Nuvve (Nasdaq: NVVE) inks OMNIA deal for 50MW Sweden BESS and 1GW pipeline

Rhea-AI Filing Summary

Nuvve Holding Corp. entered into a set of Omnia Venture Agreements with Oelion AB and OMNIA Group Holdings AG to expand its battery energy storage business in Europe, starting with a 50 MW project in Sweden and targeting a pipeline exceeding 1 GW.

Under a 20‑year managerial services agreement, Nuvve will provide technology and consulting and expects to receive approximately $1,345,389 in the first year. As consideration, Nuvve agreed to issue 814,532 common shares, about 19.9% of current outstanding stock, plus Series B preferred shares subject to shareholder approval and milestone completion. The securities are being issued in a private, unregistered transaction.

Positive

• Long-term European BESS partnership with 1 GW+ pipeline gives Nuvve exclusive rights to provide aggregation and consulting services on OMNIA’s European projects, backed by a 20-year contract and expected first-year payments of approximately $1,345,389.
• Equity-for-services structure tied to milestones aligns issuance of 814,532 common shares and future Series B preferred stock with contractual and operational milestones, supporting growth while preserving near-term cash.

Negative

• Significant dilution from equity consideration as Nuvve plans to issue 814,532 common shares, representing about 19.9% of outstanding common stock, with additional Series B preferred shares possible after shareholder approval and milestone completion. This materially increases the share count for existing holders.

Insights

Energy infrastructure & corporate finance analyst

Nuvve secures a long-term European BESS partnership with material equity-based consideration and a large project pipeline.

Nuvve has structured a 20-year cooperation with OMNIA and Oelion, centered on a 50 MW battery energy storage project in Sweden and an identified pipeline above 1 GW over the next 24 months. Nuvve will provide aggregation, engineering, and managerial services and hold an exclusive role on future OMNIA projects in Europe.

The company expects approximately $1,345,389 of payments in the first year under the managerial services agreement, suggesting a recurring-service model over the contract’s twenty-year term. In exchange, Nuvve is issuing 814,532 common shares, equal to about 19.9% of its outstanding common stock as of the agreement date, plus Series B preferred stock contingent on shareholder approval and milestones.

From a capital-structure perspective, the equity consideration represents sizable dilution but is tied to long-dated service revenues and strategic access to a substantial development pipeline. Execution of the Swedish 50 MW project and subsequent deployments, including anticipated operations starting in Q2 2026, will determine how much revenue Nuvve ultimately realizes from this partnership.

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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): March 6, 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, Suite 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):

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425).
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12).
☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)).
☐	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 ☐

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. ☐

Item 1.01 Entry into a Material Definitive Agreement.

On March 6, 2026, Nuvve Holding Corp. (the “Company” or “Nuvve”) entered into a cooperation agreement (the “Cooperation Agreement”) between and among the Company, Oelion AB, a company organized under the laws of Sweden (“Oelion”), and OMNIA Group Holdings AG, a company organized under the laws of Switzerland (“Omnia”). Concurrently with entry into the Cooperation Agreement the Company, Oelion and Omnia also entered into (i) a service agreement for engineering and managerial consulting services (the “Managerial Services Agreement”) and (ii) an aggregation service agreement for battery energy storage system (BESS) (the “Aggregation Service Agreement” and together with the Cooperation Agreement and the Managerial Services Agreement, the “Omnia Venture Agreements”).

Pursuant to the Omnia Venture Agreements, the Company has acquired (i) an option regarding an assignment of a 50 MW battery energy storage system (BESS) project located at Marviken, Sweden (the “Envisaged Project”) and to hold an interconnection agreement with the relevant grid operator regarding the interconnection of the Envisaged Project to the electricity grid (the “Interconnector Agreement”), (ii) a right of first refusal, and (iii) an exclusive right to provide energy aggregation services as well as engineering and managerial consulting services to any new project of OMNIA and its affiliates in Europe. Pursuant to the Managerial Services Agreement the Company will provide its technology and expertise in management of advanced energy storage and grid modernization solutions and will receive payments from Omnia in the first year of approximately $1,345,389 and with a continuing term of twenty years, subject to customary termination provisions. In consideration for this, the Company has agreed to issue, subject to the accomplishment of various contractual and operational milestones, 814,532 shares of Nuvve’s common stock, par value $0.0001 per share, (the “Common Stock Consideration”), which is equivalent to approximately 19.9% of Nuvve’s outstanding Common Stock as of the date of execution of the Cooperation Agreement representing an aggregate value of approximately $1,018,165 as of the close of trading on March 5, 2026, and, subject to prior shareholder approval and the accomplishment of various contractual and operational milestones, shares of Series B Convertible Preferred Stock of Nuvve (the “Preferred Stock Consideration”). Subject to completion of the requisite milestones, per the Cooperation Agreement, the Company will seek to hold a shareholder meeting for purposes of approval of the issuance of the Preferred Stock Consideration before any such issuance is made.

