Plug Power posts $99M Q3 profit on noncash gains
Quarterly net income included noncash fair-value gains, while nine-month operating cash use was $320.5 million.
Sentiment and the balance of points
Rhea-AI Sentiment reads the wording of the document, how positive or negative its language is on a 1 to 5 scale. The balance of points shown with the takes weighs what the document actually discloses, so the two can disagree, for example when a trial that missed its main goal is described in upbeat language.
Plug Power reported third-quarter 2026 revenue of $200.6 million, up from $177.1 million a year earlier, while gross loss narrowed to $5.4 million from $120.2 million. It recorded net income of $99.0 million versus a $363.5 million loss; the quarter’s income reflected noncash fair-value gains on convertible notes and warrant liabilities. The company also received $40.0 million in net cash from the sale of high-voltage electrical infrastructure assets and recognized a $25.8 million gain.
For the first nine months, revenue was $542.4 million versus $484.7 million, net loss was $337.1 million versus $789.1 million, and operating activities used $320.5 million in cash. At September 30, 2026, working capital was $608.9 million, including $134.1 million in unrestricted cash and $146.3 million in current restricted cash. The company said its working capital, cash and restricted cash expected to be released over the next 12 months, together with other assumptions, support sufficient capital for at least 12 months. As of September 30, 2026, $944.1 million of aggregate gross sales price remained available under its at-the-market equity program; no shares were sold under the program during the three or nine months ended September 30, 2026.
How this balance works
Rhea-AI gives every point it takes from this document a weight. Minor counts 1, Moderate 3 and Major 9, so one Major point outweighs several Minor ones. The bar adds up the weights on each side, and when neither side holds more than 65% of the total the balance reads Mixed.
It reads the document as published, with the same rules for every company, and it does not look at what the market expected or at how the stock traded, so a point can be objectively good on a day the stock falls.
Rhea-AI Sentiment measures something else, the tone of the wording.
Positive
- Moderate pointThird-quarter revenue rose to $200.6 million from $177.1 million.
- Moderate pointNine-month net loss narrowed to $337.1 million from $789.1 million.
Negative
- Moderate pointOperating activities used $320.5 million of cash in the first nine months.
Filing Explained
The SEPA remains optional, unused through September 30, and permits up to one billion dollars in share sales before its February 10, 2027 expiration.
This 10-Q discloses a Yorkville standby equity purchase agreement (SEPA): Plug reported no sales under it in the quarter or nine months ended
Plug may, but is not required to, direct Yorkville to buy up to
Holders may convert the 6.75% notes, but no conversions occurred in the quarter or nine months ended
Stockholders approved an increase in authorized common shares from 1.5 billion to 3 billion, effective
Key Figures
Key Terms
at-the-market equity offering program financial
Standby Equity Purchase Agreement financial
Level 3 unobservable inputs financial
fair value option financial
anti-dilutive financial
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
What were PLUG’s third-quarter 2026 revenue and earnings?
What are PLUG’s SEPA purchase limits?
When does PLUG’s at-the-market equity program end?
AI-generated analysis. How Rhea-AI works. Not financial advice.
Table of Contents
.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
(Mark One)
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
FOR THE QUARTERLY PERIOD ENDED
OR
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
FOR THE TRANSITION PERIOD FROM TO
Commission File Number:
(Exact name of registrant as specified in its charter)
| | |
| | |
| ||
(State or Other Jurisdiction of | | (I.R.S. Employer |
Incorporation or Organization) | | Identification Number) |
(Address of Principal Executive Offices, including Zip Code)
(
(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
| | |||
| | |||
| | |||
Title of Each Class | | Trading Symbol(s) | | Name of Each Exchange on Which Registered |
| | The |
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Accelerated filer ☐ | Non-accelerated filer ☐ | Smaller reporting company | 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. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes
The number of shares of common stock, par value of $.01 per share, outstanding as of November 4, 2026 was
Table of Contents
INDEX to FORM 10-Q
| Page |
| |
PART I. FINANCIAL INFORMATION | |
| |
Item 1 – Interim Condensed Consolidated Financial Statements (Unaudited) | 3 |
| |
Condensed Consolidated Balance Sheets | 3 |
| |
Condensed Consolidated Statements of Operations | 4 |
| |
Condensed Consolidated Statements of Comprehensive Income/(Loss) | 5 |
| |
Condensed Consolidated Statements of Stockholders’ Equity | 6 |
| |
Condensed Consolidated Statements of Cash Flows | 8 |
| |
Notes to Interim Condensed Consolidated Financial Statements | 9 |
| |
Item 2 – Management’s Discussion and Analysis of Financial Condition and Results of Operations | 32 |
| |
Item 3 – Quantitative and Qualitative Disclosures About Market Risk | 52 |
| |
Item 4 – Controls and Procedures | 52 |
| |
PART II. OTHER INFORMATION | |
| |
Item 1 – Legal Proceedings | 53 |
| |
Item 1A – Risk Factors | 53 |
| |
Item 2 – Unregistered Sales of Equity Securities and Use of Proceeds | 54 |
| |
Item 3 – Defaults Upon Senior Securities | 54 |
| |
Item 4 – Mine Safety Disclosures | 54 |
| |
Item 5 – Other Information | 54 |
| |
Item 6 – Exhibits | 55 |
| |
Signatures | 57 |
2
Table of Contents
PART I. FINANCIAL INFORMATION
Item 1 — Interim Condensed Consolidated Financial Statements (Unaudited)
Plug Power Inc. and Subsidiaries
Condensed Consolidated Balance Sheets
(In thousands, except share and per share amounts)
(Unaudited)
| | | | | |
| September 30, 2026 | | December 31, 2025 | ||
Assets | | | | | |
Current assets: | | | | | |
Cash and cash equivalents | $ | | | $ | |
Restricted cash | | | | | |
Accounts receivable, net of allowance of $ |
| | |
| |
Inventory |
| | |
| |
Contract assets, net of allowance of $ | | | | | |
Assets held for sale | | | | | — |
Prepaid expenses, tax credits, and other current assets |
| | |
| |
Total current assets |
| | |
| |
| | | | | |
Restricted cash |
| | |
| |
Property, plant, and equipment, net | | | |
| |
Right of use assets related to finance leases, net | | | | | |
Right of use assets related to operating leases, net | | | | | |
Equipment related to power purchase agreements and fuel delivered to customers, net | | | |
| |
Contract assets | | | | | |
Intangible assets, net |
| | |
| |
Investments in non-consolidated entities and non-marketable securities | | | | | |
Other assets |
| | |
| |
Total assets(A) | $ | | | $ | |
| | | | | |
Liabilities and Stockholders’ Equity | | | | | |
Current liabilities: | | | | | |
Accounts payable | $ | | | $ | |
Accrued expenses |
| | |
| |
Deferred revenue and other contract liabilities |
| | |
| |
Operating lease liabilities | | | | | |
Finance lease liabilities | | | | | |
Finance obligations | | | | | |
Current portion of convertible debt instruments, net | | — | | | |
Current portion of long-term debt | | | | | |
Contingent consideration, loss accrual for service contracts, and other current liabilities (of which $ |
| | |
| |
Total current liabilities |
| | |
| |
| | | | | |
Deferred revenue and other contract liabilities |
| | |
| |
Operating lease liabilities | | | | | |
Finance lease liabilities | | | | | |
Finance obligations |
| | |
| |
Warrant liabilities |
| | |
| |
Convertible debt instruments, net | | | | | |
Long-term debt | | | | | |
Contingent consideration, loss accrual for service contracts, and other liabilities (of which $ |
| | |
| |
Total liabilities(A) |
| | |
| |
| | | | | |
Stockholders’ equity: | | | | | |
Common stock, $ |
| | |
| |
Additional paid-in capital |
| | |
| |
Accumulated other comprehensive income |
| | |
| |
Accumulated deficit |
| ( | |
| ( |
Less common stock in treasury: | | ( | | | ( |
Total Plug Power Inc. stockholders’ equity |
| | |
| |
Non-controlling interest(A) | | | | | |
Total stockholders’ equity | | | | | |
Total liabilities and stockholders’ equity | $ | | | $ | |
| (A) |
The accompanying notes are an integral part of these unaudited interim condensed consolidated financial statements.
3
Table of Contents
Plug Power Inc. and Subsidiaries
Condensed Consolidated Statements of Operations
(In thousands, except share and per share amounts)
(Unaudited)
| | | | | | | | | | | |
| Three months ended September 30, | | Nine months ended September 30, | ||||||||
| 2026 | | 2025 | | 2026 | | 2025 | ||||
Net revenue: | | | | | | | | | | | |
Sales of equipment, related infrastructure and other | $ | | | $ | | | $ | | | $ | |
Services performed on fuel cell systems and related infrastructure | | | | | | | | | | | |
Power purchase agreements | | | |
| | | | | |
| |
Fuel delivered to customers and related equipment | | | |
| | | | | |
| |
Other | | | | | | | | | | | |
Net revenue | | | | | | | | | | | |
Cost of revenue: | | | | | | | | | | | |
Sales of equipment, related infrastructure and other | | | |
| | | | | |
| |
Services performed on fuel cell systems and related infrastructure | | | |
| | | | | |
| |
Benefit for loss contracts related to service | | ( | | | ( | | | ( | | | ( |
Power purchase agreements | | | |
| | | | | |
| |
Fuel delivered to customers and related equipment | | | |
| | | | | |
| |
Other | | | |
| | | | | |
| |
Total cost of revenue | | | |
| | | | | |
| |
| | | | | | | | | | | |
Gross loss | | ( | |
| ( | | | ( | |
| ( |
| | | | | | | | | | | |
Operating expenses: | | | | | | | | | | | |
Research and development | | | | | | | | | | | |
Selling, general and administrative | | | | | | | | | | | |
Gain on sale of property, plant, and equipment | | ( | | | — | | | ( | | | — |
Restructuring | | — | | | | | | | | | |
Impairment | | | | | | | | | | | |
Change in fair value of contingent consideration | | ( | | | ( | | | ( | | | ( |
Total operating expenses | | | | | | | | | | | |
| | | | | | | | | | | |
Operating loss | | ( | | | ( | | | ( | | | ( |
| | | | | | | | | | | |
Interest income | | | |
| | | | | |
| |
Interest expense | | ( | | | ( | | | ( | | | ( |
Other (expense)/income, net | | ( | |
| | | | ( | |
| |
Gain/(loss) on extinguishment of convertible debt instruments and finance obligations | | | | | — | | | | | | ( |
Change in fair value of convertible debt instruments | | | | | — | | | ( | | | |
Change in fair value of debt | | — | | | ( | | | — | | | ( |
Change in fair value of warrant liabilities | | | | | — | | | | | | — |
Gain/(loss) on equity method investments and non-marketable securities | | | | | ( | | | ( | | | ( |
| | | | | | | | | | | |
Income/(loss) before income taxes | $ | | | $ | ( | | $ | ( | | $ | ( |
| | | | | | | | | | | |
Income tax expense | | ( | |
| ( | | | ( | |
| ( |
| | | | | | | | | | | |
Net income/(loss) | $ | | | $ | ( | | $ | ( | | $ | ( |
| | | | | | | | | | | |
Net loss attributable to non-controlling interest | | ( | | | ( | | | ( | | | ( |
| | | | | | | | | | | |
Net income/(loss) attributable to Plug Power Inc. | $ | | | $ | ( | | $ | ( | | $ | ( |
| | | | | | | | | | | |
Earnings/(loss) per share attributable to Plug Power Inc.: | | | | | | | | | | | |
Basic | $ | | | $ | ( | | $ | ( | | $ | ( |
Diluted | $ | ( | | $ | ( | | $ | ( | | $ | ( |
| | | | | | | | | | | |
Weighted average number of common stock outstanding: | | | | | | | | | | | |
Basic | | | |
| | | | | |
| |
Diluted | | | |
| | | | | |
| |
The accompanying notes are an integral part of these unaudited interim condensed consolidated financial statements.
4
Table of Contents
Plug Power Inc. and Subsidiaries
Condensed Consolidated Statements of Comprehensive Income/(Loss)
(In thousands)
(Unaudited)
| | | | | | | | | | | | |
| | Three months ended September 30, | | Nine months ended September 30, | ||||||||
| | 2026 | | 2025 | | 2026 | | 2025 | ||||
Net income/(loss) | | $ | | | $ | ( | | $ | ( | | $ | ( |
Other comprehensive (loss)/income: | | | | | | | | | | | | |
Foreign currency translation (loss)/gain | | | ( | | | | | | ( | | | |
Comprehensive income/(loss), net of tax | | $ | | | $ | ( | | $ | ( | | $ | ( |
Less: comprehensive loss attributable to non-controlling interest | | | ( | | | ( | | | ( | | | ( |
Total comprehensive income/(loss) attributable to Plug Power Inc. | | $ | | | $ | ( | | $ | ( | | $ | ( |
The accompanying notes are an integral part of these unaudited interim condensed consolidated financial statements.
