Nuvve Q3 2026 revenue falls 31.9% to $1.09M
Sentiment and the balance of points
Rhea-AI Sentiment reads the wording of the document, how positive or negative its language is on a 1 to 5 scale. The balance of points shown with the takes weighs what the document actually discloses, so the two can disagree, for example when a trial that missed its main goal is described in upbeat language.
Form Type
8-K
Rhea-AI Filing Summary
Nuvve Holding Corp. (NVVE) reported third-quarter 2026 revenue of $1.09 million, down 31.9% from $1.60 million a year earlier. Gross profit margin was 24.0%, versus 52.0%. Net loss was $4.7 million versus $4.8 million, a 2.1% decrease; operating loss was $4.34 million versus $5.11 million. Lower product revenue reflected fewer customer orders and shipments; costs included replacement warranties on certain discontinued DC Chargers and a Troy project write-down.
Megawatts under management were 29.9, up 5.7% from 28.3 in the fourth quarter of 2025 and 13.3% from the third quarter of 2025. Cash and restricted cash totaled $357,202 at September 30, 2026. Nuvve reported $0.97 million in third-quarter gross proceeds from debt obligations, private placement, preferred stock issuance and warrant exercises. CEO Gregory Poilasne expects further developments over the next several quarters on European, Japan and New Mexico stationary-battery pipeline projects, and anticipates lower cash burn from lower operating costs compared with last year. Nuvve is preparing initial technical evaluations of Astrea, its AI-powered forecasting and grid decision-support platform, with prospective customers.
1 point · 0 major0 major · 1 point
How this balance works
Rhea-AI gives every point it takes from this document a weight. Minor counts 1, Moderate 3 and Major 9, so one Major point outweighs several Minor ones. The bar adds up the weights on each side, and when neither side holds more than 65% of the total the balance reads Mixed.
It reads the document as published, with the same rules for every company, and it does not look at what the market expected or at how the stock traded, so a point can be objectively good on a day the stock falls.
Rhea-AI Sentiment measures something else, the tone of the wording.
Positive
- Moderate pointThird-quarter operating loss narrowed to $4.34 million from $5.11 million.
Negative
- Moderate pointThird-quarter revenue declined 31.9% to $1.09 million.
Filing Explained
At September 30, 2026, Nuvve reported $37,202 cash, $320,000 restricted cash and $16,944,111 in current liabilities.
The third-quarter balance sheet reports Nuvve common shares outstanding at
Operating activities used
8-K Event Classification
3 items: 2.02, 7.01, 9.01
3 items
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, or exhibit attachments filed with this report.
Key Figures
Total revenue: $1.09 million
Gross profit margin: 24.0%
Net loss: $4.7 million
+4 more
7 metrics
Total revenue
$1.09 million
Third quarter 2026; $1.60 million in the third quarter of 2025, a 31.9% decrease.
Gross profit margin
24.0%
Third quarter 2026; 52.0% in the third quarter of 2025.
Net loss
$4.7 million
Third quarter 2026; $4.8 million in the third quarter of 2025, a 2.1% decrease.
Operating loss
$4.34 million
Third quarter 2026; $5.11 million in the third quarter of 2025.
Megawatts under management
29.9 megawatts
Third quarter 2026; up 5.7% from 28.3 megawatts in the fourth quarter of 2025 and up 13.3% from the third quarter of 2025.
Cash and restricted cash
$357,202
At September 30, 2026.
Gross proceeds raised
$0.97 million
Third quarter 2026, through debt obligations, private placement, preferred stock issuance and warrant exercises.
Key Terms
vehicle-to-grid (V2G), gross profit margins, Megawatts under management, non-controlling interests, +2 more
6 terms
vehicle-to-grid (V2G) technical
"commercial vehicle-to-grid (V2G) technology platform"
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.
gross profit margins financial
"Gross profit margins were 24.0%"
Gross profit margin measures the share of sales revenue a company keeps after paying the direct costs to make or buy the products or services it sells. Think of revenue as a whole pizza and gross profit margin as the slice left after taking away the cost of the ingredients — it shows how efficiently a company turns sales into basic profit. Investors use it to compare profitability, spot pricing or cost trends, and assess how much is available to cover other expenses and generate net profit.
