UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
6-K
REPORT
OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16
UNDER
THE SECURITIES EXCHANGE ACT OF 1934
For
the month of: May, 2026.
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
May 7, 2026, Fusion Fuel Green PLC, an Irish public limited company (the “Company”), issued a press release announcing selected
financial results for the fiscal year ended December 31, 2025 and providing a business update. A copy of the press release is furnished
as Exhibit 99.1 to this Report on Form 6-K.
Forward-Looking
Statements
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. Such forward-looking
statements include, but are not limited to, statements regarding: the anticipated benefits of the Company’s strategic repositioning
toward a diversified energy and industrial services platform; the expected completion and benefits of the planned acquisition of a portfolio
of uranium and natural gas royalties from Royal Uranium Inc. (“Royal Uranium”); the anticipated contribution of the Company’s
operating subsidiaries to long-term cash flows and profitability; the expected development and financing of industrial-scale European
hydrogen plants through Bright Hydrogen Solutions Limited and its joint venture initiative; the expected benefits of Biosteam Energy
(Proprietary) Limited’s biomass-powered industrial steam projects; the Company’s expectations regarding the reduction of
non-recurring transaction and wind-down costs; and the Company’s anticipated operational expansion. 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 risk that the Royal Uranium
transaction may not be completed on anticipated terms or at all; the Company’s ability to successfully integrate acquired businesses
and realize anticipated synergies; adverse changes in commodity prices, including uranium, natural gas, and liquified petroleum gas;
the Company’s ability to secure additional financing on favorable terms; risks related to operating in multiple jurisdictions,
including regulatory, political, and currency risks; changes in applicable laws or regulations, including those related to energy, environmental,
and securities matters; the Company’s ability to attract and retain customers and execute on its commercial pipeline; risks associated
with the development and commercialization of hydrogen and biomass technologies; general economic and market conditions, including the
impact of inflation, interest rates, and geopolitical instability; and 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
5, 2026, 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. 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 |
|
Press Release dated May 7, 2026 |
SIGNATURE
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:
May 7, 2026 |
/s/
Frederico Figueira de Chaves |
| |
Frederico
Figueira de Chaves |
| |
Chief Executive
Officer, Interim Chief Financial Officer
and Chief
Strategy Officer |
Exhibit
99.1
Fusion
Fuel Reports Revenue Growth to €14.4 Million in Fiscal Year 2025 and Provides Business Update
Dublin,
May 7, 2026 (GLOBE NEWSWIRE) — Fusion Fuel Green PLC (Nasdaq: HTOO) (“Fusion Fuel” or the “Company”), a
leading provider of full-service energy engineering, advisory, and utility solutions, today reported selected fiscal year 2025 financial
results and provided a business update.
Fiscal
Year 2025 Financial Results Highlights
| ● | Revenue
increased to approximately €14.4 million, up 798.1% compared to €1.6 million for
fiscal year 2024, primarily due to the inclusion of a full year of revenue from the Company’s
indirect majority-owned subsidiary, Al Shola Al Modea Gas Distribution LLC (“Al Shola
Gas”), in 2025, compared to consolidation beginning in the fourth quarter of 2024 following
its acquisition. |
| ● | Gross
profit increased to approximately €4.2 million, up 855.4% compared to approximately
€0.4 million in fiscal year 2024. |
| ● | Operating
loss decreased to approximately €7.9 million from approximately €17.3 million in
fiscal year 2024, a 54.4% decrease. |
| ● | Administration
expenses decreased to approximately €11.9 million from approximately €16.5 million
in fiscal year 2024, a 27.9% decrease. |
| ● | Loss
before tax decreased to approximately €1.1 million from approximately €15.3 million
in fiscal year 2024. |
| ● | Total
comprehensive loss decreased to approximately €1.0 million from approximately €15.3
million in fiscal year 2024. |
| ● | Non-IFRS
adjusted operating loss decreased by 64% year-over-year to approximate €3.7 million
from non-IFRS adjusted operating loss of approximately €10.3 million in fiscal year
2024. |
Fiscal
Year 2025 Operational Highlights
| ● | Completed
the first full year of consolidated Al Shola Gas operations in fiscal year 2025, compared
to one month of consolidation in fiscal year 2024, while continuing to expand the platform
in the United Arab Emirates (“UAE”) energy services market through new contracts,
