What changed in this filing

/stocks — the workspaceLOADING

Item 9A. Controls and Procedures

2026-03-31 compared with 2025-03-31 · 1050 added, 627 removed, 1674 unchanged (50% of the section changed)

17 unchanged sentences

Changes in Internal Control over Financial Reporting

There are no significant changes in our internal control over financial reporting during the year ended December 31, 2024, that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

There are no significant changes in our internal control over financial reporting during the quarter ended December 31, 2025, that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

Inherent Limitation on the Effectiveness Over Financial Reporting

13 unchanged sentences

Gregory Poilasne 53 Chief Executive Officer and Director

Ted Smith 57 President, Chief Operating Officer and Director

Ted Smith 58 Chief Executive Officer, Nuvve New Mexico and Director

Robson 58 Chief Financial Officer

Angela Strand 55 Director

David Sherman 77 Director

Montgomery 75 Chairperson and Director

Laura Huang 46 Director

Brian Johnson 66 Director

Executive Officers

The following individuals serve as executive officers of the Company

Gregory Poilasn e has served as our Chief Executive Officer and member of the Board since November 2020.

11 unchanged sentences

Poilasne is well-qualified to serve as a director due to his extensive experience with Nuvve, his business leadership, his strategic perspective and his contacts in and knowledge of the energy industry and EV industry.

Ted Smith has served as our President and Chief Operating Officer and a member of the Board since November 2020.

Ted Smith has served as the Chief Executive Officer of Nuvve New Mexico and a member of the Board since November 2020.

Smith was a founding investor in Nuvve Corporation, a wholly owned subsidiary of Nuvve, and has served as a member of its board of directors since 2010 and as its Chief Operating Officer since April 2018.

16 unchanged sentences

Robson served as the Chief Financial Officer of PIRCH, a curator and retailer of kitchen, bath and outdoor home brands, from September 2014 to September 2016.

He oversaw all aspects of accounting, financial planning and analysis, treasury, merchandise planning and legal, with responsibility for developing strategies, processes and operating priorities to upscale a high growth retailer while building strong finance and merchandising teams.

high growth retailer while building strong finance and merchandising teams.

From January 2012 to September 2014, Mr.

1 unchanged sentence

AutoParts, an online provider of auto parts and accessories.

Prior to that, he served as the Executive Vice President and Chief Financial Officer of Mervyns LLC, a former discount department store chain,

from 2007 to 2011.

Prior to that, he served as the Executive Vice President and Chief Financial Officer of Mervyns LLC, a former discount department store chain, from 2007 to 2011.

From 2001 to 2007, he served as the Senior Vice President of Finance and Principal Accounting Officer for Guitar Center, Inc.

1 unchanged sentence

Robson graduated with a Bachelor of Science degree in Accounting from the University of Southern California and is a certified public accountant (inactive) in the State of California.

Montgomery has served as a member of the Board since November 2020, and has served as the Interim Chairperson of the Board since January 2024.

He is chair of the nominating and governance committee and is a member of the audit and compensation committees.

Non-Employee Directors

Montgomery has served as a member of the Board since November 2020, and has served as the Chairperson of the Board since January 2025.

He is chair of the Nominating and Corporate Governance Committee and is a member of the Audit and Compensation Committees.

Montgomery sits on the Board of Nature’s Miracle Holding Corp.

15 unchanged sentences

Montgomery is well-qualified to serve as a member of the Board due to his investment banking, structuring and strategic expertise, his contacts in emerging and other international markets and his extensive experience in marketing and market research.

David Sherman MBA, DBA, CPA has served as member of the Board since November 2020.

Professor Sherman has been a professor at Northeastern University since 1985, specializing in, among other areas, financial and management accounting, global financial statement analysis and contemporary accounting issues.

David Sherman MBA, DBA, has served as member of the Board since November 2020.

Professor Sherman is professor emeritus and was professor at Northeastern University since 1985, specializing in, among other areas, financial and management accounting, global financial statement analysis and contemporary accounting issues.

Professor Sherman has serves as Trustee and Chair of the Audit Committee for the American Academy of Dramatic Arts, the oldest English language acting school in the world, since January 2014.

3 unchanged sentences

HGSH) from January 2010 to August 2012, Agfeed Corporation from January 2012 to November 2014, and China Growth Alliance, Ltd., a business acquisition company formed to acquire an operating business in China, from 2007 through 2008.

He currently serves on the board of board of Xiao-I Corp (AIXI), Prestige Wealth Inc.

(PWM), Linkage Global Inc.

(LGCB) and Nature’s Miracle Holding Inc (NMHI0.

Professor Sherman was previously on the faculty of the Sloan School of Management at Massachusetts Institute of Technology (“MIT”) and also, among other academic appointments, held an adjunct professorship at Tufts Medical School and was a visiting professor at Harvard Business School (2015).

He currently serves on the board of Xiao-I Corp (AIXI), Aurelion (AURE Nature’s Miracle Holding Inc (NMHI) and Lakeshore Acquisition III (LCCCU).

Professor Sherman was previously on the faculty of the Sloan School of Management at Massachusetts Institute of Technology (“MIT”) and, among other academic appointments, held an adjunct professorship at Tufts Medical School and was a visiting professor at Harvard Business School (2015).

From 2004 to 2005, Professor Sherman was an Academic Fellow at the U.S.

6 unchanged sentences

Sherman is well qualified to serve as a member of the Board due to his extensive expertise in global financial statement analysis and contemporary accounting issues and his public company experience.

Angela Strand has served as a member of Board since November 2020.

Strand is the founder and Managing Director of Strand Strategy, a consulting firm specializing in disruptive technology commercialization.

She is presently a director and member of the compensation committee, and previously served as interim Chief Executive Officer, chairwoman, chair of the compensation committee and member of the nominating and governance committee for Lordstown Motors.

From 2016 to 2020, Ms.

Strand served as Vice Chairman of Integrity Applications (Nasdaq:GCTK), including chairman of the nominating and corporate governance and compensation committees, and as a member of the audit committee.

From April 2017 to December 2018, Ms.

Strand served as Vice President of Workhorse Group Inc;

from July 2015 to December 2016, she was a co-founder and senior executive of Chanje, a joint venture between Smith Electric Vehicles and FDG Electric Vehicles Ltd.

and from 2011 to 2015, she served as the Chief Marketing Officer and Head of Business Development and Government Affairs for Smith Electric Vehicles.

In 2018, she founded In-Charge, an electric vehicle infrastructure solutions provider.

Strand has also served in various management and executive roles at medical device, biotech and digital health firms.

Strand is a named inventor with seven issued patents.

Strand holds a Bachelor of Science degree in Communications and an M.B.A in Marketing from the University of Tennessee.

Laura Huang is a Distinguished Professor of Management and Organizational Development at Northeastern University, where she also serves as Associate Dean of Executive Education.

Previously, she held faculty positions at Harvard Business School and the Wharton School of the University of Pennsylvania.

Professor Huang brings over two decades of combined experience in academia and industry, with deep expertise in organizational transformation, strategic growth, and risk management.

Her research on decision-making, human judgment, and innovation has been recognized by the National Academy of Sciences and Thinkers50, and she advises companies on topics including M&A strategy, AI adoption, and global expansion.

Prior to her academic career, Professor Huang held roles at Standard Chartered Bank, IBM Global Services, and Johnson & Johnson, leading initiatives in technology strategy, financial services, and product development.

She has served on advisory boards and supervisory boards including Uber’s Diversity Advisory Council, Wharton Alumni Angels, and Women 2.0, with committee experience spanning audit, compensation, and strategic oversight.

Professor Huang holds a Ph.D.

from the University of

California, Irvine, an MBA from INSEAD, and dual BSE degrees in Electrical Engineering and Biomedical Engineering from Duke University.

We believe Ms.

Strand is well-qualified to serve as a member of the Board due to her business leadership, her contacts in and knowledge of the EV industry and her public company experience.

Huang is well qualified to serve as a member of the Board due to her extensive experience management and corporate organization.

Brian Johnson is a retired Managing Director and senior equity analyst who led U.S.

Autos and Auto Parts coverage at Barclays from 2008 to 2022, where his influential research on electric vehicles, autonomous technology, and mobility megatrends earned him repeated Institutional Investor recognition.

Prior to that, he held senior equity research roles at Lehman Brothers (2006–2008) and Sanford C.

Bernstein (2003–2006), covering the global automotive sector.

Prior to Wall Street, Mr.

Johnson was a Partner at McKinsey & Company (1984-1996), advising leading banks, insurers, and asset managers on strategy, M&A, and digital innovation.

He continued this work as a Partner at Accenture (1996–2003), where he led financial services strategy and digital marketing initiatives.

Johnson earned a B.S., with honors, in Industrial Engineering from Stanford and a J.D., magna cum laude, from Harvard Law School.

He has served on civic and cultural boards in the Chicago area.

Johnson is a retired member of the Illinois bar.

We believe Mr.

Johnson is well qualified to serve as a member of the Board due to his extensive experience in finance.

Family Relationships

4 unchanged sentences

Sherman (chairperson), Mr.

Montgomery and Ms.

Montgomery and Mr.

The board has determined that each member of the audit committee is an independent director as defined by the rules of Nasdaq applicable to members of an audit committee, including that each member meets the criteria for independence set forth in Rule 10A-3(b)(1) under the Exchange Act.

11 unchanged sentences

The compensation committee consists of Ms.

Strand (chairperson), Mr.

Huang (chairperson), Mr.

Montgomery and Mr.

13 unchanged sentences

The Code of Ethics is available on our website at http://www.nuvve.com under the Governance section of our Investor Relations page.

We will promptly disclose on our website (i) the nature of any amendment to the policy that applies to our principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions and (ii) the nature of any waiver, including an implicit waiver, from a provision of the policy that is granted to one of these specified individuals that is required to be disclosed pursuant to SEC rules and regulations, the name of such person who is granted the waiver and the date of the waiver.

of the policy that is granted to one of these specified individuals that is required to be disclosed pursuant to SEC rules and regulations, the name of such person who is granted the waiver and the date of the waiver.

Insider Trading Policy

10 unchanged sentences

Ted Smith 2025 $ 302,042 $ — $ 20,310 $ — $ 12,381 (6) $ 334,733

President and Chief Operating Officer 2023 $ 465,556 $ 420,888 $ 7,463 $ 77,406 $ 14,368 (6) $ 985,681

Chief Executive Officer of Nuvve New Mexico 2024 $ 345,844 $ — $ — $ 80,325 $ 12,525 (6) $ 438,694

Robson 2025 $ 378,750 $ 182,739 $ 101,549 $ — $ 13,500 (7) $ 676,538

Chief Financial Officer 2024 $ 325,500 $ — $ — $ 75,600 $ — $ 401,100

(1) For each of Mr.

Poilasne, Mr.

Smith and Mr.

Robson, part of their 2023 Salary was paid in the form of monthly vested restricted stock units granted on August 12, 2022 in the amounts of 304 shares, 72 shares and 280 shares, respectively, post reverse stock split.

(1) Some stock awards were in lieu of cash compensation or bonuses.

2 unchanged sentences

The assumptions made in computing the estimated fair value of such awards are discussed in Note 12 of the consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2025.

(3) Restricted stock units were awarded in lieu of cash payment for bonus.

(4) Represents (i) for Mr.

Poilasne a 2024 Annual Bonus in the amount of $257,985 paid in 2025 and 2023 Annual Bonus in the amount of $113,400 paid in 2024;

Smith a 2022 Annual Bonus in the amount of $80,325 pai d in 2023 and 2022 Annual Bonus in the amount of $77,406 paid in 2023;

Smith a 2024 Annual Bonus in the amount of zero p aid in 2025 and 2023 Annual Bonus in the amount of $80,325 paid in 2024;

and (iii) for Mr.

Robson, a 2023 Annual Bonus in the amount of $75,600 paid i n 2024 and 2022 Annual Bonus in the amount of $62,370 paid in 2023.

For each of Mr.

Poilasne, Mr.

Smith and Mr.

Robson, part of their 2022 Annual Bonus was paid in the form of immediately vested restricted stock units granted on July 7, 2023 in the amounts of 1,349 shares, 1,125 shares and 906 shares, respectively.

Robson, a 2024 Annual Bonus in the amou nt of $182,739 paid in 2025 and a 2023 Annual Bonus in the amou nt of $75,600 paid in 2024.

(5) Represents $15,000 and $16,500 of auto reimbursement in 2025 and 2024, respectively.

(6) Represents $12,381 and $12,525 of auto reimbursement in 2025 and 2024, respectively.

(7) Represents $13,500 of auto reimbursement in 2025.

Narrative Disclosure to Summary Compensation Table

8 unchanged sentences

In 2021, the Company adopted the 2020 Plan, which provides for the grant of restricted stock awards, incentive and non-statutory stock options, and other share-based awards to employees, consultants, and directors.

In June 2023, the 2020 Plan was amended, as approved by shareholders, to increase the common shares reserved for issuance under the plan to 18,250, with an automatic evergreen provision increase of five percent (5%) of the number of shares of our common stock issued and outstanding on the immediately preceding December 31 on each January 1 beginning on January 1, 2024 and through and including January 1, 2030.

In August 2025, the 2020 Plan was amended, as approved by stockholders, to increase the common shares reserved for issuance under the plan by 373,615 shares, with an automatic evergreen provision increase of five percent (5%) of the number of shares of our common stock issued and outstanding on the immediately preceding December 31 on each January 1 beginning on January 1, 2024 and through and including January 1, 2030.

Employment Agreements

Gregory Poilasne

Poilasne is terminated without “cause,” he will continue to receive his then current base salary for the ensuing 18 months at the rate then in effect in accordance with the Company’s standard payroll procedures and will continue to receive health insurance benefits during such period.

Poilasne is terminated without “cause” or resigns for “good reason” within 12 months after the Company is subject to change in control, he will receive a severance payment equal to four times his then current base salary in one lump sum.

On August 10, 2022, Mr.

Poilasne entered into an employment agreement amendment with the Company.

Under the amendment, Mr.

Poilasne agreed to adjust his annual compensation, from September 1, 2022 until August 31, 2023 (the “ New Salary Period ”), to a base salary of $65,000 and a number of restricted stock units equal to $182,430 in shares of common stock based on a value per share equal to the closing price of the common stock on August 12, 2022 (rounded up to the nearest whole share - post reverse stock split) that will vest monthly at the end of each month over the course of the New Salary Period in accordance with the table below.

Grant Date November 30, 2022 Grant Date December 31, 2022 Grant Date January 31, 2023 Grant Date February 28, 2023 Grant Date March 31, 2023 Grant Date April 30, 2023 Grant Date May 31, 2023 Grant Date June 30, 2023 Grant Date July 31, 2023 Grant Date August 31, 2023

92 38 38 38 38 38 38 38 38 38

The Compensation Committee also approved a 5% increases in base salary for Mr.

Poilasne, effective as of May 1, 2022, from $500,000 to $525,000.

On January 25, 2024, the Company entered into amended and restated employment agreements with Mr.

Poilasne (the "Prior Poilanse").

The Prior Poilasne Agreements was approved by the Compensation Committee and superseded any prior employment agreements or amendments with the Company.

The term of the Prior Poilasne Agreement commenced on January 25, 2024 and ended on March 18, 2025.

Pursuant to the Prior Poilasne Agreement, Mr.

Poilasne (i) received an initial annual base salary of $525,000 per year until March 19, 2024, upon which his base salary was reduced to a rate of $420,000, which may be increased by the Compensation Committee from time to time, (ii) was eligible to receive an annual bonus based on key performance indicators established by the Compensation Committee with a target equal to 100% of his base salary, (iii) was eligible to receive a one-time bonus based on achievement of certain Company performance goals during fiscal year 2024, as established by the Compensation Committee, and (iv) was eligible to receive a bonus of up to $100,000 per year at the discretion of the Compensation Committee.

The Company was also be obligated to reimburse Mr.

On January 25, 2024, the Company entered into an amended and restated employment agreement with Mr.

Poilasne (the "Poilasne Agreement").

The Agreement was approved by the Compensation Committee and supersede any prior employment agreements or amendments with the Company.

The term of the Poilasne Agreement commences on January 25, 2024 and ends on March 18, 2025.

Pursuant to the Poilasne Agreement, Mr.

Poilasne (i) will receive an initial annual base salary of $525,000 per year until March 19, 2024, upon which his base salary will be reduced to a rate of $420,000, which may be increased by the Compensation Committee from time to time, (ii) is eligible to receive an annual bonus based on key performance indicators established by the Compensation Committee with a target equal to 100% of his base salary, (iii) is eligible to receive a one-time bonus based on achievement of certain Company performance goals during fiscal year 2024, as established by the Compensation Committee, and (iv) is eligible to receive a bonus of up to $100,000 per year at the discretion of the Compensation Committee.

The Company will also be obligated to reimburse Mr.

Poilasne for the costs of his automobile lease (up to a maximum of $20,000 for the down payment and $1,500 per month) and his mobile phone.

Poilasne is also eligible to receive equity award grants as may be awarded in the discretion of the Compensation Committee.

The Prior Poilasne Agreement further provided that upon the termination of Mr.

The Poilasne Agreement further provides that upon the termination of Mr.

Poilasne by the Company without “cause” or by Mr.

12 unchanged sentences

Poilasne by the Company without “cause” or by Mr.

Poilasne for “good reason” (each as defined the Restated Poilasne Agreement), he will be entitled to continue to

receive his then current base salary for the ensuing 12 months at the rate then in effect in accordance with the Company’s standard payroll procedures and will continue to receive health insurance benefits during such period .

Poilasne for “good reason” (each as defined the Restated Poilasne Agreement), he will be entitled to continue to receive his then current base salary for the ensuing 12 months at the rate then in effect in accordance with the Company’s standard payroll procedures and will continue to receive health insurance benefits during such period.

In the event Mr.

2 unchanged sentences

Poilasne will be entitled to a lump sum payment equal to 36 months of his base salary.

On August 10, 2022, Mr.

Smith entered into an employment agreement amendment with the Company.

Under the amendment, Mr.

Smith agreed to adjust his annual compensation, during the New Salary Period, to a base salary of $401,625 and a number of restricted stock units equal to $44,625 in shares of common stock based on a value per share equal to the closing price of the common stock on August 12, 2022 (rounded up to the nearest whole share - post reverse stock split) that will vest monthly at the end of each month over the course of the New Salary Period in accordance with the table below.

22 9 9 9 9 9 9 9 9 9

The Compensation Committee also approved a 5% increases in base salary for Mr.

Smith, effective as of May 1, 2022, from $425,000 to $446,250.

On January 25, 2024, the Company entered into an amended and restated employment agreement with Mr.

Smith (the “Prior Smith Agreement”).

The Prior Smith Agreement was approved by the Compensation Committee and superseded any prior employment agreements or amendments with the Company.

The term of the Prior Smith Agreement commenced on January 25, 2024 and ended on March 18, 2025.

Pursuant to the Prior Smith Agreement, Mr.

Smith (i) received an initial annual base salary of $446,250 per year until March 19, 2024, upon which his base salary was be reduced to a rate of $357,000, which may be increased by the Compensation Committee from time to time, (ii) was eligible to receive an annual bonus based on key performance indicators established by the Compensation Committee with a target equal to 100% of his base salary, (iii) was eligible to receive a one-time bonus based on achievement of certain Company performance goals during fiscal year 2024, as established by the Compensation Committee, and (iv) was eligible to receive a bonus of up to $75,000 per year at the discretion of the Compensation Committee.

Smith (the “2024 Smith Agreement”).

The 2024 Smith Agreement was approved by the Compensation Committee and supersede any prior employment agreements or amendments with the Company.

The term of the 2024 Smith Agreement commenced on January 25, 2024.

Pursuant to the 2024 Smith Agreement, Mr.

Smith (i) received an initial annual base salary of $446,250 per year until March 19, 2024, upon which his base salary was reduced to a rate of $357,000, which may be increased by the Compensation Committee from time to time, (ii) was eligible to receive an annual bonus based on key performance indicators established by the Compensation Committee with a target equal to 100% of his base salary, (iii) was eligible to receive a one-time bonus based on achievement of certain Company performance goals

during fiscal year 2024, as established by the Compensation Committee, and (iv) was eligible to receive a bonus of up to $75,000 per year at the discretion of the Compensation Committee.

The Company was also be obligated to reimburse Mr.

1 unchanged sentence

Smith was also eligible to receive equity award grants as may be awarded in the discretion of the Compensation Committee.

The Prior Smith Agreement further provides that upon the termination of Mr.

The 2024 Smith Agreement further provided that upon the termination of Mr.

Smith by the Company without “cause” or by Mr.

Smith for “good reason” (each as defined the Prior Smith Agreement), he will be entitled to continue to receive his then current base salary for the ensuing 12 months at the rate then in effect in accordance with the Company’s standard payroll procedures and will continue to receive health insurance benefits during such period.

On August 10, 2022, Mr.

Robson entered into an employment agreement amendment with the Company.

Under the amendment, Mr.

Robson agreed to adjust his annual compensation, during the New Salary Period, to a base salary of $166,472 and a number of restricted stock units equal to $166,472 in shares of common stock based on a value per share equal to the closing price of the common stock on August 12, 2022 (rounded up to the nearest whole share - post reverse stock split) that will vest monthly at the end of each month over the course of the New Salary Period.

83 35 35 35 35 35 35 35 35 35

The Compensation Committee also approved a 5% increases in base salary for Mr.

Robson, effective as of May 1, 2022, from $400,000 to $420,000.

On January 25, 2024, the Company entered into an amended and restated employment agreement with Mr.

Robson (the “Prior Robson Agreement”).

The Prior Robson Agreement was approved by the Compensation Committee and superseded any prior employment agreements or amendments with the Company.

The term of the Prior Robson Agreement commenced on the Effective Date and ended on March 18, 2025.

Pursuant to the Prior Robson Agreement, Mr.

Robson (i) received an initial annual base salary of $420,000 per year until March 19, 2024, upon which his base salary was be reduced to a rate of $336,000, which may be increased by the Compensation Committee from time to time, and (ii) was eligible to receive an annual bonus based on key performance indicators established by the Compensation Committee with a target equal to 100% of his base salary.

The Company was also be obligated to reimburse Mr.

Smith for “good reason” (each as defined the 2024 Smith Agreement), he shall be entitled to continue to receive his then current base salary for the ensuing 12 months at the rate then in effect in accordance with the Company’s standard payroll procedures and will continue to receive health insurance benefits during such period.

On June 27, 2025, Mr.

Smith and Nuvve New Mexico, LLC, a New Mexico limited liability company and subsidiary of the Company (“Nuvve New Mexico”), entered into an employment agreement, deemed effective as of March 18, 2025 (the “NNM Smith Agreement”), pursuant to which Mr.

Smith serves as Nuvve New Mexico’s chief executive officer.

The term of the NNM Smith Agreement commences on the effective date of March 18, 2025, and remains in effect through March 18, 2028, and then under automatic successive one-year extensions unless written notice of non-renewal is given in accordance with the NNM Smith Agreement.

The NNM Smith Agreement was approved by the Compensation Committee and supersedes any prior employment agreements or amendments with the Company or any of its subsidiaries.

Pursuant to the NNM Smith Agreement, Mr.

Smith will receive an initial annual base salary of $250,000, which shall be increased, on a pro rata basis, upon the achievement of certain revenue milestones as follows:

(A) to $300,000 per annum upon Nuvve New Mexico’s achievement of $1,000,000 in recognized revenues;

(B) to $350,000 per annum upon Nuvve New Mexico’s achievement of $2,000,000 in recognized revenues;

(D) to $450,000 per annum upon Nuvve New Mexico’s achievement of $4,000,000 in recognized revenues;

and (E) to $500,000 per annum upon Nuvve New Mexico’s achievement of $5,000,000 in recognized revenues.

Under the NNM Smith Agreement, Mr.

Smith is also entitled to receive (i) an annual bonus based on the achievement of Nuvve New Mexico and individual performance criteria as determined by the compensation committee (the “NNM Compensation Committee”) of the board of directors of Nuvve New Mexico (the “NNM Board”) with a target annual bonus amount equal to 100% of his annual base salary then in effect, (ii) an annual discretionary bonus in an amount of up to $75,000, as determined by the Nuvve New Mexico Compensation Committee, in its sole discretion, (iii) cash bonuses upon Nuvve New Mexico’s achievement of certain capital raising milestones, as follows:

(A) a one-time cash bonus of $50,000 if Nuvve New Mexico raises an aggregate of $1,000,000 in equity and/or debt transactions;

(B) a one-time cash bonus of $50,000 if Nuvve New Mexico raises an aggregate of $2,000,000 in equity and/or debt transactions;

(C) a one-time cash bonus of $50,000 if Nuvve New Mexico raises an aggregate of $2,500,000 in equity and/or debt transactions;

and (D) a one-time cash bonus of $50,000 for each $500,000 raised in equity and/or debt transactions above the initial aggregate $2,500,000 raised in equity and/or debt transaction, in each case during the term of the NNM Smith Agreement, and each payable within 30 days of such achievement.

Nuvve New Mexico is also be obligated to reimburse Mr.

Smith for the costs of his automobile lease (up to a maximum of $20,000 for the down payment and $1,500 per month) and his mobile phone.

Further, pursuant to the NNM Smith Agreement, Mr.

Smith received the following equity grants from Nuvve New Mexico:

(i) a one-time grant of Class A Units of Nuvve New Mexico (the “Class A Units”) in an amount equal to 2.5% of the total issued and outstanding Class A Units;

and (ii) a one-time grant of Class B Units of Nuvve New Mexico (the “Class B Units”) in an amount equal to 2.5% of the total issued and outstanding Class B Units.

Under the NNM Smith Agreement, if Mr.

Smith is terminated by Nuvve New Mexico without “cause” (as defined in the NNM Smith Agreement), he will continue to receive his base salary for the ensuing 12 months at the rate then in effect in accordance with Nuvve New Mexico’s standard payroll procedures and will continue to receive health insurance benefits during such period.

In the event Mr.

Smith is terminated by the Nuvve New Mexico without “cause” or by Mr.

Smith after a “change in control” (as defined in the NNM Smith Agreement) within one year after such “change of control,” the aforementioned termination payments would be increased such that Mr.

Smtih will be entitled to a lump sum payment equal to 36 months of his base salary at the rate then in effect at the time of such termination.

On January 25, 2024, the Company entered into amended and restated employment agreements with Mr.

Robson (the "2024 Robson Employment Agreement").

The 2024 Robson Employment Agreement was approved by the Compensation Committee and supersedes any prior employment agreements or amendments with the Company.

The term of the 2024 Robson Employment Agreement commenced on January 25, 2024 and ended on March 18, 2025.

Pursuant to the 2024 Robson Employment Agreement, Mr.

Robson (i) received an initial annual base salary of $420,000 per year until March 19, 2024, upon which his base salary was reduced to a rate of $336,000, and (ii) was eligible to receive an annual bonus based on key performance indicators established by the Compensation Committee with a target equal to 100% of his base salary.

The Company also reimbursed Mr.

Robson for the costs of his mobile phone.

Robson was also eligible to receive equity award grants as may be awarded in the discretion of the Compensation Committee.

The Prior Robson Agreement further provides that upon the termination of Mr.

