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Form 8-K

sec.gov

8-K — PLUG POWER INC

Accession: 0001104659-26-093339

Filed: 2026-08-10

Period: 2026-08-10

CIK: 0001093691

SIC: 3620 (ELECTRICAL INDUSTRIAL APPARATUS)

Item: Results of Operations and Financial Condition

Item: Financial Statements and Exhibits

Documents

8-K — tm2622713d1_8k.htm (Primary)

EX-99.1 — EXHIBIT 99.1 (tm2622713d1_ex99-1.htm)

XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K — FORM 8-K

8-K (Primary)

Filename: tm2622713d1_8k.htm · Sequence: 1

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0001093691

0001093691

2026-08-10

2026-08-10

iso4217:USD

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UNITED STATES

SECURITIES AND

EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of

the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):

August 10, 2026

Plug Power Inc.

(Exact name of registrant as specified in its

charter)

Delaware

1-34392

22-3672377

(State

or other jurisdiction

(Commission

File

(IRS

Employer

of

incorporation)

Number)

Identification

No.)

125 Vista Boulevard,

Slingerlands, New York

12159

(Address

of principal executive offices)

(Zip

Code)

Registrant’s telephone number,

including area code: (518) 782-7700

N/A

(Former name or former address, if changed since

last report.)

Check the appropriate box below if the Form 8-K

filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General

Instruction A.2. below):

¨ Written communications pursuant to Rule 425 under the Securities

Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange

Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under

the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under

the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to 12(b) of the Act:

Title of each class

Trading

Symbol(s)

Name of each exchange

on which

registered

Common

Stock, par value $0.01 per share

PLUG

The

Nasdaq Capital

Market

Indicate by check mark whether the registrant is an emerging growth

company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities

Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth

company ¨

If an emerging growth

company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or

revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Item 2.02 Results of Operations and Financial Condition.

On August 10, 2026, Plug Power Inc., a Delaware

corporation, issued a press release regarding its financial results for the second quarter ended June 30, 2026. A copy of the press release

is furnished herewith as Exhibit 99.1.

The information in this Item 2.02 of this Current

Report on Form 8-K, including Exhibit 99.1 hereto, shall not be deemed “filed” for purposes of Section 18 of the Securities

Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall

it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly

set forth by specific reference in such filing.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit

Number

Title

99.1

Press Release of Plug Power Inc., dated August 10, 2026.

104

Cover Page Interactive Data File (embedded with the Inline XBRL document).

SIGNATURE

Pursuant to the requirements

of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto

duly authorized.

Plug Power Inc.

Date: August 10, 2026

By:

/s/ Paul Middleton

Name: Paul Middleton

Title: Chief Financial Officer

EX-99.1 — EXHIBIT 99.1

EX-99.1

Filename: tm2622713d1_ex99-1.htm · Sequence: 2

Exhibit 99.1

Plug

Reports Revenue of ~$178 Million, ~Break-Even Gross Margin, Net Cash Usage of ~$61 Million and Increases Revenue Guidance for 2026

SLINGERLANDS,

N.Y., Aug. 10, 2026 – Plug Power Inc. (NASDAQ: PLUG), a global leader in comprehensive hydrogen solutions for the hydrogen

economy, today reported second quarter 2026 results. As compared to the prior year and prior quarter, the Company delivered higher revenue,

significant gross margin expansion, substantially lower operating expenses, and lower net cash usage. This was coupled with ongoing disciplined

capital management and continued commercial execution across its core businesses.

"Our

second quarter results demonstrate that Plug is executing its transformation into a stronger, more efficient and profitable company,"

said Jose Luis Crespo, Chief Executive Officer of Plug Power. "We delivered revenue growth, improved gross margins, reduced operating

expenses, strengthened liquidity, and advanced major commercial milestones across our core businesses. We continue to expand our installed

material handling base, which also builds our recurring revenues through equipment replacements, service, and hydrogen fuel. Our electrolyzer

pipeline continues to expand, and we see an increasing conversion rate. Given the historically second-half-weighted cadence of our business

and the strength of our commercial backlog, we are raising our full-year 2026 revenue growth guidance to a range of 15% to 16%. We believe

we are on track to achieve our positive EBITDAS target in the fourth quarter of 2026."

