Plug Power Insider Grant: 2.25M Options to CEO, 10-Year Term

Rhea-AI Filing Summary

Plug Power Inc. reported a stock option grant to reporting person Andrew Marsh, who is identified as President and CEO and a director. The option was awarded under the companys 2021 Stock Option and Incentive Plan and gives the holder the right to buy 2,250,000 shares of common stock at an exercise price of $1.44 per share.

The grant date is 09/04/2025, the option expires 09/04/2035, and the underlying shares vest in three equal annual installments following the grant date, subject to continued service. The filing shows the position as direct ownership of the derivative security after the transaction.

Insights

Financial Analyst

TL;DR: CEO received a large 10-year option for 2.25M shares at $1.44, tying long-term pay to stock performance.

The grant of 2,250,000 stock options at a $1.44 exercise price is sizable and has clear incentive alignment properties: vesting over three years links retention and performance to equity value appreciation. The 10-year term gives significant runway for value creation before expiration, while the low exercise price relative to typical market volatility could provide material upside to the holder if share price strengthens. Investors should note the absolute option count as a potential dilution factor when assessing share count and per-share metrics.

Corporate Governance Expert

TL;DR: Grant follows plan authorization but is large; vesting schedule is service-based rather than explicitly performance-based.

The award is granted under the 2021 Stock Option and Incentive Plan and vests in three equal annual installments, contingent on continued service. From a governance standpoint, service-vesting rather than performance-vesting focuses on retention over explicit performance hurdles. The form is signed by an attorney-in-fact, consistent with procedural practice; the disclosure provides the material terms but does not include any performance conditions beyond service.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Marsh Andrew

(Last) (First) (Middle)

C/O PLUG POWER INC.

125 VISTA BOULEVARD

(Street)

SLINGERLANDS NY 12159

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
PLUG POWER INC [ PLUG ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	President and CEO

3. Date of Earliest Transaction (Month/Day/Year)
09/04/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Stock Option (Right to Buy)(1)	$1.44	09/04/2025		A		2,250,000		(2)	09/04/2035	Common Stock	2,250,000	$0.00	2,250,000	D

Explanation of Responses:

1. Awarded pursuant to Plug Power Inc.'s 2021 Stock Option and Incentive Plan, as amended.

2. The shares underlying this stock option shall vest in three equal annual installments following the grant date, subject to the Reporting Person's continued service on each such vesting date.

	/s/ Gerard L. Conway, Jr., Attorney-in-Fact	09/08/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What did Plug Power (PLUG) disclose in this Form 4 filing?

The filing reports a grant of 2,250,000 stock options to Andrew Marsh on 09/04/2025, exercisable at $1.44 per share and expiring on 09/04/2035.

Who is the reporting person on the Form 4 for PLUG?

The reporting person is Andrew Marsh, identified as President and CEO and a director of Plug Power Inc.

How do the options vest according to the Form 4?

The shares underlying the option vest in three equal annual installments following the grant date, subject to the reporting person's continued service.

Are there any performance conditions disclosed for the option grant?

No performance conditions are disclosed in the filing; vesting is described as contingent on continued service only.

What is the ownership form and post-transaction position reported?

The filing shows the derivative security as direct (D) and reports 2,250,000 underlying shares following the transaction.