PLUG POWER INC

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

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Dear Fellow Stockholders,

For more than 25 years, Plug has worked to make hydrogen a practical and scalable energy solution. Today, that vision is becoming reality as hydrogen plays an increasingly important role in energy resilience, industrial decarbonization, and the growing global demand for power.

I became Chief Executive Officer on March 2nd. My focus is clear: improve execution, strengthen our financial position, and deliver long-term shareholder value through disciplined growth. Having spent more than 12 years at Plug, including leading our commercial organization, I have deep experience with our customers and markets. During this time, we grew revenue from approximately $27 million in 2013 to $710 million in 2025. I intend to leverage this experience to drive growth across our core businesses, which is essential to improving utilization and achieving our financial objectives.

Over the past several years, Plug has invested significantly to build a fully integrated hydrogen ecosystem. This included capabilities across material handling, electrolyzers, hydrogen production, liquefaction, project engineering, and cryogenics. This breadth differentiates Plug and positions us as one of the few companies able to deliver end-to-end hydrogen solutions at scale. We are now focused on ensuring these investments translate into improved margins, stronger execution, growth, and better returns over time.

Beginning in 2024, we initiated a company-wide effort to streamline operations, reduce structural costs, and improve execution across the business. This concerted effort, which we later called Project Quantum Leap, was driven in part by the slower-than-expected development of the electrolyzer market. In 2025, we began to see early signs of progress, including improved operational discipline and movement toward margin expansion.

In 2026, we are continuing our Project Quantum Leap initiative, with a focus on areas where we believe we have a competitive position and a path to improved returns. Specifically, we remain focused on material handling, electrolyzers, and hydrogen supply. Together, these businesses form the core of our platform and our strategic focus.

Growth remains a central priority for Plug. The demand drivers for hydrogen, including energy security, industrial decarbonization, and increasing global power consumption, continue to strengthen. Recent geopolitical developments have highlighted the vulnerability of global energy supply chains and reinforced the importance of energy security and diversification. At the same time, the rapid expansion of energy-intensive applications, including artificial intelligence, is increasing the need for reliable and scalable energy solutions.

Across our core businesses, we are focused on disciplined growth and execution. In material handling, we support leading customers including Amazon, Walmart, and Home Depot, and our installed base now exceeds 74,000 fuel cell systems. Our material handling solutions deliver productivity improvements and help alleviate pressure on increasingly constrained power grids by reducing on-site electricity demand — an advantage that is becoming more important as energy demand rises globally.

In electrolyzers, we are enabling large scale hydrogen production globally. We have deployed over 320 megawatts of capacity and developed a substantial project pipeline with approximately $8 billion in qualified opportunities. Importantly, we have demonstrated our ability to execute at scale through projects such as a 100MW installation with Galp Energia in Portugal and a 25MW project with Iberdrola and BP in Spain.

In hydrogen supply, we have established a domestic production network with facilities in Georgia, Tennessee, and Louisiana.

Across these businesses, our priorities are improving utilization, cost structure, and returns over time combined with growth. We believe these businesses are positioned to benefit from customer demand and supportive policy developments, including incentives such as the Investment Tax Credit, which may improve the economics of hydrogen-powered solutions.

In 2025, we generated approximately $710 million in revenue, representing 13% growth year-over-year. We also achieved positive gross profit in the fourth quarter, reflecting the early impact of the actions taken under Project Quantum Leap, including cost reductions, pricing discipline, and improved operational execution across the business. We reduced cash usage meaningfully compared to 2024, reflecting improvements in operating cash flow and capital expenditures. While this progress is encouraging, it represents an early step in improving the overall profitability of the business.

In parallel, we are strengthening our financial position through a more disciplined capital strategy, including asset monetization initiatives and non-dilutive financing structures. We will continue to evaluate financing options in a disciplined and opportunistic manner, with a focus on long-term shareholder value.

Our path forward is clear: grow the business while continuing to improve our cost structure and operating performance. The actions taken under Project Quantum Leap, combined with our focus on higher-return areas of the business, position us to drive continued progress.

We are targeting positive EBITDAS in the fourth quarter of 2026. We expect the full-year impact of Project Quantum Leap in 2026, along with improved pricing, cost discipline, and operating leverage already underway, to support this objective.

Hydrogen is no longer a future concept for Plug, it is an operating business today. Our responsibility now is to execute with discipline, deliver on our commitments, and translate our market position into consistent performance.

I am honored to lead Plug at this important time in its development. I am committed to improving our execution and delivering the financial performance our stockholders expect.

I would like to thank our employees, customers, partners, and stockholders for their continued support.

Sincerely,

Jose Luis Crespo

Chief Executive Officer and President

Slingerlands, NY 12159​

April 30, 2026

Dear Stockholder:

You are cordially invited to attend the 2026 Annual Meeting of Stockholders (the “Annual Meeting”) of Plug Power Inc., a Delaware corporation (“Plug Power,” “Plug” or the “Company”), to be held via live audio webcast at www.virtualshareholdermeeting.com/PLUG2026 on June 11, 2026, at 10:00 a.m. Eastern Time. There will not be a physical meeting location, and stockholders will not be able to attend the Annual Meeting in person. This means that you can attend the Annual Meeting online, vote your shares and submit questions during the virtual meeting. You will need the 16-digit control number, which is located on your proxy card, to attend the Annual Meeting. Details regarding admission to the Annual Meeting and the business to be conducted are more fully described in the accompanying proxy statement.

