PLUG POWER INC

Current report

Changes in the fair value of our convertible senior notes and warrant liabilities have caused, and may continue to cause, significant volatility in our reported financial results and could result in further dilution.

Current report

We have elected to measure our 6.75% Convertible Senior Notes and our $7.75 Warrants at fair value, with changes in fair value recorded through our statements of operations each period. As a result, our reported net loss is, and is expected to continue to be, subject to significant fluctuation based on factors that are not within our control and are not necessarily related to our underlying operating performance, including changes in our stock price, stock price volatility, interest rates, and the remaining term of these instruments. For example, during the three and six months ended June 30, 2026, we recorded non-cash losses of $74.2 million and $145.0 million, respectively, from the change in fair value of our convertible senior notes, and non-cash losses of $29.3 million and $83.9 million, respectively, from the change in fair value of our warrant liabilities. Increases in our stock price or stock price volatility, among other factors, have generally increased, and could continue to increase, the fair value of these instruments, resulting in additional non-cash charges that could be significant and could cause our results of operations to differ materially from period to period and from analyst and investor expectations. In addition, conversion of the notes or exercise of the warrants would result in dilution to our stockholders.

Current report

Recent judicial and administrative developments regarding tariffs imposed under the International Emergency Economic Powers Act resulted in refunds of previously paid tariffs, but the future tariff environment remains uncertain.

Current report

In February 2026, the U.S. Supreme Court held that the International Emergency Economic Powers Act does not authorize the President of the United States to impose tariffs, thereby invalidating certain tariffs previously imposed under that Act. Following the ruling, U.S. Customs and Border Protection implemented a refund process for tariffs paid under the invalidated authority. During the six months ended June 30, 2026, we received cash refunds of $10.9 million and recognized an additional receivable of $3.8 million for tariffs previously paid on imported goods, and recorded a corresponding $14.7 million reduction to the cost basis of our inventory. We do not currently anticipate significant further refunds related to this matter. However, the future trade policy and tariff environment applicable to our supply chain remains uncertain and subject to further legislative, administrative, or judicial action, including potential new or alternative tariff measures. Any such developments could increase our costs, disrupt our supply chain, or, if our expectations change, require us to revise the amounts we have recognized in our financial statements related to tariff refunds.

Current report

Our DOE loan guarantee has been terminated.

Current report

As previously disclosed, in November 2025 we suspended activities related to the DOE loan program, and in our Annual Report on Form 10-K for the year ended December 31, 2025, we disclosed that we were engaged in discussions with the DOE regarding a possible reframing of activities under the Loan Guarantee Agreement. Those discussions did not result in a modification of the Loan Guarantee Agreement, and on August 4, 2026, the DOE exercised its contractual right to terminate the Loan Guarantee Agreement because the initial first advance had not occurred by the applicable longstop date. No amounts were ever drawn under the Loan Guarantee Agreement, and we do not expect the termination, by itself, to have a material effect on our near-term results of operations, cash flows, or financial condition. See Note 20, “Subsequent Events,” to the unaudited interim condensed consolidated financial statements and Part II, Item 5 of this Quarterly Report on Form 10-Q for additional information.

Previous report

Disruptions to international shipping routes and regional instability, including in and around the Strait of Hormuz, may delay deliveries, increase costs, and adversely affect our ability to fulfill customer orders and recognize revenue.

Previous report

We rely on global logistics, including shipping routes through the Middle East and other key transit networks, to deliver products to our customers. Disruptions affecting these supply chain routes, including geopolitical tensions, military activity, or other instability, may delay, restrict, or prevent the movement of goods, increase transit times, or significantly increase freight, insurance, and security costs. For example, we have experienced and may continue to experience delays in delivering customer orders due to disruptions in and around critical chokepoints such as the Strait of Hormuz. In response, we have utilized, and may continue to utilize, alternative logistics solutions, including overland transportation and rerouting through other ports, which has increased our logistics costs and extended delivery timelines. However, such alternatives may be limited, less reliable, more costly, or unavailable on commercially reasonable terms. They may also introduce additional risks, including damage to products, loss in transit, customs or border delays, and reduced visibility into shipment status.

Previous report

These types of disruptions may impair our ability to fulfill customer orders in a timely manner, delay commissioning and installation, and defer revenue recognition and cash collections. In addition, we may incur incremental costs such as additional freight, storage, or contractual penalties, and we may be required to provide concessions or other accommodations to customers. Prolonged or severe disruptions could also result in order cancellations, reduced demand, or damage to customer relationships. If we are unable to effectively manage these logistics and transportation risks or adapt our supply chain and delivery methods in a timely and cost-effective manner, our business, financial condition, results of operations, and cash flows could be materially adversely affected.