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8-K

Nuvve Holding Corp. (NVVE)

8-K 2026-03-31 For: 2026-03-31
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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) Delaware 001-40296 86-1617000
--- --- ---
(State or Other Jurisdiction<br><br>of Incorporation) (Commission File Number) (IRS Employer<br><br>Identification No.) 2488 Historic Decatur Road, Ste 230 San Diego, California 92106
--- --- --- ---
(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 2.02. Results of Operations and Financial Condition.

On March 31, 2026, Nuvve Holding Corp. (the “Company”) issued a press release announcing financial results for its fourth quarter ended December 31, 2025. A copy of the press release is furnish herewith as Exhibits 99.1 and incorporated herein by reference.

Item 7.01. Regulation FD Disclosure.

The information set forth in Item 2.02 above is hereby incorporated herein by reference.

The information and exhibit included pursuant to Item 2.02 and 7.01 of this report are being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (“Exchange Act”) or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Exchange Act, except as expressly set forth by specific reference in such a filing.

Item 9.01. Financial Statements and Exhibits.

(d)Exhibits.

Exhibit No. Description
99.1 Press Release Announcing Quarterly Results.
104 Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document.

SIGNATURE

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: March 31, 2026

NUVVE HOLDING CORP.
By: /s/ Gregory Poilasne
Gregory Poilasne
Chief Executive Officer

2

Document

Exhibit 99.1

image_0.jpg

Nuvve Provides Fourth Quarter and Full Year 2025 Financial Update

Investor Conference Call to be Held Today at 5:00 PM Eastern Time (2:00 PM PT)

SAN DIEGO, CA - March 31, 2026 — Nuvve Holding Corp. (Nuvve) (Nasdaq: NVVE), a global leader in advanced energy storage, grid modernization solutions and vehicle-to-grid (V2G) technology, today provided a fourth quarter and full-year 2025 financial update.

Fourth Quarter Highlights and Recent Developments

•We raised $8.1 million in gross proceeds through a private preferred stock offering, warrants exercises and debt obligations during the fourth quarter of 2025 to support our operations and growth initiatives

•Total revenues were $1.9 million for the fourth quarter of 2025 compared to $1.8 million for the fourth quarter 2024

•Gross profit margins were 24.2% for the fourth quarter of 2025 compared to 15.8% for the fourth quarter 2024

•Cash operating losses were $1.5 million in the fourth quarter 2025 compared to $4.9 million the fourth quarter 2024

•Reduced operating expenses excluding cost of sales and inventory impairment by $2.2 million in the fourth quarter of 2025 to $3.7 million compared to $5.9 million in the fourth quarter of 2024

•We had $5.5 million in cash and cash equivalents as of December 31, 2025 compared to $0.4 million at December 31, 2024.

Management Discussion

Gregory Poilasne, Chief Executive Officer of Nuvve, said,“ We were disappointed with the slowdown of EV adoption in the school bus market and the decline in revenues in 2025. We previously announced that we have pivoted our business strategy towards stationary storage aggregation services, and have seen an increase in our pipeline and backlog for stationary battery projects which we anticipate will accelerate the scaling of our platform in North America, Europe and Japan.”

2025 Fourth Quarter Financial Review

Total revenue was $1.95 million for the three months ended December 31, 2025, compared to $1.79 million for the three months ended December 31, 2024. The increase in revenue was attributed to increase in products due to higher customers sales orders and shipments, and increase in grants revenue, partially offset by decrease in services revenue. Products and services revenue for the three months ended December 31, 2025 consisted of sales of DC and AC Chargers of about $1.39 million, grid services revenue of $0.01 million, and engineering services of $0.34 million, compared to sales of DC and AC $1.18 million, grid services of $0.01 million, and engineering services of $0.51 million for the three months ended December 31, 2024. The decrease in service revenue is due to the absence of management fees earned related to the Fresno EV infrastructure project. We stopped accruing management fees earned for the Fresno EV infrastructure project during the second quarter of 2025.

Cost of product and service revenues was $1.46 million for the three months ended December 31, 2025, compared to $1.50 million for the three months ended December 31, 2024, a 2.8% decrease. Products and services margins for the three months ended December 31, 2025 increased by 4.5% to 16.0%, compared to 11.5% for the same prior year period. Margin was positively impacted by a higher mix of hardware charging stations sales and a lower mix of engineering services.

