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.

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.

The [added] notes are general unsecured obligations of the Company and rank senior in right of payment to all of its future indebtedness that is expressly subordinated in right of payment to the notes, equal in right of payment to all of its existing and future liabilities that are not so subordinated, effectively junior to all of its secured indebtedness, to the extent of the value of the assets securing such indebtedness, and structurally junior to all indebtedness and other liabilities of its subsidiaries. The notes bear interest at a rate of [added] 6.75% per year. Interest is payable semi-annually in arrears on June 1 and December 1 of each year, beginning on [added] June 1, 2026. The notes mature on [added] December 1, 2033, unless earlier [added] repurchased, redeemed or [added] converted.

The [added] Indenture includes customary covenants and sets forth certain events of default after which the notes may be declared immediately due and payable and sets forth certain types of bankruptcy or insolvency events of default involving the Company after which the notes become automatically due and payable. In case of certain bankruptcy and insolvency-related events of default with respect to the Company, the principal of, and accrued and unpaid interest on, all of the [added] then outstanding notes shall automatically become due and payable. As of December 31, 2025, the Company is in compliance with all debt covenants associated with the 6.75% Convertible Senior Notes.

[added] Common stock warrants accounted for as a liability are the warrants issued to purchase up to 185,430,464 shares of the Company's common stock at $7.75 per share as discussed in Note 12, "Warrant Liabilities." Under the terms of the $7.75 Warrants, upon a Change of Control (as defined in the $7.75 Warrants), the holder may elect to require the Company (or successor entity) to purchase the warrant for cash equal to its Black-Scholes value (a "Change of Control Cash Election"). This Change of Control Cash Election right is not contingent upon other equity holders of the Company receiving the same consideration and is exercisable at the election of the warrant holder irrespective of the form of consideration payable to other holders of the Company's securities in such transaction. As such, the $7.75 Warrants were recorded on the consolidated balance sheets as a liability because the Change of Control Cash Election represents a conditional obligation that could require the Company to settle the $7.75 Warrants for cash upon the occurrence of a Change of Control, which precludes equity classification under ASC 815.

[added] During the year ended December 31, 2025, the Company paid cash of $59.6 million, which included $58.5 million to retire the remaining outstanding principal and $1.1 million to pay the remaining accrued interest, to fully settle the 3.75% Convertible Senior Notes.

On [added] May 5, 2025, the Company [added] issued the initial tranche of the 15.00% Secured Debenture in the aggregate principal amount of $210.0 million pursuant to the Secured Debenture Purchase Agreement with Yorkville for a purchase price of $199.5 million with a discount of $10.5 million. On September 30, 2025, the Company issued [added] a portion of the second tranche of the 15.00% Secured Debenture in the aggregate principal amount of [added] $52.5 million pursuant to the Secured Debenture Purchase Agreement with Yorkville for a purchase price of $49.9 million with a discount of $2.6 million. As discussed in Note 13, "Convertible Senior [added] Notes," on November 21, 2025 the Company issued the 6.75% Convertible Senior Notes and used a portion of the net proceeds from the transaction to fully repay the outstanding principal amount of its 15.00% Secured Debenture.

[added] The 6.00% Convertible Debenture was fully settled during 2025. The Company incurred losses on extinguishment of convertible debt instruments and debt of $9.1 million during the year ended December 31, 2025.

[added] On October 8, 2025, the Company entered into a warrant exercise inducement agreement with the holder of the [added] Common Warrants, whereby in consideration for exercising the 185,430,464 outstanding Common Warrants at the exercise price as set forth in the Common Warrants of $2.00 per share, the Company agreed to provide to the holder warrants to purchase up to 185,430,464 shares of the Company's common stock at $7.75 per share (the "$7.75 Warrants"). In addition, under the warrant exercise inducement agreement, the holder was permitted to receive, upon exercise, in lieu of 154,430,464 common shares, new pre-funded warrants to purchase 154,430,464 shares of the Company's common stock at $0.0001 per share (the "New Pre-Funded Warrants"). As a result of the warrant exercise inducement transaction, the Company received net proceeds, after deducting $16.1 million of transaction expenses and fees, of $354.7 million and recorded a related inducement charge of $196.5 million to inducement of common warrant exercise in the consolidated statements of operations. Included within the inducement of common warrant exercise charge of $196.5 million was the fair value of the $7.75 Warrants of $180.4 million and $16.1 million of transaction expenses and fees incurred in connection with the warrant exercise inducement agreement.

The [added] 15.00% Secured Debenture was fully settled during 2025. The Company incurred losses on extinguishment of convertible debt instruments and debt of $13.5 million during the year ended December 31, 2025.

[added] During the fourth quarter of 2025, all of the [added] New Pre-Funded Warrants were exercised for 154,430,464 shares of the [added] Company's common stock [added] for proceeds of $15 thousand.

[added] In May 2025, Accounting Standards Update 2025-04 ("ASU 2025-04"), Clarifications to Share-Based Consideration Payable to a Customer, was issued to reduce diversity in practice and improve the decision usefulness and operability of the guidance for share-based consideration payable to a customer in conjunction with selling goods or services. This standard is effective for annual [added] periods, including interim reporting periods within annual reporting periods, beginning after December 15, [added] 2026 with early adoption permitted. The Company has not yet adopted ASU [added] 2025-04 and is still evaluating the impact of the adoption on its consolidated financial statements.

[added] During the second quarter of 2025, all of the [added] Pre-Funded Warrants were exercised for 138,930,464 shares of [added] common stock at an exercise price of $0.001 per share for total proceeds of $0.1 million.

Change in fair value of [added] warrant liabilities. Change in fair value of [added] warrant liabilities consists of [added] gains/(losses) that arise from the [added] changes in fair value of the [added] Company's $7.75 Warrant. For the year ended December 31, [added] 2025, the Company had change in fair value of [added] warrant liabilities of $128.1 million as compared to [added] change in fair value of warrant liabilities of $0 for the year ended December 31, [added] 2024 as the $7.75 Warrant originated during the fourth quarter of [added] 2025.

The Company may not redeem the notes prior to December 6, 2028. The Company may redeem for cash all or any portion of the notes (subject to certain limitations), at its option, on or after December 6, 2028 and prior to the 26th scheduled trading day immediately preceding the maturity date, if the last reported sale price of the common stock has been at least 130% of the conversion price for the notes then in effect for at least 20 trading days (whether or not consecutive) during any 30 consecutive trading day period (including the last trading day of such period) ending on, and including, the trading day immediately preceding the date on which the Company provides notice of redemption at a [added] redemption price equal to 100% of the principal amount of the [added] notes to be redeemed, plus accrued and unpaid interest [added] to, but excluding, the redemption date. However, the Company may not redeem less than all of the [added] outstanding notes unless at least $50.0 million aggregate principal amount of notes are outstanding and not called for redemption as of the [added] time we send the related notice of redemption (and after giving effect to the delivery of such notice of redemption).

The [added] following table summarizes the total interest expense and effective interest rate (prior periods only) related to the 3.75% Convertible Senior Notes for the years ended December 31, 2025, 2024 and 2023 (in thousands, except for effective interest rate):

[added] During the year ended December 31, 2025, Yorkville exercised a portion of the [added] 15.00% Secured Debenture Warrant for 26,500,000 shares of the Company's common stock [added] for net proceeds of $36.3 million. As of December 31, 2025, warrants to purchase an additional 5,000,000 shares of common stock [added] remained outstanding under the 15.00% Secured Debenture Warrant.

