What changed in this filing

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Item 1. Business

2026-03-31 compared with 2025-03-31 · 118 added, 44 removed, 349 unchanged (32% of the section changed)

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and its subsidiaries.

We are a grid modernization company that has developed a proprietary vehicle-to-grid ("V2G") technology, including our Grid Integrated Vehicle (“GIVe”) cloud-based software platform, that enables us to link multiple electric vehicle (“EV”) batteries, as well as stationary batteries, into a virtual power plant to provide bi-directional energy to the electrical grid in a qualified and secure manner.

Combining our innovative V2G technology and an ecosystem of electrification partners, we dynamically manage power among EV batteries, stationary batteries, Distributed Energy Resource ("DER") and the grid to deliver new value to EV owners, accelerate the adoption of EVs, provide an alternative solution to for grid modernization, and support the world’s transition to clean energy.

We are a grid modernization and advanced energy storage and management company that has developed a proprietary vehicle-to-grid ("V2G") technology, including our Grid Integrated Vehicle ("GIVe") cloud-based software platform, powered by advanced artificial intelligence ("AI").

Our AI-driven platform enables us to link multiple electric vehicle ("EV") batteries, as well as stationary batteries, into a virtual power plant to provide bi-directional energy to the electrical grid in a qualified and secure manner.

At the core of our technology is a comprehensive AI architecture that spans the entire business.

Our platform leverages machine learning and predictive analytics for real-time energy forecasting, intelligently anticipating grid demand, energy pricing fluctuations, and optimal charge-discharge cycles to maximize value for all participants.

This AI-first approach extends beyond energy management — it is embedded in our full product development lifecycle, accelerating innovation from concept through deployment, and drives our sales management processes, enabling smarter customer engagement, pipeline optimization, and data-driven go-to-market strategies.

Combining our innovative, AI-powered V2G technology and an ecosystem of electrification partners, we dynamically manage power among EV batteries, stationary batteries, Distributed Energy Resources ("DER"), and the grid to deliver new value to EV owners, accelerate the adoption of EVs, provide an alternative solution for grid modernization, and support the world's transition to clean energy.

With products designed to transform EVs into mobile energy storage assets and networking EV and stationary battery capacity to support shifting energy needs, we are working toward making the grid more resilient, enhancing sustainable transportation, and supporting energy equity in an electrified world.

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Overview of Our Technology

Our platform dynamically manages power to and from EVs, batteries, and the grid at scale.

Our intelligent vehicle-to-grid technology allows EV owners to efficiently and timely meet the energy demands of individual vehicles and entire fleets.

Our platform dynamically manages power to and from stationary batteries, EVs batteries, and the grid at scale.

Our intelligent vehicle-to-grid technology allows EV owners to efficiently and timely meet the energy demands of individual vehicles and entire fleets, as well as aggregate and develop a pipeline of stationary battery projects.

With our V2G technology, the grid becomes more resilient through the benefits of greater networked battery capacity.

Our GIVe software platform enables us to aggregate multiple EV batteries and stationary batteries into a virtual power plant (“VPP”) to provide bidirectional services to the electrical grid in a qualified and secure manner.

Our GIVe software platform enables us to aggregate multiple stationary batteries and EV batteries into a virtual power plant (“VPP”) to provide bidirectional services to the electrical grid in a qualified and secure manner.

VPPs can generate revenue by selling excess power to utility companies, utilizing the stored power to perform grid services, or reduce building energy peak consumption.

With our technology, we are capable of providing many levels of vehicle-grid integration (“VGI”), distributed energy storage, and V2G services such as time of use optimization (“TOU”), demand response, demand charge management and wholesale energy market participation, thereby providing revenues from grid services as well as utility bill savings behind the meter.

Our longest running commercial operation is in Denmark, where we have provided V2G services for more than eight years with daily bidding on energy markets.

Our longest running commercial operation is in Denmark, where we have provided V2G services for more than nine years with daily bidding on energy markets.

Specifically, this operation aggregates a coalition of EV batteries to provide a primary frequency containment reserve (“FCR”) service to the local transmission system operator.

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By acting as a reserve to store or release energy into the grid in order to offset variations in demand, the FCR service provided by our GIVe platform assists the local system operator in the critical task of frequency regulation.

