Nuvve Holding Corp. 10-K

Item 9A. Controls and Procedures Evaluation of Disclosure Controls and Procedures Our management, with the participation of our Chief Executive Officer and our Chief Financial Officer, our principal executive officer and principal accounting and financial officer, respectively, have evaluated the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of December 31, 2025. Disclosure controls and procedures are controls and other procedures that are designed to ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in our reports filed under the Exchange Act is accumulated and communicated to management, including our Chief Executive Officer and our Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosu re. Based on the evaluation, our Chief Executive Officer and our Chief Financial Officer concluded that our disclosure controls and procedures were effective as of December 31, 2025. Management’s Report on Internal Control Over Financial Reporting Our management is responsible for establishing and maintaining an adequate system of internal control over financial reporting, as such term is defined in Exchange Act Rules 13(a)-15(f) and 15d-15(f) under the Exchange Act . Our system of internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with accounting principles generally accepted in the U.S. Our internal control over financial reporting includes those policies and procedures that: (i) pertain to the maintenance of records, in reasonable detail, accurately and fairly reflect our transactions and dispositions of our assets; (ii) provide reasonable assurance our transactions are recorded as necessary to permit preparation of our financial statements in accordance with accounting principles generally accepted in the U.S., and our receipts and expenditures are being made only in accordance with authorizations of our management and our directors; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of our assets could have a material effect on the financial statements. Our management conducted an evaluation of the effectiveness of the system of internal control over financial reporting based on the framework in Internal Control-Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on this evaluation, our management concluded our system of internal control over financial reportin g was effective as of December 31, 2025. This Form 10-K does not include an attestation report of our independent registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by our registered public accounting firm pursuant to the rules of the SEC to permit us to provide only management’s report in this Form 10-K. Changes in 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 The effectiveness of any system of internal control over financial reporting, including ours, is subject to inherent limitations, including the exercise of judgment in designing, implementing, operating, and evaluating the controls and procedures, and the 76 inability to eliminate misconduct completely. Accordingly, any system of internal control over financial reporting, including ours, no matter how well designed and operated, can only provide reasonable, not absolute assurances. In addition, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. We intend to continue to monitor and upgrade our internal controls as necessary or appropriate for our business, but there can be no assurance that such improvements will be sufficient to provide us with effective internal control over financial reporting. Item 9B. Other Information Rule 10b5-1 Trading Plans During the three months ended December 31, 2025, no director or officer of the Company adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(a) of Regulation S-K. Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections. None. 77 Part III Item 10. Directors, Executive Officers and Corporate Governance Executive Officers and Directors The table below lists the name, age and position of each of our executive officers and director as March 31, 2026. Name Age Position Gregory Poilasne 53 Chief Executive Officer and Director Ted Smith 58 Chief Executive Officer, Nuvve New Mexico and Director David G. Robson 58 Chief Financial Officer H. David Sherman 77 Director Jon M. 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. He is a co-founder of Nuvve and previously served as its Chairman. Mr. Poilasne is directly responsible for managing and overseeing all different activities related to the successful development, deployment and commercialization of Nuvve’s technologies, as well as developing and supporting the overall strategy. Since February 2019, he also has served as a board member of Dreev, a business venture between EDFRenewables, Inc. (“EDF”) and Nuvve. Mr. Poilasne has more than 20 years of experience in the start-up and technology space. He was Chief Executive Officer of DockOn AG, a Radio-Frequency technology company from February 2011 to January 2016. He was also Vice-President of Business Development of Rayspan, another Radio-Frequency technology company, from 2007 to 2010. Mr. Poilasne was Director of Engineering at Kyocera Wireless, a handset company from 2003 to 2006 and was a founding engineer and director of engineering at Ethertronics, a wireless antenna company, from 2000 to 2003. Mr. Poilasne holds an Masters of Business Administration (M.B.A) from the Wharton School of Business, University of Pennsylvania, a Ph.D. in Electrical Engineering from the University of Rennes 1, France and a Diplome d’ingenieur from the Ecole Superieur d’Electronique de l’Ouest (“ESEO”), France. We believe Mr. 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 the Chief Executive Officer of Nuvve New Mexico and a member of the Board since November 2020. Mr. 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. Mr. Smith is directly responsible for managing the successful development, deployment and commercialization of Nuvve’s technologies, as well as supporting global regulatory compliance efforts. He previously served as Nuvve’s Chief Administrative Officer from March 2017 until becoming Chief Operating Officer. He currently serves as a board member of Dreev, a business venture between EDF and Nuvve. Mr. Smith has more than 20 years of experience in the finance industry and previously served in various roles at Wall Street Associates, a San Diego-based investment advisory firm, including Principal, Chief Operating Officer from 2007 to January 2017, Chief Compliance Officer from 2003 to January 2017, and Quantitative Analyst from 1999 to 2003. From 1996 to 1999, Mr. Smith also served as Quantitative Analyst at Nicholas-Applegate Capital Management, a San Diego-based investment advisory firm. Mr. Smith also served as an officer in the United States Navy from 1989 to 1996. Mr. Smith holds an M.B.A from the University of San Diego and a Bachelor of Science in Marine Engineering/Technology from Maine Maritime Academy. He is also a Chartered Financial Analyst charterholder, held the Chartered Investment Counselor certification, and is NACD Directorship Certified® and has earned the NACD certificate in cyber risk oversight. We believe Mr. Smith is well-qualified to serve as a member of the Board due to his extensive experience with Nuvve, his business leadership, his operational and compliance experience and his contacts in and knowledge of the energy industry. David G. Robson has served as our Chief Financial Officer since March 2021. Mr. Robson has over twenty-five years of finance, accounting and operational experience and has held senior positions with both public and private companies in a variety of industries. Mr. Robson has served on the board of directors of NuZee Coffee, a leading co-packing company for single-serve coffee formats since March 2021. Mr. Robson recently served as the Chief Financial Officer and Chief Compliance Officer of Farmer Brothers Co., a national distributor of coffee, tea and culinary products from February 2017 to November 2019. His responsibilities included overseeing finance, information technology, mergers and acquisitions and investor relations. Mr. 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 78 high growth retailer while building strong finance and merchandising teams. From January 2012 to September 2014, Mr. Robson was the Chief Financial Officer of U.S. 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. From 2001 to 2007, he served as the Senior Vice President of Finance and Principal Accounting Officer for Guitar Center, Inc. Mr. Robson began his career with the accounting firm Deloitte & Touche LLP. Mr. 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. Non-Employee Directors Jon M. 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. Mr. Montgomery sits on the Board of Nature’s Miracle Holding Corp. (Nasdaq: NMHI) since March 2024. He is chair of the nominating and governance committee and is a member of the audit and compensation committees. Mr. Montgomery is a managing director at Meredith Financial Group Inc., a financial management and advisory firm located in New York City. From 2010 to 2013, he was managing partner at project finance advisory firm AGlobal Partners LLC where he assisted in arranging long-term, limited-recourse financing for private investments in renewable energy, telecommunications, mining & metals, PPPs, and other infrastructure projects in emerging and other international markets. He also advised clients on foreign direct investments, including those utilizing development finance institutions, export credit agencies, and political risk insurers. In addition, Mr. Montgomery has more than 25 years of marketing consulting and market research experience, informing and guiding clients’ branding, communications, segmentation and innovation challenges across a range of industries, particularly in the information technology, telecommunications, financial services, CPG, pharmaceutical, and retail sectors. He is experienced in applying model-based quantitative analysis — particularly choice-based modeling — to solving competitive problems. Previously, from 1996 to 2010, Mr. Montgomery co-founded Hudson Group Inc. in New York, a research-based marketing consultancy. He also held prior positions as executive vice president at Marketing Strategy & Planning Inc./Synovate, and vice president at Hase Schannen Research Associates Inc. Mr. Montgomery holds an M.B.A from Northeastern University and a Bachelor of Arts degree from the University of California, Berkeley. From 2000-2022 he was Adjunct Faculty in Marketing at the University of Georgia. We believe Mr. 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. H. 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. Professor Sherman served on the board and as audit committee chair for Dunxin Financial Holdings Ltd. (AMEX: DXF) from January 2018 to August 2019, Kingold Jewelry Inc. (Nasdaq: KGJI) from February 2011 to May 2016, China HGS Real Estate Inc. (Nasdaq: 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 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. Securities and Exchange Commission in the Division of Corporate Finance’s Office of Chief Accountant. Professor Sherman received his A.B. in Economics from Brandeis University and both an MBA and doctoral degrees from Harvard Business School. He is a Certified Public Accountant and previously practiced with Coopers & Lybrand. Professor Sherman’s research has been published in management and academic journals including Harvard Business Review, Sloan Management Review, Accounting Review and European Journal of Operations Research. We believe Mr. 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. 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 79 California, Irvine, an MBA from INSEAD, and dual BSE degrees in Electrical Engineering and Biomedical Engineering from Duke University. We believe Ms. 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. Mr. 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. Mr. 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 There are no familial relationships among the Company’s directors and executive officers. Audit Committee Our board of directors has established a standing audit committee. The audit committee consists of Mr. Sherman (chairperson), Mr. Montgomery and Mr. Johnson. 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. In addition, as required by the rules of The Nasdaq Stock Exchange LLC (“Nasdaq”), each member of the audit committee is able to read and understand fundamental financial statements, including a company’s balance sheet, income statement, and statement of cash flows. Financial Experts on Audit Committee Our board of directors determined that Mr. Sherman qualifies as an audit committee financial expert within the meaning of the rules and regulations of the SEC. In making this determination, the board considered Mr. Sherman’s formal education and previous experience in financial roles. In addition, as required by the rules of Nasdaq, we have at least one member who has past employment experience in finance or accounting, requisite professional certification in accounting, or other comparable experience or background that results in the individual’s financial sophistication. The board determined Mr. Sherman qualifies as financially sophisticated under the rules of Nasdaq. Compensation Committee Our board of directors has established a standing compensation committee. The compensation committee consists of Ms. Huang (chairperson), Mr. Montgomery and Mr. Sherman. The Board has determined that each member of the compensation committee is an independent director as defined by the rules of Nasdaq applicable to members of a compensation committee. The Board also determined that each member of the compensation committee is a non-employee director, as defined in Rule 16b-3 promulgated under the Exchange Act. The compensation committee makes all decisions regarding executive officer compensation. Nominating and Corporate Governance Committee Our board of directors has established a standing compensation committee. The nominating and corporate governance committee consists of Mr. Montgomery (chairperson), Mr. Sherman and Ms. Huang. The Board has determined that each member of the nominating and corporate governance committee is an independent director as defined by the rules of Nasdaq applicable to members of a nominating committee. The nominating and corporate governance committee is responsible for overseeing the selection of persons to be nominated to serve on the Board. The nominating and corporate governance committee also is responsible for developing a set of corporate governance policies and principles and recommending to the Board any changes to such policies and principles. Code of Ethics We have adopted a code of ethics for directors, officers (including our principal executive officer, principal financial officer and principal accounting officer) and employees, known as the Code of Ethics. 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 80 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 We have adopted an insider trading policy that governs the purchase, sale and/or disposition of our securities by our directors, officers, employees and consultants. We believe the insider trading policy is reasonably designed to promote compliance with insider trading laws, rules and regulations, and applicable Nasdaq listing standards. A copy of the insider trading policy is filed as Exhibit 19.1 to this Annual Report. 81 Item 11. Executive Compensation EXECUTIVE OFFICER COMPENSATION Summary Compensation Table The following table sets forth information concerning the compensation of the named executive officers for the years ended December 31, 2025 and 2024. Name Year Salary Stock Awards (1)(2)(3) Option Awards(2) Bonus(4) All Other Compensation Total Gregory Poilasne 2025 $ 506,250 $ 257,985 $ 203,099 $ — $ 15,000 (5) $ 982,334 Chief Executive Officer 2024 $ 406,875 $ — $ — $ 113,400 $ 16,500 (5) $ 536,775 Ted Smith 2025 $ 302,042 $ — $ 20,310 $ — $ 12,381 (6) $ 334,733 Chief Executive Officer of Nuvve New Mexico 2024 $ 345,844 $ — $ — $ 80,325 $ 12,525 (6) $ 438,694 David G. Robson 2025 $ 378,750 $ 182,739 $ 101,549 $ — $ 13,500 (7) $ 676,538 Chief Financial Officer 2024 $ 325,500 $ — $ — $ 75,600 $ — $ 401,100 (1) Some stock awards were in lieu of cash compensation or bonuses. (2) Represents the estimated grant date fair value of the restricted stock units and stock options as determined under the provisions of Financial Accounting Standards Board Accounting Standard Codification Topic 718. Such estimated fair value amounts do not necessarily correspond to the potential actual value realized from such awards. 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; (ii) for Mr. 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 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 For 2025 and 2024, the compensation program for the Company’s named executive officers consisted of base salary and incentive compensation delivered in the form of cash bonuses and equity awards. Base salary was set at a level that was commensurate with the executive’s duties and authorities, contributions, prior experience and sustained performance. Cash bonuses and equity awards were also set at a level that was commensurate with the executive’s duties and authorities, contributions, prior experience and sustained performance, subject to any employment or similar agreement with the executive. The Company provides benefits to its named executive officers on the same basis as it provides them to all of its employees, including health, dental and vision insurance; life and disability insurance; and a tax-qualified Section 401(k) plan for which no match by the Company is provided. In 2025 and 2024, the Company did not maintain any executive-specific benefit or perquisite programs. The Company has one active equity plan, the Nuvve Corporation 2020 Equity Incentive Plan (the “2020 Plan”). 