PLUG POWER INC
For the period ended Dec 31, 2025. Filed Mar 2, 2026.
View on SEC.govAbout this filing
A company's yearly report to the SEC, with audited financial statements. It is the fullest account a company gives of its business, its finances and the risks it sees.
FY2025 · Filed Mar 2, 2026
PLUG$1.37-9.0%Stored close · as of Nov 10, 2026
Extracted filing text, with the paragraph anchors used by the comparison.
See the whole filing, with its images and exhibitsContents
Item 15. Exhibits, Financial Statement Schedules
Item 15. Exhibits and Financial Statement Schedules
15(a)(1) Financial Statements
The financial statements and notes are listed in the Index to Consolidated Financial Statements on page F-1 of this Annual Report on Form 10-K.
15(a)(2) Financial Statement Schedules
The following financial statement schedule is included in this Annual Report on Form 10-K (in thousands):
Schedule II - Valuation and Qualifying Accounts
| | | | | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| · · Column B · · Column C - Additions · · Column D · · Column E | ||||||||||||
| Description · · Balance at Beginning of Period · · Charged to Costs and Expenses · · Charged to Other accounts - Describe · · Deductions - Describe · · Balance at End of Period | ||||||||||||
| Year ended December 31, 2025 | | | | | | | | | | | | |
| Inventory valuation adjustments | | $158,895 | | 97,062 | | - | | (104,051) | (1) | $151,906 | ||
| Allowance for credit losses | | $37,712 | | 28,455 | | - | | (19,362) | (2) | $46,805 | ||
| Year ended December 31, 2024 | | | | | | | | | | | | |
| Inventory valuation adjustments | | $85,210 | | 171,981 | | - | | (98,296) | (1) | $158,895 | ||
| Allowance for credit losses | | $8,798 | | 30,779 | | - | | (1,865) | (2) | $37,712 | ||
| Year ended December 31, 2023 | | | | | | | | | | | | |
| Inventory valuation adjustments | | $5,442 | | 93,742 | | - | | (13,974) | (1) | $85,210 | ||
| Allowance for credit losses | | $43 | | 8,848 | | - | | (93) | (2) | $8,798 | ||
(1) Write offs of inventory valuation adjustments
(2) Write offs and recoveries of credit losses
15(a)(3) Exhibits
The following exhibits are filed as part of and incorporated by reference into this Annual Report on Form 10-K:
| | | |
| Exhibit No. | | Description |
| | | |
| 2.1 | | Agreement and Plan of Merger, dated June 18, 2020, by and among Plug Power Hydrogen Holdings, Inc., UHG Merger Sub, Inc., United Hydrogen Group Inc. and Vladimir Prerad, as the representative of the stockholders of United Hydrogen Group Inc. (filed as Exhibit 2.2 to Plug Power Inc.’s Current Report on Form 8-K filed on June 23, 2020 and incorporated by reference herein) |
| | | |
| 3.1 | Amended and Restated Certificate of Incorporation of Plug Power Inc. (filed as Exhibit 3.1 to Plug Power Inc.’s Annual Report on Form 10-K filed on March 16, 2009 and incorporated by reference herein) | |
| | | |
| 3.2 | | Certificate of Amendment to Amended and Restated Certificate of Incorporation of Plug Power Inc. (filed as Exhibit 3.3 to Plug Power Inc.’s Annual Report on Form 10-K filed on March 16, 2009 and incorporated by reference herein) |
| | | |
| 3.3 | | Second Certificate of Amendment of Amended and Restated Certificate of Incorporation of Plug Power Inc. (filed as Exhibit 3.1 to Plug Power Inc.’s Current Report on Form 8-K filed on May 19, 2011 and incorporated by reference herein) |
| | | |
| | | |
| Exhibit No. | | Description |
| 3.4 | | Third Certificate of Amendment of Amended and Restated Certificate of Incorporation of Plug Power Inc. (filed as Exhibit 3.1 to Plug Power Inc.’s Current Report on Form 8-K filed on July 25, 2014 and incorporated by reference herein) |
| | | |
| 3.5 | | Certificate of Correction to Third Certificate of Amendment of Amended and Restated Certificate of Incorporation of Plug Power Inc. (filed as Exhibit 3.9 to Plug Power Inc.’s Annual Report on Form 10-K filed on March 10, 2017 and incorporated by reference herein) |
| | | |
