6-K - HTOO - Equibles

UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549

FORM6-K

REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TORULE 13a-16 OR 15d-16UNDER THE SECURITIES EXCHANGE ACT OF 1934

For the month of: June, 2025.

Commission File Number: 001-39789

Fusion Fuel Green PLC

(Translation of registrant’s name into English)

9 Pembroke Street Upper

Dublin D02 KR83

Ireland

(Address of principal executive office)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.

Form 20-F ☒ Form 40-F ☐

On June 3, 2025, Fusion Fuel Green PLC, an Irish public limited company (the “Company”), distributed its Notice of Annual General Meeting to shareholders for an annual general meeting of shareholders to be held on June 25, 2025. A copy of the Notice of Annual General Meeting is furnished as Exhibit 99.1 to this Report on Form 6-K.

On June 4, 2025, the Company issued a press release announcing the distribution of the Notice of Annual General Meeting. A copy of the press release is furnished as Exhibit 99.2 to this Report on Form 6-K.

Forward-Looking Statements

The press release attached as Exhibit 99.2 hereto and the statements contained therein include “forward-looking statements” within the meaning of Section 27A of the U.S. Securities Act of 1933, as amended, and Section 21E of the U.S. Securities Exchange Act of 1934, as amended, which statements involve substantial risks and uncertainties. Forward-looking statements generally relate to future events or the Company’s future financial or operating performance. In some cases, you can identify these statements because they contain words such as “may,” “will,” “believes,” “expects,” “anticipates,” “estimates,” “projects,” “intends,” “should,” “seeks,” “future,” “continue,” “plan,” “target,” “predict,” “potential,” or the negative of such terms, or other comparable terminology that concern the Company’s expectations, strategy, plans, or intentions. Forward-looking statements relating to expectations about future results or events are based upon information available to the Company as of today’s date and are not guarantees of the future performance of the Company, and actual results may vary materially from the results and expectations discussed. The Company’s expectations and beliefs regarding these matters may not materialize, and actual results in future periods are subject to risks and uncertainties that could cause actual results to differ materially from those projected, including, without limitation, the risks and uncertainties described under Item 3. “Key Information – D. Risk Factors” and elsewhere in the Company’s Annual Report on Form 20-F filed with the U.S. Securities and Exchange Commission (the “SEC”) on May 9, 2025 (the “Annual Report”), and other filings with the SEC. Should any of these risks or uncertainties materialize, or should the underlying assumptions about the Company’s business and the commercial markets in which the Company operates prove incorrect, actual results may vary materially from those described as anticipated, estimated or expected in the Annual Report. All subsequent written and oral forward-looking statements concerning the Company or other matters and attributable to the Company or any person acting on its behalf are expressly qualified in their entirety by the cautionary statements above. The Company does not undertake any obligation to publicly update any of these forward-looking statements to reflect events or circumstances that may arise after the date hereof, except as required by law.

Exhibit No.	Description
99.1	Notice of Annual General Meeting dated June 3, 2025
99.2	Press Release dated June 4, 2025

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	Fusion Fuel Green PLC
	(Registrant)
Date: June 4, 2025	/s/ John-Paul Backwell
	John-Paul Backwell
	Chief Executive Officer

Exhibit 99.1

NOTICE OF ANNUAL GENERAL MEETING

FUSION FUEL GREEN PUBLIC LIMITED COMPANY

(Company Number 669283)

Noticeis hereby given that the Annual General Meeting (“AGM”) of Fusion Fuel Green PLC (the “Company”) for the 2024 fiscal year will be held at 2:00 pm (Dublin time) on Wednesday, 25 June 2025 at Arthur Cox LLP, Ten Earlsfort Terrace, Dublin 2, Ireland, DO2 T380 for the following purposes:

As ORDINARY RESOLUTIONS:

1.	To consolidate the Company’s Class A Ordinary Shares (with a nominal value of US$0.0001 per share)<br>in the authorized but unissued and in the authorized and issued share capital of the Company, at a ratio to be determined by the board<br>of directors of the Company (the “Board” or the “Directors”), provided that such consolidation shall<br>be effected at a ratio of not fewer than every 4 Class A Ordinary Shares and not more than every 40 Class A Ordinary Shares being consolidated<br>into 1 Class A Ordinary Share, with the final ratio and timing of implementation of the consolidation to be determined by the Board (the<br>“Share Consolidation”).
2.	Subject to and immediately following the implementation of the Share Consolidation, to increase the Company’s<br>authorized share capital by such amount as is necessary to ensure that, following the Share Consolidation, the Company shall have 100,000,000<br>authorized Class A Ordinary Shares, each with a nominal value that will reflect the final ratio applied by the Board in implementing the<br>Share Consolidation (the “Authorised Share Capital Increase”).
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3.	That the directors be and are hereby generally and unconditionally authorised to exercise all powers of<br>the Company to allot and issue relevant securities (within the meaning of Section 1021 of the Companies Act 2014) up to an aggregate nominal<br>amount of the authorised but unissued ordinary share capital of the Company as exists immediately following implementation of the Authorised<br>Share Capital Increase, and the authority conferred by this resolution shall expire on 25 June 2030, unless previously renewed, varied<br>or revoked; provided that the Company may make an offer or agreement before the expiry of this authority, which would or might require<br>any such securities to be allotted after this authority has expired, and in that case, the directors may allot and issue relevant securities<br>in pursuance of any such offer or agreement as if the authority conferred hereby had not expired.
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4.	To re-elect Frederico Figueira de Chaves as a Class I Director for a three-year term, who retires by rotation<br>in accordance with Regulation 161 of the constitution of the Company and, being eligible, offers himself for re-election.
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5.	To re-elect John-Paul Backwell as a Class I Director for a three-year term, who retires by rotation in<br>accordance with Regulation 161 of the constitution of the Company and, being eligible, offers himself for re-election.
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As a SPECIAL RESOLUTION:

That, subject to the passing of Resolution 3 above, the directors be and are hereby empowered pursuant to section 1023(3) of the Irish Companies Act 2014 to allot and issue equity securities (as defined in Section 1023 of that Act) for cash pursuant to the authority conferred by the directors’ allotment authority proposal (Resolution 3) up to an aggregate nominal amount equal to the authorised but unissued ordinary share capital of the Company as exists immediately following the implementation of the Authorised Share Capital Increase as if section 1022 of the Act did not apply to any such allotment, provided that this authority shall expire on 25 June 2030 and provided that the Company may before the expiry of such authority make an offer or agreement which would or might require equity securities to be allotted or issued after such expiry and the Company’s directors may allot or issue equity securities in pursuance of such an offer or agreement as if the power conferred by this resolution had not expired.

In addition to the above proposals, the annual meeting will also receive and consider the Company’s Irish statutory financial statements for the fiscal year ended 31 December 2023 and the reports of the directors and auditors thereon. There is no requirement under Irish law that the Irish statutory financial statements be approved by the shareholders, and no such approval will be sought at the annual meeting.

Your Board believes that the proposals to beput forward at the AGM are in the best interests of the Company and its shareholders. Accordingly, your Directors unanimously recommendyou vote in favour of the proposals. Registered shareholders of the Company at the close of business on the record date (i.e. 30 May 2025)(the “Record Date”) are eligible to vote at the meeting.

Your vote is important. To make sure your shares are represented, please cast your vote as soon as possible in one of the following ways:

-	Online: At www.cstproxyvote.com;
-	Mail: If you received a proxy card in the mail, mark, sign and date your proxy card and return<br>it in the postage-paid envelope; or
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-	In person: You may attend the AGM in person at the above address.
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The latest time for receipt of online proxies is 11.59pm (Eastern time) on 24 June 2025. Mail-in proxies must be received by the start of the AGM.