5
Table of Contents
Plug Power Inc. and Subsidiaries
Condensed Consolidated Statements of Stockholders’ Equity
(In thousands, except share amounts)
(Unaudited)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | Accumulated | | | | | | | | | | Total | | | | | ||||
| | | | | | | Additional | | Other | | | | | | | | | | Plug Power | | | | Total | |||||
| | Common Stock | | Paid-in | | Comprehensive | | Treasury Stock | | Accumulated | | Stockholders’ | | Non-controlling | | Stockholders’ | ||||||||||||
| | Shares | | Amount | | Capital | | Income/(Loss) | | Shares | | Amount | | Deficit | | Equity | | Interests | | Equity | ||||||||
December 31, 2025 |
| | | $ | | | $ | | | $ | |
| | | $ | ( | | $ | ( | | $ | | | $ | | | $ | |
Net loss | | — | |
| — | |
| — | |
| — |
| — | |
| — | |
| ( | |
| ( | | | ( | | | ( |
Other comprehensive loss | | — | |
| — | |
| — | |
| ( |
| — | |
| — | |
| — | | | ( | | | — | | | ( |
Stock-based compensation | | | |
| | |
| | |
| — |
| — | |
| — | |
| — | |
| | | | — | | | |
Stock option exercises and issuance of common stock upon grant/vesting of restricted stock and restricted stock unit awards | | ( | |
| — | |
| | |
| — |
| — | |
| — | |
| — | |
| | | | — | | | |
Treasury stock acquired from employees upon exercise of stock options and vesting of restricted stock and restricted stock unit awards | | — | | | — | | | — | | | — | | | | | ( | | | — | | | ( | | | — | | | ( |
Provision for common stock warrants | | — | | | — | | | | | | — | | — | | | — | | | — | | | | | | — | | | |
Additional paid-in capital due to contributions to consolidated VIE | | — | | | — | | | | | | — | | — | | | — | | | — | | | | | | ( | | | — |
Contributions by non-controlling interest | | — | | | — | | | — | | | — | | — | | | — | | | — | | | — | | | | | | |
March 31, 2026 |
| | | $ | | | $ | | | $ | |
| | | $ | ( | | $ | ( | | $ | | | $ | | | $ | |
Net loss | | — | |
| — | |
| — | |
| — |
| — | |
| — | |
| ( | |
| ( | | | ( | | | ( |
Other comprehensive loss | | — | |
| — | |
| — | |
| ( |
| — | |
| — | |
| — | | | ( | | | — | | | ( |
Stock-based compensation | | | |
| | |
| | |
| — |
| — | |
| — | |
| — | |
| | | | — | | | |
Stock option exercises and issuance of common stock upon grant/vesting of restricted stock and restricted stock unit awards | | | |
| | |
| | |
| — |
| — | |
| — | |
| — | |
| | | | — | | | |
Treasury stock acquired from employees upon exercise of stock options and vesting of restricted stock and restricted stock unit awards | | — | | | — | | | — | | | — | | | | | ( | | | — | | | ( | | | — | | | ( |
Provision for common stock warrants | | — | | | — | | | | | | — | | — | | | — | | | — | | | | | | — | | | |
Additional paid-in capital due to contributions to consolidated VIE | | — | | | — | | | | | | — | | — | | | — | | | — | | | | | | ( | | | — |
Distributions to non-controlling interest | | — | | | — | | | — | | | — | | — | | | — | | | — | | | — | | | ( | | | ( |
June 30, 2026 |
| | | $ | | | $ | | | $ | |
| | | $ | ( | | $ | ( | | $ | | | $ | | | $ | |
Net income | | — | |
| — | |
| — | |
| — |
| — | |
| — | |
| | |
| | | | ( | | | |
Other comprehensive loss | | — | |
| — | |
| — | |
| ( |
| — | |
| — | |
| — | | | ( | | | — | | | ( |
Stock-based compensation | | | |
| | |
| | |
| — |
| — | |
| — | |
| — | |
| | | | — | | | |
Stock option exercises and issuance of common stock upon grant/vesting of restricted stock and restricted stock unit awards | | | |
| | |
| | |
| — |
| — | |
| — | |
| — | |
| | | | — | | | |
Treasury stock acquired from employees upon exercise of stock options and vesting of restricted stock and restricted stock unit awards | | — | | | — | | | — | | | — | | | | | ( | | | — | | | ( | | | — | | | ( |
Provision for common stock warrants | | — | | | — | | | | | | — | | — | | | — | | | — | | | | | | — | | | |
Additional paid-in capital due to contributions to consolidated VIE | | — | | | — | | | ( | | | — | | — | | | — | | | — | | | ( | | | | | | — |
September 30, 2026 |
| | | $ | | | $ | | | $ | |
| | | $ | ( | | $ | ( | | $ | | | $ | | | $ | |
6
Table of Contents
Plug Power Inc. and Subsidiaries
Condensed Consolidated Statements of Stockholders’ Equity
(In thousands, except share amounts)
(Unaudited)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | Accumulated | | | | | | | | | | Total | | | | | ||||
| | | | | | | Additional | | Other | | | | | | | | | | Plug Power | | | | Total | |||||
| | Common Stock | | Paid-in | | Comprehensive | | Treasury Stock | | Accumulated | | Stockholders’ | | Non-controlling | | Stockholders’ | ||||||||||||
| | Shares | | Amount | | Capital | | Income/(Loss) | | Shares | | Amount | | Deficit | | Equity | | Interests | | Equity | ||||||||
December 31, 2024 |
| | | $ | | | $ | | | $ | ( |
| | | $ | ( | | $ | ( | | $ | | | $ | | | $ | |
Net loss | | — | |
| — | |
| — | |
| — |
| — | |
| — | |
| ( | |
| ( | | | ( | | | ( |
Other comprehensive loss | | — | |
| — | |
| — | |
| ( |
| — | |
| — | |
| — | | | ( | | | — | | | ( |
Stock-based compensation | | | |
| | |
| | |
| — |
| — | |
| — | |
| — | |
| | | | — | | | |
Public offerings, common stock, net of issuance costs | | | | | | | | | | | — | | — | | | — | | | — | | | | | | — | | | |
Stock option exercises and issuance of common stock upon grant/vesting of restricted stock and restricted stock unit awards | | ( | |
| ( | |
| | |
| — |
| — | |
| — | |
| — | |
| — | | | — | | | — |
Treasury stock acquired from employees upon exercise of stock options and vesting of restricted stock and restricted stock unit awards | | — | | | — | | | — | | | — | | | | | ( | | | — | | | ( | | | — | | | ( |
Provision for common stock warrants | | — | | | — | | | | | | — | | — | | | — | | | — | | | | | | — | | | |
Additional paid-in capital due to contributions to consolidated VIE | | — | | | — | | | ( | | | — | | — | | | — | | | — | | | ( | | | | | | — |
Principal payment of convertible debenture settled in common stock | | | | | | | | | | | — | | — | | | — | | | — | | | | | | — | | | |
March 31, 2025 |
| | | $ | | | $ | | | $ | ( |
| | | $ | ( | | $ | ( | | $ | | | $ | | | $ | |
Net loss | | — | |
| — | |
| — | |
| — |
| — | |
| — | |
| ( | |
| ( | | | ( | | | ( |
Other comprehensive income | | — | |
| — | |
| — | |
| |
| — | |
| — | |
| — | | | | | | — | | | |
Stock-based compensation | | | |
| | |
| | |
| — |
| — | |
| — | |
| — | |
| | | | — | | | |
Warrants issued with | | — | | | — | | | | | | — | | — | | | — | | | — | | | | | | — | | | |
Stock option exercises and issuance of common stock upon grant/vesting of restricted stock and restricted stock unit awards | | ( | |
| ( | |
| | |
| — |
| — | |
| — | |
| — | |
| — | | | — | | | — |
Treasury stock acquired from employees upon exercise of stock options and vesting of restricted stock and restricted stock unit awards | | — | | | — | | | — | | | — | | | | | ( | | | — | | | ( | | | — | | | ( |
Provision for common stock warrants | | — | | | — | | | | | | — | | — | | | — | | | — | | | | | | — | | | |
Additional paid-in capital due to contributions to consolidated VIE | | — | | | — | | | ( | | | — | | — | | | — | | | — | | | ( | | | | | | — |
Contributions by non-controlling interest | | — | | | — | | | — | | | — | | — | | | — | | | — | | | — | | | | | | |
Principal payment of convertible debenture settled in common stock | | | | | | | | | | | — | | — | | | — | | | — | | | | | | — | | | |
Exercises of pre-funded warrants | | | | | | | | ( | | | — | | — | | | — | | | — | | | | | | — | | | |
Expiration of common stock forward and retirement of related shares | | ( | | | ( | | | ( | | | — | | ( | | | | | | — | | | — | | | — | | | — |
June 30, 2025 |
| | | $ | | | $ | | | $ | |
| | | $ | ( | | $ | ( | | $ | | | $ | | | $ | |
Net loss | | — | |
| — | |
| — | |
| — |
| — | |
| — | |
| ( | |
| ( | | | ( | | | ( |
Other comprehensive income | | — | |
| — | |
| — | |
| |
| — | |
| — | |
| — | | | | | | — | | | |
Stock-based compensation | | | |
| | |
| | |
| — |
| — | |
| — | |
| — | |
| | | | — | | | |
Public offerings, common stock, net of issuance costs | | | | | | | | | | | — | | — | | | — | | | — | | | | | | — | | | |
Stock option exercises and issuance of common stock upon grant/vesting of restricted stock and restricted stock unit awards | | | |
| | |
| ( | |
| — |
| — | |
| — | |
| — | |
| | | | — | | | |
Treasury stock acquired from employees upon exercise of stock options and vesting of restricted stock and restricted stock unit awards | | — | | | — | | | — | | | — | | | | | ( | | | — | | | ( | | | — | | | ( |
Provision for common stock warrants | | — | | | — | | | | | | — | | — | | | — | | | — | | | | | | — | | | |
Adjustment to additional paid-in capital due to contributions to consolidated VIE | | — | | | — | | | | | | — | | — | | | — | | | — | | | | | | ( | | | — |
Contributions by non-controlling interest | | — | | | — | | | — | | | — | | — | | | — | | | — | | | — | | | | | | |
Exercises of | | | | | | | | | | | — | | — | | | — | | | — | | | | | | — | | | |
September 30, 2025 |
| | | $ | | | $ | | | $ | |
| | | $ | ( | | $ | ( | | $ | | | $ | | | $ | |
The accompanying notes are an integral part of these unaudited interim condensed consolidated financial statements.
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Plug Power Inc. and Subsidiaries
Condensed Consolidated Statements of Cash Flows
(In thousands)
(Unaudited)
| | | | | |
| Nine months ended September 30, | ||||
| 2026 | | 2025 | ||
Operating activities | | | | | |
Net loss | $ | ( | | $ | ( |
Adjustments to reconcile net loss to net cash used in operating activities: | | | | | |
Depreciation of long-lived assets |
| | |
| |
Amortization of intangible assets |
| | |
| |
Lower of cost or net realizable value inventory adjustments and provision for excess and obsolete inventory | | | | | |
Stock-based compensation |
| | |
| |
(Gain)/loss on extinguishment of convertible debt instruments and finance obligations | | ( | | | |
Provision for losses on accounts receivable | | | | | |
Amortization of discount of debt issuance costs on convertible debt instruments and long-term debt | | | | | |
Provision for common stock warrants | | | | | |
Impairment | | | | | |
Gain on sale of property, plant, and equipment | | ( | | | — |
Impairment of right of use assets | | — | | | |
Gain on extinguishment of operating lease liability | | ( | | | — |
Recovery on service contracts | | ( | | | ( |
Change in fair value of contingent consideration | | ( | | | ( |
Change in fair value of convertible debt instruments | | | | | ( |
Change in fair value of debt | | — | | | |
Change in fair value of warrant liabilities | | ( | | | — |
Loss on equity method investments and non-marketable securities |
| | |
| |
Changes in operating assets and liabilities that provide/(use) cash: | | | | | |
Accounts receivable | | ( | | | |
Inventory |
| | |
| |
Contract assets |
| | |
| ( |
Prepaid expenses and other assets | | ( | | | |
Accounts payable, accrued expenses, and other liabilities |
| ( | |
| |
Deferred revenue and other contract liabilities | | | | | ( |
Payments of contingent consideration | | ( | | | ( |
Payments of operating lease liabilities, net | | ( | | | ( |
Net cash used in operating activities |
| ( | |
| ( |
| | | | | |
Investing activities | | | | | |
Purchases of property, plant and equipment |
| ( | |
| ( |
Proceeds from sale of property, plant and equipment |
| | |
| — |
Proceeds from sale of investment tax credit |
| | |
| — |
Proceeds from sale of non-marketable security |
| | |
| — |
Purchases of equipment related to power purchase agreements and equipment related to fuel delivered to customers | | ( | | | ( |
Cash paid for non-consolidated entities and non-marketable securities | | ( | | | ( |
Net cash provided by/(used in) investing activities |
| | |
| ( |
| | | | | |
Financing activities | | | | | |
Payments of contingent consideration | | ( | | | ( |
Proceeds from public and private offerings, net of transaction costs | | — | | | |
Payments of tax withholding on behalf of employees for net stock settlement of stock-based compensation | | ( | | | ( |
Proceeds from exercise of stock options | | | | | |
Contributions by non-controlling interest | | | | | |
Distributions to non-controlling interest | | ( | | | — |
Principal payments on convertible debt instruments | | ( | | | ( |
Premium on principal of convertible debt instruments settled in cash | | — | | | ( |
Proceeds from debt issuance | | — | | | |
Principal payments on long-term debt | | ( | | | ( |
Cash paid for capitalized closing fees related to DOE loan guarantee | | — | | | ( |
Principal repayments of finance obligations and finance leases | | ( | | | ( |
Net cash (used in)/provided by financing activities |
| ( | |
| |
Effect of exchange rate changes on cash |
| ( | |
| |
Decrease in cash and cash equivalents |
| ( | |
| ( |
Decrease in restricted cash | | ( | | | ( |
Cash, cash equivalents, and restricted cash beginning of period |
| | |
| |
Cash, cash equivalents, and restricted cash end of period | $ | | | $ | |
| | | | | |
Supplemental disclosure of cash flow information | | | | | |
Cash paid for interest, net of capitalized interest of $ | $ | | | $ | |
| | | | | |
Summary of non-cash activity | | | | | |
Recognition of right of use asset - finance leases | | | | | |
Recognition of right of use asset - operating leases | | | | | |
Principal payment on convertible debenture paid in common stock | | — | | | |
Contributions of property, plant, and equipment from non-controlling interest | | — | | | |
Increase to assets held for sale due to net transfers between assets held for sale and long-lived assets | | | | | — |
Increase to other current assets due to net transfers between other current assets and long-lived assets | | | | | — |
Decrease to contract assets due to net transfers between contract assets and long-lived assets | | ( | | | — |
Decrease to inventory due to net transfers between inventory and long-lived assets | | ( | | | ( |
Accrued purchase of property, plant, and equipment, cash to be paid in subsequent period | | | | | |
The accompanying notes are an integral part of these unaudited interim condensed consolidated financial statements.
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1. Nature of Operations
Plug Power Inc. (the “Company,” “Plug,” “we” or “our”) is facilitating the paradigm shift to an increasingly electrified world by innovating cutting-edge hydrogen and fuel cell solutions. While we continue to develop commercially viable hydrogen and fuel cell product solutions, we have expanded our offerings to support a variety of commercial operations that can be powered with clean hydrogen. We provide electrolyzers that allow customers — such as refineries, producers of chemicals, steel, fertilizer and commercial refueling stations — to generate hydrogen on-site. We are focusing our efforts on (a) industrial mobility applications, including electric forklifts and electric industrial vehicles, at multi-shift high volume manufacturing and high throughput distribution sites where we believe our products and services provide a unique combination of productivity, flexibility, and environmental benefits; and (b) production of 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.
Liquidity and Capital Resources
The Company has continued to experience negative cash flows from operations and operating losses. The Company recognized net income/(loss) of approximately $
The Company’s primary sources of liquidity have historically included cash on hand, proceeds from equity and debt financings, and operating cash flows. The Company continues to evaluate opportunities to strengthen its balance sheet and enhance financial flexibility. The future use of our available liquidity will be based upon the ongoing review of the funding needs of our businesses, the optimal allocation of our resources, and the timing of cash flow generation. To the extent that we desire to access alternative sources of capital, market conditions could adversely impact our ability to do so at that time and at terms favorable to the Company.
The Company has an “at-the-market” equity offering program with B. Riley Securities, Inc. (“B. Riley”) and Yorkville Securities, LLC (“Yorkville”) pursuant to which the Company may, from time to time, offer and sell through or to B. Riley and Yorkville, as sales agents or principals, shares of the Company’s common stock, having an aggregate gross sales price of up to $
The Company has also entered into a Standby Equity Purchase Agreement (the “SEPA”) with Yorkville, pursuant to which the Company has the right, at its option, to sell to Yorkville up to $
The Company believes that its working capital, cash position and restricted cash to be released over the next 12 months, and amortization requirements of the Company’s finance obligations, together with other key assumptions, support the Company’s conclusion that it has sufficient capital to fund its ongoing operations for a period of at least 12 months subsequent to the issuance of the accompanying unaudited interim condensed consolidated financial statements.
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Key assumptions are based on factors such as forecasted sales and costs, 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.
2. Summary of Significant Accounting Policies
Principles of Consolidation
The unaudited interim condensed consolidated financial statements include the financial statements of the Company and its wholly-owned subsidiaries. Intercompany balances and transactions have been eliminated in consolidation. In addition, we include our share of the results of our joint venture with Acciona Generación Renovable, S.A. in Spain, named AccionaPlug S.L., our investment in Clean H2 Infra Fund and our former joint venture with SK Innovation Co., Ltd, successor in interest to SK E&S Co., Ltd. in South Korea, named SK Plug Hyverse (prior period only), using the equity method based on our economic ownership interest and our ability to exercise significant influence over the operating and financial decisions of AccionaPlug S.L., Clean H2 Infra Fund and SK Plug Hyverse. Additionally, we consolidate the results of Hidrogenii, LLC (“Hidrogenii”), our joint venture with Niloco Hydrogen Holdings LLC, a wholly-owned subsidiary of Olin Corporation (“Olin”).
Interim Financial Statements
The accompanying unaudited interim condensed consolidated financial statements have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). In the opinion of management, all adjustments, which consist solely of normal recurring adjustments, necessary to present fairly, in accordance with U.S. generally accepted accounting principles (“GAAP”), the financial position, results of operations and cash flows for all periods presented, have been made. The results of operations for the interim periods presented are not necessarily indicative of the results that may be expected for the full year.
Certain information and footnote disclosures normally included in annual consolidated financial statements prepared in accordance with GAAP have been condensed or omitted. These unaudited interim condensed consolidated financial statements should be read in conjunction with the Company’s audited consolidated financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025 (the “2025 Form 10-K”).
The information presented in the accompanying unaudited interim condensed consolidated balance sheets as of December 31, 2025 has been derived from the Company’s 2025 audited consolidated financial statements.
Impairment
During the three and nine months ended September 30, 2026, the Company recorded total impairment charges of $
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Recoveries of Previously-Impaired Assets
During the nine months ended September 30, 2026, the Company recognized recoveries on previously-impaired contract assets, property, plant and equipment and other assets totaling $
Recent Accounting Pronouncements
Recently Adopted Accounting Guidance
There have been no significant changes in our reported financial position or results of operations and cash flows resulting from the adoption of new accounting pronouncements.
Recent Accounting Guidance Not Yet Effective
In May 2026, Accounting Standards Update 2026-02 (“ASU 2026-02”), Environmental Credits and Environmental Credit Obligations (Topic 818), was issued to improve the financial accounting for and disclosure of environmental credits and environmental credit obligations. This standard is effective for annual periods, including interim reporting periods within annual reporting periods, beginning after December 15, 2027 with early adoption permitted. The Company has not yet adopted ASU 2026-02 and is still evaluating the impact of the adoption on its unaudited interim condensed consolidated financial statements.
3. Inventory
Inventory as of September 30, 2026 and December 31, 2025 consisted of the following (in thousands):
| | | | | |
| September 30, 2026 | | December 31, 2025 | ||
Raw materials and supplies | $ | | | $ | |
Work-in-process |
| | |
| |
Finished goods |
| | |
| |
Inventory | $ | | | $ | |
Inventory is comprised of raw materials and supplies, work-in-process, and finished goods. The Company has recorded reductions to inventory comprising excess and obsolete items and related lower of cost or net realizable value adjustments of $
4. Property, Plant, and Equipment
The carrying amount of the Company’s property, plant, and equipment, net was $
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“Government Tax Credits,” for further information. In addition, during the three months ended September 30, 2026, the Company completed the closing of the sale of certain high-voltage electrical infrastructure assets pursuant to a purchase and sale agreement. The assets had a net carrying amount of $
5. Intangible Assets
The gross carrying amount and accumulated amortization of the Company’s acquired identifiable intangible assets as of September 30, 2026 were as follows (in thousands):
| | | | | | | | | | | |
| | Weighted Average | | Gross Carrying | | Accumulated | | | | ||
| | Amortization Period | | Amount | | Amortization | | Total | |||
Acquired technology |
|
| $ | | | $ | ( | | $ | | |
Dry stack electrolyzer technology | | | | | | | ( | | | | |
Customer relationships, trade name, and other | | |
| | | | ( | | | | |
| | | | $ | | | $ | ( | | $ | |
The gross carrying amount and accumulated amortization of the Company’s acquired identifiable intangible assets as of December 31, 2025 were as follows (in thousands):
| | | | | | | | | | | |
| | Weighted Average | | Gross Carrying | | Accumulated | | | | ||
| | Amortization Period | | Amount | | Amortization | | Total | |||
Acquired technology |
| | $ | | | $ | ( | | $ | | |
Dry stack electrolyzer technology | | | | | | | ( | | | | |
Customer relationships, trade name, and other |
| |
| | | | ( | |
| | |
| | | | $ | | | $ | ( | | $ | |
The change in the gross carrying amount of the acquired technology and customer relationships, trade name and other during the nine months ended September 30, 2026 was due to foreign currency translation.