| 3.6 | | Fourth Certificate of Amendment of Amended and Restated Certificate of Incorporation of Plug Power Inc. (filed as Exhibit 3.1 to Plug Power Inc.’s Current Report on Form 8-K filed on June 30, 2017 and incorporated by reference herein) |
| | | |
| 3.7 | | Fifth Certificate of Amendment of Amended and Restated Certificate of Incorporation of Plug Power Inc. (filed as Exhibit 3.7 to Plug Power Inc.’s Quarterly Report on Form 10-Q filed on August 5, 2021 and incorporated by reference herein) |
| | | |
| 3.8 | | Sixth Certificate of Amendment of Amended and Restated Certificate of Incorporation of Plug Power Inc. (filed as Exhibit 3.1 to Plug Power Inc.’s Current Report on Form 8-K filed on February 13, 2026 and incorporated by reference herein) |
| | | |
| 3.9 | | Certificate of Designations, Preferences and Rights of a Series of Preferred Stock of Plug Power Inc. classifying and designating the Series A Junior Participating Cumulative Preferred Stock. (filed as Exhibit 3.1 to Plug Power Inc.’s Registration Statement on Form 8-A filed on June 24, 2009 and incorporated by reference herein) |
| | | |
| 3.10 | | Seventh Amended and Restated Bylaws of Plug Power Inc. (filed as Exhibit 3.1 to Plug Power Inc.’s Current Report on Form 8-K filed on April 26, 2024 and incorporated by reference herein) |
| | | |
| 4.1 | | Specimen Certificate for Shares of Common Stock, $.01 par value, of Plug Power Inc. (filed as Exhibit 4.1 to Plug Power Inc.’s Registration Statement on Form S-1 (File Number 333-86089) and incorporated by reference herein) |
| | | |
| 4.2 | | Indenture, dated as of May 18, 2020, between Plug Power Inc. and Wilmington Trust, National Association (filed as Exhibit 4.1 to Plug Power Inc.’s Current Report on Form 8-K filed on May 19, 2020 and incorporated by reference herein) |
| | | |
| 4.3 | | Form of 3.75% Convertible Senior Notes due June 1, 2025 (filed as Exhibit 4.1 to Plug Power Inc.’s Current Report on Form 8-K filed on May 19, 2020 and incorporated by reference herein) |
| | | |
| 4.4 | | Indenture, dated as of March 20, 2024, between Plug Power Inc. and Wilmington Trust, National Association, as Trustee (filed as Exhibit 4.1 to Plug Power Inc.’s Current Report on Form 8-K filed on March 26, 2024 and incorporated by reference herein) |
| | | |
| 4.5 | | Form of 7.00% Convertible Senior Notes due 2026 (filed as Exhibit 4.1 to Plug Power Inc.’s Current Report on Form 8-K filed on March 26, 2024 and incorporated by reference herein) |
| | | |
| 4.6 | | Indenture, dated as of November 21, 2025, between Plug Power Inc. and U.S. Bank Trust Company, National Association (filed as Exhibit 4.1 to Plug Power Inc.’s Current Report on Form 8-K filed on November 21, 2025 and incorporated by reference herein) |
| | | |
| 4.7 | | Form of 6.75% Convertible Senior Notes due 2033 (filed as Exhibit A to Exhibit 4.1 to Plug Power Inc.’s Current Report on Form 8-K filed on November 21, 2025 and incorporated by reference herein) |
| | | |
| Exhibit No. | | Description |
| 4.8 | | Warrant to Purchase Common Stock, issued April 4, 2017, between Plug Power Inc. and Amazon.com NV Investment Holdings LLC (filed as Exhibit 4.1 to Plug Power Inc.’s Current Report on Form 8-K filed on April 5, 2017 and incorporated by reference herein) |
| | | |
| 4.9 | | Warrant to Purchase Common Stock, issued August 24, 2022, between Plug Power Inc. and Amazon.com NV Investment Holdings LLC (filed as Exhibit 4.1 to Plug Power Inc.’s Current Report on Form 8-K filed August 25, 2022 and incorporated by reference herein) |
| | | |
| 4.10 | | Warrant to Purchase Common Stock (filed as Exhibit 4.1 to Plug Power Inc.’s Current Report on Form 8-K filed on July 9, 2025 and incorporated by reference herein) |
| 4.11 | | Form of New Warrant (filed as Exhibit 4.1 to Plug Power Inc.’s Current Report on Form 8-K filed on October 8, 2025 and incorporated by reference herein) |
| | | |
| 4.12 | | Form of Pre-Funded Warrant (filed as Exhibit 4.2 to Plug Power Inc.’s Current Report on Form 8-K filed on October 8, 2025 and incorporated by reference herein) |
| | | |
