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Nuvve (NVVE) Q2 2026: revenue up 268% as cash dwindles and deficit widens

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

Rhea-AI Filing Summary

Nuvve Holding Corp. reported second quarter 2026 results, highlighting strong top-line growth but continued significant losses and liquidity pressure. Total revenue was $1.23 million for the quarter, up from $0.33 million a year earlier, an increase of 268.4%, driven mainly by higher product sales and grant revenue.

Profitability deteriorated, with products and services margin at -14.5% versus 60.6% a year ago, impacted by higher replacement warranty costs on discontinued DC chargers, write-downs related to the Troy project, and a higher mix of hardware charging stations. Net loss was $7.3 million compared with $13.6 million in the prior-year quarter, helped by a 52.9% reduction in selling, general and administrative expenses to $6.5 million. Cash operating losses were $7.3 million in the quarter.

Nuvve raised $2.5 million in gross proceeds during the quarter through a private placement, preferred stock issuance, and warrant exercises, but cash and cash equivalents fell to $0.5 million as of June 30, 2026, from $5.5 million at December 31, 2025. Total liabilities were $19.4 million versus total assets of $12.2 million, resulting in a stockholders’ deficit of $7.5 million. Megawatts under management increased to 29.9 MW, up 5.7% over the fourth quarter of 2025.

Positive

  • Revenue grew 268.4% year-over-year in Q2 2026 to $1.23 million, driven by higher product sales and increased grant revenue.
  • Selling, general and administrative expenses were cut by 52.9% to $6.5 million, reflecting substantial cost reductions versus the prior-year quarter.
  • Net loss narrowed by 46.2% to $7.3 million in Q2 2026, aided by higher revenue and significantly lower operating expenses.
  • Megawatts under management rose to 29.9 MW, up 5.7% from Q4 2025 and 16.8% from Q2 2024, indicating portfolio growth.

Negative

  • Gross margin on products and services turned sharply negative to -14.5% from 60.6%, hurt by warranty costs and Troy project write-downs.
  • Cash and cash equivalents dropped to $0.5 million from $5.5 million at year-end 2025, despite raising $2.5 million in gross proceeds.
  • Total liabilities of $19.4 million exceed total assets of $12.2 million, leading to a stockholders’ deficit of $7.5 million.
  • Net cash used in operating activities was $9.4 million for the first six months of 2026, indicating a high cash burn rate relative to cash on hand.

Filing Explained

By June 30, outstanding common shares had risen to 531,248 from 114,991 at year-end, reducing existing holders’ percentage ownership absent offsets.

This Form 8-K furnishes Nuvve’s unaudited financial results for the quarter ended June 30, 2026 and records financing and conversion activity at that reporting date.

Outstanding common shares were 531,248 at June 30, 2026, versus 114,991 at December 31, 2025; absent offsetting changes, that larger share base reduces an existing holder’s percentage ownership.

The cash-flow statement identifies noncash conversions of $3,944,206 of preferred stock and $616,487 of notes and accrued interest into common shares. It also reports Series A convertible preferred stock in two balance-sheet lines, with 15 shares outstanding in mezzanine equity and 109 outstanding in stockholders’ equity at June 30, while J-Kiss units increased to 10,201 from 10,090.

The latest supplied first-quarter record shows $1,727,260 of cash and $6,001,453 of operating cash outflow; that historical cash balance equals 25.9 days of the quarter’s operating cash use.

