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Nuvve Provides Fourth Quarter and Full Year 2025 Financial Update

Investor Conference Call to be Held Today at 5:00 PM Eastern Time (2:00 PM PT)

Nuvve Holding Corp. (Nuvve) (Nasdaq: NVVE), a global leader in advanced energy storage, grid modernization solutions and vehicle-to-grid (V2G) technology, today provided a fourth quarter and full-year 2025 financial update.

Fourth Quarter Highlights and Recent Developments

  • We raised $8.1 million in gross proceeds through a private preferred stock offering, warrants exercises and debt obligations during the fourth quarter of 2025 to support our operations and growth initiatives
  • Total revenues were $1.9 million for the fourth quarter of 2025 compared to $1.8 million for the fourth quarter 2024
  • Gross profit margins were 24.2% for the fourth quarter of 2025 compared to 15.8% for the fourth quarter 2024
  • Cash operating losses were $1.5 million in the fourth quarter 2025 compared to $4.9 million the fourth quarter 2024
  • Reduced operating expenses excluding cost of sales and inventory impairment by $2.2 million in the fourth quarter of 2025 to $3.7 million compared to $5.9 million in the fourth quarter of 2024
  • We had $5.5 million in cash and cash equivalents as of December 31, 2025 compared to $0.4 million at December 31, 2024.

Management Discussion

Gregory Poilasne, Chief Executive Officer of Nuvve, said, “We were disappointed with the slowdown of EV adoption in the school bus market and the decline in revenues in 2025. We previously announced that we have pivoted our business strategy towards stationary storage aggregation services, and have seen an increase in our pipeline and backlog for stationary battery projects which we anticipate will accelerate the scaling of our platform in North America, Europe and Japan.”

2025 Fourth Quarter Financial Review

Total revenue was $1.95 million for the three months ended December 31, 2025, compared to $1.79 million for the three months ended December 31, 2024. The increase in revenue was attributed to increase in products due to higher customers sales orders and shipments, and increase in grants revenue, partially offset by decrease in services revenue. Products and services revenue for the three months ended December 31, 2025 consisted of sales of DC and AC Chargers of about $1.39 million, grid services revenue of $0.01 million, and engineering services of $0.34 million, compared to sales of DC and AC $1.18 million, grid services of $0.01 million, and engineering services of $0.51 million for the three months ended December 31, 2024. The decrease in service revenue is due to the absence of management fees earned related to the Fresno EV infrastructure project. We stopped accruing management fees earned for the Fresno EV infrastructure project during the second quarter of 2025.

Cost of product and service revenues was $1.46 million for the three months ended December 31, 2025, compared to $1.50 million for the three months ended December 31, 2024, a 2.8% decrease. Products and services margins for the three months ended December 31, 2025 increased by 4.5% to 16.0%, compared to 11.5% for the same prior year period. Margin was positively impacted by a higher mix of hardware charging stations sales and a lower mix of engineering services.

During the fourth quarter of 2025, we determined that certain 125 kW V2G DC Chargers held in inventory and purchased from our former third party supplier were not conforming to our commercial product reliability standards and they would no longer be offered for sale domestically. Given the commercial reliability issues with those DC chargers, we recognized a total inventory impairment charge of $3.47 million, reducing the carrying value of those inventories to zero. The inventory impairment loss is presented as a separate line item in the consolidated statements of operations due to its significance.

Selling, general and administrative expenses consist of selling, marketing, payroll, administrative, finance, and professional expenses. Selling, general and administrative expenses were $3.0 million for the three months ended December 31, 2025, as compared to $5.1 million for the three months ended December 31, 2024, a decrease of $2.1 million, or 40.9%. The decrease during the three months ended December 31, 2025 was primarily attributable to decreases in compensation expenses of $1.7 million, including share-based compensation, decrease in public company related expenses of $0.6 million, decrease in travel-related expenses of $0.2 million, decrease in office related expenses of $0.2 million, decrease in information technology related expenses of $0.1 million, partially offset by increase in insurance related expenses of $0.4 million, and increase in legal expenses of $0.3 million.

