PLUG POWER INC

**1.**Nature of Operations

Plug Power Inc. (the “Company,” “Plug,” “we” or “our”) is facilitating the paradigm shift to an increasingly electrified world by innovating cutting-edge hydrogen and fuel cell solutions. While we continue to develop commercially viable hydrogen and fuel cell product solutions, we have expanded our offerings to support a variety of commercial operations that can be powered with clean hydrogen. We provide electrolyzers that allow customers — such as refineries, producers of chemicals, steel, fertilizer and commercial refueling stations — to generate hydrogen on-site. We are focusing our efforts on (a) industrial mobility applications, including electric forklifts and electric industrial vehicles, at multi shift high volume manufacturing and high throughput distribution sites where we believe our products and services provide a unique combination of productivity, flexibility, and environmental benefits; and (b) production of hydrogen. Plug expects to support these products and customers with an ecosystem of vertically integrated products that produce, transport, store and handle, dispense, and use hydrogen for mobility and power applications.

Liquidity and Capital Resources

The Company has continued to experience negative cash flows from operations and net losses. The Company incurred net losses of approximately $363.5 million and $211.2 million during the three months ended September 30, 2025 and 2024, respectively. The Company incurred net losses of approximately $789.1 million and $769.3 million during the nine months ended September 30, 2025 and 2024, respectively. The Company’s working capital was $288.4 million as of September 30, 2025, which included unrestricted cash and cash equivalents of $165.9 million and current restricted cash of $189.3 million, and the Company had an accumulated deficit of $7.4 billion.

The future use of our available liquidity will be based upon the ongoing review of the funding needs of our businesses, the optimal allocation of our resources, and the timing of cash flow generation. To the extent that we desire to access alternative sources of capital, market conditions could adversely impact our ability to do so at that time and at terms favorable to the Company.

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 “at-the-market” equity offering program will terminate upon the earliest of (a) August 15, 2027 with respect to principal and agency transactions, (b) the sale of all shares of common stock under the program or (c) termination of the sales agreement. On September 29, 2025, the Company and B. Riley amended the “at-the-market” equity offering program to add Yorkville Securities, LLC (“Yorkville”) as an additional sales agent and/or principal through which the Company may offer and sell shares pursuant to the “at-the-market” equity offering program. During the three months ended September 30, 2025, the Company sold 29,419,352 shares of common stock at a weighted-average sales price of $1.60 per share for gross proceeds of $47.2 million with related issuance costs of $0.8 million. During the nine months ended September 30, 2025, the Company sold 34,573,529 shares of common stock at a weighted-average sales price of $1.62 per share for gross proceeds of $55.9 million with related issuance costs of $1.0 million through the “at-the-market” equity offering program. As of September 30, 2025, the Company had $944.1 million of aggregate gross sales price of shares available to be sold under the “at-the-market” equity offering program.

The Company has also entered into a Standby Equity Purchase Agreement (the “SEPA”) with Yorkville, pursuant to which the Company has the right, at its option, to sell to Yorkville up to $1.0 billion in the aggregate gross sales price of its common stock, subject to certain limitations and conditions set forth therein. The Company has the right, but not the obligation, from time to time at its sole discretion to direct Yorkville to purchase directly from the Company up to $10.0 million in the aggregate gross sales price of its common stock on any trading day. The SEPA expires on February 10, 2027. During the three and nine months ended September 30, 2025, the Company soldno shares of common stock pursuant to the SEPA.

On March 20, 2025, the Company sold 46,500,000 shares of its common stock, pre-funded warrants (the “Pre-Funded Warrants”) to purchase 138,930,464 shares of its common stock and accompanying warrants (the “Common

Warrants”) to purchase 185,430,464 shares of its common stock in a registered direct offering pursuant to an underwriting agreement with several underwriters. The Company received net proceeds from the offering of $267.5 million, after deducting the underwriting discount and related expenses and excluding the proceeds, if any, from the exercise of the warrants. On October 8, 2025, the Company entered into a warrant inducement agreement with the holder of the Common Warrants and received net proceeds from the transaction, after deducting transaction expenses and fees, of$355.1 million. Please refer to Note 21, “Subsequent Events,” for further information.

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. 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. All secured debentures issued under the Secured Debenture Purchase Agreement incur interest at a rate of 15% per annum, which interest will increase to 25% per annum upon the occurrence of an Event of Default (as defined in the Secured Debenture Purchase Agreement) for so long as such event remains uncured and unwaived.

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.

The Company believes that its working capital, cash position and restricted cash to be released over the next 12 months, together with other key assumptions, support the Company’s conclusion that it has sufficient capital to fund its on-going operations for a period of at least 12 months subsequent to the issuance of the accompanying unaudited interim condensed consolidated financial statements. Key assumptions are based on factors such as forecasted sales and costs, amortization requirements of the Company’s finance obligations, the Company’s right to direct B. Riley and Yorkville to purchase shares from the Company under the “at-the-market” equity offering program, the Company’s right to direct Yorkville to purchase shares from the Company under the SEPA, the Company’s ability to access sufficient shares by 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.

**2.**Summary of Significant Accounting Policies

Principles of Consolidation

The unaudited interim condensed consolidated financial statements include the financial statements of the Company and its wholly-owned subsidiaries. Intercompany balances and transactions have been eliminated in consolidation. In addition, we include our share of the results of our joint ventures with Renault SAS (“Renault”) named HyVia SAS (“HyVia”), a French société par actions simplifiée (prior period only), Acciona Generación Renovable, S.A. in Spain, named AccionaPlug S.L., and SK Innovation Co., Ltd, successor in interest to SK E&S Co., Ltd. in South Korea, named SK Plug Hyverse, and our investment in Clean H2 Infra Fund using the equity method based on our economic ownership interest and our ability to exercise significant influence over the operating and financial decisions of HyVia, AccionaPlug S.L., SK Plug Hyverse and Clean H2 Infra Fund. Additionally, we consolidated the results of our joint venture with Niloco Hydrogen Holdings LLC, a wholly-owned subsidiary of Olin Corporation (“Olin”), named Hidrogenii.

Interim Financial Statements

The accompanying unaudited interim condensed consolidated financial statements have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). In the opinion of management, all

adjustments, which consist solely of normal recurring adjustments, necessary to present fairly, in accordance with U.S. generally accepted accounting principles (“GAAP”), the financial position, results of operations and cash flows for all periods presented, have been made. The results of operations for the interim periods presented are not necessarily indicative of the results that may be expected for the full year.

Certain information and footnote disclosures normally included in annual consolidated financial statements prepared in accordance with GAAP have been condensed or omitted. These unaudited interim condensed consolidated financial statements should be read in conjunction with the Company’s audited consolidated financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2024 (the “2024 Form 10-K”).

The information presented in the accompanying unaudited interim condensed consolidated balance sheets as of December 31, 2024 has been derived from the Company’s 2024 audited consolidated financial statements.

