Plug Power Inc. Files 8-K with Material Agreements and Financial Obligations

TL;DR

Plug Power filed an 8-K detailing new material agreements, terminations, and financial obligations.

AI Summary

On November 18, 2025, Plug Power Inc. entered into a material definitive agreement and also terminated a material definitive agreement. The company also created a direct financial obligation or an obligation under an off-balance sheet arrangement. Additionally, Plug Power Inc. reported on unregistered sales of equity securities and other events.

Why It Matters

This 8-K filing indicates significant changes in Plug Power's contractual and financial standing, which could impact its operational costs and future financial commitments.

Risk Assessment

Risk Level: medium — The filing involves material definitive agreements, terminations, and financial obligations, which inherently carry risks related to contract performance and financial commitments.

Key Players & Entities

• Plug Power Inc. (company) — Registrant
• November 18, 2025 (date) — Earliest event reported

FAQ

Key Financial Figures

• $0.01 — ch registered Common Stock, par value $0.01 per share PLUG The Nasdaq Capital M
• $431.25 million — ed private offering (the "offering") of $431.25 million aggregate principal amount of 6.75% Con
• $56.25 million — option to purchase up to an additional $56.25 million principal amount of the notes. The note
• $1,000 — be 333.3333 shares of common stock per $1,000 principal amount of notes, which is equ
• $3.00 — itial conversion price of approximately $3.00 per share of common stock. The initial
• $2.14 — 0% over the last reported sale price of $2.14 per share of common stock on The Nasdaq
• $50.0 million — f the outstanding notes unless at least $50.0 million aggregate principal amount of notes are
• $35 million — ed with a principal amount in excess of $35 million (or its foreign currency equivalent) in
• $399.4 million — ds from the offering were approximately $399.4 million after deducting the initial purchasers'
• $245.7 million — Company. The Company used approximately $245.7 million of the net proceeds from the offering t
• $153.9 million — connection therewith, and approximately $153.9 million of the net proceeds to repurchase for c
• $138.0 million — ds to repurchase for cash approximately $138.0 million aggregate principal amount of the Compa

Filing Documents

• tm2531936d1_8k.htm (8-K) — 50KB
• tm2531936d1_ex4-1.htm (EX-4.1) — 721KB
• tm2531936d1_ex99-1.htm (EX-99.1) — 10KB
• tm2531936d1_ex99-2.htm (EX-99.2) — 13KB
• tm2531936d1_ex99-3.htm (EX-99.3) — 11KB
• tm2531936d1_ex4-1sp03img001.jpg (GRAPHIC) — 3KB
• tm2531936d1_ex4-1sp2img01.jpg (GRAPHIC) — 2KB
• tm2531936d1_ex4-1sp2img02.jpg (GRAPHIC) — 2KB
• tm2531936d1_ex4-1sp2img03.jpg (GRAPHIC) — 2KB
• tm2531936d1_ex4-1sp2img04.jpg (GRAPHIC) — 2KB
• 0001104659-25-114978.txt ( ) — 1145KB
• plug-20251118.xsd (EX-101.SCH) — 3KB
• plug-20251118_lab.xml (EX-101.LAB) — 33KB
• plug-20251118_pre.xml (EX-101.PRE) — 22KB
• tm2531936d1_8k_htm.xml (XML) — 3KB

01 Entry Into a Material Definitive Agreement

Item 1.01 Entry Into a Material Definitive Agreement. Indenture and Notes On November 21, 2025, Plug Power Inc., a Delaware corporation (the "Company"), completed its previously announced private offering (the "offering") of $431.25 million aggregate principal amount of 6.75% Convertible Senior Notes due 2033 (the "notes"), including the exercise in full of the initial purchasers' option to purchase up to an additional $56.25 million principal amount of the notes. The notes were issued pursuant to an indenture, dated November 21, 2025 (the "Indenture"), between the Company and U.S. Bank Trust Company, National Association, as trustee. The notes are general unsecured obligations of the Company and rank senior in right of payment to all of its future indebtedness that is expressly subordinated in right of payment to the notes, equal in right of payment to all of its existing and future liabilities that are not so subordinated, effectively junior to all of its secured indebtedness, to the extent of the value of the assets securing such indebtedness, and structurally junior to all indebtedness and other liabilities of its subsidiaries. The notes bear interest at a rate of 6.75% per year. Interest is payable semi-annually in arrears on June 1 and December 1 of each year, beginning on June 1, 2026. The notes mature on December 1, 2033, unless earlier repurchased, redeemed or converted. The notes may not be converted prior to the earlier of (i) February 28, 2026 and (ii) the "reserved share effective date" (as defined in the Indenture) (such earlier date, the "conversion limit end date"). On or after the conversion limit end date, the notes are convertible at the option of the holders at any time prior to the close of business on the second scheduled trading day immediately preceding the maturity date. Upon conversion, the Company will pay or deliver, as the case may be, cash, shares of the Company's common stock, par value $0.01 per share (the "common stock"), or a

02. Termination of a Material Definitive Agreement

Item 1.02. Termination of a Material Definitive Agreement. The information set forth under Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference. Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. The information set forth under Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference.

02 Unregistered Sales of Equity Securities

Item 3.02 Unregistered Sales of Equity Securities. The information set forth under Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference. The Company offered and sold the notes to the initial purchasers in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933, as amended (the "Securities Act"), and for resale by the initial purchasers to persons reasonably believed to be qualified institutional buyers pursuant to the exemption from registration provided by Rule 144A under the Securities Act. The Company relied on these exemptions from registration based in part on representations made by the initial purchasers in the purchase agreement dated November 18, 2025 by and among the Company and the initial purchasers. The notes and the shares of common stock issuable upon conversion of the notes, if any, have not been registered under the Securities Act and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements. To the extent that any shares of common stock are issued upon conversion of the notes, they will be issued in transactions anticipated to be exempt from registration under the Securities Act by virtue of Section 3(a)(9) thereof because no commission or other remuneration is expected to be paid in connection with conversion of the notes and any resulting issuance of shares of common stock. Initially, a maximum of 201,518,683 shares of common stock may be issued upon conversion of the notes based on the initial maximum conversion rate of 467.2897 shares of common stock per $1,000 principal amount of notes, which is subject to customary anti-dilution adjustment provisions. 5 Item8.01. Other Events. On November 18, 2025, the Company issued a press release announcing the proposed offering. A copy of the press release is attached hereto as Exhibit 99.1 and incorporated herein by reference. On November 18, 2025, the Co

01. Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits. (d) Exhibits. Exhibit Number Description 4.1 Indenture, dated as of November 21, 2025, between Plug Power Inc. and U.S. Bank Trust Company, National Association. 4.2 Form of 6.75% Convertible Senior Notes due December 1, 2033 (included as Exhibit A to Exhibit 4.1). 99.1 Press Release of Plug Power Inc., dated November 18, 2025. 99.2 Press Release of Plug Power Inc., dated November 18, 2025. 99.3 Press Release of Plug Power Inc., dated November 21, 2025. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document). 6 SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. Plug Power Inc. Date: November 21, 2025 By: /s/ Paul Middleton Name: Paul Middleton Title: Chief Financial Officer 7

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View this 8-K filing on SEC EDGAR