The 2024 Robson Employment Agreement further provided that upon the termination of Mr.

Robson by the Company without “cause” or by Mr.

Robson for “good reason” (each as defined the Prior Robson Agreement), he will be entitled to continue to receive his then current base salary for the ensuing 12 months at the rate then in effect in accordance with the Company’s standard payroll procedures and will continue to receive health insurance benefits during such period.

On Mar ch 31, 2025, the Company entered into an amended and restated employment agreement with Mr.

Robson, deemed effective as of March 18, 2025 (the “Restated Robson Agreement”).

The Restated Robson Agreement was approved by the Compensation Committee and supersedes any prior employment agreements or amendments with the Company.

The term of the Restated Robson Agreement commences on the effective date of March 18, 2025, and ends on March 18, 2026.

Pursuant to the Restated Robson Agreement, Mr.

Robson will receive an initial annual base salary of $336,000, which shall be increased to $450,000 upon the earlier of (A) the date on which the Company receives an aggregate of $15.0 million in capital proceeds from financing transactions or (B) the date on which the Company achieves $15.0 million in revenue over a 12-month consecutive period, provided, that effective as of the occurrence of a “change of control”, the base salary shall be $320,000.

Robson is also eligible to receive (i) an annual bonus based on key performance indicators established by the Compensation Committee with a target equal to 100% of his then in effect base salary, and (ii) a bonus of up to $100,000 per year at the discretion of the Compensation Committee.

The Company will also be obligated to reimburse Mr.

Robson for “good reason” (each as defined the Robson Agreement), he would be entitled to continue to receive his then current base salary for the ensuing 12 months at the rate then in effect in accordance with the Company’s standard payroll procedures and would continue to receive health insurance benefits during such period.

On March 31, 2025, the Company entered into an amended and restated employment agreement with Mr.

Robson, deemed effective as of March 18, 2025 (the “2025 Robson Employment Agreement”).

The 2025 Robson Employment Agreement was approved by the Compensation Committee and superseded any prior employment agreements or amendments with the Company.

The term of the 2025 Robson Employment Agreement commenced on the effective date of March 18, 2025, and ended on March 18, 2026.

Pursuant to the 2025 Robson Employment Agreement, Mr.

Robson received an initial annual base salary of $336,000, which was subsequently increased to $450,000.

Robson was also eligible to receive (i) an annual bonus based on key performance indicators established by the Compensation Committee with a target equal to 100% of his then in effect base salary, and (ii) a bonus of up to $100,000 per year at the discretion of the Compensation Committee.

The Company was also obligated to reimburse Mr.

Robson for the costs of his automobile lease (up to a maximum of $20,000 for the down payment and $1,500 per month) and his mobile phone.

Robson is also eligible to receive equity award grants as may be awarded in the discretion of the Compensation Committee.

The Restated Robson Agreement further provides that upon the termination of Mr.

Robson was also eligible to receive equity award grants as may be awarded in the discretion of the Compensation Committee.

The 2025 Robson Employment Agreement further provided that upon the termination of Mr.

Robson by the Company without “cause” or by Mr.

Robson for “good reason” (each as defined the Restated Robson Agreement), he will be entitled to continue to receive his then current base salary for the ensuing 12 months at the rate then in effect in accordance with the Company’s standard payroll procedures and will continue to receive health insurance benefits during such period.

Robson for “good reason” (each as defined the Restated Robson Agreement), he would be entitled to continue to receive his then current base salary for the ensuing 12 months at the rate then in effect in accordance with the Company’s standard payroll procedures and will continue to receive health insurance benefits during such period.

In the event Mr.

Robson is terminated by the Company without “cause” or by Mr.

Robson was terminated by the Company without “cause” or by Mr.

Robson after a “change in control” (as defined in the Restated Robson Agreement) within one year after such “change of control,” the aforementioned termination payments would be increased such that Mr.

Robson will be entitled to a lump sum payment equal to 36 months of his base salary.

On March 22, 2026, the Company entered into an amended and restated employment agreement with Mr.

Robson (the “2026 Robson Employment Agreement”).

The 2026 Robson Employment Agreement was approved by the Compensation Committee and superseded Mr.

Robson’s prior employment agreement with the Company.

The term of the 2026 Robson Employment Agreement commenced on March 22, 2026 and ends on March 22, 2027.

P ursuant to the Employment Agreement, Mr.

Robson will receive a base salary of $450,000 per year.

In addition, Mr.

Robson is eligible to receive certain revenue-based performance bonuses upon the Company achieving certain milestones, as determined to be satisfied by the Compensation Committee.

The Company will also provide Mr.

Robson for up to $20,000 for a down payment and up to $1,500 per month for automobile lease payments.

Robson is also eligible to receive equity award grants as may be awarded in the discretion of the Compensation Committee.

The 2026 Robson Employment Agreement further provides that upon the termination of Mr.

Robson by the Company without “cause” or by Mr.

Robson for “good reason” (each as defined the 2026 Robson Employment Agreement ), he will be entitled to continue to receive his then current base salary for the ensuing 12 months at the rate then in effect in accordance with the Company’s standard payroll procedures and will continue to receive health insurance benefits during such period .

401(k) Retirement Plan

5 unchanged sentences

Name Number of

(1) Number of

Unexercisable

($) Option Expriation Date Number of Shares or Units of Stock That Have Not Vested(4) Market Value of Shares of Units of Stock That Have Not Vested

($) Option Expiration Date Number of Shares or Units of Stock That Have Not Vested(4) Market Value of Shares of Units of Stock That Have Not Vested

Gregory Poilasne 14 — $ 20,338.69 6/30/2027 — —

1 unchanged sentence

Gregory Poilasne 14 — $ 2,560.00 07/07/2033 — $—

Gregory Poilasne 8 — $ 2,560.00 12/31/2033 — $—

Gregory Poilasne 50,001 — $ 7.80 11/19/2035 — $—

Ted Smith 0 — $ — 9/24/2025 — —

3 unchanged sentences

Ted Smith 13 — $ 2,560.00 12/31/2033 — $—

Ted Smith 3 — 2,560.00 07/07/2033 — $—

Ted Smith 5,000 — $ 7.80 11/19/2035 — $—

Robson 29 — $ 219,200.00 03/23/2031 — $—

Robson 13 — $ 2,560.00 12/31/2033 — $—

(1) Option vests monthly in equal installments over a five year period.

(2) Option vests as to 25% of the shares on the anniversary of the grant date and thereafter vests as to the remaining 75% of the shares monthly in equal installments over a three year period.

(3) The options vest as to 25% of the shares March 31, 2022 and thereafter vests in 12 equal quarterly installments during the following three years.

(4) The restricted stock will vest in three equal installments on the first, second and third anniversary of the grant date.

(5) Option vest 50% in December 2024.

The balance of 50% vest in December 2024 if certain performance targets are met.

Robson 2 — $ 2,560.00 07/07/2033 — $—

Robson 25,001 — $ 7.80 11/19/2035 — $—

(1) Options are fully vested.

Potential Payments upon Termination or Change in Control

25 unchanged sentences

Name Earned (1)

Rashida La Lande (3)

$ 6,500 $ — $ 6,500

Montgomery $ 142,500 $ 47,000 $ 189,500

2 unchanged sentences

$ 52,500 $ — $ 52,500

Laura Huang $ 13,125 $ 47,000 $ 60,125

Brian Johnson $ 12,500 $ 47,000 $ 59,500

James Altucher (4)

$ — $ 47,000 $ 47,000

____________________

(1) Represents annual director fees paid.

3 unchanged sentences

The assumptions made in computing the estimated fair value of such awards are disclosed in note 13 to the Company’s consolidated financial statements included in our annual report on Form 10-K for the fiscal year ended December 31, 2025 .

(3) Rashida La Lande resigned as a member of the Board effective January 19, 2024.

Angela Strand resigned as a member of the Board effective April 1, 2025.

James Altucher resigned as a member of the Board effective January 7, 2026.

The following table presents information as of December 31, 2025 regarding the outstanding stock options held by each director who is not a named executive officer and who served during the year ended December 31, 2025.

10 unchanged sentences

— — $ — — — $ —

Laura Huang — — $ — — — $ —

Brian Johnson — — $ — — — $ —

James Altucher (3)

— — $ — — — $ —

____________________

(1) The market value is calculated as the number of not vested restricted units multiplied by the closing price of our common stock on December 31, 2025.

The market value amounts may not necessarily correspond to the potential actual value realized of such awards.

As compensation for consulting services prior to becoming a director, on August 11, 2020, Ms.

Strand received an option to purchase 27 shares (10,620 shares pre-stock split)) of the Company’s common stock at an exercise price of $3,484.00 per share (which had a grant date fair value of $56,842, as calculated using the Black-Scholes option pricing model).

The option vests in 48 equal monthly installments commencing on September 11, 2020 and ending on August 11, 2024.

Angela Strand resigned as a member of the Board effective April 1, 2025.

James Altucher resigned as a member of the Board effective January 7, 2026.

Policies and Practices Related to the Grant of Certain Equity Awards Close in Time to the Release of Material Nonpublic Information

While we do not have a formal written policy in place with regard to the timing of awards of options in relation to the disclosure of material nonpublic information, our Board and the Compensation Committee do not seek to time equity grants to take advantage of information, either positive or negative, about our Company that has not been publicly disclosed.

Similarly, it is our practice not to time the release of material nonpublic information based on equity award grant date or for the purpose of affecting the value of executive compensation.

During the year ended December 31, 2025, we did not grant stock options four business days before or one business day following the release of material non-public information.

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

The following table sets forth information regarding the beneficial ownership of the Company’s common stock as of March 31, 2025, by:

The following table sets forth information regarding the beneficial ownership of the Company’s common stock as of December 31, 2025, by:

• each person known by the Company to be the beneficial owner of more than 5% of the outstanding shares of the Company’s common stock;

11 unchanged sentences

David Robson (5)

Angela Strand (6)

David Sherman

Laura Huang 2,500 *

Brian Johnson 2,500 *

All directors and executive officers (7 individuals) 142,312 9.66 %

5% Beneficial Holders

Anson Investments Master Fund LP and East Master Fund LP (7)

199,998 6.5 %

Bristol Investment Fund, Ltd.

8 unchanged sentences

(1) Unless otherwise indicated, the business address of each of the individuals is c/o Nuvve Holding Corp., 2488 Historic Decatur Rd., Suite 200, San Diego, California 92106.

(2) The percentage of beneficial ownership is calculated based on 3,068,049 shares of the Company’s common stock outstanding as of March 31, 2025 .

(2) The percentage of beneficial ownership is calculated based on 1,473,039 shares of the Company’s common stock outstanding as of December 31, 2025.

(3) The beneficial ownership of Mr.

Poilasne includes 2,312 shares of the Company’s common stock issuable upon the exercise of options that are currently exercisable or will become exercisable within 60 days of March 31, 2025;

2,500 shares of Common Stock issuable upon the exercise of outstanding and exercisable Series A Warrants held by Mr.

73,487 shares of Common Stock issuable pursuant to the conversion of the Notes held by Mr.

and up to 75,987 shares of Common Stock issuable pursuant to the exercise of the Warrants held by Mr.

Poilasne includes 50,058 shares of Common Stock issuable upon the exercise of options that are currently exercisable or will become exercisable within 60 days of December 31, 2025;

and 63 shares of Common Stock issuable upon the exercise of outstanding and exercisable Series A Warrants held by Mr.

(4) The beneficial ownership of Mr.

Smith includes 1,710 shares of the Company’s common stock issuable upon the exercise of options that are currently exercisable or will become exercisable within 60 days of March 31, 2025.

Smith includes 5,043 shares of Common Stock issuable upon the exercise of options that are currently exercisable or will become exercisable within 60 days of December 31, 2025.

(5) The beneficial ownership of Mr.

Robson includes 876 shares of the Company’s common stock issuable upon the exercise of options that are currently exercisable or will become exercisable within 60 days of March 31, 2025.

(6) The beneficial ownership of Ms.

Strand includes 27 shares of common stock issuable upon exercise of options that are currently exercisable or will become exercisable within 60 days of March 31, 2025 .

(7) The beneficial ownership of Anson consist of 99,998 shares of common stock and 100,000 shares of Common Stock issuable pursuant to the exercise of the Warrants held by Anson .

The business address of Anson is 181 Bay Street, #4200, Toronto, ON M5J2T3.

(8) The The number of shares of Common Stock beneficially owned excludes shares of Common Stock issuable pursuant to all or a portion of certain outstanding warrants upon exercise thereof, as a result of the triggering of the 4.99% beneficial ownership limitation

provision in such securities, and shares of Common Stock issuable pursuant to all or a portion of certain convertible promissory notes and outstanding warrants upon conversion or exercise thereof, respectively, as a result of the triggering of the 9.99% beneficial ownership limitation provision in such securities.

Bristol (as defined below) beneficially owns:

(i) up to 69,355 shares of Common Stock issuable pursuant to the conversion of the Notes held by Bristol Investment Fund, Ltd.

(“Bristol Investment Fund”);

(ii) up to 226,945 shares of Common Stock issuable pursuant to the exercise of the Warrants held by Bristol Investment Fund;

(iii) up to 30,000 shares of Common Stock issuable upon the exercise of outstanding and exercisable Series A Warrants (“Series A Warrants”), and (iv) up to 30,000 shares of Common Stock issuable upon the exercise of outstanding and exercisable Series C Warrants (“Series C Warrants”).

The Notes and the Warrants are each subject to a beneficial ownership limitation of 9.99%, which such limitation restricts Bristol Investment Fund from converting or exercising, as applicable, that portion of the Notes and the Warrants that would result in Bristol Investment Fund and its affiliates owning, after conversion or exercise, as applicable, a number of shares of Common Stock in excess of the 9.99% beneficial ownership limitation.

The exercise of each of the Series A Warrants and the Series C Warrants is subject to the holder holding less than 4.99% of the outstanding shares of Common Stock.

Robson includes 25,022 shares of the Common Stock issuable upon the exercise of options that are currently exercisable or will become exercisable within 60 days of December 31, 2025.

(6) The number of shares of Common Stock beneficially owned excludes shares of Common Stock issuable pursuant to all or a portion of certain outstanding convertible notes, warrants and convertible Series A Preferred Stock upon conversion or exercise thereof, respectively, as a result of the triggering of the 9.99% beneficial ownership limitation provision in such securities.

Bristol (Investment Fund, Ltd ("Bristol Investment Fund") beneficially owns:

(i) 750 shares of Common Stock issuable upon the exercise of outstanding and exercisable Series A Warrants (“Series A Warrants”) held by Bristol Investment Fund;

(ii) 750 shares of Common Stock issuable upon the exercise of outstanding and exercisable Series C Warrants (“Series C Warrants”) held by Bristol Investment Fund;

(iii) up to 633,714 shares of Common Stock issuable pursuant to the conversion of the Series A Preferred Shares held by Bristol Investment

and (iv) up to 633,714 shares of Common Stock issuable upon the exercise of the Private Placement Warrants held by Bristol Investment Fund.

Bristol Investment Fund is a privately held fund that invests primarily in publicly traded companies through the purchase of securities in private placement and/or open market transactions.

1 unchanged sentence

Paul Kessler is manager of Bristol Capital Advisors and as such has voting and dispositive power over the securities held by Bristol Investment Fund.

Bristol Capital is a privately held limited liability company that engages from time to time in investing in publicly traded companies through the purchase of securities in private placement and/or open market transactions.

Paul Kessler is the sole manager of Bristol Capital and therefore has voting and dispositive power over the securities held by Bristol Capital.

Based on information available to the Company.

The address for Bristol is 1090 Center Drive, Park City, UT 84098.

beneficial ownership of Bristol Investment Fund consist of 300,000 shares of common stock .

The business address of Bristol Investment is Amy Wang, Esq., General Counsel & Chief Operations Officer, Bristol Capital Advisors, LLC, 555 Marin Street, Suite 140, Thousand Oaks, CA 91360.

(9) The number of shares of Common Stock b eneficially owned excludes shares of Common Stock issuable pursuant to all or a portion of certain convertible promissory notes and outstanding warrants upon conversion or exercise thereof, respectively, as a result of the triggering of the 9.99% beneficial ownership limitation provision in such securities.

Five Narrow Lane beneficially owns:

(i) up to 121,098 shares of Common Stock issuable pursuant to the conversion of the Notes held by Five Narrow Lane, and (ii) up to 289,908 shares of Common Stock issuable pursuant to the exercise of the Warrants held by Five Narrow Lane.

The Notes and the Warrants are each subject to a beneficial ownership limitation of 9.99%, which such limitation restricts Five Narrow Lane from converting or exercising, as applicable, that portion of the Notes and the Warrants that would result in Five Narrow Lane and its affiliates owning, after conversion or exercise, as applicable, a number of shares of Common Stock in excess of the beneficial ownership limitation.

The address of Five Narrow Lane is 510 Madison Avenue, Suite 1400, New York, NY 10022.

(10) The number of shares of Common Stock b eneficially owned excludes shares of Common Stock issuable pursuant to all or a portion of certain convertible promissory notes and outstanding warrants upon conversion or exercise thereof, respectively, as a result of the triggering of the 9.99% beneficial ownership limitation provision in such securities.

Rainforest Partners beneficially owns:

(i) up to 69,355 shares of Common Stock issuable pursuant to the conversion of the Notes held by Rainforest Partners LLC, and (ii) up to 163,303 shares of Common Stock issuable pursuant to the exercise of the Warrants held by Rainforest Partners LLC.

The Notes and the Warrants are each subject to a beneficial ownership limitation of 9.99%, which such limitation restricts Rainforest Partners LLC from converting or exercising, as applicable, that portion of the Notes and the Warrants that would result in Rainforest Partners LLC and its affiliates owning, after conversion or exercise, as applicable, a number of shares of Common Stock in excess of the beneficial ownership limitation.

Based on information available to the Company, Mark Weinberger is the managing member of Rainforest Partners LLC, and has sole voting and investment power over the securities held by Rainforest Partners LLC.

Kessler, as manager of Bristol Investment Fund and Hailstone, has voting and investment control over the securities held by Bristol Investment Fund and Hailstone.

The address for Bristol Investment Fund is 1090 Center Drive, Park City, UT 84098.

(7) The number of shares of Common Stock beneficially owned excludes shares of Common Stock issuable pursuant to all or a portion of certain outstanding convertible notes, warrants and convertible Series A Preferred Stock upon conversion or exercise thereof, respectively, as a result of the triggering of the 9.99% beneficial ownership limitation provision in such securities.

Five Narrow Lane L.P.

beneficially owns:(i) an aggregate of 16,477 shares of Common Stock issuable pursuant to the conversion of outstanding convertible notes held by Five Narrow Lane, L.P.;

(ii) up to 1,056,190 shares of Common Stock issuable pursuant to the conversion of the Preferred Shares held by Five Narrow Lane, L.P.;

(iii) up to 1,056,190 shares of Common Stock issuable upon the exercise of the Private Placement Warrants held by Five Narrow Lane L.P.;

(iv) up to 27,766 shares of Common Stock issuable upon the exercise of the Pre-Funded Warrants;

(v) up to 258,179 shares of Common Stock issuable upon the conversion of the AIR Notes;

and (vi) up to 541,043 shares of Common Stock issuable upon the exercise of the AIR Warrants.

The address of Five Narrow Lane L.P.

is 510 Madison Avenue, Suite 1400, New York, NY 10022.

(8) The number of shares of Common Stock beneficially owned excludes shares of Common Stock issuable pursuant to all or a portion of certain outstanding convertible notes, warrants and convertible Series A Preferred Stock upon conversion or exercise thereof, respectively, as a result of the triggering of the 9.99% beneficial ownership limitation provision in such securities.

Rainforest Partners LLC beneficially owns:

(i) up to 398,439 shares of Common Stock issuable pursuant to the exercise of AIR Warrants held by Rainforest Partners LLC;

(ii) up to 422,476 shares of Common Stock issuable pursuant to the conversion of the Preferred Shares held by Rainforest Partners LLC;

and (iii) up to 422,476 shares of Common Stock issuable upon the exercise of the Private Placement Warrants held by Rainforest Partners LLC.

Mark Weinberger is the managing member of Rainforest Partners LLC, and has sole voting and investment power over the securities held by Rainforest Partners LLC.

The address for Rain Forest Partners LLC is 850 East 26th Street, Brooklyn, NY 11210.

(11) The beneficial ownership of The Hewlett Fund LP consists of 199,478 shares of common stock and up to 27,606 shares of Common Stock issuable pursuant to the conversion of the Notes held by The Hewlett Fund LP.

Based on information available to the Company.

(9) The number of shares of Common Stock beneficially owned excludes shares of Common Stock issuable pursuant to all or a portion of certain outstanding convertible notes, warrants and convertible Series A Preferred Stock upon conversion or exercise thereof, respectively, as a result of the triggering of the 9.99% beneficial ownership limitation provision in such securities.

The Hewlett Fund LP beneficial owns:

(i) up to 115,346 shares of Common Stock issuable pursuant to the exercise of AIR Warrants held by The Hewlett Fund LP;

(ii) up to 422,476 shares of Common Stock issuable pursuant to the conversion of Preferred Shares held by The Hewlett Fund LP;

and up to 422,476 shares of Common Stock issuable upon the exercise of the Private Placement Warrants held by The Hewlett Fund.

Martin Chopp has voting and investment control over the securities held by The Hewlett Fund LP.

Based on information available to the Company.

The address for The Hewlett Fund LP is 100 Merrick Road, Suite 400W, Rockville Centre, NY 11570.

11 unchanged sentences

Certain Relationships and Related Transactions, and Director Independence

The following includes a summary of transactions since January 1, 2023 and any currently proposed transactions, to which we were or are to be a participant, in which (i) the amount involved exceeded or will exceed the lesser of $120,000 or one percent of the average of our total assets at year-end for the last two completed fiscal years;

The following includes a summary of transactions as of December 31, 2025 and any currently proposed transactions, to which we were or are to be a participant, in which (i) the amount involved exceeded or will exceed the lesser of $120,000 or one percent of the average of our total assets at year-end for the last two completed fiscal years;

and (ii) any of our directors, executive officers or holders of more than 5% of our capital stock, or any affiliate or member of the immediate family of the foregoing persons, had or will have a direct or indirect material interest, other than compensation and other arrangements that are described under Item 11 of Part III of this Annual Report.

1 unchanged sentence

Intellectual Property Acquisition and Research Activities

On November 7, 2017, the Company entered into an IP acquisition agreement with the University of Delaware, a beneficial owner of less than 5% of the outstanding the Company common stock.

On November 7, 2017, the Company entered into an intellectual property acquisition agreement (the “IP Acquisition Agreement”) with the University of Delaware, a beneficial owner of less than 5% of the outstanding the Company common stock.

Pursuant to the IP Acquisition Agreement, the University of Delaware assigned to the Company certain of the key patents underlying its V2G technology.

1 unchanged sentence

The IP Acquisition Agreement terminates upon the later of the date all the milestone payments described above are made and the expiration date of the patents transferred to the Company.

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

If the University of Delaware terminates the agreement upon the material breach by the Company of certain limited provisions of the IP Acquisition Agreement (which do not include the milestone payment provisions) that is not cured with 45 days after notice from the university, the Company will be required to assign the patents back to the university.

In the event the University of Delaware notifies the Company of a third party’s interest in a region in which the patents are valid, and the Company does not within 60 days inform the university that either it intends to address the region pursuant to a commercially reasonable development plan or it intends to enter into a license agreement with an identified third party, the Company will be deemed to have granted to the University of Delaware an exclusive sublicensable license to the patents in the unaddressed region.

In addition, on September 1, 2016, the Company entered into a research agreement with the University of Delaware, whereby the university performs research activity as specified annually by the Company.

Under the terms of the agreement, the Company pays a minimum of $400,000 annually in equal quarterly installments.

For of the years ended December 31, 2024 and 2023, $124,000 and $266,667, respectively, were paid under the research agreement.

Under the terms of the agreement, the Company pays a minimum of $400,000 annually in equal quarterly installments, subject to achievement of certain milestones.

For the years ended December 31, 2025 and 2024, $122,928 and $124,000, respectively, were paid under the research agreement.

On August 16, 2024, we formed Deep Impact 1 LLC, a Delaware limited liability company (“Deep Impact”), with Nuvve CPO Inc., our wholly owned subsidiary (“Nuvve CPO”), and WISE EV-LLC (“WISE”).

4 unchanged sentences

For such contributions and the services, Nuvve CPO received 51 membership units in Deep Impact, equal to a 51% equity interest, and WISE received 49 membership units in Deep Impact, equal to a 49% equity interest.

As described in Note 11 to the Consolidated Financial Statements included in this Annual Report on Form 10-K, and in connection with the formation of the Deep Impact (see Note 1 ), Promissory Notes with a conversion option were issued to each of Gregory Poilasne and David Robson, the Chief Executive Officer and Chief Financial Officer of the Company, respectively, in exchange for an aggregate of $1,500,000, to further support project costs in exchange for their investment into Deep Impact.

As described in Note 10 to the Consolidated Financial Statements included in this Annual Report on Form 10-K, and in connection with the formation of the Deep Impact (see Note 1 ), Promissory Notes (each a “SPV Promissory Note”) with a conversion option were issued to each of Gregory Poilasne and David Robson, the Chief Executive Officer and Chief Financial Officer of the Company, respectively, in exchange for an aggregate of $1,500,000, to further support project costs in exchange for their investment into Deep Impact.

Each Promissory Note was issued with an original principal amount of $750,000.

As of December 31, 2025, the Chief Executive Officer and Chief Financial Officer have funded $610,500 and $230,000, respectively, of the Promissory Notes.

As of December 31, 2025, the Company has repaid $277,786 of Chief Executive Officer's principal and interest balance of $601,871 of his SPV Promissory Note through a non-cash exercise of his October 2024 Warrants.

Additionally, in February 2026, the Company repaid the remaining principal balance and interest of the SPV Promissory Notes for a total amount repaid of $575,811.

Additionally, interest expenses of $153,228 and $44,176 were paid on the SPV Promissory Notes for the years ended December 31, 2025 and December 31, 2024, respectively.

Promissory Notes;

Note and Warrant Participation

As described in Note 11 to the Consolidated Financial Statements included in this Annual Report on Form 10-K, on August 27, 2024, the Company issued Promissory Notes with a conversion option to each of Gregory Poilasne and David Robson, the

Chief Executive Officer and Chief Financial Officer of the Company, in exchange for an aggregate principal amount of $500,000.

Each Promissory Note was issued with an original principal amount of $250,000.

On January 31, 2025, t he Company repaid the principal balance and interest of Nuvve Promissory Notes (see Note 20 to the Consolidated Financial Statements included in this Annual Report on Form 10-K) for a total amount repaid of $523,097 .

As described in Note 10 to the Consolidated Financial Statements included in this Annual Report on Form 10-K, in October 2024, the Company issued senior convertible notes with a conversion option to certain investors, including Gregory Poilasne, the Chief Executive Officer of the Company, in exchange for a principal amount of $250,000, and a Warrant to purchase 73,487 sha res of Common Stock.

As of December 31, 2025, the Chief Executive Officer had converted all of the October 2024 Notes into 13,153 of the Company's shares of common stock pursuant to the securities purchase agreement.

