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 $246.0 million and $196.9 million during the three months ended March 31, 2026 and 2025, respectively. As of March 31, 2026, the Company’s working capital was $734.1 million, which included unrestricted cash and cash equivalents of $223.2 million and current restricted cash of $183.7 million, and the Company had an accumulated deficit of $8.5 billion.

The Company’s primary sources of liquidity have historically included cash on hand, proceeds from equity and debt financings, and operating cash flows. The Company continues to evaluate opportunities to strengthen its balance sheet and enhance financial flexibility. As part of its ongoing initiatives to strengthen the balance sheet and enhance liquidity, the Company initiated an infrastructure optimization initiative as described in Note 29, “Subsequent Events,” of the notes to the Company’s consolidated financial statements in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025 (the “2025 Form 10-K”). If completed as expected, the initiative is reasonably likely to improve the Company’s near-term liquidity position. However, the timing and ultimate magnitude of the impact will depend on execution, satisfaction of closing conditions, market conditions and other factors.

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. As of March 31, 2026, 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 months ended March 31, 2026, the Company soldno shares of common stock pursuant to the SEPA.

The Company believes that its working capital, cash position and restricted cash to be released over the next 12 months, and amortization requirements of the Company’s finance obligations, 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, the Company’s right to direct B. Riley and Yorkville to purchase shares from the Company under the “at-the-market” equity offering program, and the Company’s right to direct Yorkville to purchase shares from the Company under the SEPA.

**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 venture with Acciona Generación Renovable, S.A. in Spain, named AccionaPlug S.L., our investment in Clean H2 Infra Fund and our former joint venture with SK Innovation Co., Ltd, successor in interest to SK E&S Co., Ltd. in South Korea, named SK Plug Hyverse (prior period only), using the equity method based on our economic ownership interest and our ability to exercise significant influence over the operating and financial decisions of AccionaPlug S.L., Clean H2 Infra Fund and SK Plug Hyverse. Additionally, we consolidated the results of Hidrogenii, LLC (“Hidrogenii”), our joint venture with Niloco Hydrogen Holdings LLC, a wholly-owned subsidiary of Olin Corporation (“Olin”).

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 2025 Form 10-K.

The information presented in the accompanying unaudited interim condensed consolidated balance sheets as of December 31, 2025 has been derived from the Company’s 2025 audited consolidated financial statements.

Recent Accounting Pronouncements

Recently Adopted Accounting Guidance

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 adopted this guidance on January 1, 2026, with no material effect on the Company’s financial position or results of operations.

In November 2024, ASU 2024-04,Debt with Conversion and Other Options (“ASU 2024-04”), was issued to improve the relevance and consistency in application of the induced conversion guidance in Subtopic 470-20. This standard is effective for annual periods beginning after December 15, 2025, including interim periods within those fiscal years. The Company adopted this guidance on January 1, 2026, with no material effect on the Company’s financial position or results of operations.

Recent Accounting Guidance Not Yet Effective

Other than the accounting standards mentioned in our 2025 Form 10-K, all issued but not yet effective accounting and reporting standards as of March 31, 2026 are either not applicable to the Company or are not expected to have a material impact on the Company.

3. Inventory

Inventory as of March 31, 2026 and December 31, 2025 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 comprising excess and obsolete items and related lower of cost or net realizable value adjustments of $149.0 million and $151.9 million as of March 31, 2026 and December 31, 2025, respectively.

4. Intangible Assets

The gross carrying amount and accumulated amortization of the Company’s acquired identifiable intangible assets as of March 31, 2026 were as follows (in thousands):

The gross carrying amount and accumulated amortization of the Company’s acquired identifiable intangible assets as of December 31, 2025 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 three months ended March 31, 2026 was due to foreign currency translation.

Amortization expense for acquired identifiable intangible assets during the three months ended March 31, 2026 and 2025 was $0.9 million and $2.0 million, respectively.