fleet capacity, and recurring utility service opportunities. |
| ● | Continued
to expand the Company’s energy services business through Al Shola Gas, securing approximately
$7 million in new engineering contracts and approximately $2 million in annual recurring
fuel distribution contracts. |
| ● | Pursued
the Company’s strategic repositioning toward a diversified energy and industrial services
platform. |
| ● | Bright
Hydrogen Solutions Limited (“BrightHy Solutions”) developed its hydrogen platform
through new agent agreements, tenders progressing to final negotiations for two projects,
and continued development under an investment and funding agreement for potential targeted
deployment of up to €30 million of capital under a joint venture investment vehicle
intended to finance industrial-scale European hydrogen plants with offtake agreements. |
| ● | Formed
Biosteam Energy (Proprietary) Limited (“BioSteam Energy”), a 51.0%-owned subsidiary,
in the fourth quarter 2025, to conduct the Company’s first biomass-powered industrial
steam project. |
Frederico
Figueira de Chaves, Chief Executive Officer of Fusion Fuel, commented, “2025 marked a pivotal year for Fusion Fuel as we delivered
strong financial and operational progress while fundamentally transforming our business model. At the same time, we made significant
strides in reducing operating expenses through disciplined cost management and restructuring initiatives. In particular, headcount reductions
were implemented following the deconsolidation of our legacy hydrogen entities and broader restructuring initiatives. We continued to
carry non-recurring transaction and wind-down costs in 2025, which we expect to taper off going forward. In addition, we added four non-executive
directors to the Fusion Fuel board, strengthening our governance as we execute on our diversified energy strategy.”
“Operationally,
we completed the first full year of consolidated operations with Al Shola Gas as part of Fusion Fuel, establishing a scaled platform
in the UAE and expanded our recurring revenue base through new customer contracts. We also continued our strategic repositioning from
a pure-play hydrogen company to a broader energy and royalty platform, continuing to build a diversified portfolio across multiple energy
verticals. BrightHy Solutions advanced its hydrogen platform through new commercial agreements and a potential joint venture of up to
€30 million to finance industrial-scale projects in Europe, while BioSteam Energy began operations, and, as of May 2026, has completed
construction on its first biomass-powered industrial steam project in South Africa—marking our entry into a new geography and reinforcing
our commitment to industrial decarbonization.”
“In
parallel, we took a transformational step by signing a share exchange agreement with Royal Uranium Inc. (‘Royal Uranium’)
for the acquisition of up to 100% of its equity and indirect ownership of a portfolio of 19 uranium and natural gas royalties across
the Americas. Upon completion, we believe the transaction would provide Fusion Fuel with exposure to some of the fastest-growing segments
of global energy demand driven by decarbonization, energy security, and AI-related power consumption. We believe that this transaction,
together with the 2024 acquisition of Quality Industrial Corp., and its 51.0% stake in Al Shola Gas, create substantial long-term value
for shareholders, combining cash generative operations with high value assets with significant growth potential.”
“Together,
these initiatives reflect our strategy of building a diversified energy platform that generates value from today’s fossil fuel
demand while accelerating clean energy infrastructure. Our mission is to own and grow a portfolio of independent, high-margin energy
businesses spanning royalties, production, and distribution across multiple geographies and fuel types. Subject to completion of the
Royal Uranium transaction, this platform will be anchored by strategic positions in uranium and natural gas, complemented by green hydrogen,
biomass, and utility gas. We are building exposure across multiple points of the energy value chain through a technology-agnostic, capital-disciplined
model.”
“Fusion
Fuel has undergone a profound and transformative evolution over the past 18 months. We have moved from a single-product hydrogen technology
developer to a diversified energy group with operations across Europe, the Middle East, and Africa. We believe we now have the foundations
of a self-sustaining group of businesses underpinning the Company. We believe our pipeline of strategic opportunities in new areas reduces
our exposure to any single market while positioning the Company for long-term revenue growth and valuation upside driven by our operating
subsidiaries, which we expect will contribute meaningful, long-term cash flows over time,” concluded Mr. Figueira de Chaves.
