Nuvve Holding Corp. (NVVE) notifies SEC of late Q1 2026 10-Q

Rhea-AI Filing Summary

Nuvve Holding Corp. notified the SEC that it cannot timely file its Quarterly Report on Form 10-Q for the period ended March 31, 2026 because it requires additional time to complete procedures to finalize the financial statements. The company states it aims to file the Report as soon as practicable.

Key Figures

Period Ended: March 31, 2026 Notification Date: May 15, 2026 Contact Telephone: (619) 456-5161 +1 more

4 metrics

Period Ended March 31, 2026 Quarter covered by the delayed Form 10-Q

Notification Date May 15, 2026 Date Form 12b-25 was signed by CFO David Robson

Contact Telephone (619) 456-5161 Contact for the notification (David Robson, CFO)

SEC File Number 001-40296 File number shown on the Form 12b-25 cover

Key Terms

Form 12b-25, Form 10-Q, Rule 12b-25(b), Forward-Looking Statements

4 terms

Form 12b-25 regulatory

"Notification of Late Filing; used to notify the SEC of inability to timely file"

Form 12b-25 is a notice a publicly traded company files with the U.S. Securities and Exchange Commission when it cannot deliver a required periodic report (like a quarterly or annual financial report) on time. It explains the reason for the delay and gives the company a short, temporary window to finish the report without being marked as delinquent; investors watch it because late filings can signal accounting, operational, or control issues that may affect a company’s reliability and stock risk, much like a missed homework deadline can raise concerns about a student’s preparedness.

Form 10-Q regulatory

"Quarterly Report the company is unable to file for period ended March 31, 2026"

A Form 10-Q is a detailed report that publicly traded companies are required to file with regulators three times a year, providing an update on their financial health and business activities. It is important for investors because it offers timely insights into a company's performance, helping them make informed decisions about buying or selling stocks. Think of it as a regular check-up report that shows how well a company is doing.

Rule 12b-25(b) regulatory

"Company checks Rule 12b-25(b) as the basis for seeking relief to file late"

Forward-Looking Statements other

"Section noting statements about anticipated filing timing are forward-looking"

Forward-looking statements are predictions or plans that companies share about what they expect to happen in the future, like estimating sales or profits. They matter because they help investors understand a company's outlook, but since they are based on guesses and assumptions, they can sometimes be wrong.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 12b-25

SEC File Number 001-40296

CUSIP Number 67079Y407

NOTIFICATION OF LATE FILING

(Check one)  ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form N-SAR ☐ Form N-CSR

For Period Ended: March 31, 2026

☐ Transition Report on Form 10-K

☐ Transition Report on Form 20-F

☐ Transition Report on Form 11-K

☐ Transition Report on Form 10-Q

☐ Transition Report on Form N-SAR

For the Transition Period Ended:

Nothing in this form shall be construed to imply that the Commission has verified any information contained herein.

If the notification relates to a portion of the filing checked above, identify the item(s) to which the notification relates:

PART I - REGISTRANT INFORMATION

NUVVE HOLDING CORP.

Full Name of Registrant

Former Name if Applicable

2488 Historic Decatur Road, Suite 230

Address of Principal Executive Office (Street and Number)

San Diego, California 92106

City, State and Zip Code

PART II - RULES 12B-25(b) AND (c)

If the subject report could not be filed without unreasonable effort or expense and the registrant seeks relief pursuant to Rule 12b-25(b), the following should be completed. (Check box if appropriate)

	(a)	The reasons described in reasonable detail in Part III of this form could not be eliminated without unreasonable effort or expense;
☒	(b)	The subject annual report, semi-annual report, transition report on Form 10-K, Form 20-F, Form 11-K, Form N-SAR or Form N-CSR, or portion thereof, will be filed on or before the fifteenth calendar day following the prescribed due date; or the subject quarterly report or transition report on Form 10-Q, or subject distribution report on Form 10-D, or portion thereof, will be filed on or before the fifth calendar day following the prescribed due date; and
	(c)	The accountant’s statement or other exhibit required by Rule 12b-25(c) has been attached if applicable.

PART III - NARRATIVE

State below in reasonable detail why Forms 10-K, 20-F, 11-K, 10-Q, 10-D, N-SAR, N-CSR, or the transition report or portion thereof, could not be filed within the prescribed time period.

Nuvve Holding Corp. (the “Company”) is unable to file its Quarterly Report on Form 10-Q for the period ended March 31, 2026 (the “Report”) by the prescribed due date without unreasonable effort or expense, as the Company requires additional time to complete certain procedures to finalize the Company’s financial statements for inclusion in the Report. The Company aims to file the Report as soon as practicable.

Forward-Looking Statements

This Form 12b-25 includes information that constitutes forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements are based on the Company’s current beliefs, assumptions and expectations regarding future events, which in turn are based on information currently available to the Company. Such forward-looking statements include statements regarding the anticipated timing of filing the Report. By their nature, forward-looking statements address matters that are subject to risks and uncertainties. A variety of factors could cause actual events and results to differ materially from those expressed in or contemplated by the forward-looking statements. These factors include, without limitation, the risk that additional or different information may become known prior to the expected filing of the periodic report described herein. Other risks affecting the Company are discussed in the Company’s filings with the Securities and Exchange Commission. The Company undertakes no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events or otherwise, except to the extent required by applicable laws.

PART IV - OTHER INFORMATION

(1) Name and telephone number of person to contact in regard to this notification

David Robson		(619)		456-5161
(Name)		(Area Code)		(Telephone Number)

(2) Have all other periodic reports required under Section 13 or 15(d) of the Securities Exchange Act of 1934 or Section 30 of the Investment Company Act of 1940 during the preceding 12 months or for such shorter period that the registrant was required to file such report(s) been filed? If answer is no, identify report(s). ☒ Yes ☐ No

(3) Is it anticipated that any significant change in results of operations from the corresponding period for the last fiscal year will be reflected by the earnings statements to be included in the subject report or portion thereof? ☐ Yes ☒ No

If so, attach an explanation of the anticipated change, both narratively and quantitatively, and, if appropriate, state the reasons why a reasonable estimate of the results cannot be made.

1

NUVVE HOLDING CORP.

(Name of Registrant as Specified in Charter)

has caused this notification to be signed on its behalf by the undersigned hereunto duly authorized.

Date	May 15, 2026			By	/s/ David Robson
					David Robson,
					Chief Financial Officer

2

FAQ

Why did NUVVE (NVVE) file a Form 12b-25?

The company filed Form 12b-25 to notify the SEC it cannot timely file its Form 10-Q for the period ended March 31, 2026. The stated reason is the need for additional time to complete procedures to finalize the financial statements.

When does NUVVE expect to file the delayed Form 10-Q?

The filing states the company aims to file the Report as soon as practicable. No specific filing date or deadline is provided in the notification beyond that statement.

Does the Form 12b-25 indicate changes to NUVVE's quarterly results?

The notification does not provide earnings figures or quantify any change. It asks whether significant changes are anticipated and leaves that question unchecked in the filing; no narrative or numeric earnings change is attached.

Who is the contact for this late filing at NUVVE?

The contact listed is David Robson, Chief Financial Officer, with telephone number (619) 456-5161. The notification is signed by Mr. Robson on May 15, 2026.