Plug Power Successfully Raises $370 Million From Warrant Inducement Transaction With the Potential to Receive an Additional $1.4 Billion in Gross Proceeds if New Warrants are Fully Exercised

Rhea-AI Summary

Plug Power (NASDAQ: PLUG) entered a warrant inducement agreement with a single institutional investor for immediate exercise of all outstanding March 2025 warrants to buy 185,430,464 shares at $2.00 each, generating ~$370 million gross proceeds before fees. The investor will receive 31,000,000 shares and pre-funded warrants for 154,430,464 shares, plus New Warrants to purchase 185,430,464 shares at $7.75 (≈100% premium) exercisable upon shareholder approval to increase authorized shares and expiring March 20, 2028. If fully exercised for cash, New Warrants could yield ~$1.4 billion additional gross proceeds. Closing expected on or about October 9, 2025.

Positive

• Immediate gross proceeds of approximately $370 million
• Potential additional gross proceeds of approximately $1.4 billion if New Warrants fully exercised
• New Warrants priced at $7.75, ~100% premium to closing price on October 7, 2025
• Transaction provides working capital for corporate purposes

Negative

• Issuer did not reserve shares underlying New Warrants pending shareholder approval
• Potential dilution of 185,430,464 shares if New Warrants are exercised
• New Warrants may be cash settled after February 28, 2026 if shares unavailable

Insights

Capital Markets Analyst

Immediate $370,000,000 improves liquidity; up to $1.4 billion possible if new warrants exercise, but dilution and shareholder approval matter.

Plug Power receives approximately 370,000,000 in gross proceeds from the immediate exercise of Existing Warrants, and the investor receives 31,000,000 shares plus pre‑funded warrants and New Warrants covering 185,430,464 shares with an exercise price of 7.75. The New Warrants carry a roughly 100% premium to the last closing price on October 7, 2025, expire on March 20, 2028, and may be cash‑settled after February 28, 2026 if shares are unavailable to satisfy exercises.

Key dependencies and risks include company approval to increase authorized shares (or a reverse split) before equity exercises, potential dilution if warrants convert, and the uncertain take‑up of the New Warrants; the deal closes around October 9, 2025. Monitor shareholder vote timing and outcomes, any reverse split action, and actual cash exercise volumes over the next 12–30 months to assess liquidity versus dilution tradeoffs.

Warrant Exercise by Existing Institutional Investor Improves Plug Power's Financial Position and Accelerates Its Growth Initiatives

SLINGERLANDS, N.Y., Oct. 08, 2025 (GLOBE NEWSWIRE) -- Plug Power Inc. (NASDAQ: PLUG) (“Plug Power” or the “Company”), a global leader in comprehensive hydrogen solutions for the hydrogen economy announced that it has entered into a warrant inducement agreement with a single existing institutional investor for the immediate exercise of the entirety of the Company’s outstanding warrants issued in March 2025 (the “Existing Warrants”) to purchase 185,430,464 shares of common stock at the original exercise price of $2.00 per share. The gross proceeds to Plug Power, before deducting estimated transaction expenses and fees, are expected to be approximately $370 million.

Upon the immediate exercise in full of the Existing Warrants, the investor will receive (i) 31,000,000 shares of common stock and (ii) in lieu of common stock, pre-funded warrants to purchase up to 154,430,464 shares of its common stock. In consideration of the warrant exercise, the investor will receive new warrants to purchase a total of 185,430,464 shares of common stock (the “New Warrants”). The New Warrants will have an exercise price of $7.75, representing a premium of approximately 100% to Plug Power’s last closing stock price on October 7, 2025. The New Warrants will be exercisable upon the Company’s receipt of stockholder approval to increase its authorized shares of common stock and will expire on March 20, 2028. The Company has not reserved shares of common stock underlying the New Warrants and does not expect to effect any exercise of the New Warrants unless and until the Company receives stockholder approval or effects a reverse stock split to increase its authorized shares of common stock. The New Warrants may be cash settled after February 28, 2026, if common stock is not then available to satisfy exercises. The offering is expected to close on or about October 9, 2025, subject to customary closing conditions.

If the New Warrants are fully exercised on a cash basis, Plug Power has the potential to raise approximately $1.4 billion in additional gross proceeds. No assurance can be given that any of the New Warrants will be exercised. Plug Power intends to use the net proceeds from this offering for working capital and general corporate purposes.

Oppenheimer & Co. Inc. is acting as the lead financial advisor for the transaction. BTIG LLC, Clear Street LLC, Craig-Hallum Capital Group LLC, H.C. Wainwright & Co. and Roth Capital Partners are acting as co-advisors for the transaction.