The estimated amortization expense for subsequent years as of March 31, 2026 is as follows (in thousands):

5. Investments

Investments in Non-consolidated Entities and Non-marketable Securities

Non-marketable Securities

Our investment in non-marketable securities was $12.8 million as of March 31, 2026 and December 31, 2025, respectively, of which $10.2 million matures within the next 12 months and is included in prepaid expenses, tax credits, and other current assets on the Company’s unaudited interim condensed consolidated balance sheets.

Equity Method Investments

As of March 31, 2026 and December 31, 2025, 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 securities on the unaudited interim condensed consolidated balance sheets (amounts in thousands):

During the three months ended March 31, 2026, the Company contributed approximately $0.4 million and $0 to AccionaPlug S.L. and Clean H2 Infra Fund, respectively. During the three months ended March 31, 2025, the Company contributed approximately $0.5 million and $0 to AccionaPlug S.L. and Clean H2 Infra Fund, respectively.

As of March 31, 2026, the Company’s capital commitments related to its equity method investments was $5.9 million, all of which is expected to be paid during the second quarter of 2026.

6. 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:

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.

The following table summarizes the carrying amount and estimated fair value of the Company’s financial instruments as of March 31, 2026 and December 31, 2025 (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 $7.75 Warrants,6.75% Convertible Senior Notes (each, as defined below) and contingent consideration, all of which are described below.

Assets and Liabilities Measured at Fair Value on a Recurring Basis

$7.75* Warrants*

The fair value of the$7.75 Warrants as of March 31, 2026 and December 31, 2025 was comprised of a single financial liability under ASC 825 with changes in fair value recorded in gain/loss from changes in fair value of warrant liabilities recorded in the unaudited interim condensed consolidated statements of operations.

The Company estimated and recorded the fair value of the$7.75 Warrants as of March 31, 2026 and December 31, 2025 based on a Black-Scholes Option Pricing Model. The valuations utilized significant Level 3 unobservable inputs, including volatility. Other significant assumptions include risk-free rate, exercise price, 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$7.75 Warrants.

Refer to Note 7, “Warrant Liabilities,” for the significant assumptions utilized in the fair value of the$7.75 Warrants as of March 31, 2026 and December 31, 2025, respectively, as well as the change in the carrying amount of the$7.75 Warrants during the three months ended March 31, 2026.

6.75%* Convertible Senior Notes*

The fair value of the 6.75% Convertible Senior Notes as of March 31, 2026 and December 31, 2025 was comprised of a single financial liability in which the Company elected the fair value option under ASC 825,Financial Instruments (“ASC 825”), with changes in fair value recorded in gain/loss from change in fair value of convertible debt instruments in the unaudited interim condensed consolidated statements of operations. The Company elected the fair value option due to its multiple conversions features required to be presented at fair value. The Company has also elected to present interest expense separately from the change in fair value of convertible debt instruments measured at fair value through earnings. Total changes in the fair value of the liability that resulted from a change in the instrument-specific credit risk are separately recorded in other comprehensive income. There was no change in the instrument-specific credit risk during the three months ended March 31, 2026.

As of March 31, 2026, the Company estimated and recorded the fair value of the 6.75% Convertible Notes based on a Lattice Model. The valuation utilized significant Level 3 unobservable inputs, including volatility and calibrated yield. Other significant assumptions include risk-free rate, conversion price, coupon interest rate, the Company’s common stock price, issuance date 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 6.75% Convertible Notes. As of December 31, 2025, the Company estimated and recorded the fair value of the 6.75% Convertible Notes utilizing Level 1 inputs as it was based on recent trading activity. As such, the 6.75% Convertible Senior Notes were transferred from Level 1 to Level 3 during the three months ended March 31, 2026.

Refer to Note 8, “Convertible Senior Notes,” for the change in the carrying amount of the 6.75% Convertible Senior Notes during the three months ended March 31, 2026.

