it no longer believes the relationship will continue. This suggests the full economic potential of the project is unlikely to be realized, though the exact financial impact depends on how negotiations over owed costs and fees conclude.

Nuvve is currently negotiating reimbursement for services delivered prior to termination, but there is no assurance on the ultimate amount it will receive. Subsequent company filings may clarify how much of the originally anticipated $15.7 million is recovered and how this affects revenue and cash flow for the period that included the project.

8-K Event Classification

2 items: 1.02, 9.01

2 items

Item 1.02 Termination of a Material Definitive Agreement Business

A significant contract was terminated, which may affect business operations or revenue.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, or exhibit attachments filed with this report.

FAQ

What agreement did Nuvve Holding Corp. (NVVE) report as terminated?

Nuvve reported that its master services agreement dated May 14, 2024 with Fresno Economic Opportunities Commission for a fleet electrification program has been effectively terminated, ending the planned services and materials arrangement for that specific project.

How large was the Fresno Economic Opportunities Commission project for Nuvve (NVVE)?

The Fresno Economic Opportunities Commission fleet electrification project represented approximately $15.7 million in total possible estimated fees and expenses payable to Nuvve for services and materials provided under the master services agreement, highlighting its potential financial significance.

Does Nuvve (NVVE) agree with how the Fresno agreement was terminated?

Nuvve disputes whether Fresno Economic Opportunities Commission properly terminated the master services agreement under its terms, and has reserved its rights, although it no longer reasonably believes that the business relationship contemplated by the agreement will continue.

Will Nuvve (NVVE) receive any payment after the Fresno contract termination?

Nuvve is negotiating with Fresno Economic Opportunities Commission over costs and fees owed for services provided before termination. The company states there can be no assurance regarding the amount it will ultimately receive for work completed under the agreement.

Why did the Fresno Economic Opportunities Commission project with Nuvve (NVVE) end?

The project ended after extensive discussions in which Fresno Economic Opportunities Commission was unwilling to move forward with its fleet electrification program, despite Nuvve’s efforts to accommodate requests and secure alternative options to satisfy certain funding obligations under the agreement.

What is the main risk highlighted by Nuvve’s (NVVE) 8-K about the Fresno agreement?

The main risk is loss of the projected $15.7 million opportunity and uncertainty around recovery of costs and fees. Nuvve notes there is no assurance about the final amount it will receive for services delivered before the master services agreement was terminated.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 02/13/2026 - 04:35 PM Learn about SEC filing dates

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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): February 11, 2026

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 200

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).
o			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 o

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 1.02. Termination of a Material Definitive Agreement

On February 11, 2026, Nuvve Holding Corp. (the “Company”) determined that the master services agreement, dated May 14, 2024 (the “Agreement”), by and between the Company and Fresno Economic Opportunities Commission (the “FEOC”) had been effectively terminated and provided notice to the FEOC of costs and amounts owed to the Company in connection with the termination. As previously disclosed, the Agreement outlined the general scope of work, timeline, and pricing pursuant to which the Company was to provide services and materials to the FEOC in connection with the FEOC’s fleet electrification program. The total possible estimated fees and expenses payable to the Company by FEOC for services and materials provided in relation to the project under the Agreement was approximately $15.7 million. The termination followed extensive discussions between the Company and the FEOC regarding the Agreement and the FEOC’s willingness to continue pursuing its fleet electrification project. Despite the Company’s substantial efforts to accommodate the FEOC’s requests and procuring multiple alternative options to fulfill certain funding obligations under the Agreement, the FEOC was unwilling to move forward with the project. The Company disputes whether the FEOC properly terminated the Agreement pursuant to its terms and has reserved its rights with respect thereto. However, as a practical matter, the Company no longer reasonably believes that the business relationship contemplated by the Agreement will continue.

The Company is currently in negotiations with the FEOC to determine the amount of costs and fees owed to the Company for services provided prior to the date of termination, as it is entitled to under the Agreement. There can be no assurance as to the amount the Company will ultimately receive from the FEOC for services provided under the Agreement prior to the date of termination.

Item 9.01. Financial Statements and Exhibits.

(d)Exhibits.

Exhibit No.						Description
104						Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document.

SIGNATURES

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: February 13, 2026

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

1

Filing Exhibits & Attachments

4 documents

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA DOCUMENT 2.1 KB
• EX-101 XBRL TAXONOMY EXTENSION DEFINITION LINKBASE DOCUMENT 15.6 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE DOCUMENT 27.3 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE DOCUMENT 16.3 KB