Nuvve (NVVE) shareholders approve broad reverse stock split authority

Rhea-AI Filing Summary

Nuvve Holding Corp. reported the results of a special stockholder meeting held on October 6, 2025. Stockholders approved a proposal authorizing the board of directors to implement a reverse stock split of the company’s common stock at a ratio between 1-for-2 and 1-for-40, with the exact ratio to be chosen by the board at its discretion. The proposal received 6,100,498 votes for, 1,397,702 against, and 44,092 abstentions. As of the September 4, 2025 record date, 19,942,839 shares of common stock were outstanding and 7,542,292 shares, or 37.81%, were represented at the meeting, which was sufficient to constitute a quorum. A separate adjournment proposal was not needed because the reverse split proposal received enough support.

Insights

Equity Capital Markets Analyst

Shareholders authorized a flexible reverse split range; overall impact is administrative.

The company obtained stockholder approval to amend its charter so the board can execute a reverse stock split of common shares in a range from 1-for-2 to 1-for-40. The decision on the final ratio is explicitly left to the board, giving it flexibility to act later without another stockholder vote.

The voting results show 6,100,498 votes in favor versus 1,397,702 against, with 44,092 abstentions, indicating clear support among participating holders. Quorum was reached with 7,542,292 shares present out of 19,942,839 outstanding as of September 4, 2025.

The adjournment proposal was not acted on because the reverse split proposal already had sufficient votes. Future company disclosures would be needed to learn if and when the board selects a specific reverse split ratio and implements it.

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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): October 6, 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).
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 5.07. Submission of Matters to a Vote of Security Holders.

On October 6, 2025, Nuvve Holding Corp. (the “Company”) held its Special Meeting of Stockholders (the “Special Meeting”). The following is a brief description of the matters voted upon at the Special Meeting, as well as the number of votes cast for or against each matter and the number of abstentions and broker non-votes with respect to each matter. A more complete description of the matters is set forth in the Company’s definitive proxy statement filed with the Securities and Exchange Commission (the “SEC”) on September 15, 2025, as supplemented on September 16, 2025 (the “Proxy Statement”).

As of September 4, 2025, the record date for the Special Meeting, there were 19,942,839 shares of Common Stock, par value $0.0001 per share (the “Common Stock”), outstanding and entitled to vote at the Special Meeting. A total of 7,542,292 shares of Common Stock (37.81%) were present in person or represented by proxy at the Special Meeting, constituting a quorum.

Proposal No. 1 – Reverse Stock Split Proposal

The Company’s stockholders approved an amendment of the Company’s Amended and Restated Certificate of Incorporation, and authorized the Company’s board of directors (the “Board”), to effect a reverse stock split of the issued and outstanding Common Stock within a range from 1-for-2 to 1-for-40, inclusive, with the exact ratio of such reverse stock split to be determined by the Board in its discretion. The final voting results are as follows:

For			Against			Abstain			Broker Non-Votes
6,100,498			1,397,702			44,092			—

Proposal No. 2 – Adjournment Proposal

In connection with the Special Meeting, the Company also solicited proxies with respect to the adjournment of the Special Meeting, if necessary, for the purpose of soliciting additional proxies if there were insufficient votes at the Special Meeting to approve of the foregoing proposal (the “Adjournment Proposal”). As there were sufficient votes at the time of the Special Meeting to approve the foregoing proposal, the Adjournment Proposal was unnecessary and such proposal was not submitted to the stockholders for approval at the Special Meeting.

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.

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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 8, 2025

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

2

FAQ

What did Nuvve Holding Corp. (NVVE) stockholders approve at the special meeting?

Stockholders approved an amendment to the charter that authorizes the board to implement a reverse stock split of the common stock at a ratio between 1-for-2 and 1-for-40, with the exact ratio to be determined by the board.

What reverse stock split range was authorized for Nuvve Holding Corp. (NVVE)?

The authorization covers a reverse stock split of issued and outstanding common stock in a range from 1-for-2 to 1-for-40, inclusive.

How did Nuvve Holding Corp. (NVVE) stockholders vote on the reverse stock split proposal?

The reverse stock split proposal received 6,100,498 votes for, 1,397,702 votes against, and 44,092 abstentions, with no broker non-votes reported.

How many Nuvve (NVVE) shares were eligible to vote and present at the special meeting?

As of the September 4, 2025 record date, 19,942,839 shares of common stock were outstanding and entitled to vote. At the meeting, 7,542,292 shares, or 37.81%, were present in person or by proxy, constituting a quorum.

Was the adjournment proposal used at the Nuvve (NVVE) special meeting?

No. Although proxies were solicited for an adjournment proposal, it was unnecessary and was not submitted to stockholders because the reverse stock split proposal received sufficient votes.

Who signed the Nuvve Holding Corp. (NVVE) report related to the special meeting?

The report was signed on behalf of Nuvve Holding Corp. by Gregory Poilasne, the company’s Chief Executive Officer.