On [added] March 20, 2025, the Company sold [added] 46,500,000 shares of its common [added] stock, pre-funded warrants (the "Pre-Funded Warrants") to purchase 138,930,464 shares of its common stock and warrants (the "Common Warrants") to purchase 185,430,464 shares of its common stock in a registered direct offering pursuant to an underwriting agreement with several underwriters for aggregate gross proceeds of [added] $279.9 million with $11.9 million of underwriting discounts and $0.5 million of related issuance costs. The Company recorded the common stock, Pre-Funded Warrants and Common Warrants to equity at a fair value equal to the net proceeds of $267.5 million.

● | [added] Long-term debt totaling $1.9 million, of which [added] $0.6 million is due within the next [added] twelve months. See Note [added] 14, "Long-Term Debt," for more details.

In [added] December 2025, Accounting Standards Update 2025-11 ("ASU 2025-11"), Interim Reporting (Topic 270): Narrow-Scope Improvements, was issued to improve [added] the guidance in Topic 270 by improving the navigability of the required interim disclosures and clarifying when that guidance is applicable. The amendments also provide additional guidance on what disclosures should be provided in interim reporting periods and adds to Topic 270 a principle that requires entities to disclose events since the end of the last annual reporting period that have a material impact on the entity. This standard is effective for [added] annual periods, including interim reporting periods within annual reporting periods, beginning after December 15, [added] 2027 with early adoption permitted. The Company has not yet adopted ASU 2025-11 and is still evaluating the impact of the adoption on its consolidated financial statements.

The [added] notes may not be converted prior to the earlier of (i) February 28, 2026 and (ii) the "reserved share effective date" (as defined in the Indenture) (such earlier date, the "conversion limit end date"). On or after the conversion limit end date, the notes are convertible at the option of the [added] holders at any time prior to the close of business on the second scheduled trading day immediately preceding the maturity date. Upon conversion, the Company will pay or deliver, as the case may be, cash, shares of the Company's common stock, or a combination of cash and shares of common stock, at the Company's election, in the manner and subject to the terms and conditions provided in the Indenture; provided that unless and until the reserved share effective date occurs, the Company will settle conversion of notes solely with cash.

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 a high degree of volatility, whose loss to us or general unavailability could have a material adverse effect upon our business and financial condition. For example, although we believe the liquid hydrogen supply challenges of the past improved following the commissioning and ramp-up of additional domestic production capacity, including our Georgia facility, we may again experience similar challenges relating to the availability of hydrogen, including but not limited to suppliers utilizing force majeure provisions under existing contracts as they have in the past, which could negatively impact the amount of hydrogen we are able to provide under certain of our hydrogen supply agreements and other customer agreements. Furthermore, global commodity pricing has been volatile and has been influenced by political events and worldwide economic trends, which has impacted our sourcing strategies, resulting in adverse impacts on our business and financial condition. We have mitigated and are continuing to mitigate these risks by continuing to diversify our supply chain, including diversifying our global supply chain and implementing alternate system architectures that we expect will allow us to source from multiple fuel cell, electrolyzer stack and air supply component vendors. While we continue to invest in our supply chain to improve its resilience with a focus on automation, dual sourcing of critical components, insourcing and localized manufacturing when feasible, we are also working closely with these vendors and other key suppliers on coordinated product introduction plans, product and sales forecasting, strategic inventories, and internal and external manufacturing schedules and levels. However, ongoing changes to, and evolution of, our product designs, including new electrolyzer and liquefaction system configurations, stack design updates and serviceability enhancements, or incorrect forecasting or updates to previously forecasted volumes could present challenges to those strategies despite best efforts in leveraging supplier relationships and capabilities. With respect to production, we are currently operating in an environment of heightened cost pressures driven by tariffs, global energy volatility, and inflation. [added] Despite these external headwinds, we remain focused on structural cost reduction initiatives, leveraging artificial intelligence to analyze detailed cost components across our supply chain, optimize sourcing decisions, and mitigate inflationary impacts on key raw materials. We have a regionally diverse supply chain, and in cases where we have single sourced suppliers (typically due to new technology and products or worldwide shortages due to global demand), we work to engineer alternatives in our product design or develop new supply sources while covering short- and medium-term risks with supply contracts, building up inventory, and development partnerships. However, if we are unable to reduce such inventory, that could tie up working capital.

The [added] Company recorded impairment charges of $8.6 million, $145.4 million and $4.6 million for the years ended December 31, 2025, 2024 and 2023, respectively, related to [added] its right of use assets related to operating [added] leases, net. Refer to Note 21, "Impairment," for further information.

The Company [added] recorded a benefit for loss accrual primarily due to improved pricing structure [added] as well as reductions in cost to service our GenDrive units due to improved stack reliability and increased labor utilization.

[added] On November 21, 2025, the Company issued $431.3 million aggregate principal amount of 6.75% Convertible Senior [added] Notes, including the exercise in full of the initial purchasers' option to purchase up to an additional $56.3 million principal amount of the notes. The notes were issued pursuant to an indenture, dated November 21, 2025 (the "Indenture").

The Company has issued to each of Amazon.com NV Investment Holdings LLC and Walmart warrants to purchase shares of the Company's common stock. The Company presents the provision for common stock warrants within each revenue-related line item on the consolidated statements of operations. This presentation reflects the discount that [added] those common stock warrants represent, and therefore revenue is net of these non-cash charges. The provision of common stock warrants is allocated to the relevant revenue-related line items based upon the expected mix of the [added] revenue for each respective contract. On December 30, 2025, the Company entered into an agreement with Walmart pursuant to which the Company agreed to grant Walmart a contingent, limited-use license to access and use certain escrowed GenKey System-related materials and to forfeit all vested portions of the Walmart warrant and the unvested portions of the Walmart warrant were cancelled. See Note 18, "Share-Based Consideration Payable to a Customer," for further information.

Revenue on liquefaction systems is generally recognized over time when contract performance results in the creation of a product for which we do not have an alternative use and the contract includes an enforceable right to payment in an amount that corresponds directly with the value of the performance completed. In these instances, we use an input measure of progress to determine the amount of revenue to recognize during each reporting period based on the costs incurred to satisfy the performance obligation.[added] Control transfers to the customer over time, and the related revenue is recognized over time as the performance obligation is satisfied.

Cost of revenue - services performed on fuel cell systems and related infrastructure. Cost of revenue from services performed on fuel cell systems and related infrastructure includes the labor, material costs and allocated overhead costs incurred for our product service and hydrogen site maintenance contracts and spare parts. Cost of revenue from services performed on fuel cell systems and related infrastructure for the year ended December 31, 2025 increased $12.6 [added] million, or 21.8%, to $70.4 million compared to $57.8 million for the year ended December 31, 2024. The increase in cost of revenue was primarily due to the sales of service parts discussed above. Included in cost of revenue related to [added] services performed on fuel cell systems [added] and related infrastructure were inventory valuation adjustments of [added] $5.3 million for the year ended December 31, [added] 2025 compared to [added] $0.2 million for the year ended December 31, [added] 2024. The increase in inventory valuation adjustments [added] during the year ended December 31, 2025 was primarily due to higher excess and obsolete inventory adjustments on service-related parts due to demand of the Company's mid-market hydrogen infrastructure offering. Gross margin increased to 25.5% for the year ended December 31, 2025 compared to gross loss of (10.7%) for the year ended December 31, 2024. The increase in gross margin was primarily due to improved pricing and continued improvements on parts.

