Nature of Operations	3 Months Ended
Mar. 31, 2025
Nature of Operations
Nature of Operations	1. Nature of Operations Plug Power Inc. (the “Company”, “Plug”, “we” or “our”) is facilitating the paradigm shift to an increasingly electrified world by innovating cutting-edge hydrogen and fuel cell solutions. 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; (b) production of hydrogen; and (c) stationary power systems that will support critical operations, such as data centers, microgrids, and generation facilities, in either a backup power or continuous power role, and replace batteries, diesel generators or the grid for telecommunication logistics, transportation, and utility customers. 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. Liquidity and Capital Resources The Company has continued to experience negative cash flows from operations and net losses. The Company incurred net losses of approximately $196.9 million and $295.8 million during the three months ended March 31, 2025 and 2024, respectively, and had an accumulated deficit of $6.8 billion as of March 31, 2025. The Company’s working capital was $745.5 million as of March 31, 2025, which included unrestricted cash and cash equivalents of $295.8 million and current restricted cash of $196.1 million. The future use of our available liquidity will be based upon the ongoing review of the funding needs of our businesses, the optimal allocation of our resources, and the timing of cash flow generation. To the extent that we desire to access alternative sources of capital, market conditions could adversely impact our ability to do so at that time and at terms favorable to the Company. The Company has an “at-the-market” equity offering program with B. Riley 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. The Company has the right at its sole discretion to direct B. Riley to act on a principal basis and purchase directly from the Company up to $11.0 million of shares of its common stock on any trading day if the Company’s market capitalization is more than $1.0 billion (or up to $10.0 million if the Company’s market capitalization is less than $1.0 billion) and up to $55.0 million of shares in any calendar week if the Company’s market capitalization is more than $1.0 billion (or up to $30.0 million if the Company’s market capitalization is less than $1.0 billion). On February 23, 2024 and November 7, 2024, the Company and B. Riley amended the at-the-market equity program to increase the aggregate offering price of shares of common stock available for issuance under the program to $1.0 billion. The “at-the-market” equity offering program will terminate upon the earliest of (a) December 31, 2025 with respect to principal transactions and January 17, 2026 with respect to agency transactions, (b) the sale of all shares of common stock under the program or (c) termination of the sales agreement. During the three months ended March 31, 2025, the Company sold through the “at-the-market” equity offering program 5,154,177 shares of common stock at a weighted-average sales price of $1.69 per share for gross proceeds of $8.7 million with related issuance costs of $0.2 million. Of the aggregate gross sales price of $1.0 billion available, the Company has $986.2 million of availability remaining. On November 12, 2024, the Company issued an unsecured convertible debenture in aggregate principal amount of $200.0 million (the “6.00% Convertible Debenture”) to YA II PN, Ltd., an investment fund managed by Yorkville Advisors Global, LP (“Yorkville”), in exchange for the payment of $190.0 million pursuant to the Debenture Purchase Agreement, dated as of November 11, 2024 (the “Debenture Purchase Agreement”). Yorkville may convert all or any portion of the principal amount of the 6.00% Convertible Debenture, together with any accrued and unpaid interest thereon, at a conversion price of $1.51. Under the Debenture Purchase Agreement, Yorkville is permitted in certain circumstances to convert up to $22.5 million aggregate principal amount of the 6.00% Convertible Debenture plus accrued and unpaid interest thereon, each calendar month beginning with December 2024, at a conversion price equal to the lower of the (1) $1.51 and (2) 97.25% of the lowest daily volume-weighted average price for the Company’s common stock during the three trading days immediately preceding the applicable conversion date (the “Market Price”); provided that such Market Price is not less than $0.3941. During the three months ended March 31, 2025, Yorkville converted $45.0 million aggregate principal amount of the 6.00% Convertible Debenture into cash and $30.0 million aggregate principal amount of the 6.00% Convertible Debenture into 10,440,906 shares of the Company’s common stock. As of the date of this filing, approximately $20.0 million of aggregate principal remains outstanding. On February 10, 2025, the Company entered into a Standby Equity Purchase Agreement (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 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 shares of its common stock on any trading day. The SEPA expires on February 10, 2027. On March 20, 2025, the Company sold 46,500,000 shares of its common stock, pre-funded warrants (the “Pre-Funded Warrants”) to purchase 138,930,464 shares of its common stock, and accompanying warrants (the “Common Warrants”) to purchase 185,430,464 shares of its common stock (the “Offering”) in a registered direct offering pursuant to an underwriting agreement with several underwriters. The Company received net proceeds from the Offering of $267.5 million, after deducting the underwriting discount and related expenses and excluding the proceeds, if any, from the exercise of the warrants. The Pre-Funded Warrants became exercisable immediately follow the closing date of the Offering with a term of three years and an exercise price of $0.001 per share of common stock. Subsequent to March 31, 2025, the Pre-Funded Warrants were exercised for 127,500,000 shares of common stock at an exercise price of $0.001 per share. The Common Warrants are exercisable at any time on or after six months after the date of issuance with a term of three years and an exercise price of $2.00 per share of common stock. If all of the Common Warrants in the Offering were to be exercised in cash at their exercise price, the Company would receive additional gross proceeds of approximately $371.0 million. On May 5, 2025, the Company issued the initial tranche of secured debentures in the aggregate principal amount of $210.0 million pursuant to the Secured Debenture Purchase Agreement (the “Secured Debenture Purchase Agreement”) with Yorkville for a purchase price of $199.5 million. Under the Secured Debenture Purchase Agreement, Yorkville is committed to purchase a second tranche of secured debentures in an aggregate principal amount of up to $105.0 million for a purchase price of $99.8 million subject to the satisfaction of the closing conditions set forth therein. The Secured Debenture Purchase Agreement also permits the Company to sell to Yorkville a third uncommitted tranche of secured debentures in an aggregate principal amount of up to $210.0 million. All secured debentures issued under the Secured Debenture Purchase Agreement will incur interest at a rate of 15% per annum, which interest will increase to 25% per annum upon the occurrence of an Event of Default (as defined in the Secured Debenture Purchase Agreement) for so long as such event remains uncured and unwaived. The Company used a portion of the net proceeds from the closing of the initial tranche to retire $60.0 million of principal on the Company’s existing convertible debenture with Yorkville. Within five days of the date on which the Company obtains stockholder approval to increase the number of its authorized shares of common stock, the Company will issue to Yorkville a warrant to purchase 31,500,000 shares of common stock (“Debenture Warrants”). The exercise price of the Debenture Warrants will be determined at the time of the issuance of the Debenture Warrants and will equal the lower of (i) the closing price of the Company’s common stock immediately preceding the issuance of the Debenture Warrants or (ii) the average closing price of the Company’s common stock for the five trading days immediately preceding the issuance of the Debenture Warrants. In addition to the proceeds described above, the Company expects to have savings resulting from the restructuring plan announced in March 2025 (the “2025 Restructuring Plan”). The 2025 Restructuring Plan includes initiatives to reduce our workforce, realign the Company’s manufacturing footprint and streamline the organization to enhance operational efficiency and improve overall liquidity. The expected annual savings from the 2025 Restructuring Plan are expected to be significant and will begin to be realized beginning in the second half of 2025. The Company believes that its working capital, cash position and restricted cash to be released over the next 12 months, together with its right to direct B. Riley to purchase shares from the Company under the “at-the-market” equity offering program, its right to direct Yorkville to purchase shares from the Company under the SEPA, and the Secured Debenture Purchase Agreement with Yorkville, will be sufficient to fund its on-going operations for a period of at least 12 months subsequent to the issuance of the accompanying unaudited interim condensed consolidated financial statements.