Impairment

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.

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.

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 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.

Property, Plant and Equipment and Finite-Lived Intangible Assets

During the three and nine months ended September 30, 2025, the Company recorded impairment charges of $50.0 million and $60.5 million, respectively, related to the Company’s property, plant and equipment. These impairments resulted from construction in progress that are no longer probable to be completed. Refer to Note 7, “Fair Value Measurements,” for further information on the fair value methodology utilized.

During the three and nine months ended September 30, 2025, the Company recorded impairment charges of $11.4 million related to prepaid capital expenditures. These amounts related to advance payments for equipment that the Company determined would no longer be deployed related to projects that are no longer probable to be completed.

During the three and nine months ended September 30, 2025, the Company recorded impairment charges of $1.1 million related to finite-lived intangible assets. Refer to Note 7, “Fair Value Measurements,” for further information on the fair value methodology utilized. These product lines were de-emphasized as part of our strategic realignment.

PPA Executory Contract Considerations

During the nine months ended September 30, 2025, the Company recorded impairment charges of $11.2 million related to equipment related to PPAs and fuel delivered to customers. These charges resulted from the Company’s strategic decision to exit certain material handling investments at customer sites. No impairment charges were recorded during the three months ended September 30, 2025, as the strategic exit decision was made during the second quarter of 2025.

ROU Assets

During the three and nine months ended September 30, 2025, the Company recorded impairment charges of $6.9 million related to ROU assets associated with operating leases. These impairments resulted from changes in the Company's real estate strategy that resulted in the identification of leased properties that will no longer be fully utilized over the remaining lease terms. The Company assessed the recoverability of these ROU assets and determined that the carrying amounts exceeded the estimated undiscounted future cash flows expected to be derived from the leased assets.

Contract Assets

During the three and nine months ended September 30, 2025, the Company recorded impairment charges of $28.1 million related to contract assets. These impairment charges resulted from contract negotiations with customers. The Company assesses contract assets for impairment when there is a significant change in facts and circumstances of the underlying contract in accordance with ASC 606,Revenue from Contracts with Customers(“ASC 606”) and ASC 326,Financial Instruments - Credit Losses(“ASC 326”). Impairment is recognized when it is probable that the Company will be unable to collect the contract consideration to which it is entitled from the customer. These impairment charges related to customer contracts whose contract terms and fulfillment of performance obligations are subject to dispute resolution processes. We continue to pursue collection of these amounts through legal proceedings; however, we have determined that realization of the net carrying value of the asset is no longer probable.

Recent Accounting Pronouncements

Recently Adopted Accounting Guidance

There have been no significant changes in our reported financial position or results of operations and cash flows resulting from the adoption of new accounting pronouncements.

Recent Accounting Guidance Not Yet Effective

In July 2025, Accounting Standards Update 2025-05 (“ASU 2025-05”),Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses for Accounts Receivable and Contract Assets, was issued to address challenges encountered when applying the guidance in Topic 326 to current accounts receivable and current contract assets arising from transactions accounted for under Topic 606. This standard introduces a practical expedient for entities that assumes that current conditions as of the balance sheet date do not change for the remaining life of the asset. This standard is effective for annual periods, including interim reporting periods within annual reporting periods, beginning after December 15, 2025 with early adoption permitted. The Company has not yet adopted ASU 2025-05 and is still evaluating the impact of the adoption on its unaudited interim condensed consolidated financial statements.

In May 2025, Accounting Standards Update 2025-04 (“ASU 2025-04”),Clarifications to Share-Based Consideration Payable to a Customer, was issued to reduce diversity in practice and improve the decision usefulness and operability of the guidance for share-based consideration payable to a customer in conjunction with selling goods or services. This standard is effective for annual periods, including interim reporting periods within annual reporting periods,

beginning after December 15, 2026 with early adoption permitted. The Company has not yet adopted ASU 2025-04 and is still evaluating the impact of the adoption on its unaudited interim condensed consolidated financial statements.

Other than the accounting standards mentioned above and in our 2024 Form 10-K, all issued but not yet effective accounting and reporting standards as of September 30, 2025 are either not applicable to the Company or are not expected to have a material impact on the Company.

3. Earnings Per Share

Basic earnings per common stock are computed by dividing net loss by the weighted average number of common stock outstanding during the reporting period. Since the Company is in a net loss position, all common stock equivalents would be considered anti-dilutive and are therefore not included in the determination of diluted earnings per share. Accordingly, basic and diluted loss per share are the same.

As of September 30, 2025 and 2024, the Company had potentially dilutive securities outstanding, consisting of stock options, restricted stock units, warrants and other equity instruments, representing shares of common stock totaling 356,784,834 and 164,688,972, respectively, on an as-converted basis. Since the Company is in a net loss position for all periods presented, all potentially dilutive securities are considered anti-dilutive and are therefore excluded from the calculation of diluted earnings per share in accordance with ASC 260, “Earnings Per Share.”

4. Inventory

Inventory as of September 30, 2025 and December 31, 2024 consisted of the following (in thousands):

Inventory is comprised of raw materials and supplies, work-in-process, and finished goods. The Company has recorded reductions to inventory which comprised of excess and obsolete items and related lower of cost or net realizable value adjustments of $175.8 million and $158.9 million as of September 30, 2025 and December 31, 2024, respectively. The increase in inventory valuation adjustments from December 31, 2024 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. These increases were partially offset by reductions in lower of cost or net realizable value adjustments. The inventory valuation adjustments relate to the Company's strategic realignment, including the Company’s initiatives to reduce its workforce, realign its manufacturing footprint and streamline its organization to enhance operational efficiency and improve overall liquidity announced in March 2025. Please refer to Note 19, “Restructuring,” for further information.

5. Intangible Assets

The gross carrying amount and accumulated amortization of the Company’s acquired identifiable intangible assets as of September 30, 2025 were as follows (in thousands):

The gross carrying amount and accumulated amortization of the Company’s acquired identifiable intangible assets as of December 31, 2024 were as follows (in thousands):

The change in the gross carrying amount of the acquired technology and customer relationships, trade name and other during the nine months ended September 30, 2025 was primarily due to the Company recording an impairment charge of $1.1 million during the three months ended September 30, 2025.

Amortization expense for acquired identifiable intangible assets during the three months ended September 30, 2025 and 2024 was $2.0 million and $4.8 million, respectively. Amortization expense for acquired identifiable intangible assets during the nine months ended September 30, 2025 and 2024 was $6.0 million and $14.2 million, respectively.

The estimated amortization expense for subsequent years as of September 30, 2025 is as follows (in thousands):

6. Investments

Investments in Non-consolidated Entities and Non-marketable Equity Securities

Non-marketable Equity Securities

Our investment in non-marketable equity securities was $2.6 million as of September 30, 2025 and December 31, 2024.

