NVVE 10-K & 10-Q changes, risk factors and insider trading

Our customers and partners include owner/operators of light duty fleets, heavy duty fleets (including school buses), automotive manufacturers, charge point operators, and strategic partners (via joint ventures, other business ventures and special purpose financial vehicles). We also operate a small number of company-owned charging stations serving as demonstration projects funded by government grants. We expect growthreductions in company-owned charging stations and the related government grant fundingfunding, to continue, but forand such projects to constitute a declining percentage of our future business as our commercial operations expand.

We offer our customers networked charging stations, infrastructure, batteries, software, professional services, support, monitoring and parts and labor warranties required to run electric vehicle fleets, grid modernization, energy storage and management, as well as low and in some cases free energy costs. We expect to generate revenue primarily from the provision of services to the grid via our GIVe software platform and sales of V2G-enabled charging stations and batteries. In the case of light duty fleet and heavy duty fleet customers, we also may receive a mobility fee, which is a recurring fixed payment made by fleet customers per fleet vehicle. In addition, we may generate non-recurring engineering services revenue derived from the integration of our technology with automotive original equipment manufacturers ("OEMs") and charge point operators. In the case of recurring grid services revenue generated via automotive OEM and charge point operator customer integrations, we may also share the recurring grid services revenue with the customer.

We operate in North America, selected countries in Europe (directly and through our business venture with EDF), and Japan. Revenue from North America and Europe is expected to contribute significantly to our total revenue in the near-to-intermediate term, while revenue from Japan is expected to increase over the longer run due to the early stage nature of Japan's market for V2G technology and services. We are positioned to grow our North American and European business through future partnerships with charge point operators, OEMs and leasing companies. For example, on March 6, 2026, we entered into the Omnia Global Agreements between and among ourselves, Oelion, and Omnia. Pursuant to the Omnia Global Agreements we have an option regarding an assignment of a 50 MW battery energy storage system (BESS) project located at Marviken, Sweden and to hold an interconnection agreement with the relevant grid operator. We also plan to pursue expansion of our energy aggregation services and engineering and managerial consulting services in Europe regarding new projects by Omnia and its affiliates pursuant to the Omnia Global Agreements. However, there can be no assurance that the projects envisioned by the Omnia Global Agreements will become a significantly meaningful portion of our business. Further, we may experience competition with other providers of EV charging station networks for installations. Many of these competitors have limited funding, which could lead to poor customer experiences and have a negative impact on overall EV adoption. Our growth in North America and Europe requires differentiating ourself as compared to the several existing competitors. If we are unable to penetrate the market in North America and Europe, our future revenue growth and profits will be impacted.

Total revenue was $4.8 million for the year ended December 31, 2025, compared to $5.3 million for the year ended December 31, 2024, compared to $8.3 million for the year ended December 31, 2023, a decrease of $3.0$0.5 million, or 36.6%.9.3%. The decrease is attributed to a $3.3$1.1 million decrease in services revenue, partially offset by a $0.5 million increase in products due to lowerhigher customers sales orders and shipments, partially offset by anand increase of $0.1 million in services revenue and an increase of $0.1$0.15 million in grants revenue. Products and services revenue for the year ended December 31, 20242025 consisted of sales of DC and AC Chargers of $2.6$3.0 million, grid services revenue of $0.3$0.1 million, and engineering services of $2.0$1.1 millionmillion. drivenThe bydecrease in service revenue is due to the absence of management fees of $0.8 million earned related to the Fresno V2GEV infrastructure project. We stopped accruing management fees earned for the Fresno EV infrastructure project management.during the second quarter of 2025.

Cost of products and services revenues was $2.9 million for the year ended December 31, 2025, compared to $3.5 million for the year ended December 31, 2024, decreaseda bydecrease $3.4of million to $3.5$0.6 million, or 49.4%,17.4%. comparedThe todecrease $7.0was million for the year ended December 31, 2023primarily due to lower customerscosts salesof ordersservice and shipments.revenue. Products and services margins for the year ended December 31, 20242025 increased by 14.7%,3.5%, to 27.5%,31.0% for the year ended December 31, 2025, compared to 12.8%27.5% for the same prior year period. Margin benefited mostly from a lowerhigher mix of hardware charging stations sales, and a higherlower mix of engineering services during the year ended December 31, 20242025 compared to December 31, 2023.2024.

