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Nuvve Holding Corp. (NASDAQ: NVVE) enacts 1-for-18 reverse stock split

Filing Impact
(Moderate)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Nuvve Holding Corp. is implementing a reverse stock split of its common stock at a 1-for-18 ratio. Effective at 12:01 a.m. Eastern Time on July 6, 2026, every 18 issued and outstanding shares will be combined into 1 share, with no change to the par value.

As a result, issued and outstanding common shares will decrease from approximately 9,443,731 pre-split shares to approximately 524,652 post-split shares, subject to adjustment for fractional shares, which will be rounded up to a whole share. Trading on the Nasdaq Capital Market will begin on a split-adjusted basis on July 6, 2026 under a new CUSIP number 67079Y506.

The reverse split does not change the number of authorized shares but proportionately adjusts the share counts and prices of outstanding convertible securities, warrants, stock options and restricted stock units. Related information is incorporated into the company’s effective registration statements, and the number of shares covered thereunder is proportionately reduced pursuant to Rule 416(b).

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Insights

Nuvve consolidates its share count via a 1-for-18 reverse split.

Nuvve Holding Corp. is executing a 1-for-18 reverse stock split, cutting issued and outstanding common shares from about 9.44 million to about 524,652. This is a mechanical change to share count and price, with par value and authorized shares unchanged.

The split also proportionately adjusts outstanding convertible securities, warrants, options and RSUs, as well as the share amounts covered by existing S-1, S-3 and S-8 registration statements under Rule 416(b). Economic ownership does not change; each investor’s proportional stake remains the same after the split.

This type of action is often used to adjust trading price and share structure but the excerpt does not state any pricing targets or listing requirements. The overall impact for investors depends on future trading and corporate actions rather than this technical adjustment alone.

Item 3.03 Material Modification to Rights of Security Holders Securities
A change was made that materially affects the rights of existing shareholders (e.g., dividend rights, voting rights).
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year Governance
The company amended its charter documents, bylaws, or changed its fiscal year.
Item 8.01 Other Events Other
Voluntary disclosure of events the company deems important to shareholders but not covered by other items.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Reverse split ratio 1-for-18 Common stock reverse stock split ratio
Pre-split outstanding shares 9,443,731 shares Issued and outstanding common stock before split
Post-split outstanding shares 524,652 shares Issued and outstanding common stock after split, approx.
Effective time 12:01 a.m. Eastern Time Reverse stock split effective time on July 6, 2026
New CUSIP 67079Y506 CUSIP for common stock after reverse split
Reverse Stock Split financial
"to effect a reverse stock split of the Company’s common stock... at a ratio of 1-for-18 (the “Reverse Stock Split”)."
A reverse stock split is when a company reduces the number of its shares outstanding, making each share more valuable. For example, if you own 100 shares worth $1 each, a 1-for-10 reverse split would turn your 100 shares into 10 shares worth $10 each. Companies often do this to boost their stock price and appear more stable to investors.
Certificate of Amendment regulatory
"filed a Certificate of Amendment (the “Certificate of Amendment”) to the Amended and Restated Certificate of Incorporation"
A certificate of amendment is an official filing that updates a company’s founding documents—its legal “rulebook” that sets share structure, voting rules, name and basic purpose. Think of it like changing the blueprint of a building: small changes are paperwork, big ones can alter who owns how much and who controls decisions. Investors watch these filings because they can affect share counts, voting power, dilution and company value.
Registration Statements regulatory
"The Company has registration statements on Form S-3... Form S-1... and Form S-8... (collectively, the “Registration Statements”)"
Registration statements are detailed documents companies file with securities regulators when they plan to offer shares or other securities to the public. They act like a recipe and instruction manual, listing a company’s business, finances, management, risks and how the offering will work, so investors can judge value and potential downsides. For investors, these filings provide the official, legally required facts needed to make informed decisions and spot warning signs.
Rule 416(b) regulatory
"Pursuant to Rule 416(b) under the Securities Act of 1933, as amended, the amount of undistributed shares of Common Stock deemed covered"
Nasdaq Capital Market market
"Trading of the Common Stock on the Nasdaq Capital Market on a split-adjusted basis will commence"
The Nasdaq Capital Market is a platform where smaller, emerging companies can list their shares for trading by investors. It provides these companies with access to funding and visibility, helping them grow, much like a local marketplace where new vendors can introduce their products to potential customers. For investors, it offers opportunities to discover early-stage companies with growth potential.
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falseJune 30000183687500018368752026-06-302026-06-300001836875us-gaap:CommonStockMember2026-06-302026-06-30


 
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): June 30, 2026
NUVVE HOLDING CORP.
(Exact Name of Registrant as Specified in Charter)
Delaware001-4029686-1617000
(State or Other Jurisdiction
of Incorporation)
(Commission File Number)
(IRS Employer
Identification No.)
2488 Historic Decatur Road, Ste 230San Diego,California92106
(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
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 3.03 Material Modification to Rights of Security Holders.

To the extent required by Item 3.03 of Form 8-K, the information contained in Item 5.03 of this Current Report on Form 8-K is incorporated herein by reference.


Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On June 30, 2026, Nuvve Holding Corp. (the “Company”) filed a Certificate of Amendment (the “Certificate of Amendment”) to the Amended and Restated Certificate of Incorporation of the Company with the Secretary of State of the State of Delaware to effect a reverse stock split of the Company’s common stock, par value $0.0001 per share (the “Common Stock”), at a ratio of 1-for-18 (the “Reverse Stock Split”).