Equity Method Investments

As of September 30, 2025 and December 31, 2024, the Company accounted for the following investments in the investee’s common stock under the equity method, which are included in the investments in non-consolidated entities and non-marketable equity securities on the unaudited interim condensed consolidated balance sheets (amounts in thousands):

During the second quarter of 2025, the Company performed an evaluation of one of its equity method investments due to a decline in market conditions and determined that an other-than-temporary impairment existed. The Company determined that its ability and intent to retain the investment for a period of time sufficient to allow for any anticipated recovery in fair value resulted in an other-than-temporary impairment. The estimated fair value was based largely on the future cash flows expected to be generated by the investment using unobservable data points.

As a result, the Company recorded an other-than-temporary impairment loss of $0 and $42.5 million for the three and nine months ended September 30, 2025, respectively, to the loss on equity method investments in the unaudited interim condensed consolidated statement of operations, which reduced the investments in non-consolidated entities and non-marketable equity securities financial statement line item on the unaudited interim condensed balance sheet.

During the three months ended September 30, 2025, the Company contributed approximately $0.3 million, $0 and $0 to AccionaPlug S.L., SK Plug Hyverse and Clean H2 Infra Fund, respectively. During the three months ended September 30, 2024, the Company contributed approximately $0, $0.7 million, $0 and $0 to HyVia, AccionaPlug S.L., SK Plug Hyverse and Clean H2 Infra Fund, respectively.

During the nine months ended September 30, 2025, the Company contributed approximately $1.1 million, $0 and $0 to AccionaPlug S.L., SK Plug Hyverse and Clean H2 Infra Fund, respectively. During the nine months ended September 30, 2024, the Company contributed approximately $32.3 million, $2.4 million, $16.0 million and $13.7 million to HyVia, AccionaPlug S.L., SK Plug Hyverse and Clean H2 Infra Fund, respectively.

The Company didnot have any capital commitments related to its equity method investments as of September 30, 2025.

7. Fair Value Measurements

The Company records the fair value of assets and liabilities in accordance with ASC 820,Fair Value Measurement(“ASC 820”). ASC 820 defines fair value as the price received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date and in the principal or most advantageous market for that asset or liability. The fair value should be calculated based on assumptions that market participants would use in pricing the asset or liability, not on assumptions specific to the entity.

In addition to defining fair value, ASC 820 expands the disclosure requirements around fair value and establishes a fair value hierarchy for valuation inputs. The hierarchy prioritizes the inputs into three levels based on the extent to which inputs used in measuring fair value are observable in the market. Each fair value measurement is reported in one of the three levels, which is determined by the lowest level input that is significant to the fair value measurement in its entirety.

These levels are:

There were no transfers between Level 1, Level 2, or Level 3 during the nine months ended September 30, 2025. Financial instruments not recorded at fair value on a recurring basis include equity method investments that have not been remeasured or impaired in the current period, such as our investments in AccionaPlug S.L. and Clean H2 Infra Fund. For the one equity method investment that was measured at fair value on a nonrecurring basis, refer to Note 2, “Summary of Significant Accounting Policies,” and Note 6, “Investments,” for further information.

The following table summarizes the carrying amount and estimated fair value of the Company’s financial instruments as of September 30, 2025 and December 31, 2024 (in thousands):

The liabilities measured at fair value on a recurring basis that have unobservable inputs and are therefore categorized as Level 3 are related to the 15.00% Secured Debenture, contingent consideration and the 6.00% Convertible Debenture.

Assets and Liabilities Measured at Fair Value on a Recurring Basis

15.00%* Secured Debenture*

The fair value of the 15.00% Secured Debenture as of September 30, 2025 was comprised of a financial liability for the initial tranche of$190.4 million and a financial liability for the second tranche of$51.2 million in which the Company elected the fair value option for both tranches under ASC 825 with changes in fair value recorded in change in fair value of debt in the unaudited interim condensed consolidated statements of operations.

The Company estimated and recorded the fair value of the initial tranche of the 15.00% Secured Debenture upon its issuance date of May 5, 2025. The Company estimated and recorded the fair value of the second tranche of the 15.00% Secured Debenture upon its issuance date of September 30, 2025. The fair values of the initial and second tranches of the 15.00% Secured Debenture as of September 30, 2025 were based on a Probability-Weighted Expected Return Method (“PWERM”). The PWERM includes the Discounted Cash Flow (“DCF”) method corresponding to the relevant amortization schedule in each scenario and a Black-Scholes Option Pricing Model was utilized to estimate the fair value of the 15.00% Secured Debenture Warrant. Additionally, based on the fair values of the initial and second tranches of the 15.00% Secured Debenture and the purchase price of the initial and second tranches, we estimated the implied yield at the valuation date. The valuations utilized significant Level 3 unobservable inputs, including implied yield, volatility, and risky discount rate. Other significant assumptions include risk-free rate, principal value, the Company’s common stock

price and maturity date. Significant judgment is required in selecting the significant inputs and assumptions. Actual assumptions may differ from our current estimates and such differences could materially impact the fair value of the initial and second tranches of the 15.00% Secured Debenture.

Refer to Note 8, “Long-Term Debt,” for the change in the carrying amount of the 15.00% Secured Debenture during the three and nine months ended September 30, 2025.

Contingent consideration

The fair value of contingent consideration as of September 30, 2025 and December 31, 2024 is related to the Joule Processing LLC (“Joule”) acquisition in 2022 and the Frames Holding B.V. (“Frames”) acquisition in 2021.

During the third quarter of 2025, the Company entered into an agreement with Frames’ sellers to finalize the outstanding balance of the contingent consideration. As a result, the Company recorded a decrease of$2.3 million in change in fair value of contingent consideration in the unaudited interim condensed consolidated statements of operations during the three months ended September 30, 2025. In accordance with the agreement, the remaining$9.4 million contingent consideration liability as of September 30, 2025 will be fully paid during the first quarter of 2026.

Inthe unaudited interim condensed consolidated balance sheets, contingent consideration was recorded in the contingent consideration, loss accrual for service contracts, and other current liabilities and contingent consideration, loss accrual for service contracts, and other liabilities financial statement line items and was comprised of the following unobservable inputs as of September 30, 2025:

In the unaudited interim condensed consolidated balance sheets, contingent consideration was recorded in the contingent consideration, loss accrual for service contracts, and other current liabilities and contingent consideration, loss accrual for service contracts, and other liabilities financial statement line items and was comprised of the following unobservable inputs as of December 31, 2024:

The change in the carrying amount of contingent consideration during the nine months ended September 30, 2025 was as follows (in thousands):

6.00%* Convertible Debenture*

The fair value of the 6.00% Convertible Debenture was comprised of a single financial liability in which the Company elected the fair value option under ASC 825 with changes in fair value recorded in changes in fair value of convertible debenture in the unaudited interim condensed consolidated statements of operations.