Over the seven-plus years of this deployment, we have accumulated many hours of valuable learning on fleet operation and energy market behavior.

Over the eight-plus years of this deployment, we have accumulated many hours of valuable learning on fleet operation and energy market behavior.

This Denmark-based fleet is driven primarily during the day and is parked at night and on weekends, allowing it on average about 17 hours of available market participation per day.

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The V2G services revenue gives our customers a lower total cost of EVs ownership through benefits such as reduced charger costs, low or free energy costs to drive, fleet management tools, and yearly maintenance.

This Denmark deployment showcases our ability to adapt our V2G software to match requirements for market participation and interconnection to the grid — vehicles

in this commercial V2G operation are each connected to 10kW bidirectional DC chargers that are controlled by our V2G GIVe platform.

This Denmark deployment showcases our ability to adapt our V2G software to match requirements for market participation and interconnection to the grid — vehicles in this commercial V2G operation are each connected to 10kW bidirectional DC chargers that are controlled by our V2G GIVe platform.

As each vehicle is plugged in, our software automatically takes control of each vehicle’s charging and discharging.

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Vehicle operators can use our fleet management app and set driving needs for any given day to fulfill their driving duties.

Further, our GIVeTM software platform provides the ability to manage and optimize site-level EV charging and behind the meter solar and battery storage, and to aggregate energy across multiple sites to participate in ancillary / grid services markets.

We offer fleet operators the potential to save money, transition to EV fleets faster and optimize capital asset life.

We believe that we have the disruptive technology to integrate EVs into the electric system while leveraging the batteries inside the vehicles to solve the issues associated with energy intermittency and resiliency.

Market Opportunity and Our Solution

The EV industry has grown rapidly since we were founded in 2010.

According to the Bloomberg New Energy Finance (BNEF) Electric Vehicle Outlook 2024, an estimated 720 million EVs will be on the road by 2040.

According to the Bloomberg New Energy Finance ("BloombergNEF") Electric Vehicle Outlook 2024, an estimated 720 million EVs will be on the road by 2040.

G lobal EV sales continue to grow and BloombergNEF estimates that almost 22 million passenger EVs were sold in 2025, up 25% from 2024.

In addition, countries around the world are expected to become increasingly focused on meeting climate goals, in part, by reducing the environmental effects of internal combustion engine vehicles, which account for approximately 17.9% of global CO 2 emissions (source:

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According to a May 2023 report from Schroders, more than 13 million public chargers will need to be deployed globally by 2030 to meet forecasted EV growth worldwide.

According to the same report, as of 2023 there were around 3.5 million public charging points, a majority of which were located in China.

According to the International Energy Agency ("IEA") Global EV Outlook 2025 report, as of 2024 there were around 5 million public charging points, a majority of which were located in China.

The capital investments required for meeting such charging infrastructure demands by 2030 is estimated to be between $150-200 billion, based on current average costs of EV chargers.

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With V2G services capturing available grid value streams such as frequency regulation, adaptive power, smart charging, smart charging/discharging, and peak-shaving services as part of the solution, the EV fleet owner/operator can symbiotically assist in improving and assuring grid stabilization while earning revenues.

These revenues can be shared with the ratepayer to save in transportation energy costs and thereby effectively lower the cost of EV ownership.

These revenues can be shared with the ratepayer to save in

transportation energy costs and thereby effectively lower the cost of EV ownership.

V2G services can also help mitigate intermittency issues associated with renewables by (1) continuously injecting or absorbing energy to and from the grid every few seconds to help to regulate frequency;

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We also believe that significant value can be derived from aggregating EVs into a VPP to provide grid services that can be monetized in the energy and power capacity markets.

Our GIVe software platform was created to harness capacity from “loads” at the edge of the distribution grid (i.e., coalitions of aggregated EVs and small stationary batteries) in a qualified, controlled and secure manner to provide many of the grid services offered by conventional generation sources (i.e., coal and natural gas

Our current addressable energy and capacity markets for targeted grid services (frequency regulation, demand charge management, demand response, energy optimization, distribution grid services and energy arbitrage) are estimated to be of considerable value — each ranging from $3 billion to $250 billion per year.