Fiscal
2025 Financial Results
| (€’000 unless otherwise stated) | |
FY 2025 | | |
FY 2024
(Restated) | | |
Change | |
| Revenue | |
| 14,415 | | |
| 1,605 | | |
| 798.1 | % |
| Gross profit | |
| 4,175 | | |
| 437 | | |
| 855.4 | % |
| Gross margin | |
| 29.0 | % | |
| 27.2 | % | |
| 1.8 | % |
| Operating loss | |
| (7,898 | ) | |
| (17,330 | ) | |
| (54.4 | )% |
| Net finance income | |
| 5,611 | | |
| 230 | | |
| 2,339.6 | % |
| Loss before tax | |
| (1,062 | ) | |
| (15,254 | ) | |
| (93.0 | )% |
| Total comprehensive loss for the year | |
| (952 | ) | |
| (15,279 | ) | |
| (93.8 | )% |
| Loss attributable to HTOO shareholders | |
| (1,694 | ) | |
| (15,333 | ) | |
| (89.0 | )% |
Reconciliation
to Non-IFRS Adjusted Operating Loss
| (€’000) | |
FY 2025 | | |
FY 2024
(Restated) | |
| Operating loss | |
| (7,898 | ) | |
| (17,330 | ) |
| Depreciation and amortization | |
| 2,596 | | |
| 2,631 | |
| Share-based payment expense | |
| 1,562 | | |
| 2,189 | |
| Inventory impairment | |
| — | | |
| 2,206 | |
| Non-IFRS adjusted operating loss | |
| (3,740 | ) | |
| (10,304 | ) |
Note:
The Company’s consolidated financial statements are prepared in accordance with International Financial Reporting Standards as
adopted by the International Accounting Standards Board (“IFRS”). Non-IFRS adjusted operating loss is a non-IFRS financial
measure presented for informational purposes to illustrate underlying operating performance excluding Depreciation and amortization,
share-based payment expense and inventory impairment. Non-IFRS adjusted operating loss is not a measure of financial performance under
IFRS. Non-IFRS adjusted operating loss should not be considered in isolation or as an alternative to operating loss determined in accordance
with IFRS. The items that were reversed to calculate non-IFRS adjusted operating loss are significant components in understanding and
assessing the Company’s results of operations. The Company’s Non-IFRS adjusted operating loss may not be comparable to a
similarly titled measure of another company because other entities may not calculate non-IFRS adjusted operating loss in the same manner.
The table above is intended to present a reconciliation of non-IFRS adjusted operating loss to its most comparable IFRS measure, operating
loss, as reported.
About
Fusion Fuel Green PLC
Fusion
Fuel Green PLC (NASDAQ: HTOO) provides integrated energy engineering, distribution, and green hydrogen solutions through its Al Shola
Gas, BrightHy Solutions, and BioSteam Energy platforms. With operations spanning LPG supply to hydrogen and bio-steam solutions, the
Company supports decarbonization across industrial, residential, and commercial sectors. For more information, please visit www.fusion-fuel.eu.
Forward-Looking
Statements
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. Such forward-looking
statements include, but are not limited to, statements regarding: the anticipated benefits of the Company’s strategic repositioning
toward a diversified energy and industrial services platform; the expected completion and benefits of the planned acquisition of a portfolio
of uranium and natural gas royalties from Royal Uranium; the anticipated contribution of the Company’s operating subsidiaries to
long-term cash flows and profitability; the expected development and financing of industrial-scale European hydrogen plants through BrightHy
Solutions and its joint venture initiative; the expected benefits of BioSteam Energy’s biomass-powered industrial steam projects;
the Company’s expectations regarding the reduction of non-recurring transaction and wind-down costs; and the Company’s anticipated
operational expansion. 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 risk that the Royal Uranium transaction may not be completed on anticipated terms or at all; the Company’s
ability to successfully integrate acquired businesses and realize anticipated synergies; adverse changes in commodity prices, including
uranium, natural gas, and liquified petroleum gas; the Company’s ability to secure additional financing on favorable terms; risks
related to operating in multiple jurisdictions, including regulatory, political, and currency risks; changes in applicable laws or regulations,
including those related to energy, environmental, and securities matters; the Company’s ability to attract and retain customers
and execute on its commercial pipeline; risks associated with the development and commercialization of hydrogen and biomass technologies;
general economic and market conditions, including the impact of inflation, interest rates, and geopolitical instability; and 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 7, 2026, 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. 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
www.fusion-fuel.eu
