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PLUG POWER INC

PLUG POWER INCPLUGEarnings & Financial Report

Nasdaq · Information Technology · Electrical Industrial Apparatus

Plug Power Inc. is an American company engaged in the development of hydrogen fuel cell and electrolyzer systems that replace conventional batteries in equipment and vehicles powered by electricity. The company is headquartered in Slingerlands, New York, and has facilities in Spokane, Washington, and Rochester, New York.

What changed in PLUG POWER INC's 10-K — 2024 vs 2025

Top changes in PLUG POWER INC's 2025 10-K

656 paragraphs added · 650 removed · 414 edited across 8 sections

Item 1. Business

Business — how the company describes what it does

61 edited+13 added−21 removed39 unchanged
As a result of this structure, we concluded that we have one operating and reportable segment — the design, development and sale of hydrogen products and solutions that help customers meet their business goals while decarbonizing their operations. Our chief executive officer was identified as the chief operating decision maker (“CODM”).
As a result of this structure, we concluded that we have one operating and reportable segment — the design, development and sale of hydrogen products and solutions that help customers meet their business goals while decarbonizing their operations. Our chief executive officer was identified as the chief operating decision maker (the “CODM”).
Increased employee turnover, reassessment of employee responsibilities given current business needs, changes in the availability of our workers as well as labor shortages have resulted in, and could continue to result in, increased costs which could 13 Table of Contents negatively affect our component or raw material purchasing abilities, and in turn, our financial condition, results of operations, or cash flows. ​ Backlog ​ The timing of delivery and installations of our products has a significant impact on the timing of the recognition of our product and installation revenues.
Increased employee turnover, reassessment of employee responsibilities given current business needs, changes in the availability of our workers as well as labor shortages have resulted in, and could continue to result in, increased costs which could negatively affect our component or raw material purchasing abilities, and in turn, our financial condition, results of operations, or cash flows. ​ 13 Table of Contents Backlog ​ The timing of delivery and installations of our products has a significant impact on the timing of the recognition of our product and installation revenues.
We encourage investors, the media, and others interested in Plug to 15 Table of Contents follow the foregoing channels and review the information that we make available on such channels, in addition to following our filings with the SEC. ​
We encourage investors, the media, and others interested in Plug to follow the foregoing channels and review the information that we make available on such channels, in addition to following our filings with the SEC. ​ 15 Table of Contents
As our Company increasingly expands to new markets and jurisdiction, we also become currently subject to new and different regulations in such jurisdictions. ​ We are subject to various federal, state, local, and non-U.S. environmental and human health and safety laws and regulations, including laws and regulations relating to the use, handling, storage, transportation, disposal and human exposure to hazardous substances and wastes, product safety, and emissions of pollution into the environment, and the remediation of contamination.
As our Company increasingly expands to new markets and jurisdiction, we also become subject to new and different regulations in such jurisdictions. ​ We are subject to various federal, state, local, and non-U.S. environmental and human health and safety laws and regulations, including laws and regulations relating to the use, handling, storage, transportation, disposal and human exposure to hazardous substances and wastes, product safety, and emissions of pollution into the environment, and the remediation of contamination.
Its vertically integrated end-to-end hydrogen solutions, which are designed to fit individual customer needs, include hydrogen production equipment or the delivery of hydrogen fuel, including: ● Fuel cells : Fuel cells are electrochemical devices that combine hydrogen and oxygen to produce electricity and heat without combustion.
Its vertically integrated, end-to-end hydrogen solutions, which are designed to fit individual customer needs, include hydrogen production equipment and the delivery of hydrogen fuel, including: ● Fuel cells : Fuel cells are electrochemical devices that combine hydrogen and oxygen to produce electricity and heat without combustion.
As we continue distributing our systems to our target markets, federal, state, local, or foreign government entities may seek to impose regulations or competitors may seek to influence regulations through lobbying efforts . ​ See Item 1A, “Risk Factors”, for a description of these governmental regulations and other material risks to us, including, to the extent material, to our competitive position. ​ Inflation, Material Availability and Labor Shortages ​ 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.
As we continue distributing our systems to our target markets, federal, state, local, or foreign government entities may seek to impose regulations or competitors may seek to influence regulations through lobbying efforts . ​ See Item 1A, “Risk Factors,” for a description of these governmental regulations and other material risks to us, including, to the extent material, to our competitive position. ​ Inflation, Material Availability and Labor Shortages ​ 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.
The specific elements of the orders have varied terms of timing of delivery and can vary between 90 days to 10 years, with fuel cells and hydrogen installations being delivered near term and maintenance services and hydrogen fuel deliveries being delivered over a longer period of time. ​ For the year ended December 31, 2024, Walmart, Inc.
The specific elements of the orders have varied terms of timing of delivery and can vary between 90 days to 10 years, with fuel cells and hydrogen installations being delivered near term and maintenance services and hydrogen fuel deliveries being delivered over a longer period of time. ​ For the year ended December 31, 2025, Walmart, Inc.
To encourage savings, we auto-enroll all employees in our 401(k)-retirement savings plan after 30 days of employment. ​ Talent and Training ​ Our talent strategy is a balance of attracting external talent, combined with the possibility of upward mobility that encourages career growth and opportunity to progress within Plug.
To encourage savings, we auto-enroll all employees in our 401(k)-retirement savings plan after 30 days of employment in accordance with plan terms. ​ Talent and Training ​ Our talent strategy is a balance of attracting external talent, combined with the possibility of upward mobility that encourages career growth and opportunity to progress within Plug.
Additionally, 14.4% of our total consolidated revenues were associated with our second largest customer. ​ Working Capital Items ​ We currently maintain inventory levels adequate for our short-term needs based upon present levels of production and for the purposes of global supply chain risk management.
Additionally, 14.3% of our total consolidated revenues were associated with our second largest customer. ​ Working Capital Items ​ We currently maintain inventory levels adequate for our short-term needs based upon present levels of production and for the purposes of global supply chain risk management.
Plug intends to deliver its hydrogen solutions directly to its customers, and through joint venture partners into multiple environments, including material handling, supply chain and logistics, e-mobility, stationary power generation and industrial applications. ​ Plug is focused on delivering a number of hydrogen solutions to its customers.
Plug intends to deliver its hydrogen solutions directly to its customers, and through joint venture partners into multiple environments, including material handling, supply chain and logistics, e-mobility, stationary power generation and industrial applications. ​ Plug is focused on delivering a suite of hydrogen solutions to its customers.
Additionally, we have 18 trademarks registered with the USPTO due for renewal between 2025 and 2031, and 3 trademark applications pending. ​ Government Regulation ​ Our fuel cell, electrolyzer, and hydrogen products, their installations, and the operations at our facilities are subject to oversight and regulation at the international level, as well as federal, state, and local levels in accordance with statutes and ordinances relating to, among others, building codes, fire codes, public safety, electrical and gas pipeline connections and hydrogen siting.
Additionally, we have 16 trademarks registered with the USPTO due for renewal between 2026 and 2031, and 3 trademark applications pending. ​ Government Regulation ​ Our fuel cell, electrolyzer, and hydrogen products, their installations, and the operations at our facilities are subject to oversight and regulation at the international level, as well as federal, state, and local levels in accordance with statutes and ordinances relating to, among others, building codes, fire codes, public safety, electrical and gas pipeline connections and hydrogen siting.
Also, each Plug employee is provided sixteen (16) hours per year paid time off to volunteer with a not-for-profit organization of his or her choice. ​ Performance Management, Compensation and Benefits ​ Our performance management process incorporates annual goals for the Company, as well as departmental and individual employee goals.
Also, each Plug employee is provided sixteen (16) hours per year paid time off to volunteer with a not-for-profit organization of his or her choice. ​ 14 Table of Contents Performance Management, Compensation and Benefits ​ Our performance management process incorporates annual goals for the Company, as well as departmental and individual employee goals.
We continue to develop new products and technologies and to enhance existing products in the areas of cost, size, weight, and in supporting service solutions in order to drive further commercialization. ​ We may also expand the range of our product offerings and intellectual property through licensing and/or acquisition of third-party business and technology.
We continue to develop new products and technologies and to enhance existing products in the areas of cost, size, weight, durability, efficiency and manufacturability, and in supporting service solutions in order to drive further commercialization. ​ We may also expand the range of our product offerings and intellectual property through licensing and/or acquisition of third-party business and technology.
Plug offers stationary and mobility fuel cell products to its customers in addition to serving the material handling industry. Plug’s fuel cells power material handling vehicles (forklifts), replacing lead-acid batteries.
Plug offers stationary and mobility fuel cell products to its customers in addition to serving the material handling industry. Plug’s fuel cells power material handling vehicles (forklifts), replacing lead-acid and lithium ion batteries.
We sell our products worldwide, with a primary focus on North America, Europe, and Asia, through our direct product sales force, OEMs, and their dealer networks.
We sell our products worldwide, with a primary focus on North America, Europe, and Australia, through our direct product sales force, OEMs, and their dealer networks.
The level of regulation may depend, in part, upon where a system is located — both domestically and abroad. ​ In addition, product safety standards have been established by the American National Standards Institute (“ANSI”), covering the overall fuel cell system.
The level of regulation may depend, in part, upon where a system is located — both domestically and abroad. ​ 11 Table of Contents In addition, product safety standards have been established by the American National Standards Institute (“ANSI”), covering the overall fuel cell system.
The GenFuel hydrogen storage and dispensing products are designed with the intent of meeting the requirements of NFPA 2 “Hydrogen Technologies Code”. We are also subject to standards as applied to the design of our electrolyzer products, both domestically and abroad.
The GenFuel hydrogen storage and dispensing products are designed with the intent of meeting the requirements of NFPA 2 “Hydrogen Technologies Code.” We are also subject to standards as applied to the design of our electrolyzer products, both domestically and abroad.
We will continue to monitor emerging developments in this area. 12 Table of Contents ​ At this time we do not know what additional requirements, if any, may be imposed on our products or their installation. We also do not know the extent to which any new regulations may impact our ability to distribute, install, and service our products.
We will continue to monitor emerging developments in this area. ​ At this time we do not know what additional requirements, if any, may be imposed on our products or their installation. We also do not know the extent to which any new regulations may impact our ability to distribute, install, and service our products.
Our intellectual property portfolio covers, among other things: fuel cell components that reduce manufacturing part count; fuel cell system designs that lend themselves to mass manufacturing; improvements to fuel cell system efficiency, reliability and system life; and control strategies, such as added safety protections and operation 11 Table of Contents under extreme conditions.
Our intellectual property portfolio covers, among other things: fuel cell components that reduce manufacturing part count; fuel cell system designs that lend themselves to mass manufacturing; improvements to fuel cell system efficiency, reliability and system life; and control strategies, such as added safety protections and operation under extreme conditions.
In addition, we have continued discussions with suppliers with respect to the terms of our supply agreements, and the outcome of such discussions, including whether those discussions yield the desired modifications in the terms of such supply agreements, may impact the timing of when we receive shipments of certain supplies or result in other supply chain issues. ​ With respect to our service business, we have experienced inflationary increases in labor, parts and related overhead.
In addition, we have continued discussions with suppliers with respect to the terms of our supply agreements, and the outcome of such discussions, including whether those discussions yield the desired modifications in the terms of such supply agreements, may impact the timing of when we receive shipments of certain supplies or result in other supply chain issues. ​ With respect to our service business, we have experienced increases in labor, parts and related overhead costs, including impacts from broader inflationary pressures.
In general, our employees are party to agreements providing that all inventions, whether patented or not, made or conceived while being our employee, which are related to or result from work or research that we perform, will remain our sole and exclusive property. ​ We have a total of 46 issued patents currently active with the United States Patent and Trademark Office (“USPTO”), expiring between 2025 and 2042.
In general, our employees are party to agreements providing that all inventions, whether patented or not, made or conceived while being our employee, which are related to or result from work or research that we perform, will remain our sole and exclusive property. ​ We have a total of 52 issued patents currently active with the United States Patent and Trademark Office (“USPTO”), expiring between 2026 and 2044.
For example, we donate to our local communities, facilitate employee donations through United Way, and have initiated a 14 Table of Contents Community Relations Program to evaluate deserving nonprofit organizations to boost our corporate giving program.
For example, we donate to our local communities, facilitate employee donations through United Way, and have initiated a Community Relations Program to evaluate deserving nonprofit organizations to boost our corporate giving program.
Please see Item 2, “Properties”, for additional information regarding our facilities. ​ 9 Table of Contents Markets, Geography and Customer Concentration ​ The Company’s products and services predominantly serve the North American, European and Asian material handling markets, and primarily support large to mid-sized fleet, multi shift operations in high volume manufacturing and high throughput distribution centers.
Refer to Item 2, “Properties,” for additional information regarding our facilities. ​ 9 Table of Contents Markets, Geography and Customer Concentration ​ The Company’s products and services predominantly serve the North American and European material handling markets, and primarily support large to mid-sized fleet, multi-shift operations in high volume manufacturing and high throughput distribution centers.
As of December 31, 2024 the Company’s ownership percentage in the Clean H2 Infra Fund was approximately 5%. ​ In addition, we believe Plug’s acquisitions over the last several years have allowed Plug to vertically integrate and uniquely position Plug in the hydrogen industry to offer end-to-end hydrogen solutions to global customers, complementing the Company’s industry-leading position in the design, construction, and operation of customer-facing hydrogen fueling stations and material handling fuel cell application.
As of December 31, 2025 the Company’s ownership percentage in the Clean H2 Infra Fund was approximately 5%. ​ In addition, we believe Plug’s prior strategic acquisitions have allowed Plug to vertically integrate and uniquely position Plug in the hydrogen industry to offer end-to-end hydrogen solutions to global customers, complementing the Company’s industry-leading position in the design, construction, and operation of customer-facing hydrogen fueling stations and material handling fuel cell application.
The Clean H2 Infra Fund is focused on clean hydrogen infrastructure through financing projects in the production, storage and distribution of clean hydrogen.
The Clean H2 Infra Fund is focused on 10 Table of Contents clean hydrogen infrastructure through financing projects in the production, storage and distribution of clean hydrogen.
We produce liquid hydrogen through our electrolyzer systems and liquefaction systems. Liquid hydrogen supply will be used by customers in material handling operations, fuel cell electric vehicle fleets, and stationary power applications. ​ 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.
Liquid hydrogen supply is used by customers in material handling operations, fuel cell electric vehicle fleets, and stationary power applications. ​ 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.
Orders for the Company’s products and services approximated $890.6 million as of the year ended December 31, 2024. The Company’s orders at any given time are comprised of fuel cells, hydrogen installations, maintenance services, electrolyzers, liquefiers, hydrogen trailers, and hydrogen fuel deliveries.
Orders for the Company’s products and services approximated $724.1 million as of the year ended December 31, 2025. The Company’s orders at any given time are comprised of fuel cells, hydrogen installations, maintenance services, electrolyzers, liquefiers, hydrogen trailers, and hydrogen fuel deliveries.
Electrolyzers generate hydrogen from water using electricity and a special membrane and “green” hydrogen is generated by using renewable energy inputs, such as solar or wind power. ​ Liquefaction Systems : Plug’s 15 ton-per-day and 30 ton-per-day liquefiers are engineered for high efficiency, reliability, and operational flexibility — providing consistent liquid hydrogen to customers.
Electrolyzers generate hydrogen from water using electricity and can produce “green” hydrogen when powered by renewable energy inputs, such as solar or wind power. ​ Liquefaction Systems: Plug’s 15 ton-per-day and 30 ton-per-day liquefiers are engineered for high efficiency, reliability, and operational flexibility — providing consistent liquid hydrogen to customers.
For our installations, revenue and cost of revenue can fluctuate significantly on a periodic basis depending on the timing of acceptance by the customer. ​ Research and Development ​ Because the fuel cell industry is still in the early state of adoption, our ability to compete successfully is heavily dependent upon our ability to ensure a continual and timely flow of competitive products, services, and technologies to the marketplace.
For our installations, revenue and cost of revenue can fluctuate significantly on a periodic basis depending on the timing of acceptance by the customer. ​ Research and Development ​ Because the hydrogen economy, including fuel cell, electrolyzer and hydrogen infrastructure markets, remains in an early state of broader adoption, our ability to compete successfully is heavily dependent upon our ability to ensure a continual and timely flow of competitive products, services, and technologies to the marketplace.
None of our employees are represented by a collective bargaining unit, and we believe that our relationship with our employees is positive. ​ Engagement and Inclusion ​ The Company is dedicated to fostering a culture of employee engagement and inclusion and is committed to hiring talented and qualified individuals from all backgrounds and perspectives to which the Company’s ultimate success is linked. ​ We actively seek to maintain a workplace that is free from discrimination and that fosters a sense of community and belonging among the workforce.
None of our employees are represented by a collective bargaining unit, and we believe that our relationship with our employees is positive. ​ Workforce Engagement ​ The Company is dedicated to fostering a culture of employee engagement and is committed to hiring talented and qualified individuals from a broad range of backgrounds and experiences. ​ We actively seek to maintain a workplace that is free from discrimination and that fosters a sense of community and belonging among the workforce.
We also face competition from companies that offer other carriers of energy, such as solar, wind and batteries, integrated gas companies, and companies offering products similar to ours, such as hydrogen generation via Steam Methane Reformers.
We also face competition from companies that offer other carriers of energy, such as solar, wind and batteries, integrated gas companies, and companies offering products similar to ours, such as hydrogen generation via Steam Methane Reformers. We also face competition from electrolyzer manufacturers, liquefaction and cryogenic equipment suppliers, and other vertically integrated hydrogen providers.
We believe Hidrogenii will support reliability of supply and speed to market for hydrogen throughout North America and set the foundation for broader collaboration between Plug and Olin. The construction of the 15-ton-per-day hydrogen production plant in St.
We believe Hidrogenii will support reliability of supply and speed to market for hydrogen throughout North America and set the foundation for broader collaboration between Plug and Olin. The joint venture’s 15-ton-per-day hydrogen production plant in St. Gabriel, Louisiana commenced operations in April 2025.
We seek to provide everyone at Plug with equal opportunity to grow and develop, leveraging the unique skills and differences of their individual background, characteristics, and aspirations. ​ We appreciate the collective differences of our employees, and we value different perspectives to solve complex problems and bring innovative solutions.
We seek to provide all employees with equal opportunity to grow and develop, leveraging the unique skills and differences of their individual background, characteristics, and aspirations. ​ We appreciate the collective differences of our employees, and we value different perspectives to solve complex problems and bring innovative solutions. We are transparent and collaborative, welcoming ideas, thoughts, and questions from everyone.
For example, although we believe the liquid hydrogen supply challenges of the past may have lessened in recent months, 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.
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 12 Table of Contents 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.
Plug’s hydrogen liquefaction system has one of the most energy-efficient designs on the market utilizing hydrogen as the refrigerant in the main liquefaction cycle. ● Liquid hydrogen cryogenic solutions : Plug has expertise designing and manufacturing cryogenic solutions, including liquid storage tanks, delivery trailers, vaporizers, portable equipment, and integrated control systems.
Plug’s hydrogen liquefaction system has one of the most energy-efficient designs on the market utilizing hydrogen as the refrigerant in the main liquefaction cycle. ● Liquid hydrogen cryogenic solutions : Plug has expertise designing and manufacturing cryogenic solutions, including liquid storage tanks, delivery trailers, vaporizers, portable equipment, and integrated control systems. ● Hydrogen production : In addition to its pre-existing hydrogen production plants in Tennessee and Georgia, Plug began producing liquid hydrogen at its hydrogen production plant in St.
At the close of 2024, we had 30 U.S. patent applications pending.
At the close of 2025, we had 23 U.S. patent applications pending.
In creating the first commercially viable market for hydrogen fuel cells, the Company has deployed more than 72,000 fuel cell systems for forklifts and more than 275 fueling stations.
In creating the first commercially viable market for hydrogen fuel cells, the Company has deployed more than 74,000 fuel cell systems, primarily through material handling applications, and operates more than 275 fueling stations.
However, ongoing changes to, and evolution of, our products designs such as simultaneous design/build efforts and new product serviceability trends, or incorrect forecasting or updates to previously forecasted volumes could present challenges to those strategies despite best efforts in leveraging supplier relationships and capabilities.
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.
(“Walmart”), accounted for 16.6% of our total consolidated revenues, which included a provision for warrant charge of $19.6 million.
(“Walmart”), accounted for 24.2% of our total consolidated revenues, which included a provision for warrant charge of $29.2 million.
Our research and development expense totaled $77.2 million, $113.7 million, and $99.6 million during the years ended December 31, 2024, 2023 and 2022, respectively. ​ Human Capital Resources ​ As of December 31, 2024, we had 3,224 employees, of which 172 are temporary employees, with 2,771 located in the United States and 453 located outside of the United States.
Our research and development expense totaled $58.0 million, $77.2 million, and $113.7 million during the years ended December 31, 2025, 2024 and 2023, respectively. ​ Human Capital Resources ​ As of December 31, 2025, we had 2,582 employees, of which 238 are temporary employees, with 2,216 located in the United States and 366 located outside of the United States.
Hidrogenii is owned 50% by Plug Power LA JV, LLC and 50% by Niloco Hydrogen Holdings LLC. ​ Our wholly-owned subsidiary, Plug Power France, entered into a joint venture with Renault named HyVia in the second quarter of 2021.
Hidrogenii is owned 50% by Plug Power LA JV, LLC and 50% by Niloco Hydrogen Holdings LLC. ​ Our wholly-owned subsidiary, Plug Power España S.L. (“Plug Power Spain”), entered into a joint venture with Acciona, named AccionaPlug S.L., in the fourth quarter of 2021.
These acquisitions are expected to further establish a pathway for Plug to transition from low-carbon to zero-carbon hydrogen solutions. ​ Competition ​ We experience competition in all areas of our business. The markets we address for motive and backup power are characterized by the presence of well-established battery and combustion generator products.
These acquisitions have contributed to Plug’s efforts to transition from low-carbon to zero-carbon hydrogen solutions by expanding its internal hydrogen production and electrolyzer capabilities. ​ Competition ​ We experience competition in all areas of our business. The markets we address for motive and backup power are characterized by the presence of well-established battery and combustion generator products.
For example, in 2024 we launched a Global Employee Assistance Program to help with mental health, coaching and therapy services. ​ Available Information ​ Our Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, including exhibits, and amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Exchange Act are available free of charge, other than an investor’s own internet access charges, on the Company’s website at www.plugpower.com as soon as reasonably practicable after the Company electronically files such material with, or furnishes it to, the Securities and Exchange Commission (the “SEC”).
In addition, we undertake to safeguard the health and well-being of our employees by providing them with access to health and wellness programs that are designed to promote long-term healthy and active lifestyles. ​ Available Information ​ Our Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, including exhibits, and amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Exchange Act are available free of charge, other than an investor’s own internet access charges, on the Company’s website at www.plugpower.com as soon as reasonably practicable after the Company electronically files such material with, or furnishes it to, the Securities and Exchange Commission (the “SEC”).
These unexpected delays and expenses can be exacerbated in periods in which we deliver and install a larger number of smaller projects. In addition, if even relatively short delays occur, there may be a significant shortfall between the revenue we expect to generate in a particular period and the revenue that we are able to recognize.
In addition, if even relatively short delays occur, there may be a significant shortfall between the revenue we expect to generate in a particular period and the revenue that we are able to recognize.
We endeavor to champion inclusivity, to respect each other, and to celebrate our differences as we build an environment in which we are all proud to be a part. ​ Community Involvement ​ We recognize the importance of supporting our local communities as we continue to grow as an organization.
We endeavor to champion inclusivity, to respect each other, and to celebrate our differences as we build an environment in which we are all proud to be a part.
(“SK Innovation”) in South Korea. ​ ● Plug’s operating strategy objectives include decreasing product and service costs, while improving system reliability. ​ We believe continued investment in research and development is critical to the development and enhancement of innovative products, technologies, and services. ​ Business Organization ​ The Company continues to evolve its organizational design to meet the growing needs of the business and product offerings and align with the strategy discussed above.
Plug has shipped and commissioned electrolyzer systems in multiple regions globally, including North America, Europe and Australia and continues to support the deployment of large-scale hydrogen production plants in these and other markets. ​ ● Plug’s operating strategy objectives include decreasing product and service costs, while improving system reliability. ​ We believe continued investment in research and development is critical to the development and enhancement of innovative products, technologies, and services. ​ Business Organization ​ The Company continues to evolve its organizational design to meet the growing needs of the business and product offerings and align with the strategy discussed above.
For example, we face competition from legacy industrial gas companies that also produce hydrogen, and there are other companies that produce PEM electrolyzers, liquefiers and cryogenic transportation and storage equipment. Our products are designed to be more efficient on operating costs and we offer vertically integrated end-to-end hydrogen solutions.
For example, we face competition from legacy industrial gas companies that also produce hydrogen, and there are other companies that produce PEM electrolyzers, liquefiers and cryogenic transportation and storage equipment.
This joint venture is owned 49% by Plug Power Inc. and 51% by SK Innovation. ​ Plug Power Inc. has also invested in a hydrogen infrastructure and growth equity fund, Clean H2 Infra Fund, a special limited partnership registered in France, since the fourth quarter of 2021.
The Company received $6.5 million in cash in connection with the sale. ​ Plug Power Inc. has also invested in a hydrogen infrastructure and growth equity fund, Clean H2 Infra Fund, a special limited partnership registered in France, since the fourth quarter of 2021.
Plug is also planning to build out a clean hydrogen network in Europe and continues to explore potential partners with whom to build hydrogen production plants, with ongoing efforts for a hydrogen production plant at multiple locations in Europe. ​ ● Scaling production through electrolyzer and fuel cell gigafactories at our gigafactory in Rochester, New York and our 350,000 square-foot world-class fuel cell manufacturing facility to support the growing demand for fuel cells in Slingerlands, New York. ​ ● Scaling Plug’s electrolyzer program to provide comprehensive and economical solutions focused on our 5-megawatt (“MW”) and 10MW offerings and using these building blocks to reach into the gigawatt-scale electrolyzer market.
Plug is also actively advancing multi-megawatt electrolyzer projects in Europe, including deployments in Portugal and other markets across Europe and Australia. ​ ● Scaling production through electrolyzer and fuel cell gigafactories at our gigafactory in Rochester, New York and our fuel cell manufacturing facility to support the growing demand for fuel cells in Slingerlands, New York. ​ ● Scaling Plug’s electrolyzer program to provide comprehensive and economical solutions focused on our 5-megawatt (“MW”) and 10MW offerings and using these building blocks to reach into the gigawatt-scale electrolyzer market.
Gabriel, Louisiana is on schedule, as previously announced, for operations in the first quarter of 2025, now entering the final commissioning phase, and Plug continues to progress additional new hydrogen production plants throughout the United States, including in New York and Texas. ​ We were organized as a corporation in the State of Delaware on June 27, 1997. ​ Unless the context indicates otherwise, the terms “Company,” “Plug,” “we,” “our,” or “us” as used herein refer to Plug Power Inc. and its subsidiaries. ​ Business Strategy ​ Plug understands that green hydrogen is integral to addressing climate change in both the short and long term.
Gabriel, Louisiana in April 2025. ​ We were organized as a corporation in the State of Delaware on June 27, 1997. ​ Unless the context indicates otherwise, the terms “Company,” “Plug,” “we,” “our,” or “us” as used herein refer to Plug Power Inc. and its subsidiaries. ​ 7 Table of Contents Business Strategy ​ Plug believes that green hydrogen will play an important role in addressing climate change in both the short and long term.
This design increases plant reliability and availability while minimizing parasitic losses like heat leak and seal gas losses. ​ Cryogenic Equipment: E ngineered equipment including trailers and mobile storage equipment for the distribution of liquified hydrogen, oxygen, argon, nitrogen and other cryogenic gases. ​ Liquid Hydrogen: Liquid hydrogen provides an efficient fuel alternative to fossil-based energy.
This design increases plant reliability and availability while minimizing parasitic losses like heat leak and seal gas losses. ​ Cryogenic Equipment: E ngineered equipment including trailers and mobile storage equipment for the distribution of liquified hydrogen, oxygen, argon, nitrogen and other cryogenic gases. ​ GenSure: GenSure is our stationary fuel cell solution providing scalable, modular PEM fuel cell power to support applications on both a small and large power scale.
The hydrogen tanks used in these systems have been either certified to ANSI/CSA NGV2-2007 “Compressed Natural Gas Vehicle Fuel Containers” or ISO/TS 15869 “Gaseous hydrogen and hydrogen blends—Land vehicle fuel tanks”. We will continue to design our GenDrive products to meet ANSI and/or other applicable standards.
The class 1, 2, and 3 GenDrive products are designed with the intent of meeting the requirements of UL 2267 “Fuel Cell Power Systems for Installation in Industrial Electric Trucks” and NFPA 505 “Fire Safety Standard for Powered Industrial Trucks.” The hydrogen tanks used in these systems have been either certified to ANSI/CSA NGV2-2007 “Compressed Natural Gas Vehicle Fuel Containers” or ISO/TS 15869 “Gaseous hydrogen and hydrogen blends—Land vehicle fuel tanks.” We will continue to design our GenDrive products to meet ANSI and/or other applicable standards.
For example, our technologies provide more sustained power than batteries, recharge more quickly and also do not require our customers’ distribution centers to draw significant power from a local electrical grid. ● Stationary products – In backup and intermittent power applications, such as EV charging, we face competition from diesel generators provided by large corporations around the world.
For example, our technologies provide more sustained power than batteries, recharge more quickly and also do not require our customers’ distribution centers to draw significant power from a local electrical grid. ● Hydrogen generation and storage – We face competition from companies offering products similar to ours.
Indeed, decarbonization is our very mission. To reach this goal, Plug’s business strategy is focused on the following: ​ ● Expanding hydrogen production, with a focus on both output capabilities and geography.
Plug’s strategy includes expanding the production and use of lower-carbon and green hydrogen solutions as renewable energy and supporting infrastructure continue to scale. To reach this goal, Plug’s business strategy is focused on the following: ​ ● Expanding hydrogen production, with a focus on both output capabilities and geography.
This includes Plug’s membrane electrode assembly (“MEA”), a critical component of the fuel cell stack used in zero-emission fuel cell systems. ​ GenFuel : GenFuel is our liquid hydrogen fueling, delivery, generation, storage, and dispensing system. ​ GenCare : GenCare is our ongoing “Internet of Things”-based maintenance and on-site service program for GenDrive fuel cell systems, GenSure fuel cell systems, GenFuel hydrogen storage and dispensing products and Progen fuel cell engines. ​ GenKey : GenKey is our vertically integrated “turn-key” solution combining either GenDrive or GenSure fuel cell power with GenFuel fuel and GenCare aftermarket service, offering complete simplicity to customers transitioning to fuel cell power. ​ Electrolyzers : The design and implementation of 5MW and 10MW electrolyzer systems that are modular, scalable hydrogen generators optimized for clean hydrogen production.
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. ​ Our current product and service portfolio includes: ​ GenDrive: GenDrive is our hydrogen fueled PEM fuel cell system, providing power to material handling EVs, including Class 1, 2, 3 and 6 electric forklifts, automated guided vehicles, and ground support equipment. ​ GenFuel: GenFuel is our liquid hydrogen fueling, delivery, generation, storage, and dispensing system. ​ GenCare: GenCare is our ongoing “Internet of Things”-based maintenance and on-site service program for GenDrive fuel cell systems, GenSure fuel cell systems, GenFuel hydrogen storage and dispensing products. ​ GenKey: GenKey is our vertically integrated “turn-key” solution combining either GenDrive or GenSure fuel cell power with GenFuel fuel and GenCare aftermarket service, offering complete simplicity to customers transitioning to fuel cell power. ​ GenEco Electrolyzers: The design and implementation of 5MW and 10MW electrolyzer systems that are modular, scalable hydrogen generators optimized for clean hydrogen production.
AccionaPlug S.L. has received funding and is owned 50% by Plug Power Spain and 50% by Acciona. ​ Plug Power Inc. entered into a joint venture with SK Innovation named SK Plug Hyverse Co. Ltd. (“SK Plug Hyverse”), which was initially funded in the first quarter of 2022.
The joint venture intends to develop clean hydrogen projects in Spain and Portugal and continues to evaluate potential projects. AccionaPlug S.L. is owned 50% by Plug Power Spain and 50% by Acciona and has received initial project financing commitments. ​ Plug Power Inc. entered into a joint venture with SK Innovation Co., Ltd (“SK Innovation”) named SK Plug Hyverse Co.
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.
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 8 Table of Contents sites where we believe our products and services provide a unique combination of productivity, flexibility, and environmental benefits; and (b) production of hydrogen.
Facilities ​ Currently, we manufacture and/or assemble our products at our manufacturing facilities in Latham, New York; Rochester, New York; Slingerlands, New York; Houston, Texas; and Lafayette, Indiana; and have an expanded customer service center in Dayton, Ohio. In addition, we have hydrogen production plants in Charleston, Tennessee; Kingsland, Georgia; and St. Gabriel, Louisiana.
Plug is currently targeting Europe, Australia, North America and select international markets (including parts of Asia) for expansion in adoption of its hydrogen and electrolyzer solutions. ​ Facilities ​ Currently, we manufacture and/or assemble our products at our manufacturing facilities in Slingerlands, New York; Rochester, New York; Houston, Texas; and Lafayette, Indiana; and have an expanded customer service center in Miamisburg, Ohio.
We anticipate bookings and revenue will be uneven in the near-term while we pursue sales opportunities. ​ Additionally, we, as well as our suppliers and vendors, have observed an increasingly competitive labor market. Tight labor markets have resulted in longer times to fill open positions for us and our suppliers and vendors.
Tight labor markets have resulted in longer times to fill open positions for us and our suppliers and vendors.
In addition to our milestone achievement in January 2024 at our hydrogen facility in Georgia, Plug restarted operation of its hydrogen production plant in Tennessee in February 2024 and its hydrogen production plant in Louisiana is now entering the final commissioning phase. ​ 7 Table of Contents ● Building out a clean hydrogen network of production plants.
In addition to our hydrogen facilities in Georgia and Tennessee, Plug commissioned its hydrogen production plant in Louisiana in April 2025, adding to its North American hydrogen generation network. ​ ● Building out a clean hydrogen network of production plants.
For example, our hydrogen liquefaction system has one of the most energy-efficient designs in the market utilizing hydrogen as the refrigerant in the main liquefaction cycle, and our hydrogen tanker is one of the largest and lightest trailers currently being manufactured, with significant over-the-road payloads. ​ Intellectual Property ​ We believe that neither we nor our competitors can achieve a significant proprietary position on the basic technologies currently used in PEM fuel cell systems.
Our products are designed to offer vertically integrated end-to-end hydrogen solutions. ​ Intellectual Property ​ We believe that neither we nor our competitors can achieve a significant proprietary position on the basic technologies currently used in PEM fuel cell systems.
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The Plug hydrogen tanker is one of the largest and lightest trailers currently manufactured, with significant over-the-road payloads. ● Hydrogen production : In addition to its pre-existing hydrogen production plant in Tennessee, Plug began producing liquid hydrogen at its hydrogen facility in Kingsland, Georgia in January 2024. Also, Plug’s hydrogen production plant in St.
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In addition to Plug’s commitment to building a network across the United States, Plug is planning to build out a clean hydrogen network in Europe and continues to explore potential partners with whom to build hydrogen production plants.
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Plug is committed to building a network across the United States.
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Electrolyzers are integral to Plug’s clean hydrogen ecosystem.
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Electrolyzers are integral to Plug’s clean hydrogen ecosystem. ​ ● Expanding into the large-scale stationary power market, including backup and continuous power applications, including data centers, microgrids, distribution centers and electric vehicle (“EV”) charging. ​ ● Expanding into new regions that require decarbonization, including in Europe and Asia through joint ventures with Acciona Generación Renovable, S.A.
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For smaller applications, Plug’s Low Power GenSure supports backup and grid-support applications of the telecommunications, transportation, and utility sectors. Our High Power GenSure product line supports large scale stationary power, EV charging infrastructure, and data center markets. ​ Liquid Hydrogen: Liquid hydrogen provides an efficient fuel alternative to fossil-based energy.
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(“Acciona”) in Spain and SK Innovation Co., Ltd, successor in interest to SK E&S Co., Ltd.
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We produce liquid hydrogen at our production facilities in Tennessee, Georgia and Louisiana and through third-party supply arrangements, utilizing electrolyzer systems and liquefaction systems.
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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. ​ 8 Table of Contents Our current product and service portfolio includes: ​ GenDrive : GenDrive is our hydrogen fueled PEM fuel cell system, providing power to material handling EVs, including Class 1, 2, 3 and 6 electric forklifts, automated guided vehicles, and ground support equipment. ​ GenSure : GenSure is our stationary fuel cell solution providing scalable, modular PEM fuel cell power to support the backup and grid-support power requirements of the telecommunications, transportation, and utility sectors; our GenSure High Power Fuel Cell Platform supports large scale stationary power and data center markets. ​ Progen : Progen is our fuel cell stack and engine technology currently used globally in mobility and stationary fuel cell systems.
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In addition, we have hydrogen production plants in Charleston, Tennessee; Kingsland, Georgia; and St. Gabriel, Louisiana.
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Plug is currently targeting Asia, Australia, Europe, Middle East and North America for expansion in adoption. The European Union (the “EU”) has rolled out ambitious targets for the hydrogen economy, with the United Kingdom also taking steps in this direction, and Plug is seeking to execute on our strategy to become one of the European leaders in the hydrogen economy.
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Ltd. (“SK Plug Hyverse”), owned 49% by the Company and 51% by SK Innovation. On December 31, 2025, the Company executed a share purchase agreement (the “Share Purchase Agreement”) with SK Innovation pursuant to which the Company agreed to sell, and SK Innovation agreed to purchase, the Company’s entire 49% equity interest in SK Plug Hyverse.
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This includes a targeted account strategy for material handling, securing strategic partnerships with European OEMs, energy companies, utility leaders and accelerating our electrolyzer business.
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With respect to production, we are currently operating in an environment of heightened cost pressures driven by tariffs, global energy volatility, and inflation. 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.
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In 2022, we opened a warehouse and logistics center in Duisburg, Germany.
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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.
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Gabriel, Louisiana progressed as planned in 2024 and is on schedule, as previously announced, for operations in the first quarter of 2025 once the final commissions phase is complete.
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If cost trends do not improve as anticipated or if service performance does not meet our expectations, we may be required to record additional service loss provisions in future periods.
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HyVia was formed to manufacture and sell fuel cell powered electric light commercial vehicles (“FCE-LCVs”) and to supply hydrogen fuel and fueling stations to support the FCE-LCV market, in each case primarily in Europe. HyVia is owned 50% by Plug Power France and 50% by Renault.

