Unregistered Sales of Equity Securities. As previously disclosed, Nuvve Holding Corp. (the “Company”) previously entered into a cooperation agreement (the “Cooperation Agreement”), a service agreement for engineering and managerial consulting services (the “Managerial Services Agreement”) and an aggregation service agreement for battery energy storage system (BESS) (the “Aggregation Service Agreement” and together with the Cooperation Agreement and the Managerial Services Agreement, the “Omni…

and 7.01 of this report are being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (“Exchange Act”) or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Exchange Act, except as expressly set forth by specific reference in such a filing.

Termination of a Material Definitive Agreement As previously disclosed, Nuvve Holding Corp. (the “Company”) previously entered into that certain Common Shares Purchase Agreement, dated November 14, 2025 (as amended and restated on December 1, 2025, the “ELOC Agreement”), with each of Five Narrow Lane, L.P. and Hailstone Peak Funding LLC (the “Investors”) relating to a committed equity facility. Pursuant to the ELOC Agreement, the Company had the right, from time to time at its option to sell…

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing. On July 22, 2026, Nuvve Holding Corp. (the “Company”) received written notification (the “Delist Determination”) from The Nasdaq Stock Market LLC (“Nasdaq”) that the Nasdaq Hearings Panel (the “Panel”) had determined to delist the Company’s common stock, par value $0.0001 per share (the “Common Stock”), from The Nasdaq Capital Market due to the Company’s failure to demonstrate compliance with…

Termination of a Material Definitive Agreement On July 15, 2026, Nuvve Holding Corp. (the “Company”) determined that (i) the certain securities exchange and omnibus amendment agreement (the “Exchange Agreement”) with certain holders (the “Holders”) of warrants, dated May 12, 2026, and (ii) the certain registration rights agreement (the “Registration Rights Agreement) between the Company and certain investors signatory thereto (the “RRA Investors”), also dated May 12, 2026, had been effectivel…

Entry into a Material Definitive Agreement. On June 22, 2026, Nuvve Denmark ApS, a Danish company (“Nuvve Denmark”) and wholly owned subsidiary of Nuvve Holding Corp. (the “Company”), entered into a sale and purchase agreement (the “Sale and Purchase Agreement”) with Toparceanu Ioan, Ciolacu Silviu, Fodor Alexandru, Vulcan Ioan, Dungaciu Andrei, Popa Partenie (collectively, the “Sellers” and together with the Purchaser, the “Parties”) to acquire all of the equity interests of BESS Sibiu SRL,…

Material Modification to Rights of Security Holders. To the extent required by

Material Modification to Rights of Security Holders. To the extent required by

Entry Into a Material Definitive Agreement. On June 12, 2026, Nuvve Holding Corp. (the “Company”) entered into a business loan and security agreement (the “Agreement”) with ACH Capital West, LLC (the “Lender”), which provides for a term loan in the amount of $1,500,000 which principal and interest (of $585,000) is due on May 11, 2027. Commencing June 19, 2026, the Company is required to make weekly payments of $43,437.50 until May 11, 2027. An origination fee of $45,000 was paid on the term l…

Creation of a Direct Financial Obligation or an Obligation Under an Off-Balance Sheet Arrangement of a Registrant. The information set forth in

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing. On May 22, 2026, Nuvve Holding Corp. (the “Company”) received written notice (the “Notice”) from the Listing Qualifications Department of The Nasdaq Stock Market LLC (“Nasdaq”) notifying the Company that, since the Company had not yet filed its Quarterly Report on Form 10-Q for the period ended March 31, 2026 (the “Report”), it no longer complies with the Nasdaq's Listing Rule 5250(c)(1) (the…

Regulation FD Disclosure. On May 15, 2026, Nuvve Holding Corp. (the “Company”) issued a press release announcing its decision to postpone the release of its previously scheduled earnings press release and conference call for the quarter ended March 31, 2026. A copy of the press release is furnished herewith as Exhibit 99.1. The information set forth in this Item 7.01, including the information contained in Exhibit 99.1 of this Current Report on Form 8-K, shall not be deemed “filed” for purpos…

Material Modification to Rights of Security Holders. To the extent required by

Termination of a Material Definitive Agreement The disclosure required by this Item and included in

Entry into a Material Definitive Agreement. Securities Exchange and Omnibus Amendment Agreement On May 12, 2026, Nuvve Holding Corp. (the “Company”) entered into a securities exchange and omnibus amendment agreement (the “Exchange Agreement”) with certain holders (the “Holders”) of warrants exercisable for an aggregate of up to 23,831,137 shares of the Company’s common stock, par value $0.0001 per share (the “Common Stock”), consisting of (i) certain common stock purchase warrants of the Comp…

Unregistered Sales of Equity Securities. The disclosure required by this Item and included in

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing. On April 20, 2026, Nuvve Holding Corp. (the “Company”) received written notice (the “Notice”) from the Listing Qualifications Department of The Nasdaq Stock Market LLC (“Nasdaq”) notifying the Company that, because the closing price for the Company’s common stock had fallen below $1.00 per share for 30 consecutive trading days, the Company was no longer in compliance with the requirement for c…

Material Modification to Rights of Security Holders. On March 31, 2026, certain of the holders of Nuvve Holding Corp.’s Series A Convertible Preferred Stock (the “Series A Convertible Preferred Stock”) provided a waiver (the “Waiver”) to the Certificate of Designation of Preferences, Rights and Limitations of Series A Convertible Preferred Stock (the “Certificate of Designation”). Pursuant to the Waiver, such holders of Series A Convertible Preferred Stock agreed to waive rights to receive Al…

and 7.01 of this report are being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (“Exchange Act”) or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Exchange Act, except as expressly set forth by specific reference in such a filing.

The offer and sale of the securities in the Cooperation Agreement was made pursuant to the exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”), and/or Regulation S thereunder. This report does not constitute an offer to sell or the solicitation of an offer to buy the securities in the described offering, nor shall there be any offer, solicitation or sale of the securities in any jurisdiction in which such offer, solicitation…

Other Events. Important Notice Regarding Forward-Looking Statements This Current Report on Form 8-K contains forward-looking statements or forward-looking information within the meaning of the U.S. Private Securities Litigation Reform Act of1995. Forward-looking statements may be identified by the use of forward-looking terms such as “may,” “will,” “expects,” “believes,” “aims,” “anticipates,” “plans,” “looking forward to,” “estimates,” “projects,” “assumes,” “guides,” “targets,” “forecasts,”…

Entry into a Material Definitive Agreement. On March 6, 2026, Nuvve Holding Corp. (the “Company” or “Nuvve”) entered into a cooperation agreement (the “Cooperation Agreement”) between and among the Company, Oelion AB, a company organized under the laws of Sweden (“Oelion”), and OMNIA Group Holdings AG, a company organized under the laws of Switzerland (“Omnia”). Concurrently with entry into the Cooperation Agreement the Company, Oelion and Omnia also entered into (i) a service agreement for e…

Termination of a Material Definitive Agreement On February 11, 2026, Nuvve Holding Corp. (the “Company”) determined that the master services agreement, dated May 14, 2024 (the “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 Agreement outlined the general scope of work, timeli…

Director — James Altucher: Mr. Altucher resigned from the Board of Directors effectively immediately.

of this Current Report on Form 8-K regarding the Certificate of Designation is incorporated by reference into this