Also, as of December 31, 2025, the Chief Executive Officer had exercised all of the warrants related to the October 2024 Warrants into 117,358 of the Company's shares of common stock pursuant to the securities purchase agreement.

As described in Note 10 to the Consolidated Financial Statements included in this Annual Report on Form 10-K, in February 2025, under the existing SPV Promissory Note agreement, the Company issued promissory notes to each of Gregory Poilasne and David Robson, the Chief Executive Officer and Chief Financial Officer of the Company, respectively, in exchange for an aggregate of $266,000 (the "February Promissory Note").

Each February Promissory Note was issued with an original Principal Amount of $133,000 in exchange in cash to the Company, for aggregate gross proceeds of $266,000.

On September 24 , 2025 , the Company repaid the principal balance and interest of the February Promissory Notes for a total amount repaid of $283,578.

As described in Note 10 to the Consolidated Financial Statements included in this Annual Report on Form 10-K, in April 2025, Fermata Energy II LLC issued promissory notes with a conversion option to certain employees, including Gregory Poilasne, the Chief Executive Officer of the Company, in exchange for a principal amount of $547,058.

As described in Note 10 to the Consolidated Financial Statements included in this Annual Report on Form 10-K, pursuant to a s eries 3 J-Kiss units subscription agreements with Nuvve Japan, the Chief Executive Officer and Chief Financial Officer of the Company, were issued 55 and 35 units, respectively, of series 3-J Kiss units.

The series 3-J Kiss units were issued in exchange for loan receivables of $351,085 and $223,418, respectively, from the Chief Executive Officer and Chief Financial Officer as of December 31, 2025.

The loan receivables accrue interest at a rate of 6% per annum, and has a repayment date of February 27, 2026 .

As of March 31, 2026, the Chief Executive Officer and Chief Financial Officer have fully repaid the principal and interest of the loan receivables.

Other Obligations

4 unchanged sentences

The Company has a consulting services agreement with Dreev related to software development and operations.

The consulting services were zero and $43,399 fo r the years ended December 31, 2024 and December 31, 2023, respectively.

The consulting services were zero fo r the years ended December 31, 2025 and December 31, 2024, respectively.

The consulting services if any, are being provided to Dreev at the Company’s cost and is recognized as other income, net in the consolidated statements of operations.

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

In exchange, EDF agreed to pay the Company a lump sum payment of $915,165 .

Indemnification Agreements

21 unchanged sentences

Montgomery, Mr.

Sherman and Ms.

Strand qualifies as an independent director, and that the Board currently consists of a majority of independent directors, as such term is defined under the Nasdaq rules.

Huang and Mr.

Johnson qualifies as an independent director, and that the Board currently consists of a majority of independent directors, as such term is defined under the Nasdaq rules.

In making this determination, our Board considered the current and prior relationships, as applicable, that each of Mr.

Montgomery, Mr.

Sherman and Ms.

Strand has with our Company and all other facts and circumstances our Board deemed relevant in determining their independence, including their beneficial ownership of our capital stock.

Huang and Mr.

Johnson has with our Company and all other facts and circumstances our Board deemed relevant in determining their independence, including their beneficial ownership of our capital stock.

In addition, we are subject to the rules of the SEC and Nasdaq relating to the membership, qualifications, and operations of the audit committee, the compensation committee, and the nominating and corporate governance committee, as discussed below.

42 unchanged sentences

8-K 3.1 3/25/2021

3.2 Amended and Restated Certificate of Incorporation as amended

10-Q 3.1 8/14/2025

3.3 Certificate of Amendment to Amended and Restated Certificate of Incorporation of Nuvve Holding Corp .

8-K 3.1 12/11/2025

3.4 Certificate of Designation of Preferences, Rights and Limitations of Series A Convertible Preferred Stock

8-K 3.1 12/31/2025

Certificate of Amendment to the Amended and Restated Certificate of Incorporation of Nuvve Holding Corp.

8-K 3.2 12.31/2025

3.6 Certificate of Amendment to Amended and Restated Certificate of Incorporation

36 unchanged sentences

8-K 4.1 11/01/2024

4.16 Form of Warran t, dated October 31, 2024

4.16 Form of Warrant, dated October 31, 2024

8-K 4.2 11/01/2024

3 unchanged sentences

8-K 4.2 3/11/2025

4.19 Form of Amended and Restated Convertible Note, originally issued October 31, 2024

8-K 4.1 04/16/2025

4.20 Form of Additional Convertible Note

8-K 4.1 03/11/2025

4.21 Form of Amended and Restated Convertible Note, originally issued March 5, 2025

8-K 4.2 03/16/2025

4.22 Form of Additional Warrant

8-K 4.2 03/11/2025

4.23 Form of Convertible Note, Dated April 28, 2025

8-K 4.1 4/30/2025

4.24 Form of Warrant, dated April 28, 2025

8-K 4.2 4/30/2025

Incorporation by Reference

Description Form Exhibit No.

4.25 Form of Additional Convertible Note, Dated April 28, 2025

8-K 4.1 4/30/2025

4.26 Form of Warrant, dated May 7, 2025

8-K 4.1 5/9/2025

4.27 Form of Warrant, dated May 18, 2025.

8-K 4.1 5/22/2025

4.28 Form of Additional Convertible Note, dated May 30, 2025

8-K 4.1 6/5/2025

4.29 Form of Additional Warrant, dated May 30, 2025

8-K 4.2 6/5/2025

4.30 Form of Pre-Funded Warrant, dated July 14, 2025

8-K 4.1 7/15/2025

4.31 Form of Representative’s Warrant, dated July 14, 2025

8-K 4.2 7/15/2025

4.32 Form of Pre-Funded Warrant, dated July 14, 2025

8-K 4.1 7/15/2025

4.33 Form of Representative’s Warrant, dated July 14, 2025

8-K 4.2 7/15/2025

4.34 Form of Additional Convertible Note, Dated September 10, 2025

8-K 4.1 9/16/2025

4.35 Form of Additional Warrant, dated September 10, 2025

8-K 4.2 9/16/2025

4.36 Form of Common Warrant.

8-K 4.1 11/14/2025

4.37 Form of Pre-Funded Warrants

8-K 4.2 11/14/2025

Form of Additional Convertible Note, dated November 17, 2025

8-K 4.1 11/21/2025

4.39 Form of Additional Warrants , dated November 17, 2025

8-K 4.2 11/21/2025

Form of Additional Convertible Note, dated December 17, 2025

8-K 4.1 12/23/2025

4.41 Form of Additional Warrants, dated December 17, 2025

8-K 4.2 12/23/2025

10.1 Amended and Restated Registration Rights Agreement

16 unchanged sentences

S-4 10.17 2/4/2021

Incorporation by Reference

Description Form Exhibit No.

10.10 Warrant Agreement, dated May 17, 2021, by and among Nuvve Corporation, Stonepeak Rocket Holdings LP and Evolve Transition Infrastructure LP.

8-K 10.1 5/17/2021

10.11 Securities Purchase Agreement, dated May 17, 2021, by and among Nuvve Corporation, Stonepeak Rocket Holdings LP and Evolve Transition Infrastructure LP .

8-K 10.2 5/17/2021

10.12 Registration Right Agreement, dated May 17, 2021, by and among Nuvve Corporation, Stonepeak Rocket Holdings LP and Evolve Transition Infrastructure LP.

8-K 10.3 5/17/2021

10.13# Amended and Restated Limited Liability Company Agreement for Levo, dated as of August 4, 2021, by and among Nuvve Corporation, Stonepeak Rocket Holdings LP and Evolve Transition Infrastructure LP.

8-K/A 10.1 8/8/2021

10.14# Development Services Agreement, dated as of August 4, 2021, by and between Nuvve Holding Corp.

and Levo Mobility LLC.

8-K/A 10.2 8/8/2021

10.15# Parent Letter Agreement, dated as of August 4, 2021, by and among Nuvve Holding Corp., Stonepeak Rocket Holdings LP, Evolve Transition Infrastructure LP and Levo Mobility LLC.

8-K/A 10.3 8/8/2021

10.16# Board Rights Agreement, dated as of August 4, 2021, by and among Nuvve Holding Corp.

and Stonepeak Rocket Holdings LP.

8-K/A 10.4 8/8/2021

10.17# Intellectual Property License and Escrow Agreement, dated as of August 4, 2021, by and between Nuvve Holding Corp.

and Levo Mobility LLC .

8-K/A 10.5 8/8/2021

Nuvve Holding Corp.

10 unchanged sentences

8-K/A 10.1 12/20/2024

10.23 Form of Registration Rights Agreemen t, dated October 31, 2024

10.15 Form of Registration Rights Agreement, dated October 31, 2024

8-K 10.2 11/01/2024

25 unchanged sentences

8-K 4.1 1/7/2025

Incorporation by Reference

Description Form Exhibit No.

10.28 Securities Purchase Agreement, dated December 31, 2024, between the Company and the Investor

12 unchanged sentences

10.34+ Amended and Restated Employment Agreement, dated March 31, 2025, by and between the Company and Gregory Poilasne

10-K 10.42 3/31/2025

10.35+ Amended and Restated Employment Agreement, dated March 31, 2025, by and between the Company and David Robson

19.1 Insider Trading Policy and Procedures

10-K 10.43 3/31/2025

10.36 First Amendment to Securities Purchase Agreement, dated as of January 14, 2025

8-K 10.1 1/15/2025

10.37^† Termination Agreement, dated January 24, 2025, between Nuvve Holding Corp.

and Switch EV Ltd.

8-K 10.1 1/30/2025

10.38 Second Amendment to Securities Purchase Agreement, effective as of February 4, 2025.

8-K 10.1 2/4/2025

10.39 Form of Third Amendment to Securities Purchase Agreement, dated as of February 4, 2025.

8-K 10.1 2/5/2025

10.40 Form of Securities Purchase Agreement, dated as of February 4, 2025.

8-K 10.2 2/5/2025

10.41 Task Order Agreement entered into as of February 4, 2025, by and among Nuvve Holding Corp., Resource Innovations and ComEd.

8-K 10.1 2/5/2025

10.42 Fourth Amendment to Securities Purchase Agreement, dated as of February 7, 2025.

8-K 10.1 2/7/2025

10.43† Form of Securities Purchase Agreement, dated as of February 7, 2025.

8-K 10.2 2/7/2025

10.44 Fifth Amendment to Securities Purchase Agreement, dated as of March 2, 2025.

8-K 10.1 3/3/2025

10.45 Asset Purchase Agreement, dated as of April 25, 2025, by and among Nuvve Holdings Corp., a Delaware corporation, Fermata Energy LLC and Fermata Energy II, LLC.

10-Q 10.1 5/15/2025

Asset Purchase Agreement, dated as of April 25, 2025, by and among Nuvve Holdings Corp., a Delaware corporation, Fermata Energy LLC and Fermata Energy II, LLC

10.Q 10.1 5/15/2025

10.47 Form of Consulting Agreement, dated May 7, 2025

8-K 10.1 5/9/2025

10.48 Consulting Services Agreement by and between Nuvve Holding Corp.

and Bristol Capital, LLC, as amended on May 7, 2025

8-K 10.2 5/9/2025

10.49 Form of Consulting Agreement, dated May 18, 2025

8-K 10.1 5/22/2025

10.50 Employment Agreement, by and between Nuvve New Mexico, LLC and Ted Smith, dated June 27, 2025

8-K 10.1 7/3/2025

10.51 Agreement for the purchase and sale of future receipts, dated March 31, 2025, by and among Nuvve Holding Corp.

as seller, Agile Lending, LLC, as Buyer, and Agile Capital Funding, LLC, as collateral agent.

10-Q 10.6 8/14/2025

10.52 Form of Fermata Energy II, LLC Convertible Note, dated April 23, 2025

10-Q 10.7 8/14/2025

10.53 Underwriting Agreement between Nuvve Holding Corp.

and Lucid Capital Markets, LLC dated July 11, 2025

8-K 1.1 7/15/2025

10.54 Asset Management Agreement between Nuvve Holding Corp.

and DeFi Technologies, Inc., dated July 20, 2025

8-K 10.1 7/23/2025

10.55 Amended and Restated Nuvve Holding Corp.

2020 Incentive Plan, as amended

8-K 10.1 8/25/2025

10.56 Share Purchase Agreement, dated October 8, 2025, by and among Nuvve Holding Corp., EDF Développement Environnement SA and Dreev SAS

8-K 10.1 10/14/2025

10.57 Software Cross-license Agreement, dated October 8, 2025, by and among Nuvve Holding Corp., EDF Développement Environnement SA and Dreev SAS

8-K 10.2 10/14/2025

10.58 Patents Assignment Agreement, dated October 8, 2025, by and among Nuvve Holding Corp., EDF Développement Environnement SA and Dreev SAS

8-K 10.3 10/14/2025

10.59 Receivable Assignment Agreement, dated September 24, 2025, by and among Nuvve Holding Corp., Gregory Poilasne and David Robson .

8-K 10.1 9/30/2025

10.60 Securities Purchase Agreement, dated as of November 14, 2025, between the Company and the purchasers identified therein.

8-K 10.1 11/14/2025

10.61 Registration Rights Agreement, dated as of November 14, 2025, between the Company and the purchasers identified therein.

8-K 10.2 11/14/2025

10.62 Common Shares Purchase Agreement, dated as of November 14, 2025, between the Company and the purchasers thereto.

8-K 10.3 11/14/2025

10.63* Securities Purchase Agreement, dated as of November 14, 2025, between the Company and the purchasers identified therein .

8-K 10.1 12/1/2025

10.64* Amended and Restated Common Shares Purchase Agreement, dated as of December 1, 2025, between the Company and the purchasers thereto.

8-K 10.3 12/1/2025

10.65 Cooperation Agreement between and among the Company, Omnia and Oelion, dated March 6, 2026.

8-K 10.1 3/6/2026

Incorporation by Reference

Description Form Exhibit No.

10.66 Aggregation Service Agreement for Battery Energy Storage System (BESS) between and among the Company, Omnia and Oelion, dated March 6, 2026.

8-K 10.2 3/6/2026

10.67 Service Agreement for Engineering and Managerial Consulting Service between and among the Company, Omnia and Oelion, dated March 6, 2026 .

8-K 10.3 3/6/2026

10.68 Amended and Restated Employment Agreement, dated March 22, 2026, by and between the Company and David Robson

8-K 10.1 3/25/2026

19.1 I nsider Trading Policy and Procedures

10-K 19.1 3/31/2025

21.1 List of Subsidiaries of Nuvve Holding Corp

1 unchanged sentence

31.1 Rules 13a-14(a) Certification of Chief Executive Officer

Incorporation by Reference

Description Form Exhibit No.

31.2 Rules 13a-14(a) Certification of Chief Financial Officer

28 unchanged sentences

Gregory Poilasne ( Principal Executive Officer)

/s/ Ted Smith President, Chief Operating Officer, and Director March 31, 2025

/s/ Ted Smith Chief Executive Officer, Nuvve New Mexico and Director March 31, 2026

Robson Chief Financial Officer ( Principal Financial Officer and Principal Accounting Officer )

March 31, 2026

Montgomery Interim Chairperson of the Board and Director March 31, 2025

Montgomery Chairperson of the Board and Director March 31, 2026

David Sherman Director March 31, 2026

David Sherman

/s/ Angela Strand Director March 31, 2025

Angela Strand

/s/ Laura Huang Director March 31, 2026

/s/ Brian Johnson Director March 31, 2026

Brian Johnson

Financial Statements.

12 unchanged sentences

We have audited the accompanying consolidated balance sheets of Nuvve Holding Corp.

and subsidiaries (the "Company") as of December 31, 2024 and December 31, 2023 , the related consolidated statements of operations, comprehensive loss, stockholders' equity, and cash flows, for each of the two years in the period ended December 31, 2024 , and the related notes (collectively referred to as the "financial statements").

In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2024 and December 31, 2023 , and the results of its operations and its cash flows for each of the two years in the period ended December 31, 2024 , in conformity with accounting principles generally accepted in the United States of America.

and subsidiaries (the "Company") as of December 31, 2025 and 2024, the related consolidated statements of operations, comprehensive loss, stockholders' deficit and mezzanine equity, and cash flows, for each of the two years in the period ended December 31, 2025, and the related notes (collectively referred to as the "financial statements").

In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2025 and 2024, and the results of its operations and its cash flows for each of the two years in the period ended December 31, 2025, in conformity with accounting principles generally accepted in the United States of America.

Going Concern

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern.

The accompanying financial statements have been prepared assuming the Company will continue as a going concern.

As discussed in Note 2 to the financial statements, the Company has incurred recurring losses and negative cash flows from operations, has debt maturing within 12 months from issuance of the financial statements, and has an accumulated deficit, that raise substantial doubt about its ability to continue as a going concern.

Management's plans in regard to these matters are also described in Note 2.

Management's plans in regards to these matters are also described in Note 2.

The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

13 unchanged sentences

We believe that our audits provide a reasonable basis for our opinion.

Critical Audit Matter

The critical audit matter communicated below is a matter arising from the current-period audit of the financial statements that was communicated or required to be communicated to the audit committee and that (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments.

The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.

Series A Convertible Preferred stock – Refer to Note 11 to the consolidated financial statements

Critical Audit Matter Description

On December 30, 2025, pursuant to a private placement offering, the Company issued an aggregate of 6,000 shares of series A preferred stock and warrants to purchase an aggregate of 2,534,856 shares of Common Stock to certain institutional investors.

The Company received aggregate proceeds of $5,400,000, net of a 10% original issue discount (gross stated value of

$6,000,000) or $900 purchase price per share of each Series A convertible preferred stock and accompanying warrants prior to deducting underwriting discounts and commissions and offering expenses.

We identified the accounting for the Series A convertible preferred stock issuance as a critical audit matter.

Specifically, evaluating the appropriate accounting treatment is complex and involves various judgements related to classification and recognition associated with the multiple financial instruments included in the issuance.

This required a high degree of auditor judgment and an increased extent of effort when performing audit procedures.

How the Critical Audit Matter Was Addressed in the Audit

Our audit procedures related to the Company’s Series A convertible preferred stock issuance included the following, among others:

• We obtained and inspected the agreements related to the Series A convertible preferred stock issuance.

• We assessed the appropriateness of management's interpretation and application of the relevant accounting literature by performing the following procedures:

◦ Assessed the identification of freestanding financial instruments issued in connection with the transaction.

◦ Evaluated the classification of the preferred stock, including mezzanine equity presentation.

◦ Assessed management’s identification and evaluation of embedded features.

◦ Evaluated the recognition of each identified financial instrument including management’s method for allocating proceeds among the financial instruments issued

/s/ Deloitte & Touche LLP

13 unchanged sentences

Deferred costs 709,286 417,290

Due from related party 574,503 —

Other current assets 1,184,704 931,244

2 unchanged sentences

Intangible assets, net 1,065,705 1,062,766

Goodwill 96,000 —

Investment in equity securities — 670,951

2 unchanged sentences

Deferred costs - noncurrent 594,558 564,558

Financing receivables — 288,872

Security deposit, long-term 105,782 15,687

10 unchanged sentences

Other liabilities 2,340 6,969

Customer deposits 918,631 —

Total Current Liabilities 9,782,988 11,351,158

3 unchanged sentences

Warrants/investment rights liability 474,023 699,087

Derivative liability - non-controlling redeemable preferred shares — 309,728

Other long-term liabilities 172,089 170,794

2 unchanged sentences

Mezzanine equity

Redeemable non-controlling interests, preferred shares, zero par value, 1,000,000 shares authorized, 0 shares issued and outstanding at December 31, 2024 and 3,138 shares issued and outstanding at December 31, 2023;

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

Class D Incentive units, zero par value, 1,000,000 units authorized, 0 and 50,000 units issued and outstanding at December 31, 2024 and December 31, 2023, respectively.

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

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

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

Preferred stock, $ 0.0001 par value, 1,000,000 shares authorized;

0 shares issued and outstanding at December 31, 2024 and December 31, 2023, respectively

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;

904,949 issued and 903,269 outstanding at December 31, 2024;

124,659 shares issued and outstanding at December 31, 2023.

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.

Treasury stock, at cost, 42 shares outstanding at December 31, 2025;

3 unchanged sentences

Accumulated deficit ( 196,421,627 ) ( 165,599,076 )

Nuvve Holding Corp.

Stockholders’ Equity ( 1,260,838 ) 7,474,706

Nuvve common stockholders’ deficit ( 1,673,051 ) ( 1,260,838 )

Non-controlling interests ( 755,246 ) ( 28,809 )

Total Stockholders’ (Deficit) Equity ( 1,289,647 ) 2,580,605

Total (deficit) equity ( 1,289,647 ) 6,990,463

Total Liabilities and Equity $ 16,797,812 $ 20,950,506

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

The accompanying notes are an integral part of these consolidated financial statements.

10 unchanged sentences

Cost of services 503,039 1,410,051

Inventory impairment loss 3,469,895 —

Selling, general, and administrative 26,752,318 17,671,110

2 unchanged sentences

Operating loss ( 32,180,080 ) ( 20,460,431 )

Interest (expense) income, net ( 767,373 ) 108,182

Interest expense, net ( 1,955,781 ) ( 767,373 )

Change in fair value of convertible notes ( 140,575 ) 444,656

4 unchanged sentences

Loss before taxes ( 31,549,988 ) ( 17,424,812 )

Income tax expense 1,600 1,600

Income tax (benefit) expense ( 1,000 ) 1,600

Net loss $ ( 31,548,988 ) $ ( 17,426,412 )

2 unchanged sentences

$ ( 30,822,551 ) $ ( 17,397,603 )

Preferred dividends on redeemable non-controlling interests — 285,595

Accretion on redeemable non-controlling interests preferred shares — 645,864

Net loss attributable to Nuvve Holding Corp.

15 unchanged sentences

$ ( 30,831,004 ) $ ( 17,444,785 )

Preferred dividends on redeemable non-controlling interests — ( 285,595 )

Accretion on redeemable non-controlling interests preferred shares — ( 645,864 )

Comprehensive loss attributable to Nuvve Holding Corp.

3 unchanged sentences

AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

Common Stock Treasury Stock Additional

CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ DEFICIT AND MEZZANINE EQUITY

Series A Convertible

Preferred Stock Preferred Class A Units Series 3 J-Kiss Units Class B Units Common Stock Treasury Stock Additional

Capital Accumulated Other

2 unchanged sentences

Deficit Non-controlling Interests Total

Shares Amount Shares Amount

Shares Amount Units Amount Units Amount Units Amount Shares Amount Shares Amount

Balances December 31, 2023 — — — — — — — — 3,116 5,927 — — 155,615,962 93,676 ( 148,240,859 ) ( 4,894,101 ) 2,580,605

Common stock reverse split - rounding — — — — — — — — 4,806 — — — — — — — —

Exercise of stock options and vesting of restricted stock units — — — — — — — — 452 19 — — ( 19 ) — — — —

1 unchanged sentence

Proceeds from common stock offering, net of offering costs — — — — — — — — 7,588 304 — — 5,029,118 — — — 5,029,422

Issuance of Pre-funded Warrants — — — — — — — — 4,412 123 — — ( 15 ) — — — 108

Proceeds from Direct Offering, net of offering costs — — — — — — — — — — — — — — — — —

Purchase of treasury stock — — — — — — — — ( 42 ) — 42 $ — — — — — —

Accretion on redeemable non-controlling interests preferred shares — — — — — — — — — — — — — — — — —

2 unchanged sentences

Currency translation adjustment — — — — — — — — — — — — — ( 47,182 ) — — ( 47,182 )

Cancellation of non-controlling interests — — — — — — — — — — — — 481,220 — 39,386 4,894,101 5,414,707

Net loss — — — — — — — — — — — — — — ( 17,397,603 ) ( 28,809 ) ( 17,426,412 )

4 unchanged sentences

Proceeds from common stock offering, net of offering costs — — — — — — — 100,308 401 — — 3,623,629 — — — 3,624,030

Conversion of convertible notes, net of offering costs — — — — — — — 670,383 1,805 — — 8,901,907 — — — 8,903,712

Issuance of Pre-funded Warrants — — — — — — — 37,695 151 — — 1,885,693 — — — 1,885,844

Proceeds from Direct Offering, net of offering costs — — — — — — — — —

Purchase of treasury stock ( 1,680 ) — 1,680 $ — — — — — —

Accretion on redeemable non-controlling interests preferred shares — — — — — — — — —

Preferred dividends - non-controlling interest — — — — — — — — —

Issuance of Common Shares related to Warrants 90,000 35 — — 538,985 — — — 539,020

Exercise of Warrants — — — — — — — 1,033,971 2,490 — — 4,293,917 — — — 4,296,407

Warrants issuance — — — — — — — — — — — 8,194,000 — 8,194,000

Proceeds from convertible series A preferred stock offering, net of offering costs 6,000 4,958,840 — — — — — — — — — — — — — —

Preferred Class A units issuance — — 4,900,000 166,698 — — — — — — — — — — — 166,698

Series 3 J-Kiss units — — — — 10,090 615,960 — — — — — — — — — — 615,960

Class B units issuance — — — — — 300,000 300,000 — — — — — — — — 300,000

Currency translation adjustment — — — — — — — — — — — — ( 8,453 ) — — ( 8,453 )

Cancellation of non-controlling interests — — — — 481,220 — 39,386 4,894,101 5,414,707

Net loss — — — — — — — — — — — — — ( 30,822,551 ) ( 726,437 ) ( 31,548,988 )

Balances December 31, 2025 6,000 $ 4,958,840 4,900,000 $ 166,698 10,090 $ 615,960 300,000 $ 300,000 2,069,840 $ 11,758 42 $ — $ 193,616,120 $ 38,041 $ ( 196,421,627 ) $ ( 755,246 ) $ ( 2,428,297 )

The accompanying notes are an integral part of these consolidated financial statements.

Th e accompanying notes are an integral part of these consolidated financial statements.

NUVVE HOLDING CORP.

7 unchanged sentences

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 )

1 unchanged sentence

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

Loss on disposal of asset — 862

Provision for credit losses 990,105 —

Amortization of discount on debt and promissory notes 162,312 87,222

Gains from the sale of investments securities — ( 325,155 )

Gains from the sale of equity investment interest ( 244,214 ) —

Noncash lease expense 721,870 357,118

4 unchanged sentences

Accounts payable 1,524,612 196,413

Advance deposit from customer 918,631 —

Accrued expenses and other liabilities ( 2,592,869 ) ( 1,422,380 )

2 unchanged sentences

Investing activities

Cash used in acquisition ( 340,200 ) —

Purchase of property and equipment ( 57,099 ) ( 45,395 )

Proceeds from sale of investments in equity securities — 1,325,155

Proceeds from sale of equity investment interest 915,165 —

Net cash provided by (used in) investing activities 517,866 ( 45,395 )

3 unchanged sentences

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 Direct Offering of common stock, net of offering costs — 4,986,300

Proceeds from common stock offering, net of offering costs 8,502,086 884,586

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

3 unchanged sentences

Cash and restricted cash at end of year $ 5,787,250 $ 691,497

Years Ended December 31,

Supplemental Disclosure of cash information:

1 unchanged sentence

Cash paid for income taxes $ 1,600 $ 1,600

Supplemental Disclosure of Noncash Investing Activity

Transfer of inventory to property and equipment — 216,988

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 $ —

Th e accompanying notes are an integral part of these consolidated financial statements.

