PLUG POWER INC

Previous wording

Forward-looking statements are typically identified by words such as “anticipate,” “believe,” “could,” “continue,” “estimate,” “expect,” “forecast,” “intend,” “may,” “plan,” “project,” “should,” “target,” “will,” “would,” and similar expressions, including the negatives thereof. These statements are based on our current expectations, assumptions and projections regarding future events and financial trends that we believe may affect our financial condition, results of operations, business strategy and financial needs. However, forward-looking statements involve known and unknown risks, uncertainties and other factors, many of which are outside our control, that may cause actual results, performance or achievements to differ materially from those expressed or implied by such statements.

Current wording

Forward-looking statements are typically identified by words such as “anticipate,” “believe,” “could,” “continue,” “estimate,” “expect,” “forecast,” “intend,” “may,” “plan,” “project,” “should,” “target,” “will,” “would,” and similar expressions, including the negatives thereof. These statements are based on our current expectations, assumptions and projections regarding future events and financial trends that we believe may affect our financial condition, results of operations, business strategy and financial needs. However, forward-looking statements involve known and unknown risks, uncertainties and other factors, many of which are outside our control, which may cause actual results, performance or achievements to differ materially from those expressed or implied by such statements.

Previous wording

The risks included here are not exhaustive, and additional factors could adversely affect our business and financial performance, including factors and risks discussed in the section titled “Risk Factors” included under Part I, Item 1A, in our 2025 Form 10-K and supplemented by Part II, Item 1A of this Quarterly Report on Form 10-Q. Moreover, we operate in a very competitive and rapidly changing environment. New risk factors emerge from time to time, and it is not possible for management to predict all such risk factors, nor can we assess the impact of all such risk factors on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from these contained in any forward-looking statements. While forward-looking statements reflect our good faith beliefs, they are not guarantees of future performance. These forward-looking statements speak only as of the date on which the statements were made. Except as may be required by applicable law, we do not undertake or intend to update any forward-looking statements after the date of this Quarterly Report on Form 10-Q.

Current wording

The risks included here are not exhaustive, and additional factors could adversely affect our business and financial performance, including factors and risks discussed in the section titled “Risk Factors” included under Part I, Item 1A, in our 2025 Form 10-K and supplemented by Part II, Item 1A of the Quarterly Report on Form 10-Q for the quarter ended March 31, 2026 and Part II, Item 1A of this Quarterly Report on Form 10-Q. Moreover, we operate in a very competitive and rapidly changing environment. New risk factors emerge from time to time, and it is not possible for management to predict all such risk factors, nor can we assess the impact of all such risk factors on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from these contained in any forward-looking statements. While forward-looking statements reflect our good faith beliefs, they are not guarantees of future performance. These forward-looking statements speak only as of the date on which the statements were made. Except as may be required by applicable law, we do not undertake or intend to update any forward-looking statements after the date of this Quarterly Report on Form 10-Q.

Previous wording

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.

Current wording

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

Previous wording

Our primary sources of revenue are from sales of equipment, related infrastructure and other, services performed on fuel cell systems and related infrastructure, power purchase agreements, and fuel delivered to customers and related equipment. A certain portion of our sales result from acquisitions in legacy markets, which we are working to transition to renewable solutions. Revenue from sales of equipment, related infrastructure and other represents sales of our GenDrive units, GenSure stationary backup power units, cryogenic stationary and on road storage, hydrogen liquefaction systems, electrolyzers and hydrogen fueling infrastructure. Revenue from services performed on fuel cell systems and related infrastructure represents revenue earned on our service and maintenance contracts and sales of spare parts. Revenue from power purchase agreements primarily represent payments received from customers who make monthly payments to access the Company’s GenKey solution. Revenue associated with fuel delivered to customers and related equipment represents

Current wording

Our primary sources of revenue are from sales of equipment, related infrastructure and other, services performed on fuel cell systems and related infrastructure, power purchase agreements, and fuel delivered to customers and related equipment. A certain portion of our sales result from acquisitions in legacy markets, which we are working to transition to renewable solutions. Revenue from sales of equipment, related infrastructure and other represents sales of our GenDrive units, GenSure stationary backup power units, cryogenic stationary and on road storage, hydrogen liquefaction systems, electrolyzers and hydrogen fueling infrastructure. Revenue from services performed on fuel cell systems and related infrastructure represents revenue earned on our service and maintenance contracts and sales of spare parts. Revenue from power purchase agreements primarily represent payments received from customers who make monthly payments to access the Company’s GenKey solution. Revenue associated with fuel delivered to customers and related equipment represents the sale of hydrogen to customers that has been purchased by the Company from a third party or generated at our hydrogen production plants.

