Plug Power's Recent Stock Issuance Dilutes Major Investor SK Innovation's Holding

Rhea-AI Filing Summary

Grove Energy Capital LLC and affiliated entities have reported a decrease in their beneficial ownership of Plug Power (PLUG) to 4.8% (54,966,188 shares) from their previous position, falling below the 5% threshold that requires Schedule 13D reporting. This reduction was due to dilution from various share issuances by Plug Power, not from any direct sales by the reporting persons.

The reporting group includes:

• Grove Energy Capital LLC
• Plutus Capital NY
• PassKey
• PNES Investments
• PRISM Energy International Americas (formerly SK E&S Americas)
• SK Innovation Co
• SK Inc (formerly SK Holdings Co)

The ownership calculation is based on 1,146,559,359 shares outstanding as of June 5, 2025, as reported in Plug Power's Prospectus Supplement dated June 6, 2025. This Amendment No. 3 serves as an exit filing as the group's ownership has fallen below 5%.

Positive

• None.

Negative

• SK Group entities' ownership stake in Plug Power has fallen below 5% (to 4.79%) due to share dilution from various stock issuances by the company

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 3)

PLUG POWER INC

(Name of Issuer)

Common Stock, par value $0.01 per share

(Title of Class of Securities)

72919P202

(CUSIP Number)

Aubrey Kelley
515 W 156 St, Apt 54
New York, NY, 10032
6063830954

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

06/06/2025

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

SCHEDULE 13D

CUSIP No. 72919P202

1

Name of reporting person

Grove Energy Capital LLC

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 54,966,188.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 54,966,188.00

11

Aggregate amount beneficially owned by each reporting person

54,966,188.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

4.8 %

14

Type of Reporting Person (See Instructions)

OO

Comment for Type of Reporting Person:

The percentage ownership in row 13 is based on 1,146,559,359 shares of common stock outstanding as of June 5, 2025, as reported in the Issuer's Prospectus Supplement dated June 6, 2025 to Prospectus dated May 27, 2025 (Registration Statement No. 333-287577), such Prospectus Supplement filed with the Securities and Exchange Commission on June 6, 2025 (the "Prospectus Supplement"). The percentage is 4.79, rounded up to 4.8.

SCHEDULE 13D

CUSIP No. 72919P202

1

Name of reporting person

Plutus Capital NY, Inc.

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 54,966,188.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 54,966,188.00

11

Aggregate amount beneficially owned by each reporting person

0.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

4.8 %

14

Type of Reporting Person (See Instructions)

CO

Comment for Type of Reporting Person:

The beneficial ownership in row 13 is based on 1,146,559,359 shares of common stock outstanding as of June 5, 2025. as reported in the Prospectus Supplement. The percentage is 4.79, rounded up to 4.8.

SCHEDULE 13D

CUSIP No. 72919P202

1

Name of reporting person

PassKey, Inc.

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 54,966,188.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 54,966,188.00

11

Aggregate amount beneficially owned by each reporting person

54,966,188.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

4.8 %

14

Type of Reporting Person (See Instructions)

CO

Comment for Type of Reporting Person:

The beneficial ownership in row 13 is based on 1,146,559,359 shares of common stock outstanding as of June 5, 2025. as reported in the Prospectus Supplement. The percentage is 4.79, rounded up to 4.8.

SCHEDULE 13D

CUSIP No. 72919P202

1

Name of reporting person

PNES Investments, LLC

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 54,966,188.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 54,966,188.00

11

Aggregate amount beneficially owned by each reporting person

54,966,188.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

4.8 %

14

Type of Reporting Person (See Instructions)

OO

Comment for Type of Reporting Person:

The beneficial ownership in row 13 is based on 1,146,559,359 shares of common stock outstanding as of June 5, 2025, as reported in the Prospectus Supplement. The percentage is 4.79, rounded up to 4.8.

SCHEDULE 13D

CUSIP No. 72919P202

1

Name of reporting person

PRISM Energy International Americas, Inc. (formerly known as SK E&S Americas, Inc.)