Research and development expenses increased by $0.1 million, or 12.1%, from $0.8 million for the three months ended December 31, 2024 to $0.7 million for the three months ended December 31, 2025. The increases during the three months ended December 31, 2025 were primarily attributable to increases in compensation expenses and subcontractor expenses used to advance our platform functionality and integration with 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, sublease income and other income (expense). Other income (expense) was $0.38 million in other income for the three months ended December 31, 2025, compared to $0.52 million of other income for the three months ended December 31, 2024, a decrease of $0.14 million of income. The decrease during the three months ended December 31, 2025 was primarily attributable to the change in fair values of the convertible notes and warrants liability, partially offset by increases in sublease income related to the subleasing of part of our main office space, and interest expense on debt obligations.

Net loss was $6.3 million for the three months ended December 31, 2025, compared to $5.1 million for the three months ended December 31, 2024, an increase of $1.2 million or 23.7%. The increase in net loss was primarily due to a increase in operating expenses of $1.2 million, partially offset by decrease in other income, net of $0.1 million and increase in revenue of $0.16 million.

Net Loss Attributable to Non-Controlling Interest

Net loss attributable to non-controlling interest was $0.23 million and $0.03 million for the three months ended December 31, 2025 and 2024, respectively.

Net loss is allocated to non-controlling interests in proportion to the relative ownership interests of the holders of non-controlling interests in the entities.

Megawatts Under Management

Megawatts under management refers to the potential available charging capacity Nuvve is currently managing around the world.

Megawatts under management in the fourth quarter increased 7.2% over the third quarter of 2025, to 28.3 megawatts from 26.4 megawatts, and a 7.8% decrease compared to the fourth quarter of 2024. Stationary batteries we managed in California were decommissioned as they reached the end of their useful life. Our customer intends to replace these batteries in the future, and we are working with this customer to propose our battery aggregation services once their new batteries are installed. In Japan we elected to not continue the management of stationary batteries connected to our platform in partnership with Toyota Tsusho that we had managed for several years, given that expected future revenue generation was limited under our existing agreement. Instead we have focused our efforts in driving new business development efforts in Japan, with a focus on battery aggregation services for commercial and governmental customers throughout the country.

Conference Call Details

Nuvve will hold a conference call to review its financial results for the fourth quarter of 2025, along with other company developments at 5:00 PM Eastern Time (2:00 PM PT) today, Tuesday, March 31, 2026.

To participate in the call, please register for and listen via a live webcast, available in the ‘Events' section of Nuvve’s investor relations website at https://investors.nuvve.com/. In addition, a replay of the call will be made available for future access.

About Nuvve Holding Corp.

Nuvve Holding Corp. (Nasdaq: NVVE) is a global leader in the electrification of the planet, beginning with transportation, through its intelligent energy platform. Combining the advanced vehicle-to-grid (V2G) technology and an ecosystem of electrification partners, Nuvve dynamically manages power among electric vehicle (EV) batteries and the grid to deliver new value to EV owners, accelerate the adoption of EVs, and support the world’s transition to clean energy. By transforming EVs into mobile energy storage assets and networking battery capacity to support shifting energy needs, Nuvve is making the grid more resilient, enhancing sustainable transportation, and supporting energy equity in an electrified world. Since its founding in 2010, Nuvve has successfully deployed V2G on five continents and offers turnkey electrification solutions for fleets of all types. Nuvve is headquartered in San Diego, California, and can be found online at nuvve.com.

Nuvve and associated logos are among the trademarks of Nuvve and/or its affiliates in the United States, certain other countries and/or the European Union. Any other trademarks or trade names mentioned are the property of their respective owners.