Selling, general and administrative expenses were $26.8 million for the year ended December 31, 2025 as compared to $17.7 million for the year ended December 31, 20242024, asan compared to $24.7 million for the year ended December 31, 2023, a decreaseincrease of $7.0$9.1 million, or 28.4%.51.4%.

The decreaseincrease during the year ended December 31, 20242025 was primarily attributable to decreasethe fair value of warrants expenses issued for cryptocurrency strategy consulting services of $8.2 million, increase in compensationlegal expenses of $3.6$1.4 million, includingincrease share-basedin compensation,bad decreasedebt expenses of $1.0 million primarily related to management fees earned in the Fresno EV infrastructure project, increase in insurance related expenses of $0.3 million, increase in professional fees of $0.2 million, increase in outside services related expenses of $1.7$0.1 million, decrease in legal expenses of $0.7 million, decreaseincrease in office related expenses of $0.6$0.2 million, decreaseincrease in travel and marketing related expenses of $0.5 million, partially offset by decrease in compensation expenses of $2.0 million, including share-based compensation, decrease in information technology related expenses of $0.5 million, and decrease in public company related expenses of $0.5 million, and decreases in bad debt expenses of $0.2 million, partially offset by information technology related expenses of $0.8$0.3 million.

Research and development expenses decreasedwere by $4.2 million, or 48.2%, from $8.8$3.8 million for the year ended December 31, 20232025, compared to $4.5 million for the year ended December 31, 2024.2024, a decrease of $0.7 million, or 15.6%. The decreases during the year ended December 31, 20242025 were primarily attributable to decreases in compensation expenses and subcontractor expenses used to advance our platform functionality and integration with morevehicles vehicles.and stationary batteries.

Other income, net consistswas primarily of interest expense, change in fair value of warrants liability and derivative liability, and other income (expense). Other income, net increased by $2.2 million of income, from $0.8 million of other income for the year ended December 31, 2023 to $3.04$0.63 million in other income for the year ended December 31, 2024.2025, compared to $3.0 million in other income for the year ended December 31, 2024, a decrease of $2.4 million of income, or 79.2%. The increasedecrease during the year ended December 31, 20242025 was primarily attributable to the change in fair valuevalues of the convertible notes and warrants/investment rights liability, convertiblepartially notes,offset andby derivativeincreases liability,in sublease income related to the subleasing of part of our main office space (See Note 16), and interest expense on debt obligations.

In the years ended December 31, 20242025 and 2023,2024, we recorded nominal income tax (benefit)/expenses. The income tax (benefit)/expenses during the years ended December 31, 20242025 and 20232024 were nominal primarily due to operating losses that receive no tax benefits as a result of a valuation allowance.

Net loss decreasedwas by $13.9 million, or 44.3%, from $31.3$31.5 million for the year ended December 31, 20232025, compared to $17.4 million for the year ended December 31, 2024.2024, an increase of $14.1 million, or 81.0%. The decreaseincrease in net loss was primarily duedriven toby increasea decrease in revenue of $0.5 million, decrease in other income, net of $2.2$2.4 million, and aan decreaseincrease in operating expenses of $11.6$11.7 million, which includes a decrease in cost of product and services of $3.4 million, and a decrease in revenue of $3.0$0.6 million for the aforementioned reasons.

We are still an early-stage business enterprise. We have not yet demonstrated a sustained ability to generate sufficient revenue from sales of our technology and services or conduct sales and marketing activities necessary for the successful commercialization of our GIVe platform. We have not yet achieved profitability and have experienced substantial net losses, and we expect to continue to incur substantial losses for the foreseeable future. We have incurred operating losses of approximately $20.5$32.2 million and $32.1$20.5 million for the years ended December 31, 20242025 and 2023,2024, respectively. Our cash used in operations were $15.7$16.6 million and $21.3$15.7 million for the years ended December 31, 20242025 and 2023,2024, respectively. As of December 31, 2024,2025, we had a cash balance, working capital, and stockholders’ equitydeficit of $0.4$5.5 million, $2.1$1.3 million and $1.3$2.4 million, respectively.

