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PLUG POWER INC

For the period ended Sep 30, 2025. Filed Nov 10, 2025.

View on SEC.gov

About this filing

A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.

Sep 30, 2025 · Filed Nov 10, 2025

PLUG$1.45+7.4%Stored close · as of Nov 6, 2026

What changed in Management’s Discussion and Analysis?

Read the current filing

Previous report: 10-Q

Period ended 2025-06-30; filed 2025-08-11.

0001558370-25-011072

Item 2. – Management’s Discussion and Analysis of Financial Condition and Results of Operations

Current report: 10-Q

Period ended 2025-09-30; filed 2025-11-10.

0001104659-25-109279

Item 2. – Management’s Discussion and Analysis of Financial Condition and Results of Operations

The baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.

Compared 172 previous paragraphs and 178 current paragraphs.

67 unchanged; 79 reworded; 26 added; 17 removed; 9 previous and 6 current paragraphs rearranged.

Tables are not compared: 72 previous and 68 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.

A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.

Added paragraphs (26)

Current report

Including the impact of the inventory valuation adjustments described above, the cost of revenue related to sales of cryogenic equipment and liquefiers increased by $14.8 million during the three months ended September 30, 2025 primarily due to the increase in inventory valuation adjustments, partially offset by the slower rate of progress on existing liquefier projects described above. Cost of revenue related to sales of fuel cell systems increased by $10.2 million primarily due to the increase in inventory valuation adjustments, partially offset by lower labor and overhead costs as a result of rooftop consolidations and restructuring activities. Cost of revenue related to sales of electrolyzer stacks and systems increased by $1.7 million primarily due to the increase in inventory valuation adjustments, partially offset by a decrease in direct material costs. The cost of revenue related to sales of hydrogen infrastructure decreased $3.6 million primarily due to the decrease in the number of hydrogen site installations, with no hydrogen site installations during the three months ended September 30, 2025 compared to three during the three months ended September 30, 2024, partially offset by the increase in inventory valuation adjustments. Finally, there was a decrease in cost of revenue of $1.5 million related to a decrease in sales of engineered equipment from the Frames acquisition due to legacy commitments being fulfilled with no new contractual commitments made. Gross loss generated from sales of equipment, related infrastructure and other increased to (77.2%) for the three months ended September 30, 2025 compared to (39.9%) for the three months ended September 30, 2024. The increase in gross loss was primarily due to the increase in inventory valuation adjustments described above.

Current report

Cost of revenue from sales of equipment, related infrastructure and other during the nine months ended September 30, 2025 decreased $51.6 million, or 12.4%, to $363.3 million from $414.9 million during the nine months ended September 30, 2024. Primarily contributing to the decrease in cost of revenue was a decrease in cost of revenue related to

Current report

sales of fuel cell systems, a decrease in cost of revenue related to sales of hydrogen infrastructure, and lower labor and overhead costs as a result of the 2024 and 2025 rooftop consolidations and restructuring activities, partially offset by an increase in inventory valuation adjustments. During the nine months ended September 30, 2025, the Company recorded inventory valuation adjustments of $90.0 million comprised of: $33.0 million related to electrolyzer stacks and systems, $30.4 million related to fuel cell systems, $19.2 million related to cryogenic equipment and liquefiers, and $7.4 million related to hydrogen infrastructure. During the nine months ended September 30, 2024, the Company recorded inventory valuation adjustments of $64.4 million comprised of: $27.9 million related to electrolyzer stacks and systems, $29.1 million related to fuel cell systems, $3.2 million related to cryogenic equipment and liquefiers, and $4.2 million related to hydrogen infrastructure. The increase in inventory valuation adjustments during the nine months ended September 30, 2025 was primarily due to increased excess and obsolete inventory valuation adjustments resulting from routine reviews of the Company’s inventory levels in comparison to historical and expected future consumption, partially offset by reductions in lower of cost or net realizable value adjustments during the third quarter of 2025. Management continues to actively manage inventory levels and product mix in light of current market conditions and strategic priorities. Additional inventory valuation adjustments may be required in future periods if market conditions deteriorate further or if the Company makes additional strategic decisions to exit product lines or customer segments.

Current report

Cost of revenue from services performed on fuel cell systems and related infrastructure during the nine months ended September 30, 2025 increased $8.7 million, or 24.5%, to $44.5 million from $35.8 million during the nine months

Current report

ended September 30, 2024. The increase in cost of revenue was primarily due to the increase in volume of average number of GenDrive units described above. Additionally, there was an increase in inventory valuation adjustments related to services performed on fuel cell systems and related infrastructure, with $6.9 million recorded during the nine months ended September 30, 2025 compared to $0.2 million during the nine months ended September 30, 2024. The increase in inventory valuation adjustments related to services performed on fuel cell systems and related infrastructure during the nine months ended September 30, 2025 was primarily due to higher excess and obsolete inventory adjustments on service-related parts due to demand of the Company’s mid-market hydrogen infrastructure offering. Gross margin increased to 15.9% for the nine months ended September 30, 2025 compared to 11.0% for the nine months ended September 30, 2024. The increase in gross margin was primarily due to increase in service rates negotiated with certain customers.

Current report

Cost of revenue from fuel delivered to customers during the nine months ended September 30, 2025 increased $17.0 million, or 9.8%, to $189.4 million from $172.4 million during the nine months ended September 30, 2024. The increase was primarily due to an increase in volume of fuel delivered to customers during the nine months ended September 30, 2025 described above. Gross loss decreased to (89.8%) during the nine months ended September 30, 2025 compared to (121.2%) during the nine months ended September 30, 2024. The decrease in gross loss was primarily due to increased fuel prices negotiated with certain customers.

Current report

Selling, general and administrative expenses for the nine months ended September 30, 2025 increased $24.6 million, or 9.7%, to $279.3 million from $254.7 million for the nine months ended September 30, 2024. The increase was primarily due to an increase in contract renegotiation costs of $40.3 million, partially offset by a decrease in stock compensation of $20.4 million.

Current report

the nine months ended September 30, 2025. Please refer to Note 2, “Summary of Significant Accounting Policies,” for further information.

Current report

On July 8, 2025, the Company issued to Yorkville a warrant to purchase 31,500,000 shares of common stock (“15.00% Secured Debenture Warrant”) with an exercise price of $1.37 per share. During the three months ended September 30, 2025, Yorkville exercised a portion of the 15.00% Secured Debenture Warrant for 21,500,000 shares of the Company’s common stock for proceeds of $29.5 million.

Current report

During the three months ended September 30, 2025, Yorkville exercised a portion of the 15.00% Secured Debenture Warrant for 21,500,000 shares of the Company’s common stock for net proceeds of $29.5 million.

Current report

On October 8, 2025, the Company entered into a warrant inducement agreement with the holder of the Common Warrants. Please refer to Note 21, “Subsequent Events,” for further information.

Current report

The following table summarizes the total interest expense and effective interest rate related to the 15.00% Secured Debenture during the three and nine months ended September 30, 2025 (in thousands, except for the effective interest rate):

Current report

As of September 30, 2025, the Company was in compliance with all debt covenants associated with the 15.00% Secured Debenture.

Current report

The following table summarizes the total interest expense and effective interest rate related to the 7.00% Convertible Senior Notes during the three and nine months ended September 30, 2025 and 2024 (in thousands, except for the effective interest rate):

Current report

As of September 30, 2025, the Company was in compliance with all debt covenants associated with the 7.00% Convertible Senior Notes.

Current report

The Company evaluates its long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of such assets may not be recoverable. The recoverability of these assets is assessed by comparing the carrying value of such assets to the estimated undiscounted future cash flows expected to result from their use and eventual disposition. If the carrying value exceeds the undiscounted cash flows, an impairment loss is recognized to the extent the carrying value exceeds the estimated fair value.

Current report

As disclosed in the 2024 Form 10-K, if circumstances require a long-lived asset or asset group to be tested for impairment, the Company first compares undiscounted cash flows expected to be generated by that asset or asset group to its carrying amount. If the carrying amount of the long-lived asset or asset group is not recoverable on an undiscounted cash flow basis, an impairment is recognized to the extent that the carrying amount exceeds its fair value. In making these determinations, the Company uses certain assumptions, including, but not limited to: (i) estimated fair value of the assets; and (ii) estimated, undiscounted future cash flows expected to be generated by these assets, which are based on additional assumptions such as asset utilization, length of service, the asset will be used in the Company’s operations, and (iii) estimated residual values. Fair value is determined using various valuation techniques including discounted cash flow models, quoted market values and third-party independent appraisals, as considered necessary.

Current report

During 2025, events and circumstances indicated that long-lived assets for certain asset groups were impaired. As a result, management continues to closely monitor the results of the Company’s asset groups including the status of

Current report

hydrogen projects in development and related sources of funding (for example, the Company’s loan program with the Department of Energy), recent trends in our business, and our liquidity, in addition to operational initiatives and macroeconomic conditions that may affect the recoverability of the Company’s long-lived assets. As such, the current performance of the Company’s operations introduces an elevated risk for impairment for our long-lived assets. If the Company does not achieve anticipated improvements in cash flows, additional impairment charges could be required in future periods which could be material to the Company’s unaudited condensed consolidated financial statements.

