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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(MARK ONE)

x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2026

o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from _________ to _________

Commission file number: 001-40296

NUVVE HOLDING CORP.

(Exact Name of Registrant as Specified in Its Charter)

Delaware

86-1617000

(State or other jurisdiction of
incorporation or organization)

(I.R.S. Employer
Identification No.)

2488 Historic Decatur Road, Suite 230

San Diego,

California

92106

(Address of principal executive offices)

(Zip Code)

(619)

456-5161

(Registrant’s telephone number), including area code

N/A

(Former name, former address and former fiscal year, if changed since last report)

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

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

xYes o No

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).

x Yes o No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See definitions of “large accelerated filer”, “accelerated filer”, “smaller reporting company”, and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer

Accelerated filer

Non-accelerated filer

Smaller reporting company

Emerging growth company

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

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

o Yes x No

As of July 6, 2026, 524,728 shares of the issuer’s common stock, par value $0.0001 per share, were issued and outstanding.

NUVVE HOLDING CORP.

FORM 10-Q FOR THE QUARTER ENDED March 31, 2026

TABLE OF CONTENTS


PART I—FINANCIAL INFORMATION			1
	Item 1.	Interim Condensed Consolidated Financial Statements and Notes (Unaudited).	1
	Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations.	40
	Item 3.	Quantitative and Qualitative Disclosures About Market Risk.	51
	Item 4.	Controls and Procedures.	51

PART II—OTHER INFORMATION			52
	Item 1.	Legal Proceedings.	52
	Item 1A.	Risk Factors.	52
	Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds.	55
	Item 3.	Defaults Upon Senior Securities.	55
	Item 4.	Mine Safety Disclosures.	55
	Item 5.	Other Information.	55
	Item 6.	Exhibits.	55

Cautionary Note Regarding Forward-Looking Statements

This Quarterly Report on Form 10-Q and other documents incorporated herein by reference contain forward-looking statements that are based on current expectations, estimates, forecasts and projections about us, our future performance, our financial condition, our products, our business strategy, our beliefs and our management’s assumptions. In addition, we, or others on our behalf, may make forward-looking statements in press releases or written statements, or in our communications and discussions with investors and analysts in the normal course of business through meetings, webcasts, phone calls and conference calls. These forward-looking statements can be identified by the use of words like “anticipates,” “estimates,” “projects,” “expects,” “plans,” “believes,” “intends,” “will,” “could,” “may,” “assumes” and other words of similar meaning. These statements are based on management’s beliefs, assumptions, estimates and observations of future events based on information available to our management at the time the statements are made and include any statements that do not relate to any historical or current fact. These statements are not guarantees of future performance and they involve certain risks, uncertainties and assumptions that are difficult to predict. Actual outcomes and results may differ materially from what is expressed, implied or forecast by our forward-looking statements due in part to the risks, uncertainties and assumptions described in Item 1A, “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2025, as well as those discussed elsewhere in this Quarterly Report on Form 10-Q and other factors described from time to time in our filings with the Securities and Exchange Commission (the “SEC”).

Factors that could cause actual results to differ materially from those in forward-looking statements include, risks related to the rollout of Nuvve's business and the timing of expected business milestones; Nuvve's dependence on widespread acceptance and adoption of electric vehicles and increased installation of charging stations; Nuvve's ability to maintain effective internal controls over financial reporting; Nuvve's current dependence on sales of charging stations for most of its revenues; overall demand for electric vehicle charging and the potential for reduced demand if governmental rebates, tax credits and other financial incentives are reduced, modified or eliminated or governmental mandates to increase the use of electric vehicles or decrease the use of vehicles powered by fossil fuels, either directly or indirectly through mandated limits on carbon emissions, are reduced, modified or eliminated; potential adverse effects on Nuvve's backlog, revenue and gross margins if customers increasingly claim clean energy credits and, as a result, they are no longer available to be claimed by Nuvve; the effects of competition on Nuvve's future business; risks related to Nuvve's dependence on its intellectual property and the risk that Nuvve's technology could have undetected defects or errors; the risk that we conduct a portion of our operations through a joint venture exposes us to risks and uncertainties, many of which are outside of our control; changes in applicable laws or regulations; risks related to disruption of management time from ongoing business operations due to our joint ventures; risks relating to privacy and data protection laws, privacy or data breaches, or the loss of data; the possibility that Nuvve may be adversely affected by other economic, business, and/or competitive factors; risks related to changes in regulations applicable to our operations; risks related to our bitcoin treasury strategy; as well as other risks described in this Quarterly Report on Form 10-Q and other factors described from time to time in our filings with the SEC.

Given these risks and uncertainties, you should not rely on forward-looking statements as a prediction of actual results. Any or all of the forward-looking statements contained in this Quarterly Report on Form 10-Q and any other public statement made by us, including by our management, may turn out to be incorrect. We are including this cautionary note to make applicable and take advantage of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995 for forward-looking statements. We expressly disclaim any obligation to update or revise any forward-looking statements, whether as a result of new information, future events, changes in assumptions or otherwise, except as required under federal securities laws and the rules and regulations of the SEC.

PART I—FINANCIAL INFORMATION

Item 1. Interim Financial Statements

NUVVE HOLDING CORP. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

(Unaudited)


	March 31, 2026		December 31, 2025
Assets
Current assets
Cash	$	1,727,260	$	5,467,250
Restricted cash	320,000		320,000
Accounts receivable, net	1,275,787		1,094,651
Inventories	786,421		800,819

Prepaid expenses	1,073,227		883,301
Deferred costs - current	1,642,709		709,286
Due from related party	—		574,503
Other current assets	1,036,759		1,184,704
Total current assets	7,862,163		11,034,514

Property and equipment, net	522,391		618,444
Intangible assets, net	1,028,361		1,065,705
Goodwill	96,000		96,000

Investment in leases	97,739		98,321
Right-of-use operating lease assets	3,649,050		3,779,757
Deferred costs - noncurrent	594,558		594,558

Security deposit, long-term	118,464		105,782
Total assets	$	13,968,726	$	17,393,081

Liabilities and Equity

Current liabilities
Accounts payable	$	4,761,958	$	3,406,969

Accrued expenses	2,103,993		1,842,722
Deferred revenue - current	1,479,393		1,022,453

Due to related party - promissory notes - current	590,810		1,113,564
Convertible notes - current	367,888		616,179
Operating lease liabilities - current	867,785		860,130
Dividend payable	66,111		—
Other liabilities	—		2,340
Customer deposits	462,944		918,631
Total current liabilities	10,700,882		9,782,988

Operating lease liabilities - noncurrent	3,411,423		3,558,659


Deferred revenue - noncurrent	805,195		874,779
Warrants/investment rights liability	336,512		474,023

Other long-term liabilities	134,188		172,089
Total liabilities	15,388,200		14,862,538

Commitments and Contingencies
Mezzanine equity
Series A Convertible preferred stock, $0.0001 par value, 35,000 shares authorized, 349 issued and 15 outstanding at March 31, 2026, and 333 shares issued and outstanding at December 31, 2025; aggregate liquidation preference of $283,560 and $6,000,000 at March 31, 2026 and December 31, 2025, respectively	242,589		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 March 31, 2026, and 4,900,000 units issued and outstanding at December 31, 2025.	166,698		166,698
Series 3 J-Kiss units,zero par value,100,000,000 shares authorized; 10,161 units issued and outstanding at March 31, 2026, and 10,090 units issued and outstanding at December 31, 2025.	973,746		615,960
Class B units, zero par value, 2,500,000 units authorized; 300,000 units issued and outstanding at March 31, 2026, and 300,000 units issued and outstanding at December 31, 2025.	300,000		300,000
Series A Convertible preferred stock, $0.0001 par value, 35,000 shares authorized; 119 shares issued and 119 outstanding at March 31, 2026, and zero shares issued and zero outstanding at December 31, 2025; aggregate liquidation preference of $2,183,820 and zero at March 31, 2026 and December 31, 2025, respectively	1,876,587		—
Preferred stock, $0.0001 par value, 1,000,000 shares authorized; zero shares issued and outstanding at March 31, 2026 and December 31, 2025, respectively	—		—

Common stock, $0.0001 par value, 400,000,000 shares authorized; 348,567 shares issued and 348,565 outstanding at March 31, 2026 and 114,993 shares issued and 114,991 outstanding at December 31, 2025, respectively	12,178		11,758

Treasury stock, at cost, 2 shares outstanding at March 31, 2026 and December 31, 2025, respectively	—		—
Additional paid-in capital	198,448,429		193,616,119
Accumulated other comprehensive income	4,328		38,041
Accumulated deficit	(202,255,847)		(196,421,627)
Nuvve Holding Corp. stockholders’ deficit	(473,881)		(1,673,051)
Non-controlling interests	(1,188,182)		(755,246)
Total Nuvve stockholders’ deficit	(1,662,063)		(2,428,297)
Total mezzanine equity	242,589		4,958,840
Total Liabilities, Nuvve stockholders' deficit and mezzanine equity	$	13,968,726	$	17,393,081

The accompanying notes are an integral part of these condensed consolidated financial statements.

