Plug Power SEC Filings

Plug Power Inc. officer and CSO & GM EMEA reported several personal transactions in the company’s common stock. On 10/10/2025, the reporting person sold 10,000 shares at $3.80 per share, and on 12/10/2025 sold an additional 40,000 shares at $2.20 per share, both noted as sales under a Rule 10b5-1 trading plan adopted on June 13, 2025. On 10/17/2025 and 11/07/2025, a total of 7,817 and 35,957 shares, respectively, were tendered to Plug Power to satisfy tax withholding obligations related to vesting of restricted stock awards at reference prices of $3.48 and $2.51 per share under the company’s 2021 Stock Option and Incentive Plan. After these transactions, the reporting person beneficially owns 373,809 Plug Power common shares directly.

Plug Power Inc. has called a virtual special meeting on January 29, 2026 for stockholders to vote on three charter changes. Proposal 1 would lower the voting threshold for certain future amendments, such as changes to authorized shares or reverse stock splits, to match Delaware’s Section 242(d)(2), so approval would be based on a majority of votes cast rather than a majority of all shares outstanding.

Proposal 2 would double authorized common stock from 1.5 billion to 3.0 billion shares. The company says it has less than 0.4% of authorized common stock left and must increase authorized shares by February 28, 2026 to honor warrants for 185,430,464 shares and $375.0 million of 6.75% convertible notes due 2033. If Proposal 2 fails, the board plans to use a previously approved reverse stock split instead. Proposal 3 would allow adjournment of the meeting to gather more proxies. The board unanimously recommends voting in favor of all three proposals.

Plug Power Inc. completed a private offering of $431.25 million of 6.75% Convertible Senior Notes due 2033. The notes were sold at 95% of face value, giving the company net proceeds of about $399.4 million.

The notes bear 6.75% interest, paid twice a year, and mature on December 1, 2033, with holders able to convert after a specified date into cash, common stock, or a combination, at the company’s election. The initial conversion rate is 333.3333 shares per $1,000 of notes, equal to an initial conversion price of roughly $3.00 per share, a 40% premium to the $2.14 stock price on November 18, 2025. The company also discloses an initial maximum conversion rate of 467.2897 shares per $1,000, allowing up to 201,518,683 shares to be issued if fully converted.

Plug Power used approximately $245.7 million of the proceeds to fully repay its 15.00% secured debentures, including accrued interest and a termination fee, and about $153.9 million to repurchase $138.0 million principal of its 7.00% convertible notes due 2026. Remaining funds are earmarked for working capital and general corporate purposes.

Plug Power Inc. has called a virtual special meeting on January 15, 2026 for stockholders to vote on two major charter changes and a possible adjournment. The first proposal would amend the charter so that certain future amendments, including changes to authorized shares and reverse stock splits, can be approved by a majority of votes cast, aligning the company’s standard with Section 242(d)(2) of Delaware law.

The second proposal would double the company’s authorized common stock from 1,500,000,000 to 3,000,000,000 shares. Plug Power states it has less than 0.4% of its authorized common stock available and highlights contractual obligations tied to warrants to purchase 185,430,464 shares issued on October 9, 2025 and $375.0 million of 6.75% convertible senior notes due 2033 issued on November 21, 2025. The board prefers direct authorization of more shares over using a previously approved reverse stock split and is also seeking authority to adjourn the meeting to solicit additional proxies if needed.

Plug Power Inc. (PLUG) is hosting its seventh annual Plug Symposium at its Vista manufacturing facility in Slingerlands, New York, starting at 9:00 a.m. Eastern Time on November 18, 2025. The event’s theme, “Strengthening Energy Independence,” focuses on hydrogen’s role in global energy security.

Senior leaders, including CEO Andrew J. Marsh, President and Chief Revenue Officer Jose Luis Crespo, and CFO Paul B. Middleton, will present the company’s strategic vision in the hydrogen economy and provide a financial update. They plan to discuss Project Quantum Leap initiatives to streamline the business and strengthen the balance sheet, operational milestones, energy grid challenges and Plug’s energy management solutions, scaling operations at the Vista facility, and engineering and technology developments.

The symposium will also cover electrolyzer deployment milestones and pipeline, the hydrogen production network, hydrogen plant design and execution, and key partnerships and customer projects. A fireside chat between Mr. Marsh and Mr. Crespo will address company strategy and the planned leadership transition, as Mr. Marsh prepares to hand the CEO role to Mr. Crespo in March 2026. Presentation materials and a press release are furnished as Exhibits 99.1 and 99.2 and are not deemed filed under the Exchange Act.

Plug Power Inc. reported a wider Q3 2025 net loss of $363.5 million as higher costs and one‑time charges outweighed modest revenue growth. Net revenue was $177.1 million versus $173.7 million a year ago, driven by fuel and power purchase agreements. Gross loss reached $120.2 million, and operating loss was $348.8 million, reflecting impairments and restructuring.

The company recorded Q3 impairments across assets, including $50.0 million to property, plant and equipment, $28.1 million to contract assets, $11.4 million to prepaid capital expenditures, $6.9 million to operating lease ROU assets, and $1.1 million to finite‑lived intangibles. For the nine months, net loss was $789.1 million and cash used in operations was $387.2 million.

Liquidity actions included an at‑the‑market program—Q3 sales of 29.4 million shares at a weighted‑average $1.60 for gross proceeds of $47.2 million—with $944.1 million of capacity remaining as of September 30, 2025. In March, a registered direct deal provided net proceeds of $267.5 million, and a subsequent October warrant inducement brought $355.1 million. The company also issued $210.0 million initial and $52.5 million second‑tranche 15.00% secured debentures and received $29.5 million from warrant exercises. Shares outstanding were 1,391,427,242 as of November 5, 2025.

Plug Power Inc. announced it furnished a press release detailing its financial results for the third quarter ended September 30, 2025. The company will host a conference call at 4:30 p.m. Eastern Time to discuss the results, with access available via its website.

The information provided under Items 2.02 and 7.01, including Exhibit 99.1, is furnished and not deemed filed under the Exchange Act, except as expressly incorporated by reference. Exhibits include the Q3 2025 press release and the cover page interactive data file.

Plug Power announced a non-binding letter of intent to monetize its electricity rights and work with a U.S. data center project developer to explore auxiliary and back-up power solutions using the company’s fuel cell technology. The update was shared under Regulation FD and accompanied by a furnished press release (Exhibit 99.1).

The agreement is exploratory and not yet binding, describing potential collaboration rather than a finalized contract.

Plug Power Inc. (PLUG) reported an insider transaction by its CEO and director. On 10/31/2025, he acquired 9,415 shares of common stock at $2.69 per share, issued as fully vested stock under the company’s 2021 Stock Option and Incentive Plan pursuant to an election to receive a portion of salary and bonus in shares.

Following the transaction, beneficial ownership stood at 918,343 shares held directly, and 115,464 shares held indirectly through Plug Power’s 401(k) plan based on a plan statement as of October 31, 2025.