Sec Form 4 Filing - Poilasne Gregory @ Nuvve Holding Corp. - 2025-08-15

Insider filing report for Changes in Beneficial Ownership
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FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
Poilasne Gregory
2. Issuer Name and Ticker or Trading Symbol
Nuvve Holding Corp. [ NVVE]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X __ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
Chief Executive Officer
(Last) (First) (Middle)
C/O NUVVE HOLDING CORP., 2468 HISTORIC DECATUR ROAD, SUITE 200
3. Date of Earliest Transaction (MM/DD/YY)
08/15/2025
(Street)
SAN DIEGO, CA92106
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
__ X __ Form filed by One Reporting Person
_____ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)
7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 08/15/2025 M( 1 ) 526,094 A $ 0.528 533,474.784 ( 2 ) D
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)
6. Date Exercisable and Expiration Date
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Senior Convertible Notes $ 0.528 08/15/2025 M( 1 ) ( 2 ) 04/30/2026 Common Stock $ 526,094 $ 0 ( 1 ) $ 0 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Poilasne Gregory
C/O NUVVE HOLDING CORP.
2468 HISTORIC DECATUR ROAD, SUITE 200
SAN DIEGO, CA92106
X Chief Executive Officer
Signatures
/s/ Gregory Poilasne 08/19/2025
Signature of Reporting Person Date
Explanation of Responses:
( 1 )The Reporting Person acquired a $250,000 principal amount convertible promissory note on October 31, 2024, as amended and restated, the Note, from the Issuer for aggregate consideration of $225,000. The Note bears interest at 8%. On August 15, 2025, the Reporting Person converted approximately $250,000 of principal and $27,777.63 of accrued interest under a convertible promissory note, dated October 31, 2024, as amended and restated, outstanding under the Note, into 526,094 shares of the Issuers common stock, at a conversion price of $0.528 per share. The issuance of shares of common stock upon the conversion of the Note by the Reporting Person was approved by the Issuers stockholders at a special meeting held on February 21, 2025. The conversion price in effect at the time of conversion pursuant to the terms of the Note was $0.528 per share.
( 2 )The Note was issued on October 31, 2024, and was convertible into shares of common stock at the election of the holder anytime thereafter at an initial conversion price of $3.402 per share, subject to the full ratchet anti dilution provisions contained therein, subject to a floor price of $0.528 per share, and subject to approval by the stockholders of the Issuer. The Issuer's stockholders approved the issuance of shares of common stock upon the conversion of the Note at a special meeting held on February 21, 2025.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
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