The fair value of the 6.00% Convertible Debenture was based on a Monte Carlo simulation of stock price of the Company on a daily basis and a discounted cash flow model that incorporates the amortization schedule, contingent on the daily simulated stock price. The valuation utilized significant Level 3 unobservable inputs, including implied yield, volatility, and risky discount rate. Other significant assumptions include risk-free rate, principal value, the Company’s common stock price, maturity date and the various conversion features and prices per the agreement. Significant judgment is required in selecting the significant inputs and assumptions. Actual assumptions may differ from our current estimates and such differences could materially impact the fair value of the convertible note.

The 6.00% Convertible Debenture was fully repaid during the second quarter of 2025 with the net proceeds from the initial tranche of the 15.00% Secured Debenture.

Assets and Liabilities Measured at Fair Value on a Non-Recurring Basis

In addition to assets and liabilities that are recorded at fair value on a recurring basis, impairment indicators may subject long-lived assets and finite-lived intangible assets to non-recurring fair value measurements. During the third quarter of 2025, property, plant and equipment and intangible assets were written down to their estimated fair values. The inputs to these models are considered to be Level 3 significant unobservable inputs.

The Level 3 significant unobservable inputs that were used in the valuation of the long-lived assets as of September 30, 2025 were:

Refer to Note 2, “Summary of Significant Account Policies,” for further information.

8. Long-Term Debt

15.00% Secured Debenture

On May 5, 2025, the Company issued the initial tranche of the 15.00% Secured Debenture in the aggregate principal amount of $210.0 million pursuant to the Secured Debenture Purchase Agreement with Yorkville for a purchase price of $199.5 million with a discount of $10.5 million. The 15.00% Secured Debenture was issued in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”). The initial tranche of the 15.00% Secured Debenture is subject to an amortization schedule which is scheduled to result in payment in full on April 30, 2027; 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. Under the Secured Debenture Purchase Agreement, Yorkville is committed to purchase a second tranche of the 15.00% Secured Debenture 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, which expires on May 6, 2026. The Secured Debenture Purchase Agreement also permits the Company to sell to Yorkville a third uncommitted tranche of the 15.00% Secured Debenture in an aggregate principal amount of up to $210.0 million, subject to the satisfaction of the closing conditions set forth therein.

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.

All secured debentures issued under the Secured Debenture Purchase Agreement incur interest at a rate of 15% per annum, which interest will increase to 25% per annum upon the occurrence of an Event of Default (as defined in the Secured Debenture Purchase Agreement) for so long as such event remains uncured and unwaived.

The following table shows change in the carrying amount of the 15.00% Secured Debenture during the nine months ended September 30, 2025 (in thousands):

As of September 30, 2025, the 15.00% Secured Debenture was comprised of the current portion of long-term debt and long-term debt of $120.6 million and $121.0 million, respectively, on the unaudited condensed consolidated balance sheet. Within the current portion of long-term debt and long-term debt on the unaudited condensed consolidated balance sheet, $1.1 million and $1.3 million was related to other debt as of September 30, 2025, respectively.

As of September 30, 2025, the outstanding principal on the debt was $251.8 million and was due monthly during each of the following years ended (in thousands):

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):

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

9. Convertible Debt Instruments

6.00% Convertible Debenture

On November 11, 2024, the Company entered into the Debenture Purchase Agreement pursuant to which the Company issued to Yorkville the 6.00% Convertible Debenture in exchange for the payment of $190.0 million. The 6.00% Convertible Debenture was issued in a private placement in reliance upon an exemption from registration provided by Section 4(a)(2) of the Securities Act. The 6.00% Convertible Debenture ranked pari passu in right of payment with all other outstanding and future senior indebtedness of the Company. The 6.00% Convertible Debenture was fully settled during the second quarter of 2025.

The Company incurred losses on extinguishment of convertible debt instruments and debt of $9.1 million during the nine months ended September 30, 2025.

7.00% Convertible Senior Notes

As of September 30, 2025 and December 2024, the 7.00% Convertible Senior Notes due June 1, 2026 (the “7.00% Convertible Senior Notes”) consisted of the following (in thousands):

As of September 30, 2025, the 7.00% Convertible Senior Notes were recorded in the current portion of convertible debt instruments, net in the unaudited interim condensed balance sheet.

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):

There wereno conversions of the 7.00% Convertible Senior Notes during the three and nine months ended September 30, 2025 and 2024. The estimated fair value of the 7.00% Convertible Senior Notes as of September 30, 2025 and December 31, 2024 was approximately $137.1 million and $112.5 million. The fair value estimation was Level 2 as it was primarily based on a quoted price in an active market.

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

3.75% Convertible Senior Notes

During the nine months ended September 30, 2025, the Company paid cash of $59.6 million, which included $58.5 million to retire the remaining outstanding principal and $1.1 million to pay the accrued interest, on the 3.75% Convertible Senior Notes due June 1, 2025 (the “3.75% Convertible Senior Notes”).

10. Extended Maintenance Contracts and Warranty Reserve

Loss Accrual

On a quarterly basis, we evaluate any potential losses related to our extended maintenance contracts for sales of equipment, related infrastructure and other that have been sold. The following table shows the roll forward of balances in the accrual for loss contracts (in thousands):

The Company recorded a benefit for loss accrual during the nine months ended September 30, 2025 primarily due to reductions in cost to service our GenDrive units and continued improvements.

Product Warranty Reserve

On a quarterly basis, we evaluate our product warranty reserve. The Company applies a failure rate based on product type on a contract-by-contract basis to determine its product warranty reserve liability. The Company’s product warranty reserve liability balance as of September 30, 2025 and December 31, 2024 was $18.3 million and $12.1 million, respectively.

11. Stockholders’ Equity

15.00% Secured Debenture Warrant

On July 8, 2025, the Company issued to Yorkville the 15.00% Secured Debenture Warrant to purchase 31,500,000 shares of common stock with an exercise price of $1.37 per share. As discussed in Note 8, “Long-Term Debt,” on the date of the funding of the initial tranche of the 15.00% Secured Debenture, the Company recorded the 15.00% Secured Debenture Warrant to equity at a fair value of $6.1 million. The 15.00% Secured Debenture Warrant was accounted for as permanent equity in accordance with ASC 815,Derivatives and Hedging (“ASC 815”), and was recorded at fair value at inception. The fair value of the warrant was determined using a Black-Scholes Option pricing model, with each scenario weighted based on the probability the warrant will become issuable. The 15.00% Secured Debenture Warrant was recorded to equity at the 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 assumptions used to calculate the valuation of the 15.00% Secured Debenture Warrant as of May 5, 2025 were as follows:

The fair value per share of the 15.00% Secured Debenture Warrant as of May 5, 2025 was approximately $0.19.

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.

March 2025 Offering

On March 20, 2025, the Company sold to several underwriters in a registered direct offering 46,500,000 shares of its common stock, Pre-Funded Warrants to purchase 138,930,464 shares of its common stock and accompanying Common Warrants to purchase 185,430,464 shares of its common stock for aggregate gross proceeds of $279.9 million with $11.9 million of underwriting discounts and $0.5 million of related issuance costs.