NUVVE HOLDING CORP. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)


	Three Months Ended March 31,
	2026		2025
Revenue
Products	$	440,831	$	565,551
Services	706,361		267,304
Grants	245,928		101,449
Total revenue	1,393,120		934,304
Operating expenses
Cost of products	581,891		493,215
Cost of services	160,077		68,029
Selling, general, and administrative	4,889,331		5,075,902
Research and development	1,606,018		883,772
Total operating expenses	7,237,317		6,520,918

Operating loss	(5,844,197)		(5,586,614)
Other income (expense)
Interest expense, net	(112,508)		(535,817)

Change in fair value of convertible notes	—		(1,091,006)
Change in fair value of warrants/investment rights liability	215,541		(124,618)

Other, net	137,481		459,454
Total other income (expense), net	240,514		(1,291,987)
Loss before taxes	(5,603,683)		(6,878,601)
Income tax expense	—		—
Net loss	$	(5,603,683)	$	(6,878,601)
Less: Net loss attributable to non-controlling interests	(432,936)		(5,598)
Net loss attributable to Nuvve Holding Corp.	$	(5,170,747)	$	(6,873,003)
Less: Preferred dividends	79,266		—
Less: Accretion of issuance discount on preferred stock	584,206		—
Net loss attributable to Nuvve Holding Corp. common stockholders	$	(5,834,219)	$	(6,873,003)

Net loss per share attributable to Nuvve Holding Corp. common stockholders, basic and diluted	$	(28.96)	$	(2,792.31)

Weighted-average shares used in computing net loss per share attributable to Nuvve Holding Corp. common stockholders, basic and diluted	201,488		2,461

The accompanying notes are an integral part of these condensed consolidated financial statements.

NUVVE HOLDING CORP. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS

(Unaudited)


	Three Months Ended March 31,
	2026		2025

Net loss	$	(5,603,683)	$	(6,878,601)
Other comprehensive (loss) income, net of taxes
Foreign currency translation adjustments, net of taxes	(33,714)		236
Total comprehensive loss	$	(5,637,397)	$	(6,878,365)
Less: Comprehensive loss attributable to non-controlling interests	(432,936)		(5,598)
Comprehensive loss attributable to Nuvve Holding Corp.	$	(5,204,461)	$	(6,872,767)
Less: Preferred dividends	(79,266)		—
Less: Accretion of issuance discount on preferred stock	(584,206)		—
Comprehensive loss attributable to Nuvve Holding Corp. common stockholders	$	(4,540,989)	$	(6,872,767)

The accompanying notes are an integral part of these condensed consolidated financial statements.

NUVVE HOLDING CORP. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ DEFICIT AND MEZZANINE EQUITY

(Unaudited)


	Series A Convertible Preferred Stock (mezzanine equity)			Preferred Class A Units			Series 3 J-Kiss Units			Series A Convertible Preferred Stock		Class B Units			Common Stock			Treasury Stock			Additional Paid-in Capital		Accumulated Other Comprehensive Income (Loss)		Accumulated Deficit		Non-controlling Interests		Total
	Shares	Amount		Shares	Amount		Shares	Amount		Shares	Amount	Shares	Amount		Shares	Amount		Shares	Amount
Balances December 31, 2025	333	4,958,840		4,900,000	$	166,698	10,090	615,960		—	—	300,000	$	300,000	114,991	$	11,758	2	$	—	$	193,616,119	$	38,041	$	(196,421,627)	$	(755,246)	$	(2,428,297)

Reclass of preferred stock	(20)	(326,700)		—	—		—	—		20	326,700	—	—		—	—		—	—		—		—		—		—		$	326,700
Stock-based compensation	—	—		—	—		—	—		—	—	—	—		—	—		—	—		1,682		—		—		—		1,682


Convertible Series A Preferred Stock Issuance, net of offering costs and accretion	15	242,589		—	—		—	—		99	1,549,887	—	—		—	—		—	—		—		—		—		—		1,549,887
Series 3 J-Kiss Units	—	—		—	—		71	357,786		—	—	—	—		—	—		—	—		—		—		—		—		357,786
Conversion of preferred stock, net of issuance costs and accretion	(313)	(4,632,140)		—	—		—	—		—	—	—	—		203,627	367		—	—		4,486,638		—		(584,207)		—		3,902,798
Exercise of warrants/warrants issuance	—	—		—	—		—	—		—	—	—	—		6,767	12		—	—		100,058		—		—		—		100,070
Conversion of convertible notes, net of offering costs	—	—		—	—		—	—		—	—	—	—		23,180	42		—	—		243,932		—		—		—		243,974
Currency translation adjustment	—	—		—	—		—	—		—	—	—	—		—	—		—	—		—		(33,714)		—		—		(33,714)
Preferred dividends	—	—		—	—		—	—		—	—	—	—		—	—		—	—		—		—		(79,266)		—		(79,266)

Net loss	—	—		—	—		—	—		—	—	—	—		—	—		—	—		—		—		(5,170,747)		(432,936)		(5,603,683)
Balances March 31, 2026	15	$	242,589	4,900,000	$	166,698	10,161	$	973,746	119	1,876,587	300,000	$	300,000	348,565	$	12,178	2	$	—	$	198,448,429	$	4,327	$	(202,255,847)	$	(1,188,182)	$	(1,662,063)

The accompanying notes are an integral part of these condensed consolidated financial statements.


NUVVE HOLDING CORP. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (DEFICIT) (continued)
(Unaudited)

	Preferred Class A 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		Shares	Amount	Shares	Amount			Shares					Amount
Balances December 31, 2024		—	$	—	—	—	22,582	$	6,408	42		$	—	$	164,285,336		$	46,494	$	(165,599,076)	$	(28,809)	$	(1,289,647)

Stock-based compensation		—	—		—	—	—	—		—		—		554,659			—		—		—		554,659
Proceeds from direct offering, net of offering costs		—	—		—	—	5,336	21		—		—		564,847			—		—		—		564,868


Exercise of warrants/warrants issuance		—	—		—	—	10,791	43		—		—		854,053			—		—		—		854,096
Conversion of convertible notes, net of offering costs		—	—		—	—	39,200	157		—		—		2,952,426			—		—		—		2,952,583
Currency translation adjustment		—	—		—	—	—	—		—		—		—			236		—		—		236


Net loss		—	—		—		—	—		—		—		—			—		(6,873,003)		(5,598)		(6,878,601)
Balances March 31, 2025		—	—		—	—	77,909	6,629		42		—		169,211,321			46,730		(172,472,079)		(34,407)		(3,241,806)

The accompanying notes are an integral part of these condensed consolidated financial statements.

