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] 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.

[added] As of December 31, [added] 2025, our total outstanding indebtedness was approximately [added] $703.5 million, which consisted of [added] $431.0 million of the [added] $431.3 million in aggregate principal amount of [added] 6.75% Convertible Senior Notes due December 1, 2033 (the "6.75% Convertible Senior Notes"), $2.6 million of the $140.4 million in aggregate principal amount of 7.00% Convertible Senior Notes due June 1, 2026 (the "7.00% Convertible Senior Notes"), [added] $1.9 million of [added] long-term debt, and $268.0 million of finance obligations consisting primarily of debt associated with sale of future revenues and sale/leaseback financings. In November 2025, we completed a financing transaction involving the issuance of the 6.75% Convertible Senior [added] Notes, and we used proceeds to repay in full the higher-cost secured indebtedness and to repurchase a portion of our 7.00% Convertible Senior Notes, which reduced interest expense and simplified aspects of our capital structure, including by eliminating a first lien. However, we continue to have significant indebtedness and debt service obligations, and we may incur additional indebtedness in the future.

We [added] have historically conducted, and may from time to time conduct, certain operations through joint ventures [added] or similar arrangements in which we share control [added] or economic interests with third parties. Investments in joint ventures may involve risks not present when a third party is not involved, including the possibility that our joint venture participants might experience business or financial stress that impact their ability to effectively operate the joint venture, or might become bankrupt or may be unable to meet their economic or other obligations, in which case the joint venture may be unable to access needed growth capital without additional funding from us. For example, [added] in February 2025, HyVia entered into judicial liquidation proceedings. As a result, we no longer conduct operations through that joint venture, and we may not realize the anticipated benefits of that investment. In addition, our joint venture participants may have economic, tax, business or legal interests or goals that are inconsistent with ours, or those of the joint venture, and may be in a position to take actions contrary to our policies or objectives. Furthermore, joint venture participants may take actions that are not within our control, which may expose our investments in joint ventures to the risk of lower values or returns.[added] Disputes between us and co-venturers may result in litigation or arbitration that could increase our expenses and prevent our officers and/or directors from focusing their time and efforts on our day-to-day business. In addition, we may, in certain circumstances, be liable for the actions of our co-venturers. Each of these matters could have a material adverse effect on us.

To improve our financial condition and liquidity, we [added] may have to raise additional [added] 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, [added] 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 [added] 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 [added] 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. [added] There can be no assurance that these cost saving measures [added] will be sufficient or will not adversely affect our ability to execute our business strategy or grow our operations. 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] We may seek to monetize federal, state or other incentives, including by transferring eligible tax credits to third parties where permitted. The timing, amount and certainty of any proceeds depend on numerous factors, including continued availability of credit transfer markets, pricing and demand for transferred credits, counterparty willingness and performance, and our ability (and our customers' ability, where relevant) to satisfy evolving statutory, regulatory and administrative requirements, including substantiation, documentation and prevailing wage and apprenticeship requirements, and limitations on components and products sourced from Prohibited Foreign Entities such as China. Unclear or changing incentive guidance can delay or reduce tax equity/credit monetization and may create indemnity or other exposure. In addition, tax credits and related attributes may be subject to audit or challenge by taxing authorities, including on eligibility, placed-in-service timing, qualification requirements, or other technical criteria, which could result in [added] disallowance, recapture, penalties or interest and could require us to return proceeds or indemnify counterparties. Any inability to monetize credits on acceptable terms, or at all, could reduce liquidity and increase our cost of capital.

[added] 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. 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.

Our operations require significant amounts of necessary parts and raw materials. Most components essential to our business are generally available from multiple sources; however, we believe there are some component suppliers and manufacturing vendors, particularly those suppliers and vendors that supply materials in very limited supply worldwide or supply commodities that have [added] constrained supply, geographic concentration or high degree of volatility, whose loss to us or general unavailability could have a material adverse effect upon our business and financial condition. If we are unable to source these parts or raw materials, our operations may be disrupted, or we could experience a delay or halt in certain of our manufacturing operations. We believe that our supply management and production practices are based on an appropriate balancing of the foreseeable risks and the costs of alternative practices. Nonetheless, reduced availability or interruption in supplies, whether resulting from more stringent regulatory requirements, supplier financial condition, increases in duties and tariff costs, disruptions in transportation, [added] inflationary cost pressures, an outbreak of a severe public health pandemic, severe [added] weather events, or the occurrence or threat of wars or other conflicts, could have an adverse effect on our financial condition, results of operations and cash flows. For example, [added] we have experienced, and may experience in the future, shortages in the supply of liquid hydrogen due to suppliers utilizing force majeure provisions under existing contracts. These volume constraints delayed our deployments and service margin improvements and negatively impacted the amount of hydrogen we have been able to provide under certain of our supply and other agreements. Although we have since taken actions to mitigate certain of these risks, there can be no assurance that similar supply disruptions will not recur. Furthermore, ongoing global economic trends have caused significant challenges for global supply chains resulting in inflationary cost pressures, component shortages, supplier capacity constraints and transportation delays, which have impacted our business.

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 [added] of operations and execution during and following the planned Chief Executive Officer transition, our business, results of operations and [added] liquidity could be adversely affected.

Information technology [added] 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, [added] loss, corruption or unavailability of data, disruption to the [added] 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. [added] We have experienced, and may [added] experience in the future, both successful and unsuccessful attempts to gain unauthorized access to our information technology [added] systems. For example, in or around March 2023, an unauthorized actor accessed our computer network and executed a ransomware 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.

[added] We are party to a variety of commercial arrangements that may involve complex terms, long durations, performance requirements, delivery schedules, acceptance criteria, pricing or index-based adjustments, and other obligations. Disputes may arise regarding contract interpretation, product performance, commissioning and acceptance, delivery timing, service levels, project scope, change orders, warranties, limitation of liability provisions, payment terms, or termination rights. Such disputes could lead to delayed payments, withheld milestone amounts, offsets, liquidated damages, termination of contracts, litigation, arbitration, reputational harm, diversion of management resources, and increased legal and professional fees. We may also be required to incur significant costs to resolve disputes or to continue performance during dispute resolution, and we may not prevail or may be required to settle on unfavorable terms. Any of these [added] outcomes could adversely affect our revenue, margins, liquidity and cash flows.

● | [added] scaling manufacturing, delivery, and installation [added] capabilities, including maintaining appropriate levels of automation, quality control and field execution as volumes change;

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. [added] 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. 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] The implementation of multiple restructuring initiatives over a relatively short period of time may have [added] cumulative disruptive effects on our operations, employee morale and customer relationships. Workforce reductions and organizational changes may increase voluntary attrition, reduce institutional knowledge, disrupt continuity in key projects and customer engagements, impair customer confidence and make recruiting and retention more difficult, any of which could adversely affect our ability to [added] execute our strategy and compete effectively.

● | managing [added] key supplier, logistics and strategic partner relationships, including third parties supporting manufacturing, installation, hydrogen logistics and project delivery;

● | [added] opportunity costs and the inability to generate sufficient [added] cash flow to offset [added] transaction costs and integration expenses.

● | [added] attracting, retaining and training personnel, while also managing the impacts of workforce optimization initiatives and organizational change;

[added] If the DOE determines that we are not meeting required conditions or project milestones, the agency could terminate its loan guarantee commitment. Any such action will limit our ability to [added] finance future hydrogen-generation or infrastructure facilities on comparable terms, increase our cost of capital, cause delays in the development of facilities and ultimately materially impact our financial position and results of operations.

● | [added] increasing revenues and improving gross margins and cash flow through operating discipline, execution improvements and cost reductions.

[added] We may take similar steps in the future as we seek to realize operating synergies, optimize our operations to achieve our business objectives, respond to market forces or better reflect changes in the strategic direction of our business. Such actions may disrupt our operations, result in significant expense (including severance, benefits, asset impairments and other restructuring-related charges), divert management attention and reduce employee productivity. Substantial expense, business disruptions or delays in realizing anticipated cost savings resulting from restructuring and reorganization activities could adversely affect our operating results, liquidity and ability to achieve our profitability objectives. In addition, [added] if there are unforeseen expenses associated with such realignments in our business strategies, or if we incur unanticipated charges or liabilities, we may not be able to [added] effectively realize the expected cost savings, liquidity improvements or other benefits of such actions within the anticipated timeframe, or at all, which may have an adverse effect on our business, operating results and financial condition.