Previous wording

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, described in Note 10, “Stockholders’ Equity - Share-Based Consideration Payable to a Customer.” The Company recorded a portion of the estimated fair value of the 2017 Walmart Warrant as a reduction of revenue based upon the projected number of shares of common stock expected to vest under the 2017 Walmart Warrant, the proportion of purchases by Walmart and their affiliates within the period relative to the aggregate purchase levels required for vesting of the 2017 Walmart Warrant, and the then-current fair value of the 2017 Walmart Warrant. 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.

Current wording

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, described in Note 10, “Stockholders’ Equity - Share-Based Consideration Payable to a Customer.”

Previous wording

The amount of provision for the 2022 Amazon Warrant and 2017 Walmart Warrant recorded as a reduction of revenue during the three months ended March 31, 2026 and 2025, respectively, is shown in the table below (in thousands):

Current wording

The amount of provision for the 2022 Amazon Warrant and 2017 Walmart Warrant recorded as a reduction of revenue during the three and six months ended June 30, 2026 and 2025, respectively, is shown in the table below (in thousands):

Previous wording

Net revenue, cost of revenue, gross profit/(loss) and gross margin/(loss) during the three months ended March 31, 2026 and 2025 were as follows (in thousands):

Current wording

Net revenue, cost of revenue, gross profit/(loss) and gross margin/(loss) during the three and six months ended June 30, 2026 and 2025 were as follows (in thousands):

Previous wording

and storage, hydrogen liquefaction systems, electrolyzers and hydrogen fueling infrastructure (referred to at the site level as hydrogen installations). Revenue from sales of equipment, related infrastructure and other for the three months ended March 31, 2026 increased $15.5 million, or 24.4%, to $79.0 million from $63.5 million for the three months ended March 31, 2025. Primarily contributing to the increase in revenue from sales of equipment, related infrastructure and other was an increase in revenue from sales of electrolyzers of $31.7 million due to volume, with 37 megawatt equivalent units sold during the three months ended March 31, 2026 compared to two megawatt equivalent units sold during the three months ended March 31, 2025. In addition, revenue from sales of hydrogen infrastructure increased $7.0 million due to volume, with three hydrogen site installations recognized during the three months ended March 31, 2026 compared to one site installation recognized during the three months ended March 31, 2025. Partially offsetting these increases in revenue, revenue from sales of cryogenic equipment and liquefiers decreased $17.9 million during the three months ended March 31, 2026 primarily due to volume, with 30 units sold during the three months ended March 31, 2026 compared to 66 units sold during the three months ended March 31, 2025, as well as product mix. Additionally, revenue from sales of fuel cell systems decreased $4.9 million primarily due to volume of GenDrive units sold, with 537 units sold during the three months ended March 31, 2026 compared to 848 units sold during the three months ended March 31, 2025.

Current wording

Revenue – sales of equipment, related infrastructure and other. Revenue from sales of equipment, related infrastructure and other represents sales of our GenDrive units, GenSure stationary backup power units, cryogenic delivery and storage, hydrogen liquefaction systems, electrolyzers and hydrogen fueling infrastructure (referred to at the site level as hydrogen installations). Revenue from sales of equipment, related infrastructure and other for the three months ended June 30, 2026 decreased $17.3 million, or 17.4%, to $81.9 million from $99.2 million for the three months ended June 30, 2025. Primarily contributing to the decrease in revenue from sales of equipment, related infrastructure and other was a decrease in revenue from sales of electrolyzers of $31.7 million due to timing of deployments. In addition, revenue from sales of hydrogen infrastructure decreased $3.4 million due to volume, with two hydrogen site installations recognized during the three months ended June 30, 2026 compared to three site installations recognized during the three months ended June 30, 2025. Partially offsetting these decreases in revenue, revenue from sales of fuel cell systems increased $16.4 million primarily due to volume of GenDrive units sold, with 1,666 units sold during the three months ended June 30, 2026 compared to 739 units sold during the three months ended June 30, 2025. Finally, there was an increase of $1.5 million related to the sales of engineered oil and gas equipment. Included in the changes in revenue described above, the provision for common stock warrants recorded as a reduction of revenue from sales of equipment, related infrastructure and other increased to $6.2 million during the three months ended June 30, 2026 compared to $1.3 million during the three months ended June 30, 2025.

Previous wording

Revenue – services performed on fuel cell systems and related infrastructure. Revenue from services performed on fuel cell systems and related infrastructure represents revenue earned on our service and maintenance contracts and sales of spare parts. Revenue from services performed on fuel cell systems and related infrastructure for the three months ended March 31, 2026 increased $5.1 million, or 30.2%, to $22.0 million from $16.9 million for the three months ended March 31, 2025. The increase in revenue from services performed on fuel cell systems and related infrastructure was primarily due to volume, with an increase of approximately 2,200 units in the average number of GenDrive units under maintenance contracts during the three months ended March 31, 2026 compared to the three months ended March 31, 2025, as well as increased pricing.

