Financial Analysis

"Commitments and Contingencies (a) Legal Matters The Company is subject to various claims and legal proceedings covering matters that arise in the ordinary course of its business activities, including product liability claims. Management believes that any liability that may ultimately result from the resolution of these matters will not have a material adverse effect on the financial condition or results of operations of the Company. Please see Note 17(e) and (f) below for details regarding legal proceedings with Company suppliers. (b) Research Agreement Effective September 1, 2016, the Company is party to a research agreement with a third party, which is also a Company stockholder, whereby the third party will perform research activity as specified annually by the Company. Under the terms of the agreement, the Company paid a minimum of $400,000 annually in equal quarterly installments. For the three months ended March 31, 2026 and 2025, zero and $30,000 , respectively, were paid under the research agreement. At March 31, 2026, $94,785 remained to be paid under the renewed agreement. (c) In-Licensing The Company was a party to a licensing agreement for non-exclusive rights to intellectual property which would expire at the later of the date at which the last patent underlying the intellectual property expires or 20 years from the sale of the first licensed product. Under the terms of the agreement, the Company would have had to pay up to an aggregate of $700,000 in royalties …

CommitmentsAndContingenciesDisclosureTextBlock · excerpt; the full note is in the filing

"Debt The following is a summary of debt as of March 31, 2026 and December 31, 2025: March 31, 2026 December 31, 2025 Promissory Notes - August 16, 2024 (2) 564,446 Senior Convertible Notes - September 2025 (2) 117,070 112,302 Senior Convertible Notes - November 2025 (2) 245,865 281,186 Senior Convertible Notes - December 2025 4,953 222,691 Promissory Notes - Fermata Energy II LLC (1) (2) 597,969 584,292 Total outstanding principal balance 965,856 1,764,917 Less: unamortized debt issuance costs and discounts (7,159) (35,174) Total debt 958,697 1,729,743 Less: current portion of long-term debt 958,697 1,729,743 Long-term debt, net of current portion $ $ __________________ (1) Amount represents related party notes. (2) Amount includes accrued interest. As of March 31, 2026, the total future maturities of the principal amounts of the debt obligations are as follows: 2026 (remaining nine months) $ 958,697 958,697 Promissory Notes - August 16, 2024 In connection with the formation of Deep Impact (see Note 1 ), Promissory Notes (each a SPV Promissory Note) with conversion option were issued to each of Gregory Poilasne and David Robson, the Chief Executive Officer and Chief Financial Officer of the Company (collectively, the SPV Note Holders), respectively, in exchange for up to an aggregate of $1,500,000 , to further support project costs in exchange for their investment into Deep Impact. Each SPV Promissory Note was issued with an original principal amount of $750,000 (the Princip …

DebtDisclosureTextBlock · excerpt; the full note is in the filing

The following table provides information regarding disaggregated revenue: Three Months Ended March 31, 2026 2025 Revenue recognized over time: Services - engineering and others (1)(2) $ 695,939 $ 220,492 Grid services 10,422 46,812 Grants 245,928 101,449 Revenue recognized at point in time: Products 440,831 565,551 Total revenue $ 1,393,120 $ 934,304 __________________ (1) The three months ended March 31, 2025 a mount includes $177,332 of management fees earned related to Fresno EV infrastructure project management which is fully reflected in the provision for credit losses. There is no such amount for March 31, 2026. (2) The three months ended March 31, 2026 a mount includes $441,201 of grid interconnection service revenue from Nuvve Japan subsidiary and $63,029 in related cost of services.

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Stock Option Plan In 2010, the Company adopted the 2010 Equity Incentive Plan (the 2010 Plan), which provides for the grant of restricted stock awards, stock options, and other share-based awards to employees, consultants, and directors. In November 2020, the Board extended the term of the 2010 Plan to July 1, 2021. In 2021, the Company adopted the 2020 Equity Incentive Plan (the 2020 Plan), which provides for the grant of restricted stock awards, incentive and non-statutory stock options, and other share-based awards to employees, consultants, and directors. In August 2025, the 2020 Plan was amended, as approved by shareholders, to increase the shares of common stock reserved for issuance under the plan by 20,756 shares. As of March 31, 2026, there is an aggregate of 20,833 shares of common stock reserved for issuance under the 2020 Plan. All options granted to date have a ten year contractual life and vesting terms of four years. In general, vested options expire if not exercised 90 days after termination of service. A total of 7,458 shares of common stock remained available for future issuance under the 2020 Plan as of July 6, 2026 . Forfeitures are accounted for as they occur. Stock-based compensation expense recognized in selling, general, and administrative, and research and development are as follows: Three Months Ended March 31, 2026 2025 Options $ 1,682 $ 554,659 Total $ 1,682 $ 554,659 The following is a summary of the stock option activity under the 2010 Plan for t …