During the second quarter of 2025, the Pre-Funded Warrants were exercised for 138,930,464 shares of common stock at an exercise price of $0.001 per share for total proceeds of $0.1 million.

The Pre-Funded Warrants and Common Warrants are freestanding financial instruments that are legally detachable and separately exercisable from the shares of common stock with which they were issued, do not embody an obligation for the Company to repurchase its shares, and permit the holders to receive a fixed number of shares of common stock upon exercise.

As of the issuance date, the common stock was valued at $73.5 million based on the Company’s stock price. The Pre-Funded Warrants and Common Warrants were valued at $219.4 million and $162.5 million, respectively, using the following Black-Scholes assumptions:

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.

Common Stock

On January 17, 2024, the Company entered into the At Market Issuance Sales Agreement (the “ATM Sales Agreement”) with 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. On February 23, 2024 and November 7, 2024, the Company and B. Riley amended the ATM Sales Agreement to, among other things, increase the aggregate offering price of shares of common stock available for issuance under the program to $1.0 billion. On August 15, 2025, the Company and B. Riley amended the ATM Sales Agreement to extend the term to August 15, 2027. On September 29, 2025, the Company and B. Riley amended the “at-the-market” equity offering program to add Yorkville as an additional sales agent and/or principal through which the Company may offer and sell shares pursuant to the “at-the-market” equity offering program. During the three months ended September 30, 2025, the Company sold 29,419,352 shares of common stock at a weighted-average sales price of $1.60 per share for gross proceeds of $47.2 million with related issuance costs of $0.8 million. During the nine months ended September 30, 2025, the Company sold 34,573,529 shares of common stock at a weighted-average sales price of $1.62 per share for gross proceeds of $55.9 million with related issuance costs of $1.0 million through the “at-the-market” equity offering program. As of September 30, 2025, the Company had $944.1 million of aggregate gross sales price of shares available to be sold under the “at-the-market” equity offering program.

Accumulated Other Comprehensive Income/(Loss)

Accumulated other comprehensive income/(loss) is comprised of foreign currency translation gains and losses. There wereno reclassifications from accumulated other comprehensive income/(loss) for the three and nine months ended September 30, 2025 and 2024.

Other comprehensive income for the three months ended September 30, 2025 increased due to foreign currency translation gains of $0.3 million. Other comprehensive income for the three months ended September 30, 2024 increased due to foreign currency translation gains of $0.3 million. Other comprehensive income for the nine months ended September 30, 2025 increased due to foreign currency translation gains of $6.3 million. Other comprehensive income for the nine months ended September 30, 2024 increased due to foreign currency translation gains of $5.2 million.

12. Share-Based Consideration Payable to a Customer

Amazon Transaction Agreement in 2022

As of September 30, 2025 and December 31, 2024, the balance of the contract asset related to the warrant was $31.2 million and $33.2 million, respectively, which was recorded in contract assets in the Company’s unaudited interim condensed consolidated balance sheets.

As of September 30, 2025 and December 31, 2024,3,500,000 and 3,000,000 of the shares related to the warrant had vested, respectively, andnone of the shares had been exercised. During the three and nine months ended September 30, 2025 and 2024, there wereno exercises with respect to the shares related to the warrant. The total amount of provision for common stock warrants recorded as a reduction of revenue for the warrant during the three months ended September 30, 2025 and 2024 was $5.0 million and $2.0 million, respectively. The total amount of provision for common stock warrants recorded as a reduction of revenue for the warrant during the nine months ended September 30, 2025 and 2024 was $11.8 million and $4.4 million, respectively.

Amazon Transaction Agreement in 2017

As of September 30, 2025 and December 31, 2024, all 55,286,696 of the shares related to the warrant had vested and the warrant was exercised with respect to 34,917,912 shares of the Company’s common stock. During the three and nine months ended September 30, 2025 and 2024, there wereno exercises with respect to the shares related to the warrant. The total amount of provision for common stock warrants recorded as a reduction of revenue for the warrant during the three months ended September 30, 2025 and 2024 was $0.1 million and $0.1 million, respectively. The total amount of provision for common stock warrants recorded as a reduction of revenue for the warrant during the nine months ended September 30, 2025 and 2024 was $0.3 million and $0.3 million, respectively.

Walmart Transaction Agreement

As of September 30, 2025 and December 31, 2024, the balance of the contract asset related to the warrant was $1.2 million and $2.6 million, respectively, which was recorded in contract assets in the Company’s unaudited interim condensed consolidated balance sheets.

As of September 30, 2025 and December 31, 2024,45,102,304 and 40,010,108 of the shares related to the warrant had vested, respectively, and the warrant was exercised with respect to 13,094,217 shares of the Company’s common stock. During the three and nine months ended September 30, 2025 and 2024, there wereno exercises with respect to the shares related to the warrant. The total amount of provision for common stock warrants recorded as a reduction of revenue for the warrant during the three months ended September 30, 2025 and 2024 was $5.8 million and $3.9 million, respectively. The total amount of provision for common stock warrants recorded as a reduction of revenue for the warrant during the nine months ended September 30, 2025 and 2024 was $17.4 million and $11.6 million, respectively.

13. Revenue

Disaggregation of revenue

The following table provides information about disaggregation of revenue (in thousands):

Contract balances

Contract assets primarily relate to contracts for which revenue is recognized on a straight-line basis; however, billings escalate over the life of a contract. Contract assets also include amounts recognized as revenue in advance of billings to customers, which are dependent upon the satisfaction of another performance obligation. These amounts are included in contract assets on the unaudited interim condensed consolidated balance sheets.

The deferred revenue and other contract liabilities relate to the advance consideration received from customers for services that will be recognized over time (primarily fuel cell and related infrastructure services and electrolyzer systems and solutions). Deferred revenue and other contract liabilities also include advance consideration received from customers prior to delivery of products. These amounts are included within deferred revenue and other contract liabilities on the unaudited interim condensed consolidated balance sheets.

Significant changes in the contract assets and the deferred revenue and other contract liabilities balances during the period are as follows (in thousands):

Estimated future revenue

The following table includes estimated revenue expected to be recognized in the future related to performance obligations that are unsatisfied (or partially unsatisfied) at the end of the reporting period, including provision for common stock warrants (in thousands):

14. Income Taxes

The Company recorded $0.1 million and $0.1 million of income tax expense during the three months ended September 30, 2025 and 2024, respectively. The Company recorded $0.1 million of income tax expense and $0.1 million of income tax benefit during the nine months ended September 30, 2025 and 2024, respectively. The Company has not changed its overall conclusion with respect to the need for a valuation allowance against its net deferred tax assets in the U.S., which remain fully reserved. With the exception of a few service entities mainly in Europe, all domestic and foreign deferred tax assets are offset by a full valuation allowance because it is more likely than not that the tax benefits of the net operating loss carryforwards and other deferred tax assets will not be realized. The Company recognizes accrued interest and penalties related to unrecognized tax benefits, if any, as a component of income tax expense.