Current wording

Revenue – services performed on fuel cell systems and related infrastructure. Revenue from services performed on fuel cell systems and related infrastructure represents revenue earned on our service and maintenance contracts and sales of spare parts. Revenue from services performed on fuel cell systems and related infrastructure for the three months ended June 30, 2026 increased $13.4 million, or 82.3%, to $29.8 million from $16.4 million for the three months ended June 30, 2025. The increase in revenue from services performed on fuel cell systems and related infrastructure was primarily due to an increase in orders for alterations and upgrades for commissioned infrastructure as well as an increase in pricing. In addition, the average number of GenDrive units under maintenance contracts increased to 26,368 units during the three months ended June 30, 2026 compared to 23,846 units during the three months ended June 30, 2025. Partially offsetting the increases in revenue described above, the provision for common stock warrants recorded as a reduction of revenue from services performed on fuel cell systems and related infrastructure increased to $3.9 million during the three months ended June 30, 2026 compared to $1.3 million during the three months ended June 30, 2025.

Previous wording

Revenue – power purchase agreements. Revenue from Power Purchase Agreements (“PPAs”) represents payments received from customers for power generated through the provision of equipment and service. Revenue from PPAs for the three months ended March 31, 2026 increased $3.1 million, or 13.3%, to $26.3 million from $23.2 million for the three months ended March 31, 2025. The increase in revenue from PPAs was primarily due to increases in pricing of our PPAs during the first quarter of 2025, which was fully realized during the first quarter of 2026. Included in the change described above, the provision for common stock warrants recorded as a reduction of revenue from PPAs decreased to $1.4 million during the three months ended March 31, 2026 compared to $2.1 million during the three months ended March 31, 2025.

Current wording

Revenue – power purchase agreements. Revenue from Power Purchase Agreements (“PPAs”) represents payments received from customers for power generated through the provision of equipment and service. Revenue from PPAs for the three months ended June 30, 2026 increased $3.3 million, or 14.0%, to $26.9 million from $23.6 million for the three months ended June 30, 2025. The increase in revenue from PPAs was primarily due to an increase in pricing rates during the second quarter of 2026 compared to the second quarter of 2025. In addition, the provision for common stock warrants recorded as a reduction of revenue from PPAs decreased to $1.3 million during the three months ended June 30, 2026 compared to $2.2 million during the three months ended June 30, 2025.

Previous wording

Revenue – fuel delivered to customers and related equipment. Revenue from fuel delivered to customers and related equipment represents the sale of hydrogen that has been purchased by the Company from a third party or generated at our hydrogen production plants. Revenue from fuel delivered to customers and related equipment during the three months ended March 31, 2026 increased $6.3 million, or 21.5%, to $35.8 million from $29.5 million during the three months ended March 31, 2025. The increase in revenue was primarily due to an increase in the average selling price of fuel and an increase in customer fuel sites, with an average of 280 sites receiving delivery during the three months ended March 31, 2026 compared to an average of 248 sites receiving delivery during the three months ended March 31, 2025. Included in the change described above, the provision for common stock warrants recorded as a reduction of revenue from fuel delivered to customers and related equipment decreased to $1.5 million for the three months ended March 31, 2026 compared to $4.4 million for the three months ended March 31, 2025.

Current wording

Revenue – fuel delivered to customers and related equipment. Revenue from fuel delivered to customers and related equipment represents the sale of hydrogen that has been purchased by the Company from a third party or generated at our hydrogen production plants. Revenue from fuel delivered to customers and related equipment during the three months ended June 30, 2026 increased $5.1 million, or 14.7%, to $39.5 million from $34.4 million during the three months ended June 30, 2025. The increase in revenue was primarily due to an increase in the average selling price of fuel and an increase in volume of fuel kilograms sold. In addition, the provision for common stock warrants recorded as a reduction of revenue from fuel delivered to customers and related equipment decreased to $3.0 million during the three months ended June 30, 2026 compared to $4.6 million during the three months ended June 30, 2025.

Previous wording

primarily due to an increase in cost of revenue related to sales of electrolyzer stacks and systems and an increase in cost of revenue related to sales of hydrogen infrastructure during the three months ended March 31, 2026 primarily due to the increases in volume described above. Partially offsetting these increases, the cost of revenue related to sales of fuel cell systems and cost of revenue related to sales of cryogenic equipment and liquefiers decreased during the three months ended March 31, 2026 primarily due to the decreases in volume described above as well as decreased labor and overhead costs resulting from the Company’s restructuring activities. In addition, there was a decrease in cost of revenue related to a decrease in sales of engineered equipment. During the three months ended March 31, 2026, the Company recorded inventory valuation adjustments of $7.2 million compared to $7.7 million during the three months ended March 31, 2025. Gross loss decreased to (8.0%) for the three months ended March 31, 2026 compared to (17.4%) for the three months ended March 31, 2025. The decrease in gross loss was primarily due to the increases in volume from sales of electrolyzers and hydrogen infrastructure described above along with the corresponding decreased labor and overhead costs.