Shelf Registration Statement

On AprilJune 25,27, 2022,2025, we filed a shelf registration statement on Form S-3 with the SEC on Form S-3 which allowallows us, subject to limitations under the baby shelf rules discussed below, to issue unspecified amounts of common stock, preferred stock, warrants for the purchase of shares of common stock or preferred stock, debt securities, and units consisting of any combination of any of the foregoing securities, in one or more series, from time to time and in one or more offerings up to a total dollar amount of $100.0$300.0 million. The shelf registration statement was declared effective on MayJuly 5,7, 2022.2025. Our ability to utilize the full capacity of our shelf registration, or any future shelf registration on Form S-3, is limited by our compliance with the baby shelf rules. Pursuant to the “baby shelf rules” promulgated by the SEC, if our public float is less than $75.0 million as of specified measurement periods, the number of securities that may be offered and sold by us under a Form S-3 registration statement, including pursuant to our shelf registration statement, in any twelve-month period is limited to an aggregate amount that does not exceed one-third of our public float. As a result, we will be limited by the baby shelf rules until such time our public float exceeds $75 million, which means we only have the capacity to sell shares up to one-third of our public float under shelf registration statements in any twelve-month period.

On August 9, 2024 and2024, November 27, 2024,2024 and March 31, 2025, we entered into a Subordinated Business Loan and Security Agreement ("Term LoanLoans") with Agile Lending, LLC, as lender, and Agile Capital Funding, LLC, as collateral agent. The August 9, 2024 and2024, November 27, 2024 and March 31, 2025 Term Loans are short-term, fixed interest rate obligations. Principal and interest on the Term LoanLoans are payable in arrears weekly.arrears. The August 9, 2024 and November 27, 2024 Term Loans are secured by certain of our assets, and were is evidenced by a subordinated secured promissory note.

The Term Loan contains customary affirmative and negative covenants. Among other things, these covenants restricts our ability to incur certain types or amounts of indebtedness, incur liens on certain assets, dispose of material assets, enter into certain restrictive agreements, or engage in certain transactions with affiliates. Additionally, the Term Loan contains customary default provisions including, but not limited to, failure to pay interest or principal when due. We are in compliance with the Term Loan covenants as of December 31, 2025.

Interest expense paid on the Term Loans for the year ended December 31, 20242025 was $627,929.$1,240,544. There was no$627,929 interest expense on the Term Loans for the year ended December 31, 2023.2024.

OnAs Marchof 6,December 31, 2025, wethe Company has fully repaid fully the principal balance and interest of the August 9, 2024 Term Loan.Loans.

(1) Principal balance and interest of $483,812 was fully repaid inas Marchof December 31, 2025.

Below we are providing, in supplemental form, changes to our risk factors from those previously disclosed in Part I, Item 1A of our Annual Report on Form 10-K for the year ended December 31, 2025.2025 , and in Part II, Item 1A of our Quarterly Report on Form 10-Q for the quarter ended June 30, 2026. Our risk factors disclosed in Part I, Item 1A of our Annual Report on Form 10-K for the year ended December 31, 2025 provide additional discussion regarding these supplemental risks and we encourage you to read and carefully consider all of the risk factors disclosed in Part I, Item 1A of our Annual Report on Form 10-K for the year ended December 31, 2025, together with the below, for a more complete understanding of the risks and uncertainties material to our business.

As a public company, we are required to provide management’s attestation on internal controls. The standards required for a public company under Section 404(a) of the Sarbanes-Oxley Act are significantly more stringent than those required of a private company. Management may not be able to effectively and timely implement controls and procedures that adequately respond to the increased regulatory compliance and reporting requirements. Based upon evaluation of our Chief Executive Officer and Interim Chief Financial Officer as of MarchJune 31,30, 2026, our internal controls and our disclosure controls and procedures are ineffective and we are in the process of establishing our procedures around our internal and disclosure controls. While we are continuing to develop our internal controls and our disclosure controls and other procedures to take the remedial actions as described in Part I, Item 4, Controls and Procedures of this Quarterly Report on Form 10-Q, if we are not able to implement the additional requirements of Section 404(a) in a timely manner or with adequate compliance, we may not be able to assess whether our internal controls over financial reporting are effective, which may subject us to adverse regulatory consequences and could harm investor confidence and the market price of our securities.

