UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 20-F

(Mark one)

OR

For the fiscal year ended December 31, 2025

OR

For the transition period from __________ to _________

OR

Date of event requiring this shell company report __________

Commission file number 001-39789

Fusion Fuel Green PLC

(Exact name of the Registrant as specified in its charter)

Not Applicable

(Translation of Registrant’s name into English)

Ireland

(Jurisdiction of incorporation or organization)

9 Pembroke Street Upper

Dublin, D02 KR83

Ireland

(Address of principal executive offices)

Frederico Figueira de Chaves, Chief Executive Officer, Interim

Chief Financial Officer, and Chief Strategy Officer

9 Pembroke Street Upper

Dublin D02 KR83

Ireland

Tel: +353 1 961 9350

(Name, Telephone, E-mail and/or Facsimile number and Address of Company Contact Person)

Securities registered or to be registered pursuant to Section 12(b) of the Act:

Securities registered or to be registered pursuant to Section 12(g) of the Act:

None

(Title of Class)

Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act:

None

(Title of Class)

Indicate the number of outstanding shares of each of the issuer’s classes of capital or common stock as of the close of the period covered by the annual report: 2,288,291 Class A Ordinary Shares with a nominal value of $0.0035 each as of December 31, 2025.

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.

If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934.

Note – Checking the box above will not relieve any registrant required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 from their obligations under those Sections.

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or an emerging growth company. See definition of “large accelerated filer,” “accelerated filer,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards† provided pursuant to Section 13(a) of the Exchange Act. ☐

† The term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April 5, 2012.

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☐

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☒

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☒

Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing:

If “Other” has been checked in response to the previous question, indicate by check mark which financial statement item the registrant has elected to follow.

If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

(APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PAST FIVE YEARS)

Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court.

FUSION FUEL GREEN PLC

Annual Report on Form 20-F

Year Ended December 31, 2025

TABLE OF CONTENTS

CERTAIN INFORMATION

As used in this Annual Report on Form 20-F (this “Annual Report”), unless otherwise indicated or the context otherwise requires, references to:

Unless otherwise stated, in this Annual Report, references to “dollars” and “$” are to the legal currency of the United States (“U.S.”), and all references to “euros” and “€” are to the legal currency of the European Union (“EU”). Our reporting currency and our functional currency is euros.

Unless otherwise stated, the translations from U.S. dollars to euros in this Annual Report were made at a rate of $1.1736 to €1.00, which was the historical rate set forth in the H.10 statistical release of the U.S. Federal Reserve Board as of December 31, 2025. On April 24, 2026, the noon buying rate for converting euro to dollars was $1.1718 per €1.00. No representation is made that the euro or U.S. dollar amounts referred to in this Annual Report could have been or could be converted into U.S. dollars or euros, as the case may be, at any particular rate or at all. Any discrepancies in any table between totals and sums of the amounts listed are due to rounding.

The audited consolidated financial statements and notes thereto as of and for fiscal years ended 2025, 2024 and 2023 included elsewhere in this Annual Report have been prepared in accordance with International Financial Reporting Standards (“IFRS”). Our fiscal year end is December 31.

Unless otherwise noted, the share and per share information in this report have been adjusted to give effect to the one-for-thirty-five (1-for-35) share consolidation of the Class A Ordinary Shares, which became legally effective at 5:00 PM Eastern Time on July 11, 2025.

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This Annual Report contains or may contain forward-looking statements as defined in Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), that involve significant risks and uncertainties. All statements other than statements of historical facts are forward-looking statements. These forward-looking statements include information about our possible or assumed future results of operations or our performance. These statements involve known and unknown risks, uncertainties and other factors, including those listed under Item 3.D. “Risk Factors,” Item 5.A. “Operating Results,” and elsewhere in this Annual Report that may cause our actual results, performance or achievements to be materially different from those expressed or implied by the forward-looking statements.

In some cases, these forward-looking statements can be identified by words and phrases such as “may,” “will,” “believes,” “expects,” “anticipates,” “estimates,” “projects,” “intends,” “should,” “seeks,” “future,” “continue,” “plan,” “target,” “predict,” “potential,” or the negative form of these words and phrases or other comparable expressions. The forward-looking statements included in this Annual Report relate to, among other things:

The forward-looking statements contained in this Annual Report speak only as of the date of this Annual Report or, if obtained from third-party studies or reports, the date of the corresponding study or report, and are expressly qualified in their entirety by the cautionary statements in this Annual Report. Since we operate in an emerging and evolving environment and new risk factors and uncertainties emerge from time to time, you should not rely upon forward-looking statements as predictions of future events. Except as otherwise required by the securities laws of the United States, we undertake no obligation to update or revise any forward-looking statements to reflect events or circumstances after the date of this Annual Report or to reflect the occurrence of unanticipated events.

