PLUG 10-K & 10-Q changes, risk factors and insider trading

The following risk factors should be considered carefully in addition to the other information in this Annual Report on Form 10-K. The occurrence of any of the following material risks could harm our business and future results of operations and could result in the trading price of our common stock declining and a partial or complete loss of your investment. These risks are not the only ones that we face. Additional risks not presently known to us or that we currently consider immaterial may also impair our business operations and trading price of our common stock. 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,Act that involve risks and uncertainties. Refer to the section entitled “Forward-Looking StatementsStatements.”.

We may be unable to successfully execute and operate our hydrogen production projectsfacilities and such projectsfacilities may cost more and take longer to complete than we expect.expect or may underperform, be delayed or require additional capital.

As part of our vertical integration strategy, the Company is developing and constructingoperating hydrogen production facilities at locations acrossin the United States and Europe.engages in hydrogen-related activities outside the United States through project-based arrangements, equipment supply and partnership. Our ability to successfully complete, commission, operate and scale these projectsfacilities and obtain or maintain required green certification or other regulatory attribution for some of these facilities is not guaranteed. These projectsfacilities willare impactintended to support our ability to meet and supplement the hydrogen demands for our products and services, for both existing and prospective customers. While we have hydrogen production facilities that are operational in the United States, the successful commissioning of a facility does not ensure that it will operate reliably, at expected capacity levels or at anticipated costs. Our hydrogen production projectsplants are dependent, in part, upon our ability to meet our internal demand for electrolyzers and liquefiers required for such projects.facilities. TheOur timingoperational facilities and costfuture tofacilities completemay theexperience constructionstart-up ofand ourramp-up hydrogenchallenges, productionequipment projectsperformance areissues, alsooutages, subjectmaintenance to a number of factors outside of our control such as delays related to contractors, suppliersdowntime or other third parties. Such projects may take longer and cost more to complete and become operational thandisruptions, weany expect.of Forwhich example,could constructionreduce atoutput, ourincrease Georgiacosts plantor tookrequire longeradditional thancapital we expected before becoming operational in 2024.expenditures.

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

Our products and performance depend largely on the availability of hydrogen and recent insufficient supplies of hydrogen could negatively affect our sales and deployment of our products and services.

Our products and services depend largely on the availability of hydrogen. Although we are in the process of building multiple hydrogen production plants, our business could be materially and adversely affected by an inadequate availability of hydrogen or our failure to secure hydrogen supply at competitive prices. We producealso liquid hydrogen at our Georgia and Tennessee facilities. There is no assurance that our hydrogen production will scale at the rate we anticipate or that we will complete additional hydrogen production plants on schedule or at all. Additionally, we areremain dependent upon third-party hydrogen suppliers to provide us with hydrogen forsupport the commercialization of our products and services.services, including to supplement our own production, manage downtime, serve certain geographies or meet peak demand. 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, delaydelays in our deploymentsdeployment 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. If hydrogen suppliers elect not to participate in the material handling market, if existing supply arrangements are not renewed on acceptable terms, or if supply chain issues relating to the availability of hydrogendisruptions continue, insufficient supplies of hydrogen may result. If hydrogen is not readily available or if hydrogen prices are such that energy produced by our products costs more than energy provided by other sources, then our products could be less attractive to potential users and our products’ value proposition could be negatively affected which could materially and adversely affect our sales and the deployment of our products and services.

Inflationary trends, economic uncertainty, market trends, political instability, and other conditions affecting the profitability and financial stability of us and our customers could negatively impact our sales growth and results of operations.

Adverse economic conditions and political instability in the geographic markets we serve, such as tight credit markets, inflation, higher interest rates, reduced availability or increased cost of capital, limited capital spending, delay or reduction in consumer spend, and changes in government priorities,priorities and funding programs, could have a material adverse effect on our business, financial condition and results of operations. For example, increases in the cost of raw materials, components, energy, labor and the expenses associated with the distribution and transportation of these materials and products we sell,sell can have an adverse impact on the business, financial condition, and results of operations of us or our suppliers. In an inflationary environment, we may be unable to raise the sales prices of our products and services at or above the rate at which our costs increase, which could reduce our profit margins. For example, with respect to our service business, we have experienced inflationary increases in labor, parts and related overhead.overhead, Thisincluding contributedimpacts tofrom thebroader increaseinflationary in our estimated projected costs to service fuel cell systems and related infrastructure, which resulted in an increase in the provision for loss contracts related to service during 2024.pressures. If these trends continue, we may have to record additional service loss provisions in the future. 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.capital on acceptable terms or at all. In addition, if there is a government shutdown in the United States, especially a prolonged shutdown, it could impact our ability to access the public markets and obtain necessary capital in order to properly capitalize and continue our operations, which could have a material adverse effect on our business, financial condition and results of operations. Increased interest rates, especially if coupled with reduced government spending and volatility in financial markets, may have the effect of further increasing economic uncertainty and heightening these risks.

With respect to our customers, the demand for our products and services is sensitive to their production activity, capital spending and demand for their products and services. In the past couple of years, we have observed increased economic uncertainty in the United States and abroad, including inflation and higher interest rates. Impacts of such economic weakness include falling overall demand for goods and services, leading to reduced profitability, reduced credit availability, higher borrowing costs, reduced liquidity, volatility in credit, equity and foreign exchange markets, and bankruptcies. These developments have ledled, 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. 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. InPricing 2024,adjustments wecould implementedaffect pricecustomer increasesdemand, acrosssales our offerings including equipment, service and hydrogen fuel, which caused customers to changevolumes or delaysales their purchasing decisions with us.cycles. Reductions in customer spending on our solutions, delays in customer purchasing decisions, lack of renewals, inability to attract new customers, uncertainty about business continuity as well as pressure for extended billing terms or pricing discounts, could limit our ability to grow our business and negatively affect our operating results and financial condition.

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

While we do not anticipate significant near- or long-term supplyphysical shortages with respect to our demand offor platinum, titanium, or iridium, athere shortagecan be no assurance that adequate supplies will remain available on commercially acceptable terms, particularly as demand for these materials may increase with broader industry adoption and increased deployment of PEM electrolyzers and related infrastructure. Any constraints on supply, disruptions in production or logistics, or sustained price increases could adversely affect our ability to produce commercially viable PEM fuel cells, PEM electrolyzers, or hydrogen production facilities, delay our deliveries or raise our cost of producing such products and services. In addition, global inflationary pressures haveand recentlybroader increased,macroeconomic whichconditions could potentiallymay increase commodity price volatility. Additionally,Geopolitical developments, including regional conflicts, and related sanctions, trade restrictions, supply chain dislocations and transportation constraints, could further impact the geopoliticalavailability eventsand pricing of platinum group metals and other key inputs, including iridium. Because iridium is produced primarily as a by-product of platinum and nickel mining and has limited sources of supply, even modest increases in Ukrainedemand or disruptions in production could have aan potentially significantoutsized impact on pricing and availability. Although industry participants are exploring approaches to improve iridium utilization in PEM electrolyzers, there can be no assurance that such efforts will be successful, scalable or commercially viable or that such efforts will offset the effects of price increase or supply that may impact our ability to produce or products or raise our cost of producing such products depending on the volume of iridium needed and success of iridium reduction engineering design efforts.constraints. Our ability to pass on such increases in costs in a timely manner depends on market conditions, competitive dynamics, contractual arrangements and customer demand, and the inability to pass along cost increases could result in lower gross margins.

Our ability to source parts and raw materials from our suppliers could be disrupted or delayed in our supply chainchain, which could adversely affect our results of operations.

Our operations require significant amounts of necessary parts and raw materials. Most components essential to our business are generally available from multiple sources; however, we believe there are some component suppliers and manufacturing vendors, particularly those suppliers and vendors that supply materials in very limited supply worldwide or supply commodities that have constrained supply, geographic concentration or high degree of volatility, whose loss to us or general unavailability could have a material adverse effect upon our business and financial condition. If we are unable to source these parts or raw materials, our operations may be disrupted, or we could experience a delay or halt in certain of our manufacturing operations. We believe that our supply management and production practices are based on an appropriate balancing of the foreseeable risks and the costs of alternative practices. Nonetheless, reduced availability or interruption in supplies, whether resulting from more stringent regulatory requirements, supplier financial condition, increases in duties and tariff costs, disruptions in transportation, inflationary cost pressures, an outbreak of a severe public health pandemic, severe weather,weather events, or the occurrence or threat of wars or other conflicts, could have an adverse effect on our financial condition, results of operations and cash flows. For example, we have experienced, and may experience in 2023,the we experiencedfuture, shortages in the supply of liquid hydrogen due to suppliers utilizing force majeure provisions under existing contracts. These volume constraints delayed our deployments and service margin improvements and negatively impacted the amount of hydrogen we have been able to provide under certain of our supply and other agreements. Although we have since taken actions to mitigate certain of these risks, there can be no assurance that similar supply disruptions will not recur. Furthermore, ongoing global economic trends have caused significant challenges for global supply chains resulting in inflationary cost pressures, component shortages, supplier capacity constraints and transportation delays, which have impacted our business.

