UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

_________________________________

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): June 3022, 2026


NUVVE HOLDING CORP.
(Exact Name of Registrant as Specified in Charter)

Delaware

001-40296

86-1617000

(State or Other Jurisdiction

of Incorporation)

(Commission File Number)

(IRS Employer

Identification No.)

2488 Historic Decatur Road, Ste 230

San Diego,

California

92106

(Address of Principal Executive Offices)

(Zip Code)

Registrant’s telephone number, including area code: (619) 456-5161


(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):


o			Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425).

o			Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12).

o			Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)).

o			Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)).

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading symbols

Name of each exchange on which registered

Common Stock, Par Value $0.0001 Per Share

NVVE

The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company o

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o

Item 31.0301. ~~Material~~Entry ~~Modification~~into toa ~~Rights~~Material ofDefinitive ~~Security Holders~~Agreement.

ToOn ~~the~~June ~~extent~~22, ~~required~~2026, byNuvve ~~Item~~Denmark 3ApS, a Danish company (“Nuvve Denmark”) and wholly owned subsidiary of Nuvve Holding Corp.03 (the “Company”), entered into a sale and purchase agreement (the “Sale and Purchase Agreement”) with Toparceanu Ioan, Ciolacu Silviu, Fodor Alexandru, Vulcan Ioan, Dungaciu Andrei, Popa Partenie (collectively, the “Sellers” and together with the Purchaser, the “Parties”) to acquire all of ~~Form~~the ~~8-K~~equity interests of BESS Sibiu SRL, a Romanian limited liability company (“BESS Sibiu”), which is currently developing a 42 MW battery energy storage system (the ~~information~~“Battery ~~contained~~Energy Storage Project”) in ~~Item~~Sibiu, 5Romania.03 In exchange, Nuvve Denmark agreed to pay to the Sellers, (i) a monthly fee of ~~this~~€10,000 ~~Current~~(approximately ~~Report~~$11,420 onat ~~Form~~the ~~8-K~~June is30, ~~incorporated~~2026 ~~herein~~EUR/USD exchange rate) accruing from the execution of the Sale and Purchase Agreement until the earlier of the COD Date (as defined below) or COD Long Stop Date (as defined below) (the “Development Fee”), (ii) upon the Closing (as defined below), approximately €420,000 (approximately $480,000 at the June 30, 2026 EUR/USD exchange rate) (the “Initial Purchase Price”), subject to certain adjustments, including (a) an increase per the amount of the financial guarantee made to the Romanian Energy Regulatory Authority, (b) a decrease for the amount of certain outstanding loans owed by ~~reference~~BESS Sibiu to the Sellers (the “Seller Loan Amount”), and (c) relevant adjustments, which may be either a positive or negative amount, for the net working capital of BESS Sibiu at the Closing, and (iii) only upon receipt of a generation license issued by the Romanian Energy Regulatory Authority regarding the Battery Energy Storage Project (the “COD Date”), approximately €1,260,000 (approximately $1,440,000 at the June 30, 2026 EUR/USD exchange rate), subject to reduction by the amount of the previously paid Development Fee, (the “COD Payment”). If, due to reasons attributable to the Sellers, the COD Date has not occurred as of the fifteen-month anniversary of the Closing (the “COD Long Stop Date”), the COD Payment shall not become due or payable. Additionally, Nuvve Denmark has agreed to pay to the Sellers the Seller Loan Amount in an aggregate amount equal to RON 946,000 (approximately $206,000 at the June 30, 2026 RON/USD exchange rate).

~~Item~~The ~~5.03~~Sale ~~Amendments~~and Purchase Agreement is subject to ~~Articles~~customary closing conditions, and certain further conditions including approval of ~~Incorporation~~the transfer of the equity interests pursuant to Romanian law and subject to review by Romania’s commission on foreign direct investment (the “Closing Conditions”). The completion of the sale and transfer of the equity interests of BESS Sibiu (the “Closing”) shall take place on (i) the business day falling no later than ten business days after the last Closing Condition is fulfilled and/or ~~Bylaws;~~waived, ~~Change~~or (ii) any other date as the Parties may agree in ~~Fiscal~~writing, ~~Year~~provided that all Closing Conditions have been fulfilled or waived on such date and the Sale and Purchase Agreement has not been terminated. The Sale and Purchase Agreement shall automatically terminate if (i) not later than ten business days prior to October 22, 2026, all Closing Conditions have not been fulfilled or waived or, (ii) on October 22, 2026, if the Closing has not occurred and was not otherwise postponed in accordance with the Sale and Purchase Agreement or by agreement between the Parties. The Sale and Purchase Agreement is governed by and construed in accordance with Romanian law.

