Fusion Fuel updates Series A preferred conversion

Fusion Fuel Green PLC is updating the rights of its Series A Convertible Preferred Shares to align with a prior reverse share split.

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Form Type

6-K

Rhea-AI Filing Summary

Fusion Fuel Green PLC is updating the rights of its Series A Convertible Preferred Shares to align with a prior reverse share split. The company originally issued 4,171,327 Series A Preferred Shares in connection with a November 2024 stock purchase transaction. Following a 1-for-35 share consolidation of its Class A Ordinary Shares effective July 11, 2025, the board approved an Amended and Restated Certificate of Designation. This amendment changes the conversion ratio from ten Class A Ordinary Shares per preferred share to two-sevenths of a Class A Ordinary Share per preferred share and corrects the formula for future anti-dilution adjustments. The amended certificate is filed as an exhibit and is incorporated by reference into several existing registration statements.

Key Figures

Series A Preferred Shares issued: 4,171,327 shares Original conversion ratio: 10 Class A Ordinary Shares per Series A Preferred Share New conversion ratio: 2/7 of a Class A Ordinary Share per Series A Preferred Share +1 more

4 metrics

Series A Preferred Shares issued 4,171,327 shares Issued in connection with November 2024 stock purchase transaction

Original conversion ratio 10 Class A Ordinary Shares per Series A Preferred Share Prior to amendment of Certificate of Designation

New conversion ratio 2/7 of a Class A Ordinary Share per Series A Preferred Share After amendment to reflect 1-for-35 share consolidation

Share consolidation ratio 1-for-35 Class A Ordinary Shares consolidation effective July 11, 2025

Key Terms

Series A Convertible Preferred Shares, Conversion Ratio, Share Consolidation, Certificate of Designation, +1 more

5 terms

Series A Convertible Preferred Shares financial

"issued 4,171,327 Series A Convertible Preferred Shares with a nominal value"

Series A convertible preferred shares are an early round of investment stock that gives holders special rights, such as being paid before common shareholders if the company is sold or shuts down, and sometimes receiving fixed dividends. They can be exchanged for ordinary (common) shares under agreed conditions, so they act like a tradeable ticket that can become regular ownership later. For investors this matters because these shares reduce downside risk while preserving the upside and affect future ownership and dilution.

Conversion Ratio financial

"The conversion ratio (the “Conversion Ratio”) has been updated from ten"

The conversion ratio is the number of common shares an investor receives when a convertible security (like a bond or preferred share) or an exchangeable instrument is turned into ordinary stock. It matters because it tells investors how much ownership or dilution will occur — similar to knowing how many slices you get when you trade in a coupon — and directly affects the value you get from the convertible and the company’s future share count.

Certificate of Designation regulatory

"pursuant to a Certificate of Designation of Preferences, Benefits and Limitations"

A certificate of designation is a formal document that spells out the specific rights and rules attached to a particular class or series of stock, usually preferred shares. Think of it as a rulebook or menu that lists dividend terms, liquidation priority, conversion or redemption rights and any special voting protections; investors use it to judge how much income, control or downside protection those shares will provide compared with other securities.

Form 6-K regulatory

"As previously reported in the Report on Form 6-K furnished"

A Form 6-K is a report that companies listed in certain countries file to provide important updates, such as financial results, corporate changes, or other significant information, to regulators and investors. It functions like an official company update or news release, helping investors stay informed about developments that could affect their investment decisions.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What did Fusion Fuel Green (HTOO) change in its Series A preferred shares?

Fusion Fuel Green updated the terms of its Series A Convertible Preferred Shares through an amended and restated certificate. The changes align conversion mechanics with a prior 1-for-35 share consolidation and correct the formula used for future anti-dilution adjustments on the conversion ratio.

How did Fusion Fuel Green (HTOO) adjust the Series A conversion ratio?

The conversion ratio was revised from ten Class A Ordinary Shares per Series A Preferred Share to two-sevenths of a Class A Ordinary Share per Series A Preferred Share. This new ratio is designed to reflect the company’s 1-for-35 consolidation of its Class A Ordinary Shares.

Why did Fusion Fuel Green (HTOO) amend the Series A Certificate of Designation?

The company amended and restated the Series A Certificate of Designation to reflect its 1-for-35 share consolidation and correct the adjustment formula. This ensures future share dividends, splits, combinations, or reclassifications are properly reflected in the Series A conversion mechanics.

How many Series A Preferred Shares has Fusion Fuel Green (HTOO) issued?