Key

Second Quarter Highlights

Second

quarter results reflect continued execution of Plug's strategy to improve profitability while continuing to grow our revenue streams

across our core businesses in material handling, hydrogen production, and electrolyzers.

· Gross

margin improved to ~breakeven compared to ~(31%) in the prior-year period and ~(13%) in the

first quarter of 2026. Equally important, this demonstrates that our breakeven threshold

continues to lower as we improve margins.

· Operating

expenses declined ~50% year over year to ~$62 million, representing continued execution of

cost discipline coupled with our ongoing focus on asset monetization.

· Net

revenue was ~$178 million, which reflects quarterly growth sequentially of ~9%.

· GAAP

EPS was $(0.14) compared to prior year of $(0.20).

· Adjusted

EPS was ($0.07) compared to prior year adjusted EPS of ($0.18) (see the reconciliation in

the attached financial tables).

Commercial &

Operational Execution

Plug

continued translating its commercial pipeline into executed projects while expanding its global hydrogen platform.

Material

Handling

Plug's

material handling business continues to demonstrate strong commercial momentum, supported by an expanding installed base and increasing

recurring revenue.

Quarter

Highlights

· Deployed

1,666 GenDrive fuel cell units in the quarter, more than doubling deployments of 739 units

in Q2 2025 (up 125% year over year).

· Two

of Plug's largest material handling customers are planning to refresh more than 20,000 GenDrive

units over the next three years, creating a significant recurring revenue opportunity as

customers upgrade to Plug's newest generation fuel cell technology.

· Service

revenue grew 82% year over year to ~$30 million, demonstrating the increasing value of Plug's

expanding installed base and growing recurring aftermarket revenue.

· Service

margin was 27% positive for the quarter. The Company has seen continued improvement in unit

performance driven from increased reliability and in turn this is enabling the Company to

increase units per service tech profiles, which drives improved overhead leverage.

GenEco

Electrolyzers

Plug

continued converting its commercial pipeline into executable projects, demonstrating increasing customer confidence in large-scale PEM

electrolyzer deployments.

Quarter

Highlights

· We

announced the FID of the 30 MW Barrow Green Hydrogen project for Carlton Power in the UK.

This is part of the 55 MW awarded in November 2025. We expect the additional 25 MW to

reach FID in 2026.

· We

announced the selection for the 275 MW GenEco FEED scope on Hy2gen's Courant Project in Québec.

· On

July 7, 2026 we announced that Plug secured a 50 MW GenEco electrolyzer order following

Final Investment Decision for Orica's Hunter Valley Hydrogen Hub, Australia's largest renewable

hydrogen project to reach FID which builds on the commercial momentum in Q2.

· Advanced

execution on major deployments, with the 100 MW GALP project in Portugal and the 25 MW Iberdrola

and BP project in Spain continuing to progress through commissioning activities.

Hydrogen

Production

Plug

continued strengthening its vertically integrated hydrogen platform, supporting growing customer demand while improving production efficiency

and expanding recurring fuel revenue.

Quarter

Highlights

· Fuel

revenue increased ~15% year over year to ~$39 million, reflecting continued growth in hydrogen

consumption across Plug's expanding customer base.

· Fuel

gross margin improved to ~(48%) from ~(91%) in the prior-year quarter, reflecting improved

plant utilization, production efficiency, and hydrogen network optimization.

Balance

Sheet & Liquidity

Plug

continued strengthening its liquidity position with improvements in margin, continued focus on reducing capex, increasing leverage on

working capital, and progressing on its asset monetization initiatives.

Quarter

Highlights

· Unrestricted

cash was ~$162 million at quarter end, with net cash usage improving to ~$61 million for

the quarter, down ~58% sequentially.