During the fourth quarter of 2025, we determined that certain 125 kW V2G DC Chargers held in inventory and purchased from our former third party supplier were not conforming to our commercial product reliability standards and they would no longer be offered for sale domestically. Given the commercial reliability issues with those DC chargers, we recognized a total inventory impairment charge of $3.47 million, reducing the carrying value of those inventories to zero. The inventory impairment loss is presented as a separate line item in the consolidated statements of operations due to its significance.

Selling, general and administrative expenses consist of selling, marketing, payroll, administrative, finance, and professional expenses. Selling, general and administrative expenses were $3.0 million for the three months ended December 31, 2025, as compared to $5.1 million for the three months ended December 31, 2024, a decrease of $2.1 million, or 40.9%. The decrease during the three months ended December 31, 2025 was primarily attributable to decreases in compensation expenses of $1.7 million, including share-based compensation, decrease in public company related expenses of $0.6 million, decrease in travel-related expenses of $0.2 million, decrease in office related expenses of $0.2 million, decrease in information technology related expenses of $0.1 million, partially offset by increase in insurance related expenses of $0.4 million, and increase in legal expenses of $0.3 million.

Research and development expenses increased by $0.1 million, or 12.1%, from $0.8 million for the three months ended December 31, 2024 to $0.7 million for the three months ended December 31, 2025. The increases during the three months ended December 31, 2025 were primarily attributable to increases in compensation expenses and subcontractor expenses used to advance our platform functionality and integration with vehicles and stationary batteries.

Other income, net consists primarily of interest expense, change in fair value of convertible notes, change in fair value of warrants liability, sublease income and other income (expense). Other income (expense) was $0.38 million in other income for the three months ended December 31, 2025, compared to $0.52 million of other income for the three months ended December 31, 2024, a decrease of $0.14 million of income. The decrease during the three months ended December 31, 2025 was primarily attributable to the change in fair values of the convertible notes and warrants liability, partially offset by increases in sublease income related to the subleasing of part of our main office space, and interest expense on debt obligations.

Net loss was $6.3 million for the three months ended December 31, 2025, compared to $5.1 million for the three months ended December 31, 2024, an increase of $1.2 million or 23.7%. The increase in net loss was primarily due to a increase in operating expenses of $1.2 million, partially offset by decrease in other income, net of $0.1 million and increase in revenue of $0.16 million.

Net Loss Attributable to Non-Controlling Interest

Net loss attributable to non-controlling interest was $0.23 million and $0.03 million for the three months ended December 31, 2025 and 2024, respectively.

Net loss is allocated to non-controlling interests in proportion to the relative ownership interests of the holders of non-controlling interests in the entities.

Megawatts Under Management

Megawatts under management refers to the potential available charging capacity Nuvve is currently managing around the world.

Megawatts under management in the fourth quarter increased 7.2% over the third quarter of 2025, to 28.3 megawatts from 26.4 megawatts, and a 7.8% decrease compared to the fourth quarter of 2024. Stationary batteries we managed in California were decommissioned as they reached the end of their useful life. Our customer intends to replace these batteries in the future, and we are working with this customer to propose our battery aggregation services once their new batteries are installed. In Japan we elected to not continue the management of stationary batteries connected to our platform in partnership with Toyota Tsusho that we had managed for several years, given that expected future revenue generation was limited under our existing agreement. Instead we have focused our efforts in driving new business development efforts in Japan, with a focus on battery aggregation services for commercial and governmental customers throughout the country.

Conference Call Details

Nuvve will hold a conference call to review its financial results for the fourth quarter of 2025, along with other company developments at 5:00 PM Eastern Time (2:00 PM PT) today, Tuesday, March 31, 2026.

To participate in the call, please register for and listen via a live webcast, available in the ‘Events' section of Nuvve’s investor relations website at https://investors.nuvve.com/. In addition, a replay of the call will be made available for future access.

About Nuvve Holding Corp.