Amortization expense for acquired identifiable intangible assets during the three months ended September 30, 2026 and 2025 was $
The estimated amortization expense for subsequent years as of September 30, 2026 is as follows (in thousands):
| | |
Remainder of 2026 | $ | |
2027 | | |
2028 | | |
2029 | | |
2030 | | |
2031 and thereafter | | |
Total | $ | |
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6. Investments
Investments in Non-consolidated Entities and Non-marketable Securities
Non-marketable Securities
Our investment in non-marketable securities was $
Equity Method Investments
As of September 30, 2026 and December 31, 2025, the Company accounted for the following investments in the investee’s common stock under the equity method, which are included in the investments in non-consolidated entities and non-marketable securities on the unaudited interim condensed consolidated balance sheets (amounts in thousands):
| | | | | | | | | | | | |
| | | | As of September 30, 2026 | | As of December 31, 2025 | ||||||
| | Formation | | Common Stock | | Carrying | | Common Stock | | Carrying | ||
Investee | | Date | | Ownership % | | Value | | Ownership % | | Value | ||
AccionaPlug S.L. | | Q4 2021 | | | | | | | | | ||
Clean H2 Infra Fund | | Q4 2021 | | | | | | | | | ||
| | | | | | $ | | | | | $ | |
During the three months ended September 30, 2026, the Company made no contributions to AccionaPlug S.L. and Clean H2 Infra Fund. During the three months ended September 30, 2025, the Company contributed approximately $
During the nine months ended September 30, 2026, the Company contributed approximately $
As of September 30, 2026, the Company’s capital commitment related to its equity method investments was $
7. Fair Value Measurements
The Company records the fair value of assets and liabilities in accordance with ASC 820, Fair Value Measurement (“ASC 820”). ASC 820 defines fair value as the price received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date and in the principal or most advantageous market for that asset or liability. The fair value should be calculated based on assumptions that market participants would use in pricing the asset or liability, not on assumptions specific to the entity.
In addition to defining fair value, ASC 820 expands the disclosure requirements around fair value and establishes a fair value hierarchy for valuation inputs. The hierarchy prioritizes the inputs into three levels based on the extent to which inputs used in measuring fair value are observable in the market. Each fair value measurement is reported in one of the three levels, which is determined by the lowest level input that is significant to the fair value measurement in its entirety.
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These levels are:
| ● | Level 1 — quoted prices (unadjusted) in active markets for identical assets or liabilities. |
| ● | Level 2 — quoted prices for similar assets and liabilities in active markets or inputs that are observable for the asset or liability, either directly or indirectly through market corroboration, for substantially the full term of the financial instrument. |
| ● | Level 3 — unobservable inputs reflecting management’s own assumptions about the inputs used in pricing the asset or liability at fair value. |
Financial instruments not recorded at fair value on a recurring basis include equity method investments that have not been remeasured or impaired in the current period, such as our investments in AccionaPlug S.L. and Clean H2 Infra Fund.
The following table summarizes the carrying amount and estimated fair value of the Company’s financial instruments as of September 30, 2026 and December 31, 2025 (in thousands):
| | | | | | | | | | | | | | | |
| | As of September 30, 2026 | |||||||||||||
| | Carrying | | Fair | | Fair Value Measurements | |||||||||
| | Amount | | Value | | Level 1 | | Level 2 | | Level 3 | |||||
Liabilities | | | | | | | | | | | | | | | |
$ | | $ | | | $ | | | $ | — | | $ | — | | $ | |
| | | | | | | | — | | | — | | | | |
Contingent consideration | | | | | | | | | — | | | — | | | |
| | | | | | | | | | | | | | | |
| | As of December 31, 2025 | |||||||||||||
| | Carrying | | Fair | | Fair Value Measurements | |||||||||
| | Amount | | Value | | Level 1 | | Level 2 | | Level 3 | |||||
Liabilities | | | | | | | | | | | | | | | |
$ | | $ | | | $ | | | $ | — | | $ | — | | $ | |
| | | | | | | | | | | — | | | — | |
Contingent consideration | | | | | | | | | | | | — | | | |
The liabilities measured at fair value on a recurring basis that have unobservable inputs and are therefore categorized as Level 3 as of September 30, 2026 are related to the $
Assets and Liabilities Measured at Fair Value on a Recurring Basis
$
The fair value of the $
The Company estimated and recorded the fair value of the $
Refer to Note 9, “Warrant Liabilities,” for the significant assumptions utilized in the fair value of the $
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The fair value of the
As of September 30, 2026, the Company estimated and recorded the fair value of the
Refer to Note 10, “Convertible Senior Notes,” for the change in the carrying amount of the
Contingent consideration
The fair value of contingent consideration as of September 30, 2026 was related to the Joule Processing LLC (“Joule”) acquisition in 2022 and the fair value of contingent consideration as of December 31, 2025 was related to the Joule acquisition in 2022 and the Frames Holding B.V. (“Frames”) acquisition in 2021.
In the unaudited interim condensed consolidated balance sheets, contingent consideration was recorded in the contingent consideration, loss accrual for service contracts, and other current liabilities and contingent consideration, loss accrual for service contracts, and other liabilities financial statement line items and was comprised of the following unobservable inputs as of September 30, 2026:
| | | | | | | | | |
Financial Instrument | | Fair Value | | Valuation Technique | | Unobservable Input | | Weighted Average | |
Contingent consideration | | $ | | | Scenario-based method | | Credit spread | | |
| | | | | | | Discount rate | | |
| | | | | | | | | |
In the unaudited interim condensed consolidated balance sheets, contingent consideration was recorded in the contingent consideration, loss accrual for service contracts, and other current liabilities and contingent consideration, loss accrual for service contracts, and other liabilities financial statement line items and was comprised of the following unobservable inputs as of December 31, 2025:
| | | | | | | | | |
Financial Instrument | | Fair Value | | Valuation Technique | | Unobservable Input | | Weighted Average | |
Contingent consideration | | $ | | | Scenario-based method | | Credit spread | | |
| | | | | | | Discount rate | | |
| | | | | | | | | |
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The change in the carrying amount of contingent consideration during the nine months ended September 30, 2026 was as follows (in thousands):
| | |
Beginning balance as of December 31, 2025 | $ | |
Cash payments | | ( |
Change in fair value of contingent consideration | | |
Foreign currency translation adjustment |
| ( |
Ending balance as of March 31, 2026 | $ | |
Change in fair value of contingent consideration | | |
Ending balance as of June 30, 2026 | $ | |
Cash payments | | ( |
Change in fair value of contingent consideration | | ( |
Ending balance as of September 30, 2026 | $ | |
8. Operating Lease Liabilities and Finance Obligations
The carrying value of the Company’s operating lease liabilities was $
The carrying value of the Company’s finance obligations was $
9. Warrant Liabilities
On March 20, 2025, the Company sold
On October 8, 2025, the Company entered into a warrant exercise inducement agreement with the holder of the Common Warrants, whereby in consideration for exercising the
The $
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As of September 30, 2026 and December 31, 2025, the $
| | | |
| As of | ||
| September 30, 2026 | | December 31, 2025 |
Risk-free interest rate | | ||
Volatility | | ||
Expected average term (years) | | ||
Exercise price | $ | | $ |
Stock price | $ | | $ |
Fair value per share | $ | | $ |
The change in the carrying amount of the $
| | | |
Beginning balance as of December 31, 2025 | | $ | |
Change in fair value of warrant liabilities | | | |
Ending balance as of March 31, 2026 | | $ | |
Change in fair value of warrant liabilities | | | |
Ending balance as of June 30, 2026 | | $ | |
Change in fair value of warrant liabilities | | | ( |
Ending balance as of September 30, 2026 | | $ | |
10. Convertible Senior Notes
On November 21, 2025, the Company issued $
The notes are convertible at the option of the holders at any time prior to the close of business on the second scheduled trading day immediately preceding the maturity date. Upon conversion, the Company will pay or deliver, as the case may be, cash, shares of the Company’s common stock, or a combination of cash and shares of common stock, at the Company’s election, in the manner and subject to the terms and conditions provided in the Indenture. There were
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The change in the carrying amount of the
| | | |
Beginning balance as of December 31, 2025 | | $ | |
Change in fair value of the convertible senior notes | | | |
Amortization of discount | | | |
Ending balance as of March 31, 2026 | | $ | |
Change in fair value of the convertible senior notes | | | |
Amortization of discount | | | |
Ending balance as of June 30, 2026 | | $ | |
Change in fair value of the convertible senior notes | | | ( |
Amortization of discount | | | |
Ending balance as of September 30, 2026 | | $ | |
The following table summarizes the total interest expense and effective interest rate related to the
| | | | | |
| Three months ended | | Nine months ended | ||
| September 30, 2026 | | September 30, 2026 | ||
Interest expense | $ | | | $ | |
Amortization of discount | | | | | |
Total | $ | | | $ | |
Effective interest rate | | | | ||
11. Extended Maintenance Contracts and Product Warranty Reserve
Extended Maintenance Contracts
On a quarterly basis, we evaluate any potential losses related to our extended maintenance contracts for sales of equipment, related infrastructure and other that have been sold. The following table shows the roll forward of balances in the accrual for loss contracts (in thousands):
| | | | | | |
| | Nine months ended | | Year ended | ||
| | September 30, 2026 | | December 31, 2025 | ||
Beginning balance | | $ | | | $ | |
Benefit for loss accrual | | | ( | | | ( |
Releases to service cost of sales | | | ( | | | ( |
Increase/(decrease) to loss accrual related to customer warrants | | | | | | ( |
Foreign currency translation adjustment | | | ( | | | |
Ending balance | | $ | | | $ | |
Product Warranty Reserve
On a quarterly basis, we evaluate our product warranty reserve. The Company applies a failure rate based on product type on total products under warranty identified through a contract-by-contract review to determine its product warranty reserve liability. The Company’s product warranty reserve liability balance as of September 30, 2026 and December 31, 2025 was $
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12. Stockholders’ Equity
Common Stock
Amendment to Increase Authorized Shares of Common Stock
On February 12, 2026, the Company’s stockholders approved an amendment to the Company’s amended and restated certificate of incorporation, as amended, to increase the number of authorized shares of the Company’s common stock from
Share-Based Consideration Payable to a Customer
On August 24, 2022, the Company and Amazon.com, Inc. (“Amazon”) entered into a transaction agreement under which the Company concurrently issued to Amazon.com NV Investment Holdings LLC, a wholly owned subsidiary of Amazon, a warrant (the “2022 Amazon Warrant”) to acquire up to
In 2017, the Company issued a warrant to Walmart Inc. (“Walmart”) (the “2017 Walmart Warrant”) to purchase up to
Accumulated Other Comprehensive Income
Accumulated other comprehensive income is comprised of foreign currency translation gains and losses. There were
Other comprehensive loss during the three months ended September 30, 2026 increased due to foreign currency translation losses of $
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13. Revenue
Disaggregation of revenue
The following table provides information about disaggregation of revenue (in thousands):
| | | | | | | | | | | |
| Three months ended September 30, | | Nine months ended September 30, | ||||||||
Major products and service lines | 2026 | | 2025 | | 2026 | | 2025 | ||||
Sales of fuel cell systems | $ | | | $ | | | $ | | | $ | |
Sales of hydrogen infrastructure | | | | | | | | | | | |
Sales of electrolyzers | | | | | | | | | | | |
Sales of engineered equipment | | | | | | | | | | | |
Services performed on fuel cell systems and related infrastructure | | | | | | | | | | | |
Power purchase agreements | | | | | | | | | | | |
Fuel delivered to customers and related equipment | | | | | | | | | | | |
Sales of cryogenic equipment and liquefiers | | | | | | | | | | | |
Other | | | | | | | | | | | |
Net revenue | $ | | | $ | | | $ | | | $ | |
Contract balances
Significant changes in the contract assets and the deferred revenue and other contract liabilities balances during the period are as follows (in thousands):
| | | | | |
Contract assets | Nine months ended | | Year ended | ||
| September 30, 2026 | | December 31, 2025 | ||
Transferred to receivables from contract assets recognized at the beginning of the period | $ | ( | | $ | ( |
Transferred to long-lived assets from contract assets recognized at the beginning of the period | | ( | | | — |
Allowance for credit loss provision | | ( | | | — |
Change in contract assets related to warrants | | ( | | | ( |
Foreign currency translation (loss)/gain | | ( | | | |
Impairment | | — | | | ( |
Revenue recognized and not billed as of the end of the period | | | | | |
Net change in contract assets | $ | ( | | $ | |
| | | | | |
Deferred revenue and other contract liabilities | Nine months ended | | Year ended | ||
| September 30, 2026 | | December 31, 2025 | ||
Increases due to customer billings, net of amounts recognized as revenue during the period | $ | | | $ | |
Change in contract liabilities related to warrants | | | | | |
Foreign currency translation (gain)/loss | | ( | | | |
Revenue recognized that was included in the contract liability balance as of the beginning of the period | | ( | | | ( |
Net change in deferred revenue and other contract liabilities | $ | | | $ | ( |
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Estimated future revenue
The following table includes estimated revenue expected to be recognized in the future related to performance obligations that are unsatisfied (or partially unsatisfied) at the end of the reporting period, including provision for common stock warrants (in thousands):
| | | | | |
| As of | | Expected recognition | ||
| September 30, 2026 | | period (years) | ||
Sales of fuel cell systems | $ | | | | |
Sales of hydrogen infrastructure | | | | | |
Sales of electrolyzers | | | | | |
Sales of engineered equipment | | | | | |
Services performed on fuel cell systems and related infrastructure | | | | | |
Power purchase agreements | | | | | |
Fuel delivered to customers and related equipment | | | | | |
Sales of cryogenic equipment and liquefiers | | | | | |
Other | | | | | |
Total estimated future revenue | $ | | | | |
14. Employee Benefit Plans
2011 and 2021 Stock Option and Incentive Plan
Stock-based compensation costs recognized, excluding the Company’s matching contributions of $
The components and classification of stock-based compensation expense, excluding the Company’s matching contributions to the Plug Power Inc. 401(k) Savings & Retirement Plan and quarterly Board compensation, were as follows (in thousands):
| | | | | | | | | | | |
| Three months ended September 30, | | Nine months ended September 30, | ||||||||
| 2026 | | 2025 | | 2026 | | 2025 | ||||
Cost of sales | $ | | | $ | | | $ | | | $ | |
Research and development | | | | | | | | | | | |
Selling, general and administrative | | | | | | | | | | | |
| $ | | | $ | | | $ | | | $ | |
Service Stock Options Awards
During the nine months ended September 30, 2026, the Company granted
The Company estimates the fair value of its service stock options using a Black-Scholes valuation model, and the resulting fair value is recorded as compensation cost on a straight-line basis over the option vesting period. Key inputs and assumptions used to estimate the fair value of the service stock options include the grant price of the award, the expected
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option term, volatility of the Company’s stock, and an appropriate risk-free rate. Estimates of fair value are not intended to predict actual future events or the value ultimately realized by employees who receive equity awards, and subsequent events are not indicative of the reasonableness of the original estimates of fair value made by the Company. The assumptions made for purposes of estimating fair value under the Black-Scholes model for the
| | |
Expected term of options (years) | | |
Risk free interest rate | | |
Volatility | |
Compensation cost associated with service stock option awards represented approximately $
Restricted Stock and Restricted Stock Unit Awards
During the nine months ended September 30, 2026, the Company granted
Compensation cost associated with restricted stock and restricted stock unit awards represented approximately $
401(k) Savings & Retirement Plan
The Company issued
The Company’s expense for this plan was approximately $
Non-Employee Director Compensation
The Company granted
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During the nine months ended September 30, 2026, non-employee directors were also granted
15. Restructuring
In January 2026, the Company initiated reductions to its workforce (the “2026 Restructuring Plan”). We began executing the 2026 Restructuring Plan in January 2026 and it was effectively completed during the second quarter of 2026.
In March 2025, the Company announced initiatives to reduce its workforce, realign its manufacturing footprint and streamline its organization to enhance operational efficiency and improve overall liquidity (the “2025 Restructuring Plan”). We began executing the 2025 Restructuring Plan in March 2025 and it was effectively completed during the fourth quarter of 2025.
During the three months ended September 30, 2026 and 2025, the Company incurred $
| | | | | | | | | | | |
| Three months ended September 30, | | Nine months ended September 30, | ||||||||
| 2026 | | 2025 | | 2026 | | 2025 | ||||
Employee severance and benefit arrangements | $ | — | | $ | | | $ | | | $ | |
Legal and professional fees | | — | | | | | | — | | | |
Lease and contract termination costs | | — | | | | | | — | | | |
Total restructuring charges | $ | — | | $ | | | $ | | | $ | |
The accrued restructuring balances as of September 30, 2026 and December 31, 2025 were recorded in the accrued expenses financial statement line item in the unaudited interim condensed consolidated balance sheets. Accrued restructuring activities during the nine months ended September 30, 2026 were as follows (in thousands):
| | |
Accrued balance as of December 31, 2025 | $ | |
Accruals and adjustments | | |
Cash payments | | ( |
Accrued balance as of March 31, 2026 | $ | |
Accruals and adjustments | | |
Cash payments | | ( |
Accrued balance as of June 30, 2026 | $ | |
Accruals and adjustments | | — |
Cash payments | | ( |
Accrued balance as of September 30, 2026 | $ | |
As of September 30, 2026, total accrued expenses related to restructuring activities were comprised of $
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16. Income Taxes
The Company recorded income tax expense of $
17. Earnings/(Loss) Per Share
Basic earnings per share of common stock are computed by dividing net income/(loss) attributable to Plug Power Inc. by the weighted average number of common stock outstanding during the reporting period. Diluted earnings per share of common stock are computed by dividing diluted net income/(loss) attributable to Plug Power Inc. by the diluted weighted average number of common stock outstanding during the period. The diluted shares are computed by using the if-converted method when calculating the potentially dilutive effect, if any, of our convertible senior notes, and the treasury stock method when calculating the potentially dilutive effect, if any, of our outstanding stock option awards, unvested restricted stock and restricted stock unit awards, and common stock warrants.
