ADS-TEC Energy PLC and its subsidiaries (“ADSE”) provide intelligent and decentralized energy storage systems to municipalities, automotive OEMs (Original Equipment Manufacturers), charging operators, dealerships, fleets, residential areas, offices, and industrial sites in North America and Europe. Its scalable systems are designed for use in private homes, public buildings, commercial enterprises, industrial and infrastructure solutions, and self-sufficient energy supply systems, with capacities up to the multi-megawatt range.

ADS-TEC Energy PLC (“ADSE Holdco” or “the Company”) is domiciled at 10 Earlsfort Terrace, Dublin 2 D02 T380, Ireland. The Company is a public limited company incorporated in Ireland. The main operating company is ads-tec Energy GmbH, which is located in Heinrich-Hertz-Str. 1, 72622 Nürtingen, Germany.

The board of directors of ADSE Holdco authorized the unaudited interim condensed consolidated financial statements on September 21, 2026.

The following significant events and transactions have occurred since December 31, 2025.

Shareholder loans

During the reporting period, the credit facilities under two shareholder loans were increased and the applicable interest rates were amended. Additional drawdowns were made under both facilities. Furthermore, the maturity dates of these two shareholder loans, as well as of an additional shareholder loan, were extended. Please refer to Note 4.2.7.

Repurchase of warrants related to convertible notes

In April 2026, Lucerne Capital Master Fund L.P. acquired the rights and warrants related to the May 1, 2025 financing through convertible notes agreements for cash consideration of kUSD 12,500. Subsequently, the Company and Lucerne Capital Master Fund entered into a cancellation agreement pursuant to which these rights and warrants were cancelled for total consideration of kUSD 12,557. As of June 30, 2026, the Company had made a partial payment of kUSD 5,000 (kEUR 4,245), resulting in the cancellation of 742,924 warrants, while 1,084,360 warrants remained outstanding. Please refer to Note 4.2.5.

Exercise of warrants

Following a reduction of the exercise price from USD 6.20 to USD 1.00 per share on April 9, 2026, 5,172,045 Warrants relating to shareholder loans were exercised, generating proceeds of kUSD 5,172 and resulting in the issuance of 5,172,045 Ordinary Shares. In addition, 40,859 public warrants were exercised during the first half of fiscal year 2026, generating cash proceeds of kUSD 470.

As a result, the carrying value of the Company’s warrant liability decreased from kEUR 54,809 as of December 31, 2025, to kEUR 11,396 as of June 30, 2026.

Please refer to Note 4.2.5.

Issue of Subscription Rights

In May 2026, the Company entered into subscription agreements with certain investors, pursuant to which the Company agreed to issue non-transferable subscription rights to purchase up to an aggregate of 11,324,000 Ordinary Shares at an exercise price of $1.00 per Ordinary Share, in exchange for support in connection with the Company’s efforts to simplify its capital structure. On May 8, 2026, and May 28, 2026, investors exercised their rights to subscribe for 9,324,000 Ordinary Shares. As of June 30, 2026, 2,000,000 Ordinary Shares remain outstanding and are exercisable until December 31, 2029.

The Company received gross proceeds of kUSD 9.324 (kEUR 7,947) from the exercise of the subscription rights. The Company intends to use the proceeds for general corporate purposes, which may include working capital, capital expenditure, and other business investments.

Please refer to Note 4.2.4.

Revenue

ADSE develops, produces, and distributes battery storage solutions for different areas of application (“multi-use-case”). The product portfolio encompasses the field of “Charging”, which provides charging solutions for the expansion of e-mobility infrastructure at power-limited network points; the field of ‘Battery Energy Storage Systems’ (‘BESS’), which covers commercial, industrial and infrastructure applications; and the field of ‘Own & Operate’ (‘O&O’), which includes charging, energy trading and other energy-related services. Additionally, ADSE provides its customers with software solutions for intelligent control and monitoring of battery storage solutions. Service revenues include service contracts available for separate purchase or maintenance services. Other revenues relate to miscellaneous income generated in connection with the different revenue streams.

In the first half of the year 2026, 61.8% of revenue was generated from Service. In the prior year period, Charging was the largest revenue stream, contributing 67.1% of total revenue. The following table presents the revenue from contracts with customers disaggregated by revenue stream:

Other expenses primarily consist of expenses for general warranties, travel costs, IT and logistics costs.

Finance income from remeasurement of warrant liabilities in the first half of 2026 in the amount of kEUR 13,794 (2025: kEUR 24,909) resulted from the remeasurement of the fair value of public and private warrant liabilities, warrant liabilities from shareholder loans and warrant liabilities from the convertible notes and was caused by a decline in ADSE’s share price. The foreign currency gains mainly resulted from the valuation of the warrants which are denominated in USD.

In the first half of 2026, finance expense from remeasurement of warrant liabilities in the amount of kEUR 28,898 resulted from the remeasurement of the fair value of public and private warrant liabilities, warrant liabilities from shareholder loans and warrant liabilities from capital increases.