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Fair Value Measurements The following are the liabilities measured at fair value on the condensed consolidated balance sheet at March 31, 2026 and December 31, 2025 using quoted price in active markets for identical assets (Level 1); significant other observable inputs (Level 2); and significant unobservable inputs (Level 3): Level 1: Quoted Prices in Active Markets for Identical Assets Level 2: Significant Other Observable Inputs Level 3: Significant Unobservable Inputs Total at March 31, 2026 Total Gains (Losses) For The Three Months Ended March 31, 2026 Recurring fair value measurements 2024 October Institutional/Accredited Investor Warrants $ $ $ $ $ 1,403 2025 May Institutional/Accredited Investor Warrants $ $ $ $ $ 11,272 2025 September Institutional/Accredited Investor Warrants $ $ $ $ $ 2,862 Senior Convertible Notes - September 2025 $ $ $ 117,070 $ 117,070 $ 2025 November Institutional/Accredited Investor Warrants $ $ $ $ $ 12,311 Senior Convertible Notes - November 2025 $ $ $ 245,865 $ 245,865 $ 2025 December 17 and 26 Institutional/Accredited Investor Warrants $ $ $ $ $ 9,848 2025 December 30 Institutional/Accredited Investor Warrants and AIR $ $ $ 258,482 $ 258,482 $ 177,845 2026 January Institutional/Accredited Investor Warrants $ $ $ 6,559 $ 6,559 $ 2026 February Institutional/Accredited Investor Warrants $ $ $ 7,411 $ 7,411 $ 2026 March 6 Institutional/Accredited Investor Warrants $ $ $ 9,306 $ 9,306 $ 2026 March 27 Institutional/Accredited Investor Warrants $ …

FairValueDisclosuresTextBlock · excerpt; the full note is in the filing

Intangible Assets and Goodwill Intangible Assets At both March 31, 2026 and December 31, 2025, the Company had recorded a gross intangible asset balance of $2,240,556, which is related to patent and intangible property rights acquired. Amortization expense of intangible assets was $37,343 and $34,860 for the three months ended March 31, 2026 and 2025, respectively. Accumulated amortization totaled $1,212,194 and $1,174,851 at March 31, 2026 and December 31, 2025, respectively. The net amount of intangible assets of $1,028,361 at March 31, 2026, will be amortized over the weighted average remaining life of 8.71 years . Total estimated future amortization expense is as follows: 2026 (remaining nine months) $ 110,362 2027 142,706 2028 142,706 2029 142,706 2030 142,706 Thereafter 347,175 $ 1,028,361 Goodwill The following table summarizes the Companys goodwill balance: March 31, 2026 December 31, 2025 Beginning Balance $ 96,000 $ Additions 96,000 Total $ 96,000 $ 96,000 …

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Income Taxes Three Months Ended March 31, 2026 2025 Income tax expense $ $ Effective tax rate 0.0 % 0.0 % The effective tax rate used for interim periods is the estimated annual effective tax rate, based on current estimate of full year results, except that taxes related to specific events, if any, are recorded in the interim period in which they occur. The effective tax rate differed from the U.S. federal statutory tax rate primarily due to operating losses that receive no tax benefit as a result of a valuation allowance recorded for such losses. The Company accounts for income taxes in accordance with ASC Topic 740, Income Taxes (ASC 740). Under the provisions of ASC 740, management is required to evaluate whether a valuation allowance should be established against its deferred tax assets. The Company currently has a full valuation allowance against its deferred tax assets. As of each reporting date, the Companys management considers new evidence, both positive and negative, that could impact managements view with regard to future realization of deferred tax assets. For the three months ended March 31, 2026, there was no material change from the year ended December 31, 2025 in the amount of the Companys deferred tax assets that are not considered to be more likely than not to be realized in future years. …

IncomeTaxDisclosureTextBlock · excerpt; the full note is in the filing

"Leases The Company has entered into leases for commercial office spaces and vehicles. These leases are not unilaterally cancellable by the Company, are legally enforceable, and specify fixed or minimum amounts. The leases expire at various dates through 2031 and provide for renewal options. In the normal course of business, it is expected that these leases will be renewed or replaced by leases on other properties. The leases provide for increases in future minimum annual rental payments based on defined increases in the Consumer Price Index, subject to certain minimum increases. Also, the agreements generally require the Company to pay real estate taxes, insurance, and repairs. Supplemental unaudited condensed consolidated balance sheet information related to leases is as follows: Classification March 31, 2026 December 31, 2025 Operating lease assets Right-of-use operating lease assets $ 3,649,050 3,779,757 Finance lease assets Property, plant and equipment, net 1,551 Total lease assets $ 3,649,050 $ 3,781,308 Operating lease liabilities - current Operating lease liabilities - current $ 867,785 860,130 Operating lease liabilities - noncurrent Operating lease liabilities - noncurrent 3,411,423 3,558,659 Finance lease liabilities - current Other liabilities - current 2,340 Finance lease liabilities - noncurrent Other long-term liabilities Total lease liabilities $ 4,279,208 $ 4,421,130 The components of lease expense are as follows: Three Months Ended March 31, Three Months En …

