Nuvve Announces Reverse Stock Split at 1-for-18 Ratio
Nuvve Holding Corp. has announced plans to implement a 1-for-18 reverse stock split of its common stock as part of its strategy to maintain compliance with the continued listing requirements of the Nasdaq Capital Market. The company, recognized for its leadership in grid modernization, vehicle-to-grid (V2G) technology, and grid-interactive energy solutions, expects the reverse split to become effective at 12:01 a.m. Eastern Time on July 6, 2026, with trading on a split-adjusted basis beginning when the market opens later that day.
The corporate action is intended to increase the market price of Nuvve’s common stock by reducing the number of outstanding shares, helping the company satisfy Nasdaq’s minimum bid price requirement of $1.00 per share. Although the number of outstanding shares will decrease significantly, the reverse stock split will not change shareholders’ proportional ownership interests, except for minor adjustments resulting from the treatment of fractional shares.
Reverse Stock Split to Take Effect on July 6
Under the approved 1-for-18 reverse stock split, every 18 issued and outstanding shares of Nuvve common stock will automatically be converted into one share of common stock. The transaction will not alter the stock’s par value, which will remain $0.0001 per share.
Beginning on July 6, 2026, Nuvve’s common stock will continue to trade on the Nasdaq Capital Market under its existing ticker symbol, “NVVE.” However, following the reverse split, the shares will be assigned a new CUSIP number: 67079Y506, reflecting the updated share structure.
The company emphasized that while the reverse split changes the number of shares outstanding, it does not affect the fundamental ownership percentage of existing shareholders, except for adjustments related to fractional shares.
Outstanding Share Count to Decline Significantly
One of the most visible effects of the reverse stock split will be the reduction in Nuvve’s total outstanding common shares.
Before the transaction, the company has approximately 9.44 million shares of common stock issued and outstanding. Following the 1-for-18 consolidation, that number is expected to decrease to approximately 524,652 shares, subject to adjustments related to fractional shares.
Importantly, the reverse stock split does not reduce the company’s authorized share count. Only the number of issued and outstanding shares will change, leaving Nuvve with flexibility for future financing, equity compensation programs, and other corporate purposes.
Maintaining the authorized share count while reducing outstanding shares is a common feature of reverse stock splits, particularly for companies seeking to improve their market price without limiting future capital-raising opportunities.
Existing Equity Awards Will Be Adjusted
In addition to adjusting the common shares held by investors, Nuvve will make proportional modifications to its outstanding equity-based securities and compensation plans.
The company stated that the following instruments will be automatically adjusted:
- Outstanding stock options
- Restricted stock units (RSUs)
- Warrants
- Equity incentive plan awards
- Other agreements involving common stock issuance
The number of shares available under these awards will be reduced proportionally to reflect the reverse split, while the corresponding exercise prices or conversion prices will be increased proportionally. These adjustments are designed to preserve the economic value of outstanding equity instruments and prevent unintended gains or losses resulting solely from the reverse stock split.
No Fractional Shares Will Be Issued
To simplify the transition, Nuvve confirmed that fractional shares will not be issued following the reverse stock split.
Instead, any shareholder who would otherwise receive a fractional share will have that fractional interest rounded up to the nearest whole share.
For investors whose shares are held through brokerage accounts or other nominees in “street name,” the rounding process will occur at the participant level. Unlike some reverse stock splits where companies provide cash payments for fractional shares, Nuvve will not distribute cash in lieu of fractional shares.
This approach ensures that all shareholders continue to own whole shares after the reverse split while avoiding the administrative complexity associated with cash settlements.
Stockholder Approval Granted at Special Meeting
The reverse stock split follows authorization received from shareholders during the company’s special meeting held on June 23, 2026.
At that meeting, shareholders approved a proposal giving Nuvve’s Board of Directors the authority to amend the company’s certificate of incorporation and implement a reverse stock split at a ratio ranging from 1-for-2 to 1-for-18.
Following the shareholder vote, the Board of Directors met on the same day and determined that the maximum approved ratio of 1-for-18 was the most appropriate course of action.
The board’s decision reflects management’s efforts to address Nasdaq listing requirements while positioning the company for greater financial flexibility in the public markets.
Maintaining Nasdaq Compliance
The principal objective behind the reverse stock split is to restore compliance with Nasdaq’s listing standards.
Companies listed on the Nasdaq Capital Market are required to maintain a minimum closing bid price of $1.00 per share. Falling below this threshold for an extended period can place a company at risk of receiving deficiency notices and, ultimately, delisting if compliance is not regained within the applicable timeframe.
By reducing the number of shares outstanding, reverse stock splits typically increase the trading price of each remaining share proportionally, assuming the company’s overall market capitalization remains relatively unchanged immediately after the transaction.
Nuvve believes this corporate action will improve its ability to satisfy Nasdaq’s minimum bid price requirement and maintain its listing on the exchange.
No Action Required From Most Shareholders
The company noted that most shareholders will not need to take any action as a result of the reverse stock split.
Investors who hold shares electronically in book-entry form will have their holdings automatically updated to reflect the new number of shares.
Similarly, shareholders whose stock is held through:
- Banks
- Brokerage firms
- Financial institutions
- Other nominees
will also see their accounts adjusted automatically once the reverse split becomes effective.
Shareholders are encouraged to contact their broker, bank, or nominee if they have questions regarding how the reverse stock split will be reflected in their individual accounts.
Transfer Agent to Provide Additional Information
Nuvve also announced that its transfer agent, Continental Stock Transfer & Trust Company, will provide shareholders with information regarding their updated ownership records following completion of the reverse stock split.
The transfer agent will oversee the administrative implementation of the transaction, ensuring that shareholder records accurately reflect the revised share structure after the effective date.
Because the adjustments are being handled automatically for both registered and beneficial shareholders, the process is expected to be straightforward for most investors.
Supporting Long-Term Strategic Goals
While reverse stock splits do not directly alter a company’s financial performance or market capitalization, they are frequently used by publicly traded companies seeking to maintain exchange listings and strengthen investor confidence.
For Nuvve, the move comes as the company continues to focus on expanding its leadership in vehicle-to-grid technology, grid modernization, and intelligent energy management solutions that connect electric vehicles with utility infrastructure. Maintaining its Nasdaq listing provides continued access to public capital markets as the company advances commercialization of its energy technologies and supports broader adoption of grid-interactive electric vehicle solutions.
With the reverse stock split scheduled to take effect on July 6, 2026, Nuvve aims to improve its compliance with Nasdaq requirements while continuing to execute its long-term strategy in the rapidly evolving clean energy and electric mobility sectors.
Source Link:https://www.businesswire.com/