PART I

ITEM 1. IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS

Not applicable.

ITEM 2. OFFER STATISTICS AND EXPECTED TIMETABLE

Not applicable.

ITEM 3. KEY INFORMATION

3.A. [Reserved]

3.B. Capitalization and Indebtedness

Not applicable.

3.C. Reasons for the Offer and Use of Proceeds

Not applicable.

3.D. Risk Factors

You should carefully consider the following risk factors and all of the information contained in this Annual Report, including but not limited to, the matters addressed in the section titled “Cautionary Note Regarding Forward-Looking Statements,” and our financial information before you decide whether to invest in our securities. One or more of a combination of these risks could materially impact our business, financial condition or results of operations. In any such case, the market price of our securities could decline, and you may lose all or part of your investment. Additional risks and uncertainties not currently known to us or that we currently do not consider to be material may also materially and adversely affect our business, financial condition or results of operations.

Summary Risk Factors

Risks Related to Our Business

Risks Related to Our Alternative Energy Services

Risks Related to Our Gas Distribution Business

Risks Related to the Ownership of Our Securities

Risks Related to Our Business

The Company’s recent restructuring efforts may fail to prevent the long-term continuation of its history of net losses.

The Company has historically incurred significant net losses and anticipates that these losses may continue for at least the next 12 to 18 months as it navigates a period of substantial transition. The Company’s financial results have been impacted by multiple factors. Historically, the Company’s business model centered around the development and sale of its “green hydrogen” technology solutions. However, during 2024, these services were discontinued due to lack of capital following the lack of consummation of the transactions contemplated by a certain Subscription Agreement, dated as of August 28, 2024, as amended on October 9, 2024, between the Company and the investor signatory thereto (see Item 8.A. “Financial Information – Consolidated Statements and Other Financial Information – Legal Proceedings – Claim Against Hydrogenial”). On November 11, 2024, Fusion Fuel Portugal, which operated substantially all of our former business activities, filed for insolvency in Portugal. As a result, the production and sale of our green hydrogen product line and related research and development activities ceased and will no longer be continued. On November 26, 2024, we closed on the acquisition of a majority stake in QIND, a company primarily operating as a gas distributor through its 51% ownership of Al Shola Gas. These structural changes introduced significant uncertainties, particularly regarding revenue generation and cost management.

The Company must successfully integrate new business units and establish its revised strategy focused on providing full-service energy engineering and advisory solutions, as well as industrial gas applications. Our alternative energies (including hydrogen and biomass) engineering and advisory business have generated an insignificant amount of revenue as of December 31, 2025, and are not expected to contribute meaningful revenues until 2026. While Al Shola Gas, the Company’s indirect subsidiary through its acquisition of QIND, has historically generated revenue, there is no assurance that it will continue to do so, or that the Company’s acquisition of QIND will not fail due to certain post-closing conditions and other acquisition risks.

There is also a risk that if the Company fails to achieve profitability within a reasonable timeframe, it may be required to undertake additional cost-cutting measures, restructure its operations further, or seek additional financing under unfavorable terms, including potentially dilutive equity offerings. The continued incurrence of losses and the lack of assurance regarding future profitability may have a material adverse effect on the Company’s stock price, investor confidence, and ability to attract and retain business partners, further affecting its long-term viability.

Given these factors, the Company’s ability to become profitable remains uncertain, and there can be no assurance that it will be able to generate sufficient revenues, secure additional funding, or reduce its operational expenses to a level that would allow it to achieve and sustain profitability in the foreseeable future.

The Company’s shift in business strategy may not yield the intended results.

The Company’s previous business model was rooted in proprietary technology development, while its current focus on engineering and advisory services and industrial gas applications places it in highly competitive industries. The market for energy engineering, advisory solutions and distribution is mature, with numerous well-established competitors that have significant operational experience, customer relationships, and brand recognition. Unlike its prior focus on innovation and proprietary hydrogen solutions, the Company must now compete based on service quality, cost-effectiveness, and operational efficiency. There is no guarantee that the Company will be able to establish or,, in the case of Al Shola Gas’s gas distribution business, maintain, a competitive market position or differentiate itself effectively.