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 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. 82 Employment Agreements Gregory Poilasne 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. Mr. Poilasne is also eligible to receive equity award grants as may be awarded in the discretion of the Compensation Committee. The Poilasne Agreement further provides that upon the termination of Mr. Poilasne by the Company without “cause” or by Mr. Poilasne for “good reason” (each as defined the 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. On March 31, 2025, the Company entered into an amended and restated employment agreement with Mr. Poilasne, deemed effective as of March 18, 2025 (the “Restated Poilasne Agreement”). The Restated Poilasne Agreement was approved by the Compensation Committee and supersedes any prior employment agreements or amendments with the Company. The term of the Restated Poilasne Agreement commences on the effective date March 18, 2025 and ends on March 18, 2028. Pursuant to the Restated Poilasne Agreement, Mr. Poilasne will receive an initial annual base salary of $420,000, which shall be increased to $650,000 upon the earliest of: (A) the date on which the Company receives an aggregate of $10.0 million in capital proceeds raised from financing transactions; (B) the date on which the Company achieves $15.0 million in revenue over a 12-month consecutive period; or (C) the twelve month anniversary of the effective date of the Restated Poilasne Agreement, provided, that effective as of the occurrence of a “change in control” (as defined in the Restated Poilasne Agreement), the base salary shall be $420,000. Mr. Poilasne 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, (ii) a one-time cash bonus of $125,000 upon the Company’s receipt of $15.0 million in capital proceeds raised as part of financing transactions, and (iii) a bonus of up to $100,000 per year at the discretion of the Compensation Committee. The Restated Poilasne Agreement further provides that upon the termination of Mr. 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. In the event Mr. Poilasne is terminated by the Company without “cause” or by Mr. Poilasne after a “change of control” within one year after such “change of control,” the aforementioned termination payments would be increased such that Mr. Poilasne will be entitled to a lump sum payment equal to 36 months of his base salary. Ted Smith On January 25, 2024, the Company entered into an amended and restated employment agreement with Mr. 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 83 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. Smith for the costs of his automobile lease (up to a maximum of $20,000 for the down payment and $1,200 per month) and his mobile phone. Mr. Smith was also eligible to receive equity award grants as may be awarded in the discretion of the Compensation Committee. 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 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; (C) to $400,000 per annum upon Nuvve New Mexico’s achievement of $3,000,000 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. David G. Robson 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. 84 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. Mr. Robson was also eligible to receive equity award grants as may be awarded in the discretion of the Compensation Committee. 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 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. Mr. 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. 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 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 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 $1,500 per month for automobile lease payments. Mr. Robson is also eligible to receive equity award grants as may be awarded in the discretion of the Compensation Committee. The 2026 Robson Employment Agreement further provides that upon the termination of Mr. Robson by the Company without “cause” or by Mr. Robson for “good reason” (each as defined the 2026 Robson Employment Agreement ), he will be entitled to continue to receive his then current base salary for the ensuing 12 months at the rate then in effect in accordance with the Company’s standard payroll procedures and will continue to receive health insurance benefits during such period . 401(k) Retirement Plan For 2025 and 2024, the Company provided a tax-qualified Section 401(k) plan for all employees, including its named executive officers. The Company did not provide a match for participants’ elective contributions to the 401(k) plan, nor did the Company provide to employees, including its named executive officers, any other retirement benefits, including but not limited to tax-qualified defined benefit plans, supplemental executive retirement plans and nonqualified defined contribution plans. 85 Outstanding Equity Awards at Year End The following table presents information regarding the outstanding stock options and restricted stock units held by the Company’s named executive officers at December 31, 2025. Stock Option Grants Stock Awards Name Number of Securities Underlying Unexercised Options Exercisable (1) Number of Securities Underlying Unexercised Options Unexercisable Option Exercise Price ($) 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 — — Gregory Poilasne 46 — $ 219,200.00 03/23/2031 — $— 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 — — Ted Smith 39 — $ 20,338.69 6/30/2027 — Ted Smith 38 — $ 111,486.19 12/31/2029 — — Ted Smith 30 — 219,200.00 03/23/2031 — $— 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 — $— David D. Robson 29 — $ 219,200.00 03/23/2031 — $— David D. Robson 13 — $ 2,560.00 12/31/2033 — $— David D. Robson 2 — $ 2,560.00 07/07/2033 — $— David D. Robson 25,001 — $ 7.80 11/19/2035 — $— (1) Options are fully vested. Potential Payments upon Termination or Change in Control As indicated above, each of Mr. Poilasne, Mr. Smith and Mr. Robson is entitled to a severance payment if his employment is terminated under specified circumstances, including upon certain terminations in connection with a change in control of the Company. In addition, the vesting of stock options and restricted stock units granted to the Company’s named executive officers under the Incentive Plan will be accelerated upon the occurrence of certain non-negotiated change of control transactions. In the event of certain negotiated change of control transactions, the compensation committee or the Board may (i) accelerate the vesting of the stock options and restricted stock awards under the Incentive Plan, or (ii) require the executive to relinquish the stock options or restricted stock awards under the Incentive Plan to the Company upon the tender by the Company to the executive of cash in an amount equal to the repurchase value of such award. Furthermore, in the event of a corporate transaction (as defined in the 2010 Plan), the administrator of the 2010 Plan may arrange for acceleration of the vesting of the awards and/or for the acquiring corporation to assume or continue the awards under the 2010 Plan. Clawback Policy We have adopted a compensation recovery policy that is compliant with the Nasdaq Listing Rules, as required by the Dodd-Frank Act. 86 DIRECTOR COMPENSATION The Board has established, based upon the recommendation of the Compensation Committee, a compensation program for the non-employee members of the Board. The compensation program is designed to align the directors’ compensation with the combined company’s business objectives and the creation of stockholder value. The compensation committee and the Board expect to review non-employee director compensation periodically to ensure that such compensation remains competitive and enables the combined company to recruit and retain qualified directors. Under the non-employee directors’ compensation program, each non-employee director will receive an annual cash retainer and will receive cash fees for serving as chair or as a member of the audit, compensation or nominating and corporate governance committees, as follows: Amount Annual Director Compensation Cash Retainer $40,000 Additional Annual Compensation for Chairperson of the Board $70,000 Additional Annual Compensation for Committee Chairs Audit Committee $20,000 Compensation Committee $15,000 Nominating and Corporate Governance Committee $10,000 Additional Annual Compensation for Committee Members (Other than Chairs) Audit Committee $10,000 Compensation Committee $7,500 Nominating and Corporate Governance Committee $5,000 The following table sets forth compensation earned during the year ended December 31, 2025 by each director who is not a named executive officer and served during the year ended December 31, 2025. Fees Stock Name Earned (1) Awards (2) Total Jon M. Montgomery $ 142,500 $ 47,000 $ 189,500 H. David Sherman $ 76,250 $ 47,000 $ 123,250 Angela Strand (3) $ 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. The director fees paid to each person listed are consistent with the director fees described herein above, including annual retainer and as a member and/or chair of a committee of the Board. (2) The amounts reported under “Stock Awards” are the estimated grant date fair value of restricted stock units granted during the respective year, with such amount as determined under the ASC 718, with respect to accounting for stock-based compensation expense. Such estimated fair value amounts do not necessarily correspond to the potential actual value realized of such awards. 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) Ms. Angela Strand resigned as a member of the Board effective April 1, 2025. (4) Mr. 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. Stock Option Grants Stock Awards Number Number Number Market Value of of of of Securities Securities Shares or Shares or Underlying Underlying Stock Stock Units of Units of Stock Stock Option Option Stock Stock Options Options Exercise Expiration That Have That Have Name Exercisable Unexercisable Price Date Not Vested Not Vested (1) Jon M. Montgomery — — $ — — — $ — H. David Sherman — — $ — — — $ — Angela Strand (2) — — $ — — — $ — 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. (2) Ms. Angela Strand resigned as a member of the Board effective April 1, 2025. (3) Mr. James Altucher resigned as a member of the Board effective January 7, 2026. 87 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. 88 Item 12. 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 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; • each of the Company’s executive officers and directors; and • all of the Company’s executive officers and directors as a group. Beneficial ownership is determined according to the rules of the SEC, which generally provide that a person has beneficial ownership of a security if he, she or it possesses sole or shared voting or investment power over that security, including options and warrants that are currently exercisable or exercisable within 60 days. Unless otherwise indicated, the Company believes that all persons named in the table have sole voting and investment power with respect to all the Company’s common stock beneficially owned by them. Name and Address of Beneficial Owner (1) Amount and Nature of Beneficial Ownership Percentage of Outstanding Shares (2) Directors and Executive Officers Gregory Poilasne (3) 83,387 5.66 % Ted Smith (4) 5,364 * David Robson (5) 48,536 * H. David Sherman 2,514 * Jon M. Montgomery 2,511 * Laura Huang 2,500 * Brian Johnson 2,500 * All directors and executive officers (7 individuals) 142,312 9.66 % 5% Beneficial Holders Bristol Investment Fund, Ltd. (6) 147,157 9.99 % Five Narrow Lane LP (7) 147,157 9.99 % Rainforest Partners LLC (8) 147,157 9.99 % The Hewlett Fund LP (9) 147,157 9.99 % ____________ * Less than 1%. (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 1,473,039 shares of the Company’s common stock outstanding as of December 31, 2025. (3) The beneficial ownership of 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. Poilasne. (4) The beneficial ownership of Mr. 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 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 89 Fund; 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. Bristol Capital Advisors, LLC, an entity organized under the laws of the State of Delaware (“Bristol Capital Advisors”), is the investment advisor to Bristol Investment Fund. Paul Kessler is manager of Bristol Capital Advisors and as such has voting and dispositive power over the securities held by Bristol Investment Fund. Mr. 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. (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. The address for The Hewlett Fund LP is 100 Merrick Road, Suite 400W, Rockville Centre, NY 11570. 90 EQUITY COMPENSATION PLANS As of December 31, 2025, the Company had the following compensation plans (including individual compensation arrangements) under which equity securities were authorized for issuance: Plan category Number of securities to be issued upon exercise of outstanding options, warrants and rights Weighted-average exercise price of outstanding options, warrants and rights Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a)) (a) (b) (c) Equity compensation plans approved by security holders (1) 188,407 $ 181.24 134,241 Equity compensation plans not approved by security holders (2) 223 $ — — Total 188,630 134,241 ____________________ (1) Includes outstanding options and the number of securities remaining available for future issuance under the Incentive 2020 Plan. (2) Includes outstanding options under the 2010 Plan. No further awards may be granted under the 2010 Plan. 91 Item 13. Certain Relationships and Related Transactions, and Director Independence 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. We also describe below certain other transactions with our directors, executive officers and stockholders. Intellectual Property Acquisition and Research Activities 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. Under the agreement, the Company agreed to make certain milestone payments to the University of Delaware in the aggregate amount of up to $7,500,000 based on the achievement of certain substantial commercialization targets. The 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 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, 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. Deep Impact 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”). We hold a 51% equity interest by way of Nuvve CPO, and WISE holds a 49% equity interest. Deep Impact is an entity formed for the principal purpose of operation, installation, maintenance of electric vehicle chargers and other related activities and services created as a business venture between us, Nuvve CPO and WISE. Nuvve CPO Inc., or Nuvve Charge Point Operator, was established in August 2024 to support the deployment and ongoing support of our customers charging station networks. In connection with Deep Impact, Nuvve CPO, WISE and Deep Impact entered into a Contribution and Unit Purchase Agreement (the “Contribution Agreement”), pursuant to which Nuvve CPO and WISE agreed to contribute $51 and $49, respectively, to Deep Impact, and to provide certain services pursuant to separate services agreements with Deep Impact. 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 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. 92 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 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 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 . During the year ended December 31, 2024, the Company recognized revenue of $159,629 from the same entity that is an investor in the Company. The Company had a balance of accounts receivable of zero each at December 31, 2025 and December 31, 2024, from the same entity that is an investor in the Company. Investments The Company accounts for its 4.65% equity ownership in Dreev as an investment in equity securities without a readily determinable fair value subject to impairment. The Company has a consulting services agreement with Dreev related to software development and 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. 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 Our certificate of incorporation provides that we will indemnify our directors and officers to the fullest extent permitted by Delaware law. In addition, we have entered into indemnification agreements with all of our directors and named executive officers. These indemnification agreements may require us, among other things, to indemnify each such director or executive officer for some expenses, including attorneys’ fees, judgments, fines, and settlement amounts incurred by him or her in any action or proceeding arising out of his or her service as one of our directors or executive officers. 