8-K: Nuvve Files Series B Preferred Stock Designation

Nuvve Holding Corp. has filed a Certificate of Designation for 150,000 shares of Series B Convertible Preferred Stock following shareholder approval.

Summary

• Nuvve Holding Corp. filed a Certificate of Designation for 150,000 shares of Series B Convertible Preferred Stock.
• The Series B Preferred Stock has a stated value of $1,000 per share.
• The conversion price for the Series B Preferred Stock into common stock is set at $1.25 per share.
• The filing follows shareholder approval obtained at a special meeting held on June 23, 2026.
• The issuance is part of the previously disclosed Omnia Venture Agreements entered into on March 6, 2026.

Sentiment

Score: 5

Explanation: StockSavvy.ai views this as a neutral administrative step; while it secures the previously announced partnership, it also formalizes the terms for potential future dilution.

Positives

• Formalization of the Omnia Venture Agreements, which provides a path for capital and strategic partnership.
• Shareholder approval has been secured, removing a significant hurdle for the issuance of the preferred stock.

Negatives

• The issuance of convertible preferred stock at a $1.25 conversion price may lead to future dilution for existing common shareholders upon conversion.
• The Series B Preferred Stock ranks senior to common stock in liquidation, potentially impacting common shareholder recovery in a dissolution event.

Risks

• Potential dilution of common stock equity if the Series B Preferred Stock is converted.
• The conversion price is subject to adjustments for stock splits, dividends, or reclassifications, which could further impact dilution levels.
• The company is subject to specific contractual and operational milestones associated with the Omnia Venture Agreements.

Future Outlook

The company intends to proceed with the issuance of Series B Preferred Stock to Omnia as part of the broader venture agreements, subject to the terms outlined in the Certificate of Designation.

Management Comments

• Management has confirmed the filing of the Certificate of Designation to finalize the terms of the Series B Preferred Stock as authorized by the Board and shareholders.

Industry Context

StockSavvy.ai notes that Nuvve is utilizing convertible preferred instruments to secure strategic capital, a common practice for growth-stage companies in the EV and grid-services sector to manage liquidity while aligning with strategic partners.

Comparison to Industry Standards

• The use of convertible preferred stock with a fixed conversion price is a standard mechanism for venture-backed or strategic-partner-funded public companies.
• The $1.25 conversion price represents a specific valuation benchmark agreed upon between the company and Omnia.

Corporate Governance

Stakeholder Impact

• Shareholders: Potential for future dilution upon conversion of the preferred stock.
• Creditors: The Series B Preferred Stock ranks senior to common stock in liquidation, which may affect the priority of claims.

Next Steps

• Issuance of the Series B Preferred Stock to Omnia.
• Monitoring of potential conversion events by the holder.

Key Dates

Recommendation

The filing is a procedural step following a previously announced agreement. Investors should hold and monitor the impact of the potential dilution and the operational success of the Omnia partnership.

Keywords

Nuvve, NVVE, Preferred Stock, Convertible, Omnia, Capital Structure, Dilution