Cautionary Statement Regarding Forward-Looking Statements

This press release contains forward-looking statements or forward-looking information within the meaning of the U.S. Private Securities Litigation Reform Act of 1995. Forward-looking statements may be identified by the use of forward-looking terms such as "may," "will," "expects," "believes," "aims," "anticipates," "plans," "looking forward to," "estimates," "projects," "assumes," "guides," "targets," "forecasts," "continue," "seeks" or the negatives of such terms or other variations on such terms or comparable terminology, although not all forward-looking statements contain such identifying words. Forward-looking statements include, but are not limited to, statements concerning Nuvve’s expectations, plans, intentions, strategies, prospects, business plans, product and service offerings, new deployments, potential project successes, expected timing of recently announced projects, anticipated growth of various business areas and other statements that are not historical facts. Nuvve cautions you that these forward-looking statements are subject to numerous risks and uncertainties, most of which are difficult to predict and many of which are beyond the control of Nuvve. Such statements are based upon the current beliefs and expectations of management and are subject to significant risks and uncertainties that could cause actual outcomes and results to differ materially. Some of these risks and uncertainties can be found in Nuvve’s most recent Annual Report on Form 10-K and subsequent periodic reports filed with the Securities and Exchange Commission (SEC). Copies of these filings are available online at www.sec.gov, https://investors.nuvve.com or on request from Nuvve. These factors should not be construed as exhaustive and should be read in conjunction with the other cautionary statements that are included in the Nuvve’s filings with the SEC. Such forward-looking statements speak only as of the date made, and Nuvve disclaims any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. Readers of this press release are cautioned not to place undue reliance on these forward-looking statements, since there can be no assurance that these forward-looking statements will prove to be accurate. This cautionary statement is applicable to all forward-looking statements contained in this press release.

NUVVE HOLDING CORP. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

(Unaudited)

 

 

December 31, 2025

 

December 31, 2024

Assets

 

 

 

Current Assets

 

 

 

Cash

$

5,467,250

 

 

$

371,497

 

Restricted cash

 

320,000

 

 

 

320,000

 

Accounts receivable, net

 

1,094,651

 

 

 

2,148,198

 

Inventories

 

800,819

 

 

 

4,591,902

 

Prepaid expenses

 

883,301

 

 

 

494,986

 

Deferred costs

 

709,286

 

 

 

417,290

 

Due from related party

 

574,503

 

 

 

 

Other current assets

 

1,184,704

 

 

 

931,244

 

Total Current Assets

 

11,034,514

 

 

 

9,275,117

 

Property and equipment, net

 

618,444

 

 

 

613,958

 

Intangible assets, net

 

1,065,705

 

 

 

1,062,766

 

Goodwill

 

96,000

 

 

 

 

Investment in equity securities

 

 

 

 

670,951

 

Investment in leases

 

98,321

 

 

 

101,415

 

Right-of-use operating lease assets

 

3,779,757

 

 

 

4,493,360

 

Deferred costs - noncurrent

 

594,558

 

 

 

564,558

 

Security deposit, long-term

 

105,782

 

 

 

15,687

 

Total Assets

$

17,393,081

 

 

$

16,797,812

 

 

 

 

 

Liabilities and Equity

 

 

 

Current Liabilities

 

 

 

Accounts payable

$

3,406,969

 

 

$

1,882,357

 

Accrued expenses

 

1,842,722

 

 

 

3,393,205

 

Deferred revenue - current

 

1,022,453

 

 

 

506,496

 

Debt -term loan

 

 

 

 

1,609,928

 

Due to related party - promissory notes - current

 

1,113,564

 

 

 

562,241

 

Convertible notes - current

 

616,179

 

 

 

2,475,162

 

Operating lease liabilities - current

 

860,130

 

 

 

914,800

 

Other liabilities

 

2,340

 

 

 

6,969

 

Customer deposits

 

918,631

 

 

 

 

Total Current Liabilities

 

9,782,988

 

 

 

11,351,158

 

 

 

 

 

Operating lease liabilities - noncurrent

 

3,558,659

��

 

 

4,254,173

 

Deferred revenue - noncurrent

 

874,779

 

 

 

771,747

 

Due to related party - promissory notes - noncurrent

 

 

 

 

840,500

 

Warrants/investment rights liability

 

474,023

 

 

 

699,087

 

Other long-term liabilities

 

172,089

 

 