In order to improve and maintain the effectiveness of our disclosure controls and procedures and internal control over financial reporting, we may expend significant resources, including accounting-related costs and significant management oversight. Our current controls and any new controls that we develop may become inadequate because of changes in conditions in our business. In addition, changes in accounting principles or interpretations could also challenge our internal controls and require that we establish new business processes, systems and controls to accommodate such changes. We have limited experience with implementing the systems and controls necessary to operate as a public company, as well as adopting changes in accounting principles or interpretations mandated by the relevant regulatory bodies. Additionally, if these new systems, controls or standards and the associated process changes do not give rise to the benefits that we expect or do not operate as intended, it could adversely affect our financial reporting systems and processes, our ability to produce timely and accurate financial reports, or the effectiveness of internal control over financial reporting. Moreover, our business may be harmed if we experience problems with any new systems and controls that result in delays in their implementation or increased costs to correct any post-implementation issues that may arise.

Further, additional weaknesses in our disclosure controls and internal control over financial reporting may be discovered in the future. Any failure to develop or maintain effective controls or any difficulties encountered in their implementation or improvement could harm our business or cause us to fail to meet our reporting obligations and may result in a restatement of our financial statements for prior periods. Any failure to implement and maintain effective internal control over financial reporting also could adversely affect the results of periodic management evaluations and annual independent registered public accounting firm attestation reports regarding the effectiveness of our internal control over financial reporting that we will eventually be required to include in our periodic reports that will be filed with the SEC. Ineffective disclosure controls and procedures and internal control over financial reporting could also cause investors to lose confidence in our reported financial and other information, which would likely have a negative effect on the trading price of our Common Stock. In addition, if we are unable to continue to meet these requirements, we may not be able to remain listed on Nasdaq.

We have determined that Deep Impact is a variable interest entity ("VIE") in which the Company is the primary beneficiary. Accordingly, we consolidate Deep Impact and record a non-controlling interest for the share of the entity owned by WISE. Deep Impact had limited business operations during the three months ended MarchJune 31,30, 2026 and year ended December 31, 2025.

In April 2025, we formed Nuvve New Mexico LLC, a new subsidiary created to support our recently awarded State of New Mexico contract. The new entity serves as a regional representative company, ensuring the successful execution of the contract and the expansion of our innovative energy solutions across the state. Additionally, Nuvve New Mexico continues to pursue follow-on opportunities in New Mexico, including fleet electrification, charging infrastructure, and grid modernization projects with public-sector and cooperative utility customers. We hold majority membership interest in Nuvve New Mexico LLC as the Class A units holder. Other members admitted into the Nuvve New Mexico LLC through subscription as investors hold the Class B units. As of MarchJune 31,30, 2026, three members have been admitted as a Class B unit members with an aggregate subscription of 300,000 Class B units at $1.00 per unit.

Pursuant to the Omnia Global Agreements, we have acquired (i) an option regarding an assignment of a 50 MW battery energy storage system (BESS) project located at Marviken, Sweden (the “Envisaged Project”) and to hold an interconnection agreement with the relevant grid operator regarding the interconnection of the Envisaged Project to the electricity grid (the “Interconnector Agreement”), (ii) a right of first refusal, and (iii) an exclusive right to provide energy aggregation services as well as engineering and managerial consulting services to any new project of Omnia and its affiliates in Europe. Pursuant to the Managerial Services Agreement we will provide our technology and expertise in management of advanced energy storage and grid modernization solutions and will receive payments from Omnia in the first year of approximately $1,345,389 and with a continuing term of twenty years, subject to customary termination provisions. In consideration for this, we have agreed to issue, subject to the accomplishment of various contractual and operational milestones, 814,53245,252 shares of Common Stock, (the “Common Stock Consideration”), which was equivalent to approximately 19.9% of our outstanding Common Stock as of the date of execution of the Cooperation Agreement representing an aggregate value of approximately $1,018,165 as of the close of trading on March 5, 2026, and, subject to prior stockholder approval and the accomplishment of various contractual and operational milestones, shares of Series B Convertible Preferred Stock of Nuvve (the “Preferred Stock Consideration”). At the June Special Meeting, our stockholders approved the issuance of the Preferred Stock Consideration, subject to completion of the requisite milestones, per the Cooperation Agreement. As of June 30, 2026, none of the Common Stock Consideration or Preferred Stock Consideration had been issued.

Our estimated backlog as of MarchJune 31,30, 2026, was $4.4$5.3 million, which we expect to earn in future periods. We anticipate recognizing revenue from this backlog from 2026 through 2027.

