DEF 14C: Alternus Clean Energy Board Approves Reverse Stock Split

Alternus Clean Energy, Inc. announces a Board-approved reverse stock split ranging from 1-for-2 to 1-for-2,500 to improve marketability and liquidity of its common stock.

Summary

• The Board of Directors and the Majority Stockholder of Alternus Clean Energy, Inc. have approved an amendment to the Certificate of Incorporation to effect a reverse stock split.
• The reverse stock split ratio will range from 1-for-2 to 1-for-2,500, to be determined by the Board in its sole discretion.
• The primary reasons cited for the reverse stock split include improving the marketability and liquidity of common stock, decreasing the risk of market manipulation, and providing flexibility for future capital raises, debt repurchases, equity incentives, and business acquisitions.
• The actions were approved by written consent of the Majority Stockholder on November 24, 2025, representing approximately 99.9% of the voting shares.
• No fractional shares will be issued; stockholders entitled to fractional shares will receive cash in lieu thereof.
• The reverse stock split is intended to be treated as a recapitalization for U.S. federal income tax purposes, generally resulting in no gain or loss for U.S. holders, except for cash received for fractional shares.
• The total number of authorized shares of common stock will remain at 600,000,000 post-split.

Sentiment

Score: 6

Explanation: The filing outlines a strategic corporate action aimed at improving the company's stock market profile and financial flexibility. While it addresses potential market perception issues and future growth opportunities, it also clearly articulates significant risks and uncertainties associated with reverse stock splits, leading to a moderately positive but cautious sentiment.

Positives

• Potential improvement in marketability and liquidity of common stock by increasing the stock price, making it more attractive to institutional investors and brokers.
• Expected reduction in the risk of market manipulation, which is believed to be enhanced when the stock trades below $1.00 per share.
• Increased flexibility for the Company to raise capital, repurchase debt, provide equity incentives, and expand business through acquisitions by increasing the number of authorized, but unissued and unreserved, shares of common stock.

Negatives

• Uncertainty that the reverse stock split will sufficiently increase the stock price or maintain it, as the effect cannot be predicted with certainty and some investors may view it negatively.
• Possibility that the stock price after a reverse stock split will not increase proportionally to the reduction in shares, potentially reducing the Company's overall market capitalization.
• Potential decrease in the liquidity of common stock due to a reduced number of outstanding shares, especially if the stock price does not increase.
• Increased transaction costs for stockholders owning 'odd lots' (fewer than 20 shares) after the split.
• The effective increase in authorized but unissued shares could have anti-takeover implications, potentially allowing the Company to deter or prevent changes in control.

Risks

• The effect of a Reverse Stock Split on the stock price cannot be predicted with certainty, and the stock price may not increase in proportion to the reduction in shares outstanding.
• The stock price may decline after a Reverse Stock Split due to various factors, including future performance and general industry, market, and economic conditions.
• The liquidity of common stock may be negatively impacted by the reduced number of shares outstanding.
• A Reverse Stock Split would increase the number of stockholders owning odd lots, which generally results in higher transaction costs.
• The additional shares of common stock available for issuance post-split could be used to oppose a hostile takeover attempt or delay changes in control.

Future Outlook

The Board will determine whether and when to effect the Reverse Stock Split, and the specific ratio, based on factors such as historical and prevailing trading prices and volumes, listing requirements, number of outstanding shares, administrative costs, and market conditions. The Company currently has no specific plans, arrangements, understandings, or commitments for the additional shares that would become available post-split, but anticipates using them for capital raising, debt repurchases, equity incentives, and acquisitions.

Management Comments

• "The Board believes that an increased stock price may improve the marketability and liquidity of our common stock."
• "The Board believes that the potential increase in stock price may reduce the risk of market manipulation of our common stock, which we believe is enhanced when our stock trades below $1.00 per share."
• "A Reverse Stock Split is expected to increase the number of authorized, but unissued and unreserved, shares of our common stock. These additional shares would provide flexibility to the Company for raising capital; repurchasing debt; providing equity incentives to employees, officers, directors, consultants and advisors... expanding our business through the acquisition of other businesses and for other purposes."
• "Accordingly, for these and other reasons, the Board believes that a Reverse Stock Split is in the best interests of the Company and our stockholders."

Industry Context

Reverse stock splits are a common corporate action for companies whose stock price has fallen significantly, often below minimum listing requirements or psychological thresholds for institutional investors. The stated goals of improving marketability, liquidity, and reducing manipulation risk are typical motivations in such situations, aiming to make the stock more appealing to a broader investor base and potentially regain compliance with exchange listing standards (though the filing notes OTC Markets listing).

Comparison to Industry Standards

• NA

Corporate Governance

Stakeholder Impact

• Shareholders will own a reduced number of shares of common stock, but their percentage ownership interests, voting rights, and other rights and preferences will not be affected, except for the treatment of fractional shares.
• Stockholders who would otherwise receive fractional shares will receive cash payments in lieu thereof, potentially leading to some stockholders no longer holding any shares.
• The reverse stock split could potentially improve the marketability and liquidity of the stock, which may benefit existing shareholders by making the stock more attractive to a broader investor base.
• Employees, officers, directors, consultants, and advisors may benefit from increased flexibility in equity incentives if the additional authorized shares are utilized for compensation plans.

Next Steps

• The Board of Directors will determine the specific ratio (between 1-for-2 and 1-for-2,500) and the effective date of the reverse stock split.
• The reverse stock split will become effective at least twenty (20) calendar days after the Information Statement is first mailed or delivered to stockholders.
• The Company's common stock will receive a new CUSIP number after the effective date.

Key Dates

Keywords

Reverse Stock Split, Alternus Clean Energy, SEC Filing, Corporate Action, Stock Marketability, Stock Liquidity, Capital Raise, Shareholder Approval, Common Stock, OTC Markets