{"url_path":"/sec/cik-0001883984/10-k/2026/item-13","section_key":"item-13","section_title":"Item 13 Certain Relationships and Related Party Transactions, and Director Independence**","topic":"sec","document":{"doc_type":"10-K","doc_date":"2026-06-15","source_url":"https://www.sec.gov/Archives/edgar/data/1883984/0001437749-26-020545-index.html","accession_number":"0001437749-26-020545","cik":"0001883984","ticker":null,"issuer_name":"Alternus Clean Energy, Inc.","edgar_url":"https://www.sec.gov/Archives/edgar/data/1883984/0001437749-26-020545-index.html","primary_entity_key":"0001883984","primary_entity_name":"Alternus Clean Energy, Inc."},"word_count":2208,"has_tables":true,"body_markdown":"**Item 13. Certain Relationships and Related Party Transactions, and Director Independence**\n\n \n\nThe following is a summary of transactions since January 1, 2024 to which we have been a party, in which the amount involved exceeded $120,000 and in which any of our directors, executive officers or holders of more than 5% of our capital stock, or an affiliate or immediate family member thereof, had or will have a direct or indirect material interest other than compensation and other arrangements that are described the sections titled “Executive Compensation” and “Non-Employee Director Compensation.” We also describe below certain other transactions with our directors, former directors, executive officers and stockholders.\n\n \n\nAEG:\n\n \n\nAlternus Energy Group Plc (“AEG”) was an 48% shareholder of the Company as of December 31, 2024. As of December 31, 2025, AEG was a 14.69% shareholder of the Company.\n\n \n\nIn January 2024, the Company assumed a $938 thousand (€850 thousand) convertible promissory note from AEG. The note had a 10% interest maturing in March 2025. On January 3, 2024, the noteholder converted all of the principal and accrued interest owed under the note, equal to $1.0 million, into 264 shares of the Company’s restricted common stock.\n\n \n\nDuring the period ended December 31, 2025, the Company and its subsidiaries, and AEG and its subsidiaries had numerous financial transactions between each other which were approved by the unconflicted members of each company’s board of directors.  Two of our Company's board members, Mr. Vincent Browne and Mr. John Thomas, are also board members of AEG.\n\n \n\nSpecifically during the period, the Company issued 201,600 shares to AEG and its affiliates having a fair value of $1.4 million as of December 31, 2025.\n\n \n\nNordic ESG\n\n \n\nIn January of 2024, the Company issued 310,600 shares of restricted common stock valued at $30.75 per share to Nordic ESG and Impact Fund SCSp (“Nordic ESG”) as settlement of AEG’s €8 million ($9.7 million) note. This resulted in Nordic ESG becoming a 10% shareholder. As of December 31, 2024, Nordic ESG was a 6.5% shareholder.  As of December 31, 2025 Nordic ESG was a less than 1% shareholder.\n\n \n\nSponsor:\n\n \n\nOn March 19, 2024 we entered into a settlement agreement with the Sponsor and SPAC Sponsor Capital Access (“SCA”) pursuant to which, among other things, we agreed to repay Sponsor’s debt to SCA, related to the Sponsor’s SPAC entity extensions, in the amount of $1.4 million and issue 45 shares of restricted common stock valued at $2,350 per share to SCA.\n\n \n\nClean Earth Acquisitions Sponsor LLC (“Sponsor”) was a less than 5% shareholder of the Company as of December 31, 2024 and a less than 1% shareholder as of December 31, 2025.\n\n \n\nHover:\n\n \n\nOn September 30, 2025 we entered into a joint venture operating agreement with Hover Energy LLC (“Hover”) pursuant to which Alternus sold a 49% interest in its subsidiary, EverOn Energy LLC (the “JV”) to Hover, and issued 20,000 shares of the Company’s Series B Convertible Preferred Stock (the “Series B”) to Hover, in exchange for which Hover contributed certain Microgrid Projects to the JV, including related supply and management services agreements to be entered into with the JV. See Footnote 6 for more details.  As of December 31, 2025, Hover was a 4.3% common shareholder and held 21,150 shares of Series B Convertible Preferred Stock, which cannot convert or vote until the date our common stock is relisted on Nasdaq or June 30, 2026, whichever occurs sooner.\n\n \n\nD&O:\n\n \n\nIn connection with the Business Combination Closing, the Company entered into indemnification agreements (each, an “Indemnification Agreement”) with its directors and executive officers. Each Indemnification Agreement provides for indemnification and advancements by the Company of certain expenses and costs if the basis of the indemnitee’s involvement in a matter was by reason of the fact that the indemnitee is or was a director, officer, employee, or agent of the Company or any of its subsidiaries or was serving at the Company’s request in an official capacity for another entity, in each case to the fullest extent permitted by the laws of the State of Delaware.