10-K: Nuvve Reports Widening Losses Amid Strategic Shifts

Nuvve Holding Corp. reported a significant increase in net losses for fiscal year 2025, driven by higher operating expenses and a decline in service revenue, despite strategic acquisitions and capital raising efforts.

Summary

• Nuvve Holding Corp. reported a total revenue of $4.8 million for the year ended December 31, 2025, a 9.3% decrease from $5.3 million in 2024.
• The company experienced a net loss of $31.5 million in 2025, an 81.0% increase from the $17.4 million net loss in 2024.
• Operating loss increased by 57.3% to $32.2 million in 2025 from $20.5 million in 2024.
• Cash used in operating activities rose to $16.6 million in 2025 from $15.7 million in 2024.
• Selling, general, and administrative expenses surged by 51.4% to $26.8 million in 2025, largely due to $8.2 million in warrant expenses for cryptocurrency strategy consulting services, $1.4 million in legal expenses, and $1.0 million in bad debt related to the Fresno EV infrastructure project.
• An inventory impairment charge of $3.47 million was recognized in 2025 for non-conforming 125 kW V2G DC Chargers.
• The company maintains a proprietary Vehicle-to-Grid (V2G) technology, the Grid Integrated Vehicle (GIVe) cloud-based software platform, powered by AI, which links EV and stationary batteries into a virtual power plant.
• Nuvve formed Deep Impact 1 LLC (51% equity) in August 2024, acquired Fermata Energy II LLC (51% equity) in April 2025 for approximately $506,898, and formed Nuvve New Mexico LLC in April 2025.
• Nuvve sold its 4.65% equity interest in Dreev to EDF for $915,165 in October 2025, realizing a gain of $244,214.
• The company completed a public offering in July 2025, raising approximately $5.5 million in gross proceeds, and issued Series A convertible preferred stock and warrants for $5.4 million (net) in December 2025.
• Nuvve is subject to a one-year Mandatory Panel Monitor by Nasdaq, commencing January 6, 2026, after regaining compliance with listing requirements.
• Multiple reverse stock splits were effected: 1-for-40 on January 19, 2024, 1-for-10 on September 17, 2024, and 1-for-40 on December 15, 2025.

Sentiment

Score: 3

Explanation: StockSavvy.ai views this as a negative report due to significantly widening losses, declining revenue, and a going concern warning, despite strategic initiatives and capital raises. The high operating expenses and inventory impairment indicate operational challenges.

Positives

• Successful deployment of V2G projects on five continents and electrification solutions for various fleets, demonstrating global reach and proven technology.
• Longest-running commercial V2G operation in Denmark has generated an average of US$2,600 per car per year in market revenue, showcasing monetization potential.
• Strategic focus on the North American school bus market, with expectations for significant future revenue and potential to triple charging station unit sales and double hardware revenues.
• Expansion into the stationary storage sector, with expectations for stationary batteries to represent up to 15% of deployments in the next three years and provide faster cash realization.
• Enhancing offerings with Artificial Intelligence (AI) for best-in-class forecasting capabilities for Charge Point Operators (CPOs) and Utilities, supporting grid usage forecasts and peak demand reduction.
• Strong intellectual property portfolio with 13 issued U.S. patents and various foreign patents, providing a competitive advantage in V2G technology.
• Qualification by multiple Transmission System Operators globally, which is a significant barrier to entry for competitors.
• Accumulated vast amounts of data over a decade of experience, crucial for rapid and accurate future developments.
• Successful acquisition of Fermata Energy II LLC, expanding energy management and bidirectional charging technology solutions.
• Formation of Nuvve New Mexico LLC to support a recently awarded State of New Mexico contract, indicating regional growth.
• Realized a gain of $244,214 from the sale of equity interest in Dreev.
• Regained compliance with Nasdaq's Stockholders Equity Rule and Bid Price Rule as of January 6, 2026.