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Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

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If we are unable to manage our growth effectively, we may not be able to take advantage of market opportunities, develop new products, satisfy customer requirements, execute our business plan, or respond to competitive pressures. ​ If we fail to maintain effective internal 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. ​ The Sarbanes-Oxley Act requires, among other things, that we maintain effective internal control over financial reporting and disclosure controls and procedures.
If we are unable to manage our growth effectively, we may not be able to take advantage of market opportunities, develop new products, satisfy customer requirements, execute our business plan, or respond to competitive pressures. ​ If we fail to maintain effective internal control over financial reporting, we may not be able to accurately report our financial results in a timely manner or prevent fraud and may be subject to fines, penalties or judgments, which can harm our reputation or otherwise cause a decline in investor confidence. ​ The Sarbanes-Oxley Act requires, among other things, that we maintain effective internal control over financial reporting and disclosure controls and procedures.
Further, environmental laws and human health and safety and regulations, and the administration, interpretation, and enforcement thereof, are subject to change and may become more stringent in the future, each of which could materially adversely affect our business, financial condition, and results of operations.
Further, environmental laws and human health and safety regulations, and the administration, interpretation, and enforcement thereof, are subject to change and may become more stringent in the future, each of which could materially adversely affect our business, financial condition, and results of operations.
These provisions include, but are not limited to: the ability of our Board to issue shares of preferred stock in one or more series and to determine the terms of those shares, including preference and voting rights, without a stockholder vote; the exclusive right of our Board to elect a director to fill a vacancy created by the expansion of our Board or the resignation, death or removal of a director, which prevents stockholders from being able to fill vacancies on our Board; the inability of stockholders to call a special meeting of stockholders; the prohibition on stockholder action by written consent, which forces stockholder action to be taken at an annual or special meeting of our stockholders; advance notice informational and procedural requirements for nominations for election to our Board or for proposing business to be brought before a stockholder meeting, which may discourage or deter a potential acquirer from conducting a solicitation of proxies to elect the acquirer’s own slate of directors or otherwise attempting to obtain control of us; a prohibition against stockholders nominating a number of their own nominees at the annual meeting of the stockholders that exceeds the number of directors to be elected at such annual meeting; the ability of our Board, by majority vote and without shareholder approval, to amend the bylaws, which may allow our Board to take additional actions to prevent an unsolicited takeover and inhibit the ability of an acquirer to amend the bylaws to facilitate an unsolicited takeover attempt; and staggered terms for our directors, which effectively prevents stockholders from electing a majority of the directors at any one annual meeting of stockholders. ​ In addition, as a Delaware corporation, we are subject to Section 203 of the Delaware General Corporation Law.
These provisions include, but are not limited to: the ability of our Board to issue shares of preferred stock in one or more series and to determine the terms of those shares, including preference and voting rights, without a stockholder vote; the exclusive right of our Board to elect a director to fill a vacancy created by the expansion of our Board or the resignation, death or removal of a director, which prevents stockholders from being able to fill vacancies on our Board; the inability of stockholders to call a special meeting of stockholders; the prohibition on stockholder action by written consent, which forces stockholder action to be taken at an annual or special meeting of our stockholders; advance notice informational and procedural requirements for nominations for election to our Board or for proposing business to be brought before a stockholder meeting, which may discourage or deter a potential acquirer from conducting a solicitation of proxies to elect the acquirer’s own slate of directors or otherwise attempting to obtain control of us; a prohibition against stockholders nominating a number of their own nominees at the annual meeting of the stockholders that exceeds the number of directors to be elected at such annual meeting; the ability of our Board, by majority vote and without stockholder approval, to amend the bylaws, which may allow our Board to take additional actions to prevent an unsolicited takeover and inhibit the ability of an acquirer to amend the bylaws to facilitate an unsolicited takeover attempt; and staggered terms for our directors, which effectively prevents stockholders from electing a majority of the directors at any one annual meeting of stockholders. ​ In addition, as a Delaware corporation, we are subject to Section 203 of the Delaware General Corporation Law.
Our indebtedness could have negative consequences on our future operations, including: ● we may have difficulty satisfying our obligations with respect to our outstanding debt; ● we may have difficulty obtaining financing in the future for working capital, capital expenditures, acquisitions, or other purposes; ● our vulnerability to general economic downturns and adverse industry conditions could increase; ● our flexibility in planning for, or reacting to, changes in our business and in our industry in general could be limited; and ● our amount of debt and the amount we must pay to service our debt obligations could place us at a competitive disadvantage compared to our competitors that may have less debt. ​ 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.
Our indebtedness could have negative consequences on our future operations, including: ● we may have difficulty satisfying our obligations with respect to our outstanding debt; ● we may have difficulty obtaining financing in the future for working capital, capital expenditures, acquisitions, or other purposes; ● our vulnerability to general economic downturns and adverse industry conditions could increase; ● our flexibility in planning for, or reacting to, changes in our business and in our industry in general could be limited; and ● our debt and the amount we must pay to service our debt obligations could place us at a competitive disadvantage compared to our competitors, who may have less debt. ​ 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.
Security breaches of our information technology systems, including cyber-attacks, ransomware attacks, or use of malware or phishing or other malicious techniques by threat actors, have in the past and could in the future impact our operations or lead to liability, or damage our reputation and financial results. ​ We have in the past experienced and may in the future experience problems with the operation of our current information technology systems or the technology systems of third parties on which we rely, as well as the development and deployment of new information technology systems, that could adversely affect, or even temporarily disrupt, all or a portion of our operations until resolved.
Security breaches of our information technology systems, including cyber-attacks, ransomware attacks, or use of malware or phishing or other malicious techniques by threat actors, have in the past, and could in the future impact our operations or lead to liability, or damage our reputation and financial results. ​ We have in the past experienced and may in the future experience problems with the operation of our current information technology systems or the technology systems of third parties on which we rely, as well as the development and deployment of new information technology systems, which could adversely affect, or even temporarily disrupt, all or a portion of our operations until resolved.
These provisions may prohibit large stockholders, in particular those owning 15% or more of our outstanding voting stock, from merging or combining with us for a certain period of time. 38 Table of Contents ​ Our amended and restated bylaws provide that unless the Company consents in writing to the selection of an alternative forum, the Court of Chancery of the State of Delaware will be the sole and exclusive forum for any state law claims for: (i) any derivative action or proceeding brought on behalf of the Company, (ii) any action asserting a claim of, or a claim based on, a breach of a fiduciary duty owed by any director, officer or other employee of the Company to the Company or the Company’s stockholders, (iii) any action asserting a claim arising pursuant to any provision of the Delaware General Corporation Law or the Company’s amended and restated certificate of incorporation or amended and restated bylaws, or (iv) any other action asserting a claim governed by the internal affairs doctrine.
These provisions may prohibit large stockholders, in particular those owning 15% or more of our outstanding voting stock, from merging or combining with us for a certain period of time. ​ Our amended and restated bylaws provide that unless the Company consents in writing to the selection of an alternative forum, the Court of Chancery of the State of Delaware will be the sole and exclusive forum for any state law claims for: (i) any derivative action or proceeding brought on behalf of the Company, (ii) any action asserting a claim of, or a claim based on, a breach of a fiduciary duty owed by any director, officer or other employee of the Company to the Company or the Company’s stockholders, (iii) any action asserting a claim arising pursuant to any provision of the Delaware General Corporation Law or the Company’s amended and restated certificate of incorporation or amended and restated bylaws, or (iv) any other action asserting a claim governed by the internal affairs doctrine.
The Company could experience supply chain-related delays for components of our products, hydrogen generation projects, and manufacturing facilities that could impact our cost of hydrogen production or could affect our ability to generate hydrogen.
The Company could experience supply chain-related delays for components of our products, hydrogen generation facilities, and manufacturing facilities that could impact our cost of hydrogen production or could affect our ability to generate hydrogen.
Some of our competitors are much larger than we are and may have the manufacturing, marketing and sales capabilities to complete research, development, and commercialization of products more quickly and effectively than we can.
Some of our competitors are larger than we are and may have the manufacturing, marketing and sales capabilities to complete research, development, and commercialization of products more quickly and effectively than we can.
Additionally, our planned international operations are subject to other inherent risks, including potential difficulties in enforcing contractual obligations and intellectual property rights in foreign countries, and could be adversely affected due to, among other things, fluctuations in currency exchange rates, political and economic instability, acts or threats of terrorism, changes in governmental policies or policies of central banks, expropriation, nationalization and/or confiscation of assets, price controls, fund transfer restrictions, capital controls, exchange rate controls, taxes, unfavorable political and diplomatic developments, changes in legislation or regulations and other additional developments or restrictive actions over which we will have no control. ​ Doing business in foreign markets requires us to be able to respond to rapid changes in market, legal, and political conditions in these countries.
Additionally, our planned international operations are subject to other inherent risks, including potential difficulties in enforcing contractual obligations and intellectual property rights in foreign countries, and could be adversely affected due to, among other things, fluctuations in currency exchange rates, political and economic instability, acts or threats of terrorism, changes in governmental policies or policies of central banks, expropriation, nationalization and/or confiscation of assets, price controls, fund transfer restrictions, capital controls, exchange rate controls, taxes, unfavorable political and diplomatic developments, changes in legislation or regulations (including energy, environmental and trade-related regulations) and other additional developments or restrictive actions over which we will have no control. ​ Doing business in foreign markets requires us to be able to respond to rapid changes in market, legal, and political conditions in these countries.
Further, we have been required, and may be required in the future, to continue to pledge or restrict substantial amounts of our cash to support these financing arrangements. As a result, such cash will not be available to us for other purposes, which may have a material adverse effect on our liquidity and financial position.
Further, we have been required, and may be required in the future, to continue to pledge or restrict substantial amounts of our cash to support legacy financing arrangements. As a result, such cash will not be available to us for other purposes, which may have a material adverse effect on our liquidity and financial position.
FINANCIAL AND LIQUIDITY RISKS ​ Our ability to achieve our business objectives and to continue to meet our obligations is dependent upon our ability to maintain a sufficient level of liquidity. ​ Our ability to maintain a sufficient level of liquidity to meet our financial obligations will be dependent upon our future performance, which will be subject to general economic conditions, industry tailwinds and financial, business and other factors affecting our operations, many of which are beyond our control.
FINANCIAL AND LIQUIDITY RISKS ​ Our ability to achieve our business objectives and to continue to meet our obligations is dependent upon our ability to maintain a sufficient level of liquidity and access capital. ​ Our ability to maintain a sufficient level of liquidity to meet our financial obligations will be dependent upon our future performance, which will be subject to general economic conditions, industry tailwinds and financial, business and other factors affecting our operations, many of which are beyond our control.
Longer term, given evolving market dynamics and changes in alternative energy tax credits, if we are unable to successfully develop future products that are competitive with competing technologies in terms of price, reliability and longevity, customers may not buy our products.
Longer term, given evolving market dynamics and changes in alternative energy tax credits and incentive programs, if we are unable to successfully develop future products that are competitive with competing technologies in terms of price, reliability and longevity, customers may not buy our products.
Such challenges might include unexpected changes in regulatory requirements; potential conflicts or disputes that countries may have to deal with, among other things, data privacy requirements; labor laws and anti-competition regulations; export or import restrictions; laws and business practices favoring local companies; fluctuations in currency exchange rates; longer payment cycles and difficulties in collecting accounts receivables; difficulties in managing international operations; potentially adverse tax consequences, tariffs, customs charges, bureaucratic requirements and other trade barriers; restrictions on repatriation of earnings; and the burdens of complying with a wide variety of international laws.
Such challenges might include unexpected changes in regulatory requirements; potential conflicts or disputes that countries may have to deal with, among other things, data privacy requirements; labor laws and anti-competition regulations; export or import restrictions; laws and business practices favoring local companies; fluctuations in currency exchange rates; longer payment cycles and difficulties in collecting accounts receivables; difficulties in managing international operations; potentially adverse tax consequences, tariffs, customs charges, bureaucratic requirements and other trade barriers; restrictions on repatriation of earnings; sanctions regimes and trade compliance obligations; and the burdens of complying with a wide variety of international laws.
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, 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.
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.
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 high degree of volatility, whose loss to us or general unavailability could have a material adverse effect upon our business and financial condition.
Most components essential to our business are generally available from multiple sources; however, we believe there are some component suppliers and manufacturing vendors, particularly those suppliers and vendors that supply materials in very limited supply worldwide or supply commodities that have constrained supply, geographic concentration or high degree of volatility, whose loss to us or general unavailability could have a material adverse effect upon our business and financial condition.
The discussion contained in this Annual Report on Form 10-K contains “forward-looking statements” within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act, that involve risks and uncertainties. Refer to the section entitled “Forward-Looking Statements”. ​ A.
The discussion contained in this Annual Report on Form 10-K contains “forward-looking statements” within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act that involve risks and uncertainties. Refer to the section entitled “Forward-Looking Statements.” ​ A.
Our inability to successfully execute our business objectives could have a material adverse effect on our business, financial condition and results of operations. ​ To the extent our cost saving measures are not sufficient to drive a substantial reduction in cash burn throughout 2025 and we are unable to repay our debt and other obligations as they become due with cash on hand or from other sources, we will need to restructure or refinance all or part of our debt, sell assets, reduce capital expenditures, borrow more cash or raise equity.
Our inability to successfully execute our business objectives could have a material adverse effect on our business, financial condition and results of operations. ​ To the extent our cost saving measures are not sufficient to drive a substantial reduction in cash burn throughout the near to medium term and we are unable to repay our debt and other obligations as they become due with cash on hand or from other sources, we will need to restructure or refinance all or part of our debt, sell assets, reduce capital expenditures, borrow more cash or raise equity.
Failure to obtain needed licenses could delay or prevent the development, manufacture or sale of our 29 Table of Contents products, and could necessitate the expenditure of significant resources to develop or acquire non-infringing intellectual property. ​ We may need to pursue lawsuits or legal action in the future to enforce our intellectual property rights, to protect our trade secrets and domain names, and to determine the validity and scope of the proprietary rights of others.
Failure to obtain needed licenses could delay or prevent the development, manufacture or sale of our products, and could necessitate the expenditure of significant resources to develop or acquire non infringing intellectual property. ​ We may need to pursue lawsuits or legal action in the future to enforce our intellectual property rights, to protect our trade secrets and domain names, and to determine the validity and scope of the proprietary rights of others.
Furthermore, we may become increasingly subject to domestic content sourcing requirements and Buy America preferences, as required by federal infrastructure funding and various tax incentives in the United States, and we may become subject in the future to domestic sourcing requirements that may become relevant to the European Union.
Furthermore, we may become increasingly subject to domestic content sourcing requirements and preferences, as required by federal infrastructure funding and various tax incentives in the United States, and we may become subject in the future to domestic sourcing requirements that may become relevant to the European Union.
Furthermore, ongoing global economic trends have caused significant challenges for global supply chains resulting in inflationary cost pressures, component shortages, and transportation delays, which have impacted our business. ​ We face risks associated with our plans to market, distribute, and service our products internationally. ​ We market, distribute, sell and service our product offerings internationally and expect to continue investing in our international operations.
Furthermore, ongoing global economic trends have caused significant challenges for global supply chains resulting in inflationary cost pressures, component shortages, supplier capacity constraints and transportation delays, which have impacted our business. ​ We face risks associated with our plans to market, distribute, and service our products internationally. ​ We market, distribute, sell and service our product offerings internationally and expect to continue investing in our international operations.
Generally accepted accounting principles in the United States (“GAAP”) is subject to interpretation by the FASB, the American Institute of Certified Public Accountants, the SEC and various bodies formed to promulgate and interpret appropriate accounting principles.
Generally accepted accounting principles in the United States (“GAAP”) are subject to interpretation by the FASB, the American Institute of Certified Public Accountants, the SEC and various bodies formed to promulgate and interpret appropriate accounting principles.
For example, our revenue recognition, loss accrual for service contracts, goodwill and impairment of long-lived assets policies are complex, and we often must make estimates and assumptions that could prove to be incorrect. We base our estimates on historical experience and on various other assumptions that we believe to be reasonable under the circumstances.
For example, our revenue recognition, loss accruals for service contracts and impairment of long-lived assets policies are complex, and we often must make estimates and assumptions that could prove to be incorrect. We base our estimates on historical experience and on various other assumptions that we believe to be reasonable under the circumstances.
Our ability to meet future liquidity needs and capital requirements will depend upon numerous factors, including the timing and quantity of product orders and shipments; attaining and expanding positive gross margins across all product lines; the timing and amount of our operating expenses; the timing and costs of working capital needs, including our ability to manage inventory; the timing and costs of building a sales base; the ability of our customers to obtain financing to support commercial transactions; our ability to obtain financing arrangements to support the sale or leasing of our products and services to customers, and the terms of such agreements that may require us to pledge or restrict substantial amounts of our cash to support these financing arrangements; the timing and costs of developing marketing and distribution channels; the timing and costs of product service requirements; the timing and costs of hiring and training product staff; the extent to which our products gain market acceptance; the timing and costs of product development and introductions; the extent of our ongoing and new research and development programs; and changes in our strategy or our planned activities. ​ To improve our financial condition and liquidity, we will have to raise additional capital.
Our ability to meet future liquidity needs and capital requirements will depend upon numerous factors, including the timing and quantity of product orders and shipments; attaining and expanding positive gross margins across all product lines; the timing and amount of our operating expenses; the timing and costs of working capital needs, including our ability to manage inventory; the timing and costs of building a sales base; the ability of our customers to obtain financing to support commercial transactions; our ability to obtain financing arrangements to support the sale or leasing of our products and services to customers, and the terms of such agreements that may require us to pledge or restrict substantial amounts of our cash to support these financing arrangements; the timing and costs of developing marketing and distribution channels; the timing and costs of product service requirements; the timing and costs of hiring and training product staff; the extent to which our products gain market acceptance; the timing and costs of product development and introductions; the extent of our ongoing and new research and development programs; and changes in our strategy or our planned activities.
Such activities are subject to potential risks and liabilities associated with flammable gases. ​ 30 Table of Contents The risk of product liability claims and associated adverse publicity is inherent in the development, manufacturing, marketing and sale of fuel cell products, electrolyzers, hydrogen production, and in products fueled by hydrogen, which is a flammable gas.
Such activities are subject to potential risks and liabilities associated with flammable gases. ​ The risk of product liability claims and associated adverse publicity is inherent in the development, manufacturing, marketing and sale of fuel cell products, electrolyzers, hydrogen production, and in products fueled by hydrogen, which is a flammable gas.
Additionally, our customers, suppliers and other business partners also could be adversely affected by these risks as described above, which in turn could result in their committing a breach or default under their contractual agreements with us, their insolvency or bankruptcy, or other adverse effects. ​ Any decline in available funding, lack of credit in the market, or access to cash and liquidity resources, or non-compliance of banking and financial services counterparties with their contractual commitments to us, our customers, suppliers and other partners could, among other risks, have material adverse impacts on our ability to meet our operating expenses and other financial needs, could result in breaches of our financial and/or contractual obligations, and could have material adverse impacts on our business, financial condition and results of operations. ​ C.
Additionally, our customers, suppliers and other business partners may also be adversely affected by these risks as described above, which in turn could result in their committing a breach or default under their contractual agreements with us, delaying payments or facilities, their insolvency or bankruptcy, or other adverse effects. ​ Any decline in available funding, lack of credit in the market, or constraints on access to cash and liquidity resources, or non-compliance of banking and financial services counterparties with their contractual commitments to us, our customers, suppliers and other partners could, among other risks, have material adverse impacts on our ability to meet our operating expenses and other financial needs, could result in breaches of our financial and/or contractual obligations, and could have material adverse impacts on our business, financial condition and results of operations.
For example, in or around March 2023, an unauthorized actor accessed our computer network and executed a ransomware attack, resulting in the encryption of certain of our computer systems, including systems used to store proprietary and confidential data, and exfiltration of personal information related to certain individuals.
For example, in or around March 2023, an unauthorized actor accessed our computer network and executed a ransomware 31 Table of Contents 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.
Nonetheless, reduced availability or interruption in supplies, whether resulting from more stringent regulatory requirements, supplier financial condition, increases in duties and tariff costs, disruptions in transportation, an outbreak of a severe public health pandemic, severe weather, or the occurrence or threat of wars or other conflicts, could have an adverse effect on our financial condition, results of operations and cash flows.
Nonetheless, reduced availability or interruption in supplies, whether resulting from more stringent regulatory requirements, supplier financial condition, increases in duties and tariff costs, disruptions in transportation, inflationary cost pressures, an outbreak of a severe public health pandemic, severe weather events, or the occurrence or threat of wars or other conflicts, could have an adverse effect on our financial condition, results of operations and cash flows.
The choice of forum provisions may therefore limit a stockholder’s ability to bring a claim in a judicial forum that it finds favorable for disputes with us or any of our current or former director, officer, other employee, agent, or stockholder.
The choice of forum provisions may therefore limit a stockholder’s ability to bring a claim in a judicial forum that it finds 44 Table of Contents favorable for disputes with us or any of our current or former director, officer, other employee, agent, or stockholder.
For example, increases in the cost of raw materials, and the expenses associated with the distribution and transportation of these materials and products we sell, can have an adverse impact on the business, financial condition, and results of operations of us or our suppliers.
For example, increases in the cost of raw materials, components, energy, labor and the expenses associated with the distribution and transportation of these materials and products we sell can have an adverse impact on the business, financial condition, and results of operations of us or our suppliers.
Any such delays have resulted and could continue to result in sales and installation delays, cancellations, penalty payments or loss of revenue and market share, any of which could have a material adverse effect on our business, results of operations, and financial condition. ​ B.
Any such delays have resulted and could continue to result in sales and installation delays, cancellations, penalty payments or liquidated damages, or loss of revenue and market share, any of which could have a material adverse effect on our business, results of operations, and financial condition.
Such projects 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 in 2024. ​ The viability and competitiveness of our hydrogen production facilities will depend, in part, upon favorable laws, regulations, and policies related to hydrogen production.
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. ​ Moreover, the viability and competitiveness of our hydrogen production facilities will depend, in part, upon favorable laws, regulations, and policies related to hydrogen production.
For example, in 2023, we experienced shortages in the supply of liquid hydrogen due to suppliers utilizing force majeure provisions under existing contracts. These volume constraints delayed our deployments and service margin improvements and negatively impacted the amount of hydrogen we have been able to provide under certain of our supply and other agreements.
