Plug Power (NASDAQ: PLUG) files 8-K on warrant share resale

Rhea-AI Filing Summary

Plug Power Inc. filed a current report describing a new prospectus supplement related to previously issued warrants. The company had sold warrants to purchase 185,430,464 shares of common stock with an exercise price of $2.00 per share, which expire on March 20, 2028, under an underwriting agreement with Oppenheimer & Co. Inc. and other underwriters.

Plug Power has now filed a prospectus supplement to its new automatic shelf registration statement on Form S-3 to register for resale the shares of common stock that may be issued when these warrants are exercised. The filing also includes a legal opinion from Goodwin Procter LLP on the validity of the shares issuable upon exercise of the warrants.

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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): September 22, 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 8.01 Other Events.

As previously disclosed in the Current Report on Form 8-K filed by Plug Power Inc. (the “Company”) with the Securities and Exchange Commission (the “SEC”) on March 19, 2025, the Company sold, among other securities, warrants to purchase 185,430,464 shares of its common stock, par value $0.01 per share (“Common Stock”), pursuant to an underwriting agreement with Oppenheimer & Co. Inc., as representative of the several underwriters named in Schedule I therein. The warrants have an exercise price per share of Common Stock equal to $2.00 and will expire on March 20, 2028.

The warrants were sold pursuant to a prospectus supplement dated March 19, 2025 and an accompanying base prospectus that formed part of the Company’s automatic registration statement on Form S-3 (File No. 333-265488), which was filed by the Company with the SEC on June 8, 2022 and declared automatically declared effective by the SEC (the “Prior Registration Statement”). On May 27, 2025, the Company filed a new registration statement on Form S-3 (Registration No. 333-287577) (the “New Registration Statement”), which became effective upon filing with the SEC, to replace the expiring Prior Registration Statement. On September 22, 2025, the Company filed a prospectus supplement to the New Registration Statement to register for resale the shares of Common Stock that may be issuable upon exercise of the warrants. A copy of the opinion of Goodwin Procter LLP relating to the legality of the shares of Common Stock issuable upon exercisable of the warrants is attached as Exhibit 5.1 hereto.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.		Description
5.1		Opinion of Goodwin Procter LLP.
23.1		Consent of Goodwin Procter LLP (included in its opinion filed as Exhibit 5.1).
104		Cover Page Interactive Data File - the cover page iXBRL tags are embedded within the Inline XBRL document.

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 hereunto duly authorized.

	PLUG POWER INC.
Date: September 22, 2025	By:	/s/ Paul Middleton
		Paul Middleton
		Chief Financial Officer

FAQ

What does Plug Power (PLUG) report in this Form 8-K?

Plug Power reports that it has filed a prospectus supplement to its new automatic shelf registration statement on Form S-3 to register for resale shares of common stock issuable upon exercise of previously sold warrants.

How many Plug Power shares are tied to the warrants mentioned in the filing?

The warrants relate to up to 185,430,464 shares of Plug Power common stock that may be issued upon exercise.

What are the key terms of Plug Power’s warrants described in the 8-K?

The warrants have an exercise price of $2.00 per share of common stock and will expire on March 20, 2028.

Is Plug Power issuing new warrants in this 8-K filing?

No. The filing concerns a prospectus supplement registering for resale the shares of common stock that may be issued upon exercise of warrants that were previously sold.

Which registration statements does Plug Power reference in this 8-K?

Plug Power references its prior automatic registration statement on Form S-3 (File No. 333-265488) and its new Form S-3 registration statement (Registration No. 333-287577), to which the new prospectus supplement was filed.

Which law firm provided the legal opinion for Plug Power’s warrant shares?

Goodwin Procter LLP provided a legal opinion on the legality of the shares of common stock issuable upon exercise of the warrants, filed as Exhibit 5.1.