What changed in Plug Power's 10-K for the fiscal year ended December 31, 2025

To improve our financial condition and liquidity, we may have to raise additional capital through equity offerings, debt financings, government funding programs, strategic partnerships, asset sales or other transactions. There can be no assurance that we will have access to the capital we need on favorable terms when required or at all. In periods when the capital and credit markets experience significant volatility, including periods of high interest rates or reduced liquidity, the amounts, sources and cost of capital available to us may be adversely affected. For example, we are party to certain agreements with collateral requirements, which could further restrict our liquidity or require us to raise capital at inopportune times. We primarily use external financing to provide working capital needed to operate and grow our business. Sufficient sources of external financing may not be available to us on acceptable or cost effective terms. If we cannot raise additional funds when we need them, our financial condition and business could be materially adversely affected. In addition, we have implemented a broad range of cost saving measures, including operational consolidation, strategic workforce reductions and various other cost reduction initiatives, to reduce our cash burn. In addition, in March 2025, we announced additional reductions in the workforce and additional reductions in discretionary spending, inventory and capital expenditures. There can be no assurance that these cost saving measures will be sufficient or will not adversely affect our ability to execute our business strategy or grow our operations. [added] Our ability to continue our operations is contingent upon our ability to successfully implement cost saving measures such as those referenced above and to obtain additional capital or complete one or more strategic transactions and if we fail to do so and are unable to raise sufficient capital and/or complete one or more strategic transactions, we would be forced to modify or cease operations, liquidate assets or pursue bankruptcy proceedings.

[added] The timing and cost to complete the construction of our hydrogen production facilities, and any new or expanded facilities, depend in part on our ability to obtain and allocate sufficient capital to fund such facilities. As previously disclosed, we have recently taken actions to prioritize capital discipline and liquidity, including reevaluating the timing and scope of certain planned hydrogen production facilities. As part of this reprioritization, we may defer, modify or pivot away from certain facilities, including facilities that were previously contemplated as part of our hydrogen production network, such as the Texas hydrogen plant. Any such actions could delay construction, reduce project scope, increase per-unit cost, or result in facilities not being completed as originally planned. The timing and cost to complete the construction of our hydrogen production plants are further subject to a number of factors outside of our control, including delays or performance issues involving contractors, suppliers or other third parties, permitting, interconnection and power availability, inflationary pressures, labor availability, and other market conditions. Such plants may take longer and cost more to complete and become operational than we expect. For example, construction at our Georgia plant took longer than we expected before becoming operational.

[added] Historically, we have obtained or provided third-party financing sources to finance the sale of our products and services to our customers or our PPAs with our customers. More recently, as part of our focus on liquidity and cash generation, we have shifted away from providing or arranging financing for customer purchases and from entering into new PPAs and instead have increasingly required customers to obtain financing directly from third-party lenders or lessors.

Information technology system, network or operational technology disruptions could harm the Company's operations. Failure to effectively prevent, detect, and recover from security compromises or breaches, including cyber-attacks, could result in the misuse of company assets, unauthorized use or publication of our trade secrets and confidential business information, loss, corruption or unavailability of data, disruption to the Company, diversion of management resources, regulatory inquiries, legal claims or proceedings, reputational damage, loss of sales, reduction in value of our investment in research and development, among other costs to the company. We have experienced, and may experience in the future, both successful and unsuccessful attempts to gain unauthorized access to our information technology systems. For example, in or around March 2023, an unauthorized actor accessed our computer network and executed a ransomware [added] attack, resulting in the encryption of certain of our computer systems, including systems used to store proprietary and confidential data, and exfiltration of personal information related to certain individuals. Upon detection, we took immediate steps to contain, assess and remediate the incident, including engaging outside legal counsel and external forensic investigators. We restored the affected systems and our business remained operational with no material disruption during the restoration period. However, similar or more severe incidents could occur in the future, and the costs and consequences of any such incidents may be greater as our operations and data footprint expand.

Since enactment of the IRA and OBBBA, the U.S. Department of the Treasury, the Internal Revenue Service ("IRS") and other agencies have issued extensive guidance and final regulations implementing these incentives. These rules are complex, continue to evolve, and may require significant compliance efforts, capital investment, documentation, verification and ongoing monitoring. The effect of these requirements on our ability, or the ability of our customers, to qualify for and monetize such incentives is not fully known. In addition, changes in federal policy, including changes in administration priorities, agency interpretation or implementation, or legislative action by Congress, could reduce, delay, modify or eliminate certain incentives or impose additional eligibility requirements. For example, on January 20, 2025, the current administration issued an executive order directing agencies to pause or review the disbursement of certain funds appropriated under the IRA and the Infrastructure Investment and Jobs Act, and related guidance has been issued regarding implementation. The scope, duration and ultimate impact of such actions remain uncertain. Further, the passage of the OBBBA imposed additional criteria around certain tax credits concerning the potential ineligibility of clean energy properties using manufactured products, components, and certain materials from "Prohibited Foreign Entities" such as Chinese-based component suppliers. The regulatory guidance and rulemakings concerning Prohibited Foreign Entities is not finalized and their effects on the Company and our products remains unknown. [added] To the extent grants, loans, contracts, direct-pay tax credits or other forms of federal support are delayed, re-scoped, suspended or terminated, our business, results of operations and liquidity could be materially adversely affected.