Current report

On May 30, 2023, HyVia entered into a government grant agreement with Bpifrance. During the third quarter of 2025, a court determined that the Company was no longer liable for the guarantee. During the three months ended September 30, 2025, the Company released the liability related to this guarantee.

Current report

During the third quarter of 2025, the Company finalized the renegotiation of a supplier arrangement that previously contained minimum purchase requirements. In connection with the negotiations, the Company modified its unconditional purchase obligation and recorded a liability of $20.2 million in contingent consideration, loss accrual for service contracts, and other current liabilities and $20.1 million in contingent consideration, loss accrual for service contracts, and other liabilities in the unaudited interim condensed consolidated balance sheets as of September 30, 2025. The Company recorded a $12.0 million liability during the first half of 2025 related to initial negotiations of the same supplier arrangement. During the three and nine months ended September 30, 2025, the Company recorded $28.3 million and $40.3 million in selling, general and administrative expenses in the unaudited interim condensed consolidated statements of operations, respectively.
Removed paragraphs (17)

Previous report

fuel delivered to customers and related equipment increased to $4.6 million for the three months ended June 30, 2025 compared to $2.9 million for the three months ended June 30, 2024.

Previous report

Cost of revenue from sales of equipment, related infrastructure and other during the six months ended June 30, 2025 decreased $73.2 million, or 27.6%, to $191.8 million from $265.0 million during the six months ended June 30, 2024. Primarily contributing to the decrease in cost of revenue was a decrease in cost of revenue related to sales of fuel cell systems, a decrease in cost of revenue related to sales of hydrogen infrastructure, a decrease in inventory valuation adjustments and lower labor and overhead costs as a result of the 2024 and 2025 rooftop consolidations and restructuring activities. Cost of revenue related to sales of fuel cell systems decreased by $43.1 million primarily due to a decrease in volume of GenDrive units sold, with 1,587 units sold during the six months ended June 30, 2025 compared to 2,023 units sold during the six months ended June 30, 2024. In addition, inventory valuation adjustments decreased, with $10.2 million recorded during the six months ended June 30, 2025 compared to $25.8 million during the six months ended June 30, 2024. The decrease in inventory valuation adjustments during the six months ended June 30, 2025 was primarily related to higher sales prices on recently signed contracts with customers resulting in decreased lower of cost or net realizable valuation adjustments. The cost of revenue related to sales of hydrogen infrastructure decreased $13.5 million primarily

Previous report

Cost of revenue from services performed on fuel cell systems and related infrastructure during the six months ended June 30, 2025 decreased $2.2 million, or 8.4%, to $24.5 million from $26.7 million during the six months ended June 30, 2024. The decrease in cost of revenue was primarily due to improved performance of our units, which resulted in a reduced parts usage and reduced labor costs at customer sites. Gross margin increased to 26.4% for the six months ended June 30, 2025 compared to gross loss of (2.4%) for the six months ended June 30, 2024. The increase in gross margin was primarily due to increase in service rates negotiated with certain customers as well as the decreases in cost of revenue described above.

Previous report

Cost of revenue from fuel delivered to customers during the six months ended June 30, 2025 increased $8.1 million, or 6.9%, to $125.0 million from $116.9 million during the six months ended June 30, 2024. The increase was primarily due to increased costs of purchased fuel as well as an increase in volume of fuel delivered to customers. Gross loss decreased to (95.7%) during the six months ended June 30, 2025 compared to (142.6%) during the six months ended June 30, 2024. The decrease in gross loss was primarily due to increased fuel prices negotiated with certain customers.

Previous report

Selling, general and administrative expenses for the six months ended June 30, 2025 increased $5.6 million, or 3.5%, to $168.7 million from $163.1 million for the six months ended June 30, 2024. The increase was primarily due to an increase in contract exit costs and bad debt expenses, partially offset by a decrease in stock compensation.

Previous report

In addition to the proceeds described above, the Company expects to have savings resulting from the restructuring plan announced in March 2025 (the “2025 Restructuring Plan”). The 2025 Restructuring Plan includes initiatives to reduce our workforce, realign the Company’s manufacturing footprint and streamline the organization to enhance operational efficiency and improve overall liquidity. The expected annual savings from the 2025 Restructuring Plan are expected to be significant and began to be realized in the second half of 2025.

Previous report

Each Common Warrant or Pre-Funded Warrant is exercisable solely by means of a cash exercise, except that a Common Warrant or Pre-Funded Warrant will be exercisable via cashless exercise if at the time of exercise, a registration statement registering the issuance of the shares of common stock underlying the Common Warrants and Pre-Funded Warrants under the Securities Act is not then effective or the prospectus contained therein is not available. The Common Warrants and Pre-Funded Warrants include certain rights upon “fundamental transactions” as described in the Common

Previous report

Warrants and Pre-Funded Warrants, including the right of the holders thereof to receive from the Company or a successor entity the same type or form of consideration (and in the same proportion) that is being offered and paid to the holders of common stock in such fundamental transaction with respect to the unexercised portion of the applicable Common Warrants or Pre-Funded Warrants immediately prior to such fundamental transaction. Alternatively, the holder of a Common Warrant shall have the right to receive the cash value of the remaining unexercised portion of its Common Warrants upon a fundamental transaction, such value to be calculated using the Black-Scholes Option Pricing Model, as described in the Common Warrants. A holder of the Common Warrants or Pre-Funded Warrants (together with its affiliates) may not exercise any portion of a Common Warrant or Pre-Funded Warrant to the extent that the holder would beneficially own more than 4.99% (or, as may be increased upon written notice at the election of the holder, up to 9.99%) of the Company’s outstanding Common Stock immediately after exercise.

Previous report

In connection with the closing of the Secured Debenture Purchase Agreement, within five days of the date on which the Company obtains stockholder approval to increase the number of its authorized shares of common stock or to complete a reverse stock split, the Company agreed to issue to Yorkville the 15.00% Secured Debenture Warrant to purchase 31,500,000 shares of common stock. The 15.00% Secured Debenture Warrant was recorded to equity at a fair value of $6.1 million on the date of the funding of the initial tranche of the 15.00% Secured Debenture under the Secured Debenture Purchase Agreement. The Company issued the 15.00% Secured Debenture Warrant on July 8, 2025. Refer to Note 11, “Stockholders’ Equity”, and Note 21, “Subsequent Events”, for further information.

Previous report

In certain circumstances, Yorkville is permitted to convert up to $22.5 million aggregate principal amount of the 6.00% Convertible Debenture plus accrued and unpaid interest thereon, each calendar month beginning with December 2024, at a conversion price equal to the lower of (1) $2.90 (which was reset to $1.51 in connection with the Offering (the “Fixed Price”)) and (2) 97.25% of the lowest daily volume-weighted average price for the Company’s common stock during the three trading days immediately preceding the applicable conversion date; provided that such Market Price is not less than $0.3941 (the “Floor Price”). During the three months ended June 30, 2025, the Company used a portion of the net proceeds from the initial tranche of the 15.00% Secured Debenture to retire $60.0 million of principal on the 6.00% Convertible Debenture. During the three months ended June 30, 2025, Yorkville converted $82.5 million aggregate principal amount of the 6.00% Convertible Debenture into cash and $20.0 million aggregate principal amount of the 6.00% Convertible Debenture into 28,295,151 shares of the Company’s common stock. During the six months ended June 30, 2025, Yorkville converted $127.5 million aggregate principal amount of the 6.00% Convertible Debenture into cash and $50.0 million aggregate principal amount of the 6.00% Convertible Debenture into 38,736,057 shares of the Company’s common stock. The 6.00% Convertible Debenture was fully settled as of June 30, 2025.

Previous report

The following table summarizes the total interest expense and effective interest rate related to the 6.00% Convertible Debenture during the three and six months ended June 30, 2025 (in thousands, except for the effective interest rate):

Previous report

The following table summarizes the total interest expense and effective interest rate related to the 7.00% Convertible Senior Notes during the three and six months ended June 30, 2025 and 2024 (in thousands, except for the effective interest rate):

Previous report

The following table summarizes the total interest expense and effective interest rate related to the 3.75% Convertible Senior Notes during the three and six months ended June 30, 2025 and 2024 (in thousands, except for the effective interest rate):

Previous report

On January 16, 2025, Plug Power Energy Loan Borrower LLC, a wholly owned indirect subsidiary of the Company, finalized a loan guarantee of up to $1.66 billion with the U.S. Department of Energy (the “DOE”) through the DOE’s Loan Program Office to finance the development, construction, and ownership of up to six green hydrogen production facilities.