6 unchanged sentences

On March 19, 2021, the Company (at the time known as NB Merger Corp.) acquired the outstanding shares of Nuvve Corporation (“Nuvve Corp.”), and the Company changed its name to Nuvve Holding Corp.

The Company owns 100 % of Nuvve Corporation, a Delaware corporation headquartered in San Diego, California (“Nuvve Corp.”), which was founded on October 18, 2010, to develop and commercialize Vehicle to Grid ("V2G") and grid modernization technologies.

Nuvve has developed a proprietary V2G technology, including the Company’s Grid Integrated Vehicle (“GIVe ™ ”) cloud-based software platform, that enables it to link multiple electric vehicle ("EV") batteries into a virtual power plant ("VPP") to provide bi-directional energy to the electrical grid in a qualified and secure manner.

11 unchanged sentences

Additionally, at the Company’s Annual Meeting of Stockholders held on September 9, 2024, the Company’s stockholders approved a proposal to authorize a reverse stock split of the Company’s common stock, at a ratio within the range of 1-for-2 to 1-for-10.

The Board approved a 1-for-10 reverse split ratio, and on September 16, 2024, the Company filed a Certificate of Amendment to the Amended and Restated Certificate of Incorporation of the Company with the Secretary of State of the State of Delaware to effect the reverse split effective September 17, 2024 (the “September 2024 Reverse Stock Split” and together with the January 2024 Reverse Stock Split, the “Reverse Stock Splits”).

The September 2024 Reverse Stock Split is already reflected in the year ended December 31, 2024 consolidated financial statement balances.

Further, at the Company’s Special Meeting of Stockholders held on October 6, 2025, the Company’s stockholders approved a proposal to authorize a reverse stock split of the Company’s common stock, at a ratio within the range of 1-for-2 to 1-for-40.

The Board approved a 1-for-40 reverse split ratio, and on December 11, 2025, the Company filed a Certificate of Amendment to the Amended and Restated Certificate of Incorporation of the Company with the Secretary of State of the State of Delaware to effect the reverse split effective December 15, 2025 (the “December 2025 Reverse Stock Split”, and together with the September 2024 Reverse Stock Split and January 2024 Reverse Stock Split, the “Reverse Stock Splits”).

The Reverse Stock Splits were also applicable to the Company’s outstanding warrants, stock options and restricted stock units.

2 unchanged sentences

The Re verse Stock Splits did not affect the number of authorized shares of the Company's common stock or the par value of the common stock.

All issued and outstanding common stock, options to purchase common stock, warrants to purchase common stock and per share amounts contained in the consolidated financial statement have been retroactively adjusted to reflect each of the January 2024 Reverse Stock Split and the September 2024 Reverse Stock Split for all periods presented.

All issued and outstanding common stock, options to purchase common stock, warrants to purchase common stock and per share amounts contained in the consolidated financial statement have been retroactively adjusted to reflect each of the December 2025 Reverse Stock Split, the January 2024 Reverse Stock Split and the September 2024 Reverse Stock Split for all periods presented.

NUVVE HOLDING CORP.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Nuvve has two wholly owned subsidiaries, Nuvve Corp.

and Nuvve CPO Inc.

has four wholly owned subsidiaries:

(1) Nuvve Denmark ApS, (“Nuvve Denmark”), a company registered in Denmark, (2) Nuvve SaS, a company registered in France as a branch of Nuvve Corp, (3) Nuvve KK (Nuvve Japan), a company registered in Japan, and (4) Nuvve LTD, a company registered in United Kingdom.

Nuvve has four wholly owned subsidiaries, Nuvve Corp., Nuvve CPO Inc., Hype Strategy LLC, and Nuvve Japan Corporation.

has four wholly owned subsidiaries:(1) Nuvve Denmark ApS, (“Nuvve Denmark”), a company registered in Denmark, (2) Nuvve SaS, a company registered in France as a branch of Nuvve Corp, (3) Nuvve KK (Nuvve Japan), a company registered in Japan, and (4) Nuvve LTD, a company registered in United Kingdom.

Nuvve CPO Inc., or Nuvve Charge Point Operator, was established in August 2024 to support the deployment and ongoing support of the Company's customers charging station networks.

1 unchanged sentence

Stonepeak and Evolve conditional capital contribution commitments expired on August 4, 2024.

NUVVE HOLDING CORP.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

On October 15, 2024 (the “Closing Date” or “Closing”), the Company, Stonepeak, and Evolve entered into a Limited Liability Company Interest Sale Agreement (the “Sale Agreement”), pursuant to which Stonepeak and Evolve sold their combined 49 % membership interest in Levo to the Company for a de minimis price.

8 unchanged sentences

Deep Impact had limited business operations during the year ended December 31, 2024.

Fermata Energy II LLC

On April 25, 2025, the Company, Fermata Energy LLC (“Seller”), and the former noteholders of the Seller (the “Preferred Members”), entered into a series of definitive agreements to effect the acquisition of substantially all of the Seller’s assets by Fermata Energy II, LLC, a Delaware limited liability company (“Fermata”).

As a result of the transaction, the Company holds a 51 % equity interest in Fermata as the sole common units member, and the Preferred Members collectively hold the remaining 49 % equity interest in the form of Fermata's entity class A preferred units.

The Fermata's entity class A preferred unit holders are entitled to a compounded 10.0 % annual preferred return in Fermata entity.

Fermata is an entity formed for the principal purpose of developing and commercializing energy management and bidirectional charging technology solutions.

Please see Note 20 for details of the acquisition.

Nuvve New Mexico LLC

In April 2025, the Company formed Nuvve New Mexico LLC, a new subsidiary created to support the Company’s recently awarded State of New Mexico contract.

The new entity serves as a regional representative company, ensuring the successful execution of the contract and the expansion of the Company's innovative energy solutions across the state.

The Company holds majority membership interest in Nuvve New Mexico LLC as the Class A units holder.

Other members admitted into the Nuvve New Mexico LLC through subscription as investors holds the Class B units of Nuvve New Mexico, and are entitled to a cumulative 18.0 % annual preferred return on unreturned capital contribution.

As of December 31, 2025 , three members have been admitted as a Class B unit members with an aggregate subscription of 300,000 Class B units at $ 1.00 per unit.

NUVVE HOLDING CORP.

5 unchanged sentences

generally accepted accounting principles (“U.S.

The Company has reclassified certain prior period amounts to conform to the current year presentation.

In accordance with the related Going Concern accounting standards, the Company has evaluated whether there are conditions and events, considered in the aggregate, that raise substantial doubt about its ability to continue as a going concern within one year after the consolidated financial statements are issued.

4 unchanged sentences

Management plans to fund current operations and satisfy its other obligations through increased revenues and raising additional capital.

Management's expectations with respect to the Company’s ability to fund current operations and its other obligations is based on estimates that are subject to risks and uncertainties.

Management's expectations with respect to the Company’s ability to fund current operations and its other obligations are based on estimates that are subject to risks and uncertainties.

There is an inherent risk that the Company may not achieve such financial projections and if so, cash outflows could be higher than currently anticipated.

13 unchanged sentences

Accordingly, the Company consolidates Deep Impact and records a non-controlling interest for the share of the entity owned by WISE.

The Company formed Fermata with Preferred Members, in which the Company owns 51 % of the entity.

The Company has determined that Fermata is a VIE in which the Company is the primary beneficiary.

Accordingly, the Company consolidates Fermata and records a non-controlling interest for the share of the entity owned by the Preferred Members.

The Company formed Levo with Stonepeak and Evolve, in which the Company owned 51 % of Levo's common units.

12 unchanged sentences

The creditors of the consolidated VIE do not have recourse to the Company other than to the assets of the consolidated VIEs.

The following table summarizes the carrying amounts of VIE's assets and liabilities included in the Company’s consolidated balance sheets:

The following table summarizes the carrying amounts of VIE's and non-controlling interests assets and liabilities included in the Company’s consolidated balance sheets:

December 31, 2025 December 31, 2024

Cash $ 2,646 $ 10,404

Inventories 183,219 —

Intercompany loan receivable 2,774 930,019

Prepaid expenses and other current assets 81,837 52,190

Total Current Assets 270,476 992,613

Property and equipment, net 79,000 —

Intangible assets, net 149,000 —

Goodwill 96,000 —

Intercompany receivable 3,009,884 —

Security deposit, long-term 18,489 —

Total Assets $ 3,622,849 $ 992,613

Accounts payable and other liabilities $ 90,063 $ 166,681

Deferred revenue 100,000 —

Promissory notes 1,148,738 884,676

Accrued expenses and dividend payable — $ 620,421

Derivative liability - non-controlling redeemable preferred shares — 309,728

Accrued expenses and other liabilities 60,053 —

Intercompany payable 2,910,040 —

Total Liabilities $ 4,308,894 $ 1,051,357

Redeemable non-controlling interest represents the shares of the preferred stock issued by Levo to Stonepeak and Evolve (the "preferred shareholders"), who owned 49 % of Levo common units.

The preferred stock was not mandatorily redeemable or currently redeemable, but it could be redeemable with the passage of time at the election of Levo, the preferred shareholders or a trigger event as defined in the preferred stock agreement.

As a result of the contingent put right available to the preferred shareholders, the redeemable non-controlling interests in Levo are classified as mezzanine equity in the Company’s consolidated balance sheets as mezzanine equity.

The initial carrying value of the redeemable non-controlling interest is reported at the initial proceeds received on issuance date, reduced by the fair value of embedded derivatives resulting in an adjusted initial carrying value.

The adjusted initial carrying value is further adjusted for the accretion of the difference with the redemption price value using the effective interest method.

The accretion amount is a deemed dividend recorded against retained earnings or, in its absence, to additional-paid-in-capital.

The carrying amount of the redeemable non-controlling interest is measured at the higher of the carrying amount adjusted each reporting period for income (or loss) attributable to the non-controlling interest, or the carrying amount adjusted each reporting period by the accretion amount.

See Note 19 for details.

In connection with, and pursuant to Stonepeak and Evolve sale of their combined interest in Levo to the Company ( See Note 1 ), the Company became the 100 % owner of Levo.

As result, the redeemable non-controlling interest, the redeemable preferred stock, including the accumulated unpaid accrued preferred dividends, were cancelled during year ended December 31, 2024.

(d) Non-controlling interests

The Company presents non-controlling interests as a component of equity on its consolidated balance sheets and reports the portion of its earnings or loss for non-controlling interest as net earnings or loss attributable to non-controlling interests in the consolidated statements of operations.

(e) Profits Interests Units (Class D Incentive Units)

Class D Incentive Units are issued by Levo to certain key employees in the form of profits interests within the meaning of the Internal Revenue Service (“Profits Interests”).

Any future distributions under the Profits Interests will only occur once distributions made to all other member units exceed a threshold amount.

The Company performed an analysis of the key features of the Profits Interests to determine whether the nature of the Profits Interests are (a) an equity award which should be accounted for under ASC 718, Compensation – Stock Compensation or (b) a bonus arrangement which should be accounted for under ASC 710, Compensation – General .

Based on the features of the Profits Interests, the awards are considered stock compensation to be accounted for as equity.

Accordingly, compensation expense for the Profits Interests will be recognized over the vesting period of the awards.

NUVVE HOLDING CORP.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

In connection with, and pursuant to Stonepeak and Evolve's sale of their combined interest in Levo to the Company on October 15, 2024, the Company became the 100 % owner of Levo.

As result, the Class D Incentive Units were cancelled.

(f) Emerging Growth Company

Section 102(b)(1) of the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”) permits emerging growth companies (“EGC”) to delay adoption of new or revised financial accounting standards that do not yet apply to private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act).

The Company qualifies as an EGC.

The JOBS Act provides that an EGC can elect to opt-out of the extended transition period and comply with the requirements that apply to non-EGCs, but any such election to opt-out is irrevocable.

The Company has elected not to opt-out of such an extended transition period, which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an EGC, can adopt the new or revised standard at the time private companies adopt the new or revised standard.

This different adoption timing may make a comparison of the Company’s financial statements with another public company which is neither an EGC nor an EGC that has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.

(g) Use of Estimates

(d) Use of Estimates

The preparation of financial statements in conformity with U.S.

GAAP requires management to make estimates and assumptions that may affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period.

Significant estimates and assumptions made by management include the impairment of intangible assets, the net realizable value of inventory, the fair value of share-based payments, lease incremental borrowing rate, derivative liability associated with redeemable preferred shares, revenue recognition, the fair value of warrants, annual bonus accrual, and the recognition and disclosure of contingent liabilities.

Significant estimates and assumptions made by management include the impairment of intangible assets, the net realizable value of inventory, the fair value of share-based payments, lease incremental borrowing rate, revenue recognition, the fair value of warrants, fair value of convertible notes, the fair value of the assets acquired and liabilities assumed in acquisitions, annual bonus accrual, and the recognition and disclosure of contingent liabilities.

Management evaluates its estimates on an ongoing basis.

4 unchanged sentences

If a warrant meets both conditions for equity classification, the warrant is initially recorded in additional paid-in capital on the consolidated balance sheets, and the amount initially recorded is not subsequently remeasured at fair value.

(i) Foreign Currency Matters

For Nuvve Corp., Nuvve SaS, and Nuvve LTD, the functional currency is the U.S.

NUVVE HOLDING CORP.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

(f) Foreign Currency Matters

For Nuvve Corp., Nuvve SaS, Nuvve Japan Corporation, and Nuvve LTD, the functional currency is the U.S.

All local foreign currency asset and liability amounts are remeasured into U.S.

9 unchanged sentences

Foreign currency translation adjustments are included in other comprehensive income in the consolidated statements of operations and comprehensive loss.

NUVVE HOLDING CORP.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

(j) Cash and Restricted Cash

(g) Cash and Restricted Cash

The Company maintains cash balances that can, at times, exceed amounts insured by the Federal Deposit Insurance Corporation, which is up to $250,000.

1 unchanged sentence

In connection with a new office lease agreement, the Company was required to provide irrevocable, unconditional letter of credit to the landlord upon execution of the lease.

The total amount securing the letter of credit and recorded as restricted cash as of December 31, 2024 and December 31, 2023 was $ 320,000 and $ 480,000 , respectively.

(k) Accounts Receivable

The total amount securing the letter of credit and recorded as restricted cash as of December 31, 2025 and December 31, 2024 was $ 320,000 .

(h) Accounts Receivable

Accounts receivable consist primarily of payments due from customers under the Company’s contracts with customers.

3 unchanged sentences

See Note 6 for details.

(l) Concentrations of Credit Risk

(i) Concentrations of Credit Risk

At December 31, 2025 and 2024, the financial instruments which potentially expose the Company to concentration of credit risk consist of cash in financial institutions (in excess of federally insured limits) and trade receivables.

The Company had certain customers whose revenue individually represented 10% or more of the Company’s total revenue, or whose accounts receivable balances individually represented 10% or more of the Company’s total accounts receivable, as follows:

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

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

During the years ended December 31, 2025 and 2024, the Company's top five customers accounted for approximately 39.5 % and 42.3 %, respectively, o f the Company’s total revenue.

4 unchanged sentences

The trade accounts receivables are generally short-term and all potential credit losses have been appropriately considered in establishing the allowance for doubtful accounts.

(m) Inventories

(j) Inventories

Inventories, consisting primarily of DC chargers, are stated at the lower of cost or net realizable value.

1 unchanged sentence

Cost includes purchased products.

Net realizable value is based on current selling prices less costs of disposal.

Net realizable value is based on current

NUVVE HOLDING CORP.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

selling prices less costs of disposal.

At December 31, 2025, and December 31, 2024, the Company’s inventories consisted solely of finished goods, components parts and carbon credits.

Should demand for the Company’s products prove to be significantly less than anticipated, the ultimate realizable value of the Company’s inventories could be substantially less than the amount shown on the accompanying consolidated balance sheets.

(n) Property and Equipment, Net

(k) Property and Equipment, Net

Property and equipment are carried at cost less accumulated depreciation.

2 unchanged sentences

Upon sale or disposition of assets, any gain or loss is included in the consolidated statement of operations.

(o) Intangible Assets

(l) Intangible Assets

Intangible assets consist of patents which are amortized over the period of estimated benefit using the straight-line method.

No significant residual value is estimated for intangible assets.

NUVVE HOLDING CORP.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

(p) Impairment of Long-Lived Assets

(m) Impairment of Long-Lived Assets

The Company evaluates long-lived assets for impairment, including evaluating the useful lives for amortizing intangible assets, whenever events or changes in circumstances indicate that the carrying value of an asset may not be recoverable.

1 unchanged sentence

There were no such write-downs for the years ended December 31, 2025 and 2024.

(q) Investments in Equity Securities Without Readily Determinable Fair Values

(n) Investments in Equity Securities Without Readily Determinable Fair Values

Investments in equity securities of nonpublic entities without readily determinable fair values are carried at cost minus impairment, if any, plus or minus changes resulting from observable price changes in orderly transactions for the identical or a similar investment of the same issuer.

4 unchanged sentences

Dreev is a nonpublic entity, for which there is no readily determinable fair value.

As of December 31, 2024, and December 31, 2023, the Company’s investment in Dreev was accounted for as an investment in equity securities without a readily determinable fair value.

The Company did not recognize an impairment loss on its investment during the year ended December 31, 2024 or the year ended December 31, 2023.

(r) Employee Savings Plan

As of December 31, 2024, the Company’s investment in Dreev was accounted for as an investment in equity securities without a readily determinable fair value.

The Company did not recognize an impairment loss on its investment during the year ended December 31, 2024.

On October 8, 2025, the Company sold its investment in Dreev.

See Note 5 for details.

(o) Employee Savings Plan

The Company maintains a savings plan on behalf of its employees that qualifies under Section 401(k) of the Internal Revenue Code.

1 unchanged sentence

For the years ended December 31, 2025 and 2024, the Company did not contribute to the savings plan.

(s) Fair Value Measurement

(p) Fair Value Measurement

The Company’s financial instruments consist principally of cash, accounts receivable, accounts payable, accrued expenses, and warrants.

6 unchanged sentences

• Level 1 – Quoted prices in active markets for identical assets or liabilities.

NUVVE HOLDING CORP.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

• Level 2 – Other inputs that are observable directly or indirectly, such as quoted prices for similar assets and liabilities or market corroborated inputs.

• Level 3 – Unobservable inputs are used when little or no market data is available, which requires the Company to develop its own assumptions about how market participants would value the assets or liabilities.

(t) Net Loss Per Share Attributable to Common Stockholders

(q) Net Loss Per Share Attributable to Common Stockholders

The Company’s basic and diluted net loss per share attributable to common stockholders is calculated by dividing the net loss attributable to common stockholders by the weighted-average number of shares of common stock outstanding for the period.

The computation of net loss attributable to common stockholders is computed by deducting net earnings or loss attributable to non-controlling interests, preferred dividends on redeemable non-controlling interest, and accretion on preferred shares on redeemable non-controlling interest from the consolidated net earnings or loss ( Note 14 ).

NUVVE HOLDING CORP.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

(u) Revenue Recognition

(r) Revenue Recognition

The Company recognizes revenue in accordance with the way that depicts the transfer of control of promised products or services to customers in an amount that reflects the consideration to which the Company expects to be entitled in exchange for those products or services.

7 unchanged sentences

• Recognition of revenue when, or as, the Company satisfies a performance obligation.

The Company’s revenue is primarily derived from sales of EV charging stations, school buses, fees for cloud computing services related to providing access to the Company’s GIVe platform, and fees for extended warranty and maintenance services.

The Company’s revenue is primarily derived from sales of EV charging stations, stationary batteries, fees for cloud computing services related to providing access to the Company’s GIVe platform, and fees for extended warranty and maintenance services.

The Company also has performed certain software development services and received government grants.

5 unchanged sentences

As payments are received, the difference between the total payment and the amortized value of the receivable is recorded to interest income in Other income (expense) in the consolidated statements of operations using the effective yield method.

Products – The Company sells EV charging stations either on a standalone basis or together with services such as access to the GIVe platform, extended warranty and maintenance services.

1) The Company sells EV charging stations either on a standalone basis or together with services such as access to the GIVe platform, extended warranty and maintenance services.

When the sale of charging station is a distinct performance obligation, revenue is recognized upon delivery.

For other customer contracts, the charging stations are sold as part of a solution and are not distinct from the services, and revenue from the charging station is recognized upon completion of installation and commissioning of the equipment.

2) The Company sells and deploys stationary batteries either on a standalone basis or together with services such as access to the GIVe platform, extended warranty, energy management and maintenance services.

When the sale of stationary battery is a distinct performance obligation, revenue is recognized upon delivery.

For other customer contracts, the stationary batteries are

NUVVE HOLDING CORP.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

sold as part of a solution, and revenue from the stationary battery is recognized upon completion of installation and commissioning of the stationary batteries deployment.

Services – Specific contracts contain licenses to the software that provides the V2G functionality for one - to twelve-year contract periods through access to the Company’s software as a service GIVe platform application.

2 unchanged sentences

Thus, access to the GIVe application represents a series of distinct services that are substantially the same and have the same pattern of transfer to the customer, and the Company has determined that for GIVe SaaS revenue, the best indicator for the transfer of control is the passage of time.

The payment terms for some of the Company’s service contracts include revenue sharing arrangements whereby the Company is entitled to the right to receive a portion of the revenue generated by the customer selling energy through the GIVe platform or from carbon credits received as a result of the customer using the GIVe platform.

The payment terms for some of the Company’s service contracts include revenue sharing arrangements whereby the Company is entitled to the right to receive a portion of the revenue generated by the customer selling energy through the GIVe platform, providing energy management services, or from carbon credits received as a result of the customer using the GIVe platform.

Revenue is recognized as it is received.

3 unchanged sentences

If it is probable that a significant reversal of cumulative revenue would not occur, the associated milestone value is included in the transaction price.

The Company applies judgment in evaluating factors such as the scientific, regulatory,

NUVVE HOLDING CORP.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

commercial, and other risks that must be overcome to achieve a particular milestone in making this assessment.

The Company applies judgment in evaluating factors such as the scientific, regulatory, commercial, and other risks that must be overcome to achieve a particular milestone in making this assessment.

At the end of each subsequent reporting period, the Company reevaluates the probability of achievement of all milestones subject to constraint and, if necessary, adjusts its estimate of the overall transaction price.

13 unchanged sentences

Additionally, the Company has concluded these government grants meet the definition of a contribution and are non-reciprocal transactions.

however, ASC Subtopic 958-605, Not-for-Profit-Entities-Revenue Recognition, does not apply, as the Company is a business entity, and the grants are with a governmental agency.

Revenues from each grant are based upon internal costs incurred that are specifically covered by the grant.

1 unchanged sentence

The Company believes this policy is consistent with the overarching premise in ASC 606, to ensure that it recognizes revenues to reflect the transfer of promised goods or services to customers in an amount that reflects the consideration to which it expects to be entitled in exchange for those goods or services, even though there is no “exchange” as defined in the ASC.

The Company believes the recognition of revenue as costs are incurred and amounts become earned/realizable is analogous to the concept of transfer of control of a service over time under ASC 606.

The Company believes the recognition of revenue as costs

NUVVE HOLDING CORP.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

are incurred and amounts become earned/realizable is analogous to the concept of transfer of control of a service over time under ASC 606.

The Company considers contract modifications to exist when the modification either creates new or makes changes to the existing enforceable rights and obligations.

3 unchanged sentences

The Company’s contract liabilities consist solely of deferred revenue related to amounts billed or received in advance of services or products delivered.

(v) Cost of Revenue

(s) Cost of Revenue

Cost of revenue consists primarily of costs of material, including hardware and software costs, and costs of providing services, including employee compensation and other costs associated with supporting these functions.

Cost of revenue does not include depreciation and amortization costs.

NUVVE HOLDING CORP.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

(w) Contract Costs

(t) Contract Costs

Under ASC Subtopic 340-40, Other Assets and Deferred Costs—Contracts with Customers (“ASC 340-40”), the Company defers all incremental costs, including commissions, and costs incurred to obtain or to perform contracts, and amortizes these costs over the expected period of benefit which is generally the life of the contract.

The Company evaluated incremental contract costs for contracts in place as of December 31, 2025, and December 31, 2024 and determined that these costs are recoverable.

(x) Income Taxes

(u) Income Taxes

The Company accounts for income taxes under the asset and liability method in accordance with ASC Topic 740, Income Taxes, (“ASC 740”), under which it recognizes deferred income taxes, net of valuation allowances, for net operating losses, tax credit carryforwards, and the estimated future tax effects of temporary differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases.

8 unchanged sentences

The Company considers many factors when evaluating and estimating its tax positions and tax benefits, which may require periodic adjustments.

(y) Research and Development

(v) Research and Development

The Company expenses research and development costs as incurred.

1 unchanged sentence

Certain research and development costs are related to performance on grant contracts.

(z) Share-Based Compensation

NUVVE HOLDING CORP.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

(w) Share-Based Compensation

The Company accounts for all share-based compensations costs granted to employees and non-employees under the method prescribed by ASC 718-10, Stock Compensation ( Note 12 ).

9 unchanged sentences

The Company's lease agreements do not contain any material residual value guarantees or material restrictive covenants.

NUVVE HOLDING CORP.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

Right-of-use lease assets represent the Company's right to use an underlying asset for the lease term and lease liabilities represent the Company's obligation to make lease payments arising from the lease.

5 unchanged sentences

The Company has lease agreements with lease and non-lease components, which are combined for certain assets classes.

(ab) Recently adopted accounting pronouncements

In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280) Improvements to Reportable Segment Disclosures .

ASU 2023-07 requires disclosure of significant segment expenses that are regularly provided to the chief operating decision maker (“CODM”) and included within each reported measure of segment profit or loss, an amount and description of its composition for other segment items to reconcile to segment profit or loss, and the title and position of the Company’s CODM.

The amendments in this update also provide new segment disclosure requirements for entities with a single reportable segment, and expand the interim segment disclosure requirements.

ASU 2023-07 is effective for the fiscal year ended December 31, 2024.

Early adoption is permitted and the amendments in this update are required to be applied on a retrospective basis.

The Company adopted the guidance effective for the fiscal year ended December 31, 2024.

The adoption of the guidance did not have a material impact on the consolidated financial statements.

See Note 20 for disclosure.

(ac) Recently issued accounting pronouncements not yet adopted

In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740) Improvements to Income Tax Disclosures .

(y) Recently adopted accounting pronouncements

In December 2023, the Financial Accounting Standards Board (“FASB”) issued ASU 2023-09, Income Taxes (Topic 740) Improvements to Income Tax Disclosures .

ASU 2023-09 requires disclosure of disaggregated income taxes paid in both U.S.

and foreign jurisdictions, prescribes standard categories for the components of the effective tax rate reconciliation and modifies other income tax-related disclosures.

ASU 2023-09 is effective for the Company’s annual year ending December 31, 2025.

The Company adopted the guidance effective for the fiscal year ended December 31, 2025 on a prospective basis.

The adoption of the guidance did not have a material impact on the consolidated financial statements.

See Note 13 for disclosure.

(z) Recently issued accounting pronouncements not yet adopted

In December 2025, the FASB issued ASU 2025-11, Narrow Scope Improvements .