[added] If government incentives are reduced, delayed, unavailable, difficult for which to qualify or difficult to monetize, our customers may delay, scale back, or cancel projects, demand for our products and services could decline, and our revenues, operating results and liquidity could be materially adversely affected.

[added] A limited number of customers account for a significant portion of our revenue, receivables, backlog, or expected future deployments in certain periods. These customers may delay, reduce, cancel, or renegotiate orders; experience financial distress; change their strategic priorities; or encounter permitting, funding or operational constraints. If any significant customer does so, our revenue, cash flows, gross margins, and business prospects could be materially adversely affected.

[added] Our ability to execute our strategy depends in part on the continued service and effectiveness of our senior leadership and key personnel. We have announced that our current President and Chief Revenue Officer, José Luis Crespo, is expected to assume the role of Chief Executive Officer in connection with the filing of this Annual Report on Form 10-K, succeeding Andrew Marsh. Although Mr. Crespo has been serving as President, the transition of the Chief Executive Officer role represents a significant leadership change. Leadership transitions, including changes in the Chief Executive Officer role, can create operational disruption, loss of institutional knowledge, employee attrition, shifts in strategic priorities and uncertainty among customers, suppliers, financing sources and employees. Such transitions may also require time for new leadership to establish relationships, implement strategic and operational changes, and align management teams and organizational processes. If we fail to manage leadership transitions effectively, including ensuring continuity of operations and execution during and following the planned Chief Executive Officer transition, our business, results of operations and liquidity could be adversely affected.

[added] We also remain dependent upon third-party hydrogen suppliers to support the commercialization of our products and services, including to supplement our own production, manage downtime, serve certain geographies or meet peak demand. We have experienced supply chain issues relating to the availability of hydrogen, including but not limited to suppliers utilizing force majeure provisions under existing contracts, which has led to volume constraints, delays in deployment and service margin improvements, and negatively impacted the amount of hydrogen we have been able to provide under certain supply and other agreements. If hydrogen suppliers elect not to participate in the material handling market, if existing supply arrangements are not renewed on acceptable terms, or if supply chain disruptions continue, insufficient supplies of hydrogen may result.

[added] In recent years, our common stock has traded at low price levels, and we have stockholder approval to provide our Board with flexibility to effect a reverse stock split, which can increase volatility and may not improve the long-term performance of our stock. Sustained low trading prices also may increase the risk of non-compliance with applicable listing standards and could reduce institutional investor interest or analyst coverage. If we fail to comply with any continued listing standards, we may be subject to deficiency notices, additional compliance obligations, and, if we are unable to regain compliance within applicable cure periods, delisting, which could reduce the liquidity and market price of our common stock, increase volatility, limit investor access to our securities, and make it more difficult for us to raise capital on acceptable terms, or at all. We also may be subject from time to time to litigation, regulatory inquiries or other proceedings that can increase volatility and create uncertainty. For example, a securities class action filed in March 2021 was dismissed in August 2023, and separate class action complaints relating to 2023, 2024 and 2025 stock price movements remain ongoing; such matters (and any similar future matters) could result in substantial costs and diversion of management's attention and resources and could harm our stock price, business, prospects, results of operations and financial condition. See Note 25, "Commitments and Contingencies."

[added] If we are unable to successfully execute, operate or scale our hydrogen production facilities, or if new or expanded facilities cost more or take longer than we expect, we may be required to source hydrogen from third parties at potentially higher or more volatile costs, may be unable to meet customer demand, and our business, financial condition, results of operations and prospects could be materially adversely affected.

[added] If hydrogen is not readily available or if hydrogen prices are such that energy produced by our products costs more than energy provided by other sources, our products could be less attractive to potential users, our products' value proposition could be negatively affected, and our sales and deployment of products and services could be materially and adversely affected.

[added] Our strategy involves significant capital investment in hydrogen production, liquefaction, storage and logistics assets. If demand for hydrogen, fuel cell systems, electrolyzers or related services develops more slowly than we expect, or if we are unable to secure or retain customers at anticipated volumes and pricing, these assets may be underutilized. Underutilization could reduce margins, impair our ability to achieve economies of scale, require us to curtail operations, and could result in impairment charges or other adverse impacts to our financial condition and results of operations.

