[Form 4] Nuvve Holding Corp. Insider Trading Activity

Rhea-AI Filing Summary

Nuvve Holding Corp. (NVVE) director H. David Sherman received 100,000 restricted stock units that vested immediately on 08/24/2025, each converting into one share of common stock. The RSUs were granted under the company's Amended and Restated 2020 Long-Term Incentive Plan and reported with a price of $0. After the award and reverse-split adjustments (1-for-40 on Jan 19, 2024 and 1-for-10 on Sep 17, 2024), Mr. Sherman is shown as beneficially owning 100,533 shares. The Form 4 was signed on 08/26/2025 and reports the transaction as an acquisition by a director filing individually.

Positive

• Director alignment with shareholders: 100,000 RSUs vested immediately, increasing the director's reported ownership to 100,533 shares.
• Clear disclosure: Form 4 lists transaction date (08/24/2025), transaction code (A), and explains RSU treatment and reverse-split adjustments.

Negative

• None.

Insights

Corporate Governance Expert

TL;DR: Director received 100,000 RSUs that vested immediately, increasing his reported beneficial ownership to 100,533 shares.

The filing documents a routine equity award to a director under the issuer's long-term incentive plan. The RSUs vesting immediately means the director gained direct entitlement to shares on the reported date, and the Form 4 properly discloses the acquisition and post-transaction beneficial ownership. The entry shows adjustments for two prior reverse stock splits; no other compensatory terms, sale dispositions, pledges, or derivative instruments are reported. This is a standard disclosure for director compensation and does not by itself indicate additional corporate events or changes in control.

Securities Compliance Analyst

TL;DR: Reported acquisition conforms to Section 16 reporting: immediate vesting RSUs granted and reflected post-split share count.

The Form 4 includes the required data fields: transaction date (08/24/2025), transaction code (A for acquisition), number of shares acquired (100,000), price reported as $0, and post-transaction beneficial ownership (100,533). The signature and filing indicate a single reporting person. The explanation clarifies the award form (RSUs) and notes that each RSU converts to one share. From a compliance perspective, the filing appears complete for the disclosed transaction; no amendments or additional related-party transactions are included.

SEC Form 4

FORM 4

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

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Sherman H. David

(Last) (First) (Middle)

C/O NUVVE HOLDING CORP.

2468 HISTORIC DECATUR ROAD, SUITE 200

(Street)

SAN DIEGO CA 92106

(City) (State) (Zip)

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

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

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

3. Date of Earliest Transaction (Month/Day/Year)
08/24/2025

4. 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 Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock(1)	08/24/2025		A		100,000	A	$0	100,533(2)	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. The securities awarded are in the form of restricted stock units (RSUs) issued pursuant to the Issuer's Amended and Restated 2020 Long-Term Incentive Plan. Each RSU, which vested immediately, represents the right to receive one share of the Issuer's common stock.

2. The number of shares beneficially owned were adjusted to reflect: (i) a 1-for-40 reverse stock split effected on January 19, 2024, and (ii) a 1-for-10 reverse stock split effected on September 17, 2024.

Remarks:

	/s/ H. David Sherman	08/26/2025
	** 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 4 (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

What transaction did NVVE director H. David Sherman report on Form 4?

He reported the acquisition of 100,000 RSUs that vested immediately on 08/24/2025.

How many shares does H. David Sherman beneficially own after the transaction?

He is reported to beneficially own 100,533 shares following the acquisition and reverse-split adjustments.

Under what plan were the RSUs issued to the NVVE director?

The RSUs were issued under the Issuer's Amended and Restated 2020 Long-Term Incentive Plan.

What price was reported for the acquisition on the Form 4?

The price reported for the RSU acquisition is $0, consistent with an equity award granted as compensation.

Were there any corporate actions affecting the share count noted in the filing?

Yes. The filing notes a 1-for-40 reverse split (Jan 19, 2024) and a 1-for-10 reverse split (Sep 17, 2024) that adjusted the reported share counts.