Three and Six Months Ended MarchJune 31,30, 2026 Compared with Three and Six Months Ended MarchJune 31,30, 2025

The following table sets forth information regarding our consolidated results of operations for the three and six months ended MarchJune 31,30, 2026 and 2025.

Total revenue was $1.39$1.23 million for the three months ended MarchJune 31,30, 2026, compared to $0.93$0.33 million for the three months ended MarchJune 31,30, 2025, an increase of $0.46$0.89 million, or 49.1%.268.4%. The increase was primarily attributable to $0.44$0.77 million ofincrease technicalin serviceproducts revenue earneddue forto ahigher gridcustomers interconnectionsales agreementorders byand our Nuvve Japan subsidiary as a performance obligation in a larger stationary battery project,shipments, and a $0.14$0.18 million increase in grants, partially offset by a $0.12$0.06 million decrease in productsservice revenue due to lower customers sales orders and shipments.revenue. Products and services revenue for the three months ended MarchJune 31,30, 2026, consisted of DC Chargers and AC Chargers of $0.44$0.92 million, grid services revenue of $0.01 million, and engineering services of $0.70$0.12 million.

Cost of products and services revenue was $0.74$1.19 million for the three months ended MarchJune 31,30, 2026, compared to $0.56$0.13 million for the three months ended MarchJune 31,30, 2025, an increase of $0.18$1.06 million, or 32.2%.811.7%. The increase was primarily due to higher costs of products revenue driven primarily by higher replacement warranty costs of certain discontinued DC Chargers.Chargers, and the write-down of certain costs related to the Troy project.

Products and services margin increaseddecreased by 2.7%50.0% to 35.3%16.1% for the three months ended MarchJune 31,30, 2026, compared to 32.6%66.1% in the same prior year period.period Margin was positively impacted by higher mix of engineering services, and a lower mix of hardware charging stations partially offsetdriven by higher replacement warranty costs of certain discontinued DC Chargers in the firstcurrent quarter of 2026 compared with the first quarter of 2025.quarter.

Selling, general and administrative expenses were $4.9$6.5 million for the three months ended MarchJune 31,30, 2026, compared to $5.1$13.9 million for the three months ended MarchJune 31,30, 2025, ana decrease of $0.2$7.4 million, or 3.7%.52.9%.

Research and development expenses were $1.6 million for the three months ended March 31, 2026, compared to $0.9 million for the three months ended MarchJune 31,30, 2026, compared to $1.1 million for the three months ended June 30, 2025, ana increasedecrease of $0.7$0.2 million, or 81.7%.14.4%. The increasedecrease during the three months ended MarchJune 31,30, 2026 was primarily attributable to increasesdecreases in compensation expenses and subcontractor expenses used to advance our platform functionality and integration with more vehicles and stationary batteries.

Other income, net consists primarily of interest expense, change in fair value of convertible notes, change in fair value of warrants liability and derivative liability, and other income (expense).

Other income, net was $0.24$0.15 million in other expensesincome for the three months ended MarchJune 31,30, 2026, compared to $1.29$1.23 million of other income for the three months ended MarchJune 31,30, 2025, ana increasedecrease of $1.53$1.08 million. The increasedecrease during the three months ended MarchJune 31,30, 2026 was primarily attributable to the change in fair values of the convertible notes and warrants liability, and increase in sublease income related to the subleasing of part of our main office space (See Note 1615 to the accompanying unaudited condensed consolidated financial statements included elsewhere in this Quarterly Report), partially offset by increase in interest expense on debt obligations.

In each of the three and six months ended MarchJune 31,30, 2026 and 2025, we recorded no material income tax expenses. The income tax expenses during each of the three and six months ended MarchJune 31,30, 2026 and 2025 were minimal primarily due to operating losses that receive no tax benefits as a result of a valuation allowance recorded for such losses.

Net loss was $5.6$7.3 million for the three months ended MarchJune 31,30, 2026, compared to $6.9$13.6 million for the three months ended MarchJune 31,30, 2025, a decrease of $1.3$6.3 million, or 18.5%.46.2%. The decrease in net loss was primarily due to an increase in other income of $1.5 million, an increase of $0.5$0.9 million in revenue, anda an increasedecrease in total operating expenses of $0.7$6.5 million and a decrease in other income of $1.1 million.