Negatives

• Total revenue decreased by 9.3% to $4.8 million in 2025 from $5.3 million in 2024.
• Net loss increased significantly by 81.0% to $31.5 million in 2025 from $17.4 million in 2024.
• Operating loss increased by 57.3% to $32.2 million in 2025 from $20.5 million in 2024.
• Cash used in operating activities increased to $16.6 million in 2025 from $15.7 million in 2024.
• Accumulated deficit reached approximately $196.4 million as of December 31, 2025.
• Selling, general, and administrative expenses increased substantially by 51.4% to $26.8 million in 2025, partly due to $8.2 million in warrant expenses for cryptocurrency strategy consulting services.
• An inventory impairment charge of $3.47 million was recognized in 2025 for non-conforming DC Chargers, reducing their carrying value to zero.
• Service revenue decreased by 48.5% due to the absence of management fees from the Fresno EV infrastructure project, which also led to $1.0 million in bad debt expenses.
• The company has a history of net losses and expects to continue incurring substantial losses for the foreseeable future, raising substantial doubt about its ability to continue as a going concern.
• The dispute with Rhombus Energy Solutions regarding warranty obligations and alleged breach of a previous settlement agreement could result in uncertain outcomes and expenses.
• Termination of the Fresno Agreement, with an estimated $15.7 million in possible fees and expenses, and uncertainty regarding the amount the company will ultimately receive.
• The company's ability to utilize its shelf registration statement for capital raises is limited by the 'baby shelf rules' due to its public float being less than $75 million.
• The issuance of convertible preferred stock, notes, and warrants with full ratchet anti-dilution protection could lead to significant dilution for existing common stockholders and restrict future capital raising options.

