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Get filing alertsNuvve preferred stockholders waive rights in potential merger or acquisition scenarios
Filed April 6, 2026 · Period ending March 31, 2026 · ~1 min read
Key Changes
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Certain Series A preferred stockholders agreed to waive their rights to receive alternate consideration if Nuvve undergoes a fundamental transaction such as a merger or acquisition, potentially signaling preparations for a corporate event.
Item 8.01 view on EDGAR → -
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The waiver modifies original preferred stock protections, reducing safeguards these holders would receive in change-of-control scenarios compared to the original certificate of designation terms.
Exhibit 10.1 verify on EDGAR →
Summary
On March 31, 2026, certain holders of Nuvve's Series A Convertible Preferred Stock agreed to waive their rights to alternate consideration in fundamental transactions like mergers or acquisitions. This waiver modifies the original terms that would have provided these preferred holders with special protections or compensation if the company underwent a change of control. For retail investors, this development is worth monitoring because waivers of this nature often precede corporate transactions.
The fact that preferred stockholders are willing to give up contractual protections could indicate ongoing discussions about a potential sale, merger, or other strategic transaction. Common stockholders should watch for any announcements about strategic alternatives or M&A activity in coming weeks, as this waiver may be clearing the path for such a deal.
Section-by-Section Diff
Event · Item 3.03 — Material Modification to Rights of Security Holders
Item 3.03 — Material Modification to Rights of Security Holders filed; see Key Changes for terms.
Added in current filing · verify on EDGAR →
On March 31, 2026, certain of the holders of Nuvve Holding Corp.’s Series A Convertible Preferred Stock (the “Series A Convertible Preferred Stock”) provided a waiver (the “Waiver”) to the Certificate of Designation of Preferences, Rights and Limitations of Series A Convertible Preferred Stock (the “Certificate of Designation”). Pursuant to the Waiver, such holders of Series A Convertible Preferred Stock agreed to waive rights to receive Alternate Consideration (as defined in the Certificate of Designation) in the event of a Fundamental Transaction (as defined in the Certificate of Designation) set forth in Section 7 of the Certificate of Designation.
Certain holders of Series A Convertible Preferred Stock agreed to waive their rights to receive alternate consideration if a fundamental transaction occurs. This waiver modifies the original terms of the preferred stock, potentially reducing protections for these holders in merger, acquisition, or similar corporate events. The waiver was executed on March 31, 2026.
Event · Item 9.01 — Financial Statements and Exhibits
Nuvve filed an 8-K attaching a Form of Waiver, suggesting a potential covenant or agreement modification.
Added in current filing · view on EDGAR →
Exhibit No.Description
10.1 Form of Waiver.
Nuvve disclosed the filing of a Form of Waiver as Exhibit 10.1.Waivers typically relate to covenant violations, payment terms, or other contractual obligations being temporarily or permanently excused by a counterparty.
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Figures/quotes linked to EDGAR · Narrative written by AI · Jun 3, 2026 · How we verify