# Plug Power Inc: Form 10-Q for the period ended Mar 31, 2025

- Company: [Plug Power Inc](/companies/plug.md) (CIK 1093691)
- Form: 10-Q
- Filed: 2025-05-12
- Accepted by EDGAR: May 12, 2025, 20:51 ET
- Period: 2025-03-31
- Accession: 0001558370-25-007412
- Inline XBRL: yes
- Main document: https://www.sec.gov/Archives/edgar/data/1093691/000155837025007412/plug-20250331x10q.htm
- All documents and exhibits: https://www.sec.gov/Archives/edgar/data/1093691/000155837025007412/

## Figures reported in this filing

Standardized XBRL line items for the period ended 2025-03-31.

| Line item | Period | Value | XBRL concept |
| --- | --- | ---: | --- |
| Revenue | 3 months, 2025-01-01 to 2025-03-31 | $133.7m | us-gaap:Revenues |
| Cost of revenue | 3 months, 2025-01-01 to 2025-03-31 | $207.5m | us-gaap:CostOfRevenue |
| Gross profit | 3 months, 2025-01-01 to 2025-03-31 | −$73.9m | us-gaap:GrossProfit |
| Research and development | 3 months, 2025-01-01 to 2025-03-31 | $17.4m | us-gaap:ResearchAndDevelopmentExpense |
| Selling, general and administrative | 3 months, 2025-01-01 to 2025-03-31 | $80.8m | us-gaap:SellingGeneralAndAdministrativeExpense |
| Operating income | 3 months, 2025-01-01 to 2025-03-31 | −$178.5m | us-gaap:OperatingIncomeLoss |
| Interest expense | 3 months, 2025-01-01 to 2025-03-31 | $11.5m | us-gaap:InterestExpense |
| Income tax | 3 months, 2025-01-01 to 2025-03-31 | $0 | us-gaap:IncomeTaxExpenseBenefit |
| Net income | 3 months, 2025-01-01 to 2025-03-31 | −$196.7m | us-gaap:NetIncomeLoss |
| Diluted EPS | 3 months, 2025-01-01 to 2025-03-31 | −$0.21 | us-gaap:EarningsPerShareDiluted |
| Basic EPS | 3 months, 2025-01-01 to 2025-03-31 | −$0.21 | us-gaap:EarningsPerShareBasic |
| Diluted shares (weighted) | 3 months, 2025-01-01 to 2025-03-31 | 945,767,987 shares | us-gaap:WeightedAverageNumberOfDilutedSharesOutstanding |
| Operating cash flow | 3 months, 2025-01-01 to 2025-03-31 | −$105.6m | us-gaap:NetCashProvidedByUsedInOperatingActivities |
| Capital expenditure | 3 months, 2025-01-01 to 2025-03-31 | $40.5m | us-gaap:PaymentsToAcquirePropertyPlantAndEquipment |
| Cash and equivalents | at 2025-03-31 | $295.8m | us-gaap:CashAndCashEquivalentsAtCarryingValue |
| Current assets | at 2025-03-31 | $1.53bn | us-gaap:AssetsCurrent |
| Total assets | at 2025-03-31 | $3.63bn | us-gaap:Assets |
| Current liabilities | at 2025-03-31 | $788.4m | us-gaap:LiabilitiesCurrent |
| Total liabilities | at 2025-03-31 | $1.70bn | us-gaap:Liabilities |
| Shareholders' equity | at 2025-03-31 | $1.86bn | us-gaap:StockholdersEquity |

## Management's discussion and analysis

As filed, 79,889 characters.

The following discussion should be read in conjunction with our accompanying unaudited interim condensed consolidated financial statements and notes thereto included within this Quarterly Report on Form 10-Q, and our audited and notes thereto included in our 2024 Form 10-K. In addition to historical information, this Quarterly Report on Form 10-Q and the following discussion contain statements that are not historical facts and are considered forward-looking within the meaning of Section 27A of the Securities Act, and Section 21E of the Exchange Act. These forward-looking statements contain projections of our future results of operations or of our financial position or state other forward-looking information. In some cases, you can identify these statements by forward-looking words such as “anticipate”, “believe”, “could”, “continue”, “estimate”, “expect”, “forecast”, “intend”, “may”, “should”, “will”, “would”, “plan”, “potential”, “project” or the negative of such words or other similar words or phrases. We believe that it is important to communicate our future expectations to our investors. However, there may be events in the future that we are not able to accurately predict or control and that may cause our actual results to differ materially from the expectations we describe in our forward-looking statements. Investors are cautioned not to unduly rely on forward-looking statements because they involve risks and uncertainties, and actual results may differ materially from those discussed as a result of various factors, including, but not limited to:

- the risk that we continue to incur losses and might never achieve or maintain profitability;
- the risk that we will need to raise additional capital to fund our operations and such capital may not be available to us, or if received, may not be available to us on favorable terms;
- the risk that we may not be able to expand our business or manage our future growth effectively;
- our ability to maintain an effective system of internal control over financial reporting;
- the risk that delays in or not completing our product development and hydrogen plant construction goals may adversely affect our revenue and profitability;
- the risk that we may not be able to obtain from our hydrogen suppliers a sufficient supply of hydrogen at competitive prices or the risk that we may not be able to produce hydrogen internally at competitive prices;
- our ability to achieve the forecasted revenue and costs on the sale of our products;
- the risk that we may not be able to convert all of our estimated future revenue into revenue and cash flows;
- the risk that purchase orders may not ship, be commissioned or installed and/or converted to revenue, in whole or in part;
- the risk that some or all of the recorded goodwill, intangible assets and property, plant, and equipment could be subject to impairment;
- the anticipated benefits and actual savings and costs resulting from the implementation of cost-reduction measures that include workforce reductions and limits on discretionary spending, inventory and capital expenditures;
- the risks associated with global economic uncertainty, including inflationary pressures, fluctuating interest rates, currency fluctuations, and supply chain disruptions;
- the risk of elimination, reduction of, or changes in qualifying criteria for government subsidies and economic incentives for alternative energy products, or the nonrenewal of such subsidies and incentives;
- the risk that the Department of Energy loan may be delayed, or that we may not be able to satisfy all of the technical, legal, environmental or financial conditions acceptable to the Department of Energy to receive the loan;
- the risks, liabilities, and costs related to environmental, health, and safety matters;
- the risk that our lack of extensive experience in manufacturing and marketing of certain of our products may impact our ability to manufacture and market said products on a profitable and large-scale commercial basis;
- the risk that a sale or issuance of a significant number of shares of stock could depress the market price of our common stock;
- the risk of dilution to our stockholders and/or impact to our stock price should we need to raise additional capital;
- the risk that negative publicity related to our business or stock could result in a negative impact on our stock value and profitability;
- our ability to leverage, attract and retain key personnel;
- the risk related to increased scrutiny and changing expectations from regulators, investors, and others regarding our environmental, social and governance practices and reporting, including those related to workplace diversity, equity and inclusion;
- the risk of increased costs associated with legal proceedings and legal compliance;
- the risk that a loss of one or more of our major customers, or the delay in payment or the failure to pay receivables by one of our major customers, could have a material adverse effect on our financial condition;
- the risk of potential losses related to any contract disputes;
- the risk of potential losses related to any product liability claims;
- the cost and timing of developing, marketing, and selling our products;
- the risks involved with participating in joint ventures, including our ability or inability to execute our strategic growth plan through joint ventures;
- our ability to obtain arrangements to support the sale or leasing of our products and services to customers, or our power purchase agreements with such customers;
- the risk that we may not be able to maintain a sufficient level of liquidity to achieve our business objectives or meet our obligations;
- the cost and availability of fuel and fueling infrastructures for our products;
- the risk that our convertible senior notes, if settled in cash, could have a material adverse effect on our financial results;
- the risk that our convertible note hedges may affect the value of our convertible senior notes and our common stock;
- the risks related to the use of flammable fuels in our products;
- market acceptance of our products and services;
- our ability to establish and maintain relationships with third parties with respect to product development, manufacturing, distribution, and servicing, and the supply of key product components;
- the cost and availability of components and parts for our products;
- the risk that possible new tariffs could have a material adverse effect on our business;
- our ability to develop commercially viable products;
- our ability to reduce product and manufacturing costs;
- our ability to successfully market, distribute and service our products and services internationally;
- our ability to improve system reliability for our products;
- competitive factors, such as price competition and competition from other traditional and alternative energy companies;
- our ability to protect our intellectual property;
- the risks related to our operational dependency on information technology and the risk of the failure of such technology, including failure to effectively prevent, detect, and recover from security compromises or breaches, including cyber-attacks;
- the cost of complying with current and future federal, state and international governmental regulations;
- the risks associated with past and potential future acquisitions;
- the risks associated with geopolitical instability, including the conflicts in the Middle East and between Russia and Ukraine as well as tensions between U.S. and China and neighboring regions; and
- the volatility of our stock price.

The risks included here are not exhaustive, and additional factors could adversely affect our business and financial performance, including factors and risks discussed in the section titled “Risk Factors” included under Part I, Item 1A, in our 2024 Form 10-K and supplemented by Part II, Item 1A of this Quarterly Report on Form 10-Q. Moreover, we operate in a very competitive and rapidly changing environment. New risk factors emerge from time to time, and it is not possible for management to predict all such risk factors, nor can we assess the impact of all such risk factors on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from these contained in any forward-looking statements. While forward-looking statements reflect our good faith beliefs, they are not guarantees of future performance. These forward-looking statements speak only as of the date on which the statements were made. Except as may be required by applicable law, we do not undertake or intend to update any forward-looking statements after the date of this Quarterly Report on Form 10-Q.