Sources and calculations
  • Cash and equivalents vs quarterly operating cash outflow, in days of cash use $1,727,260 / ($6,001,453 / 90) = [object Object]
Item 2.02 Results of Operations and Financial Condition Financial
Disclosure of earnings results, typically an earnings press release or preliminary financials.
Item 7.01 Regulation FD Disclosure Disclosure
Material non-public information disclosed under Regulation Fair Disclosure, often investor presentations or guidance.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Q2 2026 Total Revenue $1,226,726 Three months ended June 30, 2026; up from $332,989 in Q2 2025
Q2 2026 Net Loss $7,302,178 Consolidated net loss for the three months ended June 30, 2026
Cash and Cash Equivalents $500,877 Balance as of June 30, 2026; down from $5,467,250 at December 31, 2025
Net Cash Used in Operating Activities $9,391,540 First six months of 2026 operating cash outflow
Selling, General and Administrative Expense $6,544,546 Q2 2026 SG&A, down from $13,905,986 in Q2 2025
Total Liabilities $19,437,651 Total liabilities as of June 30, 2026
Stockholders’ Deficit $7,505,942 Total stockholders’ deficit as of June 30, 2026
Megawatts Under Management 29.9 megawatts Second quarter 2026; 5.7% increase over fourth quarter 2025
mezzanine equity financial
"Mezzanine equity Series A Convertible preferred stock,$0.0001 par value, 35,000 shares authorized"
Mezzanine equity is a layer of financing that sits between bank loans and full ownership, combining elements of borrowed money and equity. It often gives lenders higher potential returns in exchange for taking more risk, sometimes with the option to convert into ownership or receive extra payments; think of it as a middle seat that pays more because it’s less secure than front-row debt. Investors watch it because it affects a company’s debt risk, potential dilution of ownership, and expected returns.
warrants/investment rights liability financial
"Warrants/investment rights liability | 205,105 | | | 474,023"
non-controlling interests financial
"Net loss attributable to non-controlling interest for the three months ended June 30, 2026"
An ownership stake in a subsidiary held by outside shareholders rather than the parent company, representing the portion of that subsidiary’s assets and profits the parent does not control. For investors, it shows what part of consolidated earnings and equity belongs to others — like a roommate who owns part of a house — which affects how much value and profit per share are truly attributable to the parent company’s shareholders.
vehicle-to-grid (V2G) technical
"a commercial vehicle-to-grid (V2G) technology platform that enables electric vehicle batteries"
Vehicle-to-grid (V2G) is a technology that lets electric vehicles send stored battery power back to the electrical grid as well as draw power from it, turning each car into a small, reversible power source. For investors, V2G can create new revenue streams for vehicle owners and utilities, reduce peak power costs, and increase demand for compatible chargers and software—similar to how homeowners earn money by renting out spare space, it monetizes otherwise idle batteries.
stockholders’ deficit financial
"Total stockholders’ deficit | (7,505,942) | | | (2,428,297)"
Stockholders’ deficit is the situation where a company’s total liabilities exceed its total assets, so the book value attributed to shareholders is negative. Think of it like a household with more outstanding debts than the value of its house and possessions—this can signal past losses or aggressive payouts and raises the risk that shareholders may be wiped out, diluted, or face difficulty when the company needs new financing. Investors watch it as a warning about solvency and long‑term financial health.
Total revenue (Q2 2026) $1,226,726 268.4% increase from $332,989 in Q2 2025
Net loss (Q2 2026) $7,302,178 Improved from $13,568,462 net loss in Q2 2025
Net cash used in operating activities (H1 2026) $9,391,540 Higher operating cash outflow compared with prior periods as presented
Cash and restricted cash (end of period) $820,877 Down from $5,787,250 at beginning of year 2026

FAQ

How did Nuvve (NVVE) perform financially in the second quarter of 2026?
Nuvve generated $1.23 million in revenue in Q2 2026, up from $0.33 million a year earlier, and recorded a net loss of $7.3 million, an improvement from a $13.6 million loss in Q2 2025.

What happened to Nuvve (NVVE)’s gross margins in Q2 2026?
Nuvve’s overall products and services margin fell to -14.5% in Q2 2026 from 60.6% a year ago, mainly due to higher replacement warranty costs on discontinued DC chargers and write-downs related to the Troy project.

What is Nuvve (NVVE)’s cash position as of June 30, 2026?
As of June 30, 2026, Nuvve held $0.5 million in cash and cash equivalents and $0.32 million in restricted cash, after using $9.4 million in net cash for operating activities during the first half of 2026.

How much capital did Nuvve (NVVE) raise in Q2 2026 and through what instruments?
During Q2 2026, Nuvve raised $2.5 million in gross proceeds via a private placement, issuance of preferred stock, and exercise of warrants to help support ongoing operations and growth initiatives.

