SCHEDULE: Fusion Fuel CFO Boosts Stake with New Share Options

Fusion Fuel Green PLC's Interim CFO, Frederico Figueira de Chaves, significantly increased his beneficial ownership through a new option grant and existing holdings, now representing 17.2% of the company's Class A Ordinary Shares.

Summary

• Frederico Figueira de Chaves, Interim CFO, Chief Strategy Officer, Head of Hydrogen Solutions, and a director of Fusion Fuel Green PLC, reported beneficial ownership of 418,386 Class A Ordinary Shares.
• This beneficial ownership represents approximately 17.2% of the company's outstanding Class A Ordinary Shares.
• The total includes 6,352 shares held by Key Family Holding Investimentos e Consultoria de Gestao, Ltd (KFH), 405,715 shares issuable upon option exercise, 429 shares from Restricted Share Units (RSUs), and 5,890 shares from a warrant.
• A new option (the "2025 Option") to purchase 400,000 Class A Ordinary Shares was granted on October 12, 2025, with an exercise price of $4.53 per share, totaling $1,821,000.
• The 2025 Option vests in three equal annual installments on December 31, 2025, December 31, 2026, and December 31, 2027, contingent on continuous service, and expires on October 9, 2032.
• The grant of the 2025 Option followed the filing of a Registration Statement on Form S-8 on November 21, 2025, to register an increase in shares reserved under the 2021 Equity Incentive Plan from 28,572 to 2,000,000 shares.
• Previous option grants from January 1, 2022, include an unvested option for 5,715 shares at $367.50, contingent on the share price reaching $630.00, which has not yet been met.
• Another option for 5,715 shares at $367.50, granted on January 1, 2022, has vested over three years.
• The Reporting Person's employment agreement, effective January 1, 2021, outlines compensation, benefits, and post-termination restrictive covenants.

Sentiment

Score: 6

Explanation: The filing indicates a strong alignment of a key executive's interests with the company through significant equity ownership and new option grants. While the unvested performance option's target has not been met, the overall sentiment is moderately positive due to executive commitment and potential strategic growth initiatives.

Positives

• The grant of 400,000 new share options to a key executive like the Interim CFO aligns management's interests with shareholder value creation.
• The increase in shares reserved under the 2021 Equity Incentive Plan from 28,572 to 2,000,000 indicates a robust framework for future employee and executive compensation, potentially aiding talent retention and motivation.
• The Reporting Person's significant beneficial ownership of 17.2% demonstrates a strong personal stake in the company's success.

Negatives

• The performance-based vesting condition for the Unvested January 2022 Option (share price reaching $630.00) has not been met, indicating the company's stock price has not achieved this high target since January 2022.

Risks

• The Reporting Person, as Interim CFO, Chief Strategy Officer, Head of Hydrogen Solutions, and a director, may have significant influence over corporate activities, including potential acquisitions, which could involve the issuance of new securities and dilute existing shareholders.
• Any plans for acquisitions involving the issuance of company securities are subject to negotiation and execution of definitive transaction documents, introducing uncertainty.
• The failure to meet the performance target for the Unvested January 2022 Option (share price of $630.00) highlights potential challenges in achieving aggressive stock price appreciation goals.

Future Outlook

The Reporting Person, as a key executive and director, may have plans relating to the acquisition of assets or equity interests in one or more companies by Fusion Fuel Green PLC. Such plans could involve the issuance of additional company securities as consideration for these transactions, though these plans are currently subject to negotiation and execution of definitive documents.

Management Comments

• The Reporting Person acquired the 2025 Option as compensation for services to the Issuer and for investment purposes.
• The Reporting Person may have influence over the corporate activities of the Issuer, including activities which may relate to acquisitions of assets or equity interests.

Industry Context

This filing primarily concerns executive compensation and beneficial ownership, which are internal corporate governance matters. While Fusion Fuel Green PLC operates in the energy services sector, specifically hydrogen solutions, this particular filing does not provide direct insights into broader industry trends or competitive positioning. However, the expansion of the equity incentive plan could be seen as a move to attract and retain talent in a competitive and growing green energy sector.

Comparison to Industry Standards

• NA

Corporate Governance

Legal Proceedings

• The Reporting Person has not been convicted in any criminal proceeding (excluding traffic violations or similar misdemeanors) during the last five years.
• The Reporting Person has not been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction that resulted in a judgment, decree, or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws during the last five years.

Related Party Transactions

• Frederico Figueira de Chaves has shared voting and dispositive power over 6,352 Class A Ordinary Shares held by Key Family Holding Investimentos e Consultoria de Gestao, Ltd (KFH) with his brother. He disclaims beneficial ownership of these shares except to the extent of his pecuniary interest.

Stakeholder Impact

• Shareholders: Potential for dilution if future acquisitions involve issuing new shares, but also potential for value creation through strategic acquisitions and strong executive alignment.
• Employees: The expanded equity incentive plan provides more opportunities for equity compensation, potentially enhancing employee motivation and retention.
• Management: The new option grant and significant beneficial ownership align the Interim CFO's interests with the company's long-term performance.

Next Steps

• The 2025 Option shares will vest in three equal installments on December 31, 2025, December 31, 2026, and December 31, 2027, subject to continuous service.
• Any potential plans for acquisitions involving the issuance of company securities will require further negotiation and execution of definitive transaction documents.

Key Dates

Recommendation

This Schedule 13D filing primarily details an executive's beneficial ownership and compensation structure, rather than providing new operational or financial performance data. The significant equity stake and new option grant for the Interim CFO suggest strong management alignment, which is generally positive. However, the unfulfilled performance target for a prior option indicates past stock price challenges. The potential for future acquisitions involving share issuance could lead to dilution but also strategic growth. Without more comprehensive financial or operational updates, a 'hold' recommendation is appropriate, awaiting further clarity on strategic initiatives and financial performance.

Keywords

Fusion Fuel Green PLC, FFEL, Schedule 13D, Beneficial Ownership, Share Options, Equity Incentive Plan, Executive Compensation, Corporate Governance, Hydrogen Solutions, SEC Filing