We market, distribute, sell and service our product offerings internationally and expect to continue investing in our international operations. WeOur haveinternational limitedoperations experiencecontinue operatingto internationally,expand and involve increasing operational, regulatory and compliance complexity, including developing and manufacturing our products to comply with the commercial and legal requirements of international markets. Our success in international markets will depend, in part, on our ability and that of our partners to secure and maintain relationships with foreign sub-distributors,sub distributors, customers and joint development or project partners, and our ability to manufacture products that meet foreign regulatory and commercial requirements. Additionally, our planned international operations are subject to other inherent risks, including potential difficulties in enforcing contractual obligations and intellectual property rights in foreign countries, and could be adversely affected due to, among other things, fluctuations in currency exchange rates, political and economic instability, acts or threats of terrorism, changes in governmental policies or policies of central banks, expropriation, nationalization and/or confiscation of assets, price controls, fund transfer restrictions, capital controls, exchange rate controls, taxes, unfavorable political and diplomatic developments, changes in legislation or regulations (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. As we expand in international markets and explore potential business activities across the globe, we may face numerous challenges. Such challenges might include unexpected changes in regulatory requirements; potential conflicts or disputes that countries may have to deal with, among other things, data privacy requirements; labor laws and anti-competition regulations; export or import restrictions; laws and business practices favoring local companies; fluctuations in currency exchange rates; longer payment cycles and difficulties in collecting accounts receivables; difficulties in managing international operations; potentially adverse tax consequences, tariffs, customs charges, bureaucratic requirements and other trade barriers; restrictions on repatriation of earnings; sanctions regimes and trade compliance obligations; and the burdens of complying with a wide variety of international laws. We face risks associated with our plans to market, distribute, and service our products and services internationally and any of these factors could adversely affect our results of operations and financial condition. The success of our international expansion will depend, in part, on our ability to succeed in navigating the different legal, regulatory, economic, social, and political environments.

Our past and potential future investments in joint ventures mayand similar arrangements involve numerous risks that maycould adversely affect theour abilitybusiness and results of such joint ventures to make distributions to us.operations.

We currentlyhave conducthistorically someconducted, ofand ourmay from time to time conduct, certain operations through joint ventures or similar arrangements in which we share control or economic interests with ourthird joint venture participants.parties. Investments in joint ventures may involve risks not present when a third party is not involved, including the possibility that our joint venture participants might experience business or financial stress that impact their ability to effectively operate the joint venture, or might become bankrupt or may be unable to meet their economic or other obligations, in which case the joint venture may be unable to access needed growth capital without additional funding from us. For example, HyVia, our joint venture with Renault, entered receivership proceedings opened by judgment of the Commercial Court of Versailles in DecemberFebruary 2024 as a direct consequence of the slow emergence of hydrogen mobility ecosystems locally, coupled with significant development costs of hydrogen innovation and an insufficient regulatory environment. Subsequently,2025, HyVia has entered into a judicial liquidation proceedingproceedings. openedAs bya judgmentresult, we no longer conduct operations through that joint venture, and we may not realize the anticipated benefits of thethat Economic Activities Court of Versailles dated February 18, 2025 (judgment publication being still pending).investment. In addition, our joint venture participants may have economic, tax, business or legal interests or goals that are inconsistent with ours, or those of the joint venture, and may be in a position to take actions contrary to our policies or objectives. Furthermore, joint venture participants may take actions that are not within our control, which may expose our investments in joint ventures to the risk of lower values or returns. Disputes between us and co-venturers may result in litigation or arbitration that could increase our expenses and prevent our officers and/or directors from focusing their time and efforts on our day-to-day business. In addition, we may, in certain circumstances, be liable for the actions of our co-venturers. Each of these matters could have a material adverse effect on us.

Our products and services face intense competition.

The markets for energy products, including PEM fuel cells, electrolyzers, and hydrogen production are intensely competitive. Our expansion into electrolyzer manufacturing and hydrogen production similarly faces robust competitioncompetitive — both from incumbent companies and new emerging business interests in the United States and abroad. 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. There are many companies engaged in all areas of traditional and alternative energy generation in the United States and abroad, including, among others, major electric, oil, chemical, natural gas, battery, generator and specialized electronics firms, as well as universities, research institutions and foreign government-sponsored companies. Certain competitors may also benefit from government support, subsidies or industrial policies in their home jurisdictions, which could provide competitive advantages. These firms are engaged in forms of power generation such as advanced battery technologies, generator sets, fast charged technologies and other types of fuel cell technologies. Well established companies might similarly seek to expand into new types of energy products, including PEM fuel cells, electrolyzers, or hydrogen production. Additionally, some competitors may rely on otheralternative differentor competing technologies for fuel cells, electrolyzers, or hydrogen production.production, Weincluding believeadvanced ourbattery technologiessystems, havealternative manyelectrolyzer advantages.technologies, Innon-hydrogen-based thepower nearsolutions future,and wehybrid expectsystems, thewhich demandmay forbe perceived by customers as lower cost, more mature, simpler to deploy or better supported by existing infrastructure or policy frameworks. There can be no assurance that our products —will electrolyzersbe selected over competing technologies or solutions, particularly if customers perceive alternative technologies to offer advantages in particularcost, —availability, toreliability, largelyscalability, offset any hypothetical market preference for competing technologies. However, changes in customer preferences, the marketplace,efficiency or governmentregulatory policies could favor competing technologies.treatment. The primary current value proposition for our fuel cell customers stems from productivity gains in using our solutions. If these productivity benefits are not realized, are reduced or are outweighed by higher costs, operational complexity or reliability concerns, our competitive position could be adversely affected. Longer term, given evolving market dynamics and changes in alternative energy tax credits,credits and incentive programs, if we are unable to successfully develop future products that are competitive with competing technologies in terms of price, reliability and longevity, customers may not buy our products. Technological advances in alternative energy products, battery systems or other fuel cell, electrolyzer, or hydrogen technologies may make our products less attractive or render them obsolete.

We will continue to be dependent on certain third-party key suppliers for components of our products, hydrogen generation projects,facilities, and manufacturing facilities.facilities, Theand failure of a supplier to develop and supply components on mutually agreeable terms or at all, or our inability to obtain substitute sources of these components on a timely basis or on terms acceptable to us, could impair our ability to manufacture our products, could increase our cost of productionproduction, or could affect our ability to generate hydrogen, which would in turn negatively affect our sales and deployment of our products and services.

We rely on certain key suppliers for critical components in our products, and there are numerous other components for our products that are solesingle sourced.sourced or otherwise subject to limited supplier availability. If we fail to maintain our relationships with our suppliers or build relationships with new suppliers, or if suppliers are unable to meet our demand on mutually agreeable terms, we may be unable to manufacture our products, or our products may be available only at a higher cost or after a delay. The Company could experience supply chain-related delays for components of our products, hydrogen generation projects,facilities, and manufacturing facilities that could impact our cost of hydrogen production or could affect our ability to generate hydrogen. Such delays or disruptions may arise from, among other things, supplier financial distress, manufacturing capacity constraints, labor availability challenges, and related production or logistics limitations affecting our suppliers or their sub-suppliers. To the extent certain of our suppliers or their manufacturing operations may be located outside the United States, we may be exposed to additional risks, including foreign exchange volatility, shipping delays, port congestion, customs issues, political or regulatory changes and increased costs associated with tariffs or duties. In addition, to the extent that our supply partners use technology or manufacturing processes that are proprietary, we may be unable to obtain comparable components from alternative sources. Furthermore, we may become increasingly subject to domestic content sourcing requirements and 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. 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.States or otherwise restructure our supply chain to comply with applicable eligibility criteria. An inability to meet these requirements could have a material adverse effect on the Company’s ability to successfully leverage tax incentives or compete for certain federal infrastructure funding sources imposing such mandates. Compliance with evolving domestic content rules may also increase our costs, limit available suppliers or require operational or contractual changes that may not be fully recoverable through pricing.

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

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.liquidity and access capital.

To operate more efficiently and control our expenditures, in 20242025 we implemented a broad range of cost saving measures, including operational consolidation, strategic workforce reductions and various other cost reduction initiatives. InFor addition,example, in March 2025, we announced additional measures to optimize our operational footprint, resource and ongoing expenses, which included additional reductions in the workforce and additional reductions in discretionary spending, inventory and capital expenditures. There can be no assurance that the anticipated cost savings, operating efficiencies or other benefits will be achieved, within the anticipated timeframes or at all, or that they will not be significantly and materially less than anticipated. Our ability to realize the anticipated cost savings is subject to many estimates and assumptions, including business, economic and competitive uncertainties and contingencies, such as our ability to maintain business relationships and successfully negotiate changes to existing agreements with respect to pricing increases, contract terms, and delivery times, among others. Many of these uncertainties and contingencies are beyond our control and if our estimates and assumptions prove to be incorrect, if we experience delays, or if other unforeseen events occur, it may impact our ability to realize the anticipated cost savings. In addition, our cost savings initiatives may subject us to litigation risks and expenses and may have other consequences, such as attrition beyond our planned reduction in workforce or a negative effect on employee morale, productivity or ability to attract highly skilled employees.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. Further, our cost saving measures may result in unexpected expenses or liabilities and/or write-offs.write-offs, including restructuring charges, contract termination costs, asset impairments or inventory write-downs. Our lack of cash flows may also constrain our business and subject us to significant risks, including being unable to make the necessary investments in our business, which can adversely impact our ability to effectively pursue our business objectives, including delays in the construction of our hydrogen plants or delays in our ability to fulfill purchase orders.orders or service existing customer arrangements. Our inability to successfully execute our business objectives could have a material adverse effect on our business, financial condition and results of operations.