Risks

• Conducting operations through subsidiaries and joint ventures where Nuvve may not have 100% ownership exposes it to risks and uncertainties, including potential failure to generate expected financial results, lack of control, impasses with partners, and partners failing to fulfill obligations.
• Early stage of development, history of net losses, and expectation for continued losses in the future, which could suffer financial condition if profitability is not achieved and sustained.
• Inability to manage growth effectively could strain management, operations, financial infrastructure, and corporate culture, leading to difficulties in attracting customers, declines in quality, or increased costs.
• Reliance on charging station manufacturing and other partners, where a loss or interruption in production could materially adversely affect the business, especially given the limited number of vendors for bi-directional EV charging stations.
• Significant competition in the EV charging market from both less advanced charge point operators and new entrants, potentially limiting market share growth.
• Risks associated with construction, cost overruns, and delays in completing installations, which may impact revenue recognition and customer relationships.
• Future revenue growth depends significantly on increasing sales to fleet operators, an emerging market that may not adopt EVs as quickly as anticipated.
• A drop in the retail price of electricity or changes in utility pricing structures could harm the business by making Nuvve's solutions less economically attractive.
• Participation in energy markets exposes the company to pricing volatility, which could impact its ability to generate targeted revenue.
• Delays in obtaining interconnection approval or the imposition of interconnection limits by regulators may significantly reduce the ability to provide grid services.
• Obligation to make significant milestone payments (up to $7.5 million) and annual research payments ($400,000) to the University of Delaware for key patents, which will reduce cash flow and profits.
• International operations expose the company to additional tax, compliance, market, and other risks, including conformity with customs, lack of incentives, and compliance with diverse laws and regulations.
• Inability to attract and retain key employees and qualified management/technical personnel could harm the ability to compete.
• Management's limited experience in operating a public company may lead to increased time devoted to regulatory oversight and reporting obligations, diverting focus from business growth.
• Technology improvements in internal combustion engines or other alternative technologies may adversely affect demand for EVs and V2G technology.
• Increases in costs, disruption of supply, or shortage of raw materials (particularly lithium-ion battery cells) could harm EV manufacturers' ability to produce vehicles, impacting demand for Nuvve's products.
• Changes to fuel economy standards, such as the SAFE Rule, may negatively impact the EV market and demand for Nuvve's products if fuel-efficiency standards are decreased.
• Future growth is highly correlated with the continuing rapid adoption of EVs, and slower adoption or decreased demand would harm the business.
• Reliance on government rebates, tax credits, and other financial incentives for EVs and charging stations, where reduction or elimination of such benefits could cause reduced demand.
• The EV charging market is characterized by rapid technological change, requiring continuous development of new products and innovations, with delays potentially affecting market adoption and financial results.
• Estimates of market opportunity and growth may prove inaccurate, leading to failure to grow at anticipated rates.
• Inability to protect intellectual property rights from unauthorized use by third parties could result in competitors offering similar products and a decrease in revenue.
• Patent applications may not issue as patents, or issued patents may not be broad enough or may be challenged, affecting the ability to prevent commercial exploitation by others.
• Failure to obtain rights to necessary third-party intellectual property on reasonable terms, or failure to maintain compliance with existing licenses, could harm the business.
• Social, ethical, and legal issues relating to the use of new technologies like AI and machine learning may result in reputational harm and liability.
• Use of open-source software may pose risks to proprietary software, including disclosure requirements or claims from third parties.
• Subject to intellectual property infringement or misappropriation claims, which may be time-consuming and expensive or require modification/cessation of product sales.
• Technology could have undetected defects, errors, or bugs in hardware or software, reducing market adoption, damaging reputation, and exposing the company to product liability claims.
• Interruptions, delays in service, or inability to increase capacity at third-party data center facilities (e.g., AWS) could impair service functionality and harm the business.
• Significant research and development costs may not result in commercially viable products or revenue.
• Computer malware, viruses, ransomware, hacking, phishing attacks, and similar disruptions could result in security/privacy breaches and service interruptions.
• Business depends on customers renewing service contracts and adding more stations; failure to do so would adversely affect operating results.
• Failure to offer high-quality support to station owners and drivers could harm business and reputation.
• Reliance on a limited number of customers for a large portion of revenues, with the loss of one or more such customers having a material adverse impact.
• Failure to effectively expand sales and marketing capabilities could harm the ability to increase customer base and market acceptance.
• Inability to leverage customer data in all geographic locations due to privacy laws (e.g., GDPR) may impact research and development.
• Warrants accounted for as liabilities, with changes in fair value causing fluctuations in financial results.
• Need to raise additional funds, which may not be available on favorable terms or at all, leading to potential dilution or restrictive debt covenants.
• Management's broad discretion in allocating cash and cash equivalents may not align with stockholder approval or increase investment value.
• Quarterly operating results may fluctuate significantly, potentially causing stock price decline.
• Changes to applicable U.S. tax laws and regulations or exposure to additional income tax liabilities could affect business and future profitability.
• Ability to utilize net operating loss and tax credit carryforwards is conditioned upon attaining profitability and generating taxable income, and may be limited by Section 382 and 383 of the Code.
• Reported financial results may be negatively impacted by changes in U.S. GAAP.
• Increased expenses and administrative burdens as a public company, including compliance with Sarbanes-Oxley Act, adversely affecting business.
• Failure to timely and effectively implement controls and procedures required by Section 404(a) of the Sarbanes-Oxley Act could have a material adverse effect.
• Adverse developments affecting the financial services industry (e.g., bank failures) could impair access to funding sources and credit arrangements.
• Electric utility statutes and regulations and changes to them may present technical, regulatory, and economic barriers to offering grid services.
• Privacy concerns and laws (e.g., GDPR, CCPA) may adversely affect business by increasing compliance costs or limiting service offerings.
• Global trade issues and changes in trade policies, sanctions, or tariffs could substantially harm business and operating results, affecting supply chains and costs.
• Inability to maintain compliance with Nasdaq Stock Market listing requirements could lead to delisting, adversely affecting financing and stock liquidity.
• Future sales of a substantial number of securities could cause the price to fall and result in material dilution.
• Anti-takeover provisions in governing documents could impair a takeover attempt, limiting opportunities for stockholders to receive a premium.
• Exclusive forum selection clause in governing documents could limit stockholders' ability to obtain a favorable judicial forum for disputes.

Future Outlook

Nuvve expects to continue incurring substantial losses for the foreseeable future, with profitability dependent on the successful expanded commercialization of its GIVe platform and achieving adequate revenue. The company anticipates significant growth in the North American school bus market in the next two to five years, potentially tripling charging station unit sales and doubling future hardware revenues. Stationary batteries are expected to represent up to 15% of deployments for the next three years, offering faster cash realization. Nuvve plans to generate revenue primarily from grid services via its GIVe software platform and sales of V2G-enabled charging stations, with grid services revenue expected to grow. The company intends to accelerate new services and product offerings, invest in marketing and sales, and pursue strategic acquisitions to maintain its first-mover advantage.

