false
0001093691
0001093691
2026-07-09
2026-07-09
iso4217:USD
xbrli:shares
iso4217:USD
xbrli:shares
UNITED STATES
SECURITIES AND
EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
July 9, 2026
Plug Power Inc.
(Exact name of registrant as specified in its
charter)
| Delaware |
|
1-34392 |
|
22-3672377 |
| (State
or other jurisdiction |
|
(Commission
File |
|
(IRS
Employer |
| of
incorporation) |
|
Number) |
|
Identification
No.) |
125 Vista Boulevard,
Slingerlands, New York |
|
12159 |
| (Address
of principal executive offices) |
|
(Zip
Code) |
(518) 782-7700
Registrant’s telephone
number, including area code
N/A
(Former name or former address, if changed since
last report.)
Check the appropriate box below if the Form 8-K
filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General
Instruction A.2. below):
| ¨ | Written communications pursuant to Rule 425 under the Securities
Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange
Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under
the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under
the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to 12(b) of the Act:
| Title of each class |
|
Trading
Symbol(s) |
|
Name of each exchange
on which
registered |
| Common
Stock, par value $0.01 per share |
|
PLUG |
|
The
Nasdaq Capital
Market |
Indicate by check mark whether the registrant is an emerging growth
company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities
Exchange Act of 1934 (§ 240.12b-2 of this chapter).
Emerging growth
company ¨
If an emerging growth
company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or
revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
Item 1.01 Entry Into a Material Definitive Agreement.
New York Gateway Project
As previously disclosed, on February 24, 2026, Plug Power Inc.,
a Delaware corporation, and its wholly owned subsidiary, Plug Project Holding Co., LLC, a Delaware limited liability company (together
with Plug Power Inc., the “Company”), entered into a Purchase and Sale Agreement and Joint Escrow Instructions (the “Gateway
Agreement”) with Stream US Data Centers, LLC, a Texas limited liability company (“Stream”), pursuant to which the Company
agreed to sell to Stream certain real property and related assets located in Genesee County, New York for a purchase price ranging between
$132.5 million and $142.0 million, depending on the timing of the closing and the removal status of certain hydrogen storage spheres located
on the property.
On July 9, 2026, the Company and Stream amended the Gateway Agreement
(the “Gateway Amendment") to restructure the transaction to permit an interim closing of the real property while allowing additional
time for completion of the remaining closing conditions, including applicable regulatory and environmental review processes. The Gateway
Amendment, among other things, (i) extends the outside closing date to March 31, 2027, which results in the purchase price being
fixed at $142.0 million; (ii) provides for the prompt release to the Company of the full deposit previously held in escrow, together
with accrued interest, totaling approximately $6.5 million, which will be credited against the purchase price if the transaction is consummated;
(iii) requires Stream to deposit an additional $10.0 million with the escrow agent in connection with an interim closing of the real
property, which amount will be credited against the purchase price if the overall transaction is consummated; (iv) establishes a
framework for an interim closing of the real property prior to the closing of the remaining assets upon satisfaction of specified closing
conditions; (v) grants the Company, under specified circumstances if the overall transaction does not close by the outside closing
date following the interim closing, a contractual right to repurchase the conveyed real property for the amount of the interim closing
consideration; and (vi) imposes certain restrictions on Stream's ability to transfer or further encumber the property following the
interim closing pending consummation of the overall transaction or exercise of the Company's repurchase right.
Except as modified by the Gateway Amendment, the Gateway Agreement
remains in full force and effect.
Graham, Texas Project
On July 9, 2026, the Company and Stream entered into a Purchase
and Sale Agreement and Joint Escrow Instructions (the “Limestone Agreement”), pursuant to which the Company agreed to sell
certain real property and related assets located in Graham, Texas. Under the Limestone Agreement, Stream has agreed to pay a purchase
price of $50.0 million at closing. In addition, the Company may become entitled to receive a contingent earnout payment of up to $26.5
million based on the electrical load capacity ultimately established for the project, with the amount of any earnout determined on a pro
rata basis relative to a 164 MW reference capacity.