The foregoing descriptions of the terms of the Cooperation Agreement, Aggregation Service Agreement and Managerial Services Agreement are not intended to be complete and are qualified in their entirety by reference to the full text of the Cooperation Agreement, Aggregation Service Agreement and Managerial Services Agreement, which are filed as Exhibits 10.1, 10.2, 10.3, respectively, to this Current Report on Form 8-K and are incorporated by reference herein.

Item 3.02 Unregistered Sales of Equity Securities.

The information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 3.02.

The offer and sale of the securities in the Cooperation Agreement was made pursuant to the exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”), and/or Regulation S thereunder.

This report does not constitute an offer to sell or the solicitation of an offer to buy the securities in the described offering, nor shall there be any offer, solicitation or sale of the securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.

Item 7.01 Regulation FD Disclosure.

On March 6, 2026, the Company issued a press release announcing the entry into the Omnia Venture Agreements. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K, and is incorporated herein by reference.

The information contained in this Item 7.01 and Exhibit 99.1 of this Current Report on Form 8-K is being furnished and shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any registration statement or other filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference to such filing.

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Item 8.01 Other Events.

Important Notice Regarding Forward-Looking Statements

This Current Report on Form 8-K contains forward-looking statements or forward-looking information within the meaning of the U.S. Private Securities Litigation Reform Act of1995. Forward-looking statements may be identified by the use of forward-looking terms such as “may,” “will,” “expects,” “believes,” “aims,” “anticipates,” “plans,” “looking forward to,” “estimates,” “projects,” “assumes,” “guides,” “targets,” “forecasts,” “continue,” “seeks” or the negatives of such terms or other variations on such terms or comparable terminology, although not all forward-looking statements contain such identifying words. Forward-looking statements include, but are not limited to, statements regarding the anticipated completion of the acquisition, the expected timing of recently announced projects, anticipated growth of various business areas, and other statements that are not historical facts. Nuvve cautions you that these forward-looking statements are subject to numerous risks and uncertainties, most of which are difficult to predict and many of which are beyond the control of Nuvve. Such statements are based upon the current beliefs and expectations of management and are subject to significant risks and uncertainties that could cause actual outcomes and results to differ materially. Some of these risks and uncertainties can be found in Nuvve’s most recent Annual Report on Form 10-K and subsequent periodic reports filed with the Securities and Exchange Commission (SEC). These factors should not be construed as exhaustive and should be read in conjunction with the other cautionary statements that are included in the Nuvve’s filings with the SEC. Such forward-looking statements speak only as of the date made, and Nuvve disclaims any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. Readers of this Current Report on Form 8-K.are cautioned not to place undue reliance on these forward-looking statements, since there can be no assurance that these forward-looking statements will prove to be accurate. This cautionary statement is applicable to all forward-looking statements contained in this Current Report on Form 8-K.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.		Description
10.1		Cooperation Agreement between and among the Company, Omnia and Oelion, dated March 6, 2026.
10.2		Aggregation Service Agreement for Battery Energy Storage System (BESS) between and among the Company, Omnia and Oelion, dated March 6, 2026.
10.3		Service Agreement for Engineering and Managerial Consulting Service between and among the Company, Omnia and Oelion, dated March 6, 2026.
99.1		Press Release, dated March 6, 2026.
104		Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document.

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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: March 6, 2026

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

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Exhibit 99.1

Nuvve Partners with OMNIA Global to Address 1GW Development Pipeline with First 50MW/75MWh Battery Energy Storage System in Sweden

Partnership Opens New Revenue Market

SAN DIEGO & ZÜRICH--(BUSINESS WIRE)--Nuvve Holding Corp. (Nasdaq: NVVE), a global leader in advanced energy storage and grid modernization solutions, today announced it is partnering with OMNIA Global to jointly address a pipeline in excess of 1 GW over the next 24 months with the supporting financing. The first and earliest project is a 50MW/75MWh European CE-approved battery energy storage system (BESS) located in Sweden. This marks a significant expansion of the company’s European energy storage footprint.