References in this Quarterly Report on Form 10-Q to “Plug”, the “Company”, “we”, “our” or “us” refer to Plug Power Inc., including as the context requires, its subsidiaries.

### Overview

Plug is facilitating the paradigm shift to an increasingly electrified world by innovating cutting-edge hydrogen and fuel cell solutions.

While we continue to develop commercially viable hydrogen and fuel cell product solutions, we have expanded our offerings to support a variety of commercial operations that can be powered with clean hydrogen. We provide electrolyzers that allow customers — such as refineries, producers of chemicals, steel, fertilizer and commercial refueling stations — to generate hydrogen on-site. We are focusing our efforts on (a) industrial mobility applications, including electric forklifts and electric industrial vehicles, at multi-shift high volume manufacturing and high throughput distribution sites where we believe our products and services provide a unique combination of productivity, flexibility, and environmental benefits; (b) production of hydrogen; and (c) stationary power systems that will support critical operations, such as data centers, microgrids, and generation facilities, in either a backup power or continuous power role, and replace batteries, diesel generators or the grid for telecommunication logistics, transportation, and utility customers. Plug expects to support these products and customers with an ecosystem of vertically integrated products that produce, transport, store and handle, dispense, and use hydrogen for mobility and power applications.

Our current product and service portfolio includes:

**GenDrive**: GenDrive is our hydrogen fueled PEM fuel cell system, providing power to material handling EVs, including Class 1, 2, 3 and 6 electric forklifts, automated guided vehicles, and ground support equipment.

**GenSure**: GenSure is our stationary fuel cell solution providing scalable, modular PEM fuel cell power to support the backup and grid-support power requirements of the telecommunications, transportation, and utility sectors; our GenSure High Power Fuel Cell Platform supports large scale stationary power and data center markets.

**Progen**: Progen is our fuel cell stack and engine technology currently used globally in mobility and stationary fuel cell systems. This includes Plug’s membrane electrode assembly, a critical component of the fuel cell stack used in zero-emission fuel cell systems.

**GenFuel**: GenFuel is our liquid hydrogen fueling, delivery, generation, storage, and dispensing system.

**GenCare**: GenCare is our ongoing “Internet of Things”-based maintenance and on-site service program for GenDrive fuel cell systems, GenSure fuel cell systems, GenFuel hydrogen storage and dispensing products and Progen fuel cell engines.

**GenKey**: GenKey is our vertically integrated “turn-key” solution combining either GenDrive or GenSure fuel cell power with GenFuel fuel and GenCare aftermarket service, offering complete simplicity to customers transitioning to fuel cell power.

**Electrolyzers**: The design and implementation of 5MW and 10MW electrolyzer systems that are modular, scalable hydrogen generators optimized for clean hydrogen production. Electrolyzers generate hydrogen from water using electricity and a special membrane and “green” hydrogen is generated by using renewable energy inputs, such as solar or wind power.

**Liquefaction Systems**: Plug’s 15 ton-per-day and 30 ton-per-day liquefiers are engineered for high efficiency, reliability, and operational flexibility — providing consistent liquid hydrogen to customers. This design increases plant reliability and availability while minimizing parasitic losses like heat leak and seal gas losses.

**Cryogenic Equipment:** Engineered equipment including trailers and mobile storage equipment for the distribution of liquified hydrogen, oxygen, argon, nitrogen and other cryogenic gases.

**Liquid Hydrogen:** Liquid hydrogen provides an efficient fuel alternative to fossil-based energy. We produce liquid hydrogen through our electrolyzer systems and liquefaction systems. Liquid hydrogen supply will be used by customers in material handling operations, fuel cell electric vehicle fleets, and stationary power applications.

We provide our products and solutions worldwide through our direct sales force, and by leveraging relationships with original equipment manufacturers (“OEMs”) and their dealer networks. Plug is currently targeting Asia, Australia, Europe, Middle East and North America for expansion in adoption. The European Union has rolled out ambitious targets for the hydrogen economy, with the United Kingdom also taking steps in this direction, and Plug is seeking to execute on our strategy to become one of the European leaders in the hydrogen economy. This includes a targeted account strategy for material handling, securing strategic partnerships with European OEMs, energy companies, utility leaders and accelerating our electrolyzer business.

Currently, we manufacture and/or assemble our products at our manufacturing facilities in Latham, New York; Rochester, New York; Slingerlands, New York; Houston, Texas; and Lafayette, Indiana; and have an expanded customer service center in Dayton, Ohio. In addition, we have hydrogen production plants in Charleston, Tennessee; Kingsland, Georgia; and St. Gabriel, Louisiana.

### Results of Operations

Our primary sources of revenue are from sales of equipment, related infrastructure and other, services performed on fuel cell systems and related infrastructure, power purchase agreements, and fuel delivered to customers and related equipment. A certain portion of our sales result from acquisitions in legacy markets, which we are working to transition to renewable solutions. Revenue from sales of equipment, related infrastructure and other represents sales of our GenDrive units, GenSure stationary backup power units, cryogenic stationary and on road storage, hydrogen liquefaction systems, electrolyzers and hydrogen fueling infrastructure. Revenue from services performed on fuel cell systems and related infrastructure represents revenue earned on our service and maintenance contracts and sales of spare parts. Revenue from power purchase agreements primarily represent payments received from customers who make monthly payments to access the Company’s GenKey solution. Revenue associated with fuel delivered to customers and related equipment represents the sale of hydrogen to customers that has been purchased by the Company from a third party or generated at our hydrogen production plants.

### Provision for Common Stock Warrants

On August 24, 2022, the Company issued to Amazon.com NV Investment Holdings LLC, a wholly owned subsidiary of Amazon (“Amazon”), a warrant (the “Amazon Warrant”) to acquire up to 16,000,000 shares of the Company’s common stock, subject to certain vesting events described below under “Common Stock Transactions – Amazon Transaction Agreement in 2022”.

In 2017, in separate transactions, the Company issued a warrant to each of Amazon and Walmart to purchase up to 55,286,696 shares of the Company’s common stock, subject to certain vesting events described below under “Common Stock Transactions – Amazon Transaction Agreement in 2017” and “Common Stock Transactions – Walmart Transaction Agreement”. The Company recorded a portion of the estimated fair value of the warrants as a reduction of revenue based upon the projected number of shares of common stock expected to vest under the warrants, the proportion of purchases by

Amazon, Walmart and their affiliates within the period relative to the aggregate purchase levels required for vesting of the respective warrants, and the then-current fair value of the warrants.

The amount of provision for the Amazon and Walmart warrants recorded as a reduction of revenue during the three months ended March 31, 2025 and 2024, respectively, is shown in the table below (in thousands):

| ​ ​ ​ | ​ ​ | ​ ​ Three months ended March 31, 2025 | ​ | ​ ​ March 31, 2024 |
| --- | --- | ---: | --- | ---: |
| Sales of equipment, related infrastructure and other | ​ | $(892) | ​ | $(2,267) |
| Services performed on fuel cell systems and related infrastructure | ​ | (1,688) | ​ | (448) |
| Power purchase agreements | ​ | (2,120) | ​ | (1,074) |
| Fuel delivered to customers and related equipment | ​ | (4,424) | ​ | (706) |
| Total | ​ | $(9,124) | ​ | $(4,495) |

Net revenue, cost of revenue, gross profit/(loss) and gross margin/(loss) for the three months ended March 31, 2025 and 2024 were as follows (in thousands):

| ​ ​ ​ For the three months ended March 31, 2025 | ​ ​ ​ ​ Net Revenue ​ ​ | ​ ​ ​ ​ | ​ ​ Cost of Revenue ​ ​ | ​ ​ ​ | ​ ​ Gross Profit/(Loss) ​ ​ | ​ ​ ​ | ​ ​ Gross ​ Margin/(Loss) ​ ​ |
| --- | ---: | --- | ---: | --- | ---: | --- | ---: |
| Sales of equipment, related infrastructure and other | $63,506 | ​ | $74,556 | ​ | $(11,050) |  | (17.4)% |
| Services performed on fuel cell systems and related infrastructure | 16,874 | ​ | 14,462 | ​ | 2,412 |  | 14.3% |
| Provision for loss contracts related to service | ​ — | ​ | ​ 8,888 | ​ | ​ (8,888) | ​ | N/A ​ |
| Power purchase agreements | 23,210 | ​ | 49,932 | ​ | (26,722) |  | (115.1)% |
| Fuel delivered to customers and related equipment | 29,457 | ​ | 59,354 | ​ | (29,897) |  | (101.5)% |
| Other | 627 | ​ | 343 | ​ | 284 |  | 45.3% |
| Total | $133,674 | ​ | $207,535 | ​ | $(73,861) |  | (55.3)% |
| **For the three months ended March 31, 2024** | ​ ​ | ​ | ​ ​ | ​ | ​ ​ | ​ | ​ ​ |
| Sales of equipment, related infrastructure and other | $68,295 | ​ | $135,125 | ​ | $(66,830) |  | (97.9)% |
| Services performed on fuel cell systems and related infrastructure | 13,023 | ​ | 12,957 | ​ | 66 |  | 0.5% |
| Provision for loss contracts related to service | ​ — | ​ | ​ 15,745 | ​ | ​ (15,745) | ​ | N/A ​ |
| Power purchase agreements | 18,304 | ​ | 55,228 | ​ | (36,924) |  | (201.7)% |
| Fuel delivered to customers and related equipment | 18,286 | ​ | 58,573 | ​ | (40,287) |  | (220.3)% |
| Other | 2,356 | ​ | 1,711 | ​ | 645 |  | 27.4% |
| Total | $120,264 | ​ | $279,339 | ​ | $(159,075) |  | (132.3)% |