\n\n \n\nOn April 25, 2024, Joseph E. Duey, the Company’s Chief Financial Officer, resigned, effective as of April 30, 2024. Mr. Duey advised the Company that his decision to step down from the role of Chief Financial Officer was not based on any disagreement with the Company on any matter relating to its operations, policies, or practices. Mr. Duey is pursuing outside interests not in the renewable energy industry. Vincent Browne, the Company’s Chief Executive Officer, is acting as interim Chief Financial Officer. The Company will be seeking a suitable replacement in due course.\n\n \n\nOn May 15, 2024, Mohammed Javade Chaudhri, a Class I director of the Company, resigned from the Company’s Board of Directors (the “Board”) effective immediately. Mr. Chaudhri’s decision to resign from the Board is solely for personal reasons and is not the result of any disagreement with the Company’s operations, policies, or procedures, or any disagreements in respect of accounting principles, financial statement disclosure, or any issue impacting on the committees of the Board on which he served.\n\n \n\nOn January 28, 2025, John McQuillan, a Class I director of the Company, resigned from the Company’s Board of Directors (the “Board”) effective immediately.\n\n \n\nOn January 28, 2025, Rolf Wikborg was elected to the Board effective immediately. The Board assessed the independence of Mr. Wikborg under the Company’s Corporate Governance Guidelines and the independence standards under Nasdaq rules and has determined that Mr. Wikborg is independent. Along with their appointment, Mr. Wikborg was appointed to serve on the Audit Committee, as well as the Chair of the Compensation Committee, and as a member of the Nominating and Corporate Governance Committee of the Company, effective immediately. \n\n \n\n61\n\n[Table of Contents](#toc)\n\n \n\nOn April 21, 2025 the Company issued a total of 305,000 shares of restricted common stock valued at $1,830,000, including 55,000 shares to Alternus Energy Group PLC, a related party, 15,000 shares to each of our 4 current independent directors (Ms. Bjornov, Mr. Wikborg, Mr. Parker and Mr. Ratner) and one past director, Mr. Chaudhri, 75,000 shares each to Mr. Browne, our CEO, and Mr. Thomas, our executive director, 25,000 shares to Ms. Durant, our CLO.\n\n \n\nOn April 25, 2025, Mr. Vincent Browne, our CEO, Interim CFO and shareholder with majority voting rights, representing 87% of the shares entitled to vote, approved an amendment to our Certificate of Incorporation to increase the total number of authorized shares of common stock from 300,000,000 to 600,000,000.\n\n \n\nOn December 30, 2025, Mr. Vincent Browne, our CEO, Interim CFO and shareholder with majority voting rights, representing 99.9% of the shares entitled to vote, approved an amendment to our Certificate of Incorporation to increase the total number of authorized common stock from 600,000,000 to 2,000,000,000. \n\n \n\nOn March 3, 2026, we entered into subscription agreements with certain accredited investors, of which Nicholas Parker, one of our directors, was one, pursuant to which Mr. Parker invested $50,000 and in consideration was issued a $62,500 promissory note on identical terms as the other investors and was issued a pro rata portion, equal to 125 shares, of Series C Convertible Preferred Stock.\n\n \n\nSeries A Super Voting Preferred:\n\n \n\nOn February 18, 2025, the board of directors declared the formation of and approved the issuance of an aggregate of 1 share of Series A Super Voting Preferred Stock, par value $0.0001 per share (“Series A”). On February 18, 2025, the Company issued the 1 share of Series A to Mr. Vincent Browne, our CEO. On March 21, 2025 the Company filed an Amended and Restated Certificate of Designation of its Series A, such that 10,000 shares are designated as Series A and issued to Mr. Vincent Browne and each share of the Series A is entitled to have the right to vote in an amount equal to 10,000 votes per share, voting with the common stock on all matters as a single class. On April 24, 2025 the Company issued an additional 50,000 shares of Series A to Mr. Browne.\n\n \n\nConsulting Agreements:\n\n \n\nOn May 15, 2021 VestCo Corp., a company owned and controlled by our Chairman and CEO, Vincent Browne, entered into a Professional Consulting Agreement with one of our US subsidiaries under which it pays VestCo a monthly fee of $16,000. This agreement has a five-year initial term and automatically extends for additional one-year terms unless otherwise unilaterally terminated. Effective January 1, 2025, the Compensation Committee and the Board of Directors ratified an amendment to this consulting services agreement, such that it was assigned to the Company and VestCo’s fees increased by $10,000 per month.\n\n \n\nIn July of 2023, John Thomas, one of our directors, entered into a Consulting Services Agreement with one of our US subsidiaries under which it pays Mr. Thomas a monthly fee of $11,000. This agreement has a five-year initial term and automatically extends for additional one-year terms unless otherwise unilaterally terminated. Effective January 1, 2025, the Compensation Committee and the Board of Directors ratified an amendment to this consulting services agreement, such that it was assigned to the Company and the fees increased by $8,090 per month.