Some of the orders we accept from customers require certain conditions or contingencies to be satisfied, or may be cancelled, prior to shipment or prior to commissioning or installation, some of which are outside of our control. Orders for the Company's products and services approximated $724.1 million as of the year ended December 31, 2025. The time periods from receipt of an order to shipment date and installation vary widely and are determined by a number of factors, including the terms of the customer contract and the customer's deployment plan. In addition, converting shipments into revenue may depend on commissioning, customer acceptance, and satisfaction of contractual milestones, which may occur after shipment and may be delayed by site readiness or integration requirements. For example, we have experienced delays in product launches, and there may also be product redesign or modification requirements that must be satisfied prior to shipment of units under certain of our agreements. If the designs are not finalized on schedule or the redesigns or modifications are not completed, some or all of our orders may not ship or convert to revenue. Even where products ship, commissioning and installation may take longer than expected, and performance issues identified during commissioning could require remediation, additional engineering, or rework, which could further delay revenue recognition and cash collections. In certain cases, we disclose anticipated, pending orders with prospective customers for our various products, including PEM fuel cell, electrolyzer, stationary product and hydrogen sales; however, those prospective customers may require certain conditions or contingencies to be satisfied prior to entering into a purchase order with us, some of which are outside of our control. Such conditions or contingencies that may be required to be satisfied before we receive a purchase order may include, but are not limited to, successful product demonstrations or field trials. Large projects and deployments can also be subject to lengthy sales cycles, competitive bidding/procurement processes, and internal customer approvals, any of which can delay or prevent awards from becoming binding contracts or converting to revenue. Converting orders into revenue is also dependent upon our customers' ability to obtain financing. Some conditions or contingencies that are out of our control may include, but are not limited to, government tax policy, government funding programs, and government incentive programs. Additionally, some conditions and contingencies may extend for several years. [added] If market conditions, interest rates, customer priorities, or applicable incentive regimes change during these periods, customers may defer, scale back, or terminate deployments, or seek to renegotiate commercial terms, which could reduce expected revenue and cash flow. We may have to compensate customers, by either reimbursement, forfeiting portions of associated revenue, or other methods depending on the terms of the customer contract, based on the failure [added] to satisfy any of these conditions or contingencies, which could have an adverse impact on our revenue and cash flow.[added] Remedies in customer contracts (including delay-related claims, liquidated damages, or other credits) can further pressure margins and cash flow even where projects ultimately proceed.

● | [added] continuing to develop, standardize and upgrade our technologies and product platforms while managing reliability, performance and manufacturability requirements;

[added] Over the past couple of years, we have implemented internal restructurings designed to reduce the size and cost of our operations, improve operational efficiencies, enhance our ability to pursue market opportunities and accelerate our development initiatives. In February 2024, we announced cost-reduction initiatives that included strategic workforce adjustments as well as other expense-reduction initiatives and in March 2025, we announced additional initiatives intended to reduce annual operating expenses, including strategic workforce reductions, realignment of our manufacturing footprint and streamlining of our organizational structure to enhance operational efficiency and improve liquidity.

The risk of a security compromise, breach, or disruption, particularly through cyber-attacks, or cyber intrusion, including by computer hackers, insider threats, and cyber terrorists, has generally increased as cyber-attacks have become more prevalent and harder to detect and fight against and threat actors continue to become more sophisticated in their malicious techniques. Additionally, outside or unauthorized parties may attempt to access our confidential information through other means, for example by fraudulently inducing our employees to disclose confidential information through phishing emails or deceptive advertising campaigns. We actively seek to prevent, detect, and investigate any unauthorized access. These threats are also continually evolving, and as a result, will become increasingly difficult to detect. Changes in workforce practices, including remote or hybrid work arrangements, and the use of personal or mobile devices, may increase cybersecurity risks. Despite the implementation of network security measures, our information technology system has been and could be penetrated by outside or unauthorized parties. To date, these risks, threats or attacks have not had a material impact on our operations, business strategy or financial results, but we cannot provide assurance that they will not have a material impact in the future. In addition, evolving cybersecurity, privacy and data-protection laws and regulations may impose additional obligations, increase compliance costs, or expose us to regulatory enforcement or litigation following a cybersecurity incident. Going forward, we may expend additional resources, expenses, and legal and professional fees to further enhance the security of our information technology systems and continually assess our current security measures. In addition, we may be subject to governmental investigations, enforcement actions, regulatory fines or litigation, or we may suffer from reputational damage or public statements against us as a result of unauthorized access to our information technology systems.

● | [added] loss of key employees, management, technical talent or customers, or difficulties retaining personnel;

[added] Our ability to deliver products and execute facilities is subject to [added] numerous risks, including [added] fluctuations in customer demand, the availability and cost of components and labor, and the performance of third-party suppliers, contractors and other partners. In addition, maintaining adequate liquidity [added] depends on a variety of factors, including revenues from operations, [added] gross margin and cash flow improvements, working capital improvements, [added] capital expenditure discipline, and compliance with [added] the terms of our indebtedness and other financing arrangements. We may not be able to achieve our growth strategy and increase production capacity as planned during the foreseeable future. [added] Also, efforts to optimize our operating footprint and reduce costs (including workforce reductions, consolidations and other restructuring initiatives) may disrupt operations, divert management attention, reduce employee morale, and adversely affect our ability to retain or hire key personnel, any of which could impair our ability to execute our strategy. If we are unable to manage our growth effectively, we may not be able to take advantage of market opportunities, develop new products, satisfy customer requirements, execute our business plan, or respond to competitive pressures.

● | difficulty supporting and transitioning [added] customers and suppliers or maintaining strategic relationships and commercial arrangements;

● | the assumption of [added] known or unknown liabilities (including environmental, product, tax, regulatory, litigation or cybersecurity liabilities) and limitations on contractual protections or indemnities;

● | limitations on rights to [added] indemnity, insurance recoveries or other remedies;

[added] Any strategic transaction, including a potential merger or other business combination, involve numerous risks, any of which could harm our business, including, among other things:

Our business is dependent on the availability of raw materials and components for our products, particularly electrical components common in the semiconductor [added] industry and other critical components used in hydrogen production, liquefaction, storage and fuel cell systems. Our business is subject to risks generally associated with doing business abroad, such as U.S. and foreign governmental regulation in the countries in which we operate and the countries in which our manufacturers, component suppliers, and other business partners are located. For example, geopolitical conflicts, any potential worsening or expansion of these conflicts and wars, and [added] any related sanctions or tariffs, could impact supply chains, trade and movement of resources and the price of commodities and affect our ability to obtain raw materials. [added] In addition, disruptions to global shipping routes and logistics networks, heightened port and border enforcement, and cybersecurity incidents arising from geopolitical tensions could further disrupt the flow of goods and increase costs.

● | negative [added] perceptions by customers, [added] suppliers, regulators, financial markets or [added] investors, including adverse effects on our stock price;

● | diversion of management's and employees' attention from [added] executing our operating plan, including initiatives focused on capital discipline, liquidity and operational performance;

The market price of our common stock has historically experienced and may continue to experience significant volatility. For example, during the most recent 52-week period, the trading price of our common stock fluctuated from a high of $4.58 per share to a low of $0.69 per share. Our progress in developing and commercializing our products, our quarterly operating results, announcements of new products by us or our competitors, our perceived prospects, changes in securities analysts' recommendations or earnings estimates, changes in general conditions in the economy or the financial markets, adverse events related to our strategic relationships, significant sales of our common stock by existing stockholders, including one or more of our strategic partners, events relating to our determination to restate certain of our previously issued consolidated financial statements, and other developments affecting us or our competitors could cause the market price of our common stock to fluctuate substantially. In addition, periodically, the stock market has experienced [added] significant price and volume fluctuations. This volatility has affected the market prices of securities issued by many companies for reasons unrelated to their operating performance and may adversely affect the price of our common stock. Such market price volatility could adversely affect our ability to raise additional capital. Furthermore, technical factors in the public trading market for our common stock may produce price movements that may or may not comport with macro, industry or company-specific fundamentals, including, without limitation, the sentiment of retail investors (including as may be expressed on financial trading and other social media sites), the amount and status of short interest in our securities, access to margin debt, trading in options and other derivatives on our common stock and any related hedging or other technical trading factors.

The Company's ability to ultimately benefit from tax credits and incentives is not guaranteed and is dependent upon its ability to comply with the federal government's implementation, guidance, rulemakings, and/or regulations [added] applicable to such incentives and programs.

● | inability to achieve anticipated [added] efficiencies, cost savings or operational improvements, or to improve margins or cash generation;

The accounting treatment of our outstanding convertible debt securities, including our 6.75% Convertible Senior Notes and 7.00% Convertible Senior Notes, could have a material effect on our reported financial results. Prior to our adoption of Accounting Standards Codification ("ASC") No. 2020-06, Debt-Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging-Contracts in Entity's Own Equity (Subtopic 815-40), certain convertible debt instruments were required to be separated into liability and equity components, which resulted in non-cash interest expense from the amortization of a debt discount. On January 1, 2021, we early adopted ASU 2020-06 using the modified retrospective approach. As a result, our convertible senior notes are now accounted for as a single liability measured at [added] amortized cost, and the prior separation of equity components and associated debt discount amortization is no longer applicable. This accounting change eliminated the recognition of non-cash interest expense related to debt discount amortization associated with the equity component [added] of convertible notes. Although this accounting guidance generally results in lower reported interest expense than under prior accounting rules, it also requires that diluted net loss per share be calculated using the if-converted method for convertible instruments, which may increase the number of shares included in diluted earnings per share calculations if the effect is dilutive. Accordingly, changes in our capital structure, the terms of our outstanding or future convertible debt instruments, our stock price or applicable accounting standards could materially affect our reported interest expense, net loss and loss per share, and could adversely affect [added] investor perceptions of our financial performance or the trading price of our common stock.