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Today, we continue to advance our software platform’s ability to conduct forecasting, bidding, dispatching and reporting functionalities — so that the needs of the driver, the grid and the EV battery are continually met.

Our strategy and focus on grid modernization incorporates a diversified set of segments, geographies and partners, including the North America school bus market, stationary storage, enhancing our offering with artificial intelligence (AI).

Our strategy and focus on grid modernization incorporates a diversified set of segments, geographies and partners, including the North America school bus market, stationary storage, and enhancing our offering with artificial intelligence (AI).

We operate our platform across light duty fleets, heavy duty fleets, automotive original equipment manufacturers (“OEMs”), charge point operators, and strategic partnerships located in Europe, Asia (including Japan) and North America.

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Through initiatives such as our partnership with various third parties, we are well-positioned to capitalize on the push toward electrification.

Nuvve’s K-12 sales channel, our sales channel focused on school buses, is continuously accelerating, and we expect will provide significant part of our revenue in 2025, and yield up to 500 school buses connected to our platform in the near future.

With third-party forecasts calling for the further acceleration of electric school bus deployments in 2025 compared with 2024 and 2023, and assuming we maintain our existing market share of charging station sales, we see a path forward to potentially tripling our charging station unit sales and doubling hardware revenues in 2025 compared with 2023.

Nuvve’s K-12 sales channel, our sales channel focused on school buses, is continuously accelerating, and we expect will provide significant part of our future revenue, and yield up to 500 school buses connected to our platform in the near future.

With third-party forecasts calling for the further acceleration of electric school bus deployments compared with prior years, and assuming we maintain our existing market share of charging station sales, we see a path forward to potentially tripling our charging station unit sales and doubling future hardware revenues.

Our value proposition is now rooted on vehicle readiness, energy management, and battery life extension.

We are fortifying our position as a leading service provider in the space.

We have demonstrated that we know how to support our customers in this segment and, as we launch new services in Texas, which has the largest school bus fleet in the United States, we are confident that we will maintain our leadership position.

We have demonstrated that we know how to support our customers in this segment and, as we launch new services in multiple states in the United States with large school bus fleets, we are confident that we will maintain our leadership position.

• Applying our technology to the stationary storage sector.

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Our strong differentiator compared to the majority of our competitive set is our ability to provide energy management with both advanced grid services and resiliency.

Looking ahead, we expect that stationary batteries will represent up to 15% our deployments for the next three years;

Looking ahead, we expect that stationary batteries will represent up to 15% of our deployments for the next three years;

this ranks high amongst our priorities and will provide the opportunity to realize cash faster than EVs as the Energy Management Platform business allows for significant upfront cash payment.

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It is also a key support to our CPO ("Charge Point Operator") business.

• Enhancing our offerings with AI.

We believe we are providing best-in-class forecasting capabilities for CPOs and Utilities through Astrea AI’s offerings.

• Enhancing our offerings with Artificial Intelligence.

We believe we are providing best-in-class forecasting capabilities for CPOs and Utilities through AI offerings.

This fundamental predictive analytics work has supported the development of advanced features that allow us to predict with a high level of confidence when an EV will be connected to a charging station and the amount of kWh it will need to onboard during the session.

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• Heavy duty fleet customers are typically organizations that operate vehicle fleets in the school bus, shuttle bus, delivery truck, refuse truck, and transit bus segments .

We believe these customers choose to electrify their fleets for economic reasons, as the comparative total cost of ownership favors electrification.

We believe these customers choose to electrify their fleets

for economic reasons, as the comparative total cost of ownership favors electrification.

Our GIVe software platform can help them lower operating costs and achieve sustainability goals.

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We agreed to assign to Dreev our rights to the V2G technology in these territories.

We presently hold a 5% interest in Dreev.

The parties have certain put and call option rights under the agreements for the business venture, including a call option for each party upon a change in control of the other party.

While we anticipate that we will maintain or increase our stake in the business venture, there can be no assurance that we will be able to do so.

On October 8, 2025, we entered into a Share Purchase Agreement with EDF and Dreev, pursuant to which we agreed to sell to EDF all of the equity interests of Dreev held by us, representing approximately 4.65% of the total interests of Dreev.

