Advent Technologies Holdings, Inc.

Electrical Equipment & Parts • Industrials • Livermore, CA, United States • ADNWW (NGM)

925 455 9400 5637 La Ribera St., Livermore, CA 94550, United States

Quarter: Q4 2025 Reported: October 22, 2025 Sentiment: Positive

Advent Technologies Holdings, Inc., an advanced materials and technology development company, operates in the fuel cell and hydrogen technology markets in North America and Europe. It develops, manufactures, and assembles fuel cell systems and critical components that determine the performance of hydrogen fuel cells and other energy systems. The company offers high temperature proton exchange membrane (HT-PEM) fuel cells; and electrodes for applications in the fuel cell and energy storage markets, as well as membrane electrode assemblies (MEA). It is also involved in the design of fuel cell stacks and complete fuel cell systems for stationary power, portable power, automotive, aviation, energy storage, and sensor markets. Advent Technologies Holdings, Inc. is headquartered in Livermore, California.

Analysis Summary

Advent Technologies Holdings, Inc. (ADNWW) held its annual meeting of stockholders on October 22, 2025, with 1,307,771 shares present out of 3,291,634 outstanding as of the record date. All seven proposals presented to shareholders received approval, reflecting strong support for the company's governance and strategic direction.

**Detailed Financial Performance Breakdown:**
This Form 8-K filing details the results of the annual meeting of stockholders and does not contain information regarding the company's financial performance, such as revenue, net income, EPS, or growth rates for Q4 2025 or any other period. Therefore, a financial performance breakdown cannot be provided from this transcript.

**Strategic Initiatives and Business Segment Analysis:**
While no specific business segment analysis was provided, the approval of Proposal No. 3, authorizing the potential issuance and sale of 20% or more of common stock (up to $52,000,000) to Hudson Global Ventures, LLC, represents a significant strategic financing initiative. This move suggests the company is positioning itself for capital infusion, likely to fund ongoing operations, research and development, or expansion efforts. The approval of Proposal No. 4, increasing shares under the 2021 Incentive Plan, also indicates a strategic focus on talent retention and motivation.

**Management Commentary and Forward Guidance:**
No direct management commentary or forward-looking guidance on financial performance or operational outlook was included in this filing, as it is solely focused on the outcomes of the stockholder votes.

**Competitive Positioning and Market Trends:**
This document does not offer insights into Advent Technologies' competitive positioning or broader market trends. The focus is internal, on corporate governance and financing mechanisms.

**Risk Factors and Concerns Raised:**
Key risk factors arising from the approved proposals include potential shareholder dilution. Proposal No. 3, allowing the issuance of 20% or more of common stock, could significantly dilute existing shareholders. Similarly, the increase in shares available under the 2021 Incentive Plan (Proposal No. 4) also presents a dilution risk. The necessity for such a substantial capital raise via common stock issuance, while approved, could imply a need for significant funding that might not be fully transparent without further context on its intended use.

**Analyst Q&A Highlights:**
This document is a regulatory filing (Form 8-K) detailing voting results and does not include an analyst Q&A session.

Key Highlights

• Shareholders approved the election of three Class II directors: Marc Seelenfreund, Seth Lukash, and Joseph Celia.
• M&K CPAS, PLLC was ratified as the independent registered public accounting firm for fiscal year 2025.
• Approval was granted for the potential issuance and sale of 20% or more of common stock, up to $52,000,000, to Hudson Global Ventures, LLC.
• The 2021 Incentive Plan was amended to increase the number of shares issuable and incorporate annual increases.
• Executive officer compensation was approved via a non-binding advisory vote.
• Shareholders recommended a 'Every Three Years' frequency for future advisory votes on executive compensation.

Financial Metrics

eps

N/A - Not provided in this annual meeting voting results transcript

revenue

N/A - Not provided in this annual meeting voting results transcript

guidance

net income

N/A - Not provided in this annual meeting voting results transcript

Stock Performance (90 Days)

Data through Dec 26, 2025

Positive Signals

• All seven proposals presented to shareholders were approved, indicating strong investor confidence in current governance and strategic direction.
• Shareholders approved significant capital-raising flexibility through the potential issuance of up to $52 million in common stock.
• The 2021 Incentive Plan was expanded, suggesting a commitment to attracting and retaining talent.
• Executive compensation received a non-binding advisory approval, reflecting satisfaction with leadership's performance.
• The re-election of directors and ratification of auditors ensures continuity and stability in corporate governance.

Risks & Concerns

— Potential significant shareholder dilution from the approved issuance of 20% or more of common stock to Hudson Global Ventures, LLC.
— Further dilution risk from the increase in shares available under the 2021 Incentive Plan.
— The need for a substantial capital raise (up to $52 million) through stock issuance, which, without further context, could imply significant funding requirements or financial pressures.
— A notable number of 'broker non-votes' on several key proposals, indicating a portion of shares not actively participating in all governance decisions.