The closing of the Texas transaction is subject to various closing
conditions, including the accuracy of the parties' representations and warranties, compliance with covenants, delivery of required closing
documents, satisfaction of specified title, interconnection-related, governmental approval and other conditions, and the absence of certain
legal or regulatory impediments. The Limestone Agreement also provides Stream with an inspection period through July 25, 2026, during
which Stream may terminate the agreement in its sole discretion. Subject to the satisfaction or waiver of the applicable closing conditions,
the parties expect the closing to occur on or before July 31, 2026. Either party may terminate the Limestone Agreement if the closing
has not occurred by the outside closing date, subject to the terms and conditions of the agreement.
The Limestone Agreement contains representations and warranties, covenants,
termination rights and other provisions governing the parties' respective rights and obligations.
The foregoing descriptions of the Gateway Amendment and the Limestone
Agreement are summaries only and do not purport to be complete. They are qualified in their entirety by reference to the full text of
the Gateway Amendment and the Limestone Agreement, copies of which are filed as Exhibits 10.1 and 10.2, respectively, to this Current
Report on Form 8-K and incorporated herein by reference.
Item 2.02 Results of Operations and Financial Condition.
As of June 30, 2026,
the Company had approximately $162 million of unrestricted cash and cash equivalents. This figure is unaudited and preliminary, subject
to normal quarterly closing processes and accounting review, and does not present all information necessary for an understanding of the
Company’s financial condition as of June 30, 2026.
The information contained in this Item 2.02 shall not be deemed filed
for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject
to the liabilities of that Section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as
amended (the “Securities Act”), or the Exchange Act, except as shall be expressly set forth by specific reference in such
filing.
Item 7.01 Regulation FD Disclosure.
On July 13, 2026, the Company issued a press release announcing
the execution of the Gateway Amendment and the execution of the Limestone Agreement with Stream. A copy of the press release is attached
hereto as Exhibit 99.1 and is incorporated herein by reference.
The information in this Item 7.01 is furnished and shall not be deemed
filed for purposes of Section 18 of the Exchange Act or otherwise subject to the liabilities of that Section, nor shall it be deemed
incorporated by reference in any filing under the Securities Act or the Exchange Act, except as shall be expressly set forth by specific
reference in such filing.
Forward-Looking Statements Disclaimer
This Current Report on Form 8-K contains “forward-looking
statements” within the meaning of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. All statements
in this Current Report on Form 8-K that are not historical facts, including, without limitation, statements regarding the Company’s
expectations, goals, plans, outlook or prospects, including the expected timing, structure and completion of the transactions described
herein, the expected gross proceeds and total proceeds from the transactions, the timing and likelihood of each closing, the anticipated
receipt and amount of contingent consideration, the anticipated release of cash collateral and other restricted cash, the anticipated
aggregate liquidity improvement under the Company’s strategic infrastructure optimization initiative, the Company’s ability
to execute its business strategy and achieve its financial goals for 2026, the Company’s ability to pursue additional opportunities
with Stream in the data center industry, the timing and outcome of New York State’s environmental and regulatory review processes,
the expected benefits of the transactions described herein, the Company’s preliminary and unaudited cash position as of June 30,
2026, and other statements regarding future operating results, financial condition, performance, prospects, and opportunities, are forward-looking
statements. These forward-looking statements are based on current expectations, estimates, forecasts, and projections and the beliefs
and assumptions of management and are subject to a number of risks and uncertainties that could cause actual results to differ materially
from those reflected in such statements. These risks and uncertainties include, among other things: the Company’s ability to satisfy
closing conditions and complete each transaction on the anticipated terms or at all; the risk that the interim property closing or the
subsequent final closing of the Gateway Project transaction does not occur on the anticipated timetable or at all; the risk that the New
York State environmental and regulatory review process applicable to the Gateway Project site is delayed or does not result in the determinations
necessary to permit the second closing; the risk that the final electrical load capacity established for the Graham, Texas project differs
from expectations, which could reduce or eliminate the contingent consideration payable in connection with that transaction; the risk
that escrow deposits, cash collateral or other restricted cash are not released on the anticipated timeline or at all; general market,
economic, competitive, and regulatory conditions; the effectiveness of the Company’s strategic initiatives, including the infrastructure
optimization initiative; risks associated with the data center market and demand for power solutions; the Company’s ability to manage
costs and liquidity; risks related to the Company’s future capital requirements and liquidity needs; the risk that the transactions
described herein do not provide the anticipated liquidity or other strategic benefits; the risk that the Company's preliminary and unaudited
cash and cash equivalents balance as of June 30, 2026 differs from the final audited balance upon completion of the Company's quarter-end
financial closing procedures; and other factors detailed from time to time in the Company’s filings with the Securities and Exchange
Commission (the “SEC”), including the Company’s Annual Report on Form 10-K for the year ended December 31,
2025, subsequent Quarterly Reports on Form 10-Q, and other reports filed with the SEC. Readers are cautioned not to place undue reliance
on these forward-looking statements, which speak only as of the date of this Current Report on Form 8-K. The Company undertakes no
obligation to update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise, except
as required by law.