Nuvve Holding Corp. (Nasdaq: NVVE) is a global leader in the electrification of the planet, beginning with transportation, through its intelligent energy platform. Combining the advanced vehicle-to-grid (V2G) technology and an ecosystem of electrification partners, Nuvve dynamically manages power among electric vehicle (EV) batteries and the grid to deliver new value to EV owners, accelerate the adoption of EVs, and support the world’s transition to clean energy. By transforming EVs into mobile energy storage assets and networking battery capacity to support shifting energy needs, Nuvve is making the grid more resilient, enhancing sustainable transportation, and supporting energy equity in an electrified world. Since its founding in 2010, Nuvve has successfully deployed V2G on five continents and offers turnkey electrification solutions for fleets of all types. Nuvve is headquartered in San Diego, California, and can be found online at nuvve.com.

Nuvve and associated logos are among the trademarks of Nuvve and/or its affiliates in the United States, certain other countries and/or the European Union. Any other trademarks or trade names mentioned are the property of their respective owners.

Cautionary Statement Regarding Forward-Looking Statements

This press release contains forward-looking statements or forward-looking information within the meaning of the U.S. Private Securities Litigation Reform Act of 1995. Forward-looking statements may be identified by the use of forward-looking terms such as "may," "will," "expects," "believes," "aims," "anticipates," "plans," "looking forward to," "estimates," "projects," "assumes," "guides," "targets," "forecasts," "continue," "seeks" or the negatives of such terms or other variations on such terms or comparable terminology, although not all forward-looking statements contain such identifying words. Forward-looking statements include, but are not limited to, statements concerning Nuvve’s expectations, plans, intentions, strategies, prospects, business plans, product and service offerings, new deployments, potential project successes, expected timing of recently announced projects, anticipated growth of various business areas and other statements that are not historical facts. Nuvve cautions you that these forward-looking statements are subject to numerous risks and uncertainties, most of which are difficult to predict and many of which are beyond the control of Nuvve. Such statements are based upon the current beliefs and expectations of management and are subject to significant risks and uncertainties that could cause actual outcomes and results to differ materially. Some of these risks and uncertainties can be found in Nuvve’s most recent Annual Report on Form 10-K and subsequent periodic reports filed with the Securities and Exchange Commission (SEC). Copies of these filings are available online at www.sec.gov, https://investors.nuvve.com or on request from Nuvve. These factors should not be construed as exhaustive and should be read in conjunction with the other cautionary statements that are included in the Nuvve’s filings with the SEC. Such forward-looking statements speak only as of the date made, and Nuvve disclaims any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. Readers of this press release are cautioned not to place undue reliance on these forward-looking statements, since there can be no assurance that these forward-looking statements will prove to be accurate. This cautionary statement is applicable to all forward-looking statements contained in this press release.

Nuvve Investor Contact

investorrelations@nuvve.com

+1 (619) 483-3448

Nuvve Press Contacts

press@nuvve.com

+1 (619) 483-3448

FINANCIAL TABLES FOLLOW

NUVVE HOLDING CORP. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

(Unaudited)