What is Nuvve (NVVE)’s current leverage and equity position?
Nuvve reported total liabilities of $19.4 million and total assets of $12.2 million at June 30, 2026, resulting in a stockholders’ deficit of $7.5 million, indicating liabilities exceed assets.

How is Nuvve (NVVE)’s operational scale changing in terms of megawatts under management?
Nuvve’s megawatts under management increased to 29.9 MW in Q2 2026, up 5.7% from 28.3 MW in Q4 2025 and 16.8% from the second quarter of 2024, showing growth in managed capacity.

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

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false000183687500018368752026-08-142026-08-140001836875us-gaap:CommonStockMember2026-08-142026-08-14


 
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): August 14, 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, Suite 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 classTrading symbolsName of each exchange on which registered
Common Stock, Par Value $0.0001 Per ShareNVVE
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 2.02. Results of Operations and Financial Condition.
On August 14, 2026, Nuvve Holding Corp. (the “Company”) issued a press release announcing financial results for its second quarter ended June 30, 2026. A copy of the press release is furnish herewith as Exhibits 99.1 and incorporated herein by reference.

Item 7.01. Regulation FD Disclosure.
The information set forth in Item 2.02 above is hereby incorporated herein by reference.
The information and exhibit included pursuant to Item 2.02 and 7.01 of this report are being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (“Exchange Act”) or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Exchange Act, except as expressly set forth by specific reference in such a filing.


Item 9.01. Financial Statements and Exhibits.
(d)Exhibits.
Exhibit No.Description
99.1
Press Release Announcing Quarterly Results.
104Cover 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: August 14, 2026
NUVVE HOLDING CORP.
By:/s/ Gregory Poilasne
Gregory Poilasne
Chief Executive Officer
2


Exhibit 99.1
image_0.jpg

Nuvve Provides Second Quarter 2026
Financial Update
Investor Conference Call to be Held Today at 5:00 PM Eastern Time (2:00 PM PT)

SAN DIEGO, August 14, 2026 /PRNewswire/— Nuvve Holding Corp. (“Nuvve”, “we”, the “Company”) (OTCQB Market: NVVE), a green energy technology company that provides a globally-available, commercial vehicle-to-grid (V2G) technology platform that enables electric vehicle (EV) and stationary batteries to store and resell unused energy back to the local electric grid and provides other grid services, today provided a second quarter 2026 update.
 Second Quarter Highlights and Recent Developments

•We raised $2.5 million in gross proceeds through private placement and issuance of preferred stock and exercise of warrants during the second quarter of 2026 to support our operations and growth initiatives
•Total revenues were $1.23 million for the second quarter of 2026 compared to $0.33 million for the second quarter of 2025
•Gross profit margins were 2.6% for the second quarter of 2026 compared to 60.6% for the second quarter 2025
•Cash operating losses were $7.3 million in the second quarter 2026 compared to $14.7 million the second quarter 2025
•We had $0.5 million in cash and cash equivalents as of June 30, 2026 compared to $5.5 million at December 31, 2025
Management Discussion

Gregory Poilasne, Chief Executive Officer of Nuvve, said,“We are pleased with our sales growth in the second quarter after a soft ending in the first quarter. We saw strong year-over-year growth in our CPO business and strengthening of our stationery battery pipeline in Europe, Japan and New Mexico.”




