Nuvve Holding Corp: outstanding AIR warrants exercised for 253,954 shares

What happened

• The filing says the company entered into a securities purchase agreement under which it issued senior convertible promissory notes and accompanying warrants, and granted investors an Additional Investment Right to purchase up to $12,500,000 of additional notes and warrants.
• On Sep 26, 2026, pursuant to Section 2(h) of the outstanding AIR warrants, the company reduced the then current exercise price to $1.00 and removed the floor price for the remaining term of those warrants; in connection with that reduction investors exercised an aggregate of 253,954 outstanding AIR warrants to purchase up to 253,954 shares of common stock for total gross proceeds of approximately $253,954. The resale of the shares issuable upon exercise is registered on Form S-1 (File No. 333-292624).

Key details

• Additional Investment Right permitted purchases of up to $12,500,000 of additional notes and warrants; investors exercised that right in May 2025, Sep 2025, Nov 2025 and Dec 2025.
• The common stock has a par value of $0.0001 per share.
• Exercise price for the outstanding AIR warrants was reduced to $1.00 on Sep 26, 2026.
• Aggregate warrants exercised: 253,954; gross proceeds to the company: approximately $253,954.

Why it may matter

• The filing reports Item 1.01 (entry into a material definitive agreement), covering the securities purchase agreement, issuance of senior convertible promissory notes and warrants, the Additional Investment Right and the recent reduction and exercise of outstanding AIR warrants. The filing does not show why the insider traded or why the company acted.