### Net Revenue

*Revenue –* s*ales of equipment, related infrastructure and other.* Revenue from sales of equipment, related infrastructure and other represents sales of our GenDrive units, GenSure stationary backup power units, cryogenic delivery and storage, hydrogen liquefaction systems, electrolyzers and hydrogen fueling infrastructure (referred to at the site level as hydrogen installations). Revenue from sales of equipment, related infrastructure and other for the three months ended March 31, 2025 decreased $4.8 million, or 7.0%, to $63.5 million from $68.3 million for the three months ended March 31, 2024. Primarily contributing to the decrease in revenue was a decrease in sales of hydrogen infrastructure, sales of cryogenic equipment and liquefiers, sales of fuel cell systems and sales of engineered oil and gas equipment, partially offset by an increase in sales of electrolyzers. The decrease in revenue from sales of hydrogen infrastructure of $6.6 million was due to volume with one hydrogen site installation for the three months ended March 31, 2025 compared to three for the three months ended March 31, 2024. Additionally, there was a decrease of $2.7 million related to the sales of engineered oil and gas equipment from the Frames acquisition, for which sales are not expected to continue beyond current commitments. The decrease in revenue related to sales of fuel cell systems of $2.3 million was primarily due to a decrease in volume of GenDrive units sold, with 848 units sold for the three months ended March 31, 2025 compared to 1,298 units sold for the three months ended March 31, 2024. Additionally, revenue from sales of cryogenic equipment and liquefiers decreased $1.0 million for the three months ended March 31, 2025 primarily due to a slower rate of progress on existing liquefier projects as they near completion compared to the three months ended March 31, 2024, partially offset by a favorable product mix with respect to cryogenic equipment. Partially offsetting these decreases, revenue from sales of electrolyzers increased $7.9 million primarily due to progress on an existing electrolyzer project. Included in the changes described above, the provision for common stock warrants recorded as a reduction of revenue from sales of equipment, related infrastructure and other decreased to $0.9 million for the three months ended March 31, 2025 compared to $2.3 million for the three months ended March 31, 2024.

*Revenue – services performed on fuel cell systems and related infrastructure.* Revenue from services performed on fuel cell systems and related infrastructure represents revenue earned on our service and maintenance contracts and sales of spare parts. Revenue from services performed on fuel cell systems and related infrastructure for the three months ended March 31, 2025 increased $3.9 million, or 29.6%, to $16.9 million from $13.0 million for the three months ended March 31, 2024. The increase in revenue from services performed on fuel cell systems and related infrastructure was primarily due to the increase in pricing of our service agreements and aftermarket sales, partially offset by an increase in the provision for common stock warrants. In addition, the average number of GenDrive units under maintenance contracts during the three months ended March 31, 2025 increased to 23,225 compared to 21,948 during the three months ended March 31, 2024. Included in the change described above, the provision for common stock warrants recorded as a reduction of revenue from services performed on fuel cell systems and related infrastructure increased to $1.7 million during the three months ended March 31, 2025 compared to $0.4 million during the three months ended March 31, 2024.

*Revenue – power purchase agreements.* Revenue from Power Purchase Agreements (“PPAs”) represents payments received from customers for power generated through the provision of equipment and service. Revenue from PPAs for the three months ended March 31, 2025 increased $4.9 million, or 26.8%, to $23.2 million from $18.3 million for the three months ended March 31, 2024. The increase in revenue was a result of an increase in pricing rates during the first quarter of 2025 compared to the first quarter of 2024, partially offset by an increase in the provision for common stock warrants. Included in the change described above, the provision for common stock warrants recorded as a reduction of revenue from PPAs increased to $2.1 million during the three months ended March 31, 2025 compared to $1.1 million during the three months ended March 31, 2024.

*Revenue – fuel delivered to customers and related equipment*. Revenue from fuel delivered to customers and related equipment represents the sale of hydrogen that has been purchased by the Company from a third party or generated at our hydrogen production plants. Revenue from fuel delivered to customers and related equipment during the three months ended March 31, 2025 increased $11.2 million, or 61.1%, to $29.5 million from $18.3 million during the three months ended March 31, 2024. The increase in revenue was primarily due to increased fuel prices negotiated with certain customers during the second quarter of 2024. Included in the change described above, the provision for common stock warrants recorded as a reduction of revenue from fuel delivered to customers and related equipment increased to $4.4 million for the three months ended March 31, 2025 compared to $0.7 million for the three months ended March 31, 2024.

### Cost of Revenue

*Cost of revenue – sales of equipment, related infrastructure and other.* Cost of revenue from sales of equipment, related infrastructure and other includes direct materials, labor costs, and allocated overhead costs related to the manufacture of our fuel cells such as GenDrive units and GenSure stationary back-up power units, cryogenic delivery and storage, hydrogen liquefaction systems, electrolyzers and hydrogen fueling infrastructure (referred to at the site level as hydrogen installations). Cost of revenue from sales of equipment, related infrastructure and other during the three months ended March 31, 2025 decreased $60.5 million, or 44.8%, to $74.6 million from $135.1 million during the three months ended March 31, 2024. Primarily contributing to the decrease in cost of revenue was a decrease in sales of sales of fuel cell systems, sales of electrolyzers, hydrogen infrastructure, sales of cryogenic equipment and liquefiers and inventory valuation adjustments.

Cost of revenue related to sales of fuel cell systems decreased by $31.7 million primarily due to a decrease in volume of GenDrive units sold, with 848 units sold during the three months ended March 31, 2025 compared to 1,298 units sold during the three months ended March 31, 2024. Included in cost of revenue related to sales of fuel cell systems were inventory valuation adjustments of $4.7 million during the three months ended March 31, 2025 compared to $20.2 million during the three months ended March 31, 2024. The decrease in inventory valuation adjustments during the three months ended March 31, 2025 was primarily related to higher sales prices on recently signed contracts with customers resulting in decreased lower of cost or net realizable valuation adjustments.

Cost of revenue related to sales of electrolyzer stacks and systems decreased by $11.0 million primarily due to a decrease in inventory valuation adjustments, with $1.9 million recorded during the three months ended March 31, 2025 compared to $14.2 million during the three months ended March 31, 2024. The decrease in inventory valuation adjustments during the three months ended March 31, 2025 was primarily related to higher sales prices on recently signed contracts with customers resulting in decreased lower of cost or net realizable valuation adjustments.

The cost of revenue related to sales of hydrogen infrastructure decreased $10.4 million primarily due to the decrease in the number of hydrogen site installations, with one hydrogen site installation during the three months ended March 31, 2025 compared to three during the three months ended March 31, 2024. Included in cost of revenue related to sales of hydrogen infrastructure were inventory valuation adjustments of $0.3 million during the three months ended March 31, 2025 compared to $1.4 million during the three months ended March 31, 2024.

The cost of revenue related to sales of cryogenic equipment and liquefiers decreased $5.2 million during the three months ended March 31, 2025 primarily due to a slower rate of progress on existing liquefier projects as they near completion compared to the three months ended March 31, 2024, partially offset by a favorable product mix with respect to cryogenic equipment. Included in cost of revenue related to sales of cryogenic equipment and liquefiers were inventory valuation adjustments of $0.9 million during the three months ended March 31, 2025 compared to $1.5 million during the three months ended March 31, 2024.

Finally, there was a decrease in cost of revenue of $2.2 million related to a decrease in sales of engineered equipment from the Frames acquisition, for which sales are not expected to continue beyond current commitments.

Gross loss generated from sales of equipment, related infrastructure and other decreased to (17.4%) for the three months ended March 31, 2025 compared to (97.9%) for the three months ended March 31, 2024. The decrease in gross loss was primarily due to customer mix and the decrease in inventory valuation adjustments described above.

*Cost of revenue – services performed on fuel cell systems and related infrastructure*. Cost of revenue from services performed on fuel cell systems and related infrastructure includes the labor, material costs and allocated overhead costs incurred for our product service and hydrogen site maintenance contracts and spare parts. Cost of revenue from services performed on fuel cell systems and related infrastructure during the three months ended March 31, 2025 increased $1.5 million, or 11.6%, to $14.5 million from $13.0 million during the three months ended March 31, 2024. The increase in cost of revenue was primarily due to volume as the average number of GenDrive units under maintenance contracts during the three months ended March 31, 2025 was 23,225 compared to 21,948 during the three months ended March 31, 2024. Included in cost of revenue related to services performed on fuel cell systems and related infrastructure were inventory valuation adjustments of $0 during the three months ended March 31, 2025 compared to $0.1 million during the three months ended March 31, 2024. Gross margin increased to 14.3% for the three months ended March 31, 2025 compared to 0.5% for the three months ended March 31, 2024. The increase in gross margin was primarily due to the increase in negotiated contract rates described above.

*Cost of revenue – provision for loss contracts related to service.* The Company recorded a provision for loss contracts related to service of $8.9 million during the three months ended March 31, 2025 compared to $15.7 million during the three months ended March 31, 2024. The Company decreased the provision primarily due to relatively flat costs of labor, parts and related overhead compared to the first quarter of 2024 in which there were higher fluctuations in costs.

