Algonquin Power & Utilities Corp 2025年度报告

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 40-F REGISTRATION STATEMENT PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934ORANNUAL REPORT PURSUANT TO SECTION 13(a) OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2025 Commission File Number 001-37946 ALGONQUIN POWER & UTILITIES CORP. (Exact name of Registrant as specified in its charter)N/A(Translation of Registrant’s name into English (if applicable))Canada(Province or other jurisdiction of incorporation or organization)4911(Primary Standard Industrial Classification Code Number (if applicable))N/A(I.R.S. Employer Identification Number (if applicable))354 Davis RoadOakville, OntarioL6J 2X1, Canada(905) 465-4500(Address and telephone number of Registrant’s principal executive offices)CT Corporation System111 Eighth AvenueNew York, New York 10011(212)894-8940(Name, address (including zip code) and telephone number (including area code)of agent for service in the United States) Securities registered or to be registered pursuant to Section 12(b) of the Act: Securities registered or to be registered pursuant to Section 12(g) of the Act: Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act: None ☒Annual Information Form ☒Audited Annual Financial Statements Indicate the number of outstanding shares of each of the issuer’s classes of capital or common stock as of the close of the periodcovered by the annual report: As of December 31, 2025, there were 768,351,419 Common Shares outstanding. Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Actduring the preceding 12 months (or for such shorter period that the Registrant was required to file such reports) and (2) has beensubject to such filing requirements for the past 90 days. No Yes☒ Indicate by check mark whether the Registrant has submitted electronically every Interactive Data File required to be submittedpursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the Registrant was required tosubmit such files). No Yes☒ Indicate by check mark whether the Registrant is an emerging growth company as defined in Rule 12b-2 of the Exchange Act. Emerging growth company☐ If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if theRegistrant has elected not to use the extended transition period for complying with any new or revised financial accounting standardsprovided pursuant to Section 13(a) of the Exchange Act.☐ The term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting Standards Board toits Accounting Standards Codification after April 5, 2012. Indicate by check mark whether the Registrant has filed a report on and attestation to its management’s assessment of the effectivenessof its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registeredpublic accounting firm that prepared or issued its audit report.☒ If securities are registered pursuant to Section 12(b) of the Exchange Act, indicate by check mark whether the financial statements ofthe Registrant included in the filing reflect the correction of an error to previously issued financial statements.☐ Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-basedcompensation received by any of the Registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).☐ This Annual Report on Form 40-F shall be incorporated by reference into or as an exhibit to, as applicable, the Registrant’sRegistration Statements on Form F-3 (File Nos. 333-220059, 333-227246 and 333-263839), Form F-10 (File No. 333-277803) andForm S-8 (File Nos. 333-177418, 333-213648, 333-213650, 333-218810, 333-232012, 333-238961 and 333-289664) under theSecurities Act of 1933, as amended. ANNUAL INFORMATION FORM The Annual Information Form (the “AIF”) of Algonquin Power & Utilities Corp. (“AQN” or the “Company”) for the fiscal year endedDecember 31, 2025 is filed as Exhibit 99.1 to this annual report on Form 40-F. All capitalized terms used herein but not otherwisedefined herein shall have the meanings given to such terms in the AIF. AUDITED ANNUAL FINANCIAL STATEMENTS The Audited Annual Consolidated Financial Statements of AQN for the fiscal year ended December 31, 2025 (the“ConsolidatedFinancial Statements”) are filed as Exhibit 99.2 to this annual report on Form 40-F. The Management’s Discussion and Analysis for the fiscal year ended December 31, 2025 (the “MD&A”) is filed as Exhibit 99.3 tothis annual report on Form 40-F. DISCLOSURE CONTROLS AND PROCEDURES The information provided under the heading “Disclosure Controls and Procedures” in the MD&A, filed