Subsequent to the transaction, we no longer have any ownership interest in Dreev.

We currently view the North American school bus segment to be one of our highest priorities world-wide.

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• Invest in marketing and sales.

We intend to continue attracting new customers and pursue a “portfolio effect” model which enables V2G, uni-directional (V1G) and batteries assets to be efficiently combined in order to boost overall value.

We intend to continue attracting new customers and pursue a “portfolio effect” model which enables V2G, uni-directional (V1G) and stationary battery assets to be efficiently combined in order to boost overall value.

• Pursue strategic acquisitions.

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Our research and development is principally conducted at our headquarters in San Diego, California.

As of December 31, 2024, we had 12 full-time employees and two contract workers engaged in research and development activities.

As of December 31, 2025, we had 18 full-time employees and five contract workers engaged in research and development activities.

Intellectual Property

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Our success depends in part upon our ability to obtain and maintain proprietary protection for our products, technology and know-how, to operate without infringing the proprietary rights of others, and to prevent others from infringing our proprietary rights.

As of December 31, 2024, we had six U.S.

As of December 31, 2025, we had thirteen U.S.

patents issued, and various corresponding foreign issued applications from five distinct patent families.

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Under the agreement, we agreed to make certain milestone payments to the University of Delaware in the aggregate amount of up to $7,500,000 based on the achievement of certain substantial commercialization targets.

The intellectual property acquisition agreement terminates upon the later of the date all the milestone payments described in Note 18 to the Consolidated Financial Statements included in this Annual Report on Form 10-K, are made and the expiration date of the patents transferred to us.

The intellectual property acquisition agreement terminates upon the later of the date that all the milestone payments are made and the expiration date of the patents transferred to us.

Please see Note 17 to the Consolidated Financial Statements included in this Annual Report on Form 10-K, for detailed descriptions of the intellectual property acquisition agreement .

If the University of Delaware terminates the agreement upon a material breach by us of certain limited provisions of the intellectual property agreement (which do not include the milestone payment provisions) that is not cured within 45 days after notice from the university, we will be required to assign the patents back to the university.

The patents acquired from the University of Delaware, which cover the technology underlying our GIVe platform, as well as our implementation inside the charging stations and the EVs, are a key part of our patent portfolio and are critical to the operation of our business and our competitive position.

The following is an abstract of each of the six issued U.S.

The following is an abstract of each of the thirteen issued U.S.

Patent Primary Claims

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In addition, the LEMS has the ability to effectively handle and fulfill energy and electrical objectives of the grid services, including regulation or demand response objectives from the grid, by conveying operational set points that control the power charge and discharge at each local asset in order to meet those objectives.

Each of the five issued European Patents, stem from the US patents acquired from the University of Delaware outlined above.

The following lists independent claim 1 from each of the five issued European Patents:

11,135,936 A method that uses temperature data to protect battery health during bidirectional charging events, the method comprising receiving at a processor temperature data, said temperature data comprising at least the temperature of one or more electric vehicle batteries or information required to determine the temperature of the one or more electric vehicle batteries;

determining anticipated energy needs of a building;

determining an amount of discharge of the one or more electric vehicle batteries required to offset the anticipated energy needs of the building by a predetermined amount;

determining based on the temperature data whether discharging the one or more electric vehicle batteries by the predetermined amount will be harmful to the health of the one or more electric vehicle batteries;

and discharging the one or more electric vehicle batteries to offset the anticipated needs of the building if it is determined that discharging the one or more electric vehicle batteries by the predetermined amount will not be harmful to the health of the one or more electric vehicle batteries.

11,958,372 A bi-directional charger comprising:

a first portion configured to be coupled to an electrical grid;

a second portion configured to be coupled to an electric vehicle;

an enclosure comprising:

a first power stage configured for AC-to-DC conversion and coupled to the first portion, the first power stage comprising a first processor;

a second power stage configured for DC-to-DC conversion and coupled to the second portion, the second power stage comprising a second processor, wherein the second power stage is galvanically isolated and wherein the second power stage provides a nominal voltage to an isolation stage;

and a third processor configured to:

communicate with the first processor to control the first power stage;

and communicate with the second processor to control the second power stage and manage communications with the electric vehicle.