Previous report

On May 30, 2023, HyVia entered into a government grant agreement with Bpifrance. As part of the agreement, our wholly-owned subsidiary, Plug Power France, was required to issue a guarantee to Bpifrance in the amount of €20.0 million through the end of January 2027. Plug Power France is liable to the extent of the guarantee for sums due to Bpifrance from HyVia under the agreement based on the difference between the total amount paid by Bpifrance and the final amount certified by HyVia and Bpifrance. As part of the agreement, there were certain milestones that HyVia was required to meet, and the nonperformance of these milestones or termination of this agreement could result in this guarantee being called upon. As of June 30, 2025, no payments related to this guarantee have been made, however the Company recorded a liability of $2.2 million related to this guarantee based on the Company’s estimate of the guarantee being called upon.

Previous report

The Company is renegotiating a supplier arrangement and expects that it will pay a fee in connection with such renegotiation. In connection, the Company has recorded approximately $12.0 million to the selling, general and administrative line in the unaudited interim condensed consolidated statements of operations during the six months ended June 30, 2025.
Reworded paragraphs (79)

Previous wording

The risks included here are not exhaustive, and additional factors could adversely affect our business and financial performance, including factors and risks discussed in the section titled “Risk Factors” included under Part I, Item 1A, in our 2024 Form 10-K and supplemented by Part II, Item 1A of the Quarterly Report on Form 10-Q for the quarter ended March 31, 2025. Moreover, we operate in a very competitive and rapidly changing environment. New risk factors emerge from time to time, and it is not possible for management to predict all such risk factors, nor can we assess the impact of all such risk factors on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from these contained in any forward-looking statements. While forward-looking statements reflect our good faith beliefs, they are not guarantees of future performance. These forward-looking statements speak only as of the date on which the statements were made. Except as may be required by applicable law, we do not undertake or intend to update any forward-looking statements after the date of this Quarterly Report on Form 10-Q.

Current wording

The risks included here are not exhaustive, and additional factors could adversely affect our business and financial performance, including factors and risks discussed in the section titled “Risk Factors” included under Part I, Item 1A, in our 2024 Form 10-K and supplemented by Part II, Item 1A of the Quarterly Report on Form 10-Q for the quarter ended March 31, 2025 and Part II, Item 1A of this Quarterly Report on Form 10-Q. Moreover, we operate in a very competitive and rapidly changing environment. New risk factors emerge from time to time, and it is not possible for management to predict all such risk factors, nor can we assess the impact of all such risk factors on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from these contained in any forward-looking statements. While forward-looking statements reflect our good faith beliefs, they are not guarantees of future performance. These forward-looking statements speak only as of the date on which the statements were made. Except as may be required by applicable law, we do not undertake or intend to update any forward-looking statements after the date of this Quarterly Report on Form 10-Q.

Previous wording

The amount of provision for the Amazon and Walmart warrants recorded as a reduction of revenue during the three and six months ended June 30, 2025 and 2024, respectively, is shown in the table below (in thousands):

Current wording

The amount of provision for the Amazon and Walmart warrants recorded as a reduction of revenue during the three and nine months ended September 30, 2025 and 2024, respectively, is shown in the table below (in thousands):

Previous wording

Net revenue, cost of revenue, gross profit/(loss) and gross margin/(loss) during the three and six months ended June 30, 2025 and 2024 were as follows (in thousands):

Current wording

Net revenue, cost of revenue, gross profit/(loss) and gross margin/(loss) during the three and nine months ended September 30, 2025 and 2024 were as follows (in thousands):

Previous wording

Revenue – sales of equipment, related infrastructure and other. Revenue from sales of equipment, related infrastructure and other represents sales of our GenDrive units, GenSure stationary backup power units, cryogenic delivery and storage, hydrogen liquefaction systems, electrolyzers and hydrogen fueling infrastructure (referred to at the site level as hydrogen installations). Revenue from sales of equipment, related infrastructure and other for the three months ended June 30, 2025 increased $22.4 million, or 29.2%, to $99.2 million from $76.8 million for the three months ended June 30, 2024. Primarily contributing to the increase in revenue was an increase in sales of electrolyzers systems globally. Revenue from sales of electrolyzers increased $29.8 million primarily due to an increase in volume of electrolyzer systems for which revenue was recognized. The increase in revenue related to sales of fuel cell systems of $2.4 million was primarily due to an increase in volume of GenSure units sold, with 133 units sold during the three months ended June 30, 2025 compared to 67 units sold during the three months ended June 30, 2024. Partially offsetting these increases in revenue, there was a decrease in revenue from sales of hydrogen infrastructure of $1.6 million due to volume, with three hydrogen site installations during the three months ended June 30, 2025 compared to five during the three months ended June 30, 2024. Additionally, there was a decrease of $4.1 million related to the sales of engineered oil and gas equipment from the Frames acquisition, for which sales are not expected to continue beyond current commitments. Additionally, revenue from sales of cryogenic equipment and liquefiers decreased $4.1 million during the three months ended June 30, 2025 primarily due to product mix with respect to cryogenic equipment and fewer existing liquefier projects compared to the three months ended June 30, 2024. Included in the changes described above, the provision for common stock warrants recorded as a reduction of revenue from sales of equipment, related infrastructure and other increased to $1.3 million for the three months ended June 30, 2025 compared to $0.7 million for the three months ended June 30, 2024.

Current wording

Revenue – sales of equipment, related infrastructure and other. Revenue from sales of equipment, related infrastructure and other represents sales of our GenDrive units, GenSure stationary backup power units, cryogenic delivery and storage, hydrogen liquefaction systems, electrolyzers and hydrogen fueling infrastructure (referred to at the site level as hydrogen installations). Revenue from sales of equipment, related infrastructure and other for the three months ended September 30, 2025 decreased $10.3 million, or 9.7%, to $96.8 million from $107.1 million for the three months ended September 30, 2024. Primarily contributing to the decrease in revenue was a decrease in revenue from sales of hydrogen infrastructure of $11.1 million due to volume, with no hydrogen site installations during the three months ended September 30, 2025 compared to three site installations during the three months ended September 30, 2024. Additionally, there was a decrease of $5.7 million related to the sales of engineered oil and gas equipment from the Frames acquisition due to legacy commitments being fulfilled with no new contractual commitments made. Partially offsetting these decreases in revenue, revenue from sales of electrolyzers increased $7.6 million during the three months ended September 30, 2025 primarily due to customer and product mix. Included in the changes described above, the provision for common stock warrants recorded as a reduction of revenue from sales of equipment, related infrastructure and other increased to $1.1 million for the three months ended September 30, 2025 compared to $0.5 million for the three months ended September 30, 2024.

Previous wording

Revenue from sales of equipment, related infrastructure and other for the six months ended June 30, 2025 increased $17.6 million, or 12.1%, to $162.7 million from $145.1 million for the six months ended June 30, 2024. Revenue from sales of electrolyzers increased $37.7 million primarily due to an increase in volume of electrolyzer systems for which revenue was recognized. In addition, the increase in revenue related to sales of fuel cell systems of $0.1 million was primarily due to the increase in volume of GenSure units sold discussed above, partially offset by a decrease in volume of GenDrive units sold during the six months ended June 30, 2025. Partially offsetting these increases in revenue, the decrease in revenue from sales of hydrogen infrastructure of $8.3 million was primarily due to volume, with four hydrogen site installations during the six months ended June 30, 2025 compared to eight during the six months ended June 30, 2024.

Current wording

Revenue from sales of equipment, related infrastructure and other for the nine months ended September 30, 2025 increased $7.3 million, or 2.9%, to $259.5 million from $252.2 million for the nine months ended September 30, 2024. Revenue from sales of electrolyzers increased $45.3 million during the nine months ended September 30, 2025 primarily due to an increase in volume of electrolyzer systems. In addition, the increase in revenue related to sales of fuel cell systems of $2.6 million was primarily due to an increase in volume of GenSure units sold, partially offset by a decrease in volume of GenDrive units sold, with 2,127 units sold during the nine months ended September 30, 2025 compared to 2,545 units sold during the nine months ended September 30, 2024. Partially offsetting these increases in revenue, the decrease in revenue from sales of hydrogen infrastructure of $19.4 million was primarily due to volume, with four hydrogen site installations during the nine months ended September 30, 2025 compared to 11 site installations during the nine months ended September 30, 2024. Additionally, there was a decrease of $12.5 million related to the sales of engineered oil and gas equipment from the Frames acquisition due to legacy commitments being fulfilled with no new contractual commitments made. Additionally, revenue from sales of cryogenic equipment and liquefiers decreased $8.7 million during

Previous wording

Additionally, there was a decrease of $6.8 million related to the sales of engineered oil and gas equipment from the Frames acquisition, for which sales are not expected to continue beyond current commitments. Additionally, revenue from sales of cryogenic equipment and liquefiers decreased $5.1 million during the six months ended June 30, 2025 primarily due to a slower rate of progress on existing liquefier projects as they near completion compared to the six months ended June 30, 2024. Included in the changes described above, the provision for common stock warrants recorded as a reduction of revenue from sales of equipment, related infrastructure and other decreased to $2.2 million for the six months ended June 30, 2025 compared to $2.9 million for the six months ended June 30, 2024.

