PLUG POWER INC

In addition to the other information set forth in this Quarterly Report on Form 10-Q, you should carefully consider the risk factors that could materially affect the Company’s business, financial condition or future results discussed in the Company’s 2025 Form 10-K in Part I, Item 1A, “Risk Factors,” andthe Company’s Form 10-Q for the quarters ended March 31, 2026 and June 30, 2026 in Part II, Item 1A, “Risk Factors.” The risks described in the 2025 Form 10-K and the Form 10-Q for the quarters ended March 31, 2026 and June 30, 2026 are not the only risks that could affect the Company. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial may also materially adversely affect our business, financial condition and/or operating results in the future. As a supplement to the risk factors identified in the 2025 Form 10-K, below we have set forth updated risk factors. Other than as provided below, there have been no material changes to the risk factors identified in the 2025 Form 10-K and the Form 10-Q for the quarters ended March 31, 2026 and June 30, 2026.

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 results, including net income that does not reflect our operating performance.

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.

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.

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.

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.