Nuvve Holding Corp. 8-K

What Happened

• Nuvve Holding Corp. filed a Form 8-K (Items 3.03, 5.03 and 8.01) to report a reverse stock split of its common stock at a ratio of 1-for-18. The Company filed a Certificate of Amendment with the Delaware Secretary of State on June 30, 2026; the Reverse Stock Split becomes effective at 12:01 a.m. Eastern Time on July 6, 2026. Trading on Nasdaq will be on a split-adjusted basis at market open on July 6, 2026.

Key Details

• Reverse split ratio: 1-for-18 (board approved on June 23, 2026 after stockholder approval of a 1-for-2 to 1-for-40 range).
• Outstanding shares: approximately 9,443,731 pre-split → approximately 524,652 post-split (subject to adjustment for fractional-share treatment).
• Fractional shares: in lieu of fractional shares, affected holders will receive one whole share (no fractional shares will be issued).
• Effect on securities: convertible securities, warrants, stock options and RSUs will be adjusted proportionately; conversion/exercise prices will be adjusted accordingly.
• New CUSIP: 67079Y506. Rule 416(b) adjustments will proportionately reduce undistributed shares covered by registration statements.

Why It Matters

• The reverse split consolidates the number of outstanding shares and raises the per-share price accordingly; it does not change the number of authorized shares or the Company’s underlying equity value. For investors, this affects share count, per-share metrics (e.g., price per share, EPS), and the number of shares or exercise/conversion prices for holdings in options, warrants or convertible securities. Trading adjustments begin July 6, 2026 — verify broker records for post-split holdings and recordkeeping.