The Certificate of Amendment provides that the Reverse Stock Split will become effective as of 12:01 a.m. Eastern Time on July 6, 2026 (the “Effective Time”), at which time every eighteen (18) shares of issued and outstanding Common Stock will be automatically combined into one (1) issued and outstanding share of Common Stock, without any change in the par value per share. The Certificate of Amendment provides that in the event a stockholder would otherwise be entitled to receive a fraction of a share of Common Stock, such stockholder shall receive one whole share of Common Stock in lieu of such fractional share and no fractional shares shall be issued.

Trading of the Common Stock on the Nasdaq Capital Market on a split-adjusted basis will commence at market open on July 6, 2026. The new CUSIP number for the Common Stock following the Reverse Stock Split is 67079Y506.

As a result of the Reverse Stock Split, the issued and outstanding shares of Common Stock will be decreased from approximately 9,443,731 pre-split shares to approximately 524,652 post-split shares, subject to adjustment for fractional shares. The Reverse Stock Split will not change the number of authorized shares of the Common Stock.

The Reverse Stock Split will apply to the Company’s outstanding convertible securities, warrants, stock options and restricted stock units. The number of shares of Common Stock into which these outstanding securities are convertible or exercisable will be adjusted proportionately as a result of the Reverse Stock Split. The conversion prices of any outstanding convertible securities and the exercise prices of any outstanding warrants or stock options will also be proportionately adjusted in accordance with the terms of those securities and the Company’s equity incentive plans.

As previously announced, on June 23, 2026, the Company’s stockholders approved a reverse stock split proposal at a ratio in the range of 1-for-2 to 1-for-40, with the final ratio to be determined by the Company’s board of directors in its discretion without further approval from the Company’s stockholders. Subsequently on June 23, 2026, the Company’s board of directors approved the final reverse stock split ratio of 1-for-18 (the “Reverse Stock Split Ratio”).

The forgoing description of the Certificate of Amendment does not purport to be complete and is subject to, and is qualified in its entirety by reference to, the full text of the Certificate of Amendment, which is attached as Exhibit 3.1 to this Current Report on Form 8-K, and is incorporated herein by reference.


The information in Item 5.03 of this Current Report on Form 8-K is incorporated herein by reference.

The Company has registration statements on Form S-3 (File Nos. 333-288394 and 333-284988), registration statements on Form S-1 (File Nos. 333-292624, 333-289632, 333-287883, 333-286407 and 333-283451) and registration statements on Form S-8 (File Nos. 333-291915, 333-272687 and 333-259424) (collectively, the “Registration Statements”) on file with the Securities and Exchange Commission (the “SEC”). SEC regulations permit the Company to incorporate by reference future filings made with the SEC pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Securities and Exchange Act of 1934, as amended, prior to the termination of the offerings covered by registration statements filed on Form S-3, Form S-1 and/or Form S-8. The information incorporated by reference is considered part of the prospectus included within each of those registration statements. Information in this Item 8.01 is intended to be automatically incorporated by reference into each of the active Registration Statements, thereby amending them. Pursuant to Rule 416(b) under the Securities Act of 1933, as amended, the amount of undistributed shares of Common Stock deemed covered by the Registration Statements are proportionately reduced as of the effective time of the Reverse Stock Split at the Reverse Stock Split Ratio.




Item 9.01. Financial Statements and Exhibits.
(d)Exhibits.
Exhibit No.Description
3.1
Certificate of Amendment to Amended and Restated Certificate of Incorporation of Nuvve Holding Corp.
104Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document.


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: July 1, 2026
NUVVE HOLDING CORP.
  
 By:/s/ Gregory Poilasne
  Gregory Poilasne
  Chief Executive Officer

Source: View Original Filing on SEC EDGAR

FAQ

What reverse stock split did Nuvve Holding Corp. (NVVE) approve?

Nuvve approved a 1-for-18 reverse stock split of its common stock. Every 18 existing shares will be combined into one share, consolidating the share count while keeping each holder’s proportional ownership unchanged in economic terms.

When does the Nuvve (NVVE) reverse stock split become effective?

The reverse stock split becomes effective at 12:01 a.m. Eastern Time on July 6, 2026. From that date, all issued and outstanding shares, and related securities, will reflect the new 1-for-18 ratio in company records.

How will Nuvve’s (NVVE) outstanding shares change after the reverse split?

Outstanding common shares will decrease from approximately 9,443,731 pre-split to approximately 524,652 post-split, subject to fractional share adjustments. This reduces the share count but does not alter total company value or individual ownership percentage.

How are fractional shares handled in the Nuvve (NVVE) reverse split?

Stockholders otherwise entitled to a fractional share will receive one whole share instead. No fractional shares will be issued; any fractional entitlement is rounded up to a full share, slightly increasing those holders’ share counts relative to a pure ratio.

Does the Nuvve (NVVE) reverse split affect authorized shares or par value?

The reverse stock split does not change the number of authorized common shares or the $0.0001 par value. Only the number of issued and outstanding shares, and corresponding conversion or exercise terms for certain securities, are adjusted.

How will Nuvve’s (NVVE) listed stock and CUSIP change after the split?

Nuvve’s common stock will trade on the Nasdaq Capital Market on a split-adjusted basis starting July 6, 2026. The trading symbol remains NVVE, but the common stock will have a new CUSIP number 67079Y506 following the reverse split.

What happens to Nuvve’s warrants, options and convertible securities after the split?

Outstanding convertible securities, warrants, stock options and RSUs will be adjusted proportionately. The number of underlying shares is reduced by the 1-for-18 ratio, and related conversion or exercise prices are increased accordingly under existing terms and plans.

Filing Exhibits & Attachments

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