OnThe ~~June~~foregoing ~~30,~~description ~~2026, Nuvve Holding Corp. (the “Company”) filed a Certificate~~ of ~~Amendment (~~the ~~“Certificate~~Sale ofand ~~Amendment”)~~Purchase toAgreement ~~the~~is ~~Amended~~not complete and ~~Restated~~is ~~Certificate~~qualified ofin ~~Incorporation~~its ofentirety ~~the~~by ~~Company~~reference ~~with~~to the ~~Secretary~~full oftext ~~State~~ of the ~~State~~Sale ofand ~~Delaware~~Purchase toAgreement, ~~effect~~ a ~~reverse~~copy ~~stock split~~ of ~~the~~which ~~Company’s~~will ~~common~~be ~~stock,~~filed ~~par~~with ~~value $0.0001 per share (~~the ~~“Common~~Company’s ~~Stock”),~~Quarterly atReport aon ~~ratio~~Form ~~of 1~~10-Q for~~-18~~ (the ~~“Reverse~~quarter ~~Stock~~ending ~~Split”)~~June 30, 2026.

The Certificate of Amendment provides that the Reverse Stock Split will become effective as of 12:01 a.m. Eastern Time on July 6, 2026 (the “Effective Time”), at which time every eighteen (18) shares of issued and outstanding Common Stock will be automatically combined into one (1) issued and outstanding share of Common Stock, without any change in the par value per share. The Certificate of Amendment provides that in the event a stockholder would otherwise be entitled to receive a fraction of a share of Common Stock, such stockholder shall receive one whole share of Common Stock in lieu of such fractional share and no fractional shares shall be issued.

Trading of the Common Stock on the Nasdaq Capital Market on a split-adjusted basis will commence at market open on July 6, 2026. The new CUSIP number for the Common Stock following the Reverse Stock Split is 67079Y506.

As a result of the Reverse Stock Split, the issued and outstanding shares of Common Stock will be decreased from approximately 9,443,731 pre-split shares to approximately 524,652 post-split shares, subject to adjustment for fractional shares. The Reverse Stock Split will not change the number of authorized shares of the Common Stock.

The Reverse Stock Split will apply to the Company’s outstanding convertible securities, warrants, stock options and restricted stock units. The number of shares of Common Stock into which these outstanding securities are convertible or exercisable will be adjusted proportionately as a result of the Reverse Stock Split. The conversion prices of any outstanding convertible securities and the exercise prices of any outstanding warrants or stock options will also be proportionately adjusted in accordance with the terms of those securities and the Company’s equity incentive plans.

As previously announced, on June 23, 2026, the Company’s stockholders approved a reverse stock split proposal at a ratio in the range of 1-for-2 to 1-for-40, with the final ratio to be determined by the Company’s board of directors in its discretion without further approval from the Company’s stockholders. Subsequently on June 23, 2026, the Company’s board of directors approved the final reverse stock split ratio of 1-for-18 (the “Reverse Stock Split Ratio”).

The forgoing description of the Certificate of Amendment does not purport to be complete and is subject to, and is qualified in its entirety by reference to, the full text of the Certificate of Amendment, which is attached as Exhibit 3.1 to this Current Report on Form 8-K, and is incorporated herein by reference.

The information in Item 5.03 of this Current Report on Form 8-K is incorporated herein by reference.

The Company has registration statements on Form S-3 (File Nos. 333-288394 and 333-284988), registration statements on Form S-1 (File Nos. 333-292624, 333-289632, 333-287883, 333-286407 and 333-283451) and registration statements on Form S-8 (File Nos. 333-291915, 333-272687 and 333-259424) (collectively, the “Registration Statements”) on file with the Securities and Exchange Commission (the “SEC”). SEC regulations permit the Company to incorporate by reference future filings made with the SEC pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Securities and Exchange Act of 1934, as amended, prior to the termination of the offerings covered by registration statements filed on Form S-3, Form S-1 and/or Form S-8. The information incorporated by reference is considered part of the prospectus included within each of those registration statements. Information in this Item 8.01 is intended to be automatically incorporated by reference into each of the active Registration Statements, thereby amending them. Pursuant to Rule 416(b) under the Securities Act of 1933, as amended, the amount of undistributed shares of Common Stock deemed covered by the Registration Statements are proportionately reduced as of the effective time of the Reverse Stock Split at the Reverse Stock Split Ratio.

Item 9.01. Financial Statements and Exhibits.

(d)Exhibits.

Exhibit No.						Description
3.1						Certificate of Amendment to Amended and Restated Certificate of Incorporation of Nuvve Holding Corp.
104						Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: July 12, 2026


			NUVVE HOLDING CORP.

			By:			/s/ Gregory Poilasne
						Gregory Poilasne
						Chief Executive Officer

Filing Compare · Nuvve Holding Corp.