To the extent our cost saving measures are not sufficient to drive a substantial reduction in cash burn throughout 2025the near to medium term and we are unable to repay our debt and other obligations as they become due with cash on hand or from other sources, we will need to restructure or refinance all or part of our debt, sell assets, reduce capital expenditures, borrow more cash or raise equity. Additional indebtedness or equity financing may not be available to us in the future for the refinancing or repayment of existing debt and other obligations, or if available, such additional debt or equity financing may not be available in a sufficient amount, on a timely basis, or on terms acceptable to us and within the limitations specified in our then existing debt instruments. Any additional equity financing could be dilutive to existing stockholders and additional indebtedness could increase our leverage and impose additional restrictive covenants. In addition, in the event we decide to sell additional assets, we can provide no assurance as to the timing of any asset sales or the proceeds that could be realized by us from any such asset sale.sale and such sales may adversely affect our long-term growth prospects or operational flexibility.

We have incurred losses and anticipate continuing to incur losses.losses and may not achieve or sustain profitability.

We have not achieved operating profitability in any quarter since our formation and we willexpect to continue to incur net losses until wesuch cantime produce sufficient revenue to coveras our costs.revenues exceed our operating and other expenses. As of December 31, 2024,2025, we had an accumulated deficit of $6.6$8.2 billion. We have continued to experience negative cash flows from operations and net losses. Our net losses were approximately $2.1$1.7 billion, $1.4$2.1 billion and $724.0$1.4 millionbillion for the years ended December 31, 2024,2025, 20232024 and 2022,2023, respectively. The net cash used in operating activities was $535.8 million, $728.6 million,million and $1.1 billion and $828.6 million for the years ended December 31, 2024,2025, 20232024 and 2022,2023, respectively. Our results of operations have been, and may continue to be, adversely affected by macroeconomic conditions, including inflationary pressures, rising interest rates, supply chain disruptions, energy price volatility and constraints in the availability of capital. We expect to generate operating losses for the foreseeable future as we continue to devote significant resources to optimize our current production and manufacturing capacity, construct hydrogen plants and manage inventory to deliver our end-products and related services.

We anticipate that we will continue to incur losses until we can produce and sell our products and services on a large-scalelarge scale and cost-effectivecost effective basis. We cannot guarantee when we will operate profitably, if ever. In order to achieve profitability, we must successfully execute our planned path to profitability in the early adoption markets on which we are focused. The profitability of our products depends largely on material and manufacturing costs and the price of hydrogen.hydrogen which is subject to volatility and factors beyond our control, including global supply constraints, regulatory developments and geopolitical events. The hydrogen infrastructure that is needed to support our growth readiness and cost efficiency must be available and cost efficient.efficient, and delays or cost overruns in the development of such infrastructure could adversely affect our business and results of operations. We must continue to shorten the cycles in our product roadmap with respect to improvement in product reliability and performance that our customers expect. We must execute on successful introduction of our products into the market.market and achieve sufficient customer adoption and scale to offset our fixed and variable costs. We must accurately evaluate our markets for, and react to, competitive threats in both other technologies (such as advanced batteries) and our technology field. Finally, we must continue to lower our products’ build costs and lifetime service costs.costs, which may be challenging with labor, component and logistics cost pressures. If we are unable to successfully take these steps, we may never operate profitably, and, even if we do achieve profitability, we may be unable to sustain or increase our profitability in the future.

We willmay 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, 2024,2025, 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. Included in net working capital as of December 31, 2025 were unrestricted cash and cash equivalents of $368.5 million and current restricted cash of $186.7 million. This compares to net working capital of $729.0 million,million as of December 31, 2024, which was comprised of the net amount of current assets of $1.5 billion and current liabilities of $748.5 million. Included in net working capital as of December 31, 2024 were unrestricted cash and cash equivalents of $205.7 million and current restricted cash of $198.0 million. ThisThe comparesdecline toin our net working capital ofreflects, $822.2among millionother asthings, ofour Decembercontinued 31,operating 2023,losses, whichcapital was comprised of the net amount of current assets of $1.8 billionexpenditures and current liabilities of $964.8 million. 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.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, 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. 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. In addition, macroeconomic conditions, including higher interest rates, reduced risk tolerance among investors and lenders, and constrained availability of capital for clean energy and emerging technology companies, may further increase our capital requirements or limit our financing options.

To improve our financial condition and liquidity, we willmay have to raise additional capital.capital through equity offerings, debt financings, government funding programs, strategic partnerships, asset sales or other transactions. There can be no assurance that we will have access to the capital we need on favorable terms when required or at all. In periods when the capital and credit markets experience significant volatility, including periods of high interest rates or reduced liquidity, the amounts, sources and cost of capital available to us may be adversely affected. For example, we are party to certain agreements with collateral requirementsrequirements, andwhich could further restrict our liquidity or require us to raise capital orat margininopportune calls, and we cannot predict when and what amounts may be called.times. We primarily use external financing to provide working capital needed to operate and grow our business. Sufficient sources of external financing may not be available to us on acceptable or cost effective terms. If we cannot raise additional funds when we need them, our financial condition and business could be materially adversely affected. In addition, we have implemented a broad range of cost saving measures, including operational consolidation, strategic workforce reductions and various other cost reduction initiatives, to reduce our cash burn. In addition, in March 2025, we announced additional reductions in the workforce and additional reductions in discretionary spending, inventory and capital expenditures. There can be no assurance that these cost saving measures will be sufficient or will not adversely affect our ability to execute our business strategy or grow our operations. Our ability to continue our operations is contingent upon our ability to successfully implement cost saving measures such as those referenced above and to obtain additional capital or complete one or more strategic transactions and if we fail to do so and are unable to raise sufficient capital and/or complete one or more strategic transactions, we would be forced to modify or cease operations, liquidate assets or pursue bankruptcy proceedings.

Our estimated future revenue represents, as of a point in time, expected future revenue from work not yet completed under executed contracts. Estimated future revenue is inherently subject to uncertainty and may not result in revenue, cash flows or profitability and provides limited visibility into future results. As of December 31, 2024,2025, our estimated future revenue was approximately $890.6$724.1 million. While we anticipate a significant amountportion of our estimated future revenue will be recognized as revenue over one to ten years, our estimated future revenue is subject to order cancellations and delays. We or our customers may attempt to cancel or modify orders in estimated future revenue, and we may not be able to convert all of our estimated future revenue into revenue and cash flows. In addition, some commercial arrangements that we announce publicly may be in the form of letters of intent, collaborations or other preliminary arrangements that are subject to definitive documentation, financing, permitting, technical requirements, and other conditions, and may not result in executed contracts or revenue. In addition, if production of products areis 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. If we receive relatively large orders in any given quarter, fluctuations in quarterly levels of estimated future revenue can result because the estimated future revenue may reach levels which may not be sustained in subsequent quarters. Our estimated future revenue should not be relied on as a measure of actual future revenue or profitability. Further, even if we convert estimated future revenue into revenue, we may not achieve profitability. Achieving profitability depends on a number of factors, many of which are outside of our control, including our ability to scale operations, manage costs, execute effectively, successfully commercialize our offerings and maintain capital discipline. Failure to achieve any of these objectives could prevent us from achieving profitability.

If we cannot obtain financing to support the sale of our products and service to our customers or our power purchase agreements with customers, such failure may adversely affect our liquidity and financial position.

Historically, we have obtained or provided third-party financing sources to finance the sale of our products and services to our customers or our PPAs with our customers. We have experienced, and may experience in the future, difficulty in obtaining or providing adequate financing for these PPA arrangements on acceptable terms, or at all.all, and our customers may experience similar difficulties in securing third-party financing, which could adversely affect demand for our products and services. Failure to obtain or provide such financing hasor impactedfor our customers to secure third-party financing may impact our product sales and results of operations, and may result in the loss of material customers, which could have a material adverse effect on our business, financial condition, and results of operations. Further, we have been required, and may be required in the future, to continue to pledge or restrict substantial amounts of our cash to support theselegacy financing arrangements. As a result, such cash will not be available to us for other purposes, which may have a material adverse effect on our liquidity and financial position. For example, as of December 31, 2024,2025, approximately $835.0$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. Because we are currently focusing more on cash generation, we have paused new PPAs in the fourth quarter of 2023 and have shifted our approach to enable customers to deal directly with banks, which may temper short-term revenue growth. Although we expect PPAs to become a cash source in the near-term and for restricted cash to be released over time, our ability to realize these benefits is not guaranteed. If financing markets remain constrained, restricted cash is not released as anticipated, or additional collateral is required under existing arrangements, our liquidity and financial position could be materially adversely affected.

AtAs of December 31, 2024,2025, our total outstanding indebtedness was approximately $729.7$703.5 million, which consisted of $173.2$431.0 million of the $200.0$431.3 million in aggregate principal amount of 6.00%6.75% Convertible DebentureSenior Notes due NovemberDecember 11,1, 20262033 (the “6.00%6.75% Convertible DebentureSenior Notes”), $147.9$2.6 million of the $140.4 million in aggregate principal amount of 7.00% Convertible Senior Notes due June 1, 2026 (the “7.00% Convertible Senior Notes”), $58.3 million of the $58.5 million in aggregate principal amount of 3.75% Convertible Senior Notes due June 1, 2025 (the “3.75% Convertible Senior Notes”), $2.9$1.9 million of long-term debt, and $347.4$268.0 million of finance obligations consisting primarily of debt associated with sale of future revenues and sale/leaseback financings. In November 2025, we completed a financing transaction involving the issuance of the 6.75% Convertible Senior Notes, and we used proceeds to repay in full the higher-cost secured indebtedness and to repurchase a portion of our 7.00% Convertible Senior Notes, which reduced interest expense and simplified aspects of our capital structure, including by eliminating a first lien. However, we continue to have significant indebtedness and debt service obligations, and we may incur additional indebtedness in the future.