Current wording

*Cost of revenue – sales of equipment, related infrastructure and other.*Cost of revenue from sales of equipment, related infrastructure and other includes direct materials, labor costs, and allocated overhead costs related to the manufacture of our fuel cells such as GenDrive units and GenSure stationary back-up power units, cryogenic delivery and storage, hydrogen liquefaction systems, electrolyzers and hydrogen fueling infrastructure (referred to at the site level as hydrogen installations). Cost of revenue from sales of equipment, related infrastructure and other during the three months ended June 30, 2026 decreased $37.0 million, or 31.5%, to $80.3 million from $117.3 million during the three months ended June 30, 2025. The decrease in cost of revenue from sales of equipment, related infrastructure and other was primarily due to a decrease in cost of revenue related to sales of electrolyzer stacks and systems and a decrease in cost of revenue related to sales of hydrogen infrastructure during the three months ended June 30, 2026 primarily due to the decreases in volume described above as well as the realization of decreased labor and overhead costs resulting from the Company’s restructuring activities. In addition, the Company recorded inventory valuation adjustments of $6.7 million during the three months ended June 30, 2026, a decrease compared to $11.4 million recorded during the three months ended June 30, 2025. Partially offsetting these decreases, the cost of revenue related to sales of fuel cell systems increased during the three months ended June 30, 2026 primarily due to the increases in volume described above. Gross margin increased to 1.9% for the three months ended June 30, 2026 compared to gross loss (18.3%) for the three months ended June 30, 2025. The change from gross loss to gross margin was primarily due to the realization of decreased labor and overhead costs resulting from the Company’s restructuring activities.

Previous wording

Cost of revenue – services performed on fuel cell systems and related infrastructure. Cost of revenue from services performed on fuel cell systems and related infrastructure includes the labor, material costs and allocated overhead costs incurred for our product service and hydrogen site maintenance contracts and spare parts. Cost of revenue from services performed on fuel cell systems and related infrastructure during the three months ended March 31, 2026 decreased $0.1 million, or 0.3%, to $14.4 million from $14.5 million during the three months ended March 31, 2025. The decrease in cost of revenue was primarily due to improved stack reliability and decreased labor and overhead costs, partially offset by the increase in volume of average number of GenDrive units described above. Gross margin increased to 34.4% for the three months ended March 31, 2026 compared to 14.3% for the three months ended March 31, 2025. The increase in gross margin was primarily due to improved stack reliability and decreased labor and overhead costs.

Current wording

Cost of revenue – services performed on fuel cell systems and related infrastructure. Cost of revenue from services performed on fuel cell systems and related infrastructure includes the labor, material costs and allocated overhead costs incurred for our product service and hydrogen site maintenance contracts and spare parts. Cost of revenue from services performed on fuel cell systems and related infrastructure during the three months ended June 30, 2026 increased $11.7 million, or 117.3%, to $21.7 million from $10.0 million during the three months ended June 30, 2025. The increase in cost of revenue was primarily due to volume, with an increase in orders for alterations and upgrades for commissioned infrastructure and an increase in the average number of GenDrive units under maintenance contracts described above, as well as an increase in cost of service parts. Partially offsetting the increase in cost of revenue from services performed on fuel cell systems and related infrastructure, the Company recorded inventory valuation adjustments of $22 thousand during the three months ended June 30, 2026, a decrease compared to $0.9 million recorded during the three months ended June 30, 2025. Gross margin decreased to 27.2% for the three months ended June 30, 2026 compared to 38.9% for the three months ended June 30, 2025. The decrease in gross margin was primarily due to an increase in cost of service parts, partially offset by improved stack reliability.

Previous wording

Cost of revenue – (benefit)/provision for loss contracts related to service. The Company recorded a benefit for loss contracts related to service of ($7.8) million during the three months ended March 31, 2026 compared to a provision for loss contracts related to service of $8.9 million during the three months ended March 31, 2025. The Company recorded a benefit primarily due to improved pricing structure as well as reductions in cost to service our GenDrive units due to improved stack reliability and increased labor utilization.

Current wording

The Company recorded a benefit for loss contracts related to service of $23.5 million during the six months ended June 30, 2026 compared to a benefit for loss contracts related to service of $1.9 million during the six months ended June 30, 2025. The increase in the benefit was primarily due to improved pricing structure as well as reductions in cost to service our GenDrive units due to improved stack reliability and increased labor utilization. In addition, during the six months ended June 30, 2026, the Company recorded a benefit for loss contracts related to service of $7.5 million due to a contract termination.

Previous wording

Cost of revenue – power purchase agreements. Cost of revenue from PPAs includes depreciation of assets utilized and service costs to fulfill PPA obligations and interest costs associated with certain financial institutions for leased equipment. Cost of revenue from PPAs during the three months ended March 31, 2026 decreased $9.8 million, or 19.6%, to $40.1 million from $49.9 million during the three months ended March 31, 2025. The decrease in cost during the three months ended March 31, 2026 was primarily due to improved stack reliability and decreased labor and overhead costs compared to the three months ended March 31, 2025. Gross loss decreased to (52.7%) during the three months ended March 31, 2026 compared to (115.1%) during the three months ended March 31, 2025. The decrease in gross loss was primarily due to improved pricing and the reduction in cost described above.