Contingent consideration

The fair value of contingent consideration as of March 31, 2026 is related to the Joule Processing LLC (“Joule”) acquisition in 2022 and the fair value of contingent consideration as of December 31, 2025 is related to the Joule acquisition in 2022 and the Frames Holding B.V. (“Frames”) acquisition in 2021.

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 March 31, 2026:

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, 2025:

The change in the carrying amount of contingent consideration during the three months ended March 31, 2026 was as follows (in thousands):

7. Warrant Liabilities

On March 20, 2025, the Company sold 46,500,000 shares of its common stock, pre-funded warrants to purchase 138,930,464 shares of its common stock and 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.

On October 8, 2025, the Company entered into a warrant exercise inducement agreement with the holder of the Common Warrants, whereby in consideration for exercising 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 provide new Common Warrants to the holder to purchase up to 185,430,464 shares of the Company’s common stock at $7.75 per share (the “$7.75 Warrants”). In addition, under the warrant exercise inducement agreement, the holder was permitted to receive, upon exercise, in lieu of 154,430,464 common shares, new pre-funded warrants to purchase 154,430,464 shares of the Company’s common stock at $0.0001 per share.

The $7.75 Warrants contain a provision pursuant to which, upon a Change of Control (as defined in the $7.75 Warrants), the holder may elect to require the Company (or the successor entity) to purchase the warrant for cash equal to its Black-Scholes value (a “Change of Control Cash Election”). The Company has classified the $7.75 Warrants as a liability on the consolidated balance sheets because the Change of Control Cash Election represents a conditional obligation that could require the Company to settle the warrants in cash upon the occurrence of a Change of Control, which precludes equity classification under ASC 815,Derivatives and Hedging (“ASC 815”). The $7.75 Warrants became exercisable on February 28, 2026 and expire on March 20, 2028.

As of March 31, 2026 and December 31, 2025, the $7.75 Warrants were valued at $107.0 million and $52.3 million, respectively, using the following Black-Scholes assumptions:

The change in the carrying amount of the $7.75 Warrants during the three months ended March 31, 2026 was as follows (in thousands):

8. Convertible Senior Notes

6.75% Convertible Senior Notes

On November 21, 2025, the Company issued $431.3 million aggregate principal amount of 6.75% convertible senior notes due December 1, 2033 (the “6.75% Convertible Senior Notes”), including the exercise in full of the initial purchasers’ option to purchase up to an additional $56.3 million principal amount of the notes. The notes were issued pursuant to an indenture, dated November 21, 2025 (the “Indenture”).

The notes are convertible at the option of the holders at any time prior to the close of business on the second scheduled trading day immediately preceding the maturity date. Upon conversion, the Company will pay or deliver, as the case may be, cash, shares of the Company’s common stock, or a combination of cash and shares of common stock, at the Company’s election, in the manner and subject to the terms and conditions provided in the Indenture; provided that unless and until the reserved share effective date occurs, the Company will settle conversion of notes solely with cash. There were no conversions of the 6.75% Convertible Senior Notes during the three months ended March 31, 2026. As of March 31, 2026, the Company was in compliance with all debt covenants associated with the 6.75% Convertible Senior Notes.

The change in the carrying amount of the 6.75% Convertible Senior Notes during the three months ended March 31, 2026 was as follows (in thousands):

The following table summarizes the total interest expense and effective interest rate related to the 6.75% Convertible Senior Notes during the three months ended March 31, 2026 (in thousands, except for the effective interest rate):

9. 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):

Product Warranty Reserve

On a quarterly basis, we evaluate our product warranty reserve. The Company applies a failure rate based on product type on total products under warranty identified through a contract-by-contract review to determine its product warranty reserve liability. The Company’s product warranty reserve liability balance as of March 31, 2026 and December 31, 2025 was $22.8 million and $23.0 million, respectively.