[added] fuel cell systems related to a decrease in demand in the hydrogen market partially attributable to a lapse in tax credit availability during 2025, which has been reinstated in 2026 through the One Big Beautiful Bill Act ("OBBBA"). Partially offsetting these decreases was an increase in revenue related to electrolyzers of [added] $52.3 million, primarily due to [added] 184 one megawatt equivalent units sold for the year ended December 31, [added] 2025 compared to [added] 153 one megawatt equivalent units sold for the year ended December 31, [added] 2024. The increase in volume of one megawatt equivalent units sold [added] was due to an increase in demand in the European hydrogen market.

With respect to our service business, we have experienced increases in labor, parts and related [added] overhead costs, including impacts from broader inflationary pressures. While these cost headwinds persist, we are implementing cost reduction and operational efficiency initiatives, including engineering advancements, particularly improvements in fuel stack durability and performance, that are expected to mitigate certain service-related cost pressures over time; however, the timing and magnitude of such improvements may vary. If cost trends do not improve as anticipated or if service performance does not meet our expectations, we may [added] be required to record additional service loss provisions in [added] future periods. Although recent commercial engagement and backlog development have shown improvement in certain markets, we expect that bookings, revenue and margin recovery may fluctuate in the near-term while we pursue sales opportunities.[added] The pace of cost improvement and revenue growth will depend on market conditions, customer demand, execution of strategic initiatives and other factors beyond our control.

The amount of provision for [added] common stock warrants recorded as a reduction of revenue during the years ended December 31, [added] 2025 and 2024, respectively, is shown in the table below (in thousands):

Cost of revenue - sales of equipment, related infrastructure and other. Cost of revenue from sales of equipment, related infrastructure and other includes direct materials, labor costs, and allocated overhead costs related to the manufacture of our fuel cells such as GenDrive units and GenSure stationary back-up power units, cryogenic stationary and storage, and electrolyzers, as well as hydrogen fueling infrastructure (referred to at the site level as hydrogen installations). Cost of revenue from sales of equipment, related infrastructure and other for the year ended December 31, 2025 decreased $218.4 million, or 31.4%, to $477.7 million compared to $696.1 million for the year ended December 31, 2024 primarily due to decreases in cost of revenue related to hydrogen site installations, liquefiers, cryogenic equipment, and fuel cell systems related to weakening demand in the hydrogen market in the United States. In addition, there was a decrease in cost of revenue related to electrolyzers primarily due to lower labor and overhead costs, lower direct material costs and a decrease in inventory valuation adjustments related to electrolyzers. During the year ended December 31, 2025, the Company recorded inventory valuation adjustments of $89.9 million compared to $168.3 million during the year ended December 31, 2024. The decrease in inventory valuation adjustments during the year ended December 31, 2025 was primarily due to higher sales prices on recently signed contracts with customers resulting in decreased lower of cost or net realizable valuation adjustments. Management continues to actively manage inventory levels and product mix in light of current market conditions and strategic priorities. [added] Additional inventory valuation adjustments may be required in future periods if market conditions deteriorate further or if the Company makes additional strategic decisions to exit product lines or customer segments. The gross loss generated from sales of equipment, related infrastructure and other [added] decreased to (28.7%) for the year ended December 31, [added] 2025, compared to [added] (78.3%) for the year ended December 31, [added] 2024. The decrease in gross loss was primarily due to [added] the decrease in inventory valuation adjustments described [added] above as well as lower labor and overhead costs and lower direct material costs related to electrolyzers.

[added] During the years ended December 31, [added] 2025, 2024 and 2023, the Company recorded impairment charges of [added] $783.5 million, $949.3 million and $269.5 million, respectively, to impairment in the consolidated statements of operations. The following table reflects the category of impairment charges recorded during the [added] years ended December 31, [added] 2025, 2024 and 2023 (in thousands):

In February 2024, [added] the Company announced a restructuring plan (the "2024 Restructuring Plan"). The 2024 Restructuring [added] Plan included strategic moves to enhance our financial performance and ensure long-term value creation in a competitive market. We began executing the 2024 Restructuring Plan in February 2024 and it was effectively completed during the fourth quarter of 2024.

As of December 31, [added] 2025, total accrued expenses related to restructuring activities were comprised of (1) $0.8 million of [added] employee severance and benefit arrangements and (2) [added] $0.2 million of [added] legal and professional services costs and are expected to be paid during [added] the first quarter of 2026.

Loss on extinguishment of convertible [added] debt instruments and debt. Loss on extinguishment of convertible [added] debt instruments and debt consists of losses that arise from retirement of the Company's convertible [added] debenture, convertible senior notes and debt before maturity.[added] For the year ended December 31, 2025, the Company had loss on extinguishment of convertible debt instruments and debt of $31.5 million as compared to loss on extinguishment of convertible debt instruments and debt of $16.3 million for the year ended December 31, 2024. The losses during 2025 were driven by the difference between the carrying amount of the 15.00% Secured Debenture and 6.00% Convertible Debenture and principal settled in cash, respectively, and premium costs on the 15.00% Secured Debenture and 6.00% Convertible Debenture principal settled in cash, respectively. The losses during 2024 were driven by the exchange of $138.8 million in aggregate principal amount of the Company's 3.75% Convertible Senior Notes for $140.4 million in aggregate principal amount of the Company's 7.00% Convertible Senior Notes.

The Company has finance leases [added] primarily associated with its property and equipment at fueling customer locations.

Other revenue includes sales of electrolyzer engineering and design services. The scope of these services includes establishing and defining project technical requirements, standards and guidelines as well as assistance in scoping and scheduling of large-scale electrolyzer solutions.

[added] Holders of notes may require the Company [added] to repurchase for cash all or any portion of their notes on December 6, 2029 at a repurchase price equal to 100% of the principal amount of notes to be repurchased, plus accrued and unpaid interest to, but excluding, December 6, 2029. In addition, if the Company undergoes a [added] fundamental change (as defined in the Indenture), [added] then, subject to certain conditions and except as set forth in the Indenture, holders may require the Company to repurchase for cash all or any portion of their notes at a repurchase price equal to 100% of the principal amount of the notes to be repurchased, plus accrued and unpaid [added] interest to, but excluding, the fundamental change repurchase date.

On a quarterly basis, we evaluate our product warranty reserve. [added] In conjunction with certain product sales, we provide warranties that cover factors such as non-conformance to specifications and defects in material and design. Generally, sales of equipment and related infrastructure are accompanied by a one to two year standard warranty. These warranties are included in the estimates to complete the related programs. The Company [added] also repairs or replaces certain products or parts found to be defective under normal use and service with an item of equivalent value, at our option, without charge during the warranty period. We quantify and record an estimate for warranty-related costs based on our actual historical claims experience and current repair costs. We adjust accruals as warranty claims data and historical experience warrant. The Company applies a failure rate based on product type on a contract-by-contract basis to determine its product warranty reserve liability. The following table shows the roll forward of product warranty reserve (in thousands):

The [added] Company may not redeem the notes prior to December 6, 2028. The Company may redeem for cash all or any portion of the notes (subject to certain limitations), at its option, on or after December 6, 2028 and prior to the 26th scheduled trading day immediately preceding the maturity date, if the last reported sale price of the common stock [added] has been at least 130% of the conversion price [added] for the notes then in effect for at least 20 trading days (whether or not [added] consecutive) during any 30 consecutive trading day period (including the last trading day [added] of such period) ending on, and including, the trading day immediately preceding the date on which the Company [added] provides notice of redemption at a redemption price equal to 100% of the principal amount of the notes to be redeemed, plus accrued and unpaid interest to, but excluding, the redemption date. However, the Company may not redeem less than all of the outstanding notes unless at least $50.0 million aggregate principal amount of notes are outstanding and not called for redemption as of the time we send the related notice of redemption (and after giving effect to the delivery of such notice of redemption).