Nature of Operations

3 Months Ended

Mar. 31, 2025

1. Nature of Operations

Plug Power Inc. (the “Company”, “Plug”, “we” or “our”) is facilitating the paradigm shift to an increasingly electrified world by innovating cutting-edge hydrogen and fuel cell solutions. 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; (b) production of hydrogen; and (c) stationary power systems that will support critical operations, such as data centers, microgrids, and generation facilities, in either a backup power or continuous power role, and replace batteries, diesel generators or the grid for telecommunication logistics, transportation, and utility customers. 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.

Liquidity and Capital Resources

The Company has continued to experience negative cash flows from operations and net losses. The Company incurred net losses of approximately $196.9 million and $295.8 million during the three months ended March 31, 2025 and 2024, respectively, and had an accumulated deficit of $6.8 billion as of March 31, 2025. The Company’s working capital was $745.5 million as of March 31, 2025, which included unrestricted cash and cash equivalents of $295.8 million and current restricted cash of $196.1 million.

The future use of our available liquidity will be based upon the ongoing review of the funding needs of our businesses, the optimal allocation of our resources, and the timing of cash flow generation. To the extent that we desire to access alternative sources of capital, market conditions could adversely impact our ability to do so at that time and at terms favorable to the Company.

The Company has an “at-the-market” equity offering program with B. Riley 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. The Company has the right at its sole discretion to direct B. Riley to act on a principal basis and purchase directly from the Company up to $11.0 million of shares of its common stock on any trading day if the Company’s market capitalization is more than $1.0 billion (or up to $10.0 million if the Company’s market capitalization is less than $1.0 billion) and up to $55.0 million of shares in any calendar week if the Company’s market capitalization is more than $1.0 billion (or up to $30.0 million if the Company’s market capitalization is less than $1.0 billion). On February 23, 2024 and November 7, 2024, the Company and B. Riley amended the at-the-market equity program to increase the aggregate offering price of shares of common stock available for issuance under the program to $1.0 billion. The “at-the-market” equity offering program will terminate upon the earliest of (a) December 31, 2025 with respect to principal transactions and January 17, 2026 with respect to agency transactions, (b) the sale of all shares of common stock under the program or (c) termination of the sales agreement. During the three months ended March 31, 2025, the Company sold through the “at-the-market” equity offering program 5,154,177 shares of common stock at a weighted-average sales price of $1.69 per share for gross proceeds of $8.7 million with related issuance costs of $0.2 million. Of the aggregate gross sales price of $1.0 billion available, the Company has $986.2 million of availability remaining.