While we do not anticipate significant near- or long-term physical shortages with respect to our demand for platinum, titanium, or iridium, there can be no assurance that adequate supplies will remain available on commercially acceptable terms, particularly as demand for these materials may increase with broader industry adoption and increased deployment of PEM electrolyzers and related infrastructure. Any constraints on supply, disruptions in production or logistics, or sustained price increases could adversely affect our ability to produce commercially viable PEM fuel cells, PEM electrolyzers, or hydrogen production facilities, delay our deliveries or raise our cost of producing such products and services. In addition, inflationary pressures and broader macroeconomic conditions may increase commodity price volatility. Geopolitical developments, including regional conflicts, and related sanctions, trade restrictions, supply chain dislocations and transportation constraints, could further impact the availability and pricing of platinum group metals and other key inputs, including iridium. Because iridium is produced primarily as a by-product of platinum and nickel mining and has limited sources of supply, even modest increases in demand or disruptions in production could have an outsized impact on pricing and availability. Although industry participants are exploring approaches to improve iridium utilization in PEM electrolyzers, there can be no assurance that such efforts will be successful, scalable or commercially viable or that such efforts will offset the effects of price increase or supply constraints. Our ability to pass on such increases in costs [added] in a timely manner depends on market conditions, competitive dynamics, contractual arrangements and customer demand, and the inability to pass along cost increases could result in lower gross margins.

We rely on certain key suppliers for critical components in our products, and there are numerous other components for our products that are single sourced or otherwise subject to limited supplier availability. If we fail to maintain our relationships with our suppliers or build relationships with new suppliers, or if suppliers are unable to meet our demand on mutually agreeable terms, we may be unable to manufacture our products, or our products may be available only at a higher cost or after a delay. The Company could experience supply chain-related delays for components of our products, hydrogen generation facilities, and manufacturing facilities that could impact our cost of hydrogen production or could affect our ability to generate hydrogen. Such delays or disruptions may arise from, among other things, supplier financial distress, manufacturing capacity constraints, labor availability challenges, and related production or logistics limitations affecting our suppliers or their sub-suppliers. To the extent certain of our suppliers or their manufacturing operations may be located outside the United States, we may be exposed to additional risks, including foreign exchange volatility, shipping delays, port congestion, customs issues, political or regulatory changes and increased costs associated with tariffs or duties. In addition, to the extent that our supply partners use technology or manufacturing processes that are proprietary, we may be unable to obtain comparable components from alternative sources. [added] Furthermore, we may become increasingly subject to domestic content sourcing requirements and preferences, as required by federal infrastructure funding and various tax incentives in the United States, and we may become subject in the future to domestic sourcing requirements that may become relevant to the European Union. Domestic content preferences potentially mandate our Company to source certain components and materials from United States-based suppliers and manufacturers. Conformity with these provisions potentially depends upon our ability to increasingly source components or materials from within the United States or otherwise restructure our supply chain to comply with applicable eligibility criteria. An inability to meet these requirements could have a material adverse effect on the Company's ability to successfully leverage tax incentives or compete for certain federal infrastructure funding sources imposing such mandates. Compliance with evolving domestic content rules may also increase our costs, limit available suppliers or require operational or contractual changes that may not be fully recoverable through pricing.

To operate more efficiently and control our expenditures, in 2025 we implemented a broad range of cost saving measures, including operational consolidation, strategic workforce reductions and various other cost reduction initiatives. For example, in March 2025, we announced additional measures to optimize our operational footprint, resource and ongoing expenses, which included additional reductions in the workforce and additional reductions in discretionary spending, inventory and capital expenditures. There can be no assurance that the anticipated cost savings, operating [added] efficiencies or other benefits will be achieved, within the anticipated timeframes or at all, or that they will not be significantly and materially less than anticipated. Our ability to realize the anticipated cost savings is subject to many estimates and assumptions, including business, economic and competitive uncertainties and contingencies, such as our ability to maintain business relationships and successfully negotiate changes to existing agreements with respect to pricing increases, contract terms, and delivery times, among others. Many of these uncertainties and contingencies are beyond our control and if our estimates and assumptions prove to be incorrect, if we experience delays, or if other unforeseen events occur, it may impact our ability to realize the anticipated cost savings. In addition, our cost savings initiatives may subject us to litigation risks and expenses and may have other consequences, such as attrition beyond our planned reduction in workforce or a negative effect on employee morale, productivity or ability to attract highly skilled employees or key personnel critical to executing our strategy.

We anticipate that we will continue to incur losses until we can produce and sell our products and services on a large scale and cost effective basis. We cannot guarantee when we will operate profitably, if ever. In order to achieve profitability, we must successfully execute our planned path to profitability in the early adoption markets on which we are focused. The profitability of our products depends largely on material and manufacturing costs and the price of hydrogen which is subject to volatility and factors beyond our control, including global supply constraints, regulatory developments and geopolitical events. The hydrogen infrastructure that is needed to support our growth readiness and cost efficiency must be available and cost efficient, and delays or cost overruns in the development of such infrastructure could adversely affect our business and results of operations. We must continue to shorten the cycles in our product roadmap with respect to improvement in product reliability and performance that our customers expect. We must execute on successful introduction of our products into the market and achieve sufficient customer adoption and scale to offset our fixed and [added] variable costs. We must accurately evaluate our markets for, and react to, competitive threats in both other technologies (such as advanced batteries) and our technology field. Finally, we must continue to lower our products' build costs and lifetime service costs, which may be challenging with labor, component and logistics cost pressures. If we are unable to successfully take these steps, we may never operate profitably, and, even if we do achieve profitability, we may be unable to sustain or increase our profitability in the future.

