Welcome to our dedicated page for Nuvve Holding SEC filings (Ticker: NVVE), a comprehensive resource for investors and traders seeking official regulatory documents including 10-K annual reports, 10-Q quarterly earnings, 8-K material events, and insider trading forms.
The Nuvve Holding Corp. (NVVE) SEC filings page provides access to the company’s regulatory disclosures, including registration statements, current reports, and other documents filed with the U.S. Securities and Exchange Commission. These filings offer detailed information about Nuvve’s capital structure, financing arrangements, and business focus on intelligent energy management, vehicle-to-grid (V2G) technology, energy storage, and microgrids.
Among the key documents, investors can review Nuvve’s Form S-1 registration statement filed on January 8, 2026, which describes the registration of shares of common stock for resale by selling stockholders. The S-1 explains the securities issued in connection with a December 2025 private placement of Series A Convertible Preferred Stock and warrants, an amended and restated common shares purchase agreement (equity line of credit), and senior convertible promissory notes and related warrants. It outlines how these instruments may convert into or be exercised for shares of Nuvve common stock.
Multiple Form 8-K current reports detail material events such as private placements of preferred stock and warrants, the establishment of an equity line of credit facility, additional issuances of senior convertible promissory notes and warrants, Nasdaq listing notices and extensions, reverse stock split approval, and agreements involving intellectual property and joint ventures. These filings describe terms like conversion prices, exercise prices, maturity, interest rates, and registration rights, which are relevant for understanding dilution risk and financing structure.
Other 8-K filings reference Nuvve’s financial results press releases and letters to stockholders, providing context on the company’s strategic expansion into stationary energy storage and microgrids. Together, these SEC documents help explain how Nuvve funds its operations, manages its equity position in relation to Nasdaq listing requirements, and formalizes key business agreements.
On this page, users can track new NVVE filings as they are made available through EDGAR. AI-powered tools can help summarize lengthy documents such as registration statements and current reports, highlight important terms in financing agreements, and surface items related to topics like equity offerings, convertible securities, and listing compliance.
Nuvve Holding Corp. (NVVE) has released its Preliminary Proxy Statement (Schedule 14A) for the 2025 Annual Meeting, scheduled as a virtual-only event on 22 August 2025 at 1:00 p.m. ET. The record date is 25 June 2025 and proxy materials will be available online beginning 27 June 2025. Shareholders can vote electronically, by phone or by mail up to and during the webcast.
The Board is seeking shareholder action on four principal proposals:
- Proposal 1 – Director Election: Election of the named Class A directors to three-year terms.
- Proposal 2 – Equity Incentive Plan Amendment: Increase in shares reserved under the Amended & Restated 2020 Equity Incentive Plan by 14,944,592 common shares (par $0.0001).
- Proposal 3 – Issuance of Shares above 19.99 % Nasdaq Cap: Approval, as required by Nasdaq Listing Rules 5635(c) & 5635(d), for potential issuance of >19.99 % of outstanding common stock related to senior secured convertible notes and associated warrants executed under a Securities Purchase Agreement, including any future price adjustments and issuances to an executive officer.
- Proposal 4 – Auditor Ratification: Ratification of Deloitte & Touche LLP as independent registered public accountants for fiscal year ending 31 Dec 2025.
No cash-flow, revenue, or earnings figures are provided in this preliminary filing, and no changes to corporate governance structure beyond the routine director elections are disclosed. The filing emphasizes the company’s commitment to a fully virtual meeting format to broaden shareholder participation and maintain health & safety, and reiterates customary voting instructions, technical support availability, and the option to request printed materials.
Potential Investor Implications: The proposed 14.9 million share increase and approval of share issuances linked to convertible notes could materially dilute existing shareholders, but would provide added financing flexibility and expanded equity compensation capacity. Continuity with Deloitte as auditor and routine director elections are typical corporate housekeeping matters.
Nuvve Holding Corp. (Nasdaq: NVVE) has filed a Form S-3 “shelf” registration statement that will allow it to issue up to $300 million of securities—including common stock, preferred stock, senior or subordinated debt, warrants and/or units—on a continuous or delayed basis.
The company is currently classified as a non-accelerated filer, smaller reporting company and emerging growth company. NVVE’s common stock last traded at $0.8713 on 27 Jun 2025. Under General Instruction I.B.6 (the “baby-shelf” rule), its public-float held by non-affiliates is approximately $28.95 million (10,438,022 shares × $2.78 closing price on 9 May 2025). Because this float is below $75 million, the company may not sell more than one-third of that amount—about $9.65 million—within any 12-month period. After prior sales of $599,847.45 over the past 12 months, the remaining capacity is roughly $9.05 million.
The shelf provides NVVE with financing flexibility: offerings can be made through underwriters, dealers, “at-the-market” programs or direct sales. Specific terms, pricing and use of proceeds will be disclosed in future prospectus supplements. Investors are cautioned to review the “Risk Factors” section (page 4) before purchasing, as the prospectus highlights that investing in NVVE securities involves a high degree of risk.
Neither the SEC nor state regulators have approved or disapproved the securities. The filing expressly states that the prospectus may not be used to consummate a sale unless accompanied by a prospectus supplement and will be amended as needed until declared effective.
Nuvve (Nasdaq: NVVE) filed an 8-K announcing the appointment of Laura Huang (Class A) and Brian Johnson (Class B) to its Board, effective June 25 2025.
Huang joins the Compensation and Nominating & Corporate Governance Committees; Johnson joins the Audit Committee. Both will receive standard director compensation and indemnification.
The filing reports no related-party transactions or family relationships under Item 404(a) and contains no financial updates. The additions strengthen board oversight and satisfy Item 5.02 disclosure requirements.