10. Stockholders’ Equity

Common Stock

Amendment to Increase Authorized Shares of Common Stock

On February 12, 2026, the Company’s stockholders approved an amendment to the Company’s amended and restated certificate of incorporation, as amended, to increase the number of authorized shares of the Company’s common stock from 1,500,000,000 shares to 3,000,000,000 shares. The amendment became effective February 12, 2026 upon its filing with the Secretary of State of the State of Delaware.

Share-Based Consideration Payable to a Customer

On August 24, 2022, the Company and Amazon.com, Inc. (“Amazon”) entered into a transaction agreement under which the Company concurrently issued to Amazon.com NV Investment Holdings LLC, a wholly owned subsidiary of Amazon, a warrant (the “2022 Amazon Warrant”) to acquire up to 16,000,000 shares of the Company’s common stock. As of March 31, 2026 and December 31, 2025, the balance of the contract asset related to the 2022 Amazon Warrant was $33.2 million and $32.1 million, respectively, which was recorded in contract assets in the Company’s unaudited interim condensed consolidated balance sheets. As of March 31, 2026 and December 31, 2025,3,500,000 of the shares related to the 2022 Amazon Warrant had vested andnone of the shares had been exercised. The total amount of provision for common stock warrants recorded as a reduction of revenue for the 2022 Amazon Warrant during the three months ended March 31, 2026 and 2025 was $3.0 million and $3.4 million, respectively.

In 2017, the Company issued a warrant to Walmart (the “2017 Walmart Warrant”) to purchase up to 55,286,696 shares of the Company’s common stock, subject to certain vesting events. On December 30, 2025, the Company entered into an agreement with Walmart in which Walmart agreed to forfeit all vested shares of the Company’s common stock related to the 2017 Walmart Warrant and the unvested portions of the 2017 Walmart Warrant were cancelled. Accordingly, no shares of common stock will become issuable by the Company in connection with the 2017 Walmart Warrant. In order to unwind the remaining provision associated with the 2017 Walmart Warrant, the total amount of provision for common stock warrants recorded as a reduction of revenue for the 2017 Walmart Warrant during the three months ended March 31, 2026 and 2025 was $1.6 million and $5.6 million, respectively.

Accumulated Other Comprehensive Income

Accumulated other comprehensive income is comprised of foreign currency translation gains and losses. There were no reclassifications from accumulated other comprehensive income during the three months ended March 31, 2026 and 2025.

Other comprehensive loss for the three months ended March 31, 2026 increased due to foreign currency translation losses of $3.4 million. Other comprehensive loss for the three months ended March 31, 2025 increased due to foreign currency translation losses of $2.7 million.

11. Revenue

Disaggregation of revenue

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

Contract balances

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):

12. Employee Benefit Plans

2011 and 2021 Stock Option and Incentive Plan

Stock-based compensation costs recognized, excluding the Company’s matching contributions of $2.9 million and $2.8 million to the Plug Power Inc. 401(k) Savings & Retirement Plan and quarterly Board and executive compensation, were $11.2 million and $8.5 million for the three months ended March 31, 2026 and 2025, respectively. The methods and assumptions used in the determination of the fair value of stock-based awards are consistent with those described in our 2025 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 three months ended March 31, 2026, the Company granted 295,898 service stock option awards at a weighted average exercise price of $1.54. In addition,43,584 service stock option awards were exercised at a weighted average exercise price of $2.07. Finally,1,020,288 service stock option awards were forfeited at a weighted average exercise price of $9.41. The total fair value of the service stock option awards that vested during the three months ended March 31, 2026 and 2025 was approximately $0.3 million and $1.9 million, respectively.

Compensation cost associated with service stock option awards represented approximately $6.6 million and $3.5 million of the total share-based payment expense recorded during the three months ended March 31, 2026 and 2025, respectively. As of March 31, 2026, there was approximately $44.9 million of unrecognized compensation cost related to service stock option awards to be recognized over the weighted average remaining period of 2.13 years.

