Form 4: Nuvve CEO Poilasne Reports Future Equity Awards

Nuvve Holding Corp. CEO Gregory Poilasne filed a Form 4 reporting the future acquisition of 1.3 million restricted stock units and 2 million stock options on November 19, 2025, under a pre-arranged plan.

Summary

• Gregory Poilasne, CEO and Director of Nuvve Holding Corp. (NVVE), reported the future acquisition of equity securities.
• The transaction, dated November 19, 2025, involves the acquisition of 1,323,000 shares of Common Stock in the form of Restricted Stock Units (RSUs).
• These RSUs were issued pursuant to the Issuer's Amended and Restated 2020 Long-Term Incentive Plan and vested immediately upon award.
• Following this transaction, Mr. Poilasne will beneficially own 1,656,474.78 shares of Common Stock directly.
• Additionally, Mr. Poilasne will acquire 2,000,000 Employee Stock Options (Right to Buy) with an exercise price of $0.195 per share.
• These stock options were also issued under the Issuer's Amended and Restated 2020 Long-Term Incentive Plan and will vest on December 31, 2025, with an expiration date of November 19, 2035.
• Following this transaction, Mr. Poilasne will beneficially own 2,002,312 derivative securities directly.
• The transactions were made pursuant to a contract, instruction, or written plan for the purchase or sale of equity securities intended to satisfy the affirmative defense conditions of Rule 10b5-1(c).

Sentiment

Score: 7

Explanation: The filing reflects a positive sentiment due to increased insider ownership and long-term incentives for the CEO, aligning management's interests with shareholders. While equity awards can lead to dilution, the primary signal here is management commitment and motivation.

Positives

• The awards align the CEO's interests with those of shareholders through significant equity grants.
• The immediate vesting of 1.3 million RSUs demonstrates a direct increase in the CEO's beneficial ownership of common stock.
• The grant of 2 million stock options provides a long-term incentive for the CEO to drive future company performance, with a vesting date in December 2025 and an expiration date in November 2035.

Future Outlook

The filing indicates a future increase in the CEO's equity holdings, with RSUs vesting immediately on November 19, 2025, and stock options vesting on December 31, 2025. This structure provides both immediate and long-term incentives, aligning management's future performance with shareholder value.

Industry Context

Equity awards to executive leadership are a standard practice across industries, particularly in growth-oriented technology sectors like Nuvve's vehicle-to-grid (V2G) and energy management solutions. These awards are designed to attract, retain, and motivate key personnel by linking their compensation directly to the company's stock performance.

Corporate Governance

Related Party Transactions

• The transaction involves the issuance of equity awards (Restricted Stock Units and Employee Stock Options) to Gregory Poilasne, the Chief Executive Officer and a Director of Nuvve Holding Corp., making it a related party transaction.

Stakeholder Impact

• Shareholders: Potential for increased alignment between management and shareholder interests, but also potential for future dilution from the exercise of options and vesting of RSUs.
• Employees: The awards to the CEO may signal confidence in the company's future, potentially boosting morale.
• Management (CEO): Significant increase in personal equity holdings and long-term incentive compensation.

Next Steps

• The 2,000,000 Employee Stock Options are scheduled to vest on December 31, 2025.

Key Dates

Recommendation

This Form 4 filing details future equity awards to the CEO, which is a positive signal for management alignment and long-term incentive. However, it does not present new fundamental information about the company's operations or financial performance that would warrant a change in investment thesis. Therefore, a 'hold' recommendation is appropriate, acknowledging the positive insider activity while awaiting broader operational updates.

Keywords

Nuvve Holding Corp., NVVE, Gregory Poilasne, CEO, Director, Restricted Stock Units, RSUs, Stock Options, Equity Awards, Insider Transaction, Executive Compensation, 10b5-1 Plan