Alternus Clean Energy (OTC: ACLEW) files Form 12b-25, expects 10-K within 15 days

Rhea-AI Filing Summary

Alternus Clean Energy, Inc. notified the SEC that it is unable to file its Annual Report on Form 10-K for the period ended 12/31/2025 within the prescribed due date because additional time is required to complete the audit and finalize financial statements. The company states it is working diligently with advisors and its independent registered public accounting firm and anticipates filing the Form 10-K within fifteen calendar days following the prescribed due date pursuant to Rule 12b-25(b).

Key Figures

Period Ended: 12/31/2025 Anticipated Filing Window: 15 calendar days Contact Telephone: (212) 739-0727 +1 more

4 metrics

Period Ended 12/31/2025 Form 10-K reporting period

Anticipated Filing Window 15 calendar days following the prescribed due date per Rule 12b-25(b)

Contact Telephone (212) 739-0727 Company contact listed on the notice

Notice Signed Date 4/1/2026 date the Form 12b-25 was executed

Key Terms

Rule 12b-25(b), Form 10-K, prescribed due date

3 terms

Rule 12b-25(b) regulatory

"anticipates that the Form 10-K will be filed within fifteen calendar days"

Form 10-K regulatory

"unable... to file its Annual Report on Form 10-K for the period ended December 31, 2025"

A Form 10-K is a comprehensive report that publicly traded companies are required to file annually with regulators. It provides a detailed overview of a company's financial health, operations, and risks, similar to a detailed health report. Investors use this information to assess the company's performance and make informed decisions about buying or selling its stock.

prescribed due date regulatory

"file the Form 10-K on or before the prescribed due date"

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 12b-25

NOTIFICATION OF LATE FILING

(Check one): ☒ Form 10-K  ☐ Form 20-F  ☐ Form 11-K ☐ Form 10-Q ☐ Form N-SAR  ☐ Form N-CSR

For Period Ended:   12/31/2025

☐ Transition Report on Form 10-K

☐ Transition Report on Form 20-F

☐ Transition Report on Form 11-K

☐ Transition Report on Form 10-Q

☐ Transition Report on Form N-SAR

For the Transition Period Ended: n/a

Nothing in this form shall be construed to imply that the Commission has verified any information contained herein.

If the notification relates to a portion of the filing checked above, identify the item(s) to which the notification relates:

PART I -- REGISTRANT INFORMATION

ALTERNUS CLEAN ENERGY, INC.

Full Name of Registrant

N/A

Former Name if Applicable

17 State Street, Suite 4000

Address of Principal Executive Office (Street and Number)

New York City, NY 10004

City, State and Zip Code

PART II -- RULES 12b-25(b) AND (c)

If the subject report could not be filed without unreasonable effort or expense and the registrant seeks relief pursuant to Rule 12b-25(b), the following should be completed. (Check box if appropriate)

☒	(a)	The reasons described in reasonable detail in Part III of this form could not be eliminated without unreasonable effort or expense;
	(b)	The subject annual report, semi-annual report, transition report on Form 10-K, Form 20-F, Form 11-K, Form N-SAR or Form N-CSR, or portion thereof, will be filed on or before the fifteenth calendar day following the prescribed due date; or the subject quarterly report or transition report on Form 10-Q, or portion thereof, will be filed on or before the fifth calendar day following the prescribed due date; and
	(c)	The accountant's statement or other exhibit required by Rule 12b-25(c) has been attached if applicable.

PART III -- NARRATIVE

State below in reasonable detail why Forms 10-K, 20-F, 11-K, 10-Q, N-SAR, N-CSR, or the transition report or portion thereof, could not be filed within the prescribed time period.

Alternus Clean Energy, Inc. (the “Company,” “we,” “us” or “our”) has determined that it is unable, without unreasonable effort or expense, to file its Annual Report on Form 10-K for the period ended December 31, 2025 (the “Form 10-K”) on or before the prescribed due date. The Company requires additional time to complete its audit and finalize its financial statements to be included in the Annual Report due primarily to delays in the Company's closing process as a result of the additional time and resources required to engage the necessary advisors and its independent registered public accounting firm to complete the preparation and review of its financial statements. The Company is, and has been, working diligently to complete its Form 10-K as soon as possible and anticipates that the Form 10-K will be filed within fifteen calendar days following the prescribed due date in compliance with Rule 12b-25(b).

PART IV -- OTHER INFORMATION

(1) Name and telephone number of person to contact in regard to this notification

Vincent Browne		212		739-0727
(Name)		(Area Code)		(Telephone Number)

(2) Have all other periodic reports required under Section 13 or 15(d) of the Securities Exchange Act of 1934 or Section 30 of the Investment Company Act of 1940 during the preceding 12 months or for such shorter period that the registrant was required to file such report(s) been filed? If answer is no, identify report(s). Yes ☒ No ☐

(3) Is it anticipated that any significant change in results of operations from the corresponding period for the last fiscal year will be reflected by the earnings statements to be included in the subject report or portion thereof? Yes ☐  No ☒

If so, attach an explanation of the anticipated change, both narratively and quantitatively, and, if appropriate, state the reasons why a reasonable estimate of the results cannot be made.

2

Alternus Clean Energy, Inc. 

(Name of Registrant as Specified in Charter)

has caused this notification to be signed on its behalf by the undersigned hereunto duly authorized.

Dated:	4/1/2026		By:	/s/ Vincent Browne
				Chief Executive Officer and Chief Financial Officer (Interim)

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FAQ

Why did Alternus Clean Energy (ACLEW) file a Form 12b-25 for its 2025 Form 10-K?

Because the company needs more time to complete its audit and finalize financial statements. The company cites delays in its closing process and the time and resources required to engage advisors and its independent registered public accounting firm to finish preparation and review.

When does Alternus expect to file the delayed 2025 Form 10-K?

The company expects to file the Form 10-K within fifteen calendar days following the prescribed due date. This timing is stated as compliance with Rule 12b-25(b) while the company completes audit procedures and final reviews.

Who can be contacted about Alternus's late filing notice (Form 12b-25)?

Contact: Vincent Browne, telephone (212) 739-0727. He is listed as the company contact and signed the notice as Chief Executive Officer and interim Chief Financial Officer on 4/1/2026.

Does the Form 12b-25 state material changes to Alternus's results of operations?

No— the notice does not state any anticipated significant changes in results of operations. The form includes the standard question about significant changes, but the company did not indicate that earnings will materially differ from the prior year.