 

170,794

 

Total Liabilities

 

14,862,538

 

 

 

18,087,459

 

 

 

 

 

Commitments and Contingencies

 

 

 

Mezzanine equity

 

 

 

Series A Convertible Preferred stock, $0.0001 par value, 35,000 shares authorized, 6,000 issued and outstanding at December 31, 2025, and zero shares issued and outstanding at December 31, 2024; aggregate liquidation preference of $6,000,000 and $0 at December 31, 2025 and December 31, 2024, respectively

 

4,958,840

 

 

 

 

Stockholders’ Equity

 

 

 

Preferred Class A units, zero par value, 4,900,000 shares authorized; 4,900,000 units issued and outstanding at December 31, 2025, and zero units issued and outstanding at December 31, 2024, respectively

 

166,698

 

 

 

 

Series 3 J-Kiss units, zero par value, 100,000,000 shares authorized; 10,090 units issued and outstanding at December 31, 2025, and zero units issued and outstanding at December 31, 2024, respectively

 

615,960

 

 

 

 

Class B units, zero par value, 2,500,000 units authorized; 300,000 units issued and outstanding at December 31, 2025, and zero units issued and outstanding at December 31, 2024, respectively

 

300,000

 

 

 

 

Preferred stock, $0.0001 par value, 1,000,000 shares authorized; zero shares issued and outstanding at December 31, 2025 and December 31, 2024, respectively

 

 

 

 

 

Common stock, $0.0001 par value, 400,000,000 shares authorized; 2,069,882 shares issued and 2,069,840 shares outstanding at December 31, 2025; 22,624 shares issued and 22,582 shares outstanding at December 31, 2024.

 

11,758

 

 

 

6,408

 

Treasury stock, at cost, 42 shares outstanding at December 31, 2025; 42 shares outstanding at December 31, 2024.

 

 

 

 

 

Additional paid-in capital

 

193,616,119

 

 

 

164,285,336

 

Accumulated other comprehensive income

 

38,041

 

 

 

46,494

 

Accumulated deficit

 

(196,421,627

)

 

 

(165,599,076

)

Nuvve common stockholders’ deficit

 

(1,673,051

)

 

 

(1,260,838

)

Non-controlling interests

 

(755,246

)

 

 

(28,809

)

Total Nuvve stockholders’ deficit

 

(2,428,297

)

 

 

(1,289,647

)

Total mezzanine equity

 

4,958,840

 

 

 

 

Total Liabilities, Nuvve stockholders' deficit and mezzanine equity

$

17,393,081

 

 

$

16,797,812

 

NUVVE HOLDING CORP. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)

 

 

Three Months Ended December 31,

 

Years Ended December 31,

 

 

2025

 

 

 

2024

 

 

 

2025

 

 

 

2024

 

Revenue

 

 

 

 

 

 

 

Products

$

1,391,133

 

 

$

1,179,078

 

 

$

3,046,150

 

 

$

2,568,573

 

Services

 

349,317

 

 

 

520,742

 

 

 

1,188,581

 

 

 

2,307,679

 

Grants

 

209,411

 

 

 

86,255

 

 

 

559,211

 

 

 

409,977

 

Total revenue

 

1,949,861

 

 

 

1,786,075

 

 

 

4,793,942

 

 

 

5,286,229

 

Operating expenses

 

 

 

 

 

 

 

Cost of products

 

1,141,168

 

 

 

1,121,542

 

 

 

2,418,237

 

 

 

2,124,506

 

Cost of services

 

320,823

 

 

 

382,769

 

 

 

503,039

 

 

 

1,410,051

 

Inventory impairment loss

 

3,469,895

 

 

 

 

 

 

3,469,895

 

 

 

 

Selling, general, and administrative

 

3,028,635

 

 

 

5,126,547

 

 

 

26,752,318

 

 

 

17,671,110

 

Research and development

 

674,310

 

 

 

767,558

 

 

 

3,830,533

 

 

 

4,540,993

 

Total operating expenses

 

8,634,831

 

 

 

7,398,416

 