Megawatts under management technical
"Megawatts under management refers to the potential available charging capacity"
The total generation capacity, measured in megawatts (MW), of power plants or renewable energy assets that a company operates, maintains, or manages on behalf of owners. Investors use this number like a store’s square footage: it signals the scale of a firm’s business, potential revenue and cash flow from electricity production, and how much growth or operational risk the company carries as it expands or contracts its portfolio.
non-controlling interests financial
"Net loss attributable to non-controlling interests"
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.
warrants/investment rights liability financial
"Warrants/investment rights liability"
pre-funded warrants financial
"common stock offering, including pre-funded warrants"
Pre-funded warrants are financial instruments that give investors the right to purchase a company's stock at a set price, but with most or all of the purchase price paid upfront. They function like a coupon or gift card for stock, allowing investors to buy shares later at a fixed price, which can be beneficial if they want to avoid future price increases. This makes them important for investors seeking flexibility and certainty in their investment plans.
Earnings Snapshot
Total revenue: $1.09 million · Guidance included
Third quarter ended September 30, 2026
Total revenue
$1.09 million
Down 31.9% from $1.60 million in the third quarter of 2025.
Gross profit margin
24.0%
52.0% in the third quarter of 2025.
Operating loss
$4.34 million
Compared with $5.11 million in the third quarter of 2025.
Net loss
$4.7 million
Decreased 2.1% from $4.8 million in the third quarter of 2025.
Cash operating losses
$4.3 million
Compared with $4.8 million in the third quarter of 2025.
Guidance
Management expects further developments over the next several quarters on its European, Japan and New Mexico stationary-battery pipeline projects and anticipates lower cash burn from lower operating costs compared with last year.
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
How much revenue did NVVE report for Q3 2026?
Nuvve reported $1.09 million of revenue for the three months ended September 30, 2026, down 31.9% from $1.60 million in the same 2025 quarter. It attributed the decrease primarily to lower product sales orders and shipments, lower service revenue, and lower grants.
What were NVVE's net loss and operating loss in Q3 2026?
Nuvve reported a $4.7 million net loss and a $4.34 million operating loss. Net loss decreased 2.1% from $4.8 million a year earlier; operating loss was $5.11 million in the third quarter of 2025.
AI-generated analysis. How Rhea-AI works. Not financial advice.
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): November 13, 2026
| (Exact Name of Registrant as Specified in Charter) | ||
(State or Other Jurisdiction of Incorporation) | (Commission File Number) | (IRS Employer Identification No.) | ||||||||||||
| (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):
| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425). | |||||
| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12). | |||||
| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)). | |||||
| 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 | ||||||||||||
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 November 13, 2026, Nuvve Holding Corp. (the “Company”) issued a press release announcing financial results for its third quarter ended September 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. | |||||||
| 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: November 13, 2026
| NUVVE HOLDING CORP. | ||||||||
| By: | /s/ Gregory Poilasne | |||||||
| Gregory Poilasne | ||||||||
| Chief Executive Officer | ||||||||
2
Exhibit 99.1
Nuvve Provides Third Quarter 2026
Financial Update
Investor Conference Call to be Held Today at 5:00 PM Eastern Time (2:00 PM PT)
SAN DIEGO, November 13, 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 third quarter 2026 update.
Third Quarter Highlights and Recent Developments
•We raised $0.97 million in gross proceeds through debt obligations, private placement and issuance of preferred stock, and exercise of warrants during the third quarter of 2026 to support our operations and growth initiatives
•Total revenues were $1.09 million for the third quarter of 2026 compared to $1.60 million for the third quarter of 2025
•Gross profit margins were 24.0% for the third quarter of 2026 compared to 52.0% for the third quarter 2025
•Cash operating losses were $4.3 million in the third quarter 2026 compared to $4.8 million the third quarter 2025
Management Discussion
Gregory Poilasne, Chief Executive Officer of Nuvve, said,“As we look out to the next several quarters, we expect to see more developments on our European, Japan and New Mexico stationery battery pipeline projects. We also anticipate improvements in our cash burn resulting from the benefits of lower operating costs compared with last year. In parallel, we are bringing Astrea, our Artificial Intelligence ("AI") AI-powered forecasting and grid decision-support platform, to utilities and electric cooperatives, and we are preparing initial technical evaluations with prospective customers.”