The table below details the basic and diluted earnings/(loss) per share attributable to Plug Power Inc. (in thousands, except share and per share amounts):
| | | | | | | | | | | |
| Three months ended September 30, | | Nine months ended September 30, | ||||||||
| 2026 | | 2025 | | 2026 | | 2025 | ||||
Net income/(loss) | $ | | | $ | ( | | $ | ( | | $ | ( |
Less: Net income/(loss) attributable to non-controlling interests | | ( | | | ( | | | ( | | | ( |
Net income/(loss) attributable to Plug Power Inc. - basic | $ | | | $ | ( | | $ | ( | | $ | ( |
Plus: dilutive effect of 6.75% Convertible Senior Notes | | ( | | | — | | | — | | | — |
Net income/(loss) attributable to Plug Power Inc. - diluted | $ | ( | | $ | ( | | $ | ( | | $ | ( |
| | | | | | | | | | | |
Weighted average number of common stock outstanding - basic | | | | | | | | | | | |
Dilutive effect of 6.75% Convertible Senior Notes | | | | | — | | | — | | | — |
Weighted average number of common stock outstanding - diluted | | | | | | | | | | | |
| | | | | | | | | | | |
Earnings/(loss) per share attributable to Plug Power Inc. - basic | $ | | | $ | ( | | $ | ( | | $ | ( |
Earnings/(loss) per share attributable to Plug Power Inc. - diluted | $ | ( | | $ | ( | | $ | ( | | $ | ( |
In accordance with ASC 260, Earnings Per Share, under the if-converted method, adjustments are made to the calculation numerator and denominator for applicable securities. The numerator adjustment resulting from the dilutive effect of the
The calculation of diluted earnings/(loss) per share requires that each issuance of potential common stock be considered in sequence from most dilutive to least dilutive. For the three months ended September 30, 2026, the
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securities were considered to be anti-dilutive and therefore excluded from the calculation of diluted earnings per share (refer to the table below).
Due to our net loss attributable to Plug Power Inc. for the three months ended September 30, 2025 and the nine months ended September 30, 2026 and 2025, the assumed exercise of outstanding stock option awards, the assumed vesting of outstanding restricted stock and restricted stock unit awards, the assumed conversion of convertible debt instruments, and the assumed exercise of outstanding common stock warrants had an anti-dilutive effect on diluted loss per share for the period and were excluded.
The following table presents the potential common stock outstanding that were excluded from the computation of diluted earnings/(loss) per share as of the periods presented as including them would have been anti-dilutive:
| | | | | | | | |
| | Three months ended September 30, | | Nine months ended September 30, | ||||
| | 2026 | | 2025 | | 2026 | | 2025 |
Stock option awards outstanding | | |
| |
| |
| |
Restricted stock and restricted stock unit awards outstanding | | |
| |
| |
| |
Common stock warrants | | | | | | | | |
Convertible debt instruments | | — |
| |
| |
| |
Number of dilutive potential shares of common stock | | |
| |
| |
| |
18. Segment Reporting
Our organization is managed from a sales perspective based on “go-to-market” sales channels, emphasizing shared learning across end-user applications and common supplier/vendor relationships. These sales channels are structured to serve a range of customers for our products and services. As a result of this structure, we concluded that we have
The information regularly provided to the CODM used to assess performance and allocate resources is the same as the Company’s consolidated financial statements. The measure of segment profit or loss used by the CODM in assessing segment performance and how to allocate resources is consolidated net income/(loss) which is presented in the unaudited interim condensed consolidated statements of operations. The CODM uses net income/(loss) in strategic planning, for example, decision making of whether to allocate resources towards strengthening sales channels, investing in research and development, focusing on cost-down initiatives, and/or analyzing Company overhead in respect to specific products and service lines. Net income/(loss) is also used to monitor budget versus actual results and is considered in assessments related to company-wide incentive compensation. The significant segment expenses included within the segment measure of profit or loss are total costs of revenue, research and development expense, selling, general and administrative expense, and impairment expense. The CODM is not regularly provided a measure of segment assets.
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The following table presents reported segment revenue, significant segment expenses, other segment items and segment measure of profit/(loss):
| | | | | | | | | | | | |
| | Three months ended September 30, | | Nine months ended September 30, | ||||||||
| | 2026 | | 2025 | | 2026 | | 2025 | ||||
Total net revenue | | $ | | | $ | | | $ | | | $ | |
Cost of revenue: | | | | | | | | | | | | |
Sales of equipment, related infrastructure and other | | $ | ( | | $ | ( | | $ | ( | | $ | ( |
Services performed on fuel cell systems and related infrastructure | | | ( | | | ( | | | ( | | | ( |
Benefit for loss contracts related to service | | | | | | | | | | | | |
Power purchase agreements | | | ( | | | ( | | | ( | | | ( |
Fuel delivered to customers and related equipment | | | ( | | | ( | | | ( | | | ( |
Other costs of revenue | | | ( | | | ( | | | ( | | | ( |
Operating expenses: | | | | | | | | | | | | |
Research and development | | $ | ( | | $ | ( | | $ | ( | | $ | ( |
Selling, general and administrative | | | ( | | | ( | | | ( | | | ( |
Impairment | | | ( | | | ( | | | ( | | | ( |
Other segment items, net(1) | | $ | | | $ | ( | | $ | ( | | $ | ( |
Consolidated net income/(loss) | | $ | | | $ | ( | | $ | ( | | $ | ( |
| (1) |
19. Commitments and Contingencies
Restricted Cash
In connection with certain sale/leaseback agreements, cash of $
As of September 30, 2026 and December 31, 2025, the Company had $
Tariff Refunds
In February 2026, the U.S. Supreme Court held that the International Emergency Economic Powers Act does not authorize the President of the United States to impose tariffs, thereby invalidating certain tariffs previously imposed under that Act. Following the ruling, U.S. Customs and Border Protection implemented a refund process for tariffs paid under the invalidated authority. During the nine months ended September 30, 2026, the Company recorded a reduction to inventory of $
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Litigation
Legal matters are handled in the ordinary course of business. The outcome of any such matters, regardless of the merits, is inherently uncertain; therefore, assessing the likelihood of loss and any estimated damages is difficult and subject to considerable judgment. Liabilities for loss contingencies arising from claims, assessments, litigation, fines, and penalties and other sources are recorded when it is probable that a liability has been incurred and the amount can be reasonably estimated. Legal costs incurred in connection with loss contingencies are expensed as incurred. While we are not in a position to accurately predict the outcome of any legal or other proceedings, where there is at least a reasonable possibility that a loss may be incurred, GAAP requires us to disclose an estimate of the reasonably possible loss or range of loss, if material, or make a statement that such an estimate cannot be made. Except as described below, a reasonably possible loss or range of loss associated with any individual legal proceeding cannot be currently estimated.
Securities Litigation and Related Stockholder Derivative Litigation
2023 Securities Action and Related Derivative Litigation
A consolidated action is pending in the United States District Court for the District of Delaware asserting claims under the federal securities laws against the Company and certain of its senior officers on behalf of a putative class of purchasers of the Company’s securities, styled In re Plug Power, Inc. Securities Litigation, No. 1:23-cv-04090576-JLHMN (the “2023 Securities Action”). The plaintiffs filed a consolidated complaint on September 28, 2023, in which they assert claims under the federal securities laws against the Company and four of its former and current senior officers, Andrew Marsh, Paul Middleton, Sanjay Shrestha, and former officer David Mindnich, on behalf of a putative class of purchasers of the Company’s common stock between January 19, 2022 and March 1, 2023. The complaint alleges that the defendants made “materially false and/or misleading statements” about the Company’s business and operations, including the Company’s revenue goals for 2022, its ability to effectively manage its supply chain and product manufacturing, and its progress in construction of new hydrogen production capacity. On February 4, 2025, the Court issued an opinion and order dismissing the consolidated complaint, with leave to replead. The plaintiffs filed an amended complaint on February 25, 2025, in which they no longer name Mr. Mindnich. Defendants filed a motion to dismiss the second amended complaint on April 30, 2025. On April 20, 2026, the court issued an opinion and order granting in part and denying in part defendants’ motion to dismiss. Defendants filed an answer to the second amended complaint on May 21, 2026. On September 9, 2026, plaintiffs moved for leave to file a third amended complaint, which the Court granted. Defendants moved to dismiss the new allegations in the third amended complaint on October 9, 2026. In the interim, the parties have stipulated that all discovery and other proceedings will be stayed. At this stage, the Company is unable to form a conclusion as to the likelihood of an unfavorable outcome or an estimate of the amount or range of any possible loss resulting from the alleged claims.
Beginning on September 13, 2023, three separate actions were filed in the U.S. District Court for the District of Delaware and in the U.S. District Court for the Southern District of New York asserting claims derivatively, on behalf of the Company, against certain former and current Company officers and directors based on the allegations and claims in the 2023 Securities Action. Those cases have been consolidated in the District of Delaware under the caption In re Plug Power, Inc. Stockholder Deriv. Litig., No. 1:23-cv-01007-MN (D. Del.). The defendants named in the constituent complaint were Mr. Marsh, Mr. Middleton, Mr. Mindnich, Martin Hull, Maureen Helmer, Gregory Kenausis, George McNamee, Lucas Schneider, Jonathan Silver, Gary Willis, and current or former directors Jean Bua, Kavita Mahtani, and Kyungyeol Song. In an order entered on April 26, 2024, the Court approved the parties’ stipulation to stay all proceedings until further development in the 2023 Securities Action.
On February 27, 2026, alleged stockholder Debra Burnett filed an action in the U.S. District Court for the Northern District of New York asserting claims derivatively on behalf of the Company against certain former and current directors and officers based on allegations in the 2023 Securities Action and the 2024 Securities Action (described below). The individual defendants are Mr. Marsh, Mr. Middleton, Mr. McNamee, Ms. Bua, Ms. Helmer, Mr. Kenausis, Ms. Mahtani, Mr. Schneider, Mr. Shrestha, Mr. Silver, Mr. Song, Mr. Willis, Colin Angle, Mark Bonney, and Patrick Joggerst. On March 19, 2026, the court entered an order approving a stipulation to stay all proceedings in this case until motions to dismiss have been resolved.
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On March 9, 2026, Roberto Medina filed an action in the U.S. District Court for the Northern District of New York asserting claims derivatively on behalf of the Company against certain current and former directors and officers based on allegations in the 2026 Securities Action (described below). On May 4, 2026, the court entered an order approving a stipulation to stay all proceedings in this case pending resolution of the motion to dismiss in the 2026 Securities Action.
On March 25, 2026, Richard Modjeski filed an action in the U.S. District Court for the Northern District of New York asserting claims derivatively on behalf of the Company against certain current and former officers and directors based on allegations in the 2024 Securities Action (described below). The individual defendants are Mr. Marsh, Mr. Middleton, Mr. Shrestha, Mr. Bonney, Ms. Helmer, Mr. Joggerst, Mr. Kenausis, Ms. Mahtani, Mr. McNamee, Mr. Song, and Mr. Willis. On May 5, 2026, the court entered an order approving a stipulation to stay all proceedings in this case pending resolution of the motion to dismiss in the 2026 Securities Action. On October 16, 2026, defendants filed a consent letter requesting an extension of the stay until after the motion for reconsideration in the 2024 Securities Action. The stay request remains pending.
On May 7, 2026, Bernd H. Reimann filed an action in the U.S. District Court for the Northern District of New York asserting claims derivatively on behalf of the Company against certain current and former officers and directors based on allegations in the 2024 Securities Action (described below). On May 26, 2026, counsel for Mr. Reimann and Mr. Modjeski jointly requested that their actions be consolidated under the earlier-filed action brought by Mr. Modjeski. On August 21, 2026, the court granted that request and consolidated the Modjeski and Reimann actions.
2024 Securities Litigation
On March 22, 2024, Ete Adote filed a complaint in the United States District Court for the Northern District of New York asserting claims under the federal securities laws against the Company, Mr. Marsh, and Mr. Middleton, on behalf of an alleged class of purchasers of the Company’s common stock between May 9, 2023 and January 16, 2024, styled Adote v. Plug Power, Inc. et al., No. 1:24-cv-00406-MAD-DJS (N.D.N.Y.) (the "2024 Securities Action"). The complaint alleges that the defendants made misstatements concerning the Company’s progress in construction of new hydrogen production capacity and its ability to effectively manage its supply chain. On April 30, 2024, a second complaint asserting substantially similar claims against the same defendants, but on behalf of a putative class of purchasers of the Company’s common stock between March 1, 2023 and January 16, 2024, was filed in the Northern District of New York, styled Lee v. Plug Power, et al., No. 1:24-cv-0598-MAD-DJS (N.D.N.Y.). On November 25, 2024, the magistrate judge issued an order consolidating the two cases and appointing lead plaintiffs. Lead plaintiff filed a consolidated complaint on August 25, 2025. All defendants filed motions to dismiss the complaint, and briefing was completed on December 23, 2025. On September 28, 2026, the court granted in part and denied in part defendants’ motions to dismiss the amended complaint. Defendants filed a motion for reconsideration on October 12, 2026.
2026 Securities Litigation
On February 2, 2026, Joseph Ortolani filed a complaint in the United States District Court for the Northern District of New York asserting claims under the federal securities laws against the Company, Mr. Marsh and Mr. Middleton, on behalf of an alleged class of purchasers of Plug common stock between January 17, 2025 and November 13, 2025, styled Ortolani v. Plug Power Inc., et al., No. 1:26-cv-165-MAD-DJS (the "2026 Securities Action"). The complaint alleges that the defendants made misstatements concerning the Company’s business and operations in connection with a loan from the United States Department of Energy’s Loan Program Office for the construction of facilities that would produce and liquefy zero or low-carbon hydrogen. On May 27, 2026, the court appointed lead plaintiffs. Defendants filed their motion to dismiss on October 9, 2026.
Other Litigation
On October 23, 2024, a case entitled First Solar, Inc. v. Plug Power Inc., Index No. 655610/2024 was filed in the New York State Supreme Court, New York County, asserting a claim for breach of contract associated with a purchase order for solar panels manufactured by First Solar to be purchased by the Company. The complaint seeks monetary relief
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along with pre-judgment interest. On December 22, 2025, First Solar moved for summary judgment. On August 17, 2026, the court granted First Solar’s motion for summary judgment for the full amount sought, $
Contract Dispute Resolution
During the second quarter of 2026, the Company resolved a contract dispute with a customer. Under the terms of the agreement, the customer agreed to provide total consideration of $
Guarantee
On February 24, 2026, our joint venture, AccionaPlug S.L., entered into a subsidy agreement with the European Hydrogen Bank, which is managed by Instituto para la Diversificación y Ahorro de la Energía (“IDAE”), a Spanish governing body, to subsidize a renewable hydrogen production project in Spain. In connection with the subsidy agreement, AccionaPlug S.L. is required to meet certain performance targets. The Company has provided a guarantee of €
Unconditional Purchase Obligations
The Company has entered into certain off–balance sheet commitments that require the future purchase of goods or services (“unconditional purchase obligations”). The Company’s unconditional purchase obligations primarily consist of supplier arrangements, take or pay contracts and service agreements. For certain vendors, the Company’s unconditional obligation to purchase a minimum quantity of raw materials at an agreed upon price is fixed and determinable; while certain other raw material costs will vary due to product forecasting and future economic conditions.
Future payments under non-cancellable unconditional purchase obligations with a remaining term in excess of one year as of September 30, 2026 were as follows (in thousands):
| | |
Remainder of 2026 | | |
2027 | | |
2028 | | |
2029 | | — |
2030 | | — |
2031 and thereafter | | — |
Total | | |
During 2025, the Company finalized the renegotiation of a supplier arrangement that previously contained minimum purchase requirements. As of September 30, 2026 and December 31, 2025, the Company had a remaining liability of $
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three and nine months ended September 30, 2026, the Company made payments of $
20. Government Tax Credits
Section 48 Investment Tax Credit for Qualified Fuel Cell Properties of Energy Storage Technologies
During the first quarter of 2026, the Company determined that it qualified for the ITC for Qualified Fuel Cell Properties of Energy Storage Technologies related to its hydrogen storage and liquefaction assets at its Louisiana hydrogen plant owned by Hidrogenii, the Company’s joint venture with Olin. During the second quarter of 2026, the Company executed an ITC sales agreement for its Louisiana hydrogen production plant. The Company received aggregate cash proceeds of $
21. Variable Interest Entities
Hidrogenii
In 2022, our wholly-owned subsidiary, Plug Power LA JV, LLC, created Hidrogenii, LLC, our joint venture with Niloco Hydrogen Holdings LLC, a wholly-owned subsidiary of Olin, to support reliability of supply and speed to market for hydrogen throughout North America and to set the foundation for broader collaboration between Plug and Olin. During the second quarter of 2025, Hidrogenii placed into service a
The Company has determined Hidrogenii to be a VIE, and the Company is considered to be the VIE’s primary beneficiary as we determined we have both the power to direct the activities that most significantly impact the economic performance of the VIE and the obligation to absorb losses or the right to receive benefits that could potentially be significant to the VIE. On an ongoing basis, we are contractually obligated to certain operational funding. We consolidated the joint venture’s results within our single consolidated reportable segment. Hidrogenii has similar risks to those described in Item 1A, “Risk Factors,” in the Company’s 2025 Form 10-K.
As disclosed above in Note 20, “Government Tax Credits,” during the second quarter of 2026, the Company executed an ITC sales agreement for its Louisiana hydrogen production plant and received net cash proceeds of $
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The VIE’s assets can be used to settle only the VIE’s obligations and the creditors related to the VIE’s liabilities have no recourse against the general credit of the Company. The table below summarizes balances associated with Hidrogenii as reflected on our unaudited interim condensed consolidated balance sheets as of September 30, 2026 and December 31, 2025 (in thousands):
| | | | | | |
| | As of | ||||
| | September 30, 2026 | | December 31, 2025 | ||
Assets | | | | | | |
Cash and cash equivalents | | $ | | | $ | |
Accounts receivable | | | | | | — |
Inventory, net | | | | | | |
Prepaid expenses, tax credits and other current assets | | | | | | |
Total current assets | | | | | | |
Property, plant, and equipment, net | | | | | | |
Total assets | | $ | | | $ | |
Liabilities | | | | | | |
Accounts payable | | $ | | | $ | |
Accrued expenses | | | | | | |
Total liabilities | | $ | | | $ | |
Stockholders' equity | | | | | | |
Stockholders' equity | | $ | | | $ | |
Total stockholders' equity | | $ | | | $ | |
Total liabilities and stockholders' equity | | $ | | | $ | |
As of September 30, 2026, the Company did not have any capital commitments to Hidrogenii.