NUVVE HOLDING CORP. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)


	Three Months Ended March 31,
	2026		2025
Operating activities
Net loss	$	(5,603,683)	$	(6,878,601)
Adjustments to reconcile net loss to net cash used in operating activities
Depreciation and amortization	112,680		72,677
Stock-based compensation	1,682		554,659
Loss on disposal of asset	20,716		—

Amortization of discount on debt and promissory notes	38,005		61,326
Amortization of discount on preferred stock	(584,206)		—
Change in fair value of warrants/investment rights liability	(215,541)		124,618
Change in fair value of convertible notes	—		1,091,006






Noncash lease expense	131,354		111,059
Change in operating assets and liabilities
Accounts receivable	(181,136)		606,037
Inventory	14,398		204,841
Prepaid expenses and other assets	(988,086)		210,137
Accounts payable	1,354,989		306,656
Advance deposit from customer	(455,687)		—
Accrued expenses and other liabilities	(34,876)		1,405,765
Deferred revenue	387,938		321,039
Net cash used in operating activities	(6,001,453)		(1,808,781)
Investing activities


Purchase of property and equipment	—		(12,284)



Net cash used in investing activities	—		(12,284)
Financing activities












Proceeds from exercise of warrants	100,070		854,096
Proceeds from debt and promissory notes obligations	—		3,273,524
Repayment of debt and promissory notes obligations	(575,811)		(2,069,579)

Proceeds from common stock offering, including pre-funded warrants, net of issuance costs	—		564,847

Payment of finance lease obligations	(647)		(2,855)



Proceeds from convertible series A preferred, net of offering costs	1,771,849		—

Proceeds from issuance of series 3 J-Kiss units	932,289		—
Net cash provided in financing activities	2,227,750		2,620,033
Effect of exchange rate on cash	33,713		19,112
Net increase (decrease) in cash and restricted cash	(3,739,990)		818,080
Cash and restricted cash at beginning of year	5,787,250		691,497
Cash and restricted cash at end of period	$	2,047,260	$	1,509,577


Supplemental Disclosure of cash information:
Cash paid for interest	$	23,903	$	490,462


Supplemental Disclosure of Noncash Investing and Financing Activities:
Conversion of preferred stock, net of issuance costs and accretion	$	3,902,798	$	—
Conversion of Notes and accrued interest to common shares	$	243,973	$	—

The accompanying notes are an integral part of these condensed consolidated financial statements.

NUVVE HOLDING CORP. AND SUBSIDIARIES

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Note 1 – Organization and Description of Business

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.

Reverse Stock Split

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”). The December 2025 Reverse Stock Split is already reflected in the year ended December 31, 2025 consolidated financial statement balances.

Additionally, at the Company’s Special Meeting of Stockholders held on June 23, 2026, 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-18 reverse split ratio, and on June 24, 2026, 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 July 6, 2026 (the “July 2026 Reverse Stock Split” and together with the December 2025 Reverse Stock Split, the “Reverse Stock Splits”).

The Reverse Stock Splits were 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 Split. 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 Reverse Stock Split 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 condensed consolidated financial statement have been retroactively adjusted to reflect Reverse Stock Split for all periods presented.

Structure of the Company

Nuvve has three wholly owned subsidiaries, Nuvve Corp., Nuvve CPO Inc., and Hype Strategy LLC. Additionally, Nuvve has a 49% ownership interest in AggregationV2G LLC, a Delaware limited liability company, which has a controlling interest in Nuvve Japan KK (“Nuvve Japan”), and 51% ownership interest in CamerEye, LLC ("CamerEye"). Nuvve Corp. has four wholly owned subsidiaries or branches: (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, 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.

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 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 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. Please see Note 2 for the principles of consolidation. Deep Impact had limited business operations during the three months ended March 31, 2026 and year ended December 31, 2025.

NUVVE HOLDING CORP. AND SUBSIDIARIES

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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.

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 hold 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 March 31, 2026, 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.

NUVVE HOLDING CORP. AND SUBSIDIARIES

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

Note 2 – Summary of Significant Accounting Policies

For a detailed discussion about the Company’s significant accounting policies, see Note 2, “Summary of Significant Accounting Policies,” in the Notes to Consolidated Financial Statements included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025 (the “2025 Form 10-K”).

During the three months ended March 31, 2026, there were no significant updates made to the Company’s significant accounting policies.

Basis of Presentation

The accompanying (i) unaudited condensed consolidated balance sheet as of December 31, 2025, which has been derived from audited financial statements, and (ii) unaudited interim condensed consolidated financial statements have been prepared in accordance pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”) regarding interim financial reporting. Certain information and note disclosures normally included in annual financial statements prepared in accordance with generally accepted accounting principles in the United States of America (“U.S. GAAP”) have been condensed or omitted pursuant to those rules and regulations, although the Company believes that the disclosures made are adequate to make the information not misleading. Therefore, it is recommended that these unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes in the 2025 Form 10-K, filed with the SEC on March 31, 2026.

In the opinion of management, the accompanying unaudited condensed consolidated financial statements reflect all normal recurring adjustments necessary to present fairly the financial position, results of operations, comprehensive loss, cash flows, and total equity for the interim periods, but are not necessarily indicative of the results to be anticipated for the full year 2026 or any future period.

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 condensed 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 $202.3 million and $196.4 million as of March 31, 2026 and December 31, 2025, respectively. The Company incurred operating losses of approximately $5.8 million as of the three months ended March 31, 2026, and $32.2 million and $20.5 million for the years ended December 31, 2025, and 2024, respectively. The Company's cash used in operations was $6.0 million for the three months ended March 31, 2026, and $16.6 million and $15.7 million for the years ended December 31, 2025, and 2024, respectively. As of March 31, 2026, the Company had a cash balance, negative working capital, and total deficit of $1.7 million, $2.8 million and $1.7 million, respectively. 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 $1.0 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 is 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 condensed 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.

NUVVE HOLDING CORP. AND SUBSIDIARIES

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

Principles of Consolidation

The condensed consolidated financial statements include the accounts and operations of the Company, its wholly owned subsidiaries and its consolidated variable interest entities. 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 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 has 49% ownership interest in AggregationV2G LLC which has a controlling interest in Nuvve Japan. The Company has determined that AggregationV2G LLC is a VIE in which the Company is the primary beneficiary. Accordingly, the Company consolidates AggregationV2G LLC and records a non-controlling interest for the share of the entity owned by other AggregationV2G LLC members.

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.

Assets and Liabilities of Consolidated VIEs

The Company's condensed 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 income (loss) attributable to non-controlling interests" in the condensed consolidated statements of operations and "Non-controlling interests" in the condensed 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 VIE. The following table summarizes the carrying amounts of the Company's VIE assets and liabilities included in the Company’s condensed consolidated balance sheets at March 31, 2026 and December 31, 2025:


	March 31, 2026		December 31, 2025
Assets

Cash	$	1,299,249	$	2,646




Inventories	183,219		$	183,219
Intercompany loan receivable	10,500		2,774
Prepaid expenses and other current assets	212,212		81,837
Total Current Assets	1,705,180		270,476
Property and equipment, net	29,012		79,000
Intangible assets, net	149,000		149,000
Goodwill	96,000		96,000
Intercompany receivable	1,893,004		3,009,884
Security deposit, long-term	32,820		18,489
Total Assets	$	3,905,016	$	3,622,849

Liabilities

Accounts payable and other liabilities	$	152,649	$	90,063
Deferred revenue	105,000		100,000
Accrued expenses and dividend payable	74,074		60,053
Customer deposits	462,944		—
Promissory notes	597,969		1,148,738
Intercompany payable	3,291,634		2,910,040








Total Liabilities	$	4,684,270	$	4,308,894

NUVVE HOLDING CORP. AND SUBSIDIARIES

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

Non-controlling interests

The Company presents non-controlling interests as a component of equity on its condensed 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 condensed consolidated statements of operations.

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.

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 an irrevocable, unconditional letter of credit to the landlord upon execution of the lease. The amount securing the letter of credit was recorded as restricted cash as of March 31, 2026 and December 31, 2025 was $320,000.

Concentrations of Credit Risk

At March 31, 2026 and December 31, 2025, 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 three months ended March 31, 2026, three customers accounted for 59.0% of revenue. The revenue amounts for each of the three customers were $0.44 million, $0.22 million and $0.16 million, respectively. For the three months ended March 31, 2025, two customers accounted for 69.6% of revenue. The revenue amounts for each of the two customers were $0.45 million, and $0.18 million, respectively.

During the three months ended March 31, 2026, the Company's top five customers accounted for approximately 69.5% of the Company’s total revenue. During the three months ended March 31, 2025, the Company's top five customers accounted for approximately 85.7% of the Company’s total revenue.

At March 31, 2026, three customers accounted for 46.3% of accounts receivable. At December 31, 2025, three customers accounted for 41.6% of accounts receivable.

Approximately 63.2% and 56.6% of the Company’s trade accounts receivable balance was with five customers at March 31, 2026 and December 31, 2025, 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 probable bad debt losses have been appropriately considered in establishing the allowance for doubtful accounts.

Recently adopted accounting pronouncements

None Applicable

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

NUVVE HOLDING CORP. AND SUBSIDIARIES

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

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 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.