On July 4, 2025, the One Big Beautiful Bill Act (“OBBBA”) was enacted into law. The OBBBA includes permanent extensions of certain provisions of the Tax Cuts and Jobs Act of 2017, modifies various federal clean energy tax provisions of the Inflation Reduction Act of 2022 (the “IRA”) and includes the allowance of immediate expensing of qualifying research and development expenses incurred in the United States. The most significant impacts of the OBBBA to the Company are related to Section 45V Credit for Production of Clean Hydrogen, which will be available for clean hydrogen facilities beginning construction before January 1, 2028 and the Section 48E Investment Tax Credit which 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.

15. Employee Benefit Plans

2011 and 2021 Stock Option and Incentive Plan

Stock-based compensation costs recognized, excluding the Company’s matching contributions of $2.1 million and $2.6 million to the Plug Power Inc. 401(k) Savings & Retirement Plan and quarterly Board and executive compensation, were $10.0 million and $21.3 million for the three months ended September 30, 2025 and 2024, respectively. Stock-based compensation costs recognized, excluding the Company’s matching contributions of $7.4 million and $8.9 million to the Plug Power Inc. 401(k) Savings & Retirement Plan and quarterly Board and executive compensation, were $28.5 million and $54.4 million for the nine months ended September 30, 2025 and 2024, respectively. The methods and assumptions used in the determination of the fair value of stock-based awards are consistent with those described in our 2024 Form 10-K.

The components and classification of stock-based compensation expense, excluding the Company’s matching contributions to the Plug Power Inc. 401(k) Savings & Retirement Plan and quarterly Board compensation, were as follows (in thousands):

Service Stock Options Awards

During the nine months ended September 30, 2025, the Company granted 7,800,248 service stock option awards at a weighted average exercise price of $1.64. In addition,5,000 service stock option awards were exercised at a weighted average exercise price of $2.23. Finally,4,267,695 service stock option awards were forfeited at a weighted average exercise price of $7.16. The total fair value of the service stock option awards that vested during the nine months ended September 30, 2025 and 2024 was approximately $10.4 million and $16.9 million, respectively.

Compensation cost associated with service stock option awards represented approximately $4.2 million and $3.7 million of the total share-based payment expense recorded for the three months ended September 30, 2025 and 2024, respectively.

Compensation cost associated with service stock option awards represented approximately $11.9 million and $16.0 million of the total share-based payment expense recorded for the nine months ended September 30, 2025 and 2024, respectively. As of September 30, 2025, there was approximately $23.9 million of unrecognized compensation cost related to service stock option awards to be recognized over the weighted average remaining period of 1.90 years.

Market Condition Stock Option Awards

During the nine months ended September 30, 2025, the Company did not grant market condition stock option awards. In addition,1,490,833 market condition stock option awards were forfeited at a weighted average exercise price of $4.38.

Compensation cost associated with market condition stock option awards represented approximately $0.5 million and $9.3 million of the total share-based payment expense recorded for the three months ended September 30, 2025 and 2024, respectively.

Compensation cost associated with market condition stock option awards represented approximately $2.2 million and $11.1 million of the total share-based payment expense recorded for the nine months ended September 30, 2025 and 2024, respectively. Compensation costs associated with these awards are recognized as the requisite service period is rendered, regardless of when, if ever, the market condition is satisfied. As of September 30, 2025, there was approximately $1.5 million of unrecognized compensation cost related to market condition stock option awards to be recognized over the weighted average remaining period of 0.70 years.

As of September 30, 2025, there were 1,045,000 unvested market condition stock option awards for which the employee requisite service period had not been rendered but were expected to vest. The aggregate intrinsic value of these unvested market condition stock option awards was $0 as of September 30, 2025. The weighted average exercise price of these unvested market condition stock option awards was $7.87 and the weighted average remaining contractual term was 4.63 years as of September 30, 2025.

Restricted Stock and Restricted Stock Unit Awards

The following table reflects the restricted stock and restricted stock unit activity during the nine months ended September 30, 2025 (in thousands except share amounts):

The weighted average grant-date fair value of the restricted stock and restricted stock unit awards granted during the nine months ended September 30, 2025 and 2024 was $2.64 and $2.81, respectively. The total fair value of restricted stock and restricted stock unit awards that vested during the nine months ended September 30, 2025 and 2024 was $14.2 million and $28.2 million, respectively.

Compensation cost associated with restricted stock and restricted stock unit awards represented approximately $5.1 million and $8.3 million for the three months ended September 30, 2025 and 2024, respectively.

Compensation cost associated with restricted stock and restricted stock unit awards represented approximately $14.0 million and $27.3 million for the nine months ended September 30, 2025 and 2024, respectively. As of September 30, 2025, there was $13.4 million of unrecognized compensation cost related to restricted stock and restricted stock unit awards to be recognized over the weighted average period of 1.26 years.

401(k) Savings & Retirement Plan

The Company issued 5,500,869 shares of common stock and 3,305,494 shares of common stock pursuant to the Plug Power Inc. 401(k) Savings & Retirement Plan during the nine months ended September 30, 2025 and 2024, respectively.

The Company’s expense for this plan was approximately $2.1 million and $2.6 million during the three months ended September 30, 2025 and 2024, respectively. The Company’s expense for this plan was approximately $7.4 million and $8.9 million during the nine months ended September 30, 2025 and 2024, respectively.

Non-Employee Director Compensation

The Company granted 334,269 shares of common stock and 210,315 shares of common stock to non-employee directors as compensation during the nine months ended September 30, 2025 and 2024, respectively. All common stock issued is fully vested at the time of issuance and is valued at fair value on the date of issuance.

The Company’s share-based compensation expense in connection with non-employee director compensation was approximately $0.1 million and $0.1 million during the three months ended September 30, 2025 and 2024, respectively. The Company’s share-based compensation expense in connection with non-employee director compensation was approximately $0.5 million and $0.5 million during the nine months ended September 30, 2025 and 2024, respectively.

In accordance with the non-employee director compensation plan, during the nine months ended September 30, 2025 the Company reimbursed $0.1 million of administrative expenses incurred by Mr. McNamee.

16. Commitments and Contingencies

Restricted Cash

In connection with certain of the noted sale/leaseback agreements, cash of $383.8 million and $476.2 million was required to be restricted as security as of September 30, 2025 and December 31, 2024, respectively, which will be released over the lease term. As of September 30, 2025 and December 31, 2024, the Company also had certain letters of credit backed by security deposits totaling $214.1 million and $276.4 million, respectively, of which $183.4 million and $242.7 million are security for the noted sale/leaseback agreements, respectively, and $30.7 million and $33.7 million are letters of credit related to customs and other transactions, respectively.