Our operations require significant amounts of necessary parts and raw materials. Most components essential to our business are generally available from multiple sources; however, we believe there are some component suppliers and manufacturing vendors, particularly those suppliers and vendors that supply materials in very limited supply worldwide or supply commodities that have constrained supply, geographic concentration or high degree of volatility, whose loss to us or general unavailability could have a material adverse effect upon our business and financial condition. If we are unable to source these parts or raw materials, our operations may be disrupted, or we could experience a delay or halt in certain of our manufacturing operations. We believe that our supply management and production practices are based on an appropriate balancing of the foreseeable risks and the costs of alternative practices. Nonetheless, reduced availability or interruption in supplies, whether resulting from more stringent regulatory requirements, supplier financial condition, increases in duties and tariff costs, disruptions in transportation, inflationary cost pressures, an outbreak of a severe public health pandemic, severe weather events, or the occurrence or threat of wars or other conflicts, could have an adverse effect on our financial condition, results of operations and cash flows. For example, we have experienced, and may experience in the future, shortages in the supply of liquid hydrogen due to suppliers utilizing force majeure provisions under existing contracts. These volume constraints delayed our deployments and service margin improvements and negatively impacted the amount of hydrogen we have been able to provide under certain of our supply and other agreements. [added] Although we have since taken actions to mitigate certain of these risks, there can be no assurance that similar supply disruptions will not recur. Furthermore, ongoing global economic trends have caused significant challenges for global supply chains resulting in inflationary cost pressures, component shortages, [added] supplier capacity constraints and transportation delays, which have impacted our business.

We have attracted a highly skilled management team and specialized workforce, including scientists, engineers, researchers, manufacturing, and marketing and sales professionals. Our future success will depend, in part, on our ability to leverage, attract and retain qualified management and technical personnel. However, [added] there can be no assurance that we will be successful in [added] attracting, developing and retaining qualified [added] personnel, particularly in highly specialized hydrogen, electrolyzer, manufacturing and infrastructure roles. Competition for highly skilled personnel in our industry remains intense, particularly for technical, engineering and operational talent. Furthermore, our ability to retain key employees could be adversely impacted if we do not have a sufficient number of shares available under our equity incentive plan to issue to our employees, or if our stockholders do not approve requested share increases or a new equity [added] incentive or if equity-based compensation becomes a less effective retention tool due to market conditions or stock price performance or increased scrutiny of executive compensation practices. The loss of key employees, including senior management, technical leaders or other critical personnel, or difficulties in recruiting qualified replacements in a timely manner, could disrupt operations, delay product development, impair customer relationships and adversely affect our business.

[added] The accounting treatment of our outstanding convertible debt securities, including our 6.75% Convertible Senior Notes and 7.00% Convertible Senior Notes, could have a material effect on our reported financial results. Prior to our adoption of Accounting Standards Codification ("ASC") No. 2020-06, Debt-Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging-Contracts in Entity's Own Equity (Subtopic 815-40), certain convertible debt instruments were required to be separated into liability and equity components, which resulted in non-cash interest expense from [added] the amortization of a debt discount. On January 1, [added] 2021, we early adopted ASU 2020-06 using the modified retrospective approach. As a result, our convertible senior notes are now accounted for as a [added] single liability measured at amortized cost, and the prior separation of equity components and associated debt discount amortization is no longer applicable. This accounting change eliminated the recognition of non-cash interest expense related to debt discount amortization associated with the equity component of convertible notes. Although this accounting guidance generally results in lower reported interest expense than under prior accounting rules, it also requires that diluted net loss per share be calculated using the if-converted method for convertible instruments, which may increase the number of shares included in diluted earnings per share calculations if the effect is dilutive. Accordingly, changes in our capital structure, the terms of our outstanding or future convertible debt instruments, our stock price or applicable accounting standards could materially affect our reported interest expense, net loss and loss per share, and could adversely affect investor perceptions of our financial performance or the trading price of our common stock.

Beyond tariffs and sanctions, countries also could adopt other measures, such as taxes or controls on imports or exports of goods, which could adversely affect our operations and supply chain. [added] Governments may also impose export controls, entity-based restrictions, licensing requirements, antidumping or countervailing duties, or other non-tariff barriers that restrict the availability of components, equipment or materials (including items used in electronics, manufacturing and energy infrastructure). For example, since 2025 and into 2026, the U.S. government has announced and implemented multiple new tariff and trade measures and has deployed alternative statutory authorities to reconfigure the U.S. [added] tariff policy, including a temporary global tariff under Section 122 of the Trade Act of 1974 announced in February 2026.

We have from time-to-time experienced, and we may in the future experience, labor shortages and other labor-related issues. [added] Labor availability and costs may be adversely affected by competitive labor markets, regulatory requirements and laws relating to worker health and safety, wage and hour practices and [added] immigration. Prevailing wage and apprenticeship requirements tied to certain government programs or incentives, as well as changes in immigration [added] policies or visa availability, may further increase labor costs or limit access to qualified personnel. Increased labor costs, higher turnover, delays in hiring or the unavailability of skilled [added] workers (including apprentices) [added] could materially and adversely affect our operations, development plans and financial condition.

● | mistaken assumptions [added] regarding market demand, volumes, project timing, revenues, costs, capital requirements, working capital needs or synergies;

We may not be able to expand our business or manage future growth. [added] Our ability to execute our strategy and improve our financial performance depends on our ability to manage future growth, including through initiatives to optimize our cost structure and operating footprint. In order to grow effectively, we must operate efficiently, manage capital expenditures, and control costs while maintaining product quality and execution capability. Accordingly, we plan to continue to improve our manufacturing processes, which will require successful execution of:

Our contracts are primarily denominated in U.S. dollars, and therefore [added] a significant portion of our revenue is not [added] directly subject to [added] transaction-based foreign currency risk. However, [added] changes in foreign currency exchange rates, including both a strengthening [added] or weakening of the U.S. [added] dollar, could increase the real cost of our offerings to our customers outside of the United [added] States or reduce the U.S. dollar value of revenues or cash flows generated outside the United States, which could adversely affect our operating [added] results and competitive position in certain markets. In addition, an increasing[added] portion of our operating revenues and operating expenses are earned or incurred outside of the United States, and an increasing portion of our assets are held outside of the United States. These operating revenues, expenses, and assets are denominated in foreign currencies and are subject to fluctuations due to changes in foreign currency exchange rates. As a result, adverse movements in exchange rates could negatively affect our results of operations, cash flows, financial condition and balance sheet measurements through both transaction and translation effects. Although we may from time to time consider entering into hedging arrangements, we may not be able to effectively hedge our exposure to foreign currency risk, such hedging activities may be costly, and any hedging strategies we implement may not fully mitigate the impact of currency fluctuations.

● | ensuring timely [added] development, construction, commissioning and operation of hydrogen [added] production and related infrastructure facilities, which may be delayed due to the [added] availability of capital, permitting and regulatory requirements, interconnection and power availability, and other execution risks;

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. Any such limitation may significantly reduce our ability to utilize our NOL carryforwards and research and development tax credit carryforwards before they expire. Our NOL carryforwards and research and development tax credit carryforwards may also be impaired under state law. Accordingly, we may not be able to utilize a material portion of our NOL carryforwards or research and development tax credit carryforwards.

● | exposure to potential [added] lawsuits, claims, investigations or enforcement actions;

There is no guarantee that local, state, federal, or international jurisdictions will adopt laws, regulations and policies that are favorable to hydrogen or fuel cell technologies. As various jurisdictions [added] pursue, modify, or eliminate climate change and decarbonization policies, hydrogen and fuel cell technologies may be subject to [added] increased, decreased, or inconsistent regulatory scrutiny and oversight.[added] Regulatory requirements could also be implemented in a manner that favors competing technologies or alternative approaches, or could restrict certain deployment models or end uses, which could reduce demand for our products and services or require us to modify our business practices. In addition, delays in permitting, changes in code interpretations, evolving standards, or inconsistent enforcement across jurisdictions could delay customer deployments, delay commissioning of facilities, increase compliance costs, or limit our ability to operate or expand in certain locations.

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 [added] $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, [added] 2025, we also had federal research and development tax credit carryforwards of [added] $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. [added] 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.[added] 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. Any such limitation may significantly reduce our ability to utilize our NOL carryforwards and research and development tax credit carryforwards before they expire. Our NOL carryforwards and research and development tax credit carryforwards may also be impaired under state law. Accordingly, we may not be able to utilize a material portion of our NOL carryforwards or research and development tax credit carryforwards.

The Sarbanes-Oxley Act requires, among other things, that we maintain effective internal control over financial reporting and disclosure controls and procedures. In particular, we must perform system and process evaluation and testing of our internal control over financial reporting to allow management to report on the effectiveness of our internal control over financial reporting, as required by Section 404 of the Sarbanes-Oxley Act. [added] Maintaining effective internal control over financial reporting is an ongoing process that requires significant resources and management attention, particularly as our business evolves, our operations become more complex, and we implement changes to our organizational structure, systems, processes or controls. Our testing [added] could identify deficiencies in our internal control over financial reporting that [added] require remediation, and there can be no assurance that such controls will remain effective in the future. If we fail to maintain effective internal[added] control over financial reporting, we may not be able to accurately report our financial results in a timely manner or ensure the reliability of our financial reporting, which can harm our reputation or otherwise cause a decline in investor confidence. In addition, any material weaknesses or significant deficiencies, if they were to occur, could require additional time and resources to remediate and could adversely affect our business, financial condition or results of operations.

To operate more efficiently and control our expenditures, in [added] 2025 we implemented a broad range of cost saving measures, including operational consolidation, strategic workforce reductions and various other cost reduction initiatives. [added] 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 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.