2026 Second Quarter Financial Review

Total revenue was $1.23 million for the three months ended June 30, 2026, compared to $0.33 million for the three months ended June 30, 2025, an increase of $0.89 million, or 268.4%. The increase was primarily attributable to $0.77 million increase in products revenue due to higher customers sales orders and shipments, and a $0.18 million increase in grants, partially offset by a $0.06 million decrease in service revenue. Products and services revenue for the three months ended June 30, 2026, consisted of DC Chargers and AC Chargers of $0.92 million, grid services revenue of $0.01 million, and engineering services of $0.12 million.
Cost of products and services revenue was $1.19 million for the three months ended June 30, 2026, compared to $0.13 million for the three months ended June 30, 2025, an increase of $1.06 million, or 811.7%. The increase was primarily due to higher costs of products revenue driven primarily by higher replacement warranty costs of certain discontinued DC Chargers, and the write-down of certain costs related to the Troy project.
Products margin decreased by 50.0% to 16.1% for the three months ended June 30, 2026, compared to 66.1% in the same prior year period driven by higher replacement warranty costs of certain discontinued DC Chargers in the current quarter.
Services margin decreased by 289.2% to negative 232.6% for the three months ended June 30, 2026, compared to 56.6% in the same prior year period due to write-down of certain costs related to the Troy project as the customer has elected to delay the installation of the AC Charges.
Products and services margin decreased by 75.1% to negative 14.5% for the three months ended June 30, 2026, compared to 60.6% in the same prior year period. Margin was negatively impacted by higher mix of hardware charging stations, a higher replacement warranty costs of certain DC Chargers, the write-down of certain costs related to the Troy project, and a lower mix of engineering services in the second quarter of 2026 compared with the second quarter of 2025.
Selling, general and administrative expenses consist of selling, marketing, advertising, payroll, administrative, legal, finance, and professional expenses. Selling, general and administrative expenses were $6.5 million for the three months ended June 30, 2026, compared to $13.9 million for the three months ended June 30, 2025, a decrease of $7.4 million, or 52.9%.
The decrease during the three months ended June 30, 2026 was primarily attributable to the absence of the fair value of warrants expenses issued for cryptocurrency strategy consulting services of $8.2 million in prior year same quarter, absence of bad debt expenses of $1.0 million related to management fees earned in the Fresno EV infrastructure project in prior year same quarter, decrease in travel and marketing/promotions related expenses of $0.3 million, and decrease in information technology related expenses of $0.1 million, partially offset by increase in legal fees in public company costs related to internal operational reviews/investigation of $1.0 million, increase in office related expenses of $0.4 million, increase in general legal fees expenses of $0.3 million, increase in other public company related costs of $0.3 million, increase in compensation expenses of $0.1 million, including share-based compensation, and increase in professional fees of $0.1 million.
Research and development expenses were $0.9 million for the three months ended June 30, 2026, compared to $1.1 million for the three months ended June 30, 2025, a decrease of $0.2 million, or 14.4%. The decrease during the three months ended June 30, 2026 was primarily attributable to decreases in compensation expenses and subcontractor expenses used to advance our platform functionality and integration with more vehicles and stationary batteries.
Other income, net was $0.15 million in other income for the three months ended June 30, 2026, compared to $1.23 million of other income for the three months ended June 30, 2025, a decrease of $1.08 million. The decrease during the three months ended June 30, 2026 was primarily attributable to the change in fair values of the convertible notes and warrants liability, and increase in sublease income related to the subleasing of part of our main office space, partially offset by increase in interest expense on debt obligations.
Net loss was $7.3 million for the three months ended June 30, 2026, compared to $13.6 million for the three months ended June 30, 2025, a decrease of $6.3 million, or 46.2%. The decrease in net loss was primarily due to an increase of $0.9 million in revenue, a decrease in total operating expenses of $6.5 million and a decrease in other income of $1.1 million.
Net Income (Loss) Attributable to Non-Controlling Interest
Net loss attributable to non-controlling interest for the three months ended June 30, 2026 was $0.33 million, compared to $0.19 million net loss attributable to non-controlling interest for the three months ended June 30, 2025.
2

Net loss is allocated to non-controlling interests in proportion to the relative ownership interests of the holders of non-controlling interests in the entities.
Megawatts Under Management

Megawatts under management refers to the potential available charging capacity Nuvve is currently managing around the world.

Megawatts under management in the second quarter increased 5.7% over the fourth quarter of 2025, to 29.9 megawatts from 28.3 megawatts, and an increase of 4.3 or 16.8% compared to the second quarter of 2024. Stationary batteries we managed in California were decommissioned as they reached the end of their useful life. Our customer intends to replace these batteries in the future, and we are working with this customer to propose our battery aggregation services once their new batteries are installed. In Japan we elected to not continue the management of stationary batteries connected to our platform in partnership with Toyota Tsusho that we had managed for several years, given that expected future revenue generation was limited under our existing agreement. Instead we have focused our efforts in driving new business development efforts in Japan, with a focus on battery aggregation services for commercial and governmental customers throughout the country.
3

Conference Call Details
The Company will hold a conference call to review its financial results for the second quarter of 2026, along with other Company developments, at 5:00 PM Eastern Time (2:00 PM PT) today, Thursday, August 14, 2026.