BESS plays a critical role in modern electricity grids by balancing supply and demand, integrating renewable energy, and enhancing grid stability. BESS technology enables the storage of excess energy generated during periods of low demand and its rapid deployment during peak usage, improving reliability while reducing dependence on fossil fuel-based generation.

Sweden represents one of Europe’s most attractive markets for energy storage investment, driven by its ambitious climate goals, high penetration of renewable energy, and well-developed electricity market. The country’s growing wind and solar capacity, combined with increasing electrification across transportation and industry, has created strong demand for flexible storage solutions. Supportive regulatory frameworks and market structures further enhance the commercial viability of BESS assets, positioning Sweden as a strategic hub for long-term energy storage development.

The first project is expected to commence operations during the second quarter of 2026. It forms part of Nuvve’s broader European development pipeline, which includes battery storage sites in several of the continent’s best-performing energy markets.

Recent market conditions in these regions support potential revenues of €240,000–€300,000 per MW per year (approximately $260,000–$325,000 per MW-year). This project is expected to bring incremental revenues to Nuvve during the second quarter of 2026 after the first batteries become operational.

“The partnership represents a significant revenue opportunity spread across a pipeline exceeding 1GW, positioning Nuvve as a leading global provider of grid-scale energy storage,” said Gregory Poilasne, CEO of Nuvve. “Nuvve continues to build a high-quality portfolio designed to deliver long-term, recurring value through asset ownership, asset management, and exclusive development rights.”

Nuvve will serve as the owner and asset manager for the facility and provide full market access services to optimize revenue generation and grid participation. The acquisition strengthens Nuvve’s position in the rapidly growing Nordic energy storage market and reinforces its long-term strategy of deploying scalable, revenue-generating infrastructure.

This transaction aligns with Nuvve’s broader strategy to expand its global energy storage and grid services platform by leveraging long-term contracts, advanced software, and market optimization capabilities to deliver sustainable growth.

Nuvve also secured exclusive rights to support and deploy battery energy storage projects developed through exiting partnerships that OMNIA Global established. Nuvve also has a Right of First Refusal to acquire ownership stakes in future deployments within this pipeline.

“We see Nuvve as a uniquely fitting partner to efficiently project manage and execute the roll-out of our pipeline utilizing Nuvve’s unique load balancing software and years of experience in BESS from the early days of the market. The European market has high arbitrage opportunities for fast movers and with the partnership of Nuvve we have found a partner that efficiently and comfortably can look at a large scale roll out with the most experienced team of its sector,” said Daniel Hansen, CEO and Chairman of OMNIA Global.

About Nuvve Holding Corp.

Nuvve powers the future of flexible energy by turning batteries, electric vehicles (EV), buildings, and distributed assets into dynamic grid resources. At the core is Nuvve’s advanced platform for intelligent energy management and vehicle-to-grid (V2G), orchestrating real-time bidirectional charging, load optimization, and grid services. By harnessing an ecosystem of electrification partners, fleets, stationary storage, and smart EV chargers, Nuvve helps utilities and communities unlock flexibility at scale — enhancing reliability, accelerating electrification, and lowering costs. Nuvve enables a clean energy future where mobility, buildings, and infrastructure work together to support a more resilient, sustainable, and equitable grid. Headquartered in San Diego, California, Nuvve operates globally and online at nuvve.com.

About Omnia

OMNIA Global is an entrepreneurial single family office that through direct investment aids companies with their growth journey. From providing capital; to identifying, helping and facilitating transformative growth organically or via acquisitions; to going public to create liquid ownership and a non-exit focused operating environment.

