6-K
Fusion Fuel Green PLC (HTOO)
UNITEDSTATES
SECURITIESAND EXCHANGE COMMISSION
Washington,D.C. 20549
FORM6-K
REPORTOF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16
UNDERTHE SECURITIES EXCHANGE ACT OF 1934
For the month of: November, 2025.
Commission File Number: 001-39789
FusionFuel Green PLC
(Translation of registrant’s name into English)
9Pembroke Street Upper
DublinD02 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 ☐
Submissionof Matters to a Vote of Security Holders
As previously reported in its Report on Form 6-K furnished with the U.S. Securities and Exchange Commission (the “SEC”) on October 15, 2025, the extraordinary general meeting of shareholders (the “Extraordinary General Meeting”) of Fusion Fuel Green PLC, an Irish public limited company (the “Company”), was originally scheduled for 2:00 pm (Dublin time) on November 6, 2025 at the offices of the Company’s counsel, Arthur Cox LLP, Ten Earlsfort Terrace, Dublin 2, D02 T380, Ireland. At such time and place, the Extraordinary General Meeting was duly called to order, and at 2:15 p.m. (Dublin time) was adjourned until 2:30 p.m. (Dublin time) at the same place to allow additional time for the Company to obtain a quorum necessary for action to be taken at the Extraordinary General Meeting. At 2:30 p.m. (Dublin time) on November 6, 2025, the Extraordinary General Meeting commenced. Under the Company’s constitution and Irish law, a quorum was deemed to be present at 3:00 pm (Dublin time). The items of business considered by the Company’s shareholders at the Extraordinary General Meeting and a final tabulation of votes cast for and against each proposal, as well as the number of abstentions with respect to each proposal, are set forth below:
1. That the authorised share capital of the Company be increased by the creation of such further number of Class A Ordinary Shares with a nominal value of $0.0035 per share (“Class A Ordinary Shares”) as the board of directors shall determine, subject to the increase being not less than 100,000 Class A Ordinary Shares and not more than 1,000,000,000 Class A Ordinary Shares, with such increase to be implemented at such time as the board of directors of the Company may in its absolute discretion determine.
| FOR | AGAINST | ABSTAIN |
|---|---|---|
| 147,978 | 0 | 0 |
2. That subject to Proposal 1 and with effect from immediately following the authorised share capital increase, the directors are authorized until November 6, 2030 to allot and issue relevant securities up to the amount of the Company’s authorised but unissued share capital.
| FOR | AGAINST | ABSTAIN |
|---|---|---|
| 147,978 | 0 | 0 |
3. That Pierce Crosby be and hereby is elected as a Class II Director.
| FOR | AGAINST | ABSTAIN |
|---|---|---|
| 147,978 | 0 | 0 |
4. That Steven Gold be and hereby is elected as a Class II Director.
| FOR | AGAINST | ABSTAIN |
|---|---|---|
| 147,978 | 0 | 0 |
5. That, subject to the passing of Proposal 2 above, the directors be and are hereby empowered until November 6, 2030 to allot and issue equity securities for cash up to an amount equal to the authorized but unissued ordinary share capital of the Company.
| FOR | AGAINST | ABSTAIN |
|---|---|---|
| 147,978 | 0 | 0 |
6. That, subject to the passing of Proposal 1 above and the subsequent implementation of the authorized share capital increase, the articles of association of the Company be updated to reflect the authorised share capital increase.
| FOR | AGAINST | ABSTAIN |
|---|---|---|
| 147,978 | 0 | 0 |
On November 6, 2025, the Company issued a press release announcing the results of the Extraordinary General Meeting. A copy of the press release is furnished as Exhibit 99.1 to this Report on Form 6-K.
Resignationof Directors
In connection with the election of Pierce Crosby and Steven Gold to the board of directors, on November 6, 2025, each of Jeffrey E. Schwarz and Rune Magnus Lundetrae resigned from the board of directors of the Company.
Forward-LookingStatements
The press release attached as Exhibit 99.1 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.