To participate in the call, please register for and listen via a live webcast, available in the ‘Events' section of Nuvve’s investor relations website at https://investors.nuvve.com/. In addition, a replay of the call will be made available for future access.
About Nuvve Holding Corp.

Nuvve Holding Corp. (Nasdaq: NVVE) is a global leader in the electrification of the planet, beginning with transportation, through its intelligent energy platform. Combining the advanced vehicle-to-grid (V2G) technology and an ecosystem of electrification partners, Nuvve dynamically manages power among electric vehicle (EV) batteries and the grid to deliver new value to EV owners, accelerate the adoption of EVs, and support the world’s transition to clean energy. By transforming EVs into mobile energy storage assets and networking battery capacity to support shifting energy needs, Nuvve is making the grid more resilient, enhancing sustainable transportation, and supporting energy equity in an electrified world. Since its founding in 2010, Nuvve has successfully deployed V2G on five continents and offers turnkey electrification solutions for fleets of all types. Nuvve is headquartered in San Diego, California, and can be found online at nuvve.com.

Nuvve and associated logos are among the trademarks of Nuvve and/or its affiliates in the United States, certain other countries and/or the European Union. Any other trademarks or trade names mentioned are the property of their respective owners.

Cautionary Statement Regarding 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 concerning Nuvve’s expectations, plans, intentions, strategies, prospects, business plans, product and service offerings, new deployments, potential project successes, 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). Copies of these filings are available online at www.sec.gov, https://investors.nuvve.com or on request from Nuvve. 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.
Nuvve Investor Contact
investorrelations@nuvve.com
+1 (619) 483-3448