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Item 2 — Management’s Discussion and Analysis of Financial Condition and Results of Operations
The following discussion should be read in conjunction with our accompanying unaudited interim condensed consolidated financial statements and notes thereto included within this Quarterly Report on Form 10-Q, and our audited consolidated financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025 (the “2025 Form 10-K”). In addition to historical information, this Quarterly Report on Form 10-Q and the following discussion contain statements that are considered forward-looking within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). 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 relate to, among other things, our liquidity and capital resources; our ability to generate cash from operations and achieve profitability; the execution and timing of strategic initiatives, including asset monetization and capital optimization efforts; our ability to access and utilize financing arrangements, including the satisfaction of conditions precedent to, and timing and availability of funding under, such arrangements with governmental or commercial counterparties, and our continued compliance with the terms and covenants thereof; the timing, construction, commissioning and scaling of hydrogen production facilities; anticipated revenue growth, margin improvement and cost reductions; customer demand and order conversion; the development, commercialization, performance, reliability and cost competitiveness of electrolyzers, fuel cell systems, hydrogen storage and related technologies; expansion into new markets and applications, including stationary power, backup and distributed generation solutions and data center power applications, and the pace of adoption of hydrogen technologies in those markets; supply chain availability, component reliability, input cost volatility and electricity pricing trends; regulatory, environmental and trade policy developments, including the availability and impact of clean energy tax credits and other incentives and evolving administrative or interpretive guidance relating thereto; trade restrictions, tariffs, export controls and related geopolitical policy risks that could increase costs, limit market access or disrupt our supply chain; future capital expenditures and investment priorities; customer and counterparty concentration and counterparty credit risk; our expectations regarding the hydrogen economy and broader clean energy market; and our long-term growth strategy.
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, which may cause actual results, performance or achievements to differ materially from those expressed or implied by such statements.
Investors are cautioned not to unduly rely on forward-looking statements. Important factors that could cause actual results to differ materially include, among others:
| ● | our history of operating losses and negative cash flows and our ability to generate sufficient revenue and gross margin to achieve profitability; |
| ● | our need to raise additional capital and the availability of financing on acceptable terms; |
| ● | the timing and ability to complete strategic transactions, including infrastructure optimization initiatives, and the realization of expected liquidity benefits; |
| ● | our ability to successfully build, operate and optimize hydrogen production facilities at scale and within projected cost and schedule parameters, including achieving anticipated capacity utilization rates; |
| ● | supply chain constraints, component reliability issues and volatility in electricity and other input costs affecting the cost, performance and economics of our products and hydrogen production facilities; |
| ● | our ability to maintain and expand relationships with key customers and partners and the risks associated with customer or counterparty concentration (including reliance on a small number of large customers or partners); |
| ● | the timing of anticipated customer orders, including orders based on non-binding, preliminary, or informal indications of demand that remain subject to a customer's internal budgeting, procurement, and approval processes and may be delayed, reduced, or otherwise changed with little or no advance notice; |
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| ● | delays in customer adoption of hydrogen solutions or slower-than-expected development of hydrogen infrastructure or failure of the hydrogen economy to develop at the pace or scale anticipated; |
| ● | the impact of governmental incentives, including clean hydrogen production tax credits and investment tax credits, and potential changes in law, regulation or administrative guidance; |
| ● | risks associated with long-term service contracts, product performance, reliability, warranty costs and contract loss accruals; |
| ● | the safety risks inherent in hydrogen production, storage and transportation; |
| ● | our operational dependency on information technology systems and the risk of the failure of such technology, including failure to effectively prevent, detect, and recover from security compromises or breaches, including cyber-attacks; |
| ● | macroeconomic conditions, including inflation, interest rates, capital market volatility, supply chain disruption and geopolitical developments; |
| ● | trade policy risk (including tariffs and export/import controls) that could increase costs or limit access to critical components or markets; |
| ● | potential impairment charges, contract loss accrual adjustments or asset write-downs; |
| ● | dilution resulting from equity issuances or exercise of warrants and convertible instruments and volatility in our reported financial results arising from changes in the fair value of our convertible debt instruments and warrant liabilities; |
| ● | competition from existing and emerging energy technologies and alternative clean energy solutions; |
| ● | environmental, health and safety regulations and permitting requirements; and |
| ● | the other risks described under Part I, Item 1A, “Risk Factors,” and elsewhere in the Annual Report on Form 10-K for the fiscal year ended December 31, 2025, Part II, Item 1A, “Risk Factors,” of the Company’s Form 10-Q for the quarters ended March 31, 2026 and June 30, 2026, and Part II, Item 1A, "Risk Factors," of this Quarterly Report on Form 10-Q. |
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 quarters ended March 31, 2026 and June 30, 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 those 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.
References in this Quarterly Report on Form 10-Q to “Plug,” the “Company,” “we,” “our,” or “us” refer to Plug Power Inc., including as the context requires, its subsidiaries.
Overview
Plug is facilitating the paradigm shift to an increasingly electrified world by innovating cutting-edge hydrogen and fuel cell solutions.
While we continue to develop commercially viable hydrogen and fuel cell product solutions, we have expanded our offerings to support a variety of commercial operations that can be powered with clean hydrogen. 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. Plug expects to support these products and customers with an
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ecosystem of vertically integrated products that produce, transport, store and handle, dispense, and use hydrogen for mobility and power applications.
Our current product and service portfolio includes:
GenDrive: GenDrive is our hydrogen fueled PEM fuel cell system, providing power to material handling EVs, including Class 1, 2, 3 and 6 electric forklifts, automated guided vehicles, and ground support equipment.
GenFuel: GenFuel is our liquid hydrogen fueling, delivery, generation, storage, and dispensing system.
GenCare: GenCare is our ongoing “Internet of Things”-based maintenance and on-site service program for GenDrive fuel cell systems, GenSure fuel cell systems, and GenFuel hydrogen storage and dispensing products.
GenKey: GenKey is our vertically integrated “turn-key” solution combining either GenDrive or GenSure fuel cell power with GenFuel fuel and GenCare aftermarket service, offering complete simplicity to customers transitioning to fuel cell power.
GenEco Electrolyzers: The design and implementation of 5MW and 10MW electrolyzer systems that are modular, scalable hydrogen generators optimized for clean hydrogen production. Electrolyzers generate hydrogen from water using electricity and can produce “green” hydrogen when powered by renewable energy inputs, such as solar or wind power.
Liquefaction Systems: Plug’s 15 ton-per-day and 30 ton-per-day liquefiers are engineered for high efficiency, reliability, and operational flexibility — providing consistent liquid hydrogen to customers. This design increases plant reliability and availability while minimizing parasitic losses like heat leak and seal gas losses.
Cryogenic Equipment: Engineered equipment including trailers and mobile storage equipment for the distribution of liquefied hydrogen, oxygen, argon, nitrogen and other cryogenic gases.
GenSure: GenSure is our stationary fuel cell solution providing scalable, modular PEM fuel cell power to support applications on both a small and large power scale. For smaller applications, Plug’s Low Power GenSure supports backup and grid-support applications of the telecommunications, transportation, and utility sectors. Our High Power GenSure product line supports large scale stationary power, EV charging infrastructure, and data center markets.
Liquid Hydrogen: Liquid hydrogen provides an efficient fuel alternative to fossil-based energy. We produce liquid hydrogen at our production facilities in Tennessee, Georgia and Louisiana and through third-party supply arrangements, utilizing electrolyzer systems and liquefaction systems. Liquid hydrogen supply is used by customers in material handling operations, fuel cell electric vehicle fleets, and stationary power applications.
We provide our products and solutions worldwide through our direct sales force, and by leveraging relationships with original equipment manufacturers (“OEMs”) and their dealer networks. Plug is currently targeting Europe, Australia, North America and select international markets (including parts of Asia) for expansion in adoption of its hydrogen and electrolyzer solutions.
Currently, we manufacture and/or assemble our products at our manufacturing facilities in Slingerlands, New York; Rochester, New York; Houston, Texas; and Lafayette, Indiana; and have an expanded customer service center in Miamisburg, Ohio. In addition, we have hydrogen production plants in Charleston, Tennessee; Kingsland, Georgia; and St. Gabriel, Louisiana.
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Results of Operations
Our primary sources of revenue are from sales of equipment, related infrastructure and other, services performed on fuel cell systems and related infrastructure, power purchase agreements, and fuel delivered to customers and related equipment. A certain portion of our sales result from acquisitions in legacy markets, which we are working to transition to renewable solutions. 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. 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 power purchase agreements primarily represents payments received from customers who make monthly payments to access the Company’s GenKey solution. Revenue associated with fuel delivered to customers and related equipment represents the sale of hydrogen to customers that has been purchased by the Company from a third party or generated at our hydrogen production plants.
Provision for Common Stock Warrants
On August 24, 2022, the Company issued a warrant to Amazon.com NV Investment Holdings LLC, a wholly owned subsidiary of Amazon.com, Inc. (“Amazon”) (the “2022 Amazon Warrant”) to acquire up to 16,000,000 shares of the Company’s common stock, subject to certain vesting events, described in Note 12, “Stockholders’ Equity - Share-Based Consideration Payable to a Customer.”
In 2017, the Company issued a warrant to Walmart Inc. (“Walmart”) (the “2017 Walmart Warrant”) to purchase up to 55,286,696 shares of the Company’s common stock, subject to certain vesting events. On December 30, 2025, Walmart forfeited the vested portion and the unvested portion was cancelled, so no shares will become issuable. The remaining provision continues to be recognized as a reduction of revenue as described in Note 12, “Stockholders’ Equity - Share-Based Consideration Payable to a Customer.”
The amount of provision for the 2022 Amazon Warrant and 2017 Walmart Warrant recorded as a reduction of revenue during the three and nine months ended September 30, 2026 and 2025, respectively, is shown in the table below (in thousands):
| | | | | | | | | | | |
| Three months ended September 30, | | Nine months ended September 30, | ||||||||
| 2026 | | 2025 | | 2026 | | 2025 | ||||
Sales of equipment, related infrastructure and other | $ | (7,192) | | $ | (1,083) | | $ | (13,705) | | $ | (3,320) |
Services performed on fuel cell systems and related infrastructure |
| (3,472) | |
| (2,196) | |
| (8,730) | |
| (5,134) |
Power purchase agreements |
| (1,127) | |
| (2,291) | |
| (3,771) | |
| (6,649) |
Fuel delivered to customers and related equipment |
| (2,604) | |
| (5,296) | |
| (7,139) | |
| (14,362) |
Total | $ | (14,395) | | $ | (10,866) | | $ | (33,345) | | $ | (29,465) |
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Net revenue, cost of revenue, gross profit/(loss) and gross margin/(loss) during the three and nine months ended September 30, 2026 and 2025 were as follows (in thousands):
| | | | | | | | | | | | | | | | | | | | | | | |
| Three months ended | | Nine months ended | ||||||||||||||||||||
| | | | Cost of | | Gross | | Gross | | | | | | Cost of | | Gross | | Gross | | ||||
| Net Revenue | | Revenue | | Profit/(Loss) | | Margin/(Loss) |
| | Net Revenue | | Revenue | | Profit/(Loss) | | Margin/(Loss) |
| ||||||
For the period ended September 30, 2026 | | | | | | | | | | | | | | | | | | | | | | | |
Sales of equipment, related infrastructure and other | $ | 105,739 | | $ | 106,118 | | $ | (379) |
| (0.4) | % | | $ | 266,659 | | $ | 271,771 | | $ | (5,112) |
| (1.9) | % |
Services performed on fuel cell systems and related infrastructure |
| 29,013 | |
| 20,154 | |
| 8,859 |
| 30.5 | % | |
| 80,827 | |
| 56,299 | |
| 24,528 |
| 30.3 | % |
(Benefit)/provision for loss contracts related to service | | — | | | (10,393) | | | 10,393 | | N/A | | | | — | | | (33,881) | | | 33,881 | | N/A | |
Power purchase agreements |
| 27,710 | |
| 32,175 | |
| (4,465) |
| (16.1) | % | |
| 80,932 | |
| 107,323 | |
| (26,391) |
| (32.6) | % |
Fuel delivered to customers and related equipment |
| 38,110 | |
| 57,889 | |
| (19,779) |
| (51.9) | % | |
| 113,377 | |
| 169,276 | |
| (55,899) |
| (49.3) | % |
Other |
| 30 | |
| 17 | |
| 13 |
| 43.3 | % | |
| 619 | |
| 266 | |
| 353 |
| 57.0 | % |
Total | $ | 200,602 | | $ | 205,960 | | $ | (5,358) |
| (2.7) | % | | $ | 542,414 | | $ | 571,054 | | $ | (28,640) |
| (5.3) | % |
For the period ended September 30, 2025 | | | | | | | | | | | | | | | | | | | | | | | |
Sales of equipment, related infrastructure and other | $ | 96,773 | | $ | 171,501 | | $ | (74,728) |
| (77.2) | % | | $ | 259,452 | | $ | 363,337 | | $ | (103,885) |
| (40.0) | % |
Services performed on fuel cell systems and related infrastructure |
| 19,742 | |
| 20,083 | |
| (341) |
| (1.7) | % | |
| 52,983 | |
| 44,541 | |
| 8,442 |
| 15.9 | % |
(Benefit)/provision for loss contracts related to service | | — | | | (4,343) | | | 4,343 | | N/A | | | | — | | | (6,287) | | | 6,287 | | N/A | |
Power purchase agreements |
| 24,604 | |
| 45,573 | |
| (20,969) |
| (85.2) | % | |
| 71,447 | |
| 140,777 | |
| (69,330) |
| (97.0) | % |
Fuel delivered to customers and related equipment |
| 35,912 | |
| 64,392 | |
| (28,480) |
| (79.3) | % | |
| 99,768 | |
| 189,382 | |
| (89,614) |
| (89.8) | % |
Other |
| 24 | |
| 14 | |
| 10 |
| 41.7 | % | |
| 1,049 | |
| 440 | |
| 609 |
| 58.1 | % |
Total | $ | 177,055 | | $ | 297,220 | | $ | (120,165) |
| (67.9) | % | | $ | 484,699 | | $ | 732,190 | | $ | (247,491) |
| (51.1) | % |
Net Revenue
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 September 30, 2026 increased $8.9 million, or 9.3%, to $105.7 million from $96.8 million for the three months ended September 30, 2025. Primarily contributing to the increase in revenue from sales of equipment, related infrastructure and other was an increase in revenue from sales of hydrogen infrastructure of $42.4 million due to volume, with nine hydrogen site installations recognized during the three months ended September 30, 2026 compared to no site installations recognized during the three months ended September 30, 2025. In addition, revenue from sales of fuel cell systems increased $9.5 million primarily due to volume of GenDrive units sold, with 1,136 units sold during the three months ended September 30, 2026 compared to 540 units sold during the three months ended September 30, 2025. Partially offsetting these increases in revenue, there was a decrease in revenue from sales of electrolyzers of $40.4 million due to timing of deployments. In addition, there was a decrease in revenue from sales of cryogenic equipment and liquefiers of $1.5 million primarily due to volume, with 44 units sold during the three months ended September 30, 2026 compared to 52 units sold during the three months ended September 30, 2025. Finally, there was a decrease of $1.1 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 $7.2 million during the three months ended September 30, 2026 compared to $1.1 million during the three months ended September 30, 2025.
Revenue from sales of equipment, related infrastructure and other for the nine months ended September 30, 2026 increased $7.2 million, or 2.8%, to $266.7 million from $259.5 million for the nine months ended September 30, 2025. Primarily contributing to the increase in revenue from sales of equipment, related infrastructure and other was an increase in revenue from sales of hydrogen infrastructure of $46.0 million due to volume, with 14 hydrogen site installations recognized during the nine months ended September 30, 2026 compared to four site installations recognized during the nine months ended September 30, 2025. In addition, there was an increase in revenue from sales of fuel cell systems of $21.0 million due to volume of GenDrive units sold, with 3,339 units sold during the nine months ended September 30, 2026 compared to 2,127 units sold during the nine months ended September 30, 2025. Partially offsetting these increases
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in revenue, there was a decrease in revenue from sales of electrolyzers of $40.4 million due to timing of deployments. In addition, there was a decrease in revenue from sales of cryogenic equipment and liquefiers of $19.6 million primarily due to volume, with 114 units sold during the nine months ended September 30, 2026 compared to 188 units sold during the nine months ended September 30, 2025, as well as product mix. 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 $13.7 million during the nine months ended September 30, 2026 compared to $3.3 million during the nine months ended September 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 September 30, 2026 increased $9.3 million, or 47.0%, to $29.0 million from $19.7 million for the three months ended September 30, 2025. The increase in revenue from services performed on fuel cell systems and related infrastructure was primarily due to an increase in orders for alterations and upgrades for commissioned infrastructure as well as an increase in pricing. In addition, the average number of GenDrive units under maintenance contracts increased to 26,932 units during the three months ended September 30, 2026 compared to 23,880 units during the three months ended September 30, 2025. Partially offsetting the increases in revenue described above, the provision for common stock warrants recorded as a reduction of revenue from services performed on fuel cell systems and related infrastructure increased to $3.5 million during the three months ended September 30, 2026 compared to $2.2 million during the three months ended September 30, 2025.
Revenue from services performed on fuel cell systems and related infrastructure for the nine months ended September 30, 2026 increased $27.8 million, or 52.6%, to $80.8 million from $53.0 million for the nine months ended September 30, 2025. The increase in revenue from services performed on fuel cell systems and related infrastructure was primarily due to an increase in orders for alterations and upgrades for commissioned infrastructure and an increase in pricing. In addition, the average number of GenDrive units under maintenance contracts increased to 26,193 units during the nine months ended September 30, 2026 compared to 23,553 units during the nine months ended September 30, 2025. Partially offsetting the increases in revenue described above, the provision for common stock warrants recorded as a reduction of revenue from services performed on fuel cell systems and related infrastructure increased to $8.7 million during the nine months ended September 30, 2026 compared to $5.1 million during the nine months ended September 30, 2025.