ASU 2025-11 clarifies the interim reporting requirements by improving navigability of Topic 270 and more clearly specifying what disclosures are required in an interim reporting period.

The new guidance (i) specifies the form and content choices for interim financial statements and accompanying notes;

(ii) adds a comprehensive list of required interim disclosures from numerous Codification Topics to Topic 270;

and (iii) introduces a disclosure principle that requires disclosure of events since the end of the previous annual reporting period that materially affect the entity.

ASU 2025-11 is effective for interim reporting periods within annual reporting periods beginning after December 15, 2027.

Early adoption is permitted.

The Company is currently evaluating the impact of the adoption on its financial statement disclosures.

In December 2025, the FASB issued ASU 2025-10, Accounting for Government Grants Received by Business Entities.

ASU 2025-10 establishes guidance on the recognition, measurement, and presentation of government grants received by business entities.

The new guidance leverages the principles in the accounting framework for government assistance in IFRS, specifically IAS 20, Accounting for Government Grants and Disclosure of Government Assistance;

makes certain targeted improvements;

and modifies certain of the existing disclosure requirements in ASC 832, Government Assistance.

ASU 2025-10 is effective for public business entities in annual periods beginning after December 15, 2028 (including interim periods within) and one year later for all other entities.

Early adoption is permitted.

The guidance can be applied on a modified prospective

NUVVE HOLDING CORP.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

basis, a modified retrospective basis, or a full retrospective basis.

The Company is currently evaluating the impact of the adoption on its financial statement disclosures.

In September 2025, the FASB issued ASU 2025-06, Intangibles—Goodwill and Other—Internal-Use Software Targeted Improvements to the Accounting for Internal-Use Software.

ASU 2025-06 clarifies the threshold for capitalizing internal-use software costs to be based on when (i) management has authorized and committed to funding the software project and (ii) it is probable that the project will be completed and the software will be used to perform the function intended.

ASU 2025-06 is effective for the Company’s fiscal year ending December 31, 2028.

Early adoption is permitted and the amendments in this update should be applied on a prospective basis, though retrospective adoption is permitted.

The Company is currently evaluating the impact of this guidance on its consolidated financial statements.

Early adoption is permitted and the amendments in this update may be applied on a prospective, retrospective or modified basis.

The Company is currently evaluating the impact of this guidance.

In November 2024, the FASB issued ASU 2024-03, Disaggregation of Income Statement Expenses .

8 unchanged sentences

The guidance also requires a PBE to disclose the total amount of selling expenses and, in annual reporting periods, an entity's definition of selling expenses.

Effective for annual periods beginning after December 15, 2026, and for interim periods beginning after December 15, 2027.

Additionally, in January 2025, the FASB further issued ASU 2025-01 to clarify the effective date of ASU 2024-03.

ASU 2024-03 is effective for annual periods beginning after December 15, 2026, and for interim periods beginning after December 15, 2027.

Early adoption is permitted.

15 unchanged sentences

__________________

(1) Amount includes $ 848,929 of management fees earned related to Fresno EV infrastructure project management.

The aggregate amount of revenue for the Company’s existing contracts with customers as of December 31, 2024 expected to be re cognized in the future, and classified as deferred revenue on the consolidated balance sheet for year ended December 31, is as follows (this disclosure does not include revenue related to contracts whose original expected duration is one year or less):

(1) December 31, 2025 and December 31, 2024 a mounts include $ 141,176 and $ 848,929 , respectively, of management fees earned related to Fresno EV infrastructure project management which is fully reflected in the provision for credit losses.

The aggregate amount of revenue for the Company’s existing contracts with customers as of December 31, 2025 expected to be recognized in the future, and classified as deferred revenue on the consolidated balance sheet for year ended December 31, is as follows (this disclosure does not include revenue related to contracts whose original expected duration is one year or less):

2026 $ 1,022,453

6 unchanged sentences

United States $ 4,519,052 $ 4,979,722

United Kingdom — 33,047

Denmark 180,423 306,507

Japan 94,467 —

$ 4,793,942 $ 5,286,229

11 unchanged sentences

Inputs Total at December 31,

2024 Total Gains (Losses) For The Year Ended December 31, 2024

2025 Total Gains (Losses) For The For The Year Ended December 31, 2025

Recurring fair value measurements

Private warrants - February 2020 $ — $ — $ — $ — $ —

2022 July Institutional/Accredited Investor Warrants $ — $ — $ — $ — $ 4,621

2024 February Institutional/Accredited Investor warrants $ — $ — $ — $ — $ 291,566

3 unchanged sentences

2024 December Institutional/Accredited Investor Warrants $ — $ — $ — $ — $ 109,337

Derivative liability - non-controlling redeemable preferred shares $ — $ — $ — $ — $ ( 3,626 )

2025 March Institutional/Accredited Investor Warrants $ — $ — $ — $ — $ 106,544

2025 April Institutional/Accredited Investor Warrants $ — $ — $ — $ — $ 31,683

2025 May Institutional/Accredited Investor Warrants $ — $ — $ 11,272 $ 11,272 $ 129,610

Senior Convertible Notes - May 2025 $ — $ — $ — $ — $ 1,078,729

2025 September Institutional/Accredited Investor Warrants $ — $ — $ 2,862 $ 2,862 $ ( 2,862 )

Senior Convertible Notes - September 2025 $ — $ — $ 112,302 $ 112,302 $ —

2025 November Institutional/Accredited Investor Warrants $ — $ — $ 12,311 $ 12,311 $ ( 12,311 )

Senior Convertible Notes - November 2025 $ — $ — $ 281,185 $ 281,185 $ —

2025 December 17 and 26 Institutional/Accredited Investor Warrants $ — $ — $ 9,848 $ 9,848 $ ( 9,848 )

Senior Convertible Notes - December 17 and 26 2025 $ — $ — $ 222,691 $ 222,691 $ —

2025 December 30 Institutional/Accredited Investor Warrants and AIR $ — $ — $ 436,327 $ 436,327 $ —

Total recurring fair value measurements $ — $ — $ 1,090,202 $ 1,090,202 $ 799,925

6 unchanged sentences

Recurring fair value measurements

Private warrants - February 2020 $ — $ — $ — $ — $ 2,000

2022 July Institutional/Accredited Investor Warrants $ — $ — $ — $ — $ 4,621

2024 February Institutional/Accredited Investor Warrants $ — $ — $ 291,566 $ 291,566 $ 3,500,751

2024 October Institutional/Accredited Investor Warrants $ — $ — $ 292,234 $ 292,234 $ 143,277

Senior Convertible Notes - October 2024 $ — $ — $ 2,475,162 $ 2,475,162 $ 444,656

Additional Investment Rights - October 2024 $ — $ — $ 5,950 $ 5,950 $ 13,721

2024 December Institutional/Accredited Investor Warrants $ — $ — $ 109,337 $ 109,337 $ —

Derivative liability - non-controlling redeemable preferred shares $ — $ — $ — $ — $ ( 3,626 )

Total recurring fair value measurements $ — $ — $ 3,174,249 $ 3,174,249 $ 4,103,400

The following is a reconciliation of the opening and closing balances for the liabilities related to the private warrants ( Note 12 ) and derivative liability - non-controlling redeemable preferred shares measured at fair value on a recurring basis using significant unobservable inputs (Level 3) during the year ended December 31, 2024:

Private Warrants - February 2020 2022 July Institutional/Accredited Investor Warrants 2024 February Institutional/Accredited Investor Warrants 2024 October Institutional/Accredited Investor Warrants Senior Convertible Notes - October 2024 Additional Investment Rights - October 2024 2024 December Institutional/Accredited Investor Warrants Non-controlling redeemable preferred shares - derivative liability

The following is a reconciliation of the opening and closing balances for the liabilities related to the private warrants ( Note 11 ) measured at fair value on a recurring basis using significant unobservable inputs (Level 3) during the year ended December 31, 2025:

NUVVE HOLDING CORP.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

2024 February Institutional/Accredited Investor Warrants 2024 October Institutional/Accredited Investor Warrants Senior Convertible Notes - October 2024 Additional Investment Rights - October 2024 2024 December Institutional/Accredited Investor Warrants 2025 March Institutional/Accredited Investor Warrants Senior Convertible Notes - March 2025 2025 April Institutional/Accredited Investor Warrants 2025 May Institutional/Accredited Investor Warrants Senior Convertible Notes - May 2025 2025 September Institutional/Accredited Investor Warrants Senior Convertible Notes - September 2025 2025 November Institutional/Accredited Investor Warrants Senior Convertible Notes - November 2025 2025 December 17 and 26 Institutional/Accredited Investor Warrants Senior Convertible Notes - December 17 and 26 2025 2025 December 30 Institutional/Accredited Investor Warrants and AIR

Balance at December 31, 2024 $ 291,566 $ 292,234 $ 2,475,162 $ 5,950 $ 109,337 $ — $ — $ — $ — $ — $ — $ — $ — $ — $ — $ — $ —

Initial fair value — — — — — 106,544 1,393,456 31,683 140,882 2,135,181 — 112,302 — 281,185 — 222,691 436,327

Cancelled - non-controlling redeemable preferred shares — — — — — — — ( 313,354 )

Conversion of Convertible Notes — — ( 3,694,467 ) — — — ( 1,393,456 ) — — ( 1,056,452 ) — — — — — — —

Total (gains) losses for period included in earnings ( 291,566 ) ( 290,831 ) 1,219,305 ( 5,950 ) ( 109,337 ) ( 106,544 ) — ( 31,683 ) ( 129,610 ) ( 1,078,729 ) 2,862 — 12,311 — 9,848 — —

Balance at December 31, 2025 $ — $ 1,403 $ — $ — $ — $ — $ — $ — $ 11,272 $ — $ 2,862 $ 112,302 $ 12,311 $ 281,185 $ 9,848 $ 222,691 $ 436,327

The fair value of the level 3 Private Warrants was estimated at December 31, 2023 using the Black-Scholes model which used the following inputs:

term of 2.2 years, risk free rate of 4.18 %, no dividends, volatility of 60.0 %, and strike price of $ 4,600.00 .

NUVVE HOLDING CORP.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

The fair value of the level 3 2022 July Institutional/Accredited Investor Warrants was estimated at December 31, 2024 using the Black-Scholes model which used the following inputs:

term of 3.00 years, risk free rate of 4.47 %, no dividends, volatility of 57.0 %, common stock price of $ 124.80 and strike price of $ 60,000.00 .

The fair value of the level 3 2022 July Institutional/Accredited Investor Warrants was estimated at December 31, 2023 using the Black-Scholes model which used the following inputs:

The fair value of the level 3 2024 February Institutional/Accredited Investor Warrants was estimated at December 31, 2025 using the Black-Scholes model which used the following inputs:

term of 3.09 years , risk free rate of 3.56 %, no dividends, volatility of 83.0 %, common stock price of $ 2.54 , and strike price of $ 800.00 .

3 unchanged sentences

term of 3.83 years , risk free rate of 3.50 %, no dividends, volatility of 47.9 %, common stock price of $ 2.54 , and strike price of $ 151.20 .

The fair value of the level 3 2024 October Institutional/Accredited Investor Warrants was estimated at December 31, 2024 using the M onte Carlo Simulation model which used the following inputs:

term of 4.80 years , risk free rate of 4.20 %, no dividends, volatility of 49.6 %, common stock price of $ 124.80 , and strike price of $ 151.20 .

The fair value of the level 3 Senior Convertible Notes - October 2024 was estimated at December 31, 2025 using the M onte Carlo Simulation model which used the following inputs:

term of 0.00 years, risk free rate of 3.50 % , no dividends, volatility of 47.9 % , common stock price of $ 2.54 , and strike price of $ 136.08 .

The fair value of the level 3 Senior Convertible Notes - October 2024 was estimated at December 31, 2024 using the M onte Carlo Simulation model which used the following inputs:

term of 1.33 years, risk free rate of 4.20 % , no dividends, volatility of 49.6 % , common stock price of $ 124.80 , and strike price of $ 136.08 .

The fair value of the level 3 Additional Investment Rights - October 2024 was estimated at December 31, 2025 using the M onte Carlo Simulation model which used the following inputs:

term of 0.00 years, risk free rate of 3.50 % , no dividends, volatility of 47.9 % , common stock price of $ 2.54 , and strike price of $ 136.08 .

The fair value of the level 3 Additional Investment Rights - October 2024 was estimated at December 31, 2024 using the M onte Carlo Simulation model which used the following inputs:

term of 1.33 years, risk free rate of 4.20 % , no dividends, volatility of 49.6 % , common stock price of $ 124.80 , and strike price of $ 136.08 .

The fair value of the level 3 2024 December Institutional/Accredited Investor Warrants was estimated at December 31, 2025 using the Black-Scholes model which used the following inputs:

term of 0.00 years , risk free rate of 3.50 %, no dividends, volatility of 47.9 %, common stock price of $ 2.54 , and strike price of $ 136.08 .

The fair value of the level 3 derivative liability - non-controlling redeemable preferred shares are estimated at December 31, 2023 using the M onte Carlo Simulation model which used the following inputs:

terms range from 0.6 years to 7.0 years, risk free rate of 3.87 %, no dividends, volatility of 79.0 % and probability of redemptions triggered of 75.0 %.

There were no transfers between Level 1 and Level 2 of the fair value hierarchy in 2024 and 2023.

Cash, accounts receivable, accounts payable, and accrued expenses are generally carried on the cost basis, which management believes approximates fair value due to the short-term maturity of these instruments.

Note 5 - Derivative Liability - Non-Controlling Redeemable Preferred Stock

The Company had determined that the redemption features embedded in the non-controlling redeemable preferred stock of Levo is required to be accounted for separately from the redeemable preferred stock as a derivative liability.

Separation of the redemption features as a derivative liability is required because its economic characteristics and risks of the redemption features are considered more akin to a debt instrument, and therefore, not considered to be clearly and closely related to the economic characteristics and risks of the redeemable preferred stock host instrument.

The economic characteristics of the redemption features are considered more akin to debt instrument because the minimum redemption value could be greater than the face amount of the preferred stock, the redemption features are contingently exercisable, and the preferred stock carry a fixed mandatory dividend.

Accordingly, the Company had recorded an embedded derivative liability representing the estimated fair value of the right of the holders to exercise their redemption option upon the occurrence of a redemption event.

The embedded derivative liability is adjusted to reflect fair value at each period end with changes in fair value recorded in the “ Change in fair value of derivative liability ” financial statement line item of the Company’s consolidated statements of operations .

For additional information on the non-controlling redeemable preferred stock, see Note 19 .

The following table displays the fair value of derivatives by balance sheet line item:

NUVVE HOLDING CORP.

1 unchanged sentence

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

The fair value of the level 3 2024 December Institutional/Accredited Investor Warrants was estimated at December 31, 2024 using the Black-Scholes model which used the following inputs:

term of 5.00 years , risk free rate of 4.33 %, no dividends, volatility of 85.0 %, common stock price of $ 124.80 , and strike price of $ 130.28 .

The fair value of the level 3 2025 March Institutional/Accredited Investor Warrants was estimated at December 31, 2025 using the M onte Carlo Simulation model which used the following inputs:

term of 4.43 years , risk free rate of 3.70 %, no dividends, volatility of 46.6 %, common stock price of $ 9.60 , and strike price of $ 29.60 .

The fair value of the level 3 2025 April Institutional/Accredited Investor Warrants was estimated at December 31, 2025 using the M onte Carlo Simulation model which used the following inputs:

term of 4.58 years , risk free rate of 3.70 %, no dividends, volatility of 46.6 %, common stock price of $ 9.60 , and strike price of $ 29.60 .

The fair value of the level 3 2025 May Institutional/Accredited Investor Warrants was estimated at December 31, 2025 using the M onte Carlo Simulation model which used the following inputs:

term of 4.42 years , risk free rate of 3.50 %, no dividends, volatility of 47.9 %, common stock price of $ 2.54 , and strike price of $ 29.60 .

The fair value of the level 3 Senior Convertible Notes - May 2025 was estimated at December 31, 2025 using the M onte Carlo Simulation model which used the following inputs:

term of 1.18 years risk free rate of 3.70 % , no dividends, volatility of 46.6 % , common stock price of $ 2.54 , and strike price of $ 29.60 .

The fair value of the level 3 2025 September Institutional/Accredited Investor Warrants was estimated at December 31, 2025 using the M onte Carlo Simulation model which used the following inputs:

term of 4.69 years , risk free rate of 3.50 %, no dividends, volatility of 47.9 %, common stock price of $ 2.54 , and strike price of $ 6.80

The fair value of the level 3 Senior Convertible Notes - September 2025 was estimated at December 31, 2025 using the M onte Carlo Simulation model which used the following inputs:

term of 1.21 years risk free rate of 3.50 % , no dividends, volatility of 47.9 % , common stock price of $ 2.54 , and strike price of $ 6.80 .

The fair value of the level 3 2025 November Institutional/Accredited Investor Warrants was estimated at December 31, 2025 using the M onte Carlo Simulation model which used the following inputs:

term of 4.83 years , risk free rate of 3.50 %, no dividends, volatility of 46.4 %, common stock price of $ 2.54 , and strike price of $ 5.54 .

The fair value of the level 3 Senior Convertible Notes - November 2025 was estimated at December 31, 2025 using the M onte Carlo Simulation model which used the following inputs:

term of 1.52 years risk free rate of 3.50 % , no dividends, volatility of 46.4 % , common stock price of $ 2.54 , and strike price of $ 5.54 .

The fair value of the level 3 2025 December 17 and 26 Institutional/Accredited Investor Warrants was estimated at December 31, 2025 using the M onte Carlo Simulation model which used the following inputs:

term of 4.85 years , risk free rate of 3.50 %, no dividends, volatility of 46.4 %, common stock price of $ 2.54 , and strike price of $ 3.88 .

The fair value of the level 3 Senior Convertible Notes - December 2025 17 and 26 was estimated at December 31, 2025 using the M onte Carlo Simulation model which used the following inputs:

term of 1.52 years risk free rate of 3.50 % , no dividends, volatility of 46.4 % , common stock price of $ 2.54 , and strike price of $ 3.88 .

The fair value of the level 3 2025 December 30 Institutional/Accredited Investor Warrants and AIR was estimated at December 31, 2025 using the M onte Carlo Simulation model which used the following inputs:

term of 5.00 years , risk free rate of 4.20 %, no dividends, volatility of 53.0 %, common stock price of $ 2.54 , and strike price of $ 3.55 .

Other Debt Obligations

The following outstanding debt obligations are reflected in the Company's consolidated balance sheet at carrying value since the Company did not elect to remeasure the debt obligations to fair value at the end of each reporting period.

The carrying values of these debt obligations approximate fair value due to the short-term maturity of these debt obligations.

December 31, 2025 December 31, 2024

Other long term liabilities:

Derivative liability - non-controlling redeemable preferred shares $ — $ 309,728

The fair value balance of the level 3 derivative liability - non-controlling redeemable preferred shares was written-off as the preferred shares were cancelled as of December 31, 2024 as a result of the Company becoming the 100 % owner of Levo ( See Note 1 ).

Fair Value Carrying Value Fair Value Carrying Value

Term loan $ — $ — $ 1,445,345 $ 1,445,345

Promissory Notes - August 16, 2024 $ 564,446 $ 564,446 $ 884,676 $ 884,676

Promissory Notes - August 27, 2024 $ — $ — $ 516,818 $ 516,818

Senior Convertible Notes - December 2024 $ — $ — $ 250,000 $ 250,000

Senior Convertible Notes - September 2025 $ 112,302 $ 112,302 $ — $ —

Senior Convertible Notes - November 2025 $ 281,186 $ 281,186 $ — $ —

Senior Convertible Notes - December 2025 $ 222,691 $ 222,691 $ — $ —

Promissory Notes - Fermata Energy II LLC $ 584,292 $ 584,292 $ — $ —

NUVVE HOLDING CORP.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

There were no transfers between Level 1 and Level 2 of the fair value hierarchy in 2025 and 2024.

Note 5 – Investments

1 unchanged sentence

The Company has a consulting services agreement with Dreev related to software development and operations.

The consulting services were zero and $ 43,399 fo r the years ended December 31, 2024 and December 31, 2023, respectively.

The consulting services are being provided to Dreev at the Company’s cost and is recognized as other income, net in the consolidated statements of operations.

The consulting services were zero fo r the years ended December 31, 2025 and December 31, 2024, respectively.

The consulting services if any, are being provided to Dreev at the Company’s cost and is recognized as other income, net in the consolidated statements of operations.

In exchange, EDF agreed to pay the Company a lump sum payment of $ 915,165 resulting in a gain of $ 244,214 recorded in other income in the consolidated statement of operations.

Note 6 – Account Receivables, Net

6 unchanged sentences

Balance December 31, 2023

$ ( 382,598 )

Provision ( 41,082 )

Recoveries 108,057

Balance December 31, 2024

1 unchanged sentence

Provision (1) ( 990,997 )

Recoveries 108,057

Balance December 31, 2025

$ ( 1,306,620 )

__________________

(1) $ 990,105 of the total amount is related to prior recognized management fees earned in the Fresno EV infrastructure project management.

Note 7 – Inventories

5 unchanged sentences

Total $ 800,819 $ 4,591,902

During the fourth quarter of 2025, the Company determined that certain 125 kW V2G DC Chargers held in inventory and purchased from its former third party supplier were not conforming to the Company’s commercial product reliability standards and they would no longer be offered for sale domestically.

Given the commercial reliability issues with those DC chargers, the Company 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.

The impaired DC Chargers were subsequently transferred to property, plant, and equipment at zero carrying value to be used in the future to support the Company's business development efforts in Taiwan.

Since 2022 the Company has been partnering with e-Formula Technologies,

NUVVE HOLDING CORP.

1 unchanged sentence

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

Inc., a Taiwanese corporation ("e-Formula") to advance V2G deployments throughout Taiwan.

e-Formula is a system integration expert that develops the latest energy management technology to optimize the way enterprises consume energy and further reduce carbon emissions.

The Company's first joint project with e-Formula is to develop and construct the first EV V2G Hub in the Hsinchu metro area and thereby enhance the Taiwan power grid resilience by deploying microgrids, rather than relying on major grids for electricity supply.

The Company intends to utilize the 125 kW V2G DC Chargers for R&D activities with e-formula and Universities throughout Taiwan to enhance the Company's brand recognition and to accelerate the commercialization of V2G throughout Taiwan and Japan.

The Company has experience leading R&D projects in North America to advance its business strategies and will deploy similar efforts in Taiwan using the 125 kW V2G Chargers hardware it transferred from North America to Taiwan.

Note 8 – Property, Plant and Equipment

12 unchanged sentences

(1) Represents DC Chargers temporary loaned out to customers while their DC Chargers are being repaired.

Note 10 – Intangible Assets

At both December 31, 2024 and 2023, the Company had recorded a gross intangible asset balance of $ 2,091,556 , which is related to patent and intangible property rights acquired.

Amortization expense of intangible assets were $ 139,437 for each of the years ended December 31, 2024 and 2023.

Note 9 – Intangible Assets and Goodwill

Intangible Assets

At both December 31, 2025 and 2024, the Company had recorded a gross intangible asset balance of $ 2,240,594 and $ 2,091,556 , respectively, which is related to patent and intangible property rights acquired.

Amortization expense of intangible assets were $ 146,061 and $ 139,437 for the years ended December 31, 2025 and 2024, respectively.

Accumulated amortization totaled $ 1,174,852 and $ 1,028,790 at December 31, 2025 and 2024, respectively.

3 unchanged sentences

Thereafter 347,175

The following table summarizes the Company’s goodwill balance:

December 31, 2025 December 31, 2024

Beginning Balance $ — $ —

Additions - Fermata acquisition 96,000 —

Total $ 96,000 $ —

NUVVE HOLDING CORP.

9 unchanged sentences

Senior Convertible Notes - December 2024(1) — 250,000

Senior Convertible Notes - September 2025 112,302 —

Senior Convertible Notes - November 2025 281,186 —

Senior Convertible Notes - December 2025 222,691 —

Promissory Notes - Fermata Energy II LLC (2) 584,292 —

Total outstanding principal balance 1,764,917 5,572,001

4 unchanged sentences

__________________

(1) Principal balance and interest of $ 483,812 was fully repaid in March 2025.

(2) Principal balance and interest of $ 516,818 was fully repaid in January 2025.

(3) Amount represents the fair value of the convertible notes.

(1) Principal balance and interest of was fully repaid as December 31, 2025.

(2) Related party notes.

(3) Note was repaid in February 2026 but maturity date is August 2027.

Therefore, presented as current liability in consolidated balance sheets.

As of December 31, 2025, the total future maturities of the principal amounts of the debt obligations are as follows:

2026 $ 1,729,743

On August 9, 2024 and November 27, 2024, the Company entered into a Subordinated Business Loan and Security Agreement ("Term Loan") with Agile Lending, LLC, as lender, and Agile Capital Funding, LLC, as collateral agent.

The August 9, 2024 and November 27, 2024 Term Loans are short-term, fixed interest rate obligations.

Principal and interest on the two Term Loans are payable in arrears weekly.

The August 9, 2024 and November 27, 2024 Term Loans are secured by certain of the Company's assets, and were evidenced by a subordinated secured promissory note.

On August 9, 2024, November 27, 2024 and March 31, 2025, the Company entered into a Subordinated Business Loan and Security Agreement ("Term Loans") with Agile Lending, LLC, as lender, and Agile Capital Funding, LLC, as collateral agent.

The August 9, 2024, November 27, 2024 and March 31, 2025 Term Loans are short-term, fixed interest rate obligations.

Principal and interest on the Term Loans are payable in arrears weekly.

The Term Loans are secured by certain of the Company's assets, and were evidenced by a subordinated secured promissory note.

The Term Loan contains customary affirmative and negative covenants.

1 unchanged sentence

Additionally, the Term Loan contains customary default provisions including, but not limited to, failure to pay interest or principal when due.

The Company was in compliance with the Term Loan covenants as of December 31, 2024 .

The following is a summary description of the key terms of the Term Loan:

2 unchanged sentences

Term Loan 11/27/2024 6/27/2025 $ 1,000,000 $ — 2.96 % 153.90 %

Term Loan 3/31/2025 3/31/2026 $ 1,750,000 $ — 2.16 % 112.60 %

Interest expense paid on the Term Loans for the year ended December 31, 2025 was $ 1,240,544 .

There was no interest expense on the Term Loans for the year ended December 31, 2023.

On March 6, 2025, the Company repaid fully the principal balance and interest of $ 483,812 of the August 9, 2024 Term Loan .

Promissory Notes - August 16, 2024

In connection with the formation of Deep Impact (see Note 1 ), Promissory Notes (each a “SPV Promissory Note”) with conversion option were issued to each of Gregory Poilasne and David Robson, the Chief Executive Officer and Chief Financial Officer of the Company (collectively, the “SPV Note Holders”), respectively, in exchange for up to an aggregate of $ 1,500,000 , to further support project costs in exchange for their investment into Deep Impact.

Each SPV Promissory Note was issued with

There was $ 627,929 interest expense on the Term Loans for the year ended December 31, 2024.

As of December 31, 2025, the Company has fully repaid the principal balance and interest of Term Loans .

