Plug Power (NASDAQ: PLUG) extends $1.0B stock sale program to 2027

Rhea-AI Filing Summary

Plug Power Inc. entered into Amendment No. 3 to its existing At Market Issuance Sales Agreement with B. Riley Securities, Inc., which allows Plug Power to offer and sell shares of common stock with an aggregate gross sales price of up to $1.0 billion.

The amendment primarily extends the agreement so it now ends on the earlier of August 15, 2027 or the sale of all shares available under the program. Plug Power agreed to reimburse B. Riley’s legal expenses up to $25,000 related to this amendment, while all other material terms remain unchanged.

Shares sold under this arrangement are issued pursuant to Plug Power’s automatic shelf registration statement on Form S-3 and a related prospectus supplement filed with the SEC on August 15, 2025.

8-K Event Classification

2 items: 1.01, 9.01

2 items

Item 1.01 Entry into a Material Definitive Agreement Business

The company signed a significant contract such as a merger agreement, credit facility, or major partnership.

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): August 15, 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’S. 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.

As previously disclosed, Plug Power Inc. (the “Company”) entered into an At Market Issuance Sales Agreement, dated January 17, 2024 (the “Original Agreement”), as amended by Amendment No. 1 to the Original Agreement, dated February 23, 2024 (“Amendment No. 1”), and Amendment No. 2 to the Original Agreement, dated November 7, 2024 (“Amendment No. 2” and together with the Original Agreement and Amendment No. 1, the “Sales Agreement”), with B. Riley Securities, Inc. (“B. Riley”), pursuant to which the Company may, from time to time, offer and sell shares of the Company’s common stock, par value $0.01 per share (the “Shares”), through or to B. Riley, as sales agent or principal, having an aggregate gross sales price of up to $1.0 billion in an “at the market offering” as defined in Rule 415 promulgated under the Securities Act of 1933, as amended (the “Securities Act”). On August 15, 2025, the Company and B. Riley entered into Amendment No. 3 to the Sales Agreement (“Amendment No. 3”) to extend the term of the Sales Agreement. Unless earlier terminated, the Sales Agreement, as amended by Amendment No. 3, will terminate upon the earlier to occur of (i) August 15, 2027 and (ii) the issuance and sale of all of the Shares under the Sales Agreement. The Company has agreed to reimburse B. Riley for its legal expenses in an amount not to exceed $25,000 in connection with Amendment No. 3. The material terms and conditions of the Sales Agreement otherwise remain unchanged.

The Shares will be issued pursuant to the Company’s automatic shelf registration statement on Form S-3 (File No. 333-287577), which became effective upon filing with the Securities and Exchange Commission (the “SEC”) on May 27, 2025 and the prospectus supplement, dated and filed with the SEC pursuant to Rule 424(b) under the Securities Act on August 15, 2025.

The foregoing description of Amendment No. 3 does not purport to be complete and is qualified in its entirety by reference to the full text of Amendment No. 3, which is filed herewith as Exhibit 1.1 and incorporated by reference herein. A copy of the full text of the Original Agreement was filed as Exhibit 1.1 to the Company’s Current Report on Form 8-K with the SEC on January 17, 2024, a copy of the full text of Amendment No. 1 was filed as Exhibit 1.1 to the Company’s Current Report on Form 8-K with the SEC on February 23, 2024, and a copy of the full text of Amendment No. 2 was filed as Exhibit 1.1 to the Company’s Current Report on Form 8-K with the SEC on November 8, 2024. A copy of the opinion of Goodwin Procter LLP with respect to the validity of the shares of Common Stock that may be offered and sold pursuant to the Sales Agreement, as amended by Amendment No. 3, is filed herewith as Exhibit 5.1.

This Current Report shall not constitute an offer to sell or the solicitation of an offer to buy any securities of the Company, nor shall there be any sale of such securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit Number		Title
1.1		Amendment No. 3 to At Market Issuance Sales Agreement, dated August 15, 2025, by and between Plug Power Inc. and B. Riley Securities, Inc.
5.1		Opinion of Goodwin Procter LLP
23.1		Consent of Goodwin Procter LLP (included in Exhibit 5.1)
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: August 15, 2025	By:	/s/ Paul Middleton
		Name: Paul Middleton
		Title: Chief Financial Officer

FAQ

What agreement did Plug Power (PLUG) update in this 8-K filing?

Plug Power updated its At Market Issuance Sales Agreement with B. Riley Securities. Amendment No. 3 extends the existing stock sale program while keeping all material terms the same, other than the new end date and limited legal expense reimbursement.

How large is Plug Powere28099s at-the-market stock offering program?

The program permits aggregate gross stock sales of up to $1.0 billion. Under the Sales Agreement, Plug Power may from time to time sell common shares through or to B. Riley Securities, acting as sales agent or principal, within this overall $1.0 billion capacity.

How long will Plug Powere28099s amended Sales Agreement with B. Riley remain in effect?

The amended Sales Agreement runs until August 15, 2027, or earlier if all shares are sold. Amendment No. 3 sets this outside date, so the program ends once either the time limit is reached or the full share amount has been issued.

What expenses will Plug Power reimburse B. Riley for under Amendment No. 3?

Plug Power agreed to reimburse B. Rileye28099s legal expenses up to $25,000. This reimbursement is specifically tied to work associated with Amendment No. 3, and does not change the broader financial terms of the at-the-market Sales Agreement.

Under which SEC registration is Plug Power selling shares in this program?

Shares are issued under Plug Powere28099s automatic shelf registration statement on Form S-3. This shelf, effective May 27, 2025, and a related August 15, 2025 prospectus supplement provide the legal framework for selling common stock through the Sales Agreement.

Does Amendment No. 3 change the core terms of Plug Powere28099s Sales Agreement?

The amendment leaves the material terms and conditions of the Sales Agreement unchanged. It primarily extends the term and adds a capped legal fee reimbursement, while the size, structure, and mechanics of the $1.0 billion at-the-market stock program remain the same.