December 31, 2025 December 31, 2024
Assets
Current Assets
Cash $ 5,467,250 $ 371,497
Restricted cash 320,000 320,000
Accounts receivable, net 1,094,651 2,148,198
Inventories 800,819 4,591,902
Prepaid expenses 883,301 494,986
Deferred costs 709,286 417,290
Due from related party 574,503
Other current assets 1,184,704 931,244
Total Current Assets 11,034,514 9,275,117
Property and equipment, net 618,444 613,958
Intangible assets, net 1,065,705 1,062,766
Goodwill 96,000
Investment in equity securities 670,951
Investment in leases 98,321 101,415
Right-of-use operating lease assets 3,779,757 4,493,360
Deferred costs - noncurrent 594,558 564,558
Security deposit, long-term 105,782 15,687
Total Assets $ 17,393,081 $ 16,797,812
Liabilities and Equity
Current Liabilities
Accounts payable $ 3,406,969 $ 1,882,357
Accrued expenses 1,842,722 3,393,205
Deferred revenue - current 1,022,453 506,496
Debt -term loan 1,609,928
Due to related party - promissory notes - current 1,113,564 562,241
Convertible notes - current 616,179 2,475,162
Operating lease liabilities - current 860,130 914,800
Other liabilities 2,340 6,969
Customer deposits 918,631
Total Current Liabilities 9,782,988 11,351,158
Operating lease liabilities - noncurrent 3,558,659 4,254,173
Deferred revenue - noncurrent 874,779 771,747
Due to related party - promissory notes - noncurrent 840,500
Warrants/investment rights liability 474,023 699,087
Other long-term liabilities 172,089 170,794
Total Liabilities 14,862,538 18,087,459
Commitments and Contingencies
Mezzanine equity
Series A Convertible Preferred stock, $0.0001 par value, 35,000 shares authorized, 6,000 issued and outstanding at December 31, 2025, and zero shares issued and outstanding at December 31, 2024; aggregate liquidation preference of $6,000,000 and $0 at December 31, 2025 and December 31, 2024, respectively 4,958,840
Stockholders’ Equity
Preferred Class A units, zero par value,4,900,000 shares authorized; 4,900,000 units issued and outstanding at December 31, 2025, and zero units issued and outstanding at December 31, 2024, respectively 166,698
Series 3 J-Kiss units, zero par value,100,000,000 shares authorized; 10,090 units issued and outstanding at December 31, 2025, and zero units issued and outstanding at December 31, 2024, respectively 615,960
Class B units,zero par value, 2,500,000 units authorized; 300,000 units issued and outstanding at December 31, 2025, and zero units issued and outstanding at December 31, 2024, respectively 300,000
Preferred stock, $0.0001 par value, 1,000,000 shares authorized; zero shares issued and outstanding at December 31, 2025 and December 31, 2024, respectively
Common stock, $0.0001 par value, 400,000,000 shares authorized; 2,069,882 shares issued and 2,069,840 shares outstanding at December 31, 2025; 22,624 shares issued and 22,582 shares outstanding at December 31, 2024. 11,758 6,408
Treasury stock, at cost, 42 shares outstanding at December 31, 2025; 42 shares outstanding at December 31, 2024.
Additional paid-in capital 193,616,119 164,285,336
Accumulated other comprehensive income 38,041 46,494
Accumulated deficit (196,421,627) (165,599,076)
Nuvve common stockholders’ deficit (1,673,051) (1,260,838)
Non-controlling interests (755,246) (28,809)
Total Nuvve stockholders’ deficit (2,428,297) (1,289,647)
Total mezzanine equity 4,958,840
Total Liabilities, Nuvve stockholders' deficit and mezzanine equity $ 17,393,081 $ 16,797,812

NUVVE HOLDING CORP. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)

Three Months Ended December 31, Years Ended December 31,
2025 2024 2025 2024
Revenue
Products $ 1,391,133 $ 1,179,078 $ 3,046,150 $ 2,568,573
Services 349,317 520,742 1,188,581 2,307,679
Grants 209,411 86,255 559,211 409,977
Total revenue 1,949,861 1,786,075 4,793,942 5,286,229
Operating expenses
Cost of products 1,141,168 1,121,542 2,418,237 2,124,506
Cost of services 320,823 382,769 503,039 1,410,051
Inventory impairment loss 3,469,895 3,469,895
Selling, general, and administrative 3,028,635 5,126,547 26,752,318 17,671,110
Research and development 674,310 767,558 3,830,533 4,540,993
Total operating expenses 8,634,831 7,398,416 36,974,022 25,746,660
Operating loss (6,684,970) (5,612,341) (32,180,080) (20,460,431)
Other income
Interest expense, net (235,465) (544,653) (1,955,781) (767,373)
Change in fair value of convertible notes (79,912) 444,656 (140,575) 444,656
Change in fair value of warrants/investment rights liability 266,601 1,019,946 940,500 3,662,370
Change in fair value of derivative liability (3,626)
Other, net 425,036 (404,825) 1,785,948 (300,408)
Total other (expense) income, net 376,260 515,124 630,092 3,035,619
Loss before taxes (6,308,710) (5,097,217) (31,549,988) (17,424,812)
Income tax (benefit) expense (1,000) 1,600 (1,000) 1,600
Net loss $ (6,307,710) $ (5,098,817) $ (31,548,988) $ (17,426,412)
Less: Net loss attributable to non-controlling interests (231,308) (28,809) (726,437) (28,809)
Net loss attributable to Nuvve Holding Corp. $ (6,076,402) $ (5,070,008) $ (30,822,551) $ (17,397,603)
Net loss attributable to Nuvve Holding Corp. common stockholders $ (6,076,402) $ (5,070,008) $ (30,822,551) $ (17,397,603)
Net loss per share attributable to Nuvve Holding Corp. common stockholders, basic and diluted $ (6.38) $ (230.16) $ (75.65) $ (1,076.70)
Weighted-average shares used in computing net loss per share attributable to Nuvve Holding Corp. common stockholders, basic and diluted 952,168 22,029 407,435 16,158

