[Form 4] Nuvve Holding Corp. Insider Trading Activity

Rhea-AI Filing Summary

Nuvve Holding Corp. insider Brian Arthur Johnson received 100,000 restricted stock units (RSUs) that vested immediately, each representing one share of common stock. The award was recorded as a non‑derivative acquisition on 08/24/2025 at a reported price of $0, leaving Mr. Johnson with 100,000 shares beneficially owned following the transaction. The filing identifies Mr. Johnson as a director and shows the Form 4 was signed on 08/26/2025.

This disclosure states the RSUs were granted under the company’s Amended and Restated 2020 Long‑Term Incentive Plan and that each RSU converts to one share on vesting. No other transactions, option grants, sales, or additional material terms (such as service conditions or forfeiture provisions) are stated in the form.

Positive

• Immediate vesting of the RSUs provides clarity on timing of beneficial ownership change.
• Increase in insider ownership: the reporting person beneficially owns 100,000 additional shares after the transaction.
• Award disclosed under the company’s Amended and Restated 2020 Long‑Term Incentive Plan, indicating a formal compensation framework.

Negative

• None.

Insights

Financial Analyst

TL;DR: Director received 100,000 immediately vested RSUs, increasing insider ownership by 100,000 shares.

The Form 4 documents a non‑derivative grant of 100,000 RSUs to director Brian Arthur Johnson that vested immediately and convert one‑for‑one into common shares. The transaction is recorded at a $0 price, consistent with equity awards rather than an open‑market purchase. From a shareholder perspective, this increases the director’s beneficial stake by the stated amount; the filing does not disclose the company's total shares outstanding, grant accounting treatment, or whether the shares were newly issued or settled from treasury. No sales or disposals by the reporting person are recorded in this filing.

Corporate Governance Expert

TL;DR: Immediate vesting RSUs to a director are disclosed; governance context and grant approval details are not included.

The filing clearly identifies the grant as RSUs under the 2020 Long‑Term Incentive Plan and notes immediate vesting. Important governance details such as board or compensation committee approval, grant rationale, or any clawback/forfeiture conditions are not provided in the Form 4. The disclosure fulfills Section 16 reporting for the insider transaction but does not supply material context about plan usage or internal approvals.

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^*

Johnson Brian Arthur

(Last) (First) (Middle)

C/C NUVVE HOLDING CORP.

2488 HISTORIC DECATUR ROAD, SUITE 230

(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	100,000	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.

Remarks:

	/s/Brian Arthur Johnson	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 Brian Arthur Johnson report on Form 4 for NVVE?

He reported a non‑derivative acquisition of 100,000 RSUs that vested immediately on 08/24/2025, representing 100,000 shares beneficially owned.

At what price were the RSUs reported on the Form 4 (NVVE)?

The RSUs were reported with a price of $0, consistent with equity awards rather than an open‑market purchase.

Under which plan were the RSUs granted to the NVVE director?

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

When was the Form 4 signed and filed for the NVVE transaction?

The signature on the Form 4 is dated 08/26/2025, and the transaction date reported is 08/24/2025.

Does the Form 4 disclose any sales or disposals by the reporting person?

No. The Form 4 shows only an acquisition of 100,000 RSUs and reports 100,000 shares beneficially owned following the transaction.