Revenue – power purchase agreements. Revenue from Power Purchase Agreements (“PPAs”) represents payments received from customers for power generated through the provision of equipment and service. Revenue from PPAs for the three months ended September 30, 2026 increased $3.1 million, or 12.6%, to $27.7 million from $24.6 million for the three months ended September 30, 2025. The increase in revenue from PPAs was primarily due to an increase in pricing rates during the third quarter of 2026 compared to the third quarter of 2025. In addition, the provision for common stock warrants recorded as a reduction of revenue from PPAs decreased to $1.1 million during the three months ended September 30, 2026 compared to $2.3 million during the three months ended September 30, 2025.
Revenue from PPAs for the nine months ended September 30, 2026 increased $9.5 million, or 13.3%, to $80.9 million from $71.4 million for the nine months ended September 30, 2025. The increase in revenue from PPAs was primarily due to increases in pricing described above. In addition, the provision for common stock warrants recorded as a reduction of revenue from PPAs decreased to $3.8 million during the nine months ended September 30, 2026 compared to $6.6 million during the nine months ended September 30, 2025.
Revenue – fuel delivered to customers and related equipment. Revenue from fuel delivered to customers and related equipment represents the sale of hydrogen that has been purchased by the Company from a third party or generated at our hydrogen production plants. Revenue from fuel delivered to customers and related equipment during the three months ended September 30, 2026 increased $2.2 million, or 6.1%, to $38.1 million from $35.9 million during the three months ended September 30, 2025. The increase in revenue was primarily due to an increase in the average selling price of fuel. In addition, the provision for common stock warrants recorded as a reduction of revenue from fuel delivered to customers and related equipment decreased to $2.6 million during the three months ended September 30, 2026 compared
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to $5.3 million during the three months ended September 30, 2025. These increases were partially offset by a decrease in volume of fuel kilograms sold.
Revenue from fuel delivered to customers and related equipment during the nine months ended September 30, 2026 increased $13.6 million, or 13.6%, to $113.4 million from $99.8 million during the nine months ended September 30, 2025. The increase in revenue was primarily due to the increase in average selling price of fuel and increase in volume of fuel kilograms sold. In addition, the provision for common stock warrants recorded as a reduction of revenue from fuel delivered to customers and related equipment decreased to $7.1 million during the nine months ended September 30, 2026 compared to $14.4 million during the nine months ended September 30, 2025.
Cost of Revenue
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 September 30, 2026 decreased $65.4 million, or 38.1%, to $106.1 million from $171.5 million during the three months ended September 30, 2025. The decrease in cost of revenue from sales of equipment, related infrastructure and other was primarily due to a decrease in cost of revenue related to sales of electrolyzer stacks and systems and a decrease in cost of revenue related to sales of cryogenic equipment and liquefiers during the three months ended September 30, 2026 primarily due to the decreases in volume described above as well as decreased labor and overhead costs resulting from the Company’s restructuring activities. In addition, cost of revenue related to sales of fuel cell systems decreased due to decreased labor and overhead costs resulting from the Company’s restructuring activities. Finally, the Company recorded inventory valuation adjustments of $7.1 million during the three months ended September 30, 2026, a decrease compared to $65.4 million recorded during the three months ended September 30, 2025. Partially offsetting these decreases, the cost of revenue related to sales of hydrogen infrastructure increased during the three months ended September 30, 2026 primarily due to the increases in volume described above. Gross loss decreased to (0.4%) for the three months ended September 30, 2026 compared to (77.2%) for the three months ended September 30, 2025. The decrease in gross loss was primarily due to decreased labor and overhead costs resulting from the Company’s restructuring activities, increased volume of units sold, decreased inventory valuation adjustments, increased pricing, and product mix.
Cost of revenue from sales of equipment, related infrastructure and other during the nine months ended September 30, 2026 decreased $91.5 million, or 25.2%, to $271.8 million from $363.3 million during the nine months ended September 30, 2025. The decrease in cost of revenue from sales of equipment, related infrastructure and other was primarily due to the decreases in volume and decreased labor and overhead costs described above. In addition, the Company recorded inventory valuation adjustments of $21.8 million during the nine months ended September 30, 2026, a decrease compared to $90.0 million recorded during the nine months ended September 30, 2025. Gross loss decreased to (1.9%) for the nine months ended September 30, 2026 compared to (40.0%) for the nine months ended September 30, 2025. The decrease in gross loss was primarily due to decreased labor and overhead costs resulting from the Company’s restructuring activities, increased volume of units sold, decreased inventory valuation adjustments, increased pricing, and product mix.
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 during the three months ended September 30, 2026 increased $0.1 million, or 0.4%, to $20.2 million from $20.1 million during the three months ended September 30, 2025. The increase in cost of revenue was primarily due to volume, with an increase in orders for alterations and upgrades for commissioned infrastructure and an increase in the average number of GenDrive units under maintenance contracts described above, partially offset by a decrease in cost of service parts. In addition, the Company recorded no inventory valuation adjustments during the three months ended September 30, 2026, a decrease compared to $6.0 million recorded during the three months ended September 30, 2025. Gross margin increased to 30.5% for the three months ended
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September 30, 2026 compared to gross loss of (1.7%) for the three months ended September 30, 2025. The change from gross loss to gross margin was primarily due to cost improvement on service parts and improved stack reliability, decreased inventory valuation adjustments, increased pricing, and an increase in orders for alterations and upgrades for commissioned infrastructure.
Cost of revenue from services performed on fuel cell systems and related infrastructure during the nine months ended September 30, 2026 increased $11.8 million, or 26.4%, to $56.3 million from $44.5 million during the nine months ended September 30, 2025. The increase in cost of revenue was primarily due to volume, with an increase in orders for alterations and upgrades for commissioned infrastructure and an increase in the average number of GenDrive units under maintenance contracts described above, as well as an increase in cost of service parts. Partially offsetting the increase in cost of revenue from services performed on fuel cell systems and related infrastructure, the Company recorded inventory valuation adjustments of $32 thousand during the nine months ended September 30, 2026, a decrease compared to $6.9 million recorded during the nine months ended September 30, 2025. Gross margin increased to 30.3% for the nine months ended September 30, 2026 compared to 15.9% for the nine months ended September 30, 2025. The increase in gross margin was primarily due to cost improvement on service parts and improved stack reliability, decreased inventory valuation adjustments, increased pricing, and an increase in orders for alterations and upgrades for commissioned infrastructure.
Cost of revenue – benefit for loss contracts related to service. The Company recorded a benefit for loss contracts related to service of $10.4 million during the three months ended September 30, 2026 compared to a benefit for loss contracts related to service of $4.3 million during the three months ended September 30, 2025. The increase in the benefit was primarily due to improved pricing structure as well as reductions in cost to service our GenDrive units due to improved stack reliability and increased labor utilization.
The Company recorded a benefit for loss contracts related to service of $33.9 million during the nine months ended September 30, 2026 compared to a benefit for loss contracts related to service of $6.3 million during the nine months ended September 30, 2025. The increase in the benefit was primarily due to improved pricing structure as well as reductions in cost to service our GenDrive units due to improved stack reliability and increased labor utilization. In addition, during the second quarter of 2026, the Company recorded a benefit for loss contracts related to service of $7.5 million due to a contract termination.
Cost of revenue – power 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 during the three months ended September 30, 2026 decreased $13.4 million, or 29.4%, to $32.2 million from $45.6 million during the three months ended September 30, 2025. The decrease in cost of revenue during the three months ended September 30, 2026 was primarily due to improved stack reliability and decreased labor and overhead costs resulting from a decrease in operating lease costs from strategic buy-outs of the Company’s operating lease liabilities during the first three quarters of 2026. Gross loss decreased to (16.1%) during the three months ended September 30, 2026 compared to (85.2%) during the three months ended September 30, 2025. The decrease in gross loss was primarily due to improved pricing and the reduction in operating lease costs described above.
Cost of revenue from PPAs during the nine months ended September 30, 2026 decreased $33.5 million, or 23.8%, to $107.3 million from $140.8 million during the nine months ended September 30, 2025. The decrease in cost of revenue during the nine months ended September 30, 2026 was primarily due to improved stack reliability and decreased labor and overhead costs resulting from a decrease in operating lease costs from strategic buy-outs of the Company’s operating lease liabilities during the first three quarters of 2026. Gross loss decreased to (32.6%) during the nine months ended September 30, 2026 compared to (97.0%) during the nine months ended September 30, 2025. The decrease in gross loss was primarily due to improved pricing and the reduction in operating lease costs described 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 during the three months ended September 30, 2026 decreased $6.5 million, or 10.1%, to $57.9 million from $64.4 million during the three months ended
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September 30, 2025. The decrease in cost of revenue was primarily due to lower internal fuel production costs and a decrease in the average cost of purchased fuel. Gross loss decreased to (51.9%) during the three months ended September 30, 2026 compared to (79.3%) during the three months ended September 30, 2025. The decrease in gross loss was primarily due to an increase in the average selling price of fuel, a decrease in the average cost of purchased fuel and lower internal fuel production costs.
Cost of revenue from fuel delivered to customers during the nine months ended September 30, 2026 decreased $20.1 million, or 10.6%, to $169.3 million from $189.4 million during the nine months ended September 30, 2025. The decrease in cost of revenue was primarily due to lower internal fuel production costs and a decrease in the average cost of purchased fuel. Gross loss decreased to (49.3%) during the nine months ended September 30, 2026 compared to (89.8%) during the nine months ended September 30, 2025. The decrease in gross loss was primarily due to an increase in the average selling price of fuel, a decrease in the average cost of purchased fuel and lower internal fuel production costs.
Operating Expenses
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 September 30, 2026 decreased $3.5 million, or 22.1%, to $12.6 million from $16.1 million for the three months ended September 30, 2025. The decrease was primarily due to a decrease in government-sponsored research and development project expense.
Research and development expense for the nine months ended September 30, 2026 decreased $7.6 million, or 16.6%, to $38.1 million from $45.7 million for the nine months ended September 30, 2025. The decrease was primarily due to headcount reductions resulting from the Company’s 2025 Restructuring Plan as well as a decrease in government-sponsored research and development project expense, partially offset by an increase in system and component materials expense.
Selling, general and administrative. Selling, general and administrative expenses include cash and non-cash stock 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 three months ended September 30, 2026 decreased $42.3 million, or 38.2%, to $68.3 million from $110.6 million for the three months ended September 30, 2025. The decrease was primarily due to a decrease in contract termination fees, a decrease in credit loss provisions, a gain on extinguishment of operating lease liability of $6.6 million, and a decrease in compensation, partially offset by an increase in litigation costs.
Selling, general and administrative expenses for the nine months ended September 30, 2026 decreased $111.5 million, or 39.9%, to $167.8 million from $279.3 million for the nine months ended September 30, 2025. The decrease was primarily due to an increase in recoveries of previously-impaired assets of $39.7 million, as disclosed in Note 2, “Summary of Significant Accounting Policies,” a decrease in contract termination fees, a decrease in credit loss provisions, headcount reductions resulting from the Company’s 2025 Restructuring Plan and reductions to the Company’s depreciation and amortization expense resulting from the Company’s impairment recorded during the fourth quarter of 2025. These decreases were partially offset by increases in litigation costs and stock-based compensation expense.
Gain on sale of property, plant, and equipment. Gain on sale of property, plant, and equipment consists of the gain related to the sale of the Company’s high-voltage electrical infrastructure assets, as disclosed in Note 4, “Property, Plant, and Equipment.” Gain on sale of property, plant, and equipment during the three months ended September 30, 2026 increased to $25.8 million compared to $0 during the three months ended September 30, 2025 as the sale occurred during the third quarter of 2026.
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Gain on sale of property, plant, and equipment during the nine months ended September 30, 2026 increased to $25.8 million compared to $0 during the nine months ended September 30, 2025 as the sale of the Company’s high-voltage electrical infrastructure assets occurred during the third quarter of 2026.
Restructuring. Expenses related to restructuring activities for the three months ended September 30, 2026 decreased $5.5 million, or 100.0%, to $0 from $5.5 million for the three months ended September 30, 2025. The decrease was due to lower severance and benefits expenses resulting from restructuring activities during the three months ended September 30, 2026, which impacted fewer employees than from restructuring activities during the three months ended September 30, 2025.
Expenses related to restructuring activities for the nine months ended September 30, 2026 decreased $24.0 million, or 93.7%, to $1.6 million from $25.6 million for the nine months ended September 30, 2025. The decrease was due to lower severance and benefits expenses resulting from restructuring activities during the nine months ended September 30, 2026, which impacted fewer employees than from restructuring activities during the nine months ended September 30, 2025.
Impairment. Impairment for the three months ended September 30, 2026 decreased $80.9 million, or 82.9%, to $16.6 million from $97.5 million for the three months ended September 30, 2025. The decrease was primarily due to the Company recording lower impairment charges on long-lived assets during the three months ended September 30, 2026. See Note 2, “Summary of Significant Accounting Policies,” for further information.
Impairment for the nine months ended September 30, 2026 decreased $79.3 million, or 66.6%, to $39.9 million from $119.2 million for the nine months ended September 30, 2025. The decrease was primarily due to the Company recording lower impairment charges on long-lived assets during the nine months ended September 30, 2026. See Note 2, “Summary of Significant Accounting Policies,” for further information.
Change in fair value of contingent consideration. The change in fair value of contingent consideration consists of 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 September 30, 2026 and 2025 was ($1.8) million and ($1.1) million, respectively. The decreases in change in fair value of contingent consideration during the three months ended September 30, 2026 and 2025 were primarily due to changes in management assumptions related to the Joule earn-out.
The change in fair value of contingent consideration for the nine months ended September 30, 2026 and 2025 was ($1.4) million and ($13.1) million, respectively. The decreases in change in fair value of contingent consideration during the nine months ended September 30, 2026 and 2025 were primarily due to changes in management assumptions related to the Joule earn-out.
Non-Operating Gains/(Losses)
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 September 30, 2026 decreased $2.2 million compared to the three months ended September 30, 2025. The decrease was primarily due to the decrease in the Company’s average restricted cash balance during the third quarter of 2026.
Interest income for the nine months ended September 30, 2026 decreased $6.8 million compared to the nine months ended September 30, 2025. The decrease was primarily due to the decrease in the Company’s average restricted cash balance during the first three quarters 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 expense for the three months ended September 30, 2026 increased $2.8 million compared to the three months ended September 30, 2025. The increase was primarily due to interest expense of $3.6 million incurred related to ongoing litigation during the third quarter of 2026.
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Interest expense for the nine months ended September 30, 2026 increased $9.6 million compared to the nine months ended September 30, 2025. The increase was primarily due to interest expense incurred related to the 6.75% Convertible Senior Notes, which were issued during the fourth quarter of 2025.
Other (expense)/income, net. Other (expense)/income, net primarily consists of gains and losses related to energy contracts and foreign currency transactions. Other expense, net during the three months ended September 30, 2026 was $1.1 million compared to other income, net of $3.5 million during the three months ended September 30, 2025. The change from other income, net to other expense, net was primarily due to foreign currency transaction losses recorded during the three months ended September 30, 2026 compared to foreign currency transaction gains recorded during the three months ended September 30, 2025.
Other expense, net during the nine months ended September 30, 2026 was $7.2 million compared to other income, net of $8.6 million during the nine months ended September 30, 2025. The change from other income, net to other expense, net was primarily due to foreign currency transaction losses recorded during the nine months ended September 30, 2026 compared to foreign currency transaction gains recorded during the nine months ended September 30, 2025.
Gain/(loss) on extinguishment of convertible debt instruments and finance obligations. Gain/(loss) on extinguishment of convertible debt instruments and finance obligations consists of gains/(losses) that arise from retirement of the Company’s convertible debt instruments, debt and finance obligations before maturity. During the three months ended September 30, 2026 and 2025, the Company recorded a gain on extinguishment of convertible debt instruments and finance obligations of $0.2 million and $0, respectively. The gain on extinguishment of convertible debt instruments and finance obligations recorded during the three months ended September 30, 2026 was due to net gains on the extinguishment of finance obligations.
During the nine months ended September 30, 2026 and 2025, the Company recorded a gain/(loss) on extinguishment of convertible debt instruments and finance obligations of $1.9 million and ($9.1) million, respectively. The gain on extinguishment of convertible debt instruments and finance obligations recorded during the nine months ended September 30, 2026 was due to net gains on the extinguishment of finance obligations. The losses recorded during the nine months ended September 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 September 30, 2026, the Company recorded a change in fair value of convertible debt instruments of $108.3 million compared to a change in fair value of convertible debt instruments of $0 during the three months ended September 30, 2025. The increase in gains resulting from changes in the fair value of convertible debt instruments during the three months ended September 30, 2026 was primarily due to a decrease in the Company’s common stock price.
During the nine months ended September 30, 2026, the Company recorded a change in fair value of convertible debt instruments of ($36.7) million compared to a change in fair value of convertible debt instruments of $1.9 million during the nine months ended September 30, 2025. The increase in losses resulting from changes in the fair value of convertible debt instruments during the nine months ended September 30, 2026 was primarily due to changes in certain Level 3 unobservable inputs utilized in the calculation of the fair value of the 6.75% Convertible Senior Notes, partially offset by a decrease in the Company’s common stock price.
Change in fair value of debt. Change in fair value of debt consists of gains/(losses) that arise from the changes in fair value of the Company’s debt. During the three months ended September 30, 2026 and 2025, the Company recorded a change in fair value of debt of $0 and ($2.7) million, respectively. The decrease in losses on change in fair value of debt during the three months ended September 30, 2026 was primarily due to the 15.00% Secured Debenture, which was issued during the second quarter of 2025 and fully settled during the fourth quarter of 2025.