NUVVE HOLDING CORP. AND SUBSIDIARIES

NOTES TO UNAUDITED CONDENSED 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:


	Three Months Ended March 31,
	2026		2025
Revenue recognized over time:
Services - engineering and others (1)(2)	$	695,939	$	220,492
Grid services	10,422		46,812
Grants	245,928		101,449
Revenue recognized at point in time:
Products	440,831		565,551
Total revenue	$	1,393,120	$	934,304

__________________

(1) The three months ended March 31, 2025 amount includes $177,332 of management fees earned related to Fresno EV infrastructure project management which is fully reflected in the provision for credit losses. There is no such amount for March 31, 2026.

(2) The three months ended March 31, 2026 amount includes $441,201 of grid interconnection service revenue from Nuvve Japan subsidiary and $63,029 in related cost of services.

The aggregate amount of revenue for the Company’s existing contracts and grants with customers as of March 31, 2026 expected to be recognized in the future, and classified as deferred revenue on the condensed 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 (remaining nine months)	$	1,479,402
2027	264,874
2028	224,375
2029	179,395
Thereafter	136,542
Total (1)	$	2,284,588

__________________

(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:


	Three Months Ended March 31,
	2026		2025
Revenues:
United States	$	835,217	$	862,639
Japan	540,488		—
Denmark	17,415		71,665
	$	1,393,120	$	934,304

NUVVE HOLDING CORP. AND SUBSIDIARIES

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

Note 4 – Fair Value Measurements

The following are the liabilities measured at fair value on the condensed consolidated balance sheet at March 31, 2026 and December 31, 2025 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 March 31, 2026		Total Gains (Losses) For The Three Months Ended March 31, 2026
Recurring fair value measurements
2024 October Institutional/Accredited Investor Warrants	$	—	$	—	$	—	$	—	$	1,403
2025 May Institutional/Accredited Investor Warrants	$	—	$	—	$	—	$	—	$	11,272
2025 September Institutional/Accredited Investor Warrants	$	—	$	—	$	—	$	—	$	2,862
Senior Convertible Notes - September 2025	$	—	$	—	$	117,070	$	117,070	$	—
2025 November Institutional/Accredited Investor Warrants	$	—	$	—	$	—	$	—	$	12,311
Senior Convertible Notes - November 2025	$	—	$	—	$	245,865	$	245,865	$	—
2025 December 17 and 26 Institutional/Accredited Investor Warrants	$	—	$	—	$	—	$	—	$	9,848

2025 December 30 Institutional/Accredited Investor Warrants and AIR	$	—	$	—	$	258,482	$	258,482	$	177,845
2026 January Institutional/Accredited Investor Warrants	$	—	$	—	$	6,559	$	6,559	$	—
2026 February Institutional/Accredited Investor Warrants	$	—	$	—	$	7,411	$	7,411	$	—
2026 March 6 Institutional/Accredited Investor Warrants	$	—	$	—	$	9,306	$	9,306	$	—
2026 March 27 Institutional/Accredited Investor Warrants	$	—	$	—	$	54,754	$	54,754	$	—
Total recurring fair value measurements	$	—	$	—	$	699,447	$	699,447	$	215,541


	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 Three Months Ended March 31, 2025
Recurring fair value measurements
2024 February Institutional/Accredited Investor warrants	$	—	$	—	$	—	$	—	$	217,896
2024 October Institutional/Accredited Investor Warrants	$	—	$	—	$	1,403	$	1,403	$	265,178
Senior Convertible Notes - October 2024	$	—	$	—	$	—	$	—	$	(1,091,006)
Additional Investment Rights - October 2024	$	—	$	—	$	—	$	—	$	(676,717)
2024 December Institutional/Accredited Investor Warrants	$	—	$	—	$	—	$	—	$	69,025


2025 May Institutional/Accredited Investor Warrants	$	—	$	—	$	11,272	$	11,272	$	—

2025 September Institutional/Accredited Investor Warrants	$	—	$	—	$	2,862	$	2,862	$	—
Senior Convertible Notes - September 2025	$	—	$	—	$	112,302	$	112,302	$	—
2025 November Institutional/Accredited Investor Warrants	$	—	$	—	$	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	$	—
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	$	(1,215,624)

The following is a reconciliation of the opening and closing balances for the liabilities related to the warrants (Note 11) measured at fair value on a recurring basis using significant unobservable inputs (Level 3) during the three months ended March 31, 2026:

NUVVE HOLDING CORP. AND SUBSIDIARIES

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)


	2024 October Institutional/Accredited Investor Warrants		2025 May Institutional/Accredited Investor Warrants		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 (1)		2025 December 30 Institutional/Accredited Investor Warrants and AIR		2026 January Institutional/Accredited Investor Warrants		2026 February Institutional/Accredited Investor Warrants		2026 March 6 Institutional/Accredited Investor Warrants		2026 March 27 Institutional/Accredited Investor Warrants

Balance at December 31, 2025	$	1,403	$	11,272	$	2,862	$	112,302	$	12,311	$	281,185	$	9,848	$	222,691	$	436,327	$	—	$	—	$	—	$	—
Initial fair value	—		—		—		—		—		—		—		—		—		6,559		7,411		9,306		54,754
Interest Expense	—		—		—		4,768		—		4,898		—		4,484		—		—		—		—		—
Conversion of Convertible Notes	—		—		—		—		—		(40,218)		—		(222,222)		—		—		—		—		—
Total (gains) losses for period included in earnings	(1,403)		(11,272)		(2,862)		—		(12,311)		—		(9,848)		—		(177,845)		—		—		—		—
Balance at March 31, 2026	$	—	$	—	$	—	$	117,070	$	—	$	245,865	$	—	$	4,953	258,482		6,559		7,411		9,306		54,754

__________________

(1) The three months ended March 31, 2025 ending balance amount consist of only interest amount.

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 $45.72, and strike price of $800.00.

The fair value of the level 3 2024 October Institutional/Accredited Investor Warrants was estimated at March 31, 2026 using the Black-Scholes model which used the following inputs: term of 3.80 years, risk free rate of 3.84%, no dividends, volatility of 160.0%, common stock price of $11.88, and strike price of $2,721.60.

The fair value of the level 3 2024 October Institutional/Accredited Investor Warrants was estimated at December 31, 2025 using the Monte 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 $45.72, and strike price of $2,721.60.

The fair value of the level 3 Senior Convertible Notes - October 2024 was estimated at December 31, 2025 using the Monte 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 $45.72, and strike price of $2,449.44.

The fair value of the level 3 Additional Investment Rights - October 2024 was estimated at December 31, 2025 using the Monte 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 $45.72, and strike price of $2,449.44.

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 $45.72, and strike price of $2,449.44.

The fair value of the level 3 2025 May Institutional/Accredited Investor Warrants was estimated at March 31, 2026 using the Black-Scholes model which used the following inputs: term of 4.20 years, risk free rate of 3.84%, no dividends, volatility of 160.0%, common stock price of $11.88, and strike price of $20.33.

The fair value of the level 3 2025 May Institutional/Accredited Investor Warrants was estimated at December 31, 2025 using the Monte 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 $45.72, and strike price of $532.80.

The fair value of the level 3 2025 September Institutional/Accredited Investor Warrants was estimated at March 31, 2026 using the Black-Scholes model which used the following inputs: term of 4.61 years, risk free rate of 3.84%, no dividends, volatility of 160.0%, common stock price of $11.88, and strike price of $20.33.

The fair value of the level 3 2025 September Institutional/Accredited Investor Warrants was estimated at December 31, 2025 using the Monte 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 $45.72, and strike price of $122.40.

The fair value of the level 3 Senior Convertible Notes - September 2025 was estimated at March 31, 2026 using the Monte Black-Scholes model which used the following inputs: term of 0.60 years risk free rate of 3.84%, no dividends, volatility of 160.0%, common stock price of $45.72, and strike price of $122.40.

NUVVE HOLDING CORP. AND SUBSIDIARIES

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

The fair value of the level 3 Senior Convertible Notes - September 2025 was estimated at December 31, 2025 using the Monte 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 $45.72, and strike price of $122.40.

The fair value of the level 3 2025 November Institutional/Accredited Investor Warrants was estimated at March 31, 2026 using the Black-Scholes model which used the following inputs: term of 4.70 years, risk free rate of 3.84%, no dividends, volatility of 160.0%, common stock price of $11.88, and strike price of $20.33.