As of September 30, 2025 and December 31, 2024, the Company had $80.0 million and $73.7 million, respectively, held in escrow related to the construction of certain hydrogen production plants.

The Company also had $0 and $1.2 million of consideration held by our paying agent in connection with the Joule acquisition reported as restricted cash as of September 30, 2025 and December 31, 2024, respectively, with a corresponding accrued liability on the Company’s unaudited interim condensed consolidated balance sheets. Additionally, the Company had $5.2 million and $7.4 million in restricted cash as collateral resulting from the Frames acquisition as of September 30, 2025 and December 31, 2024, respectively, with a corresponding accrued liability on the Company’s unaudited interim condensed consolidated balance sheets.

Litigation

Legal matters are handled in the ordinary course of business. The outcome of any such matters, regardless of the merits, is inherently uncertain; therefore, assessing the likelihood of loss and any estimated damages is difficult and subject to considerable judgment. Liabilities for loss contingencies arising from claims, assessments, litigation, fines, and penalties and other sources are recorded when it is probable that a liability has been incurred and the amount can be reasonably estimated. Legal costs incurred in connection with loss contingencies are expensed as incurred. While we are not in a position to accurately predict the outcome of any legal or other proceedings, where there is at least a reasonable possibility that a loss may be incurred, GAAP requires us to disclose an estimate of the reasonably possible loss or range of loss, if material, or make a statement that such an estimate cannot be made. A reasonably possible loss or range of loss associated with any individual legal proceeding cannot be currently estimated.

Securities Litigation and Related Stockholder Derivative Litigation

2023 Securities Action and Related Derivative Litigation

A consolidated action is pending in the United States District Court for the District of Delaware asserting claims under the federal securities laws against the Company and certain of its senior officers on behalf of a putative class of purchasers of the Company’s securities, styled In re Plug Power, Inc. Securities Litigation, No. 1:23-cv-00576-MN (the “2023 Securities Action”). The plaintiffs filed a consolidated complaint on September 28, 2023, in which they assert claims under the federal securities laws against the Company and four of its senior officers, Mr. Marsh, Mr. Middleton, Sanjay Shrestha, and former officer David Mindnich, on behalf of a putative class of purchasers of the Company’s common stock between January 19, 2022 and March 1, 2023. The complaint alleges that the defendants made “materially false and/or misleading statements” about the Company’s business and operations, including the Company’s revenue goals for 2022, its ability to effectively manage its supply chain and product manufacturing, and its progress in construction of new hydrogen production capacity. On February 4, 2025, the Court issued an opinion and order dismissing the consolidated complaint, with leave to replead. The plaintiffs filed an amended complaint on February 25, 2025, in which they no longer name Mr. Mindnich, but otherwise substantially release the previous claims. The Company and the other defendants filed a Motion to Dismiss on April 30, 2025 and briefing was completed on July 23, 2025.

Beginning on September 13, 2023, three separate actions were filed in the U.S. District Court for the District of Delaware and in the U.S. District Court for the Southern District of New York asserting claims derivatively, on behalf of

the Company, against certain former and current Company officers and directors based on the allegations and claims in the 2023 Securities Action. Those cases have been consolidated in the District of Delaware under the caption In re Plug Power, Inc. Stockholder Deriv. Litig., No. 1:23-cv-01007-MN (D. Del.). The defendants named in the constituent complaint were Mr. Marsh, Mr. Middleton, Mr. Mindnich, Martin Hull, Ms. Helmer, Mr. Kenausis, Mr. McNamee, Mr. Schneider, Mr. Silver, Mr. Willis, and current or former directors Jean Bua, Kavita Mahtani, and Kyungyeol Song. In an order entered on April 26, 2024, the Court approved the parties’ stipulation to stay all proceedings until motions to dismiss have been resolved in the 2023 Securities Action.

2024 Securities Litigation

On March 22, 2024, Ete Adote filed a complaint in the United States District Court for the Northern District of New York asserting claims under the federal securities laws against the Company, Mr. Marsh, and Mr. Middleton, on behalf of an alleged class of purchasers of the Company’s common stock between May 9, 2023 and January 16, 2024, styled Adote v. Plug Power, Inc. et al., No. 1:24-cv-00406-MAD-DJS (N.D.N.Y.). The complaint alleges that the defendants made misstatements concerning the Company’s progress in construction of new hydrogen production capacity and its ability to effectively manage its supply chain. On April 30, 2024, a second complaint asserting substantially similar claims against the same defendants, but on behalf of a putative class of purchasers of the Company’s common stock between March 1, 2023 and January 16, 2024, was filed in the Northern District of New York, styled Lee v. Plug Power, et al., No. 1:24;cv-0598-MAD-DJS (N.D.N.Y.). The Court has approved stipulations in both actions extending the time for all defendants to respond to any pleading until after the Court appoints lead plaintiff(s). Appeals from an order appointing lead plaintiffs were denied on July 11, 2025. Pursuant to a briefing schedule entered by the Court, lead plaintiffs filed a consolidated complaint on August 25, 2025, and all defendants filed motions to dismiss the complaint on October 29, 2025.

Other Litigation

On October 23, 2024, a case entitled First Solar, Inc. v. Plug Power Inc., Index No. 655610/2024 was filed in the New York State Supreme Court, New York County, asserting a claim for breach of contract associated with a purchase order for solar panels manufactured by First Solar to be purchased by the Company. The complaint seeks monetary relief along with pre-judgment interest.

Guarantee

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.

Unconditional Purchase Obligations

The Company has entered into certain off–balance sheet commitments that require the future purchase of goods or services (“unconditional purchase obligations”). The Company’s unconditional purchase obligations primarily consist of supplier arrangements and take or pay contracts. For certain vendors, the Company’s unconditional obligation to purchase a minimum quantity of raw materials at an agreed upon price is fixed and determinable while certain other raw material costs will vary due to product forecasting and future economic conditions.

Future payments under non-cancellable unconditional purchase obligations with a remaining term in excess of one year as of September 30, 2025 were as follows (in thousands):

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.

17. Segment Reporting

Our organization is managed from a sales perspective based on “go-to-market” sales channels, emphasizing shared learning across end-user applications and common supplier/vendor relationships. These sales channels are structured to serve a range of customers for our products and services. As a result of this structure, we concluded that we haveone operating and reportable segment – the design, development and sale of hydrogen products and solutions that help customers meet their business goals while decarbonizing their operations. Our chief executive officer was identified as the chief operating decision maker (“CODM”). All significant operating decisions made by management are based upon analysis of Plug on a total company basis, including assessments related to our incentive compensation plans. The accounting policies of the segment are the same as those described in the summary of significant accounting policies.