93 Policies and Procedures for Related Party Transactions The Company’s written related party transaction policy requires the Company’s directors, nominees for director, officers, employees and 5% stockholders, and their immediate family members, to avoid, wherever possible, all related party transactions. Related-party transactions are defined as transactions in which (1) the aggregate amount involved will or may be expected to exceed $120,000 in any calendar year, (2) the Company or any of its subsidiaries is a participant, and (3) any (a) executive officer, director or nominee for election as a director, (b) greater than 5% beneficial owner of the Company common stock, or (c) immediate family member, of the persons referred to in clauses (a) and (b), has or will have a direct or indirect material interest (other than solely as a result of being a director or a less than 10% beneficial owner of another entity). In addition, the Company’s written code of ethics requires the Company’s directors, officers and employees to avoid conflicts of interest. A conflict of interest situation can arise when a person takes actions or has interests that may make it difficult to perform his or her work objectively and effectively. Conflicts of interest may also arise if a person, or a member of his or her family, receives improper personal benefits as a result of his or her position. The Company’s audit committee, pursuant to its written charter and related party transaction policy, is responsible for reviewing and approving related-party transactions to the extent the Company enters into such transactions. All ongoing and future transactions between the Company and any of its officers and directors or their respective affiliates shall be approved only if such transactions are on terms believed by the audit committee to be no less favorable to the Company than are available from unaffiliated third parties and such transaction does not constitute a conflict of interest. The audit committee, in its sole discretion, may impose such conditions as it deems appropriate on the Company or the related party in connection with the approval of the related party transaction. Upon approval by the audit committee, the related party transaction and any conditions thereon will be presented to the Board for approval by a majority of its disinterested independent members. Prior to entering into the proposed transaction, related parties are required to notify the Company’s Chief Financial Officer of the facts and circumstances of the proposed transaction. Additionally, the Company requires each of its directors and executive officers to complete a directors’ and officers’ questionnaire that elicits information about related party transactions. These procedures are intended to determine whether any such related party transaction impairs the independence of a director or presents a conflict of interest on the part of a director, employee or officer. Director Independence We utilize the Nasdaq listing rules in determining whether a director is independent. The Nasdaq rules generally define an “independent director” as a person, other than an executive officer of a company or any other individual having a relationship which, in the opinion of the issuer’s board of directors, would interfere with the exercise of independent judgment in carrying out the responsibilities of a director. Messrs. Poilasne and Smith are not considered to be independent due to their respective roles as executive officers of the Company. The Board has determined that each of Mr. Montgomery, Mr. Sherman, Ms. 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, Ms. 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. 94 Item 14. Principal Accounting Fees and Services The following table sets forth the fees billed for or in the years ended December 31, 2025 and 2024 by Deloitte & Touche LLP. Year Ended December 31, 2025 2024 Deloitte & Touche LLP Audit Fees (1) $ 902,855 $ 989,292 Audit-Related Fees (2) — — Tax Fees (3) — — All Other Fees 1,895 1,895 Total Fees $ 904,750 $ 991,187 ____________________ (1) Audit fees consist of fees billed for professional services by the accounting firm for audits and quarterly reviews of financial statements during the years ended December 31, 2025 and 2024 and for services that are normally provided by the accounting firm in connection with statutory and regulatory filings or engagements for those fiscal years, including the review of and issuance of consents in connection with registration statement filings with the SEC. (2) Audit related fees represent the aggregate fees billed for assurance and related professional services rendered by the accounting firm that are reasonably related to the performance of the audit or review of financial statements and are not reported under “Audit Fees.” (3) Tax fees represent the aggregate fees billed for professional services rendered by the accounting firm for tax compliance, tax advice, and tax planning services. The aggregate fees included in Audit Fees are those billed for the fiscal year. The aggregate fees included in the Audit-Related Fees and Tax Fees are those fees billed in the fiscal year. Pre-Approval Policies and Procedures The audit committee of the Board has adopted policies and procedures for the pre-approval of audit and non-audit services for the purpose of maintaining the independence of the Company’s independent auditor. The Company may not engage its independent auditor to render any audit or non-audit service unless either the service is approved in advance by the audit committee, or the engagement to render service is entered into pursuant to the audit committee’s pre-approval policies and procedures. All accountant services and fees noted above were either approved in advance by the audit committee or rendered pursuant to such pre-approval policies and procedures. Auditor Name: Deloitte & Touche LLP Auditor Firm ID: PCAOB ID: 34 Auditor Location: San Diego, CA 95 Part IV Item 15. Exhibits, Financial Statement Schedules The following documents are filed as part of this Annual Report on Form 10-K: (1) Financial Statements The consolidated financial statements filed as part of this Annual Report on Form 10-K are listed in the “Index to Financial Statements” on page F-1 of this Annual Report on Form 10-K. (2) Financial Statement Schedules All schedules have been omitted because the required information is not present or not present in amounts sufficient to require submission of the schedules, or because the information required is included in our consolidated financial statements or the notes thereto. (3) Exhibits . The following is a list of all exhibits filed or furnished as part of this Annual Report on Form 10-K. Incorporation by Reference Exhibit No. Description Form Exhibit No. Filing Date 2.1 Merger Agreement dated November 11, 2020 424B3 Annex A 2/17/2021 2.2 Amendment No. 1 to Merger Agreement dated February 20, 2021 8-K† 1.1 2/23/2021 3.1 Amended and Restated Certificate of Incorporation 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 3.5 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 8-K 3.1 1/22/2024 3.7 Certificate of Amendment to Amended and Restated Certificate of Incorporation 8-K 3.1 9/17/2024 3.8 Second Amended and Restated Bylaw of Nuvve Holding Corp. 8-K 3.1 12/5/2023 4.1 Warrant Agreement, dated February 13, 2020, by and between Continental Stock Transfer & Trust Company and the Registrant 8-K† 4.5 2/20/2020 4.2 Amendment No. 1 to Warrant Agreement 8-K 4.4 3/25/2021 4.3 Unit Purchase Option, dated February 19, 2020, between the Registrant and Chardan Capital Markets LLC 8-K† 4.7 2/20/2020 4.4 Amendment No. 1 to Unit Purchase Option 8-K 4.6 3/25/2021 4.5 Description of Securities 10-K 4.5 3/31/2022 4.6 Form of Pre-Funded Warrants 8-K 4.1 7/28/2022 4.7 Form Warrants 8-K 4.2 7/28/2022 4.8 Form of Pre-Funded Warrant 8-K 4.1 10/27/2023 4.9 Form of Series A Warrant to Purchase Common Stock S-1/A 4.9 1/26/2024 4.10 Form of Series B Warrant to Purchase Common Stock S-1/A 4.10 1/26/2024 4.11 Form of Series C Warrant to Purchase Common Stock S-1/A 4.11 1/26/2024 4.12 Form of Pre-Funded Warrant S-1/A 4.12 1/26/2024 4.13 Form of Underwriter Warrant S-1/A 4.13 1/26/2024 4.14 Form of Warrant Agency Agreement between the Company and Computershare Trust Company, N.A. S-1/A 4.14 1/26/2024 4.15 Form of Convertible Note, dated October 31, 2024 8-K 4.1 11/01/2024 4.16 Form of Warrant, dated October 31, 2024 8-K 4.2 11/01/2024 4.17 Form of Convertible Note, dated March 5, 2025 8-K 4.1 3/11/2025 4.18 Form of Warrant, dated March 5, 2025 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 96 Incorporation by Reference Exhibit No. Description Form Exhibit No. Filing Date 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 4.38 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 4.40 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 424B3 Annex A (Ex. B) 2/17/2021 10.2 Stockholder’s Agreement 8-K 10.5 3/25/2021 10.3 Form of PIPE Registration Rights Agreement 8-K 10.7 3/25/2021 10.4 Amended and Restated Employment Agreement with Gregory Poilasne, dated January 25, 2024 8-K 10.1 1/26/2024 10.5 Amended and Restated Employment Agreement with Ted Smith, dated January 25, 2024 8-K 10.2 1/26/2024 10.6 Amended and Restated Employment Agreement with David Robson, dated January 25, 2024 8-K 10.3 1/26/2024 10.7 Form of Indemnification Agreement 8-K 10.13 3/25/2021 10.8# IP Acquisition Agreement, effective November 2, 2017, between University of Delaware and Nuvve Corporation S-4 10.16 2/4/2021 10.9# Amended and Restated Research Agreement, dated September 1, 2017, between University of Delaware and Nuvve Corporation S-4 10.17 2/4/2021 10.10 + Nuvve Holding Corp. Amended and Restated 2020 Equity Incentive Plan 8-k 10.1 6/5/2023 10.11# Settlement and Release Agreement, dated February 2, 2024, between the Company and Rhombus Energy Solutions . 10-K 10.28 3/29/2024 10.12 † Master Services Agreement, dated May 14, 2024, by and between the Company and the Board of Fresno Economic Opportunities Commission. 10-Q 10.1 8/14/2024 10.13 Subordinated Business Loan and Security Agreement, dated August 9, 2024, by and among Nuvve Holding Corp. as borrower, Agile Lending, LLC, as Lender, and Agile Capital Funding, LLC, as collateral agent. 10-Q 10.2 8/14/2024 10.14 Form of Securities Purchase Agreement, dated October 31, 2024 8-K/A 10.1 12/20/2024 10.15 Form of Registration Rights Agreement, dated October 31, 2024 8-K 10.2 11/01/2024 10.16 First Amendment to Securities Purchase Agreement, dated as of January 14, 2025 8-K 10.1 1/15/2025 10.17 Second Amendment to Securities Purchase Agreement, effective as of February 4, 2025 8-K 10.1 2/4/2025 10.18 Third Amendment to Securities Purchase Agreement, dated as of February 4, 2025 8-K 10.1 2/5/2025 10.19 Fourth Amendment to Securities Purchase Agreement, dated as of February 7, 2025 8-K 10.1 2/7/2025 10.20 Fifth Amendment to Securities Purchase Agreement, dated as of March 2, 2025 8-K 10.1 3/3/2025 10.21 Subordinated Business Loan and Security Agreement, dated August 9, 2024, by and among Nuvve Holding Corp. as borrower, Agile Lending, LLC, as Lender, and Agile Capital Funding, LLC, as collateral agent. 10-Q 10.2 8/14/2024 10.22 Subordinated Business Loan and Security Agreement, dated November 27, 2024, by and among Nuvve Holding Corp. as borrower, Agile Lending, LLC, as Lender, and Agile Capital Funding, LLC, as collateral agen t. 8-K 10.1 12/04/2024 10.23 Form of Convertible Promissory Note dated August 16, 2024 10-Q 10.4 11/13/2024 10.24 Contribution and Unit Purchase Agreement entered as of August 16, 2024, by and among Nuvve CPO Inc., a Delaware corporation and wholly-owned subsidiary of Nuvve Holding Corp., a Delaware corporation, and WISE-EV LLC, or its designee, and Deep Impact 1 LLC, a Delaware limited liability company. 10-Q 10.5 11/13/2024 10.25 Form of Convertible Promissory Note dated August 27, 2024 8-K 10.1 8/29/2024 10.26 Convertible Promissory Note, dated December 31, 2024 8-K 4.1 1/7/2025 10.27 Common Stock Purchase Warrants, dated December 31, 2024 8-K 4.1 1/7/2025 97 Incorporation by Reference Exhibit No. Description Form Exhibit No. Filing Date 10.28 Securities Purchase Agreement, dated December 31, 2024, between the Company and the Investor 8-K 10.1 1/7/2025 10.29 Registration Rights Agreement, dated December 31, 2024, between the Company and the Investor 8-K 10.2 1/7/2025 10.30# Termination Agreement, dated January 24, 2025, between Nuvve Holding Corp. and Switch EV Ltd. 8-K 10.1 1/30/2025 10.31 Form of Securities Purchase Agreement, dated as of February 4, 2025 8-K 10.2 2/5/2025 10.32 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 10.33# Form of Securities Purchase Agreement, dated as of February 7, 2025 8-K 10.2 2/7/2025 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 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 10.46^ 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 98 Incorporation by Reference Exhibit No. Description Form Exhibit No. Filing Date 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 * 23.1 Consent of Deloitte & Touche LLP, Independent Registered Public Accounting Firm * 31.1 Rules 13a-14(a) Certification of Chief Executive Officer * 31.2 Rules 13a-14(a) Certification of Chief Financial Officer * 32.1 Section 1350 Certification of Chief Executive Officer ^ 32.2 Section 1350 Certification of Chief Financial Officer ^ 97.1 Nuvve Holding Corp. Compensation Clawback Policy 10-K 97.1 3/29/2024 101.INS Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document. * 101.SCH Inline XBRL Taxonomy Extension Schema Document * 101.CAL Inline XBRL Taxonomy Extension Calculation Linkbase Document * 101.DEF Inline XBRL Taxonomy Extension Definition Linkbase Document * 101.LAB Inline XBRL Taxonomy Extension Labels Linkbase Document * 101.PRE Inline XBRL Taxonomy Extension Presentation Linkbase Document * 104 Cover Page Interactive Data File - the cover page interactive data file does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document. * _____________________ * Filed herewith. + Indicates management contract or compensatory plan. ^ Furnished herewith. † Filed by Newborn Acquisition Corp., the predecessor to the registrant. # Certain confidential information contained in this document, marked by [***], has been omitted pursuant to Item 601(b)(10)(iv) of Regulation S-K because it is both (i) not material and (ii) the type of information that the registrant treats as private or confidential. Item 16. Form 10-K Summary None. 99 SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. NUVVE HOLDING CORP. By: /s/ Gregory Poilasne Gregory Poilasne Chief Executive Officer Date: March 31, 2026 Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated. Position Date By: /s/ Gregory Poilasne Chief Executive Officer March 31, 2026 Gregory Poilasne ( Principal Executive Officer) By: /s/ Ted Smith Chief Executive Officer, Nuvve New Mexico and Director March 31, 2026 Ted Smith By: /s/ David G. Robson Chief Financial Officer ( Principal Financial Officer and Principal Accounting Officer ) March 31, 2026 David G. Robson By: /s/ Jon M. Montgomery Chairperson of the Board and Director March 31, 2026 Jon M. Montgomery By: /s/ H. David Sherman Director March 31, 2026 H. David Sherman By: /s/ Laura Huang Director March 31, 2026 Laura Huang By: /s/ Brian Johnson Director March 31, 2026 Brian Johnson 100 Financial Statements. INDEX TO FINANCIAL STATEMENTS REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM (PCAOB ID: 34 ) F-2 CONSOLIDATED FINANCIAL STATEMENTS CONSOLIDATED BALANCE SHEETS F-3 CONSOLIDATED STATEMENTS OF OPERATIONS F-4 CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS F-5 CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY F-6 CONSOLIDATED STATEMENTS OF CASH FLOWS F-7 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS F-9 F-1 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the shareholders and the Board of Directors of Nuvve Holding Corp. Opinion on the Financial Statements We have audited the accompanying consolidated balance sheets of Nuvve Holding Corp. 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 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 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. Basis for Opinion These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company's financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. 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 F-2 $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 San Diego, California March 31, 2026 We have served as the Company’s auditor since 2022. F-3 NUVVE HOLDING CORP. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS December 31, 2025 December 31, 2024 Assets Current Assets Cash $ 5,467,250 $ 371,497 Restricted cash 320,000 320,000 Accounts receivable, net 1,094,651 2,148,198 Inventories 800,819 4,591,902 Prepaid expenses 883,301 494,986 Deferred costs 709,286 417,290 Due from related party 574,503 — Other current assets 1,184,704 931,244 Total Current Assets 11,034,514 9,275,117 Property and equipment, net 618,444 613,958 Intangible assets, net 1,065,705 1,062,766 Goodwill 96,000 — Investment in equity securities — 670,951 Investment in leases 98,321 101,415 Right-of-use operating lease assets 3,779,757 4,493,360 Deferred costs - noncurrent 594,558 564,558 Security deposit, long-term 105,782 15,687 Total Assets $ 17,393,081 $ 16,797,812 Liabilities and Equity Current Liabilities Accounts payable $ 3,406,969 $ 1,882,357 Accrued expenses 1,842,722 3,393,205 Deferred revenue - current 1,022,453 506,496 Debt -term loan — 1,609,928 Due to related party - promissory notes - current 1,113,564 562,241 Convertible notes - current 616,179 2,475,162 Operating lease liabilities - current 860,130 914,800 Other liabilities 2,340 6,969 Customer deposits 918,631 — Total Current Liabilities 9,782,988 11,351,158 Operating lease liabilities - noncurrent 3,558,659 4,254,173 Deferred revenue - noncurrent 874,779 771,747 Due to related party - promissory notes - noncurrent — 840,500 Warrants/investment rights liability 474,023 699,087 Other long-term liabilities 172,089 170,794 Total Liabilities 14,862,538 18,087,459 Commitments and Contingencies Mezzanine equity Series A Convertible Preferred stock, $ 0.0001 par value, 35,000 shares authorized, 6,000 issued and outstanding at December 31, 2025, and zero shares issued and outstanding at December 31, 2024; aggregate liquidation preference of $ 6,000,000 and $ 0 at December 31, 2025 and December 31, 2024, respectively 4,958,840 — Stockholders’ Equity Preferred Class A units, zero par value, 4,900,000 shares authorized; 4,900,000 units issued and outstanding at December 31, 2025, and zero units issued and outstanding at December 31, 2024, respectively 166,698 — Series 3 J-Kiss units, zero par value, 100,000,000 shares authorized; 10,090 units issued and outstanding at December 31, 2025, and zero units issued and outstanding at December 31, 2024, respectively 615,960 — Class B units, zero par value, 2,500,000 units authorized; 300,000 units issued and outstanding at December 31, 2025, and zero units issued and outstanding at December 31, 2024, respectively 300,000 — Preferred stock, $ 0.0001 par value, 1,000,000 shares authorized; zero shares issued and outstanding at December 31, 2025 and December 31, 2024, respectively — — Common stock, $ 0.0001 par value, 400,000,000 shares authorized; 2,069,882 shares issued and 2,069,840 shares outstanding at December 31, 2025; 22,624 shares issued and 22,582 shares outstanding at December 31, 2024. 11,758 6,408 Treasury stock, at cost, 42 shares outstanding at December 31, 2025; 42 shares outstanding at December 31, 2024. — — Additional paid-in capital 193,616,119 164,285,336 Accumulated other comprehensive income 38,041 46,494 Accumulated deficit ( 196,421,627 ) ( 165,599,076 ) Nuvve common stockholders’ deficit ( 1,673,051 ) ( 1,260,838 ) Non-controlling interests ( 755,246 ) ( 28,809 ) Total Nuvve stockholders’ deficit ( 2,428,297 ) ( 1,289,647 ) Total mezzanine equity 4,958,840 — Total Liabilities, Nuvve stockholders' deficit and mezzanine equity $ 17,393,081 $ 16,797,812 The accompanying notes are an integral part of these consolidated financial statements. F-4 NUVVE HOLDING CORP. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF OPERATIONS Years Ended December 31, 2025 2024 Revenue Products $ 3,046,150 $ 2,568,573 Services 1,188,581 2,307,679 Grants 559,211 409,977 Total revenue 4,793,942 5,286,229 Operating expenses Cost of products 2,418,237 2,124,506 Cost of services 503,039 1,410,051 Inventory impairment loss 3,469,895 — Selling, general, and administrative 26,752,318 17,671,110 Research and development 3,830,533 4,540,993 Total operating expenses 36,974,022 25,746,660 Operating loss ( 32,180,080 ) ( 20,460,431 ) Other income Interest expense, net ( 1,955,781 ) ( 767,373 ) Change in fair value of convertible notes ( 140,575 ) 444,656 Change in fair value of warrants/investment rights liability 940,500 3,662,370 Change in fair value of derivative liability — ( 3,626 ) Other, net 1,785,948 ( 300,408 ) Total other income, net 630,092 3,035,619 Loss before taxes ( 31,549,988 ) ( 17,424,812 ) Income tax (benefit) expense ( 1,000 ) 1,600 Net loss $ ( 31,548,988 ) $ ( 17,426,412 ) Less: Net loss attributable to non-controlling interests ( 726,437 ) ( 28,809 ) Net loss attributable to Nuvve Holding Corp. $ ( 30,822,551 ) $ ( 17,397,603 ) Net loss attributable to Nuvve Holding Corp. common stockholders $ ( 30,822,551 ) $ ( 17,397,603 ) Net loss per share attributable to Nuvve Holding Corp. common stockholders, basic and diluted $ ( 75.65 ) $ ( 1,076.70 ) Weighted-average shares used in computing net loss per share attributable to Nuvve Holding Corp. common stockholders, basic and diluted 407,435 16,158 The accompanying notes are an integral part of these consolidated financial statements. F-5 NUVVE HOLDING CORP AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS Years Ended December 31, 2025 2024 Net loss $ ( 31,548,988 ) $ ( 17,426,412 ) Other comprehensive (loss) income, net of taxes Foreign currency translation adjustments, net of taxes ( 8,453 ) ( 47,182 ) Total comprehensive loss $ ( 31,557,441 ) $ ( 17,473,594 ) Less: Comprehensive loss attributable to non-controlling interests, net taxes ( 726,437 ) ( 28,809 ) Comprehensive loss attributable to Nuvve Holding Corp. $ ( 30,831,004 ) $ ( 17,444,785 ) Comprehensive loss attributable to Nuvve Holding Corp. common stockholders $ ( 30,831,004 ) $ ( 17,444,785 ) The accompanying notes are an integral part of these consolidated financial statements. F-6 NUVVE HOLDING CORP. AND SUBSIDIARIES 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 Paid-in Capital Accumulated Other Comprehensive Income (Loss) Accumulated Deficit Non-controlling Interests Total 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 ) — — — — Share-based compensation — — — — — — — — — — — — 2,620,085 — — — 2,620,085 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 — — — — — — — — — — — — — — — — — Preferred dividends - non-controlling interest — — — — — — — — — — — — — — — — — Issuance of Common Shares related to Warrants — — — — — — — — 2,250 35 — — 538,985 — — — 539,020 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 ) Balances December 31, 2024 — — — — — — — — 22,582 6,408 42 — 164,285,336 46,494 ( 165,599,076 ) ( 28,809 ) ( 1,289,647 ) Common stock reverse split - rounding — — — — — — — 81,398 8 — — — — — — 8 Exercise of stock options and vesting of restricted stock units — — — — — — — 123,503 494 — — ( 494 ) — — — — Share-based compensation — — — — — — — — — — — 2,432,132 — — — 2,432,132 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 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 ) 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 ) Th e accompanying notes are an integral part of these consolidated financial statements. F-7 NUVVE HOLDING CORP. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS Years Ended December 31, 2025 2024 Operating activities Net loss $ ( 31,548,988 ) $ ( 17,426,412 ) Adjustments to reconcile to net loss to net cash used in operating activities Depreciation and amortization 329,500 337,971 Share-based compensation 2,432,132 2,620,127 Inventory impairment loss 3,469,895 — Change in fair value of warrants liability ( 940,500 ) ( 3,263,697 ) Change in fair value of convertible notes 140,575 ( 444,656 ) Change in fair value of derivative liability — 3,626 Fair value of warrants issued for cryptocurrency strategy consulting services 8,194,000 — Loss on warrants issuance — 305,065 Provision for credit losses 990,105 — Amortization of discount on debt and promissory notes 162,312 87,222 Gains from the sale of equity investment interest ( 244,214 ) — Noncash lease expense 721,870 357,118 Change in operating assets and liabilities Accounts receivable 63,442 ( 148,299 ) Inventory 321,188 1,297,551 Prepaid expenses and other assets ( 1,190,901 ) 1,506,991 Accounts payable 1,524,612 196,413 Advance deposit from customer 918,631 — Accrued expenses and other liabilities ( 2,592,869 ) ( 1,422,380 ) Deferred revenue 622,083 259,026 Net cash used in operating activities ( 16,627,127 ) ( 15,734,334 ) Investing activities Cash used in acquisition ( 340,200 ) — Purchase of property and equipment ( 57,099 ) ( 45,395 ) Proceeds from sale of equity investment interest 915,165 — Net cash provided by (used in) investing activities 517,866 ( 45,395 ) Financing activities Proceeds from debt and promissory notes obligations, net of issuance costs 9,422,198 6,470,500 Repayment of debt and promissory notes obligations ( 3,323,948 ) ( 654,655 ) Payment of finance lease obligations ( 8,267 ) ( 10,074 ) Proceeds from issuance of Class B units 300,000 — Proceeds from exercise of warrants 4,296,407 155,060 Proceeds from convertible series A preferred, net of offering costs 4,958,840 — Proceeds from common stock offering, including pre-funded warrants, net of offering costs 5,509,874 8,502,086 Proceeds from issuance of series 3 J-Kiss units 41,457 — Net cash provided by financing activities 21,196,561 14,462,917 Effect of exchange rate on cash 8,453 ( 6,351 ) Net decrease in cash and restricted cash 5,095,753 ( 1,323,163 ) Cash and restricted cash at beginning of year 691,497 2,014,660 Cash and restricted cash at end of year $ 5,787,250 $ 691,497 Supplemental Disclosure of cash information: Cash paid for interest $ 1,654,799 $ 563,345 Cash paid for income taxes $ 1,600 $ 1,600 Supplemental Disclosure of Noncash Investing and Financing Activities: Conversion of Notes and accrued interest to common shares $ 8,903,712 $ — Payment of Promissory with Receivable $ 283,578 $ — Issuance of preferred class A units for acquisition $ 166,698 $ — Issuance of common shares in exchange for payment of promissory note $ 277,786 $ — Issuance of Series 3 J-Kiss units in exchange for loan receivable $ 574,503 $ — Th e accompanying notes are an integral part of these consolidated financial statements. F-8 NUVVE HOLDING CORP. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Note 1 – Organization and Description of Business (a) Description of Business Nuvve Holding Corp., a Delaware corporation headquartered in San Diego, California (the “Company” or “Nuvve”), was founded on November 10, 2020 under the laws of the state of Delaware. 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 including advanced energy storage solutions. 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. The VPP can generate revenue by selling or making available to utility companies excess energy when the price is relatively high or buying energy when the price is relatively low. The V2G technology may allow energy users to reduce energy peak consumption and enable utilities to reduce the required internally generated peak demand. Nuvve’s technology is patent protected. Nuvve’s first commercial operation was proven in Copenhagen in 2016. Since then, Nuvve has established operations in the United States, the United Kingdom, France, and Denmark. In addition to Nuvve’s algorithms and software, Nuvve provides complete V2G solutions to its customers, including V2G bi-directional chargers which are preconfigured to work with Nuvve’s GIVe platform. The Company’s technology is compatible with several charger manufacturers both in Direct Current ("DC") (such as CHAdeMO, a DC charging standard for electric vehicles, enabling seamless communication between the vehicle and the charger) and Alternative Current ("AC") mode. (b) Reverse Stock Split At the Company’s Special Meeting of Stockholders held on January 5, 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-40. The Board approved a 1-for-40 reverse split ratio, and on January 19, 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 January 19, 2024 (the “January 2024 Reverse Stock Split”). The January 2024 Reverse Stock Split is already reflected in the year ended December 31, 2024 consolidated financial statement balances. 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”). 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. The number of shares of common stock into which these outstanding securities are convertible or exercisable were adjusted proportionately as a result of the Reverse Stock Spli ts. The exercise prices of any outstanding warrants or stock options were also proportionately adjusted in accordance with the terms of those securities and the Company’s equity incentive plans. 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 December 2025 Reverse Stock Split, the January 2024 Reverse Stock Split and the September 2024 Reverse Stock Split for all periods presented. F-9 NUVVE HOLDING CORP. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (c) Structure of the Company Nuvve has four wholly owned subsidiaries, Nuvve Corp., Nuvve CPO Inc., Hype Strategy LLC, and Nuvve Japan Corporation. Nuvve Corp. 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. In August 2021, the Company formed Levo Mobility LLC, a Delaware limited liability company ("Levo"), with Stonepeak Rocket Holdings LP, a Delaware limited partnership ("Stonepeak"), and Evolve Transition Infrastructure LP, a Delaware limited partnership ("Evolve"). Stonepeak and Evolve conditional capital contribution commitments expired on August 4, 2024. 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. As a result of the Closing, the Company became the 100 % owner of Levo. On December 13, 2024, the Company dissolved Levo as an entity. Levo was a consolidated entity of the Company. Please see Note 2 for the principles of consolidation. Deep Impact On August 16, 2024, the Company, Nuvve CPO, and WISE EV-LLC (“WISE”), entered into the definitive agreements to form Deep Impact 1 LLC, a Delaware limited liability company (“Deep Impact”) in which the Company holds a 51 % equity interest by way of Nuvve CPO, and in which WISE holds a 49 % equity interest. Deep Impact is an entity formed for the principal purpose of operation, installation, maintenance of electric vehicle chargers and other related activities and services created as a business venture between the Company, Nuvve CPO and Wise. In connection with the Deep Impact, Nuvve CPO, WISE and Deep Impact entered into a Contribution and Unit Purchase Agreement (the “Contribution Agreement”), pursuant to which Nuvve CPO and WISE agreed to contribute $ 51 and $ 49 , respectively to the Deep Impact, and to provide certain services pursuant to separate services agreements to Deep Impact. 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. 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. F-10 NUVVE HOLDING CORP. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) Note 2 – Summary of Significant Accounting Policies (a) Basis of Presentation The accompanying consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”). 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. Since inception, the Company has incurred recurring losses and negative cash flows from operations and has an accumulated deficit of $ 196.4 million and $ 165.6 million as of December 31, 2025 and December 31, 2024, respectively . During the years ended December 31, 2025 and December 31, 2024 , the Company incurred an operating loss of $ 32.2 million and $ 20.5 million, respectively, and used $ 16.6 million and $ 15.7 million, respectively, of cash in operations. The Company continues to expect to generate operating losses and negative cash flows and will need additional funding to support its planned operating activities through profitability and to repay its $ 1.7 million of debt due within a year after these financial statements are issued. The transition to profitability is dependent upon the successful expanded commercialization of the Company's GIVe platform and the achievement of a level of revenues adequate to support its cost structure. 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 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. However, as such plans are not solely within management’s control management cannot conclude as of the date of this filing that the plans are probable of being successfully implemented and as such has concluded that substantial doubt exists about the Company’s ability to continue as a going concern for twelve months from the date of issuance of our financial statements. The consolidated financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities that might result from the outcome of this uncertainty. (b) Principles of Consolidation The consolidated financial statements include the accounts and operations of the Company, its wholly owned subsidiaries and its consolidated variable interest entity. All intercompany accounts and transactions have been eliminated upon consolidation. Variable Interest Entities Pursuant to the consolidation guidance, the Company first evaluates whether it holds a variable interest in an entity in which it has a financial relationship and, if so, whether or not that entity is a variable interest entity ("VIE"). A VIE is an entity with insufficient equity at risk for the entity to finance its activities without additional subordinated financial support or in which equity investors at risk lack the characteristics of a controlling financial interest. If an entity is determined to be a VIE, the Company evaluates whether the Company is the primary beneficiary. The primary beneficiary analysis is a qualitative analysis based on power and economics. The Company concludes that it is the primary beneficiary and consolidates the VIE if the Company has both (i) the power to direct the activities of the VIE that most significantly influence the VIE's economic performance, and (ii) the obligation to absorb losses of, or the right to receive benefits from, the VIE that could potentially be significant to the VIE. 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 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. The Company had determined that Levo was a VIE in which the Company was the primary beneficiary. Accordingly, the Company consolidated Levo and recorded a non-controlling interest for the share of the entity owned by Stonepeak and Evolve. On October 15, 2024, the Company, Stonepeak, and Evolve entered into a Limited Liability Company Interest Sale Agreement, pursuant to which Stonepeak and Evolve sold their combined 49 % membership interest in Levo to the Company for a de minimis price. 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. On December 13, 2024, the Company dissolved Levo as an entity. F-11 NUVVE HOLDING CORP. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) Assets and Liabilities of Consolidated VIEs The Company's consolidated financial statements include the assets, liabilities and results of operations of VIEs for which the Company is the primary beneficiary. The other equity holders’ interests are reflected in "Net loss attributable to non-controlling interests" in the consolidated statements of operations and "Non-controlling interests" in the consolidated balance sheets. See Note 18 for details of non-controlling interests. 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 and non-controlling interests assets and liabilities included in the Company’s consolidated balance sheets: December 31, 2025 December 31, 2024 Assets 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 Liabilities Accounts payable and other liabilities $ 90,063 $ 166,681 Deferred revenue 100,000 — Promissory notes 1,148,738 884,676 Accrued expenses and other liabilities 60,053 — Intercompany payable 2,910,040 — Total Liabilities $ 4,308,894 $ 1,051,357 (c) 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. (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, 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. Actual results could materially vary from those estimates. (e) Warrants The Company reviews the terms of warrants to purchase its common stock to determine whether warrants should be classified as liabilities or stockholders’ equity in its consolidated balance sheet. In order for a warrant to be classified in stockholders’ equity, the warrant must be (a) indexed to the Company’s equity and (b) meet the conditions for equity classification in Accounting Standards Codification (“ASC”) Subtopic 815-40, Derivatives and Hedging – Contracts in an Entity’s Own Equity . If a warrant does not meet the conditions for equity classification, it is carried on the consolidated balance sheet as a warrant liability measured at fair value, with subsequent changes in the fair value of the warrant recorded in the statement of operations as change in fair value of warrants in other income (expense). 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. F-12 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. dollar. All local foreign currency asset and liability amounts are remeasured into U.S. dollars at balance sheet date exchange rates, except for inventories, prepaid expenses, and property, plant, and equipment, which are remeasured at historical rates. Foreign currency revenue and expenses are remeasured at average exchange rates in effect during the year, except for expenses related to balance sheet amounts which are remeasured at historical exchange rates. Transaction gains and losses that arise from exchange rate fluctuations on transactions denominated in a currency other than the functional currency are included in other income (expense) in the consolidated statements of operations. The financial position and results of operations of the Company’s non-U.S. dollar functional currency subsidiary, Nuvve Denmark, are measured using the subsidiary’s local currency as the functional currency. The Company translates the assets and liabilities of Nuvve Denmark into U.S. dollars using exchange rates in effect at the balance sheet date. Revenues and expenses for the subsidiary are translated using rates that approximate those in effect during the period. The resulting translation gain and loss adjustments are reflected as a foreign currency translation adjustment in accumulated other comprehensive income (loss) within stockholders’ equity in the consolidated balance sheets. Foreign currency translation adjustments are included in other comprehensive income in the consolidated statements of operations and comprehensive loss. (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. The Company has not experienced any losses in these accounts and believes it is not exposed to any significant credit risk in this area. 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, 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. The Company performs ongoing credit evaluations of customers to assess the probability of accounts receivable collection based on a number of factors, including past transaction experience with the customer, assessment of their credit history, and review of the invoicing terms of the contract. The Company maintains an allowance for credit losses on customer accounts when deemed necessary. Based on the analysis, the Compa ny recorded an allowance for credit losses as o f December 31, 2025 and December 31, 2024. See Note 6 for details. (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, 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. At December 31, 2025, three customers in aggregate accounted for 41.6 % of accounts receivable. At December 31, 2024, three customers in aggregate accounted for 71.6 % of accounts receivable. Approximately 56.6 % and 81.3 % of the Company’s trade accounts receivable balance was with five customers at December 31, 2025 and 2024, respectively. The Company estimates its maximum credit risk for accounts receivable at the amount recorded on the balance sheet. The trade accounts receivables are generally short-term and all potential credit losses have been appropriately considered in establishing the allowance for doubtful accounts. (j) Inventories Inventories, consisting primarily of DC chargers, are stated at the lower of cost or net realizable value. The Company values its inventories using the first-in, first-out method. Cost includes purchased products. Net realizable value is based on current F-13 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. (k) Property and Equipment, Net Property and equipment are carried at cost less accumulated depreciation. Depreciation is calculated on a straight-line basis over the estimated useful lives of the respective asset. Maintenance and repairs are expensed as incurred while betterments are capitalized. Upon sale or disposition of assets, any gain or loss is included in the consolidated statement of operations. (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. (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. If the estimated future cash flows (undiscounted and without interest charges) from the use of an asset are less than the carrying value, a write-down would be recorded to reduce the related asset to its estimated fair value. There were no such write-downs for the years ended December 31, 2025 and 2024. (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. The Company reviews its equity securities without readily determinable fair values on a regular basis to determine if the investment is impaired. For purposes of this assessment, the Company considers the investee’s cash position, earnings and revenue outlook, liquidity, and management ownership, among other factors, in its review. If management’s assessment indicates that an impairment exists, the Company estimates the fair value of the equity investment and recognizes in current earnings an impairment loss that is equal to the difference between the fair value of the equity investment and its carrying amount. In February 2019, the Company invested in common shares of Dreev SaS, (“Dreev”). Dreev is a nonpublic entity, for which there is no readily determinable fair value. 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. Participating employees may contribute up to the statutory limits. For the years ended December 31, 2025 and 2024, the Company did not contribute to the savings plan. (p) Fair Value Measurement The Company’s financial instruments consist principally of cash, accounts receivable, accounts payable, accrued expenses, and warrants. Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. In determining fair value, the Company utilizes valuation techniques that maximize the use of observable inputs and minimizes the use of unobservable inputs to the extent possible. The Company also considers counterparty risk and its own credit risk in its assessment of fair value. The categorization of financial instruments within the valuation hierarchy is based on the lowest level of input that is significant to the fair value measurement. The inputs used to measure fair value are prioritized based on a three-level hierarchy. The three levels of inputs used to measure fair value are defined as follows: • Level 1 – Quoted prices in active markets for identical assets or liabilities. F-14 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. (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 ). (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. The Company enters into contracts that can include various combinations of products and services, which are generally distinct and accounted for as separate performance obligations. Revenue is recognized net of allowances for credits and any taxes collected from customers, which are subsequently remitted to governmental authorities. The Company recognizes revenue through the following steps: • Identification of the contract, or contracts, with a customer; • Identification of the performance obligations in the contract; • Determination of the transaction price; • Allocation of the transaction price to the performance obligations in the contract; and • 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, 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. GIVe platform access is considered a monthly series comprised of one performance obligation and fees are recognized as revenue in the period the services are provided to and consumed by the customer. The transaction price for each contract is allocated between the identified performance obligations based on relative estimated standalone selling prices. The Company occasionally enters into contracts with customers in which EV charging stations are sold at a discount in exchange for a higher percentage of revenue share from the customer selling energy through the GIVe platform or from carbon credits. Due to the long-term nature of these payment terms, certain contracts are considered to have significant financing components as it relates to the equipment. The Company estimates the effect of any significant financing component and records the revenue associated with the EV charging stations at the estimated present value of the expected stream of payments. 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 – 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 F-15 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. The Company determined that the nature of the GIVe application performance obligation is providing continuous access to its GIVe application for the contract period. Although the activities that the customer may be able to perform via the GIVe application may vary from day to day, the overall promise is to provide continuous access to the GIVe application to the customer for a period of one - to twelve years . 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, 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. The Company has entered into various agreements for research and development and software development services. The terms of these arrangements typically include terms whereby the Company receives milestone payments in accordance with the scope of services outlined in the respective agreement or is reimbursed for allowable costs. At the inception of each arrangement that includes milestone payments, the Company evaluates whether a significant reversal of cumulative revenue associated with achieving the milestones is probable and estimates the amount to be included in the transaction price using the most likely amount method. 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, 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. Any such adjustments are recorded on a cumulative catch-up basis, which would affect revenues and earnings in the period of adjustment. Revenue arising from reimbursed allowable costs are recognized as the costs are submitted and approved by the applicable agency. The Company occasionally sells extended warranty contracts on the charging stations, which includes maintenance of the equipment for a period (e.g., three years , five years , 10 years, 12 years). The warranty provides the customer with assurance that the product will function as intended for the period of the contract and maintenance services related to the equipment. Since the warranty provides a customer with a service in addition to the assurance that the product complies with agreed-upon specifications, the promised service is a performance obligation. Access to the warranty services represent a series of distinct services that are substantially the same and have the same pattern of transfer to the customer, and the Company recognizes warranty revenue ratably with the passage of time. The Company occasionally enters into agreements with third parties that include payment of management fees for services such as project design, planning, and management. Revenue on such agreements are recognized based on pre-agreed fees schedule on the performance obligations. Revenue for certain service contracts, such as third party installation, is recognized on gross basis over time using an input method where progress on the performance obligation is measured based on the proportional actual costs incurred to date relative to the total costs expected to be required to satisfy the performance obligation. Bill-and-hold arrangements - The Company occasionally enters into bill and hold arrangements in which some customers request that billed products that are ready for delivery be held at the Company's warehouse facility for them until shipment at a later date. In this instance, revenue is recognized when; 1) the risks of ownership, including title, have passed to the customer, 2) the product must be identified separately as belonging to the customer, 3) the product currently must be ready for physical transfer to the customer, and 4) the Company does not have the ability to use the product or to direct it to another customer. Grant revenue – The Company has concluded that grants are not within the scope of ASC 606, as government entities do not meet the definition of a “customer” as defined by ASC 606, and as for the grants, there is not considered to be a transfer of control of goods or services to the government entity funding the grant. Additionally, the Company has concluded these government grants meet the definition of a contribution and are non-reciprocal transactions. Revenues from each grant are based upon internal costs incurred that are specifically covered by the grant. Revenue is recognized as the Company incurs expenses that are related to the grant. 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 F-16 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. Contract modifications for services that are not distinct from the existing contract are accounted for as if they were part of that existing contract. In these cases, the effect of the contract modification on the transaction price and the measure of progress for the performance obligation to which it relates are recognized as an adjustment to revenue (either as an increase in or a reduction of revenue) on a cumulative catch-up basis. Contract modifications for goods or services that are considered distinct from the existing contract are accounted for as separate contracts. The Company’s contract liabilities consist solely of deferred revenue related to amounts billed or received in advance of services or products delivered. (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. (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. (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. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. The Company evaluates its deferred tax assets quarterly to determine if a valuation allowance is required and considers whether a valuation allowance should be recorded against deferred tax assets based on the likelihood that the benefits of the deferred tax assets will or will not ultimately be realized in future periods. In making this assessment, significant weight is given to evidence that can be objectively verified, such as recent operating results, and less consideration is given to less objective indicators, such as future income projections. After consideration of positive and negative evidence, if the Company determines that it is not more likely than not that it will generate future income sufficient to realize its deferred tax assets, the Company will record a reduction in the valuation allowance. The Company applies certain provisions of ASC 740, which includes a two-step approach to recognizing and measuring uncertain tax positions. The first step is to evaluate the tax position for recognition by determining if the weight of available evidence indicates it is more likely than not that the position will be sustained on audit, including resolution of related appeals or litigation processes, if any. The second step is to measure the tax benefit or obligation as the largest amount that is more than 50% likely of being realized upon ultimate settlement. The Company considers many factors when evaluating and estimating its tax positions and tax benefits, which may require periodic adjustments. (v) Research and Development The Company expenses research and development costs as incurred. External software development expense is included in research and development costs except for those costs which require capitalization in accordance with GAAP. Certain research and development costs are related to performance on grant contracts. F-17 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 ). Stock-based compensation cost is measured based on the estimated grant date fair value of the award and is recognized as expense over the requisite service period. The Company accounts for forfeitures as they occur. (x) Leases The Company makes a determination if an arrangement constitutes a lease at inception, and categorizes the lease as either an operating or finance lease. Operating leases are included in right-of-use operating lease assets and operating lease liabilities in the Company's consolidated balance sheets. Finance leases are included in property, plant and equipment, net and other liabilities in the consolidated balance sheets. Leases with an initial term of 12 months or less are not recorded on the consolidated balance sheets. The Company has entered into leases for building facilities and vehicles. The Company’s leases have contractual terms of up to 10 years, some of which have options to extend the lease. For purposes of calculating operating lease liabilities, lease terms are deemed not to include options to extend the lease renewals until it is reasonably certain that the Company will exercise that option. The Company's lease agreements do not contain any material residual value guarantees or material restrictive covenants. 