Walmart, Plug Power (NASDAQ: PLUG) ink 15-year GenKey license agreement

Rhea-AI Filing Summary

Plug Power Inc. entered a Release Event License Agreement with Walmart Inc. covering escrowed GenKey System software and related materials that Walmart may use for internal maintenance only if specified “Release Events” occur. Walmart will pay an initial license fee at escrow confirmation and an annual license fee, with higher annual and one-time fees if a Release Event happens. The agreement runs for 15 years, includes mutual indemnification, and outlines efforts to identify alternative stack suppliers with limited conditional stack-sourcing rights for Walmart.

Pursuant to the agreement, Walmart irrevocably terminated a prior transaction agreement and forfeited all vested portions of a warrant to purchase Plug Power common stock, and all unvested portions were cancelled, so no shares will be issuable under that warrant, eliminating potential future dilution of up to 42,192,479 shares. As of the effective date, 34,554,185 shares under the warrant had vested and 7,638,294 shares remained unvested.

Positive

• Termination of Walmart’s warrant eliminates potential future dilution of up to 42,192,479 shares of Plug Power common stock, removing a large equity overhang.

Negative

• None.

Insights

Equity Analyst

New Walmart license while cancelling a large Plug Power warrant removes significant potential dilution.

The agreement gives Walmart contingent access to escrowed GenKey System software and documentation if defined Release Events occur, letting Walmart maintain its industrial truck operations. In return, Walmart pays an initial and ongoing license fee, with higher fees if a Release Event takes place. The 15-year term and mutual indemnification suggest a long-term operational framework between the parties.

A key financial impact is the termination of Walmart’s warrant, which had covered up to 55,286,696 shares of Plug Power common stock. The filing states this removes potential future dilution of up to 42,192,479 shares, a large overhang that will no longer be issuable. As of the effective date, 34,554,185 shares had vested and 7,638,294 were unvested under the warrant. This change directly affects Plug Power’s prospective share count and can materially influence per-share metrics.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549 

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): December 30, 2025

Plug Power Inc.

(Exact name of registrant as specified in its charter) 

Delaware		1-34392		22-3672377
(State or other jurisdiction		(Commission File		(IRS Employer
of incorporation)		Number)		Identification No.)

125 Vista Boulevard, Slingerlands, New York		12159
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (518) 782-7700

N/A

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

¨	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock, par value $0.01 per share		PLUG		The Nasdaq Capital Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter). 

Emerging growth company ¨

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Item 1.01 Entry into a Material Definitive Agreement

On December 30, 2025 (the “Effective Date”), Plug Power Inc. (the “Company”) entered into a Release Event License Agreement (the “License Agreement”) with Walmart Inc. (“Walmart”) pursuant to which, upon the occurrence of certain specified events (each, a “Release Event”), the Company has agreed to grant Walmart a contingent, limited-use license to access and use certain escrowed GenKey System-related materials. The Company will retain all intellectual property rights in and to the escrowed materials and GenKey System, and Walmart may only use the escrowed materials for internal GenKey System maintenance purposes at its facilities solely upon a Release Event.

Pursuant to the License Agreement, the Company will place certain software, documentation, and related materials associated with the GenKey system into escrow for Walmart’s benefit. The License Agreement also establishes a framework under which the Company will use commercially reasonable efforts to identify and qualify alternative stack suppliers, and under limited circumstances provides Walmart with conditional rights related to stack sourcing, subject to restrictions. Walmart will be entitled to certain compensation from the Company for costs incurred by Walmart to sustain industrial truck operational capabilities under certain circumstances.

Walmart will pay the Company a one-time initial license fee upon confirmation of the escrow deposit and an annual license fee in the absence of a Release Event. In the event of a Release Event, Walmart will pay the Company an increased annual license fee plus an additional increased one-time fee.

The License Agreement includes mutual indemnification and limitation of liability provisions.

Pursuant to the License Agreement, Walmart irrevocably agreed to terminate the Transaction Agreement, dated July 20, 2017, between the Company and Walmart, pursuant to which the Company had issued to Walmart a warrant to purchase up to 55,286,696 shares of the Company's common stock (the "Warrant"), and to forfeit all vested portions of the Warrant. The unvested portions of the Warrant were cancelled and accordingly, no shares of common stock will become issuable by the Company in connection with the Warrant, eliminating potential future dilution of up to 42,192,479 shares of the Company’s common stock. As of the Effective Date, 34,554,185 shares subject to the Warrant had vested and 7,638,294 shares remained unvested.

The License Agreement shall commence on the Effective Date and will continue for 15 years unless earlier terminated by the Company or Walmart. Either party may terminate the License Agreement upon certain material uncured breaches that remain uncured for 60 days after written notice.

The foregoing description of the License Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the License Agreement, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit Number	Description
10.1*	Release Event License Agreement, dated as of December 30, 2025, by and between Plug Power Inc. and Walmart Inc.
104	Cover Page Interactive Data File (embedded within the Inline XBRL document).

* Certain portions of the License Agreement have been omitted pursuant to Item 601(b)(10)(iv) of Regulation S-K. The Company agrees to furnish supplementally a copy of any omitted schedule or exhibit to the Securities and Exchange Commission upon request.

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: January 6, 2026	By:	/s/ Paul Middleton
		Name: Paul Middleton
		Title: Chief Financial Officer

FAQ

What agreement did Plug Power (PLUG) sign with Walmart?

Plug Power entered into a Release Event License Agreement with Walmart on December 30, 2025. It provides Walmart a contingent, limited-use license to access escrowed GenKey System software, documentation, and related materials for internal maintenance if specified Release Events occur.

How does the new license agreement between Plug Power and Walmart work financially?

Walmart will pay Plug Power a one-time initial license fee when the escrow deposit is confirmed and an annual license fee while no Release Event has occurred. If a Release Event occurs, Walmart will pay an increased annual license fee plus an additional increased one-time fee.

What happens to Plug Power’s GenKey intellectual property under this Walmart agreement?

Plug Power retains all intellectual property rights in the GenKey System and escrowed materials. Walmart may use the escrowed materials only for internal GenKey System maintenance at its facilities and only upon a Release Event.

What warrant did Walmart terminate in the Plug Power 8-K filing?

Walmart irrevocably agreed to terminate a Transaction Agreement dated July 20, 2017 under which Plug Power had issued a warrant to buy up to 55,286,696 shares of common stock. All vested portions were forfeited and unvested portions cancelled.

How much potential dilution did Plug Power remove by cancelling Walmart’s warrant?

The filing states that no shares will become issuable in connection with the warrant, eliminating potential future dilution of up to 42,192,479 shares of Plug Power’s common stock.

What were the vested and unvested shares under Walmart’s Plug Power warrant at the effective date?

As of the effective date, there were 34,554,185 vested shares subject to the warrant and 7,638,294 unvested shares. All vested portions were forfeited and all unvested portions were cancelled.

How long does the Plug Power–Walmart license agreement last and how can it be terminated?

The license agreement commences on the effective date and continues for 15 years, unless ended earlier by either party. Plug Power or Walmart may terminate it for certain material breaches that remain uncured for 60 days after written notice.