[Form 4] Nuvve Holding Corp. Insider Trading Activity

Rhea-AI Filing Summary

Insider conversion of debt into equity: Gregory Poilasne, Nuvve Holding Corp.'s Chief Executive Officer and a director, converted approximately $250,000 of principal and $27,777.63 of accrued interest from a previously issued convertible promissory note into 526,094 shares of common stock at a conversion price of $0.528 per share on 08/15/2025. The note was originally issued on October 31, 2024, with an initial conversion price of $3.402 per share and full-ratchet anti-dilution protection down to a floor of $0.528 per share. Stockholder approval for issuance of shares upon conversion was obtained at a special meeting on February 21, 2025. After the conversion, the reporting person beneficially owned 533,474.784 shares.

Positive

• Debt reduction: Approximately $250,000 principal plus $27,777.63 interest converted to equity, lowering convertible debt outstanding
• Stockholder approval: Issuance of shares upon conversion was approved by holders at a special meeting

Negative

• Dilution: Conversion issued 526,094 new shares, increasing the reporting person's beneficial ownership and overall share count
• Significant down-round adjustment: Initial $3.402 conversion price ratcheted down to a $0.528 floor, indicating substantial dilution compared with original terms

Insights

Financial Analyst

TL;DR: CEO converted debt to equity at a low floor price, reducing leverage but increasing share count and potential dilution.

The conversion removes roughly $277,777.63 of principal plus accrued interest from the company's outstanding convertible debt, improving the balance sheet by replacing debt with equity. The conversion price of $0.528 per share is materially lower than the note's initial $3.402 conversion price due to anti-dilution provisions and the floor, which results in a meaningful increase in outstanding shares by 526,094 shares. Investor impact depends on company market capitalization and remaining dilution potential from similar instruments.

Corporate Governance Expert

TL;DR: Transaction was approved by shareholders and executed under agreed terms, reflecting governance processes functioning as documented.

The conversion required and received stockholder approval at a special meeting, which satisfies procedural requirements for issuance. The reporting person is both an officer and director, so disclosure under Section 16 is appropriate and completed via this Form 4. From a governance perspective, the key facts are transparent: the conversion terms, anti-dilution mechanics, and shareholder approval are disclosed in the filing.

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

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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^*

Poilasne Gregory

(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
X	Officer (give title below)		Other (specify below)
	Chief Executive Officer

3. Date of Earliest Transaction (Month/Day/Year)
08/15/2025

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	08/15/2025		M(1)		526,094	A	$0.528	533,474.784(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
Senior Convertible Notes	$0.528	08/15/2025		M(1)			$277,777.63	(2)	04/30/2026	Common Stock	$526,094	$0(1)	$0	D

Explanation of Responses:

1. The Reporting Person acquired a $250,000 principal amount convertible promissory note on October 31, 2024, as amended and restated, the Note, from the Issuer for aggregate consideration of $225,000. The Note bears interest at 8%. On August 15, 2025, the Reporting Person converted approximately $250,000 of principal and $27,777.63 of accrued interest under a convertible promissory note, dated October 31, 2024, as amended and restated, outstanding under the Note, into 526,094 shares of the Issuers common stock, at a conversion price of $0.528 per share. The issuance of shares of common stock upon the conversion of the Note by the Reporting Person was approved by the Issuers stockholders at a special meeting held on February 21, 2025. The conversion price in effect at the time of conversion pursuant to the terms of the Note was $0.528 per share.

2. The Note was issued on October 31, 2024, and was convertible into shares of common stock at the election of the holder anytime thereafter at an initial conversion price of $3.402 per share, subject to the full ratchet anti dilution provisions contained therein, subject to a floor price of $0.528 per share, and subject to approval by the stockholders of the Issuer. The Issuer's stockholders approved the issuance of shares of common stock upon the conversion of the Note at a special meeting held on February 21, 2025.

Remarks:

	/s/ Gregory Poilasne	08/19/2025
	** 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 NVVE insider Gregory Poilasne do on 08/15/2025?

He converted approximately $250,000 of principal and $27,777.63 of accrued interest under a convertible promissory note into 526,094 shares at $0.528 per share.

How many shares did the conversion create and how many does the insider own now?

526,094 shares were issued on conversion and the reporting person beneficially owned 533,474.784 shares following the transaction.

What were the original terms of the note converted by the insider?

Note issued October 31, 2024 with an initial conversion price of $3.402 per share and full-ratchet anti-dilution down to a floor of $0.528 per share.

Was shareholder approval required and obtained for the conversion?

Yes. Issuance of shares upon conversion was approved by the issuer's stockholders at a special meeting on February 21, 2025.

Does this Form 4 disclose any option exercises or other derivative activity?

Yes. The filing shows conversion of a senior convertible note into common stock and reports resulting ownership; no separate option exercises are reported.