*Cost of revenue – power purchase agreements*. Cost of revenue from PPAs includes depreciation of assets utilized and service costs to fulfill PPA obligations and interest costs associated with certain financial institutions for leased equipment. Cost of revenue from PPAs during the three months ended March 31, 2025 decreased $5.3 million, or 9.6%, to $49.9 million from $55.2 million during the three months ended March 31, 2024. The decrease in cost was primarily due to a decrease in depreciation related to the Company’s right of use assets resulting from the Company’s annual impairment analysis conducted during the fourth quarter of 2024. Gross loss decreased to (115.1%) during the three months ended March 31, 2025 compared to (201.7%) during the three months ended March 31, 2024. The decrease in gross loss was primarily due to improved pricing and the reduction in cost described above.

*Cost of revenue – fuel delivered to customers and related equipment*. Cost of revenue from fuel delivered to customers and related equipment represents the purchase of hydrogen from suppliers and internally produced hydrogen that is ultimately sold to customers. Cost of revenue from fuel delivered to customers during the three months ended March 31, 2025 increased $0.8 million, or 1.3%, to $59.4 million from $58.6 million during the three months ended March 31, 2024. The increase was primarily due to higher costs of purchased fuel, partially offset by the recognition of the clean hydrogen production tax credit (“PTC”) of $1.8 million. Included in cost of revenue related to fuel delivered to customers and related equipment were inventory valuation adjustments of $0.5 million during the three months ended March 31, 2025 compared to $2.2 million during the three months ended March 31, 2024. Gross loss decreased to (101.5%) during the three months ended March 31, 2025 compared to (220.3%) during the three months ended March 31, 2024. The decrease in gross loss was primarily due to an increase in fuel internally produced by the Company and recognition of the PTC.

### Expenses

*Research and development.* Research and development expenses include: materials to build development and prototype units, cash and non-cash stock compensation and benefits for the engineering and related staff, expenses for contract engineers, fees paid to consultants for services provided, materials and supplies consumed, facility related costs such as computer and network services, and other general overhead costs associated with our research and development activities. Research and development expense for the three months ended March 31, 2025 decreased $7.9 million, or 31.3%, to $17.4 million from $25.3 million for the three months ended March 31, 2024. The decrease was primarily related to headcount reductions related to the 2025 Restructuring Plan, a decrease in system and component materials and a decrease in professional fees incurred.

*Selling, general and administrative.* Selling, general and administrative expenses include cash and non-cash stock compensation, benefits, amortization of intangible assets and related costs in support of our general corporate functions, including general management, finance and accounting, human resources, selling and marketing, information technology and legal services. Selling, general and administrative expenses for the three months ended March 31, 2025 increased $2.8 million, or 3.7%, to $80.8 million from $78.0 million for the three months ended March 31, 2024. The increase was primarily due to contract termination fees, partially offset by headcount reductions related to the 2025 Restructuring Plan and a decrease in professional fees incurred.

*Restructuring.* Expenses related to restructuring activities for the three months ended March 31, 2025 increased $11.2 million, or 185.4%, to $17.2 million from $6.0 million for the three months ended March 31, 2024. The increase was due to severance and benefits related to the 2025 Restructuring Plan, which impacted more employees than the 2024 Restructuring Plan.

*Impairment.* Impairment for the three months ended March 31, 2025 increased $0.8 million, or 274.6%, to $1.1 million from $0.3 million for the three months ended March 31, 2024. The increase was primarily related to the Company recording a higher impairment charge on long-lived assets due to the cancellation of certain projects during the three months ended March 31, 2025.

*Change in fair value of contingent consideration.* The change in fair value of contingent consideration is related to earn-outs for the Joule Processing LLC (“Joule”) and Frames Holding B.V. (“Frames”) acquisitions. The change in fair value of contingent consideration for the three months ended March 31, 2025 and 2024 was ($11.8) million and ($9.2) million, respectively. The decrease was primarily due to a decrease in the fair value of contingent consideration for Joule’s earn-out of $11.2 million during the three months ended March 31, 2025 due to changes in management assumptions.

*Interest income*. Interest income primarily consists of income generated by our investment holdings, restricted cash escrow accounts, and money market accounts. Interest income for the three months ended March 31, 2025 decreased $4.1 million compared to the three months ended March 31, 2024 primarily due to the decrease in the Company’s average restricted cash balance during the first quarter of 2025.

*Interest expense.* Interest expense consists of interest expense related to our long-term debt, convertible debt instruments, obligations under finance leases and our finance obligations. Interest expense for the three months ended March 31, 2025 increased $0.2 million compared to the three months ended March 31, 2024.

*Other income/(expense), net*. Other income/(expense), net primarily consists of gains and losses related to energy contracts and foreign currency. Other income/(expense), net for the three months ended March 31, 2025 increased $8.3 million to other income, net of $1.3 million for the three months ended March 31, 2025 compared to other expense, net of ($7.0) million for the three months ended March 31, 2024. The increase was primarily due to foreign currency gains, partially offset by losses related to energy contracts.

*Loss on extinguishment of convertible debt instruments and debt*. Loss on extinguishment of convertible debt instruments and debt consists of losses that arise from retirement of the Company’s convertible debenture, convertible senior notes and debt before maturity. For the three months ended March 31, 2025, the Company had loss on extinguishment of convertible debt instruments and debt of $3.7 million as compared to loss on extinguishment of convertible debt instruments and debt of $14.0 million for the three months ended March 31, 2024. The losses during the first quarter of 2024 were driven by the exchange of $138.8 million in aggregate principal amount of the Company’s 3.75% Convertible Senior Notes for $140.4 million in aggregate principal amount of the Company’s 7.00% Convertible Senior Notes.

*Change in fair value of convertible debenture*. Change in fair value of convertible debenture consists of losses that arise from the changes in fair value of the Company’s 6.00% Convertible Debenture. During the three months ended March 31, 2025, the Company recorded a change in fair value of convertible debenture of ($7.3) million as compared to a change in fair value of convertible debenture of $0 for the three months ended March 31, 2024. These losses are driven from the fair value changes that arose from the re-measurement of the Company’s 6.00% Convertible Debenture during the first quarter of 2025.

*Loss on equity method investments.* Loss on equity method investments consists of our interest in AccionaPlug S.L., which is our 50/50 joint venture with Acciona Generación Renovable, S.A., SK Plug Hyverse, which is our 49/51 joint venture with SK Innovation Co., Ltd, successor in interest to SK E&S Co., Ltd., and Clean H2 Infra Fund. For the three months ended March 31, 2025, the Company recorded a loss of $2.4 million on equity method investments compared to a loss of $13.1 million for the three months ended March 31, 2024. These losses are driven from the start-up activities for commercial and production operations of the aforementioned investments.

### Income Taxes

The Company recorded $0 and $0.2 million of income tax expense for the three months ended March 31, 2025 and 2024, respectively. The Company has not changed its overall conclusion with respect to the need for a valuation allowance against its net deferred tax assets in the U.S., which remain fully reserved. With the exception of a few service entities mainly in Europe, all domestic and foreign deferred tax assets are offset by a full valuation allowance because it is more likely than not that the tax benefits of the net operating loss carryforwards and other deferred tax assets will not be realized. The Company recognizes accrued interest and penalties related to unrecognized tax benefits, if any, as a component of income tax expense.

### Liquidity and Capital Resources

A summary of our consolidated sources and uses of cash, cash equivalents and restricted cash was as follows (in thousands):

| ​ ​ ​ Net cash (used in)/provided by: | ​ ​ ​ | ​ ​ Three months ended March 31, 2025 ​ ​ | ​ ​ | ​ ​ March 31, 2024 ​ ​ |
| --- | --- | --- | --- | --- |
| Operating activities | ​ | $(105,568) | ​ | $(167,728) |
| Investing activities | ​ | ​ (46,573) | ​ | ​ (120,584) |
| Financing activities | ​ | ​ 193,232 | ​ | ​ 283,065 |

### Operating Activities

The net cash used in operating activities during the three months ended March 31, 2025 and 2024 was $105.6 million and $167.7 million, respectively. The decrease in net cash used in operating activities was primarily due to the decrease in net loss during the three months ended March 31, 2025 compared to the three months ended March 31, 2024. Other changes to net cash used in operating activities include a decrease in cash used related to inventory and deferred revenue and other contract liabilities as well as an increase in cash provided by prepaid expenses and other assets and accounts payable, accrued expenses, and other liabilities. Those changes were partially offset by a decrease in cash provided by accounts receivable, a decrease in non-cash inventory valuation adjustments during the three months ended March 31, 2025 and a decrease in non-cash loss on extinguishment of convertible debt instruments and debt.

### Investing Activities

The net cash used in investing activities during the three months ended March 31, 2025 and 2024 was $46.6 million and $120.6 million, respectively. The decrease in net cash used in investing activities was primarily due to a decrease in purchases of property, plant and equipment during the three months ended March 31, 2025 as well as a decrease in contributions to equity method investments.

### Financing Activities

The net cash provided by financing activities during the three months ended March 31, 2025 and 2024 was $193.2 million and $283.1 million, respectively. The decrease in cash provided by financing activities was primarily driven by a decrease in proceeds from public and private offerings as well as an increase in principal payments related to the Company’s convertible debenture.

The Company has continued to experience negative cash flows from operations and net losses. The Company incurred net losses of approximately $196.9 million and $295.8 million during the three months ended March 31, 2025 and 2024, respectively, and had an accumulated deficit of $6.8 billion as of March 31, 2025. The Company’s working capital was $745.5 million as of March 31, 2025, which included unrestricted cash and cash equivalents of $295.8 million and current restricted cash of $196.1 million.