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. Operating lease right-of-use assets and liabilities are recognized at commencement date based on the present value of lease payments over the lease term. As the implicit rate on most of the Company's leases are not reasonable determinable, the Company uses its incremental borrowing rate based on the information available at commencement date in determining the present value of lease payments. The Company uses the implicit rate when readily determinable. Lease terms may include options to extend or terminate the lease when it is reasonably certain that the company will exercise that option. Lease expense is primarily recognized on a straight-line basis over the lease term. The Company has lease agreements with lease and non-lease components, which are combined for certain assets classes. (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 F-18 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 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 . ASU 2024-03 requires a public business entity ("PBE") to disclose, on an annual and interim basis, additional information about certain costs and expenses in the notes to financial statements. Specifically, in a tabular disclosure, the amounts of (a) purchases of inventory; (b) employee compensation; (c) depreciation; (d) intangible asset amortization; and (e) depreciation, depletion, and amortization recognized as part of oil- and gas-producing activities (or other amounts of depletion expense) included in each relevant expense caption. Within the same tabular disclosure, a PBE is required to include certain expense, gain, or loss amounts that are already required to be disclosed under U.S. GAAP. Additionally, a PBE is required to disclose a qualitative description of the amounts remaining in relevant expense captions that are not separately disaggregated quantitatively. 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. 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. The Company is currently evaluating the impact of the adoption on its financial statement disclosures. F-19 NUVVE HOLDING CORP. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) Note 3 – Revenue Recognition The disclosures below discuss the Company’s material revenue contracts. The following table provides information regarding disaggregated revenue: Years Ended December 31, 2025 2024 Revenue recognized over time: Services - engineering and others (1) $ 1,089,616 $ 1,986,008 Grid services 98,965 321,671 Grants 559,211 409,977 Revenue recognized at point in time: Products 3,046,150 2,568,573 Total revenue $ 4,793,942 $ 5,286,229 __________________ (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 2027 365,609 2028 225,314 2029 175,885 Thereafter 107,971 Total (1) $ 1,897,232 __________________ (1) The revenue recognition is subject to the completion of construction and commissioning of the EV infrastructure. The following table summarizes the Company’s revenues by geography: Years Ended December 31, 2025 2024 United States $ 4,519,052 $ 4,979,722 Denmark 180,423 306,507 Japan 94,467 — $ 4,793,942 $ 5,286,229 F-20 NUVVE HOLDING CORP. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) Note 4 – Fair Value Measurements The following are the liabilities measured at fair value on the consolidated balance sheet at December 31, 2025 and December 31, 2024, using quoted price in active markets for identical assets (Level 1); significant other observable inputs (Level 2); and significant unobservable inputs (Level 3): Level 1: Quoted Prices in Active Markets for Identical Assets Level 2: Significant Other Observable Inputs Level 3: Significant Unobservable Inputs Total at December 31, 2025 Total Gains (Losses) For The For The Year Ended December 31, 2025 Recurring fair value measurements 2024 February Institutional/Accredited Investor warrants $ — $ — $ — $ — $ 291,566 2024 October Institutional/Accredited Investor Warrants $ — $ — $ 1,403 $ 1,403 $ 290,831 Senior Convertible Notes - October 2024 $ — $ — $ — $ — $ ( 1,219,305 ) Additional Investment Rights - October 2024 $ — $ — $ — $ — $ 5,950 2024 December Institutional/Accredited Investor Warrants $ — $ — $ — $ — $ 109,337 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 Level 1: Quoted Prices in Active Markets for Identical Assets Level 2: Significant Other Observable Inputs Level 3: Significant Unobservable Inputs Total at December 31, 2024 Total Gains (Losses) For The Year Ended December 31, 2024 Recurring fair value measurements 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 11 ) measured at fair value on a recurring basis using significant unobservable inputs (Level 3) during the year ended December 31, 2025: F-21 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 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 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 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 . The fair value of the level 3 2024 February Institutional/Accredited Investor Warrants was estimated at December 31, 2024 using the Black-Scholes model which used the following inputs: term of 4.09 years , risk free rate of 4.33 % , no dividends, volatility of 85.0 % , common stock price of $ 124.80 , and strike price of $ 800.00 . The fair value of the level 3 2024 October Institutional/Accredited Investor Warrants was estimated at December 31, 2025 using the M onte Carlo Simulation model which used the following inputs: 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 . F-22 NUVVE HOLDING CORP. AND SUBSIDIARIES 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 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 $ — $ — F-23 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. 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 – Investments The Company accounts for its 4.65 % equity ownership in Dreev as an investment in equity securities without a readily determinable fair value subject to impairment. The Company has a consulting services agreement with Dreev related to software development and 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. 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 resulting in a gain of $ 244,214 recorded in other income in the consolidated statement of operations. Note 6 – Account Receivables, Net The following tables summarizes the Company's account receivables: As of December 31, 2025 2024 Trade receivables $ 2,401,271 $ 2,463,821 Less: allowance for credit losses ( 1,306,620 ) ( 315,623 ) Accounts receivable, net $ 1,094,651 $ 2,148,198 Allowance for credit losses: Balance December 31, 2023 $ ( 382,598 ) Provision ( 41,082 ) Write-off — Recoveries 108,057 Balance December 31, 2024 $ ( 315,623 ) Provision (1) ( 990,997 ) Write-off — Recoveries — 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 The following table summarizes the Company’s inventories balance by category: As of December 31, 2025 2024 DC Chargers $ 230,272 $ 3,966,115 AC Chargers 337,812 474,154 Component parts and Carbon Credits 232,735 151,633 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, F-24 NUVVE HOLDING CORP. AND SUBSIDIARIES 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 The following table summarizes the Company’s property, plant and equipment balance: Useful Lives As of December 31, 2025 2024 Computers & servers 1 year to 3 years $ 176,702 $ 171,977 Vehicles 5 years to 7 years 64,297 65,414 Office furniture and equipment 3 years to 5 years 445,323 366,323 DC Chargers (1) 5 years to 7 years 743,817 621,707 Total 1,430,140 1,225,421 Less: Accumulated Depreciation ( 811,696 ) ( 611,463 ) Property, plant and equipment, net $ 618,444 $ 613,958 As of December 31, 2025 2024 Depreciation expense $ 183,439 $ 198,534 __________________ (1) Represents DC Chargers temporary loaned out to customers while their DC Chargers are being repaired. 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. The net amount of intangible assets of $ 1,065,705 at December 31, 2025, will be amortized over the weighted average remaining life of 8.9 years. Total estimated future amortization expense is as follows: 2026 $ 147,706 2027 142,706 2028 142,706 2029 142,706 2030 142,706 Thereafter 347,175 $ 1,065,705 Goodwill 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 $ — F-25 NUVVE HOLDING CORP. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) Note 10 – Debt The following is a summary of debt as of December 31, 2025 and 2024 : As of December 31, 2025 2024 Term loan (1) $ — $ 1,445,345 Promissory Notes - August 16, 2024 (2) (3) 564,446 884,676 Promissory Notes - August 27, 2024 (1) — 516,818 Senior Convertible Notes - October 2024 (1) — 2,475,162 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 Less: unamortized debt issuance costs and discounts ( 35,174 ) ( 84,170 ) Total debt 1,729,743 5,487,831 Less: current portion of long-term debt 1,729,743 4,647,331 Long-term debt, net of current portion $ — $ 840,500 __________________ (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 $ 1,729,743 Term Loan 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. Among other things, these covenants restrict the Company's ability to incur certain types or amounts of indebtedness, incur liens on certain assets, dispose of material assets, enter into certain restrictive agreements, or engage in certain transactions with affiliates. 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: Debt Debt Origination Date Maturity Principal Amount Borrowed Carrying Value Weighted Weekly Average Interest Rate Weighted Annual Average Interest Rate Term Loan 8/9/2024 3/6/2025 $ 1,000,000 $ — 2.96 % 153.90 % 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 $ 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 . F-26 NUVVE HOLDING CORP. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) 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 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. The SPV Promissory Notes have a term of three years and bear interest at a rate of 17.5 % per annum. The SPV Promissory Notes further provide that upon certain events of default, the SPV Note Holders shall have the option to convert the outstanding amounts on such SPV Promissory Notes for an aggregate of 101 membership units in Deep Impact, allocated pro rata to such Holder’s share of the aggregate outstanding principal amount under the SPV Promissory Notes. Additionally, pursuant to the Deep Impact governance documents, the SPV Note Holders will be entitled to a share of the Deep Impact’s 25 % of the operating cash flows in addition to the interest amounts payable under the SPV Promissory Notes. Interest expense paid on the SPV Promissory Notes for the year December 31, 2025 was $ 153,228 . 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 On August 27, 2024, the Company issued promissory notes with conversion option to each of Gregory Poilasne and David Robson, the Chief Executive Officer and Chief Financial Officer (collectively, the “Note Holders”) of the Company, respectively, in exchange for an aggregate of $ 500,000 (the "Nuvve Promissory Notes"). Each Nuvve Promissory Note was issued with an original Principal Amount of $ 250,000 . The Principal Amount of each Nuvve Promissory Note includes an original issue discount of $ 12,500 , or 5.00 %. In exchange for the Nuvve Promissory Notes, each Note Holder paid a purchase price of $ 237,500 (the “Non-OID Principal Amount”) in cash to the Company, for aggregate gross proceeds to the Company of $ 475,000 . The Nuvve Promissory Notes accrue interest at a rate of 10.50 % per annum, subject to an increase to 12.5 % upon the occurrence of an event of default (as that term is defined in the Nuvve Promissory Notes), and have a maturity date of October 31, 2024 (the “Maturity Date”). Pursuant to the Nuvve Promissory Notes, all accrued and unpaid interest and principal amount are payable in cash on the Maturity Date. If the Company consummates a Change of Control (as such term is defined in the Nuvve Promissory Notes), the outstanding balance of the Nuvve Promissory Note plus any unpaid accrued interest will become immediately due and payable. Upon the occurrence of an event of default, as defined in the Nuvve Promissory Note agreement, each Note Holder may at its option require all principal and unpaid accrued interest become immediately due and payable in full. Further, at any time after the occurrence of an event of default, each Note Holder may convert any outstanding principal and unpaid accrued interest under the Nuvve Promissory Notes into shares of the Company’s common stock, at a conversion price per share of $ 19.680 . 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. F-27 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. To the extent that the Existing Security Interests are not released prior to the Maturity Date or earlier termination of the Nuvve Promissory Notes, the Promissory Notes will remain unsecured. Interest expense on the Nuvve Promissory Notes for the year ended December 31, 2025 was $ 5,032 . 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 . Senior Convertible Notes - October 2024 In October 2024, the Company issued (i) senior convertible notes (the "October 2024 Notes") to certain accredited investors of the Company, pursuant to a securities purchase agreement, in exchange for an aggregate of $ 3,750,000.01 of a principal amount, and (ii) accompany warrants to purchase shares of Common Stock (the “October 2024 Warrants”). The principal amount of the October Notes included an original issue discount of $ 375,000 , or 10.00 %, with net cash proceed to the Company of $ 3,375,000.01 , which was funded on October 31, 2024. Th e Company's the Chief Executive Officer, Mr. Poilanse, participated as an investor and was issued an October 2024 Note in the principal amount of $ 250,000 . The principal amount of the October 2024 Notes issued to Mr. 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. Pu rsuant to the October 2024 Notes, all accrued and unpaid interest and principal amount are payable in cash on the maturity date. The October 2024 Notes are payable in 15 equal payments with the first payment starting on the fourth month after issuance of the October 2024 Notes. 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”). The Warrants Shares are exercisable immediately and will expire five years after the date of issuance and may be exercised on a cashless basis in the event of a fundamental transaction involving the Company or if the resale of the shares of common stock underlying the Warrants Shares is not covered by an effective registration statement. The Exercise Price 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. On December 31, 2024 the Company issued a convertible note to an investor for $ 250,000 . 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 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. F-28 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 . 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 On December 31, 2024, the Company entered into a securities purchase agreement (the “December Purchase Agreement”) with an accredited institutional and individual investors (the “December Investor”), pursuant to which the Company agreed to issue to the December Investor (i) a $ 250,000 principal amount (the “December Principal Amount”) senior convertible promissory note, carrying a 10.00 % original issue discount (the “December 2024 Note”), convertible into shares of our common stock and (ii) an accompanying warrant (the “December 2024 Warrant”) to purchase shares of Common Stock (the “December Private Placement”). On December 31, 2024, the Company closed the December Private Placement and issued the December Note and the December Warrant (the “Closing”). The December Note have a term of 12 months and bear interest at an effective rate of 8.00 % per annum, and have a maturity date o f December 31, 2025. 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 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. F-29 NUVVE HOLDING CORP. AND SUBSIDIARIES 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 F-30 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 F-31 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 . F-32 NUVVE HOLDING CORP. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) Note 11 – Stockholders’ Equity Reverse Stock Split The Reverse Stock Splits did not affect the number of authorized shares of the Company's common stock or the par value of the common stock. Following the January 2024 Reverse Stock Split's effectiveness on January 19, 2024, all references in the consolidated financial statements to number of shares of common stock issued or outstanding, price per share and weighted average number of shares outstanding prior to the 1- for - 40 reverse split have been adjusted to reflect the stock split on a retroactive basis as of the earliest period presented. 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, and the Board approved a 1-for-10 reverse split ratio for the September 2024 Reverse Stock Split, which became effective September 17, 2024. 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, 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. Authorized Shares As of December 31, 2025, the Company has authorized two classes of stock to be designated, respectively, common stock, and preferred stock. 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 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 The Board of Directors is expressly granted authority to issue shares of the Preferred Stock, in one or more series, and to fix for each such series such voting powers, full or limited, and such designations, preferences and relative, participating, optional or other special rights and such qualifications, limitations or restrictions thereof as shall be stated and expressed in the resolution or resolutions adopted by the Board of Directors providing for the issue of such series (a “Preferred Stock Designation”) and as may be permitted by the General Corporation Law of the State of Delaware. 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. 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 F-33 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. General : 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. The number of authorized shares of Common 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 stock of the Company entitled to vote. Voting : Each holder of Common Stock shall be entitled to one vote for each share of Common Stock held by such holder. Each holder of Common Stock shall be entitled to notice of any stockholders’ meeting in accordance with the Bylaws of the 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. Dividends : 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. Liquidation : 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 On January 31, 2024, the Company entered into an underwriting agreement (the “Underwriting Agreement”) with Craig-Hallum Capital Group LLC (“Craig-Hallum”) regarding an underwritten public offering of our securities (the “Offering”). 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 F-34 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. As noted above, on January 31, 2024, we entered into an Underwriting Agreement regarding the Offering which was comprised of the following: 1. 7,588 shares of common stock; 2. 7,060,000 pre-funded warrants (“Pre-Funded Warrants”) to purchase shares of common stock; 3. 12,000 Series A Warrants (“Series A Warrants”) to purchase shares of common stock, with an initial exercise price of $ 800.00 per share and a term of five years following the issuance date; 4. 12,000 Series B Warrants (“Series B Warrants”) to purchase shares of common stock with an exercise price of $ 800.00 per share and a term of nine months following the issuance date; and 5. 12,000 Series C Warrants (“Series C Warrants”) to purchase shares of common stock with an exercise price of $ 800.00 per share and a term of five years following the issuance date, subject to early expiration as described below. Each share of common stock and Pre-Funded Warrant issued in the Offering was accompanied by a Series A Warrant to purchase one share of common stock, a Series B Warrant to purchase one share of common stock and a Series C Warrant to purchase one share of common stock. The combined price per share of common stock and the accompanying Series A Warrant, Series B Warrant and Series C Warrant was $ 800.00 . The combined price per share of each Pre-Funded Warrant and accompanying Series A Warrant, Series B Warrant, and Series C Warrant was equal to $ 799.96 , and the exercise price of each Pre-Funded Warrant is $ 0.0001 per share. The Series C Warrants may only be exercised to the extent and in proportion to a holder of the Series C Warrants exercising its Series B Warrants, and are subject to an early expiration of nine months, in proportion and only to the extent any Series C Warrants expire unexercised. In addition, we granted Craig-Hallum warrants to purchase up to 1,200 shares of common stock (the “Underwriter Warrants”) at an exercise price of $ 800.00 per share. The Underwriter Warrants have a term of five years and are immediately exercisable, provided that 600 of the shares of common stock underlying the Underwriter Warrants shall only be exercisable pro rata upon the exercise of the Series B Warrants issued in the Offering. 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 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 In connection with its initial public offering on February 19, 2020, Newborn sold 359 units, which included one warrant to purchase Newborn’s common stock (the “Public Warrants”). Also, on February 19, 2020, NeoGenesis Holding Co., Ltd., Newborn’s sponsor (“the Sponsor”), purchased an aggregate of 17 private units, each of which included one warrant (the “Private Warrants”), which have the same terms as the Public Warrants. Upon completion of the merger between Nuvve and Newborn, the Public Warrants and Private Warrants were automatically converted to warrants to purchase Common Stock of the Company. Each of the Public Warrants and Private Warrants entitles the holder to purchase one-half of a share of Nuvve’s Common Stock at a price of $ 184,000.00 per share. 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 $ 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 F-35 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.” The terms of the Private Warrants are identical to the Public Warrants as described above, except that the Private Warrants are not redeemable so long as they are held by the Sponsor or its permitted transferees. Concurrently with the execution of the Merger Agreement, on November 11, 2020, Newborn entered into subscription agreements with certain accredited investors pursuant to which the investors agreed to purchase 891 of Newborn’s common stock, at a purchase price of $ 16,000.00 per share, for an aggregate purchase price of $ 14,250,000 (the PIPE). Upon closing of the PIPE immediately prior to the closing of the Business Combination, the PIPE investors also received 1.9 PIPE Warrants to purchase the Company’s Common Stock for each share of Common Stock purchased. The PIPE Warrants are each exercisable for one-half of a common share at $ 184,000.00 per share and have the same terms as described above for the Public Warrants. The PIPE investors received demand and piggyback registration rights in connection with the securities issued to them. Because the Private Warrants have dissimilar terms with respect to the Company’s redemption rights depending on the holder of the Private Warrants, the Company determined that the Private Warrants are required to be carried as a liability in the consolidated balance sheet at fair value, with changes in fair value recorded in the consolidated statement of operations. The Private Warrant is reflected as a liability in the consolidated balance sheet as of December 31, 2025 and 2024, and the change in the fair value of the Private Warrant for the years ended December 31, 2025 and 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. F-36 NUVVE HOLDING CORP. AND SUBSIDIARIES 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, 2025, including adjusted exercise price for full ratchet antidilution protection for some warrants as disclosed in Note 10: Number of Warrants Number of Warrants Exercised Number of Warrants Canceled Number of Warrants Exercisable Exercise Price Adjusted Exercise Price Adjusted Number of Warrants Exercisable Expiration Date Public Warrants 180 — — 180 $ 184,000.00 $ 184,000.00 180 March 19, 2026 Private Warrants - February 2020 9 — — 9 $ 184,000.00 $ 184,000.00 9 March 19, 2026 PIPE Warrants 85 — — 85 $ 184,000.00 $ 184,000.0000 85 March 19, 2026 Private Pre-Funded Warrants - July 2024 1,500 1,500 — — $ 0.0400 $ 0.0400 0 Until Exercised in Full 2022 July Institutional/Accredited Investor Warrants 250 — — 250 $ 60,000.00 $ 60,000.00 250 January 29, 2028 Underwriter Warrants - February 2024 offering 1,200 — 563 638 $ 800.00 $ 800.0000 638 February 2, 2029 2024 February Institutional/Accredited Investor Pre-Funded Warrants 1,438 1,438 — — $ 0.0400 $ 0.04 — February 2, 2029 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 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 2024 October Institutional/Accredited Investor Warrants 51,901 51,901 — — $ 0.74 $ 0.17 — October 31, 2029 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 Treasury Stock The Company's Board of Directors authorizes repurchases of Common Stock from time to time. These authorizations give management discretion in determining the timing and conditions under which shares may be repurchased. This repurchase program does not have an expiration date. The share repurchase activity pursuant to this authorization is as follows: As of December 31, 2025 2024 Beginning balance 42 — Shares repurchased 0 42 Average purchase price per share $ — $ 0.0001 Amount spent on repurchased shares $ — $ — 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. The repurchased shares may be used by the Company for compensation programs utilizing the Company's stock and other corporate purposes. The Company accounts for treasury stock using the cost method and includes treasury stock as a component of stockholders' equity F-37 NUVVE HOLDING CORP. AND SUBSIDIARIES 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. F-38 NUVVE HOLDING CORP. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) Note 12 – Share-Based Compensation In 2010, the Company adopted the 2010 Equity Incentive Plan (the “2010 Plan”), which provides for the grant of restricted stock awards, stock options, and other share-based awards to employees, consultants, and directors. In November 2020, the Company’s Board of Directors extended the term of the 2010 Plan to July 1, 2021. 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 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. All options granted to date have a ten year contractual life and vesting terms of four years . In general, vested options expire if not exercised 90 days after termination of service. Forfeitures are accounted for as they occur. As of December 31, 2025, a total of 134,241 shares of common stock remained available for future issuance under the 2020 Plan. Share-based compensation expense recognized in selling, general, and administrative, and research and development are as follows: Years Ended December 31, 2025 2024 Options $ 1,309,808 $ 2,370,564 Restricted stock 1,122,324 249,395 Stock options - modified options — 169 Total $ 2,432,132 $ 2,620,127 The Company uses the Black-Scholes option pricing model to estimate the fair value of stock options. Fair value is estimated at the date of grant for employee and nonemployee options. 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. 2020 Plan 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: Shares Weighted- Average Exercise Price per Share($) Weighted- Average Remaining Contractual Term (Years) Aggregate Intrinsic Value($) Outstanding - December 31, 2024 242 65,635.72 2.54 — Granted — — — — Exercised — — — — Forfeited ( 19 ) 20,338.69 — — Expired/Cancelled — — — — Outstanding - December 31, 2025 223 69,495.10 2.90 — Options Exercisable at December 31, 2025 223 69,495.10 2.90 — Option Vested at December 31, 2025 223 69,495.10 2.90 — There were no options granted during the year ended December 31, 2025. F-39 NUVVE HOLDING CORP. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) The following is a summary of the stock option activity under the 2020 Plan for the year ended December 31, 2025: Shares Weighted- Average Exercise Price per Share ($) Weighted- Average Remaining Contractual Term (Years) Aggregate Intrinsic Value($) Outstanding - December 31, 2024 256 128,075.30 6.68 — Granted 188,152 7.80 0.00 — Exercised — — — — Forfeited ( 1 ) 108,320.00 — — Expired/Cancelled — — — — Outstanding - December 31, 2025 188,407 181.24 9.88 — Options Exercisable at December 31, 2025 188,364 180.64 9.89 — Option Vested at December 31, 2025 188,364 180.64 9.89 — 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, 2025 and December 31, 2024, was zero and $ 169 , respectively. Other Information: Years Ended December 31, 2025 2024 Amount received from option exercised $ — $ — December 31, 2025 Weighted average remaining recognition period Total unrecognized options compensation costs $ 8,474 1.46 No amounts relating to the 2010 Plan or 2020 Plan have been capitalized. A summary of the status of the Company’s nonvested restricted stock units as of December 31, 2024, and changes during the year ended December 31, 2025, is presented below: Shares Weighted- Average Grant Date Fair Value($) Nonvested at December 31, 2024 — — Granted 126,004 8.91 Vested/Release ( 126,004 ) 8.91 Cancelled/Forfeited — — Nonvested and Outstanding at December 31, 2025 — — As of December 31, 2025, there were no of total unrecognized compensation cost related to nonvested restricted stock. F-40 NUVVE HOLDING CORP. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) Note 13 – Income Taxes Income (loss) before taxes includes the following components: Years Ended December 31, 2025 2024 United States $ ( 29,931,476 ) $ ( 16,425,567 ) Foreign ( 1,618,512 ) ( 999,245 ) Total income (loss) before income taxes ( 31,549,988 ) ( 17,424,812 ) Income tax expense is summarized as follows: Years Ended December 31, 2025 2024 Federal $ — $ — State ( 1,000 ) 1,600 Current income tax (benefit) expense ( 1,000 ) 1,600 Federal — — State — — Deferred income tax expense $ — $ — 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: Year Ended December 31, 2024 Federal income tax benefit at statutory federal tax rate $ ( 3,659,211 ) State income tax, net of federal benefit ( 792,182 ) Noncontrolling interest — Stock compensation 516,159 Change in fair value of warrants ( 714,690 ) Change in valuation allowance 4,335,676 Finance costs — Other 315,848 Income tax expense $ 1,600 F-41 NUVVE HOLDING CORP. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) Significant components of the Company’s deferred tax assets (liabilities) are as follows: Years Ended December 31, 2025 2024 Equity investment $ ( 7,439 ) $ ( 386,544 ) Accrued liabilities and other 3,518,070 3,043,132 Right-of-use assets ( 975,555 ) ( 1,158,556 ) Lease liabilities 1,140,488 1,332,754 Research and experimental expenditures 1,875,254 2,678,310 Net operating losses 31,750,528 26,176,691 Net deferred tax assets (liabilities) before valuation allowance 37,301,346 31,685,787 Valuation allowance ( 37,301,346 ) ( 31,685,787 ) Net deferred tax assets (liabilities) $ — $ — As of December 31, 2025, the Company had federal net operating loss carryforwards of approximately $ 116,648,000 and state net operating loss carryforwards of approximately $ 62,110,000 . Of the federal net operating loss carryforwards, $ 3,070,000 will begin to expire in 2034, and the remainder do not expire. The state net operating loss carryforwards will begin to expire in 2034. Pursuant to Internal Revenue Code Sections 382 and 383, use of the Company’s net operating loss and credit carryforwards may be limited if a cumulative change in ownership of more than 50% occurs within any three-year period since the last ownership change. The Company believes that there has not been a change in control under these Sections. However, the Company does not anticipate performing a complete analysis of the limitation on the annual use of the net operating loss and tax credit carryforwards until the time that it projects that it will be able to utilize these tax attributes. A valuation allowance of $ 37,301,346 as of December 31, 2025, has been established against the Company’s deferred tax assets as it is more likely than not such assets will not be realized. The valuation allowance increased by $ 5,615,559 during the year ended December 31, 2025. In assessing if the deferred tax assets will be realized, the Company considers wheth er it is more likely than not that some or all of the deferred tax assets will not be realized. In determining whether the deferred taxes are realizable, the Company considers the period of expiration of the tax asset, historical and projected taxable income, and tax liabilities for the tax jurisdiction in which the tax asset is located. 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. The Company will recognize accrued interest and penalties related to unrecognized tax benefits in income tax expense. The Company does not anticipate material unrecognized tax benefits within the next 12 months. The Company is subject to U.S. federal and state income tax as well as income tax in various foreign countries. Due to net operating loss carryforwards from earlier years, the Company’s U.S. income tax returns are open to audit for the years ended December 31, 2014 through 2025. The Company’s foreign income tax returns are open to audit for the years ended December 3 1, 2018 t hrough 2025. F-42 NUVVE HOLDING CORP. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) Note 14 – Net Loss Per Share Attributable to Common Stockholders The following table sets forth the calculation of basic and diluted net loss per share attributable to common stockholders: Years Ended December 31, 2025 2024 Net loss attributable to Nuvve Holding Corp. common stockholders $ ( 30,822,551 ) $ ( 17,397,603 ) Weighted-average shares used to compute net loss per share attributable to Nuvve common stockholders, basic and diluted 407,435 16,158 Net loss per share attributable to Nuvve common stockholders, basic and diluted $ ( 75.65 ) $ ( 1,076.70 ) The following outstanding shares of common stock equivalents were excluded from the calculation of the diluted net loss per share attributable to Nuvve common stockholders because their effect would have been anti-dilutive: Years Ended December 31, 2025 2024 Stock options issued and outstanding 188,630 48 Nonvested restricted stock issued and outstanding 0 119 Public warrants 180 180 Private warrants 9 9 PIPE warrants 85 85 2022 July Institutional/Accredited Investor Warrants 250 250 Underwriter Warrant - February 2024 offering 638 638 2024 February Institutional/Accredited Investor Warrants - series A 12,000 12,000 2024 February Institutional/Accredited Investor Warrants - series C 750 750 2024 October Institutional/Accredited Investor Warrants — 27,557 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 Note 15 – Related Parties 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, 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. During the year ended December 31, 2024, the Company recognized revenue of $ 159,629 from the same entity that is an investor in the Company. The Company had a balance of accounts receivable of zero each at December 31, 2025 and December 31, 2024, from the same entity that is an investor in the Company. As described in Note 10 , 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 for a total amount repaid of $ 523,097 . F-43 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. 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 , 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. F-44 NUVVE HOLDING CORP. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) Note 16 – Leases The Company has entered into leases for commercial office spaces and vehicles. These leases are not unilaterally cancellable by the Company, are legally enforceable, and specify fixed or minimum amounts. The leases expire at various dates through 2031 and provide for renewal options. In the normal course of business, it is expected that these leases will be renewed or replaced by leases on other properties. The leases provide for increases in future minimum annual rental payments based on defined increases in the Consumer Price Index, subject to certain minimum increases. Also, the agreements generally require the Company to pay real estate taxes, insurance, and repairs. Supplemental consolidated balance sheet information related to leases is as follows: Classification December 31, 2025 December 31, 2024 Operating lease assets Right-of-use operating lease assets $ 3,779,757 $ 4,493,360 Finance lease assets Property and equipment, net 1,551 6,890 Total lease assets $ 3,781,308 $ 4,500,250 Operating lease liabilities - current Operating lease liabilities - current $ 860,130 914,800 Operating lease liabilities - noncurrent Operating lease liabilities - noncurrent 3,558,659 4,254,173 Finance lease liabilities - current Other liabilities - current 2,340 6,969 Finance lease liabilities - noncurrent Other long-term liabilities — 1,519 Total lease liabilities $ 4,421,130 $ 5,177,461 The components of lease expense are as follows: Year Ended December 31, Year Ended December 31, Classification 2025 2024 Operating lease expense Selling, general and administrative $ 884,636 $ 912,671 Finance lease expense: Amortization of finance lease assets Selling, general and administrative 6,190 5,568 Interest on finance lease liabilities Interest expense, net 629 1,180 Total lease expense $ 891,455 $ 919,419 Operating Lease Finance Lease Maturities of lease liabilities are as follows: December 31, 2025 December 31, 2025 2026 $ 897,443 $ 2,340 2027 913,705 — 2028 898,606 — 2029 925,564 — 2030 953,331 — Thereafter 981,932 — Total lease payments 5,570,581 2,340 Less: interest ( 1,151,791 ) — Total lease liabilities $ 4,418,790 $ 2,340 Lease term and discount rate: December 31, 2025 December 31, 2024 Weighted-average remaining lease terms (in years): Operating lease 5.9 6.7 Finance lease 0.3 1.3 Weighted-average discount rate: Operating lease 7.8 % 7.8 % Finance lease 7.8 % 7.8 % F-45 NUVVE HOLDING CORP. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) Other Information: Years Ended December 31, Years Ended December 31, 2025 2024 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases $ 721,870 $ 357,118 Operating cash flows from finance leases related to interest expense $ 629 $ 1,180 Financing cash flows from finance leases $ 8,267 $ 10,074 Leased assets obtained in exchange for new finance lease liabilities $ 1,551 $ 6,890 Leased assets obtained in exchange for new operating lease liabilities $ — $ — Sublease 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 $ 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. The term of the sublease is 7.5 years with fixed base rental income ranging from $ 15,400 to $ 37,880 per month. The sublease has no option for renewal or extension at the end of the sublease term. Sublease income are as follows: Year Ended December 31, Year Ended December 31, Classification 2025 2024 Sublease income Other, net $ 549,667 $ 381,894 Lessor In 2022, the Company entered into a 10 year master services agreement ("MSA") with a certain school district for FaaS to electrify their school bus fleet. A statement of work (“SOW”) for engineering, procurement and construction ("EPC") was also executed in conjunction with the MSA. As part of this SOW, the Company will provide electric vehicle supply equipment ("EVSE") and related warranties, infrastructure engineering and construction, installation of EVSE, and subscription services to Nuvve’s V2G GIVe platform. The MSA has both lease and non-lease components. The lease component is the EVSE and non-lease components are the EPCs. The Company accounted for the lease components as a sale-type lease with the investment in lease of $ 98,321 and $ 101,415 at December 31, 2025 and 2024, respectively . Lease income are as follows: Year Ended December 31, Year Ended December 31, Classification 2025 2024 Lease income Products $ 3,094 $ 36,201 Interest income Products 16,220 18,584 Total lease income $ 19,314 $ 54,785 F-46 NUVVE HOLDING CORP. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) Note 17 – Commitments and Contingencies (a) Legal Matters The Company is subject to various claims and legal proceedings covering matters that arise in the ordinary course of its business activities, including product liability claims. Management believes that any liability that may ultimately result from the resolution of these matters will not have a material adverse effect on the financial condition or results of operations of the Company. Please see Note 17(e) and (f) below for details regarding legal proceedings pending with Company suppliers. (b) Research Agreement Effective September 1, 2016, the Company is party to a research agreement with a third party, which is also a Company stockholder, whereby the third party will perform research activity as specified annually by the Company. Under the terms of the agreement, the Company paid a minimum of $ 400,000 annually in equal quarterly installments. For the years ended December 31, 2025 and 2024, $ 122,928 and $ 124,000 , respectively, were paid under the research agreement. At December 31, 2025, we have $ 94,785 remaining to be paid under the agreement. (c) In-Licensing The Company is a party to a licensing agreement for non-exclusive rights to intellectual property which will expire at the later of the date at which the last patent underlying the intellectual property expires or 20 years from the sale of the first licensed product. Under the terms of the agreement, the Company will pay up to an aggregate of $ 700,000 in royalties upon achievement of certain milestones. As of December 31, 2025 and December 31, 2024, no royalty expenses had been incurred under this agreement . The licensing agreement was replaced in November 2017, the Company executed an agreement ("IP Acquisition Agreement") with the University of Delaware (Seller) whereby all right, title, and interest in the licensed intellectual property was assigned to the Company in exchange for an upfront fee of $ 500,000 and the Company's common shares valued at $ 1,491,556 . The total acquisition cost of $ 1,991,556 was capitalized and is being amortized over the fifteen years expected life of the patents underlying the intellectual property. Under the terms of the agreement, the Company will pay up to an aggregate $ 7,500,000 in royalties to the Seller upon achievement of milestones, related to the aggregate number of vehicles that have had access to the Company’s GIVe platform system for a period of at least 6 consecutive months, and for which the Company has received monetary consideration for such access pursuant to a subscription or other similar agreement with the vehicle’s owner as follows: Milestone Event: Aggregated Vehicles Milestone Payment Amount 10,000 $ 500,000 20,000 750,000 40,000 750,000 60,000 750,000 80,000 750,000 100,000 1,000,000 200,000 1,000,000 250,000 2,000,000 $ 7,500,000 The Seller will retain a non-exclusive, royalty-free license, to utilize the intellectual property solely for research and education purposes. As of December 31, 2025, no royalty expenses had been incurred under this agreement. (d) Investment 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 . F-47 NUVVE HOLDING CORP. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) (e) Purchase Commitments On July 20, 2021, Nuvve issued a purchase order (“PO”) to its supplier, Rhombus Energy Solutions, Inc. (“Rhombus”), for a quantity of DC Chargers and dispensers for EVs (“DC Chargers”), for a total price of $ 13.2 million. A dispute (the "Dispute") arose as to the PO, and an arbitration proceeding was initiated. On February 2, 2024 (the “Settlement Date”), the Company and Rhombus entered into a settlement and release agreement (the “Settlement Agreement”) pursuant to which, among other things, the Company agreed to pay Rhombus approximately $ 0.46 million for certain initial DC Chargers within 15 days from the Settlement Date. The Company further agreed to pay Rhombus an aggregate of $ 2.40 million for certain DC Chargers upon shipment with payments correlating to the amounts shipped due prior to shipment, a minimum of 50 % of which shall be paid within 12 months after the Settlement date, with the remaining balance, if any, to be paid within 24 months after the Settlement Date. The Settlement Agreement further provides for the dismissal of the legal action as to the Company and Rhombus. The Company and Rhombus agreed to release one another from any and all claims relating to the Dispute. On February 21, 2025, the Company initiated a legal action against Rhombus related to its refusal to honor certain warranty and commissioning obligations with respect to DC Chargers the Company purchased from Rhombus. Rhombus has in turn filed a demand for an arbitration claiming that the Company breached terms of the previous settlement agreement between the Company and Rhombus by failing to purchase additional DC Chargers. The Company believes it has no obligation to purchase additional non-conforming DC Chargers. Therefore, the Company believes that Rhombus’s position does not have any merit, and it intends to exercise all available rights and remedies in its legal action against Rhombus. 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) 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. F-48 NUVVE HOLDING CORP. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) Note 18 - Non-Controlling Interest For entities that are consolidated, but not 100% owned, a portion of the net income or loss and corresponding equity is allocated to owners other than the Company. The aggregate of the net income or loss and corresponding equity that is not owned by the Company is included in non-controlling interests in the consolidated financial statements. Non-controlling interests are presented outside as a separate component of stockholders’ equity on the Company’s consolidated Balance Sheets. The primary components of non-controlling interests are separately presented in the Company’s consolidated statements of changes in stockholders’ equity to clearly distinguish the interest in the Company and other ownership interests in the consolidated entities. Net income or loss includes the net income or loss attributable to the holders of non-controlling interests on the Company’s consolidated statements of operations. Net income or loss is allocated to non-controlling interests in proportion to their relative ownership interests. As of December 31, 2025, Fermata Energy II LLC, Nuvve New Mexico LLC and Deep Impact are included as the non-controlling interest entities. Levo 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. 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 redeemable preferred stock, including the accumulated unpaid accrued preferred dividends, were cancelled. On December 13, 2024, the Company dissolved Levo as an entity. Levo was a consolidated entity of the Company. See the tables below. The following table summarizes non-controlling interests presented as a separate component of stockholders’ equity on the Company’s consolidated balance sheets: December 31, 2025 December 31, 2024 Beginning Balance $ ( 28,809 ) $ ( 4,894,101 ) Add: net loss attributable to non-controlling interests $ ( 726,437 ) ( 53,376 ) Less: dividends paid or accrued to non-controlling interests — 151,508 Less: Preferred share accretion adjustment — 322,932 Cancellation of non-controlling interests — 5,393,108 Non-controlling interests $ ( 755,246 ) $ ( 28,809 ) The following table summarizes non-controlling interests presented as a separate component of the Company’s consolidated statements of operations: December 31, 2025 December 31, 2024 Net loss attributable to non-controlling interests $ ( 726,437 ) ( 28,809 ) F-49 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 grid modernization and energy storage and management. Significant Segment Expenses: The Company operates in a single business segment, which is the consolidated entity. The Company's chief operating decision maker (“CODM”) is its Chief Executive Officer. The CODM uses revenue and operating expenses of the consolidated entity predominantly in the annual budget and forecasting process. The CODM considers consolidated budget-to-actual variances on an annual basis when making decisions about the allocation of operating and capital resources. Below are the significant consolidated segment expenses that the Company regularly provides to the CODM. The following table summarizes the Company’s significant selling, general, and administrative expenses, and research and development expenses that are regularly provided to the CODM: Years Ended December 31, 2025 2024 Revenue $ 4,793,942 $ 5,286,229 (Add)/deduct: Cost of sales 2,921,276 3,534,557 Inventory impairment loss $ 3,469,895 $ — Selling, general, and administrative expense: Employee compensation and benefits $ 7,142,631 $ 9,131,878 Consultants 87,757 15,668 Marketing 1,040,496 543,162 Rent 1,009,347 1,000,084 Professional fees 1,161,416 955,263 Legal 2,233,148 791,006 Insurance (excluding health & D&O) 497,854 200,239 IT Expense 1,025,192 1,482,641 Travel 197,788 217,070 Office Meal and Employee Reimbursement 33,138 78,233 Dues & Subscriptions 230,514 350,648 Repairs and Maintenance — ( 10,581 ) Office Supplies — 5,517 Telephone 8,214 8,945 Utilities. 48,705 44,864 Depreciation & Amortization 329,500 337,971 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 ) Total selling, general, and administrative expense 26,752,318 17,671,110 Research and development expense: Employee compensation and benefits $ 2,361,578 $ 1,836,371 Consultants 466,784 1,629,718 Rent 3,780 — License fees 340,051 764,097 Legal 404,608 128,473 IT Expense 154,209 52,963 Travel 49,916 47,948 Office Meal and Employee Reimbursement 5,416 14,004 Dues & Subscriptions 5,444 — Repairs and Maintenance 28,183 61,558 Bank charges 6,774 5,642 Other 3,790 218 Total research and development expense 3,830,533 4,540,993 Total other income, net 630,092 3,035,619 Income tax (benefit) expense ( 1,000 ) 1,600 Net loss $ ( 31,548,988 ) $ ( 17,426,412 ) F-50 NUVVE HOLDING CORP. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) The following table summarizes the Company’s intangible assets, goodwill and property, plant and equipment in different geographic locations: December 31, 2025 December 31, 2024 United States $ 1,648,916 $ 1,508,977 United Kingdom 84 1,425 Denmark 131,150 166,322 $ 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. F-51 NUVVE HOLDING CORP. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) Note 21 - Subsequent Events 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 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. Accounts receivable balance related to FEOC has been fully reserved. See Notes 6. 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 F-52 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. F-53