2026 Third Quarter Financial Review
Total revenue was $1.09 million for the three months ended September 30, 2026, compared to $1.60 million for the three months ended September 30, 2025, a decrease of $0.51 million, or 31.9%. The decrease was primarily attributable to $0.34 million decrease in products revenue due to lower customers sales orders and shipments, a $0.12 million decrease in service revenue, and a $0.05 million decrease in grants. Products and services revenue for the three months ended September 30, 2026, consisted of DC Chargers and AC Chargers of $0.60 million, grid services revenue of $4.98 thousand, and engineering services of $0.26 million.
Cost of products and services revenue was $0.83 million for the three months ended September 30, 2026, compared to $0.77 million for the three months ended September 30, 2025, an increase of $0.06 million, or 7.9%. 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 6.4% to 16.0% for the three months ended September 30, 2026, compared to 22.4% in the same prior year period driven by the write-down of certain costs related to the Troy project in the current quarter.
Services margin decreased by 112.3% to negative 20.5% for the three months ended September 30, 2026, compared to 91.8% 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 37.4% to 4.8% for the three months ended September 30, 2026, compared to 42.3% 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 third quarter of 2026 compared with the third 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 $4.1 million for the three months ended September 30, 2026, compared to $4.8 million for the three months ended September 30, 2025, a decrease of $0.6 million, or 12.9%.
The decrease during the three months ended September 30, 2026 was primarily attributable to decrease in travel and marketing/promotions related expenses of $0.1 million, decrease in information technology related expenses of $0.1 million, decrease in general legal fees expenses of $0.3 million, and decrease in other public company related costs of $0.1 million.
Research and development expenses were $0.5 million for the three months ended September 30, 2026, compared to $1.2 million for the three months ended September 30, 2025, a decrease of $0.7 million, or 61.2%. The decrease during the three months ended September 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 $0.35 million in other expense for the three months ended September 30, 2026, compared to $0.32 million of other income for the three months ended September 30, 2025, a decrease of $0.67 million. The decrease during the three months ended September 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, and an increase in interest expense on debt obligations.
Net loss was $4.7 million for the three months ended September 30, 2026, compared to $4.8 million for the three months ended September 30, 2025, a decrease of $0.1 million, or 2.1%. The decrease in net loss was primarily due to a decrease in total operating expenses of $1.3 million, partially offset by a decrease of $0.5 million in revenue and a decrease in other income of $0.7 million.
Net Income (Loss) Attributable to Non-Controlling Interest
Net loss attributable to non-controlling interest for the three months ended September 30, 2026 was $0.43 million, compared to $0.29 million net loss attributable to non-controlling interest for the three months ended September 30, 2025.
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.
2
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 third quarter increased 5.7% over the fourth quarter of 2025, to 29.9 megawatts from 28.3 megawatts, and an increase of 3.5 or 13.3% compared to the third quarter of 2025. 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 third quarter of 2026, along with other Company developments, at 5:00 PM Eastern Time (2:00 PM PT) today, November 13, 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. (OTCQB: 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)
| September 30, 2026 | December 31, 2025 | ||||||||||
| Assets | |||||||||||
| Current assets | |||||||||||
| Cash | $ | 37,202 | $ | 5,467,250 | |||||||
| Restricted cash | 320,000 | 320,000 | |||||||||
