PLUG POWER INC

Current report

We measure our 6.75% Convertible Senior Notes and $7.75 Warrants at fair value, with changes recorded in our unaudited interim condensed consolidated statements of operations. Increases in our stock price and/or changes in volatility have generated non-cash losses (for the six months ended June 30, 2026, $145.0 million for the 6.75% Convertible Senior Notes and $83.9 million for the $7.75 Warrants), and decreases have generated non-cash gains (for the third quarter, $108.3 million and $84.2 million, respectively). As a result, we reported net income of $99.0 million for the third quarter even though our operating loss was $75.3 million, and we reported a net loss of $337.1 million for the nine months ended September 30, 2026. In the third quarter, we transferred the valuation of the 6.75% Convertible Senior Notes from a Level 1 fair value measurement to Level 3 because of limited recent trading activity, so their fair value now depends on unobservable inputs such as volatility and calibrated yield, which require significant judgment. These swings can cause our results to differ materially from period to period and from investor expectations.

Current report

Our quarterly revenue can fluctuate significantly with the timing of installations, deployments and customer decisions, and recent growth may not be indicative of future periods.

Current report

Third-quarter revenue growth was driven by nine hydrogen site installations (compared with none a year earlier), higher fuel cell system and service revenue, partly offset by a $40.4 million decrease in electrolyzer revenue due to the timing of deployments. Revenue from these categories depends on customer acceptance, financing, permitting, final investment decisions and construction schedules, and we have historically recognized more revenue in the second half of the year. Revenue for the nine months ended September 30, 2026 increased approximately 11.9% compared to the nine months ended September 30, 2025; achieving our 2026 revenue growth guidance would require substantially higher growth in the fourth quarter.

Current report

Our estimated future revenue of $614.4 million, including $119.8 million for electrolyzers, is subject to cancellation, modification and delay. Agreements we announce, including supply agreements and cooperation agreements, may be conditional or non-binding and may not result in orders or revenue.

Previous 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.

Previous 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.

Previous 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.

Previous report

Our DOE loan guarantee has been terminated.

Previous 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.