The markets for energy products, including PEM fuel cells, electrolyzers, and hydrogen production are competitive - both from incumbent companies and new emerging business interests in the United States and abroad. Some of our competitors are larger than we are and may have the manufacturing, marketing and sales capabilities to complete research, development, and commercialization of products more quickly and effectively than we can. There are many companies engaged in all areas of traditional and alternative energy generation in the United States and abroad, including, among others, major electric, oil, chemical, natural gas, battery, generator and specialized electronics firms, as well as universities, research institutions and foreign government-sponsored companies. Certain competitors may also benefit from government support, subsidies or industrial policies in their home jurisdictions, which could provide competitive advantages. These firms are engaged in forms of power generation such as advanced battery technologies, generator sets, fast charged technologies and other types of fuel cell technologies. Well established companies might similarly seek to expand into new types of energy products, including PEM fuel cells, electrolyzers, or hydrogen production. Additionally, some competitors may rely on alternative or competing technologies for fuel cells, electrolyzers, or hydrogen production, including advanced battery systems, alternative electrolyzer technologies, non-hydrogen-based power solutions and hybrid systems, which may be perceived by customers as lower cost, more mature, simpler to deploy or better supported by existing infrastructure or policy frameworks. [added] There can be no assurance that our products will be selected over competing technologies or solutions, particularly if customers perceive alternative technologies to offer advantages in cost, availability, reliability, scalability, efficiency or regulatory treatment. The primary current value proposition for our fuel cell customers stems from productivity gains in using our solutions. [added] If these productivity benefits are not realized, are reduced or are outweighed by higher costs, operational complexity or reliability concerns, our competitive position could be adversely affected. Longer term, given evolving market dynamics and changes in alternative energy tax [added] credits and incentive programs, if we are unable to successfully develop future products that are competitive with competing technologies in terms of price, reliability and longevity, customers may not buy our products. Technological advances in alternative energy products, battery systems or other fuel cell, electrolyzer, or hydrogen technologies may make our products less attractive or render them obsolete.

● | maintaining adequate liquidity and financial [added] resources, including managing working capital, capital expenditures and access to financing; and

In addition, the failure of a supplier to develop and supply components in a timely manner or at all, or to develop or supply components that meet our quality, quantity and cost requirements, or our inability to obtain substitute sources of these components on a timely basis or on terms acceptable to us, could impair our ability to manufacture our products or could increase our cost of production. If we cannot obtain substitute materials or components on a timely basis or on acceptable terms, we could be prevented from delivering our products to our customers within required timeframes. Any such delays have resulted and could continue to result in sales and installation delays, cancellations, penalty payments or [added] liquidated damages, or loss of revenue and market share, any of which could have a material adverse effect on our business, results of operations, and financial condition.[added] Prolonged or repeated supply disruptions could also adversely affect customer confidence, backlog conversion and our ability to scale production and hydrogen deployment as planned.

Additionally, global events as well as geopolitical developments, [added] tensions between the United States and certain foreign nations, and other geopolitical instability affecting regions where we do business (including Europe, Australia, Asia and the broader EMEA region), fluctuating commodity prices, trade tariff developments, and inflation have [added] contributed, and may [added] continue to contribute, to heighted volatility in global financial markets, shifting interest rate [added] expectations, and significant fluctuations in foreign currency exchange rates, which could amplify the [added] impact of currency [added] movements on our business. Given our limited historical use of foreign currency [added] hedging, we may not be able to effectively offset the adverse financial impacts that may result from unfavorable movements in foreign currency exchange rates, which could adversely affect our operating results.

As part of our vertical integration strategy, the Company is developing and [added] operating hydrogen production facilities [added] in the United States and engages in hydrogen-related activities outside the United States [added] through project-based arrangements, equipment supply and partnership. Our ability to successfully complete, [added] commission, operate and scale these facilities and obtain [added] or maintain required green certification [added] or other regulatory attribution for some of these facilities is not guaranteed. These [added] facilities are intended to support our ability to meet and supplement the hydrogen demands for our products and services, for both existing and prospective customers. [added] While we have hydrogen production [added] facilities that are operational in the United States, the successful commissioning of a facility does not ensure that it will operate reliably, at expected capacity levels or at anticipated costs. Our hydrogen production [added] plants are dependent, in part, upon our ability to meet our internal demand for electrolyzers and liquefiers required for such facilities. Our operational facilities and future facilities may experience start-up and ramp-up challenges, equipment performance issues, outages, maintenance downtime or other operational disruptions, any of which could reduce output, increase costs or require additional capital expenditures.

Moreover, subject to market conditions and other factors, we may issue shares of common stock, or other equity or debt securities convertible into common stock, in connection with a financing, acquisition, employee arrangement or otherwise. Any such issuance, including pursuant to any at-the-market agreements, such as [added] our at-the-market offering program entered into with B. Riley Securities, [added] Inc. and Yorkville Securities, LLC (as may be amended and extended from time to time), or any line of equity, such as the standby equity purchase agreement that we entered with YA II PN, LTD, could result in substantial dilution to our existing stockholders.[added] Sales of substantial amounts of our common stock in the public market, or the perception that these sales could occur, could cause the market price of our common stock to decline. In addition, the conversion of the notes (and any other convertible or exchangeable securities we may issue) or the exercise of outstanding options and warrants and future equity issuances will result in dilution to investors. The market price of our common stock could fall as a result of resales of any of these shares of common stock due to an increased number of shares available for sale in the market. This risk may be exacerbated by periods of market volatility, reduced liquidity in our common stock, or if we access equity-linked financing or other capital-raising transactions at prices that are dilutive to existing stockholders.

Our products and services depend largely on the availability of hydrogen. Although we [added] operate liquid hydrogen at our Georgia, Tennessee and Louisiana facilities, our business could be materially and adversely affected by an inadequate availability of hydrogen or our failure to secure hydrogen supply at competitive prices. There is no assurance that our hydrogen production will scale at the rate we anticipate or that we will complete additional hydrogen production plants on schedule or at all. [added] In addition, the operation, commissioning and ramp-up of hydrogen production facilities involve significant technical, operational, safety and maintenance risks, including equipment performance, unplanned outages, utility supply constraints and regulatory compliance requirements, any of which could reduce available hydrogen volumes or increase delivered costs.

● | unforeseen difficulties operating in new [added] geographies or regulatory regimes;

[added] Although we currently maintain alternative sources for raw materials, if we are unable to source our products from the countries where we wish to purchase them, either because of the occurrence or threat of wars or other conflicts, regulatory changes or for any other reason, or if the cost of doing so increases, it could have a material adverse effect on our business, financial condition and results of operations. Disruptions in the supply of raw materials and components could temporarily impair our ability to manufacture our products for our customers or require us to pay higher prices to obtain these raw materials or components from other sources, which could have a material adverse effect on our business and our results of operations. In addition, further escalation of these geopolitical conflicts, including increased trade barriers or restrictions on global trade, could result in, among other things, cyberattacks, further increases or fluctuations in commodity and energy prices, further disruptions to the global supply chain and other adverse effects on macroeconomic conditions.

● | expending significant [added] cash, assuming liabilities or incurring [added] debt or other financing obligations, which could restrict our [added] business, increase our cost of capital or require the use of available cash to [added] service obligations;

We believe that the near-term growth of alternative energy technologies will be affected by the availability and size of government and economic incentives. Many of these government incentives expire, phase out over time, may be reduced or discontinued, [added] may be subject to budgetary constraints or appropriations and other administrative limitations, may be implemented differently by changes in administrative agencies, or require renewal by the applicable authority. For example, the IRA contained hundreds of billions [added] of dollars in credits and incentives for the development of renewable energy, clean hydrogen, clean fuels, [added] electric vehicles and supporting infrastructure and carbon capture and sequestration, among other provisions. The IRA [added] contained numerous tax incentives relevant to us,[added] including: (i) the Section 45V Clean Hydrogen Production Tax Credit, which provides a production tax credit of up to $3 per kg of qualified clean hydrogen over a 10-year credit period for the production of qualified clean hydrogen at a qualified facility in the United States; and (ii) the Section 48E Clean Electricity Investment Tax Credit, a technology-neutral investment tax credit for qualifying zero emissions electricity generation and energy storage facilities placed in service beginning in 2025. Further in July 2025, the current administration signed the One Big Beautify Bill Act ("OBBBA") into law, which substantially amended, or in some-instances terminated, federal energy tax credits.

We rely on certain key suppliers for critical components in our products, and there are numerous other components for our products that are [added] 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 [added] facilities, and manufacturing facilities that could impact our cost of hydrogen production or could affect our ability to generate hydrogen. [added] 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 [added] 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. 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.

While we do not anticipate significant near- or long-term [added] physical shortages with respect to our demand [added] for platinum, titanium, or iridium, [added] 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, [added] delay our deliveries or raise our cost of producing such products and services. In addition, inflationary pressures [added] and broader macroeconomic conditions may increase commodity price volatility. [added] 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 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.

The [added] CARES Act modified, among other things, rules governing NOLs. NOLs arising in tax years beginning after December 31, 2017 are subject to an 80% of taxable income limitation (as calculated before taking the NOLs into account) for tax years beginning after December 31, 2020. In addition, NOLs arising in tax years 2018, 2019, and 2020 are subject to a five year carryback and indefinite carryforward, while NOLs arising in tax years beginning after December 31, 2020 also are subject to indefinite carryforward but cannot be carried back. In [added] general, under current law, most taxpayers cannot carry back NOLs arising in taxable years beginning after December 31, 2020 (subject to limited exceptions), and NOLs generated after 2017 that are carried forward are generally limited to offsetting up to 80% of taxable income in a given year. If and when we determine that it is more likely than not that some or all of our deferred tax assets (including NOLs and tax credit carryforwards) will be realized, the limitations on the timing and amount of NOL utilization, the lack of carryback availability, and other changes in tax law or interpretation could affect the amount and timing of any valuation allowance [added] release and could materially affect our income tax provision and effective tax rate.