· Subsequent

to quarter end, Plug announced transactions expected to generate $80 million of near-term

liquidity through the sale of the Graham, Texas project and the staged closing of the New

York Gateway project. Over July and August to date, ~$47 million has been received

given a release of associated escrowed funds and the sale of certain power assets. This brings

the total since inception of this effort of funds collected to ~$52 million. These collective

transactions further advance the effort to unlock the $275 million total target for this

asset monetization and non-dilutive financing initiative.

Outlook

For

the balance of 2026, Plug remains focused on:

· Growing

and converting its sales pipeline to achieve an updated full-year 2026 revenue growth target

of 15% to 16% and position 2027 for continued growth.

· Improving

margins and maintaining cost discipline to achieve positive EBITDAS target in Q4 2026.

· Strengthening

liquidity through additional non-dilutive financing initiatives, including unlocking the

incremental proceeds for the $275 million total target through our data center asset monetization

initiatives.

Plug

believes long-term hydrogen demand continues to be supported by energy security, industrial decarbonization, and accelerating global

power demand. Combined with continued execution across its core businesses, the Company believes it is increasingly well positioned to

deliver sustainable profitable growth and long-term shareholder value.

Earnings

Call Details

Management

will host a conference call to discuss results and business outlook.

· Date: August 10,

2026

· Time:

4:30 PM ET

· Toll-free:

877-407-9221 / +1 201-689-8597

· Direct webcast: https://event.choruscall.com/mediaframe/webcast.html?webcastid=78Bu4HFq

A

live webcast will be available on the Plug Investor Relations website at www.ir.plugpower.com, and a playback will remain

available online following the call.

About

Plug Power

Plug

designs, builds, and operates a fully integrated hydrogen ecosystem spanning production, storage, delivery, and power generation, enabling

the global hydrogen economy. A first mover in the industry, Plug delivers electrolyzers, fuel cells, and hydrogen production plants to

customers across material handling, industrial applications, and energy markets, advancing energy resilience and industrial decarbonization.

Plug’s

GenEco electrolyzers span five continents, and the Company has more than 76,000 GenDrive fuel cell systems and 280+ hydrogen-powered

material handling sites deployed to date. Plug also operates its own hydrogen generation network to ensure a reliable, domestically produced

supply, with production facilities currently operational in Georgia, Tennessee, and Louisiana, representing a combined capacity of approximately

40 tons per day.

With

employees and state-of-the-art manufacturing facilities around the world, Plug serves global leaders including Walmart, Amazon, Home

Depot, BMW, and BP.

For

more information, visit www.plugpower.com.

Safe

Harbor Statement

This

press release contains statements that are considered forward-looking within the meaning of Section 27A of the Securities Act of

1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. We intend such forward-looking statements

to be covered by the safe harbor provisions for forward-looking statements contained in the Private Securities Litigation Reform Act

of 1995. These forward-looking statements include, but are not limited to, statements regarding the Company’s expectations, beliefs,

plans, projections, and anticipated results of operations, including statements regarding the Company’s updated full-year 2026

revenue growth guidance of 15% to 16%, its target of achieving positive EBITDAS in the fourth quarter of 2026, anticipated margin improvement

and cost reductions, liquidity and capital resources, the timing and anticipated proceeds of asset monetization and non-dilutive financing

initiatives, electrolyzer and hydrogen production capacity, utilization, and project pipeline conversion; the Company’s target

of unlocking more than $275 million in aggregate liquidity through asset monetization and non-dilutive financing initiatives; anticipated

benefits of Project Quantum Leap; anticipated customer fleet refresh, upgrade, and replacement programs, including expected GenDrive

unit volumes; the Company’s beliefs regarding long-term hydrogen demand and the growth of the hydrogen economy, including with

respect to energy security, industrial decarbonization, and power demand trends; the Company’s plans and expectations for 2027

and beyond; and the Company’s long-term growth strategy and market opportunity. Forward-looking statements are based on management’s

current expectations and assumptions and are subject to risks and uncertainties that could cause actual results to differ materially