| Accounts receivable, net | 828,578 | 1,094,651 | |||||||||
| Inventories | 567,548 | 800,819 | |||||||||
| Prepaid expenses | 864,106 | 883,301 | |||||||||
| Deferred costs - current | 582,672 | 709,286 | |||||||||
| Due from related party | — | 574,503 | |||||||||
| Other current assets | 977,298 | 1,184,704 | |||||||||
| Total current assets | 4,177,404 | 11,034,514 | |||||||||
| Property and equipment, net | 843,340 | 618,444 | |||||||||
| Intangible assets, net | 953,675 | 1,065,705 | |||||||||
| Goodwill | — | 96,000 | |||||||||
| Investment in leases | 95,351 | 98,321 | |||||||||
| Right-of-use operating lease assets | 3,379,281 | 3,779,757 | |||||||||
| Deferred costs - noncurrent | 594,558 | 594,558 | |||||||||
| Security deposit, long-term | 66,099 | 105,782 | |||||||||
| Total assets | $ | 10,109,708 | $ | 17,393,081 | |||||||
| Liabilities and Equity | |||||||||||
| Current liabilities | |||||||||||
| Accounts payable | $ | 7,232,438 | $ | 3,406,969 | |||||||
| Due to customers | 145,000 | — | |||||||||
| Accrued expenses | 4,235,474 | 1,842,722 | |||||||||
| Deferred revenue - current | 1,704,836 | 1,022,453 | |||||||||
| Debt - term loan | 1,188,941 | — | |||||||||
| Due to related party - promissory notes - current | 625,321 | 1,113,564 | |||||||||
| Convertible notes - current | 280,000 | 616,179 | |||||||||
| Operating lease liabilities - current | 888,441 | 860,130 | |||||||||
| Dividend payable | 173,090 | — | |||||||||
| Other liabilities | — | 2,340 | |||||||||
| Customer deposits | 470,570 | 918,631 | |||||||||
| Total current liabilities | 16,944,111 | 9,782,988 | |||||||||
| Operating lease liabilities - noncurrent | 3,107,828 | 3,558,659 | |||||||||
| Due to related party - promissory notes - noncurrent | — | — | |||||||||
| Convertible notes - noncurrent | — | — | |||||||||
| Deferred revenue - noncurrent | 1,110,650 | 874,779 | |||||||||
| Warrants/investment rights liability | — | 474,023 | |||||||||
| Other long-term liabilities | 134,188 | 172,089 | |||||||||
| Total liabilities | 21,296,777 | 14,862,538 | |||||||||
| Commitments and Contingencies | |||||||||||
| Mezzanine equity | |||||||||||
Series A Convertible preferred stock, $0.0001 par value, 35,000 shares authorized, 349 issued and zero outstanding at September 30, 2026, and 333 shares issued and outstanding at December 31, 2025; aggregate liquidation preference of zero and $6,000,000 at September 30, 2026 and December 31, 2025, respectively | — | 4,958,840 | |||||||||
Series C Convertible preferred stock, $0.0001 par value, 3,000 shares authorized; 2,239 shares issued and 2,232 outstanding at September 30, 2026, and zero shares issued and zero outstanding at December 31, 2025; aggregate liquidation preference of $2,376,098 and zero at September 30, 2026 and December 31, 2025, respectively | 2,231,655 | — | |||||||||
| Stockholders’ equity | |||||||||||
| Preferred Class A units, zero par value, 4,900,000 units authorized; 4,900,000 units issued and outstanding at September 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 units authorized; 10,202 units issued and outstanding at September 30, 2026, and 10,090 units issued and outstanding at December 31, 2025. | 1,274,074 | 615,960 | |||||||||
Class B units, zero par value, zero units authorized; 3,090 units issued and outstanding at September 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 zero outstanding at September 30, 2026, and zero shares issued and zero outstanding at December 31, 2025; aggregate liquidation preference of zero and zero at September 30, 2026 and December 31, 2025, respectively | — | — | |||||||||
| Preferred stock, $0.0001 par value, 1,000,000 shares authorized; zero shares issued and outstanding at September 30, 2026 and December 31, 2025, respectively | — | — | |||||||||
| Common stock, $0.0001 par value, 400,000,000 shares authorized; 1,914,248 shares issued and 1,914,246 outstanding at September 30, 2026 and 114,993 shares issued and 114,991 outstanding at December 31, 2025, respectively | 12,645 | 11,758 | |||||||||
| Treasury stock, at cost, 2 shares outstanding at September 30, 2026 and December 31, 2025, respectively | — | — | |||||||||