The net cash provided by financing activities for the year ended December 31, [added] 2025 and 2024 was $630.0 million and [added] $983.2 million, respectively. The [added] decrease in cash provided by financing activities was primarily driven by [added] a decrease in proceeds from [added] public and private offerings, net of transaction costs, an increase in principal payments on long-term debt and convertible debt instruments and a decrease in proceeds from finance obligations during the year ended December 31, 2025, partially offset by an increase in proceeds from long-term debt, convertible debt instruments and common stock warrants.

[added] In November 2025, the Company [added] used net proceeds from the 6.75% Convertible Senior Notes to repurchase $138.0 million aggregate principal amount of the 7.00% Convertible Senior Notes in addition to $4.6 million of accrued interest. The Company incurred losses on extinguishment of convertible debt instruments and debt of $8.9 million during the year ended December 31, 2025. There were no conversions of the 7.00% Convertible Senior Notes during the [added] years ended December 31, 2025 and 2024.

In February 2024, [added] the Company announced a restructuring plan (the "2024 Restructuring Plan"). The 2024 Restructuring Plan included strategic moves to enhance our financial performance and ensure long-term value creation in a competitive market. We began executing the 2024 Restructuring Plan [added] in February 2024 and it was effectively completed during the fourth quarter of 2024.

Revenue - Power purchase agreements. Revenue from PPAs represents payments received from customers for power generated through the provision of equipment and service. Revenue from PPAs for the year ended December 31, [added] 2025 increased $29.8 million, or [added] 38.2%, to $107.6 million from [added] $77.8 million for the year ended December 31, [added] 2024. The increase in revenue was [added] primarily a result of [added] increases in pricing of our PPAs during the [added] first quarter of 2025.

[added] As of December 31, 2025, the Company had outstanding obligations to Wells [added] Fargo, Pathward and U.S. Bank under several Master Lease Agreements totaling [added] $97.4 million, $59.0 million and [added] $48.0 million, respectively. As of December 31, [added] 2024, the Company had outstanding obligations to Wells Fargo, Pathward and U.S. Bank under several Master Lease Agreements totaling $132.2 million, $56.9 million, and $66.7 million, respectively. These outstanding obligations are included in the operating lease liabilities and finance obligations financial statement line items on the consolidated balance sheets.

The net cash [added] used in investing activities for the year ended December 31, [added] 2025 and 2024 was $139.0 million and [added] $402.4 million, respectively. The [added] decrease in cash used in investing activities was primarily due to a decrease in [added] purchases of long-lived assets and a decrease in cash paid for non-consolidated entities and non-marketable securities during the year ended December 31, 2025.

Cost of revenue - [added] (benefit)/provision for loss contracts related to service. The Company recorded a [added] benefit for loss [added] contracts related to service of ($24.6) million during the year ended December 31, 2025 compared to [added] a provision for loss [added] contracts related to service of $48.5 million during the year ended December 31, [added] 2024. The Company [added] recorded a benefit primarily due to improved pricing structure [added] as well as reductions in cost to service our GenDrive units due to improved stack reliability and increased labor utilization.

Liquid Hydrogen: Liquid hydrogen provides an efficient fuel alternative to fossil-based energy. We produce liquid hydrogen [added] at our production facilities in Tennessee, Georgia and Louisiana and through third-party supply arrangements, utilizing electrolyzer systems and liquefaction systems. Liquid hydrogen supply [added] is used by customers in material handling operations, fuel cell electric vehicle fleets, and stationary power applications.

The Company has an "at-the-market" equity offering program with B. Riley [added] Securities, Inc. ("B. Riley") pursuant to which the Company may, from time to time, offer and sell through or to B. Riley, as sales agent or principal, shares of the Company's common stock, having an aggregate gross sales price of up to $1.0 billion under a sales agreement. [added] On August 15, 2025, the Company and B. Riley [added] amended the "at-the-market" equity offering program to extend the term. The "at-the-market" equity offering program will terminate upon the earliest of (a) August 15, 2027, (b) the sale of all shares of common stock under the program or (c) termination of the sales agreement. On September 29, 2025, the Company and B. Riley amended the [added] "at-the-market" equity offering program to [added] add Yorkville Securities, LLC ("Yorkville") as an additional sales agent and/or principal through which the Company may offer and sell shares pursuant to the "at-the-market" equity offering program. During the year ended December 31, [added] 2025, the Company sold 34,573,529 shares of common stock at a weighted-average sales price of $1.62 per share for gross proceeds of $55.9 million with related issuance costs of $1.0 million through the "at-the-market" equity program offering. As of December 31, [added] 2025, the Company [added] had $944.1 million of aggregate gross sales price of [added] shares available to be sold under the [added] "at-the-market" equity offering program.

The conversion rate [added] of the notes will initially be 333.3333 shares of common stock per $1,000 principal amount of [added] notes, which is equivalent to an initial conversion price of approximately [added] $3.00 per share of common [added] stock. The initial conversion price of the notes represents a premium of approximately [added] 40% over the last reported sale price of [added] $2.14 per share of common stock on [added] The Nasdaq Capital Market on [added] November 18, 2025. The conversion rate [added] for the notes is subject to [added] adjustment under certain circumstances in accordance with the terms of the Indenture. In addition, following certain corporate events that occur prior to the maturity date or if the Company delivers a notice of redemption in respect of the notes, the Company will, in certain circumstances, increase the conversion rate of the notes for a holder who elects to convert its notes in connection with such a corporate event or convert its notes called (or deemed called) for redemption during the related redemption period (as defined in the Indenture), as the case may be.

As of December 31, [added] 2025 and 2024, the gross carrying value of right of use assets associated with finance [added] leases was $60.7 million and [added] $51.8 million, respectively. The accumulated depreciation for these right of use assets was [added] $15.8 million and [added] $12.9 million at December 31, [added] 2025 and 2024, respectively. The Company recorded impairment charges of $2.6 million, $0 and $0 for the years ended December 31, 2025, 2024 and 2023, [added] respectively, related to its right of use assets related to finance leases, net. Refer to Note 21, "Impairment," for further information.

The change in the carrying amount of the [added] 6.75% Convertible Senior Notes for the year ended December 31, [added] 2025 was as follows (in thousands):

Payments received from customers are recorded within deferred revenue and [added] contract assets in the consolidated balance sheets until control is transferred. The related costs of such product and installation is also deferred as a component of deferred cost of revenue in the consolidated balance sheets until control is transferred.

