[8-K] Nuvve Holding Corp. Reports Material Event

Rhea-AI Filing Summary

Nuvve (Nasdaq: NVVE) filed an 8-K announcing the appointment of Laura Huang (Class A) and Brian Johnson (Class B) to its Board, effective June 25 2025.

Huang joins the Compensation and Nominating & Corporate Governance Committees; Johnson joins the Audit Committee. Both will receive standard director compensation and indemnification.

The filing reports no related-party transactions or family relationships under Item 404(a) and contains no financial updates. The additions strengthen board oversight and satisfy Item 5.02 disclosure requirements.

Positive

• Appointment of two independent directors (Laura Huang & Brian Johnson) enhancing oversight of Audit, Compensation, and Governance committees

Negative

• None.

Insights

Corporate Governance Analyst

Two new independent directors broaden NVVE's oversight; committee assignments suggest focus on controls and pay discipline—credit-positive for governance and Nasdaq compliance.

The simultaneous addition of Laura Huang (Compensation, Nominating & Governance) and Brian Johnson (Audit) expands independent representation on the three most influential board committees. That move addresses two common small-cap weaknesses: insufficient audit expertise and limited diversity of viewpoints on remuneration policy. Because NVVE is still classified as an emerging growth company, strengthening its Audit Committee is particularly important to reassure lenders and customers about internal controls as revenue scales. Moreover, populating the Compensation Committee with an outside director supports alignment between equity incentives and long-term shareholder value, potentially tempering dilution from option grants that can plague SPAC-heritage firms. No conflicts under Item 404(a) lowers the risk of related-party issues. While the filing does not quantify financial benefits, improved governance typically tightens access to capital and may pre-empt activist pressure. Overall, the appointments are modestly but distinctly positive for the company’s risk profile.

Small-Cap Portfolio Manager

Governance boost welcomed but unlikely to move NVVE shares near term.

From a capital markets perspective, board refreshes rarely change core valuation drivers—order book, cash burn and grid-integration contracts remain the primary catalysts. Still, Ms. Huang’s cross-committee seat adds human-capital oversight, and Mr. Johnson’s audit background may tighten financial reporting, reducing execution risk. For investors concerned about Nasdaq listing standards, the added independent on Audit Committee marginally lowers delisting risk if prior deficiencies existed. That said, there is no accompanying update on backlog, funding runway or margin trajectory, so fundamental estimates stand unchanged. Given NVVE’s low float, any perception of enhanced governance could improve institutional buying appetite, yet the effect is likely incremental. I assign a neutral rating until operational data confirm performance inflection.

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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): June 20, 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 200

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

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 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On June 20, 2025, the Board of Directors (the “Board”) of Nuvve Holding Corp. (the “Company”) appointed Laura Huang to serve as a Class A director of the Company, effective as of June 25, 2025, and on June 25, 2025, the Board appointed Brian Johnson to serve as a Class B director, effective immediately. In connection with Ms. Huang’s and Mr. Johnson’s service on the Board, each director will be eligible to be compensated as a director of the Company pursuant to the Company’s director compensation policy. Ms. Huang and Mr. Johnson will also have the same right to indemnification by the Company as granted to the Company’s other non-employee directors. Effective upon her appointment to the Board, Ms. Huang was also appointed to serve as a member of the Compensation Committee and Nominating and Corporate Governance Committee and Mr. Johnson was appointed to serve as a member of the Audit Committee.

Neither Ms. Huang nor Mr. Johnson have any material interest in any transaction that would require disclosure pursuant to Item 404(a) of Regulation S-K. There is no understanding or arrangement between either Messrs. Huang and Johnson and any other person or persons with respect to their appointment and there are no family relationships between each of them and any other director or executive officer or person nominated or chosen by the Company to become a director or executive officer.

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: June 26, 2025

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

2

FAQ

Who were appointed to [[**NVVE**]]'s board on June 25 2025?

The 8-K names Laura Huang (Class A) and Brian Johnson (Class B) as new directors effective June 25 2025.

Which board committees will Laura Huang serve on at [[**NVVE**]]?

Ms. Huang was appointed to the Compensation Committee and the Nominating & Corporate Governance Committee.

What committee role was assigned to Brian Johnson at [[**NVVE**]]?

Mr. Johnson was appointed as a member of the Audit Committee immediately upon joining the board.

Do the new directors have related-party transactions with [[**NVVE**]]?

The filing states that neither director has any material interest in transactions requiring disclosure under Item 404(a).

Will the new [[**NVVE**]] directors receive compensation?

Yes. Both are eligible for compensation under the company's existing director compensation policy and receive the same indemnification as other non-employee directors.