US No 12,046,905 A method for providing a grid regulation service, comprising:

determining a preferred operating point for power delivery from a grid regulation service system, the preferred operating point for use with a V2G system comprising a first plurality of grid regulation resources, each of the first plurality of grid regulation resources comprising a bidirectional resource, and wherein the preferred operating point defines a preferred power delivery rate for each of the first plurality of grid regulation resources during a grid regulation service period, the bidirectional resource configured to enable bidirectional power flow;

determining a predicted regulation up capacity and a predicted regulation down capacity of the V2G system for the grid regulation service period;

commencing the grid regulation service period based on an indication;

performing the grid regulation service during the grid regulation service period by varying a power delivery rate for at least one of the first plurality of grid regulation resources;

while continuing performing the grid regulation service using the V2G system, enabling, via a supplementary grid regulation step, at least one of a second plurality of grid regulation resources as a supplement to the V2G system to participate in the grid regulation service during the grid regulation service period, each of the second plurality of grid regulation resources comprising a V1G grid resource configured for unidirectional power flow from a grid to an energy storage device, wherein the supplementary grid regulation step is based on:

a grid characteristic exceeding a first threshold;

and a difference between a first instant power delivery and one of the predicted regulation up capacity or the predicted regulation down capacity falling below a second threshold;

and disabling the at least one of the second plurality of grid regulation resources from participating in the grid regulation service based on:

the grid characteristic falling below the first threshold;

and the difference between a second instant power delivery and one of the predicted regulation up capacity or the predicted regulation down capacity exceeding the second threshold.

12,374,894 A method for providing a grid regulation service by a grid regulation system, the grid regulation system comprising a first grid regulation subsystem and a second grid regulation subsystem, the first grid regulation subsystem comprising a plurality of first power resources, the second grid regulation subsystem comprising a plurality of second power resources, each of the plurality of second power resources being a different type of resource relative to each of the plurality of first power resources, each of the plurality of first power resources comprising a first bidirectional resource, each of the plurality of second power resources comprising one of a unidirectional resource or a second bidirectional resource, the second bidirectional resource being a different resource relative to the first bidirectional resource, the method comprising:

determining a predicted regulation up capacity and a predicted regulation down capacity of the first grid regulation subsystem for a grid regulation service period;

performing, by the first grid regulation subsystem of the grid regulation system, the grid regulation service during the grid regulation service period by varying a power delivery rate of the first grid regulation subsystem;

comparing one or more parameters from at least one of grid data, a first set of status data from the plurality of first power resources, and a second set of status data from the plurality of second power resources to one or more thresholds during the grid regulation service;

responsive to at least one of the one or more parameters falling below or exceeding at least one of the one or more thresholds, supplementing the grid regulation service by controlling the power delivery rate via at least one of the plurality of second power resources from the second grid regulation subsystem;

and responsive to each of the one or more parameters returning to within a desired operating range, disabling control of the second grid regulation subsystem, wherein the predicted regulation up capacity and the predicted regulation down capacity of the first grid regulation subsystem is based on:

a number of the plurality of first power resources predicted to be available during the grid regulation service period;

a power capacity of each of the plurality of first power resources;

and a power rating of each of a plurality of electric vehicle supply equipments, each of the plurality of electric vehicle supply equipments connected to, and associated with, a power resource from the plurality of first power resources of the first grid regulation subsystem.

12,282,973 A method for performing grid services, the method comprising:

configuring, by one or more controllers, a first energy storage device from a fixed energy storage system into a first set of virtualized energy storage devices of a demand-based configuration, each of the first set of virtualized energy storage devices configured to be controlled individually;

configuring, by the one or more controllers, a second energy storage device from the fixed energy storage system into a second set of virtualized energy storage devices of a supply-based configuration, each of the second set of virtualized energy storage devices configured to be controlled individually;

controlling, by the one or more controllers and through each of the first set of virtualized energy storage devices of the demand-based configuration, demand-based grid services to a first of one or more grids;

and controlling, by the one or more controllers and through each of the second set of virtualized energy storage devices of the supply-based configuration, supply-based grid services to one of the first of the one or more grids or a second of the one or more grids;

wherein the controlling the demand-based grid services and the controlling the supply-based grid services are performed concurrently.