| 4.13* | | Description of the Registrant’s securities registered under Section 12 of the Securities Exchange Act of 1934 |
| | | |
| 10.1*#† | | Non-Executive Chairman Agreement, dated as of March 2, 2026, between Andrew J. Marsh and Plug Power Inc. |
| | | |
| 10.2*#† | | Transitional Consulting Agreement, dated as of March 2, 2026, between Andrew J. Marsh and Plug Power Inc. |
| | | |
| 10.3*# | | Executive Employment Agreement, dated as of March 2, 2026, between Jose Luis Crespo and Plug Power Inc. |
| | | |
| 10.4*# | | Executive Employment Agreement, dated as of March 2, 2026, between Paul B. Middleton and Plug Power Inc. |
| | | |
| 10.5*# | | Executive Employment Agreement, dated as of March 2, 2026, between Gerard L. Conway, Jr. and Plug Power Inc. |
| | | |
| 10.6*# | | Executive Employment Agreement, dated as of March 2, 2026, between Dean C. Fullerton and Plug Power Inc. |
| | | |
| 10.7# | | Executive Employment Agreement, dated as of September 10, 2018, between Timothy Cortes and Plug Power Inc. (filed as Exhibit 10.6 to Plug Power Inc.’s Annual Report on Form 10-K filed on March 3, 2025 and incorporated by reference herein) |
| | | |
| 10.8# | | Executive Employment Agreement, dated as of April 16, 2019, between Sanjay Shrestha and Plug Power Inc. (filed as Exhibit 10.1 to Plug Power Inc.’s Quarterly Report on Form 10-Q filed on May 9, 2022 and incorporated by reference herein) |
| | | |
| 10.9# | | Relocation and Retention Agreement, dated as of May 10, 2024, between Sanjay Shrestha and Plug Power Inc. (filed as Exhibit 10.1 to Plug Power Inc.’s Quarterly Report on Form 10-Q filed on August 8, 2024 and incorporated by reference herein) |
| | | |
| 10.10*# | | Form of Officer Indemnification Agreement |
| | | |
| 10.11*# | | Form of Director Indemnification Agreement |
| | | |
| | | |
| Exhibit No. | | Description |
| 10.12# | | Form of Non-Qualified Stock Option Agreement for Company Employees (filed as Exhibit 10.12 to Plug Power Inc.’s Annual Report on Form 10-K filed on March 3, 2025 and incorporated by reference herein) |
| | | |
| 10.13# | | Form of Non-Qualified Stock Option Agreement for Non-Employee Directors (filed as Exhibit 10.13 to Plug Power Inc.’s Annual Report on Form 10-K filed on March 3, 2025 and incorporated by reference herein) |
| | | |
| 10.14# | | Form of Non-Qualified Stock Option Agreement for Non-U.S. Optionees (filed as Exhibit 10.14 to Plug Power Inc.’s Annual Report on Form 10-K filed on March 3, 2025 and incorporated by reference herein) |
| | | |
| 10.15# | | Form of Performance-Based Non-Qualified Stock Option Agreement for Executives Residing in the States of New York or New Jersey (filed as Exhibit 10.13 to Plug Power Inc.’s Annual Report on Form 10-K filed on March 1, 2022 and incorporated by reference herein) |
| | | |
| 10.16# | | Form of Performance-Based Non-Qualified Stock Option Agreement for Chief Executive Officer (filed as Exhibit 10.14 to Plug Power Inc.’s Annual Report on Form 10-K filed on March 1, 2022 and incorporated by reference herein) |
| | | |
| 10.17# | | Form of Restricted Stock Award Agreement for Company Employees (filed as Exhibit 10.15 to Plug Power Inc.’s Annual Report on Form 10-K filed on March 3, 2025 and incorporated by reference herein) |
| | | |
| 10.18# | | Form of Restricted Stock Award Agreement for Non-Employee Directors (filed as Exhibit 10.16 to Plug Power Inc.’s Annual Report on Form 10-K filed on March 3, 2025 and incorporated by reference herein) |
| | ||
| 10.19# | | Form of Restricted Stock Unit Award Agreement for Non-U.S. Grantees (filed as Exhibit 10.17 to Plug Power Inc.’s Annual Report on Form 10-K filed on March 3, 2025 and incorporated by reference herein) |
| | ||
| 10.20# | | 2021 Stock Option and Incentive Plan (filed as Appendix B to Plug Power Inc.’s Schedule 14A Proxy Statement filed on July 9, 2021 and incorporated by reference herein) |
| | ||
| 10.21# | | Amendment No. 1 to the 2021 Stock Option and Incentive Plan (filed as Appendix A to Plug Power Inc.’s Schedule 14A Proxy Statement filed on May 2, 2022 and incorporated by reference herein) |
