Nuvve Implements 1-for-18 Reverse Stock Split to Strengthen Capital Structure

Nuvve’s Strategy for Long-Term Market Positioning

Nuvve Holding Corp., a global provider of vehicle-to-grid (V2G) technology, grid modernization platforms, and intelligent energy management solutions, has announced plans to implement a 1-for-18 reverse stock split as part of its broader strategy to maintain compliance with Nasdaq listing requirements and strengthen its capital market position. The reverse stock split is scheduled to become effective at 12:01 a.m. Eastern Time on July 6, 2026, with trading on a split-adjusted basis expected to begin at market open on the same day.

The action represents an important financial milestone for the company as it continues advancing its mission of transforming electric vehicles, batteries, buildings, and distributed energy assets into flexible grid resources capable of supporting a more resilient and efficient energy ecosystem.

Following completion of the reverse stock split, Nuvve’s common stock will continue to trade on the Nasdaq Capital Market under the ticker symbol “NVVE.” However, the shares will be assigned a new CUSIP number, 67079Y506, reflecting the updated share structure.

Under the terms of the reverse stock split, every eighteen issued and outstanding shares of common stock will automatically be consolidated into one share of common stock. The transaction will not alter the company’s par value, which remains set at $0.0001 per share.

As a result of the adjustment, the number of issued and outstanding common shares is expected to decline from approximately 9.44 million shares to approximately 524,652 shares, subject to adjustments associated with fractional share treatment.

Importantly, while the number of outstanding shares will decrease significantly, the total number of authorized shares available under the company’s charter will remain unchanged. Maintaining the existing authorized share count provides the company with flexibility for future financing initiatives, strategic transactions, employee compensation programs, and potential growth opportunities.

The reverse stock split is designed primarily to support Nuvve’s efforts to regain compliance with Nasdaq’s minimum bid price requirement. Nasdaq-listed companies are generally required to maintain a closing bid price of at least $1.00 per share to preserve their listing status.

Failure to meet the minimum threshold over an extended period may place companies at risk of receiving deficiency notices or ultimately being delisted from the exchange.

By reducing the number of shares outstanding, companies can increase the market price per share proportionately, assuming overall market capitalization remains relatively stable. Reverse stock splits are commonly used by publicly traded companies seeking to align their stock prices with exchange requirements while continuing to access public capital markets.

Nuvve’s decision follows shareholder approval received during a special meeting held on June 23, 2026.

At that meeting, shareholders approved a proposal granting the Board of Directors authority to amend the company’s certificate of incorporation and implement a reverse stock split within a range between 1-for-2 and 1-for-18.

Following shareholder authorization, the Board of Directors subsequently approved the maximum permitted ratio of 1-for-18, determining that this structure would best support the company’s compliance objectives.

The reverse split mechanism will be implemented automatically without requiring shareholders to take any action.

Investors holding shares electronically in book-entry form or through brokerage accounts, banks, or other financial intermediaries will see their holdings adjusted automatically to reflect the revised number of shares.

For shareholders whose shares are held in “street name” by brokers or custodians, the process will be completed at the participant level without additional documentation or intervention.

Fractional shares generated through the reverse stock split will not be issued.

Instead, any fractional positions resulting from the consolidation will be rounded up to the nearest whole share.

For example, an investor who would otherwise receive 2.4 shares following the split would receive three shares.

Similarly, shareholders holding securities through financial institutions will have fractional interests rounded up at the participant level.

Nuvve has indicated that no cash payments will be made in lieu of fractional shares, distinguishing this process from some reverse stock split transactions that compensate investors for fractional holdings.

The company has appointed Continental Stock Transfer & Trust Company, its transfer agent, to oversee administrative aspects of the reverse stock split.

Shareholders will receive information regarding their post-split ownership positions through the transfer agent, while beneficial owners are encouraged to contact their brokers or financial advisors should procedural questions arise.

The reverse stock split will also trigger adjustments across Nuvve’s equity-based compensation arrangements and financial instruments.

Stock options, restricted stock units, warrants, and other convertible securities outstanding at the time of the split will be adjusted proportionately.

The number of shares available under employee incentive plans and other equity agreements will likewise be modified to reflect the revised capital structure.

Exercise prices, conversion ratios, and vesting calculations associated with these instruments will also be updated accordingly.

These proportional adjustments are intended to preserve the economic value of outstanding securities while maintaining consistency across the company’s equity programs.

