Nuvve Holding Corp. 8-K

What Happened
Nuvve Holding Corp. filed a Certificate of Designation on June 24, 2026 (effective upon filing) creating 150,000 shares of Series B Convertible Preferred Stock. The designation implements terms contemplated by the Omnia Venture Agreements (dated March 6, 2026) among Nuvve, Oelion AB and OMNIA Group Holdings AG; stockholders previously approved the issuances at a special meeting on June 23, 2026.

Key Details

• 150,000 shares of Series B Convertible Preferred Stock designated; stated value of $1,000 per share.
• Conversion: holders may convert Series B shares into common stock using the formula (shares × stated value) ÷ $1.25 conversion price; the $1.25 Conversion Price is subject to customary adjustments (e.g., splits, dividends).
• Economic rights: Series B holders are not entitled to dividends and generally have no voting rights (except as required by law).
• Liquidation and ranking: on liquidation holders are paid the stated value ($1,000/share) plus any fees/liquidated damages before any junior holders; Series B ranks senior to common stock, junior to Series A Convertible Preferred Stock, and pari passu with any later series expressly designated equal.

Why It Matters
This filing changes Nuvve’s capital structure by creating a preferred share class that carries a significant liquidation preference and a low conversion price relative to the $1,000 stated value, which could lead to meaningful potential conversion into common shares and dilution for existing common holders if conversions occur. The Series B stock has limited voting and dividend rights, so its primary economic effects for investors are via liquidation preference and conversion mechanics. Investors should review the full Certificate of Designation (filed as Exhibit 3.1) and consider the potential dilution and priority impacts relative to other preferred series (notably Series A).