NUVVE HOLDING CORP.

1 unchanged sentence

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

an original principal amount of $ 750,000 (the “Principal Amount”).

Promissory Notes - August 16, 2024

Each SPV Promissory Note was issued with an original principal amount of $ 750,000 (the “Principal Amount”).

As of December 31, 2025, the Chief Executive Officer and Chief Financial Officer have funded $ 610,500 and $ 230,000 , respectively, of the Promissory Notes.

3 unchanged sentences

Interest expense paid on the SPV Promissory Notes for the year December 31, 2025 was $ 153,228 .

There was no interest expense on the SPV Promissory Notes for the year December 31, 2023.

There was $ 44,176 interest expense on the SPV Promissory Notes for the year December 31, 2024.

As of December 31, 2025, the Company has repaid $ 277,786 of the Chief Executive Officer's principal and interest balance of $ 601,871 of his SPV Promissory Note the through a non-cash exercise of his October 2024 Warrants (see below).

Additionally, in February 2026, the Company repaid the remaining principal balance and interest of the SPV Promissory Notes for a total amount repaid of $ 575,811 .

In February 2025, under the existing SPV Promissory Note agreement, the Company issued promissory notes to each of Gregory Poilasne and David Robson, the Chief Executive Officer and Chief Financial Officer of the Company, respectively, in exchange for an aggregate of $ 266,000 (the "February Promissory Note").

Each February Promissory Note was issued with an original Principal Amount of $ 133,000 in exchange in cash to the Company, for aggregate gross proceeds of $ 266,000 .

Interest expense on the February Promissory Notes for the year ended December 31, 2025 and December 31, 2024 was $ 17,578 and zero , respectively .

On September 24 , 2025 , the Company repaid the principal balance and interest of the February Promissory Notes for a total amount repaid of $ 283,578 pursuant to which the Company transferred and assigned the Company’s right to certain receivable from Switch EV Ltd, a company which Nuvve used to have an investment.

Promissory Notes - August 27, 2024

9 unchanged sentences

The issuance of the Nuvve Promissory Notes was and, upon any conversion of the Nuvve Promissory Notes, the issuances of any conversion shares of common stock issued thereunder will be, exempt from registration under Section 4(a)(2) and/or Rule 506(b) of Regulation D as promulgated by the Securities and Exchange Commission under the Securities Act of 1933, as amended, as transactions by an issuer not involving any public offering.

NUVVE HOLDING CORP.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

The Nuvve Promissory Notes provides that, in the event currently outstanding security interests granted by the Company and its subsidiaries to certain lenders (the “Existing Security Interests”) are released at any time during which the Nuvve Promissory Notes are outstanding, the Company shall grant the Holders a security interest in substantially all of the Company’s assets.

1 unchanged sentence

Interest expense on the Nuvve Promissory Notes for the year ended December 31, 2025 was $ 5,032 .

There was no interest expense paid on the Nuvve Promissory Notes for the year ended December 31, 2023.

There was $ 18,065 interest expense paid on the Nuvve Promissory Notes for the year ended December 31, 2024.

On January 31, 2025 , the Company repaid the principal balance and interest of Nuvve Promissory Notes for a total amount repaid of $ 523,097 .

5 unchanged sentences

The principal amount of the October 2024 Notes issued to Mr.

Poilanse included an original issue

NUVVE HOLDING CORP.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

discount of $ 25,000 , or 10.00 % with a net cash proceed to the Company of $ 225,000 , which was funded on September 30, 2 024.

Poilanse included an original issue discount of $ 25,000 , or 10.00 % with a net cash proceed to the Company of $ 225,000 , which was funded on September 30, 2 024.

The October 2024 Notes have a term of 18 months and bear interest at an effective rate of 8.00 % per annum, and have a maturity date o f March 31, 2026.

2 unchanged sentences

The holders of the October 2024 Notes have the option to convert any outstanding principal and unpaid accrued interest under the October 2024 Notes into shares of the Company’s common stock, at a conversion price of $ 136.08 per share.

The conversion price of the October 2024 Notes is subject to full ratchet antidilution protection, subject to certain price limitations required by Nasdaq rules and regulations and certain exceptions, upon any subsequent transaction at a price lower than the conversion price then in effect and standard adjustments in the event of certain events, such as stock splits, combinations, dividends, distributions, reclassifications, mergers or other corporate changes.

In conjunction with the October 2024 Notes, the Company issued to the investors warrants to purchase an aggregate of 27,557 shares of Common Stock, representing 100.0 % of the shares (the “Warrant Shares”) of Common Stock that each October 2024 Note is convertible into as of the issuance of the October 2024 Notes, at an exercise price of $ 151.20 per share (the “Exercise Price”), which was the most recent closing price of the Common Stock prior to the closing as reported by the Nasdaq Stock Market LLC (“Nasdaq”).

3 unchanged sentences

Under the anti-dilution provisions in the October Notes agreement, existing holders of the October Notes conversion price, and the warrant exercise price adjusted after December 31, 2024 to the lower of a new fixed price $ 105.52 or the variable price based on the average of the five lowest prices over the prior ten trading days prior to the note conversion and warrant exercise.

Additionally, for so long as the October Notes or the Warrants remain outstanding, the investors shall have the right (the “Additional Investment Right”), exercisable at any time and from time to time commencing after the six -month anniversary of the October Notes closing, to purchase up to an aggregate of $ 12,500,000 additional Notes and Warrants (the “Additional Notes” and “Additional Warrants,” respectively).

Additionally, for so long as the October 2024 Notes or the October 2024 Warrants remain outstanding, the investors shall have the right (the “Additional Investment Right”), exercisable at any time and from time to time commencing after the six -month anniversary of the October 2024 Notes closing, to purchase up to an aggregate of $ 12,500,000 additional Notes and Warrants (the “Additional Notes” and “Additional Warrants,” respectively).

The Additional Notes and Additional Warrants shall have the same terms as the October 2024 Notes and Warrants, except that the conversion price of the Additional Notes and the exercise price of the Additional Warrants shall each be equal to 95.00 % of the average of the five lowest daily prices in the ten trading days prior to the date such investor exercises its Additional Investment Right.

The October Notes and warrants are recorded as a liability in the consolidated balance sheet at fair value, with changes in fair value recorded in the consolidated statement of operations.

NUVVE HOLDING CORP.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

The October 2024 Notes and October 2024 Warrants are recorded as a liability in the consolidated balance sheet at fair value, with changes in fair value recorded in the consolidated statement of operations.

See Note 4 for details of changes in fair value recorded in the consolidated statement of operations.

Interest expense on the October 2024 Notes for the year ended December 31, 2025 was $ 63,602 .

Subsequent to December 31, 2024, the accredited investors have converted most of the October Notes to the Company's shares of common stock pursuant to the securities purchase agreement.

Please see Note 21 for details.

Interest expense on the October 2024 Notes for the year ended December 31, 2024 was $ 52,685 .

As of December 31, 2025, the accredited investors had converted all of the October 2024 Notes into 73,280 of the Company's shares of common stock pursuant to the securities purchase agreement.

As of December 31, 2025, the accredited investors had exercised all of the warrants related to the October 2024 Warrants into 188,654 of the Company's shares of common stock pursuant to the securities purchase agreement for total gross proceeds to the Company of $ 1,590,085 .

Senior Convertible Notes - December 2024

3 unchanged sentences

The December 2024 Note is convertible at the option of the December Investor, at any time, in whole or in part, into such number of shares of Common Stock equal to the principal amount of the note outstanding plus all accrued and unpaid interest at a conversion price equal to $ 117.24 per share.

In conjunction with the December Note, the Company issued to the December Investor warrants to purchase an aggregate of 85,287 shares of Common Stock, at an exercise price of $ 3.26 per share.

In conjunction with the December 2024 Note, the Company issued to the December Investor December 2024 Warrant to purchase an aggregate of 2,132 shares of Common Stock, at an exercise price of $ 130.28 per share.

Each of the conversion price of the December 2024 Note and exercise price of the December Warrant is subject to full ratchet antidilution protection, subject to certain price limitations required by Nasdaq rules and regulations and certain exceptions, upon any subsequent transaction at a price lower than the conversion price or exercise price, as applicable, then in effect and standard adjustments in the event of certain events, such as stock splits, combinations, dividends, distributions, reclassifications, mergers or other corporate changes.

Interest expense on the December Note for the year ended December 31, 2025 was $ 31,783 .

Interest expense on the December Note for the year ended December 31, 2024 was zero .

As of December 31, 2025, the accredited investors had converted all of the December 2024 Notes into 4,289 of the Company's shares of common stock pursuant to the securities purchase agreement.

Senior Convertible Notes - March 2025

On March 5, 2025, the Company issued to certain investors (i) an aggregate of $ 1,666,666.67 principal amount senior convertible promissory notes ("March 2025 Convertible Notes"), carrying a 10.00 % original issue discount, convertible into shares of Common Stock, and (ii) accompanying warrants ("March 2025 Warrants") to purchase shares of Common Stock.

The March 2025 Convertible Notes have a term of 18 months with monthly installment payments and bear interest at an effective rate of 8.00 % per annum which automatically increases to 18.00 % per annum in the event of a default.

The March 2025 Convertible Notes is convertible at the option of the investors, at any time, in whole or in part, into such number of shares of Common Stock equal to the principal amount of the note outstanding plus all accrued and unpaid interest at a conversion price equal to $ 80.80 per share.

Each of the conversion price of the March 2025 Convertible Notes and the exercise price of the March 2025 Warrants is subject to full ratchet antidilution protection, subject to certain price limitations required by Nasdaq rules and regulations and certain exceptions, upon any subsequent transaction at a price lower than the conversion price or exercise price, as applicable, then in effect and standard adjustments in the event of certain events, such as stock splits, combinations, dividends, distributions, reclassifications, mergers or other corporate changes.

The March 2025 Warrants are exercisable for up to an aggregate of 100.00 % of the shares of Common Stock that each March 2025 Convertible Note is convertible into as of the issuance date, at an exercise price of $ 80.80 per share, which represents 95.00 % of the average of the five lowest trading prices in the ten trading days prior to the date the investors exercised their additional investment right, as set forth in the purchase agreement.

The March 2025 Convertible Notes and Warrants were recorded as a liability in the consolidated balance sheet at fair value, with changes in fair value recorded in the consolidated statement of operations.

See Note 4 for details of changes in fair value recorded in the consolidated statement of operations.

NUVVE HOLDING CORP.

1 unchanged sentence

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

Interest expense on the March 2025 Convertible Notes for the year ended December 31, 2025 was $ 19,316 .

There was no interest expense paid on the March 2025 Convertible Notes for the year ended December 31, 2024.

As of December 31, 2025, the accredited investors had converted all of the March 2025 Convertible Notes into 55,684 of the Company's shares of common stock pursuant to the securities purchase agreement.

As of December 31, 2025, the accredited investors had exercised all of the warrants related to the March 2025 Convertible Notes into 129,762 of the Company's shares of common stock pursuant to the securities purchase agreement for total gross proceeds to the Company of $ 602,496 .

Senior Convertible Notes - April 2025

On April 28, 2025, the Company issued to certain investors (i) an aggregate of $ 1,444,444.44 principal amount senior convertible promissory notes ("April 2025 Convertible Notes"), carrying a 10.00 % original issue discount, convertible into shares of Common Stock, and (ii) accompanying warrants ("April 2025 Warrants") to purchase shares of Common Stock.

The April 2025 Convertible Notes have a term of 18 months with monthly installment payments and bear interest at an effective rate of 8.00 % per annum which automatically increases to 18.00 % per annum in the event of a default.

The April 2025 Convertible Notes is convertible at the option of the investors, at any time, in whole or in part, into such number of shares of Common Stock equal to the principal amount of the note outstanding plus all accrued and unpaid interest at a conversion price equal to $ 33.044 per share.

The conversion price of the April 2025 Convertible Notes is subject to full ratchet antidilution protection, subject to certain price limitations required by Nasdaq rules and regulations and certain exceptions, upon any subsequent transaction at a price lower than the conversion price then in effect and standard adjustments in the event of certain events, such as stock splits, combinations, dividends, distributions, reclassifications, mergers or other corporate changes.

The April 2025 Warrants are exercisable for up to an aggregate of 100.00 % of the shares of Common Stock that each April 2025 Convertible Note is convertible into as of the issuance date, at an exercise price of $ 33.044 per share, which represents 95.00 % of the average of the five lowest trading prices in the ten trading days prior to the date the investors exercised their additional investment right, as set forth in the purchase agreement.

The exercise price of the April 2025 Warrants is subject to full ratchet antidilution protection, subject to certain price limitations required by Nasdaq rules and regulations and certain exceptions, upon any subsequent transaction at a price lower than the exercise price then in effect and standard adjustments in the event of certain events, such as stock splits, combinations, dividends, distributions, reclassifications, mergers or other corporate changes.

Interest expense on the April 2025 Convertible Notes for year ended December 31, 2025 wa s $ 9,945 , respectively .

There was no interest expense paid on the April 2025 Convertible Notes for the year ended December 31, 2024 .

As of December 31, 2025 , the accredited investors had converted all of the April 2025 Convertible Notes into 50,723 of the Company's shares of common stock pursuant to the securities purchase agreement.

As of December 31, 2025 , the accredited investors had exercised all of the warrants related to the April 2025 Convertible Notes into 131,227 of the Company's shares of common stock pursuant to the securities purchase agreement for total gross proceeds to the Company of $ 696,959 .

Senior Convertible Notes - May 2025

On May 30, 2025, the Company issued to certain investors (i) an aggregate of $ 4,166,666.66 principal amount senior convertible promissory notes ("May 2025 Convertible Notes"), carrying a 10.00 % original issue discount, convertible into shares of Common Stock, and (ii) accompanying warrants ("May 2025 Warrants") to purchase shares of Common Stock.

The May 2025 Convertible Notes have a term of 18 months with monthly installment payments and bear interest at an effective rate of 8.00 % per annum which automatically increases to 18.00 % per annum in the event of a default.

The May 2025 Convertible Notes is convertible at the option of the investors, at any time, in whole or in part, into such number of shares of Common Stock equal to the principal amount of the note outstanding plus all accrued and unpaid interest at a conversion price equal to $ 31.20 per share.

The conversion price of the May 2025 Convertible Notes is subject to full ratchet antidilution protection, subject to certain price limitations required by Nasdaq rules and regulations and certain exceptions, upon any subsequent transaction at a price lower than the conversion price then in effect and standard adjustments in the event of certain events, such as stock splits, combinations, dividends, distributions, reclassifications, mergers or other corporate changes.

The May 2025 Warrants are exercisable for up to an aggregate of 100.00 % of the shares of Common Stock that each May 2025 Convertible Note is convertible into as of the issuance date, at an exercise price of $ 31.20 per share, which represents 95.00 % of the average of the five lowest trading prices in the ten trading days prior to the date the investors exercised their additional investment right, as set forth in the purchase agreement.

The exercise price of the May 2025 Warrants is subject to full ratchet antidilution protection, subject to certain price limitations required by Nasdaq rules and regulations and certain exceptions, upon any subsequent

NUVVE HOLDING CORP.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

transaction at a price lower than the exercise price then in effect and standard adjustments in the event of certain events, such as stock splits, combinations, dividends, distributions, reclassifications, mergers or other corporate changes.

The May 2025 Convertible Notes and Warrants are recorded as a liability in the consolidated balance sheet at fair value, with changes in fair value recorded in the consolidated statement of operations.

See Note 4 for details of changes in fair value recorded in the consolidated statement of operations.

Interest expense on the May 2025 Convertible Notes for the year ended December 31, 2025 was $ 68,655 , respectively .

There was no interest expense paid on the May 2025 Convertible Notes for the year ended year ended December 31, 2024.

As of December 31, 2025 , the accredited investors had converted all of the May 2025 Convertible Notes into 453,173 of the Company's shares of common stock pursuant to the securities purchase agreement.

As of December 31, 2025 , the accredited investors had exercised 527,964 of the outstanding warrants related to the May 2025 Convertible Notes into 527,964 of the Company's shares of common stock pursuant to the securities purchase agreement for total gross proceeds to the Company of $ 1,350,205 .

Senior Convertible Notes - September 2025

On September 10, 2025, the Company issued to certain investors (i) an aggregate of $ 111,111.00 principal amount senior convertible promissory notes ("September 2025 Convertible Notes"), carrying a 10.00 % original issue discount, convertible into shares of Common Stock, and (ii) accompanying warrants ("September 2025 Warrants") to purchase shares of Common Stock.

The September 2025 Convertible Notes have a term of 18 months with monthly installment payments and bear interest at an effective rate of 8.00 % per annum which automatically increases to 18.00 % per annum in the event of a default.

The September 2025 Convertible Notes is convertible at the option of the investors, at any time, in whole or in part, into such number of shares of Common Stock equal to the principal amount of the note outstanding plus all accrued and unpaid interest at a conversion price equal to $ 6.8440 per share.

The conversion price of the September 2025 Convertible Notes is subject to full ratchet antidilution protection, subject to certain price limitations required by Nasdaq rules and regulations and certain exceptions, upon any subsequent transaction at a price lower than the conversion price then in effect and standard adjustments in the event of certain events, such as stock splits, combinations, dividends, distributions, reclassifications, mergers or other corporate changes.

The September 2025 Warrants are exercisable for up to an aggregate of 100.00 % of the shares of Common Stock that each September 2025 Convertible Note is convertible into as of the issuance date, at an exercise price of $ 6.8440 per share, which represents 95.00 % of the average of the five lowest trading prices in the ten trading days prior to the date the investors exercised their additional investment right, as set forth in the purchase agreement.

The exercise price of the September 2025 Warrants is subject to full ratchet antidilution protection, subject to certain price limitations required by Nasdaq rules and regulations and certain exceptions, upon any subsequent transaction at a price lower than the exercise price then in effect and standard adjustments in the event of certain events, such as stock splits, combinations, dividends, distributions, reclassifications, mergers or other corporate changes.

The September 2025 Convertible Notes and Warrants are recorded as a liability in the consolidated balance sheet at fair value, with changes in fair value recorded in the consolidated statement of operations.

See Note 4 for details of changes in fair value recorded in the consolidated statement of operations.

Interest expense on the September 2025 Convertible Notes for year ended December 31, 2025 was $ 3,490 .

There was no interest expense paid on the September 2025 Convertible Notes for the year ended December 31, 2024.

Senior Convertible Notes - November 2025

O n November 17, 2 025, the Company issued to certain investors (i) an aggregate of $ 277,777 principal amount senior convertible promissory notes ("November 2025 Convertible Notes"), carrying a 10.00 % original issue discount, convertible into shares of Common Stock, and (ii) accompanying warrants ("November 2025 Warrants") to purchase shares of Common Stock.

The November 2025 Convertible Notes have a term of 18 months with monthly installment payments and bear interest at an effective rate of 8.00 % per annum which automatically increases to 18.00 % per annum in the event of a default.

The November 2025 Convertible Notes is convertible at the option of the investors, at any time, in whole or in part, into such number of shares of Common Stock equal to the principal amount of the note outstanding plus all accrued and unpaid interest at a conversion price equal to $ 5.536 per share.

The conversion price of the November 2025 Convertible Notes is subject to full ratchet antidilution protection, subject to certain price limitations required by Nasdaq rules and regulations and certain exceptions, upon any subsequent transaction at a price lower than the conversion price then in effect and standard adjustments in the event of certain events, such as stock splits, combinations, dividends, distributions, reclassifications, mergers or other corporate changes.

The November 2025 Warrants are exercisable for up to an aggregate of 100.00 % of the shares of Common Stock that each November 2025 Convertible Note is convertible into as of the issuance date, at an exercise price of $ 5.536 per share, which represents 95.00 % of the average of the five lowest trading prices in the ten trading days prior to the date the investors exercised their additional investment right, as set forth in the purchase agreement.

The exercise price of the November 2025 Warrants is subject to full ratchet antidilution

NUVVE HOLDING CORP.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

protection, subject to certain price limitations required by Nasdaq rules and regulations and certain exceptions, upon any subsequent transaction at a price lower than the exercise price then in effect and standard adjustments in the event of certain events, such as stock splits, combinations, dividends, distributions, reclassifications, mergers or other corporate changes.

The November 2025 Convertible Notes and Warrants are recorded as a liability in the consolidated balance sheet at fair value, with changes in fair value recorded in the consolidated statement of operations.

See Note 4 for details of changes in fair value recorded in the consolidated statement of operations.

Interest expense on the November 2025 Convertible Notes for year ended December 31, 2025 was $ 2,660 .

There was no interest expense paid on the November 2025 Convertible Notes for the year ended December 31, 2024.

Senior Convertible Notes - December 2025

On December 17 and 26, 2025, the Company issued to certain investors (i) an aggregate of $ 222,222.22 principal amount senior convertible promissory notes ("December 2025 Convertible Notes"), carrying a 10.00 % original issue discount, convertible into shares of Common Stock, and (ii) accompanying warrants ("December 2025 Warrants") to purchase shares of Common Stock.

The December 2025 Convertible Notes have a term of 18 months with monthly installment payments and bear interest at an effective rate of 8.00 % per annum which automatically increases to 18.00 % per annum in the event of a default.

The December 2025 Convertible Notes is convertible at the option of the investors, at any time, in whole or in part, into such number of shares of Common Stock equal to the principal amount of the note outstanding plus all accrued and unpaid interest at a conversion price equal to $ 3.880 per share.

The conversion price of the December 2025 Convertible Notes is subject to full ratchet antidilution protection, subject to certain price limitations required by Nasdaq rules and regulations and certain exceptions, upon any subsequent transaction at a price lower than the conversion price then in effect and standard adjustments in the event of certain events, such as stock splits, combinations, dividends, distributions, reclassifications, mergers or other corporate changes.

The December 2025 Warrants are exercisable for up to an aggregate of 100.00 % of the shares of Common Stock that each December 2025 Convertible Note is convertible into as of the issuance date, at an exercise price of $ 3.880 per share, which represents 95.00 % of the average of the five lowest trading prices in the ten trading days prior to the date the investors exercised their additional investment right, as set forth in the purchase agreement.

The exercise price of the December 2025 Warrants is subject to full ratchet antidilution protection, subject to certain price limitations required by Nasdaq rules and regulations and certain exceptions, upon any subsequent transaction at a price lower than the exercise price then in effect and standard adjustments in the event of certain events, such as stock splits, combinations, dividends, distributions, reclassifications, mergers or other corporate changes.

The December 2025 Convertible Notes and Warrants are recorded as a liability in the consolidated balance sheet at fair value, with changes in fair value recorded in the consolidated statement of operations.

See Note 4 for details of changes in fair value recorded in the consolidated statement of operations.

Interest expense on the December 2025 Convertible Notes for year ended December 31, 2025 was $ 469 .

There was no interest expense paid on the December 2025 Convertible Notes for the year ended December 31, 2024.

Promissory Notes - Fermata Energy II LLC

On April 23, 2025, promissory notes with conversion option were issued to certain employees of the Company, including Gregory Poilasne, the Chief Executive Officer of the Company (collectively, the “Fermata Promissory Notes”), respectively, in exchange for up to an aggregate of $ 547,058 , to further support project costs in exchange for their investment into Fermata Energy II LLC.

Each Fermata Promissory Note was issued carrying a 15.00 % original issue discount.

The Fermata Promissory Notes have a term of 12 months and bear interest at a rate of 10.00 % per annum.

Interest expense on the Fermata Promissory Notes for the year ended December 31, 2025 was $ 37,534 .

There was no interest expense on the Fermata Promissory Notes for the year ended December 31, 2024 .

NUVVE HOLDING CORP.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

Note 11 – Stockholders’ Equity

3 unchanged sentences

Therefore, in addition to the January Reverse Stock Split, following the September 2024 Reverse Stock Split's effectiveness on September 17, 2024, all references in the consolidated financial statements to number of common shares issued or outstanding, price per share and weighted average number of shares outstanding prior to the 1- for - 10 September 2024 Reverse Stock Split have been adjusted to reflect the stock split on a retroactive basis as of the earliest period presented.

The Board approved a 1-for-40 reverse split ratio, which became effective December 15, 2025.

Therefore, following the above Reverse Stock Split's effectiveness, all references in the consolidated financial statements to number of common shares issued or outstanding, price per share and weighted average number of shares outstanding prior to the Reverse Stock Split have been adjusted to reflect the stock split on a retroactive basis as of the earliest period presented.

No fractional shares were issued in connection with the reverse stock splits and each fractional share resulting from the reverse stock splits were rounded up to the next whole share.

As a result of the reverse stock split, 192,222 additional shares of common stock were issued in lieu of fractional shares.

Authorized Shares

1 unchanged sentence

The total number of shares of all classes of capital stock which the Company has authority to issue is 101,000,000 , of which 100,000,000 authorized shares are Common Stock with a par value of $ 0.0001 per share (“Common Stock”), and 1,000,000 authorized shares are Preferred Stock of the par value of $ 0.0001 per share (“Preferred Stock”).

On February 21, 2025, the shareholders of the Company, in a special election approved an amendment of the Company’s Amended and Restated Certificate of Incorporation to increase the total number of authorized Common Stock from 100,000,000 shares to 200,000,000 shares.

On February 21, 2025, the stockholders of the Company, at a special meeting of the stockholders approved an amendment of the Company’s Amended and Restated Certificate of Incorporation to increase the total number of authorized Common Stock from 100,000,000 shares to 200,000,000 shares.

Additionally, on December 29, 2025, the stockholders of the Company, at a special meeting of the stockholders approved an amendment of the Company’s Amended and Restated Certificate of Incorporation to increase the total number of authorized Common Stock from 200,000,000 shares to 400,000,000 shares.

Preferred Stock

1 unchanged sentence

The number of authorized shares of Preferred Stock may be increased or decreased (but not below the number of shares thereof then outstanding) by the affirmative vote of the holders of a majority of the voting power of all of the then outstanding shares of the capital stock of the Corporation entitled to vote generally in the election of directors, voting together as a single class, without a separate vote of the holders of the Preferred Stock, or any series thereof, unless a vote of any such holders is required pursuant to any Preferred Stock Designation.

No preferred stock of Nuvve Holding have been issued and or are outstanding.

See below for preferred stock of Nuvve Holding have issued and or are outstanding.

Series A Convertible Preferred Stock

On December 29, 2025, the stockholders of the Company, at a special meeting of the stockholders approved an amendment of the Company’s Amended and Restated Certificate of Incorporation to designate 35,000 shares of preferred stock as Series A convertible preferred stock with par value $ 0.0001 per share and stated value of $ 1,000 per share.

Accordingly, on December 30, 2025, pursuant to a private placement offering, the Company issued an aggregate of 6,000 shares of series A preferred stock and warrants to purchase an aggregate of 2,534,856 shares of Common Stock to certain institutional investors.

The Company received aggregate proceeds of $ 5,400,000 , net of a 10 % original issue discount (gross stated value of $ 6,000,000 ) or $ 900

NUVVE HOLDING CORP.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

purchase price per share of each Series A convertible preferred stock and accompanying warrants prior to deducting underwriting discounts and commissions and offering expenses.

