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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.

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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.

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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.

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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

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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

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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.

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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

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(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

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(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

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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:

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						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

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(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.

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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.

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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

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)

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

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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

__________________

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

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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

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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

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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.

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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, which became effective December 15, 2025.

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, which became effective July 6, 2026.

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

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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

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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

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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						—

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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.

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			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.

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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

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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.

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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					$	—

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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

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(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.

(c) In-Licensing

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.

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(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.

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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)

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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						277,074
Travel			52,851						22,772
Office Meal and Employee Reimbursement			11,495						9,688
Dues & Subscriptions			57,629						60,768
Repairs and Maintenance			2,178						—
Office Supplies			—						852
Telephone			1,074						1,783
Utilities			12,040						12,992
Depreciation & Amortization			83,649						78,827
Bank charges			6,050						5,850
Public Co Fees			658,125						542,243
Other			72,506						36,899
Total selling, general, and administrative expense			4,889,331						5,075,902
Research and development expense:
Employee compensation and benefits			655,634						478,170
Consultants			152,975						152,130
Rent			1,047						—
License fees			86,075						137,312
Legal			390,178						98,621
IT Expense			267,002						7,920
Travel			10,266						5,653
Office Meal and Employee Reimbursement			2,973						1,646
Dues & Subscriptions			4,293						—
Repairs and Maintenance			4,826						1,162
Depreciation & Amortization			29,031						—
Bank charges			1,718						1,158
Total research and development expense			1,606,018						883,772
Total other income (expense), net			240,514						(1,291,987)
Income tax expense			—						—
Net loss			$	(5,603,683)					$	(6,878,601)

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The following table summarizes the Company’s intangible assets and property, plant and equipment in different geographic locations:

			March 31, 2026						December 31, 2025
United States			$	1,436,360					$	1,648,916
United Kingdom			—						84
Denmark			114,392						131,149
			$	1,550,753					$	1,780,149

CamerEye Acquisition

On December 18, 2025, the Company entered into an Asset Purchase Agreement (the “Agreement”) with CamerEye LLC, a Delaware limited liability company (“Seller”), pursuant to which the Company agreed to acquire certain assets and specified liabilities of the Seller in exchange for a total purchase price of approximately $250,000, consisting of approximately $250,000 of assumed liabilities of the Seller. The former debt holders of the Seller were issued 4,517,076 of CamerEye's entity preferred units in connection with the acquisition. The Company is in the process of finalizing the fair value of the CamerEye's entity preferred units. The CamerEye acquisition closed on January 5, 2026.

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Issuance of Series 3 J-Kiss Units

During April 2026, Nuvve Japan raised $0.2 million from issuance of 40 Series 3 J-Kiss units subscriptions.

Securities Exchange and Omnibus Amendment Agreement

On May 12, 2026, 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 1,323,952 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 Company originally issued on October 31, 2024 and having a current exercise price of $8.5212 (such warrants, the “2024 Private Placement Warrants”); (ii) certain common stock purchase warrants of the Company issued upon the exercise of certain 2024 Additional Investment Rights (as defined below) and having a current exercise price of $8.5212 (such warrants, the “2024 AIR Warrants”); (iii) certain common stock purchase warrants of the Company originally issued on December 30, 2025 and having a current exercise price of $8.5212 (such warrants, the “2025 Private Placement Warrants”); (iv) certain common stock purchase warrants of the Company issued upon the exercise of certain 2025 Additional Investment Rights (as defined below) and having a current exercise price of $0.0001 (such warrants, the “2025 AIR Warrants” and, together with the 2024 Private Placement Warrants, the 2025 Private Placement Warrants and the 2024 AIR Warrants, the “Existing Warrants”). Pursuant to the Exchange Agreement, the Holders agreed to exchange their Existing Warrants for an aggregate of 728,174 shares of Common Stock (the “Exchange Shares”), provided, however, to the extent that a Holder may elect in its sole discretion, such Holder may instead receive an amount of newly issued pre-funded common stock purchase warrants each exercisable for shares of Common Stock, at a nominal exercise price of $0.0001 per share (such warrants, the “Pre-Funded Warrants”, and such shares of Common Stock issuable upon exercise thereof, the “Pre-Funded Warrant Shares”), with such Exchange Shares and Pre-Funded Warrants to be an aggregate 728,174 shares of Common Stock (the “Exchange”).

The Pre-Funded Warrants will be issued pursuant to an exemption from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”) contained in Section 3(a)(9) thereof.