The information regularly provided to the CODM used to assess performance and allocate resources is the same as the Company’s consolidated financial statements. The measure of segment profit or loss used by the CODM in assessing segment performance and how to allocate resources is consolidated net loss which is presented in the unaudited interim condensed consolidated statements of operations. The CODM uses net loss in strategic planning, for example, decision making of whether to allocate resources towards strengthening sales channels, investing in research and development, focusing on cost-down initiatives, and/or analyzing Company overhead in respect to specific products and service lines. Net loss is also used to monitor budget versus actual results and is considered in assessments related to company-wide incentive compensation. The significant segment expenses included within the segment measure of profit or loss are total costs of revenue, research and development expense, selling, general and administrative expense, and impairment expense. Other segment items are comprised of restructuring, change in fair value of contingent consideration, interest income, interest expense, other income/(expense), net, loss on extinguishment of convertible debt instruments and debt, change in fair value of convertible debenture, change in fair value of debt, loss on equity method investments, income tax (expense)/benefit and net loss attributable to non-controlling interest, which are presented in the unaudited interim condensed consolidated statements of operations. The CODM is not regularly provided a measure of segment assets.

The following table presents reported segment revenue, significant segment expenses, other segment items and segment measure of profit/(loss):

18. Related Party Transactions

SK Plug Hyverse

Our 49/51 joint venture, SK Plug Hyverse, aims to provide hydrogen fuel cell systems, hydrogen fueling stations, electrolyzers and clean hydrogen to the Korean and other selected Asian markets. During the three months ended September 30, 2025 and 2024, the Company recognized related party revenue of $0 and $1.2 million, respectively. For the nine months ended September 30, 2025 and 2024, the Company recognized related party revenue of $0 and $5.7 million, respectively. As of September 30, 2025 and December 31, 2024, the Company had related party outstanding accounts receivable of $1.0 million and $3.5 million, respectively.

19. Restructuring

In March 2025, the Company announced initiatives to reduce its workforce, realign its manufacturing footprint and streamline its organization to enhance operational efficiency and improve overall liquidity (the “2025 Restructuring Plan”). We began executing the 2025 Restructuring Plan in March 2025 and expect the 2025 Restructuring Plan to be substantially completed in the fourth quarter of 2025, subject to local law and consultation requirements.

In February 2024, the Company announced a restructuring plan (the “2024 Restructuring Plan”). The 2024 Restructuring Plan included strategic moves to enhance our financial performance and ensure long-term value creation in a competitive market. We began executing the 2024 Restructuring Plan in February 2024 and it was effectively completed during the fourth quarter of 2024.

During the three months ended September 30, 2025 and 2024, the Company incurred $5.5 million and$0.6 million in restructuring costs, respectively, which were recorded in the restructuring financial statement line item in the unaudited interim condensed consolidated statements of operations. During the nine months ended September 30, 2025

and 2024, the Company incurred $25.6 million and $8.2 million in restructuring costs, respectively, which were recorded in the restructuring financial statement line item in the unaudited interim condensed consolidated statements of operations. The following table reflects the category of restructuring charges incurred during the three and nine months ended September 30, 2025 and 2024 (in thousands):

The accrued restructuring balances as of September 30, 2025 and December 31, 2024 were recorded in the accrued expenses financial statement line item in the unaudited interim condensed consolidated balance sheets. Restructuring activities related to the 2025 and 2024 Restructuring Plans were as follows (in thousands):

As of September 30, 2025, total accrued expenses related to restructuring activities were comprised of (1) $1.6 million of employee severance and benefit arrangements and (2) $0.2 million of legal and professional services costs.

We estimate that we will incur future restructuring costs of $0.2 million related to employee severance and benefit arrangements during the fourth quarter of 2025. In addition, we expect to incur future restructuring costs of $1.2 million related to facility exit costs during the fourth quarter of 2025. The actual timing and amount of such costs associated may differ from our current expectations and estimates and such differences may be material.

20. Variable Interest Entities

Hidrogenii

In the third quarter of 2022, our wholly-owned subsidiary, Plug Power LA JV, LLC, created a joint venture with Niloco Hydrogen Holdings LLC, a wholly-owned subsidiary of Olin, named Hidrogenii to support reliability of supply and speed to market for hydrogen throughout North America and set the foundation for broader collaboration between Plug and Olin. During the second quarter of 2025, Hidrogenii placed into service a 15-ton-per-day hydrogen plant in St. Gabriel, Louisiana. Hidrogenii is owned 50% by Plug Power LA JV, LLC and 50% by Niloco Hydrogen Holdings LLC.

The Company has determined Hidrogenii to be a VIE, and the Company is considered to be the VIE’s primary beneficiary, as we determined we have both the power to direct the activities that most significantly impact the economic performance of the VIE and the obligation to absorb losses or the right to receive benefits that could potentially be significant to the VIE. On an ongoing basis, we are contractually obligated to certain operational funding. We consolidated

the joint venture’s results within our single consolidated reportable segment. Hidrogenii has similar risks to those described in Item 1A, “Risk Factors,” in the Company’s 2024 Form 10-K.

The VIE’s assets can be used to settle only the VIE’s obligations and the creditors related to the VIE’s liabilities have no recourse against the general credit of the Company. The table below summarizes balances associated with Hidrogenii as reflected on our unaudited interim condensed consolidated balance sheets as of September 30, 2025 and December 31, 2024 (in thousands):

21. Subsequent Events

Non-binding Letter of Intent Related to Electricity Rights

On November 7, 2025, the Company signed a non-binding Letter of Intent (the “non-binding LOI”) to monetize its electricity rights in New York and one other location and collaborate with a U.S. data center developer. Monetizing electricity rights would generate improvement in liquidity through a combination of sale of construction in progress assets and release of restricted cash. In connection with this, the Company will suspend activities related to the Department of Energy loan program. While we have entered into the non-binding LOI, there is no assurance that the monetizing of the electrical rights in New York and other location will be completed on the terms contained in the non-binding LOI or otherwise.

October 2025 Warrant Inducement

On October 8, 2025, the Company entered into a warrant inducement agreement with the holder of the Common Warrants, whereby in consideration for exercising all of the 185,430,464 outstanding Common Warrants at the exercise price as set forth in the Common Warrants of$2.00 per share, the Company agreed to (i) amend the Common Warrants to provide for the issuance of the New Pre-Funded Warrants for 154,430,464 shares of the Company’s common stockat$0.0001 per share, and (ii) issue the New Common Warrants to purchase up to 185,430,464 shares of the Company’s common stock at$7.75 per share. As a result of the warrant inducement agreement, the Company received net proceeds, after deducting transaction expenses and fees, of$355.1 million.

Subsequent to September 30, 2025, all of the New Pre-Funded Warrants were exercised for 154,430,464 shares of the Company’s common stock for proceeds of $15 thousand.

The New Common Warrants expire on March 20, 2028. The New Common Warrants will not become exercisable for shares unless and until the Company takes all action necessary to increase its authorized shares of common stock to an amount sufficient to provide for the issuance of shares upon the exercise of the New Common Warrants. The New Common Warrants will be cash settled after February 28, 2026 if the Company has not increased its authorized shares of common stock.