Current wording

the nine months ended September 30, 2025 primarily due to a slower rate of progress on existing liquefier projects as they near completion compared to the nine months ended September 30, 2024. Included in the changes described above, the provision for common stock warrants recorded as a reduction of revenue from sales of equipment, related infrastructure and other decreased to $3.3 million for the nine months ended September 30, 2025 compared to $3.4 million for the nine months ended September 30, 2024.

Previous wording

Revenue – services performed on fuel cell systems and related infrastructure. Revenue from services performed on fuel cell systems and related infrastructure represents revenue earned on our service and maintenance contracts and sales of spare parts. Revenue from services performed on fuel cell systems and related infrastructure for the three months ended June 30, 2025 increased $3.4 million, or 25.6%, to $16.4 million from $13.0 million for the three months ended June 30, 2024. The increase in revenue from services performed on fuel cell systems and related infrastructure was primarily due to increase in service rates negotiated with certain customers. In addition, the average number of GenDrive units under maintenance contracts during the three months ended June 30, 2025 increased to 23,846 compared to 21,940 during the three months ended June 30, 2024. Included in the change described above, the provision for common stock warrants recorded as a reduction of revenue from services performed on fuel cell systems and related infrastructure increased to $1.3 million during the three months ended June 30, 2025 compared to $0.5 million during the six months ended June 30, 2024.

Current wording

Revenue – services performed on fuel cell systems and related infrastructure. Revenue from services performed on fuel cell systems and related infrastructure represents revenue earned on our service and maintenance contracts and sales of spare parts. Revenue from services performed on fuel cell systems and related infrastructure for the three months ended September 30, 2025 increased $5.6 million, or 39.5%, to $19.7 million from $14.1 million for the three months ended September 30, 2024. The increase in revenue from services performed on fuel cell systems and related infrastructure was primarily due volume as the average number of GenDrive units under maintenance contracts during the three months ended September 30, 2025 increased to approximately 24,000 compared to approximately 22,000 during the three months ended September 30, 2024. Included in the change described above, the provision for common stock warrants recorded as a reduction of revenue from services performed on fuel cell systems and related infrastructure increased to $2.2 million during the three months ended September 30, 2025 compared to $0.6 million during the three months ended September 30, 2024.

Previous wording

Revenue from services performed on fuel cell systems and related infrastructure for the six months ended June 30, 2025 increased $7.1 million, or 27.6%, to $33.2 million from $26.1 million for the six months ended June 30, 2024. The increase in revenue from services performed on fuel cell systems and related infrastructure was related to the increase in number of units in service and increases in service rates during the six months ended June 30, 2025 compared to the six months ended June 30, 2024, as discussed above, coupled with an increase in service rates negotiated with certain customers. Included in the change described above, the provision for common stock warrants recorded as a reduction of revenue from services performed on fuel cell systems and related infrastructure increased to $2.9 million during the six months ended June 30, 2025 compared to $1.0 million during the six months ended June 30, 2024.

Current wording

Revenue from services performed on fuel cell systems and related infrastructure for the nine months ended September 30, 2025 increased $12.8 million, or 31.8%, to $53.0 million from $40.2 million for the nine months ended September 30, 2024. The increase in revenue from services performed on fuel cell systems and related infrastructure was related to the increase in number of units in service and increases in service rates during the nine months ended September 30, 2025 compared to the nine months ended September 30, 2024, as discussed above, coupled with an increase in service rates negotiated with certain customers during the second quarter of 2024. Included in the change described above, the provision for common stock warrants recorded as a reduction of revenue from services performed on fuel cell systems and related infrastructure increased to $5.1 million during the nine months ended September 30, 2025 compared to $1.6 million during the nine months ended September 30, 2024.

Previous wording

Revenue – power purchase agreements. Revenue from Power Purchase Agreements (“PPAs”) represents payments received from customers for power generated through the provision of equipment and service. Revenue from PPAs for the three months ended June 30, 2025 increased $3.9 million, or 20.1%, to $23.6 million from $19.7 million for the three months ended June 30, 2024. The increase in revenue was a result of an increase in pricing rates during the second quarter of 2025 compared to the second quarter of 2024, partially offset by an increase in the provision for common stock warrants. Included in the change described above, the provision for common stock warrants recorded as a reduction of revenue from PPAs increased to $2.2 million during the three months ended June 30, 2025 compared to $1.7 million during the three months ended June 30, 2024.

Current wording

Revenue – power purchase agreements. Revenue from Power Purchase Agreements (“PPAs”) represents payments received from customers for power generated through the provision of equipment and service. Revenue from PPAs for the three months ended September 30, 2025 increased $4.1 million, or 20.3%, to $24.6 million from $20.5 million for the three months ended September 30, 2024. The increase in revenue was a result of higher pricing rates implemented during the first half of 2025, partially offset by an increase in the provision for common stock warrants. Included in the change described above, the provision for common stock warrants recorded as a reduction of revenue from PPAs increased to $2.3 million during the three months ended September 30, 2025 compared to $1.6 million during the three months ended September 30, 2024.

Previous wording

Revenue from PPAs for the six months ended June 30, 2025 increased $8.8 million, or 23.3%, to $46.8 million from $38.0 million for the six months ended June 30, 2024. The increase in revenue was a result of an increase in pricing rates during the first half of 2025 compared to the first half of 2024, partially offset by an increase in the provision for common stock warrants. Included in the change described above, the provision for common stock warrants recorded as a reduction of revenue from PPAs increased to $4.4 million during the six months ended June 30, 2025 compared to $2.8 million during the six months ended June 30, 2024.

Current wording

Revenue from PPAs for the nine months ended September 30, 2025 increased $13.0 million, or 22.3%, to $71.4 million from $58.4 million for the nine months ended September 30, 2024. The increase in revenue was a result of higher pricing rates implemented during the first half of 2025 compared to the first three quarters of 2024, partially offset by an increase in the provision for common stock warrants. Included in the change described above, the provision for common stock warrants recorded as a reduction of revenue from PPAs increased to $6.6 million during the nine months ended September 30, 2025 compared to $4.4 million during the nine months ended September 30, 2024.

Previous wording

Revenue – fuel delivered to customers and related equipment. Revenue from fuel delivered to customers and related equipment represents the sale of hydrogen that has been purchased by the Company from a third party or generated at our hydrogen production plants. Revenue from fuel delivered to customers and related equipment during the three months ended June 30, 2025 increased $4.5 million, or 15.1%, to $34.4 million from $29.9 million during the three months ended June 30, 2024. The increase in revenue was primarily due to increased fuel prices negotiated with certain customers and an increase in volume of fuel kilograms sold, partially offset by an increase in the provision for common stock warrants. Included in the change described above, the provision for common stock warrants recorded as a reduction of revenue from

Current wording

Revenue – fuel delivered to customers and related equipment. Revenue from fuel delivered to customers and related equipment represents the sale of hydrogen that has been purchased by the Company from a third party or generated at our hydrogen production plants. Revenue from fuel delivered to customers and related equipment during the three months ended September 30, 2025 increased $6.1 million, or 20.5%, to $35.9 million from $29.8 million during the three months ended September 30, 2024. The increase in revenue was primarily due to an increase in volume of fuel kilograms sold during the three months ended September 30, 2025 by approximately 17.9%, partially offset by an increase in the provision for common stock warrants. Included in the change described above, the provision for common stock warrants recorded as a reduction of revenue from fuel delivered to customers and related equipment increased to $5.3 million for the three months ended September 30, 2025 compared to $3.2 million for the three months ended September 30, 2024.

Previous wording

Revenue from fuel delivered to customers and related equipment during the six months ended June 30, 2025 increased $15.7 million, or 32.6%, to $63.9 million from $48.2 million during the six months ended June 30, 2024. The increase in revenue was primarily due to increased fuel prices negotiated with certain customers and an increase in volume of fuel kilograms sold, partially offset by an increase in the provision for common stock warrants. Included in the change described above, the provision for common stock warrants recorded as a reduction of revenue from fuel delivered to customers and related equipment increased to $9.1 million for the six months ended June 30, 2025 compared to $3.6 million for the six months ended June 30, 2024.

Current wording

Revenue from fuel delivered to customers and related equipment during the nine months ended September 30, 2025 increased $21.8 million, or 28.0%, to $99.8 million from $78.0 million during the nine months ended September 30, 2024. The increase in revenue was primarily due to increased fuel prices negotiated with certain customers during the second quarter of 2024 and an increase in volume of fuel kilograms sold during the nine months ended September 30, 2025 by approximately 16.2%, partially offset by an increase in the provision for common stock warrants. Included in the change described above, the provision for common stock warrants recorded as a reduction of revenue from fuel delivered to customers and related equipment increased to $14.4 million for the nine months ended September 30, 2025 compared to $6.9 million for the nine months ended September 30, 2024.