Amendment to Certificate of Designation

Pursuant to the Exchange Agreement, the Company and the Holders, holding a majority of the outstanding shares of the Company’s Series A Convertible Preferred Stock, par value $0.0001 per share (the “Series A Preferred Stock”), agreed to amend the terms of the Series A Preferred Stock in the Certificate of Designation of Preferences, Rights and Limitations of Series A Convertible Preferred Stock (the “Certificate of Designation Amendment”) to remove the Floor Price (as defined therein) as a limitation on adjustments to the conversion price of the Series A Preferred Stock, including adjustments arising from certain price-based anti-dilution adjustments. Such Certificate of Designation Amendment to be subject to the approval of the Company’s stockholders.

Termination of the Additional Investment Rights

Pursuant to the Exchange Agreement, the Company and the Holders, agreed that upon the Closing (as defined below), the Holders would irrevocably waive, relinquish and terminate the Holders’ certain additional investment right to purchase additional securities of the Company as provided under that certain securities purchase agreement dated as of November 14, 2025 (the “2025 Additional Investment Right”) and that certain additional investment right to purchase additional securities of the Company as provided under that certain securities purchase agreement dated as of October 31, 2024 (the “2024 Additional Investment Right” and together with the 2025 Additional Investment Right, the “Additional Investment Rights”) and providing that neither the Company nor the Holders shall have any further rights or obligations with respect to the Additional Investment Rights. The Holders further agreed to forgo exercise of any Additional Investment Right and exercise of any Existing Warrant outstanding as of May 12, 2026 and until July 27, 2026.

Termination of the ELOC

Pursuant to the Exchange Agreement, the Company provided notice that effective as of the Closing, the Company shall terminate that certain common shares purchase agreement, dated November 14, 2025, (the “ELOC Agreement”) between the Company and certain investors signatory thereto pursuant to Section 8.2 of the ELOC Agreement and such investors agreed to waive the notice requirements set forth in Section 8.2 and 10.4 of the ELOC Agreement.

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Amendment to Securities Purchase Agreement

Pursuant to the Exchange Agreement, the Company and Holders agreed to amend and restate Section 4.12(a) of the 2025 Securities Purchase Agreement to provide that the subsequent financing participation right of the Purchasers (as defined therein) would be divided pro rata among the Purchasers based upon their ownership percentage of the Existing Warrants.

Stockholder Approval

Pursuant to the Exchange Agreement, the Company agreed to hold a special meeting of stockholders on or prior to July 27, 2026, for the purposes of obtaining stockholder approval (i) under the applicable rules and regulations of the Nasdaq Stock Market (“Nasdaq”) approving the issuance of the Exchange Shares and shares of Common Stock pursuant to the exercise of the Pre-Funded Warrants in excess of 19.99% of the issued and outstanding Common Stock on the date of the Exchange Agreement and (ii) the removal of the Floor Price as a limitation on adjustments to the conversion price of the Series A Preferred Stock, including adjustments arising from certain price-based anti-dilution adjustments (the “Stockholder Approval”). The closing of the Exchange (the “Closing”) shall take place upon the receipt of the Stockholder Approval, and the satisfaction of certain customary conditions contained in the Exchange Agreement.

Registration Rights Agreement

Also on May 12, 2026, the Company and certain investors signatory thereto entered into a registration rights agreement (the “Registration Rights Agreement) pursuant to which the Company agreed to file a registration statement with the Securities and Exchange Commission covering the public resale of (i) the Exchange Shares, (ii) the shares of Common Stock issuable upon exercise of the Pre-Funded Warrants and (iii) the shares of Common Stock issuable pursuant to the conversion of the Series A Preferred Stock, including such shares of Common Stock issuable upon payment of dividends on the Series A Preferred Stock. The Company has agreed to file a registration statement within five (5) days after the execution of the Registration Rights Agreement, to become effective no later than 30 days after filing. If these deadlines are not met, the Company will be liable for liquidated damages of 1.50% multiplied by the aggregate subscription amount paid in connection with any transactions pursuant to which the Existing Warrants were acquired, including for the avoidance of doubt any subscription amounts paid by such Holder in connection with any Additional Investment Rights. Further, if the Company fails to pay such liquidated damages within seven days from the date payable, the Company will pay interest thereon at a rate of 18.00% per annum (or such lesser maximum amount that is permitted to be paid by the applicable law) to each holder of the registrable securities.

The foregoing descriptions of the terms of the Certificate of Designation Amendment, Pre-Funded Warrant, Exchange Agreement, and Registration Rights Agreement are not intended to be complete and are qualified in their entirety by reference to such exhibits, which are filed as Exhibits 3.1, 4.1, 10.5, and 10.6, respectively, to this Quarterly Report on Form 10-Q. Neither this current report on Form 10-Q, nor the exhibits attached hereto, is an offer to sell or the solicitation of an offer to buy the securities described herein.