Our estimated future revenue represents, as of a point in time, expected future revenue from work not yet completed under executed contracts. Estimated future revenue is inherently subject to uncertainty and may not result in revenue, cash flows or profitability and provides limited visibility into future results. As of December 31, 2025, our estimated future revenue was approximately $724.1 million. While we anticipate a portion of our estimated future revenue will be recognized as revenue over one to ten years, our estimated future revenue is subject to order cancellations and delays. We or our customers may attempt to cancel or modify orders in estimated future revenue, and we may not be able to convert all of our estimated future revenue into revenue and cash flows. In addition, some commercial arrangements that we announce publicly may be in the form of letters of intent, collaborations or other preliminary arrangements that are subject to definitive documentation, financing, permitting, technical requirements, and other conditions, and may not result in executed contracts or revenue. In addition, if production of products is delayed resulting from parts availability and other constraints stemming from supply chain disruptions, revenue recognition can occur over longer periods of time, and products may remain in estimated future revenue for extended periods of time. If we receive relatively large orders in any given quarter, fluctuations in quarterly levels of estimated future revenue can result because the estimated future revenue may reach levels which may not be sustained in subsequent quarters. Our estimated future revenue should not be relied on as a measure of actual future revenue or profitability. [added] Further, even if we convert estimated future revenue into revenue, we may not achieve profitability. Achieving profitability depends on a number of factors, many of which are outside of our control, including our ability to scale operations, manage costs, execute effectively, successfully commercialize our offerings and maintain capital discipline. Failure to achieve any of these objectives could prevent us from achieving profitability.

[added] We have significant investments in property, plant and equipment, including hydrogen production and liquefaction facilities, logistics assets, and manufacturing capabilities, as well as investments in joint ventures and other entities. We periodically evaluate whether events or changes in circumstances indicate that the carrying value of these assets may not be recoverable, including as a result of changes in strategy, delays or changes in project scope, underutilization, adverse market conditions, changes in expected demand, increased costs, or changes in discount rates and other assumptions. If we determine that the carrying value of any such asset or investment is impaired, we may be required to record material non-cash impairment charges. Any such charges could materially adversely affect our operating results, equity, and our ability to comply with financial or other covenants and could negatively affect investor perception. For the years ended December 31, 2025, 2024 and 2023, the Company recorded impairment charges of $785.4 million, $949.3 million and $269.5 million, respectively.

Other than our current products, which we believe to be commercially viable at this time, we do not know when or whether we will successfully complete research and development of other commercially viable products that could be critical to our future. If we are unable to develop additional commercially viable products we may not be able to become profitable. The profitable commercialization of our products depends on our ability to reduce the costs of our components and subsystems, and we cannot assure you that we will be able to sufficiently reduce these costs. In addition, the profitable commercialization of our products requires achievement and verification of their overall reliability, efficiency and safety targets, and we cannot assure you that we will be able to develop, acquire or license the technology necessary to achieve these targets. We must complete additional research and development to fill our product portfolios and deliver enhanced functionality and reliability in order to manufacture additional commercially viable products in commercial quantities. Our products are complex and may contain undetected or latent defects that become apparent only after deployment in the field. Changes in design, manufacturing processes, supply chain inputs, or scaling production volumes can increase the risk of defects or performance issues and may require re-engineering, retrofits, recalls, or other corrective actions. Any such defects or failures could result in significant costs, divert engineering and management resources, delay deployments, harm customer satisfaction, and adversely affect market acceptance and our reputation. [added] In addition, while we continue to conduct tests to predict the overall life of our products, we may not have run our products over their projected useful life prior to large scale commercialization. As a result, we cannot be sure that our products will last as long as predicted, resulting in possible warranty claims and commercial failures. If our durability, life or performance assumptions prove inaccurate, we could experience higher-than-expected field remediation costs, adverse customer outcomes, or reduced repeat business, any of which could materially adversely affect our business, financial condition and results of operations.

[added] The rapid evolution of artificial intelligence has the potential to disrupt existing business models and markets and could result in a material adverse effect on our business. If we do not successfully integrate artificial intelligence in a timely and cost-effective manner, we may not fully realize anticipated efficiencies, cost savings, or service improvements. If artificial intelligence systems or tools do not operate as expected, it could result in adverse operational, safety, reputational, financial, legal, privacy, data security, or other outcomes.