For example, we have experienced, and may experience in the future, shortages in the supply of liquid hydrogen due to suppliers utilizing force majeure provisions under existing contracts. These volume constraints delayed our deployments and service margin improvements and negatively impacted the amount of hydrogen we have been able to provide under certain of our supply and other agreements.
The Company incurred net losses of approximately $2.1 billion for the year ended December 31, 2024. ​ To operate more efficiently and control our expenditures, in 2024 we implemented a broad range of cost saving measures, including operational consolidation, strategic workforce reductions and various other cost reduction initiatives.
The Company incurred net losses of approximately $1.7 billion for the year ended December 31, 2025. ​ To operate more efficiently and control our expenditures, in 2025 we implemented a broad range of cost saving measures, including operational consolidation, strategic workforce reductions and various other cost reduction initiatives.
For example, we have experienced delays in product launches, and there may also be product redesign or modification requirements that must be satisfied prior to shipment of units under certain of our agreements.
For example, we have experienced delays in product launches, and there may also be product redesign or modification requirements that must be satisfied prior to 28 Table of Contents shipment of units under certain of our agreements.
Our lack of cash flows may also constrain our business and subject us to significant risks, including being unable to make the necessary investments in our business, which can adversely impact our ability to effectively pursue our business objectives, including delays in the construction of our hydrogen plants or delays in our ability to fulfill purchase orders.
Our lack of cash flows may also constrain our business and subject us to significant risks, including being unable to make the necessary investments in our business, which can adversely impact our ability to effectively pursue our business objectives, including delays in the construction of our hydrogen plants or delays in our ability to fulfill purchase orders or service existing customer arrangements.
There are many large, well-established companies active in our industry and portions of the markets in which we compete, which may mean that we receive less widespread analyst coverage than 37 Table of Contents our competitors.
There are many large, well-established companies active in our industry and portions of the markets in which we compete, which may mean that we receive less widespread analyst coverage than our competitors.
Our inability to maintain the proprietary nature of our technology and processes could allow our competitors to limit or eliminate any competitive advantages we may have. ​ Our financial results may be adversely affected by changes in accounting principles generally accepted in the United States.
Our inability to maintain the proprietary nature of our technology and processes could allow our competitors to limit or eliminate any competitive advantages we may have and could adversely affect our business, financial condition and results of operations. ​ Our financial results may be adversely affected by changes in accounting principles generally accepted in the United States.
In addition, our cost savings initiatives may subject us to litigation risks 20 Table of Contents and expenses and may have other consequences, such as attrition beyond our planned reduction in workforce or a negative effect on employee morale, productivity or ability to attract highly skilled employees. ​ If our cost saving measures fail to achieve some or all of the expected benefits, it may negatively impact our current forecast of cash flows and we may be required to initiate further cost savings activities or negotiate further changes to existing agreements with vendors, suppliers and service providers.
In addition, our cost savings initiatives may subject us to litigation risks and expenses and may have other consequences, such as attrition beyond our planned reduction in workforce or a negative effect on employee morale, productivity or ability to attract highly skilled employees or key personnel critical to executing our strategy. ​ If our cost saving measures fail to achieve some or all of the expected benefits, it may negatively impact our current forecast of cash flows and we may be required to initiate further cost savings activities or negotiate further changes to existing agreements with vendors, suppliers and service providers.
We could incur substantial costs in prosecuting or defending trademark infringement suits. ​ Furthermore, we might encounter difficulties protecting intellectual property rights in foreign jurisdictions. Certain jurisdictions do not favor the enforcement of patents, trade secrets, and other intellectual property protection.
We could incur substantial costs in prosecuting or defending trademark infringement suits or other proceedings relating to brand protection. ​ Furthermore, we might encounter difficulties protecting intellectual property rights in foreign jurisdictions. Certain jurisdictions do not favor the enforcement of patents, trade secrets, and other intellectual property protection.
In addition, in March 2025, we announced additional measures to optimize our operational footprint, resource and ongoing expenses, which included additional reductions in the workforce and additional reductions in discretionary spending, inventory and capital expenditures.
For example, in March 2025, we announced additional measures to optimize our operational footprint, resource and ongoing expenses, which included additional reductions in the workforce and additional reductions in discretionary spending, inventory and capital expenditures.
See Note 2, “Summary of Significant Accounting Policies”, to our consolidated financial statements included in this Annual Report on Form 10-K regarding the effect of new accounting pronouncements on our financial statements.
See Note 2, “Summary of Significant Accounting Policies,” to our consolidated financial statements included in this Annual Report on Form 10-K regarding the effect of new accounting pronouncements on our financial statements.
We have experienced supply chain issues relating to the availability of hydrogen, including but not limited to suppliers utilizing force majeure provisions under existing contracts, which has led to volume constraints, delay in our deployments and service margin improvements, and negatively impacted the amount of hydrogen we have been able to provide under certain of our supply and other agreements.
We have experienced supply chain issues relating to the availability of hydrogen, including but not limited to suppliers utilizing force majeure provisions under existing contracts, which has led to volume constraints, delays in deployment and service margin improvements, and negatively impacted the amount of hydrogen we have been able to provide under certain supply and other agreements.
In an inflationary environment, we may be unable to raise the sales prices of our products and services at or above the rate at which our costs increase, which could reduce our profit margins. For example, with respect to our service business, we have experienced inflationary increases in labor, parts and related overhead.
In an inflationary environment, we may be unable to raise the sales prices of our products and services at or above the rate at which our costs increase, which could reduce our profit margins. For example, with respect to our service business, we have experienced increases in labor, parts and related overhead, including impacts from broader inflationary pressures.
Similarly, these events, concerns or speculation could result in less favorable financing terms, including higher interest rates or costs and tighter financial and operating covenants, or systemic limitations on access to credit and liquidity sources, thereby making it more difficult for us to acquire financing on acceptable terms or at all.
Similarly, these events, concerns or speculation could result in less favorable financing terms, including higher interest rates, increased borrowing costs, more restrictive underwriting standards, tighter financial and operating covenants, or systemic limitations on access to credit and liquidity sources, thereby making it more difficult for us to acquire financing on acceptable terms or at all.
These developments have led to supply chain disruption and transportation delays which have caused incremental freight charges, which have negatively impacted our business and our results of operations.
These developments have led, and may continue to lead, to supply chain disruption and transportation delays which have caused incremental freight charges, which have negatively impacted our business and our results of operations.
These laws often impose liability even if the owner or operator did not know of, or was 33 Table of Contents not responsible for, the release of such hazardous substances.
These laws often impose liability even if the owner or operator did not know of, or was not responsible for, the release of such hazardous substances.
There can be no assurance that the anticipated cost savings, operating efficiencies or other benefits will be achieved, within the anticipated timeframes or at all, or that they will not be significantly and materially less than anticipated.
There can be no assurance that the anticipated cost savings, operating 21 Table of Contents efficiencies or other benefits will be achieved, within the anticipated timeframes or at all, or that they will not be significantly and materially less than anticipated.
Orders for the Company’s products and services approximated $890.6 million as of the year ended December 31, 2024. The time periods from receipt of an order to shipment date and installation vary widely and are determined by a number of factors, including the terms of the customer contract and the customer’s deployment plan.
Orders for the Company’s products and services approximated $724.1 million as of the year ended December 31, 2025. The time periods from receipt of an order to shipment date and installation vary widely and are determined by a number of factors, including the terms of the customer contract and the customer’s deployment plan.
In addition, in recent years, the stock market has experienced significant price and volume fluctuations. This volatility has affected the market prices of securities issued by many companies for reasons unrelated to their operating performance and may adversely affect the price of our common stock. Such market price volatility could adversely affect our ability to raise additional capital.
In addition, periodically, the stock market has experienced 42 Table of Contents significant price and volume fluctuations. This volatility has affected the market prices of securities issued by many companies for reasons unrelated to their operating performance and may adversely affect the price of our common stock. Such market price volatility could adversely affect our ability to raise additional capital.
We also may experience lower than expected sales and potential adverse impacts on our competitive position if there is a decrease in consumer spending or a negative reaction to our pricing. ​ Increases in interest rates may increase our cost of borrowing and result in limitations on our ability to access credit or otherwise raise debt and equity capital.
We also may 17 Table of Contents experience lower than expected sales and potential adverse impacts on our competitive position if there is a decrease in consumer spending or a negative reaction to our pricing. ​ Increases in interest rates may increase our cost of borrowing and result in limitations on our ability to access credit or otherwise raise debt and equity capital on acceptable terms or at all.
In 2024, we continued to experience negative cash flows from operations and net losses.
In 2025, we continued to experience negative cash flows from operations and net losses.
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, the amounts, sources and cost of capital available to us may be adversely affected.
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, 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.
For example, the IRA contained hundreds of billions of dollars in credits and incentives for the development of renewable energy, clean hydrogen, clean fuels, electric vehicles and supporting infrastructure and carbon capture and sequestration, among other provisions.
In addition, if production of products are delayed resulting from parts availability 22 Table of Contents and other constraints stemming from supply chain disruptions, revenue recognition can occur over longer periods of time, and products may remain in estimated future revenue for extended periods of time.
In addition, if production of products is delayed resulting from parts availability and other constraints stemming from supply chain disruptions, revenue recognition can occur over longer periods of time, and products may remain in estimated future revenue for extended periods of time.
Our operating results may be adversely affected if our assumptions change or if actual circumstances differ from those in our assumptions, which could cause our operating results to fall below the expectations of investors, resulting in a decline in our stock price. ​ Our products use, or generate, flammable fuels that are inherently dangerous substances, which could subject our business to product safety, product liability, other claims, product recalls, negative publicity, or heightened regulatory scrutiny of our products. ​ Our fuel cell systems use hydrogen gas in catalytic reactions.
Our operating results may be adversely affected if our assumptions change or if actual circumstances differ from those in our assumptions, which could result in material changes to our reported results of operations, financial condition or disclosures from period to period and cause our operating results to fall below the expectations of investors, resulting in a decline in our stock price. ​ Our products use, or generate, flammable fuels that are inherently dangerous substances, which could subject our business to product safety, product liability, other claims, product recalls, negative publicity, or heightened regulatory scrutiny of our products. ​ Our fuel cell systems use hydrogen gas in catalytic reactions.
Our NOL carryforwards and research and development tax credit carryforwards may also be impaired under state law. Accordingly, we may not be able to utilize a material portion of our NOL carryforwards or research and development tax credit carryforwards. ​ The Coronavirus Aid, Relief and Economic Security Act modified, among other things, rules governing NOLs.
Our NOL carryforwards and research and development tax credit carryforwards may also be impaired under state law. Accordingly, we may not be able to utilize a material portion of our NOL carryforwards or research and development tax credit carryforwards. ​ The CARES Act modified, among other things, rules governing NOLs.
We rely on patents, trademarks, trade secrets, and other policies and procedures related to confidentiality to protect our intellectual property. However, some of our intellectual property is not covered by any patent or patent application.
We rely on patents, trademarks, trade secrets, and other policies and procedures related to confidentiality to protect our intellectual property. However, some of our intellectual property is not covered by any patent or patent application and instead relies on trade secrets, know-how and confidentiality protections.
Any such issuance, including pursuant to any at-the-market agreements, such as the at-the-market offering program that we entered into with B.
Any such issuance, including pursuant to any at-the-market agreements, such as our at-the-market offering program entered into with B.
Our success in international markets will depend, in part, on our ability and that of our partners to secure and maintain relationships with foreign sub-distributors, and our ability to manufacture products that meet foreign regulatory and commercial requirements.
Our success in international markets will depend, in part, on our ability and that of our partners to secure and maintain relationships with foreign sub distributors, customers and joint development or project partners, and our ability to manufacture products that meet foreign regulatory and commercial requirements.
If we are unable to successfully take these steps, we may never operate profitably, and, even if we do achieve profitability, we may be unable to sustain or increase our profitability in the future. ​ We will have to raise additional capital through public or private equity or debt transactions and/or complete one or more strategic transactions to continue our business and such capital may not be available to us or, if received, may not be available to us on favorable terms. ​ As of December 31, 2024, we had net working capital of $729.0 million, which was comprised of the net amount of current assets of $1.5 billion and current liabilities of $748.5 million.
If we are unable to successfully take these steps, we may never operate profitably, and, even if we do achieve profitability, we may be unable to sustain or increase our profitability in the future. ​ We may have to raise additional capital through public or private equity or debt transactions and/or complete one or more strategic transactions to continue our business and such capital may not be available to us or, if received, may not be available to us on favorable terms. ​ As of December 31, 2025, we had net working capital of $799.7 million, which was comprised of the net amount of current assets of $1.4 billion and current liabilities of $610.6 million.
Our ability to successfully grow through strategic transactions depends upon our ability to identify, negotiate, complete, and integrate suitable target businesses, facilities, technologies, and products and to obtain any necessary financing. These efforts could be expensive and time-consuming and may disrupt our ongoing business and prevent management from focusing on our operations.
Our ability to successfully grow through strategic transactions depends upon our ability to identify, negotiate, complete, and integrate suitable counterparties, businesses, assets, technologies, operations or arrangements and to obtain any necessary financing. These efforts could be expensive and time-consuming and may disrupt our ongoing business and prevent management from focusing on our operations.
Our ability to pass on such increases in costs in a timely manner depends on market conditions, and the inability to pass along cost increases could result in lower gross margins. ​ Our ability to source parts and raw materials from our suppliers could be disrupted or delayed in our supply chain which could adversely affect our results of operations. ​ Our operations require significant amounts of necessary parts and raw materials.
Our ability to pass on such increases in costs 18 Table of Contents in a timely manner depends on market conditions, competitive dynamics, contractual arrangements and customer demand, and the inability to pass along cost increases could result in lower gross margins. ​ Our ability to source parts and raw materials from our suppliers could be disrupted or delayed in our supply chain, which could adversely affect our results of operations. ​ Our operations require significant amounts of necessary parts and raw materials.
Quality issues also could cause profitable maintenance contracts to become unprofitable. ​ In addition, from time to time we have experienced other unexpected design, manufacturing or product performance issues, which has led to delayed delivery dates.
Quality issues also could cause profitable maintenance contracts to become unprofitable. ​ In addition, from time to time we have experienced other unexpected design, manufacturing or product performance issues, which has led to delayed delivery dates or required additional testing, redesign or validation efforts.
For example, as of December 31, 2024, approximately $835.0 million of our cash was restricted to support such leasing arrangements, comprised of cash deposits and collateralizing letters of credit, which prevents us from using such cash for other purposes.
For example, as of December 31, 2025, approximately $625.4 million of our cash was restricted to support such leasing arrangements, comprised of cash deposits and collateralizing letters of credit, which prevents us from using such cash for other purposes.
Commodity prices and supply levels affect our costs. For example, nickel, platinum, titanium and iridium are key materials in our PEM fuel cells, electrolyzers, and hydrogen infrastructure. Platinum, titanium, and iridium are scarce natural resources, and we are dependent upon a sufficient supply of these commodities.
Commodity prices and supply levels affect our costs. For example, nickel, platinum, titanium and iridium are key materials used in our PEM fuel cells, electrolyzers, and hydrogen infrastructure. Platinum, titanium, and iridium are finite natural resources with concentrated global production, and we are dependent upon a sufficient supply of these commodities.
If we are found to be infringing third party patents, we could be required to pay substantial royalties and/or damages, and we do not know whether we will be able to obtain licenses to use such patents on acceptable terms, if at all.
If we are found to be infringing third party patents, we could be required to pay substantial royalties and/or damages, enter into costly licensing arrangements, or be subject to injunctions. We do not know whether we will be able to obtain licenses to use such patents on acceptable terms, if at all.
As of December 31, 2024, we had federal NOL carryforwards of $3.0 billion, which begin to expire in various amounts and at various dates in 2033 through 2037 (other than federal NOL carryforwards generated after December 31, 2017, which are not subject to expiration).
As of December 31, 2025, we had federal NOL carryforwards of 39 Table of Contents $3.8 billion, which begin to expire in various amounts and at various dates in 2033 through 2037 (other than federal NOL carryforwards generated after December 31, 2017, which are not subject to expiration).
Failure to obtain or provide such financing has impacted our product sales and results of operations, and may result in the loss of material customers, which could have a material adverse effect on our business, financial condition, and results of operations.
Failure to obtain or provide such financing or for our customers to secure third-party financing may impact our product sales and results of operations, and may result in the loss of material customers, which could have a material adverse effect on our business, financial condition, and results of operations.
The net cash used in operating activities was $728.6 million, $1.1 billion and $828.6 million for the years ended December 31, 2024, 2023 and 2022, respectively.
The net cash used in operating activities was $535.8 million, $728.6 million and $1.1 billion for the years ended December 31, 2025, 2024 and 2023, respectively.
As of December 31, 2024, we had an accumulated deficit of $6.6 billion. We have continued to experience negative cash flows from operations and net losses. Our net losses were approximately $2.1 billion, $1.4 billion and $724.0 million for the years ended December 31, 2024, 2023 and 2022, respectively.
As of December 31, 2025, we had an accumulated deficit of $8.2 billion. We have continued to experience negative cash flows from operations and net losses. Our net losses were approximately $1.7 billion, $2.1 billion and $1.4 billion for the years ended December 31, 2025, 2024 and 2023, respectively.
Enforcement of our intellectual property and proprietary rights in foreign jurisdictions could result in substantial costs and adverse impacts to our intellectual property rights. ​ Further, our competitors may independently develop or patent technologies or processes that are substantially equivalent or superior to ours.
Enforcement of our intellectual property and proprietary rights in foreign jurisdictions could result in substantial costs and adverse impacts to our intellectual property rights or limit the remedies available to us. ​ 32 Table of Contents Further, our competitors may independently develop or patent technologies or processes that are substantially equivalent or superior to ours.
Domestic content preferences potentially mandate our Company to source certain components and materials from United States-based suppliers and manufacturers. Conformity with these provisions potentially depends upon our ability to increasingly source components or materials from within the United States.
Domestic content preferences potentially mandate our Company to source certain components and materials from United States-based suppliers and manufacturers. Conformity with these provisions potentially depends upon our ability to increasingly source components or materials from within the United States or otherwise restructure our supply chain to comply with applicable eligibility criteria.
Though we continue to work with our vendors on these component issues to improve quality and reliability, unanticipated additional quality issues or warranty claims may arise, and additional material charges may be incurred in the future.
Though we continue to work with our vendors on these component issues to improve quality and reliability, and have implemented design, sourcing and process improvements in certain cases, unanticipated additional quality issues or warranty claims may arise, and additional material charges may be incurred in the future.
As of December 31, 2024, we also had federal research and development tax credit carryforwards of $24.7 million, which begin to expire in 2033.
As of December 31, 2025, we also had federal research and development tax credit carryforwards of $25.9 million, which begin to expire in 2033.
In addition, as our customers react to global economic conditions, we have seen them reduce spending on our products and take additional precautionary measures to limit or delay expenditures and preserve capital and liquidity.
In addition, as our customers react to global economic conditions, we have seen them reduce spending on our products and take additional precautionary measures to limit or delay expenditures and preserve capital and liquidity. Pricing adjustments could affect customer demand, sales volumes or sales cycles.
In addition, an actual or perceived problem could adversely affect the market’s perception of our products resulting in a decline in demand for our products and could divert the attention of our management, which may materially and adversely affect our business, financial condition, results of operations, cash flows, and prospects. ​ We are dependent on information technology in our operations and the failure of such technology may adversely affect our business.
An actual or perceived problem could adversely affect the market’s perception of our products resulting in a decline in demand for our products or reluctance by customers to place repeat or follow-on orders, which may materially and adversely affect our business, financial condition, results of operations, cash flows, and prospects. ​ We are dependent on information technology in our operations and the failure of such technology may adversely affect our business.
In addition, should any of these risks materialize, it could have a material adverse effect on the ability of the joint venture to make future distributions to us. ​ Our products and services face intense competition. ​ The markets for energy products, including PEM fuel cells, electrolyzers, and hydrogen production are intensely competitive.
In addition, should any of these risks materialize, it could have a material adverse effect on the ability of the joint venture to make future distributions to us. ​ Our products and services face competition. ​ The markets for energy products, including PEM fuel cells, electrolyzers, and hydrogen production are competitive — both from incumbent companies and new emerging business interests in the United States and abroad.
There is no guarantee that such potential changes in laws, regulations, or policies will be favorable to our Company, our technologies, to existing or future customers, or to large-scale economic, environmental, or geopolitical conditions. ​ Our business is subject to government regulation. ​ Our products are subject to certain federal, state, local, and non-U.S. laws and regulations, including, for example, state and local ordinances relating to building codes, fire codes, public safety, electrical and gas pipeline connections, hydrogen transportation and siting and related matters.
There is no guarantee that such potential changes in laws, regulations, or policies will be favorable to our Company, our technologies, our customers or suppliers, and such changes could adversely affect our business, financial condition and results of operations. ​ Our business is subject to government regulation. ​ Our products are subject to certain federal, state, local, and non U.S. laws and regulations, including, for example, state and local ordinances relating to building codes, fire codes, public safety, electrical and gas pipeline connections, hydrogen transportation and siting and related matters.
Included in net working capital as of December 31, 2023 were unrestricted cash and cash equivalents of $135.0 million and current restricted cash of $216.6 million. ​ Our cash requirements relate primarily to working capital needed to operate and grow our business, including funding operating expenses, managing our inventory to support both shipments of new units and servicing the installed 21 Table of Contents base, supporting equipment leased and equipment related to Power Purchase Agreements (“PPAs”) for customers under long-term arrangements, funding our GenKey “turn-key” solution, which includes the installation of our customers’ hydrogen infrastructure as well as delivery of the hydrogen fuel, continued expansion of our markets, such as Europe and Asia, continued development and expansion of our products, such as Progen, payment of lease obligations under sale/leaseback financings, mergers and acquisitions, strategic investments and joint ventures, liquid hydrogen plant construction, expanding production facilities and the repayment or refinancing of our long-term debt.
The decline in our net working capital reflects, among other things, our continued operating losses, capital expenditures and working capital requirements. ​ Our cash requirements relate primarily to working capital needed to operate and grow our business, including funding operating expenses, managing our inventory to support both shipments of new units and servicing the installed base, supporting equipment leased and equipment related to Power Purchase Agreements (“PPAs”) for customers under long-term arrangements, funding our GenKey “turn-key” solution, which includes the installation of our customers’ hydrogen infrastructure as well as delivery of the hydrogen fuel, continued expansion of our markets, continued development and expansion of our products, payment of lease obligations under sale/leaseback financings, mergers and acquisitions, strategic investments and joint ventures, liquid hydrogen plant construction, expanding production facilities and the repayment or refinancing of our long-term debt.
We must accurately evaluate our markets for, and react to, competitive threats in both other technologies (such as advanced batteries) and our technology field. Finally, we must continue to lower our products’ build costs and lifetime service costs.
We must accurately evaluate our markets for, and react to, competitive threats in both other technologies (such as advanced batteries) and our technology field. Finally, we must continue to lower our products’ build costs and lifetime service costs, which may be challenging with labor, component and logistics cost pressures.