Our ability to generate cash to repay our indebtedness is subject to the performance of our business, as well as general economic, financial, competitive, and other factors that are beyond our control. If our business does not generate sufficient cash flow from operating activities or if future borrowings are not available to us in amounts sufficient to enable us to fund our liquidity needs, our operating results,results and financial condition may be adversely affected. In particular, if we are unable to access the capital markets on acceptable terms, reduce cash burn, improve margins and cash flows, or otherwise raise or generate sufficient liquidity, we may be unable to fund operations, make required capital investments, or satisfy our debt obligations when due.

The accounting method for convertible debt securities that may be settled in cash, such as the 7.00% Convertible Senior Notes or the 3.75% Convertible Senior Notes,cash could have a material effect on our reported financial results.

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,Act that involve risks and uncertainties. Our actual results could differ materially from those discussed in this Annual Report on Form 10-K. 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 DataData,”, of this Annual Report on Form 10-K.

Information pertaining to fiscal year 20222023 was included in the Company’s Annual Report on Form 10-K for the year ended December 31, 20222023 on page 4247 under Part II, Item 7, “Management’s Discussion and Analysis of Financial Position and Results of OperationsOperations,”, which was filed with the SEC on MarchFebruary 1,29, 2023.2024.

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

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.products.

GenEco Electrolyzers: The design and implementation of 5MW and 10MW electrolyzer systems that are modular, scalable hydrogen generators optimized for clean hydrogen production. Electrolyzers generate hydrogen from water using electricity and acan special membrane andproduce “green” hydrogen iswhen generatedpowered by using renewable energy inputs, such as solar or wind power.

Liquid Hydrogen: Liquid hydrogen provides an efficient fuel alternative to fossil-based energy. We produce liquid hydrogen at our production facilities in Tennessee, Georgia and Louisiana and through ourthird-party supply arrangements, utilizing electrolyzer systems and liquefaction systems. Liquid hydrogen supply will beis 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. Plug is currently targeting Asia,Europe, Australia, Europe, Middle East and North America and select international markets (including parts of Asia) for expansion in adoption.adoption Theof European Union (the “EU”) has rolled out ambitious targets for theits 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. This includes a targeted account strategy for material handling, securing strategic partnerships with European OEMs, energy companies, utility leaders and accelerating our electrolyzer business.solutions.

The net cash used in operating activities for the year ended December 31, 20242025 and 20232024 was $728.6$535.8 million and $1.1$728.6 billion,million, respectively. This decrease in net cash used in operating activities was primarily due to casha inflowsdecrease relatedin tonet the Company’s accounts receivablesloss and inventory, partially offset by an increase in netcash loss,provided a decrease inby accounts payable, accrued expenses, and other liabilitiesliabilities, andpartially offset by a decrease in deferredcash revenueprovided by inventory and otheraccounts receivable as well as an increase in cash used in contract liabilities.assets.

The net cash (used in)/provided by investing activities for the year ended December 31, 20242025 and 20232024 was ($402.4)$139.0 million and $728.1$402.4 million, respectively. The changedecrease fromin cash inflowused to cash outflow fromin investing activities was primarily due to a decrease in proceedspurchases fromof saleslong-lived assets and maturitiesa ofdecrease available-for-salein cash paid for non-consolidated entities and non-marketable securities during the year ended December 31, 2024 as the Company no longer holds available-for-sale securities.2025.

The net cash provided by financing activities for the year ended December 31, 20242025 and 20232024 was $983.2$630.0 million and $6.1$983.2 million, respectively. The increasedecrease in cash provided by financing activities was primarily driven by proceedsa fromdecrease the At Market Issuance Sales Agreement, as amended (as described below), with B. Riley Securities, Inc. (“B. Riley”) andin proceeds from thepublic and private offerings, net of transaction costs, an increase in principal payments on long-term debt and convertible debenturedebt instruments and a decrease in proceeds from finance obligations during the year ended December 31, 2024,2025, partially offset by aan decreaseincrease in proceeds from financelong-term obligations.debt, convertible debt instruments and common stock warrants.

The Company has continued to experience negative cash flows from operations and net losses. The Company incurred net losses of approximately $2.1$1.7 billion, $1.4$2.1 billion and $724.0$1.4 millionbillion for the years ended December 31, 2024,2025, 20232024 and 2022,2023, respectively, and had an accumulated deficit of $6.6$8.2 billion as of December 31, 2024.2025. The Company’s working capital was $729.0$799.7 million at December 31, 2024,2025, which included unrestricted cash and cash equivalents of $205.7$368.5 million and current restricted cash of $198.0$186.7 million.

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

The Company has an “at-the-market” equity offering program with B. Riley Securities, Inc. (“B. Riley”) pursuant to which the Company may, from time to time, offer and sell through or to B. Riley, as sales agent or principal, shares of the Company’s common stock, having an aggregate gross sales price of up to $1.0 billion under a sales agreement. The Company has the right at its sole discretion to direct B. Riley to act on a principal basis and purchase directly from the Company up to $11.0 million of shares of its common stock on any trading day if the Company’s market capitalization is more than $1.0 billion (or up to $10.0 million if the Company’s market capitalization is less than $1.0 billion) and up to $55.0 million of shares in any calendar week if the Company’s market capitalization is more than $1.0 billion (or up to $30.0 million if the Company’s market capitalization is less than $1.0 billion). On FebruaryAugust 23,15, 2024 and November 7, 2024,2025, the Company and B. Riley amended the “at-the-market” equity offering program to increaseextend the aggregate offering price of shares of common stock available for issuance under the program to $1.0 billion.term. The amended“at-the-market” equity offering program will terminate upon the earliest of (a) DecemberAugust 31,15, 2025 with respect to principal transactions and January 17, 2026 with respect to agency transactions,2027, (b) the sale of all shares of common stock under the program or (c) termination of the sales agreement. On September 29, 2025, the Company and B. Riley amended the “at-the-market” equity offering program to add Yorkville Securities, LLC (“Yorkville”) as an additional sales agent and/or principal through which the Company may offer and sell shares pursuant to the “at-the-market” equity offering program. During the year ended December 31, 2024,2025, the Company issuedsold 219,835,22134,573,529 shares of its common stock at a weighted-average sales price of $3.08$1.62 per share for netgross proceeds of $666.9$55.9 million with related issuance costs of $1.0 million through the “at-the-market” equity program offering. As of December 31, 2025, the Company had $944.1 million of aggregate gross sales price of shares available to be sold under the ATM“at-the-market” agreement.equity offering program.

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

The Company believes that its working capital, cash position and restricted cash to be released over the next 12 months, together with itsother rightkey toassumptions, direct B. Riley to purchase shares fromsupport the CompanyCompany’s underconclusion thethat “at-the-market”it equity offering program and its right to direct Yorkville to purchase shares from the Company under the SEPA, will behas sufficient capital to fund its on-going operations for a period of at least 12 months subsequent to the issuance of the accompanying consolidated financial statements. Key assumptions are based on factors such as forecasted sales and costs, amortization requirements of the Company’s finance obligations, the Company’s right to direct B. Riley and Yorkville to purchase shares from the Company under the “at-the-market” equity offering program, and the Company’s right to direct Yorkville to purchase shares from the Company under the SEPA.

In February 2024, in a strategic move to enhance the Company’s financial performance and ensure long-term value creation in a competitive market, the Company approved the 2024 Restructuring Plan, a comprehensive initiative that encompassed a broad range of measures, including operational consolidation, strategic workforce adjustments, and various other cost-saving actions. In March 2025, as part of the CompanyProject approvedQuantum anotherLeap initiative, the 2025Company Restructuring Plan, which includedannounced initiatives to reduce the Company’s workforce, realign the Company’s manufacturing footprint and streamline the Company’s organization to enhance operational efficiency and improve overall liquidity.liquidity (the “2025 Restructuring Plan”). The expected annual savings from the 2025 Restructuring Plan arewas expectedeffectively tocompleted be significant and will begin to be realized beginning induring the secondfourth halfquarter of 2025.

Most components essential to our business are generally available from multiple sources; however, we believe there are some component suppliers and manufacturing vendors, particularly those suppliers and vendors that supply materials in very limited supply worldwide or supply commodities that have a high degree of volatility, whose loss to us or general unavailability could have a material adverse effect upon our business and financial condition. For example, although we believe the liquid hydrogen supply challenges of the past mayimproved havefollowing lessenedthe incommissioning recentand months,ramp-up of additional domestic production capacity, including our Georgia facility, we may again experience similar challenges relating to the availability of hydrogen, including but not limited to suppliers utilizing force majeure provisions under existing contracts as they have in the past, which could negatively impact the amount of hydrogen we are able to provide under certain of our hydrogen supply agreements and other customer agreements. Furthermore, global commodity pricing has been volatile and has been influenced by political events and worldwide economic trends, which has impacted our sourcing strategies, resulting in adverse impacts on our business and financial condition. We have mitigated and are continuing to mitigate these risks by continuing to diversify our supply chain, including diversifying our global supply chain and implementing alternate system architectures that we expect will allow us to source from multiple fuel cell, electrolyzer stack and air supply component vendors. While we continue to invest in our supply chain to improve its resilience with a focus on automation, dual sourcing of critical components, insourcing and localized manufacturing when feasible, we are also working closely with these vendors and other key suppliers on coordinated product introduction plans, product and sales forecasting, strategic inventories, and internal and external manufacturing schedules and levels. However, ongoing changes to, and evolution of, our productsproduct designsdesigns, suchincluding asnew simultaneous design/build effortselectrolyzer and newliquefaction productsystem configurations, stack design updates and serviceability trends,enhancements, or incorrect forecasting or updates to previously forecasted volumes could present challenges to those strategies despite best efforts in leveraging supplier relationships and capabilities. With respect to production, althoughwe are currently operating in an environment of heightened cost pressures fromdriven by tariffs, global energy pricesvolatility, and inflationinflation. haveDespite beenthese lessexternal volatileheadwinds, thanwe previousremain years,focused anon increase instructural cost pressuresreduction orinitiatives, aleveraging riseartificial inintelligence inflationto couldanalyze negativelydetailed affectcost components across our businesssupply again,chain, whichoptimize couldsourcing havedecisions, aand pricingmitigate impactinflationary impacts on our key raw materials. We have a regionally diverse supply chain, and in cases where we have single sourced suppliers (typically due to new technology and products or worldwide shortages due to global demand), we work to engineer alternatives in our product design or develop new supply sources while covering short- and medium-term risks with supply contracts, building up inventory, and development partnerships. However, if we are unable to reduce such inventory, that could tie up working capital.