Net loss attributable to non-controlling interest for the three months ended MarchJune 31,30, 2026 was $0.43$0.33 million, compared to $0.01$0.19 million net incomeloss attributable to non-controlling interest for the three months ended MarchJune 31,30, 2025.

We are still an early-stage business enterprise. We have not yet demonstrated a sustained ability to generate sufficient revenue from sales of our technology and services or conduct sales and marketing activities necessary for the successful commercialization of our GIVe platform. We have not yet achieved profitability and have experienced substantial net losses, and we expect to continue to incur substantial losses for the foreseeable future. We incurred operating losses of approximately $5.8$13.3 million for the threesix months ended MarchJune 31,30, 2026. Our cash used in operations was $6.0$9.4 million as of the threesix months ended MarchJune 31,30, 2026. As of MarchJune 31,30, 2026, we had a cash balance, working capital deficit, and total deficit of $1.7$0.5 million, $2.8$8.9 million and $1.7$7.5 million, respectively.

During the three months ended MarchJune 31,30, 2026, we issued an aggregate of 114130 shares of series A preferred stock and warrants to purchase an aggregate of 141,130173,729 shares of Common Stock to certain institutional investors. We received aggregate proceeds of $1,850,000,$2,100,000, net of a 10% original issue discount (gross stated value of $2,055,556$2,333,334).

Pursuant to the Securities Purchase Agreement, certain Private Placement Investors may elect to purchase additional shares of Preferred Shares with an aggregate stated value of up to $25 million (the “Additional Investment Right”) and accompanying additional warrants to purchase shares of Common Stock (the “AIR Warrants”). Such Preferred Shares and AIR Warrants shall have identical terms to the Preferred Shares and Private Placement Warrants issued at the private placement offering above, provided that the initial conversion price and exercise price, as applicable, of such Preferred Shares and AIR Warrants (the “AIR Price”) shall be equal to the greater of (A) the lesser of (i) 90% of the arithmetic average of the five lowest intraday trading prices occurring during any time during the 10 trading days prior to the exercise of such Additional Investment Right and (ii) the conversion price of the outstanding Preferred Shares and/or exercise price of the outstanding Private Placement Warrants the in effect and (B) the Floor Price. Additionally the Private Placement Investors shall, commencing on the six-month anniversary of the private placement offering date and during every six months thereafter, the Purchasers shall either exercise Additional Investments or the Private Placement Warrants, for gross proceeds to us of at least $4.0 million until the we have received at least $20.0 million in gross proceeds, provided the Private Placement Investors shall have no obligation to exercise such Additional Investment Right every six months if during such period the AIR Price does not equal or exceed the Floor Price. Additionally, the Private Placement Investors shall have no obligation to exercise such Additional Investment Right every six months if during such period, our Common Stock is not listed for trading on either Nasdaq or the New York Stock Exchange (“NYSE”).

On December 1, 2025, we entered into a Common Shares Purchase Agreement with certain investors (the “Facility Investors”) relating to an equity line of credit facility (the “ELOC Facility”), whereby we havehad the right from time to time at our option to sell to the Facility Investors up to $25 million of our Common Stock subject to certain conditions and limitations set forth in the Common Shares Purchase Agreement. As of MarchJune 31,30, 2026, we havehad not activated the ELOC Facility: therefore, no commonCommon stockStock sales have been made under the ELOC Facility. On MayJuly 12,24, 2026, we agreed to terminate the ELOC Facility andwas noautomatically commonterminated stockpursuant sales were made underto the ELOCterms Facilityof the Common Shares Purchase Agreement, which provided for automatic termination upon the failure of the Common Stock to be listed on Nasdaq or NYSE.

Below is the summary of debt obligations as of MarchJune 31,30, 2026 and December 31, 2025:

(2) AmountBalance includesamount accruedrepresents interest.interest only.

On February 21, 2025, we initiated a legal action against Rhombus related to its refusal to honor certain warranty and commissioning obligations with respect to DC Chargers we purchased from Rhombus. Rhombus has in turn filed a demand for an arbitration claiming that we breached terms of the previous settlement agreement between us and Rhombus by failing to purchase additional DC Chargers. We believe we do not have any obligation to purchase additional non-conforming DC Chargers. Therefore, we believe that Rhombus’s position does not have any merit, and we intend to exercise all available rights and remedies in our legal action against Rhombus. The outcome of any such proceedings are inherently uncertain, and the amount and/or timing of any gains or expenses resulting from such proceedings is not reasonably estimable at this time. We anticipate that the dispute will be adjudicated by the end of the fourth quarter of fiscal year 2026.