In December 2023, ASU 2023-09, Improvements to Income Tax Disclosures, was issued to require public business entities to annually disclose specific categories in the rate reconciliation and provide additional information for reconciling items that meet a quantitative threshold. Additionally, annual disclosures on income taxes paid will be required[added] to be further disaggregated by federal, state, and foreign taxes. This update is effective for annual periods beginning after December 15, 2024. The Company has adopted the standard on a retrospective basis. Refer to Note 22, "Income Taxes."

We provide our products and solutions worldwide through our direct sales force, and by leveraging relationships with original equipment manufacturers ("OEMs") and their dealer networks. Plug is currently targeting [added] Europe, Australia, North America [added] and select international markets (including parts of Asia) for expansion in adoption of its hydrogen and electrolyzer solutions.

Change in fair value of contingent consideration. The change in fair value of contingent consideration is related to earnouts for the [added] Joule Processing LLC ("Joule") and Frames Holding B.V. ("Frames") acquisitions. The change in fair value for the year ended December 31, [added] 2025 and 2024 was ($23.5) million and [added] ($15.8) million, respectively. The decrease was primarily due a decrease in the fair value of contingent consideration for Joule's earn-out of [added] $21.2 million during the year ended December 31, [added] 2025 due to changes in management [added] assumptions resulting from strategic planning the Company performed in the fourth quarter of 2025.

Cost of revenue - [added] power purchase agreements. Cost of revenue from PPAs includes depreciation of assets utilized and service costs to fulfill PPA obligations and interest costs associated with certain financial institutions for leased equipment. Cost of revenue from PPAs for the year ended December 31, [added] 2025 decreased $38.2 million, or [added] 17.6%, to $178.7 million from [added] $216.9 million for the year ended December 31, [added] 2024. The decrease in cost was primarily [added] due a decrease in operating leases costs as a result of the Company's 2024 impairment charges as well as a reduction in parts due to continued improvements. Gross loss decreased to (66.2%) for the year ended December 31, [added] 2025 compared to [added] (178.7%) for the year ended December 31, [added] 2024. The decrease in gross loss was primarily due to improved pricing, continued improvements in part costs as well as the cumulative catch-up adjustment resulting from a modification of a PPA with a customer discussed above.

Common stock warrants accounted for as equity instruments represent the warrants issued to Amazon and Walmart as discussed in Note [added] 18, "Share-Based Consideration Payable to a Customer." The Company adopted FASB ASU 2019-08, Compensation - Stock Compensation (Topic 718) and Revenue from Contracts with Customers (Topic 606), which requires entities to measure and classify share-based payment awards granted to a customer.[added] On December 30, 2025, the Company entered into an agreement with Walmart in which Walmart agreed to forfeit all vested portions of the Walmart Warrant. The unvested portions of the Walmart Warrant were cancelled and accordingly, no shares of common stock will become issuable by the Company in connection with the Walmart Warrant.

Impairment. The Company recorded [added] impairment charges of $785.4 million for the year ended December 31, [added] 2025 compared to [added] $949.3 million for the year ended December 31, [added] 2024. Impairment charges during the years ended December 31, 2025 and 2024 primarily related to the Company failing to meet [added] 2025 and 2024 sales and margin [added] projections, respectively, as well as decreased future cash flow projections across certain product [added] lines. The decrease in cash flow [added] projections was primarily due to weakening demand in the global hydrogen market. As a result, the Company tested the recoverability of its long-lived assets and finite-lived intangibles by comparing the carrying values against undiscounted future cash flow projections and determined that an impairment existed.

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 a high degree of volatility, whose loss to us or general unavailability could have a material adverse effect upon our business and financial condition. For example, although we believe the liquid hydrogen supply challenges of the past [added] improved following the commissioning and ramp-up of additional domestic production capacity, including our Georgia facility, we may again experience similar challenges relating to the availability of hydrogen, including but not limited to suppliers utilizing force majeure provisions under existing contracts as they have in the past, which could negatively impact the amount of hydrogen we are able to provide under certain of our hydrogen supply agreements and other customer agreements. Furthermore, global commodity pricing has been volatile and has been influenced by political events and worldwide economic trends, which has impacted our sourcing strategies, resulting in adverse impacts on our business and financial condition. We have mitigated and are continuing to mitigate these risks by continuing to diversify our supply chain, including diversifying our global supply chain and implementing alternate system architectures that we expect will allow us to source from multiple fuel cell, electrolyzer stack and air supply component vendors. While we continue to invest in our supply chain to improve its resilience with a focus on automation, dual sourcing of critical components, insourcing and localized manufacturing when feasible, we are also working closely with these vendors and other key suppliers on coordinated product introduction plans, product and sales forecasting, strategic inventories, and internal and external manufacturing schedules and levels. However, ongoing changes to, and evolution of, our product designs, including new electrolyzer and liquefaction system configurations, stack design updates and serviceability enhancements, or incorrect forecasting or updates to previously forecasted volumes could present challenges to those strategies despite best efforts in leveraging supplier relationships and capabilities. With respect to production, we are currently operating in an environment of heightened cost pressures driven by tariffs, global energy volatility, and inflation.

Restructuring. Expenses related to [added] restructuring activities for the year ended December 31, [added] 2025 increased $17.7 million, or 217.1%, to $25.9 million from $8.2 million for the year ended December 31, 2024. The increase was due to severance and benefits related to the [added] 2025 Restructuring Plan, which impacted more employees than the 2024 Restructuring Plan.

Revenue associated with fuel delivered to customers represents the sale of hydrogen to customers that has been purchased by the Company from a third party or generated at our hydrogen production plants. [added] Depending on the terms of the contract, revenue is recognized either upon delivery or upon consumption. The stand-alone selling price is not estimated because it is sold separately and therefore directly observable.

Change in fair value of [added] convertible debt instruments and debt. Change in fair value of [added] convertible debt instruments and debt consists of losses that arise from the changes in fair value of the Company's [added] 6.75% Convertible Senior Notes, 6.00% Convertible [added] Debenture and 15.00% Secured Debenture. For the year ended December 31, [added] 2025, the Company had change in fair value of [added] convertible debt instruments and debt of $32.9 million as compared to change in fair value of [added] convertible debt instruments and debt of $3.4 million for the year ended December 31, [added] 2024. These losses are driven from the fair value changes that arose from the re-measurement of the Company's [added] 6.75% Convertible Senior Notes and 15.00% Secured Debenture during the year ended December 31, 2025 compared to its fair value upon issuance as well as re-measurement of the Company's 6.00% Convertible Debenture during the years ended December 31, [added] 2025 and 2024 compared to its fair value upon issuance.

[added] In prior periods, the Company entered into sale/leaseback transactions that were accounted for as financing [added] transactions and reported as part of finance obligations. The outstanding balance of the Company's finance obligations related to sale/leaseback transactions as of December 31, [added] 2025 was $68.7 million, $7.0 million and [added] $61.7 million of which was classified as short-term and long-term, [added] respectively, on the accompanying consolidated balance sheets with a residual value of [added] $39.9 million. The outstanding balance of the Company's finance obligations related to sale/leaseback transactions as of December 31, [added] 2024 was $70.7 million, $5.6 million and [added] $65.1 million of which was classified as short-term and long-term, [added] respectively, on the accompanying consolidated balance sheets with [added] a residual value of $37.7 million.

[added] In March 2025, the Company announced initiatives to reduce [added] its workforce, realign [added] its manufacturing footprint and streamline [added] its organization to enhance operational efficiency and improve overall [added] liquidity (the "2025 Restructuring Plan"). We began executing the 2025 Restructuring Plan [added] in March 2025 and it was effectively completed during the fourth quarter of 2025.