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 20222022.”.

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 AgreementAgreement.”. 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. On December 30, 2025, the Company entered into an agreement with Walmart in which Walmart agreed to forfeit all vested shares of the Company’s common stock related to the Walmart warrant and the unvested portions of the Walmart warrant were cancelled. Accordingly, no shares of common stock will become issuable by the Company in connection with the Walmart warrant.

The amount of provision for thecommon Amazon and Walmartstock warrants recorded as a reduction of revenue during the years ended December 31, 20242025 and 2023,2024, respectively, is shown in the table below (in thousands):

Revenue — sales of equipment, related infrastructure and other. Revenue from sales of equipment, related infrastructure and other represents sales of our GenDrive units, GenSure stationary backup power units, cryogenic stationary and on road storage, hydrogen liquefaction systems, electrolyzers and hydrogen fueling infrastructure (referred to at the site level as hydrogen installations.installations). Revenue from sales of equipment, related infrastructure and other for the year ended December 31, 20242025 decreased $321.1$19.2 million, or 45.1%,4.9%, to $390.3$371.1 million from $711.4$390.3 million for the year ended December 31, 20232024 primarily due to decreases in revenue related to hydrogen site installations, liquefiers, cryogenic equipment, and fuel cell systems. The decrease in the revenuesystems related to sales of cryogenic storage equipment and liquefiers of $120.2 million was primarily due to product mix with respect to cryogenic equipment, fewer projects and a slower rate of progress on existing liquefier projects as they near completion compared to the year ended December 31, 2023. Revenue related to sales of fuel cell systems decreased $129.1 million, primarily due to a decrease in the volume of GenDrive units sold, with 3,119 units sold during the year ended December 31, 2024 compared to 6,392 units sold during the year ended December 31, 2023. The decreasedemand in hydrogen infrastructure revenue of $114.5 million was primarily due to volume, with 15 hydrogen site installations for the year ended December 31, 2024 compared to 52 for the year ended December 31, 2023. Additionally, there was a decrease of $10.3 million related to the sales of engineered oil and gas equipment from the Frames acquisition, for which sales are not expected to continue beyond current commitments. Furthermore, the pace of development of the hydrogen economymarket partially attributable to a lapse in tax credit availability during 2025, which has been slower than anticipated and has impacted hydrogen equipment deployments. Finally, there was an increasereinstated in the2026 provision for common stock warrants recorded as a reduction of revenue, which increased to $4.8 million forthrough the yearOne endedBig DecemberBeautiful 31,Bill 2024Act compared to $0.6 million for the year ended December 31, 2023.(“OBBBA”). Partially offsetting these decreases was an increase in revenue related to electrolyzers of $53.0$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, 20242024. comparedThe toincrease 133in volume of one megawatt equivalent units sold forwas thedue yearto endedan Decemberincrease 31,in 2023. Includeddemand in the 153European onehydrogen megawatt equivalent units sold for the year ended December 31, 2024 were 29 electrolyzer systems sold compared to two electrolyzer systems sold during the year ended December 31, 2023.market.

Revenue — services performed on fuel cell systems and related infrastructure. Revenue from services performed on fuel cell systems and related infrastructure represents revenue earned on our service and maintenance contracts and sales of spare parts. Revenue from services performed on fuel cell systems and related infrastructure for the year ended December 31, 20242025 increased $13.1$42.3 million, or 33.5%,81.1%, to $52.2$94.5 million from $39.1$52.2 million for the year ended December 31, 2023.2024. The increase in revenue from services performed on fuel cell systems and related infrastructure was primarily due to thesales increaseof service parts of $27.1 million, increases in pricing of our service agreements and incidental billings. In addition, the average number of GenDrive units under maintenance contracts increased to 21,897 during the yearsecond endedquarter December 31,of 2024 comparedand an increase in the scope of services provided to 20,336certain during the year ended December 31, 2023.customers. Partially offsetting this increase in revenue was an increase in the provision for common stock warrants recorded as a reduction of revenue, which increased to $10.6 million for the year ended December 31, 2025 compared to $4.9 million for the year ended December 31, 2024 compared to $1.2 million for the year ended December 31, 2023.2024.

Revenue — fuel delivered to customers and related equipment. Revenue associated with fuel and related equipment delivered to customers represents the sale of hydrogen that has been purchased by the Company from a third party or generated at our hydrogen production plants. Revenue associated with fuel delivered to customers for the year ended December 31, 20242025 increased $31.7$35.5 million, or 47.9%,36.3%, to $97.9$133.4 million from $66.2$97.9 million for the year ended December 31, 2023.2024. 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 2024.2024 Partiallyas offsettingwell this increase in revenue wasas an increase in the provision for common stock warrants recorded as a reductionnumber of revenue,customer sites with fuel contracts, which increased toby $21.828 millionsites forduring the year ended December 31, 2024 compared to $5.6 million for the year ended December 31, 2023.2025.

Cost of revenue — sales of equipment, related infrastructure and other. Cost of revenue from sales of equipment, related infrastructure and other includes direct materials, labor costs, and allocated overhead costs related to the manufacture of our fuel cells such as GenDrive units and GenSure stationary back-up power units, cryogenic stationary and on road storage, and electrolyzers, as well as hydrogen fueling infrastructure (referred to at the site level as hydrogen installations.installations). Cost of revenue from sales of equipment, related infrastructure and other for the year ended December 31, 20242025 decreased $69.5$218.4 million, or 9.1%,31.4%, to $696.1$477.7 million compared to $765.6$696.1 million for the year ended December 31, 20232024 primarily due to decreases in cost of revenue related to hydrogen site installations, liquefiers, cryogenic equipment, and fuel cell systems.systems related to weakening demand in the hydrogen market in the United States. In addition, there was a decrease in cost of revenue related to electrolyzers primarily due to lower labor and overhead costs, lower direct material costs and a decrease in inventory valuation adjustments related to electrolyzers. During the year ended December 31, 2025, the Company recorded inventory valuation adjustments of $89.9 million compared to $168.3 million during the year ended December 31, 2024. The decrease in inventory valuation adjustments during the year ended December 31, 2025 was primarily due to higher sales prices on recently signed contracts with customers resulting in decreased lower of cost or net realizable valuation adjustments. Management continues to actively manage inventory levels and product mix in light of current market conditions and strategic priorities. Additional inventory valuation adjustments may be required in future periods if market conditions deteriorate further or if the Company makes additional strategic decisions to exit product lines or customer segments. The gross loss generated from sales of equipment, related infrastructure and other decreased to (28.7%) for the year ended December 31, 2025, compared to (78.3%) for the year ended December 31, 2024. The decrease in gross loss was primarily due to the decrease in inventory valuation adjustments described above as well as lower labor and overhead costs and lower direct material costs related to electrolyzers.

Cost of revenue — services performed on fuel cell systems and related infrastructure. Cost of revenue from services performed on fuel cell systems and related infrastructure includes the labor, material costs and allocated overhead costs incurred for our product service and hydrogen site maintenance contracts and spare parts. Cost of revenue from services performed on fuel cell systems and related infrastructure for the year ended December 31, 20242025 decreasedincreased $17.6$12.6 million, or 23.3%,21.8%, to $57.8$70.4 million compared to $75.4$57.8 million for the year ended December 31, 2023.2024. The decreaseincrease in cost of revenue was primarily due to an increase in the releasesales of theservice lossparts accrual,discussed with a release of $51.6 million during the year ended December 31, 2024 compared to a release of $29.7 million during the year ended December 31, 2023.above. Included in cost of revenue related to services performed on fuel cell systems and related infrastructure were inventory valuation adjustments of $5.3 million for the year ended December 31, 2025 compared to $0.2 million for the year ended December 31, 20242024. comparedThe increase in inventory valuation adjustments during the year ended December 31, 2025 was primarily due to $0.7higher millionexcess and obsolete inventory adjustments on service-related parts due to demand of the Company’s mid-market hydrogen infrastructure offering. Gross margin increased to 25.5% for the year ended December 31, 2023.2025 Grosscompared to gross loss decreased toof (10.7%) for the year ended December 31, 2024 compared to (92.9)% for the year ended December 31, 2023.2024. The decreaseincrease in gross lossmargin was primarily due to animproved increasepricing inand negotiatedcontinued contractimprovements rateson discussed above, as well as an increase in the release of the loss accrual during the year ended December 31, 2024.parts.