Additionally, the Company’s ongoing businesses do not yet generate enough free cashflow to cover the administrative, legal and listing costs of the Fusion Fuel. As a result, the Company may continue to incur operating losses, and its cash flow from operations may remain negative for an extended period.

The Company’s ability to achieve profitability is further complicated by its reliance on securing new contracts, successfully penetrating new markets, and maintaining compliance with regulatory requirements in multiple jurisdictions. Moreover, the Company’s access to financing remains a critical factor in sustaining operations. The Company’s ability to access necessary capital depends on market conditions, investor confidence, and meeting contractual conditions. Any delays or restrictions in accessing these funds could further exacerbate financial challenges and extend the period during which the Company remains unprofitable.

The Company’s contemplated transaction to acquire most or all of the equity interests of Royal Uranium for up to 3,750,025 Class A Ordinary Shares, remains subject to closing, and following closing, may not result in a significant increase in revenue while diluting the Company’s shareholders.

The Company has entered into a Share Exchange Agreement, dated as of February 18, 2026 (the “Share Exchange Agreement”), with certain shareholders of Royal Uranium (the “RU Shareholders”), pursuant to which the RU Shareholders will sell up to 100% of the issued and outstanding shares of Royal Uranium to the Company in exchange for up to 3,750,025 Class A Ordinary Shares or pre-funded warrants (the “Securities Exchange”). The Securities Exchange remains subject to the satisfaction of certain closing conditions, including, among others, that RU Shareholders holding not less than 75% of the issued shares in Royal Uranium have signed the Share Exchange Agreement or a joinder thereto, that the Company has obtained the requisite shareholder approval as required by the Irish Takeover Rules, the accuracy of the parties’ representations and warranties in all material respects, and the absence of any material adverse effect on either Royal Uranium or the Company. Accordingly, there can be no assurance that the Securities Exchange will be completed on the terms contemplated, or at all. The Share Exchange Agreement may also be terminated prior to closing in certain circumstances, including by either party if closing conditions have not been satisfied or waived within 12 months of the date of the Share Exchange Agreement. If the Securities Exchange is completed, the issuance of up to 3,750,025 Class A Ordinary Shares (or pre-funded warrants exercisable therefor) to the RU Shareholders will dilute the ownership interests of the Company’s existing shareholders. In addition, the Company issued 95,000 Class A Ordinary Shares and pre-funded warrants to purchase up to 190,000 Class A Ordinary Shares to certain parties in connection with the execution of the Share Exchange Agreement, further diluting the ownership interests of existing shareholders. The RU Shareholders are subject to certain lock-up restrictions on the transfer of the Class A Ordinary Shares they receive; however, upon the expiration of such restrictions, sales of a substantial number of Class A Ordinary Shares in the public market, or the perception that such sales could occur, could adversely affect the market price of the Class A Ordinary Shares.

Furthermore, if the Securities Exchange is completed, a significant portion of the acquired royalty portfolio may not generate meaningful revenue for an extended period. Of the 19 royalties included in the portfolio, only three, which relate to natural gas assets, are currently producing revenue. The ongoing nature of such revenue is dependent on the continued operations by the companies operating the underlying sites, and the amounts received will fluctuate based on prevailing natural gas prices. The remaining royalties relate to sites that are not yet in production and are not expected to contribute to the Company’s consolidated revenue for several years. There is a risk that such sites may hold fewer reserves than currently anticipated once they become operational, or that the relevant site developers may not bring the sites into production at all. As a result, the Company may not be able to rely on revenue from the royalty portfolio to help achieve net earnings, and revenue from the producing royalties may decline or cease entirely due to factors beyond the Company’s control. The Share Exchange Agreement values Royal Uranium at $15,000,000, and if the acquired assets do not perform as anticipated, the Company may not realize value commensurate with the consideration paid. If the royalties do not generate revenue at the levels or within the timeframes anticipated by management, or if the Securities Exchange is completed but the anticipated long-term value of the acquired assets does not materialize, the Company’s business, financial condition, and results of operations could be materially and adversely affected.

The Company may face challenges in integrating QIND and realizing expected synergies.

The acquisition of a majority stake in QIND marks a major shift in the Company’s business strategy, transitioning from proprietary hydrogen technology to a combination of alternative energy engineering and advisory solutions and industrial gas distribution. This integration presents significant challenges, including aligning business strategies, consolidating financial reporting, and managing leadership changes. Any failure to integrate operations efficiently, achieve expected cost synergies, or navigate regulatory complexities could lead to financial strain, reduced investor confidence, and operational inefficiencies.