This Report on Form 6-K (other than Exhibit 99.1 hereto) is incorporated by reference into the Company’s registration statements on Form F-3 (File Nos. 333-289429, 333-286198, 333-286202, 333-251990, 333-264714, and 333-276880) and Form S-8 (File No. 333-258543) and the prospectuses thereof and any prospectus supplements or amendments thereto.
| Exhibit No. | Description |
|---|---|
| 99.1 | Press Release dated November 6, 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:<br> November 6, 2025 | /s/ John-Paul Backwell |
| John-Paul<br> Backwell | |
| Chief<br> Executive Officer |
Exhibit99.1

FusionFuel Announces EGM Results: All Shareholder Proposals Approved
DUBLIN, Ireland – November 6,2025 – Fusion Fuel Green PLC (Nasdaq: HTOO) (“Fusion Fuel” or the “Company”), a leading provider of energy engineering, advisory, and utility solutions, today announced that all shareholder proposals were approved at the general meeting of shareholders held on November 6, 2025 (the “EGM”).
The meeting took place at the offices of Arthur Cox LLP, Ten Earlsfort Terrace, Dublin 2, Ireland. Shareholders approved all items of business, including the proposed increase to the Company’s authorised share capital, related amendments to the Company’s articles of association, and the authorizations to allot and issue shares and equity securities for cash. In addition, shareholders elected Pierce Crosby and Steven Gold as Class II Directors to the Board of Directors.
In connection with the election of Mr. Crosby and Mr. Gold, each of Jeffrey E. Schwarz and Rune Magnus Lundetrae resigned from the Board of Directors.
John-Paul Backwell, CEO of Fusion Fuel, commented:
“We welcome both Pierce and Steven to the Board of Directors and look forward to continuing to execute on our strategy to be an owner and manager of multiple independent, fast-growing, profitable companies in the energy and utilities sectors. In addition, we thank Jeffrey and Rune for their service and contributions as members of the Board of Directors over the past five years.
Today´s vote allows the Company to continue the potential transaction discussions around large-scale strategic transactions currently under discussion, including opportunities related to both digital and commodity asset treasury initiatives. We reiterate that this does not mean the Company will issue all authorized shares, but that it now has the flexibility for these negotiations.”
AboutFusion Fuel Green PLC
Fusion Fuel Green PLC (NASDAQ: HTOO) is an emerging leader in the energy services sector, offering a comprehensive suite of energy supply, distribution, and engineering and advisory solutions through its Al Shola Al Modea Gas Distribution LLC (“Al Shola Gas”), Bright Hydrogen Solutions Ltd (“BrightHy”) and Biosteam Energy (Proprietary) Limited (“BioSteam Energy”). Al Shola Gas provides full-service industrial gas solutions, including the design, supply, and maintenance of liquefied petroleum gas (LPG) systems, as well as the transport and distribution of LPG to a broad range of customers across commercial, industrial, and residential sectors. BrightHy, the Company’s hydrogen solutions platform, delivers innovative engineering and advisory services enabling decarbonization across hard-to-abate industries. BioSteam Energy provides biomass-powered industrial steam solutions to clients.
Forward-LookingStatements
This press release includes “forward-looking statements.” Forward-looking statements may be identified by the use of words such as “estimate,” “plan,” “project,” “forecast,” “intend,” “will,” “expect,” “anticipate,” “believe,” “seek,” “target”, “may”, “intend”, “predict”, “should”, “would”, “predict”, “potential”, “seem”, “future”, “outlook” or other similar expressions (or negative versions of such words or expressions) that predict or indicate future events or trends or that are not statements of historical matters. These forward-looking statements are not guarantees of future performance, conditions or results, and involve a number of known and unknown risks, uncertainties, assumptions and other important factors, many of which are outside the Company’s control, that could cause actual results or outcomes to differ materially from those discussed in the forward-looking statements. Fusion Fuel has based these forward-looking statements largely on its current expectations, which are based on assumptions as to future events that may not prove to be accurate, and are subject to inherent uncertainties, risks, and assumptions that are difficult to predict. Such forward-looking statements are subject to risks and uncertainties, including without limitation, those set forth in Fusion Fuel’s Annual Report on Form 20-F for the year ended December 31, 2024, filed with the Securities and Exchange Commission on May 9, 2025, which could cause actual results to differ from the forward-looking statements.
Investor Relations Contact
ir@fusion-fuel.eu
www.fusion-fuel.eu