The securities described are being offered by Plug Power pursuant to an automatic shelf registration statement on Form S-3ASR that was previously filed with the Securities and Exchange Commission (the “SEC”) and declared effective by the SEC on May 27, 2025. A prospectus supplement related to the offering has been filed with the SEC. Before you invest, you should read the prospectus supplement and the accompanying prospectus in that registration statement and other documents filed with the SEC for more information about Plug Power and this offering. You may obtain these documents free of charge by visiting the SEC’s website at www.sec.gov. Copies of the prospectus supplement and the accompanying prospectus relating to the securities being offered may also be obtained from Oppenheimer & Co. Inc., Attention: Syndicate Prospectus Department, 85 Broad St., 26^th Floor, New York, NY 10004, by telephone at (212) 667-8055, or by email at EquityProspectus@opco.com. This press release does not and shall not constitute an offer to sell or a solicitation of an offer to buy any of these securities, nor shall there be any offer, solicitation or sale of such securities, in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

About Plug Power

Plug Power is building the global hydrogen economy with a fully integrated ecosystem spanning production, storage, delivery, and power generation. A first mover in the industry, Plug Power provides electrolyzers, liquid hydrogen, fuel cell systems, storage tanks, and fueling infrastructure to industries such as material handling, industrial applications and energy producers—advancing energy independence and decarbonization at scale.

With electrolyzers deployed across five continents, Plug Power leads in hydrogen production, delivering large-scale projects that redefine industrial power. The company has deployed over 72,000 fuel cell systems and 275 fueling stations and is the largest user of liquid hydrogen. Plug Power is rapidly expanding its generation network to ensure reliable, domestically produced hydrogen supply, with hydrogen plants currently operational in Georgia, Tennessee, and Louisiana, capable of producing 40 tons per day. With employees and state-of-the-art manufacturing facilities across the globe, Plug Power powers global leaders like Walmart, Amazon, Home Depot, BMW, and BP.

Cautionary Language Concerning Forward-Looking Statements
This press release contains “forward-looking statements” within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995. All statements other than statements of historical facts contained in this press release, including, without limitation, statements regarding the warrant inducement transaction, the excepted exercise of the Existing Warrants, the issuance of shares of common stock and/or pre-funded warrants and the New Warrants, the timing and terms of the offering, the amount and anticipated use of the net proceeds from the offering, the expectations regarding the impact of the net proceeds on the company’s business, and the timing of the closing of the offering, are forward-looking statements. These forward-looking statements are made as of the date they were first issued and are based on current expectations, estimates, forecasts and projections as well as the beliefs and assumptions of management. Forward-looking statements are subject to a number of risks and uncertainties, many of which involve factors or circumstances that are beyond Plug Power’s control. Plug Power’s actual results could differ materially from those stated or implied in forward-looking statements due to a number of factors, including, but not limited to, the risks related to the offering and uncertainties related to market conditions. These and other potential risks and uncertainties that could cause actual results to differ from the results predicted are more fully detailed in Plug Power’s filings and reports with the SEC, including the Annual Report on Form 10-K for the year ended December 31, 2024, the Quarterly Report on Form 10-Q for the quarters ended March 31, 2025 and June 30, 2025, as well as other filings and reports that are filed by Plug Power from time to time with the SEC. These forward-looking statements should not be relied upon as representing Plug Power’s views as of any date subsequent to the date of this press release, and you should not place undue reliance on such statements. Except as required by law, Plug Power undertakes no intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

Media Contact
Teal Hoyos
media@plugpower.com

FAQ

What did Plug Power announce on October 8, 2025 regarding warrants and proceeds?

Plug Power announced a warrant inducement where existing warrants for 185,430,464 shares were exercised at $2.00, producing ~$370 million gross proceeds and issuance of New Warrants exercisable at $7.75.

How much additional cash could PLUG raise if the New Warrants are fully exercised?

If the New Warrants are fully exercised for cash, Plug Power could receive approximately $1.4 billion in additional gross proceeds.

When do the New Warrants issued to the investor expire and when can they be cash settled?

The New Warrants expire on March 20, 2028 and may be cash settled after February 28, 2026 if common shares are not available.

Will Plug Power issue shares immediately to satisfy New Warrant exercises?

No; the company has not reserved shares underlying the New Warrants and does not expect exercises unless it obtains shareholder approval to increase authorized shares or effects a reverse stock split.

What did the investor receive as part of the warrant exercise agreement with PLUG?

The investor received 31,000,000 common shares and pre-funded warrants to buy 154,430,464 shares, plus New Warrants to purchase 185,430,464 shares at $7.75.

When is the offering expected to close for Plug Power's warrant transaction?

The offering is expected to close on or about October 9, 2025, subject to customary closing conditions.