In 2026, interest expenses from shareholder loans amounted to kEUR 786 (2025: kEUR 19,332). This resulted mainly from the effective interest of the shareholder loan.

Other investments include the interests in SKM Speicherkraftwerk Markgröningen GmbH & Co. KG (SKM KG) and in SKM Markgröningen Verwaltungs-GmbH (SKM VW) with a carrying amount of kEUR 32. SKM KG and SKM VW were acquired as shelf companies on March 23, 2026. The purpose of SKM KG is the planning, acquisition, development, construction, and operation of energy storage power plants, as well as the marketing and commercial exploitation of such facilities. SKM VW serves as the general partner and assumes management and representation of the GmbH & Co. KG. As of June 30, 2026, SKM KG did not commence any significant business activities.

Other investments also include a 33% interest in Speicheranlagenbetreibergesellschaft mbH, Nürtingen with a carrying amount of kEUR 820. Speicheranlagenbetreibergesellschaft mbH was established by ADSE GM and two other partners on May 28, 2026, to implement an energy storage project for the City of Nürtingen.

Other assets include a deposit for a rental building amounting to kEUR 137 (December 31, 2025: kEUR 137).

During the first half of 2026, ADSE recognized write-downs of inventories in an amount of kEUR 0 as an expense in the cost of sales in the statement of profit or loss.

As of December 31, 2025, other accrued items included lender warrants for which the exercise conditions had not been met, as the related shareholder loans had not been drawn down. The lender warrants were initially recognized at their fair value on the grant date, adjusted for a 5% probability of drawdown of the related shareholder loans based on management’s assessment and ADSE’s projected cash flow requirements.

Following the restructuring of ADSE’s shareholder loans (please also refer to Note 4.2.7), management has concluded that these shareholder loans are no longer expected to be drawn down in the future. Consequently, other accrued items relating to the lender warrants were derecognized.

The changes in the various components of equity are shown in ADSE’s statements of changes in equity for the past two half-year periods.

In the first half of financial year 2025, the exercise of public, private and shareholder warrants increased the number of outstanding shares by 2,468,837 shares and led to an increase in capital reserves of kEUR 34,168. Moreover, the conversion of debt from the convertible note into equity resulted in an issue of 922,195 shares which increased the capital reserve by kEUR 7,011.

In the first half of financial year 2026, 5,212,904 public warrants and warrants related to shareholder loans were exercised, which led to an increase in capital reserves of kEUR 52,179.

On May 8, 2026, and May 28, 2026, the Company granted non-transferable subscription rights to certain investors to purchase up to an aggregate of 11,324,000 Ordinary Shares at an exercise price of USD 1.00 per Ordinary Share, in exchange for support in connection with the Company’s efforts to simplify its capital structure. On May 8, 2026, 6,324,000 Ordinary Shares were exercised, and on May 28, 2026, a further 3,000,000 Ordinary Shares were exercised. As of June 30, 2026, 2,000,000 Ordinary Shares remain outstanding and are exercisable until December 31, 2029.

Based on management’s judgment, the transaction qualifies as an equity transaction with owners acting in their capacity as owners and therefore falls within the scope of IAS 1.109. In accordance with IAS 1.109, transactions with owners in their capacity as owners are recognized directly in equity and do not affect profit or loss. Consequently, the fair value of the subscription rights at the grant date, amounting to kEUR 100,319 (kUSD 117,328), was recognized within capital reserves, with a corresponding reduction of retained earnings.

Upon the exercise of the subscription rights, the Company received gross cash proceeds of kEUR 7,947 (kUSD 9,324). Net of transaction costs recognized directly in equity, the exercise of the subscription rights resulted in an increase of share capital of EUR 798 and an increase in capital reserves of kEUR 7,852.

Public and private warrants

As of June 30, 2026, the fair value of public and private warrant liabilities amounts to kEUR 5,687 (December 31, 2025: kEUR 8,173) and relates to 5,006,836 public warrants and 2,773,255 private warrants including 100,000 lender warrants issued. In comparison to December 31, 2025, 40,859 public warrants were exercised at an exercise price of 11,50 USD per warrant.

Warrants relating to shareholder loans

On April 9, 2026, the Company issued a Warrant Adjustment Notice to The Lucerne Capital Master Fund, L.P. and The Lucerne Capital Special Opportunity Fund, Ltd. (together, “Lucerne”), reducing the exercise price of the amended and restated warrants dated August 26, 2024 (the “Lucerne Warrants”) from $6.20 to $1.00 per share. Thereafter, Lucerne exercised all 5,172,045 outstanding Lucerne Warrants for aggregate proceeds of kUSD 5,172, and the Company issued 5,172,045 Ordinary Shares to Lucerne, consisting of 5,105,379 shares to Lucerne Master Fund and 66,666 shares to Lucerne Special Opportunity Fund.