GenSure: GenSure is our stationary fuel cell solution providing scalable, modular PEM fuel cell power to support [added] applications on both a small and large power scale. For smaller applications, Plug's Low Power GenSure supports backup and grid-support applications of the telecommunications, transportation, and utility [added] sectors. Our High Power [added] GenSure product line supports large scale stationary [added] power, EV charging infrastructure, and data center markets.

During the fourth quarter of [added] 2025, the Company determined that its previously forecasted sales and margin projections [added] for 2025 were unlikely to be [added] achieved. Additionally, during the fourth quarter of [added] 2025, the Company conducted a strategic review of its product lines and updated future sales and related cash flow projections for certain product lines. As a result, [added] cash flow projections for several of the Company's asset groups were reduced during the fourth quarter of [added] 2025, which indicated that the carrying [added] amounts of certain long-lived assets (including property, plant, and equipment, equipment related to power purchase agreements and fuel delivered to customers, and right of use assets related to operating leases) and finite-lived intangible assets may not be recoverable.[added] Additionally, during the third quarter of 2025 certain product lines experienced changes in their prospective sales pipelines, and the Company identified impairment of its long-lived assets and contract assets during its quarterly impairment analysis.

On January 17, 2024, the Company entered into the Original ATM Agreement with B. Riley, pursuant to which the Company may, from time to time, offer and sell through or to B. Riley, as sales agent or principal, shares of the Company's common stock, having an aggregate gross sales price of up to $1.0 billion. On February 23, 2024 and November 7, 2024, the Company [added] and B. Riley amended the ATM [added] Sales Agreement to, among other things, increase the [added] aggregate offering price of shares of common stock available for [added] issuance under the [added] program to $1.0 billion. On August 15, 2025, the Company and B. Riley amended the ATM Sales Agreement to [added] extend the term to August 15, 2027. On September 29, 2025, the Company and B. Riley amended the "at-the-market" equity offering program to add Yorkville as an additional sales agent and/or principal through which the Company may offer and sell shares pursuant to the "at-the-market" equity offering program. During the year ended December 31, [added] 2025, the Company sold [added] 34,573,529 shares of common stock at a weighted-average sales price of [added] $1.62 per share for gross proceeds of [added] $55.9 million with related issuance costs of [added] $1.0 million through the "at-the-market" equity offering program. As of December 31, [added] 2025, the Company had [added] $944.1 million of aggregate gross sales price of shares available to be sold under the "at-the-market" equity offering program.

The following table summarizes the total interest expense and effective interest rate related to the [added] 6.75% Convertible Senior Notes [added] during the year ended December 31, [added] 2025 (in thousands, except for [added] the effective interest rate):

Cost of revenue - services performed on fuel cell systems and related infrastructure. Cost of revenue from services performed on fuel cell systems and related infrastructure includes the labor, material costs and allocated overhead costs incurred for our product service and hydrogen site maintenance contracts and spare parts. Cost of revenue from services performed on fuel cell systems and related infrastructure for the year ended December 31, [added] 2025 increased $12.6 million, or 21.8%, to $70.4 million compared to $57.8 million for the year ended December 31, 2024. The increase in cost of revenue was primarily due to the sales of service parts discussed above. Included in cost of revenue related to services performed on fuel cell systems and related infrastructure were inventory valuation adjustments of $5.3 million for the year ended December 31, 2025 compared to $0.2 million for the year ended December 31, 2024. The increase in inventory valuation adjustments during the year ended December 31, 2025 was primarily due to higher excess and obsolete inventory adjustments on service-related parts due to demand of the Company's mid-market hydrogen infrastructure offering. Gross margin increased to 25.5% for the year ended December 31, 2025 compared to gross loss of (10.7%) for the year ended December 31, 2024. The increase in gross margin was primarily due to improved pricing and continued improvements on parts.

The Company recorded [added] $0.4 million of income tax [added] expense and $2.7 million of income tax benefit for the year ended December 31, [added] 2025 and 2024, respectively. The income tax [added] expense for the year ended December 31, [added] 2025 was primarily attributable to current tax incurred in foreign jurisdictions. The Company has not changed its overall conclusion with respect to the need for a valuation allowance against its net deferred tax assets in the [added] United States, which remain fully reserved. Except for a few service entities mainly in Europe, all deferred tax assets are offset by a full valuation allowance because it is more likely than not that the tax benefits of the net operating loss carryforwards and other deferred tax assets will not be realized. As of December 31, [added] 2025, the Company's Netherlands subsidiary [added] maintains a full valuation allowance on its deferred tax assets that will not be realized.

The Company [added] produces hydrogen fuel [added] onsite or purchases hydrogen fuel from suppliers and sells [added] it to its customers. Revenue and cost of revenue related to this fuel is included in the respective fuel delivered to customers and related equipment lines on the consolidated statements of operations.

Revenue - sales of equipment, related infrastructure and other. Revenue from sales of equipment, related infrastructure and other represents sales of our GenDrive units, GenSure stationary backup power units, cryogenic stationary and storage, hydrogen liquefaction systems, electrolyzers and hydrogen fueling infrastructure [added] (referred to at the site level as hydrogen [added] installations). Revenue from sales of equipment, related infrastructure and other for the year ended December 31, [added] 2025 decreased $19.2 million, or [added] 4.9%, to $371.1 million from [added] $390.3 million for the year ended December 31, [added] 2024 primarily due to decreases in revenue related to hydrogen site installations, liquefiers, cryogenic equipment, and

[added] In 2024, the Company determined that it [added] qualified for the Section 48 ITC for Qualified Fuel Cell Properties of Energy Storage Technologies related to its hydrogen storage and liquefaction [added] assets. A base rate credit of 6% is available to qualified energy storage property in the year that it is placed in-service, with availability of increased credit rates if the property qualifies. The Company determined that it qualified for a rate credit of 30%. As the ITC is considered a transferable tax credit, the Company [added] accounts for it as a grant related to assets. Therefore, the ITC [added] will be recognized as a reduction to [added] its hydrogen storage and liquefaction assets cost-basis, recognized within the [added] property, plant, and equipment, [added] net financial statement line item of the consolidated balance sheets, which will reduce future depreciation over the next 30 years. The amount of the ITC, which [added] was recognized in the prepaid expenses, tax credits, and other current assets financial statement line item of the consolidated balance sheets as of December 31, 2025 and 2024, was $0 and $31.3 million, respectively. See "Risk Factors - Regulatory Risks - The reduction or elimination of government subsidies and economic incentives for alternative energy technologies, or the failure to renew such subsidies and incentives, could reduce demand for our products, lead to a reduction in our revenues, and adversely impact our operating results and liquidity."

[added] The Company has also entered into a Standby Equity Purchase Agreement [added] (the "SEPA") with Yorkville, pursuant to which the Company has the right, at its option, to sell to Yorkville up to $1.0 billion in the aggregate gross sales [added] price of its common stock, subject to certain limitations and conditions set forth therein. The Company has the right, but not the obligation, from time to time at its sole discretion to direct Yorkville to purchase directly from the Company up to $10.0 million [added] in the aggregate gross sales price of its common stock on any trading day.[added] The SEPA expires on February 10, 2027. During the year ended December 31, 2025, the Company sold no shares of common stock pursuant to the SEPA.