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Item 1C. Cybersecurity

Cybersecurity — threats and controls disclosure

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The VP of IT periodically reports on the cybersecurity program to the Chief Financial Officer (“CFO”). ​ Our governance framework includes oversight by the Audit Committee of the Board of Directors. The Audit Committee meets quarterly with the CFO regarding the cybersecurity risk management program, including as relates to critical cybersecurity risks and cybersecurity initiatives and strategies.
The VP of IT periodically reports on the cybersecurity program to the Chief Financial Officer (“CFO”). ​ Our governance framework includes oversight by the Audit Committee of the Board of Directors. The Audit Committee meets quarterly with the CFO regarding the cybersecurity risk management program, including as it relates to critical cybersecurity risks and cybersecurity initiatives and strategies.
To help the Company identify, assess, and mitigate risks to this data and our systems, we have implemented a cybersecurity risk management program that is informed by recognized industry standards and frameworks and incorporates elements of the same. 39 Table of Contents ​ Our cybersecurity risk management program includes a number of components, including information security program assessments and continuous monitoring of critical risks from cybersecurity threats using automated tools.
To help the Company identify, assess, and mitigate risks to this data and our systems, we have implemented a cybersecurity risk management program that is informed by recognized industry standards and frameworks and incorporates elements of the same. ​ Our cybersecurity risk management program includes a number of components, including information security program assessments and continuous monitoring of critical risks from cybersecurity threats using automated tools.
The Board of Directors, as a whole and through its committees, has responsibility for the oversight of risk management. ​ Although we have designed our cybersecurity program and governance procedures above to mitigate cybersecurity risks, we have experienced, and we may in the future experience, threats to and breaches of our data and systems, including ransomware attacks and phishing attacks.
The Board of Directors, as a whole and through its committees, has responsibility for the oversight of risk management. ​ 45 Table of Contents Although we have designed our cybersecurity program and governance procedures above to mitigate cybersecurity risks, we have experienced, and we may in the future experience, threats to and breaches of our data and systems, including ransomware attacks and phishing attacks.
We periodically engage third parties to conduct risk assessments on our systems, including penetration testing and other vulnerability analyses. In 2024, Plug continued to fortify its comprehensive cybersecurity and risk controls.
We periodically engage third parties to conduct risk assessments on our systems, including penetration testing and other vulnerability analyses. In 2025, Plug continued to fortify its comprehensive cybersecurity and risk controls.
Security breaches of our information technology systems, including cyber-attacks, ransomware attacks, or use of malware or phishing or other malicious techniques by threat actors, have in the past and could in the future lead to liability, impact our operations, or damage our reputation and financial results” in Item 1A, “Risk Factors”. ​ 40 Table of Contents
Security breaches of our information technology systems, including cyber-attacks, ransomware attacks, or use of malware or phishing or other malicious techniques by threat actors, have in the past and could in the future lead to liability, impact our operations, or damage our reputation and financial results” in Item 1A, “Risk Factors.” ​