from those expressed or implied by such statements. These forward-looking statements are not guarantees of future performance, and you

should not place undue reliance on them. Factors that could cause actual results to differ materially include, but are not limited to:

the Company’s history of operating losses and negative cash flows and its ability to achieve or sustain profitability; the Company’s

need for additional capital and the availability of financing on acceptable terms; the timing and ability to complete the asset monetization

and non-dilutive financing transactions described in this press release, satisfy applicable closing conditions, and realize the anticipated

liquidity benefits therefrom in the amounts and within the timeframes currently anticipated; the Company’s ability to achieve anticipated

revenue growth, margin improvement, and cost reductions, including in light of the historically second-half-weighted cadence of its business;

the Company’s ability to convert its commercial and electrolyzer project pipeline into revenue-generating projects and achieve

anticipated deployment and utilization levels; delays or disruptions in project development, permitting, construction, or commissioning;

the availability, timing, and cost of hydrogen supply and production inputs; fluctuations in the Company’s operating results due

to non-cash changes in the fair value of its convertible debt instruments and warrant liabilities; customer and counterparty concentration

and the timing of customer orders and deployments, including the risk that anticipated customer fleet refresh, upgrade, or replacement

programs are delayed, reduced in scope, or do not materialize as currently planned; competitive, regulatory, and macroeconomic conditions,

including changes in government incentives, tariffs, and trade policy; and other risks described in the Company’s filings with

the Securities and Exchange Commission (the “SEC”), including its most recent Annual Report on Form 10-K, its Quarterly

Reports on Form 10-Q and its other subsequent filings with the SEC. All forward-looking statements included in this press release

are based on information available to the Company as of the date of this release and speak only as of that date. The Company assumes

no obligation to, and expressly disclaims any obligation to, update or revise any forward-looking statement, whether as a result of new

information, future events or otherwise, except as required by applicable law.

Plug Power Inc. and Subsidiaries

Consolidated Balance Sheets

(In thousands, except share

and per share amounts)

(Unaudited)

June 30, 2026

December 31, 2025

Assets

Current assets:

Cash and cash equivalents

$ 161,894

$ 368,540

Restricted cash

155,523

186,746

Accounts receivable, net of allowance of $39,278 as of June 30, 2026 and $46,805 as of December 31, 2025

125,861

134,758

Inventory, net

493,445

520,968

Contract assets

103,178

105,268

Prepaid expenses, tax credits, and other current assets

106,436

93,988

Total current assets

1,146,337

1,410,268

Restricted cash

354,111

438,698

Property, plant, and equipment, net

243,995

281,001

Right of use assets related to finance leases, net

35,938

44,852

Right of use assets related to operating leases, net

157,370

182,206

Equipment related to power purchase agreements and fuel delivered to customers, net

142,350

122,926

Contract assets

18,493

24,137

Intangible assets, net

27,292

29,228

Investments in non-consolidated entities and non-marketable securities

50,705

46,909

Other assets

15,975

14,343

Total assets

$ 2,192,566

$ 2,594,568

Liabilities and Stockholders’ Equity

Current liabilities:

Accounts payable

$ 144,259

$ 168,744

Accrued expenses

105,692

128,010

Deferred revenue and other contract liabilities

60,304

66,742

Operating lease liabilities

56,200

70,407

Finance lease liabilities

9,523

10,934

Finance obligations

57,670

76,160

Current portion of convertible debt instruments, net

2,583

Current portion of long-term debt

314

626

Contingent consideration, loss accrual for service contracts, and other current liabilities (of which $1,971 was measured at fair value as of June 30, 2026 and $4,871 was measured at fair value as of December 31, 2025)

59,921

86,382

Total current liabilities

493,883

610,588

Deferred revenue and other contract liabilities

26,145

34,203

Operating lease liabilities

158,512

194,709

Finance lease liabilities

19,343

17,627

Finance obligations

156,181

191,806

Warrant liabilities

136,254

52,323

Convertible debt instruments, net

577,998

431,014

Long-term debt

1,210

1,306

Contingent consideration, loss accrual for service contracts, and other liabilities (of which $6,012 was measured at fair value as of June 30, 2026 and $6,906 was measured at fair value as of December 31, 2025)