Cost of revenue - sales of equipment, related infrastructure and other. Cost of revenue from sales of equipment, related infrastructure and other includes direct materials, labor costs, and allocated overhead costs related to the manufacture of our fuel cells such as GenDrive units and GenSure stationary back-up power units, cryogenic stationary and storage, and electrolyzers, as well as hydrogen fueling infrastructure [added] (referred to at the site level as hydrogen [added] installations). Cost of revenue from sales of equipment, related infrastructure and other for the year ended December 31, [added] 2025 decreased $218.4 million, or [added] 31.4%, to $477.7 million compared to [added] $696.1 million for the year ended December 31, [added] 2024 primarily due to decreases in cost of revenue related to hydrogen site installations, liquefiers, cryogenic equipment, and fuel cell [added] systems related to weakening demand in the hydrogen market in the United States. In addition, there was a decrease in cost of revenue related to electrolyzers primarily due to lower labor and overhead costs, lower direct material costs and a decrease in inventory valuation adjustments related to electrolyzers. During the year ended December 31, 2025, the Company recorded inventory valuation adjustments of $89.9 million compared to $168.3 million during the year ended December 31, 2024. The decrease in inventory valuation adjustments during the year ended December 31, 2025 was primarily due to higher sales prices on recently signed contracts with customers resulting in decreased lower of cost or net realizable valuation adjustments. Management continues to actively manage inventory levels and product mix in light of current market conditions and strategic priorities. Additional inventory valuation adjustments may be required in future periods if market conditions deteriorate further or if the Company makes additional strategic decisions to exit product lines or customer segments. The gross loss generated from sales of equipment, related infrastructure and other decreased to (28.7%) for the year ended December 31, 2025, compared to (78.3%) for the year ended December 31, 2024. The decrease in gross loss was primarily due to the decrease in inventory valuation adjustments described above as well as lower labor and overhead costs and lower direct material costs related to electrolyzers.

Revenue - services performed on fuel cell systems and related infrastructure. Revenue from services performed on fuel cell systems and related infrastructure represents revenue earned on our service and maintenance contracts and sales of spare parts. Revenue from services performed on fuel cell systems and related infrastructure for the year ended December 31, [added] 2025 increased $42.3 million, or [added] 81.1%, to $94.5 million from [added] $52.2 million for the year ended December 31, [added] 2024. The increase in revenue from services performed on fuel cell systems and related infrastructure was primarily due to [added] sales of service parts of $27.1 million, increases in pricing of our service agreements during the [added] second quarter of 2024 and an increase in the scope of services provided to certain customers. Partially offsetting this increase in revenue was an increase in the provision for common stock warrants recorded as a reduction of revenue, which increased to [added] $10.6 million for the year ended December 31, [added] 2025 compared to [added] $4.9 million for the year ended December 31, [added] 2024.

Other income/(expense), net. Other income/(expense), net primarily consists of gains and losses related to energy [added] contracts and foreign currency transactions. Other income, net increased [added] $27.6 million, or [added] 138.1%, during the year ended December 31, [added] 2025 as compared to the year ended December 31, [added] 2024. The increase was primarily due to [added] gains related to [added] foreign currency transactions of $15.2 million during the year ended December 31, 2025 compared to losses related to foreign currency [added] transactions of $13.0 million during the year ended December 31, 2024.

The net cash used in operating activities for the year ended December 31, [added] 2025 and 2024 was $535.8 million and [added] $728.6 million, respectively. This decrease in net cash used in operating activities was primarily due to [added] a decrease in net loss and an increase in [added] cash provided by accounts payable, accrued expenses, and other [added] liabilities, partially offset by a decrease in [added] cash provided by inventory and accounts receivable as well as an increase in cash used in contract assets.

As of December 31, [added] 2025, the Company had operating leases, as lessee, primarily associated with sale/leaseback transactions that are partially secured by restricted cash, security deposits and pledged escrows as summarized below. These leases expire over the next one to [added] five years. Minimum rent payments under operating leases are recognized on a straight-line basis over the term of the lease.

Asset groups are the unit of account for a long-lived asset or assets to be held and used which represent the lowest level for which identifiable cash flows are largely independent of other groups of assets and liabilities. The decrease in cash flow projections for several asset groups was largely attributed to several factors, including the Company failing to meet [added] 2025 sales and margin projections as well as decreased future cash flow projections across certain product lines including stationary, liquefiers and fuel [added] cells. Additionally, in November 2025, the Company announced that it [added] has suspended activities associated with the Department of Energy loan program. This pause, as well as the decrease in cash flow projections, was primarily due to weakening demand in the global hydrogen market. As a result, the Company tested the recoverability of its long-lived assets and finite-lived intangibles by comparing the carrying values against undiscounted future cash flow projections and determined that an impairment existed.

Selling, general and administrative. Selling, general and administrative expenses include cash and non-cash compensation, benefits, amortization of intangible assets and related costs in support of our general corporate functions, including general management, finance and accounting, human resources, selling and marketing, information technology and legal services. Selling, general and administrative expenses for the year ended December 31, [added] 2025 increased $3.5 million, or [added] 0.9%, to $379.6 million from [added] $376.1 million for the year ended December 31, [added] 2024. The increase was primarily due to [added] costs related to the renegotiation of a supplier arrangement that previously contained minimum purchase requirements of $40.3 million. Partially offsetting this increase, there was a decrease in stock compensation expense of approximately $31.7 related to stock compensation forfeitures resulting from the 2025 Restructuring Plan as well as a reduction in employee salaries and benefits of approximately $6.9 million.

Revenue - fuel delivered to customers and related equipment. Revenue associated with fuel and related equipment delivered to customers represents the sale of hydrogen that has been purchased by the Company from a third party or generated at our hydrogen production plants. Revenue associated with fuel delivered to customers for the year ended December 31, [added] 2025 increased $35.5 million, or [added] 36.3%, to $133.4 million from [added] $97.9 million for the year ended December 31, [added] 2024. The increase in revenue was primarily due to increased fuel prices negotiated with certain customers during the second quarter of [added] 2024 as well as an increase in the [added] number of customer sites with fuel contracts, which increased [added] by 28 sites during the year ended December 31, [added] 2025.

Loss on equity method investments. Loss on equity method investments consists of our interest in HyVia, which [added] was our 50/50 joint venture with Renault, [added] SK Plug Hyverse, which was our 49/51 joint venture with [added] SK Innovation, AccionaPlug S.L., which is our [added] 50/50 joint venture with [added] Acciona, and Clean H2 Infra Fund. For the year ended December 31, [added] 2025, the Company recorded a loss of [added] $55.1 million on equity method investments as compared to a loss of [added] $32.2 million for the year ended December 31, [added] 2024. The increase in loss on equity method investments was primarily due to the Company recording an other-than-temporary impairment loss of $42.5 million related to the Company's investment in SK Plug Hyverse due to a decline in market conditions during the second quarter of 2025. The increase in loss on equity method investments was partially offset by the Company recording no losses related to HyVia during the year ended December 31, 2025 as the joint venture entered into receivership proceedings during the fourth quarter of 2024.