Our fuel cell systems use hydrogen gas in catalytic reactions. While our products do not use this fuel in a combustion process, hydrogen gas is a flammable fuel that could leak and combust if ignited by another source. Further, any such accidents involving our products or other products using similar flammable fuels could materially suppress demand for, or heighten regulatory scrutiny of, our products. Our expansion into electrolyzer manufacturing, hydrogen [added] production, and the transport of hydrogen fuel similarly involve hydrogen in either gaseous or liquified form. The storage, handling and transport of hydrogen, including liquefied hydrogen, can present additional risks, including leaks, fires, explosions, and hazards associated with cryogenic materials, and may be subject to evolving codes, standards, and permitting and compliance requirements. Additionally, the production of hydrogen through electrolysis also results in the generation of oxygen. Oxygen-enriched environments can increase the flammability of materials and ignition risk, and failures in separation or control systems could increase safety incidents or regulatory scrutiny. As a result, oxygen must be separated and controlled during the hydrogen production process. Such activities are subject to potential risks and liabilities associated with flammable gases.

[added] Implementation of our business strategy may be impacted by factors outside of our control, including competition, commodity price fluctuations, industry, legal and regulatory changes or developments and general economic and political conditions. In addition, capital market conditions, the availability and cost of financing, and our liquidity position may constrain the timing, scope or prioritization of investments and may require us to defer, modify or discontinue certain initiatives or projects. Any failure to successfully implement our business strategy could adversely affect our financial condition and results of operations. We may, in addition, decide to alter or discontinue certain aspects of our business strategy at any time.

[added] We cannot predict what additional changes to trade policy may be made by the presidential administration or Congress, regulatory agencies or foreign governments, including whether existing tariff policies will be maintained, modified, suspended, reinstated or invalidated through judicial action, what products or countries may be subject to such policies, whether exemptions (including for certain shipments or categories of goods) will be available, or the effects that any such changes would have on our business. Recent U.S. Supreme Court decisions affecting the scope of administrative agency authority and standards of judicial deference may result in increased legal challenges to trade regulations, tariff actions, export controls or other agency rulemaking, which could create additional uncertainty, delay implementation of trade measures or result in modification or invalidation of existing rules. Such developments could lead to abrupt shifts in applicable trade requirements and increase compliance complexity and costs.

We cannot predict what additional changes to trade policy may be made by the presidential administration or Congress, regulatory agencies or foreign governments, including whether existing tariff policies will be maintained, modified, suspended, reinstated or invalidated through judicial action, what products or countries may be subject to such policies, whether exemptions (including for certain shipments or categories of goods) will be available, or the effects that any such changes would have on our business. Recent U.S. Supreme Court decisions affecting the scope of administrative agency authority and standards of judicial deference may result in increased legal challenges to trade regulations, tariff actions, export controls or other agency rulemaking, which could create additional uncertainty, delay implementation of [added] trade measures or result in modification or invalidation of existing rules. Such developments could lead to abrupt shifts in applicable trade requirements and increase compliance complexity and costs.

[added] In addition, changes in U.S. trade policy have resulted, and could again result, in reactions from U.S. trading partners, including adopting responsive trade policies. For example, foreign governments have announced retaliatory tariffs and other countermeasures in response to U.S. tariff actions. Some retaliatory measures have later been paused, modified or extended pursuant to bilateral negotiations or administrative actions through late 2026, but remain subject to re-escalation. These changes in U.S. trade policy or in laws and policies governing foreign trade, and any resulting negative sentiments towards the United States as a result of such changes, could have an adverse impact on our business, financial position, results of operations, and liquidity. Any such actions may also increase lead times, require changes to sourcing strategies, increase compliance and administrative costs, and expose us to supply constraints or price volatility for key components, which could materially adversely affect our business, financial condition, results of operations and liquidity.

[added] In addition, climate change-related and other ESG disclosure requirements are evolving in the United States and internationally and may require us to incur significant costs to collect, verify, audit and publicly report additional information, including greenhouse gas ("GHG") emissions and climate-related financial risks.

[added] These requirements may apply directly to us or indirectly through our customers, suppliers, financing sources and other stakeholders. They may also evolve through rulemakings, guidance, litigation, or changes in political or regulatory priorities, which could create uncertainty regarding scope, timing and compliance obligations. For example, the SEC adopted climate-related disclosure rules in March 2024, which have been subject to ongoing litigation and were voluntarily stayed, and in March 2025 the SEC voted to end its defense of those rules. The ultimate scope and status of any federal climate disclosure requirements therefore remains uncertain. In addition, certain states have adopted climate disclosure regimes that may apply to companies doing business in those states, including California's climate disclosure laws (SB 253 and SB 261), for which implementing regulations have been proposed and enforcement and scope have been subject to legal challenges, including a court-ordered pause of SB 261 while SB 253 remains in effect. Outside the United States, sustainability reporting regimes such as the EU Corporate Sustainability Reporting Directive may apply to certain companies with EU operations or subsidiaries, and EU requirements have been subject to significant ongoing policy debate and potential scope changes. If applicable to us, these regimes could require enhanced disclosures, third-party assurance, new governance and controls, and expanded supply-chain and lifecycle data collection. Failure to comply could result in penalties, enforcement actions, private litigation, reputational harm, or reduced access to capital or commercial opportunities.

