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

No corresponding language in the FY2024 10-K.

No corresponding language in the FY2024 10-K.

No corresponding language in the FY2024 10-K.

No corresponding language in the FY2024 10-K.

No corresponding language in the FY2024 10-K.

No corresponding language in the FY2024 10-K.

No corresponding language in the FY2024 10-K.

No corresponding language in the FY2024 10-K.

[removed] The delays in the implementation of a new enterprise resource planning ("ERP") system in 2024 could impede our ability to manufacture products, order materials, generate management reports, invoice customers, and comply with laws and regulations. Any of these types of disruptions could have a material adverse effect on our net sales and profitability. In addition, the implementation of the new ERP system will require significant investment of human and financial resources. We may experience delays, increased costs and other difficulties, including potential design defects, miscalculations, testing requirements, re-work due to changes in business plans or reporting standards, and the diversion of management's attention from day-to-day business operations. Extended delays could include operational risk, including cybersecurity risks, and other complications. If we are unable to implement the new ERP system as planned, the effectiveness of our internal control over financial reporting could be adversely affected, our ability to assess those controls adequately could be delayed, and our business, results of operations, financial condition and cash flows could be negatively impacted.

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. Our testing may reveal deficiencies in our internal control over financial reporting that are deemed to be material weaknesses. If we fail to maintain effective internal [removed] control over financial reporting, we may not be able to accurately report our financial results in a timely manner or prevent fraud and be subject to fines, penalties or judgments, which can harm our reputation or otherwise cause a decline in investor confidence.

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, no longer have available funding, may be implemented differently by changes in administrative agencies, or require renewal by the applicable authority. For example, the IRA contained hundreds of billions in credits and incentives for the development of renewable energy, clean hydrogen, clean fuels, EVs and supporting infrastructure and carbon capture and sequestration, among other provisions. The IRA contains numerous tax incentives relevant to us, including: (i) the Section 45V Credit for Production of Clean Hydrogen, 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; (ii) the extension and amendment of the Section 48 Investment Tax Credit ("ITC") through 2024 for fuel cells and energy storage property; (iii) and the new Section 48E Clean Electricity Investment Tax Credit, which provides a tax credit for investment in facilities that generate "zero emissions" electricity or store energy, among other provisions. In the more than two years since enactment, numerous rulemakings have imposed additional, and sometime unanticipated, strictures on IRA incentives. As discussed below, the impact of these regulatory requirements - namely the Company's ability to qualify for IRA incentives, is still not fully known. Further, it is uncertain how the new political administration will interpret and implement the IRA - in particular, for recently published regulations immediately predating the change in political administration. The Trump administration may seek to jettison recently promulgated regulations, and further, Congress may similarly seek to review certain Biden administration regulations or entirely repeal enactments and programs under the IRA or the Infrastructure Investment & Jobs Act ("IIJA"). Relatedly, the Trump administration's executive orders suspending disbursements under the IRA and/or IIJA may have materially adverse impact on the Company. [removed] The scope and impact of this executive order are unknown; however, the Company has substantially relied upon numerous tentative forms of federal incentives under the IRA and/or IIJA, including but not limited to grants for R&D activities, programmatic funding, and direct pay tax incentives. Depending upon the breath of implementation, the executive order could have a materially adverse impact on the Company.

[removed] Similarly, the Company's fuel cell products may not qualify for any investment tax credit. The final regulations for the Section 48E Clean Electricity Investment Credit provide onerous strictures for fuel cell credit eligibility - namely compliance with the credit's "zero emissions" criteria, which could likely require a fuel cell's exclusive use of electrolytic hydrogen. There is no guarantee that the Company will be able to comply with Section 48E's proposed standards for fuel cells. The effect of the final regulations on our business is not yet known but if we are not able to comply with the final eligibility requirements and our competitors are able to do so, our business may be adversely affected. Concurrently, the preexisting Section 48 ITC was only available for fuel cells projects beginning construction before January 1, 2025. There is no guarantee that Congress will seek to extend the recently expired Section 48 ITC for fuel cells. As a result of the Section 48E final regulations, compounded with the expiration of the Sectio 48 ITC for fuel cells, no federal investment tax credit may be available for the Company's fuel cell products.

[removed] In conjunction with the pricing of the 3.75% Convertible Senior Notes, the Company entered into privately negotiated capped call transactions (the "3.75% Notes Capped Call") with certain counterparties at a price of $16.3 million. The 3.75% Notes Capped Call cover, subject to anti-dilution adjustments, the aggregate number of shares of the Company's common stock that underlie the initial 3.75% Convertible Senior Notes and is generally expected to reduce potential dilution to the Company's common stock upon any conversion of the 3.75% Convertible Senior Notes and/or offset any cash payments the Company is required to make in excess of the principal amount of the converted notes, as the case may be, with such reduction and/or offset subject to a cap based on the cap price. The cap price of the 3.75% Notes Capped Call is initially $6.7560 per share, which represents a premium of approximately 60% over the last then-reported sale price of the Company's common stock of $4.11 per share on the date of the transaction and is subject to certain adjustments under the terms of the 3.75% Notes Capped Call. The 3.75% Notes Capped Call becomes exercisable if the conversion option is exercised.