 

 

36,974,022

 

 

 

25,746,660

 

 

 

 

 

 

 

 

 

Operating loss

 

(6,684,970

)

 

 

(5,612,341

)

 

 

(32,180,080

)

 

 

(20,460,431

)

Other income

 

 

 

 

 

 

 

Interest expense, net

 

(235,465

)

 

 

(544,653

)

 

 

(1,955,781

)

 

 

(767,373

)

Change in fair value of convertible notes

 

(79,912

)

 

 

444,656

 

 

 

(140,575

)

 

 

444,656

 

Change in fair value of warrants/investment rights liability

 

266,601

 

 

 

1,019,946

 

 

 

940,500

 

 

 

3,662,370

 

Change in fair value of derivative liability

 

 

 

 

 

 

 

 

 

 

(3,626

)

Other, net

 

425,036

 

 

 

(404,825

)

 

 

1,785,948

 

 

 

(300,408

)

Total other (expense) income, net

 

376,260

 

 

 

515,124

 

 

 

630,092

 

 

 

3,035,619

 

Loss before taxes

 

(6,308,710

)

 

 

(5,097,217

)

 

 

(31,549,988

)

 

 

(17,424,812

)

Income tax (benefit) expense

 

(1,000

)

 

 

1,600

 

 

 

(1,000

)

 

 

1,600

 

Net loss

$

(6,307,710

)

 

$

(5,098,817

)

 

$

(31,548,988

)

 

$

(17,426,412

)

Less: Net loss attributable to non-controlling interests

 

(231,308

)

 

 

(28,809

)

 

 

(726,437

)

 

 

(28,809

)

Net loss attributable to Nuvve Holding Corp.

$

(6,076,402

)

 

$

(5,070,008

)

 

$

(30,822,551

)

 

$

(17,397,603

)

Net loss attributable to Nuvve Holding Corp. common stockholders

$

(6,076,402

)

 

$

(5,070,008

)

 

$

(30,822,551

)

 

$

(17,397,603

)

 

 

 

 

 

 

 

 

Net loss per share attributable to Nuvve Holding Corp. common stockholders, basic and diluted

$

(6.38

)

 

$

(230.16

)

 

$

(75.65

)

 

$

(1,076.70

)

 

 

 

 

 

 

 

 

Weighted-average shares used in computing net loss per share attributable to Nuvve Holding Corp. common stockholders, basic and diluted

 

952,168

 

 

 

22,029

 

 

 

407,435

 

 

 

16,158

 

NUVVE HOLDING CORP AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS

(Unaudited)

 

 

Three Months Ended December 31,

 

Years Ended December 31,

 

 

2025

 

 

 

2024

 

 

 

2025

 

 

 

2024

 

Net income (loss)

$

(6,307,710

)

 

$

(5,098,817

)

 

$

(31,548,988

)

 

$

(17,426,412

)

Other comprehensive (loss) income, net of taxes

 

 

 

 

 

 

 

Foreign currency translation adjustments, net of taxes

 

(2,447

)

 

 

(27,652

)

 

 

(8,453

)

 

 

(47,182

)

Total Comprehensive income (loss)

$

(6,310,157

)

 

$

(5,126,469

)

 

$

(31,557,441

)

 

$

(17,473,594

)

Less: Comprehensive income (loss) attributable to non-controlling interests, net taxes

 

(231,308

)

 

 

(28,809

)

 

 

(726,437

)

 

 

(28,809

)

Comprehensive income (loss) attributable to Nuvve Holding Corp.