Current wording

Cost of revenue – power purchase agreements. Cost of revenue from PPAs includes depreciation of assets utilized and service costs to fulfill PPA obligations and interest costs associated with certain financial institutions for leased equipment. Cost of revenue from PPAs during the three months ended June 30, 2026 decreased $10.3 million, or 22.7%, to $35.0 million from $45.3 million during the three months ended June 30, 2025. The decrease in cost of revenue during the three months ended June 30, 2026 was primarily due to improved stack reliability and the realization of decreased labor and overhead costs resulting from a decrease in operating lease costs from strategic buy-outs of the Company’s operating lease liabilities during the first half of 2026. Gross loss decreased to (30.0%) during the three months ended June 30, 2026 compared to (91.6%) during the three months ended June 30, 2025. The decrease in gross loss was primarily due to improved pricing and the reduction in cost described above.

Previous wording

Cost of revenue – fuel delivered to customers and related equipment. Cost of revenue from fuel delivered to customers and related equipment represents the purchase of hydrogen from suppliers and internally produced hydrogen that is ultimately sold to customers. Cost of revenue from fuel delivered to customers during the three months ended March 31, 2026 decreased $6.5 million, or 10.9%, to $52.9 million from $59.4 million during the three months ended March 31, 2025. The decrease in cost of revenue was primarily due to a decrease in the average cost of purchased fuel during the three months ended March 31, 2026 compared to the three months ended March 31, 2025. Gross loss decreased to (47.8%) during the three months ended March 31, 2026 compared to (101.5%) during the three months ended March 31, 2025. The decrease in gross loss was primarily due to an increase in the average selling price of fuel, decreased cost of purchased fuel and an increase in internal fuel production, which inherently costs less than purchased fuel.

Current wording

Cost of revenue – fuel delivered to customers and related equipment. Cost of revenue from fuel delivered to customers and related equipment represents the purchase of hydrogen from suppliers and internally produced hydrogen that is ultimately sold to customers. Cost of revenue from fuel delivered to customers during the three months ended June 30, 2026 decreased $7.1 million, or 10.9%, to $58.5 million from $65.6 million during the three months ended June 30, 2025. The decrease in cost of revenue was primarily due to an increase of internally produced fuel, decreased internal production costs and a decrease in the average cost of purchased fuel. Gross loss decreased to (48.2%) during the three months ended June 30, 2026 compared to (90.8%) during the three months ended June 30, 2025. The decrease in gross loss was primarily due to an increase in volume of fuel kilograms sold, increased internal hydrogen production and lower internal production costs.

Previous wording

Research and development. Research and development expenses include: materials to build development and prototype units, cash and non-cash stock compensation and benefits for the engineering and related staff, expenses for contract engineers, fees paid to consultants for services provided, materials and supplies consumed, facility related costs such as computer and network services, and other general overhead costs associated with our research and development

Current wording

Research and development. Research and development expenses include: materials to build development and prototype units, cash and non-cash stock compensation and benefits for the engineering and related staff, expenses for contract engineers, fees paid to consultants for services provided, materials and supplies consumed, facility related costs such as computer and network services, and other general overhead costs associated with our research and development activities. Research and development expense for the three months ended June 30, 2026 increased $1.2 million, or 10.1%, to $13.4 million from $12.2 million for the three months ended June 30, 2025. The increase was primarily due to an increase in professional fees, partially offset by a decrease in government-sponsored research and development project expense.

Previous wording

activities. Research and development expense for the three months ended March 31, 2026 decreased $5.3 million, or 30.2%, to $12.1 million from $17.4 million for the three months ended March 31, 2025. The decrease was primarily due to headcount reductions resulting from the Company’s 2025 Restructuring Plan as well as a decrease in research and development project expenses.

Current wording

Research and development expense for the six months ended June 30, 2026 decreased $4.1 million, or 13.6%, to $25.5 million from $29.6 million for the six months ended June 30, 2025. The decrease was primarily due to headcount reductions resulting from the Company’s 2025 Restructuring Plan as well as a decrease in government-sponsored research and development project expense, partially offset by an increase in professional fees.

Previous wording

Selling, general and administrative. Selling, general and administrative expenses include cash and non-cash stock compensation, benefits, amortization of intangible assets and related costs in support of our general corporate functions, including general management, finance and accounting, human resources, selling and marketing, information technology and legal services. Selling, general and administrative expenses for the three months ended March 31, 2026 decreased $10.6 million, or 13.2%, to $70.2 million from $80.8 million for the three months ended March 31, 2025. The decrease was primarily due to a decrease in contract termination fees, a decrease in professional fees and reductions to the Company’s depreciation and amortization expenses resulting from the Company’s impairment recorded during the fourth quarter of 2025.