LesseeOperatingLeasesTextBlock · excerpt; the full note is in the filing

"Recently adopted accounting pronouncements None Applicable Recently issued accounting pronouncements not yet adopted In December 2025, the FASB issued ASU 2025-11, Narrow Scope Improvements . ASU 2025-11 clarifies the interim reporting requirements by improving navigability of Topic 270 and more clearly specifying what disclosures are required in an interim reporting period. The new guidance (i) specifies the form and content choices for interim financial statements and accompanying notes; (ii) adds a comprehensive list of required interim disclosures from numerous Codification Topics to Topic 270; and (iii) introduces a disclosure principle that requires disclosure of events since the end of the previous annual reporting period that materially affect the entity. ASU 2025-11 is effective for interim reporting periods within annual reporting periods beginning after December 15, 2027. Early adoption is permitted. The Company is currently evaluating the impact of the adoption on its financial statement disclosures. In December 2025, the FASB issued ASU 2025-10, Accounting for Government Grants Received by Business Entities. ASU 2025-10 establishes guidance on the recognition, measurement, and presentation of government grants received by business entities. The new guidance leverages the principles in the accounting framework for government assistance in IFRS, specifically IAS 20, Accounting for Government Grants and Disclosure of Government Assistance; makes certain targeted im …

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Related Parties During the three months ended March 31, 2026 and 2025 the Company recognized re venue of zero and $8,877, respectively, from an entity that is an investor in the Company. The Company had a balance of accounts receivable of zero at March 31, 2026 and December 31, 2025 from the same entity that is an investor in the Company. As described in Note 9 , and in connection with the formation of the Deep Impact (see Note 1 ), Promissory Notes with a conversion option were issued to each of Gregory Poilasne and David Robson, the Chief Executive Officer and Chief Financial Officer of the Company, respectively, in exchange for an aggregate of $1,500,000 , to further support project costs in exchange for their investment into Deep Impact. Each Promissory Note was issued with an original principal amount of $750,000 . As of March 31, 2026, the Chief Executive Officer and Chief Financial Officer have funded $610,500 and $230,000, respectively, of the Promissory Notes. As of December 31, 2025, the Company has repaid $277,786 of the Chief Executive Officer's principal and interest balance of $601,871 of his SPV Promissory Note the through a non-cash exercise of his October 2024 Warrants. Additionally, in February 2026, the Company repaid the remaining principal balance and interest of the SPV Promissory Notes for a total amount repaid of $575,811. As described in Note 9 , in April 2025, Fermata Energy II LLC issued promissory notes with a conversion option to certain employees …

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Revenue Recognition The disclosures below discuss the Companys material revenue contracts. The following table provides information regarding disaggregated revenue: Three Months Ended March 31, 2026 2025 Revenue recognized over time: Services - engineering and others (1)(2) $ 695,939 $ 220,492 Grid services 10,422 46,812 Grants 245,928 101,449 Revenue recognized at point in time: Products 440,831 565,551 Total revenue $ 1,393,120 $ 934,304 __________________ (1) The three months ended March 31, 2025 a mount includes $177,332 of management fees earned related to Fresno EV infrastructure project management which is fully reflected in the provision for credit losses. There is no such amount for March 31, 2026. (2) The three months ended March 31, 2026 a mount includes $441,201 of grid interconnection service revenue from Nuvve Japan subsidiary and $63,029 in related cost of services. The aggregate amount of revenue for the Companys existing contracts and grants with customers as of March 31, 2026 expected to be recognized in the future, and classified as deferred revenue on the condensed consolidated balance sheet, for year ended December 31, is as follows (this disclosure does not include revenue related to contracts whose original expected duration is one year or less): 2026 (remaining nine months) $ 1,479,402 2027 264,874 2028 224,375 2029 179,395 Thereafter 136,542 Total (1) $ 2,284,588 __________________ (1) The revenue recognition is subject to the completion of constructi …