Market Condition Stock Option Awards

During the three months ended March 31, 2026, the Company did not grant market condition stock option awards. In addition, no market condition stock option awards were exercised or forfeited during the three months ended March 31, 2026.

Compensation cost associated with market condition stock option awards represented approximately $0.6 million and $0.3 million of the total share-based payment expense recorded during the three months ended March 31, 2026 and 2025, 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 March 31, 2026, there was approximately $0.3 million of unrecognized compensation cost related to market condition stock option awards to be recognized over the weighted average remaining period of 0.29 years.

As of March 31, 2026, 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 March 31, 2026. As of March 31, 2026, the weighted average exercise price of these unvested market condition stock option awards was $7.87 and the weighted average remaining contractual term was 4.13 years.

Restricted Stock and Restricted Stock Unit Awards

During the three months ended March 31, 2026, the Company granted 45,000 restricted stock awards at a weighted average exercise price of $1.79. In addition,166,831 restricted stock and restricted stock unit awards were forfeited at a weighted average exercise price of $4.63. The total fair value of the 17,833 restricted stock and restricted stock unit awards that vested during the three months ended March 31, 2026 and 2025 was approximately $0.1 million and $1.7 million, respectively.

Compensation cost associated with restricted stock and restricted stock unit awards represented approximately $4.0 million and $4.7 million during the three months ended March 31, 2026 and 2025, respectively. As of March 31, 2026, there was $21.7 million of unrecognized compensation cost related to restricted stock and restricted stock unit awards to be recognized over the weighted average period of 2.15 years.

401(k) Savings & Retirement Plan

The Company issued 1,340,602 and 1,460,079 shares of common stock pursuant to the Plug Power Inc. 401(k) Savings & Retirement Plan during the three months ended March 31, 2026 and 2025, respectively.

The Company’s expense for this plan was approximately $2.9 million and $2.8 million during the three months ended March 31, 2026 and 2025, respectively.

Non-Employee Director Compensation

The Company granted 45,585 and 134,491 shares of common stock to non-employee directors as compensation during the three months ended March 31, 2026 and 2025, 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 $0.2 million during the three months ended March 31, 2026 and 2025, respectively.

During the three months ended March 31, 2026, non-employee directors were also granted 163,638 service stock option awards and 87,260 common stock options that vest over aone andthree year period, respectively, with the 163,638 service stock option awards included within the total 295,898 service stock option awards disclosed above. The Company’s share-based compensation expense in connection with these awards was approximately $19 thousand during the three months ended March 31, 2026. Additionally, in accordance with the non-employee director compensation plan, during the

three months ended March 31, 2026 and 2025, the Company reimbursed $0 and $0.1 million of administrative expenses incurred by non-employee directors, respectively.

13. Restructuring

In January 2026, the Company initiated reductions to its workforce (the “2026 Restructuring Plan”). We began executing the 2026 Restructuring Plan in January 2026 and expect the 2026 Restructuring Plan to be substantially completed in the second quarter of 2026, subject to local law and consultation requirements.

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 it was effectively completed during the fourth quarter of 2025.

During the three months ended March 31, 2026 and 2025, the Company incurred $1.4 million and $17.2 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 months ended March 31, 2026 and 2025 (in thousands):

The accrued restructuring balances as of March 31, 2026 and December 31, 2025 were recorded in the accrued expenses financial statement line item in the unaudited interim condensed consolidated balance sheets. Accrued restructuring activities during the three months ended March 31, 2026 were as follows (in thousands):

As of March 31, 2026, total accrued expenses related to restructuring activities were comprised of $1.1 million of employee severance and benefit arrangements.

We estimate that we will incur future restructuring costs of $0.2 million related to employee severance and benefit arrangements during the second half of 2026. The actual timing and amount of such costs associated may differ from our current expectations and estimates and such differences may be material.