Management Comments

• Management believes Nuvve has the disruptive technology to integrate EVs into the electric system while leveraging vehicle batteries to solve energy intermittency and resiliency issues.
• Management believes Nuvve's GIVe platform is the most advanced V2G platform on the market and the only one qualified by multiple grid system operators globally.
• Management believes commercial fleet EVs represent the best initial addressable market for V2G due to lower fuel and maintenance costs, reduced environmental risks, and alleviation of range anxiety.
• Management believes significant value can be derived from aggregating EVs into a VPP to provide grid services monetizable in energy and power capacity markets.
• Management believes Nuvve's patent portfolio and significant experience in successfully deploying V2G technology and services present a significant advantage.
• Management believes Nuvve's K-12 sales channel will provide a significant part of future revenue, yielding up to 500 school buses connected to the platform in the near future.
• Management believes Nuvve can extract more value from stationary batteries than any other player in the space with its advanced platform.
• Management believes Nuvve is providing best-in-class forecasting capabilities for CPOs and Utilities through AI offerings.
• Management believes Nuvve's efforts to protect its digital systems and data through a comprehensive cybersecurity management program are effective.
• Management believes that any liability from legal matters will not have a material adverse effect on the financial condition or results of operations.

Industry Context

StockSavvy.ai notes that Nuvve operates in the rapidly evolving EV charging and grid modernization market, which is projected to see substantial growth in EV adoption and a corresponding need for charging infrastructure. The company's focus on V2G technology positions it to address critical challenges like grid volatility and intermittency caused by increased renewable energy penetration. While the market is competitive, Nuvve emphasizes its first-mover advantage, proprietary AI-powered platform, and existing qualifications with transmission system operators. The shift towards fleet electrification, particularly in the school bus segment, aligns with broader industry trends for sustainability and cost reduction. However, the industry faces risks from technological changes, fluctuating fuel economy standards, and the availability of government incentives, which could impact EV demand and, consequently, Nuvve's business.

Comparison to Industry Standards

• Nuvve believes its GIVe platform is the most advanced V2G platform on the market and the only one qualified by multiple grid system operators globally to provide grid services, differentiating it from competitors like ChargePoint, Mobility House, Blink, and Ovo Energy, which primarily offer less sophisticated uni-directional charging services.
• Nuvve's Denmark operation has generated approximately US$2,600 per car per year in market revenue on average from V2G services, showcasing a specific monetization model, though direct comparative revenue per vehicle from competitors is not provided in the filing.
• The company states that competitors have historically struggled with gaining the technology and know-how necessary to establish a functional V2G software platform capable of aggregating EVs into a VPP and providing services to the grid bidirectionally.

Management Changes

Corporate Governance

Legal Proceedings

• Initiated a legal action against Rhombus Energy Solutions, Inc. on February 21, 2025, related to its refusal to honor certain warranty and commissioning obligations for DC Chargers. Rhombus counter-filed for arbitration, claiming breach of a previous settlement agreement by Nuvve for failing to purchase additional DC Chargers. Nuvve believes Rhombus's claim lacks merit and intends to exercise all available rights and remedies.
• The master services agreement with Fresno Economic Opportunities Commission (FEOC) was effectively terminated on February 11, 2026. Nuvve disputes the proper termination and is negotiating to determine the amount of costs and fees owed for services provided prior to termination, with accounts receivable related to FEOC fully reserved.

Related Party Transactions

• Paid $122,928 in 2025 and $124,000 in 2024 under a research agreement with the University of Delaware, a company stockholder, with $94,785 remaining to be paid as of December 31, 2025.
• Recognized revenue of $18,482 in 2025 and $159,629 in 2024 from an entity that is an investor of the company.
• Issued SPV Promissory Notes with conversion options to Gregory Poilasne (CEO) and David Robson (CFO) for an aggregate of $1.5 million to support Deep Impact project costs. As of December 31, 2025, Poilasne and Robson funded $610,500 and $230,000, respectively. $277,786 of Poilasne's principal and interest was repaid through a non-cash exercise of October 2024 Warrants. The remaining $575,811 was repaid in February 2026. Interest expenses of $153,228 (2025) and $44,176 (2024) were paid on these notes.
• Issued February Promissory Notes to Gregory Poilasne and David Robson for an aggregate of $266,000 in February 2025. These notes were repaid on September 24, 2025, for a total of $283,578.
• Gregory Poilasne participated as an investor in the October 2024 Senior Convertible Notes, receiving a $250,000 principal amount note. As of December 31, 2025, he converted all notes into 13,153 common shares and exercised all related warrants into 117,358 common shares.
• Fermata Energy II LLC issued promissory notes with conversion options to certain employees, including Gregory Poilasne, for an aggregate principal amount of $547,058 in April 2025.
• Gregory Poilasne (CEO) and David Robson (CFO) were issued 55 and 35 units, respectively, of Series 3 J-Kiss units in Nuvve Japan K.K. in exchange for loan receivables of $351,085 and $223,418, respectively, as of December 31, 2025. These loan receivables were fully repaid by March 31, 2026.