Current wording

Selling, general and administrative. Selling, general and administrative expenses include cash and non-cash stock compensation, benefits, amortization of intangible assets and related costs in support of our general corporate functions, including general management, finance and accounting, human resources, selling and marketing, information technology and legal services. Selling, general and administrative expenses for the three months ended June 30, 2026 decreased $58.6 million, or 66.7%, to $29.3 million from $87.9 million for the three months ended June 30, 2025. The decrease was primarily due to recoveries of previously-impaired assets of $39.7 million, as disclosed in Note 2, “Summary of Significant Accounting Policies,” headcount reductions resulting from the Company’s 2025 Restructuring Plan, a decrease in credit loss provisions, a decrease in contract termination fees, a decrease in professional fees and reductions to the Company’s depreciation and amortization expense resulting from the Company’s impairment recorded during the fourth quarter of 2025. These decreases were partially offset by a $3.1 million increase in transaction costs related to the sale of the Company’s ITC during the second quarter of 2026, as disclosed in Note 18, “Government Tax Credits.”

Previous wording

Restructuring. Expenses related to restructuring activities for the three months ended March 31, 2026 decreased $15.8 million, or 91.7%, to $1.4 million from $17.2 million for the three months ended March 31, 2025. The decrease was due to lower severance and benefits expenses resulting from restructuring activities during the three months ended March 31, 2026, which impacted less employees than from restructuring activities during the three months ended March 31, 2025.

Current wording

Restructuring. Expenses related to restructuring activities for the three months ended June 30, 2026 decreased $2.8 million, or 93.8%, to $0.2 million from $3.0 million for the three months ended June 30, 2025. The decrease was due to lower severance and benefits expenses resulting from restructuring activities during the three months ended June 30, 2026, which impacted fewer employees than from restructuring activities during the three months ended June 30, 2025.

Previous wording

Impairment. Impairment for the three months ended March 31, 2026 increased $2.8 million, or 262.4%, to $3.9 million from $1.1 million for the three months ended March 31, 2025. The increase was primarily related to the Company recording a higher impairment charge on long-lived assets designated for internal use during the three months ended March 31, 2026.

Current wording

Impairment for the six months ended June 30, 2026 increased $1.5 million, or 7.2%, to $23.2 million from $21.7 million for the six months ended June 30, 2025. The increase was primarily related to the Company recording higher impairment charges on long-lived assets during the six months ended June 30, 2026. See Note 2, “Summary of Significant Accounting Policies,” for further information.

Previous wording

*Change in fair value of contingent consideration.*The change in fair value of contingent consideration is related to earn-outs for the Joule Processing LLC (“Joule”) acquisition and Frames Holding B.V. (“Frames”)acquisition (prior period only). The change in fair value of contingent consideration for the three months ended March 31, 2026 and 2025 was $0.3 million and ($11.8) million, respectively.

Current wording

*Change in fair value of contingent consideration.*The change in fair value of contingent consideration consists of earn-outs for the Joule Processing LLC (“Joule”) acquisition and Frames Holding B.V. (“Frames”)acquisition (prior period only). The change in fair value of contingent consideration for the three months ended June 30, 2026 and 2025 was $0.2 million and ($0.2) million, respectively.

Previous wording

Interest income. Interest income primarily consists of income generated by our investment holdings, restricted cash escrow accounts, and money market accounts. Interest income for the three months ended March 31, 2026 decreased $1.4 million compared to the three months ended March 31, 2025. The decrease was primarily due to the decrease in the Company’s average restricted cash balance during the first quarter of 2026.

Current wording

Interest income. Interest income primarily consists of income generated by our investment holdings, restricted cash escrow accounts, and money market accounts. Interest income for the three months ended June 30, 2026 decreased $3.2 million compared to the three months ended June 30, 2025. The decrease was primarily due to the decrease in the Company’s average restricted cash balance during the second quarter of 2026.

Previous wording

Interest expense. Interest expense consists of interest expense related to our long-term debt, convertible debt instruments, obligations under finance leases and our finance obligations. Interest expense for the three months ended March 31, 2026 increased $5.9 million compared to the three months ended March 31, 2025. The increase was primarily due to interest expense incurred related to the 6.75% Convertible Senior Notes, which was entered into during the fourth quarter of 2025.

Current wording

Interest expense. Interest expense consists of interest expense related to our long-term debt, convertible debt instruments, obligations under finance leases and our finance obligations. Interest expense for the three months ended June 30, 2026 increased $1.0 million compared to the three months ended June 30, 2025. The increase was primarily due to interest expense incurred related to the 6.75% Convertible Senior Notes, which were issued during the fourth quarter of 2025.

Previous wording

Other income, net. Other income, net primarily consists of gains and losses related to energy contracts and foreign currency transactions. Other income, net during the three months ended March 31, 2026 decreased to $1.1 million compared to $1.3 million during the three months ended March 31, 2025.

