PLUG POWER INC

In addition to the other information set forth in this Quarterly Report on Form 10-Q, you should carefully consider the risk factors that could materially affect the Company’s business, financial condition or future results discussed in the Company’s 2024 Form 10-K in Part I, Item 1A “Risk Factors” and the Company’s Form 10-Q for the quarter ended March 31, 2025 in Part II, Item 1A “Risk Factors.” The risks described in the 2024 Form 10-K and the Form 10-Q for the quarter ended March 31, 2025 are not the only risks that could affect the Company. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial may also materially adversely affect our business, financial condition and/or operating results in the future. As a supplement to the risk factors identified in the 2024 Form 10-K and the Form 10-Q for the quarter ended March 31, 2025, below we have set forth an updated risk factor. Other than as provided below, there have been no material changes to the risk factors identified in the 2024 Form 10-K and the Form 10-Q for the quarter ended March 31, 2025.

Our decision to temporarily suspend activities related to the DOE loan program could adversely affect our access to low-cost capital, delay project execution, and expose us to potential termination or modification of the DOE loan guarantee.

On January 16, 2025, the DOE agreed to arrange a multi-draw term-loan facility to finance the development, construction, and ownership of up to six green-hydrogen production facilities. Our ability to receive advances under the DOE loan remains subject to technical, legal, environmental, and financial conditions and achievement of specific milestones, which may not be achieved when anticipated or at all.

In November 2025, we elected to temporarily suspend activities related to the DOE loan program while we evaluate our optimal reallocation of capital, including projects previously contemplated in New York and Texas. This suspension, although intended to align capital allocation with higher-return opportunities, could cause the DOE to delay, reduce, or withdraw future funding commitments if it determines that project-development conditions are no longer being met or that milestones must be re-established. The DOE loan guarantee contains conditions precedent, milestones, and ongoing covenants that may be impacted by changes in project scope or timing. There can be no assurance that the DOE will consent to modified development plans, or that the loan guarantee will remain available under the same terms following a suspension of activity.

If the DOE determines that we are not meeting required conditions or project milestones, the agency could terminate its loan guarantee commitment. Any such action could limit our ability to finance future hydrogen-generation or infrastructure projects on comparable terms, increase our cost of capital, or cause delays in the development of projects. In addition, suspension of the DOE loan program could be viewed unfavorably by other counterparties, lenders, or strategic partners and could adversely affect our reputation or perceived creditworthiness. While we believe that reallocating capital toward higher-return initiatives represents a prudent financial and strategic decision, these actions may also result in foregone benefits associated with the DOE program, including favorable interest rates and long-term governmental support for hydrogen infrastructure, and our financial condition, liquidity, and ability to execute our growth strategy could be adversely affected.