The fair value of the level 3 2025 November Institutional/Accredited Investor Warrants was estimated at December 31, 2025 using the Monte 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 $45.72, and strike price of $99.72.

The fair value of the level 3 Senior Convertible Notes - November 2025 was estimated at March 31, 2026 using the Monte Black-Scholes model which used the following inputs: term of 0.90 years, risk free rate of 3.84%, no dividends, volatility of 160.0%, common stock price of $11.88, and strike price of $99.72.

The fair value of the level 3 Senior Convertible Notes - November 2025 was estimated at December 31, 2025 using the Monte 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 $45.72, and strike price of $99.72.

The fair value of the level 3 2025 December 17 and 26 Institutional/Accredited Investor Warrants was estimated at March 31, 2026 using the Black-Scholes model which used the following inputs: term of 4.80 years, risk free rate of 3.84%, no dividends, volatility of 160.0%, common stock price of $11.88, and strike price of $20.33.

The fair value of the level 3 2025 December 17 and 26 Institutional/Accredited Investor Warrants was estimated at December 31, 2025 using the Monte 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 $45.72, and strike price of $69.84.

The fair value of the level 3 Senior Convertible Notes - 2025 December 17 and 26 was estimated at December 31, 2025 using the Black-Scholes 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 $45.72, and strike price of $69.84.

The fair value of the level 3 2025 December 30 Institutional/Accredited Investor Warrants and AIR was estimated at March 31, 2026 using the Black-Scholes model which used the following inputs: term of 4.75 years, risk free rate of 3.83%, no dividends, volatility of 160.0%, common stock price of $11.88, and strike price of $11.33.

The fair value of the level 3 2025 December 30 Institutional/Accredited Investor Warrants and AIR was estimated at December 31, 2025 using the Black-Scholes 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 $45.72, and strike price of $63.92.

The fair value of the level 3 2026 January Institutional/Accredited Investor Warrants and AIR was estimated at March 31, 2026 using the Black-Scholes model which used the following inputs: term of 4.84 years, risk free rate of 3.84%, no dividends, volatility of 160.0%, common stock price of $11.88, and strike price of $31.32.

The fair value of the level 3 2026 February Institutional/Accredited Investor Warrants and AIR was estimated at March 31, 2026 using the Black-Scholes model which used the following inputs: term of 4.87 years, risk free rate of 3.84%, no dividends, volatility of 160.0%, common stock price of $11.88, and strike price of $20.34.

The fair value of the level 3 2026 March 6 Institutional/Accredited Investor Warrants and AIR was estimated at March 31, 2026 using the Black-Scholes model which used the following inputs: term of 4.93 years, risk free rate of 3.84%, no dividends, volatility of 160.0%, common stock price of $11.88, and strike price of $16.38.

The fair value of the level 3 2026 March 27 Institutional/Accredited Investor Warrants and AIR was estimated at March 31, 2026 using the Black-Scholes model which used the following inputs: term of 4.99 years, risk free rate of 3.84%, no dividends, volatility of 160.0%, common stock price of $11.88, and strike price of $11.34.

There were no transfers between Level 1 and Level 2 of the fair value hierarchy in 2026 and 2025.

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.

NUVVE HOLDING CORP. AND SUBSIDIARIES

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

Other Debt Obligations

The following outstanding debt obligations are reflected in the Company's condensed consolidated balance sheet at carrying value since the Company did not elect to remeasure the following 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.


	March 31, 2026				December 31, 2025
	Fair Value		Carrying Value		Fair Value		Carrying Value

Promissory Notes - August 16, 2024	$	—	$	—	$	564,446	$	564,446





Promissory Notes - Fermata Energy II LLC	$	597,969	$	597,969	$	584,292	$	584,292

Note 5 – Account Receivables, Net

The following tables summarizes the Company's accounts receivable:


		March 31, 2026		December 31, 2025

Trade receivables		$	2,582,182	$	2,401,271

Less: allowance for credit losses		(1,306,395)		(1,306,620)

	Accounts receivable, net	$	1,275,787	$	1,094,651

Allowance for credit losses:

	Balance December 31, 2025	$	(1,306,620)
	Provision	225
	Write-off	—
	Recoveries	—
	Balance at March 31, 2026	$	(1,306,395)

Note 6 – Inventories

The following table summarizes the Company’s inventories balance by category:


	March 31, 2026		December 31, 2025
DC Chargers	$	236,772	$	230,272
AC Chargers	313,914		337,812

Component parts and Carbon Credit	235,735		232,735
Total	$	786,421	$	800,819

NUVVE HOLDING CORP. AND SUBSIDIARIES

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

Note 7 – Property, Plant and Equipment

The following table summarizes the Company’s property, plant and equipment balance:


	Useful Lives			March 31, 2026		December 31, 2025


Computers & Servers	1 year	to	3 years	$	176,402	$	176,702
Vehicles	5 years	to	7 years	62,746		64,297

Office furniture and equipment	3 years	to	5 years	424,366		445,323
Test units and loaned chargers (1)	5 years	to	7 years	741,266		743,817
Total				1,404,780		1,430,140
Less: Accumulated Depreciation				(882,389)		(811,696)
Property, plant and equipment, net				$	522,391	$	618,444


	Three Months Ended March 31,
	2026		2025
Depreciation expense	$	75,337	$	43,968

__________________

(1) Represents DC Chargers temporarily loaned out to customers while their DC Chargers are being repaired.

Note 8 – Intangible Assets and Goodwill

Intangible Assets

At both March 31, 2026 and December 31, 2025, the Company had recorded a gross intangible asset balance of $2,240,556, which is related to patent and intangible property rights acquired. Amortization expense of intangible assets was $37,343 and $34,860 for the three months ended March 31, 2026 and 2025, respectively. Accumulated amortization totaled $1,212,194 and $1,174,851 at March 31, 2026 and December 31, 2025, respectively.

The net amount of intangible assets of $1,028,361 at March 31, 2026, will be amortized over the weighted average remaining life of 8.71 years.

Total estimated future amortization expense is as follows:


2026 (remaining nine months)	$	110,362
2027	142,706
2028	142,706
2029	142,706
2030	142,706
Thereafter	347,175
	$	1,028,361

Goodwill

The following table summarizes the Company’s goodwill balance:


	March 31, 2026		December 31, 2025
Beginning Balance	$	96,000	$	—
Additions	—		96,000

Total	$	96,000	$	96,000

NUVVE HOLDING CORP. AND SUBSIDIARIES

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

Note 9 – Debt

The following is a summary of debt as of March 31, 2026 and December 31, 2025:


	March 31, 2026		December 31, 2025

Promissory Notes - August 16, 2024 (2)	—		564,446







Senior Convertible Notes - September 2025 (2)	117,070		112,302
Senior Convertible Notes - November 2025 (2)	245,865		281,186
Senior Convertible Notes - December 2025	4,953		222,691
Promissory Notes - Fermata Energy II LLC (1) (2)	597,969		584,292
Total outstanding principal balance	965,856		1,764,917
Less: unamortized debt issuance costs and discounts	(7,159)		(35,174)
Total debt	958,697		1,729,743
Less: current portion of long-term debt	958,697		1,729,743
Long-term debt, net of current portion	$	—	$	—

__________________

(1) Amount represents related party notes.

(2) Amount includes accrued interest.

As of March 31, 2026, the total future maturities of the principal amounts of the debt obligations are as follows:


2026 (remaining nine months)	$	958,697





	958,697

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 March 31, 2026, 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 on the SPV Promissory Notes for the three months ended March 31, 2026 was $13,724. Interest expense on the SPV Promissory Notes for the three months ended March 31, 2025 was $37,380.

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. 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.

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 $123.1920 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

NUVVE HOLDING CORP. AND SUBSIDIARIES

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

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 $123.1920 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 three months ended March 31, 2026 was $4,768. There was no interest expense paid on the September 2025 Convertible Notes for the three months ended March 31, 2025.

Senior Convertible Notes - November 2025

On November 17, 2025, 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 $99.648 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 $99.648 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 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 three months ended March 31, 2026 was $5,646. There was no interest expense paid on the November 2025 Convertible Notes for the year ended March 31, 2025.