● | expenses, delays, or difficulties in integrating [added] or separating businesses, facilities, technologies, products, operations, [added] personnel, systems, internal controls and existing contracts, including the failure to realize the anticipated benefits [added] or synergies;

PEM fuel cell technology was first developed in the 1950s, and fuel processing technology has been practiced on a large scale in the petrochemical industry for decades. Accordingly, we do not believe that we can establish a significant proprietary position in the fundamental component technologies in these areas. However, our ability to compete effectively will depend, in part, on our ability to protect our proprietary [added] system level technologies, systems designs and manufacturing processes. We rely on patents, trademarks, trade secrets, and other policies and procedures related to confidentiality to protect our intellectual property. However, some of our intellectual property is not covered by any patent or patent [added] application and instead relies on trade secrets, know-how and confidentiality protections. Moreover, we do not know whether any of our pending patent applications will issue or, in the case of patents issued or to be issued, that the claims allowed are or will be sufficiently broad to protect our technology or processes. Even if all of our patent applications are issued and are sufficiently broad, our patents may be challenged or invalidated. We could incur substantial costs in prosecuting or defending patent infringement suits or otherwise protecting our intellectual property rights. [added] Intellectual property disputes, whether meritorious or not, may be costly, time-consuming and disruptive, may divert management attention, and could result in injunctions, damages, settlement payments or licensing obligations. While we have attempted to safeguard and maintain our proprietary rights, we do not know whether we have been or will be completely successful in doing so. Moreover, patent applications filed in foreign countries may be subject to laws, rules and procedures that are substantially different from those of the United States, and any resulting foreign patents may be difficult and expensive to obtain and enforce. In addition, we do not know whether the USPTO will grant federal registrations based on our pending trademark applications. Even if federal registrations are granted to us, our trademark rights may be challenged. It is also possible that our competitors or others will adopt trademarks similar to ours, thus impeding our ability to build brand identity and possibly leading to customer confusion. We could incur substantial costs in prosecuting or defending trademark infringement suits or other proceedings relating to brand protection.

We market, distribute, sell and service our product offerings internationally and expect to continue investing in our international operations. [added] Our international operations continue to expand and involve increasing operational, regulatory and compliance complexity, including developing and manufacturing our products to comply with the commercial and legal requirements of international markets. Our success in international markets will depend, in part, on our ability and that of our partners to secure and maintain relationships with foreign [added] sub distributors, customers and joint development or project partners, and our ability to manufacture products that meet foreign regulatory and commercial requirements. Additionally, our planned international operations are subject to other inherent risks, including potential difficulties in enforcing contractual obligations and intellectual property rights in foreign countries, and could be adversely affected due to, among other things, fluctuations in currency exchange rates, political and economic instability, acts or threats of terrorism, changes in governmental policies or policies of central banks, expropriation, nationalization and/or confiscation of assets, price controls, fund transfer restrictions, capital controls, exchange rate controls, taxes, unfavorable political and diplomatic developments, changes in legislation or regulations [added] (including energy, environmental and trade-related regulations) and other additional developments or restrictive actions over which we will have no control.

Our cash requirements relate primarily to working capital needed to operate and grow our business, including funding operating expenses, managing our inventory to support both shipments of new units and servicing the installed base, supporting equipment leased and equipment related to Power Purchase Agreements ("PPAs") for customers under long-term arrangements, funding our GenKey "turn-key" solution, which includes the installation of our customers' hydrogen infrastructure as well as delivery of the hydrogen fuel, continued expansion of our markets, continued development and expansion of our products, payment of lease obligations under sale/leaseback financings, mergers and acquisitions, strategic investments and joint ventures, liquid hydrogen plant construction, expanding production facilities and the repayment or refinancing of our long-term debt. Our ability to meet future liquidity needs and capital requirements will depend upon numerous factors, including the timing and quantity of product orders and shipments; attaining and expanding positive gross margins across all product lines; the timing and amount of our operating expenses; the timing and costs of working capital needs, including our ability to manage inventory; the timing and costs of building a sales base; the ability of our customers to obtain financing to support commercial transactions; our ability to obtain financing arrangements to support the sale or leasing of our products and services to customers, and the terms of such agreements that may require us to pledge or restrict substantial amounts of our cash to support these financing arrangements; the timing and costs of developing marketing and distribution channels; the timing and costs of product service requirements; the timing and costs of hiring and training product staff; the extent to which our products gain market acceptance; the timing and costs of product development and introductions; the extent of our ongoing and new research and development programs; and changes in our strategy or our planned activities.[added] In addition, macroeconomic conditions, including higher interest rates, reduced risk tolerance among investors and lenders, and constrained availability of capital for clean energy and emerging technology companies, may further increase our capital requirements or limit our financing options.

The market price of our common stock has historically experienced and may continue to experience significant volatility. [added] For example, during the most recent 52-week period, the trading price of our common stock fluctuated from a high of [added] $4.58 per share to a low of [added] $0.69 per share. Our progress in developing and commercializing our products, our quarterly operating results, announcements of new products by us or our competitors, our perceived prospects, changes in securities analysts' recommendations or earnings estimates, changes in general conditions in the economy or the financial markets, adverse events related to our strategic relationships, significant sales of our common stock by existing stockholders, including one or more of our strategic partners, events relating to our determination to restate certain of our previously issued consolidated financial statements, and other developments affecting us or our competitors could cause the market price of our common stock to fluctuate substantially. In addition, [added] periodically, the stock market has experienced significant price and volume fluctuations. This volatility has affected the market prices of securities issued by many companies for reasons unrelated to their operating performance and may adversely affect the price of our common stock. Such market price volatility could adversely affect our ability to raise additional capital. Furthermore, technical factors in the public trading market for our common stock may produce price movements that may or may not comport with macro, industry or company-specific fundamentals, including, without limitation, the sentiment of retail investors (including as may be expressed on financial trading and other social media sites), the amount and status of short interest in our securities, access to margin debt, trading in options and other derivatives on our common stock and any related hedging or other technical trading factors.

In addition, from time to time we have experienced other unexpected design, manufacturing or product performance issues, which has led to delayed delivery [added] dates or required additional testing, redesign or validation efforts. We make significant investment in the continued improvement of our products and maintain appropriate warranty reserves for known and unexpected issues; however, [added] the estimation of warranty reserves and loss contract accruals involves judgment and is subject to change based on actual experience, and unknown malfunctions or defects could result in unexpected material liabilities and could adversely affect our business, financial condition, results of operation, cash flows and prospects. In addition, [added] remediation efforts, recalls, retrofits or increased service obligations could divert management and engineering resources and increase operating costs. An actual or perceived problem could adversely affect the market's perception of our products resulting in a decline in demand for our products [added] or reluctance by customers to place repeat or follow-on orders, which may materially and adversely affect our business, financial condition, results of operations, cash flows, and prospects.

Our failure to successfully complete or integrate such [added] strategic transactions could have a material adverse effect on our financial condition and results of operations. Our ability to successfully grow through strategic transactions depends upon our ability to identify, negotiate, complete, and integrate suitable [added] counterparties, businesses, assets, technologies, operations or arrangements and to obtain any necessary financing. These efforts could be expensive and time-consuming and may disrupt our ongoing business and prevent management from focusing on our operations. We do not know if we will be able to identify [added] strategic transactions or relationships we deem suitable, whether we will be able to successfully complete any such transactions on favorable terms or at all, or whether we will be able to successfully integrate [added] the businesses, assets, operations or personnel involved in any such transaction into our business or retain any key personnel or suppliers. In addition, if we finance [added] strategic transactions by issuing equity securities, our existing stockholders may be diluted. As a result, if our forecasted assumptions for these [added] strategic transactions or initiatives are not accurate, we may not achieve the anticipated benefits of any such [added] transactions, and we may incur costs in excess of what we had anticipated.

The risk of a security compromise, breach, or disruption, particularly through cyber-attacks, or cyber intrusion, including by computer hackers, insider threats, and cyber terrorists, has generally increased as cyber-attacks have become more prevalent and harder to detect and fight against and threat actors continue to become more sophisticated in their malicious techniques. Additionally, outside or unauthorized parties may attempt to access our confidential information through other means, for example by fraudulently inducing our employees to disclose confidential information through phishing emails or deceptive advertising campaigns. We actively seek to prevent, detect, and investigate any unauthorized access. These threats are also continually evolving, and as a result, will become increasingly difficult to detect. [added] Changes in workforce practices, including remote or hybrid work arrangements, and the use of personal or mobile devices, may increase cybersecurity risks. Despite the implementation of network security measures, our information technology system has been and could be[added] penetrated by outside or unauthorized parties. To date, these risks, threats or attacks have not had a material impact on our operations, business strategy or financial results, but we cannot provide assurance that they will not have a material impact in the future. In addition, evolving cybersecurity, privacy and data-protection laws and regulations may impose additional obligations, increase compliance costs, or expose us to regulatory enforcement or litigation following a cybersecurity incident. Going forward, we may expend additional resources, expenses, and legal and professional fees to further enhance the security of our information technology systems and continually assess our current security measures. In addition, we may be subject to governmental investigations, enforcement actions, regulatory fines or litigation, or we may suffer from reputational damage or public statements against us as a result of unauthorized access to our information technology systems.

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. [added] 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. [added] 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. 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.