Item 2. Properties

Properties — owned and leased real estate

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Item 2. Properties ​ The following table sets forth information regarding our principal operating properties and other significant properties as of December 31, 2024, which we use of our single operating segment.
Item 2. Properties ​ The following table sets forth information regarding our principal operating properties and other significant properties as of December 31, 2025, which we use for our single operating segment.
In general, our operating properties are well maintained, suitably equipped, and in good operating condition: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Continent ​ Location ​ Facility ​ Size ​ Ownership Status North America ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ New York ​ ​ ​ ​ ​ ​ ​ ​ Latham ​ Manufacturing, research and development, and warehousing ​ 141,405 sq ft ​ Lease ​ ​ Rochester ​ Manufacturing, research and development, office, and warehousing ​ 240,311 sq ft ​ Lease ​ ​ Latham - 8BA ​ Corporate offices ​ 36,989 sq ft ​ Lease ​ ​ Latham - 6BA ​ Office ​ 19,100 sq ft ​ Lease ​ ​ Slingerlands ​ Manufacturing, warehousing, and office ​ 350,000 sq ft ​ Lease ​ ​ Washington ​ ​ ​ ​ ​ ​ ​ ​ Spokane ​ Manufacturing ​ 29,200 sq ft ​ Lease ​ ​ Massachusetts ​ ​ ​ ​ ​ ​ ​ ​ Concord ​ Manufacturing ​ 33,000 sq ft ​ Lease ​ ​ Ohio ​ ​ ​ ​ ​ ​ ​ ​ Dayton ​ Service center ​ 43,200 sq ft ​ Lease ​ ​ Pennsylvania ​ ​ ​ ​ ​ ​ ​ ​ Canonsburg ​ Office ​ 4,775 sq ft ​ Lease ​ ​ Texas ​ ​ ​ ​ ​ ​ ​ ​ Houston ​ Manufacturing and office ​ 174,412 sq ft ​ Lease ​ ​ Magnolia ​ Manufacturing and office ​ 69,550 sq ft ​ Lease ​ ​ Indiana ​ ​ ​ ​ ​ ​ ​ ​ LaFayette ​ Manufacturing and office ​ 123,000 sq ft ​ Own ​ ​ Canada ​ ​ ​ ​ ​ ​ ​ ​ Montreal ​ Office ​ 5,657 sq ft ​ Lease ​ ​ Georgia ​ ​ ​ ​ ​ ​ ​ ​ Kingsland ​ Land and hydrogen production plant ​ 882,556 sq ft ​ Own ​ ​ Tennessee ​ ​ ​ ​ ​ ​ ​ ​ Charleston ​ Hydrogen production plant ​ 217,800 sq ft ​ Own Europe ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Netherlands ​ ​ ​ ​ ​ ​ ​ ​ Alphen aan den Rijn ​ Office ​ 100,299 sq ft ​ Lease ​ ​ Hengelo ​ Office ​ 3,100 sq ft ​ ​ ​ ​ Germany ​ ​ ​ ​ ​ ​ ​ ​ Duisburg ​ Office ​ 58,043 sq ft ​ Lease ​ ​ France ​ ​ ​ ​ ​ ​ ​ ​ Paris ​ Office ​ 2,260 sq ft ​ Lease ​ ​ United Kingdom ​ ​ ​ ​ ​ ​ ​ ​ Nuneaton ​ Hydrogen production plant ​ 3,600 sq ft ​ Lease Asia ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ India ​ ​ ​ ​ ​ ​ ​ ​ Shivajinagar ​ Office ​ 17,750 sq ft ​ Lease ​ ​ Malaysia ​ ​ ​ ​ ​ ​ ​ ​ Kuala Lumpur ​ Office ​ 1,195 sq ft ​ Lease Middle East ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ United Arab Emirates ​ ​ ​ ​ ​ ​ ​ ​ Dubai ​ Office ​ 2,155 sq ft ​ Lease South America ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Brazil ​ ​ ​ ​ ​ ​ ​ ​ Rio de Janeiro ​ Office ​ 1,196 sq ft ​ Lease ​ See Note 14, “Operating and Finance Lease Liabilities”, to the consolidated financial statements for further discussion of the leases.
In general, our operating properties are well maintained, suitably equipped, and in good operating condition: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Continent ​ Location ​ Facility ​ Size ​ Ownership Status North America ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ New York ​ ​ ​ ​ ​ ​ ​ ​ Rochester ​ Manufacturing, research and development, and office ​ 155,979 sq ft ​ Lease ​ ​ Slingerlands ​ Manufacturing, warehousing, and corporate offices ​ 350,000 sq ft ​ Lease ​ ​ Massachusetts ​ ​ ​ ​ ​ ​ ​ ​ Concord ​ Manufacturing ​ 33,000 sq ft ​ Lease ​ ​ Ohio ​ ​ ​ ​ ​ ​ ​ ​ Miamisburg ​ Service center ​ 71,550 sq ft ​ Lease ​ ​ Texas ​ ​ ​ ​ ​ ​ ​ ​ Houston ​ Manufacturing and office ​ 192,446 sq ft ​ Lease ​ ​ Magnolia ​ Manufacturing and office ​ 69,550 sq ft ​ Lease ​ ​ Indiana ​ ​ ​ ​ ​ ​ ​ ​ LaFayette ​ Manufacturing and office ​ 123,000 sq ft ​ Own ​ ​ Georgia ​ ​ ​ ​ ​ ​ ​ ​ Kingsland ​ Hydrogen production plant ​ 882,556 sq ft ​ Own ​ ​ Tennessee ​ ​ ​ ​ ​ ​ ​ ​ Charleston ​ Hydrogen production plant ​ 217,800 sq ft ​ Own ​ ​ Louisiana ​ ​ ​ ​ ​ ​ ​ ​ St.
Added
Gabriel ​ Hydrogen production plant ​ 371,000 sq ft ​ Joint venture Europe ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Netherlands ​ ​ ​ ​ ​ ​ ​ ​ Alphen aan den Rijn ​ Office ​ 100,299 sq ft ​ Lease ​ ​ Hengelo ​ Research and development ​ 3,100 sq ft ​ Lease ​ ​ France ​ ​ ​ ​ ​ ​ ​ ​ Paris ​ Office ​ 2,260 sq ft ​ Lease ​ See Note 10, “Operating and Finance Lease Liabilities,” to the consolidated financial statements for further discussion of the leases.

Item 3. Legal Proceedings

Legal Proceedings — active lawsuits and investigations

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Mine Safety Disclosures ​ Not applicable. ​ ​ 42 Table of Contents PART II ​
Mine Safety Disclosures ​ Not applicable. ​ 46 Table of Contents PART II ​
Item 3. Legal Proceedings ​ As disclosed in Note 23, “Commitments and Contingencies”, of the notes to the consolidated financial statements, we are engaged in certain legal proceedings, and the disclosure set forth in Note 23, “Commitments and Contingencies”, relating to legal and other contingencies is incorporated by reference into this Item 3. ​ 41 Table of Contents Item 4.
Item 3. Legal Proceedings ​ As disclosed in Note 25, “Commitments and Contingencies,” of the notes to the consolidated financial statements, we are engaged in certain legal proceedings, and the disclosure set forth in Note 25, “Commitments and Contingencies,” relating to legal and other contingencies is incorporated by reference into this Item 3. ​ Item 4.

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

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The common stock price performance shown on the graph only reflects the change in our company’s common stock price relative to the noted indices and is not necessarily indicative of future price performance. ​ 43 Table of Contents Item 6. [Reserved] ​ Not applicable. ​
The common stock price performance shown on the graph only reflects the change in our company’s common stock price relative to the noted indices and is not necessarily indicative of future price performance. ​ 47 Table of Contents Item 6. [Reserved] ​ Not applicable. ​
Below is a line graph comparing the change in the cumulative total return of the Company’s common stock, based on the market price of the Company’s common stock, with the total return of companies included within the NASDAQ Clean Edge Green Energy Index (“CELS Index”) and the companies included within the Russell 2000 Index (“RUT Index”) for the period commencing December 31, 2019 and ending December 31, 2024.
Below is a line graph comparing the change in the cumulative total return of the Company’s common stock, based on the market price of the Company’s common stock, with the total return of companies included within the NASDAQ Clean Edge Green Energy Index (“CELS Index”) and the companies included within the Russell 2000 Index (“RUT Index”) for the period commencing December 31, 2020 and ending December 31, 2025.
However, management believes that a significant number of shares are held by brokers in “street name” and that the number of beneficial stockholders of our common stock exceeded 610,750. ​ Dividend Policy. We have never declared or paid cash dividends on our common stock and do not anticipate paying cash dividends in the foreseeable future.
However, management believes that a significant number of shares are held by brokers in “street name” and that the number of beneficial stockholders of our common stock exceeded 543,202. ​ Dividend Policy. We have never declared or paid cash dividends on our common stock and do not anticipate paying cash dividends in the foreseeable future.
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities ​ Market Information and Holders of Record. Our common stock is traded on the NASDAQ Capital Market under the symbol “PLUG”. As of February 18, 2025, there were approximately 1,429 record holders of our common stock.
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities ​ Market Information and Holders of Record. Our common stock is traded on the NASDAQ Capital Market under the symbol “PLUG.” As of February 11, 2026, there were approximately 1,333 record holders of our common stock.
The calculation of the cumulative total return assumes a $100 investment in the Company’s common stock, the CELS Index and the RUT Index on December 31, 2019 and the reinvestment of all dividends, if any. ​ ​ ​ ​ ​ ​ ​ ​ ​ Index 2019 2020 2021 2022 2023 2024 Plug Power Inc. ​ $ 100.00 ​ $ 1,073.10 ​ $ 893.35 ​ $ 391.46 ​ $ 142.41 ​ $ 67.41 ​ NASDAQ Clean Edge Green Energy Index ​ $ 100.00 ​ $ 284.98 ​ $ 276.29 ​ $ 185.31 ​ $ 171.49 ​ $ 137.98 ​ Russell 2000 Index ​ $ 100.00 ​ $ 118.96 ​ $ 135.24 ​ $ 106.10 ​ $ 122.11 ​ $ 134.34 ​ ​ ● This graph and the accompanying text are not “soliciting material,” are not deemed filed with the SEC and are not to be incorporated by reference in any filing by us under the Securities Act or the Exchange Act, whether made before or after the date hereof and irrespective of any general incorporation language in any such filing. ● The stock price performance shown on the graph is not necessarily indicative of future price performance. ● Assuming the investment of $100 on December 31, 2019 and the reinvestment of dividends.
The calculation of the cumulative total return assumes a $100 investment in the Company’s common stock, the CELS Index and the RUT Index on December 31, 2020 and the reinvestment of all dividends, if any. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Index ​ 2020 ​ 2021 ​ 2022 ​ 2023 ​ 2024 ​ 2025 Plug Power Inc. ​ ​ ​ $ 100.00 ​ ​ ​ $ 83.25 ​ ​ ​ $ 36.48 ​ ​ ​ $ 13.27 ​ ​ ​ $ 6.28 ​ ​ ​ $ 5.81 NASDAQ Clean Edge Green Energy Index ​ $ 100.00 ​ $ 96.95 ​ $ 65.02 ​ $ 60.17 ​ $ 48.42 ​ $ 63.52 Russell 2000 Index ​ $ 100.00 ​ $ 113.68 ​ $ 89.18 ​ $ 102.64 ​ $ 112.93 ​ $ 125.68 ​ ● This graph and the accompanying text are not “soliciting material,” are not deemed filed with the SEC and are not to be incorporated by reference in any filing by us under the Securities Act or the Exchange Act, whether made before or after the date hereof and irrespective of any general incorporation language in any such filing. ● The stock price performance shown on the graph is not necessarily indicative of future price performance. ● Assuming the investment of $100 on December 31, 2020 and the reinvestment of dividends.

Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

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Loss on equity method investments consists of our interest in HyVia, which is our 50/50 joint venture with Renault, AccionaPlug S.L., which is our 50/50 joint venture with Acciona, SK Plug Hyverse, which is our 49/51 joint venture with SK Innovation, and Clean H2 Infra Fund.
Loss on equity method investments consists of our interest in HyVia, which was our 50/50 joint venture with Renault, SK Plug Hyverse, which was our 49/51 joint venture with SK Innovation, AccionaPlug S.L., which is our 50/50 joint venture with Acciona, and Clean H2 Infra Fund.
The Company has not yet adopted ASU 2023-09 and is still evaluating the impact of the adoption on its consolidated financial statements. ​ Climate Disclosures ​ 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.
The Company has not yet adopted ASU 2024-03 and is still evaluating the impact of the adoption on its consolidated financial statements. ​ Climate Disclosures ​ 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.
Increased employee turnover, reassessment of employee responsibilities given current business needs, changes in the availability of our workers as well as labor shortages have resulted in, and could continue to result in, increased costs which could negatively affect our component or raw material purchasing abilities, and in turn, our financial condition, results of operations, or cash flows. ​ 48 Table of Contents Results of Operations ​ Our primary sources of revenue are from sales of equipment, related infrastructure and other, services performed on fuel cell systems and related infrastructure, power purchase agreements, and fuel delivered to customers and related equipment.
Increased employee turnover, reassessment of employee responsibilities given current business needs, changes in the availability of our workers as well as labor shortages have resulted in, and could continue to result in, increased costs which could negatively affect our component or raw material purchasing abilities, and in turn, our financial condition, results of operations, or cash flows. ​ Results of Operations ​ Our primary sources of revenue are from sales of equipment, related infrastructure and other, services performed on fuel cell systems and related infrastructure, power purchase agreements, and fuel delivered to customers and related equipment.
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 on road 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 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).
Upon expiration, customers may either negotiate a contract extension or switch to purchasing spare parts and maintaining the fuel cell systems on their own. ​ (c) Power purchase agreements ​ Revenue from PPAs primarily represents payments received from customers who make monthly payments to access the Company’s GenKey solution. ​ Revenue associated with these agreements is recognized on a straight-line basis over the life of the agreements as the customers simultaneously receive and consume the benefits from the Company’s performance of the services.
Upon expiration, customers may either negotiate a contract extension or switch to purchasing spare parts and maintaining the fuel cell systems on their own. ​ (c) Power purchase agreements ​ Revenue from PPAs primarily represents payments received from customers who make monthly payments to access the Company’s GenKey solution. ​ 70 Table of Contents Revenue associated with these agreements is recognized on a straight-line basis over the life of the agreements as the customers simultaneously receive and consume the benefits from the Company’s performance of the services.
Actual results may differ from these estimates under different assumptions or conditions. ​ We believe that the following are our most critical accounting estimates and assumptions the Company must make in the preparation of our consolidated financial statements and related notes thereto. 67 Table of Contents ​ Revenue Recognition ​ The Company enters into contracts that may contain one or a combination of fuel cell systems and infrastructure, installation, maintenance, spare parts, fuel delivery and other support services.
Actual results may differ from these estimates under different assumptions or conditions. ​ We believe that the following are our most critical accounting estimates and assumptions the Company must make in the preparation of our consolidated financial statements and related notes thereto. ​ Revenue Recognition ​ The Company enters into contracts that may contain one or a combination of fuel cell systems and infrastructure, installation, maintenance, spare parts, fuel delivery and other support services.
These leases expire over the next one to six years. Minimum rent payments under operating leases are recognized on a straight-line basis over the term of the lease. ​ Leases contain termination clauses with associated penalties, the amount of which cause the likelihood of cancellation to be remote.
These leases expire over the next one to five years. Minimum rent payments under operating leases are recognized on a straight-line basis over the term of the lease. ​ Leases contain termination clauses with associated penalties, the amount of which cause the likelihood of cancellation to be remote.
Revenue from sales of equipment, related infrastructure and other represents sales of our GenDrive units, GenSure stationary backup power units, cryogenic stationary and on road storage, hydrogen liquefaction systems, electrolyzers and hydrogen fueling infrastructure referred to at the site level as hydrogen installations.
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 (referred to at the site level as hydrogen installations).
For ongoing benefit arrangements, inclusive of statutory requirements, we accrue a liability for termination benefits under ASC 712 when the existing situation or set of circumstances indicates that an obligation has been incurred, it is probable the benefits will be paid, and the amount can be reasonably estimated.
For ongoing benefit arrangements, inclusive of statutory requirements, we accrue a liability for termination benefits under ASC 712 when the 66 Table of Contents existing situation or set of circumstances indicates that an obligation has been incurred, it is probable the benefits will be paid, and the amount can be reasonably estimated.
All inventory, including spare parts inventory held at service locations, is not relieved until the customer has received the 72 Table of Contents product, at which time the customer obtains control of the goods. We maintain inventory levels adequate for our short-term needs within the next twelve months based upon present levels of production.
All inventory, including spare parts inventory held at service locations, is not relieved until the customer has received the product, at which time the customer obtains control of the goods. We maintain inventory levels adequate for our short-term needs within the next twelve months based upon present levels of production.
The Company uses applicable observable evidence from similar products in the market to determine standalone selling prices for GenSure stationary backup power units and hydrogen fueling infrastructure. The 68 Table of Contents determination of standalone selling prices of the Company’s performance obligations requires significant judgment, including periodic assessment of pricing approaches and available observable evidence in the market.
The Company uses applicable observable evidence from similar products in the market to determine standalone selling prices for GenSure stationary backup power units and hydrogen fueling infrastructure. The determination of standalone selling prices of the Company’s performance obligations requires significant judgment, including periodic assessment of pricing approaches and available observable evidence in the market.
No financial covenants are contained within the lease, however there are customary operational covenants such as assurance the Company properly maintains the leased assets and carries appropriate insurance, etc. The leases include credit support in the form of either cash, collateral or letters of credit.
No residual value guarantees are contained in the leases. No financial covenants are contained within the lease, however there are customary operational covenants such as assurance the Company properly maintains the leased assets and carries appropriate insurance, etc. The leases include credit support in the form of either cash, collateral or letters of credit.
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations ​ The discussion contained in this Form 10-K contains “forward-looking statements” within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act, that involve risks and uncertainties.
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations ​ The discussion contained in this Annual Report on Form 10-K contains “forward-looking statements” within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act that involve risks and uncertainties.
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 those common stock warrants represent, and therefore revenue is net of these non-cash charges.
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 68 Table of Contents those common stock warrants represent, and therefore revenue is net of these non-cash charges.
As of December 31, 2024, the Company’s Netherlands subsidiary established a full valuation allowance on its deferred tax assets that will not be realized. ​ The domestic net deferred tax asset generated from the Company’s net operating loss has been offset by a full valuation allowance because it is more likely than not that the tax benefits of the net operating loss carryforward will not be realized.
As of December 31, 2025, the Company’s Netherlands subsidiary maintains a full valuation allowance on its deferred tax assets that will not be realized. ​ The domestic net deferred tax asset generated from the Company’s net operating loss has been offset by a full valuation allowance because it is more likely than not that the tax benefits of the net operating loss carryforward will not be realized.
In addition, we have continued discussions with suppliers with respect to the terms of our supply agreements, and the outcome of such discussions, including whether those discussions yield the desired modifications in the terms of such supply agreements, may impact the timing of when we receive shipments of certain supplies or result in other supply chain issues. ​ With respect to our service business, we have experienced inflationary increases in labor, parts and related overhead.
In addition, we have continued discussions with suppliers with respect to the terms of our supply agreements, and the outcome of such discussions, including whether those discussions yield the desired modifications in the terms of such supply agreements, may impact the timing of when we receive shipments of certain supplies or result in other supply chain issues. ​ With respect to our service business, we have experienced increases in labor, parts and related overhead costs, including impacts from broader inflationary pressures.
The Company recognizes accrued interest and penalties related to unrecognized tax benefits, if any, as a component of income tax expense. ​ The Organization for Economic Co-operation and Development Inclusive Framework on Base Erosion and Profit Shifting has proposed a global minimum corporate tax rate of 15% on multi-national corporations, commonly referred to as the Pillar Two rules that has been agreed upon in principle by over 140 countries.
The Company recognizes accrued interest and penalties related to unrecognized tax benefits, if any, as a component of income tax expense. ​ The Organization for Economic Co-operation and Development Inclusive Framework on Base Erosion and Profit Shifting established a global minimum corporate tax rate of 15% on multi-national corporations, commonly referred to as the Pillar Two rules, which have been agreed upon in principle by over 140 countries.
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.
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.
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. ​ During the fourth quarter of 2024, a significant amount of property, plant, and equipment were written down to their estimated fair values.
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. ​ During the fourth quarter of 2025, certain property, plant, and equipment were written down to their estimated fair values.
In evaluating these statements, you should review Part I, Forward-Looking Statements, Part I, Item 1A, “Risk Factors” and our consolidated financial statements and notes thereto included in Part II, Item 8, “Financial Statements and Supplementary Data”, of this Annual Report on Form 10-K. ​ Information pertaining to fiscal year 2022 was included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2022 on page 42 under Part II, Item 7, “Management’s Discussion and Analysis of Financial Position and Results of Operations”, which was filed with the SEC on March 1, 2023. ​ Overview ​ Plug 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.
In evaluating these statements, you should review Part I, Forward-Looking Statements, Part I, Item 1A, “Risk Factors” and our consolidated financial statements and notes thereto included in Part II, Item 8, “Financial Statements and Supplementary Data,” of this Annual Report on Form 10-K. ​ Information pertaining to fiscal year 2023 was included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023 on page 47 under Part II, Item 7, “Management’s Discussion and Analysis of Financial Position and Results of Operations,” which was filed with the SEC on February 29, 2024. ​ Overview ​ Plug 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.
As the ITC is considered a transferable tax credit, the Company is accounting for it as a grant related to assets.
As the ITC is considered a transferable tax credit, the Company accounts for it as a grant related to assets.
In these instances, we use an input measure (cost-to-total cost or percentage-of-completion method) of progress to determine the amount of revenue to recognize during each reporting period based on the costs incurred to satisfy the performance obligation. ​ Payments received from customers are recorded within deferred revenue and customer deposits in the consolidated balance sheets until control is transferred.
In these instances, we use an input measure (cost-to-total cost or percentage-of-completion method) of progress to determine the amount of revenue to recognize during each reporting period based on the costs incurred to satisfy the performance obligation. 69 Table of Contents ​ Payments received from customers are recorded within deferred revenue and contract assets in the consolidated balance sheets until control is transferred.
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. ​ 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.
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. ​ 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 6.00% Convertible Debenture was issued in a private placement in reliance upon an exemption from registration provided by Section 4(a)(2) of the Securities Act. The 6.00% Convertible Debenture ranks pari passu in right of payment with all other outstanding and future senior indebtedness of the Company.
The 6.00% Convertible Debenture was issued in a private placement in reliance upon an exemption from registration provided by Section 4(a)(2) of the Securities Act. The 6.00% Convertible Debenture ranked pari passu in right of payment with all other outstanding and future senior indebtedness of the Company. ​ The 6.00% Convertible Debenture was fully settled during 2025.
The Company evaluates excess and obsolescence and lower of cost or net realizable value inventory reserves on a quarterly basis and, as necessary, reserves inventory based upon a variety of factors, including historical usage, forecasted usage and sales, product obsolescence, anticipated selling price, and anticipated cost to complete to determine product margin and other factors.
The Company evaluates excess and obsolescence and lower of cost or net realizable value inventory reserves throughout the course of the year and, as necessary, reserves inventory based upon a variety of factors, including historical usage, forecasted usage and sales, product obsolescence, anticipated selling price, and anticipated cost to complete to determine product margin and other factors.
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 $4.9 million for the year ended December 31, 2024 compared to $1.2 million for the year ended December 31, 2023. ​ Revenue — Power purchase agreements.
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 $10.6 million for the year ended December 31, 2025 compared to $4.9 million for the year ended December 31, 2024. ​ Revenue — Power purchase agreements.
The decrease in cash flow projections for several asset groups was largely attributed to several factors, including the Company failing to meet 2024 sales and margin projections as well as decreased future cash flow projections across certain product lines including stationary, liquefiers and fuel cells for mobility projects related to HyVia.
The decrease in cash flow projections for several asset groups was largely attributed to several factors, including the Company failing to meet 2025 sales and margin projections as well as decreased future cash flow projections across certain product lines including stationary, liquefiers and fuel cells.
We produce liquid hydrogen through our electrolyzer systems and liquefaction systems. Liquid hydrogen supply will be used by customers in material handling operations, fuel cell electric vehicle fleets, and stationary power applications. ​ 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.
Liquid hydrogen supply is used by customers in material handling operations, fuel cell electric vehicle fleets, and stationary power applications. ​ 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.
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.
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 and B.
Included in cost of revenue related to fuel delivered to customers and related equipment were inventory valuation adjustments of $3.5 million for the year ended December 31, 2024 compared to $6.5 million for the year ended December 31, 2023.
Included in cost of revenue related to fuel delivered to customers and related equipment were inventory valuation adjustments of $1.9 million for the year ended December 31, 2025 compared to $3.5 million for the year ended December 31, 2024.
Electrolyzers generate hydrogen from water using electricity and a special membrane and “green” hydrogen is generated by using renewable energy inputs, such as solar or wind power. ​ Liquefaction Systems : Plug’s 15 ton-per-day and 30 ton-per-day liquefiers are engineered for high efficiency, reliability, and operational flexibility — providing consistent liquid hydrogen to customers.
Electrolyzers generate hydrogen from water using electricity and can produce “green” hydrogen when powered by renewable energy inputs, such as solar or wind power. ​ Liquefaction Systems: Plug’s 15 ton-per-day and 30 ton-per-day liquefiers are engineered for high efficiency, reliability, and operational flexibility — providing consistent liquid hydrogen to customers.
These leases are primarily related to sale/leaseback agreements entered into with various financial institutions to facilitate the Company’s commercial transactions with key customers. ​ ● Finance obligations totaling $347.4 million, of which approximately $83.1 million is due within the next 12 months.
These leases are primarily related to sale/leaseback agreements entered into with various financial institutions to facilitate the Company’s commercial transactions with key customers. ​ ● Finance obligations totaling $268.0 million, of which approximately $76.2 million is due within the next 12 months.
The restructuring charges that have been incurred but not yet paid are recorded in accrued expenses and other current liabilities in our consolidated balance sheets, as they are expected to be paid within the next twelve months. ​ During the year ended December 31, 2024, we incurred $8.1 million in restructuring costs recorded as severance expenses of $6.9 million and other restructuring costs of $1.2 million in the restructuring financial statement line item in the consolidated statements of operations.
The restructuring charges that have been incurred but not yet paid are recorded in accrued expenses and other current liabilities in our consolidated balance sheets, as they are expected to be paid within the next twelve months. ​ During the years ended December 31, 2025 and 2024, the Company incurred $25.9 million and $8.2 million in restructuring costs, respectively, which were recorded in the restructuring financial statement line item in the consolidated statements of operations.
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, 2024 decreased $2.0 million, or 0.9%, to $216.9 million from $218.9 million for the year ended December 31, 2023.
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, 2025 decreased $38.2 million, or 17.6%, to $178.7 million from $216.9 million for the year ended December 31, 2024.
Partially offsetting these decreases was an increase in revenue related to electrolyzers of $53.0 million, primarily due to 153 one megawatt equivalent units sold for the year ended December 31, 2024 compared to 133 one megawatt equivalent units sold for the year ended December 31, 2023.
Partially offsetting these decreases was an increase in revenue related to electrolyzers of $52.3 million, primarily due to 184 one megawatt equivalent units sold for the year ended December 31, 2025 compared to 153 one megawatt equivalent units sold for the year ended December 31, 2024.
Included in cost of revenue related to services performed on fuel cell systems and related infrastructure were inventory valuation 51 Table of Contents adjustments of $0.2 million for the year ended December 31, 2024 compared to $0.7 million for the year ended December 31, 2023.
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.
For the year ended December 31, 2024, the Company recorded a loss of $32.2 million on equity method investments as compared to a loss of $41.8 million for the year ended December 31, 2023.
For the year ended December 31, 2025, the Company recorded a loss of $55.1 million on equity method investments as compared to a loss of $32.2 million for the year ended December 31, 2024.
The outstanding balance of this obligation at December 31, 2024 was $276.7 million, $77.5 million and $199.2 million of which was classified as short-term and long-term, respectively, on the accompanying consolidated balance sheets.
The outstanding balance of this obligation as of December 31, 2024 was $276.7 million, $77.5 million and $199.2 million of which was classified as short-term and long-term, respectively, on the accompanying consolidated balance sheets. The amount is amortized using the effective interest method.
See Note 19, “Warrant Transaction Agreements”, for more details. ​ Nature of goods and services ​ The following is a description of principal activities from which the Company generates its revenue. ​ (a) Sales of equipment, related infrastructure and other ​ (i) Sales of fuel cell systems, related infrastructure and equipment ​ Revenue from sales of fuel cell systems, related infrastructure, and equipment represents sales of our GenDrive units, GenSure stationary backup power units, as well as hydrogen fueling infrastructure. ​ The Company uses a variety of information sources in determining standalone selling prices for fuel cells systems and the related infrastructure.
See Note 18, “Share-Based Consideration Payable to a Customer,” for further information. ​ Nature of goods and services ​ The following is a description of principal activities from which the Company generates its revenue. ​ (a) Sales of equipment, related infrastructure and other ​ (i) Sales of fuel cell systems, related infrastructure and equipment ​ Revenue from sales of fuel cell systems, related infrastructure, and equipment represents sales of our GenDrive units, GenSure stationary backup power units, as well as hydrogen fueling infrastructure. ​ The Company uses a variety of information sources in determining standalone selling prices for fuel cells systems and the related infrastructure.
Gross loss decreased to (133.8%) during the year ended December 31, 2024 compared to (271.8)% during the year ended December 31, 2023, primarily due to favorable fuel rates negotiated with certain customers, lower costs of purchased fuel, an increase in fuel internally produced by the Company and the decrease in inventory valuation adjustments described above. ​ Expenses ​ Research and development.
Gross loss decreased to (85.9%) during the year ended December 31, 2025 compared to (133.8%) during the year ended December 31, 2024, primarily due to favorable fuel rates negotiated with certain customers, lower costs of purchased fuel and an increase in fuel internally produced by the Company. ​ Expenses ​ Research and development.
The Company incurred net losses of approximately $2.1 billion, $1.4 billion and $724.0 million for the years ended December 31, 2024, 2023 and 2022, respectively, and had an accumulated deficit of $6.6 billion as of December 31, 2024.
The Company incurred net losses of approximately $1.7 billion, $2.1 billion and $1.4 billion for the years ended December 31, 2025, 2024 and 2023, respectively, and had an accumulated deficit of $8.2 billion as of December 31, 2025.
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”) 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. On August 15, 2025, the Company and B.
