Nuvve Holding Corp SEC Filings

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.

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.

On August 22, 2025, Nuvve Holding Corp. held its annual meeting where 4,672,428 shares of common stock, representing 44.03% of the 10,613,022 shares outstanding as of the June 25, 2025 record date, were present in person or by proxy, constituting a quorum. The filing states that stockholders elected two Class A directors to three-year terms through the 2028 annual meeting. The excerpt does not include the names of those directors or the specific vote totals, which are described as provided elsewhere in the proxy.

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.

Nuvve Holding Corp. filed an S-1 registration statement for distribution of shares held by selling stockholders rather than a primary offering; the company will not receive proceeds from those sales. The filing discloses 18,558,835 shares outstanding as of July 31, 2025 and identifies multiple selling holders each holding up to 1,500,000 shares issuable upon exercise of warrants, representing roughly 2.6%–2.8% of outstanding stock per holder based on the stated figures. Several securities (warrants, convertible notes, AIR Warrants, Series A/C Warrants) include beneficial ownership limits (4.99% or 9.99%). The prospectus discusses regulatory developments affecting digital assets, including SEC actions and international rules. A detailed exhibit list and numerous recent SEC filings are incorporated by reference. The registration statement is signed by executive officers and directors on August 15, 2025.

Brian Arthur Johnson filed an initial Form 3 reporting his relationship to Nuvve Holding Corp. (NVVE) as a Director. The event date listed is 06/25/2025. The filing states explicitly that No securities are beneficially owned by the reporting person. The form is signed and dated 08/12/2025.