Previous wording

*Cost of revenue – sales of equipment, related infrastructure and other.*Cost of revenue from sales of equipment, related infrastructure and other includes direct materials, labor costs, and allocated overhead costs related to the manufacture of our fuel cells such as GenDrive units and GenSure stationary back-up power units, cryogenic delivery and storage, hydrogen liquefaction systems, electrolyzers and hydrogen fueling infrastructure (referred to at the site level as hydrogen installations). Cost of revenue from sales of equipment, related infrastructure and other during the three months ended June 30, 2025 decreased $12.6 million, or 9.7%, to $117.3 million from $129.9 million during the three months ended June 30, 2024. Primarily contributing to the decrease in cost of revenue was a decrease in cost of revenue related to sales of fuel cell systems, a decrease in inventory valuation adjustments and lower labor and overhead costs as a result of the 2024 and 2025 rooftop consolidations and restructuring activities. Cost of revenue related to sales of fuel cell systems decreased by $11.4 million primarily due to favorable product mix with respect to GenDrive units and lower labor and overhead costs resulting from the Company’s restructuring activities. The cost of revenue related to sales of hydrogen infrastructure decreased $3.1 million primarily due to the decrease in the number of hydrogen site installations, with three hydrogen site installations during the three months ended June 30, 2025 compared to five during the three months ended June 30, 2024. The cost of revenue related to sales of cryogenic equipment and liquefiers decreased $3.2 million during the three months ended June 30, 2025 primarily due to product mix with respect to cryogenic equipment and fewer existing liquefier projects compared to the three months ended June 30, 2024. Finally, there was a decrease in cost of revenue of $2.1 million related to a decrease in sales of engineered equipment from the Frames acquisition, for which sales are not expected to continue beyond current commitments. Cost of revenue related to sales of electrolyzer stacks and systems increased by $7.2 million primarily due to an increase in volume of electrolyzer systems for which revenue was recognized, partially offset by a decrease in inventory valuation adjustments, with $3.4 million recorded during the three months ended June 30, 2025 compared to $7.2 million during the three months ended June 30, 2024. The decrease in inventory valuation adjustments during the three months ended June 30, 2025 was primarily related to higher sales prices on recently signed contracts with customers resulting in decreased lower of cost or net realizable valuation adjustments. Gross loss generated from sales of equipment, related infrastructure and other decreased to (18.3%) for the three months ended June 30, 2025 compared to (69.2%) for the three months ended June 30, 2024. The decrease in gross loss was primarily…

Excerpt shortened here; the source contains the full paragraph.

Current wording

*Cost of revenue – sales of equipment, related infrastructure and other.*Cost of revenue from sales of equipment, related infrastructure and other includes direct materials, labor costs, and allocated overhead costs related to the manufacture of our fuel cells such as GenDrive units and GenSure stationary back-up power units, cryogenic delivery and storage, hydrogen liquefaction systems, electrolyzers and hydrogen fueling infrastructure (referred to at the site level as hydrogen installations). Cost of revenue from sales of equipment, related infrastructure and other during the three months ended September 30, 2025 increased $21.6 million, or 14.4%, to $171.5 million from $149.9 million during the three months ended September 30, 2024. The increase to cost of revenue from sales of equipment, related infrastructure and other was primarily due to an increase in inventory valuation adjustments during the three months ended September 30, 2025, with $65.4 million recorded comprised of: $21.3 million related to electrolyzer stacks and systems, $20.2 million related to fuel cell systems, $17.7 million related to cryogenic equipment and liquefiers, and $6.2 million related to hydrogen infrastructure. During the three months ended September 30, 2024, the Company recorded inventory valuation adjustments of $12.3 million comprised of: $6.5 million related to electrolyzer stacks and systems, $3.4 million related to fuel cell systems, $1.1 million related to cryogenic equipment and liquefiers, and $1.3 million related to hydrogen infrastructure. The increase in inventory valuation adjustments during the three months ended September 30, 2025 was primarily due to increased excess and obsolete inventory valuation adjustments resulting from routine reviews of the Company’s inventory levels in comparison to historical and expected future consumption, partially offset by reductions in lower of cost or net realizable value adjustments during the third quarter of 2025. Management continues to actively manage inventory levels and product mix in light of current market conditions and strategic priorities. Additional inventory valuation adjustments may be required in future periods if market conditions deteriorate further or if the Company makes additional strategic decisions to exit product lines or customer segments.

Previous wording

due to the decrease in the number of hydrogen site installations, with four hydrogen site installations during the six months ended June 30, 2025 compared to eight during the six months ended June 30, 2024. Cost of revenue related to sales of electrolyzer stacks and systems decreased by $3.9 million primarily due to a decrease in inventory valuation adjustments, with $5.3 million recorded during the six months ended June 30, 2025 compared to $21.4 million during the six months ended June 30, 2024. The decrease in inventory valuation adjustments during the six months ended June 30, 2025 was primarily related to higher sales prices on recently signed contracts with customers resulting in decreased lower of cost or net realizable valuation adjustments. The decrease in inventory valuation adjustments was partially offset by an increase in cost of revenue related to an increase in volume of electrolyzer systems for which revenue was recognized. The cost of revenue related to sales of cryogenic equipment and liquefiers decreased $8.4 million during the six months ended June 30, 2025 primarily due to a slower rate of progress on existing liquefier projects as they near completion compared to the six months ended June 30, 2024. Finally, there was a decrease in cost of revenue of $4.3 million related to a decrease in sales of engineered equipment from the Frames acquisition, for which sales are not expected to continue beyond current commitments. Gross loss generated from sales of equipment, related infrastructure and other decreased to (17.9%) for the six months ended June 30, 2025 compared to (82.7%) for the six months ended June 30, 2024. The decrease in gross loss was primarily due to the decrease in inventory valuation adjustments described above as well as lower labor and overhead costs resulting from the Company's restructuring activities.

Current wording

Including the impact of the inventory valuation adjustments described above, the cost of revenue related to sales of fuel cell systems decreased by $27.0 million primarily due to a decrease in volume of GenDrive units sold, with 2,127 units sold during the nine months ended September 30, 2025 compared to 2,545 units sold during the nine months ended September 30, 2024, as well as lower labor and overhead costs resulting from the Company's restructuring activities. The decrease in cost of revenue related to sales of fuel cell systems was partially offset by the increase in inventory valuation adjustments. The cost of revenue related to sales of hydrogen infrastructure decreased $23.0 million primarily due to the decrease in the number of hydrogen site installations, with four hydrogen site installations during the nine months ended September 30, 2025 compared to 11 during the nine months ended September 30, 2024, partially offset by the increase in inventory valuation adjustments. Additionally, there was a decrease in cost of revenue of $5.8 million related to a decrease in sales of engineered equipment from the Frames acquisition due to legacy commitments being fulfilled with no new contractual commitments made. Cost of revenue related to sales of electrolyzer stacks and systems decreased by $2.2 million primarily due to lower labor and overhead costs resulting from the Company's restructuring activities, partially offset by the increase in inventory valuation adjustments. Partially offsetting these decreases in cost of revenue, the cost of revenue related to sales of cryogenic equipment and liquefiers increased by $6.4 million during the nine months ended September 30, 2025 primarily due to the increase in inventory valuation adjustments related to cryogenic equipment and liquefiers, partially offset by the slower rate of progress on existing liquefier projects described above. Gross loss generated from sales of equipment, related infrastructure and other decreased to (40.0%) for the nine months ended September 30, 2025 compared to (64.5%) for the nine months ended September 30, 2024. The decrease in gross loss was primarily due to lower labor and overhead costs resulting from the Company's restructuring activities.

Previous wording

Cost of revenue – services performed on fuel cell systems and related infrastructure. Cost of revenue from services performed on fuel cell systems and related infrastructure includes the labor, material costs and allocated overhead costs incurred for our product service and hydrogen site maintenance contracts and spare parts. Cost of revenue from services performed on fuel cell systems and related infrastructure during the three months ended June 30, 2025 decreased $3.7 million, or 27.2%, to $10.0 million from $13.7 million during the three months ended June 30, 2024. The decrease in cost of revenue was primarily due to improved performance of our units, which resulted in a reduced parts usage and reduced labor costs at customer sites. Gross margin increased to 38.9% for the three months ended June 30, 2025 compared to gross loss of (5.3%) for the three months ended June 30, 2024. The increase in gross margin was primarily due to increase in service rates negotiated with certain customers as well as the decreases in cost of revenue described above.