Our facilities in the U.S. are subject to regulation by OSHA, which regulates the protection of the health and safety of workers. In addition, the OSHA hazard communication standard requires that we maintain information about hazardous materials used or produced in our operations and that we provide this information to employees, state and local governmental authorities and local residents. We are also subject to occupational safety regulations in other countries. Our failure to comply with government occupational safety regulations, including OSHA requirements, or general industry standards relating to employee health and safety, keep adequate records or monitor occupational exposure to regulated substances could expose us to liability, enforcement, and fines and penalties, and could have a material adverse effect on our business, operating results, cash flows, or financial condition. In particular, because our operations and products involve hydrogen and other hazardous materials, we are subject to additional safety and hazardous materials requirements (including standards applicable to hydrogen systems and storage) and industry codes and standards that may be adopted by regulators or incorporated into permits. Violation of these laws or regulations or the occurrence of an explosion or other accident in connection with our fuel cell systems at our properties or at third party locations could lead to injuries, property damage, litigation, substantial liabilities and sanctions, including fines and penalties, cleanup costs, manufacturing delays or the requirement to undertake corrective action. Such incidents could also result in facility shutdowns, increased inspections, permit modifications, or additional compliance requirements for us or our customers. [added] Further, environmental laws and human health and safety regulations, and the administration, interpretation, and enforcement thereof, are subject to change and may become more stringent in the future, each of which could materially adversely affect our business, financial condition, and results of operations. Each of these considerations is further magnified by our expansion into new regulatory jurisdictions with which we may be unfamiliar. Compliance in new jurisdictions may require additional permitting, engineering controls, employee training, monitoring, and reporting, and could increase the cost and time required to construct or operate facilities or deploy products.

Our products are subject to certain federal, state, local, and non U.S. laws and regulations, including, for example, state and local ordinances relating to building codes, fire codes, public safety, electrical and gas pipeline connections, hydrogen transportation and siting and related matters. See Item 1, "Business - Government Regulations," for additional information. The regulatory framework applicable to hydrogen and hydrogen-related infrastructure in the United States is complex and involves multiple agencies and levels of government, and requirements may differ significantly by jurisdiction. In certain jurisdictions, these regulatory requirements may be more stringent than those in the United States. Further, as products are introduced into the market commercially, governments may impose new regulations. We do not know the extent to which any such regulations may impact our ability to manufacture, distribute, install and service our products. Any regulation of our products, whether at the federal, state, local or foreign level, including any regulations relating to the production, operation, installation, and servicing of our products may increase our costs and the price of our products, and noncompliance with applicable laws and regulations could subject us to investigations, sanctions, enforcement actions, fines, damages, civil and criminal penalties, or injunctions. [added] In particular, because our products and operations involve hydrogen and other hazardous materials, we may be subject to evolving codes, standards, certification requirements and permitting conditions applicable to hydrogen production, storage, handling, fueling and transportation, including requirements that may be adopted or incorporated by reference into building and fire codes and operating permits. Compliance may require additional engineering controls, testing, documentation, employee training, inspections, reporting, and ongoing operational monitoring, and could increase the time and cost required to deploy products or commission facilities. Furthermore, certain business activities may require the Company to navigate a myriad of state or local-level laws and regulations. For example, the development, construction and operation of hydrogen production and liquefaction facilities, and associated logistics, may require multiple permits and approvals and compliance with jurisdiction-specific conditions and safety requirements. If any governmental sanctions are imposed, our business, operating results, and financial condition could be materially adversely affected. In addition, responding to any action will likely result in a significant diversion of management's attention and resources and an increase in professional fees. Enforcement actions and sanctions could harm our business, operating results and financial condition.

[added] In addition, changes in U.S. tax law, including the corporate alternative minimum tax enacted under the IRA, and related Treasury and IRS guidance, could increase our tax compliance burdens and, depending on our financial statement income and other factors, could adversely affect our effective tax rate, cash taxes and results of operations. Tax laws and interpretations in non-U.S. jurisdictions are also evolving, including implementation in many countries of the OECD/G20 "Pillar Two" global minimum tax rules. These rules may apply to multinational groups that meet certain revenue thresholds and could result in additional "top-up" taxes in jurisdictions where our effective tax rate is below the required minimum, increased compliance and reporting obligations, and greater uncertainty regarding our global tax position. In addition, recent U.S. policy statements regarding the OECD tax agreement and potential responses to foreign "top-up" taxes or other extraterritorial tax regimes may further increase uncertainty and could contribute to retaliatory tax measures or trade actions that affect our operations.