Actual events, concerns or speculation about disruption or instability in the banking and financial services industry, such as liquidity [added] constraints, reduced availability of credit, heightened risk aversion among lenders, or the [added] failure or distress of individual institutions, could significantly impair our access to capital, delay access to deposits or other financial assets, or cause actual loss of funds subject to cash management arrangements. Similarly, these events, concerns or speculation could result in less favorable financing terms, including higher interest [added] rates, increased borrowing costs, more restrictive underwriting standards, tighter financial and operating covenants, or systemic limitations on access to credit and liquidity sources, thereby making it more difficult for us to acquire financing on acceptable terms or at all. [added] Even in the absence of widespread bank failures, ongoing volatility in capital markets and a more constrained lending environment may continue to limit the availability of financing for capital-intensive or emerging-technology companies. Additionally, our customers, suppliers and other business partners [added] may also be adversely affected by these risks as described above, which in turn could result in their committing a breach or default under their contractual agreements with us, [added] delaying payments or facilities, their insolvency or bankruptcy, or other adverse effects.

If we fail to implement our business strategy, our financial condition and results of operations could be adversely affected. Our future financial performance and success depend in large part on our ability to successfully implement our business strategy. We cannot assure you that we will be able to successfully implement our business strategy or be able to continue improving our operating results. In particular, we cannot assure you that we will be able to successfully execute our ongoing, or any future, investments, achieve operating cost savings targeted through focused improvements and capacity optimization, including improvements to service performance through scale of manufacturing and vertical integration, and opportunistically pursue strategic transactions. [added] We have announced and are executing initiatives intended to improve margins, cash flow and liquidity, including cost-reduction and operational efficiency programs, and our ability to achieve the anticipated benefits of these initiatives is subject to significant execution risk.

Although we have undertaken and expect to continue to undertake productivity and manufacturing system and process transformation initiatives to improve service performance, we cannot assure you that all of these initiatives will be completed or that any estimated cost savings from such activities will be fully realized. [added] These initiatives may be complex and disruptive to implement and may require significant management attention and resources. Even when we are able to generate new efficiencies in the short- to medium-term, we may not be able to continue to reduce costs and increase productivity over the long-term. There can be no assurance if and when any of these initiatives will be successfully and fully executed or completed.[added] If we are unable to achieve sustained improvements in margins, cash flow and operational execution, we may be required to undertake additional cost-reduction, restructuring or strategic actions, which could further disrupt our business and adversely affect our results of operations.

Delays in meeting our development goals (including delivery of electrolyzers to [added] customers), products experiencing technical defects, facilities experiencing production outages (including availability of feedstock), or delays in meeting cost or performance goals (including power output) will delay the profitable commercialization of our products. [added] Although we have reported progress in delivering, installing and commissioning electrolyzer systems and expanding deployments across multiple geographies, our products and projects remain technically complex and may not perform as expected under all operating conditions or at scale, including during commissioning, ramp-up and long-term operation. If such an event or events occur, potential purchasers of our products may choose alternative technologies and any delays could allow potential competitors to gain market advantages. We cannot assure that we will successfully meet our commercialization schedule in the future.[added] In addition, the completion and timing of hydrogen-related facilities and other customer deployments may depend on factors beyond our control, including the availability of capital, permitting and regulatory approvals, utility interconnection and power availability, site readiness, contractor performance, and logistics and supply availability. Any delays or performance issues in these areas could defer revenue recognition, increase costs, and reduce expected margins.

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 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.

We have experienced, and may experience in the future, difficulty in obtaining or providing adequate financing for these PPA arrangements on acceptable terms, or at [added] all, and our customers may experience similar difficulties in securing third-party financing, which could adversely affect demand for our products and services. Failure to obtain or provide such financing [added] or for our customers to secure third-party financing may impact our product sales and results of operations, and may result in the loss of material customers, which could have a material adverse effect on our business, financial condition, and results of operations. Further, we have been required, and may be required in the future, to continue to pledge or restrict substantial amounts of our cash to support [added] legacy financing arrangements. As a result, such cash will not be available to us for other purposes, which may have a material adverse effect on our liquidity and financial position. For example, as of December 31, [added] 2025, approximately $625.4 million of our cash was restricted to support such leasing arrangements, comprised of cash deposits and collateralizing letters of credit, which prevents us from using such cash for other purposes. [added] Although we expect PPAs to become a cash source in the [added] near-term and for restricted cash to be released over time, our ability to realize these benefits is not guaranteed. If financing markets remain constrained, restricted cash is not released as anticipated, or additional collateral is required under existing arrangements, our liquidity and financial position could be materially adversely affected.

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. [added] 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. 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.

We acknowledge the significant challenge presented by climate change, and see our transformational work in developing cost-effective, renewable hydrogen, and fuel cell energy as part of the solution. [added] While our technologies are intended to support decarbonization, climate change presents risks to our business that are beyond our control. We acknowledge that climate change will potentially have wide-ranging impacts, including potential impacts to our Company. Unanticipated environmental, societal, economic, or geopolitical effects of climate change might affect business operations. For example, increasingly severe and frequent weather events might disrupt our supply chain or adversely affect our customers. Relatedly, government policies addressing climate change could similarly impact our business operations. There is no guarantee that such potential changes in laws, regulations, or policies will be favorable to our Company, our technologies, [added] our customers or suppliers, and such changes could adversely affect our business, financial condition and results of operations.

The markets for energy products, including PEM fuel cells, electrolyzers, and hydrogen production are [added] competitive - both from incumbent companies and new emerging business interests in the United States and abroad. Some of our competitors are larger than we are and may have the manufacturing, marketing and sales capabilities to complete research, development, and commercialization of products more quickly and effectively than we can. There are many companies engaged in all areas of traditional and alternative energy generation in the United States and abroad, including, among others, major electric, oil, chemical, natural gas, battery, generator and specialized electronics firms, as well as universities, research institutions and foreign government-sponsored companies. [added] Certain competitors may also benefit from government support, subsidies or industrial policies in their home jurisdictions, which could provide competitive advantages. These firms are engaged in forms of power generation such as advanced battery technologies, generator sets, fast charged technologies and other types of fuel cell technologies. Well established companies might similarly seek to expand into new types of energy products, including PEM fuel cells, electrolyzers, or hydrogen production. Additionally, some competitors may rely on [added] alternative or competing technologies for fuel cells, electrolyzers, or hydrogen [added] production, including advanced battery systems, alternative electrolyzer technologies, non-hydrogen-based power solutions and hybrid systems, which may be perceived by customers as lower cost, more mature, simpler to deploy or better supported by existing infrastructure or policy frameworks. There can be no assurance that our products will be selected over competing technologies or solutions, particularly if customers perceive alternative technologies to offer advantages in cost, availability, reliability, scalability, efficiency or regulatory treatment. The primary current value proposition for our fuel cell customers stems from productivity gains in using our solutions. If these productivity benefits are not realized, are reduced or are outweighed by higher costs, operational complexity or reliability concerns, our competitive position could be adversely affected. Longer term, given evolving market dynamics and changes in alternative energy tax credits and incentive programs, if we are unable to successfully develop future products that are competitive with competing technologies in terms of price, reliability and longevity, customers may not buy our products. Technological advances in alternative energy products, battery systems or other fuel cell, electrolyzer, or hydrogen technologies may make our products less attractive or render them obsolete.

We anticipate that we will continue to incur losses until we can produce and sell our products and services on a [added] 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 [added] 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 [added] 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 [added] market and achieve sufficient customer adoption and scale to offset our fixed and 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.

We have not achieved operating profitability in any quarter since our formation and we [added] expect to continue to incur net losses until [added] such time as our revenues exceed our operating and other expenses. As of December 31, [added] 2025, we had an accumulated deficit of [added] $8.2 billion. We have continued to experience negative cash flows from operations and net losses. Our net losses were approximately [added] $1.7 billion, $2.1 billion and [added] $1.4 billion for the years ended December 31, [added] 2025, 2024 and 2023, respectively. The net cash used in operating activities was [added] $535.8 million, $728.6 million and $1.1 billion for the years ended December 31, [added] 2025, 2024 and 2023, respectively. Our results of operations have been, and may continue to be, adversely affected by macroeconomic conditions, including inflationary pressures, rising interest rates, supply chain disruptions, energy price volatility and constraints in the availability of capital. We expect to generate operating losses for the foreseeable future as we continue to devote significant resources to optimize our current production and manufacturing capacity, construct hydrogen plants and manage inventory to deliver our end-products and related services.

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. [added] 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. [added] Such incidents could also result in facility shutdowns, increased inspections, permit modifications, or additional compliance requirements for us or our customers. 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.

To the extent our cost saving measures are not sufficient to drive a substantial reduction in cash burn throughout [added] the near to medium term and we are unable to repay our debt and other obligations as they become due with cash on hand or from other sources, we will need to restructure or refinance all or part of our debt, sell assets, reduce capital expenditures, borrow more cash or raise equity. Additional indebtedness or equity financing may not be available to us in the future for the refinancing or repayment of existing debt and other obligations, or if available, such additional debt or equity financing may not be available in a sufficient amount, on a timely basis, or on terms acceptable to us and within the limitations specified in our then existing debt instruments. [added] Any additional equity financing could be dilutive to existing stockholders and additional indebtedness could increase our leverage and impose additional restrictive covenants. In addition, in the event we decide to sell additional assets, we can provide no assurance as to the timing of any asset sales or the proceeds that could be realized by us from any such asset [added] sale and such sales may adversely affect our long-term growth prospects or operational flexibility.