Item
9.01 Financial Statements and Exhibits.
Exhibit
Number |
|
Description |
| 10.1 |
|
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. |
| 10.2 |
|
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. |
| 99.1 |
|
Press Release dated July 13, 2026. |
| 104 |
|
Cover Page Interactive Data File (embedded with the Inline XBRL document). |
SIGNATURE
Pursuant to the requirements
of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
| |
|
Plug Power Inc. |
| |
|
| Date: July 13, 2026 |
By: |
/s/ Paul Middleton |
| |
Name: |
Paul Middleton |
| |
Title: |
Chief Financial Officer and Chief Accounting Officer |
Exhibit 99.1
Plug Power Announces Sale of Graham, Texas Project and Staged Closing
of New York Gateway Project with Stream Data Centers, Expects $80 Million in Near-Term Liquidity as Part of $275 Million-Plus Initiative
SLINGERLANDS, N.Y., July 13, 2026 - Plug Power Inc. (NASDAQ: PLUG)
today announced two transactions with Stream US Data Centers, LLC ("Stream"), advancing the Company’s previously announced
strategic infrastructure optimization initiatives, which collectively target more than $275 million in liquidity improvement through a
combination of asset monetization, release of restricted cash, and reduced maintenance expenses. In addition, Stream and Plug Power are
now also actively exploring other opportunities for Plug to deploy its products into the data center industry. Plug previously announced
in February 2026 that it had entered into a definitive agreement to sell its interest in the New York Gateway Project to Stream.
As the parties continued to work toward satisfaction of the transaction's closing conditions, including applicable regulatory and project-related
approvals, the parties agreed to restructure the transaction into a staged closing and to enter into a definitive agreement for the sale
of Plug’s Graham, Texas Project.
Texas
Plug has signed a definitive agreement to sell its Graham, Texas Project,
comprised of land and associated 164 MW of grid interconnection assets, to Stream for up to $76.5 million, with $50 million to be paid
at closing and up to $26.5 million based on the load capacity that will be confirmed in the final interconnection agreement with the Texas
utility. The closing is expected on or about July 31, 2026, subject to the satisfaction of closing conditions. The sale is also expected
to enable the release of approximately $14 million of cash collateral currently supporting letters of credit/security payments, following
the transfer of the applicable interconnection-related obligations and security arrangements to Stream. In total, this transaction is
expected to provide up to approximately $90.5 million of total liquidity.
New York
Plug and Stream have amended the purchase and sale agreement for the
Gateway Project as follows: (i) Stream's prior $6.5 million escrow deposit will be promptly released to Plug; (ii) Stream will
make a new $10 million escrow deposit toward its purchase of land at the Gateway site; (iii) the closing provisions have been amended
to enable the near-term sale of the land; and (iv) the long-stop closing date for the sale of non-land assets has been extended to
March 31, 2027 to afford additional time for completion of the applicable New York State environmental and regulatory review processes
and satisfaction of the remaining closing conditions. As amended, the purchase price is fixed at $142 million. Combined with a $5 million
advance received earlier this year, Stream will have paid $21.5 million to Plug against the purchase price upon release of the escrow
deposits described above. Plug will retain ownership of the substation and interconnection assets, along with a repurchase right over
the land, until the second closing.
Liquidity
As of June 30, 2026, Plug held approximately $162 million of unrestricted
cash and cash equivalents, before giving effect to any proceeds from the transactions announced today. Together, the initial New York
closing and the Texas transaction represent additional progress under Plug’s previously announced strategic infrastructure optimization
initiative and are expected to deliver more than $80 million of near-term incremental liquidity. Additional initiatives under Plug’s
previously announced strategic infrastructure optimization initiative, including further anticipated releases of restricted cash, are
advancing and are expected to bring aggregate liquidity improvement of more than $275 million.