Successfully executing this transition depends on effective workforce integration, streamlined operations, and the ability to leverage synergies between the Company’s planned and existing businesses. Unforeseen integration costs, regulatory compliance risks, and difficulties in generating revenue could further delay profitability. If the anticipated strategic benefits fail to materialize, the acquisition could weaken the Company’s financial position rather than strengthen it, resulting in prolonged losses, additional financing needs, and increased market volatility.

In addition, the acquisition of the Company’s stake in QIND is subject to certain post-closing conditions, including obtaining the Series A Conversion Shareholder Approval for the conversion of the Series A Preferred Shares into Class A Ordinary Shares, securing Nasdaq listing clearance, and consummating the planned merger of QIND into a newly formed wholly owned subsidiary of the Company. As consideration for the Company’s stake in QIND, the Company issued certain QIND shareholders 109,114 Class A Ordinary Shares, constituting 19.99% of the issued and outstanding Company’s Class A Ordinary Shares on the date of the QIND Purchase Agreement, and an aggregate of 4,171,327 Series A Preferred Shares, with provisions for the Series A Preferred Shares Conversion. If the Company fails to meet certain conditions within the specified timeframes, including obtaining the Series A Conversion Shareholder Approval, it may be required to unwind the transaction, repurchase the Company’s shares from the former QIND shareholders, and return the acquired shares. Such an outcome would result in substantial financial and operational disruption, including potential liquidity constraints, increased debt obligations, legal disputes, damage to the Company’s reputation, and delisting of the Class A Ordinary Shares.

The Company’s conversions of Series B Convertible Preferred Stock of QIND may be subject to unwinding or other claims.

On October 28, 2025, the Company converted 1,900 shares of Series B Convertible Preferred Stock, par value $0.001 per share, of QIND (“Series B Preferred Stock”) into 1,900,000 shares of common stock of QIND. On December 2, 2025, the Company converted 9,600 shares of Series B Preferred Stock into 9,600,000 shares of common stock of QIND. On February 23, 2026, the Company converted 8,500 shares of Series B Preferred Stock into 8,500,000 shares of common stock of QIND. Absent such conversions, the Company believes that it would have suffered a significant loss with respect to its strategic investment in a majority of the shares of common stock of QIND, due to the increase in the number of outstanding shares of common stock of QIND subsequent to the QIND Closing that are not held by the Company. The Certificate of Designation of Series B Convertible Preferred Stock of QIND (the “Series B Certificate”) provides that in no event may a Series B Preferred Stock stockholder convert Series B Preferred Stock if the conversion would “result in” the holder beneficially owning more than 9.99% of the outstanding shares of common stock of QIND. Although the Company believes that this provision did not prohibit it from converting the Series B Preferred Stock because the conversions did not change the fact that it beneficially owned more than 9.99% of the outstanding shares of common stock of QIND both before and after such conversions, there is no assurance that such conversions could not be found to be in violation of the terms of the Series B Certificate.

In addition, under the QIND Purchase Agreement, if the Company fails to meet certain conditions within the specified timeframes, including obtaining the Series A Conversion Shareholder Approval, it may be required to unwind the transaction, repurchase the Company’s shares from the former QIND shareholders, and return the acquired shares of QIND, including the Series B Preferred Stock. Further, the Company agreed that it would not, without the prior written consent of the QIND Sellers, prior to the date of the Series A Preferred Shares Conversion, the unwinding of the transaction or the termination of the QIND Purchase Agreement, directly or indirectly sell, transfer, convey, mortgage, pledge, assign or in any way further encumber or alienate the common stock of QIND and the Series B Preferred Stock. The Company believes that because the provision does not expressly prohibit the conversion of the Series B Preferred Stock, it is not in breach of this provision. However, there is no assurance that such conversions could be found to be in breach of the terms of the QIND Purchase Agreement.

Any adverse determination by a relevant authority may require the Company to compensate the QIND Sellers or return the common stock received upon such conversions, either of which may result in material adverse effect on the Company. If the Company were required to pay damages, such damages may result in significant losses. If the Company were required to return the common stock received upon such conversions, it may lose its majority ownership of QIND, which may result in the Company being forced to disallow the consolidation of QIND’s operations with its own and the loss of the majority of its operations. Such an outcome would result in substantial financial and operational disruption, including potential liquidity constraints, increased debt obligations, legal disputes, damage to the Company’s reputation, and delisting of the Class A Ordinary Shares.

The Company and QIND will incur substantial costs related to the merger and integration of their businesses.