In the past, quality issues have arisen with respect to certain components in certain products that are currently being used at customer sites. [added] Some of these issues have been identified during field operation or under extended maintenance and service arrangements. Under the terms of our extended maintenance contracts, we have had to retrofit units subject to component quality issues with replacement components to improve the reliability of our products for our customers. [added] These remediation activities have required additional labor, materials and logistics costs. We recorded a provision for loss contracts related to service in the current and prior years. Though we continue to work with our vendors on these component issues to improve quality and reliability, [added] and have implemented design, sourcing and process improvements in certain cases, unanticipated additional quality issues or warranty claims may arise, and additional material charges may be incurred in the future. [added] As our installed base grows and our products are deployed across a broader range of operating conditions, the frequency or severity of such issues could increase. Quality issues also could cause profitable maintenance contracts to become unprofitable.

Generally accepted accounting principles in the United States ("GAAP") [added] are subject to interpretation by the FASB, the American Institute of Certified Public Accountants, the SEC and various bodies formed to promulgate and interpret appropriate accounting principles. See Note 2, "Summary of Significant Accounting [added] Policies," to our consolidated financial statements included in this Annual Report on Form 10-K regarding the effect of new accounting pronouncements on our financial statements. [added] Changes in accounting standards or interpretations may require us to change our accounting policies, systems, processes or internal controls, and may require significant management time and resources to implement. Any difficulties in implementing [added] new accounting standards or interpretations, or in applying such standards consistently, could cause us to fail to meet our financial reporting obligations, which could result in regulatory discipline and harm investors' confidence in us. Further, the implementation of new accounting pronouncements or a change in other principles or interpretations could have a significant effect on our financial results.

We have in the past experienced and may in the future experience problems with the operation of our current information technology systems or the technology systems of third parties on which we rely, as well as the development and deployment of new information technology systems, [added] which could adversely affect, or even temporarily disrupt, all or a portion of our operations until resolved. [added] Our reliance on third-party service providers, cloud-based platforms and vendors increases our exposure to cybersecurity incidents and system failures that may be outside of our direct control. The inability to implement new systems or delays in implementing new information technology systems may also affect our ability to realize projected or expected cost savings. Additionally, the inability to implement or any delays in implementing new security measures can also affect our ability to protect against increasingly sophisticated threat actors. Any systems failures could impede our ability to timely collect and report financial results in accordance with applicable laws.

Periodically, we may enter into contracts with our customers for certain products that have not been developed or produced. There can be no assurance that we will complete the development of these products and meet the specifications required to fulfill customer agreements and deliver products on schedule. Pursuant to such agreements, the customers would have the right to provide notice to us if, in their good faith judgment, we have materially deviated from such agreements. Should a customer provide such notice, and we cannot mutually agree to a modification to the agreement, then the customer may have the right to terminate the agreement, which could have a material adverse effect upon our future business.[added] Customers may also assert claims, seek credits or other remedies, delay acceptance, or reduce future orders if products do not meet specifications, reliability expectations, or contractual milestones.

In addition, as our business grows, we are required to comply with increasingly complex taxation rules and practices. We are subject to tax in multiple U.S. tax jurisdictions and in foreign tax jurisdictions as we expand internationally, which requires additional expertise to ensure compliance with various domestic and international tax laws. The development of our global tax footprint and compliance with these laws may impact how we conduct our business and affect our financial position, operating results, and cash flows.[added] Changes in tax law, regulations, guidance or audit practices could require us to change our business structure, intercompany arrangements, transfer pricing policies or financing arrangements, and could result in additional tax expense, interest and penalties, or cash tax payments.

Any decline in available funding, lack of credit in the market, or [added] constraints on access to cash and liquidity resources, or non-compliance of banking and financial services counterparties with their contractual commitments to us, our customers, suppliers and other partners could, among other risks, have material adverse impacts on our ability to meet our operating expenses and other financial needs, could result in breaches of our financial and/or contractual obligations, and could have material adverse impacts on our business, financial condition and results of operations.[added] Such conditions could also increase our reliance on alternative or higher-cost sources of liquidity, reduce our financial flexibility, and adversely affect our ability to execute our business strategy.

[added] Moreover, the viability and competitiveness of our hydrogen production facilities will depend, in part, upon favorable laws, regulations, and policies related to hydrogen production. Some of these laws, regulations, and policies are [added] nascent or evolving, and there is no guarantee that they will be favorable to our [added] facilities or will remain stable over time. For further information on risks associated with government regulations, see "Regulatory [added] Risks." Additionally, our facilities will be subject to numerous permitting, regulations, laws, and policies, many of which might vary by jurisdiction. [added] Delays or changes in regulatory approvals could adversely affect our ability to operate existing facilities or develop new facilities. Hydrogen production facilities [added] operate in a highly competitive market, including competition from well-established multinational companies in the energy [added] and industrial gas industries. There is no guarantee that our hydrogen production strategy will be successful, amidst this competitive environment.

As of December 31, [added] 2025, we had net working capital of [added] $799.7 million, which was comprised of the net amount of current assets of [added] $1.4 billion and current liabilities of [added] $610.6 million. Included in net working capital as of December 31, [added] 2025 were unrestricted cash and cash equivalents of [added] $368.5 million and current restricted cash of [added] $186.7 million. This compares to net working capital of [added] $729.0 million as of December 31, [added] 2024, which was comprised of the net amount of current assets of [added] $1.5 billion and current liabilities of [added] $748.5 million. Included in net working capital as of December 31, [added] 2024 were unrestricted cash and cash equivalents of [added] $205.7 million and current restricted cash of [added] $198.0 million. The decline in our net working capital reflects, among other things, our continued operating losses, capital expenditures and working capital requirements.

The risk of product liability claims and associated adverse publicity is inherent in the development, manufacturing, marketing and sale of fuel cell products, electrolyzers, hydrogen production, and in products fueled by hydrogen, which is a flammable gas. Any liability for damages resulting from malfunctions or design defects could be substantial and could materially adversely affect our business, financial condition, results of operations and prospects. [added] Even if claims are not successful, they could be time-consuming and expensive to defend, could divert management attention and could adversely affect customer adoption. In addition, an actual or perceived problem with our products could adversely affect the market's perception of our products resulting in a decline in demand for our products, which may materially and adversely affect our business, financial condition, results of operations and prospects. See Note [added] 25, "Commitments and [added] Contingencies." Our insurance coverage may be unavailable on acceptable terms, may not be maintained in adequate amounts, or may not cover all liabilities that could arise in connection with such incidents.

Sales of a substantial number of shares of our common stock in the public market, or the perception that such sales could occur, could adversely affect the market price of our common stock and may make it more difficult for you to sell your common stock at a time and price that you deem appropriate. As of December 31, [added] 2025, there were approximately (i) [added] 143,749,986 shares of common stock issuable upon conversion of the [added] 6.75% Convertible Senior Notes at a conversion price of [added] $3.00 per share and (ii) 568,032 shares of common stock issuable upon conversion of the [added] 7.00% Convertible Senior Notes at a conversion price of [added] $4.25 per share. In addition, as of December 31, [added] 2025, we had outstanding options [added] to purchase an aggregate of [added] 50,759,350 shares of common stock at a weighted average exercise price of [added] $6.26 per share, of which 20,561,750 were exercisable, and 230,260,619 shares of common stock issuable upon the exercise of warrants, of which [added] 32,330,155 were exercisable as of December 31, [added] 2025.

Furthermore, we might encounter difficulties protecting intellectual property rights in foreign jurisdictions. Certain jurisdictions do not favor the enforcement of patents, trade secrets, and other intellectual property protection. Enforcement of our intellectual property and proprietary rights in foreign jurisdictions could result in substantial costs and adverse impacts to our intellectual property [added] rights or limit the remedies available to us.

Some of our products contain commodity-priced materials. Commodity prices and supply levels affect our costs. For example, nickel, platinum, titanium and iridium are key materials [added] used in our PEM fuel cells, electrolyzers, and hydrogen infrastructure. Platinum, titanium, and iridium are [added] finite natural resources with concentrated global production, and we are dependent upon a sufficient supply of these commodities. These resources may become increasingly difficult to source due to [added] market tightness, limited by-product production, cost increases, geographic concentration of supply, regulatory constraints, geopolitical developments, trade restrictions or other [added] factors, which in turn [added] could have a material adverse effect on our business.

If our cost saving measures fail to achieve some or all of the expected benefits, it may negatively impact our current forecast of cash flows and we may be required to initiate further cost savings activities or negotiate further changes to existing agreements with vendors, suppliers and service providers. Further, our cost saving measures may result in unexpected expenses or liabilities and/or [added] write-offs, including restructuring charges, contract termination costs, asset impairments or inventory write-downs. Our lack of cash flows may also constrain our business and subject us to significant risks, including being unable to make the necessary investments in our business, which can adversely impact our ability to effectively pursue our business objectives, including delays in the construction of our hydrogen plants or delays in our ability to fulfill purchase [added] orders or service existing customer arrangements. Our inability to successfully execute our business objectives could have a material adverse effect on our business, financial condition and results of operations.

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in our consolidated financial statements and accompanying notes. For example, our revenue recognition, loss [added] accruals for service [added] contracts and impairment of long-lived assets policies are complex, and we often must make estimates and assumptions that could prove to be incorrect. We base our estimates on historical experience and on various other assumptions that we believe to be reasonable under the circumstances. [added] However, these estimates are inherently uncertain and are subject to change based on new information or changes in circumstances. Significant assumptions and estimates used in preparing our consolidated financial statements include those related to revenue recognition, valuation of inventories, loss accrual for service contracts, impairment of long-lived assets, and provision for common stock warrants. Our operating results may be adversely affected if our assumptions change or if actual circumstances differ from those in our assumptions, which could [added] result in material changes to our reported results of operations, financial condition or disclosures from period to period and cause our operating results to fall below the expectations of investors, resulting in a decline in our stock price.