| Additional paid-in capital | 200,696,904 | 193,616,119 | |||||||||
| Accumulated other comprehensive income | (32,160) | 38,041 | |||||||||
| Accumulated deficit | (213,887,945) | (196,421,627) | |||||||||
| Nuvve Holding Corp. stockholders’ deficit | (11,469,784) | (1,673,051) | |||||||||
| Non-controlling interests | (1,948,940) | (755,246) | |||||||||
| Total stockholders’ deficit | (13,418,724) | (2,428,297) | |||||||||
| Total mezzanine equity | 2,231,655 | 4,958,840 | |||||||||
| Total Liabilities, stockholders' deficit and mezzanine equity | $ | 10,109,708 | $ | 17,393,081 | |||||||
5
NUVVE HOLDING CORP. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||
| Revenue | |||||||||||||||||||||||
| Products | $ | 604,190 | $ | 947,561 | $ | 1,960,620 | $ | 1,655,017 | |||||||||||||||
| Services | 265,156 | 380,876 | 1,099,854 | 839,264 | |||||||||||||||||||
| Grants | 219,646 | 270,190 | 648,364 | 349,800 | |||||||||||||||||||
| Total revenue | 1,088,992 | 1,598,627 | 3,708,838 | 2,844,081 | |||||||||||||||||||
| Operating expenses | |||||||||||||||||||||||
| Cost of products | 507,718 | 735,730 | 1,857,718 | 1,277,069 | |||||||||||||||||||
| Cost of services | 319,495 | 31,246 | 906,385 | 182,216 | |||||||||||||||||||
| Selling, general, and administrative | 4,148,588 | 4,763,634 | 15,582,465 | 23,723,683 | |||||||||||||||||||
| Research and development | 457,472 | 1,179,288 | 2,998,868 | 3,156,223 | |||||||||||||||||||
| Total operating expenses | 5,433,273 | 6,709,898 | 21,345,436 | 28,339,191 | |||||||||||||||||||
| Operating loss | (4,344,281) | (5,111,271) | (17,636,598) | (25,495,110) | |||||||||||||||||||
| Other income (expense) | |||||||||||||||||||||||
| Interest expense, net | (272,967) | (477,482) | (538,108) | (1,720,316) | |||||||||||||||||||
| Change in fair value of convertible notes | — | (112,367) | — | (60,663) | |||||||||||||||||||
| Change in fair value of warrants/investment rights liability | 56,169 | 232,717 | 413,850 | 673,899 | |||||||||||||||||||
| Other, net | (132,022) | 674,188 | 161,894 | 1,360,912 | |||||||||||||||||||
| Total other income (expense), net | (348,820) | 317,056 | 37,636 | 253,832 | |||||||||||||||||||
| Loss before taxes | (4,693,101) | (4,794,215) | (17,598,962) | (25,241,278) | |||||||||||||||||||
| Income tax expense | — | — | — | — | |||||||||||||||||||
| Net loss | $ | (4,693,101) | $ | (4,794,215) | $ | (17,598,962) | $ | (25,241,278) | |||||||||||||||
| Less: Net loss attributable to non-controlling interests | (433,429) | (286,955) | (1,193,694) | (482,215) | |||||||||||||||||||
| Net loss attributable to Nuvve Holding Corp. | $ | (4,259,672) | $ | (4,507,260) | $ | (16,405,268) | $ | (24,759,063) | |||||||||||||||
| Less: Preferred dividends | 51,344 | — | 227,715 | — | |||||||||||||||||||
| Less: Accretion of issuance discount on preferred stock | 172,495 | — | 833,334 | — | |||||||||||||||||||
| Net loss attributable to Nuvve Holding Corp. common stockholders | $ | (4,483,511) | $ | (4,507,260) | $ | (17,466,317) | $ | (24,759,063) | |||||||||||||||
| Net loss per share attributable to Nuvve Holding Corp. common stockholders, basic and diluted | $ | (4.02) | $ | (174.87) | $ | (28.76) | $ | (1,990.80) | |||||||||||||||
| Weighted-average shares used in computing net loss per share attributable to Nuvve Holding Corp. common stockholders, basic and diluted | 1,116,027 | 25,774 | 607,390 | 12,437 | |||||||||||||||||||
6
NUVVE HOLDING CORP AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS
(Unaudited)
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||
| Net loss | $ | (4,693,101) | $ | (4,794,215) | $ | (17,598,962) | $ | (25,241,278) | |||||||||||||||
| Other comprehensive (loss) income, net of taxes | |||||||||||||||||||||||
| Foreign currency translation adjustments, net of taxes | $ | (13,571) | $ | (13,393) | $ | (70,202) | $ | (6,006) | |||||||||||||||
| Total comprehensive loss | $ | (4,706,672) | $ | (4,807,608) | $ | (17,669,164) | $ | (25,247,284) | |||||||||||||||
| Less: Comprehensive loss attributable to non-controlling interests | $ | (433,429) | $ | (286,955) | $ | (1,193,694) | $ | (482,215) | |||||||||||||||
| Comprehensive loss attributable to Nuvve Holding Corp. | $ | (4,273,243) | $ | (4,520,653) | $ | (16,475,470) | $ | (24,765,069) | |||||||||||||||
| Less: Preferred dividends | $ | 51,344 | $ | — | $ | 227,715 | $ | — | |||||||||||||||
| Less: Accretion of issuance discount on preferred stock | 172,495 | — | 833,334 | — | |||||||||||||||||||
| Comprehensive loss attributable to Nuvve Holding Corp. common stockholders | $ | (4,497,082) | $ | (4,520,653) | $ | (17,536,519) | $ | (24,765,069) | |||||||||||||||
7
NUVVE HOLDING CORP. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
| Nine Months Ended September 30, | |||||||||||
| 2026 | 2025 | ||||||||||
| Operating activities | |||||||||||
| Net loss | $ | (17,598,962) | $ | (25,241,278) | |||||||
| Adjustments to reconcile net loss to net cash used in operating activities | |||||||||||
| Depreciation and amortization | 361,640 | 245,796 | |||||||||
| Stock-based compensation | (940) | 814,305 | |||||||||
| Loss on disposal of asset | 20,957 | — | |||||||||
| Goodwill impairment | 96,000 | — | |||||||||
| Amortization of discount on debt and promissory notes | 149,413 | 166,611 | |||||||||
| Change in fair value of warrants/investment rights liability | (413,850) | (673,899) | |||||||||
| Change in fair value of convertible notes | — | 60,663 | |||||||||
| Fair value of warrants issued for cryptocurrency strategy consulting services | — | 8,194,000 | |||||||||
| Provision for credit losses | — | 990,105 | |||||||||
| Noncash lease expense | 401,123 | 592,386 | |||||||||
| Change in operating assets and liabilities | |||||||||||
| Accounts receivable | 266,073 | 48,838 | |||||||||
| Inventory | 233,271 | 336,785 | |||||||||
| Prepaid expenses and other assets | 392,898 | (1,542,242) | |||||||||
| Accounts payable | 3,825,469 | 1,062,150 | |||||||||
| Advance deposit from customer | (448,061) | — | |||||||||
| Due to customer | 145,000 | — | |||||||||
| Accrued expenses and other liabilities | 1,044,732 | 2,146,135 | |||||||||
| Deferred revenue | 921,224 | 451,661 | |||||||||
| Net cash used in operating activities | (10,604,013) | (12,347,984) | |||||||||
| Investing activities | |||||||||||
| Acquisition | — | (340,200) | |||||||||
| Purchase of property and equipment | (295,479) | (57,099) | |||||||||
| Net cash used in investing activities | (295,479) | (397,299) | |||||||||
| Financing activities | |||||||||||
| Proceeds from exercise of warrants | 1,027,363 | 2,083,900 | |||||||||
| Proceeds from debt and promissory notes obligations | 1,780,000 | 8,972,199 | |||||||||
| Repayment of debt and promissory notes obligations | (916,870) | (3,401,943) | |||||||||
| Proceeds from common stock offering, including pre-funded warrants, net of issuance costs | — | 5,509,874 | |||||||||
| Payment of finance lease obligations | (647) | (6,835) | |||||||||
| Proceeds from issuance of Class B units | — | 150,000 | |||||||||
| Proceeds from convertible series A preferred, net of offering costs | 2,031,744 | — | |||||||||
| Proceeds from convertible series B preferred, net of offering costs | 385,439 | — | |||||||||
| Proceeds from issuance of J-Kiss units | 1,232,617 | — | |||||||||
| Net cash provided in financing activities | 5,539,646 | 13,307,195 | |||||||||
| Effect of exchange rate on cash | (70,202) | 6,006 | |||||||||
| Net increase (decrease) in cash and restricted cash | (5,430,048) | 567,918 | |||||||||
| Cash and restricted cash at beginning of year | 5,787,250 | 691,497 | |||||||||
| Cash and restricted cash at end of period | $ | 357,202 | $ | 1,259,415 | |||||||
| Supplemental Disclosure of cash information: | |||||||||||
| Cash paid for interest | $ | 264,993 | $ | 1,096,650 | |||||||
| Supplemental Disclosure of Noncash Investing and Financing Activities: | |||||||||||
| Conversion of preferred stock, net of issuance costs and accretion | $ | 3,944,266 | $ | — | |||||||
| Conversion of Notes and accrued interest to common shares | $ | 616,487 | $ | 10,132,855 | |||||||
| Non-cash exercise of warrants | $ | 148,934 | $ | — | |||||||
| Payment of Promissory with receivable | $ | — | $ | 283,578 | |||||||
| Transfer of inventory to property and equipment | $ | 183,219 | $ | — | |||||||
| Issuance of preferred class A units for acquisition | $ | — | $ | 166,698 | |||||||
8