NUVVE HOLDING CORP AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS

(Unaudited)

Three Months Ended December 31, Years Ended December 31,
2025 2024 2025 2024
Net income (loss) $ (6,307,710) $ (5,098,817) $ (31,548,988) $ (17,426,412)
Other comprehensive (loss) income, net of taxes
Foreign currency translation adjustments, net of taxes (2,447) (27,652) (8,453) (47,182)
Total Comprehensive income (loss) $ (6,310,157) $ (5,126,469) $ (31,557,441) $ (17,473,594)
Less: Comprehensive income (loss) attributable to non-controlling interests, net taxes (231,308) (28,809) (726,437) (28,809)
Comprehensive income (loss) attributable to Nuvve Holding Corp. $ (6,078,849) $ (5,097,660) $ (30,831,004) $ (17,444,785)
Comprehensive income (loss) attributable to Nuvve Holding Corp. common stockholders $ (6,078,849) $ (5,097,660) $ (30,831,004) $ (17,444,785)

NUVVE HOLDING CORP. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

Years Ended December 31,
2025 2024
Operating activities
Net loss $ (31,548,988) $ (17,426,412)
Adjustments to reconcile to net loss to net cash used in operating activities
Depreciation and amortization 329,500 337,971
Share-based compensation 2,432,132 2,620,127
Inventory impairment loss 3,469,895
Change in fair value of warrants liability (940,500) (3,263,697)
Change in fair value of convertible notes 140,575 (444,656)
Change in fair value of derivative liability 3,626
Fair value of warrants issued for cryptocurrency strategy consulting services 8,194,000
Loss on warrants issuance 305,065
Provision for credit losses 990,105
Gains from the sale of equity investment interest (244,214)
Amortization of discount on debt and promissory notes 162,312 87,222
Noncash lease expense 721,870 357,118
Change in operating assets and liabilities
Accounts receivable 63,442 (148,299)
Inventory 321,188 1,297,551
Prepaid expenses and other assets (1,190,901) 1,506,991
Accounts payable 1,524,612 196,413
Advance deposit from customer 918,631
Accrued expenses and other liabilities (2,592,869) (1,422,380)
Deferred revenue 622,083 259,026
Net cash used in operating activities (16,627,127) (15,734,334)
Investing activities
Cash used in acquisition (340,200)
Purchase of property and equipment (57,099) (45,395)
Proceeds from sale of equity investment interest 915,165
Net cash provided by (used in) investing activities 517,866 (45,395)
Financing activities
Proceeds from debt and promissory notes obligations, net of issuance costs 9,422,198 6,470,500
Repayment of debt and promissory notes obligations (3,323,948) (654,655)
Payment of finance lease obligations (8,267) (10,074)
Proceeds from issuance of Class B units 300,000
Proceeds from exercise of warrants 4,296,407 155,060
Proceeds from convertible series A preferred, net of offering costs 4,958,840
Proceeds from common stock offering, including pre-funded warrants, net of offering costs 5,509,874 8,502,086
Proceeds from issuance of series 3 J-Kiss units 41,457
Net cash provided by financing activities 21,196,561 14,462,917
Effect of exchange rate on cash 8,453 (6,351)
Net decrease in cash and restricted cash 5,095,753 (1,323,163)
Cash and restricted cash at beginning of year 691,497 2,014,660
Cash and restricted cash at end of year $ 5,787,250 $ 691,497
Supplemental Disclosure of cash information:
Cash paid for interest $ 1,654,799 $ 563,345
Cash paid for income taxes $ 1,600 $ 1,600
Supplemental Disclosure of Noncash Investing and Financing Activities:
Conversion of Notes and accrued interest to common shares $ 8,903,712 $
Payment of Promissory with Receivable $ 283,578 $
Issuance of preferred class A units for acquisition $ 166,698 $
Issuance of common shares in exchange for payment of promissory note $ 277,786 $
Issuance of Series 3 J-Kiss units in exchange for loan receivable $ 574,503 $

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