8-K - Nuvve Holding Corp. | StockGist

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Nuvve Holding Corp. entered into Omnia Venture Agreements with Oelion AB and OMNIA Group Holdings AG on March 6, 2026, securing options on a 50 MW BESS project in Marviken, Sweden, exclusive service rights for European projects, and issuing 814,532 common shares (19.9% of outstanding) subject to milestones.

Key Takeaways

1Entered Cooperation Agreement, Managerial Services Agreement, and Aggregation Service Agreement with Oelion AB and OMNIA Group Holdings AG on 2026-03-06

2Acquired option for 50 MW BESS project assignment and Interconnector Agreement at Marviken, Sweden

3Exclusive rights to provide energy aggregation and engineering/managerial consulting services to OMNIA's new European projects for 15 years

4Right of first refusal on OMNIA's European BESS projects for 15 years

5Will receive ~$1,345,389 payments in first year from Managerial Services Agreement over 20-year term

6Issuing 814,532 common shares (~19.9% outstanding, valued ~$1,018,165 as of 2026-03-05) and Series B Preferred Stock subject to milestones and shareholder approval

Current Report Details

Event Type

Material Agreement

Disclosure

Mandatory

Variant

8-K

Items Reported

1.01

Entry into a Material Definitive Agreement. On March 6, 2026, Nuvve Holding Corp. (the “Company” or “Nuvve”) entered into a cooperation agreement (the “Cooperat

Material Agreement

3.02

Unregistered Sales of Equity Securities. The information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 3

Securities Issuance

7.01

and Exhibit 99.1 of this Current Report on Form 8-K is being furnished and shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange

Regulation Fd

8.01

Other Events. Important Notice Regarding Forward-Looking Statements This Current Report on Form 8-K contains forward-looking statements or forward-looking infor

Other Event

9.01

Financial Statements and Exhibits. (d) Exhibits Exhibit No. Description 10.1 Cooperation Agreement between and among the Company, Omnia and Oelion, dated March

Exhibits Only

Transaction Details

Material Agreement

Parties: Nuvve Holding Corp., Oelion AB, OMNIA Group Holdings AG

•Option to acquire 50 MW BESS project (Envisaged Project) and Interconnector Agreement at Marviken, Sweden
•Right of first refusal on new European BESS projects for 15 years
•Exclusive rights to provide energy aggregation services and engineering/managerial consulting services to OMNIA affiliates' European projects for 15 years
•Managerial Services Agreement: ~$1,345,389 payments in first year, 20-year term
•Aggregation Service Agreement option for Envisaged Project
•Omnia Venture Agreements executed concurrently on 2026-03-06

Exhibits (5)

10.1

COOPERATION AGREEMENT BETWEEN AND AMONG THE COMPANY, OMNIA AND OELION, DATED MARCH 6, 2026

10.2

AGGREGATION SERVICE AGREEMENT FOR BATTERY ENERGY STORAGE SYSTEM (BESS) BETWEEN AND AMONG THE COMPANY, OMNIA AND OELION, DATED MARCH 6, 2026

10.3

SERVICE AGREEMENT FOR ENGINEERING AND MANAGERIAL CONSULTING SERVICE BETWEEN AND AMONG THE COMPANY, OMNIA AND OELION, DATED MARCH 6, 2026

8-K

CURRENT REPORT

99.1

PRESS RELEASE, DATED MARCH 6, 2026