PEM fuel cell technology was first developed in the 1950s, and fuel processing technology has been practiced on a large scale in the petrochemical industry for decades. Accordingly, we do not believe that we can establish a significant proprietary position in the fundamental component technologies in these areas. However, our ability to compete effectively will depend, in part, on our ability to protect our proprietary system level technologies, systems designs and manufacturing processes. We rely on patents, trademarks, trade secrets, and other policies and procedures related to confidentiality to protect our intellectual property. However, some of our intellectual property is not covered by any patent or patent application and instead relies on trade secrets, know-how and confidentiality protections. Moreover, we do not know whether any of our pending patent applications will issue or, in the case of patents issued or to be issued, that the claims allowed are or will be sufficiently broad to protect our technology or processes. Even if all of our patent applications are issued and are sufficiently broad, our patents may be challenged or invalidated. We could incur substantial costs in prosecuting or defending patent infringement suits or otherwise protecting our intellectual property rights. Intellectual property disputes, whether meritorious or not, may be costly, time-consuming and disruptive, may divert management attention, and could result in injunctions, damages, settlement payments or licensing obligations. While we have attempted to safeguard and maintain our proprietary rights, we do not know whether we have been or will be completely successful in doing so. Moreover, patent applications filed in foreign countries may be subject to laws, rules and procedures that are substantially different from those of the United States, and any resulting foreign patents may be difficult and expensive to obtain and enforce. In addition, we do not know whether the USPTO will grant federal registrations based on our pending trademark applications. Even if federal registrations are granted to us, our trademark rights may be challenged. It is also possible that our competitors or others will adopt trademarks similar to ours, thus impeding our ability to build brand identity and possibly leading to customer confusion. We could incur substantial costs in prosecuting or defending trademark infringement [added] suits or other proceedings relating to brand protection.

Increases in interest rates may increase our cost of borrowing and result in limitations on our ability to access credit or otherwise raise debt and equity [added] capital on acceptable terms or at all. In addition, if there is a government shutdown in the United States, especially a prolonged shutdown, it could impact our ability to access the public markets and obtain necessary capital in order to properly capitalize and continue our operations, which could have a material adverse effect on our business, financial condition and results of operations. Increased interest rates, especially if coupled with reduced government spending and volatility in financial markets, may have the effect of further increasing economic uncertainty and heightening these risks.

Doing business in foreign markets requires us to be able to respond to rapid changes in market, legal, and political conditions in these countries. As we expand in international markets and explore potential business activities across the globe, we may face numerous challenges. Such challenges might include unexpected changes in regulatory requirements; potential conflicts or disputes that countries may have to deal with, among other things, data privacy requirements; labor laws and anti-competition regulations; export or import restrictions; laws and business practices favoring local companies; fluctuations in currency exchange rates; longer payment cycles and difficulties in collecting accounts receivables; difficulties in managing international operations; potentially adverse tax consequences, tariffs, customs charges, bureaucratic requirements and other trade barriers; restrictions on repatriation of earnings; [added] sanctions regimes and trade compliance obligations; and the burdens of complying with a wide variety of international laws. We face risks associated with our plans to market, distribute, and service our products and services internationally and any of these factors could adversely affect our results of operations and financial condition. The success of our international expansion will depend, in part, on our ability to succeed in navigating the different legal, regulatory, economic, social, and political environments.

Adverse economic conditions and political instability in the geographic markets we serve, such as tight credit markets, inflation, [added] higher interest rates, reduced availability or increased cost of capital, limited capital spending, delay or reduction in consumer spend, and changes in government [added] priorities and funding programs, could have a material adverse effect on our business, financial condition and results of operations. For example, increases in the cost of raw materials, [added] components, energy, labor and the expenses associated with the distribution and transportation of these materials and products we [added] sell can have an adverse impact on the business, financial condition, and results of operations of us or our suppliers. In an inflationary environment, we may be unable to raise the sales prices of our products and services at or above the rate at which our costs increase, which could reduce our profit margins. For example, with respect to our service business, we have experienced increases in labor, parts and related [added] overhead, including impacts from broader inflationary pressures. If these trends continue, we may have to record additional service loss provisions in the future. We also may[added] experience lower than expected sales and potential adverse impacts on our competitive position if there is a decrease in consumer spending or a negative reaction to our pricing.

Corporate responsibility practices and ratings are important to some investors and other stakeholders who may have differing and conflicting views as to their preferred approach to corporate responsibility matters. Expectations regarding corporate responsibility may impact our business practices and the price of our securities. Changing practices have in the past and may in the future include expanded mandatory and voluntary reporting, diligence, and disclosure on topics such as climate change, human capital, inclusion and diversity, labor, and risk oversight, and these could expand the nature, scope, and complexity of matters that we are required to control, assess and report on, which may prove difficult, expensive and time consuming. In addition, [added] evolving government regulations, investor expectations, rating methodologies and stakeholder demands related to corporate responsibility matters may [added] require changes to our business practices, [added] governance structures, controls, systems or capital allocation, including increasing expenses or capital expenditures. We have communicated certain initiatives regarding ESG matters and we may in the future communicate revised or additional initiatives. If our initiatives are unsuccessful or we fail to satisfy the expectations of investors, employees and other stakeholders, our reputation could be adversely affected. In [added] addition, actual or perceived inconsistencies between our public disclosures, stated goals, targets or commitments and our practices or performance could expose us to reputational harm, litigation, regulatory scrutiny or allegations of "greenwashing." Corporate initiatives relating to ESG matters have, in some cases, attracted increased public, political, regulatory and legal scrutiny. Legislation, regulatory initiatives, litigation, legal opinions, federal executive orders and increased scrutiny related to corporate responsibility matters could expose the Company to additional compliance obligations, costs, and potential liabilities.

Our products are subject to certain federal, state, local, and [added] 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 [added] Regulations," for additional information. [added] 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] facilities. Furthermore, certain business activities may require the Company to navigate a myriad of state or local-level laws and regulations. [added] 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.

Some of the orders we accept from customers require certain conditions or contingencies to be satisfied, or may be cancelled, prior to shipment or prior to commissioning or installation, some of which are outside of our control. Orders for the Company's products and services approximated [added] $724.1 million as of the year ended December 31, [added] 2025. The time periods from receipt of an order to shipment date and installation vary widely and are determined by a number of factors, including the terms of the customer contract and the customer's deployment plan. [added] In addition, converting shipments into revenue may depend on commissioning, customer acceptance, and satisfaction of contractual milestones, which may occur after shipment and may be delayed by site readiness or integration requirements. For example, we have experienced delays in product launches, and there may also be product redesign or modification requirements that must be satisfied prior to[added] shipment of units under certain of our agreements. If the designs are not finalized on schedule or the redesigns or modifications are not completed, some or all of our orders may not ship or convert to revenue. [added] Even where products ship, commissioning and installation may take longer than expected, and performance issues identified during commissioning could require remediation, additional engineering, or rework, which could further delay revenue recognition and cash collections. In certain cases, we disclose anticipated, pending orders with prospective customers for our various products, including PEM fuel cell, electrolyzer, stationary product and hydrogen sales; however, those prospective customers may require certain conditions or contingencies to be satisfied prior to entering into a purchase order with us, some of which are outside of our control. Such conditions or contingencies that may be required to be satisfied before we receive a purchase order may include, but are not limited to, successful product demonstrations or field trials. [added] Large projects and deployments can also be subject to lengthy sales cycles, competitive bidding/procurement processes, and internal customer approvals, any of which can delay or prevent awards from becoming binding contracts or converting to revenue. Converting orders into revenue is also dependent upon our customers' ability to obtain financing. Some conditions or contingencies that are out of our control may include, but are not limited to, government tax policy, government funding programs, and government incentive programs.[added] Additionally, some conditions and contingencies may extend for several years. If market conditions, interest rates, customer priorities, or applicable incentive regimes change during these periods, customers may defer, scale back, or terminate deployments, or seek to renegotiate commercial terms, which could reduce expected revenue and cash flow. We may have to compensate customers, by either reimbursement, forfeiting portions of associated revenue, or other methods depending on the terms of the customer contract, based on the failure to satisfy any of these conditions or contingencies, which could have an adverse impact on our revenue and cash flow. Remedies in customer contracts (including delay-related claims, liquidated damages, or other credits) can further pressure margins and cash flow even where projects ultimately proceed.

Further, our competitors may independently develop or patent technologies or processes that are substantially equivalent or superior to ours. If we are found to be infringing third party patents, we could be required to pay substantial royalties and/or damages, [added] enter into costly licensing arrangements, or be subject to injunctions. We do not know whether we will be able to obtain licenses to use such patents on acceptable terms, if at all. Failure to obtain needed licenses could delay or prevent the development, manufacture or sale of our[added] products, and could necessitate the expenditure of significant resources to develop or acquire [added] non infringing intellectual property.

Our estimated future revenue represents, as of a point in time, expected future revenue from work not yet completed under executed contracts. [added] 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, [added] 2025, our estimated future revenue was approximately [added] $724.1 million. While we anticipate a [added] 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, [added] 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 [added] is delayed resulting from parts availability[added] 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. 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.

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.