[Form 4] Nuvve Holding Corp. Insider Trading Activity

Rhea-AI Filing Summary

Insider award and ownership change: Nuvve Holding Corp. director Jon M. Montgomery was granted 100,000 restricted stock units (RSUs) on 08/24/2025 that vested immediately and represent the right to one share each. The RSUs were issued under the company’s Amended and Restated 2020 Long-Term Incentive Plan and carry a $0 acquisition price. After adjusting for prior reverse stock splits, Mr. Montgomery beneficially owns 100,446 shares following the transaction. The filing includes a signature dated 08/26/2025 and an explanation of the reverse-split adjustments.

Positive

• Immediate vesting of 100,000 RSUs increases the director's economic stake in the company
• Clear disclosure of grant date, vesting status, and post-transaction beneficial ownership

Negative

• None.

Insights

Corporate Governance Expert

TL;DR: Director received immediately vested RSUs equal to 100,000 shares, modestly increasing reported insider ownership.

The award of 100,000 RSUs that vested immediately is a direct compensation action for a director rather than a purchase, and it increases the director’s reported beneficial ownership to 100,446 shares after historical reverse-split adjustments. This filing is a standard disclosure under Section 16 and does not on its face indicate any change in control or related-party transaction beyond routine equity compensation. The $0 price reported reflects RSUs converting to shares rather than a cash purchase.

Securities Analyst

TL;DR: Immediate vesting of 100,000 RSUs boosts insider stake but the filing shows no cash transaction or sale activity.

From a market perspective, the form discloses a non-derivative grant of 100,000 RSUs on 08/24/2025 that vested immediately and are convertible one-for-one into common shares. The filing reports a post-transaction beneficial ownership of 100,446 shares, reflecting prior 1-for-40 and 1-for-10 reverse splits. There is no evidence in the filing of sales, purchases for cash, or derivative exercises that would indicate liquidity events by the reporting person.

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

OMB Number:			3235-0287
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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^*

Montgomery Jon M.

(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	100,446(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/ Jon M. Montgomery	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 did Jon M. Montgomery receive according to the Form 4 for NVVE?

The filing reports an award of 100,000 restricted stock units (RSUs) granted on 08/24/2025 that vested immediately and convert one-for-one into common shares.

How many shares does the reporting person beneficially own after the transaction?

After the reported transaction and historical reverse-split adjustments, the reporting person beneficially owns 100,446 shares.

Was there any cash purchase or sale recorded in this Form 4?

No; the transaction code shows an A (acquisition) of RSUs with a reported price of $0, indicating an equity award rather than a cash purchase.

Under what plan were the RSUs issued?

The RSUs were issued pursuant to the issuer's Amended and Restated 2020 Long-Term Incentive Plan.

Do reverse stock splits affect the reported share counts?

Yes; the filing states the beneficial ownership numbers were adjusted for a 1-for-40 reverse split (01/19/2024) and a 1-for-10 reverse split (09/17/2024).