14. Income Taxes

The Company recorded income tax expense of $41 thousand and $0 during the three months ended March 31, 2026 and 2025, respectively. The income tax expense for the three months ended March 31, 2026 was primarily attributable to current tax incurred in foreign jurisdictions. 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 United States, which remain fully reserved. Except for a few service entities mainly in Europe, all 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. As of March 31, 2026, the Company’s Netherlands subsidiary maintains a full valuation allowance on its deferred tax assets that will not be realized.

15. 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 March 31, 2026 and 2025, 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 431,644,251 and 423,211,385, 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.

16. 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 the Company 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, net, gain/(loss) on extinguishment of convertible debt instruments and finance obligations, change in fair value of convertible debt instruments, change in fair value of warrant liabilities, loss on equity method investments, income tax expense 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):

17. Commitments and Contingencies

Restricted Cash

In connection with certain of the noted sale/leaseback agreements, cash of $328.0 million and $352.3 million was required to be restricted as security as of March 31, 2026 and December 31, 2025, respectively, which will be released over the lease term. As of March 31, 2026 and December 31, 2025, the Company also had bank guarantees backed by security deposits totaling $170.7 million and $193.1 million, respectively, of which $137.6 million and $159.6 million are security for the noted sale/leaseback agreements, respectively, and $33.1 million and $33.5 million are customs-related letters of credit and bank guarantees, respectively.

As of March 31, 2026 and December 31, 2025, the Company had $62.0 million held in escrow related to the construction of the Texas hydrogen production plant and the Company had $18.1 million and $18.0 million, respectively, held in escrow related to the construction of the Georgia hydrogen production plant.

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. Except for below, 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, styledIn 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. Defendants filed a motion to dismiss the second amended complaint on April 30, 2025. On April 20, 2026, the court issued an opinion and order granting in part and denying in part defendants’ motion to dismiss. Defendants’ responsive pleadings to the complaint are due on May 21, 2026.

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 captionIn 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.

On February 27, 2026, alleged stockholder Debra Burnett filed an action in the U.S. District Court for the Northern District of New York asserting claims derivatively on behalf of the Company against certain former and current directors and officers based on allegations in the 2023 Securities Action and in the Adote action. The individual defendants are Mr. Marsh, Mr. Middleton, Mr. McNamee, Ms. Bua, Ms. Helmer, Mr. Kenausis, Ms. Mahtani, Mr. Schneider, Mr. Shrestha, Mr. Silver, Mr. Song, Mr. Willis, Mr. Angle, Mr. Bonney, and Mr. Joggerst. On March 19, 2026, the court entered an order approving a stipulation to stay all proceedings in this case until motions to dismiss have been resolved.

On March 9, 2026, Roberto Medina filed an action in the U.S. District Court for the Northern District of New York asserting claims derivatively on behalf of the Company against certain current and former directors and officers based on allegations in the 2026 Securities Action (described below). On April 2, 2026, the court entered an order approving a stipulation extending all defendants’ time to respond to the complaint until May 29, 2026.

On March 25, 2026, Richard Modjeski filed an action in the U.S. District Court for the Northern District of New York asserting claims derivatively on behalf of the Company against certain current and former officers and directors based on allegations in the Adote Action (described below). The individual defendants are Mr. Marsh, Mr. Middleton, Mr. Shrestha, Mr. Bonney, Ms. Helmer, Mr. Joggerst, Mr. Kenausis, Ms. Mahtani, Mr. McNamee, Mr. Song, and Mr. Willis. On April 17, 2026, the court approved a stipulation to extend Plug Power’s deadline to respond to the complaint until April 30, 2026.

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,

styledAdote v. Plug Power, Inc. et al., No. 1:24-cv-00406-MAD-DJS (N.D.N.Y.) (the "Adote Action"). 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, styledLee v. Plug Power, et al., No. 1:24;cv-0598-MAD-DJS (N.D.N.Y.). On November 25, 2024, the magistrate judge issued an order consolidating the two cases and appointing lead plaintiffs. Lead plaintiff filed a consolidated complaint on August 25, 2025. All defendants filed motions to dismiss the complaint, and briefing was completed on December 23, 2025.