$

(6,078,849

)

 

$

(5,097,660

)

 

$

(30,831,004

)

 

$

(17,444,785

)

Comprehensive income (loss) attributable to Nuvve Holding Corp. common stockholders

$

(6,078,849

)

 

$

(5,097,660

)

 

$

(30,831,004

)

 

$

(17,444,785

)

NUVVE HOLDING CORP. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

 

 

Years Ended December 31,

 

 

2025

 

 

 

2024

 

Operating activities

 

 

 

Net loss

$

(31,548,988

)

 

$

(17,426,412

)

Adjustments to reconcile to net loss to net cash used in operating activities

 

 

 

Depreciation and amortization

 

329,500

 

 

 

337,971

 

Share-based compensation

 

2,432,132

 

 

 

2,620,127

 

Inventory impairment loss

 

3,469,895

 

 

 

 

Change in fair value of warrants liability

 

(940,500

)

 

 

(3,263,697

)

Change in fair value of convertible notes

 

140,575

 

 

 

(444,656

)

Change in fair value of derivative liability

 

 

 

 

3,626

 

Fair value of warrants issued for cryptocurrency strategy consulting services

 

8,194,000

 

 

 

 

Loss on warrants issuance

 

 

 

 

305,065

 

Provision for credit losses

 

990,105

 

 

 

 

Gains from the sale of equity investment interest

 

(244,214

)

 

 

 

Amortization of discount on debt and promissory notes

 

162,312

 

 

 

87,222

 

Noncash lease expense

 

721,870

 

 

 

357,118

 

Change in operating assets and liabilities

 

 

 

Accounts receivable

 

63,442

 

 

 

(148,299

)

Inventory

 

321,188

 

 

 

1,297,551

 

Prepaid expenses and other assets

 

(1,190,901

)

 

 

1,506,991

 

Accounts payable

 

1,524,612

 

 

 

196,413

 

Advance deposit from customer

 

918,631

 

 

 

 

Accrued expenses and other liabilities

 

(2,592,869

)

 

 

(1,422,380

)

Deferred revenue

 

622,083

 

 

 

259,026

 

Net cash used in operating activities

 

(16,627,127

)

 

 

(15,734,334

)

Investing activities

 

 

 

Cash used in acquisition

 

(340,200

)

 

 

 

Purchase of property and equipment

 

(57,099

)

 

 

(45,395

)

Proceeds from sale of equity investment interest

 

915,165

 

 

 

 

Net cash provided by (used in) investing activities

 

517,866

 

 

 

(45,395

)

Financing activities

 

 

 

Proceeds from debt and promissory notes obligations, net of issuance costs

 

9,422,198

 

 

 

6,470,500

 

Repayment of debt and promissory notes obligations

 

(3,323,948

)

 

 

(654,655

)

Payment of finance lease obligations

 

(8,267

)

 

 

(10,074

)

Proceeds from issuance of Class B units

 

300,000

 

 

 

 

Proceeds from exercise of warrants

 

4,296,407

 

 

 

155,060

 

Proceeds from convertible series A preferred, net of offering costs

 

4,958,840

 

 

 

 

Proceeds from common stock offering, including pre-funded warrants, net of offering costs

 

5,509,874

 

 

 

8,502,086

 

Proceeds from issuance of series 3 J-Kiss units

 

41,457

 

 

 

 

Net cash provided by financing activities

 

21,196,561

 

 

 

14,462,917

 

Effect of exchange rate on cash

 

8,453

 

 

 

(6,351

)

Net decrease in cash and restricted cash

 

5,095,753

 

 

 

(1,323,163

)

Cash and restricted cash at beginning of year

 

691,497

 

 

 

2,014,660

 

Cash and restricted cash at end of year

$

5,787,250

 

 

$

691,497

 

 

 

 

 

Supplemental Disclosure of cash information:

 

 

 

Cash paid for interest

$

1,654,799

 

 

$

563,345

 

Cash paid for income taxes

$

1,600

 

 

$

1,600

 

 

 

 

 

 

 

 

 

Supplemental Disclosure of Noncash Investing and Financing Activities:

 

 

 

Conversion of Notes and accrued interest to common shares

$

8,903,712

 

 

$

 

Payment of Promissory with Receivable

$

283,578

 

 

$

 

Issuance of preferred class A units for acquisition

$

166,698

 

 

$

 

Issuance of common shares in exchange for payment of promissory note

$

277,786

 

 

$

 

Issuance of Series 3 J-Kiss units in exchange for loan receivable

$

574,503

 

 

$

 

 

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