The future use of our available liquidity will be based upon the ongoing review of the funding needs of our businesses, the optimal allocation of our resources, and the timing of cash flow generation. To the extent that we desire to access alternative sources of capital, market conditions could adversely impact our ability to do so at that time and at terms favorable to the Company.

The Company has an “at-the-market” equity offering program with B. Riley Securities, Inc. (“B. Riley”) pursuant to which the Company may, from time to time, offer and sell through or to B. Riley, as sales agent or principal, shares of the Company’s common stock, having an aggregate gross sales price of up to $1.0 billion under a sales agreement. The Company has the right at its sole discretion to direct B. Riley to act on a principal basis and purchase directly from the Company up to $11.0 million of shares of its common stock on any trading day if the Company’s market capitalization is more than $1.0 billion (or up to $10.0 million if the Company’s market capitalization is less than $1.0 billion) and up to

$55.0 million of shares in any calendar week if the Company’s market capitalization is more than $1.0 billion (or up to $30.0 million if the Company’s market capitalization is less than $1.0 billion). On February 23, 2024 and November 7, 2024, the Company and B. Riley amended the at-the-market equity program to increase the aggregate offering price of shares of common stock available for issuance under the program to $1.0 billion. The “at-the-market” equity offering program will terminate upon the earliest of (a) December 31, 2025 with respect to principal transactions and January 17, 2026 with respect to agency transactions, (b) the sale of all shares of common stock under the program or (c) termination of the sales agreement. During the three months ended March 31, 2025, the Company sold through the “at-the-market” equity offering program 5,154,177 shares of common stock at a weighted-average sales price of $1.69 per share for gross proceeds of $8.7 million with related issuance costs of $0.2 million. Of the aggregate gross sales price of $1.0 billion available, the Company has $986.2 million of availability remaining.

On November 12, 2024, the Company issued an unsecured convertible debenture in aggregate principal amount of $200.0 million (the “6.00% Convertible Debenture”) to YA II PN, Ltd., an investment fund managed by Yorkville Advisors Global, LP (“Yorkville”), in exchange for the payment of $190.0 million pursuant to the Debenture Purchase Agreement, dated as of November 11, 2024 (the “Debenture Purchase Agreement”). Yorkville may convert all or any portion of the principal amount of the 6.00% Convertible Debenture, together with any accrued and unpaid interest thereon, at a conversion price of $1.51. Under the Debenture Purchase Agreement, Yorkville is permitted in certain circumstances to convert up to $22.5 million aggregate principal amount of the 6.00% Convertible Debenture plus accrued and unpaid interest thereon, each calendar month beginning with December 2024, at a conversion price equal to the lower of the (1) $1.51 and (2) 97.25% of the lowest daily volume-weighted average price for the Company’s common stock during the three trading days immediately preceding the applicable conversion date (the “Market Price”); provided that such Market Price is not less than $0.3941. During the three months ended March 31, 2025, Yorkville converted $45.0 million aggregate principal amount of the 6.00% Convertible Debenture into cash and $30.0 million aggregate principal amount of the 6.00% Convertible Debenture into 10,440,906 shares of the Company’s common stock. As of the date of this filing, approximately $20.0 million of aggregate principal remains outstanding.

On February 10, 2025, the Company entered into a Standby Equity Purchase Agreement (the “SEPA”) with Yorkville, pursuant to which the Company has the right, at its option, to sell to Yorkville up to $1.0 billion in the aggregate gross sales of its common stock, subject to certain limitations and conditions set forth therein. The Company has the right, but not the obligation, from time to time at its sole discretion to direct Yorkville to purchase directly from the Company up to $10.0 million shares of its common stock on any trading day. The SEPA expires on February 10, 2027.

On March 20, 2025, the Company sold 46,500,000 shares of its common stock, pre-funded warrants (the “Pre-Funded Warrants”) to purchase 138,930,464 shares of its common stock, and accompanying warrants (the “Common Warrants”) to purchase 185,430,464 shares of its common stock (the “Offering”) in a registered direct offering pursuant to an underwriting agreement with several underwriters. The Company received net proceeds from the Offering of $267.5 million, after deducting the underwriting discount and related expenses and excluding the proceeds, if any, from the exercise of the warrants. The Pre-Funded Warrants became exercisable immediately follow the closing date of the Offering with a term of three years and an exercise price of $0.001 per share of common stock. Subsequent to March 31, 2025, the Pre-Funded Warrants were exercised for 127,500,000 shares of common stock at an exercise price of $0.001 per share. The Common Warrants are exercisable at any time on or after six months after the date of issuance with a term of three years and an exercise price of $2.00 per share of common stock. If all of the Common Warrants in the Offering were to be exercised in cash at their exercise price, the Company would receive additional gross proceeds of approximately $371.0 million.

On May 5, 2025, the Company issued the initial tranche of secured debentures in the aggregate principal amount of $210.0 million pursuant to the Secured Debenture Purchase Agreement (the “Secured Debenture Purchase Agreement”) with Yorkville for a purchase price of $199.5 million. Under the Secured Debenture Purchase Agreement, Yorkville is committed to purchase a second tranche of secured debentures in an aggregate principal amount of up to $105.0 million for a purchase price of $99.8 million subject to the satisfaction of the closing conditions set forth therein. The Secured Debenture Purchase Agreement also permits the Company to sell to Yorkville a third uncommitted tranche of secured debentures in an aggregate principal amount of up to $210.0 million. All secured debentures issued under the Secured Debenture Purchase Agreement will incur interest at a rate of 15% per annum, which interest will increase to 25% per annum upon the occurrence of an Event of Default (as defined in the Secured Debenture Purchase Agreement) for so long as such event remains uncured and unwaived. The Company used a portion of the net proceeds from the closing of the initial tranche to retire $60.0 million of principal on the Company’s existing convertible debenture with Yorkville. Within five days of the date on which the Company obtains stockholder approval to increase the number of its authorized shares of common stock, the Company will issue to Yorkville a warrant to purchase 31,500,000 shares of common stock (“Debenture Warrants”). The exercise price of the Debenture Warrants will be determined at the time of the issuance of the Debenture Warrants and will equal the lower of (i) the closing price of the Company’s common stock immediately preceding the issuance of the Debenture Warrants or (ii) the average closing price of the Company’s common stock for the five trading days immediately preceding the issuance of the Debenture Warrants.

In addition to the proceeds described above, the Company expects to have savings resulting from the restructuring plan announced in March 2025 (the “2025 Restructuring Plan”). The 2025 Restructuring Plan includes initiatives to reduce our workforce, realign the Company’s manufacturing footprint and streamline the organization to enhance operational efficiency and improve overall liquidity. The expected annual savings from the 2025 Restructuring Plan are expected to be significant and will begin to be realized beginning in the second half of 2025.

The Company believes that its working capital, cash position and restricted cash to be released over the next 12 months, together with its right to direct B. Riley to purchase shares from the Company under the “at-the-market” equity offering program, its right to direct Yorkville to purchase shares from the Company under the SEPA, and the Secured Debenture Purchase Agreement with Yorkville, will be sufficient to fund its on-going operations for a period of at least 12 months subsequent to the issuance of the accompanying unaudited interim condensed consolidated financial statements.

The Company’s significant obligations consisted of the following as of March 31, 2025:

(i) Operating and finance leases totaling $306.5 million and $33.2 million, respectively, of which $75.5 million and $14.1 million, respectively, are due within the next 12 months. These leases are primarily related to sale/leaseback agreements entered into with various financial institutions to facilitate the Company’s commercial transactions with key customers.

(ii) Finance obligations totaling $330.7 million, of which approximately $83.0 million is due within the next 12 months. Finance obligations consist primarily of debt associated with the sale of future revenues and failed sale/leaseback transactions.

(iii) Convertible debt instruments totaling $313.7 million, of which $58.4 million is due within the next twelve months. See Note 9, “Convertible Debt Instruments”, for more details.

(iv) Capital commitments totaling $0.3 million related to the Company’s equity method investments, of which all $0.3 million is due within the next 12 months. See Note 6, “Investments”, for more details.

(v) Future payments under non-cancelable unconditional purchase obligations with a remaining term in excess of one year totaling $146.7 million, of which $43.7 million is due within the next 12 months. See Note 16, “Commitments and Contingencies”, for more details.

(vi) Contingent consideration with an estimated fair value of approximately $43.4 million, of which $26.8 million is due within the next 12 months. See Note 7, “Fair Value Measurements”, for more details.

### Public and Private Offerings of Equity and Debt

### March 2025 Offering

On March 20, 2025, the Company sold to several underwriters in a registered direct offering 46,500,000 shares of its common stock, Pre-Funded Warrants to purchase 138,930,464 shares of its common stock, and accompanying

Common Warrants to purchase 185,430,464 shares of its common stock for aggregate gross proceeds of $279.9 million with $11.9 million of underwriting discounts and $0.5 million of related issuance costs.

The Pre-Funded Warrants became exercisable immediately following the closing date of the Offering with a term of three years and an exercise price of $0.001 per share of common stock. Subsequent to March 31, 2025, the Pre-Funded Warrants were exercised for 127,500,000 shares of common stock at an exercise price of $0.001 per share. Refer to Note 21, “Subsequent Events”, for additional information. The Common Warrants are exercisable at any time on or after six months after the date of issuance with a term of three years and an exercise price of $2.00 per share of common stock. If all of the Common Warrants in the Offering were to be exercised in cash at their exercise price, the Company would receive additional gross proceeds of approximately $371.0 million.