Nuvve Press Contacts
press@nuvve.com
+1 (619) 483-3448
4

FINANCIAL TABLES FOLLOW
 NUVVE HOLDING CORP. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS(Unaudited)
June 30, 2026December 31, 2025
Assets
Current assets
Cash$500,877 $5,467,250 
Restricted cash320,000 320,000 
Accounts receivable, net712,863 1,094,651 
Inventories572,048 800,819 
Prepaid expenses 1,011,345 883,301 
Deferred costs - current1,754,254 709,286 
Due from related party— 574,503 
Other current assets1,001,187 1,184,704 
Total current assets5,872,574 11,034,514 
Property and equipment, net885,348 618,444 
Intangible assets, net991,018 1,065,705 
Goodwill96,000 96,000 
Investment in leases96,258 98,321 
Right-of-use operating lease assets3,515,576 3,779,757 
Deferred costs - noncurrent594,558 594,558 
Security deposit, long-term122,966 105,782 
Total assets$12,174,298 $17,393,081 
Liabilities and Equity
Current liabilities
Accounts payable$4,385,907 $3,406,969 
Due to customers145,000 — 
Accrued expenses4,951,702 1,842,722 
Deferred revenue - current1,587,959 1,022,453 
Debt - term loan1,455,809 — 
Due to related party - promissory notes - current611,645 1,113,564 
Convertible notes - current18,284 616,179 
Operating lease liabilities - current1,021,085 860,130 
Dividend payable 121,746 — 
Other liabilities— 2,340 
Customer deposits455,408 918,631 
Total current liabilities14,754,545 9,782,988 
Operating lease liabilities - noncurrent3,261,294 3,558,659 
Due to related party - promissory notes - noncurrent— — 
Convertible notes - noncurrent— — 
Deferred revenue - noncurrent1,082,519 874,779 
Warrants/investment rights liability205,105 474,023 
Other long-term liabilities134,188 172,089 
Total liabilities19,437,651 14,862,538 
Commitments and Contingencies
Mezzanine equity
Series A Convertible preferred stock,$0.0001 par value, 35,000 shares authorized, 349 issued and 15 outstanding at June 30, 2026, and 333 shares issued and outstanding at December 31, 2025; aggregate liquidation preference of $276,076 and $6,000,000 at June 30, 2026 and December 31, 2025, respectively
242,589 4,958,840 
Stockholders’ equity
Preferred Class A units, zero par value, 4,900,000 shares authorized; 4,900,000 units issued and outstanding at June 30, 2026, and 4,900,000 units issued and outstanding at December 31, 2025.166,698 166,698 
J-Kiss units,zero par value,100,000,000 shares authorized; 10,201 units issued and outstanding at June 30, 2026, and 10,090 units issued and outstanding at December 31, 2025.1,225,039 615,960 
Class B units, zero par value, 2,500,000 units authorized; 300,000 units issued and outstanding at June 30, 2026, and 300,000 units issued and outstanding at December 31, 2025.
300,000 300,000 
Series A Convertible preferred stock, $0.0001 par value, 35,000 shares authorized; 134 shares issued and 109 outstanding at June 30, 2026, and zero shares issued and zero outstanding at December 31, 2025; aggregate liquidation preference of $2,008,425 and zero at June 30, 2026 and December 31, 2025, respectively1,734,808 — 
Preferred stock, $0.0001 par value, 1,000,000 shares authorized; zero shares issued and outstanding at June 30, 2026 and December 31, 2025, respectively— — 
Common stock, $0.0001 par value, 400,000,000 shares authorized; 531,250 shares issued and 531,248 outstanding at June 30, 2026 and 114,993 shares issued and 114,991 outstanding at December 31, 2025, respectively12,507 11,758 
Treasury stock, at cost, 2 shares outstanding at June 30, 2026 and December 31, 2025, respectively— — 
Additional paid-in capital199,993,541 193,616,119 
Accumulated other comprehensive income(18,590)38,041 
Accumulated deficit(209,404,434)(196,421,627)
Nuvve Holding Corp. stockholders’ deficit (5,990,431)(1,673,051)
Non-controlling interests(1,515,511)(755,246)
Total stockholders’ deficit (7,505,942)(2,428,297)
Total mezzanine equity242,589 4,958,840 
Total Liabilities, stockholders' deficit and mezzanine equity$12,174,298 $17,393,081 
5

  NUVVE HOLDING CORP. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
Three Months Ended June 30,Six Months Ended June 30,
2026202520262025
Revenue
Products $915,599 $141,905 $1,356,430 $707,456 
Services128,337 191,084 834,698 458,388 
Grants182,790 — 428,718 79,610 
Total revenue1,226,726 332,989 2,619,846 1,245,454 
Operating expenses
Cost of products768,109 48,124 1,350,000 541,339 
Cost of services426,813 82,941 586,890 150,970 
Selling, general, and administrative6,544,546 13,905,986 11,433,877 18,960,049 
Research and development935,378 1,093,163 2,541,396 1,976,935 
Total operating expenses8,674,846 15,130,214 15,912,163 21,629,293 
Operating loss(7,448,120)(14,797,225)(13,292,317)(20,383,839)
Other income (expense)
Interest expense, net(152,633)(707,017)(265,141)(1,242,834)
Change in fair value of convertible notes— 1,142,710 — 51,704 
Change in fair value of warrants/investment rights liability142,140 565,800 357,681 441,182 
Other, net156,435 227,270 293,916 686,724 
Total other income (expense), net145,942 1,228,763 386,456 (63,224)
Loss before taxes(7,302,178)(13,568,462)(12,905,861)(20,447,063)
Income tax expense — — — — 
Net loss$(7,302,178)$(13,568,462)$(12,905,861)$(20,447,063)
Less: Net loss attributable to non-controlling interests(327,329)(189,662)(760,265)(195,260)
Net loss attributable to Nuvve Holding Corp.$(6,974,849)$(13,378,800)$(12,145,596)$(20,251,803)
Less: Preferred dividends 97,105 — 176,371 — 
Less: Accretion of issuance discount on preferred stock76,633 — 660,839 — 
Net loss attributable to Nuvve Holding Corp. common stockholders$(7,148,587)$(13,378,800)$(12,982,806)$(20,251,803)
Net loss per share attributable to Nuvve Holding Corp. common stockholders, basic and diluted$(14.45)$(1,525.62)$(37.22)$(3,579.73)
Weighted-average shares used in computing net loss per share attributable to Nuvve Holding Corp. common stockholders, basic and diluted494,606 8,769 348,857 5,657 
6

