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  4. [8-K] Nuvve Holding Corp. Reports Material Event

Series A preferred holders at Nuvve (NVVE) waive Alternate Consideration rights

Filing Impact
(Moderate)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Nuvve Holding Corp. reported a change to the rights of certain holders of its Series A Convertible Preferred Stock. On March 31, 2026, these holders signed a waiver to the Certificate of Designation governing the Series A Convertible Preferred Stock.

Under this waiver, the participating preferred holders agreed to give up their contractual rights to receive Alternate Consideration if a Fundamental Transaction occurs, as those terms are defined in Section 7 of the Certificate of Designation. The waiver is provided as Exhibit 10.1 and incorporated by reference.

Positive

  • None.

Negative

  • None.

Insights

Certain Series A holders waived a specific payout right in change-of-control events.

The waiver affects Series A Convertible Preferred Stock by removing the signatory holders' right to receive Alternate Consideration in a Fundamental Transaction, as defined in the Certificate of Designation. This narrows their contractual protections in specific corporate events.

The change only applies as described in the waiver and Section 7 of the Certificate. Future company disclosures may further describe how many shares or holders are subject to the waiver and how it interacts with any potential Fundamental Transaction.

Item 3.03 Material Modification to Rights of Security Holders Securities
A change was made that materially affects the rights of existing shareholders (e.g., dividend rights, voting rights).
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Series A Convertible Preferred Stock financial
"certain of the holders of Nuvve Holding Corp.’s Series A Convertible Preferred Stock"
Series A convertible preferred stock is a class of shares sold in an early funding round that gives investors a mix of protection and upside: it pays a priority claim over common shares if the company is sold or closes, but can be converted into ordinary shares to share in future growth. Think of it like a hybrid between a safer stake and a ticket to ownership; it matters to investors because it affects who controls the company, how future gains are split, and how much their investment is protected from downside.
Certificate of Designation regulatory
"to the Certificate of Designation of Preferences, Rights and Limitations of Series A Convertible Preferred Stock"
Alternate Consideration financial
"waive rights to receive Alternate Consideration (as defined in the Certificate of Designation)"
Fundamental Transaction financial
"in the event of a Fundamental Transaction (as defined in the Certificate of Designation)"
Waiver regulatory
"provided a waiver (the “Waiver”) to the Certificate of Designation"
Understanding 8-K Material Events →
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
_________________________________
 
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): March 31, 2026
NUVVE HOLDING CORP.
(Exact Name of Registrant as Specified in Charter)
Delaware001-4029686-1617000
(State or Other Jurisdiction
of Incorporation)
(Commission File Number)
(IRS Employer
Identification No.)
2488 Historic Decatur Road, Ste 230San Diego,California92106
(Address of Principal Executive Offices)(Zip Code)
Registrant’s telephone number, including area code: (619) 456-5161
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
o
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425).
o
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12).
o
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)).
o
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)).
Securities registered pursuant to Section 12(b) of the Act:
Title of each class Trading symbols Name of each exchange on which registered
Common Stock, Par Value $0.0001 Per Share NVVE The Nasdaq Stock Market LLC
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company o
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.        o





Item 3.03 Material Modification to Rights of Security Holders.

On March 31, 2026, certain of the holders of Nuvve Holding Corp.’s Series A Convertible Preferred Stock (the “Series A Convertible Preferred Stock”) provided a waiver (the “Waiver”) to the Certificate of Designation of Preferences, Rights and Limitations of Series A Convertible Preferred Stock (the “Certificate of Designation”). Pursuant to the Waiver, such holders of Series A Convertible Preferred Stock agreed to waive rights to receive Alternate Consideration (as defined in the Certificate of Designation) in the event of a Fundamental Transaction (as defined in the Certificate of Designation) set forth in Section 7 of the Certificate of Designation.

The foregoing description of the Waiver does not purport to be complete and is qualified in its entirety by reference to the full text of the Waiver, which is attached hereto as Exhibit 10.1 and is incorporated herein by reference.


Item 9.01. Financial Statements and Exhibits.
(d)Exhibits.
Exhibit No.Description
10.1
Form of Waiver.
104Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document.


SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: April 6, 2026
NUVVE HOLDING CORP.
  
 By:/s/ Gregory Poilasne
  Gregory Poilasne
  Chief Executive Officer
1

Source: View Original Filing on SEC EDGAR

FAQ

What did Nuvve Holding Corp. (NVVE) disclose about its Series A Convertible Preferred Stock?

Nuvve disclosed that certain holders of its Series A Convertible Preferred Stock signed a Waiver affecting their rights. The waiver modifies how these holders are treated under specific provisions in the Certificate of Designation related to a Fundamental Transaction.

What rights are Series A holders of NVVE waiving in this 8-K filing?

The participating Series A holders agreed to waive their rights to receive Alternate Consideration in the event of a Fundamental Transaction. These terms are defined in Section 7 of the Certificate of Designation governing the Series A Convertible Preferred Stock.

When did Nuvve’s Series A Convertible Preferred Stock waiver become effective?

The waiver was provided by certain Series A Convertible Preferred Stock holders on March 31, 2026. That date is when the agreement to modify their rights to receive Alternate Consideration in a Fundamental Transaction was executed, according to the disclosure.

Where can investors see the full text of Nuvve’s Series A preferred waiver?

The full text of the Waiver is filed as Exhibit 10.1. Nuvve states that its brief description is qualified in its entirety by reference to this exhibit, which is incorporated by reference into the disclosure.

Does the NVVE 8-K affect common stock directly or only Series A preferred holders?

The disclosure specifically concerns Series A Convertible Preferred Stock and a waiver by certain holders of those shares. It describes a modification to rights tied to Alternate Consideration in a Fundamental Transaction, without directly addressing any change to common stock terms.

Filing Exhibits & Attachments

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