Each Common Warrant or Pre-Funded Warrant is exercisable solely by means of a cash exercise, except that a Common Warrant or Pre-Funded Warrant will be exercisable via cashless exercise if at the time of exercise, a registration statement registering the issuance of the shares of common stock underlying the Common Warrants and Pre-Funded Warrants (the “2025 Warrant Shares”) under the Securities Act is not then effective or the prospectus contained therein is not available for the issuance of the 2025 Warrant Shares. The Common Warrants and Pre-Funded Warrants include certain rights upon “fundamental transactions” as described in the Common Warrants and Pre-Funded Warrants, including the right of the holders thereof to receive from the Company or a successor entity the same type or form of consideration (and in the same proportion) that is being offered and paid to the holders of common stock in such fundamental transaction with respect to the unexercised portion of the applicable Common Warrants or Pre-Funded Warrants immediately prior to such fundamental transaction. Alternatively, the holder of a Common Warrant shall have the right to receive the cash value of the remaining unexercised portion of its Common Warrants upon a fundamental transaction, such value to be calculated using the Black-Scholes Option Pricing Model, as described in the Common Warrants. A holder of the Common Warrants or Pre-Funded Warrants (together with its affiliates) may not exercise any portion of a Common Warrant or Pre-Funded Warrant to the extent that the holder would beneficially own more than 4.99% (or, as may be increased upon written notice at the election of the holder, up to 9.99%) of the Company’s outstanding Common Stock immediately after exercise.

The Pre-Funded Warrants and Common Warrants are freestanding financial instruments that are legally detachable and separately exercisable from the shares of common stock with which they were issued, do not embody an obligation for the Company to repurchase its shares, and permit the holders to receive a fixed number of shares of common stock upon exercise.

### “At-the-Market” Equity Offering Program

On January 17, 2024, the Company entered into the At Market Issuance Sales Agreement (the “ATM Sales Agreement”) with B. Riley, pursuant to which the Company may, from time to time, offer and sell through or to B. Riley, as sales agent or principal, shares of the Company’s common stock, having an aggregate gross sales price of up to $1.0 billion. As of February 23, 2024, the Company had $697.9 million authorized for issuance remaining under the ATM Sales Agreement. On February 23, 2024, the Company amended the ATM Sales Agreement to, among other things, increase the amount of shares of the Company’s common stock available for sale under the ATM Sales Agreement to $1.0 billion. On November 7, 2024, the Company amended the ATM Sales Agreement to, among other things, increase the amount of shares of the Company’s common stock available for sale under the amended ATM Sales Agreement to $1.0 billion. During the three months ended March 31, 2025, the Company sold 5,154,177 shares of common stock at a weighted-average sales price of $1.69 per share for gross proceeds of $8.7 million with related issuance costs of $0.2 million. Of the aggregate gross sales price of $1.0 billion available, the Company has $986.2 million of availability remaining.

### 6.00% Convertible Debenture

On November 11, 2024, the Company entered into the Debenture Purchase Agreement pursuant to which the Company issued to Yorkville the 6.00% Convertible Debenture in exchange for the payment of $190.0 million. The 6.00% Convertible Debenture was issued in a private placement in reliance upon an exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”). The 6.00% Convertible Debenture ranks pari passu in right of payment with all other outstanding and future senior indebtedness of the Company.

The Debenture Purchase Agreement provides that Yorkville may convert all or any portion of the principal amount of the 6.00% Convertible Debenture, together with any accrued and unpaid interest thereon, at an initial conversion price of $2.90 (the “Fixed Price”), representing a conversion premium of 146% to the last reported sale price of the Company’s common stock on November 11, 2024. The Fixed Price is subject to adjustment in certain circumstances including if the Company issues shares of common stock at price per share that is less than the Fixed Price or certain convertible securities with a conversion price that is less than the Fixed Price (the “Dilutive Price”), in which case the Fixed Price would be adjusted to equal the Dilutive Price, subject to certain exceptions. On March 20, 2025, the Company issued shares of common stock at a price of $1.51 in the Offering, which reduced the Fixed Price of the 6.00% Convertible Debenture from $2.90 to a Dilutive Price of $1.51. Refer to Note 11, “Stockholders’ Equity”, and Note 21, “Subsequent Events”, for additional information.

In certain circumstances, Yorkville will be permitted to convert up to $22.5 million aggregate principal amount of the 6.00% Convertible Debenture plus accrued and unpaid interest thereon, each calendar month beginning with December 2024, at a conversion price equal to the lower of the (1) Fixed Price and (2) 97.25% of the lowest daily volume-weighted average price for the Company’s common stock during the three trading days immediately preceding the applicable conversion date (the “Market Price”); provided that such Market Price is not less than $0.3941 (the “Floor Price”). During the three months ended March 31, 2025, Yorkville converted $45.0 million aggregate principal amount of the 6.00% Convertible Debenture into cash and $30.0 million aggregate principal amount of the 6.00% Convertible Debenture into 10,440,906 shares of the Company’s common stock.

The following table shows change in the carrying amount of the 6.00% Convertible Debenture (in thousands):

| ​ ​ ​ | ​ ​ | ​ ​ Three months ended March 31, 2025 |
| --- | --- | --- |
| Beginning balance as of December 31, 2024 | ​ | $173,150 |
| Payments of principal settled in cash | ​ | **​** (45,000) |
| Payment of principal settled in common stock | ​ | **​** (30,000) |
| Loss on extinguishment of convertible debenture | ​ | **​** 2,416 |
| Change in fair value of the convertible debenture | ​ | **​** 7,338 |
| Amortization of discount | ​ | **​** 746 |
| Ending balance as of March 31, 2025 | ​ | $108,650 |

The Company incurred losses on extinguishment of convertible debt instruments and debt of $3.7 million during the three months ended March 31, 2025, of which $2.4 million was due to the difference between the carrying amount of the 6.00% Convertible Debenture and principal settled in cash, as noted above, and $1.3 million was due to a premium cost on the principal settled in cash of the 6.00% Convertible Debenture.

The following table summarizes the total interest expense and effective interest rate related to the 6.00% Convertible Debenture for the three months ended March 31, 2025 (in thousands, except for the effective interest rate):

| ​ ​ ​ | ​ ​ | ​ ​ Three months ended March 31, 2025 |
| --- | --- | ---: |
| Interest expense | ​ | $1,881 |
| Amortization of discount | ​ | ​ 746 |
| Total | ​ | $2,627 |
| Effective interest rate | ​ | **​** 8.8% |

### 7.00% Convertible Senior Notes

As of March 31, 2025 and December 31, 2024, the 7.00% Convertible Senior Notes consisted of the following (in thousands):

| ​ ​ Principal amounts: | ​ ​ | ​ ​ March 31, 2025 ​ ​ | ​ ​ | ​ ​ December 31, 2024 ​ ​ |
| --- | --- | ---: | --- | ---: |
| Principal | ​ | $140,396 | ​ | $140,396 |
| Unamortized debt premium, net of offering costs(1) | ​ | ​ 6,231 | ​ | ​ 7,514 |
| Net carrying amount | ​ | $146,627 | ​ | $147,910 |

(1) Included in the unaudited interim condensed consolidated balance sheets within convertible debt instruments, net and amortized over the remaining life of the notes using the effective interest rate method.

The following table summarizes the total interest expense and effective interest rate related to the 7.00% Convertible Senior Notes for the three months ended March 31, 2025 and 2024 (in thousands, except for the effective interest rate):

| ​ ​ ​ | ​ ​ | ​ ​ Three months ended March 31, 2025 | ​ | ​ ​ March 31, 2024 |
| --- | --- | ---: | --- | ---: |
| Interest expense | ​ | $2,423 | ​ | $296 |
| Amortization of premium | ​ | ​ (1,284) | ​ | ​ (159) |
| Total | ​ | $1,139 | ​ | $137 |
| Effective interest rate | ​ | **​** 3.0% | ​ | **​** 3.0% |

There were no conversions of the 7.00% Convertible Senior Notes during the three months ended March 31, 2025 and 2024. The estimated fair value of the 7.00% Convertible Senior Notes as of March 31, 2025 and December 31, 2024 was approximately $121.4 million and $112.5 million, respectively. The fair value estimation was primarily based on a quoted price in an active market.

### 3.75% Convertible Senior Notes

As of March 31, 2025 and December 31, 2024, the 3.75% Convertible Senior Notes consisted of the following (in thousands):

| ​ ​ Principal amounts: | ​ ​ | ​ ​ March 31, 2025 ​ ​ | ​ ​ | ​ ​ December 31, 2024 ​ ​ |
| --- | --- | ---: | --- | ---: |
| Principal | ​ | $58,462 | ​ | $58,462 |
| Unamortized debt issuance costs(1) | ​ | ​ (78) | ​ | ​ (189) |
| Net carrying amount | ​ | $58,384 | ​ | $58,273 |

(1) Included in the unaudited interim condensed consolidated balance sheets within convertible debt instruments, net and amortized over the remaining life of the notes using the effective interest rate method.

The following table summarizes the total interest expense and effective interest rate related to the 3.75% Convertible Senior Notes for the three months ended March 31, 2025 and 2024 (in thousands, except for the effective interest rate):

| ​ ​ ​ | ​ ​ | ​ ​ Three months ended March 31, 2025 | ​ | ​ ​ March 31, 2024 |
| --- | --- | ---: | --- | ---: |
| Interest expense | ​ | $548 | ​ | $1,690 |
| Amortization of debt issuance costs | ​ | ​ 111 | ​ | ​ 316 |
| Total | ​ | $659 | ​ | $2,006 |
| Effective interest rate | ​ | **​** 4.5% | ​ | ​ 4.5% |

There were no conversions of the 3.75% Convertible Senior Notes during the three months ended March 31, 2025 and 2024. The estimated fair value of the 3.75% Convertible Senior Notes as of March 31, 2025 and December 31, 2024 was approximately $57.2 million and $44.9 million, respectively. The fair value estimation was primarily based on a quoted price in an active market.