35,750

57,678

Total liabilities

1,605,276

1,591,254

Stockholders’ equity:

Common stock, $.01 par value per share; 3,000,000,000 shares authorized as of June 30, 2026 and 1,500,000,000 shares authorized as of December 31, 2025; Issued (including shares in treasury): 1,397,924,047 as of June 30, 2026 and 1,394,241,538 as of December 31, 2025

13,980

13,943

Additional paid-in capital

9,227,977

9,186,314

Accumulated other comprehensive income

2,450

6,796

Accumulated deficit

(8,659,550 )

(8,226,039 )

Less common stock in treasury: 1,025,649 as of June 30, 2026 and 970,588 as of December 31, 2025

(3,104 )

(2,945 )

Total Plug Power Inc. stockholders’ equity

581,753

978,069

Non-controlling interest

5,537

25,245

Total stockholders’ equity

587,290

1,003,314

Total liabilities and stockholders’ equity

$ 2,192,566

$ 2,594,568

Plug Power Inc. and Subsidiaries

Consolidated Statements of Operations

(In thousands, except share

and per share amounts)

(Unaudited)

Three months ended June 30,

Six months ended June 30,

2026

2025

2026

2025

Net revenue:

Sales of equipment, related infrastructure and other

$ 81,898

$ 99,173

$ 160,920

$ 162,679

Services performed on fuel cell systems and related infrastructure

29,844

16,367

51,814

33,241

Power purchase agreements

26,932

23,633

53,222

46,843

Fuel delivered to customers and related equipment

39,472

34,399

75,267

63,856

Other

153

398

589

1,025

Net revenue

178,299

173,970

341,812

307,644

Cost of revenue:

Sales of equipment, related infrastructure and other

80,326

117,280

165,653

191,836

Services performed on fuel cell systems and related infrastructure

21,724

9,996

36,145

24,458

Benefit for loss contracts related to service

(15,674 )

(10,832 )

(23,488 )

(1,944 )

Power purchase agreements

35,000

45,272

75,148

95,204

Fuel delivered to customers and related equipment

58,495

65,636

111,387

124,990

Other

103

83

249

426

Total cost of revenue

179,974

227,435

365,094

434,970

Gross loss

(1,675 )

(53,465 )

(23,282 )

(127,326 )

Operating expenses:

Research and development

13,420

12,193

25,533

29,550

Selling, general and administrative

29,267

87,893

99,475

168,732

Restructuring

184

2,964

1,609

20,118

Impairment

19,365

20,599

23,221

21,663

Change in fair value of contingent consideration

197

(168 )

477

(11,987 )

Total operating expenses

62,433

123,481

150,315

228,076

Operating loss

(64,108 )

(176,946 )

(173,597 )

(355,402 )

Interest income

2,592

5,845

6,437

10,998

Interest expense

(16,889 )

(15,938 )

(34,240 )

(27,424 )

Other (expense)/income, net

(7,199 )

3,817

(6,113 )

5,107

(Loss)/gain on extinguishment of convertible debt instruments and finance obligations

(90 )

(5,475 )

1,715

(9,127 )

Change in fair value of convertible debt instruments

(74,235 )

9,240

(145,017 )

1,902

Change in fair value of debt

(3,408 )

(3,408 )

Change in fair value of warrant liabilities

(29,291 )

(83,931 )

Loss on equity method investments

(675 )

(45,850 )

(1,145 )

(48,220 )

Loss before income taxes

$ (189,895 )

$ (228,715 )

$ (435,891 )

$ (425,574 )

Income tax expense

(207 )

(12 )

(248 )

(12 )

Net loss

$ (190,102 )

$ (228,727 )

$ (436,139 )

$ (425,586 )

Net loss attributable to non-controlling interest

(1,895 )

(1,628 )

(2,628 )

(1,831 )

Net loss attributable to Plug Power Inc.