At December 31, 2025, Preferred Stock consisted of the following:

Shares Authorized Shares Issued Shares Outstanding Stated Value per Share Carrying Value Cumulative Accrued Preferred Dividends Accrued Dividends - Three Months Ended December 31, 2025

Accrued Dividends - Year Ended December 31, 2025

Liquidation Preference

1,000,000 6,000 6,000 $ 1,000 $ 6,000,000 $ — $ — $ — $ 6,000,000

The Series A Convertible Preferred Stock, net of preferred issuance costs, is presented as mezzanine equity as of December 31, 2025, in the Company’s consolidated balance sheets.

The Series A Convertible Preferred Stock is classified as mezzanine equity because it is redeemable at the option of its holders upon a deemed liquidation event and has a condition for redemption that is not solely within the control of the Company.

The voting, dividend, liquidation, conversion, and stock split rights of the holders of the Common Stock are subject to and qualified by the rights of the holders of the Preferred Stock of any series as may be designated by the Board of Directors upon any issuance of the Preferred Stock of any series.

3 unchanged sentences

Company (as in effect at the time in question) (the “Bylaws”) and applicable law on all matters put to a vote of the stockholders of the Company.

NUVVE HOLDING CORP.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

by the Board of Directors in accordance with applicable law and to receive other distributions from the Company.

Subject to the rights of any holders of any shares of Preferred Stock which may from time to time come into existence and be outstanding, the holders of Common Stock shall be entitled to the payment of dividends when and as declared by the Board of Directors in accordance with applicable law and to receive other distributions from the Company.

Any dividends declared by the Board of Directors to the holders of the then outstanding shares of Common Stock shall be paid to the holders thereof pro rata in accordance with the number of shares of Common Stock held by each such holder as of the record date of such dividend.

1 unchanged sentence

Subject to the rights of any holders of any shares of Preferred Stock which may from time to time come into existence and be outstanding, in the event of any liquidation, dissolution, or winding up of the Corporation, whether voluntary or involuntary, the funds and assets of the Corporation that may be legally distributed to the Corporation’s stockholders shall be distributed among the holders of the then outstanding shares of Common Stock pro rata in accordance with the number of shares of Common Stock held by each such holder.

July 2025 Registered Public Offering

On July 11, 2025, the Company, entered into an underwriting agreement (the “July 2025 Underwriting Agreement”) with Lucid Capital Markets, LLC (“Lucid”) pursuant to which the Company issued and sold to Lucid 76,112 shares (the “Shares”) of Common Stock and 49,624 pre-funded warrants (each representing the right to purchase one Share of Common Stock at an exercise price of $ 0.0001 , the “Pre-Funded Warrants”) to purchase shares of Common Stock, at an offering price of $ 38.00 per Share (or $ 38.00 per Pre-Funded Warrant), and granted to Lucid an option for the issuance and sales of up to 18,860 additional Shares or Pre-Funded Warrants (the “Option”) to be sold by the Company (the “July 2025 Offering”).

The July 2025 Offering closed on July 14, 2025.

The aggregate gross proceeds to the Company from the July 2025 Offering were approximately $ 5.50 million, before deducting underwriting discounts of 8.0 % of the price to the public and any other expenses payable by the Company in connection with the July 2025 Offering.

Pursuant to the July 2025 Underwriting Agreement the Company also agreed to issue to Lucid common stock purchase warrants (the “Representative’s Warrant”) to purchase up to 5.0 % of the securities sold in the July 2025 Offering at an exercise price of $ 42.00 per share of Common Stock.

February 2024 Public Offering

1 unchanged sentence

The Offering was conducted pursuant to our Registration Statement on Form S-1 filed with the SEC, which was declared effective as of January 31, 2024.

On February 2, 2024, the Company completed the Offering for gross proceeds of approximately $ 9.6 million prior to deducting underwriting discounts and commissions and offering expenses.

On February 2, 2024, the Company completed the Offering for gross proceeds of approximately $ 9.6

NUVVE HOLDING CORP.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

million prior to deducting underwriting discounts and commissions and offering expenses.

Craig-Hallum received underwriting discounts and commissions equal to 7.0 % of the gross proceeds of the Offering, and is further entitled to receive 7.0 % of the gross proceeds received by us in connection with the exercise of any of the outstanding Series B Warrants issued in the Offering.

12 unchanged sentences

T he Company recorded a loss on warrants issued of $ 305,065 on the date of issuance, which is the excess amount of fair value of the warrants issued over the net proceeds received, and presented in the consolidated statements of operations in "Other, net”.

Shelf Registration, At the Market Offering and Registered Direct Offering

On April 25, 2022, the Company filed a shelf registration statement (the "Registration Statement") with the Securities and Exchange Commission (the “SEC”) which will allow it to issue unspecified amounts of common stock, preferred stock, warrants for the purchase of shares of common stock or preferred stock, debt securities, and units consisting of any combination of any of the foregoing securities, in one or more series, from time to time and in one or more offerings up to a total dollar amount of $ 100.0 million.

The shelf registration statement was declared effective on May 5, 2022.

The Company was able to raise capital by issuing securities pursuant to its effective shelf registration statement.

2023 ATM Offering Program

On January 31, 2023, the Company entered into an At the Market Offering Agreement (the “ATM Agreement”) with Craig-Hallum Capital Group LLC (“Craig-Hallum”), as the sales agent (the “Agent”), pursuant to which the Company may offer and

NUVVE HOLDING CORP.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

sell, from time to time through the Agent, shares of its common stock (the “Shares”), having an aggregate offering price of up to $ 25,000,000 .

The Company paid the Agent a commission of 3.0 % of the aggregate gross sales prices of the Shares.

The Company reimbursed the Agent for fees and disbursements of its legal counsel in the amount of $ 50,000 .

During the year ended December 31, 2023 , the Company sold 3,780 shares of common stock pursuant to the ATM Agreement at an average price of $ 256.00 per share for aggregate net proceeds of approximately $ 0.9 million.

Effective October 16, 2023, the Company and the Agent agreed to terminate the ATM Agreement .

February 2023 Registered Direct Offering

On February 17, 2023, the Company entered into a subscription agreement with a certain institutional and accredited investor, relating to the issuance and sale of 1,359 shares of common stock in a registered direct offering (the “February 2023 Offering”).

The offering price for the shares was $ 368.00 per share of common stock.

The closing of the February 2023 Offering occurred on February 21, 2023.

The aggregate gross proceeds from the February 2023 Offering was approximately $ 0.5 million.

Chardan Capital Markets LLC acted as the placement agent for the February 2023 Offering and received a sales commission of 6.0 % of the gross proceeds.

April 2023 Registered Direct Offering

On April 14, 2023, the Company entered into a subscription agreement with a certain institutional and accredited investor, relating to the issuance and sale of 4,545 shares of common stock in a registered direct offering (the “April 2023 Offering”).

The offering price for the shares was $ 220.00 per share of common stock.

The closing of the April 2023 Offering occurred on April 17, 2023.

The aggregate gross proceeds from the April 2023 Offering was approximately $ 1.0 million.

Chardan Capital Markets LLC acted as the placement agent for the April 2023 Offering and received a sales commission of 6.0 % of the gross proceeds.

June 2023 Registered Direct Offering

On June 6, 2023, the Company entered into a subscription agreement with a certain institutional and accredited investor, relating to the issuance and sale of 6,231 shares of common stock in a registered direct offering (the “June 2023 Offering”).

The offering price for the shares was $ 160.00 per share of common stock.

The closing of the June 2023 Offering occurred on June 6, 2023.

The aggregate gross proceeds from the June 2023 Offering was approximately $ 1.0 million.

Chardan Capital Markets LLC acted as the placement agent for the June 2023 Offering and received a sales commission of 6.0 % of the gross proceeds.

October 2023 Offerings

On October 18, 2023, the Company entered into a marketed offering relating to the issuance and sale of 17,857 shares of its common stock.

The offering price for the shares was $ 56.00 per share of common stock.

The closing of the offering occurred on October 20, 2023.

The aggregate gross proceeds from the market offering was approximately $ 1.0 million.

Aegis Capital Corp acted as the underwriting agent of offering and received underwriting discounts and commissions equal to 7.0 % of the gross proceeds.

In addition, the Company granted Aegis Capital Corp.

a 45-day option to purchase up to 267,857 of additional shares of common stock, less underwriting discounts and commissions solely to cover over-allotments.

On October 20, 2023, Aegis exercised the option to purchase over-allotments shares of 1,993 at offering price of $ 56.00 per share.

The aggregate gross proceeds from the exercise of over-allotments shares was approximately $ 0.1 million.

Aegis Capital Corp received underwriting discounts and commissions equal to 7.0 % of the gross proceeds of the exercise of the over-allotment option.

On October 25, 2023 the Company entered into a definitive agreement with a single institutional investor for the purchase and sale of 34,432 shares of common stock and pre-funded warrants to acquire shares of common stock in a registered direct offering.

The purchase price of each share was $ 60.00 per share.

The purchase price for the pre-funded warrants is equivalent to the purchase price for the shares, less the exercise price of $ 0.0001 .

The aggregate gross proceeds to the Company was approximately $ 2.1 million .

The transaction closed on October 27, 2023, and was subject to the satisfaction of customary closing conditions.

Securities Purchase Agreement, Pre-Funded Warrants and Warrants

On July 27, 2022, the Company entered into a securities purchase agreement (the “Purchase Agreement”) with a certain institutional and accredited investor (the “Purchaser”), relating to the issuance and sale of 5,375 shares (the “Shares”) of common stock (the “Common Stock”), pre-funded warrants to purchase an aggregate of 4,625 shares of Common Stock (the “Pre-Funded Warrants”), and warrants (the “July 2022 Warrants”) to purchase an aggregate of 10,000 shares of Common Stock in a registered direct offering (the “July 2022 Offering”).

The offering closed on July 29, 2022.

NUVVE HOLDING CORP.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

The offering price for the Shares, and accompanying July 2022 Warrants, was $ 1,400.00 per Share and the offering price for the Pre-Funded Warrants, and accompanying was $ 1,399.96 per Pre-Funded Warrant, which represents the per Share public offering price less $ 0.040 per share exercise price for each Pre-Funded Warrant.

Each Pre-Funded Warrant has an exercise price of $ 0.040 per share of common stock, subject to adjustment for stock splits, reverse stock splits, stock dividends and similar transactions.

The July 2022 Warrants have an exercise price of $ 1,500.00 per share of common stock, subject to adjustment for stock splits, reverse stock splits, stock dividends and similar transactions, and each July 2022 Warrant is exercisable for one share of Common Stock.

The July 2022 Warrants are exercisable beginning six months from the date of issuance and the Pre-Funded Warrants are be exercisable immediately upon issuance.

The Pre-Funded Warrants terminate when fully exercised and the July 2022 Warrants terminate five years from the initial exercisability date.

The aggregate gross proceeds to the Company from the July 2022 Offering were approximately $ 14.0 million and net proceeds were approximately $ 13.1 million, excluding the proceeds, if any, from the exercise of the Pre-Funded Warrants and the Warrants.

The Company used the net proceeds from the July 2022 Offering for working capital and general corporate purposes.

The fair values of the Pre-Funded warrants are recorded in the consolidated balance sheets in additional-paid-in capital in stockholders' equity as the Pre-Funded warrants are indexed to the Company’s common stock and meet the conditions for equity classification.

The Warrants are recorded as a liability in the consolidated balance sheet at fair value, with changes in fair value recorded in the consolidated statement of operations.

See Note 4 for details of changes in fair value of the unvested warrants recorded in the consolidated statement of operations.

Craig-Hallum Capital Group LLC (the “Placement Agent”) was the exclusive placement agent for the July 2022 Offering.

The July 2022 Offering was made pursuant to the Registration Statement, a base prospectus included as part of the registration statement, and a final prospectus supplement filed with the SEC on July 28, 2022, pursuant to Rule 424(b) under the Securities Act of 1933, as amended.

Placement Agency Agreement

In connection with the July 2022 Offering, the Company also entered into a Placement Agency Agreement with the Placement Agent.

Pursuant to the Placement Agency Agreement, the Company paid to the Placement Agent a fee equal to 6.0 % of the gross proceeds received by the Company in the July 2022 Offering in the form of cash.

Warrants - Stonepeak and Evolve

On May 17, 2021, in connection with the signing of a letter of agreement, relating to the formation of Levo (the "Letter Agreement"), the Company issued to Stonepeak and Evolve ten years warrants to purchase common stock (allocated 90 % to Stonepeak and 10 % to Evolve).

See below for details.

The grant-date fair value of the warrants issued to Stonepeak and Evolve were:

series B $ 12.8 million, series C $ 5.6 million, series D $ 4.8 million, series E $ 3.8 million and series F $ 3.2 million.

The fair values of the vested warrants are recorded in the consolidated balance sheets in additional-paid-in capital in stockholders' equity as the warrants are indexed to the Company’s common stock and meet the conditions for equity classification.

The unvested warrants are recorded as a liability in the consolidated balance sheet at fair value, with changes in fair value recorded in the consolidated statement of operations as the unvested warrants are deemed not to be indexed to the Company’s common stock.

See Note 4 for details.

• Series B warrants to purchase 5,000 shares of the Company’s common stock, at an exercise price of $ 4,000.00 per share, which are fully vested upon issuance,

• Series C warrants to purchase 2,500 shares of the Company’s common stock, at an exercise price of $ 6,000.00 per share, which are vested as to 50 % of the shares upon issuance and vest as to the remaining 50 % when Levo has entered into contracts with third parties for $ 125 million in aggregate capital expenditures,

• Series D warrants to purchase 2,500 shares of the Company’s common stock, at an exercise price of $ 8,000.00 per share, which are vested as to 50 % of the shares upon issuance and vest as to the remaining 50 % when Levo has entered into contracts with third parties for $ 250 million in aggregate capital expenditures,

• Series E warrants to purchase 2,500 shares of the Company’s common stock, at an exercise price of $ 12,000.00 per share, which are vested as to 50 % of the shares upon issuance and vest as to the remaining 50 % when Levo has entered into contracts with third parties for $ 375 million in aggregate capital expenditures, and

• Series F warrants to purchase 2,500 shares of the Company’s common stock, at an exercise price of $ 16,000.00 per share, which are vested as to 50 % of the shares upon issuance and vest as to the remaining 50 % when Levo has entered into contracts with third parties for $ 500 million in aggregate capital expenditures.

The warrants may be exercised at any time on or after the date that is 180 days after the applicable vesting date.

In connection with, and pursuant to Stonepeak and Evolve's sale of their combined interest in Levo to the Company (See Note 1), the Company became the 100 % owner of Levo, and the warrants issued to Stonepeak and Evolve were cancelled.

See the warrants summary table below.

NUVVE HOLDING CORP.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

Securities Purchase Agreement

On May 17, 2021, in connection with the signing of a Letter Agreement relating to the formation of a venture, Levo, the Company entered into a Securities Purchase Agreement with Stonepeak and Evolve which provides them from time to time between November 13, 2021 and November 17, 2028, with the option in their sole discretion, to purchase up to an aggregate of $ 250 million in shares of the Company’s common stock at a purchase price of $ 20,000.00 per share (allocated 90 % to Stonepeak and 10 % to Evolve).

The grant-date fair value of the options to purchase shares of the Company’s common stock was $ 12.6 million, and is recorded in the consolidated balance sheets as equity in additional-paid-in capital, as it is indexed to the Company’s common stock and meets the conditions for equity classification .

In connection with the signing of the Letter Agreement, as reference above, the Company also entered into a Securities Purchase Agreement (the “SPA”) and a Registration Rights Agreement (the “RRA”) with Stonepeak and Evolve.

The SPA includes customary representations and warranties and closing conditions and customary indemnification provisions.

In addition, Stonepeak and Evolve may elect to purchase shares under the SPA on a cashless basis in the event of a change of control of the Company.

In connection with, and pursuant to Stonepeak and Evolve's sale of their combined interest in Levo to the Company (See Note 1), the Company became the 100 % owner of Levo, and the SPA issued to Stonepeak and Evolve were cancelled.

Shelf Registration Statement

On June 27, 2025, the Company filed a shelf registration statement on Form S-3 with the SEC which allows it, subject to limitations under the baby shelf rules discussed below, to issue unspecified amounts of common stock, preferred stock, warrants for the purchase of shares of common stock or preferred stock, debt securities, and units consisting of any combination of any of the foregoing securities, in one or more series, from time to time and in one or more offerings up to a total dollar amount of $ 300.00 million.

The shelf registration statement was declared effective on July 7, 2025.

The Company's ability to utilize the full capacity of the shelf registration, or any future shelf registration on Form S-3, is limited by the Company's compliance with the baby shelf rules.

Pursuant to the “baby shelf rules” promulgated by the SEC, if the Company public float is less than $75.00 million as of specified measurement periods, the number of securities that may be offered and sold by the Company under a Form S-3 registration statement, including pursuant to our shelf registration statement, in any twelve-month period is limited to an aggregate amount that does not exceed one-third of its public float.

As a result, the Company will be limited by the baby shelf rules until such time that it public float exceeds $75.00 million , which means the Company only has the capacity to sell shares up to one-third of its public float under shelf registration statements in any twelve-month period.

Warrants - Public and Private

4 unchanged sentences

The term of the warrants commenced on March 19, 2021, the date of completion of the Business Combination, and expire on March 19, 2026.

The Company may redeem the Public Warrants at a price of $ 4.00 per warrant upon 30 days’ notice, only in the event that the last sale price of the ordinary shares is at least $ 6,600.00 per share for any 20 trading days within a 30 -trading day period ending on the third day prior to the date on which notice of redemption is given, provided there is an effective registration statement and current prospectus in effect with respect to the ordinary shares underlying such Warrants during the 30 day redemption period.

The Company may redeem the Public Warrants at a price of $ 160.00 per warrant upon 30 days’ notice, only in the event that the last sale price of the ordinary shares is at least $ 264,000.00 per share for any 20 trading days within a 30 -trading day period ending on the third day prior to the date on which notice of redemption is given, provided there is an effective registration statement and current prospectus in effect with respect to the ordinary shares

NUVVE HOLDING CORP.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

underlying such Warrants during the 30 day redemption period.

If the Company decides to redeem the warrants as described above, management will have the option to require all holders that wish to exercise warrants to do so on a “cashless basis.”

7 unchanged sentences

See Note 4 for details of changes in fair value of the Private Warrants recorded in the consolidated statement of operations.

In conjunction with the issuance of December 31, 2024 Term Loan and October Notes (see Note 11 ), the Company issued to the investors private warrants to purchase an aggregate of 85,287 and 1,102,295 shares of Common Stock, respectively, at an exercise price of $ 3.26 and $ 3.78 per share, respectively.

The private warrants are reflected as a liabilities in the consolidated balance sheet as of December 31, 2024, and the change in the fair value of the private warrants for the year ended December 31, 2024 in the consolidated statements of operations.

See Note 4 for details of changes in fair value of the private warrants recorded in the consolidated statement of operations.

In conjunction with the issuance of Convertible Notes (see Note 10 ), the Company issued to the certain investors private warrants to purchase shares of Common Stock of the Company.

These warrants are reflected as a liabilities in the consolidated balance sheet as of December 31, 2025, and the change in the fair value of the private warrants for the year ended December 31, 2025 in the consolidated statements of operations.

Se the table for details of the warrants, and Note 4 for details of changes in fair value of the warrants recorded in the consolidated statement of operations.

NUVVE HOLDING CORP.

1 unchanged sentence

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

The following table is a summary of the number of shares of the Company’s Common Stock issuable upon exercise of warrants outstanding at December 31, 2024:

The following table is a summary of the number of shares of the Company’s Common Stock issuable upon exercise of warrants outstanding at December 31, 2025, including adjusted exercise price for full ratchet antidilution protection for some warrants as disclosed in Note 10:

Warrants Number of Warrants Exercised Number of

1 unchanged sentence

Warrants Exercisable Exercise

Price Expiration

Price Adjusted Exercise

Price Adjusted Number of

Warrants Exercisable Expiration

Public Warrants 180 — — 180 $ 184,000.00 $ 184,000.00 180 March 19, 2026

2 unchanged sentences

Private Pre-Funded Warrants - July 2024 1,500 1,500 — — $ 0.0400 $ 0.0400 0 Until Exercised in Full

Stonepeak/Evolve Warrants - series B 5,000 — 5,000 — $ 4,000.00 May 17, 2031

Stonepeak/Evolve Warrants - series C 2,500 — 2,500 — $ 6,000.00 May 17, 2031

Stonepeak/Evolve Warrants - series D 2,500 — 2,500 — $ 8,000.00 May 17, 2031

Stonepeak/Evolve Warrants - series E 2,500 — 2,500 — $ 12,000.00 May 17, 2031

Stonepeak/Evolve Warrants - series F 2,500 — 2,500 — $ 16,000.00 May 17, 2031

2022 July Institutional/Accredited Investor Warrants 250 — — 250 $ 60,000.00 $ 60,000.00 250 January 29, 2028

2 unchanged sentences

2024 February Institutional/Accredited Investor Warrants - series A 12,000 — — 12,000 $ 800.00 $ 800.00 12,000 February 2, 2029

2024 February Institutional/Accredited Investor Warrants - series B 480,000 30,000 450,000 — $ 20.00 November 2, 2024

2024 February Institutional/Accredited Investor Warrants - series B 12,000 750 11,250 — $ 800.00 $ 800.00 — February 2, 2029

2024 February Institutional/Accredited Investor Warrants - series C 12,000 — 11,250 750 $ 800.00 $ 800.00 750 February 2, 2029

1 unchanged sentence

2024 December Institutional/Accredited Investor Warrants 2,132 — — 2,132 $ 2.367 $ 2.367 117,356 December 31, 2029

2025 March Institutional/Accredited Investor Warrants 162,126 162,126 — — $ 0.74 $ 0.17 — March 5, 2030

2025 April Institutional/Accredited Investor Warrants 150,869 150,869 — — $ 0.74 $ 0.17 — April 28, 2030

2025 May Institutional/Accredited Investor Warrants 378,509 354,158 — 24,351 $ 0.78 $ 0.1384 244,962 May 30, 2030

2025 July Institutional/Accredited Investor Pre-funded Warrants 49,624 37,695 — 11,929 $ 0.0001 $ 0.0001 11,929 Until Exercised in Full

2025 July Institutional/Accredited Investor Warrants 7,230 — — 7,230 $ 42.00 $ 42.00 7,230 July 11, 2030

2025 September Institutional/Accredited Investor Warrants 16,235 — — 16,235 $ 0.17 $ 0.14 46,941 September 10, 2030

2025 November Institutional/Accredited Investor Warrants 117,356 — — 117,356 $ 0.14 $ 0.14 117,356 November 27, 2030

2025 December 17, Institutional/Accredited Investor Warrants 46,941 — — 46,941 $ 3.88 $ 3.88 46,941 December 17, 2030

2025 December 26 Institutional/Accredited Investor Warrants 46,941 — — 46,941 $ 3.06 $ 3.06 46,941 December 26, 2030

2025 December 30 Institutional/Accredited Investor Warrants 2,534,856 — — 2,534,856 $ 3.55 $ 3.55 2,534,856 December 30, 2030

2025 December Institutional/Accredited Investor Pre-Funded Warrants 55,532 27,766 — 27,766 $ 0.0001 $ 0.0001 27,766 Until Exercised in Full

Warrants - May 7, 2025 - 1st Tranche 75,000 — — 75,000 $ 1.05 $ 1.05 75,000 May 7, 2030

Warrants - May 7, 2025 - 2nd Tranche 75,000 — — 75,000 $ 1.25 $ 1.25 75,000 May 7, 2030

Warrants - May 7, 2025 - 3rd Tranche 75,000 — — 75,000 $ 1.50 $ 1.50 75,000 May 7, 2030

Warrants - May 18, 2025 - 1st Tranche 16,667 — — 16,667 $ 1.00 $ 1.00 16,667 May 18, 2030

Warrants - May 18, 2025 - 2nd Tranche 16,667 — — 16,667 $ 1.25 $ 1.25 16,667 May 18, 2030

Warrants - May 18, 2025 - 3rd Tranche 16,667 — — 16,667 $ 1.50 $ 1.500 16,667 May 18, 2030

3,935,912 788,202 23,063 3,124,647 3,491,188

Unit Purchase Option

On February 19, 2020, Newborn sold to the underwriters of its initial public offering for $ 100 , a unit purchase option ("UPO") to purchase up to a total of 791 units at $ 4,600.00 per unit (or an aggregate exercise price of $ 3,636,875 ) commencing on the date of Newborn's initial business combination, March 19, 2021, and expiring February 13, 2025.

Each unit issuable upon exercise of the UPO consists of one and one-tenth of a share of the Company's common stock and one warrant to purchase one share of the Company's common stock at the exercise price of $ 4,600.00 per share.

The warrant has the same terms as the Public Warrant.

In no event will the Company be required to net cash settle the exercise of the UPO or the warrants underlying the UPO.

The holders of the unit purchase option have demand and "piggy back" registration rights for periods of five and seven years , respectively, from the effective date of the IPO, including securities directly and indirectly issuable upon exercise of the unit purchase option.

The UPO is classified within stockholders’ equity in the consolidated balance sheets as “additional paid-in capital” in accordance with ASC 815-40, Derivatives and Hedging-Contracts in an Entity’s Own Equity , as the UPO is indexed to the Company’s common stock and meets the conditions for equity classification.

Treasury Stock

4 unchanged sentences

As of December 31,

Beginning balance 42 —

Shares repurchased 0 42

2 unchanged sentences

Aggregate Board of Directors repurchase authorizations during the period — 42

Ending balance 42 42

The purchase of treasury stock reduces the number of shares outstanding.

4 unchanged sentences

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

Preferred Class A Units - Fermata Energy II LLC

In connection with the acquisition of Fermata in April 2025, 4,900,000 units of Fermata's entity preferred class A units, which is also the total number of Fermata's entity authorized preferred class A units, were issued to the former debt holders of the Seller.

See Note 20 for details.

The Fermata's entity preferred class A units are nonconvertible and nonredeemable, and does not pay dividends.

The Fermata's entity preferred class A unit holders are entitled to an accrued compounded 10.0 % annual preferred return in Fermata entity, and certain distributions in the event of profit in the Fermata entity until they are fully paid back their initial capital contributions which will be the final distribution and termination of their Fermata's entity preferred class A unit holdings.

At December 31, 2025, Fermata's Entity Preferred Units consisted of the following:

Units Authorized Units Issued Units Outstanding Fair Value per Units Carrying Value Cumulative Preferred Returns Preferred Returns - Three Months Ended December 31, 2025

Preferred Returns - Year Ended December 31, 2025

Liquidation Preference

4,900,000 4,900,000 4,900,000 $ 0.0340 $ 166,698 $ 12,818 $ 4,378 $ 12,818 $ 179,516

Class B Units - Nuvve New Mexico LLC

In connection with the formation of Nuvve New Mexico LLC in April 2025, class B units of up to 2,500,000 were authorized to be issued to members admitted into the Nuvve New Mexico LLC through subscription as investors.

The class B units are nonconvertible and nonredeemable, and does not pay dividend.

The class B unit holders are entitled to an accrued cumulative 18.0 % annual return on unreturned capital contributions in Nuvve Mexico entity.

As of December 31, 2025 , three members have been admitted as a Class B unit members with an aggregate subscription of 300,000 Class B units at $ 1.00 per unit.