The proxy statement, with the accompanying formal notice of the meeting, describes the matters expected to be acted upon at the Annual Meeting as well as information on how you can vote your shares and submit questions at the Annual Meeting. Only holders of record of Plug Power’s common stock at the close of business on April 14, 2026 will be entitled to notice of, and to vote at, the Annual Meeting and any adjournments or postponements thereof.

Your vote is important. Your proxy or voting instruction card includes specific information regarding the several ways to vote your shares. We encourage you to vote as soon as possible, even if you plan to attend the Annual Meeting virtually. You may vote over the Internet, by telephone or by mail. By promptly submitting your vote, you will save the company the expense of further proxy solicitation.

If you have any questions, please contact Sodali LLC, which is assisting with the solicitation, toll-free at (800) 662-5200 or at plug@investor.sodali.com.

We hope that you will join us on June 11, 2026. Your investment and continued support of Plug Power are very much appreciated.

Sincerely,

Jose Luis Crespo

Chief Executive Officer and President

Slingerlands, NY 12159

(518) 782-7700

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

To Be Held on June 11, 2026

NOTICE IS HEREBY GIVEN that the 2026 Annual Meeting of Stockholders (the “Annual Meeting”) of Plug Power Inc., a Delaware corporation (the “Company”), will be held on June 11, 2026, virtually at www.virtualshareholdermeeting.com/PLUG2026, at 10:00 a.m. Eastern Time, for the purpose of considering and voting upon:

The election of four (4) Class III Directors, each to hold office until the Company’s 2029 Annual Meeting of Stockholders and until such director’s successor is duly elected and qualified or until such director’s earlier resignation or removal.

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The approval of an amendment to the Company’s 2021 Stock Option and Incentive Plan, as amended (the “2021 Plan”), to increase the number of shares of the Company’s common stock reserved thereunder by 25,000,000 shares, from 91,400,000 shares to 116,400,000 shares.

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The approval of a non-binding, advisory vote regarding the compensation of the Company’s named executive officers as described in this proxy statement.

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The ratification of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for 2026.

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Such other business as may properly come before the Annual Meeting and any adjournments or postponements thereof.

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This year’s Annual Meeting will be held in a virtual-only meeting format. There will not be a physical meeting location, and stockholders will not be able to attend the Annual Meeting in person.

The Board of Directors has fixed the close of business on April 14, 2026 as the record date for the determination of stockholders entitled to notice of, and to vote at, the Annual Meeting and any adjournments or postponements thereof. Only holders of record of the Company’s common stock at the close of business on such record date will be entitled to notice of, and to vote at, the Annual Meeting and any adjournments or postponements thereof.

A list of stockholders entitled to vote at the Annual Meeting will be open to examination by any stockholders, for any purpose germane to the Annual Meeting, during ordinary business hours, for a period of at least ten days prior to the Annual Meeting at the principal executive offices of the Company at 125 Vista Boulevard, Slingerlands, New York 12159. The stockholder list will also be available during the Annual Meeting.

THE IMPORTANCE OF VOTING YOUR SHARES PROMPTLY

Annually, we solicit your input on matters that are important to all stockholders, and we invest substantial resources preparing and mailing these materials, so that you may carefully consider the issues and cast a vote. It is imperative that you vote your shares, no matter how many shares you own. Unlike many companies where the majority of the outstanding shares are held by institutional investors, a majority of our stockholders are retail investors who generally hold smaller numbers of shares than institutional investors. As a result, it is important that every stockholder authorize a proxy so that we can achieve a quorum and hold the Annual Meeting.

Whether or not you expect to attend the Annual Meeting virtually, please vote your shares to ensure your representation and the presence of a quorum at the Annual Meeting. Your vote is important regardless of the number of shares you own.

If your shares are registered in your name, you may vote your shares on the Internet by visiting www.proxyvote.com, by telephone by calling 1-800-690-6903 and following the recorded instructions or by completing, signing, dating, and returning a proxy card. If you mail your proxy card or vote by telephone or the Internet and then decide to vote your shares online during the Annual Meeting, you may still do so. Your proxy is revocable in accordance with the procedures set forth in the proxy statement. See “Can I change my vote or revoke my proxy?”

If your shares are held in the name of a broker, bank or other nominee, and you receive Notice of the Annual Meeting through your broker or through another intermediary, please vote or complete and return the materials in accordance with the instructions provided to you by such broker or other intermediary.

Important Notice Regarding the Availability of Proxy Materials for the Stockholders Meeting to be Held on June 11, 2026:

This Notice of the Annual Meeting, the proxy statement and the Annual Report on Form 10-K for the fiscal year ended December 31, 2025 are available for viewing, printing and downloading at www.proxyvote.com.

By Order of the Board of Directors

Gerard L. Conway, Jr.

Chief Legal Officer, Corporate Secretary and Executive Vice President

Slingerlands, NY

April 30, 2026