Nuvve Holding Corp. 8-K

What Happened Nuvve Holding Corp. filed an 8-K on April 6, 2026 disclosing that, on March 31, 2026, certain holders of its Series A Convertible Preferred Stock provided a waiver to the Certificate of Designation. Under the Waiver, those holders agreed to waive their rights to receive "Alternate Consideration" (as defined in the Certificate of Designation) in the event of a "Fundamental Transaction" described in Section 7 of the Certificate of Designation. The full form of the Waiver is attached to the filing as Exhibit 10.1.

Key Details

• Waiver date: March 31, 2026; 8-K filed April 6, 2026 and signed by CEO Gregory Poilasne.
• Affected security: Series A Convertible Preferred Stock of Nuvve Holding Corp.
• Effect: Waiver of rights to receive Alternate Consideration in the event of a Fundamental Transaction (per Section 7 of the Certificate of Designation).
• Document: Form of Waiver is attached as Exhibit 10.1 to the 8-K.

Why It Matters This change alters the contractual rights of certain preferred shareholders in the event of a change-of-control or similar transaction—specifically their right to receive Alternate Consideration. That can affect how proceeds or consideration are distributed among securities in a merger, sale or other Fundamental Transaction. Investors should review the Waiver and the Certificate of Designation to understand potential impacts on priority, conversion outcomes, and treatment of preferred stock in future transactions.