12,142,921 A local microgrid system electrically coupled to a power grid, the local microgrid system comprising:

a plurality of local power generating assets at a local site, the plurality of local power generating assets including:

at least one electrical vehicle station equipment (EVSE) configured to communicate with an electrical vehicle (EV);

at least one local generation resource (LGR) comprising a solar, wind, geothermal, and/or hydro power generating system;

and at least one fixed energy storage (FES) system comprising batteries, battery packs, capacitors, and/or energy storage cells, wherein the at least one FES system is configured to provide the local site with a local power source for delivering and receiving bidirectional power to and from the grid over power lines via an inverter and a distribution system;

a plurality of sensing meters including:

a grid sensing meter in communication with the power grid, the grid sensing meter associated with the local site;

an EVSE sensing meter in communication with the at least one EVSE;

an LGR sensing meter in communication with the at least one LGR;

and an energy storage sensing meter in communication with the at least one FES system;

and a local energy management system (LEMS) configured to:

receive data inputs from the plurality of sensing meters, transfer power between the plurality of local power generating assets and the power grid by controlling the plurality of local power generating assets based on the data inputs from the plurality of sensing meters, and based on the data inputs received from the plurality of sensing meters, automatically adjust one or more operational parameter settings of a target member of the plurality of local power generating assets according to a combination of one or more operating parameter set points received by the target member.

11,958,376 A method to protect battery health during bidirectional charging events, the method comprising:

receiving at a processor cycle life data, said cycle life data comprising one or more historical energy cycle events of one or more electric vehicle batteries;

determining anticipated energy needs of a building;

determining an amount of discharge of the one or more electric vehicle batteries required to offset the anticipated energy needs of the building by a predetermined amount;

determining based on the cycle life data whether discharging the one or more electric vehicle batteries by the predetermined amount will be harmful to the health of the one or more electric vehicle batteries;

Each of the six issued European Patents, stem from the US patents acquired from the University of Delaware outlined above.

The following lists independent claim 1 from each of the six issued European Patents:

EP2537224 A method for aggregating electric power flow between the electric grid and electric vehicle equipment (EVE) of electric vehicles connected to electric vehicle station equipment (EVSE), the method comprising:

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BE, DE, FR, GB, IT and SE.

EP4106138 A method for transferring power between an electric power grid and an electric vehicle, the method comprising:

maintaining, by electric vehicle station equipment (EVSE) separate from the electric vehicle and electrically coupled to the electric power grid, EVSE attributes, the EVSE attributes including a forward flow limit indicating the maximum allowable flow of power into the electric vehicle from the EVSE and a reverse flow limit indicating the maximum allowable flow of power into the EVSE from the electric vehicle, the method being characterised by:

receiving, by the EVSE, a dynamic forward flow limit and a dynamic reverse flow limit;

updating, on the basis of the received dynamic forward flow limit and dynamic reverse flow limit, the EVSE attributes;

establishing, by the EVSE, communication with an electric vehicle equipment (EVE) inside the electric vehicle;

and transmitting, by the EVSE, the EVSE attributes to the EVE for use in controlling power flow between the electric vehicle and the electric power grid.

This European patent was validated in the following territories:

CH, DE, DK, ES, FI, FR, GB, IE, IT, NO, PL, PT, SE

The term of individual patents depends upon the legal term of the patents in the countries in which they are obtained.

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We intend to continue to regularly assess opportunities for seeking patent protection for those aspects of our technology, designs and methodologies that we believe provide a meaningful competitive advantage.

However, because patent filings can be time-consuming and expensive, our ability to do so may be limited until such time as we are able to generate cash flow from

operations or otherwise raise sufficient capital to continue to invest in our intellectual property.

However, because patent filings can be time-consuming and expensive, our ability to do so may be limited until such time as we are able to generate cash flow from operations or otherwise raise sufficient capital to continue to invest in our intellectual property.

For example, maintaining patents in the United States and other countries requires the payment of maintenance fees which, if we are unable to pay, may result in loss of our patent rights.

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The information on our websites is not, and will not be deemed, a part of this Annual Report on Form 10-K, or incorporated into any other filings we make with the SEC.