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During the nine months ended September 30, 2026 and 2025, the Company recorded a change in fair value of debt of $0 and ($6.1) million, respectively. The decrease in losses on change in fair value of debt during the nine months ended September 30, 2026 was primarily due to the 15.00% Secured Debenture, which was issued during the second quarter of 2025 and fully settled during the fourth quarter of 2025.
Change in fair value of warrant liabilities. Change in fair value of warrant liabilities consists of gains/(losses) that arise from the changes in fair value of the Company’s $7.75 Warrants. During the three months ended September 30, 2026, the Company recorded gains related to the change in fair value of warrant liabilities of $84.2 million primarily due to a decrease in the Company’s common stock price compared to no change in fair value of warrant liabilities during the three months ended September 30, 2025 as the $7.75 Warrants were issued during the fourth quarter of 2025.
During the nine months ended September 30, 2026, the Company recorded gains related to the change in fair value of warrant liabilities of $0.2 million compared to no change in fair value of warrant liabilities during the nine months ended September 30, 2025 as the $7.75 Warrants were issued during the fourth quarter of 2025.
Gain/(loss) on equity method investments and non-marketable securities. Gain/(loss) on equity method investments and non-marketable securities consists of our interest in AccionaPlug S.L., which is our 50/50 joint venture with Acciona Generación Renovable, S.A., our interest in Clean H2 Infra Fund and gains/(losses) resulting from sales of the Company’s non-marketable securities. 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. During the three months ended September 30, 2026, the Company recorded a gain of $14 thousand on equity method investments and non-marketable securities compared to a loss of $3.3 million during the three months ended September 30, 2025. The change from loss to gain on equity method investments and non-marketable securities was primarily due to a gain of $0.3 million recognized on the sale of a non-marketable security during the third quarter of 2026.
During the nine months ended September 30, 2026, the Company recorded a loss of $1.1 million on equity method investments and non-marketable securities compared to a loss of $51.5 million during the nine months ended September 30, 2025. The decrease in loss on equity method investments and non-marketable securities was primarily due to the Company recording an other-than-temporary impairment loss of $42.5 million related to the Company’s investment in one of its equity method investments due to a decline in market conditions during the nine months ended September 30, 2025. In addition, the Company did not recognize losses related to SK Plug Hyverse during the nine months ended September 30, 2026 as the Company sold its entire 49% equity interest in SK Plug Hyverse during the fourth quarter of 2025.
Income Taxes
The Company recorded income tax expense of $44 thousand and $92 thousand during the three months ended September 30, 2026 and 2025, respectively. The Company recorded income tax expense of $292 thousand and $104 thousand during the nine months ended September 30, 2026 and 2025, respectively. The income tax expense for the three and nine months ended September 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 September 30, 2026, the Company’s Netherlands subsidiary maintains a full valuation allowance on its deferred tax assets that will not be realized.
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Liquidity and Capital Resources
A summary of our consolidated sources and uses of cash, cash equivalents and restricted cash was as follows (in thousands):
| | | | | |
| Nine months ended September 30, | ||||
| 2026 | | 2025 | ||
Net cash (used in)/provided by: | | | | | |
Operating activities | $ | (320,525) | | $ | (387,192) |
Investing activities | | 17,756 | | | (117,708) |
Financing activities | | (85,108) | | | 313,084 |
Operating Activities
The net cash used in operating activities during the nine months ended September 30, 2026 and 2025 was $320.5 million and $387.2 million, respectively. The decrease in net cash used in operating activities was primarily due to the decrease in net loss and a 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 19, “Commitments and Contingencies.” In addition, there was a decrease in cash used in deferred revenue and other contract liabilities and a decrease in payments of contingent consideration. Those changes were partially offset by an increase in cash used in accounts receivable, 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 $21.9 million during the nine months ended September 30, 2026.
Investing Activities
The net cash provided by/(used in) investing activities during the nine months ended September 30, 2026 and 2025 was $17.8 million and ($117.7) million, respectively. The change from net cash (used in) investing activities to net cash provided by investing activities was primarily due to a decrease in purchases of property, plant and equipment. In addition, during the third quarter of 2026, the Company completed the closing of the sale of certain high-voltage electrical infrastructure assets pursuant to a purchase and sale agreement and received net cash proceeds of $40.0 million. Finally, during the second quarter of 2026, the Company executed an ITC sales agreement for its Louisiana hydrogen production plant and received net cash proceeds of $36.1 million, as disclosed in Note 20, “Government Tax Credits.” Partially offsetting these changes, there was an increase in purchases of equipment related to power purchase agreements and equipment related to fuel delivered to customers resulting from strategic buy-outs of the Company’s finance obligations and operating and finance lease liabilities.
Financing Activities
The net cash (used in)/provided by financing activities during the nine months ended September 30, 2026 and 2025 was ($85.1) million and $313.1 million, respectively. The change from net cash provided by financing activities to net cash (used in) financing activities was primarily driven by a decrease in proceeds from public and private offerings and debt issuance and an increase in distributions to non-controlling interest, partially offset by decreases in principal payments on convertible debt instruments and long-term debt.
Liquidity
The Company has continued to experience negative cash flows from operations and operating losses. The Company incurred net income/(loss) of approximately $99.0 million and ($363.5) million during the three months ended September 30, 2026 and 2025, respectively. The Company’s net income during the three months ended September 30, 2026 was due to non-cash gains resulting from changes in fair value of the Company’s convertible debt instruments and warrant liabilities. The Company incurred net losses of approximately $337.1 million and $789.1 million during the nine months ended September 30, 2026 and 2025, respectively. As of September 30, 2026, the Company’s working capital was
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$608.9 million, which included unrestricted cash and cash equivalents of $134.1 million and current restricted cash of $146.3 million, and the Company had an accumulated deficit of $8.6 billion.
The Company’s primary sources of liquidity have historically included cash on hand, proceeds from equity and debt financings, and operating cash flows. The Company continues to evaluate opportunities to strengthen its balance sheet and enhance financial flexibility. The future use of our available liquidity will be based upon the ongoing review of the funding needs of our businesses, the optimal allocation of our resources, and the timing of cash flow generation. To the extent that we desire to access alternative sources of capital, market conditions could adversely impact our ability to do so at that time and at terms favorable to the Company.
The Company has an “at-the-market” equity offering program with B. Riley Securities, Inc. (“B. Riley”) and Yorkville Securities, LLC (“Yorkville”) pursuant to which the Company may, from time to time, offer and sell through or to B. Riley and Yorkville, as sales agents or principals, shares of the Company’s common stock, having an aggregate gross sales price of up to $1.0 billion under a sales agreement. The “at-the-market” equity offering program will terminate upon the earliest of (a) August 15, 2027, with respect to principal and agency transactions, (b) the sale of all shares of common stock under the program or (c) termination of the sales agreement. During the three and nine months ended September 30, 2026, the Company sold no shares of common stock pursuant to the “at-the-market” equity offering program. As of September 30, 2026, the Company had $944.1 million of aggregate gross sales price of shares available to be sold under the “at-the-market” equity offering program.
The Company has also entered into a Standby Equity Purchase Agreement (the “SEPA”) with Yorkville, pursuant to which the Company has the right, at its option, to sell to Yorkville up to $1.0 billion in the aggregate gross sales 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 in the aggregate gross sales price of its common stock on any trading day. The SEPA expires on February 10, 2027. During the three and nine months ended September 30, 2026, 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, and amortization requirements of the Company’s finance obligations, together with other key assumptions, support the Company’s conclusion that it has sufficient capital to fund its ongoing operations for a period of at least 12 months subsequent to the issuance of the accompanying unaudited interim condensed consolidated financial statements. Key assumptions are based on factors such as forecasted sales and costs, 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.
The Company’s significant obligations consisted of the following as of September 30, 2026:
| (i) | Operating and finance leases totaling $187.9 million and $33.8 million, respectively, of which $49.9 million and $16.4 million, respectively, are due within the next 12 months. These leases are primarily related to sale/leaseback agreements entered into with various financial institutions to facilitate the Company’s commercial transactions with key customers. |
| (ii) | Finance obligations totaling $194.7 million, of which approximately $56.6 million is due within the next 12 months. Finance obligations consist primarily of debt associated with the sale of future revenues and failed sale/leaseback transactions. |
| (iii) | Long-term debt totaling $1.4 million, of which $0.2 million is due within the next twelve months. |
| (iv) | Convertible senior notes totaling $470.7 million, of which none is due within the next twelve months. See Note 10, “Convertible Senior Notes,” for more details. |
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| (v) | Warrant liabilities totaling $52.1 million, of which none is expected to be due within the next twelve months. See Note 9, “Warrant Liabilities,” for more details. |
| (vi) | Future payments under non-cancellable unconditional purchase obligations with a remaining term in excess of one year totaling $93.3 million, of which $41.0 million is due within the next 12 months. See Note 19, “Commitments and Contingencies,” for more details. |
| (vii) | Contingent consideration with an estimated fair value of approximately $4.2 million, of which none is due within the next 12 months. See Note 7, “Fair Value Measurements,” for more details. |
Public and Private Offerings of Equity and Debt
$7.75 Warrants
On March 20, 2025, the Company sold 46,500,000 shares of its common stock, pre-funded warrants to purchase 138,930,464 shares of its common stock and warrants (the “Common Warrants”) to purchase 185,430,464 shares of its common stock in a registered direct offering pursuant to an underwriting agreement with several underwriters.
On October 8, 2025, the Company entered into a warrant exercise inducement agreement with the holder of the Common Warrants, whereby in consideration for exercising the 185,430,464 outstanding Common Warrants at the exercise price as set forth in the Common Warrants of $2.00 per share, the Company agreed to provide new Common Warrants to the holder to purchase up to 185,430,464 shares of the Company’s common stock at $7.75 per share (the “$7.75 Warrants”). In addition, under the warrant exercise inducement agreement, the holder was permitted to receive, upon exercise, in lieu of 154,430,464 common shares, new pre-funded warrants to purchase 154,430,464 shares of the Company’s common stock at $0.0001 per share.
The $7.75 Warrants contain a provision pursuant to which, upon a Change of Control (as defined in the $7.75 Warrants), the holder may elect to require the Company (or the successor entity) to purchase the warrant for cash equal to its Black-Scholes value (a “Change of Control Cash Election”). The Company has classified the $7.75 Warrants as a liability on the unaudited interim condensed consolidated balance sheets because the Change of Control Cash Election represents a conditional obligation that could require the Company to settle the warrants in cash upon the occurrence of a Change of Control, which precludes equity classification under Accounting Standards Codification (“ASC”) 815, Derivatives and Hedging (“ASC 815”). The $7.75 Warrants became exercisable on February 28, 2026 and expire on March 20, 2028. There were no exercises of the $7.75 Warrants during the three and nine months ended September 30, 2026.
As of September 30, 2026 and December 31, 2025, the $7.75 Warrants were valued at $52.1 million and $52.3 million, respectively, using the following Black-Scholes assumptions:
| | | |
| As of | ||
| September 30, 2026 | | December 31, 2025 |
Risk-free interest rate | 4.51% | | 3.43% |
Volatility | 99.56% | | 80.00% |
Expected average term (years) | 1.47 | | 2.22 |
Exercise price | $7.75 | | $7.75 |
Stock price | $1.94 | | $1.97 |
Fair value per share | $0.28 | | $0.28 |
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The change in the carrying amount of the $7.75 Warrants during the nine months ended September 30, 2026 was as follows (in thousands):
| | | |
Beginning balance as of December 31, 2025 | | $ | 52,323 |
Change in fair value of warrant liabilities | | | 54,640 |
Ending balance as of March 31, 2026 | | $ | 106,963 |
Change in fair value of warrant liabilities | | | 29,291 |
Ending balance as of June 30, 2026 | | $ | 136,254 |
Change in fair value of warrant liabilities | | | (84,166) |
Ending balance as of September 30, 2026 | | $ | 52,088 |
6.75% Convertible Senior Notes
On November 21, 2025, the Company issued $431.3 million aggregate principal amount of 6.75% convertible senior notes due December 1, 2033 (the “6.75% Convertible Senior Notes”), including the exercise in full of the initial purchasers’ option to purchase up to an additional $56.3 million principal amount of the notes. The notes were issued pursuant to an indenture, dated November 21, 2025 (the “Indenture”).
The notes are convertible at the option of the holders at any time prior to the close of business on the second scheduled trading day immediately preceding the maturity date. Upon conversion, the Company will pay or deliver, as the case may be, cash, shares of the Company’s common stock, or a combination of cash and shares of common stock, at the Company’s election, in the manner and subject to the terms and conditions provided in the Indenture. There were no conversions of the 6.75% Convertible Senior Notes during the three and nine months ended September 30, 2026. As of September 30, 2026, the Company was in compliance with all debt covenants associated with the 6.75% Convertible Senior Notes.
The change in the carrying amount of the 6.75% Convertible Senior Notes during the nine months ended September 30, 2026 was as follows (in thousands):
| | | |
Beginning balance as of December 31, 2025 | | $ | 431,014 |
Change in fair value of the convertible senior notes | | | 70,782 |
Amortization of discount | | | 974 |
Ending balance as of March 31, 2026 | | $ | 502,770 |
Change in fair value of the convertible senior notes | | | 74,235 |
Amortization of discount | | | 993 |
Ending balance as of June 30, 2026 | | $ | 577,998 |
Change in fair value of the convertible senior notes | | | (108,284) |
Amortization of discount | | | 976 |
Ending balance as of September 30, 2026 | | $ | 470,690 |
The following table summarizes the total interest expense and effective interest rate related to the 6.75% Convertible Senior Notes during the three and nine months ended September 30, 2026 (in thousands, except for the effective interest rate):
| | | | | |
| Three months ended | | Nine months ended | ||
| September 30, 2026 | | September 30, 2026 | ||
Interest expense | $ | 7,277 | | $ | 21,832 |
Amortization of discount | | 976 | | | 2,943 |
Total | $ | 8,253 | | $ | 24,775 |
Effective interest rate | | 7.7% | | | 7.7% |
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Extended Maintenance Contracts
On a quarterly basis, we evaluate any potential losses related to our extended maintenance contracts for sales of equipment, related infrastructure and other that have been sold. The following table shows the roll forward of balances in the accrual for loss contracts (in thousands):
| | | | | | |
| | Nine months ended | | Year ended | ||
| | September 30, 2026 | | December 31, 2025 | ||
Beginning balance | | $ | 67,987 | | $ | 134,356 |
Benefit for loss accrual | | | (37,527) | | | (23,901) |
Releases to service cost of sales | | | (14,224) | | | (42,877) |
Increase/(decrease) to loss accrual related to customer warrants | | | 3,646 | | | (706) |
Foreign currency translation adjustment | | | (153) | | | 1,115 |
Ending balance | | $ | 19,729 | | $ | 67,987 |
Product Warranty Reserve
On a quarterly basis, we evaluate our product warranty reserve. The Company applies a failure rate based on product type on total products under warranty identified through a contract-by-contract review to determine its product warranty reserve liability. The Company’s product warranty reserve liability balance as of September 30, 2026 and December 31, 2025 was $19.0 million and $23.0 million, respectively.
Restructuring
In January 2026, the Company initiated reductions to its workforce (the “2026 Restructuring Plan”). We began executing the 2026 Restructuring Plan in January 2026 and it was effectively completed during the second quarter of 2026.
In March 2025, the Company announced initiatives to reduce its workforce, realign its manufacturing footprint and streamline its organization to enhance operational efficiency and improve overall liquidity (the “2025 Restructuring Plan”). We began executing the 2025 Restructuring Plan in March 2025 and it was effectively completed during the fourth quarter of 2025.
During the three months ended September 30, 2026 and 2025, the Company incurred $0 and $5.5 million in restructuring costs, respectively, which were recorded in the restructuring financial statement line item in the unaudited interim condensed consolidated statements of operations. During the nine months ended September 30, 2026 and 2025, the Company incurred $1.6 million and $25.6 million in restructuring costs, respectively, which were recorded in the restructuring financial statement line item in the unaudited interim condensed consolidated statements of operations. The following table reflects the category of restructuring charges incurred during the three and nine months ended September 30, 2026 and 2025 (in thousands):
| | | | | | | | | | | |
| Three months ended September 30, | | Nine months ended September 30, | ||||||||
| 2026 | | 2025 | | 2026 | | 2025 | ||||
Employee severance and benefit arrangements | $ | — | | $ | 1,251 | | $ | 1,609 | | $ | 19,497 |
Legal and professional fees | | — | | | 57 | | | — | | | 272 |
Lease and contract termination costs | | — | | | 4,211 | | | — | | | 5,868 |
Total restructuring charges | $ | — | | $ | 5,519 | | $ | 1,609 | | $ | 25,637 |
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The accrued restructuring balances as of September 30, 2026 and December 31, 2025 were recorded in the accrued expenses financial statement line item in the unaudited interim condensed consolidated balance sheets. Accrued restructuring activities during the nine months ended September 30, 2026 were as follows (in thousands):
| | |
Accrued balance as of December 31, 2025 | $ | 978 |
Accruals and adjustments | | 1,425 |
Cash payments | | (1,337) |
Accrued balance as of March 31, 2026 | $ | 1,066 |
Accruals and adjustments | | 184 |
Cash payments | | (989) |
Accrued balance as of June 30, 2026 | $ | 261 |
Accruals and adjustments | | — |
Cash payments | | (75) |
Accrued balance as of September 30, 2026 | $ | 186 |
As of September 30, 2026, total accrued expenses related to restructuring activities were comprised of $0.2 million of employee severance and benefit arrangements.
Impairment
During the three and nine months ended September 30, 2026, the Company recorded total impairment charges of $16.6 million and $39.9 million, respectively. These impairment charges were recorded to the impairment financial statement line item in the unaudited interim condensed consolidated statements of operations. During the three and nine months ended September 30, 2026, the Company recorded impairment charges of $15.6 million and $20.8 million, respectively, related to the Company’s property, plant and equipment, net primarily due to assets that are no longer in service and projects that are no longer probable of being completed. In addition, the Company recorded impairment charges related to the Company’s equipment related to power purchase agreements and fuel delivered to customers, net of $0.5 million and $13.1 million, respectively, primarily due to the strategic exit of material handling investments at customer sites. Furthermore, during the three and nine months ended September 30, 2026, the Company recorded an impairment charge of $0 and $5.2 million, respectively, related to the Company’s right of use assets related to finance leases, net primarily due to changes in lease terms. Finally, during the three and nine months ended September 30, 2026, the Company recorded impairment charges of $0.5 million and $0.8 million, respectively, related to a prepaid expense.