Current wording

Cost of revenue – services performed on fuel cell systems and related infrastructure. Cost of revenue from services performed on fuel cell systems and related infrastructure includes the labor, material costs and allocated overhead costs incurred for our product service and hydrogen site maintenance contracts and spare parts. Cost of revenue from services performed on fuel cell systems and related infrastructure during the three months ended September 30, 2025 increased $11.0 million, or 121.0%, to $20.1 million from $9.1 million during the three months ended September 30, 2024. The increase in cost of revenue was primarily due to the increase in volume of average number of GenDrive units described above. Additionally, there was an increase in inventory valuation adjustments related to services performed on fuel cell systems and related infrastructure, with $6.0 million recorded during the three months ended September 30, 2025 compared to $0.1 million during the three months ended September 30, 2024. The increase in inventory valuation adjustments related to services performed on fuel cell systems and related infrastructure during the three months ended September 30, 2025 was primarily due to higher excess and obsolete inventory adjustments on service-related parts due to demand of the Company’s mid-market hydrogen infrastructure offering. Gross loss increased to (1.7%) for the three months ended September 30, 2025 compared to gross margin of 35.8% for the three months ended September 30, 2024. The increase in gross loss was primarily due to an increase in inventory valuation adjustments.

Previous wording

Cost of revenue – (benefit)/provision for loss contracts related to service. The Company recorded a benefit for loss contracts related to service of $10.8 million during the three months ended June 30, 2025 compared to a provision for loss contracts related to service of $16.5 million during the three months ended June 30, 2024. The Company recorded a benefit primarily due to reductions in cost to service our GenDrive units and improvements on forecasted future costs.

Current wording

Cost of revenue – (benefit)/provision for loss contracts related to service. The Company recorded a benefit for loss contracts related to service of $4.3 million during the three months ended September 30, 2025 compared to a provision for loss contracts related to service of $6.0 million during the three months ended September 30, 2024. The Company recorded a benefit primarily due to reductions in cost to service our GenDrive units and continued improvements.

Previous wording

The Company recorded a benefit for loss contracts related to service of $1.9 million during the six months ended June 30, 2025 compared to a provision for loss contracts related to service of $32.2 million during the six months ended June 30, 2024. The Company recorded a benefit primarily due to reductions in cost to service our GenDrive units and improvements on forecasted future costs.

Current wording

The Company recorded a benefit for loss contracts related to service of $6.3 million during the nine months ended September 30, 2025 compared to a provision for loss contracts related to service of $38.3 million during the nine months ended September 30, 2024. The Company recorded a benefit primarily due to reductions in cost to service our GenDrive units and continued improvements.

Previous wording

Cost of revenue – power purchase agreements. Cost of revenue from PPAs includes depreciation of assets utilized and service costs to fulfill PPA obligations and interest costs associated with certain financial institutions for leased equipment. Cost of revenue from PPAs during the three months ended June 30, 2025 decreased $9.0 million, or 16.6%, to $45.3 million from $54.3 million during the three months ended June 30, 2024. The decrease in cost was primarily due to a decrease in depreciation related to the Company’s right of use assets resulting from the Company’s annual impairment analysis conducted during the fourth quarter of 2024. Gross loss decreased to (91.6%) during the three months ended June 30, 2025 compared to (176.1%) during the three months ended June 30, 2024. The decrease in gross loss was primarily due to improved pricing and the reduction in cost described above.

Current wording

Cost of revenue – power purchase agreements. Cost of revenue from PPAs includes depreciation of assets utilized and service costs to fulfill PPA obligations and interest costs associated with certain financial institutions for leased equipment. Cost of revenue from PPAs during the three months ended September 30, 2025 decreased $6.2 million, or 12.0%, to $45.6 million from $51.8 million during the three months ended September 30, 2024. The decrease in cost was primarily due to a decrease in depreciation related to the Company’s right of use assets resulting from the Company’s annual impairment analysis conducted during the fourth quarter of 2024. Gross loss decreased to (85.2%) during the three months ended September 30, 2025 compared to (153.1%) during the three months ended September 30, 2024. The decrease in gross loss was primarily due to improved pricing and the reduction in cost described above.

Previous wording

Cost of revenue from PPAs during the six months ended June 30, 2025 decreased $14.3 million, or 13.1%, to $95.2 million from $109.5 million during the six months ended June 30, 2024. The decrease in cost was primarily due to a decrease in depreciation related to the Company’s right of use assets resulting from the Company’s annual impairment analysis conducted during the fourth quarter of 2024. Gross loss decreased to (103.2%) during the six months ended June 30, 2025 compared to (188.4%) during the six months ended June 30, 2024. The decrease in gross loss was primarily due to improved pricing and the reduction in cost described above.

Current wording

Cost of revenue from PPAs during the nine months ended September 30, 2025 decreased $20.5 million, or 12.7%, to $140.8 million from $161.3 million during the nine months ended September 30, 2024. The decrease in cost was primarily due to a decrease in depreciation related to the Company’s right of use assets resulting from the Company’s annual impairment analysis conducted during the fourth quarter of 2024. Gross loss decreased to (97.0%) during the nine months ended September 30, 2025 compared to (176.1%) during the nine months ended September 30, 2024. The decrease in gross loss was primarily due to improved pricing and the reduction in cost described above.

Previous wording

Cost of revenue – fuel delivered to customers and related equipment. Cost of revenue from fuel delivered to customers and related equipment represents the purchase of hydrogen from suppliers and internally produced hydrogen that is ultimately sold to customers. Cost of revenue from fuel delivered to customers during the three months ended June 30, 2025 increased $7.3 million, or 12.6%, to $65.6 million from $58.3 million during the three months ended June 30, 2024. The increase in cost of revenue was primarily due to increased costs of purchased fuel as well as an increase in volume of fuel delivered to customers. Gross loss decreased to (90.8%) during the three months ended June 30, 2025 compared to (95.1%) during the three months ended June 30, 2024. The decrease in gross loss was primarily due to increased fuel prices negotiated with certain customers.

Current wording

Cost of revenue – fuel delivered to customers and related equipment. Cost of revenue from fuel delivered to customers and related equipment represents the purchase of hydrogen from suppliers and internally produced hydrogen that is ultimately sold to customers. Cost of revenue from fuel delivered to customers during the three months ended September 30, 2025 increased $8.9 million, or 15.9%, to $64.4 million from $55.5 million during the three months ended September 30, 2024. The increase in cost of revenue was primarily due to an increase in volume of fuel delivered to customers during the three months ended September 30, 2025 described above. Gross loss decreased to (79.3%) during the three months ended September 30, 2025 compared to (86.4%) during the three months ended September 30, 2024. The decrease in gross loss was primarily due to increased fuel prices negotiated with certain customers.

Previous wording

Research and development. Research and development expenses include: materials to build development and prototype units, cash and non-cash stock compensation and benefits for the engineering and related staff, expenses for contract engineers, fees paid to consultants for services provided, materials and supplies consumed, facility related costs such as computer and network services, and other general overhead costs associated with our research and development activities. Research and development expense for the three months ended June 30, 2025 decreased $6.7 million, or 35.6%, to $12.2 million from $18.9 million for the three months ended June 30, 2024. The decrease was primarily related to headcount reductions related to the 2025 Restructuring Plan, a decrease in stock compensation and a decrease in system and component materials.

Current wording

Research and development. Research and development expenses include: materials to build development and prototype units, cash and non-cash stock compensation and benefits for the engineering and related staff, expenses for contract engineers, fees paid to consultants for services provided, materials and supplies consumed, facility related costs such as computer and network services, and other general overhead costs associated with our research and development activities. Research and development expense for the three months ended September 30, 2025 decreased $3.6 million, or 18.2%, to $16.1 million from $19.7 million for the three months ended September 30, 2024. The decrease was primarily related to headcount reductions related to the 2025 Restructuring Plan, a decrease in stock compensation and a decrease in system and component materials.

Previous wording

Research and development expense for the six months ended June 30, 2025 decreased $14.6 million, or 33.2%, to $29.6 million from $44.2 million for the six months ended June 30, 2024. The decrease was primarily related to headcount reductions related to the 2025 Restructuring Plan, a decrease in stock compensation and a decrease in system and component materials.

Current wording

Research and development expense for the nine months ended September 30, 2025 decreased $18.2 million, or 28.6%, to $45.7 million from $63.9 million for the nine months ended September 30, 2024. The decrease was primarily related to headcount reductions related to the 2025 Restructuring Plan, a decrease in stock compensation and a decrease in system and component materials.

Previous wording

Selling, general and administrative. Selling, general and administrative expenses include cash and non-cash stock compensation, benefits, amortization of intangible assets and related costs in support of our general corporate functions, including general management, finance and accounting, human resources, selling and marketing, information technology and legal services. Selling, general and administrative expenses for the three months ended June 30, 2025 increased $2.8 million, or 3.2%, to $87.9 million from $85.1 million for the three months ended June 30, 2024. The increase was primarily due to an increase in contract exit costs and bad debt expenses, partially offset by a decrease in stock compensation.

Current wording

Selling, general and administrative. Selling, general and administrative expenses include cash and non-cash stock compensation, benefits, amortization of intangible assets and related costs in support of our general corporate functions, including general management, finance and accounting, human resources, selling and marketing, information technology and legal services. Selling, general and administrative expenses for the three months ended September 30, 2025 increased $19.0 million, or 20.8%, to $110.6 million from $91.6 million for the three months ended September 30, 2024. The increase was primarily due to an increase in contract renegotiation costs of $28.3 million, partially offset by a decrease in stock compensation of $10.0 million.