\n\n \n\n \n \n\n**Year Ended December 31,**\n\n \n\n**Transactions with Directors**\n\n \n\n**2025**\n\n \n \n\n**2024**\n\n \n\n \n \n\n**(in thousands)**\n\n \n\nLoan from Vestco, a related party to Board member and CEO Vincent Browne\n\n \n$\n-\n \n \n$\n-\n \n\nFinal payment made to Vestco on November 16, 2023\n\n \n \n-\n \n \n \n-\n \n\n**Total**\n\n \n$\n**-**\n \n \n$\n**-**\n \n\n \n\n \n \n\n**Year Ended December 31,**\n\n \n\n**Director’s remuneration**\n\n \n\n**2025**\n\n \n \n\n**2024**\n\n \n\n \n \n\n**(in thousands)**\n\n \n\nRemuneration in respect of services as directors (including Mr. Browne)\n\n \n$\n547\n \n \n$\n292\n \n\nRemuneration in respect to long term incentive schemes (stock compensation)\n\n \n \n1,680\n \n \n \n-\n \n\n**Total**\n\n \n$\n**2,227**\n \n \n$\n**292**\n \n\n \n\n**Family Relationships**\n\n \n\nNo family relationship exists between any of Alternus’ directors and executive officers. There are no arrangements or understandings with major shareholders, customers, suppliers or others pursuant to which any person referred to above was selected as a director or member of senior management. \n\n \n\n**Director Independence**\n\n \n\nAlthough the Company is no longer listed on a national securities exchange, the Company voluntarily applies the definition of “independence” formerly applicable under Nasdaq Listing Rule 5605(a)(2)), which provides that an “independent director” is a person other than an officer or employee of the company or any other individual having a relationship, which, in the opinion of the Company’s Board, would interfere with the exercise of independent judgment in carrying out the responsibilities of a director. Under these standards, a director cannot be considered independent if:\n\n \n\n \n\n●\n\nThe director is, or at any time during the past three years was, an employee of the company;\n\n \n \n\n \n\n \n\n●\n\nThe director or a family member of the director accepted any compensation from the company in excess of $120,000 during any period of 12 consecutive months within the three years preceding the independence determination (subject to certain exclusions, including, among other things, compensation for board or board committee service);\n\n \n\n62\n\n[Table of Contents](#toc)\n\n \n\n \n\n●\n\nA family member of the director is, or at any time during the past three years was, an executive officer of the company;\n\n \n\n \n\n●\n\nThe director or a family member of the director is a partner in, controlling shareholder of, or an executive officer of an entity to which the company made, or from which the company received, payments in the current or any of the past three fiscal years that exceed 5% of the recipient’s consolidated gross revenue for that year or $200,000, whichever is greater (subject to certain exclusions);\n\n \n \n\n \n\n \n\n●\n\nThe director or a family member of the director is employed as an executive officer of an entity where, at any time during the past three years, any of the executive officers of the company served on the compensation committee of such other entity; or\n\n \n \n\n \n\n \n\n●\n\nThe director or a family member of the director is a current partner of the company’s outside auditor, or at any time during the past three years was a partner or employee of the company’s outside auditor, and who worked on the company’s audit.\n\n \n \n\n \n\n \n \n\nUnder such definitions, three of our directors can be considered independent.\n\n \n\n**Policy Concerning Related Person Transactions**\n\n \n\nAlternus’ board of directors adopted a related person transaction policy setting forth the policies and procedures for the identification, review and approval or ratification of related person transactions. This policy covers, with certain exceptions set forth in Item 404 of Regulation S-K under the Securities Act, any transaction, arrangement or relationship, or any series of similar transactions, arrangements or relationships, in which we had a related person were or will be participants and the amount involved exceeds $120,000 or 1% of the average of our total assets as of the end of our last two completed fiscal years, including purchases of goods or services by or from the related person or entities in which the related person has a material interest, indebtedness and guarantees of indebtedness. In reviewing and approving any such transactions, our audit committee will consider all relevant facts and circumstances as appropriate, such as the purpose of the transaction, the availability of other sources of comparable products or services, management’s recommendation with respect to the proposed related person transaction and the extent of the related person’s interest in the transaction.\n\n \n\nAll of the transactions described in this section were entered into prior to the adoption of this policy."}