Nuvve Holding Corp. Enters New Securities Purchase Agreement and Cancels Prior One

Nuvve Holding Corp. (NVVE) entered into a material definitive securities purchase agreement and terminated a prior material definitive agreement, according to an 8-K filed with the SEC on May 13, 2026.

The company disclosed the new agreement and termination under Item 1.01 and Item 1.02 of Form 8-K. It also reported unregistered sales of equity securities under Item 3.02 and a material modification to rights of security holders under Item 3.03. The filing includes financial statements and exhibits under Item 9.01.

, CIK 0001836875, is a publicly traded company focused on electric vehicle charging infrastructure. The new securities purchase agreement allows for the sale of unregistered shares of common stock to a named counterparty whose identity is detailed in the exhibits.

The terminated agreement, whose counterparty and exact contract type are specified in the filing, had governed prior equity or financing arrangements. Dollar sizes for both the new issuance and the terminated contract are listed in the exhibits attached to the 8-K.

The operational change replaces the prior contractual framework with the new purchase agreement. The termination ends the company's obligations and rights under the old contract effective May 13, 2026. The new agreement takes effect on the same date, immediately shifting the terms under which Nuvve can issue additional equity.

The material modification to security holders' rights adjusts conversion, voting or preemptive provisions tied to the new issuance.

Downstream, the company must update its capitalization tables and reflect the new share count in subsequent SEC filings, including any Form 10-Q or 10-K. The issuance triggers standard resale registration obligations or Rule 144 holding periods for the buyers.

Contractual milestones in the new agreement, such as closing conditions or funding tranches, now govern any future capital infusions. If the new agreement includes registration rights, Nuvve must file a resale registration statement within deadlines specified in the contract.

This filing constitutes the latest equity-related disclosure by Nuvve Holding Corp. since its previous 8-K filings detailing earlier financing arrangements. The SEC requires prompt disclosure of material definitive agreements and terminations on Form 8-K to inform investors of changes that could affect ownership structure and liquidity.