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 54,966,188.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 54,966,188.00

11

Aggregate amount beneficially owned by each reporting person

54,966,188.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

4.8 %

14

Type of Reporting Person (See Instructions)

CO

Comment for Type of Reporting Person:

The beneficial ownership in row 13 is based on 1,146,559,359 shares of common stock outstanding as of June 5, 2025, as reported in the Prospectus Supplement. The percentage is 4.79, rounded up to 4.8.

SCHEDULE 13D

CUSIP No. 72919P202

1

Name of reporting person

SK Innovation Co., Ltd.

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

KOREA, REPUBLIC OF

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 54,966,188.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 54,966,188.00

11

Aggregate amount beneficially owned by each reporting person

54,966,188.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

4.8 %

14

Type of Reporting Person (See Instructions)

CO

Comment for Type of Reporting Person:

The beneficial ownership in row 13 is based on 1,146,559,359 shares of common stock outstanding as of June 5, 2025 as reported in the Prospectus Supplement. The percentage is 4.79, rounded up to 4.8.

SCHEDULE 13D

CUSIP No. 72919P202

1

Name of reporting person

SK Inc. (formerly known as SK Holdings Co., Ltd.)

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

KOREA, REPUBLIC OF

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 54,966,188.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 54,966,188.00

11

Aggregate amount beneficially owned by each reporting person

54,966,188.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

4.8 %

14

Type of Reporting Person (See Instructions)

CO

Comment for Type of Reporting Person:

The beneficial ownership in row 13 is based on 1,146,559,359 shares of common stock outstanding as of June 5, 2025 as reported in the Prospectus Supplement. The percentage is 4.79, rounded up to 4.8.

SCHEDULE 13D

Item 1.	Security and Issuer
(a)	Title of Class of Securities: Common Stock, par value $0.01 per share
(b)	Name of Issuer: PLUG POWER INC
(c)	Address of Issuer's Principal Executive Offices: 125 VISTA BOULEVARD, 125 VISTA BOULEVARD, SLINGERLANDS, NEW YORK , 12159.
Item 1 Comment: Item 1 of the Existing Schedule 13D (as defined below) is hereby updated and supplemented as follows: This Amendment No. 3 to the statement on Schedule 13D ("Amendment No. 3") amends the statement on Schedule 13D originally filed on March 8, 2021, as amended by Amendment No. 1 to the statement on Schedule 13D filed on May 11, 2022, and as further amended by Amendment No. 2 to the statement on Schedule 13D filed on November 4, 2024 (as so amended, the "Existing Schedule 13D"). Capitalized terms used and not defined in this Amendment No. 3 have the meanings ascribed in the Existing Schedule 13D. This Amendment No. 3 is being filed on behalf of (i) Grove Energy Capital LLC, a Delaware limited liability company, (ii) Plutus Capital NY, Inc., a Delaware corporation, (iii) PNES Investments, LLC, a Delaware limited liability company, (iv) PassKey, Inc., a Delaware corporation, (v) PRISM Energy International Americas, Inc. (formerly known as SK E&S Americas, Inc.), a Delaware corporation, (vi) SK Innovation Co., Ltd., a company organized under the laws of the Republic of Korea, and (vii) SK Inc. (formerly known as SK Holdings Co., Ltd.), a company organized under the laws of the Republic of Korea (together with each of (i) through (vi) above, a Reporting Person). The Reporting Persons have not engaged in any acquisition or disposition of common stock of the Issuer after the original date of acquisition, other than pursuant to internal reorganizations, the most recent of which was reported in Amendment No. 2 to the Schedule 13D. This Amendment No. 3 is being filed solely to report a decrease in the Reporting Persons percentage of beneficial ownership to below 5% resulting from dilution from various share issuances by the Issuer. On June 5, 2025, the Issuer filed with the Securities and Exchange Commission a prospectus supplement dated June 6, 2025 (the Prospectus Supplement) to a prospectus dated May 27, 2025, disclosing that based on 1,146,559,359 shares of common stock issued and outstanding as of June 5, 2025, the Reporting Persons beneficially owned 4.79% of the Issuers common stock. Having performed their own calculation of beneficial ownership based on the number of outstanding shares as disclosed therein, the Reporting Persons are filing this Amendment No. 3 to report the reduction in their percentage beneficial ownership to 4.79%. The Reporting Person have used June 6, 2025, the filing date of the Prospectus Supplement as the date of the event triggering the filing of Amendment No. 3 as it is not possible to determine an exact date prior thereto as of which the Reporting Persons beneficial ownership fell below the 5% threshold as a result of dilution. As the Reporting Persons beneficial ownership is now below 5%, this Amendment No. 3 constitutes an exit filing on behalf of all Reporting Persons.
Item 5.	Interest in Securities of the Issuer
(a)	Item 5 of the Existing Schedule 13D is hereby supplemented as follows: The responses of the Reporting Persons to Rows (7) through (13) of the cover pages of this Amendment No. 3 and in Item 1 above are incorporated herein by reference. The reported percentage of the class beneficially owned by each Reporting Person is based on 1,146,559,359 shares of Common Stock issued and outstanding as of June 5, 2025, as reported by the Issuer in the Prospectus Supplement. Neither the filing of this Amendment No. 3 nor any of its contents shall be deemed to constitute an admission that any Reporting Person is the beneficial owner of the Common Stock referred to herein for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended, or for any other purpose and each of the Reporting Persons expressly disclaims beneficial ownership of such shares of Common Stock.
Item 7.	Material to be Filed as Exhibits.
	Exhibit A Joint Filing Agreement, dated as of May 11, 2022, by and among the Reporting Persons (incorporated by reference in this Amendment No. 2, as previously filed as Exhibit A with Amendment No. 1).