Cost of revenue — (benefit)/provision for loss contracts related to service. The Company recorded a provisionbenefit for loss accrualcontracts related to service of ($24.6) million during 2024the ofyear $48.5ended million,December a31, decrease of $37.8 million2025 compared to thea provision for loss accrualcontracts related to service of $86.3$48.5 million asduring ofthe year ended December 31, 2023.2024. The Company decreasedrecorded thea provisionbenefit primarily due to improved pricing structure andas reductionwell ofas newreductions in cost to service our GenDrive deploymentsunits in 2024, partially offset by an increase in the provision relateddue to stationaryimproved systems.stack reliability and increased labor utilization.

Cost of revenue — Powerpower purchase agreements. Cost of revenue from PPAs includes depreciation of assets utilized and service costs to fulfill PPA obligations and interest costs associated with certain financial institutions for leased equipment. Cost of revenue from PPAs for the year ended December 31, 20242025 decreased $2.0$38.2 million, or 0.9%,17.6%, to $216.9$178.7 million from $218.9$216.9 million for the year ended December 31, 2023.2024. The increasedecrease in cost was primarily due a decrease in operating leases costs as a result of anthe increaseCompany’s 2024 impairment charges as well as a reduction in theparts average number of units and customer sites partydue to thesecontinued agreements.improvements. ThereGross wasloss andecreased averageto of(66.2%) 31,763 GenDrive units under PPAs duringfor the year ended December 31, 20242025 compared to 30,626 during the year ended December 31, 2023. The average number of hydrogen sites under PPA arrangements was 147 during the year ended December 31, 2024 compared to 132 during the year ended December 31, 2023. Gross loss decreased to (178.7%) for the year ended December 31, 2024 compared to (243.5)% for the year ended December 31, 2023.2024. The decrease in gross loss was primarily due to improved pricing.pricing, continued improvements in part costs as well as the cumulative catch-up adjustment resulting from a modification of a PPA with a customer discussed above.

Cost of revenue — fuel delivered to customers and related equipment. Cost of revenue from fuel delivered to customers and related equipment represents the purchase of hydrogen from suppliers and internally produced hydrogen that is ultimately sold to customers. Cost of revenue from fuel delivered to customers for the year ended December 31, 20242025 decreasedincreased $17.5$19.3 million, or 7.1%,8.4%, to $228.8$248.1 million from $246.3$228.8 million for the year ended December 31, 2023.2024. The decreaseincrease was primarily due to lower costs of purchased fuel, anthe increase in fuel internally produced by the Company, which is inherently lower in cost, as well as a recognitionnumber of thecustomer cleansites hydrogenwith productionfuel taxcontracts creditdiscussed (“PTC”) of $4.0 million.above. 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, 20242024. comparedGross loss decreased to $6.5(85.9%) million forduring the year ended December 31, 2023.2025 Gross loss decreasedcompared to (133.8%) during the year ended December 31, 2024 compared to (271.8)% during the year ended December 31, 2023,2024, primarily due to favorable fuel rates negotiated with certain customers, lower costs of purchased fuel,fuel and an increase in fuel internally produced by the Company and the decrease in inventory valuation adjustments described above.Company.

Research and development. Research and development expenses include: materials to build development and prototype units, cash and non-cash compensation and benefits for the engineering and related staff, expenses for contract engineers, fees paid to consultants for services provided, materials and supplies consumed, facility related costs such as computer and network services, and other general overhead costs associated with our research and development activities. Research and development expense for the year ended December 31, 20242025 decreased $36.5$19.2 million, or 32.1%,24.9%, to $77.2$58.0 million from $113.7$77.2 million for the year ended December 31, 2023.2024. The decrease was primarily due to headcount reductions resulting from the 2025 Restructuring Plan as well as a decrease in component materials which are used for testing, prototypes and proof of concept.consumed.

Selling, general and administrative. Selling, general and administrative expenses include cash and non-cash compensation, benefits, amortization of intangible assets and related costs in support of our general corporate functions, including general management, finance and accounting, human resources, selling and marketing, information technology and legal services. Selling, general and administrative expenses for the year ended December 31, 20242025 decreasedincreased $46.4$3.5 million, or 11.0%,0.9%, to $376.1$379.6 million from $422.5$376.1 million for the year ended December 31, 2023.2024. The decreaseincrease was primarily due to costs related to the renegotiation of a supplier arrangement that previously contained minimum purchase requirements of $40.3 million. Partially offsetting this increase, there was a decrease in stock compensation expense of approximately $31.7 related to stock compensation forfeitures resulting from the 20242025 Restructuring Plan announced in February 2024 as well as certain market-condition awards nearing the end of their vesting period anda reduction in spendemployee assalaries aand resultbenefits of costapproximately cutting$6.9 initiatives, partially offset by an increase in the allowance for credit losses on accounts receivable.million.

Restructuring. Expenses related to therestructuring 2024 Restructuring Planactivities for the year ended December 31, 20242025 wasincreased $17.7 million, or 217.1%, to $25.9 million from $8.2 million.million for the year ended December 31, 2024. The increase was due to severance and benefits related to the 2025 Restructuring Plan, which impacted more employees than the 2024 Restructuring Plan the Company announced in February 2024.Plan.

Impairment. The Company recorded an impairment chargecharges of $785.4 million for the year ended December 31, 2025 compared to $949.3 million for the year ended December 31, 2024,2024. asImpairment comparedcharges to $269.5 million forduring the yearyears ended December 31, 2023.2025 Theand increase was2024 primarily duerelated to the Company failing to meet 2025 and 2024 sales and margin projectionsprojections, respectively, as well as decreased future cash flow projections across certain product lineslines. including stationary, liquefiers and fuel cells for mobility projects related to HyVia. Additionally, the Company paused certain hydrogen production plant projects during 2024. This pause, as well as theThe decrease in cash flow projections,projections was primarily due to weakening demand in the global hydrogen market. As a result, the Company tested the recoverability of its long-lived assets and finite-lived intangibles by comparing the carrying values against undiscounted future cash flow projections and determined that an impairment existed.

Change in fair value of contingent consideration. The change in fair value of contingent consideration is related to earnouts for the GinerJoule ELX,Processing Inc.LLC (“GinerJoule”), Unitedand HydrogenFrames GroupHolding Inc.B.V. (“UHGFrames”), Frames, and Joule acquisitions. The change in fair value for the year ended December 31, 20242025 and 20232024 was $(15.8$23.5) million and $30.0($15.8) million, respectively. The decrease was primarily due a decrease in the fair value of contingent consideration for Joule’s earn-out of $14.3$21.2 million during the year ended December 31, 20242025 due to changes in management assumptions.assumptions resulting from strategic planning the Company performed in the fourth quarter of 2025.

Interest income. Interest income primarily consists of income generated by our investment holdings, restricted cash escrow accounts, and money market accounts. Interest income for the year ended December 31, 20242025 decreased $25.1$11.3 million, or 45.0%, as36.7%, compared to the year ended December 31, 2023.2024. The decrease during the year ended December 31, 20242025 compared to December 31, 20232024 was primarily due to the maturitiesdecrease and sale ofin the Company’s available-for-saleaverage portfoliorestricted ofcash higher-yielding U.S. treasury securitiesbalance during 2023.2025.

In addition to the other information set forth in this Quarterly Report on Form 10-Q, you should carefully consider the risk factors that could materially affect the Company’s business, financial condition or future results discussed in the Company’s 2025 Form 10-K in Part I, Item 1A1A, “Risk Factors,” and the Company’s Form 10-Q for the quarter ended March 31, 2026 in Part II, Item 1A, “Risk Factors.” The risks described in the 2025 Form 10-K and the Form 10-Q for the quarter ended March 31, 2026 are not the only risks that could affect the Company. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial may also materially adversely affect our business, financial condition and/or operating results in the future. As a supplement to the risk factors identified in the 2025 Form 10-K, below we have set forth an updated risk factor.factors. Other than as provided below, there have been no material changes to the risk factors identified in the 2025 Form 10-K.10-K and the Form 10-Q for the quarter ended March 31, 2026.

Forward-looking statements are typically identified by words such as “anticipate,” “believe,” “could,” “continue,” “estimate,” “expect,” “forecast,” “intend,” “may,” “plan,” “project,” “should,” “target,” “will,” “would,” and similar expressions, including the negatives thereof. These statements are based on our current expectations, assumptions and projections regarding future events and financial trends that we believe may affect our financial condition, results of operations, business strategy and financial needs. However, forward-looking statements involve known and unknown risks, uncertainties and other factors, many of which are outside our control, thatwhich may cause actual results, performance or achievements to differ materially from those expressed or implied by such statements.

The risks included here are not exhaustive, and additional factors could adversely affect our business and financial performance, including factors and risks discussed in the section titled “Risk Factors” included under Part I, Item 1A, in our 2025 Form 10-K and supplemented by Part II, Item 1A of the Quarterly Report on Form 10-Q for the quarter ended March 31, 2026 and Part II, Item 1A of this Quarterly Report on Form 10-Q. Moreover, we operate in a very competitive and rapidly changing environment. New risk factors emerge from time to time, and it is not possible for management to predict all such risk factors, nor can we assess the impact of all such risk factors on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from these contained in any forward-looking statements. While forward-looking statements reflect our good faith beliefs, they are not guarantees of future performance. These forward-looking statements speak only as of the date on which the statements were made. Except as may be required by applicable law, we do not undertake or intend to update any forward-looking statements after the date of this Quarterly Report on Form 10-Q.