2026 Securities Litigation

On February 2, 2026, Joseph Ortolani 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 Plug common stock between January 17, 2025 and November 13, 2025, styledOrtolani v. Plug Power Inc., et al., No. 1:26-cv-165-MAD-DJS (the "2026 Securities Action"). The complaint alleges that the defendants made misstatements concerning the Company’s business and operations in connection with a loan from the United States Department of Energy’s Loan Program Office for the construction of facilities that would produce and liquefy zero or low-carbon hydrogen. On April 3, 2026, five competing applications were filed by putative class members seeking to be appointed lead plaintiff.

Other Litigation

On October 23, 2024, a case entitledFirst 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. On December 22, 2025, First Solar moved for summary judgment. Oral argument on the motion occurred on May 1, 2026, and the parties are awaiting a decision. A pre-trial conference is scheduled for September 9, 2026. As of March 31, 2026, the Company recorded an accrual related to ongoing litigation costs.

Guarantee

On February 24, 2026, our joint venture, AccionaPlug S.L., entered into a subsidy agreement with the European Hydrogen Bank, which is managed by Instituto para la Diversificación y Ahorro de la Energía (“IDAE”), a Spanish governing body, to subsidize a renewable hydrogen production project in Spain. In connection with the subsidy agreement, AccionaPlug S.L. is required to meet certain performance targets. The Company has provided a guarantee of €7.5 M which can be called by IDAE if the joint venture fails to meet its performance targets under the subsidy agreement. As of March 31, 2026, no payments related to this guarantee have been made by the Company, and the Company did not record a liability for this guarantee as the likelihood of the guarantee being called upon is remote.

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, take or pay contracts and service agreements. 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 March 31, 2026 were as follows (in thousands):

During 2025, the Company finalized the renegotiation of a supplier arrangement that previously contained minimum purchase requirements. As of March 31, 2026 and December 31, 2025, the Company had a remaining liability of $19.8 million and $27.2 million, respectively, which was recorded in contingent consideration, loss accrual for service contracts, and other current liabilities. During the three months ended March 31, 2026, the Company made payments of $6.8 million that reduced the liability.

18. Government Tax Credits

Section 48 Investment Tax Credit for Qualified Fuel Cell Properties of Energy Storage Technologies

As of March 31, 2026, the Company determined that it qualified for the Section 48 Investment Tax Credit (“ITC”) for Qualified Fuel Cell Properties of Energy Storage Technologies related to its hydrogen storage and liquefaction assets at its Louisiana hydrogen plant owned by Hidrogenii, the Company’s joint venture with Olin. A base rate credit of 6% is available to qualified energy storage property in the year that it is placed in-service, with availability of increased credit rates if the property qualifies. The Company determined that it qualified for a rate credit of 30%. As the ITC is considered a transferable tax credit, the Company accounts for it as a grant related to assets. Therefore, the ITC was recognized as a reduction to the Louisiana hydrogen production plant’s cost-basis, recognized within property, plant, and equipment, net in the unaudited interim condensed consolidated balance sheets, which will reduce future depreciation over the next 30 years. As of March 31, 2026, the balance of the ITC was $39.2 million and was recognized in prepaid expenses, tax credits, and other current assets in the unaudited interim condensed consolidated balance sheets.

19. Variable Interest Entities

Hidrogenii

In 2022, our wholly-owned subsidiary, Plug Power LA JV, LLC, created Hidrogenii, LLC, our joint venture with Niloco Hydrogen Holdings LLC, a wholly-owned subsidiary of Olin, to support reliability of supply and speed to market for hydrogen throughout North America and to 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 2025 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 March 31, 2026 and December 31, 2025 (in thousands):

As of March 31, 2026, the Company had capital commitments to Hidrogenii of $0.3 million to be made in the second quarter of 2026.