In 2017, in separate transactions, the Company issued a warrant to each of Amazon and Walmart to purchase up to 55,286,696 shares of the Company's common stock, subject to certain vesting events described below under "Common Stock Transactions - Amazon Transaction Agreement in 2017" and "Common Stock Transactions - Walmart Transaction [added] Agreement." The Company recorded a portion of the estimated fair value of the warrants as a reduction of revenue based upon the projected number of shares of common stock expected to vest under the warrants, the proportion of purchases by Amazon, Walmart and their affiliates within the period relative to the aggregate purchase levels required for vesting of the respective warrants, and the then-current fair value of the warrants.[added] On December 30, 2025, the Company entered into an agreement with Walmart in which Walmart agreed to forfeit all vested shares of the Company's common stock related to the Walmart warrant and the unvested portions of the Walmart warrant were cancelled. Accordingly, no shares of common stock will become issuable by the Company in connection with the Walmart warrant.

In connection with certain of the noted sale/leaseback agreements, cash of [added] $352.3 million and [added] $476.2 million, respectively, was required to be restricted as security as of December 31, [added] 2025 and 2024, which will be released over the lease term. As of December 31, [added] 2025 and 2024, the Company also had certain letters of credit [added] and bank guarantees backed by security deposits totaling [added] $193.1 million and [added] $285.1 million, respectively, of which [added] $159.6 million and [added] $242.7 million are security for the above noted sale/leaseback agreements, respectively, and [added] $33.5 million and [added] $42.4 million are customs related letters of [added] credit and bank guarantees, respectively.

The consolidated financial statements of the Company have been prepared in conformity with U.S. generally accepted accounting principles, which require management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. On an on-going basis, we evaluate our estimates and judgments, including but not limited to those related to revenue recognition, valuation of [added] inventories, valuation of long-lived assets, valuation of [added] investments, valuation of [added] convertible senior notes and long-term debt, accrual for service loss contracts, operating and finance leases, common stock warrants, stock-based [added] compensation and contingencies. We base our estimates and judgments on historical experience and on various other factors and assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about (1) the carrying values of assets and liabilities and (2) the amount of revenue and expenses realized that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions.

Payment terms for sales of fuel cells, infrastructure, and service to customers are typically 30 to 90 days from shipment of the goods. Payment terms on electrolyzer systems are typically based on achievement of milestones over the term of the contract with the customer. Service is prepaid upfront in a majority of the arrangements. The Company does not adjust the transaction price for a significant financing component when the performance obligation is expected to be fulfilled within a year.

Interest expense. Interest expense consists of interest expense related to our long-term debt, convertible senior notes, obligations under finance leases and our finance obligations. Interest expense for the year ended December 31, [added] 2025 increased $18.5 million, or [added] 39.7%, compared to the year ended December 31, [added] 2024. The increase was primarily due to an increase in the average balance of the Company's debt during the year ended December 31, [added] 2025.

In November 2024, ASU 2024-04, Debt with Conversion and Other [added] Options ("ASU 2024-04"), was issued to improve the relevance and consistency in application of the induced conversion guidance in Subtopic 470-20. This standard is effective for annual periods beginning after December 15, 2025, including interim periods within those fiscal years. The [added] adoption of this standard is not expected to have a material impact on the Company's consolidated financial statements.

Cost of revenue - fuel delivered to customers and related equipment. Cost of revenue from fuel delivered to customers and related equipment represents the purchase of hydrogen from suppliers and internally produced hydrogen that is ultimately sold to customers. Cost of revenue from fuel delivered to customers for the year ended December 31, [added] 2025 increased $19.3 million, or [added] 8.4%, to $248.1 million from [added] $228.8 million for the year ended December 31, [added] 2024. The increase was primarily due to [added] the increase in [added] the number of customer sites with fuel contracts discussed above. Included in cost of revenue related to fuel delivered to customers and related equipment were inventory valuation adjustments of [added] $1.9 million for the year ended December 31, [added] 2025 compared to [added] $3.5 million for the year ended December 31, [added] 2024. Gross loss decreased to [added] (85.9%) during the year ended December 31, [added] 2025 compared to [added] (133.8%) during the year ended December 31, [added] 2024, primarily due to favorable fuel rates negotiated with certain customers, lower costs of purchased [added] fuel and an increase in fuel internally produced by the [added] Company.

The Organization for Economic Co-operation and Development Inclusive Framework on Base Erosion and Profit Shifting [added] established a global minimum corporate tax rate of 15% on multi-national corporations, commonly referred to as the Pillar Two [added] rules, which have been agreed upon in principle by over 140 countries. While the United States has not adopted the Pillar Two rules, numerous foreign countries have enacted legislation to implement the Pillar Two rules, effective January 1, 2024, or are expected to enact similar legislation. As of December 31, [added] 2025, the Company did not meet the consolidated revenue threshold and is not subject to the [added] OECD Global Anti-Base Erosion ("GloBE") Model Rules under Pillar Two. The Company will continue to monitor the implementation of [added] such rules in the jurisdictions in which it operates.

In March 2024, the SEC issued Release No. 33-11275, The Enhancement and Standardization of Climate-Related Disclosures for Investors, which includes final rules that enhance the transparency of climate-related disclosures and require companies to disclose material climate-related risks; activities to mitigate or adapt to such risks; information about the board of directors' oversight of climate-related risks and management's role in managing material climate-related risks; and information on any climate-related targets or goals that are material to the registrant's business, results of operations, or financial condition. As a large accelerated filer, most disclosure requirements are effective for the Company beginning with the year ending December 31, 2025. The SEC has been the subject of various lawsuits since adopting these rules. As a result of ongoing litigation, the SEC issued an order in April 2024 to stay the effectiveness of the rules while judicial review is pending. We are continuing to monitor developments associated with these rules and are currently evaluating the impact of these rules on our consolidated financial statements and related disclosures.

Interest income. Interest income primarily consists of income generated by our investment holdings, restricted cash escrow accounts, and money market accounts. Interest income for the year ended December 31, [added] 2025 decreased $11.3 million, or [added] 36.7%, compared to the year ended December 31, [added] 2024. The decrease during the year ended December 31, [added] 2025 compared to December 31, [added] 2024 was primarily due to the [added] decrease in the Company's [added] average restricted cash balance during 2025.

While we continue to develop commercially viable hydrogen and fuel cell product solutions, we have expanded our offerings to support a variety of commercial operations that can be powered with clean hydrogen. We provide electrolyzers that allow customers - such as refineries, producers of chemicals, steel, fertilizer and commercial refueling stations - to generate hydrogen on-site. We are focusing our efforts on (a) industrial mobility applications, including electric forklifts and electric industrial vehicles, at multi-shift high volume manufacturing and high throughput distribution sites where we believe our products and services provide a unique combination of productivity, flexibility, and environmental benefits; [added] and (b) production of [added] hydrogen. Plug expects to support these products and customers with an ecosystem of vertically integrated products that produce, transport, store and handle, dispense, and use hydrogen for mobility and power applications.

Research and development. Research and development expenses include: materials to build development and prototype units, cash and non-cash compensation and benefits for the engineering and related staff, expenses for contract engineers, fees paid to consultants for services provided, materials and supplies consumed, facility related costs such as computer and network services, and other general overhead costs associated with our research and development activities. Research and development expense for the year ended December 31, [added] 2025 decreased $19.2 million, or [added] 24.9%, to $58.0 million from [added] $77.2 million for the year ended December 31, [added] 2024. The decrease was primarily due to headcount reductions [added] resulting from the 2025 Restructuring Plan as well as a decrease in [added] materials consumed.