Series 3 J-Kiss Units - Nuvve Japan

In connection with the formation of Nuvve Japan K.K.

in 2025, series 3 J-Kiss units of up to 100,000,000 were authorized to be issued to members admitted into the Nuvve Japan K.K.

through subscription as investors.

The series 3 J-Kiss units are nonconvertible and nonredeemable.

As of December 31, 2025 , Series 3 J-Kiss units had aggregate subscription of 10,090 units outstanding.

NUVVE HOLDING CORP.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

Note 12 – Share-Based Compensation

2 unchanged sentences

In 2021, the Company adopted the 2020 Equity Incentive Plan (the “2020 Plan”), which provides for the grant of restricted stock awards, incentive and non-statutory stock options, and other share-based awards to employees, consultants, and directors.

In June 2023, the 2020 Plan was amended, as approved by shareholders, to increase the common shares reserved for issuance under the plan by 10,000 shares.

In August 2025, the 2020 Plan was amended, as approved by the stockholders, to increase the common shares reserved for issuance under the plan by 373,615 shares.

As of December 31, 2025, there is an aggregate of 375,000 common shares reserved for issuance under the 2020 Plan and may reset on January 1 of each year, based on a formula set forth in the Equity Incentive Plan.

8 unchanged sentences

Stock options - modified options — 169

Profit interest units — ( 229,250 )

Total $ 2,432,132 $ 2,620,127

2 unchanged sentences

The following assumptions were used in the Black-Scholes option pricing model to calculate the fair value of stock options granted for the year ended December 31, 2025 the 2020 Plan.

There were no options granted during the year ended December 31, 2024.

Expected life of options (in years) (1) 5.06

Dividend yield (2) 0 %

Risk-free interest rate (3) 3.72 %

Volatility (4) 56.01 %

_________________

(1) The expected life of options is the average of the contractual term of the options and the vesting period.

(2) No cash dividends have been declared on the Company’s common stock since the Company’s inception, and the Company currently does not anticipate declaring or paying cash dividends over the expected life of the options.

(3) The risk-free interest rate is based on the yields on U.S.

Treasury debt securities with maturities approximating the estimated life of the options.

(4) Volatility is estimated by management.

As the Company has been a private company for most of its existence, there is not enough historical volatility data related to the Company’s Common stock as a public entity.

Therefore, this estimate is based on the average volatility of certain public company peers within the Company’s industry.

The following is a summary of the stock option activity under the 2010 Plan for the year ended December 31, 2025:

11 unchanged sentences

223 69,495.10 2.90 —

There were no options granted during the year ended December 31, 2025.

NUVVE HOLDING CORP.

14 unchanged sentences

188,364 180.64 9.89 —

There were no options granted during the year ended December 31, 2024.

The weighted-average grant-date fair value of options granted during the year ended December 31, 2025 was $ 4.06 .

During the year ended December 31, 2021, 4,100 options were modified to lower the exercise price by $ 240.00 per share, which will result in $ 246,000 of incremental compensation cost to be recognized over the remaining vesting period.

The amount of additional compensation expense for the year ended December 31, 2024 and December 31, 2023, respectively, was $ 169 and $ 43,139 , respectively.

The amount of additional compensation expense for the year ended December 31, 2025 and December 31, 2024, was zero and $ 169 , respectively.

Other Information:

9 unchanged sentences

Nonvested at December 31, 2024

1,051 2,206.09

Granted 126,004 8.91

Vested/Release ( 126,004 ) 8.91

1 unchanged sentence

Nonvested and Outstanding at December 31, 2025

As of December 31, 2024, there was zero of total unrecognized compensation cost related to nonvested restricted stock.

As of December 31, 2025, there were no of total unrecognized compensation cost related to nonvested restricted stock.

NUVVE HOLDING CORP.

11 unchanged sentences

State ( 1,000 ) 1,600

Current income tax expense 1,600 1,600

Current income tax (benefit) expense ( 1,000 ) 1,600

Deferred income tax expense $ — $ —

Income tax expense $ 1,600 $ 1,600

Income tax (benefit) expense $ ( 1,000 ) $ 1,600

Below is a tabular rate reconciliation pursuant to the disclosure requirements of ASU 2023-09, adopted prospectively for tax year ended December 31, 2025:

Year Ended December 31, 2025

Amount Percent

Provision for income taxes at U.S.

federal statutory rate $ ( 6,472,946 ) 21.0 %

State and local income taxes, net of federal benefit (1) ( 790 ) — %

Foreign tax effects:

Other 339,887 ( 1.1 ) %

Changes in valuation allowances 4,554,105 ( 14.8 ) %

Nontaxable or nondeductible items:

Change in fair value of warrants 1,552,756 ( 5.0 ) %

Other 25,988 ( 0.1 ) %

Total tax provision and effective tax rate $ ( 1,000 ) — %

The reconciliation between the income tax expense and the amount computed by applying the statutory federal tax rate of 21% to loss before taxes is as follows:

Years Ended December 31,

Year Ended December 31,

Federal income tax benefit at statutory federal tax rate $ ( 3,659,211 )

32 unchanged sentences

Valuation allowances are provided to reduce the amounts of deferred tax assets to an amount that is more likely than not to be realized based on an assessment of positive and negative evidence, including estimates of future taxable income necessary to realize future deductible amounts.

On July 4, 2025, the One Big Beautiful Bill Act (“OBBBA”) was enacted in the U.S.

The OBBBA includes significant provisions, such as the permanent extension of certain expiring provisions of the Tax Cuts and Jobs Act, modifications to the international tax framework, and the restoration of favorable tax treatment for certain business provisions.

The legislation has multiple effective dates, with certain provisions effective in 2025 and others implemented through 2027.

The OBBBA did not have a significant impact the Company's consolidated financial statements.

As of December 31, 2025, the Company does not have any unrecognized tax benefits related to various federal and state income tax matters.

23 unchanged sentences

PIPE warrants 85 85

Stonepeak and Evolve warrants — 15,000

Stonepeak and Evolve options — 12,500

Institutional/Accredited Investor Pre-Funded Warrants — 11,267

Institutional/Accredited Investor Warrants 10,000 10,000

2022 July Institutional/Accredited Investor Warrants 250 250

Underwriter Warrant - February 2024 offering 638 638

3 unchanged sentences

2024 December Institutional/Accredited Investor Warrants 117,356 2,132

2025 May Institutional/Accredited Investor Warrants 244,962 —

2025 July Institutional/Accredited Investor Pre-funded Warrants 11,929 —

2025 July Institutional/Accredited Investor Warrants 7,230 —

2025 September Institutional/Accredited Investor Warrants 46,941 —

2025 November Institutional/Accredited Investor Warrants 117,356 —

2025 December 17, 2025 Institutional/Accredited Investor Warrants 46,941 —

2025 December 26, 2025 Institutional/Accredited Investor Warrants 46,941 —

2025 December 30, 2025 Institutional/Accredited Investor Warrants 2,534,856 —

2025 December Institutional/Accredited Investor Pre-Funded Warrants 27,766 —

May 2025 Consulting Warrants 225,000 —

May 2025 Consulting Warrants 50,000 —

Convertible preferred stock 2,534,856 —

Convertible notes payable 611,110 —

Total 6,825,784 43,766

1 unchanged sentence

As described in Note 5 , the Company holds equity interests in and provides certain consulting services to Dreev, an entity in which a stockholder of the Company owns the other portion of Dreev’s equity interests.

The consulting services was zero fo r the year ended December 31, 2024 and $ 43,399 for the year ended December 31, 2023.

The consulting services was zero fo r the year ended December 31, 2025 and zero for the year ended December 31, 2024.

During the year ended December 31, 2025, the Company recognized re venue of $ 18,482 from an entity that is an investor of the Company.

3 unchanged sentences

Each Promissory Note was issued with an original principal amount of $ 250,000 .

On January 31, 2025, t he Company repaid the principal balance and interest of Nuvve Promissory Notes (see Note 20 ) for a total amount repaid of $ 523,097 .

As described in Note 11 , and in connection with the formation of the Deep Impact (see Note 1 ), Promissory Notes with a conversion option were issued to each of Gregory Poilasne and David Robson, the Chief Executive Officer and Chief Financial Officer of the Company, respectively, in exchange for an aggregate of $ 1,500,000 , to further support project costs in exchange for their investment into Deep Impact.

Each Promissory Note was issued with an original principal amount of $ 750,000 .

As of December 31, 2024, the Chief Executive Officer and Chief Financial Officer have funded $ 610,500 and $ 230,000 , respectively, of the Promissory Notes.

On January 31, 2025, t he Company repaid the principal balance and interest of Nuvve Promissory Notes for a total amount repaid of $ 523,097 .

NUVVE HOLDING CORP.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

As described in Note 10 , and in connection with the formation of the Deep Impact (see Note 1 ), Promissory Notes (each a “SPV Promissory Note”) with a conversion option were issued to each of Gregory Poilasne and David Robson, the Chief Executive Officer and Chief Financial Officer of the Company, respectively, in exchange for an aggregate of $ 1,500,000 , to further support project costs in exchange for their investment into Deep Impact.

Each SPV Promissory Note was issued with an original principal amount of $ 750,000 .

As of December 31, 2025, the Chief Executive Officer and Chief Financial Officer have funded $ 610,500 and $ 230,000 , respectively, of the SPV Promissory Notes.

As of December 31, 2025, the Company has repaid the $ 277,786 of Chief Executive Officer's principal and interest balance of $ 601,871 of his SPV Promissory Note the through a non-cash exercise of his October 2024 Warrants.

As of December 31, 2025, the principal and accrued interest was $ 564,446 .

Additionally, in February 2026, the Company repaid the remaining principal balance and interest of the SPV Promissory Notes for a total amount repaid of $ 575,811 .

Additionally, interest expenses of $ 153,228 and $ 44,176 were paid on the SPV Promissory Notes for the years ended December 31, 2025 and December 31, 2024, respectively.

As described in Note 10 , in October 2024, the Company issued senior convertible notes with a conversion option to certain investors, including Gregory Poilasne, the Chief Executive Officer of the Company, in exchange for a principal amount of $ 250,000 , and a Warrant to purchase 73,487 sha res of Common Stock.

As of December 31, 2025, the Chief Executive Officer had converted all of the October 2024 Notes into 13,153 of the Company's shares of common stock pursuant to the securities purchase agreement.

As described in Note 10 , in February 2025, under the existing SPV Promissory Note agreement, the Company issued promissory notes to each of Gregory Poilasne and David Robson, the Chief Executive Officer and Chief Financial Officer of the Company, respectively, in exchange for an aggregate of $ 266,000 (the "February Promissory Note").

Each February Promissory Note was issued with an original Principal Amount of $ 133,000 in exchange in cash to the Company, for aggregate gross proceeds of $ 266,000 .

On September 24 , 2025 , the Company repaid the principal balance and interest of the February Promissory Notes for a total amount repaid of $ 283,578 .

As described in Note 10 in April 2025, Fermata Energy II LLC issued promissory notes with a conversion option to certain employees, including Gregory Poilasne, the Chief Executive Officer of the Company, in exchange for a principal amount of $ 547,058 .

Pursuant to a s eries 3 J-Kiss units subscription agreements with Nuvve Japan, the Chief Executive Officer and Chief Financial Officer of the Company, were issued 55 and 35 units, respectively, of series 3-J Kiss units.

The series 3-J Kiss units were issued in exchange for loan receivables of $ 351,085 and $ 223,418 , respectively, from the Chief Executive Officer and Chief Financial Officer as of December 31, 2025.

The loan receivables accrue interest at a rate of 6 % per annum, and has a repayment date of February 27, 2026 .

As of March 31, 2026, the Chief Executive Officer and Chief Financial Officer have fully repaid the principal and interest of the loan receivables.

NUVVE HOLDING CORP.

24 unchanged sentences

Amortization of finance lease assets Selling, general and administrative 6,190 5,568

Interest on finance lease liabilities Interest (expense) income, net 1,180 1,801

Interest on finance lease liabilities Interest expense, net 629 1,180

Total lease expense $ 891,455 $ 919,419

31 unchanged sentences

In April 2022, the Company entered into a sublease agreement with certain local San Diego companies to sublease a portion of the Company's 4,811 square foot expansion.

The term of the sublease is six months to twelve months with fixed base rental income ranging from $ 2,250 to $ 14,500 per month.

The sublease has no option for renewal or extension at the end of the sublease term.

The term of the sublease is six months to twelve months with fixed base rental income ranging from $ 15,000 to $ 19,676 per month ending on May 31, 2026.

The sublease has option for renewal or extension at the end of the sublease term through May 31, 2027.

In July 2024, the Company entered into a sublease agreement to sublease a portion of the Company's 7,842 square foot office space.

51 unchanged sentences

(d) Investment

The Company is committed to possible future additional contributions to the Investment in Dreev ( Note 6 ) in the amount of $ 270,000 .

Due to sale of the Company's investment in Dreev, it is no longer committed to possible future additional contributions to the Investment in Dreev ( Note 6 ) in the amount of $ 270,000 .

NUVVE HOLDING CORP.

15 unchanged sentences

The outcome of any such proceedings are inherently uncertain, and the amount and/or timing of any gains or expenses resulting from such proceedings is not reasonably estimable at this time.

(f) School Bus Storage Litigation

In October and November 2021, the Company purchased an aggregate of five school buses from a certain school bus dealership in Pittsburgh, Pennsylvania.

Thereafter, the Company entered into agreements to sell these buses to a third-party purchasers.

However, the dealership refused to release four of the buses and to provide the Company with a manufacturer statement of origin (an “MSO”) for all five buses, claiming that the Company owed them approximately $ 0.45 million in storage fees allegedly incurred since January 2022.

The Company disputed that it had an obligation to pay the storage fees as well as the amount of fees demanded by the dealership, and filed a petition for preliminary injunction with the Court of Common Pleas of Allegheny County, Pennsylvania.

On November 1, 2023, the court granted the Company's petition for preliminary injunction requiring the dealership to release and provide keys for the four buses and to provide the MSOs for all five buses, contingent on the Company posting an injunction bond in the amount of $ 0.55 million within seven days of the order.

The Company timely posted the injunction bond on November 7, 2023.

The storage fee dispute with the dealership was adjudicated as of December 31, 2024.

(f) Fleet Electrification Program

On February 11, 2026, the Company determined that the master services agreement, dated May 14, 2024 (the “Fresno Agreement”), by and between the Company and Fresno Economic Opportunities Commission (the “FEOC”) had been effectively terminated and provided notice to the FEOC of costs and amounts owed to the Company in connection with the termination.

As previously disclosed, the Fresno Agreement outlined the general scope of work, timeline, and pricing pursuant to which the Company was to provide services and materials to the FEOC in connection with the FEOC’s fleet electrification program.

The total possible estimated fees and expenses payable to the Company by FEOC for services and materials provided in relation to the project under the Fresno Agreement was approximately $ 15.7 million.

The termination followed extensive discussions between the Company and the FEOC regarding the Fresno Agreement and the FEOC’s willingness to continue pursuing its fleet electrification project.

Despite the Company’s substantial efforts to accommodate the FEOC’s requests and procuring multiple alternative options to fulfill certain funding obligations under the Fresno Agreement, the FEOC was unwilling to move forward with the project.

The Company disputes whether the FEOC properly terminated the Fresno Agreement pursuant to its terms and has reserved its rights with respect thereto.

However, as a practical matter, the Company no longer reasonably believes that the business relationship contemplated by the Fresno Agreement will continue.

The Company is currently in negotiations with the FEOC to determine the amount of costs and fees owed to the Company for services provided prior to the date of termination, as it is entitled to under the Fresno Agreement.

There can be no assurance as to the amount the Company will ultimately receive from the FEOC for services provided under the Fresno Agreement prior to the date of termination.

NUVVE HOLDING CORP.

8 unchanged sentences

Net income or loss is allocated to non-controlling interests in proportion to their relative ownership interests.

Levo Series B Redeemable Preferred Stock

Levo is authorized to issue zero shares of series B preferred stock at no par value.

As of December 31, 2025, Fermata Energy II LLC, Nuvve New Mexico LLC and Deep Impact are included as the non-controlling interest entities.

In connection with, and pursuant to Stonepeak and Evolve's sale of their combined interest in Levo to the Company ( See Note 1 ), the Company became the 100 % owner of Levo.

3 unchanged sentences

See the tables below.

The Company formed Deep Impact with Nuvve CPO and WISE, in which the Company owns 51 % of Deep Impact's common units.

The Company has determined that Deep Impact is a VIE in which the Company is the primary beneficiary.

Accordingly, the Company consolidates Deep Impact and records a non-controlling interest for the share of the entity owned by WISE.

The following table summarizes non-controlling interests presented as a separate component of stockholders’ equity on the Company’s consolidated balance sheets:

4 unchanged sentences

dividends paid or accrued to non-controlling interests

151,508 285,595

Preferred share accretion adjustment — 322,932

5 unchanged sentences

$ ( 726,437 ) ( 28,809 )

Redeemable Non-controlling Interest Reconciliation — Mezzanine Equity

December 31, 2024 December 31, 2023

Beginning balance $ 4,193,629 $ 3,547,765

Preferred share accretion adjustment $ 322,932 645,864

Cancellation of non-controlling interests $ ( 4,516,561 ) —

Ending balance

$ — $ 4,193,629

NUVVE HOLDING CORP.

1 unchanged sentence

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

Profits Interests Units (Class D Incentive Units)

In April 2022, Levo issued Class D Incentive Units to certain key employees in the form of profits interests within the meaning of the Internal Revenue Service (“Profits Interests”).

Any future distributions under the Profits Interests will only occur once distributions made to all other member units exceed a threshold amount.

Based on the features of the Profits Interests, the awards are considered stock compensation to be accounted for as equity.

Accordingly, compensation expense for the Profits Interests will be recognized over the vesting period of the awards.

Subject to the grantee not incurring a termination prior to the applicable vesting date, the Incentive Units vest as follows:

(i) 80 % of the Incentive Units will vest in equal 25 % installments on each of the first four (4) anniversaries of the grant date (such that 80 % of the total number of Incentive Units issued to the grantee hereunder will be vested on the fourth anniversary of the Grant Date) and (ii) the remaining 20 % of the Incentive Units will vest upon a Change of Control.

Therefore, the expenses recorded will only reflect the 80 % vesting portion.

During the year ended December 31, 2024 and 2023, the Company recorded compensation expense, included in selling, general, and administrative, under the Profits Interests of zero and $ 127,134 , respectively .

In connection with, and pursuant to Stonepeak and Evolve's sale of their combined interest in Levo to the Company ( See Note 1 ), the Company became the 100 % owner of Levo.

As result, the Class D Incentive Units were cancelled.

See the tables below.

A summary of the status of the Company’s Class D Incentive Units as of December 31, 2023, and changes during year ended December 31, 2024, is presented below:

Shares Weighted-

Average Grant

Date Fair Value($)

Nonvested at December 31, 2023 50,000 12.49

Cancelled (1) 50,000 12.49

Nonvested and Outstanding at December 31, 2024

As of December 31, 2024, there was zero of total unrecognized compensation cost related to nonvested Class D Incentive Units.

NUVVE HOLDING CORP.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

Note 19 - Reportable Segment and Significant Segment Expenses

The Company operates in a single business segment, which is the EV V2G Charging segment.

The Company operates in a single business segment, which is grid modernization and energy storage and management.

Significant Segment Expenses:

9 unchanged sentences

Cost of sales 2,921,276 3,534,557

Inventory impairment loss $ 3,469,895 $ —

Selling, general, and administrative expense:

16 unchanged sentences

Bank charges 29,700 27,462

Fair value of warrants issued for cryptocurrency strategy consulting services 8,194,000 —

Public Co Fees 2,311,874 2,614,414

Provision for credit losses 990,105 —

Other 180,940 ( 123,375 )

3 unchanged sentences

Consultants 466,784 1,629,718

Marketing — 127

License fees 340,051 764,097

3 unchanged sentences

Office Meal and Employee Reimbursement 5,416 14,004

Dues & Subscriptions 5,444 —

Repairs and Maintenance 28,183 61,558

3 unchanged sentences

Total other income, net 630,092 3,035,619

Income tax expense 1,600 1,600

Income tax (benefit) expense ( 1,000 ) 1,600

Net loss $ ( 31,548,988 ) $ ( 17,426,412 )

2 unchanged sentences

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

The following table summarizes the Company’s intangible assets and property, plant and equipment in different geographic locations:

The following table summarizes the Company’s intangible assets, goodwill and property, plant and equipment in different geographic locations:

2025 December 31,

3 unchanged sentences

$ 1,780,149 $ 1,676,724

Note 20 - Acquisition

Fermata Acquisition

On April 25, 2025, the Company entered into an Asset Purchase Agreement (the “Agreement”) with Fermata Energy LLC, a Delaware limited liability company (“Seller”) and Fermata Energy II, LLC, a Delaware limited liability company and newly formed subsidiary of the Company (“Fermata"), pursuant to which the Company agreed to acquire, through Fermata, substantially all of the assets and certain specified liabilities of the Seller in exchange for a total purchase price of approximately $ 506,898 , consisting of approximately $ 340,200 in cash, and the fair value of the preferred units issued to the former debt holders of the Seller.

The former debt holders of the Seller were issued 4,900,000 of preferred units in connection with the acquisition.

The Fermata acquisition closed on April 25, 2025.

The Agreement contains customary representations and warranties and agreements by the Company and customary indemnification obligations of the Company.

The following table summarizes the final fair value of the assets acquired and liabilities assumed at the acquisition date reflecting all measurement period adjustments:

Consideration transferred:

Cash $ 340,200

Fair value of Class A Preferred units issued 166,698

Total $ 506,898

Recognized amounts of identifiable assets acquired:

Inventory $ 423,138

Furniture Fixtures and Equipment 79,000

Other Assets 10,081

Intangible Property 149,000

Accounts payable ( 250,321 )

Total identifiable net assets 410,898

Goodwill 96,000

Total $ 506,898

The financial effect of the acquisition was not material to the Company’s consolidated financial statements.

The Company has not presented pro forma results of operations for the acquisition because it is not significant to the Company's consolidated results of operations.

NUVVE HOLDING CORP.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

Note 21 - Subsequent Events

On March 6, 2025, the Company repaid the principal balance and interest of the August 9, 2024 Term Loan .

On January 31, 2025, t he Company repaid the principal balance and interest of Nuvve Promissory Notes (see Note 11 ) for a total amount repaid of $ 523,097 .

As of March 31, 2025, the accredited investors have converted $ 3,335,339 of the October Notes (see Note 11 ) into 1,568,020 of the Company's shares of common stock for an average conversion price of $ 2.315 per share pursuant to the securities purchase agreement.

Additionally, as of March 31, 2025, the accredited investors have exercised 281,652 of the warrants related to the October Notes (see Note 11 ) into 281,652 of the Company's shares of common stock for an average exercise price of $ 2.080 per share pursuant to the securities purchase agreement for total gross proceeds to the Company of $ 585,836 .

The March 2025 Convertible Notes have a term of 18 months and bear interest at an effective rate of 8.00 % per annum which automatically increases to 18.00 % per annum in the event of a default.

The March 2025 Warrants are exercisable for up to an aggregate of 100.00 % of the shares of Common Stock that each March 2025 Convertible Note is convertible into as of the issuance date, at an exercise price of $ 2.02 per share, which represents 95 % of the average of the five lowest trading prices in the ten trading days prior to the date the investors exercised their additional investment right, as set forth in the purchase agreement.

Authorized Shares

CamerEye Acquisition

On December 18, 2025, the Company entered into an Asset Purchase Agreement (the “Agreement”) with CamerEye LLC, a Delaware limited liability company (“Seller”), pursuant to which the Company agreed to acquire, substantially all of the assets and certain specified liabilities of the Seller in exchange for a total purchase price of approximately $ 250,000 , consisting of approximately $ 250,000 of assumed liabilities of the Seller.

The CamerEye acquisition closed on January 5, 2026.

The Agreement contains customary representations and warranties and agreements by the Company and customary indemnification obligations of the Company.

The financial effect of the acquisition was not material to the Company’s consolidated financial statements.

The Company has not presented pro forma results of operations for the acquisition because it is not significant to the Company's consolidated results of operations.

The preliminary valuation of the assets acquired, and liabilities assumed have not been completed.

The Company anticipates finalizing the fair value and the accounting for the acquisition within 12 months of the completion of acquisition date.

Fresno Economic Opportunities Commission - Termination of Agreement

The termination followed extensive discussions between the Company and the FEOC regarding the Fresno Agreement and the FEOC’s willingness to continue pursuing its fleet electrification project.

The Company disputes whether the FEOC properly terminated the Fresno Agreement pursuant to its terms and has reserved its rights with respect thereto.

However, as a practical matter, the Company no longer reasonably believes that the business relationship contemplated by the Fresno Agreement will continue.

There can be no assurance as to the amount the Company will ultimately receive from the FEOC for services provided under the Fresno Agreement prior to the date of termination.

Accounts receivable balance related to FEOC has been fully reserved.

Omnia Global Agreements

On March 6, 2026, the Company entered into a cooperation agreement (the “Cooperation Agreement”) between and among the Company, Oelion AB, a company organized under the laws of Sweden (“Oelion”), and OMNIA Group Holdings AG, a company organized under the laws of Switzerland (“Omnia”).

Concurrently with entry into the Cooperation Agreement the Company, Oelion and Omnia also entered into (i) a service agreement for engineering and managerial consulting services (the “Managerial Services Agreement”) and (ii) an aggregation service agreement for battery energy storage system (BESS) (the “Aggregation Service Agreement” and together with the Cooperation Agreement and the Managerial Services Agreement, the “Omnia Global Agreements”).

Pursuant to the Omnia Global Agreements, the Company has acquired (i) an option regarding an assignment of a 50 MW battery energy storage system (BESS) project located at Marviken, Sweden (the “Envisaged Project”) and to hold an interconnection agreement with the relevant grid operator regarding the interconnection of the Envisaged Project to the electricity grid (the “Interconnector Agreement”), (ii) a right of first refusal, and (iii) an exclusive right to provide energy aggregation services as well as engineering and managerial consulting services to any new project of Omnia and its affiliates in Europe.

Pursuant to the Managerial Services Agreement the Company will provide its technology and expertise in management of advanced energy storage and grid modernization solutions and will receive payments from Omnia in the first year of approximately $ 1,345,389 and with a continuing term of twenty years , subject to customary termination provisions.

In consideration for this, the Company has agreed to issue, subject to the accomplishment of various contractual and operational milestones, 814,532 shares of Common Stock, (the “Common Stock Consideration”), which is equivalent to approximately 19.9 % of Nuvve’s outstanding Common Stock as of the date of execution of the Cooperation Agreement representing an aggregate value of approximately $ 1,018,165 as of the close of trading on March 5, 2026, and, subject to prior shareholder

NUVVE HOLDING CORP.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

approval and the accomplishment of various contractual and operational milestones, shares of Series B Convertible Preferred Stock of Nuvve (the “Preferred Stock Consideration”).

Subject to completion of the requisite milestones, per the Cooperation Agreement, the Company will seek to hold a shareholder meeting for purposes of approval of the issuance of the Preferred Stock Consideration before any such issuance is made.

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 9A. Controls and Procedures