Stakeholder Impact

• **Shareholders:** Experience significant dilution from multiple reverse stock splits and ongoing capital raises through equity and convertible debt, which include full ratchet anti-dilution protection for certain investors. The substantial net losses and going concern warning pose a significant risk to investment value. Nasdaq's mandatory monitoring period adds uncertainty to listing status.
• **Employees:** Compensation and benefits include base salary, cash bonuses, and equity compensation. The company emphasizes attracting and retaining highly skilled employees and fostering a diverse, inclusive culture. However, the company's financial instability could impact job security and future compensation.
• **Customers:** Benefit from V2G technology for lower EV ownership costs, fleet management tools, and potential grid services revenue. However, issues with non-conforming DC Chargers and disputes with suppliers like Rhombus could affect product reliability and service quality. The termination of the Fresno Agreement highlights potential project risks.
• **Suppliers:** The dispute with Rhombus Energy Solutions indicates potential challenges in supplier relationships and product quality control. Reliance on a limited number of vendors for key components poses supply chain risks.
• **Creditors:** The company has significant debt obligations and a going concern warning, which increases risk for creditors. The repayment of Term Loans and some promissory notes indicates some ability to manage obligations, but future funding needs are substantial.

Next Steps

• Continue to invest in expanding the GIVe software platform and V2G service capabilities.
• Continue developing global sales channels and grow direct sales capabilities to support customer acquisition.
• Continue efforts in policy and utility relationships to advocate for policies advancing electric mobility and V2G infrastructure deployment.
• Accelerate new services and product offerings through continued efficient investment in engineering and product development.
• Invest in marketing and sales to attract new customers and pursue a portfolio effect model.
• Explore potential high-quality acquisition opportunities.
• Utilize the 125 kW V2G DC Chargers (previously impaired inventory) for R&D activities with e-Formula and Universities in Taiwan to enhance brand recognition and accelerate V2G commercialization in Taiwan and Japan.
• Pursue expansion of energy aggregation services and engineering and managerial consulting services in Europe regarding new projects by Omnia and its affiliates, including an option for a 50 MW battery energy storage system (BESS) project in Marviken, Sweden.
• Seek shareholder meeting approval for the issuance of Preferred Stock Consideration under the Omnia Global Agreements, subject to requisite milestones.

Key Dates

Recommendation

Nuvve Holding Corp. faces severe financial distress, evidenced by an 81% increase in net loss to $31.5 million and a substantial accumulated deficit of $196.4 million in 2025. The company explicitly states 'substantial doubt about its ability to continue as a going concern.' Revenue declined, and operating expenses surged, partly due to questionable 'cryptocurrency strategy consulting services' warrants. While the V2G technology has potential, the company's current financial performance, heavy reliance on dilutive capital raises with unfavorable anti-dilution provisions, ongoing legal disputes, and the termination of a significant project (Fresno Agreement) paint a grim picture. Despite regaining Nasdaq compliance, the mandatory monitoring period underscores continued instability. A seasoned investor would view these factors as indicative of high risk and significant downside potential, warranting a strong sell recommendation.

Keywords

V2G, Vehicle-to-Grid, EV Charging, Grid Modernization, Energy Storage, AI, Artificial Intelligence, Virtual Power Plant, Fleet Electrification, Renewable Energy, Smart Charging, Energy Management, Electric Vehicles, Charging Stations, Software as a Service, SaaS, Nasdaq, 10-K, Financial Reporting