Previous wording

Restructuring. Expenses related to restructuring activities for the three months ended June 30, 2025 increased $1.4 million, or 82.0%, to $3.0 million from $1.6 million for the three months ended June 30, 2024. The increase was due

Current wording

Restructuring. Expenses related to restructuring activities for the three months ended September 30, 2025 increased $5.0 million, or 973.7%, to $5.5 million from $0.5 million for the three months ended September 30, 2024. The increase was due to severance and benefits related to the 2025 Restructuring Plan, which impacted more employees than the 2024 Restructuring Plan.

Previous wording

Expenses related to restructuring activities for the six months ended June 30, 2025 increased $12.5 million, or 163.3%, to $20.1 million from $7.6 million for the six months ended June 30, 2024. The increase was due to severance and benefits related to the 2025 Restructuring Plan, which impacted more employees than the 2024 Restructuring Plan.

Current wording

Expenses related to restructuring activities for the nine months ended September 30, 2025 increased $17.4 million, or 214.4%, to $25.6 million from $8.2 million for the nine months ended September 30, 2024. The increase was due to severance and benefits related to the 2025 Restructuring Plan, which impacted more employees than the 2024 Restructuring Plan.

Previous wording

Impairment for the six months ended June 30, 2025 increased $17.5 million, or 413.2%, to $21.7 million from $4.2 million for the six months ended June 30, 2024. The increase was primarily related to the Company recording impairment charges of $11.2 million related to the strategic exit of material handling investments at customer sites impacting equipment related to power purchase agreements and fuel delivered to customers, net. In addition, the Company recorded impairment charges of $10.5 million related to the Company’s property, plant and equipment, net during the six months ended June 30, 2025.

Current wording

Impairment. Impairment for the three months ended September 30, 2025 increased $93.3 million, or 2,230.3%, to $97.5 million from $4.2 million for the three months ended September 30, 2024. The increase was primarily related to the Company recording impairment charges of $50.0 million related to the Company’s property, plant and equipment during the three months ended September 30, 2025. In addition, the Company recorded impairment charges of $28.1 million related to the inability to collect the contract consideration from certain customer contracts during the three months ended September 30, 2025. Please refer to Note 2, “Summary of Significant Accounting Policies,” for further information.

Previous wording

Impairment. Impairment for the three months ended June 30, 2025 increased $16.7 million, or 423.2%, to $20.6 million from $3.9 million for the three months ended June 30, 2024. The increase was primarily related to the Company recording impairment charges of $11.2 million related to the strategic exit of material handling investments at customer sites impacting equipment related to power purchase agreements and fuel delivered to customers, net. In addition, the Company recorded impairment charges of $9.4 million related to the Company’s property, plant and equipment, net during the three months ended June 30, 2025.

Current wording

Impairment for the nine months ended September 30, 2025 increased $110.8 million, or 1,317.9%, to $119.2 million from $8.4 million for the nine months ended September 30, 2024. The increase was primarily related to the Company recording impairment charges of $60.5 million related to the Company’s property, plant and equipment during the nine months ended September 30, 2025. In addition, the Company recorded impairment charges of $28.1 million related to the inability to collect the contract consideration from certain customer contracts during the nine months ended September 30, 2025. Finally, the Company recorded impairment charges related to the strategic exit of material handling investments at customer sites impacting equipment related to PPAs and fuel delivered to customers of $11.2 million during

Previous wording

*Change in fair value of contingent consideration.*The change in fair value of contingent consideration is related to earn-outs for the Joule Processing LLC (“Joule”) and Frames Holding B.V. (“Frames”)acquisitions. The change in fair value of contingent consideration for the three months ended June 30, 2025 and 2024 was ($0.2) million and $3.8 million, respectively.

Current wording

*Change in fair value of contingent consideration.*The change in fair value of contingent consideration is related to earn-outs for the Joule Processing LLC (“Joule”) and Frames Holding B.V. (“Frames”)acquisitions. The change in fair value of contingent consideration for the three months ended September 30, 2025 and 2024 was ($1.1) million and $0.1 million, respectively.

Previous wording

The change in fair value of contingent consideration for the six months ended June 30, 2025 and 2024 was ($12.0) million and ($5.4) million, respectively. The decrease was primarily due to a decrease in the fair value of contingent consideration for Joule’s earn-out of $12.0 million during the six months ended June 30, 2025 due to changes in management assumptions.

Current wording

The change in fair value of contingent consideration for the nine months ended September 30, 2025 and 2024 was ($13.1) million and ($5.3) million, respectively. The decrease was primarily due to a decrease in the fair value of contingent consideration for Joule’s earn-out of $10.8 million during the nine months ended September 30, 2025 compared to a decrease of $5.5 million during the nine months ended September 30, 2024 due to further changes in management assumptions.

Previous wording

Interest income. Interest income primarily consists of income generated by our investment holdings, restricted cash escrow accounts, and money market accounts. Interest income for the three months ended June 30, 2025 decreased $2.0 million compared to the three months ended June 30, 2024. The decrease was primarily due to the decrease in the Company’s average restricted cash balance during the second quarter of 2025.

Current wording

Interest income. Interest income primarily consists of income generated by our investment holdings, restricted cash escrow accounts, and money market accounts. Interest income for the three months ended September 30, 2025 decreased $3.1 million compared to the three months ended September 30, 2024. The decrease was primarily due to the decrease in the Company’s average restricted cash balance during the third quarter of 2025.

Previous wording

Interest income for the six months ended June 30, 2025 decreased $6.1 million compared to the six months ended June 30, 2024. The decrease was primarily due to the decrease in the Company’s average restricted cash balance during the first half of 2025.

Current wording

Interest income for the nine months ended September 30, 2025 decreased $9.2 million compared to the nine months ended September 30, 2024. The decrease was primarily due to the decrease in the Company’s average restricted cash balance during the first three quarters of 2025.

Previous wording

Interest expense. Interest expense consists of interest expense related to our long-term debt, convertible debt instruments, obligations under finance leases and our finance obligations. Interest expense for the three months ended June 30, 2025 increased $6.4 million compared to the three months ended June 30, 2024. The increase was primarily due to interest expense incurred related to the 15.00% Secured Debenture, which was entered into during the second quarter of 2025.

Current wording

Interest expense. Interest expense consists of interest expense related to our long-term debt, convertible debt instruments, obligations under finance leases and our finance obligations. Interest expense for the three months ended September 30, 2025 increased $7.4 million compared to the three months ended September 30, 2024. The increase was primarily due to interest expense incurred related to the 15.00% Secured Debenture, which was entered into during the second quarter of 2025.

Previous wording

Interest expense for the six months ended June 30, 2025 increased $6.6 million compared to the six months ended June 30, 2024. The increase was primarily due to interest expense incurred related to the 6.00% Convertible Debenture, which was entered into during the fourth quarter of 2024, as well as the 15.00% Secured Debenture noted above.

Current wording

Interest expense for the nine months ended September 30, 2025 increased $13.9 million compared to the nine months ended September 30, 2024. The increase was primarily due to interest expense incurred related to the 6.00% Convertible Debenture, which was entered into during the fourth quarter of 2024, as well as the 15.00% Secured Debenture noted above.

Previous wording

Other income/(expense), net. Other income/(expense), net primarily consists of gains and losses related to energy contracts and foreign currency translation. Other income/(expense), net for the three months ended June 30, 2025 increased $12.9 million to other income, net of $3.8 million compared to other expense, net of $9.1 million for the three months

Current wording

Other income/(expense), net. Other income/(expense), net primarily consists of gains and losses related to energy contracts and foreign currency transactions. Other income, net during the three months ended September 30, 2025 decreased to $3.5 million compared to $15.5 million during the three months ended September 30, 2024. The decrease was primarily due to a decrease in foreign currency transaction gains during the three months ended September 30, 2025 compared to the three months ended September 30, 2024.

Previous wording

Other income/(expense), net for the six months ended June 30, 2025 increased $21.2 million to other income, net of $5.1 million compared to other expense, net of $16.1 million for the six months ended June 30, 2024. The increase was primarily due to foreign currency gains as well as a decrease in losses related to energy contracts.

Current wording

Other income/(expense), net during the nine months ended September 30, 2025 increased $8.1 million to other income, net of $8.6 million compared to other expense, net of $0.6 million during the nine months ended September 30, 2024. The increase was primarily due to an increase in foreign currency transaction gains as well as a decrease in losses related to energy contracts during the nine months ended September 30, 2025 compared to the nine months ended September 30, 2024.

Previous wording

Loss on extinguishment of convertible debt instruments and debt. Loss on extinguishment of convertible debt instruments and debt consists of losses that arise from retirement of the Company’s convertible debenture, convertible senior notes and debt before maturity. For the three months ended June 30, 2025, the Company had loss on extinguishment of convertible debt instruments and debt of $5.5 million as compared to loss on extinguishment of convertible debt instruments and debt of $0 for the three months ended June 30, 2024. The losses during the second quarter of 2025 were driven by the difference between the carrying amount of the 6.00% Convertible Debenture and principal settled in cash and premium costs on the 6.00% Convertible Debenture principal settled in cash.