| | ||
| 10.22# | | Amendment No. 2 to the 2021 Stock Option and Incentive Plan (filed as Appendix A to Plug Power Inc.’s Schedule 14A Proxy Statement filed on May 16, 2023 and incorporated by reference herein) |
| | ||
| 10.23# | | Amendment No. 3 to the 2021 Stock Option and Incentive Plan (filed as Appendix E to Plug Power Inc.’s Schedule 14A Proxy Statement filed on June 9, 2025 and incorporated by reference herein) |
| | ||
| 10.24# | | 2023 Employee Stock Purchase Plan (filed as Appendix B to Plug Power Inc.’s Schedule 14A Proxy Statement filed on May 16, 2023 and incorporated by reference herein) |
| | ||
| 10.25*# | | Plug Power Inc. Third Amended and Restated Non-Employee Director Compensation Policy |
| | ||
| 10.26 | | Purchase and Sale Agreement dated as of January 24, 2013, between Plug Power Inc. and 968 Albany Shaker Road Associates, LLC (filed as Exhibit 10.1 to Plug Power Inc.’s Current Report on Form 8-K filed on April 1, 2013 and incorporated by reference herein) |
| | ||
| 10.27 | | Amendment to Purchase and Sale Agreement dated as of March 13, 2013 between Plug Power Inc. and 968 Albany Shaker Road Associates, LLC (filed as Exhibit 10.2 to Plug Power Inc.’s Current Report on Form 8-K filed on April 1, 2013 and incorporated by reference herein) |
| | | |
| 10.28 | | First Amended and Restated Master Lease Agreement, dated as of July 30, 2018, between Plug Power Inc. and Wells Fargo Equipment Finance, Inc. (filed as Exhibit 10.4 to Plug Power Inc.’s Quarterly Report on Form 10-Q filed on May 8, 2019 and incorporated by reference herein) |
| | | |
| Exhibit No. | | Description |
| | | |
| 10.29 | | Master Lease Agreement, dated as of April 10, 2019, between Plug Power Inc. and Wells Fargo Equipment Finance, Inc. (filed as Exhibit 10.31 to Plug Power Inc.’s Annual Report on Form 10-K filed on May 14, 2021 and incorporated by reference herein) |
| | | |
| 10.30 | | Transaction Agreement, dated as of April 4, 2017, between Plug Power Inc. and Amazon.com, Inc. (filed as Exhibit 10.1 to Plug Power Inc.’s Current Report on Form 8-K filed on April 5, 2017 and incorporated by reference herein) |
| | | |
| 10.31 | | Transaction Agreement, dated as of August 24, 2022, between Plug Power Inc. and Amazon.com, Inc. (filed as Exhibit 10.1 to Plug Power Inc.’s Current Report on Form 8-K filed August 25, 2022 and incorporated by reference herein) |
| | | |
| 10.32 | | Release Event License Agreement, dated as of December 30, 2025, by and between Plug Power Inc. and Walmart Inc. (filed as Exhibit 10.1 to Plug Power Inc.’s Current Report on Form 8-K filed on January 6, 2026 and incorporated by reference herein) |
| | ||
| 10.33 | | At Market Issuance Sales Agreement, dated January 17, 2024, by and between Plug Power Inc. and B. Riley Securities, Inc. (filed as Exhibit 1.1 to Plug Power Inc.’s Current Report on Form 8-K filed on January 17, 2024 and incorporated by reference herein) |
| 10.34 | | Amendment No. 1 to At Market Issuance Sales Agreement (filed as Exhibit 10.14 to Plug Power Inc.’s Annual Report on Form 10-K filed on March 3, 2025 and incorporated by reference herein), dated February 23, 2024, by and between Plug Power Inc. and B. Riley Securities, Inc. (filed as Exhibit 1.1 to Plug Power Inc.’s Current Report on Form 8-K filed on February 23, 2024 and incorporated by reference herein) |
| | ||
| 10.35 | | Amendment No. 2 to At Market Issuance Sales Agreement, dated November 7, 2024, by and between Plug Power Inc. and B. Riley Securities, Inc. (filed as Exhibit 1.1 to Plug Power Inc.’s Current Report on Form 8-K filed on November 8, 2024 and incorporated by reference herein) |
| 10.36 | | Amendment No. 3 to At Market Issuance Sales Agreement, dated August 15, 2025, by and between Plug Power Inc. and B. Riley Securities, Inc. (filed as Exhibit 1.1 to Plug Power Inc.’s Current Report on Form 8-K filed on August 15, 2025 and incorporated by reference herein) |