See Note 4, “Investments”, for more details. ​ ● Future payments under non-cancelable unconditional purchase obligations with a remaining term in excess of one year totaling $156.5 million, of which $40.9 million is due within the next 12 months.
See Note 12, “Warrant Liabilities,” for more details. ​ ● Future payments under non-cancelable unconditional purchase obligations with a remaining term in excess of one year totaling $107.6 million, of which $31.5 million is due within the next 12 months.
Revenue from services performed on fuel cell systems and related infrastructure for the year ended December 31, 2024 increased $13.1 million, or 33.5%, to $52.2 million from $39.1 million for the year ended December 31, 2023.
Revenue from services performed on fuel cell systems and related infrastructure for the year ended December 31, 2025 increased $42.3 million, or 81.1%, to $94.5 million from $52.2 million for the year ended December 31, 2024.
For example, although we believe the liquid hydrogen supply challenges of the past may have lessened in recent months, 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.
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 51 Table of Contents under certain of our hydrogen supply agreements and other customer agreements.
On an on-going basis, we evaluate our estimates and judgments, including but not limited to those related to revenue recognition, valuation of inventories and intangible assets, valuation of long-lived assets, valuation of equity method investments, accrual for service loss contracts, operating and finance leases, allowance for credit losses, unbilled revenue, common stock warrants, stock-based compensation, income taxes, and contingencies.
On an on-going basis, we evaluate our estimates and judgments, including but not limited to those related to revenue recognition, valuation of inventories, valuation of long-lived assets, valuation of investments, valuation of convertible senior notes and long-term debt, accrual for service loss contracts, operating and finance leases, common stock warrants, stock-based compensation and contingencies.
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, 2024 decreased $25.1 million, or 45.0%, as compared to the year ended December 31, 2023.
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, 2025 decreased $11.3 million, or 36.7%, compared to the year ended December 31, 2024.
This decrease in net cash used in operating activities was primarily due to cash inflows related to the Company’s accounts receivables and inventory, partially offset by an increase in net loss, a decrease in accounts payable, accrued expenses, and other liabilities and a decrease in deferred revenue and other contract liabilities. ​ Investing Activities ​ The net cash (used in)/provided by investing activities for the year ended December 31, 2024 and 2023 was ($402.4) million and $728.1 million, respectively.
This decrease in net cash used in operating activities was primarily due to a decrease in net loss and an increase in cash provided by accounts payable, accrued expenses, and other liabilities, partially offset by a decrease in cash provided by inventory and accounts receivable as well as an increase in cash used in contract assets. ​ Investing Activities ​ The net cash used in investing activities for the year ended December 31, 2025 and 2024 was $139.0 million and $402.4 million, respectively.
However, ongoing changes to, and evolution of, our products designs such as simultaneous design/build efforts and new product serviceability trends, or incorrect forecasting or updates to previously forecasted volumes could present challenges to those strategies despite best efforts in leveraging supplier relationships and capabilities.
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.
Revenue associated with fuel delivered to customers and related equipment 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. ​ Provision for Common Stock Warrants ​ On August 24, 2022, the Company issued to Amazon.com NV Investment Holdings LLC, a wholly owned subsidiary of Amazon (“Amazon”), a warrant (the “Amazon Warrant”) to acquire up to 16,000,000 shares of the Company’s common stock, subject to certain vesting events described below under “Common Stock Transactions – Amazon Transaction Agreement in 2022”. ​ 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 Agreement”.
Revenue associated with fuel delivered to customers and related equipment represents 52 Table of Contents the sale of hydrogen to customers that has been purchased by the Company from a third party or generated at our hydrogen production plants. ​ Provision for Common Stock Warrants ​ On August 24, 2022, the Company issued to Amazon.com NV Investment Holdings LLC, a wholly owned subsidiary of Amazon (“Amazon”), a warrant (the “Amazon Warrant”) to acquire up to 16,000,000 shares of the Company’s common stock, subject to certain vesting events described below under “Common Stock Transactions – Amazon Transaction Agreement in 2022.” ​ 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 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.
At the end of the lease term, the leased assets may be returned to the lessor by the Company, the Company may negotiate with the lessor to purchase the assets at fair market value, or the Company may negotiate with the lessor to renew the lease at market rental rates. No residual value guarantees are contained in the leases.
At the end of the lease term, the leased assets may be returned to the lessor by the Company, the Company may negotiate with the lessor to purchase the assets at fair market value, or the Company may negotiate with 62 Table of Contents the lessor to renew the lease at market rental rates.
Therefore, the ITC is recognized as a reduction to the Georgia hydrogen production plant’s cost-basis, recognized within the “property, plant, and equipment, net” financial statement line item of the consolidated balance sheets, which will reduce future depreciation over the next 30 years.
Therefore, the ITC will be recognized as a reduction to its hydrogen storage and liquefaction assets cost-basis, recognized within the property, plant, and equipment, net financial statement line item of the consolidated balance sheets, which will reduce future depreciation over the next 30 years.
The decrease in gross loss was primarily due to improved pricing. ​ 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 and related equipment represents the purchase of hydrogen from suppliers and internally produced hydrogen that is ultimately sold to customers.
Additionally, annual disclosures on income taxes paid will be required 73 Table of Contents to be further disaggregated by federal, state, and foreign taxes. This update is effective for annual periods beginning after December 15, 2024.
Additionally, annual disclosures on income taxes paid will be required 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.
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, 2024 increased $14.1 million, or 22.1%, to $77.8 million from $63.7 million for the year ended December 31, 2023.
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, 2025 increased $29.8 million, or 38.2%, to $107.6 million from $77.8 million for the year ended December 31, 2024.
Other income/(expense), net primarily consists of foreign currency translation and gains and losses related to energy contracts. Other expense, net increased $19.9 million, or 19900.0%, during the year ended December 31, 2024 as compared to the year ended December 31, 2023.
Other income/(expense), net primarily consists of gains and losses related to energy contracts and foreign currency transactions. Other income, net increased $27.6 million, or 138.1%, during the year ended December 31, 2025 as compared to the year ended December 31, 2024.
These losses are driven from the exchange of $138.8 million in aggregate principal amount of the Company’s 3.50% Convertible Senior Notes for $140.4 million in aggregate principal amount of the Company’s new 7.00% Convertible Senior Notes during the first quarter of 2024. ​ Change in fair value of debt .
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. ​ Change in fair value of convertible debt instruments and debt .
Interest expense recorded related to finance obligations for the years ended December 31, 2024, 2023 and 2022 was $36.7 million, $39.6 million and $29.7 million, respectively. ​ During the year ended December 31, 2024, the Company entered into failed sale/leaseback transactions that were accounted for as financing obligations, resulting in $60.3 million of additional finance obligations.
Interest expense recorded related to finance obligations for the years ended December 31, 2025, 2024 and 2023 was $27.9 million, $36.7 million and $39.6 million, respectively. ​ In prior periods, the Company entered into sale/leaseback transactions that were accounted for as financing transactions and reported as part of finance obligations.
See Item 1A, “Risk Factors”, for a description of risks related to the DOE loan guarantee. ​ Inflation, Material Availability and Labor Shortages ​ 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.
We began executing the 2024 Restructuring Plan in February 2024 and it was effectively completed during the fourth quarter of 2024. ​ Inflation, Material Availability and Labor Shortages ​ 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.
Finance obligations consist primarily of debt associated with the sale of future revenues and failed sale/leaseback transactions. ​ ● Convertible senior notes totaling $379.3 million, of which $58.3 million is due within the next twelve months.
Finance obligations consist primarily of debt associated with the sale of future revenues and failed sale/leaseback transactions. ​ ● Long-term debt totaling $1.9 million, of which $0.6 million is due within the next twelve months.
These estimated useful lives are compared to the term of each lease to determine the appropriate lease classification. ​ (d) Fuel delivered to customers and related equipment ​ 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.
The customers receive services ratably over the contract term. ​ (d) Fuel delivered to customers and related equipment ​ 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.
The income tax benefit for the year ended December 31, 2024 was due to an incremental change to the valuation allowance recorded 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 U.S., which remain fully reserved.
The income tax expense for the year ended December 31, 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 United States, which remain fully reserved.
See Note 23, “Commitments and Contingencies”, for more details. ​ ● Contingent consideration with an estimated fair value of approximately $60.7 million, of which $29.0 million is due within the next 12 months.
See Note 25, “Commitments and Contingencies,” for more details. ​ ● Contingent consideration with an estimated fair value of approximately $11.8 million, of which $4.9 million is due within the next 12 months.
The Company applies a failure rate based on product type on a contract-by-contract basis to determine its product warranty reserve liability.
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.
Revenue from sales of equipment, related infrastructure and other for the year ended December 31, 2024 decreased $321.1 million, or 45.1%, to $390.3 million from $711.4 million for the year ended December 31, 2023 primarily due to decreases in revenue related to hydrogen site installations, liquefiers, cryogenic equipment, and fuel cell systems.
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.
The Company has not yet adopted ASU 2024-04 and is still evaluating the impact of the adoption on its consolidated financial statements. ​ In November 2024, ASU 2024-03, Disaggregation of Income Statement Expenses , was issued which requires disclosure in the notes to the financial statements of specified information about certain costs and expenses.
The adoption of this standard is not expected to have a material impact on the Company’s consolidated financial statements. ​ In November 2024, ASU 2024-03, Disaggregation of Income Statement Expenses (“ASU 2024-03”) , was issued which requires disclosure in the notes to the financial statements of specified information about certain costs and expenses.
The increase in revenue was primarily due to an increase in the number of sites with fuel contracts, which increased by approximately 15 sites during the year ended December 31, 2024. Furthermore, increased fuel prices were negotiated with certain customers during the second quarter of 2024.
The increase in revenue was primarily due to increased fuel prices negotiated with certain customers during the second quarter of 2024 as well as an increase in the number of customer sites with fuel contracts, which increased by 28 sites during the year ended December 31, 2025. ​ Cost of Revenue ​ Cost of revenue — sales of equipment, related infrastructure and other .
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. ​ On March 3, 2025, the Company announced the 2025 Restructuring Plan.
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 in the aggregate gross sales price of its common stock on any trading day. The SEPA expires on February 10, 2027.
The fair values for finite-lived intangible assets were determined using the income approach. ​ The Company recognized impairment charges of $949.3 million during the year ended December 31, 2024 compared to $269.5 million during the year ended December 31, 2023.
The fair values for finite-lived intangible assets were determined using the income approach. ​ 71 Table of Contents During the years ended December 31, 2025, 2024 and 2023, the Company recorded impairment charges of $783.5 million, $949.3 million and $269.5 million, respectively, to impairment in the consolidated statements of operations.
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. ​ 71 Table of Contents Impairment ​ During the fourth quarter of 2024, in connection with the Company’s preparation of its consolidated financial statements, the Company recognized that sales and margin projections were likely not to be met for 2024.
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. ​ Impairment ​ During the fourth quarter of 2025, the Company determined that its previously forecasted sales and margin projections for 2025 were unlikely to be achieved.
The outstanding balance of the Company’s finance obligations related to sale/leaseback transactions as of December 31, 2023 was $17.6 million, $10.0 million and $7.6 million of which was classified as short-term and long-term, respectively on the accompanying consolidated balance sheets with no residual value. ​ 63 Table of Contents Future minimum payments under finance obligations notes above as of December 31, 2024 were as follows (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Total ​ ​ Sale of Future ​ Sale/Leaseback ​ Finance ​ Revenue - Debt Financings Obligations 2025 ​ $ 104,547 ​ $ 18,525 ​ $ 123,072 2026 ​ ​ 87,824 ​ ​ 14,698 ​ ​ 102,522 2027 ​ ​ 71,253 ​ ​ 14,698 ​ ​ 85,951 2028 ​ ​ 51,188 ​ ​ 14,484 ​ ​ 65,672 2029 ​ ​ 24,082 ​ ​ 12,153 ​ ​ 36,235 2030 and thereafter ​ ​ 1,421 ​ ​ 11,742 ​ ​ 13,163 Total future minimum payments ​ ​ 340,315 ​ ​ 86,300 ​ ​ 426,615 Less imputed interest ​ ​ (63,606) ​ ​ (53,297) ​ ​ (116,903) Total ​ $ 276,709 ​ $ 33,003 ​ $ 309,712 ​ Other information related to the above finance obligations are presented in the following table: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year ended ​ Year ended ​ Year ended ​ ​ December 31, 2024 December 31, 2023 December 31, 2022 ​ Cash payments (in thousands) ​ $ 117,988 ​ $ 96,781 ​ $ 72,377 ​ Weighted average remaining term (years) ​ ​ 4.10 ​ ​ 4.49 ​ ​ 4.84 ​ Weighted average discount rate ​ ​ 12.3 % ​ 11.3 % ​ 11.1 % ​ The fair value of the Company’s total finance obligations approximated their carrying value for the years ended December 31, 2024 and December 31, 2023 ​ Extended Maintenance Contracts ​ On a quarterly basis, we evaluate any potential losses related to our extended maintenance contracts for fuel cell systems and related infrastructure that has been sold.
The outstanding balance of the Company’s finance obligations related to sale/leaseback transactions as of December 31, 2024 was $70.7 million, $5.6 million and $65.1 million of which was classified as short-term and long-term, respectively, on the accompanying consolidated balance sheets with a residual value of $37.7 million. ​ Future minimum payments under finance obligations notes above as of December 31, 2025 were as follows (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Total ​ ​ Sale of Future ​ Sale/Leaseback ​ Finance ​ ​ ​ ​ Revenue - Debt ​ ​ ​ Financings ​ ​ ​ Obligations 2026 ​ $ 87,824 ​ $ 17,304 ​ $ 105,128 2027 ​ ​ 71,253 ​ ​ 16,296 ​ ​ 87,549 2028 ​ ​ 51,188 ​ ​ 14,484 ​ ​ 65,672 2029 ​ ​ 24,082 ​ ​ 12,153 ​ ​ 36,235 2030 ​ ​ 1,421 ​ ​ 7,286 ​ ​ 8,707 2031 and thereafter ​ ​ — ​ ​ 4,457 ​ ​ 4,457 Total future minimum payments ​ ​ 235,768 ​ ​ 71,980 ​ ​ 307,748 Less imputed interest ​ ​ (36,531) ​ ​ (43,172) ​ ​ (79,703) Total ​ $ 199,237 ​ $ 28,808 ​ $ 228,045 ​ Other information related to the above finance obligations are presented in the following table: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year ended December 31, ​ ​ ​ ​ 2025 ​ ​ ​ 2024 ​ ​ ​ 2023 Cash payments (in thousands) ​ $ 122,541 ​ $ 117,988 ​ $ 96,781 Weighted average remaining term (years) ​ ​ 3.41 ​ ​ 4.10 ​ ​ 4.49 Weighted average discount rate ​ ​ 12.5% ​ ​ 12.3% ​ ​ 11.3% 64 Table of Contents ​ The fair value of the Company’s total finance obligations approximated their carrying value for the years ended December 31, 2025 and December 31, 2024. ​ Extended Maintenance Contracts ​ On a quarterly basis, we evaluate any potential losses related to our extended maintenance contracts for fuel cell systems and related infrastructure that has been sold.
However, if elevated service costs persist, the Company will adjust its estimated future service costs and increase its contract loss accrual estimate. ​ The following table shows the roll forward of balances in the accrual for loss contracts (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year ended ​ Year ended ​ December 31, 2024 December 31, 2023 Beginning balance ​ $ 137,853 ​ $ 81,066 Provision for loss accrual ​ ​ 45,226 ​ ​ 85,375 Releases to service cost of sales ​ ​ (51,578) ​ ​ (29,713) Increase to loss accrual related to customer warrants ​ ​ 3,313 ​ ​ 971 Foreign currency translation adjustment ​ ​ (458) ​ ​ 154 Ending balance ​ $ 134,356 ​ $ 137,853 ​ The Company decreased the provision for loss accrual primarily due to improved pricing structure and reduction of new GenDrive deployments in 2024, partially offset by an increase in the provision related to stationary systems. 64 Table of Contents ​ Product Warranty Reserve ​ On a quarterly basis, we evaluate our product warranty reserve.
However, if elevated service costs persist, the Company will adjust its estimated future service costs and increase its contract loss accrual estimate. ​ The following table shows the roll forward of balances in the accrual for loss contracts (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year ended December 31, ​ ​ ​ ​ 2025 ​ ​ ​ 2024 Beginning balance ​ $ 134,356 ​ $ 137,853 (Benefit)/provision for loss accrual ​ ​ (23,901) ​ ​ 45,226 Releases to service cost of sales ​ ​ (42,877) ​ ​ (51,578) (Decrease)/increase to loss accrual related to customer warrants ​ ​ (706) ​ ​ 3,313 Foreign currency translation adjustment ​ ​ 1,115 ​ ​ (458) Ending balance ​ $ 67,987 ​ $ 134,356 ​ ​ The Company recorded a benefit for loss accrual primarily due to improved pricing structure as well as reductions in cost to service our GenDrive units due to improved stack reliability and increased labor utilization. ​ Product Warranty Reserve ​ On a quarterly basis, we evaluate our product warranty reserve.
The stand-alone selling price is not estimated because it is sold separately and therefore directly observable. ​ The Company purchases hydrogen fuel from suppliers in most cases (and sometimes produces hydrogen onsite) and sells to its customers.
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. ​ The Company produces hydrogen fuel onsite or purchases hydrogen fuel from suppliers and sells it to its customers.
The decrease during the year ended December 31, 2024 compared to December 31, 2023 was primarily due to the maturities and sale of the Company’s available-for-sale portfolio of higher-yielding U.S. treasury securities during 2023. ​ 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.
The decrease during the year ended December 31, 2025 compared to December 31, 2024 was primarily due to the decrease in the Company’s average restricted cash balance during 2025. ​ 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, 2024 increased $1.4 million, or 3.1%, as compared to the year ended December 31, 2023. The increase was primarily due to an increase in the average balance of the Company’s debt during the year ended December 31, 2024, which was driven by the 6.00% Convertible Debenture. ​ Other income/(expense), net .
Interest expense for the year ended December 31, 2025 increased $18.5 million, or 39.7%, compared to the year ended December 31, 2024. The increase was primarily due to an increase in the average balance of the Company’s debt during the year ended December 31, 2025. ​ Other income/(expense), net .
Common stock warrants that meet certain applicable requirements of ASC Subtopic 815-40, Derivatives and Hedging – Contracts in Entity’s Own Equity , and other related guidance, including the ability of the Company to settle the warrants without the issuance of registered shares or the absence of rights of the grantee to require cash settlement, are accounted for as equity instruments.
Common stock warrants that meet certain applicable requirements of ASC Subtopic 815-40, Derivatives and Hedging – Contracts in Entity’s Own Equity , and other related guidance are accounted for as equity instruments.
While the United States has not adopted the Pillar Two rules, numerous foreign countries have enacted legislation to implement the Pillar Two rules, effective beginning January 1, 2024, or are expected to enact similar legislation. As of December 31, 2024, the Company did not meet the consolidated revenue threshold and is not subject to the GloBE Rules under Pillar Two.
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.
Revenue associated with fuel delivered to customers for the year ended December 31, 2024 increased $31.7 million, or 47.9%, to $97.9 million from $66.2 million for the year ended December 31, 2023.
Revenue associated with fuel delivered to customers for the year ended December 31, 2025 increased $35.5 million, or 36.3%, to $133.4 million from $97.9 million for the year ended December 31, 2024.
There were no conversions of the 7.00% Convertible Senior Notes during the year ended December 31, 2024. ​ The 7.00% Convertible Senior Notes consisted of the following (in thousands): ​ ​ ​ ​ ​ ​ December 31, 2024 Principal amounts: ​ ​ ​ Principal ​ $ 140,396 Unamortized debt premium, net of offering costs (1) ​ ​ 7,514 Net carrying amount ​ $ 147,910 (1) Included in the consolidated balance sheets within convertible senior notes, net and amortized over the remaining life of the notes using the effective interest rate method. ​ 57 Table of Contents The following table summarizes the total interest expense and effective interest rate related to the 7.00% Convertible Senior Notes for the year ended December 31, 2024 (in thousands, except for the effective interest rate): ​ ​ ​ ​ ​ ​ ​ ​ Year ended ​ ​ December 31, 2024 ​ Interest expense ​ $ 7,687 ​ Amortization of premium ​ ​ (4,085) ​ Total ​ $ 3,602 ​ Effective interest rate ​ ​ 3.0 % ​ The estimated fair value of the 7.00% Convertible Senior Notes as of December 31, 2024 was approximately $112.5 million.
There were no conversions of the 7.00% Convertible Senior Notes during the years ended December 31, 2025 and 2024. ​ As of December 31, 2025, the 7.00% Convertible Senior Notes consisted of the following (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, 2025 ​ ​ ​ December 31, 2024 Principal amounts: ​ ​ ​ ​ ​ ​ Principal ​ $ 2,413 ​ $ 140,396 Unamortized debt premium, net of offering costs (1) ​ ​ 170 ​ ​ 7,514 Net carrying amount ​ $ 2,583 ​ $ 147,910 (1) Included in the consolidated balance sheets within convertible senior notes, net and amortized over the remaining life of the notes using the effective interest rate method. ​ The following table summarizes the total interest expense and effective interest rate related to the 7.00% Convertible Senior Notes during the years ended December 31, 2025 and 2024 (in thousands, except for the effective interest rate): ​ ​ ​ ​ ​ ​ ​ ​ Year ended December 31, ​ 2025 ​ 2024 Interest expense $ 8,725 ​ $ 7,687 Amortization of premium ​ (4,833) ​ ​ (4,085) Total $ 3,892 ​ $ 3,602 Effective interest rate ​ 3.0% ​ ​ 3.0% ​ 61 Table of Contents 3.75% Convertible Senior Notes ​ On May 18, 2020, the Company issued $200.0 million in aggregate principal amount of 3.75% Convertible Senior Notes due June 1, 2025 in a private placement to qualified institutional buyers pursuant to Rule 144A under the Securities Act.
No gain or loss was recorded as a result of these transactions. The outstanding balance of the Company’s finance obligations related to sale/leaseback transactions as of December 31, 2024 was $70.7 million, $5.6 million and $65.1 million of which was classified as short-term and long-term, respectively on the accompanying consolidated balance sheets with a residual value of $37.7 million.
The outstanding balance of the Company’s finance obligations related to sale/leaseback transactions as of December 31, 2025 was $68.7 million, $7.0 million and $61.7 million of which was classified as short-term and long-term, respectively, on the accompanying consolidated balance sheets with a residual value of $39.9 million.