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Reportable Segment and Significant Segment Expenses The Company operates in a single business segment, which is grid modernization and energy storage and management. Significant Segment Expenses: The Company operates in a single business segment, which is the consolidated entity. The Company's chief operating decision maker (CODM) is its Chief Executive Officer. The CODM uses revenue and operating expenses of the consolidated entity predominantly in the annual budget and forecasting process. The CODM considers consolidated budget-to-actual variances on an annual basis when making decisions about the allocation of operating and capital resources. Below are the significant consolidated segment expenses that the Company regularly provides to the CODM. The following table summarizes the Companys significant selling, general, and administrative expenses, and research and development expenses that are regularly provided to the CODM: Three Months Ended March 31, 2026 2025 Revenue $ 1,393,120 $ 934,304 (Add)/deduct: Cost of sales 741,968 561,244 Selling, general, and administrative expense: Employee compensation and benefits 2,305,382 2,417,525 Consultants 48,836 Marketing 190,246 264,494 Rent 260,904 273,318 Professional fees 282,334 315,814 Legal 667,906 711,156 Insurance (excluding health & D&O) 108,040 43,847 IT Expense 68,085 277,074 Travel 52,851 22,772 Office Meal and Employee Reimbursement 11,495 9,688 Dues & Subscriptions 57,629 60,768 Repairs and Maintenance 2,1 …

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"Summary of Significant Accounting Policies For a detailed discussion about the Companys significant accounting policies, see Note 2, Summary of Significant Accounting Policies , in the Notes to Consolidated Financial Statements included in the Companys Annual Report on Form 10-K for the year ended December 31, 2025 (the 2025 Form 10-K). During the three months ended March 31, 2026, there were no significant updates made to the Companys significant accounting policies. Basis of Presentation The accompanying (i) unaudited condensed consolidated balance sheet as of December 31, 2025, which has been derived from audited financial statements, and (ii) unaudited interim condensed consolidated financial statements have been prepared in accordance pursuant to the rules and regulations of the Securities and Exchange Commission (SEC) regarding interim financial reporting. Certain information and note disclosures normally included in annual financial statements prepared in accordance with generally accepted accounting principles in the United States of America (U.S. GAAP) have been condensed or omitted pursuant to those rules and regulations, although the Company believes that the disclosures made are adequate to make the information not misleading. Therefore, it is recommended that these unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes in the 2025 Form 10-K, filed with the SEC on March 31, …

SignificantAccountingPoliciesTextBlock · excerpt; the full note is in the filing

Stockholders Deficit Reverse Stock Split At the Companys Special Meeting of Stockholders held on October 6, 2025, the Companys stockholders approved a proposal to authorize a reverse stock split of the Companys common stock, at a ratio within the range of 1-for-2 to 1-for-40. The Board approved a 1-for-40 reverse split ratio, which became effective December 15, 2025. Additionally, at the Companys Special Meeting of Stockholders held on June 23, 2026, the Companys stockholders approved a proposal to authorize a reverse stock split of the Companys common stock, at a ratio within the range of 1-for-2 to 1-for-40. The Board approved a 1-for-18 reverse split ratio, which became effective July 6, 2026. Therefore, following the above Reverse Stock Split's effectiveness, all references in the condensed consolidated financial statements to number of common shares issued or outstanding, price per share and weighted average number of shares outstanding prior to the Reverse Stock Split have been adjusted to reflect the stock split on a retroactive basis as of the earliest period presented. No fractional shares were issued in connection with the reverse stock splits and each fractional share resulting from the reverse stock splits were rounded up to the next whole share. Authorized Shares As of March 31, 2026, the Company has authorized two classes of stock, Common Stock, and Preferred Stock. The total number of shares of all classes of capital stock which the Company has authority to iss …

StockholdersEquityNoteDisclosureTextBlock · excerpt; the full note is in the filing

Subsequent Events Issuance of Series 3 J-Kiss Units During April 2026, Nuvve Japan raised $0.2 million from issuance of 40 Series 3 J-Kiss units subscriptions. Securities Exchange and Omnibus Amendment Agreement On May 12, 2026, the Company entered into a securities exchange and omnibus amendment agreement (the Exchange Agreement) with certain holders (the Holders) of warrants exercisable for an aggregate of up to 1,323,952 shares of the Companys common stock, par value $0.0001 per share (the Common Stock), consisting of (i) certain common stock purchase warrants of the Company originally issued on October 31, 2024 and having a current exercise price of $8.5212 (such warrants, the 2024 Private Placement Warrants); (ii) certain common stock purchase warrants of the Company issued upon the exercise of certain 2024 Additional Investment Rights (as defined below) and having a current exercise price of $8.5212 (such warrants, the 2024 AIR Warrants); (iii) certain common stock purchase warrants of the Company originally issued on December 30, 2025 and having a current exercise price of $8.5212 (such warrants, the 2025 Private Placement Warrants); (iv) certain common stock purchase warrants of the Company issued upon the exercise of certain 2025 Additional Investment Rights (as defined below) and having a current exercise price of $0.0001 (such warrants, the 2025 AIR Warrants and, together with the 2024 Private Placement Warrants, the 2025 Private Placement Warrants and the 2024 AIR …

SubsequentEventsTextBlock · excerpt; the full note is in the filing