Nuvve Holding Corp. (NASDAQ: NVVE) furnishes stockholder letter update

Q: What did Nuvve Holding Corp. (NVVE) disclose in this 8-K?

Nuvve Holding Corp. disclosed that it issued a letter to stockholders on December 18, 2025 and a related press release , which are provided as Exhibits 99.1 and 99.2.

Q: Why is Nuvve Holding Corp. (NVVE) marking this as soliciting material?

The company checked the box for soliciting material pursuant to Rule 14a-12 , indicating the stockholder letter and related communications may be used in connection with proxy or stockholder solicitation activities.

Q: What exhibits are attached to Nuvve Holding Corp.’s December 18, 2025 8-K?

The 8-K includes three exhibits: 99.1 (Letter to Stockholders dated December 18, 2025), 99.2 (Press Release dated December 18, 2025), and 104 (Cover Page Interactive Data File with Inline XBRL tags).

Q: What SEC rule is Nuvve using for this disclosure?

The company identifies the disclosure under Item 7.01 Regulation FD , which is used to provide broadly disseminated information to investors on a fair disclosure basis.

Filing Impact

(High)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

Nuvve Holding Corp. reported that on December 18, 2025 it sent a formal letter to its stockholders and publicly distributed the same message via a press release. Both the letter and the press release are included as Exhibits 99.1 and 99.2. The company classifies this communication as soliciting material under proxy rules, and is furnishing, rather than filing, the information under Regulation FD, meaning it is not subject to certain Exchange Act liability provisions unless later specifically incorporated into another filing.

8-K Event Classification

2 items: 7.01, 9.01

2 items

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.

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12/18/2025 - 09:06 AM

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): December 18, 2025


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).

x			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 x

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 7.01. Regulation FD Disclosure.

On December 18, 2025, Nuvve Holding Corp. (the “Company”) issued a letter to the Company’s stockholders. A copy of the letter is furnished herewith as Exhibit 99.1 to this Current Report on Form 8-K, and is incorporated herein by reference.

On December 18, 2025, the Company also issued a press release regarding the letter to stockholders. A copy of the press release is furnished herewith as Exhibit 99.2 to this Current Report on Form 8-K, and is incorporated herein by reference.

The information contained in this Item 7.01 and Exhibits 99.1 and 99.2 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.

Item 9.01. Financial Statements and Exhibits.

(d)Exhibits.


Exhibit No.						Description
99.1						Letter to Stockholders, dated December 18, 2025
99.2						Press Release, dated December 18, 2025
104						Cover 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: December 18, 2025


			NUVVE HOLDING CORP.

			By:			/s/ Gregory Poilasne
						Gregory Poilasne
						Chief Executive Officer

Source: View Original Filing on SEC EDGAR

FAQ

What did Nuvve Holding Corp. (NVVE) disclose in this 8-K?

Nuvve Holding Corp. disclosed that it issued a letter to stockholders on December 18, 2025 and a related press release, which are provided as Exhibits 99.1 and 99.2.

Why is Nuvve Holding Corp. (NVVE) marking this as soliciting material?

The company checked the box for soliciting material pursuant to Rule 14a-12, indicating the stockholder letter and related communications may be used in connection with proxy or stockholder solicitation activities.

Are Nuvve’s stockholder letter and press release considered filed with the SEC?

The company states that the information in Item 7.01 and Exhibits 99.1 and 99.2 is being furnished, not filed, so it is not subject to Section 18 of the Exchange Act unless later specifically incorporated into another filing.

What exhibits are attached to Nuvve Holding Corp.’s December 18, 2025 8-K?

The 8-K includes three exhibits: 99.1 (Letter to Stockholders dated December 18, 2025), 99.2 (Press Release dated December 18, 2025), and 104 (Cover Page Interactive Data File with Inline XBRL tags).

Does this Nuvve (NVVE) 8-K include any financial statements or earnings data?

No financial statements or earnings figures are listed. The filing focuses on Regulation FD disclosure of the stockholder letter and related press release.

What SEC rule is Nuvve using for this disclosure?

The company identifies the disclosure under Item 7.01 Regulation FD, which is used to provide broadly disseminated information to investors on a fair disclosure basis.