By order of the board of directors of the Company

/s*/ John-Paul Backwell*

John-Paul Backwell

Chief Executive Officer and Director

The Victorians,

15-18 Earlsfort Terrace,

Saint Kevin’s, Dublin,

Ireland

D02 YX28

3 June 2025

Exhibit 99.2

Fusion Fuel Green PLC Announces ForthcomingAnnual General Meeting

DUBLIN, Ireland – June 4, 2025 – Fusion Fuel Green PLC (Nasdaq: HTOO) (“Fusion Fuel” or the “Company”) today announced that it will hold its Annual General Meeting (“AGM”) on June 25, 2025, at 2:00 PM (Dublin time) at the offices of Arthur Cox LLP, Ten Earlsfort Terrace, Dublin 2, D02 T380, Ireland.

Shareholders are encouraged to review the Notice of AGM, which has been furnished to the U.S. Securities and Exchange Commission (“SEC”) with a Report on Form 6-K and mailed to all shareholders of record as of May 30, 2025. The Notice outlines six proposals submitted by the Board of Directors for shareholder approval.

Among the items on the agenda is a proposal to authorize a reverse share split of the Company’s Class A Ordinary Shares at a ratio within a range of 4-to-1 and 40-to-1 to be determined by the Board. This measure is intended to regain compliance with The Nasdaq Stock Market LLC (“Nasdaq”) minimum bid price requirement of $1.00 per share.

John-Paul Backwell, CEO of Fusion Fuel, commented: “Holding the AGM and obtaining shareholder approval of the proposed reverse share split will reaffirm to the market that Fusion Fuel is steadily progressing towards its goals of fully regaining compliance with Nasdaq listing requirements. With continued strong growth alongside promising strategic acquisition opportunities, we believe the Company is well on its way towards long-term sustainability and shareholder value.”

Fusion Fuel remains committed to its strategy of sustainable growth and operational resilience and looks forward to engaging with shareholders at the upcoming AGM.

About Fusion Fuel Green PLC

Fusion Fuel Green PLC (NASDAQ: HTOO) is a growing energy company providing engineering, advisory, and fuel distribution solutions through its brands Al Shola Gas and BrightHy. The Company services clients across commercial, residential, and industrial sectors and is actively expanding into new verticals and geographies to support energy transition and infrastructure resilience.

Forward-Looking Statements

This press release includes “forward-looking statements” within the meaning of Section 27A of the U.S. Securities Act of 1933, as amended, and Section 21E of the U.S. Securities Exchange Act of 1934, as amended, which statements involve substantial risks and uncertainties. Forward-looking statements generally relate to future events or the Company’s future financial or operating performance. In some cases, you can identify these statements because they contain words such as “may,” “will,” “believes,” “expects,” “anticipates,” “estimates,” “projects,” “intends,” “should,” “seeks,” “future,” “continue,” “plan,” “target,” “predict,” “potential,” or the negative of such terms, or other comparable terminology that concern the Company’s expectations, strategy, plans, or intentions. Forward-looking statements relating to expectations about future results or events are based upon information available to the Company as of today’s date and are not guarantees of the future performance of the Company, and actual results may vary materially from the results and expectations discussed. The Company’s expectations and beliefs regarding these matters may not materialize, and actual results in future periods are subject to risks and uncertainties that could cause actual results to differ materially from those projected, including, without limitation, the risks and uncertainties described under Item 3. “Key Information – D. Risk Factors” and elsewhere in the Company’s Annual Report on Form 20-F filed with the SEC on May 9, 2025 (the “Annual Report”), and other filings with the SEC. Should any of these risks or uncertainties materialize, or should the underlying assumptions about the Company’s business and the commercial markets in which the Company operates prove incorrect, actual results may vary materially from those described as anticipated, estimated or expected in the Annual Report. All subsequent written and oral forward-looking statements concerning the Company or other matters and attributable to the Company or any person acting on its behalf are expressly qualified in their entirety by the cautionary statements above. The Company does not undertake any obligation to publicly update any of these forward-looking statements to reflect events or circumstances that may arise after the date hereof, except as required by law.

Investor Relations Contact

ir@fusion-fuel.eu