Recoveries of Previously-Impaired Assets
During the nine months ended September 30, 2026, the Company recognized recoveries on previously-impaired contract assets, property, plant and equipment and other assets totaling $39.7 million, and recorded such recoveries within selling, general, and administrative expenses in the unaudited interim condensed consolidated statements of operations. This classification aligns with the presentation of the Company’s historical impairment charges, which were also recorded within the Company's operating expenses. As disclosed in Note 19, “Commitments and Contingencies,” the Company recognized a recovery of $37.0 million associated with the resolution of a contract dispute on a previously-impaired contract asset. In addition, the Company recognized a recovery of $2.2 million associated with previously-impaired property, plant and equipment and $0.5 million associated with an asset that was recorded within other assets in the unaudited interim condensed consolidated balance sheets.
Restricted Cash
In connection with certain sale/leaseback agreements, cash of $253.2 million and $352.3 million was required to be restricted as security as of September 30, 2026 and December 31, 2025, respectively, which will be released over the lease term. As of September 30, 2026 and December 31, 2025, the Company also had bank guarantees backed by security deposits totaling $135.6 million and $193.1 million, respectively, of which $88.4 million and $159.6 million are security for the noted sale/leaseback agreements, respectively, and $47.2 million and $33.5 million are customs-related letters of credit and bank guarantees, respectively.
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As of September 30, 2026 and December 31, 2025, the Company had $62.0 million held in escrow related to the potential future power usage of the Texas hydrogen production plant and the Company had $18.1 million and $18.0 million held in escrow, respectively, related to the existing power supply for the Georgia hydrogen production plant.
Tariff Refunds
In February 2026, the U.S. Supreme Court held that the International Emergency Economic Powers Act does not authorize the President of the United States to impose tariffs, thereby invalidating certain tariffs previously imposed under that Act. Following the ruling, U.S. Customs and Border Protection implemented a refund process for tariffs paid under the invalidated authority. During the nine months ended September 30, 2026, the Company recorded a reduction to inventory of $14.7 million related to refunds of tariffs previously paid on imported goods, all of which the Company received in cash.
Contract Dispute Resolution
During the second quarter of 2026, the Company resolved a contract dispute with a customer. Under the terms of the agreement, the customer agreed to provide total consideration of $50.0 million entirely in cash. Upon fulfillment of the agreement and receipt of the consideration on June 6, 2026, in accordance with ASC 450, Contingencies (“ASC 450”), the Company derecognized the remaining $13.0 million contract asset balance and recognized a net gain of $37.0 million. The $37.0 million gain was recorded within selling, general, and administrative expenses in the unaudited interim condensed consolidated statements of operations. This classification aligns with the presentation of the Company’s historical impairment charges on the contract asset, which were also recorded within the Company's operating expenses. See Note 2, “Summary of Significant Accounting Policies,” for further information.
Guarantee
On February 24, 2026, our joint venture, AccionaPlug S.L., entered into a subsidy agreement with the European Hydrogen Bank, which is managed by Instituto para la Diversificación y Ahorro de la Energía (“IDAE”), a Spanish governing body, to subsidize a renewable hydrogen production project in Spain. In connection with the subsidy agreement, AccionaPlug S.L. is required to meet certain performance targets. The Company has provided a guarantee of €7.5 million which can be called by IDAE if the joint venture fails to meet its performance targets under the subsidy agreement. During the second quarter of 2026, the Company collateralized a portion of the guarantee with €3.7 million of restricted cash. As of September 30, 2026, no payments related to this guarantee have been made by the Company, and the Company did not record a liability for this guarantee as the likelihood of the guarantee being called upon is remote.
Unconditional Purchase Obligations
The Company has entered into certain off–balance sheet commitments that require the future purchase of goods or services (“unconditional purchase obligations”). The Company’s unconditional purchase obligations primarily consist of supplier arrangements, take or pay contracts and service agreements. For certain vendors, the Company’s unconditional obligation to purchase a minimum quantity of raw materials at an agreed upon price is fixed and determinable; while certain other raw material costs will vary due to product forecasting and future economic conditions.
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Future payments under non-cancellable unconditional purchase obligations with a remaining term in excess of one year as of September 30, 2026 were as follows (in thousands):
| | |
Remainder of 2026 | | 17,136 |
2027 | | 36,577 |
2028 | | 39,555 |
2029 | | — |
2030 | | — |
2031 and thereafter | | — |
Total | | 93,268 |
During 2025, the Company finalized the renegotiation of a supplier arrangement that previously contained minimum purchase requirements. As of September 30, 2026 and December 31, 2025, the Company had a remaining liability of $9.9 million and $27.2 million, respectively, which was recorded in contingent consideration, loss accrual for service contracts, and other current liabilities in the unaudited interim condensed consolidated balance sheets. During the three and nine months ended September 30, 2026, the Company made payments of $10.0 million and $16.8 million, respectively, to reduce the liability.
Government Tax Credits
Section 48 Investment Tax Credit for Qualified Fuel Cell Properties of Energy Storage Technologies
During the first quarter of 2026, the Company determined that it qualified for the Section 48 Investment Tax Credit (“ITC”) for Qualified Fuel Cell Properties of Energy Storage Technologies related to its hydrogen storage and liquefaction assets at its Louisiana hydrogen plant owned by Hidrogenii, the Company’s joint venture with Olin. During the second quarter of 2026, the Company executed an ITC sales agreement for its Louisiana hydrogen production plant. The Company received aggregate cash proceeds of $39.2 million in connection with the sale with related transaction fees of $3.1 million.
Critical Accounting Estimates
The unaudited interim condensed consolidated financial statements of the Company have been prepared in conformity with U.S. generally accepted accounting principles, which require management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. On an ongoing basis, we evaluate our estimates and judgments, including but not limited to those related to revenue recognition, valuation of inventories, valuation of long-lived assets, valuation of investments, valuation of convertible senior notes and long-term debt, accrual for service loss contracts, operating and finance leases, common stock warrants, stock-based compensation and contingencies. We base our estimates and judgments on historical experience and on various other factors and assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about (1) the carrying values of assets and liabilities and (2) the amount of revenue and expenses realized that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions.
There have been no changes in our critical accounting estimates from those reported in our 2025 Form 10-K.
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Recent Accounting Pronouncements
Recently Adopted Accounting Guidance
There have been no significant changes in our reported financial position or results of operations and cash flows resulting from the adoption of new accounting pronouncements.
Recent Accounting Guidance Not Yet Effective
In May 2026, Accounting Standards Update 2026-02 (“ASU 2026-02”), Environmental Credits and Environmental Credit Obligations (Topic 818), was issued to improve the financial accounting for and disclosure of environmental credits and environmental credit obligations. This standard is effective for annual periods, including interim reporting periods within annual reporting periods, beginning after December 15, 2027 with early adoption permitted. The Company has not yet adopted ASU 2026-02 and is still evaluating the impact of the adoption on its unaudited interim condensed consolidated financial statements.
Item 3 — Quantitative and Qualitative Disclosures about Market Risk
There has been no material change from the information provided in the Company’s 2025 Form 10-K under the section titled Item 7A, “Quantitative and Qualitative Disclosures About Market Risk.”
Item 4 — Controls and Procedures
Evaluation of Disclosure Controls and Procedures
We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in our reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms, and that such information is accumulated and communicated to our management, including our Chief Executive Officer (our principal executive officer) and Chief Financial Officer (our principal financial officer), as appropriate, to allow for timely decisions regarding required disclosure.
Our management, with the participation of our Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act), as of September 30, 2026. Based on such evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that as of September 30, 2026, our disclosure controls and procedures were effective. We continue to review and document our disclosure controls and procedures, including our internal controls and procedures for financial reporting, and may from time to time make changes aimed at enhancing their effectiveness and to ensure that our systems evolve with our business.
Changes in Internal Control over Financial Reporting
There were no changes to the internal control over financial reporting of the Company identified in connection with the Company’s evaluation referred to above that occurred during the quarter ended September 30, 2026 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
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PART II. OTHER INFORMATION
Item 1 – Legal Proceedings
See Note 19, “Commitments and Contingencies,” within Part I, Item 1 of this Quarterly Report on Form 10-Q for a discussion regarding material legal proceedings.
Except as otherwise noted, there have been no material developments in legal proceedings. For previously reported information about legal proceedings, refer to Note 25, “Commitments and Contingencies,” of the notes to the Company’s consolidated financial statements in the 2025 Form 10-K.
Item 1A – Risk Factors
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 1A, “Risk Factors,” and the Company’s Form 10-Q for the quarters ended March 31, 2026 and June 30, 2026 in Part II, Item 1A, “Risk Factors.” The risks described in the 2025 Form 10-K and the Form 10-Q for the quarters ended March 31, 2026 and June 30, 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 updated risk factors. Other than as provided below, there have been no material changes to the risk factors identified in the 2025 Form 10-K and the Form 10-Q for the quarters ended March 31, 2026 and June 30, 2026.
Changes in the fair value of our convertible senior notes and warrant liabilities have caused, and may continue to cause, significant volatility in our reported results, including net income that does not reflect our operating performance.
We measure our 6.75% Convertible Senior Notes and $7.75 Warrants at fair value, with changes recorded in our unaudited interim condensed consolidated statements of operations. Increases in our stock price and/or changes in volatility have generated non-cash losses (for the six months ended June 30, 2026, $145.0 million for the 6.75% Convertible Senior Notes and $83.9 million for the $7.75 Warrants), and decreases have generated non-cash gains (for the third quarter, $108.3 million and $84.2 million, respectively). As a result, we reported net income of $99.0 million for the third quarter even though our operating loss was $75.3 million, and we reported a net loss of $337.1 million for the nine months ended September 30, 2026. In the third quarter, we transferred the valuation of the 6.75% Convertible Senior Notes from a Level 1 fair value measurement to Level 3 because of limited recent trading activity, so their fair value now depends on unobservable inputs such as volatility and calibrated yield, which require significant judgment. These swings can cause our results to differ materially from period to period and from investor expectations.
Our quarterly revenue can fluctuate significantly with the timing of installations, deployments and customer decisions, and recent growth may not be indicative of future periods.
Third-quarter revenue growth was driven by nine hydrogen site installations (compared with none a year earlier), higher fuel cell system and service revenue, partly offset by a $40.4 million decrease in electrolyzer revenue due to the timing of deployments. Revenue from these categories depends on customer acceptance, financing, permitting, final investment decisions and construction schedules, and we have historically recognized more revenue in the second half of the year. Revenue for the nine months ended September 30, 2026 increased approximately 11.9% compared to the nine months ended September 30, 2025; achieving our 2026 revenue growth guidance would require substantially higher growth in the fourth quarter.
Our estimated future revenue of $614.4 million, including $119.8 million for electrolyzers, is subject to cancellation, modification and delay. Agreements we announce, including supply agreements and cooperation agreements, may be conditional or non-binding and may not result in orders or revenue.
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Item 2 - Unregistered Sales of Equity Securities and Use of Proceeds
| (a) | Not applicable. |
| (b) | Not applicable. |
| (c) | None. |
Item 3 — Defaults Upon Senior Securities
None.
Item 4 — Mine Safety Disclosures
None.
Item 5 — Other Information
Item 5 (a) – Not applicable.
Item 5 (b) – Not applicable.
Item 5 (c) –
Director and Officer Trading Arrangements
On
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Item 6 — Exhibits
3.1 | Amended and Restated Certificate of Incorporation of Plug Power Inc. (filed as Exhibit 3.1 to Plug Power Inc.’s Annual Report on Form 10-K filed on March 16, 2009 and incorporated by reference herein) |
3.2 | Certificate of Amendment to Amended and Restated Certificate of Incorporation of Plug Power Inc. (filed as Exhibit 3.3 to Plug Power Inc.’s Annual Report on Form 10-K filed on March 16, 2009 and incorporated by reference herein) |
3.3 | Second Certificate of Amendment of Amended and Restated Certificate of Incorporation of Plug Power Inc. (filed as Exhibit 3.1 to Plug Power Inc.’s Current Report on Form 8-K filed on May 19, 2011 and incorporated by reference herein) |
3.4 | Third Certificate of Amendment of Amended and Restated Certificate of Incorporation of Plug Power Inc. (filed as Exhibit 3.1 to Plug Power Inc.’s Current Report on Form 8-K filed on July 25, 2014 and incorporated by reference herein) |
3.5 | Certificate of Correction to Third Certificate of Amendment of Amended and Restated Certificate of Incorporation of Plug Power Inc. (filed as Exhibit 3.9 to Plug Power Inc.’s Annual Report on Form 10-K filed on March 10, 2017 and incorporated by reference herein) |
3.6 | Fourth Certificate of Amendment of Amended and Restated Certificate of Incorporation of Plug Power Inc. (filed as Exhibit 3.1 to Plug Power Inc.’s Current Report on Form 8-K filed on June 30, 2017 and incorporated by reference herein) |
3.7 | Fifth Certificate of Amendment of Amended and Restated Certificate of Incorporation of Plug Power Inc. (filed as Exhibit 3.7 to Plug Power Inc.’s Quarterly Report on Form 10-Q filed on August 5, 2021 and incorporated by reference herein) |
3.8 | Sixth Certificate of Amendment of Amended and Restated Certificate of Incorporation of Plug Power Inc. (filed as Exhibit 3.1 to Plug Power Inc.’s Current Report on Form 8-K filed on February 13, 2026 and incorporated by reference herein) |
3.9 | Certificate of Designations, Preferences and Rights of a Series of Preferred Stock of Plug Power Inc. classifying and designating the Series A Junior Participating Cumulative Preferred Stock. (filed as Exhibit 3.1 to Plug Power Inc.’s Registration Statement on Form 8-A filed on June 24, 2009 and incorporated by reference herein) |
3.10 | Seventh Amended and Restated By-laws of Plug Power Inc. (filed as Exhibit 3.1 to Plug Power Inc.’s Current Report on Form 8-K filed on April 26, 2024 and incorporated by reference herein) |
10.1 | First Amendment to Purchase and Sale Agreement, dated as of July 1, 2026, by and among Plug Power Inc., Plug Project Holding Co., LLC and Stream US Data Centers, LLC (filed as Exhibit 10.1 to Plug Power Inc.’s Quarterly Report on Form 10-Q filed on August 10, 2026 and incorporated by reference herein) |
10.2 | Second Amendment to Purchase and Sale Agreement, dated as of July 9, 2026, by and among Plug Power Inc., Plug Project Holding Co., LLC and Stream US Data Centers, LLC (filed as Exhibit 10.1 to Plug Power Inc.’s Current Report on Form 8-K filed on July 13, 2026 and incorporated by reference herein) |
10.3† | Purchase and Sale Agreement and Joint Escrow Instructions, dated as of July 9, 2026, by and among Plug Power Inc., Plug Project Holding Co., LLC and Stream US Data Centers, LLC (filed as Exhibit 10.2 to Plug Power Inc.’s Current Report on Form 8-K filed on July 13, 2026 and incorporated by reference herein) |
10.4 | First Amendment to Purchase and Sale Agreement, dated as of August 7, 2026, by and among Plug Power Inc., Plug Project Holding Co., LLC and Stream US Data Centers, LLC (filed as Exhibit 10.4 to Plug Power Inc.’s Quarterly Report on Form 10-Q filed on August 10, 2026 and incorporated by reference herein) |
10.5 | Notice of Termination, dated as of August 4, 2026, by and among Plug Power Inc., Plug Power Energy Loan Borrower LLC, Plug Power Generation LLC, Plug Power Limestone, LLC and the U.S. Department of Energy (filed as Exhibit 10.5 to Plug Power Inc.’s Quarterly Report on Form 10-Q filed on August 10, 2026 and incorporated by reference herein) |
31.1* | Certification pursuant to Rule 13a-14(a) and Rule 15d-14(a) under the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 |
31.2* | Certification pursuant to Rule 13a-14(a) and Rule 15d-14(a) under the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 |
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32.1** | Certification pursuant to 18 U.S.C. Section 1350, adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 |
32.2** | Certification pursuant to 18 U.S.C. Section 1350, adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 |
101.INS* | Inline XBRL Instance Document |
101.SCH* | Inline XBRL Taxonomy Extension Schema Document |
101.CAL* | Inline XBRL Taxonomy Extension Calculation Linkbase Document |
101.DEF* | Inline XBRL Taxonomy Extension Definition Linkbase Document |
101.LAB* | Inline XBRL Taxonomy Extension Labels Linkbase Document |
101.PRE* | Inline XBRL Taxonomy Extension Presentation Linkbase Document |
104* | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
* | Submitted electronically herewith. |
† | Certain identified information has been excluded from this exhibit pursuant to Item 601(b)(10)(iv) of Regulation S-K because it is both not material and is the type that the registrant treats as private or confidential. The Company hereby agrees to furnish supplementally an unredacted copy of the exhibit and its materiality and privacy or confidentiality analyses to the SEC upon request. |
** | Pursuant to Item 601(b)(32)(ii) of Regulation S-K, this certification is not being filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended. |
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Signatures
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 thereunto duly authorized.
| | |
| PLUG POWER INC. | |
| | |
Date: November 9, 2026 | By: | /s/ Jose Luis Crespo |
| | Jose Luis Crespo |
| | President, Chief Executive Officer and Director (Principal Executive Officer) |
| | |
Date: November 9, 2026 | By: | /s/ Paul B. Middleton |
| | Paul B. Middleton |
| | Chief Financial Officer and Chief Accounting Officer (Principal Financial Officer and Principal Accounting Officer) |
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