[added] Changes in U.S. federal income or other tax laws or the interpretation of tax laws may impact our tax liabilities. For example, changes enacted under the Tax Cuts and Jobs Act of 2017 and subsequent amendments (including the Coronavirus Aid, Relief and Economic Security Act (the "CARES Act") significantly modified the rules governing NOL carrybacks, carryforwards and limitations on utilization. As of December 31, 2025, we had federal NOL carryforwards of $3.8 billion, which begin to expire in various amounts and at various dates in 2033 through 2037 (other than federal NOL carryforwards generated after December 31, 2017, which are not subject to expiration). As of December 31, 2025, we also had federal research and development tax credit carryforwards of $25.9 million, which begin to expire in 2033. Utilization of our NOLs and research and development tax credit carryforwards may be subject to a substantial annual limitation if the ownership change limitations under Sections 382 and 383 of the Internal Revenue Code of 1986, as amended (the "Code"), and similar state provisions are triggered by changes in our ownership. In general, an ownership change occurs if there is a cumulative change in the ownership of the Company by "5-percent shareholders" that exceed 50 percentage points over a rolling three-year period. Based on studies of the changes in ownership of the Company, it has been determined that a Section 382 ownership change occurred in 2013 that limited the amount of pre-change NOLs that can be used in future years. NOLs incurred after the most recent ownership change are not subject to Section 382 of the Code and are available for use in future years. However, even if Sections 382 and 383 do not apply, NOL utilization may be limited under current law. If we undergo any ownership changes, our ability to utilize our NOL carryforwards or research and development tax credit carryforwards could be further limited by Sections 382 and 383 of the Code. In addition, future changes in our stock ownership, many of which are outside of our control, could result in an ownership change under Sections 382 and 383 of the Code.

We will need to maintain and may need to enter into additional strategic relationships in order to complete our current development and commercialization plans regarding our fuel cell products, electrolyzers, hydrogen production, and potential new business markets. Our ability to expand into new markets and execute large-scale deployments may depend on strategic collaborators, joint ventures and other third parties, including for regional distribution, local permitting and execution capabilities, and customer and project development. We may also require partners to assist in the sale, servicing, and supply of components for our current and anticipated products and projects, which are in development. If we are unable to identify, negotiate, enter into, and maintain satisfactory agreements with partners, including those relating to the supply, distribution, service and support of our current and anticipated products and projects, we may not be able to complete our product development and commercialization plans on schedule or at all. We may also need to scale back these plans in the absence of needed partners, which could adversely affect our future prospects for development and commercialization of future products and projects. In addition, certain strategic collaborations may involve shared governance, minority ownership positions, or reliance on a partner's operational, financial and compliance capabilities, and disagreements, disputes or performance issues could delay or prevent execution of plans in the applicable region or market. While we have entered into relationships with suppliers of some key components for our products, we do not know when or whether we will secure supply relationships for all required components and subsystems for our products, or whether such relationships will be on terms that will allow us to achieve our objectives. Some components and subsystems may be available from a limited number of suppliers or may require qualification, certification or long lead times, and suppliers may experience capacity constraints, quality issues, financial distress or other disruptions that could impair our supply or increase costs. Our business prospects, results of operations, and financial condition could be harmed if we fail to secure and maintain relationships with entities that can develop or supply the required components for our products and provide the required distribution and servicing support. Our reliance on third parties may also increase as we pursue capital discipline, adjust project timing, or shift execution models (including using more customer- or partner-led financing, procurement or project delivery structures), which could reduce our control over schedules, performance and customer experience. Additionally, the agreements governing our current relationships allow for termination by our partners under certain circumstances, some of which are beyond our control. If any agreements with our partners were to terminate, there could be a material adverse impact on the continued development and profitable commercialization of our products and the operation of our business, financial condition, results of operations, and prospects. [added] In addition, our partners or customers may delay, scale back, renegotiate or terminate projects due to changes in financing availability, policy incentives, permitting outcomes, local market conditions or their own strategic priorities, which could adversely affect our expected revenues, margins, and growth plans.

[added] We continually evaluate strategic alternatives, and from time to time, we may consider opportunities to enter into strategic initiatives, including mergers or other business combinations, acquisitions, divestitures, joint ventures, minority investments, assets purchasers or sales, strategic partnerships or other initiatives, which may enhance our capabilities, expand our manufacturing network, complement our current offerings, or expand the breadth of our markets.

[added] In addition, a potential merger or other business combination could require significant management time and resources, may be subject to stockholder approval and regulatory review, may involve substantial transaction costs, and could result in dilution to stockholders, increased leverage, restrictive covenants or other ongoing obligations.

[added] From time to time, we may explore strategic alternatives or transactions intended to enhance liquidity or reallocate capital, including monetizations of contractual rights or other assets. Any announced or contemplated transaction may be subject to non-binding indications of interest, negotiation of definitive documentation, due diligence, regulatory or third-party approvals, financing conditions and other closing conditions, and may be delayed, restructured or not completed. Even if completed, such transactions could involve ongoing obligations, restrictions, counterparty performance risk, or opportunity costs that may not achieve the expected benefits.

[added] Inducement of common warrant exercise. Inducement of common warrant exercise consists of losses that arose from the inducement of the exercise of the Company's Common Warrants during the fourth quarter of 2025. For the year ended December 31, 2025, the Company recorded a charge related to inducement of common warrant exercise of $196.5 million as compared to a charge related to inducement of common warrant exercise of $0 for the year ended December 31, 2024 as the inducement of the Company's Common Warrants took place during the fourth quarter of 2025.