Current wording

Other (expense)/income, net. Other (expense)/income, net primarily consists of gains and losses related to energy contracts and foreign currency transactions. Other (expense)/income, net during the three months ended June 30, 2026 decreased to other expense, net of ($7.2) million compared to other income, net of $3.8 million during the three months ended June 30, 2025. The decrease was primarily due to an increase in losses related to energy contracts during the second quarter of 2026.

Previous wording

Gain/(loss) on extinguishment of convertible debt instruments and finance obligations. Gain/(loss) on extinguishment of convertible debt instruments and finance obligations consists of losses that arise from retirement of the Company’s convertible debt instruments and finance obligations before maturity. During the three months ended March 31, 2026 and 2025, the Company recorded a gain/(loss) on extinguishment of convertible debt instruments and finance obligations of $1.8 million and ($3.7) million, respectively. The gain on extinguishment of convertible debt instruments and finance obligations recorded during the three months ended March 31, 2026 was due to a gain on the extinguishment of a finance obligation.

Current wording

(Loss)/gain on extinguishment of convertible debt instruments and finance obligations. (Loss)/gain on extinguishment of convertible debt instruments and finance obligations consists of losses that arise from retirement of the Company’s convertible debt instruments, debt and finance obligations before maturity. During the three months ended June 30, 2026 and 2025, the Company recorded a gain/(loss) on extinguishment of convertible debt instruments and finance

Previous wording

Change in fair value of convertible debt instruments. Change in fair value of convertible debt instruments consists of gains/(losses) that arise from the changes in fair value of the Company’s convertible debt instruments. During the three months ended March 31, 2026, the Company recorded a change in fair value of convertible debt instruments of ($70.8) million compared to a change in fair value of convertible debt instruments of ($7.3) million for the three months ended March 31, 2025. The increase in losses on change in fair value of convertible debt instruments during the three months ended March 31, 2026 was primarily due to an increase in the Company’s common stock price, an increase in the Company’s volatility as well as a larger principal balance of the 6.75% Convertible Senior Notes compared to the principal balance of the Company’s convertible debt instruments held during the three months ended March 31, 2025.

Current wording

Change in fair value of convertible debt instruments. Change in fair value of convertible debt instruments consists of gains/(losses) that arise from the changes in fair value of the Company’s convertible debt instruments. During the three months ended June 30, 2026, the Company recorded a change in fair value of convertible debt instruments of ($74.2) million compared to a change in fair value of convertible debt instruments of $9.2 million during the three months ended June 30, 2025. The increase in losses resulting from changes in the fair value of convertible debt instruments during the three months ended June 30, 2026 was primarily due to an increase in the Company’s common stock price as well as a larger principal balance of the 6.75% Convertible Senior Notes compared to the principal balance of the Company’s convertible debt instruments held during the three months ended June 30, 2025.

Previous wording

Change in fair value of warrant liabilities. Change in fair value of warrant liabilities consists of gains/(losses) that arise from the changes in fair value of the Company’s $7.75 Warrants. During the three months ended March 31, 2026, the Company recorded a change in fair value of warrant liabilities of ($54.6) million primarily due to an increase in the Company’s common stock price and an increase in the Company’s stock price volatility compared to no change in fair value of warrant liabilities during the three months ended March 31, 2025, as the $7.75 Warrants were issued during the fourth quarter of 2025.

Current wording

Change in fair value of warrant liabilities. Change in fair value of warrant liabilities consists of gains/(losses) that arise from the changes in fair value of the Company’s $7.75 Warrants. During the three months ended June 30, 2026, the Company recorded a change in fair value of warrant liabilities of ($29.3) million primarily due to an increase in the Company’s common stock price compared to no change in fair value of warrant liabilities during the three months ended June 30, 2025 as the $7.75 Warrants were issued during the fourth quarter of 2025.

Previous wording

*Loss on equity method investments.*Loss on equity method investments consists of our interest in AccionaPlug S.L., which is our 50/50 joint venture with Acciona Generación Renovable, S.A. and Clean H2 Infra Fund. Prior to the fourth quarter of 2025, we also held a 49% interest in SK Plug Hyverse, our joint venture with SK Innovation Co., Ltd., successor in interest to SK E&S Co., Ltd. For the three months ended March 31, 2026, the Company recorded a loss of $0.5 million on equity method investments compared to a loss of $2.4 million for the three months ended March 31, 2025. The decrease in loss on equity method investments was primarily due to the Company not recognizing losses related to SK Plug Hyverse during the three months ended March 31, 2026 as the Company sold its entire 49% equity interest in SK Plug Hyverse during the fourth quarter of 2025.