Term Loan

As previously disclosed, on June 12, 2026, the Company entered into a business loan and security agreement (the “June 2026 Loan Agreement”) with ACH Capital West, LLC, 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 on June 19, 2026, the Company is required to make weekly payments of $43,438 until May 11, 2027. An origination fee of $45,000 was paid on the term of the loan.

Special Meeting of Stockholders

On June 23, 2026, the Company held a special meeting of stockholders (the “June Special Meeting”) at which our stockholders approved (i) a proposal to effect a reverse stock split within a range of 1-for-2 to 1-for-40, as determined in the discretion of the Board and (ii) the issuance of shares of common stock and shares underlying a newly designated Series B Preferred Stock of the Company, pursuant to agreements with Omnia.

Series B Preferred Stock

Following approval from our stockholders at the June Special Meeting, on June 24, 2026, we filed a Certificate of Designation of Preferences, Rights and Limitations of Series B Convertible Preferred Stock (the “Series B COD”) with the Secretary of State of Delaware. The Series B COD designates 150,000 shares of our authorized preferred stock, par value $0.0001 per share, as Series B Preferred Stock, par value $0.0001 and stated value of $0.0001 per share (the “Series B Preferred Stock”) and sets for the preferences, rights and limitations of the Series B Preferred Stock. The Series B Preferred Stock are convertible, at the

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option of the holder of such shares, into a number of shares of Common Stock determined by (i) multiplying (x) the number of shares of Series B Preferred Stock to be Converted by (y) the stated value of such shares, and then (ii) dividing the result by the conversion price of $22.50 per share (the “Series B Conversion Price”), subject to certain conditions. The Series B Conversion Price is subject to customary adjustments for stock dividends, stock splits, reclassifications, stock combinations and the like.

Reverse Stock Split

Following the June Special Meeting, our Board approved a reverse stock split of the Common Stock at a ratio of 1-for 18 (the “Reverse Stock Split”). The Reverse Stock Split became effective as of 12:01 a.m. Eastern Time on July 6, 2026. The number of authorized shares and par value per share were not adjusted as a result of the Reverse Stock Split. All references to shares, options to purchase Common Stock, share amounts, per share amounts, and related information contained in the condensed consolidated financial statements have been retrospectively adjusted to reflect the effect of the Reverse Stock Split for all periods presented. The shares of common stock underlying outstanding stock options and other equity instruments, other than outstanding warrants, were proportionately reduced and the respective exercise prices, if applicable, were proportionately increased in accordance with the terms of the agreements governing such securities.

Sale and Purchase Agreement

As previously disclosed, on June 22, 2026, Nuvve Denmark, a wholly owned subsidiary of 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 “Sibiu Sellers”) to acquire all of the equity interests of BESS Sibiu SRL, a Romanian limited liability company (“BESS Sibiu”), which is currently developing a 42 MW battery energy storage system (the “Battery Energy Storage Project”) in Sibiu, Romania. In exchange, Nuvve Denmark agreed to pay to the Sibiu Sellers, (i) a monthly fee of €10,000 accruing from the execution of the Sale and Purchase Agreement until the earlier of the COD Date (as defined below) or COD Long Stop Date (as defined below) (the “Development Fee”), (ii) upon the BESS Sibiu Closing (as defined below), approximately €420,000 (the “Initial Purchase Price”), subject to certain adjustments, including (a) an increase per the amount of the financial guarantee made to the Romanian Energy Regulatory Authority, (b) a decrease for the amount of certain outstanding loans owed by BESS Sibiu to the Sibiu Sellers (the “Seller Loan Amount”), and (c) relevant adjustments, which may be either a positive or negative amount, for the net working capital of BESS Sibiu at the BESS Sibiu Closing, and (iii) only upon receipt of a generation license issued by the Romanian Energy Regulatory Authority regarding the Battery Energy Storage Project (the “COD Date”), approximately €1,260,000, subject to reduction by the amount of the previously paid Development Fee, (the “COD Payment”). If, due to reasons attributable to the Sibiu Sellers, the COD Date has not occurred as of the fifteen-month anniversary of the BESS Sibiu Closing (the “COD Long Stop Date”), the COD Payment shall not become due or payable. Additionally, Nuvve Denmark has agreed to pay to the Sibiu Sellers the Seller Loan Amount in an aggregate amount equal to RON 946,000.m

Related Party Loans – Nuvve Japan

As previously disclosed, Gregory Poilasne, our Chief Executive Officer, and David Robson, our Chief Financial Officer, participated in the JKISS Investment transaction conducted by Nuvve Japan as of December 31, 2025. In connection with JKISS Investment, Messrs. Poilasne and Robson entered into the Nuvve Japan Loan Agreements with Nuvve Japan, 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 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.

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