  NUVVE HOLDING CORP AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS
(Unaudited)
Three Months Ended June 30,Six Months Ended June 30,
2026202520262025
Net loss $(7,302,178)$(13,568,462)$(12,905,861)$(20,447,063)
Other comprehensive (loss) income, net of taxes
Foreign currency translation adjustments, net of taxes$(22,917)$7,151 $(56,631)$7,387 
Total comprehensive loss $(7,325,095)$(13,561,311)$(12,962,492)$(20,439,676)
Less: Comprehensive loss attributable to non-controlling interests$(327,329)$(189,662)$(760,265)$(195,260)
Comprehensive loss attributable to Nuvve Holding Corp.$(6,997,766)$(13,371,649)$(12,202,227)$(20,244,416)
Less: Preferred dividends $97,105 $— $176,371 $— 
Less: Accretion of issuance discount on preferred stock76,633 — 660,839 — 
Comprehensive loss attributable to Nuvve Holding Corp. common stockholders$(7,171,504)$(13,371,649)$(13,039,437)$(20,244,416)

7

  NUVVE HOLDING CORP. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
Six Months Ended June 30,
20262025
Operating activities
Net loss$(12,905,861)$(20,447,063)
Adjustments to reconcile net loss to net cash used in operating activities
Depreciation and amortization266,203 160,425 
Stock-based compensation2,122 568,681 
Loss on disposal of asset20,957 — 
Amortization of discount on debt and promissory notes97,913 61,326 
Change in fair value of warrants/investment rights liability(357,681)(441,182)
Change in fair value of convertible notes— (51,704)
Fair value of warrants issued for cryptocurrency strategy consulting services— 8,194,000 
Provision for credit losses— 990,105 
Noncash lease expense264,828 250,448 
Change in operating assets and liabilities
Accounts receivable381,788 749,923 
Inventory228,771 347,541 
Prepaid expenses and other assets(1,006,676)10,868 
Accounts payable978,938 (480,643)
Advance deposit from customer(463,223)— 
Due to customer145,000 800,000 
Accrued expenses and other liabilities2,180,072 1,771,572 
Deferred revenue775,309 241,423 
Net cash used in operating activities(9,391,540)(7,274,280)
Investing activities
Acquisition— (340,200)
Purchase of property and equipment(295,479)(54,173)
Net cash used in investing activities(295,479)(394,373)
Financing activities
Proceeds from exercise of warrants773,409 2,075,345 
Proceeds from debt and promissory notes obligations1,365,000 8,759,426 
Repayment of debt and promissory notes obligations(575,811)(2,482,212)
Proceeds from common stock offering, including pre-funded warrants, net of issuance costs— 564,847 
Payment of finance lease obligations(647)(7,591)
Proceeds from issuance of Class B units— 100,000 
Proceeds from convertible series A preferred, net of offering costs2,031,744 — 
Proceeds from issuance of J-Kiss units1,183,582 — 
Net cash provided in financing activities4,777,277 9,009,815 
Effect of exchange rate on cash(56,631)54,747 
Net increase (decrease) in cash and restricted cash(4,966,373)1,395,909 
Cash and restricted cash at beginning of year5,787,250 691,497 
Cash and restricted cash at end of period$820,877 $2,087,406 
Supplemental Disclosure of cash information:
Cash paid for interest$56,309 $502,133 
Supplemental Disclosure of Noncash Investing and Financing Activities:
Conversion of preferred stock, net of issuance costs and accretion$3,944,206 $— 
Conversion of Notes and accrued interest to common shares$616,487 $— 
Transfer of inventory to property and equipment$183,219 $— 
Issuance of preferred class A units for acquisition$— $774,976 
8

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