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Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Market Risk — interest-rate, FX, commodity exposure

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Although we do not believe that inflation has had a material impact on our financial position or results of operations to date, a high rate of inflation in the future may have an adverse effect on our ability to increase our gross margin or reduce our selling and marketing and operating expenses as a percentage of our revenue if the selling prices of our products do not increase as much as or more than our operating expenses. 74 Table of Contents ​
Although we do not believe that inflation has had a material impact on our financial position or results of operations to date, a high rate of inflation in the future may have an adverse effect on our ability to increase our gross margin or reduce our selling and marketing and operating expenses as a percentage of our revenue if the selling prices of our products do not increase as much as or more than our operating expenses. ​
Item 7A. Quantitative and Qualitative Disclosures about Market Risk ​ Credit Risk ​ As of December 31, 2024 and 2023, our cash and cash equivalents were maintained with financial institutions in which our current deposits are in excess of insured limits.
Item 7A. Quantitative and Qualitative Disclosures about Market Risk ​ Credit Risk ​ As of December 31, 2025 and 2024, our cash and cash equivalents were maintained with financial institutions in which our current deposits are in excess of insured limits.
Our AccionaPlug S.L., SK Plug Hyverse and Clean H2 Infra Fund exposure presently is immaterial as commercial activities are in early stages. ​ Inflation Risk ​ Inflationary factors, such as increases in our cost of goods sold and operating expenses, may adversely affect our operating results.
Our AccionaPlug S.L. and Clean H2 Infra Fund exposure presently is immaterial as commercial activities are in early stages. ​ Inflation Risk ​ Inflationary factors, such as increases in our cost of goods sold and operating expenses, may adversely affect our operating results.
Our exposure to foreign currency can give rise to foreign exchange risk resulting from our equity method investments in Acciona and Clean H2 Infra Fund, which all operate in Europe, and SK Plug Hyverse, which operates in Asia.
We also have our joint venture AccionaPlug S.L., a joint venture with Acciona, as well as an investment in the Clean H2 Infra Fund. Our exposure to foreign currency can give rise to foreign exchange risk resulting 74 Table of Contents from our equity method investments in Acciona and Clean H2 Infra Fund which operate in Europe.
Additionally, the Company purchased a common stock forward in March 2018, which was extended upon issuance of the 3.75% Convertible Senior Notes. ​ Foreign Currency Exchange Rate Risk ​ Portions of our revenue and operating expenses that are incurred outside the United States are denominated in foreign currencies and are subject to fluctuations due to changes in foreign currency exchange rates, particularly changes in the Euro.
We do not utilize derivative financial instruments, derivative commodity instruments or other market risk sensitive instruments, positions or transactions in any material fashion. ​ Foreign Currency Exchange Rate Risk ​ Portions of our revenue and operating expenses that are incurred outside the United States are denominated in foreign currencies and are subject to fluctuations due to changes in foreign currency exchange rates, particularly changes in the Euro.
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We do not utilize derivative financial instruments, derivative commodity instruments or other market risk sensitive instruments, positions or transactions in any material fashion, except for the 3.75% Notes Capped Call purchased in May 2020 related to the issuance of the 3.75% Convertible Senior Notes.
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We also have two joint ventures (1) an investment in AccionaPlug S.L., a joint venture with Acciona, and (2) an investment in SK Plug Hyverse, a joint venture with SK Innovation, as well as an investment in the Clean H2 Infra Fund.

Other PLUG 10-K year-over-year comparisons