"Plug is appreciative of the continued collaboration and partnership
with Stream Data Centers and is excited to position for closing in the near term. Monetizing these assets was a key part of our strategy
this year, coupled with the continued improvements in margin and cash flows to fund the business. We look forward to sharing our results
for the second quarter shortly and believe that we are on track with our financial goals for 2026. The improvement in margins, effective
management of our liquidity, and the growth of our sales pipeline remain our critical focus." said Jose Luis Crespo, Chief Executive
Officer and President of Plug Power.
About Plug Power
Plug is building the global hydrogen economy with a fully integrated ecosystem spanning production, storage, delivery, and power generation.
A first mover in the industry, Plug provides electrolyzers, liquid hydrogen, fuel cell systems, storage tanks, and fueling infrastructure
to industries such as material handling, industrial applications, and energy producers, advancing energy independence and decarbonization
at scale.
With electrolyzers deployed across six continents, Plug leads in hydrogen production, delivering large-scale projects that redefine
industrial power. The company has deployed more than 74,000 fuel cell systems and over 280 fueling stations and is the largest user of
liquid hydrogen. Plug is rapidly expanding its generation network to ensure reliable, domestically produced supply, with hydrogen plants
currently operational in Georgia, Tennessee, and Louisiana, capable of producing up to 40 tons per day.
Headquartered in Slingerlands,
New York, Plug is driving innovation, strengthening American manufacturing, and creating high-quality jobs across the country. The company
employs more than 730 people in New York, supporting approximately $69 million in annual payroll, and nearly 200 employees in Texas, representing
more than $18 million in annual payroll. Across New York and Texas, Plug has deployed more than 6,200 GenDrive fuel cell-powered forklifts
at 31 customer facilities, helping customers reduce electricity demand, avoid nearly 95,000 MWh of annual electricity consumption, prevent
more than 33,000 metric tons of CO2 emissions each year, and eliminate approximately $164 million in electric infrastructure investments
that would otherwise have been borne by utility customers and ratepayers. With employees and state-of-the-art manufacturing facilities
across the globe, Plug powers industry leaders including Walmart, Amazon, Home Depot, BMW, and BP.
FORWARD-LOOKING STATEMENTS
This press release contains “forward-looking statements”
within the meaning of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. All statements in this press
release that are not historical facts, including, without limitation, statements regarding the Company's expectations, goals, plans, outlook
or prospects, including expected gross proceeds and total proceeds from the transactions, the timing and likelihood of each closing, the
anticipated receipt and amount of contingent consideration, the anticipated release of cash collateral, the anticipated aggregate liquidity
improvement under the Company's strategic infrastructure optimization initiative, the Company's ability to execute its business strategy
and achieve its financial goals for 2026, the Company's ability to pursue additional opportunities with Stream in the data center industry,
the timing and outcome of New York State's environmental and regulatory review processes, the Company's preliminary and unaudited cash
position as of second quarter of 2026, and other statements regarding future operating results, financial condition, performance, prospects,
and opportunities, are forward-looking statements. These forward-looking statements are based on current expectations, estimates, forecasts,
and projections and the beliefs and assumptions of management and are subject to a number of risks and uncertainties that could cause
actual results to differ materially from those reflected in such statements. These risks and uncertainties include, among other things:
the Company's ability to satisfy closing conditions and complete each transaction on the anticipated terms or at all; the risk that the
New York State environmental and regulatory review process applicable to the Gateway Project site is delayed or does not result in the
determinations necessary to permit the second closing; the risk that the final interconnection agreement with the Texas utility is not
executed or does not confirm the anticipated load capacity, which could reduce or eliminate the contingent consideration payable under
the Graham, Texas Project transaction; the risk that escrow deposits are not released on the anticipated timeline or at all; general market,
economic, competitive, and regulatory conditions; the effectiveness of the Company's strategic initiatives, including the infrastructure
optimization initiative; risks associated with the data center market and demand for power solutions; the Company's ability to manage
costs and liquidity; risks related to the Company's future capital requirements and liquidity needs; and other factors detailed from time
to time in the Company's filings with the Securities and Exchange Commission (the 'SEC'), including the Company's Annual Report on Form 10-K
for the year ended December 31, 2025, subsequent Quarterly Reports on Form 10-Q, and other reports filed with the SEC. Readers
are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this press release.
The Company undertakes no obligation to update or revise any forward-looking statements, whether as a result of new information, future
events, or otherwise, except as required by law.
Plug Media Contact
Teal Hoyos
media@plugpower.com