Warrants relating to convertible note

Lucerne Master Fund acquired from Alto Opportunity Master Fund SPC – Master Segregated Portfolio B (“Ayrton”), AEMF SPV LLC and AIMF SPV LLC (together, “Anson”) all of their respective rights under that certain Securities Purchase Agreement, dated May 1, 2025, by and among the Company, Ayrton and Anson (the “Ayrton/Anson SPA”), together with the warrants issued thereunder (the “Ayrton/Anson Warrants”), pursuant to (i) a Warrant Purchase Agreement between Lucerne Master Fund and Ayrton dated April 6, 2026, and (ii) Securities Purchase Agreements between Lucerne Master Fund and each of AEMF SPV LLC and AIMF SPV LLC, each dated April 2, 2026, for aggregate cash consideration of kUSD 12,500.

Subsequently, the Company and Lucerne Master Fund entered into a cancellation agreement, pursuant to which Lucerne Master Fund has agreed that rights under the Ayrton/Anson SPA and the Ayrton/Anson Warrants previously acquired by Lucerne Master Fund will be cancelled in consideration of a total cash payment by the Company to Lucerne Master Fund in an amount of kUSD 12,557. Until June 30, 2026, the Company made a partial payment of kUSD 5,000 (kEUR 4,245) towards this obligation. As a result, 742,924 Ayrton/Anson Warrants were cancelled while 1,084,360 warrants remain outstanding. The remaining obligation of kUSD 7,557 (kEUR 6,490) is included in trade and other payables.

Trade payables mainly consist of trade accounts payable and accruals for outstanding invoices.

Accrued expenses mainly relate to employee benefit accruals.

Other payables financial includes the remaining obligation of kUSD 7.557 (kEUR 6.490) from the repurchase of warrants related to convertible notes. See also to Note 4.2.5.

As of June 30, 2026, loans and borrowings include shareholder loans with a book value of kEUR 15,863 and interest payable of kEUR 17 (December 31, 2025: book value of kEUR 5,006 and interest payable of kEUR 5). The shareholder loans are classified as current loans and borrowings.

In the first half of 2026, various tranches of one shareholder loan were combined into one tranche with an aggregate amount of kUSD 25,000, and the interest rate was increased from 10% p.a. to 11% p.a. Furthermore, the maturity date was extended from August 31, 2026, to July 31, 2027. As of the reporting date, the amount of kUSD 500 had been drawn.

Furthermore, another shareholder loan was extended from March 31, 2026, to July 31, 2026. As of June 30, 2026, the nominal amount drawn under this shareholder loan amounted to kUSD 2,580.

On February 25, 2026, another tranche of shareholder loans was amended, increasing the nominal amount from kEUR 5,000 to kEUR 32,500 and the fixed interest rate from 10% p.a. to 16% p.a. In addition, the maturity date of this shareholder loan was extended from June 30, 2026, to July 31, 2027. In the first half of 2026, ADSE drew kEUR 9,780 under this shareholder loan.

The significant decrease in financial liabilities resulted from the exercise of warrants, the remaining obligation arising from the repurchase of warrants related to the convertible note (refer to Note 4.2.5), and the adjusted drawdown probability for shareholder loans (refer to Note 4.2.3).

The business performance of ADSE is not subject to regular seasonal or cyclical fluctuations that affect the unaudited interim condensed financial statements. Thus, the results of the six-month period ended June 30, 2026, may not be indicative of the full year.

Information reported to ADSE’s chief operating decision maker (CODM) for the purposes of resource allocation and assessment of segment performance is focused on the geographic regions of ADSE’s business activities. Therefore, ADSE manages its operations based on two operating segments corresponding to its business activities in Europe and North America.

The CODM has been identified as the board of directors of ADSE Holdco. The board of directors regularly reviews operating results and makes decisions about the allocation of ADSE’s resources. ADSE’s focus is on the research, development and manufacturing of products and services in the fields of energy management, energy storage and e-mobility.

ADSE evaluates segmental performance based on segment revenue and segment earnings before interest, taxes, depreciation and amortization (EBITDA). Inter-segment sales are priced along the same lines as sales to external customers.

Revenues from two major customers of ADSE amounted to kEUR 1,102 and kEUR 914 of ADSE’s total revenues, respectively (2025: two customers, kEUR 6,615 and kEUR 1,312).

Related parties are natural persons or companies that can be influenced by the reporting entity, that can exert an influence on the reporting entity or that are under the influence of another related party of the reporting entity. Transactions between related parties mainly include loans, leases, and management services.

Relationships with related parties have changed since December 31, 2025, due to the acquisition of an investment in Speicheranlagenbetreibergesellschaft mbH (see Note 4.2.1). Furthermore, the Company issued new shares upon the exercise of warrants (see Note 4.2.5) and subscription rights (see Note 4.2.4) to existing shareholders. The Company intends to use the proceeds from the issue of these shares for general corporate purposes, which may include working capital, capital expenditure, and other business investments. With regard to the development of shareholder loans, please refer to Note 4.2.7.

Other than this, there have been no significant changes in related-party relationships. All business transactions, receivables and liabilities with related parties existing at the reporting date result from ordinary business activities and are conducted at arm’s length.

The board of directors of ADSE Holdco authorized the consolidated financial statements on September 21, 2026.