[removed] The option counterparties are financial institutions or affiliates of financial institutions and are subject to the risk that one or more of such option counterparties may default under the convertible note hedge transactions. Our exposure to the credit risk of the option counterparties is not secured by any collateral. If any option counterparty becomes subject to bankruptcy or other insolvency proceedings, we will become an unsecured creditor in those proceedings with a claim equal to our exposure at that time under our transactions with that option counterparty. Our exposure will depend on many factors but, generally, an increase in our exposure will be correlated to an increase in our common stock market price and in the volatility of the market price of our common stock. In addition, upon a default by an option counterparty, we may suffer adverse tax consequences and dilution with respect to our common stock. We can provide no assurance as to the financial stability or viability of any option counterparty.

[removed] Under Accounting Standards Codification ("ASC") 470-20, Debt with Conversion and Other Options, or ASC 470-20, an entity must separately account for the liability and equity components of the convertible debt instruments (such as the 7.00% Convertible Senior Notes or the 3.75% Convertible Senior Notes) that may be settled entirely or partially in cash upon conversion in a manner that reflects the issuer's economic interest cost. The effect of ASC 470-20 on the accounting for the convertible senior notes is that the equity component is required to be included in the additional paid-in capital section of stockholders' equity on our consolidated balance sheets at the issuance date and the value of the equity component would be treated as debt discount for purposes of accounting for the debt component of the convertible senior notes. As a result, we are required to record a non-cash interest expense as a result of the amortization of the discounted carrying value of the convertible senior notes to their face amount over the term of the convertible senior notes. As a result, we report larger net losses (or lower net income) in our financial results because ASC 470-20 requires interest to include the amortization of the debt discount, which could adversely affect our reported or future financial results or the trading price of our common stock.

[removed] Sales of substantial amounts of our common stock in the public market, or the perception that these sales could occur, could reduce the market price of our common stock to decline. In addition, the conversion of the notes or preferred stock 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.

Our contracts are primarily denominated in U.S. dollars, and therefore substantially all of our revenue is not subject to foreign currency risk. However, a strengthening of the U.S. dollar could increase the real cost of our offerings to our customers outside of the United States, which could adversely affect our operating results. In addition, an increasing [removed] 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. If we are not able to successfully hedge against the risks associated with currency fluctuations, our operating results could be adversely affected.

[removed] The option counterparties and/or their respective affiliates may modify their hedge positions by entering into or unwinding various derivatives with respect to our common stock and/or purchasing or selling our common stock in secondary market transactions prior to the maturity of the 3.75% Convertible Senior Notes (and are likely to do so during any observation period related to a conversion of 3.75% Convertible Senior Notes or following any repurchase of 3.75% Convertible Senior Notes by us on any fundamental change repurchase date or otherwise). This activity could also cause or avoid an increase or a decrease in the market price of our common stock. In addition, if any such convertible note hedge transaction fails to become effective, the option counterparties may unwind their hedge positions with respect to our common stock, which could adversely affect the value of our common stock. The potential effect, if any, of these transactions and activities on the market price of our common stock will depend in part on market conditions and cannot be ascertained at this time. Any of these activities could adversely affect the value of our common stock.

[removed] From time to time, we may consider opportunities to acquire or make investments in new or complementary businesses, facilities, technologies, or products, or enter into strategic initiatives, which may enhance our capabilities, expand our manufacturing network, complement our current offerings, or expand the breadth of our markets. For example, in 2021, we acquired Applied Cryo Technologies, Inc., which added significant capabilities, expertise, and technologies, including a liquid hydrogen delivery network and fleet, liquid hydrogen storage, and hydrogen mobility fueling, and Frames Holding B.V. ("Frames"), which added engineering, process, and systems integration expertise, enabling us to scale the delivery of green hydrogen solutions. In addition, in 2022, we acquired Joule Processing LLC ("Joule"), whose cryogenic process technology we adopted to efficiently liquefy hydrogen by leveraging advanced cooling processes at low temperatures.

On May 14, 2024, the U.S. Department of Energy (the "DOE") issued a conditional commitment letter to the Company and a wholly owned indirect subsidiary of the Company for a loan guarantee of up to $1.66 billion through the DOE's Loan Programs Office to finance the development, construction, and ownership of up to six green hydrogen production facilities. On January 16, 2025, the Company closed its loan guarantee from the DOE that is intended to support the Company's domestic hydrogen production plant buildout. The approval and funding of any disbursements of the loan guarantee will be subject to the satisfaction of conditions precedent, including, but not limited to, evidence of satisfaction [removed] of certain technical and performance related conditions precedent, adequate project funding, reports from certain technical consultants and advisors, and the receipt of certain financial models demonstrating compliance with the financial covenants set forth in the loan guarantee agreement. There can be no assurance that the Company will be able to secure such a loan or on terms that are acceptable to the Company. See Item 1A, "Risk Factors", for a description of risks related to the DOE loan guarantee.