The Company and QIND have incurred and expect to incur a number of non-recurring costs in furtherance of the legal requirements to consummate the merger and integration of their businesses, including legal, financial advisory, accounting, consulting, and other advisory fees; regulatory filing fees; financial printing and other transaction-related costs. Additionally, there may be ongoing expenses related to facilities and systems consolidation, employment-related obligations, and efforts to maintain employee morale and retain key personnel. These costs may stem from the complex integration of numerous processes, policies, operations, technologies, and systems across areas such as purchasing, accounting, finance, payroll, compliance, treasury and vendor management, risk management, business operations, pricing, and employee benefits.

While the Company and QIND estimate a certain level of integration costs, many factors beyond their control could increase the total amount and timing of these expenses. Additionally, many of these costs are inherently difficult to estimate with precision. As a result, assuming that the merger of the Company and QIND becomes effective, the combined company may need to take charges against earnings following their merger, and the amount and timing of such charges are uncertain. There can be no assurance that the transaction and integration costs will not outweigh any benefits of the merger and integration, assuming that they occur.

Our pursuit of strategic transactions and need for capital resources, including potential equity issuances, may dilute shareholders and adversely affect our business.

We may pursue strategic transactions, including acquisitions, joint ventures, or new business initiatives, to expand our solutions portfolio, geographic footprint, or access to new markets. These transactions involve numerous risks, including the need to secure financing on acceptable terms, the potential issuance of equity or equity-linked securities that could result in dilution to existing shareholders, and challenges in completing due diligence and negotiating definitive agreements. Even if completed, acquisitions and investments may fail to achieve intended synergies, face integration difficulties, or divert management attention and resources from our core operations. We may also incur significant transaction and restructuring costs, assume unforeseen liabilities, or experience adverse accounting impacts.

In connection with potential transactions or growth initiatives, we may seek to increase our authorized share capital or otherwise access capital markets to fund investment and working capital needs. Market volatility, interest rates, inflation, and investor sentiment toward the energy transition and decarbonization sectors could constrain our access to capital or increase our cost of capital. In addition, exploring new lines of business or asset strategies could trigger heightened regulatory, licensing, compliance, and governance requirements, as well as reputational and operational risks if those strategies are not successfully implemented. If we are unable to secure necessary approvals, financing, and resources, or if we experience delays or setbacks in executing our strategic plans, our growth prospects, liquidity, and shareholder value could be adversely affected.

Our current level of indebtedness could adversely affect our financial condition or liquidity, and we could have difficulty fulfilling our obligations under our indebtedness, which may have a material adverse effect on us.

As of December 31, 2025, we had outstanding indebtedness (excluding lease liabilities) totaling approximately €13.1 million, compared to total cash of approximately €0.575 million and 2025 comprehensive loss of approximately €1.95 million. Our current level of indebtedness increases the risk that we may be unable to generate cash sufficient to pay amounts due in respect of our indebtedness and other financial commitments. The level of our indebtedness and other financial commitments could have other important consequences for our business, including:

The occurrence of any one or more of these circumstances could have a material adverse effect on us.

Our ability to make scheduled payments on and to refinance our indebtedness depends on and is subject to our financial and operating performance, which in turn is affected by general and regional economic, financial, competitive, business, and other factors (many of which are beyond our control), including the availability of financing in the international banking and capital markets. We cannot be certain that our business will generate sufficient cash flows from operations or that future borrowings will be available to us in an amount sufficient to enable us to service our debt, to refinance our debt, or to fund our other liquidity needs.

If we are unable to meet our debt service obligations or to fund our other liquidity needs, we will need to restructure or refinance all or a portion of our debt. Failure to successfully restructure or refinance our debt could cause us to default on our debt obligations and would impair our liquidity. Our ability to restructure or refinance our debt will depend on the condition of the capital markets, which is outside of our control, and our financial condition at such time. Any refinancing of our indebtedness could be at higher interest rates and may require us to comply with more onerous covenants that could further restrict our business operations.

Moreover, in the event of a default of our debt service obligations, if not cured or waived, our creditors could elect to declare all the funds borrowed to be due and payable, together with accrued and unpaid interest and late charges. Our assets or cash flows may not be sufficient to fully repay borrowings under our outstanding debt instruments if accelerated upon an event of default. Any such default, event of default if not cured or waived, or declaration of acceleration could force us into bankruptcy, reorganization, insolvency, or liquidation.

Any credit or similar agreements into which we may enter in the future may restrict our operations, particularly our ability to respond to changes or to take certain actions regarding our business.