We anticipate continuing to expand revenues by selling EV charging equipment to current as well as new customers, which include school bus operators, school districts, universities, stadiums, infrastructure investors via special purpose vehicles, municipal locations, and other fleet operators.

We anticipate continuing to expand revenues by selling EV charging equipment and deploying stationary batteries to current as well as new customers, which include school bus operators, school districts, universities, stadiums, infrastructure investors via special purpose vehicles, municipal locations, and other fleet operators.

In addition to transportation hubs and workplace locations, we anticipate expanding sales channels to wholesale distributors, utilities, and automotive OEMs.

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For the years ended December 31, 2025 and 2024, we had customers whose revenue individually represented 10% or more of our total revenue.

For the years ended December 31, 2024 and 2023, three customers accounted for 33.2% and 30.3% of our total revenue, respectively.

For the years ended December 31, 2025 and 2024, two customers accounted for 20.3% and 33.2% of our total revenue, respectively.

During the years ended December 31, 2025 and 2024, our top five customers accounted for approximately 39.5% and 42.3%, respectively, of our total revenue.

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Manufacturing and Suppliers

We do not manufacture electric vehicle charging stations.

We integrate our technology into V2G-capable charging stations made by dedicated manufacturing partners located throughout the world.

Our principal suppliers of bidirectional DC chargers include Tellus Power Green and Rhombus Energy Solutions, and we continue to evaluate and onboard additional suppliers, a process that remains extensive.

We do not manufacture electric vehicle charging stations or batteries.

We integrate our technology into V2G-capable charging stations and stationary batteries made by dedicated manufacturing partners located throughout the world.

Our principal suppliers of bidirectional DC chargers include Tellus Power Green, and we continue to evaluate and onboard additional suppliers, a process that remains extensive.

We provide a globally-available, commercial V2G technology platform that enables EV batteries to store and resell unused energy back to the local electric grid.

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We primarily compete with less advanced charge point operator EV charge management platforms providing fleet charging services without bi-directional capabilities, such as ChargePoint, Mobility House, Blink and Ovo Energy.

There are also additional entrants into the connected EV charging station equipment market, such as General Electric, SemaCharge, EVConnect, BP Pulse, and Fermata.

There are also additional entrants into the connected EV charging station equipment market, such as General Electric, SemaCharge, EVConnect, and BP Pulse.

We expect this market to become increasingly competitive as new entrants enter the growing market.

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Human Capital Resources

As of December 31, 2024, we had 36 regular full-time employees, 12 of whom were engaged in research and development activities, and two contract workers engaged in research and development activities.

As of December 31, 2025, we had 45 regular full-time employees, 18 of whom were engaged in research and development activities, and five contract workers engaged in research and development activities.

None of our employees are represented by a labor union, and we believe we maintain good relations with our employees.

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We have implemented several programs to ensure the safety of all of our employees including an Illness and Injury Prevention, Industrial Ergonomics, Fleet Management and Driver Safety, Electrical Safety, Heat Illness Prevention, Emergency Action and Crisis Incident Management.

Environmental, Social and Governance

Sustainability

All employees are responsible for upholding our core values, including to communicate, collaborate, innovate and be respectful, as well as for adhering to our Code of Ethics, including our policies on bribery, corruption, conflicts of interest and our whistleblower program.

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If a complaint is financial in nature, the Audit Committee Chair is notified concurrently, which triggers an investigation, action and report.

Applying Nasdaq’s listing standards for independence, three of our five directors are independent.

Applying Nasdaq’s listing standards for independence, four of our six directors are independent.

We are committed to protecting the environment and attempt to mitigate any negative impact of our operations.

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Available Information

Our website address is http://www.nuvve.com.

Our website address is www.nuvve.com.

Information on our website is not a part of this report and is not incorporated by reference herein.

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Our corporate governance documents, including our code of ethics, are also available on our website.

To access these filings, go to the “Investor” section of our website and then click on “SEC Filings.” In addition, these reports and the other documents we file with the SEC are available at a website maintained by the SEC at http://www.sec.gov.

Information contained in our web site does not constitute a part of this report or our other filings with the SEC.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 1. Business