Senior Convertible Notes - December 2025

On December 17 and 26, 2025, the Company issued to certain investors (i) an aggregate of $222,222 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 $69.840 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 $69.840 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

NUVVE HOLDING CORP. AND SUBSIDIARIES

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

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 the three months ended March 31, 2026 was $4,484. There was no interest expense paid on the December 2025 Convertible Notes for the three months ended March 31, 2025.

As of March 31, 2026, the accredited investors had converted the principal balance of the December 2025 Convertible Notes into 19,627 of the Company's shares of common stock pursuant to the securities purchase agreement. The remaining liability balance for this note of $4,953 pertains to outstanding interest payable.

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. On September 26, 2025, the Fermata Promissory Note issued to Gregory Poilasne was amended and restated to remove the conversion option under such note.

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 three months ended March 31, 2026 was $13,676. There was no interest expense on the Fermata Promissory Notes for the three months ended March 31, 2025.

The Fermata Promissory Notes were not paid by the maturity date, and the Company has begun a process to amend the terms of the notes.

NUVVE HOLDING CORP. AND SUBSIDIARIES

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

Note 10 – Stockholders’ Deficit

Reverse Stock Split

Therefore, following the above Reverse Stock Split's effectiveness, all references in the condensed 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 March 31, 2026, the Company has authorized two classes of stock, Common Stock, and Preferred Stock. The total number of shares of all classes of capital stock which the Company has authority to issue is 201,000,000, of which 200,000,000 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”). Please see Note 11, “Stockholders' Equity,” in the Notes to Consolidated Financial Statements included in the Company’s 2025 Form 10-K for a detailed discussion of the Company’s stockholders' equity.

On February 21, 2025, the shareholders of the Company, in a special election 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.

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.

On December 30, 2025, pursuant to a private placement offering, the Company issued an aggregate of 333 shares of series A preferred stock and warrants to purchase an aggregate of 140,825 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 purchase price per share of each Series A convertible preferred stock and accompanying warrants prior to deducting underwriting discounts and commissions and offering expenses.

During the three months ended March 31, 2026, the Company issued an aggregate of 114 shares of Series A Convertible Preferred Stock and warrants to purchase an aggregate of 141,130 shares of Common Stock to certain institutional investors. The Company received aggregate proceeds of $1,850,000, net of a 10% original issue discount (gross stated value of $2,055,556).

During the three months ended March 31, 2026, 313 shares of the Series A Convertible Preferred Stock or $5,650,156 of the Series A Convertible Preferred Stock, net of preferred issuance costs, were converted into 203,627 of the Company common shares. Please see the table below for the Series A Convertible Preferred Stock outstanding as of March 31, 2026.

Additionally, as of March 31, 2026, 15 shares of Series A Convertible Preferred Stock or $242,589 of the Series A Convertible Preferred Stock, net of preferred issuance costs, is presented as mezzanine equity in the Company’s condensed consolidated balance sheets. The $242,589 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.

At March 31, 2026, Series A Convertible Preferred Stock consisted of the following:


Shares Authorized	Shares Issued	Shares Outstanding	Stated Value per Share		Carrying Value		Cumulative Accrued Preferred Dividends		Dividend - Three Months Ended March 31, 2026		Liquidation Preference
35,000	119	119	$	1,000	$	1,876,587	$	42,820	$	42,820	$	2,183,820

NUVVE HOLDING CORP. AND SUBSIDIARIES

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

At March 31, 2026, Series A Convertible Preferred Stock (Mezzanine equity) consisted of the following:


Shares Authorized	Shares Issued	Shares Outstanding	Stated Value per Share		Carrying Value		Cumulative Accrued Preferred Dividends		Dividend - Three Months Ended March 31, 2026		Liquidation Preference
35,000	349	15	$	1,000	$	242,589	$	5,560	$	5,560	$	283,560

Warrants

In conjunction with the issuance of Preferred Stock and Convertible Notes, 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 condensed consolidated balance sheet as of March 31, 2026, and the change in the fair value of the private warrants for the three months ended March 31, 2026 in the condensed consolidated statements of operations. See Note 4 for details of changes in fair value of these warrants recorded in the condensed consolidated statement of operations.

The following table is a summary of the number of shares of the Company’s Common Stock issuable upon exercise of warrants outstanding at March 31, 2026, including adjusted exercise price for full ratchet antidilution protection for some warrants:


	Number of Warrants	Number of Warrants Exercised	Number of Warrants Cancelled	Number of Warrants Exercisable	Exercise Price	Adjusted Exercise Price	Adjusted Number of Warrants Exercisable	Expiration Date









2022 July Institutional/Accredited Investor Warrants	14	—	—	14	$1,080,000.00	$1,080,000.00	14	January 29, 2028
Underwriter Warrants - February 2024 offering	67	—	31	36	$14,400.00	$14,400.00	36	February 2, 2029

2024 February Institutional/Accredited Investor Warrants - series A	667	—	—	667	$14,400.00	$14,400.00	667	February 2, 2029

2024 February Institutional/Accredited Investor Warrants - series C	667	—	625	42	$14,400.00	$14,400.00	42	February 2, 2029
2024 October Institutional/Accredited Investor Warrants	2,883	2,883	—	1,436	$13.31	$8.5212	3,425	October 31, 2029



2025 May Institutional/Accredited Investor Warrants	28,544	—	—	28,544	$14.04	$8.5212	32,984	May 30, 2030
2025 July Institutional/Accredited Investor Pre-funded Warrants	2,757	2,757	—	—	$0.0018	$0.0018	—	Until Exercised in Full
2025 July Institutional/Accredited Investor Warrants	402	—	—	402	$756.00	$756.00	402	July 11, 2030
2025 September Institutional/Accredited Investor Warrants	5,465	—	—	5,465	$3.0798	$8.5212	13,039	September 10, 2030
2025 November Institutional/Accredited Investor Warrants	13,663	—	—	13,663	$2.49	$8.52	32,599	November 27, 2030
2025 December 17, Institutional/Accredited Investor Warrants	5,465	—	—	5,465	$69.84	$8.52	13,039	December 17, 2030
2025 December 26 Institutional/Accredited Investor Warrants	5,465	—	—	5,465	$55.15	$8.52	13,039	December 26, 2030
2025 December 30 Institutional/Accredited Investor Warrants	140,825	—	—	140,825	$63.92	$8.52	1,056,190	December 30, 2030
2025 December Institutional/Accredited Investor Pre-Funded Warrants	3,085	1,543	—	1,543	$0.0018	$0.0018	1,543	Until Exercised in Full
2026 January Institutional/Accredited Investor Warrants	12,387	—	—	12,387	$31.40	$8.52	45,638	January 29, 2031
2026 February Institutional/Accredited Investor Warrants	13,663	—	—	13,663	$20.33	$8.52	32,599	February 10, 2031
2026 March 6 Institutional/Accredited Investor Warrants	16,943	—	—	16,943	$16.38	$8.52	32,599	March 6, 2031
2026 March 27 Institutional/Accredited Investor Warrants	98,138	—	—	98,138	$11.32	$8.52	117,354	March 27, 2031
May 2025 Consulting Warrants	4,167	—	—	4,167	$756.00	$756.00	4,167	May 7, 2030
May 2025 Consulting Warrants	4,167	—	—	4,167	$900.00	$900.00	4,167	May 7, 2030
May 2025 Consulting Warrants	4,167	—	—	4,167	$1,080.00	$1,080.00	4,167	May 7, 2030
May 2025 Consulting Warrants	926	—	—	926	$720.00	$720.00	926	May 18, 2030
May 2025 Consulting Warrants	926	—	—	926	$900.00	$900.00	926	May 18, 2030
May 2025 Consulting Warrants	926	—	—	926	$1,080.00	$1,080.00	926	May 18, 2030
	366,379	7,183	656	359,977			1,410,488

NUVVE HOLDING CORP. AND SUBSIDIARIES

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

Treasury Stock

The Company's Board 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:



	March 31, 2026		December 31, 2025
Beginning balance	2		2
Shares repurchased	—		—
Average purchase price per share	$	—	$	—
Amount spent on repurchased shares	$	—	$	—
Aggregate Board of Directors repurchase authorizations during the period	—		$	—
Ending balance	2		2

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.