| 10.37 | | Amendment No. 4 to At Market Issuance Sales Agreement, dated September 29, 2025, by and among Plug Power Inc., B. Riley Securities, Inc. and Yorkville Securities (filed as Exhibit 1.1 to Plug Power Inc.’s Current Report on Form 8-K filed on September 30, 2025 and incorporated by reference herein) |
| | | |
| 10.38 | | Note Purchase Agreement, dated January 16, 2025, by and among Plug Power Energy Loan Borrower LLC, the U.S. Department of Energy, and the Federal Financing Bank (filed as Exhibit 10.1 to Plug Power Inc.’s Current Report on Form 8-K filed on January 23, 2025 and incorporated by reference herein) |
| | | |
| 10.39 | | Future Advance Promissory Note of Plug Power Energy Loan Borrower LLC, dated January 16, 2025 (filed as Exhibit 10.2 to Plug Power Inc.’s Current Report on Form 8-K filed on January 23, 2025 and incorporated by reference herein) |
| | | |
| 10.40 | | Loan Guarantee Agreement, dated January 16, 2025, by and between Plug Power Energy Loan Borrower LLC, Plug Power Limestone, LLC, and the U.S. Department of Energy (filed as Exhibit 10.3 to Plug Power Inc.’s Current Report on Form 8-K filed on January 23, 2025 and incorporated by reference herein) |
| | | |
| 10.41 | | Standby Equity Purchase Agreement, dated February 10, 2025, between Plug Power Inc. and YA II PN, LTD (filed as Exhibit 10.1 to Plug Power Inc.’s Current Report on Form 8-K filed on February 10, 2025 and incorporated by reference herein) |
| | | |
| | | |
| Exhibit No. | | Description |
| 10.42 | | Form of Warrant Inducement Agreement, dated October 8, 2025, by and among Plug Power Inc. and the Investor (filed as Exhibit 1.1 to Plug Power Inc.’s Current Report on Form 8-K filed on October 8, 2025 and incorporated by reference herein) |
| | | |
| 10.43 | | Purchase and Sale Agreement and Joint Escrow Instructions, dated as of February 24, 2026, by and among Plug Power Inc., Plug Project Holdings Co., LLC and Stream US Data Centers, LLC (filed as Exhibit 10.1 to Plug Power Inc.’s Current Report on Form 8-K filed on February 26, 2026 and incorporated by reference herein) |
| | | |
| 19.1* | | Plug Power Inc. Insider Trading Policy |
| | | |
| 21.1* | | List of Subsidiaries of Plug Power Inc. |
| | | |
| 23.1* | | Consent of Deloitte & Touche LLP |
| | ||
| | ||
| 31.1* | | Rule 13a-14(a)/15d-14(a) Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 |
| | ||
| 31.2* | | Rule 13a-14(a)/15d-14(a) Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes Oxley Act of 2002 |
| | ||
| 32.1** | | Section 1350 Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes Oxley Act of 2002 |
| | ||
| 32.2** | | Section 1350 Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes Oxley Act of 2002 |
| | | |
| 97 | | Compensation Recovery Policy, adopted as of November 30, 2023 (filed as Exhibit 97 to Plug Power Inc.’s Annual Report on Form 10-K filed on February 29, 2024 and incorporated by reference herein) |
| | | |
| 101.INS* | | Inline XBRL Instance Document |
| | | |
| 101.SCH* | | Inline XBRL Taxonomy Extension Schema Document |
| | | |
| 101.CAL* | | Inline XBRL Taxonomy Extension Calculation Linkbase Document |
| | | |
| 101.DEF* | | Inline XBRL Taxonomy Extension Definition Linkbase Document |
| 101.LAB* | | Inline XBRL Taxonomy Extension Labels Linkbase Document |
| | | |
| 101.PRE* | | Inline XBRL Taxonomy Extension Presentation Linkbase Document |
| | | |
| 104* | | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
*Submitted electronically herewith.
#Indicates a management contract or any compensatory plan, contract or arrangement.
| ** | The certifications furnished in Exhibit 32 hereto are deemed to be furnished with this Annual Report on Form 10-K and will not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, except to the extent that the registrant specifically incorporates it by reference. |
|---|
| † | Certain portions of these exhibits have been redacted pursuant to Item 601(b)(2)(ii) or 601(b)(10)(iv) of Regulation S-K. The Registrant hereby agrees to furnish supplementally an unredacted copy of the exhibit to the SEC upon request. |
|---|
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.