Net cash used in operating activities during the threesix months ended MarchJune 31,30, 2026 was $6.0$9.4 million as compared to net cash used of $1.8$7.3 million in the threesix months ended MarchJune 31,30, 2025. The $4.2$2.1 million increase in net cash used in operating activities was primarily attributable to higher use of cash for working capital during the threesix months ended MarchJune 31,30, 2026 as compared to the same prior year period. Working capital during the threesix months ended MarchJune 31,30, 2026 was impacted by, among other items, increase in cash operating expenses. Additionally, improved timing and management of vendor terms compared to the cash settlement of such items contributed to higher use of cash for working capital.

During the threesix months ended MarchJune 31,30, 2026, there was no cash use for investing activities was $0.30 million as compared to net cash used for investing activities of $0.01$0.39 million during the threesix months ended MarchJune 31,30, 2025. Net cash used for investing activities during the threesix months ended MarchJune 31,30, 20252026 was for the purchase of fixed assets.

Net cash provided by financing activities for the threesix months ended MarchJune 31,30, 2026 was $2.2$4.8 million, of which $1.8$2.0 million was the proceeds from issuance of convertible preferred stock, partially offset by issuance cost, $0.9$1.4 million was proceeds from debt obligations, $1.2 million was the proceeds from private placement of Nuvve Japan series 3 J-Kiss units, $0.1$0.8 million was from the exercise of common stock warrants, partially offset by issuance cost, and repayment debt obligations of $0.6 million.

Net cash provided by financing activities for the threesix months ended MarchJune 31,30, 2025 was $2.6$9.0 million, which $0.6 million was the proceeds from public offering of common stock, partially offset by issuance cost, $0.9$2.1 million was from the exercise of common stock warrants, partially offset by issuance cost, proceed from debt obligations of $3.3$8.8 million, and repayment debt obligations of $2.1$2.5 million.

As previously disclosed, pursuant to Series 3 J-Kiss stock acquisition rights (“SARs”) subscription agreements with Nuvve Japan Corporation, a Japanese corporation and indirect subsidiary of the Company (“Nuvve Japan”), our Chief Executive Officer and Chief Financial Officer were issued 55 and 35 SARs, respectively, of series 3-J KissJ-Kiss SARs (the “JKISS Investment”). The series 3-J KissJ-Kiss SARs were issued in exchange for loan receivables of $351,085 and $223,418, respectively, from Gregory Poilasne, our Chief Executive Officer, and David Robson, our Chief Financial Officer, to Nuvve Japan as of December 31, 2025. In connection with JKISS Investment, Messrs. Poilasne and Robson entered into loan agreements with Nuvve Japan (the “Nuvve Japan Loan Agreements”), pursuant to which Nuvve Japan agreed to lend Messrs. Poilasne and Robson $351,085 and $223,418, respectively, which represented the consideration payable by each officer in exchange for the receipt of Series 3 J-Kiss SARs in the JKISS Investment. The loans under the Nuvve Japan Loan Agreements accrued interest at a rate of 6% per annum, and had a repayment date of February 27, 2026. As of MarchJune 31,30, 2026, the Chief Executive Officer and Chief Financial Officer had fully repaid the principal and interest of the amounts owed under the respective Nuvve Japan Loan Agreements.

The Company and the Chief Executive Officer and Chief Financial Officer agreed that each officer would enter into an agreement with Nuvve Japan pursuant to which their respective Series 3-J-Kiss SARs will be cancelled in exchange for Nuvve Japan returning the respective investment amounts in cash or a note receivable, or a combination of both, for each officer’s respective Series 3 J-Kiss SARs. The cancellation agreements between each of Messrs. Poilasne and Robson were effective as of July 9, 2026.

See Note 14, Related Party Transactions and Note 20, Subsequent Events – Related Party Loans-Nuvve Japan,Transactions, of the Notes to Condensed Consolidated Financial Statements included in this Quarterly Report on Form 10-Q.