Alternus Clean Energy, Inc.

Item 1A. Risk Factors

In addition to the other information set forth in this report, you should carefully consider the factors discussed in Part I, Item 1A. Risk Factors in our 20245 Annual Report on Form 10-K, which could materially affect our business, financial condition or future results. There have been no material changes during fiscal 20256 to the risk factors that were included in Form 10-K.

, other than as follows:

Impairment of our goodwill and identifiable intangible assets could result in material charges to our results of operations.

We have a significant amount of goodwill and identifiable intangible assets recorded on our balance sheet, all of which resulted from our acquisition of EverOn. As of June 30, 2026, the carrying amounts of our goodwill and identifiable intangible assets were approximately $19.0 million and $36.6 million, respectively. These assets are subject to periodic evaluation for impairment under applicable accounting standards. We test goodwill for impairment annually and at interim periods if events occur or circumstances change that would more likely than not reduce the fair value of a reporting unit below its carrying amount. We evaluate finite-lived intangible assets for impairment when events or changes in circumstances indicate that the carrying amount of the applicable asset or asset group may not be recoverable.

Our impairment assessments require significant judgments and estimates regarding future operating performance and cash flows and, when applicable, estimates of fair value. These estimates may be affected by numerous factors, including changes in the timing or successful execution of our business plans, delays in the commencement or expansion of operations, changes in expected customer demand or anticipated revenues, changes in operating costs or required capital expenditures, changes in expected growth rates or operating margins, increases in interest rates or discount rates, changes in industry or competitive conditions, adverse macroeconomic conditions, technological or regulatory developments and other factors that could affect our expected future cash flows or the value of our businesses.

Our expectations regarding future operating performance and cash flows may not be realized, and events or circumstances occurring in future periods could adversely affect the estimated recoverability or fair value of our goodwill or identifiable intangible assets. If we determine that any of these assets are impaired, we would be required to recognize a non-cash impairment charge. Any such impairment charge could be material and could adversely affect our reported results of operations and financial condition for the period in which the charge is recognized.