[added] During 2025, the Company finalized the renegotiation of a supplier arrangement that previously contained minimum purchase requirements which resulted in the Company recording a charge of $40.3 million in selling, general and administrative expenses in the consolidated statements of operations. As of December 31, 2025, the Company made payments of $13.1 million and had a remaining liability of $27.2 million which was recorded in contingent consideration, loss accrual for service contracts, and other current liabilities.

[added] In late 2025, we initiated an infrastructure optimization initiative which contemplates monetizing certain power-related infrastructure and contractual rights that are not central to our hydrogen and fuel cell strategy. As part of this initiative, in February 2026, we entered into a definitive agreement with Stream US Data Centers, LLC for the sale of land and associated substation infrastructure in the Town of Alabama, Genesee County for gross proceeds expected to be at least $132.5 million, with potential proceeds of up to $142.0 million depending on timing of closing and the removal status of certain hydrogen storage spheres located on the property. The transaction is expected to close on or before June 30, 2026, subject to closing conditions.

No corresponding language in the FY2025 10-K.

No corresponding language in the FY2025 10-K.

No corresponding language in the FY2025 10-K.

No corresponding language in the FY2025 10-K.

No corresponding language in the FY2025 10-K.

On January 16, 2025, the [added] DOE and Plug executed a multi-draw term loan facility to be provided by the Federal Financing Bank to a subsidiary of the Company (the "DOE [added] Loan") to finance the development, construction, and ownership of up to six green hydrogen production facilities. [added] For more information on the DOE loan [added] program, see "Management's Discussion and Analysis of Financial Condition and Results of Operations - Government Assistance." In November 2025, we elected to suspend activities related to the DOE Loan to help us evaluate our optimal reallocation of capital, including facilities previously contemplated in New York and Texas. While as of the date of the filing of this Annual Report on Form 10-K, the activities related to the DOE loan program continue to be suspended, we have been in active discussions with the DOE to reframe the nature of activities that would be executed under the DOE loan in light of the current administration's priorities regarding the review and prioritization of federal energy financing programs and the advancement of American energy dominance through revised Department of Energy policy directives. The outcome of these discussions is uncertain, and there can be no assurance that the DOE will consent to modified development plans, or that the loan guarantee will remain available under the same terms if we resume activities pursuant to such modified plans. In addition, continued suspension of the DOE loan program could be viewed unfavorably by other counterparties, lenders, or strategic partners and could adversely affect our reputation or perceived creditworthiness.

Our ability to generate cash to repay our indebtedness is subject to the performance of our business, as well as general economic, financial, competitive, and other factors that are beyond our control. If our business does not generate sufficient cash flow from operating activities or if future borrowings are not available to us in amounts sufficient to enable us to fund our liquidity needs, our operating [added] results and financial condition may be adversely affected.[added] In particular, if we are unable to access the capital markets on acceptable terms, reduce cash burn, improve margins and cash flows, or otherwise raise or generate sufficient liquidity, we may be unable to fund operations, make required capital investments, or satisfy our debt obligations when due.

The Company believes that its working capital, cash position and restricted cash to be released over the next 12 months, together with [added] 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 consolidated financial statements. Key assumptions are based on factors such as forecasted sales and costs, amortization requirements of the Company's finance obligations, the Company's right to direct [added] B. Riley and Yorkville to purchase shares from the Company under the [added] "at-the-market" equity offering program, and the Company's right to direct Yorkville to purchase shares from the Company under the SEPA.

On [added] January 16, 2025, Plug Power Energy Loan Borrower LLC, a wholly owned indirect subsidiary of the [added] Company, finalized a loan guarantee of up to $1.66 billion [added] with the U.S. Department of Energy (the "DOE") through the DOE's Loan [added] Program Office to finance the development, construction, and ownership of up to six green hydrogen production facilities. On [added] November 7, 2025, the Company [added] announced that it suspended activities related to the DOE loan program. As a result, the Company recorded a charge to its capitalized closing fees related to DOE loan guarantee [added] of $13.2 million during the year ended December 31, 2025 to selling, general and administrative expenses in the consolidated statements of operations. See "Risk Factors - Financial and Liquidity Risks - While our activities related to the DOE loan program continue to be suspended, we have engaged in active discussions with the DOE to reframe the nature of activities that would be executed under the DOE loan; however, the outcome of these discussions is uncertain and failure to achieve a mutually beneficial result could adversely affect our ability to access to low-cost capital, delay project execution, and expose us to potential termination of the DOE loan guarantee."

The [added] offering price of the notes was 95% of the principal amount of [added] notes. The net proceeds from the 6.75% Convertible Senior Notes was $400.0 million after deducting the initial purchasers' discounts and commissions and offering expenses payable by the Company. The Company used net proceeds from the 6.75% Convertible Senior Notes to fully repay the outstanding principal amount of its 15.00% Secured Debenture and to repurchase $138.0 million aggregate principal amount of the Company's 7.00% Convertible Senior Notes. See Note 14, "Long Term Debt," for further information. There were no conversion of the [added] 6.75% Convertible Senior Notes [added] during the year ended December 31, 2025.