The amount of provision for the 2022 Amazon Warrant and 2017 Walmart Warrant recorded as a reduction of revenue during the three and six months ended MarchJune 31,30, 2026 and 2025, respectively, is shown in the table below (in thousands):

Net revenue, cost of revenue, gross profit/(loss) and gross margin/(loss) during the three and six months ended MarchJune 31,30, 2026 and 2025 were as follows (in thousands):

Revenue – sales of equipment, related infrastructure and other. Revenue from sales of equipment, related infrastructure and other represents sales of our GenDrive units, GenSure stationary backup power units, cryogenic delivery and 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 for the three months ended MarchJune 31,30, 2026 increaseddecreased $15.5$17.3 million, or 24.4%,17.4%, to $79.0$81.9 million from $63.5$99.2 million for the three months ended MarchJune 31,30, 2025. Primarily contributing to the increasedecrease in revenue from sales of equipment, related infrastructure and other was ana increasedecrease in revenue from sales of electrolyzers of $31.7 million due to volume,timing withof 37 megawatt equivalent units sold during the three months ended March 31, 2026 compared to two megawatt equivalent units sold during the three months ended March 31, 2025.deployments. In addition, revenue from sales of hydrogen infrastructure increaseddecreased $7.0$3.4 million due to volume, with threetwo hydrogen site installations recognized during the three months ended MarchJune 31,30, 2026 compared to onethree site installationinstallations recognized during the three months ended MarchJune 31,30, 2025. Partially offsetting these increasesdecreases in revenue, revenue from sales of cryogenic equipment and liquefiers decreased $17.9 million during the three months ended March 31, 2026 primarily due to volume, with 30 units sold during the three months ended March 31, 2026 compared to 66 units sold during the three months ended March 31, 2025, as well as product mix. Additionally, revenue from sales of fuel cell systems decreasedincreased $4.9$16.4 million primarily due to volume of GenDrive units sold, with 5371,666 units sold during the three months ended MarchJune 31,30, 2026 compared to 848739 units sold during the three months ended MarchJune 31,30, 2025. Finally, there was an increase of $1.5 million related to the sales of engineered oil and gas equipment. Included in the changes in revenue described above, the provision for common stock warrants recorded as a reduction of revenue from sales of equipment, related infrastructure and other increased to $6.2 million during the three months ended June 30, 2026 compared to $1.3 million during the three months ended June 30, 2025.

Revenue – services performed on fuel cell systems and related infrastructure. Revenue from services performed on fuel cell systems and related infrastructure represents revenue earned on our service and maintenance contracts and sales of spare parts. Revenue from services performed on fuel cell systems and related infrastructure for the three months ended MarchJune 31,30, 2026 increased $5.1$13.4 million, or 30.2%,82.3%, to $22.0$29.8 million from $16.9$16.4 million for the three months ended MarchJune 31,30, 2025. The increase in revenue from services performed on fuel cell systems and related infrastructure was primarily due to volume,an withincrease in orders for alterations and upgrades for commissioned infrastructure as well as an increase ofin approximatelypricing. 2,200In units inaddition, the average number of GenDrive units under maintenance contracts increased to 26,368 units during the three months ended MarchJune 31,30, 2026 compared to 23,846 units during the three months ended MarchJune 31,30, 2025,2025. Partially offsetting the increases in revenue described above, the provision for common stock warrants recorded as wella asreduction of revenue from services performed on fuel cell systems and related infrastructure increased pricing.to $3.9 million during the three months ended June 30, 2026 compared to $1.3 million during the three months ended June 30, 2025.

Revenue – power purchase agreements. Revenue from Powerservices Purchaseperformed Agreementson (“PPAs”)fuel representscell payments received from customers for power generated through the provision of equipmentsystems and service.related Revenue from PPAsinfrastructure for the threesix months ended MarchJune 31,30, 2026 increased $3.1$18.6 million, or 13.3%,55.9%, to $26.3$51.8 million from $23.2$33.2 million for the threesix months ended MarchJune 31,30, 2025. The increase in revenue from PPAsservices performed on fuel cell systems and related infrastructure was primarily due to increasesthe increase in orders for alterations and upgrades for commissioned infrastructure, increase in pricing ofand our PPAs during the first quarter of 2025, which was fully realized during the first quarter of 2026. Includedincrease in the changeaverage number of GenDrive units under maintenance described above. Partially offsetting the increases in revenue described above, the provision for common stock warrants recorded as a reduction of revenue from PPAsservices decreasedperformed on fuel cell systems and related infrastructure increased to $1.4$5.3 million during the threesix months ended MarchJune 31,30, 2026 compared to $2.1$2.9 million during the threesix months ended MarchJune 31,30, 2025.

Revenue – fuelpower deliveredpurchase to customers and related equipment.agreements. Revenue from fuelPower deliveredPurchase toAgreements (“PPAs”) represents payments received from customers andfor relatedpower generated through the provision of equipment representsand the sale of hydrogen that has been purchased by the Company from a third party or generated at our hydrogen production plants.service. Revenue from fuelPPAs delivered to customers and related equipment duringfor the three months ended MarchJune 31,30, 2026 increased $6.3$3.3 million, or 21.5%,14.0%, to $35.8$26.9 million from $29.5$23.6 million duringfor the three months ended MarchJune 31,30, 2025. The increase in revenue from PPAs was primarily due to an increase in thepricing average selling price of fuel and an increase in customer fuel sites, with an average of 280 sites receiving deliveryrates during the threesecond monthsquarter ended March 31,of 2026 compared to anthe averagesecond quarter of 248 sites receiving delivery during the three months ended March 31, 2025. IncludedIn in the change described above,addition, the provision for common stock warrants recorded as a reduction of revenue from fuel delivered to customers and related equipmentPPAs decreased to $1.5$1.3 million forduring the three months ended MarchJune 31,30, 2026 compared to $4.4$2.2 million forduring the three months ended MarchJune 31,30, 2025.

Cost of revenue – sales of equipment, related infrastructure and other. Cost of revenue from sales of equipment, related infrastructure and other includes direct materials, labor costs, and allocated overhead costs related to the manufacture of our fuel cells such as GenDrive units and GenSure stationary back-up power units, cryogenic delivery and storage, hydrogen liquefaction systems, electrolyzers and hydrogen fueling infrastructure (referred to at the site level as hydrogen installations). Cost of revenue from sales of equipment, related infrastructure and other during the three months ended MarchJune 31,30, 2026 increaseddecreased $10.7$37.0 million, or 14.4%,31.5%, to $85.3$80.3 million from $74.6$117.3 million during the three months ended MarchJune 31,30, 2025. The increasedecrease toin cost of revenue from sales of equipment, related infrastructure and other was primarily due to ana increasedecrease in cost of revenue related to sales of electrolyzer stacks and systems and ana increasedecrease in cost of revenue related to sales of hydrogen infrastructure during the three months ended MarchJune 31, 2026 primarily due to the increases in volume described above. Partially offsetting these increases, the cost of revenue related to sales of fuel cell systems and cost of revenue related to sales of cryogenic equipment and liquefiers decreased during the three months ended March 31,30, 2026 primarily due to the decreases in volume described above as well as the realization of decreased labor and overhead costs resulting from the Company’s restructuring activities. In addition, there was a decrease in cost of revenue related to a decrease in sales of engineered equipment. During the three months ended March 31, 2026, the Company recorded inventory valuation adjustments of $7.2 million compared to $7.7$6.7 million during the three months ended MarchJune 31,30, 2025.2026, Grossa lossdecrease decreasedcompared to (8.0%)$11.4 formillion recorded during the three months ended MarchJune 31,30, 20262025. comparedPartially offsetting these decreases, the cost of revenue related to (17.4%)sales forof fuel cell systems increased during the three months ended MarchJune 31,30, 2025. The decrease in gross loss was2026 primarily due to the increases in volume from sales of electrolyzers and hydrogen infrastructure described aboveabove. alongGross withmargin increased to 1.9% for the correspondingthree months ended June 30, 2026 compared to gross loss (18.3%) for the three months ended June 30, 2025. The change from gross loss to gross margin was primarily due to the realization of decreased labor and overhead costs.costs resulting from the Company’s restructuring activities.

Cost of revenue – fuel delivered to customers and related equipment. Cost of revenue from fuelsales deliveredof toequipment, customersrelated infrastructure 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 customersother during the threesix months ended MarchJune 31,30, 2026 decreased $6.5$26.1 million, or 10.9%,13.6%, to $52.9$165.7 million from $59.4$191.8 million during the threesix months ended MarchJune 31,30, 2025. The decrease in cost of revenue from sales of equipment, related infrastructure and other was primarily due to athe decreasedecreases in volume and the average costrealization of purchaseddecreased fuellabor and overhead costs described above. In addition, the Company recorded inventory valuation adjustments of $14.7 million during the threesix months ended MarchJune 31,30, 20262026, a decrease compared to $19.1 million recorded during the threesix months ended MarchJune 31,30, 2025. Gross loss decreased to (47.8%2.9%) duringfor the threesix months ended MarchJune 31,30, 2026 compared to (101.5%17.9%) duringfor the threesix months ended MarchJune 31,30, 2025. The decrease in gross loss was primarily due to anthe increaserealization inof decreased labor and overhead costs resulting from the averageCompany’s sellingrestructuring price of fuel, decreased cost of purchased fuel and an increase in internal fuel production, which inherently costs less than purchased fuel.activities.

Research and development. Research and development expenses include: materials to build development and prototype units, cash and non-cash stock compensation and benefits for the engineering and related staff, expenses for contract engineers, fees paid to consultants for services provided, materials and supplies consumed, facility related costs such as computer and network services, and other general overhead costs associated with our research and development activities. Research and development expense for the three months ended MarchJune 31,30, 2026 decreasedincreased $5.3$1.2 million, or 30.2%,10.1%, to $12.1$13.4 million from $17.4$12.2 million for the three months ended MarchJune 31,30, 2025. The decreaseincrease was primarily due to headcountan reductionsincrease resultingin fromprofessional thefees, Company’spartially 2025offset Restructuring Plan as well asby a decrease in government-sponsored research and development project expenses.expense.