Current wording

*Loss on equity method investments.*Loss on equity method investments consists of our interest in AccionaPlug S.L., which is our 50/50 joint venture with Acciona Generación Renovable, S.A. and Clean H2 Infra Fund. Prior to the fourth quarter of 2025, we also held a 49% interest in SK Plug Hyverse, our joint venture with SK Innovation Co., Ltd., successor in interest to SK E&S Co., Ltd. During the three months ended June 30, 2026, the Company recorded a loss of $0.7 million on equity method investments compared to a loss of $45.9 million during the three months ended June 30, 2025. The decrease in loss on equity method investments was primarily due to the Company recording an other-than-

Previous wording

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.

Current wording

The Company recorded income tax expense of $207 thousand and $12 thousand during the three months ended June 30, 2026 and 2025, respectively. The Company recorded income tax expense of $248 thousand and $12 thousand during the six months ended June 30, 2026 and 2025, respectively. The income tax expense for the three and six months ended June 30, 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 June 30, 2026, the Company’s Netherlands subsidiary maintains a full valuation allowance on its deferred tax assets that will not be realized.

Previous wording

The net cash used in operating activities during the three months ended March 31, 2026 and 2025 was $150.0 million and $105.6 million, respectively. The increase in net cash used in operating activities was primarily due to an increase in cash used in prepaid expenses and other assets and accounts payable, accrued expenses, and other liabilities as well as an increase in payments of operating lease liabilities, net resulting from strategic buy-outs of the Company’s

Current wording

The net cash used in operating activities during the six months ended June 30, 2026 and 2025 was $244.1 million and $297.4 million, respectively. The decrease in net cash used in operating activities was primarily due to the cash receipt of $50.0 million during the second quarter of 2026 related to the resolution of a contract dispute with a customer, as disclosed in Note 17, “Commitments and Contingencies.” In addition, there was a decrease in cash used in deferred revenue and other contract liabilities. Those changes were partially offset by an increase in cash used in accounts payable, accrued expenses and other liabilities and prepaid expenses and other assets as well as an increase in payments of operating lease liabilities, net resulting from strategic buy-outs of the Company’s operating lease liabilities of $15.5 million during the first half of 2026.

Previous wording

The net cash used in investing activities during the three months ended March 31, 2026 and 2025 was $8.5 million and $46.6 million, respectively. The decrease in net cash used in investing activities was primarily due to a decrease in purchases of property, plant and equipment.

Current wording

The net cash used in investing activities during the six months ended June 30, 2026 and 2025 was $8.2 million and $87.3 million, respectively. The decrease in net cash used in investing activities was primarily due to a decrease in purchases of property, plant and equipment. In addition, during the second quarter of 2026, the Company executed an ITC sales agreement for its Louisiana hydrogen production plant and received net cash proceeds of $36.1 million, as disclosed in Note 18, “Government Tax Credits.” Partially offsetting these decreases, there was an increase in purchases of

Previous wording

The net cash (used in)/provided by financing activities during the three months ended March 31, 2026 and 2025 was ($31.7) million and $193.2 million, respectively. The decrease from cash provided by financing activities to cash used in financing activities was primarily driven by a decrease in proceeds from public and private offerings as well as an increase in principal repayments of finance obligations and finance leases resulting from strategic buy-outs of the Company’s finance obligations and finance lease liabilities of $8.3 million during the first quarter of 2026. These activities were partially offset by a decrease in principal payments on convertible debt instruments.

Current wording

The net cash (used in)/provided by financing activities during the six months ended June 30, 2026 and 2025 was ($67.9) million and $226.1 million, respectively. The decrease from cash provided by financing activities to cash used in financing activities was primarily driven by a decrease in proceeds from public and private offerings and debt issuance, partially offset by a decrease in principal payments on convertible debt instruments.

Previous wording

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.

Current wording

The Company has continued to experience negative cash flows from operations and net losses. The Company incurred net losses of approximately $190.1 million and $228.7 million during the three months ended June 30, 2026 and 2025, respectively. The Company incurred net losses of approximately $436.1 million and $425.6 million during the six months ended June 30, 2026 and 2025, respectively. As of June 30, 2026, the Company’s working capital was $652.5 million, which included unrestricted cash and cash equivalents of $161.9 million and current restricted cash of $155.5 million, and the Company had an accumulated deficit of $8.7 billion.

Previous wording

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.

Current wording

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. 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.

Previous wording

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.

Current wording

The Company has an “at-the-market” equity offering program with B. Riley Securities, Inc. (“B. Riley”) and Yorkville Securities, LLC (“Yorkville”) 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. 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. During the three and six months ended June 30, 2026, the Company sold no shares of common stock pursuant to the “at-the-market” equity offering program. As of June 30, 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.

Previous wording

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 sold no shares of common stock pursuant to the SEPA.

Current wording

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 six months ended June 30, 2026, the Company sold no shares of common stock pursuant to the SEPA.

Previous wording

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.

Current wording

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 ongoing operations for a period of at least 12 months subsequent to the issuance of the accompanying unaudited interim condensed consolidated financial statements.

Previous wording

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.

Current wording

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.

Previous wording

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.

Current wording

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