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Grove Energy Capital LLC

Signature:	Lee, Ji Young
Name/Title:	Lee, Ji Young/Authorized Signatory
Date:	06/25/2025

Plutus Capital NY, Inc.

Signature:	Lee, Ji Young
Name/Title:	Lee, Ji Young/Authorized Signatory
Date:	06/25/2025

PassKey, Inc.

Signature:	Park, Ki Dae
Name/Title:	Park, Ki Dae/Authorized Signatory
Date:	06/25/2025

PNES Investments, LLC

Signature:	Park, Ki Dae
Name/Title:	Park, Ki Dae/Authorized Signatory
Date:	06/25/2025

PRISM Energy International Americas, Inc. (formerly known as SK E&S Americas, Inc.)

Signature:	Lee, Hyun Boo
Name/Title:	Lee, Hyun Boo/Authorized Signatory
Date:	06/25/2025

SK Innovation Co., Ltd.

Signature:	Lee, Woo Hyun
Name/Title:	Lee, Woo Hyun/Authorized Signatory
Date:	06/25/2025

SK Inc. (formerly known as SK Holdings Co., Ltd.)

Signature:	Cho, Wonsang
Name/Title:	Cho, Wonsang/Authorized Signatory
Date:	06/25/2025

FAQ

What is SK Group's current ownership percentage in PLUG stock as of June 2025?

SK Group's ownership in PLUG has decreased to 4.8% (specifically 4.79%) of outstanding shares, based on 54,966,188 shares beneficially owned out of 1,146,559,359 total shares outstanding as of June 5, 2025.

How many PLUG shares does SK Group currently own?

SK Group entities collectively own 54,966,188 shares of PLUG common stock through various subsidiaries including Grove Energy Capital LLC, Plutus Capital NY, PassKey Inc., and other affiliated entities.

Why did SK Group's ownership percentage in PLUG decrease in 2025?

SK Group's ownership percentage fell below 5% due to dilution from various share issuances by PLUG Power, not from any sales by SK Group. The filing specifically notes that SK Group 'has not engaged in any acquisition or disposition of common stock' other than internal reorganizations.

Which SK Group entities hold shares in PLUG Power?

The PLUG shares are held through seven entities: Grove Energy Capital LLC, Plutus Capital NY Inc., PassKey Inc., PNES Investments LLC, PRISM Energy International Americas Inc. (formerly SK E&S Americas), SK Innovation Co. Ltd., and SK Inc. (formerly SK Holdings Co. Ltd.).

What type of voting power does SK Group have over its PLUG shares?

SK Group entities have shared voting and dispositive power over all 54,966,188 shares, with zero sole voting or dispositive power. This is consistent across all reporting entities listed in the filing.