$ (188,207 )

$ (227,099 )

$ (433,511 )

$ (423,755 )

Net loss per share attributable to Plug Power Inc.:

Basic and diluted

$ (0.14 )

$ (0.20 )

$ (0.31 )

$ (0.41 )

Weighted average number of common stock outstanding

1,391,212,670

1,126,627,283

1,390,446,779

1,036,697,246

Plug Power Inc. and Subsidiaries

Condensed Consolidated Statements of Cash Flows

(In thousands)

(Unaudited)

Six months ended June 30,

2026

2025

Operating activities

Net loss

$ (436,139 )

$ (425,586 )

Adjustments to reconcile net loss to net cash used in operating activities:

Depreciation of long-lived assets

12,871

24,910

Amortization of intangible assets

1,822

4,008

Lower of cost or net realizable value inventory adjustments and provision for excess and obsolete inventory

15,166

21,166

Stock-based compensation

26,888

24,167

(Gain)/loss on extinguishment of convertible debt instruments and finance obligations

(1,715 )

9,127

Provision for losses on accounts receivable

2,394

4,672

Amortization of discount/(premium) of debt issuance costs on convertible debt instruments and long-term debt

2,081

(214 )

Provision for common stock warrants

18,950

18,599

Impairment

23,221

21,663

Recovery on service contracts

(35,175 )

(25,806 )

Change in fair value of contingent consideration

477

(11,987 )

Change in fair value of convertible debt instruments

145,017

(1,902 )

Change in fair value of debt

3,408

Change in fair value of warrant liabilities

83,931

Loss on equity method investments

1,145

48,220

Changes in operating assets and liabilities that provide/(use) cash:

Accounts receivable

6,503

13,829

Inventory

3,530

16,356

Contract assets

(6,942 )

(5,210 )

Prepaid expenses and other assets

(11,189 )

41,691

Accounts payable, accrued expenses, and other liabilities

(49,394 )

(4,077 )

Deferred revenue and other contract liabilities

(13,910 )

(54,938 )

Payments of contingent consideration

(1,918 )

(8,341 )

Payments of operating lease liabilities, net

(31,719 )

(11,133 )

Net cash used in operating activities

(244,105 )

(297,378 )

Investing activities

Purchases of property, plant and equipment

(8,711 )

(79,069 )

Proceeds from sale of property, plant and equipment

1,035

Proceeds from sale of investment tax credit

36,148

Purchases of equipment related to power purchase agreements and equipment related to fuel delivered to customers

(30,064 )

(7,409 )

Cash paid for non-consolidated entities and non-marketable securities

(6,600 )

(838 )

Net cash used in investing activities

(8,192 )

(87,316 )

Financing activities

Payments of contingent consideration

(2,330 )

Proceeds from public and private offerings, net of transaction costs

276,192

Payments of tax withholding on behalf of employees for net stock settlement of stock-based compensation

(159 )

(207 )

Proceeds from exercise of stock options

1,636

Contributions by non-controlling interest

300

750

Distributions to non-controlling interest

(16,474 )

Principal payments on convertible debt instruments

(2,413 )

(185,962 )

Premium on principal of convertible debt instruments settled in cash

(3,832 )

Proceeds from debt issuance

199,500

Principal payments on long-term debt

(692 )

(688 )

Cash paid for capitalized closing fees related to DOE loan guarantee

(13,414 )

Principal repayments of finance obligations and finance leases

(47,788 )

(46,275 )

Net cash (used in)/provided by financing activities

(67,920 )

226,064

Effect of exchange rate changes on cash

(2,239 )

(5,278 )

Decrease in cash and cash equivalents

(206,646 )

(64,957 )

Decrease in restricted cash

(115,810 )

(98,951 )

Cash, cash equivalents, and restricted cash beginning of period

993,984

1,040,709

Cash, cash equivalents, and restricted cash end of period

$ 671,528

$ 876,801

Plug Power

Inc. and Subsidiaries

Reconciliation

of Non-GAAP Financial Measures

(In

thousands, except  per share amounts)

(Unaudited)

For the three months ended June 30,

2026

2025

Reconciliation of net loss attributable to Plug Power Inc. and adjusted net loss attributable to Plug Power Inc. (Non-GAAP):

Net loss attributable to Plug Power Inc. (GAAP):

$ (188,207 )

$ (227,099 )

Adjustments, net of estimated tax effect:

Impairment

19,365

20,599

Restructuring and supplier contract modification

184

8,318

Transaction fees related to investment tax credit

3,140

Change in fair value of contingent consideration

197

(168 )

Recovery of previously impaired assets

(39,701 )

Losses on extinguishment and changes in fair value of convertible debt instruments, finance obligations and warrant liabilities, net

103,616

(357 )

Adjusted net loss attributable to Plug Power Inc. (Non-GAAP):

$ (101,406 )

$ (198,707 )

Adjusted basic and diluted net loss per share attributable to Plug Power Inc. (Non-GAAP):

$ (0.07 )

$ (0.18 )

Weighted average number of common stock outstanding

1,391,212,670

1,126,627,283

Explanatory Notes on Use of Non-GAAP Measures

To supplement

the Company’s unaudited financial data presented on a generally accepted accounting principles (GAAP) basis, management has used

adjusted basic and diluted net loss per share attributable to Plug Power Inc., which are non-GAAP performance-based measures. These non-GAAP

measures are among the indicators management uses as a basis for evaluating the Company’s financial performance as well as for forecasting

future periods. Management establishes performance targets, annual budgets and makes operating decisions based in part upon these metrics.

Accordingly, disclosure of these non-GAAP measures provides investors with the same information that management uses to understand the

Company’s economic performance year over year. In addition, the Company believes these non-GAAP financial measures improve understanding

of comparable information from past reports of financial results.

Adjusted basic and diluted net loss per share attributable to Plug Power

Inc. should not be considered as an alternative to net income or any other performance measure derived in accordance with GAAP, or as

an alternative to cash flows from operating activities as a measure of our liquidity. Adjusted basic and diluted net loss per share attributable

to Plug Power Inc. is defined as the basic and diluted attributable to Plug Power Inc. adjusted for, when applicable, impairment, restructuring

and supplier contract modifications, transaction fees related to investment tax credit, change in fair value of contingent consideration,

losses on extinguishment and changes in fair value of convertible debt instruments, finance obligations and warrant liabilities, net,

of the estimated tax effect of these adjustments and any anticipated tax valuation adjustments. The adjustments made to the basic and

diluted earnings per share have no income tax effect in light of the Company’s full valuation allowance recorded on their deferred

tax assets. While management believes that the non-GAAP financial measures provide useful supplemental information to investors, there

are limitations associated with the use of these measures. The measures are not prepared in accordance with GAAP and may not be directly

comparable to similarly titled measures of other companies due to potential differences in the exact method of calculation. The Company’s

non-GAAP financial measures are not meant to be considered in isolation or as a substitute for comparable GAAP financial measures and

should be read only in conjunction with the Company’s unaudited condensed consolidated financial statements prepared in accordance

with GAAP.

In addition, the Company’s EBITDAS-positive target for Q4 2026 is a forward-looking non-GAAP financial measure that cannot

be reconciled to the most directly comparable GAAP measure, net income (loss), without unreasonable effort. The Company defines EBITDAS

as earnings before interest, income tax, depreciation, amortization and share-based expense. This is because the Company is not able to

forecast with reasonable accuracy certain items required for such reconciliation, including interest expense associated with financial

arrangements, income taxes, and other non-cash or infrequent charges. These items are inherently uncertain, depend on future events outside

of management’s control, and could materially affect the Company’s GAAP results. The Company provides this target to give

investors insight into the direction of its operational objectives rather than as a prediction of GAAP earnings.

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