Current wording

Loss on extinguishment of convertible debt instruments and debt. Loss on extinguishment of convertible debt instruments and debt consists of losses that arise from retirement of the Company’s convertible debenture, convertible senior notes and debt before maturity. During the three months ended September 30, 2025 and 2024, the Company had loss on extinguishment of convertible debt instruments and debt of $0.

Previous wording

For the six months ended June 30, 2025, the Company had loss on extinguishment of convertible debt instruments and debt of $9.1 million as compared to loss on extinguishment of convertible debt instruments and debt of $14.0 million for the six months ended June 30, 2024. The losses during the first half of 2025 were driven by the difference between the carrying amount of the 6.00% Convertible Debenture and principal settled in cash and premium costs on the 6.00% Convertible Debenture principal settled in cash. The losses during the first half of 2024 were driven by the exchange of $138.8 million in aggregate principal amount of the Company’s 3.75% Convertible Senior Notes for $140.4 million in aggregate principal amount of the Company’s 7.00% Convertible Senior Notes.

Current wording

$14.0 million for the nine months ended September 30, 2024. The losses during the first three quarters of 2025 were driven by the difference between the carrying amount of the 6.00% Convertible Debenture and principal settled in cash and premium costs on the 6.00% Convertible Debenture principal settled in cash. The losses during the first half of 2024 were driven by the exchange of $138.8 million in aggregate principal amount of the Company’s 3.75% Convertible Senior Notes for $140.4 million in aggregate principal amount of the Company’s 7.00% Convertible Senior Notes.

Previous wording

Change in fair value of convertible debenture. Change in fair value of convertible debenture consists of gains/(losses) that arise from the changes in fair value of the Company’s 6.00% Convertible Debenture. During the three and six months ended June 30, 2025, the Company recorded a change in fair value of convertible debenture of ($9.2) million and ($1.9) million, respectively, compared to a change in fair value of convertible debenture of $0 for the three and six months ended June 30, 2024 as the 6.00% Convertible Debenture originated during the fourth quarter of 2024.

Current wording

Change in fair value of convertible debenture. Change in fair value of convertible debenture consists of gains/(losses) that arise from the changes in fair value of the Company’s 6.00% Convertible Debenture. During the three and nine months ended September 30, 2025, the Company recorded a change in fair value of convertible debenture of $0 and $1.9 million, respectively, compared to a change in fair value of convertible debenture of $0 for the three and nine months ended September 30, 2024 as the 6.00% Convertible Debenture originated during the fourth quarter of 2024 and was fully paid off during the second quarter of 2025.

Previous wording

Change in fair value of debt. Change in fair value of debt consists of gains/(losses) that arise from the changes in fair value of the Company’s 15.00% Secured Debenture. During the three and six months ended June 30, 2025, the Company recorded a loss on change in fair value of convertible debenture of ($3.4) million compared to a change in fair value of convertible debenture of $0 for the three and six months ended June 30, 2024 as the 15.00% Secured Debenture originated during the second quarter of 2025.

Current wording

Change in fair value of debt. Change in fair value of debt consists of gains/(losses) that arise from the changes in fair value of the Company’s 15.00% Secured Debenture. During the three and nine months ended September 30, 2025, the Company recorded a change in fair value of debt of ($2.7) million and ($6.1) million, respectively, compared to a change in fair value of debt of $0 for the three and nine months ended September 30, 2024 as the 15.00% Secured Debenture originated during the second quarter of 2025.

Previous wording

*Loss on equity method investments.*Loss on equity method investments consists of our interest in AccionaPlug S.L., which is our 50/50 joint venture with Acciona Generación Renovable, S.A., SK Plug Hyverse, which is our 49/51 joint venture with SK Innovation Co., Ltd, successor in interest to SK E&S Co., Ltd., and Clean H2 Infra Fund. For the three months ended June 30, 2025, the Company recorded a loss of $45.9 million on equity method investments compared to a loss of $7.2 million for the three months ended June 30, 2024. The increase in loss on equity method investments was primarily due to the Company recording an other-than-temporary impairment loss of $42.5 million related to the Company’s investment in one of its equity method investments due to a decline in market conditions.

Current wording

*Loss on equity method investments.*Loss on equity method investments consists of our interest in AccionaPlug S.L., which is our 50/50 joint venture with Acciona Generación Renovable, S.A., SK Plug Hyverse, which is our 49/51 joint venture with SK Innovation Co., Ltd, successor in interest to SK E&S Co., Ltd., and Clean H2 Infra Fund. For the three months ended September 30, 2025, the Company recorded a loss of $3.3 million on equity method investments compared to a loss of $8.7 million for the three months ended September 30, 2024. The decrease in loss on equity method investments was primarily due to the Company recording no losses related to HyVia during the three months ended September 30, 2025 as the joint venture entered into receivership proceedings during the fourth quarter of 2024.

Showing the first 40 of 79 pairs. Open the source sections for the rest.

Rearranged current paragraphs (6)

Current report — wording carried from elsewhere

During the nine months ended September 30, 2025, the Company had loss on extinguishment of convertible debt instruments and debt of $9.1 million as compared to loss on extinguishment of convertible debt instruments and debt of

Current report — wording carried from elsewhere

provides for a 30% investment tax credit for “qualified fuel cell property” from 2026 to 2032. As of September 30, 2025, the impact was not material to the Company's income tax expense.

Current report — wording carried from elsewhere

The Company has an “at-the-market” equity offering program with B. Riley Securities, Inc. (“B. Riley”) pursuant to which the Company may, from time to time, offer and sell through or to B. Riley, as sales agent or principal, shares of the Company’s common stock, having an aggregate gross sales price of up to $1.0 billion under a sales agreement. On August 15, 2025, the Company and B. Riley amended the “at-the-market” equity offering program to extend the term. The

Current report — wording carried from elsewhere

implementing a reverse stock split, which was approved by its stockholders at the Company’s annual meeting of stockholders on July 3, 2025, and the Company’s ability to access additional debt pursuant to the Secured Debenture Purchase Agreement with Yorkville.

Current report — wording carried from elsewhere

On September 30, 2025, the Company issued a portion of the second tranche of the 15.00% Secured Debenture in the aggregate principal amount of $52.5 million pursuant to the Secured Debenture Purchase Agreement with Yorkville for a purchase price of $49.9 million with a discount of $2.6 million. The second tranche of the 15.00% Secured Debenture is subject to an amortization schedule which is scheduled to result in payment in full on September 30, 2026; however, Yorkville is permitted to defer amortization payments under the Secured Debenture Purchase Agreement, in which case such deferred amortization payments will be paid on the final maturity date of May 1, 2028.

Current report — wording carried from elsewhere

a competitive market. We began executing the 2024 Restructuring Plan in February 2024 and it was effectively completed during the fourth quarter of 2024.
Rearranged previous paragraphs (9)

Previous report — wording carried elsewhere

to severance and benefits related to the 2025 Restructuring Plan, which impacted more employees than the 2024 Restructuring Plan.

Previous report — wording carried elsewhere

ended June 30, 2024. The increase was primarily due to foreign currency gains as well as a decrease in losses related to energy contracts.

Previous report — wording carried elsewhere

decrease in proceeds from public and private offerings and an increase in principal payments on convertible debentures, partially offset by an increase in proceeds from debt issuance.

Previous report — wording carried elsewhere

On May 5, 2025, the Company issued the initial tranche of secured debentures (the “15.00% Secured Debenture”) in the aggregate principal amount of $210.0 million pursuant to the Secured Debenture Purchase Agreement (the “Secured Debenture Purchase Agreement”) with Yorkville for a purchase price of $199.5 million. Under the Secured Debenture Purchase Agreement, Yorkville is committed to purchase a second tranche of secured debentures in an aggregate principal amount of up to $105.0 million for a purchase price of $99.8 million subject to the satisfaction of the closing conditions set forth therein. The Secured Debenture Purchase Agreement also permits the Company to sell to Yorkville a third

Previous report — wording carried elsewhere

As of the issuance date, the common stock was valued at $73.5 million based on the Company’s stock price.

Previous report — wording carried elsewhere

The following table summarizes the total interest expense and effective interest rate related to the 15.00% Secured Debenture during the three months ended June 30, 2025 (in thousands, except for the effective interest rate):

Previous report — wording carried elsewhere

The following table shows change in the carrying amount of the 6.00% Convertible Debenture during the six months ended June 30, 2025 (in thousands):

Previous report — wording carried elsewhere

There were no conversions of the 3.75% Convertible Senior Notes during the three and six months ended June 30, 2025 and 2024.

Previous report — wording carried elsewhere

form the basis for making judgments about (1) the carrying values of assets and liabilities and (2) the amount of revenue and expenses realized that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions.