[Form 3] Nuvve Holding Corp. Initial Statement of Beneficial Ownership

Rhea-AI Filing Summary

Starbucks (SBUX) Q3 FY-25 (quarter ended 29-Jun-25) shows modest topline growth but sharp margin compression.

• Revenue: $9.46 bn, up 3.8 % YoY; nine-month revenue $27.62 bn, +1.9 %.
• Profitability: Operating income fell 38 % to $0.94 bn; net income down 47 % to $558 m; diluted EPS $0.49 vs $0.93.
• Drivers: Store operating costs +13.5 %, product & distribution +7.8 %, and a $20.8 m restructuring charge squeezed margins. YTD restructuring expense totals $137 m.
• Cash-flow: Operating cash flow $3.37 bn (-26 % YTD); capex $1.85 bn; free cash flow contracted to ≈$1.5 bn.
• Balance-sheet: Cash rose to $4.17 bn (from $3.29 bn) but inventories climbed 27 % to $2.26 bn. Total debt increased slightly to $17.32 bn and current maturities doubled to $2.75 bn. Shareholders’ equity remains a deficit of $7.69 bn.
• Capital return: Dividends of $2.08 bn paid YTD ($0.61 per share this quarter); no repurchases vs $1.27 bn prior-year.
• Other: Closed acquisition of UK licensee 23.5 Degrees, adding 113 company-operated stores; not material to consolidated results.

Overall, higher operating expenses and restructuring offset modest sales gains, driving a steep earnings decline.

Positive

• Revenue grew 3.8 % YoY, indicating underlying demand resilience.
• Cash & cash equivalents increased to $4.17 bn, bolstering liquidity.
• Interest expense YTD declined to $396.8 m from $422.0 m.

Negative

• Net earnings fell 47 % and EPS dropped to $0.49, reflecting severe margin contraction.
• Operating margin compressed to 9.9 % from 16.6 % YoY.
• Inventory rose 27 %, potentially signaling demand-supply imbalance.
• Shareholders’ equity remains negative at –$7.69 bn.
• Restructuring charges of $137 m YTD add to cost pressure.
• Free cash flow declined ~40 % and dividend payout consumes majority of FCF.

Insights

Equity Research Analyst

TL;DR – Revenue up slightly, but costs surged and EPS nearly halved; outlook appears pressured.

Earnings deterioration is pronounced: gross profit grew only 0.9 % while opex rose 11.8 %, cutting operating margin from 16.6 % to 9.9 %. Labor inflation and the $137 m restructuring program weigh on profitability. Inventory build suggests demand forecasting risk or holiday load-in. Cash balance improvement is debt-funded; leverage (total-debt/EBITDA trailing) trends higher and equity remains negative. Dividend coverage slips to 83 % of YTD free cash flow. Absence of buybacks conserves liquidity but signals management caution. Modest UK acquisition is strategic but immaterial. Without clearer margin recovery drivers, near-term earnings momentum is negative.

Portfolio Risk Manager

TL;DR – Rising costs, inventory and leverage elevate risk; cash cushion offsets near-term liquidity concerns.

Starbucks generated $3.37 bn in operating cash but required new long-term debt ($1.75 bn) to fund capex and dividends. Current debt maturities of $2.75 bn amplify refinancing needs amid higher rates. Shareholders’ deficit deepened, limiting balance-sheet flexibility. Hedging gains partially offset FX volatility, yet AOCI loss widened to $535 m. Key watch-points: restructuring execution, wage inflation trajectory and inventory normalization. On balance, filing is impactful negative for credit and equity risk.

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0104
Estimated average burden
hours per response:			0.5

1. Name and Address of Reporting Person^*

ALTUCHER JAMES ANDREW

(Last) (First) (Middle)

C/O NUVVE HOLDING CORP.

2488 HISTORIC DECATUR ROAD, SUITE 200

(Street)

SAN DIEGO CA 92106

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
05/15/2025

3. Issuer Name and Ticker or Trading Symbol
Nuvve Holding Corp. [ NVVE ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Warrants (right to buy)	05/07/2025	05/07/2030	Common Stock	500,000	$1.05	I(1)	See Footnote (1)
Warrants (right to buy)	05/07/2025	05/07/2030	Common Stock	500,000	$1.25	I(1)	See Footnote (1)
Warrants (right to buy)	05/07/2025	05/07/2030	Common Stock	500,000	$1.5	I(1)	See Footnote (1)

Explanation of Responses:

1. On May 7, 2025, the Issuer entered into a consulting agreement with Z-List Media, Inc., an an entity owned by the Reporting Person. In connection therewith, the Issuer issued Z-List Media, Inc. warrants to purchase an aggregate of 1,500,000 shares of common stock (as reported above).

Remarks:

	/s/ James Andrew Altucher	07/29/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

How did Starbucks (SBUX) revenue perform in Q3 FY-25?

Total net revenue was $9.46 billion, up 3.8 % from $9.11 billion a year earlier.

What were Starbucks' Q3 FY-25 earnings per share?

Diluted EPS was $0.49, down from $0.93 in the prior-year quarter.

Why did Starbucks' operating income decline?

Store operating costs, product distribution expenses and $20.8 million of restructuring charges drove operating income down 38 %.

What is Starbucks' current cash and debt position?

Cash rose to $4.17 bn; total debt stands at $17.32 bn, with $2.75 bn maturing within 12 months.

Did Starbucks repurchase shares this quarter?

No. No share repurchases were executed, compared with $1.27 bn in the same quarter last year.

What dividend did Starbucks declare for Q3 FY-25?

A cash dividend of $0.61 per share was declared, totaling $693 million.