On November 12, 2024, the Company issued an unsecured convertible debenture in aggregate principal amount of $200.0 million (the “6.00% Convertible Debenture”) to YA II PN, Ltd., an investment fund managed by Yorkville Advisors Global, LP (“Yorkville”), in exchange for the payment of $190.0 million pursuant to the Debenture Purchase Agreement, dated as of November 11, 2024 (the “Debenture Purchase Agreement”). Yorkville may convert all or any portion of the principal amount of the 6.00% Convertible Debenture, together with any accrued and unpaid interest thereon, at a conversion price of $1.51. Under the Debenture Purchase Agreement, Yorkville is permitted in certain circumstances to convert up to $22.5 million aggregate principal amount of the 6.00% Convertible Debenture plus accrued and unpaid

interest thereon, each calendar month beginning with December 2024, at a conversion price equal to the lower of the (1) $1.51 and (2) 97.25% of the lowest daily volume-weighted average price for the Company’s common stock during the three trading days immediately preceding the applicable conversion date (the “Market Price”); provided that such Market Price is not less than $0.3941. During the three months ended March 31, 2025, Yorkville converted $45.0 million aggregate principal amount of the 6.00% Convertible Debenture into cash and $30.0 million aggregate principal amount of the 6.00% Convertible Debenture into 10,440,906 shares of the Company’s common stock. As of the date of this filing, approximately $20.0 million of aggregate principal remains outstanding.

On February 10, 2025, the Company entered into a Standby Equity Purchase Agreement (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 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 shares of its common stock on any trading day. The SEPA expires on February 10, 2027.

On March 20, 2025, the Company sold 46,500,000 shares of its common stock, pre-funded warrants (the “Pre-Funded Warrants”) to purchase 138,930,464 shares of its common stock, and accompanying warrants (the “Common Warrants”) to purchase 185,430,464 shares of its common stock (the “Offering”) in a registered direct offering pursuant to an underwriting agreement with several underwriters. The Company received net proceeds from the Offering of $267.5 million, after deducting the underwriting discount and related expenses and excluding the proceeds, if any, from the exercise of the warrants. The Pre-Funded Warrants became exercisable immediately follow the closing date of the Offering with a term of three years and an exercise price of $0.001 per share of common stock. Subsequent to March 31, 2025, the Pre-Funded Warrants were exercised for 127,500,000 shares of common stock at an exercise price of $0.001 per share. The Common Warrants are exercisable at any time on or after six months after the date of issuance with a term of three years and an exercise price of $2.00 per share of common stock. If all of the Common Warrants in the Offering were to be exercised in cash at their exercise price, the Company would receive additional gross proceeds of approximately $371.0 million.

On May 5, 2025, the Company issued the initial tranche of secured debentures in the aggregate principal amount of $210.0 million pursuant to the Secured Debenture Purchase Agreement (the “Secured Debenture Purchase Agreement”) with Yorkville for a purchase price of $199.5 million. Under the Secured Debenture Purchase Agreement, Yorkville is committed to purchase a second tranche of secured debentures in an aggregate principal amount of up to $105.0 million for a purchase price of $99.8 million subject to the satisfaction of the closing conditions set forth therein. The Secured Debenture Purchase Agreement also permits the Company to sell to Yorkville a third uncommitted tranche of secured debentures in an aggregate principal amount of up to $210.0 million. All secured debentures issued under the Secured Debenture Purchase Agreement will incur interest at a rate of 15% per annum, which interest will increase to 25% per annum upon the occurrence of an Event of Default (as defined in the Secured Debenture Purchase Agreement) for so long as such event remains uncured and unwaived. The Company used a portion of the net proceeds from the closing of the initial tranche to retire $60.0 million of principal on the Company’s existing convertible debenture with Yorkville. Within five days of the date on which the Company obtains stockholder approval to increase the number of its authorized shares of common stock, the Company will issue to Yorkville a warrant to purchase 31,500,000 shares of common stock (“Debenture Warrants”). The exercise price of the Debenture Warrants will be determined at the time of the issuance of the Debenture Warrants and will equal the lower of (i) the closing price of the Company’s common stock immediately preceding the issuance of the Debenture Warrants or (ii) the average closing price of the Company’s common stock for the five trading days immediately preceding the issuance of the Debenture Warrants.

In addition to the proceeds described above, the Company expects to have savings resulting from the restructuring plan announced in March 2025 (the “2025 Restructuring Plan”). The 2025 Restructuring Plan includes initiatives to reduce our workforce, realign the Company’s manufacturing footprint and streamline the organization to enhance operational efficiency and improve overall liquidity. The expected annual savings from the 2025 Restructuring Plan are expected to be significant and will begin to be realized beginning in the second half of 2025.

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