Forward-Looking Statements

This press release contains forward-looking statements or forward-looking information within the meaning of the U.S. Private Securities Litigation Reform Act of 1995. Forward-looking statements may be identified by the use of forward-looking terms such as “may,” “will,” “expects,” “believes,” “aims,” “anticipates,” “plans,” “looking forward to,” “estimates,” “projects,” “assumes,” “guides,” “targets,” “forecasts,” “continue,” “seeks” or the negatives of such terms or other variations on such terms or comparable terminology, although not all forward-looking statements contain such identifying words. Forward-looking statements include, but are not limited to, statements regarding the anticipated completion of the acquisition of the initial BESS facility, timing of the pipeline deployment and related project financing, amount and timing of anticipated revenues, the expected timing of recently announced projects, anticipated growth of various business areas, and other statements that are not historical facts. Nuvve cautions you that these forward-looking statements are subject to numerous risks and uncertainties, most of which are difficult to predict and many of which are beyond the control of Nuvve. Such statements are based upon the current beliefs and expectations of management and are subject to significant risks and uncertainties that could cause actual outcomes and results to differ materially. Some of these risks and uncertainties can be found in Nuvve’s most recent Annual Report on Form 10-K and subsequent periodic reports filed with the Securities and Exchange Commission (SEC). These factors should not be construed as exhaustive and should be read in conjunction with the other cautionary statements that are included in the Nuvve’s filings with the SEC. Such forward-looking statements speak only as of the date made, and Nuvve disclaims any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. Readers of this press release are cautioned not to place undue reliance on these forward-looking statements, since there can be no assurance that these forward-looking statements will prove to be accurate. This cautionary statement is applicable to all forward-looking statements contained in this press release.

Media Contact:

Paulo Acuña
pacuna@olmsteadwilliams.com
310.824.9000

FAQ

What did Nuvve (NVVE) announce in its latest 8-K filing?

Nuvve announced long-term Omnia Venture Agreements with OMNIA and Oelion centered on a 50 MW battery storage project in Sweden and a European pipeline exceeding 1 GW, combining technology services, project aggregation, and equity-based consideration to expand its grid-scale energy storage footprint.

How many Nuvve (NVVE) shares are being issued under the Omnia Venture Agreements?

Nuvve agreed to issue 814,532 shares of common stock, equal to approximately 19.9% of its outstanding common stock as of the cooperation agreement date, plus additional Series B Convertible Preferred Stock contingent on prior shareholder approval and the achievement of specified contractual and operational milestones.

What payments will Nuvve (NVVE) receive from OMNIA under the managerial services agreement?

Nuvve will provide engineering and managerial consulting services and expects to receive payments from OMNIA of approximately $1,345,389 in the first year. The agreement has a continuing term of twenty years, with customary termination provisions, supporting a long-duration recurring revenue stream tied to project execution.

What is the initial battery energy storage project described by Nuvve (NVVE)?

The initial project is a 50 MW battery energy storage system located at Marviken, Sweden. Nuvve has an option related to assignment of this project and the associated interconnection agreement, plus exclusive rights to provide energy aggregation and consulting services on OMNIA’s new European projects.

How will Nuvve (NVVE) issue the securities related to the Omnia partnership?

Nuvve is issuing the securities in a private transaction relying on exemptions from registration under Section 4(a)(2) of the Securities Act and/or Regulation S. The common and preferred stock issuances are tied to milestone achievements, with preferred stock also requiring prior shareholder approval before issuance.

What are the exclusive rights Nuvve (NVVE) obtained from OMNIA in Europe?

Nuvve obtained an exclusive right to provide energy aggregation services and engineering and managerial consulting services to any new OMNIA and affiliate projects in Europe, along with a right of first refusal and an option linked to the 50 MW Swedish battery energy storage project and its grid interconnection agreement.

Filing Exhibits & Attachments

8 documents

Press Releases

• EX-99.1 PRESS RELEASE, DATED MARCH 6, 2026 12.8 KB

Agreements & Contracts

• EX-10.1 COOPERATION AGREEMENT BETWEEN AND AMONG THE COMPANY, OMNIA AND OELION, DATED MAR 182.2 KB
• EX-10.2 AGGREGATION SERVICE AGREEMENT FOR BATTERY ENERGY STORAGE SYSTEM (BESS) BETWEEN A 163.2 KB
• EX-10.3 SERVICE AGREEMENT FOR ENGINEERING AND MANAGERIAL CONSULTING SERVICE BETWEEN AND 200.4 KB

Other Documents

• EX-101 XBRL SCHEMA FILE 3.7 KB
• EX-101 XBRL DEFINITION FILE 26.0 KB
• EX-101 XBRL LABEL FILE 35.8 KB
• EX-101 XBRL PRESENTATION FILE 24.6 KB