### Amazon Transaction Agreement in 2022

As of March 31, 2025 and December 31, 2024, the balance of the contract asset related to the warrant was $31.9 million and $33.2 million, respectively, which was recorded in contract assets in the Company’s unaudited interim condensed consolidated balance sheets.

As of March 31, 2025 and December 31, 2024, 3,000,000 of the shares related to the warrant had vested and none of the shares had been exercised. During the three months ended March 31, 2025 and 2024, there were no exercises with respect to the shares related to the warrant. The total amount of provision for common stock warrants recorded as a reduction of revenue for the warrant during the three months ended March 31, 2025 and 2024 was $3.4 million and $0.7 million, respectively.

### Amazon Transaction Agreement in 2017

As of March 31, 2025 and December 31, 2024, all 55,286,696 of the shares related to the warrant had vested and the warrant was exercised with respect to 34,917,912 shares of the Company’s common stock. During the three months ended March 31, 2025 and 2024, there were no exercises with respect to the shares related to the warrant. The total amount of provision for common stock warrants recorded as a reduction of revenue for the warrant during the three months ended March 31, 2025 and 2024 was $0.1 million and $0.1 million, respectively.

### Walmart Transaction Agreement

As of March 31, 2025 and December 31, 2024, the balance of the contract asset related to the warrant was $1.9 million and $2.6 million, respectively, which was recorded in contract assets in the Company’s unaudited interim condensed consolidated balance sheets.

As of March 31, 2025 and December 31, 2024, 42,556,206 and 40,010,108 of the shares related to the warrant had vested, respectively, and the warrant was exercised with respect to 13,094,217 shares of the Company’s common stock. During the three months ended March 31, 2025 and 2024, there were no exercises with respect to the shares related to the warrant. The total amount of provision for common stock warrants recorded as a reduction of revenue for the warrant during the three months ended March 31, 2025 and 2024 was $5.6 million and $3.7 million, respectively.

### Restricted Cash

In connection with certain of the noted sale/leaseback agreements, cash of $443.7 million and $476.2 million was required to be restricted as security as of March 31, 2025 and December 31, 2024, respectively, which will be released over the lease term. As of March 31, 2025 and December 31, 2024, the Company also had certain letters of credit backed by security deposits totaling $255.6 million and $276.4 million, respectively, of which $225.3 million and $242.7 million are security for the noted sale/leaseback agreements, respectively, and $30.3 million and $33.7 million are letters of credit related to customs and other transactions, respectively.

As of March 31, 2025 and December 31, 2024, the Company had $73.8 million and $73.7 million, respectively, held in escrow related to the construction of certain hydrogen production plants.

The Company also had $1.2 million of consideration held by our paying agent in connection with the Joule acquisition reported as restricted cash as of March 31, 2025 and December 31, 2024 with a corresponding accrued liability on the Company’s unaudited interim condensed consolidated balance sheets. The Company also had $0.1 million of consideration held by our paying agent in connection with the acquisition of two subsidiaries of Cryogenic Industrial Solutions, LLC, Alloy Custom Products, LLC, and WesMor Cryogenics, LLC (collectively, “CIS”), reported as restricted cash as of March 31, 2025 and December 31, 2024 with a corresponding accrued liability on the Company’s unaudited interim condensed consolidated balance sheets. Additionally, the Company had $6.4 million and $7.4 million in restricted cash as collateral resulting from the Frames acquisition as of March 31, 2025 and December 31, 2024, respectively, with a corresponding accrued liability on the Company’s unaudited interim condensed consolidated balance sheets.

### DOE Loan Guarantee

On January 16, 2025, Plug Power Energy Loan Borrower LLC, a wholly owned indirect subsidiary of the Company, finalized a loan guarantee of up to $1.66 billion with the U.S. Department of Energy (the “DOE”) through the DOE’s Loan Program Office to finance the development, construction, and ownership of up to six green hydrogen production facilities. The Company incurred $15.2 million of closing fees of which the Company recorded amortization of $0.6 million during the three months ended March 31, 2025. Of the net $14.6 million capitalized closing fees, $2.9 million and $11.7 million are included in prepaid expenses, tax credits, and other current assets and other assets, respectively, on the unaudited interim condensed consolidated balance sheets.

### Guarantee

On May 30, 2023, HyVia entered into a government grant agreement with Bpifrance. As part of the agreement, our wholly-owned subsidiary, Plug Power France, was required to issue a guarantee to Bpifrance in the amount of €20.0 million through the end of January 2027. Plug Power France is liable to the extent of the guarantee for sums due to Bpifrance from HyVia under the agreement based on the difference between the total amount paid by Bpifrance and the final amount certified by HyVia and Bpifrance. As part of the agreement, there were certain milestones that HyVia was required to meet, and the nonperformance of these milestones or termination of this agreement could result in this guarantee being called upon. As of March 31, 2025, no payments related to this guarantee have been made, however the Company recorded a liability of $2.1 million related to this guarantee based on the Company’s estimate of the guarantee being called upon.

### Unconditional Purchase Obligations

The Company has entered into certain off–balance sheet commitments that require the future purchase of goods or services (“unconditional purchase obligations”). The Company’s unconditional purchase obligations primarily consist of supplier arrangements, take or pay contracts and service agreements. For certain vendors, the Company’s unconditional obligation to purchase a minimum quantity of raw materials at an agreed upon price is fixed and determinable while certain other raw material costs will vary due to product forecasting and future economic conditions.

Future payments under non-cancelable unconditional purchase obligations with a remaining term in excess of one year as of March 31, 2025, were as follows (in thousands):

| ​ | ​ | ​ ​ |
| --- | --- | --- |
| Remainder of 2025 |  | $31,028 |
| 2026 | ​ | ​ 50,782 |
| 2027 | ​ | ​ 64,852 |
| 2028 | ​ | ​ — |
| 2029 | ​ | ​ — |
| 2030 and thereafter | ​ | ​ — |
| Total | ​ | ​ 146,662 |

### Restructuring

In March 2025, the Company announced the 2025 Restructuring Plan. The 2025 Restructuring Plan includes initiatives to reduce our workforce, realign the Company’s manufacturing footprint and streamline the organization to enhance operational efficiency and improve overall liquidity. We began executing the 2025 Restructuring Plan in March 2025 and expect the 2025 Restructuring Plan to be completed in the second half of 2025, subject to local law and consultation requirements.

In February 2024, the Company announced a restructuring plan (the “2024 Restructuring Plan”). The 2024 Restructuring Plan includes strategic moves to enhance our financial performance and ensure long-term value creation in a competitive market. We approved a comprehensive initiative that encompassed a broad range of measures, including operational consolidation, strategic workforce adjustments, and various other cost-saving actions). These measures were aimed at increasing efficiency, improving scalability, and maintaining our leadership position in the renewable energy industry. We began executing the 2024 Restructuring Plan in February 2024 and it was effectively completed during the fourth quarter of 2024.

The determination of when we accrue for involuntary termination benefits under restructuring plans depends on whether the termination benefits are provided under an ongoing benefit arrangement or under a one-time benefit arrangement. We account for involuntary termination benefits that are provided pursuant to one-time benefit arrangements in accordance with ASC 420, *Exit or Disposal Cost Obligations (“*ASC 420”) whereas involuntary termination benefits that are part of an ongoing written or substantive plan are accounted for in accordance with ASC 712, *Nonretirement Postemployment Benefits (“*ASC 712”). We accrue a liability for termination benefits under ASC 420 in the period in which the plan is communicated to the employees and the plan is not expected to change significantly. For ongoing benefit arrangements, inclusive of statutory requirements, we accrue a liability for termination benefits under ASC 712 when the existing situation or set of circumstances indicates that an obligation has been incurred, it is probable the benefits will be paid, and the amount can be reasonably estimated. The restructuring charges that have been incurred but not yet paid are recorded in accrued expenses and other current liabilities in our unaudited interim condensed consolidated balance sheets, as they are expected to be paid within the next twelve months.

During the three months ended March 31, 2025 and 2024, we incurred $17.2 million and $6.0 million in restructuring costs, respectively, in the restructuring financial statement line item in the unaudited interim condensed consolidated statements of operations. The following table reflects the category of restructuring charges incurred during the three months ended March 31, 2025 and 2024 (in thousands):

| ​ ​ ​ | ​ ​ | ​ ​ Three months ended March 31, 2025 | ​ | ​ ​ March 31, 2024 |
| --- | --- | ---: | --- | ---: |
| Employee severance and benefit arrangements | ​ | $15,887 | ​ | $5,215 |
| Legal and professional fees | ​ | ​ 171 | ​ | ​ 796 |
| Contract termination costs | ​ | ​ 1,096 | ​ | ​ — |
| Total restructuring charges | ​ | $17,154 | ​ | $6,011 |

The accrued restructuring balances as of March 31, 2025 and December 31, 2024 were recorded in the accrued expenses financial statement line item in the unaudited interim condensed consolidated balance sheets. Restructuring activities related to the 2025 and 2024 Restructuring Plans were as follows (in thousands):

| ​ ​ | ​ ​ | ​ ​ ​ 2025 Restructuring Plan | ​ ​ | ​ ​ ​ 2024 Restructuring Plan |
| --- | --- | ---: | --- | ---: |
| Accrued balance as of December 31, 2024 | ​ | $— | ​ | $129 |
| Accruals and adjustments | ​ | ​ 15,753 | ​ | ​ 4 |
| Cash payments | ​ | ​ — | ​ | ​ — |
| Accrued balance as of March 31, 2025 | ​ | $15,753 | ​ | $133 |

As of March 31, 2025, total accrued expenses related to restructuring activities were comprised of (1) $14.5 million of employee severance and benefit arrangements, (2) $0.3 million of legal and professional services costs, and (3) $1.1 million of contract termination costs.

