Nuvve cuts outstanding warrant exercise price to $1

The investors’ exercises generated approximately $253,954 in gross proceeds to Nuvve; the revised $1.00 exercise price applies to the remaining warrant term.

Rhea-AI Filing Summary

Nuvve Holding Corp. (NVVE) reduced the exercise price of its Outstanding AIR Warrants to $1.00 and removed the floor price for each warrant’s remaining term on September 26, 2026.

Investors exercised 253,954 warrants to purchase up to 253,954 shares, generating approximately $253,954 in gross proceeds to Nuvve. The warrants were issued after investors exercised an Additional Investment Right under a securities purchase agreement that permitted purchases of up to $12,500,000 in additional notes and warrants. Resales of shares issuable upon exercise of the Additional Notes and Additional Warrants are registered under Nuvve’s effective Form S-1.

Filing Explained

The filing reports exercise of the AIR warrants and registration of the underlying shares for resale, but does not establish that shares were issued or resold; registration alone is not a sale.

8-K Event Classification

2 items: 1.01, 9.01

2 items

Item 1.01 Entry into a Material Definitive Agreement Business

The company signed a significant contract such as a merger agreement, credit facility, or major partnership.

Item 9.01 Financial Statements and Exhibits Exhibits

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

Key Figures

Warrant exercise price: $1.00 Outstanding AIR Warrants exercised: 253,954 warrants Shares purchasable upon warrant exercise: Up to 253,954 shares +2 more

5 metrics

Warrant exercise price $1.00 Revised on September 26, 2026, for the remaining term of each Outstanding AIR Warrant.

Outstanding AIR Warrants exercised 253,954 warrants Exercised by investors on September 26, 2026.

Shares purchasable upon warrant exercise Up to 253,954 shares Aggregate shares covered by the warrants exercised.

Gross proceeds to Nuvve Approximately $253,954 From the warrant exercises.

Additional Investment Right Up to $12,500,000 Right to purchase additional notes and warrants under the securities purchase agreement.

Key Terms

Additional Investment Right, senior convertible promissory notes, floor price

3 terms

Additional Investment Right financial

"the right (the “Additional Investment Right”) to purchase up to $12,500,000"

senior convertible promissory notes financial

"issue to the Investors senior convertible promissory notes"

A senior convertible promissory note is a formal IOU where a company borrows money and promises to repay it, with this loan getting first priority for repayment if the company runs into trouble. The note also gives the lender the option to swap the debt for company shares, like turning an IOU into ownership, which can dilute existing shareholders. Investors care because it affects a company’s cash needs, its risk profile (higher priority reduces lender risk), and the potential for future share dilution if conversion occurs.

floor price financial

"remove the floor price applicable for the remaining term"

The floor price is the minimum price at which a security, asset, or offering will be sold or accepted, acting like a seller’s “bottom line” or a reserve in an auction. For investors it matters because it sets a visible downside limit and can influence trading, valuation, and expectations of risk—like knowing there’s a safety net that a sale won’t go below a set level.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

How many NVVE warrants were exercised, and how much did Nuvve receive?

On September 26, 2026, investors exercised 253,954 Outstanding AIR Warrants to purchase up to 253,954 shares, generating approximately $253,954 in gross proceeds to Nuvve.

What changed for NVVE’s Outstanding AIR Warrants?

Nuvve reduced the exercise price to $1.00 and removed the floor price applicable for the remaining term of each Outstanding AIR Warrant on September 26, 2026.

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

Understanding 8-K Material Events →

See more from StockTitan in Google Search and AI answers. Adds StockTitan as a preferred source · opens Google

Add on Google Not now

Available on EDGAR 10/07/2026 - 06:02 AM Accepted by SEC EDGAR 10/06/2026 - 08:49 PM Learn about SEC filing dates

false0001836875NONE00018368752026-09-262026-09-260001836875us-gaap:CommonStockMember2026-09-262026-09-26

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 26, 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 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).
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

OTCQB Market

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 1.01. Entry into Material Definitive Agreement

As previously disclosed, on October 31, 2024, Nuvve Holding Corp. (the “Company”) entered into a securities purchase agreement (as amended from time to time, the “Purchase Agreement”) with certain accredited institutional and individual investors (the “Investors”), pursuant to which the Company agreed to issue to the Investors senior convertible promissory notes (as amended and restated, the “Notes”) convertible into shares of the Company’s common stock, par value $0.0001 per share (the “Common Stock”) and accompanying warrants (the “Warrants”) to purchase shares of Common Stock. In addition, the Purchase Agreement provided Investors with the right (the “Additional Investment Right”) to purchase up to $12,500,000 of additional Notes (the “Additional Notes”) and Warrants (the “Additional Warrants”). In May 2025, September 2025, November 2025 and December 2025, certain Investors exercised their respective Additional Investment Right and the Company issued such Investors Additional Notes and Additional Warrants (the “Outstanding AIR Warrants”).

On September 26, 2026, pursuant to Section 2(h) of the Outstanding AIR Warrants, the Company reduced the then current Exercise Price (as defined in the Outstanding AIR Warrants) to $1.00 and remove the floor price applicable for the remaining term of each of the Outstanding AIR Warrants. In connection with the reduction of the Exercise Price, such Investors exercised an aggregate of 253,954 Outstanding AIR Warrants to purchase up to an aggregate of 253,954 shares of Common Stock, for total gross proceeds to the Company of approximately $253,954.

The resale of the shares of Common Stock issuable upon exercise of the Additional Notes and Additional Warrants has been registered pursuant to the Company's effective registration statement on Form S-1 (File No. 333-292624).

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.

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: October 6, 2026

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

2

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 15.1 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE DOCUMENT 26.4 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE DOCUMENT 15.8 KB