Fusion Fuel Green issued 4,171,327 Series A Convertible Preferred Shares in connection with a November 2024 stock purchase transaction. These preferred shares are governed by the original certificate, now superseded by an amended and restated certificate of designation filed with this report.

How does the new adjustment formula affect Fusion Fuel Green (HTOO) Series A conversions?

The updated formula specifies that after share dividends, splits, combinations, or reclassifications, the conversion ratio is multiplied by a fraction based on shares outstanding before and after the event. This is intended to maintain consistent conversion mechanics across future capital structure changes.

Are Fusion Fuel Green (HTOO) registration statements affected by this 6-K?

The report, other than one exhibit, is incorporated by reference into multiple existing Form F-3 and Form S-8 registration statements. This links the updated Series A preferred share terms directly into those registration documents and their related prospectuses for future use.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 06/10/2026 - 05:06 PM

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: June, 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 ☐

As previously reported in the Report on Form 6-K furnished to the U.S. Securities and Exchange Commission (the “SEC”) on November 27, 2024, Fusion Fuel Green PLC, an Irish public limited company (the “Company”), issued 4,171,327 Series A Convertible Preferred Shares with a nominal value of $0.0001 each (the “Series A Preferred Shares”) in connection with the closing of the transactions contemplated by the Stock Purchase Agreement, dated as of November 18, 2024, among the Company, Quality Industrial Corp., a Nevada corporation (“QIND”), Ilustrato Pictures International Inc., and certain stockholders of QIND. The Series A Preferred Shares were issued pursuant to a Certificate of Designation of Preferences, Benefits and Limitations of Series A Convertible Preferred Shares (the “Original Certificate of Designation”), which was filed as Exhibit 3.1 to that Report on Form 6-K.

As previously reported in the Report on Form 6-K furnished to the SEC on July 10, 2025, following the annual general meeting of shareholders held on June 25, 2025, the board of directors of the Company (the “Board”) approved and authorized a share consolidation at a ratio of 1-for-35 of the Company’s Class A Ordinary Shares (the “Share Consolidation”), effective July 11, 2025.

In connection with the Share Consolidation, the Board has approved an Amended and Restated Certificate of Designation of Preferences, Benefits and Limitations of Series A Convertible Preferred Shares (the “Amended and Restated Certificate of Designation”), which amends and restates in its entirety the Original Certificate of Designation. The material changes reflected in the Amended and Restated Certificate of Designation are as follows:

	●	The conversion ratio (the “Conversion Ratio”) has been updated from ten (10) Class A Ordinary Shares per Series A Preferred Share to two-sevenths (2/7) of a Class A Ordinary Share per Series A Preferred Share (corresponding to a ratio of 2/7:1), subject to adjustment in accordance with Section 7 of the Amended and Restated Certificate of Designation, to reflect the 1-for-35 Share Consolidation.

	●	A correction to the adjustment formula to properly provide that, upon the occurrence of a share dividend, subdivision, combination, or reclassification event, the Conversion Ratio shall be multiplied by a fraction of which the numerator shall be the number of Class A Ordinary Shares outstanding immediately after such event, and of which the denominator shall be the number of Class A Ordinary Shares outstanding immediately before such event (in each case excluding any treasury shares of the Corporation).

The foregoing description of the Amended and Restated Certificate of Designation does not purport to be complete and is qualified in its entirety by reference to the full text of the Amended and Restated Certificate of Designation, a copy of which is filed as Exhibit 3.1 to this Report on Form 6-K.

A copy of the Amended and Restated Certificate of Designation is filed as Exhibit 1.1 to this report on Form 6-K, and this description of the Amended and Restated Certificate of Designation is qualified in its entirety by reference to such exhibit.

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 333-287226, 333-289429, 333-286198, 333-286202, 333-251990, 333-264714, 333-276880, 333-293286, and 333-294414) and Form S-8 (File Nos. 333-258543 and 333-291732) and the prospectuses thereof and any prospectus supplements or amendments thereto.

Exhibit No.		Description
1.1		Amended and Restated Certificate of Designation of Preferences, Benefits and Limitations of Series A Convertible Preferred Shares of Fusion Fuel Green PLC

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 10, 2026	/s/ Frederico Figueira de Chaves
	Frederico Figueira de Chaves
	Chief Executive Officer, Interim Chief Financial Officer and Chief Strategy Officer

Source: View Original Filing on SEC EDGAR

Filing Exhibits & Attachments

2 documents