Restructuring.Research Expensesand relateddevelopment to restructuring activitiesexpense for the threesix months ended MarchJune 31,30, 2026 decreased $15.8$4.1 million, or 91.7%,13.6%, to $1.4$25.5 million from $17.2$29.6 million for the threesix months ended MarchJune 31,30, 2025. The decrease was primarily due to lowerheadcount severance and benefits expensesreductions resulting from restructuring activities during the threeCompany’s months2025 endedRestructuring MarchPlan 31,as 2026,well whichas impacteda lessdecrease employeesin thangovernment-sponsored fromresearch restructuringand activitiesdevelopment duringproject theexpense, threepartially monthsoffset endedby Marchan 31,increase 2025.in professional fees.

Impairment.Restructuring. ImpairmentExpenses related to restructuring activities for the three months ended MarchJune 31,30, 2026 increaseddecreased $2.8 million, or 262.4%,93.8%, to $3.9$0.2 million from $1.1$3.0 million for the three months ended MarchJune 31,30, 2025. The increasedecrease was primarily relateddue to thelower Companyseverance recordingand abenefits higherexpenses impairmentresulting chargefrom onrestructuring long-lived assets designated for internal useactivities during the three months ended MarchJune 31,30, 2026.2026, which impacted fewer employees than from restructuring activities during the three months ended June 30, 2025.

Change in fair value of contingent consideration. The change in fair value of contingent consideration isconsists related toof earn-outs for the Joule Processing LLC (“Joule”) acquisition and Frames Holding B.V. (“Frames”) acquisition (prior period only). The change in fair value of contingent consideration for the three months ended MarchJune 31,30, 2026 and 2025 was $0.3$0.2 million and ($11.8$0.2) million, respectively.

Interest income. Interest income primarily consists of income generated by our investment holdings, restricted cash escrow accounts, and money market accounts. Interest income for the three months ended MarchJune 31,30, 2026 decreased $1.4$3.2 million compared to the three months ended MarchJune 31,30, 2025. The decrease was primarily due to the decrease in the Company’s average restricted cash balance during the firstsecond quarter of 2026.

Interest expense. Interest expense consists of interest expense related to our long-term debt, convertible debt instruments, obligations under finance leases and our finance obligations. Interest expenseincome for the threesix months ended MarchJune 31,30, 2026 increaseddecreased $5.9$4.6 million compared to the threesix months ended MarchJune 31,30, 2025. The increasedecrease was primarily due to interestthe expensedecrease incurred related toin the 6.75%Company’s Convertibleaverage Seniorrestricted Notes,cash which was entered intobalance during the fourthfirst quarterhalf of 2025.2026.

Other (expense)/income, net. Other (expense)/income, net primarily consists of gains and losses related to energy contracts and foreign currency transactions. Other (expense)/income, net during the three months ended MarchJune 31,30, 2026 decreased to $1.1other expense, net of ($7.2) million compared to $1.3other income, net of $3.8 million during the three months ended MarchJune 31,30, 2025. The decrease was primarily due to an increase in losses related to energy contracts during the second quarter of 2026.

Gain(Loss)/(loss)gain on extinguishment of convertible debt instruments and finance obligations. Gain(Loss)/(loss)gain on extinguishment of convertible debt instruments and finance obligations consists of losses that arise from retirement of the Company’s convertible debt instrumentsinstruments, debt and finance obligations before maturity. During the three months ended MarchJune 31,30, 2026 and 2025, the Company recorded a gain/(loss) on extinguishment of convertible debt instruments and finance obligations of $1.8($0.1) million and ($3.7$5.5) million, respectively. The gainloss on extinguishment of convertible debt instruments and finance obligations recorded during the three months ended MarchJune 31,30, 2026 was due to anet gainlosses on the extinguishment of a finance obligation.obligations. The losses recorded during the three months ended June 30, 2025 were driven by the difference between the carrying amount of the 6.00% Convertible Debenture and principal settled in cash and premium costs on the 6.00% Convertible Debenture principal settled in cash.

Change in fair value of convertible debt instruments. Change in fair value of convertible debt instruments consists of gains/(losses) that arise from the changes in fair value of the Company’s convertible debt instruments. During the three months ended MarchJune 31,30, 2026, the Company recorded a change in fair value of convertible debt instruments of ($70.8$74.2) million compared to a change in fair value of convertible debt instruments of ($7.3)$9.2 million forduring the three months ended MarchJune 31,30, 2025. The increase in losses onresulting changefrom changes in the fair value of convertible debt instruments during the three months ended MarchJune 31,30, 2026 was primarily due to an increase in the Company’s common stock price, an increase in the Company’s volatilityprice as well as a larger principal balance of the 6.75% Convertible Senior Notes compared to the principal balance of the Company’s convertible debt instruments held during the three months ended MarchJune 31,30, 2025.

Change in fair value of warrant liabilities.debt. Change in fair value of warrant liabilitiesdebt consists of gains/(losses) that arise from the changes in fair value of the Company’s $7.75 Warrants.debt. During the three and six months ended MarchJune 31,30, 2026,2026 and 2025, the Company recorded a change in fair value of warrant liabilitiesdebt of $0 and ($54.6$3.4) millionmillion, primarilyrespectively. dueThe to an increasedecrease in thelosses Company’s common stock price and an increase in the Company’s stock price volatility compared to noon change in fair value of warrantconvertible liabilitiesdebt instruments during the three and six months ended MarchJune 31,30, 2025,2026 aswas primarily due to the $7.7515.00% WarrantsSecured Debenture, which were issued during the second quarter of 2025 and fully settled during the fourth quarter of 2025.

Loss on equity method investments. Loss on equity method investments consists of our interest in AccionaPlug S.L., which is our 50/50 joint venture with Acciona Generación Renovable, S.A. and Clean H2 Infra Fund. Prior to the fourth quarter of 2025, we also held a 49% interest in SK Plug Hyverse, our joint venture with SK Innovation Co., Ltd., successor in interest to SK E&S Co., Ltd. ForDuring the three months ended MarchJune 31,30, 2026, the Company recorded a loss of $0.5$0.7 million on equity method investments compared to a loss of $2.4$45.9 million forduring the three months ended MarchJune 31,30, 2025. The decrease in loss on equity method investments was primarily due to the Company notrecording recognizingan lossesother-than-temporary impairment loss of $42.5 million related to SKthe PlugCompany’s Hyverseinvestment in one of its equity method investments due to a decline in market conditions during the three months ended MarchJune 31, 2026 as the Company sold its entire 49% equity interest in SK Plug Hyverse during the fourth quarter of30, 2025.

The Company recorded income tax expense of $41$207 thousand and $0$12 thousand during the three months ended MarchJune 31,30, 2026 and 2025, respectively. The Company recorded income tax expense of $248 thousand and $12 thousand during the six months ended June 30, 2026 and 2025, respectively. The income tax expense for the three and six months ended MarchJune 31,30, 2026 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. Except for a few service entities mainly in Europe, all deferred tax assets are offset by a full valuation allowance because it is more likely than not that the tax benefits of the net operating loss carryforwards and other deferred tax assets will not be realized. As of MarchJune 31,30, 2026, the Company’s Netherlands subsidiary maintains a full valuation allowance on its deferred tax assets that will not be realized.

The net cash used in operating activities during the threesix months ended MarchJune 31,30, 2026 and 2025 was $150.0$244.1 million and $105.6$297.4 million, respectively. The increasedecrease in net cash used in operating activities was primarily due to the cash receipt of $50.0 million during the second quarter of 2026 related to the resolution of a contract dispute with a customer, as disclosed in Note 17, “Commitments and Contingencies.” In addition, there was a decrease in cash used in deferred revenue and other contract liabilities. Those changes were partially offset by an increase in cash used in accounts payable, accrued expenses and other liabilities and prepaid expenses and other assets and accounts payable, accrued expenses, and other liabilities as well as an increase in payments of operating lease liabilities, net resulting from strategic buy-outs of the Company’s operating lease liabilities of $6.9$15.5 million during the first quarterhalf of 2026. Those changes were partially offset by a decrease in cash used in inventory and deferred revenue and other contract liabilities as well as an increase in cash provided by accounts receivable.

The net cash (used in)/provided by financing activities during the threesix months ended MarchJune 31,30, 2026 and 2025 was ($31.7$67.9) million and $193.2$226.1 million, respectively. The decrease from cash provided by financing activities to cash used in financing activities was primarily driven by a decrease in proceeds from public and private offerings as well as an increase in principal repayments of finance obligations and financedebt leases resulting from strategic buy-outs of the Company’s finance obligations and finance lease liabilities of $8.3 million during the first quarter of 2026. These activities wereissuance, partially offset by a decrease in principal payments on convertible debt instruments.

The Company has continued to experience negative cash flows from operations and net losses. The Company incurred net losses of approximately $246.0$190.1 million and $196.9$228.7 million during the three months ended MarchJune 31,30, 2026 and 2025, respectively. The Company incurred net losses of approximately $436.1 million and $425.6 million during the six months ended June 30, 2026 and 2025, respectively. As of MarchJune 31,30, 2026, the Company’s working capital was $734.1$652.5 million, which included unrestricted cash and cash equivalents of $223.2$161.9 million and current restricted cash of $183.7$155.5 million, and the Company had an accumulated deficit of $8.5$8.7 billion.