While reverse stock splits do not directly change a company’s underlying fundamentals, they often form part of broader corporate strategies designed to enhance financial flexibility, preserve exchange listings, and improve market perception.

For growth-oriented technology companies such as Nuvve, maintaining Nasdaq listing status is particularly important because it provides visibility among institutional investors, access to capital markets, and credibility within the investment community.

Continued listing can also support strategic partnerships and customer relationships, particularly in industries undergoing rapid transformation.

Nuvve operates within the evolving clean energy sector, where electrification, distributed energy resources, and smart grid technologies are increasingly central to energy transition efforts.

The company’s core expertise lies in vehicle-to-grid technology, which enables electric vehicles to interact dynamically with power grids.

Through bidirectional charging capabilities, electric vehicles can not only consume electricity but also discharge stored energy back into the grid when needed.

This functionality has the potential to create a vast network of flexible energy resources capable of supporting grid stability, balancing renewable energy generation, and improving overall system efficiency.

Nuvve’s technology platform coordinates these interactions through sophisticated software designed to optimize charging schedules, manage energy flows, and participate in utility programs and energy markets.

The company’s solutions are increasingly relevant as governments, utilities, and businesses seek methods to integrate growing numbers of electric vehicles without placing additional strain on existing power infrastructure.

By treating EV batteries as distributed energy assets, Nuvve believes it can unlock new economic opportunities while helping utilities manage demand fluctuations and renewable intermittency.

Beyond electric vehicles, the company is expanding its capabilities to encompass stationary battery systems, smart buildings, charging networks, and broader energy management solutions.

Its vision involves creating interconnected ecosystems where mobility, energy storage, and digital intelligence work together to enhance grid resilience and sustainability.

These ambitions align with global trends toward decarbonization, electrification, and energy decentralization.

The reverse stock split announcement arrives during a period of significant change within energy markets.

Electric vehicle adoption continues to accelerate worldwide, creating increased demand for charging infrastructure and intelligent energy management systems.

At the same time, utilities are confronting challenges associated with integrating renewable energy resources while maintaining reliable service.

Technologies capable of providing grid flexibility are therefore expected to play an increasingly important role in future energy systems.

Nuvve has positioned itself as a participant in this transition by offering platforms that connect distributed assets and transform them into active participants in electricity markets.

The company collaborates with fleet operators, municipalities, utilities, charging providers, and technology partners to deploy its solutions in diverse operating environments.

Through these partnerships, Nuvve seeks to demonstrate the economic and operational benefits of vehicle-to-grid integration.

Although reverse stock splits can sometimes be perceived negatively by investors due to associations with lower share prices or financial pressures, companies frequently view them as pragmatic tools for preserving strategic options.

Maintaining access to public equity markets may provide opportunities for future fundraising, acquisitions, and business expansion initiatives.

For companies operating in emerging sectors, continued exchange listing can also facilitate engagement with institutional investors seeking exposure to innovative technologies.

Nuvve’s management believes that ensuring compliance with Nasdaq requirements supports long-term shareholder interests by maintaining the company’s public market presence and positioning it to pursue growth opportunities within the evolving energy landscape.

Nuvve

The company remains focused on advancing technologies that support grid modernization, energy optimization, and transportation electrification.

Forward-looking statements accompanying the announcement emphasize that expectations surrounding the reverse stock split, future trading activity, and compliance objectives are subject to risks and uncertainties.

Management cautions that numerous factors could influence actual outcomes, including market conditions, regulatory developments, operational performance, investor sentiment, and broader economic circumstances.

Like many emerging technology companies, Nuvve faces challenges associated with scaling operations, commercial adoption, competitive dynamics, and capital availability.

Nevertheless, company leadership remains committed to executing its strategic vision and believes that initiatives such as the reverse stock split represent important steps toward preserving financial flexibility and supporting long-term growth.

Headquartered in San Diego, California, Nuvve continues to develop technologies intended to redefine how energy is generated, stored, managed, and utilized.

Its platform enables electric vehicles, buildings, batteries, and distributed assets to become intelligent participants in energy networks rather than passive consumers.

By leveraging digital intelligence, bidirectional charging capabilities, and advanced energy management tools, the company aims to help create a cleaner, more resilient, and more efficient energy future.

As the reverse stock split takes effect in July 2026, investors and industry observers will closely monitor its impact on trading activity, market positioning, and the company’s efforts to sustain Nasdaq compliance.

For Nuvve, the move reflects a broader commitment to strengthening its financial foundation while continuing to pursue opportunities arising from the global transition toward electrified transportation and smarter energy systems.

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