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. 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 March 31, 2026, 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 March 31, 2026		Liquidation Preference
4,900,000	4,900,000	4,900,000	$	0.0340	$	166,698	$	17,305	$	4,488	$	184,003

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. Cumulative annual return of $35,679 on unreturned capital contributions has been accrued as of March 31, 2026. As of March 31, 2026, 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 in 2025, series 3 J-Kiss units of up to 100,000,000, no par value, were authorized to be issued to members admitted into the Nuvve Japan. through subscription rights as investors. The series 3 J-Kiss units are convertible into the Nuvve Japan common shares and are nontransferable, and does not pay dividend. The number of shares to be issued by Nuvve Japan upon conversion of the subscription rights shall be the number obtained by dividing the total amount of the subscription rights issue price by the conversion price. The conversion price is determined at the next equity financing of Nuvve Japan as described in the subscription rights agreement. As of March 31, 2026, Series 3 J-Kiss units had aggregate subscription of 10,161 units outstanding, no par value.

NUVVE HOLDING CORP. AND SUBSIDIARIES

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

NUVVE HOLDING CORP. AND SUBSIDIARIES

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

Note 11 – Stock Option Plan

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 Board 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 shareholders, to increase the shares of common stock reserved for issuance under the plan by 20,756 shares. As of March 31, 2026, there is an aggregate of 20,833 shares of common stock reserved for issuance under the 2020 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. A total of 7,458 shares of common stock remained available for future issuance under the 2020 Plan as of July 6, 2026. Forfeitures are accounted for as they occur.

Stock-based compensation expense recognized in selling, general, and administrative, and research and development are as follows:


	Three Months Ended March 31,
	2026		2025
Options	$	1,682	$	554,659



Total	$	1,682	$	554,659

The following is a summary of the stock option activity under the 2010 Plan for the three months ended March 31, 2026:


	Shares	Weighted- Average Exercise Price per Share($)	Weighted- Average Remaining Contractual Term (Years)	Aggregate Intrinsic Value($)
Outstanding - December 31, 2025	12	1,250,911.84	2.90	—
Granted	—	—	—	—
Exercised	—	—	—	—
Forfeited	—	—	—	—
Expired/Cancelled	(1)	1,199,983.10	—	—
Outstanding - March 31, 2026	11	1,257,054.00	2.99	—

Options Exercisable at March 31, 2026	11	1,257,054.00	2.99	—
Options Vested at March 31, 2026	11	1,257,054.00	2.99	—

The weighted-average grant-date fair value of options granted during the three months ended March 31, 2026 was zero.

The following is a summary of the stock option activity under the 2020 Plan for the three months ended March 31, 2026:


	Shares	Weighted- Average Exercise Price per Share ($)	Weighted- Average Remaining Contractual Term (Years)	Aggregate Intrinsic Value($)
Outstanding - December 31, 2025	10,467	3,262.29	9.88	—
Granted	—	—	—	—
Exercised	—	—	—	—
Forfeited	—	—	—	—
Expired/Cancelled	(1)	2,376,000.00	—	—
Outstanding - March 31, 2026	10,467	3,136.34	9.64	—

Options Exercisable at March 31, 2026	10,467	3,127.63	9.64	—
Options Vested at March 31, 2026	10,467	3,136.34	9.64	—

NUVVE HOLDING CORP. AND SUBSIDIARIES

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

The weighted-average grant-date fair value of options granted during the three months ended March 31, 2026 was zero.

Other Information:


	Three Months Ended March 31,
	2026		2025
Amount received from option exercised	$	—	$	—

	March 31, 2026				Weighted average remaining recognition period
Total unrecognized options compensation costs	$	6,791			1.27

No amounts relating to the 2010 Plan or 2020 Plan have been capitalized. Compensation cost is recognized over the requisite service period based on the fair value of the options.

The Company did not have any nonvested restricted stock units as of the three months ended March 31, 2026.

As of March 31, 2026, there were no unrecognized compensation cost related to nonvested restricted stock.

NUVVE HOLDING CORP. AND SUBSIDIARIES

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

Note 12 – Income Taxes


	Three Months Ended March 31,
	2026			2025
Income tax expense	$	—		$	—
Effective tax rate	0.0		%	0.0		%

The effective tax rate used for interim periods is the estimated annual effective tax rate, based on current estimate of full year results, except that taxes related to specific events, if any, are recorded in the interim period in which they occur. The effective tax rate differed from the U.S. federal statutory tax rate primarily due to operating losses that receive no tax benefit as a result of a valuation allowance recorded for such losses.

The Company accounts for income taxes in accordance with ASC Topic 740, Income Taxes (“ASC 740”). Under the provisions of ASC 740, management is required to evaluate whether a valuation allowance should be established against its deferred tax assets. The Company currently has a full valuation allowance against its deferred tax assets. As of each reporting date, the Company’s management considers new evidence, both positive and negative, that could impact management’s view with regard to future realization of deferred tax assets. For the three months ended March 31, 2026, there was no material change from the year ended December 31, 2025 in the amount of the Company’s deferred tax assets that are not considered to be more likely than not to be realized in future years.

NUVVE HOLDING CORP. AND SUBSIDIARIES

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

Note 13 – 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 during the three months ended March 31, 2026 and 2025:


	Three Months Ended March 31,
	2026		2025

Net loss attributable to Nuvve Holding Corp. common stockholders	$	(5,834,219)	$	(6,873,003)
Weighted-average shares used to compute net loss per share attributable to Nuvve common stockholders, basic and diluted	201,488		2,461
Net Loss per share attributable to Nuvve common stockholders, basic and diluted	$	(28.96)	$	(2,792.31)

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:


	Three Months Ended March 31,
	2026	2025
Stock options issued and outstanding	10,478	9
Nonvested restricted stock issued and outstanding	—	—
Public warrants	—	10
Private warrants - February 2020	—	—

PIPE warrants	—	5


2022 July Institutional/Accredited Investor Warrants	14	14

Underwriter Warrant - February 2024 offering	36	35
2024 February Institutional/Accredited Investor Warrants - series A	667	667

2024 February Institutional/Accredited Investor Warrants - series C	42	42
2024 October Institutional/Accredited Investor Warrants	1,436	1,594
2024 December Institutional/Accredited Investor Warrants	—	118
2025 March Institutional/Accredited Investor Warrants	—	1,146

2025 May Institutional/Accredited Investor Warrants	28,544	—

2025 July Institutional/Accredited Investor Warrants	402	—
2025 September Institutional/Accredited Investor Warrants	5,465	—
2025 November Institutional/Accredited Investor Warrants	13,663	—
2025 December 17, Institutional/Accredited Investor Warrants	5,465	—
2025 December 26 Institutional/Accredited Investor Warrants	5,465	—
2025 December 30 Institutional/Accredited Investor Warrants	140,825	—
2025 December Institutional/Accredited Investor Pre-Funded Warrants	1,543	—
2026 January Institutional/Accredited Investor Warrants	12,387	—
2026 February Institutional/Accredited Investor Warrants	13,663	—
2026 March 6 Institutional/Accredited Investor Warrants	16,943	—
2026 March 27 Institutional/Accredited Investor Warrants	98,138	—
May 2025 Consulting Warrants	12,500	—
May 2025 Consulting Warrants	2,778	—
Convertible preferred stock	134,364	—
Convertible notes payable	21,593	—
Total	526,411	3,640

NUVVE HOLDING CORP. AND SUBSIDIARIES

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

Note 14 – Related Parties

During the three months ended March 31, 2026 and 2025 the Company recognized revenue of zero and $8,877, respectively, from an entity that is an investor in the Company. The Company had a balance of accounts receivable of zero at March 31, 2026 and December 31, 2025 from the same entity that is an investor in the Company.

As described in Note 9, and in connection with the formation of the Deep Impact (see Note 1), Promissory Notes 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 March 31, 2026, the Chief Executive Officer and Chief Financial Officer have funded $610,500 and $230,000, respectively, of the Promissory Notes. 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. 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.

As described in Note 9, 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.

Effective December 31, 2025, the Company determined to transfer 155 Class A Units of AggregationV2G LLC, or 15.5% of the total equity interests of AggregationV2G LLC, to each of Messrs. Poilasne and Robson as compensation for services provided as executive officers. As a result, the Company holds 490 Class A Units of AggregationV2G LLC, representing 49% of the total equity interests of AggregationV2G LLC. AggregationV2G LLC holds a 100% equity interest in Nuvve Japan.