[removed] On May 30, 2023, our joint venture, HyVia, entered into a government grant agreement with Bpifrance. As part of the agreement, our wholly-owned subsidiary, Plug Power France, was required to issue a guarantee to Bpifrance in the amount of €20.0 million through the end of January 2027. Plug Power France is liable to the extent of the guarantee for sums due to Bpifrance from HyVia under the agreement based on the difference between the total amount paid by Bpifrance and the final amount certified by HyVia and Bpifrance. As part of the agreement, there are certain milestones that HyVia is required to meet, and the nonperformance of these milestones or termination of this agreement could result in this guarantee being called upon. As of December 31, 2024, no payments related to this guarantee have been made. The Company and Plug Power France recorded a liability of $2.0 million related to this guarantee based on the Company's estimate of the guarantee being called upon.

[removed] If (1) the volume-weighted average price of the Company's common stock is below the Floor Price for a specified period of time, (2) the Company has issued more than 99% of the shares of common stock available under the Exchange Cap or (3) a registration default has occurred with respect to the resale registration statement registering the shares of common stock potentially underlying the 6.00% Convertible Debenture, then Yorkville may require the Company to redeem or convert, at the Company's discretion, $22.5 million of the principal amount of the 6.00% Convertible Debenture, a premium thereon equal to 2.75% of such principal amount and accrued interest thereon on a monthly basis, unless and until such event is cured in accordance with the provisions of the 6.00% Convertible Debenture.

[removed] Subject to certain exceptions and subject to certain conditions, holders of the 7.00% Convertible Senior Notes may require the Company to repurchase their 7.00% Convertible Senior Notes upon the occurrence of a "Fundamental Change" (as defined in the Indenture) prior to maturity for cash at a repurchase price equal to 100% of the principal amount of the 7.00% Convertible Senior Notes to be repurchased plus accrued and unpaid interest, if any, to, but excluding, the repurchase date.

On January 16, 2025, the [removed] U.S. Department of Energy ("DOE") agreed to arrange a multi-draw term loan facility to be provided by the Federal Financing Bank to a subsidiary of the Company (the "DOE [removed] loan") to finance the development, construction, and ownership of up to six green hydrogen production facilities. [removed] Our ability to receive advances under the DOE loan [removed] is subject to certain conditions, including the achievement of certain milestones, which may not be achieved at the time that we anticipate, or at all. In addition, whether and when the DOE loan will be funded is subject to a number of factors outside of our control, including legislative enactments and administrative actions. On January 20, 2025, President Trump signed the Unleashing American Energy Executive Order, which paused the release of federal funds appropriated under the Inflation Reduction Act (the "IRA") and Infrastructure Improvement and Jobs Act, including DOE loans and grants. As a result, the funding of the DOE loan may take longer than we expect and if we are not able to satisfy all of the technical, legal, environmental or financial conditions acceptable to the DOE to receive the loan, we may have to significantly reduce our spending, delay, or cancel our planned activities or substantially change our corporate structure, and we may not have sufficient resources to conduct our business as planned, which would materially and adversely affect our business, prospects, financial condition, results of operations, and cash flows.

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 [removed] results, and financial condition may be adversely affected.

The Company believes that its working capital, cash position and restricted cash to be released over the next 12 months, together with [removed] its right to direct B. Riley to purchase shares from the Company under the "at-the-market" equity offering program and its right to direct Yorkville to purchase shares from the Company under the [removed] SEPA, will be sufficient to fund its on-going operations for a period of at least 12 months subsequent to the issuance of the accompanying consolidated financial statements.

On [removed] May 14, 2024, the U.S. Department of Energy (the "DOE") issued a conditional commitment letter to the Company and a wholly owned indirect subsidiary of the [removed] Company for a loan guarantee of up to $1.66 billion through the DOE's Loan [removed] Programs Office to finance the development, construction, and ownership of up to six green hydrogen production facilities. On [removed] January 16, 2025, the Company [removed] closed its loan guarantee [removed] from the DOE that is intended to support the Company's domestic hydrogen production plant buildout. The approval and funding of any disbursements of the loan guarantee will be subject to the satisfaction of conditions precedent, including, but not limited to, evidence of satisfaction of certain technical and performance related conditions precedent, adequate project funding, reports from certain technical consultants and advisors, and the receipt of certain financial models demonstrating compliance with the financial covenants set forth in the loan guarantee agreement. There can be no assurance that the Company will be able to secure such a loan or on terms that are acceptable to the Company. See Item 1A, "Risk Factors", for a description of risks related to the DOE loan guarantee.

The [removed] initial conversion rate for the 3.75% Convertible Senior Notes is 198.6196 shares of the [removed] Company's common stock per $1,000 principal amount of [removed] notes, which is equivalent to an initial conversion price of approximately $5.03 per share of the Company's common stock, subject to adjustment upon the occurrence of specified events. Upon conversion, the Company will pay or deliver, as applicable, cash, shares of the Company's common stock or a combination of cash and shares of the Company's common stock, at the Company's election. During the years ended December 31, 2023 and 2022, there were no conversions. During the year ended December 31, 2021, $15.2 million of the [removed] 3.75% Convertible Senior Notes [removed] were converted and the Company issued approximately 3.0 million shares of common stock in conjunction with these conversions.