We estimate that we will incur future restructuring costs related to employee severance and benefit arrangements in the range of $1.4 million to $3.0 million. In addition, we expect to incur future restructuring costs related to legal and professional fees and contract termination costs as well as facility exit costs during 2025; however, the Company cannot estimate the total amount expected to be incurred as cost reduction actions continue to be evaluated. The Company anticipates completing these restructuring activities in the second half of 2025. The actual timing and amount of costs associated with these restructuring actions may differ from our current expectations and estimates and such differences may be material.

### Loss Accrual

On a quarterly basis, we evaluate any potential losses related to our extended maintenance contracts for sales of equipment, related infrastructure and other that have been sold. The following table shows the roll forward of balances in the accrual for loss contracts (in thousands):

| ​ ​ ​ | ​ ​ | ​ ​ Three months ended March 31, 2025 | ​ ​ | ​ ​ Year ended December 31, 2024 |
| --- | --- | --- | --- | --- |
| Beginning balance | ​ | $134,356 | ​ | $137,853 |
| Provision for loss accrual | ​ | ​ 9,460 | ​ | ​ 45,226 |
| Releases to service cost of sales | ​ | **​** (11,825) | ​ | ​ (51,578) |
| Increase to loss accrual related to customer warrants | ​ | **​** (572) | ​ | ​ 3,313 |
| Foreign currency translation adjustment | ​ | **​** 319 | ​ | ​ (458) |
| Ending balance | ​ | $131,738 | ​ | $134,356 |

### Product Warranty Reserve

On a quarterly basis, we evaluate our product warranty reserve. The Company applies a failure rate based on product type on a contract-by-contract basis to determine its product warranty reserve liability. The Company’s product warranty reserve liability balance as of March 31, 2025 and December 31, 2024 was $12.4 million and $12.1 million, respectively.

### Critical Accounting Estimates

The consolidated financial statements of the Company have been prepared in conformity with U.S. generally accepted accounting principles, which require management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. On an on-going basis, we evaluate our estimates and judgments, including but not limited to those related to revenue recognition, valuation of inventories and intangible assets, valuation of long-lived assets, valuation of equity method investments, accrual for service loss contracts, operating and finance leases, allowance for credit losses, unbilled revenue, common stock warrants, stock-based compensation, income taxes, and contingencies. We base our estimates and judgments on historical experience and on various other factors and assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about (1) the carrying values of assets and liabilities and (2) the amount of revenue and expenses realized that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions.

There have been no changes in our critical accounting estimates from those reported in our 2024 Form 10-K.

### Recent Accounting Pronouncements

#### Recently Adopted Accounting Guidance

There have been no significant changes in our reported financial position or results of operations and cash flows resulting from the adoption of new accounting pronouncements.

#### Recently Issued and Not Yet Adopted Accounting Pronouncements

Other than the accounting standards mentioned in our 2024 Form 10-K, all issued but not yet effective accounting and reporting standards as of March 31, 2025 are either not applicable to the Company or are not expected to have a material impact on the Company.

## Market risk

As filed, 191 characters.

There has been no material change from the information provided in the Company’s 2024 Form 10-K under the section titled Item 7A, “Quantitative and Qualitative Disclosures About Market Risk”.

## Controls and procedures

As filed, 1,746 characters.

### Evaluation of Disclosure Controls and Procedures

We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in our reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms, and that such information is accumulated and communicated to our management, including our Chief Executive Officer (our principal executive officer) and Chief Financial Officer (our principal financial officer), as appropriate, to allow for timely decisions regarding required disclosure.

Our management, with the participation of our Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act), as of March 31, 2025. Based on such evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that as of March 31, 2025, our disclosure controls and procedures were effective. We continue to review and document our disclosure controls and procedures, including our internal controls and procedures for financial reporting, and may from time to time make changes aimed at enhancing their effectiveness and to ensure that our systems evolve with our business.

### Changes in Internal Control over Financial Reporting

There were no changes to the internal control over financial reporting of the Company identified in connection with the Company’s evaluation referred to above that occurred during the quarter ended March 31, 2025 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

## Risk factors

As filed, 6,660 characters.

In addition to the other information set forth in this Quarterly Report on Form 10-Q, you should carefully consider the risk factors that could materially affect the Company’s business, financial condition or future results discussed in the Company’s 2024 Form 10-K in Part I, Item 1A “Risk Factors”. The risks described in the 2024 Form 10-K are not the only risks that could affect the Company. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial may also materially adversely affect our business, financial condition and/or operating results in the future. As a supplement to the risk factors identified in the 2024 Form 10-K, below we have set forth updated risk factors. Other than as provided below, there have been no material changes to the risk factors identified in the 2024 Form 10-K.

***Changes in U.S. or foreign trade policies, treaties, tariffs and taxes as well as geopolitical conditions and other factors could have a material adverse effect on our business.***

Our business is dependent on the availability of raw materials and components for our products, particularly electrical components common in the semiconductor industry. Our business is subject to risks generally associated with doing business abroad, such as U.S. and foreign governmental regulation in the countries in which we operate and the countries in which our manufacturers, component suppliers, and other business partners are located. For example, geopolitical conflicts, including the ongoing war between Russia and Ukraine and related sanctions against Russia, the ongoing conflicts in the Middle East, any potential worsening or expansion of these conflicts and wars, and U.S.-China relations, could impact supply chains, trade and movement of resources and the price of commodities and affect our ability to obtain raw materials. Although we currently maintain alternative sources for raw materials, if we are unable to source our products from the countries where we wish to purchase them, either because of the occurrence or threat of wars or other conflicts, regulatory changes or for any other reason, or if the cost of doing so increases, it could have a material adverse effect on our business, financial condition and results of operations. Disruptions in the supply of raw materials and components could temporarily impair our ability to manufacture our products for our customers or require us to pay higher prices to obtain these raw materials or components from other sources, which could have a material adverse effect on our business and our results of operations. In addition, further escalation of these geopolitical conflicts, including increased trade barriers or restrictions on global trade, could result in, among other things, cyberattacks, , further increases or fluctuations in commodity and energy prices, further disruptions to the global supply chain and other adverse effects on macroeconomic conditions.

Beyond tariffs and sanctions, countries also could adopt other measures, such as taxes or controls on imports or exports of goods, which could adversely affect our operations and supply chain. For example, effective February 4, 2025, the U.S. government implemented an additional tariff on goods being imported from China and announced additional tariffs for goods imported into the U.S. from Mexico and Canada beginning in March 2025. The Company cannot predict what additional changes to trade policy will be made by the presidential administration or Congress, including whether existing tariff policies will be maintained or modified, what products may be subject to such policies or whether the entry into new bilateral or multilateral trade agreements will occur, nor can the Company predict the effects that any such changes would have on its business. However, such steps, if adopted, could increase the Company’s costs and adversely impact its business and operations. In addition, changes in U.S. trade policy have resulted, and could again result, in reactions from U.S. trading partners, including adopting responsive trade policies. For example, in response to the U.S.

government’s additional tariff on imports from China, on February 4, 2025, the Chinese government announced that it would implement a tariff on certain goods being imported into China from the U.S. These changes in U.S. trade policy or in laws and policies governing foreign trade, and any resulting negative sentiments towards the United States as a result of such changes, could have an adverse impact on our business, financial position, results of operations, and liquidity.

***The debentures issued under the Secured Debenture Purchase Agreement impose significant operating and financial restrictions on us and our subsidiaries, which may prevent us from capitalizing on business opportunities.***

The debentures issued under the Secured Debenture Purchase Agreement impose significant operating and financial restrictions on us and our subsidiaries. These restrictions limit our ability, and the ability of our subsidiaries, to, among other things:

- incur or guarantee additional debt or issue disqualified stock or certain preferred stock;
- create or incur liens;
- make any dividends, redeem stock, or make certain other distributions;
- make certain investments;
- create restrictions on the ability of our subsidiaries to pay dividends to us or make other intercompany transfers;
- transfer or sell assets;
- merge or consolidate; and
- enter into certain transactions with affiliates;

As a result of these restrictions, we are limited as to how we conduct our business and we may be unable to raise additional indebtedness or conduct equity or debt financing to compete effectively or to take advantage of new business opportunities. The terms of any future indebtedness we may incur could include more restrictive covenants. We cannot assure you that we will be able to maintain compliance with these covenants in the future and, if we fail to do so, that we will be able to obtain waivers from the lender or amend the covenants.

Our failure to comply with the restrictive covenants described above, as well as other terms of our indebtedness or the terms of any future indebtedness from time to time could result in an event of default, which, if not cured or waived, could result in our being required to repay these borrowings before their due date and/or face insolvency proceedings. If we are forced to refinance these borrowings on less favorable terms or cannot refinance these borrowings, our results of operations and financial condition could be adversely affected.

Filed May 12, 2025.
Source: SEC EDGAR, the filing index for accession 0001558370-25-007412. Last ingested by Listed: Oct 24, 2026, 15:02 ET. No prices; not investment advice.