In July, 2026, the Company and Nuvve Japan entered into a development services agreement (the “Development Services Agreement”) and an intellectual property assignment agreement (the “Japan IP Agreement”), pursuant to which the Company agreed to provide certain operational services to Nuvve Japan and the Company agreed to license certain patents and intellectual property rights to Nuvve Japan relating to the Company’s green energy technology business for V2G and battery aggregation services. The Company’s Chief Executive Officer and Chief Financial Officer each have a 15.5% ownership interest in AggregationV2G LLC, which is the parent of Nuvve Japan.

Pursuant to series 3 J-Kiss stock acquisition rights (“SARs”) subscription agreements with Nuvve Japan, the Chief Executive Officer and Chief Financial Officer of the Company, were issued 55 and 35 SARs, respectively, of series 3-J Kiss SARs (the “JKISS Investment”. The series 3-J Kiss SARs were issued in exchange for loan receivables of $351,085 and $223,418, respectively, from the Gregory Poilanse, our Chief Executive Officer and David Robson, our Chief Financial Officer, to Nuvve Japan as of December 31, 2025. In connection with JKISS Investment, Messrs. Poilasne and Robson entered into loan agreements with Nuvve Japan (the “Nuvve Japan Loan Agreements”), pursuant to which Nuvve Japan agreed to lend Messrs. Poilasne and Robson $351,085 and $223,418, respectively, which represented the consideration payable by each officer in exchange for the receipt of Series 3 J-Kiss SARs in the JKISS Investment. The loans under the Nuvve Japan Loan Agreements accrued interest at a rate of 6% per annum, and had 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 amounts owed under the respective Nuvve Japan Loan Agreements. The Company and the Chief Executive Officer and Chief Financial Officer agreed that each officer would enter into an agreement with Nuvve Japan pursuant to which their respective Series 3-J-Kiss SARs will be cancelled in exchange for Nuvve Japan returning the respective investment amounts in cash or a note receivable, or a combination of both, for each officer’s respective Series 3 J-Kiss SARs. The cancellation agreements between each of Messrs. Poilasne and Robson were effective as of July 9, 2026.

See Note 20 – Subsequent Events – Related Party Loans-Nuvve Japan for additional information.

NUVVE HOLDING CORP. AND SUBSIDIARIES

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

Note 15 – 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 unaudited condensed consolidated balance sheet information related to leases is as follows:


	Classification	March 31, 2026		December 31, 2025

Operating lease assets	Right-of-use operating lease assets	$	3,649,050	3,779,757
Finance lease assets	Property, plant and equipment, net	—		1,551
Total lease assets		$	3,649,050	$	3,781,308

Operating lease liabilities - current	Operating lease liabilities - current	$	867,785	860,130
Operating lease liabilities - noncurrent	Operating lease liabilities - noncurrent	3,411,423		3,558,659
Finance lease liabilities - current	Other liabilities - current	—		2,340
Finance lease liabilities - noncurrent	Other long-term liabilities	—		—
Total lease liabilities		$	4,279,208	$	4,421,130

The components of lease expense are as follows:


		Three Months Ended March 31,		Three Months Ended March 31,
	Classification	2026		2025

Operating lease expense	Selling, general and administrative	$	214,574	$	233,986
Finance lease expense:
Amortization of finance lease assets	Selling, general and administrative	2,340		1,406
Interest on finance lease liabilities	Interest expense, net	—		203
Total lease expense		$	216,914	$	235,595


	Operating Lease		Finance Lease
Maturities of lease liabilities are as follows:	March 31, 2026		March 31, 2026
2026	$	672,301	$	—
2027	913,705		—
2028	898,606		—
2029	925,564		—
2030	953,331		—
Thereafter	981,932		—
Total lease payments	5,345,439		—
Less: interest	(1,066,231)		—
Total lease obligations	$	4,279,208	$	—

NUVVE HOLDING CORP. AND SUBSIDIARIES

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

Lease term and discount rate:


	March 31, 2026	December 31, 2025
Weighted-average remaining lease terms (in years):
Operating lease	5.67	5.9
Finance lease	0.00	0.3

Weighted-average discount rate:
Operating lease	7.8%	7.8%
Finance lease	7.8%	7.8%

Other Information:


	Three Months Ended March 31,		Three Months Ended March 31,
	2026		2025
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows - operating leases	$	131,354	$	111,059
Operating cash flows - finance leases	$	—	$	—
Financing cash flows - finance leases	$	647	$	2,855

Leased assets obtained in exchange for new finance lease liabilities	$	—	$	5,723
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 8,000 square foot expansion. The term of the sublease is six months to seven years with fixed base rental income ranging from $15,000 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:


		Three Months Ended March 31,		Three Months Ended March 31,
	Classification	2026		2025

Sublease lease income	Other, net	$	155,646	$	104,942

Lessor

In February 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 $97,739 and $98,321 at March 31, 2026 and December 31, 2025, respectively.

Lease income are as follows:


		Three Months Ended March 31,		Three Months Ended March 31,
	Classification	2026		2025
Lease income	Products and services	$	582	$	827
Interest income	Products and services	3,057		3,931
Total lease income		$	3,639	$	4,758

NUVVE HOLDING CORP. AND SUBSIDIARIES

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

Note 16 – 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 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 three months ended March 31, 2026 and 2025, zero and $30,000, respectively, were paid under the research agreement. At March 31, 2026, $94,785 remained to be paid under the renewed agreement.

The Company was a party to a licensing agreement for non-exclusive rights to intellectual property which would 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 would have had to pay up to an aggregate of $700,000 in royalties upon achievement of certain milestones. As of March 31, 2026 and December 31, 2025, no royalty expenses had been incurred under this agreement.

The licensing agreement was replaced in November 2017, when the Company executed an agreement ("IP Acquisition Agreement") with the University of Delaware ("Seller") whereby all rights, title, and interest in the licensed intellectual property was assigned to the Company in exchange for an upfront fee of $500,000 and common shares valued at $1,491,556. The total acquisition cost of $1,991,556 was capitalized and is being amortized over the fifteen year 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 six 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 March 31, 2026, no royalty expenses had been incurred under this agreement.

NUVVE HOLDING CORP. AND SUBSIDIARIES

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

(d) 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 fast chargers and dispensers for EVs (the “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. The Company anticipates that the dispute will be adjudicated by the end of the fourth quarter of fiscal year 2026.

(e) 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 $15.70 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 as of December 31, 2025 and March 31, 2026.

NUVVE HOLDING CORP. AND SUBSIDIARIES

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

Note 17 - 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 condensed consolidated financial statements.

Non-controlling interests are presented outside as a separate component of stockholders’ equity on the Company’s condensed consolidated balance sheets. The primary components of non-controlling interests are separately presented in the Company’s condensed 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 condensed consolidated statements of operations. Net income or loss is allocated to non-controlling interests in proportion to their relative ownership interests.

As of March 31, 2026, Fermata Energy II LLC, Nuvve New Mexico LLC, AggergationV2G LLC, CamerEye LLC and Deep Impact are included as the non-controlling interest entities.

The following table summarizes non-controlling interests presented as a separate component of stockholders’ deficit on the Company’s condensed consolidated balance sheet at March 31, 2026:


	March 31, 2026		December 31, 2025




Beginning Balance	$	(755,246)	(28,809)
Net loss attributable to non-controlling interests	$	(432,936)	(726,437)



Non-controlling interests	$	(1,188,182)	$	(755,246)

The following table summarizes non-controlling interests presented as a separate component of the Company’s condensed consolidated statements of operations as of March 31, 2026:


	Three Months Ended March 31,


	2026		2025
Net income (loss) attributable to non-controlling interests	$	(432,936)	$	(5,598)

NUVVE HOLDING CORP. AND SUBSIDIARIES

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

Note 18 - 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:


	Three Months Ended March 31,
	2026		2025
Revenue	$	1,393,120	$	934,304
(Add)/deduct:
Cost of sales	741,968		561,244
Selling, general, and administrative expense:
Employee compensation and benefits	2,305,382		2,417,525

Consultants	48,836		—
Marketing	190,246		264,494
Rent	260,904		273,318

Professional fees	282,334		315,814
Legal	667,906		711,156
Insurance (excluding health & D&O)	108,040		43,847
IT Expense	68,085

Nuvve Holding Corp. 10-Q