Emeren Group SEC Filings

Emeren Group Ltd director reports share sale and option cancellation tied to merger. A director of Emeren Group Ltd (SOL) disposed of 2,000 American Depositary Shares on 12/12/2025 at a gross price of $2.00 per ADS, leaving no ADSs directly owned afterward. Each ADS represents ten ordinary shares of Emeren.

The filing explains that the ADSs were cashed out under a merger agreement among Emeren, Shurya Vitra Ltd. as parent, and Emeren Holdings Ltd. as merger subsidiary, with a $0.05 per ADS cancellation fee payable to the ADS depository under the deposit agreement. Vested stock options covering 6,666 and 3,334 ADSs were cancelled at the effective time of the merger in exchange for employee incentive awards to be provided by the surviving company under terms determined by the parent.

Emeren Group Ltd insider Himanshu Shah, a director and 10% owner, reported the disposal of all his American Depositary Shares (ADSs) on 12/12/2025. The filing shows 18,409,249 ADSs held through Shah Capital Opportunity Fund, 352,617 ADSs held through Shah Capital Management, and 56,370 ADSs held directly were all disposed of on that date.

The ADSs were given up under a merger agreement among Emeren Group, Shurya Vitra Ltd. (Parent), and Emeren Holdings Ltd. (Merger Sub), in exchange for an equal number of Parent shares. ADSs that were not rolled over into Parent shares received cash consideration of $2.00 per ADS, reduced by a $0.05 per ADS cancellation fee payable to the ADS depositary.

Shah Capital Management, Shah Capital Opportunity Fund and Himanshu H. Shah report that they no longer own any Emeren Group Ltd shares following the closing of a cash merger. On December 12, 2025, Emeren merged with a subsidiary of Shurya Vitra Ltd, and each outstanding ADS and ordinary share was converted into the right to receive $2.00 per ADS or $0.20 per ordinary share, less a $0.05 per ADS cancellation fee.

Shah Opportunity’s 184,092,490 ordinary shares were exchanged for shares of the new parent company, while 3,526,170 shares held by Shah Capital and 563,700 shares held by Mr. Shah were converted into cash consideration. Emeren plans to delist its ADSs from the NYSE, have the exchange file Form 25, and then file Form 15 to suspend its SEC reporting obligations, effectively taking the company private.

Emeren Group Ltd is having its American Depositary Shares, each representing ten ordinary shares, removed from listing and registration on the New York Stock Exchange under Section 12(b) of the Securities Exchange Act of 1934.

The notification states that the NYSE has complied with Rule 12d2-2(b) to strike this class of securities from listing and/or withdraw its registration, and that Emeren has complied with the exchange’s rules and SEC Rule 12d2-2(c) governing the voluntary withdrawal of this class of securities from listing and registration.

Emeren Group Ltd reports that it has completed its previously announced merger with Shurya Vitra Ltd’s wholly owned subsidiary, making Emeren a wholly owned subsidiary of Shurya Vitra, which is affiliated with Himanshu H. Shah and Shah Capital Opportunity Fund LP.

At the effective time of the merger, each ordinary share and ADS was cancelled and converted into the right to receive the agreed per share and per ADS cash merger consideration, and holders ceased to have any other shareholder rights. The total cash consideration payable to equityholders at closing is approximately $65 million, funded from cash and other liquid assets on hand of Himanshu H. Shah.

Emeren has notified the NYSE, which has filed a Form 25 to remove its shares and ADSs from listing. Trading on the NYSE will cease before the market opens on December 15, 2025, and Emeren plans to file Form 15 to terminate registration and suspend its ongoing SEC reporting obligations.

Emeren Group Ltd reported the results of a shareholder meeting held on December 9, 2025, where investors voted on three proposals connected to a planned merger. The Merger Agreement Proposal was approved, with 92.8% of votes cast in favor, representing 255,113,810 votes for, 19,948,850 against, and 403,140 abstentions. Shareholders also approved the Advisory Compensation Proposal, which covers compensation arrangements related to the merger, with 91.1% support and vote totals of 250,033,000 for, 24,555,340 against, and 607,580 abstaining. Because both key proposals passed, the company did not need to consider the adjournment proposal, and no other business came before the meeting.

Emeren Group Ltd (SOL) filed its Q3 2025 10-Q. The company reported quarterly net revenues of $15.6 million, up from $12.9 million a year ago, with electricity generation driving $12.4 million. Gross profit rose to $9.5 million from $5.6 million, and income from operations increased to $6.8 million.

After other expenses and taxes, net income was $3.5 million, but a larger share to non‑controlling interests led to a net loss attributed to Emeren of $0.3 million, or $(0.01) per ADS. For the nine months, net revenues were $36.7 million and Emeren’s attributable net income was $2.7 million, reflecting a previously recorded $27.3 million non‑cash impairment.

Liquidity strengthened: cash, cash equivalents and restricted cash reached $87.3 million (vs. $50.0 million at year‑end), supported by $34.5 million net cash from operations. Total debt increased to $49.4 million, including a $24.5 million Hungary facility maturing in March 2035 and a UK lease loan tied to the Branston project. Shares outstanding were 513,216,222 as of September 30, 2025; each ADS represents 10 ordinary shares.

Emeren Group Ltd (SOL) called a shareholder meeting to vote on a going‑private merger with Shurya Vitra Ltd. on December 9, 2025. If approved, each ordinary share will be converted into US$0.20 in cash, and each ADS (10 shares) into US$2.00 per ADS, less a US$0.05 per ADS cancellation fee, each without interest and subject to withholding.

A special committee of independent directors unanimously recommended the deal, and the Board approved it with the chair recused. Supporting agreements from the buyer group and certain holders represent about 39.6% of voting power. The main proposal requires an affirmative majority of outstanding shares present or represented by proxy and voting at the meeting.

Registered shareholders may seek appraisal under BVI law if they object in writing before the vote; ADS holders must first cancel ADSs to become registered shareholders to pursue appraisal. The buyer’s funding is expected to total approximately US$65 million, with a limited guarantee and rollover of 188,962,760 shares by certain insiders. Key dates: record date October 23, 2025; ADS voting instructions due by 12:00 noon ET on December 3, 2025.