Plug Power (NASDAQ: PLUG) wins approval to double share authorization

Rhea-AI Filing Summary

Plug Power Inc. stockholders approved a Charter amendment to increase the company’s authorized common stock from 1,500,000,000 shares to 3,000,000,000 shares. The amendment became effective on February 12, 2026, upon filing in Delaware.

At the reconvened special meeting, a quorum was present with 769,385,735 shares of common stock as of December 12, 2025. Stockholders also voted on a separate proposal to adjust voting requirements to align with Delaware law, but that proposal did not receive the required majority and was not approved.

Insights

Equity & Governance Analyst

Plug Power gained approval to double authorized shares, expanding equity flexibility but not yet issuing stock.

Plug Power received stockholder approval to amend its Charter, raising authorized common stock from 1,500,000,000 to 3,000,000,000 shares. This change expands the maximum number of shares the company can issue for future financing, acquisitions, equity compensation, or other corporate purposes.

The amendment became effective on February 12, 2026, providing immediate structural capacity but no immediate share issuance. A related proposal to adjust voting requirements to align with Section 242(d)(2) of Delaware law failed to obtain a majority of the voting power outstanding and was not approved.

Future capital raises or transactions using the newly authorized shares would depend on separate board decisions and, in some cases, further stockholder approvals. Subsequent disclosures in company filings would outline any specific issuances and their terms.

8-K Event Classification

3 items: 5.03, 5.07, 9.01

3 items

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year Governance

The company amended its charter documents, bylaws, or changed its fiscal year.

Item 5.07 Submission of Matters to a Vote of Security Holders Governance

Results of a shareholder vote on proposals at an annual or special meeting.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Understanding 8-K Material Events →

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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): February 12, 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 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

As described in Item 5.07 of this Current Report on Form 8-K, on February 12, 2026, Plug Power Inc. (the “Company”) held a reconvened special meeting of stockholders (the “Special Meeting”), at which the Company’s stockholders approved an amendment (the “Charter Amendment”) to the Company’s amended and restated certificate of incorporation, as amended (the “Charter”), to increase the number of authorized shares of the Company’s common stock from 1,500,000,000 shares to 3,000,000,000 shares. The Charter Amendment became effective February 12, 2026 upon its filing with the Secretary of State of the State of Delaware.

The Charter Amendment is filed as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated herein by reference. The foregoing description of the Charter Amendment is qualified in its entirety by reference thereto.

Item 5.07. Submission of Matters to a Vote of Security Holders.

Present at the Special Meeting, in person or by proxy, were holders of 769,385,735 shares of common stock of the Company as of December 12, 2025, representing at least one-third of the voting power of the outstanding shares of the Company’s common stock entitled to vote at the Special Meeting, which constituted a quorum. Holders of the Company’s common stock were entitled to one vote per share on each proposal.

The stockholders considered the following proposals at the Special Meeting and the final voting results are set forth below:

Proposal 1 - Amendment of the Company’s Charter to Adjust Voting Requirements to Align with Section 242(d)(2) of the Delaware General Corporation Law

For		Against		Abstain		Broker Non-Votes
562,318,084		32,118,632		9,099,148		165,849,871

Proposal 2 - Amendment of the Company’s Charter to Increase the Number of Authorized Shares of the Company’s Common Stock

For		Against		Abstain		Broker Non-Votes
696,657,258		66,316,964		6,411,513		0

At the Special Meeting, the stockholders approved Proposal 2 to amend the Charter to increase the number of authorized shares of the Company’s common stock from 1,500,000,000 shares to 3,000,000,000 shares. Proposal 1 did not receive the affirmative vote of a majority of the voting power of the shares of common stock outstanding and entitled to vote on the matter and therefore was not approved.

No other items were presented to the stockholders at the Special Meeting.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit Number		Description
3.1		Sixth Certificate of Amendment of Amended and Restated Certificate of Incorporation of Plug Power Inc.
104		Cover Page Interactive Data File (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.
February 13, 2026	By:	/s/ Paul Middleton
		Paul Middleton
		Chief Financial Officer

FAQ

What corporate change did Plug Power (PLUG) stockholders approve at the special meeting?

Stockholders approved an amendment to Plug Power’s Charter doubling authorized common stock from 1,500,000,000 to 3,000,000,000 shares. This increases the maximum shares the company can issue for future financings, acquisitions, or other corporate purposes, but does not itself issue any new shares.

When did Plug Power’s increase in authorized common shares become effective?

The increase in authorized common shares became effective on February 12, 2026, when the Charter amendment was filed with the Delaware Secretary of State. From that date, Plug Power has authority to issue up to 3,000,000,000 shares of common stock, subject to separate decisions.

How many Plug Power (PLUG) shares were represented at the special meeting?

Holders of 769,385,735 shares of Plug Power common stock as of December 12, 2025 were present in person or by proxy. This represented at least one-third of the voting power of outstanding common shares, satisfying the quorum requirement for conducting business at the meeting.

Did Plug Power stockholders approve the proposal to adjust Charter voting requirements?

Stockholders did not approve the proposal to amend Plug Power’s Charter to adjust voting requirements to align with Section 242(d)(2) of Delaware law. The measure failed to obtain the affirmative vote of a majority of the voting power outstanding and entitled to vote on the matter.

What were the voting results on Plug Power’s proposal to increase authorized shares?

For the proposal to increase authorized common shares, Plug Power stockholders cast 696,657,258 votes for, 66,316,964 votes against, and 6,411,513 abstentions, with no broker non-votes. This level of support was sufficient to approve the Charter amendment doubling authorized common stock.

Does the increase in Plug Power’s authorized shares mean immediate dilution for stockholders?

The increase in authorized shares does not by itself cause dilution because no shares are issued through this amendment alone. Dilution would occur only if Plug Power’s board later issues additional shares under this larger authorization in financings, acquisitions, or other transactions.

Filing Exhibits & Attachments

4 documents

Other Documents

• EX-3.1 EXHIBIT 3.1 5.2 KB
• EX-101 XBRL TAXONOMY EXTENSION SCHEMA 2.9 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE 33.4 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE 21.8 KB