Quarterly Report for Quarter Ending SEPTEMBER 30, 2025 (Form 10-Q)

Management's Discussion and Analysis of Financial Condition and Results of Operations

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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 consolidated financial statements 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:

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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 the Quarterly Report on Form 10-Q for the quarter ended March 31, 2025 and 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.

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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.

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Overview

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

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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; and (b) production of hydrogen. 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.

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Our current product and service portfolio includes:

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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.

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GenSure: GenSure is our stationary fuel cell solution providing scalable, modular PEM fuel cell power to support applications on both a small and large power scale. For smaller applications, Plug's Low Power GenSure supports backup and grid-support application of the telecommunications, transportation, and utility sectors. Our High Power GenSure product line supports large scale stationary power, EV charging infrastructure, and data center markets.

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

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

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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.

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GenEco 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.

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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.

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

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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.

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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.

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Currently, we manufacture and/or assemble our products at our manufacturing facilities in 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.

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Results of Operations

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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 delivery and 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.

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Provision for Common Stock Warrants

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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."

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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.

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The amount of provision for the Amazon and Walmart warrants recorded as a reduction of revenue during the three and nine months ended September 30, 2025 and 2024, respectively, is shown in the table below (in thousands):

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Net revenue, cost of revenue, gross profit/(loss) and gross margin/(loss) during the three and nine months ended September 30, 2025 and 2024 were as follows (in thousands):

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Net Revenue

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Revenue - sales 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 September 30, 2025 decreased $10.3 million, or 9.7%, to $96.8 million from $107.1 million for the three months ended September 30, 2024. Primarily contributing to the decrease in revenue was a decrease in revenue from sales of hydrogen infrastructure of $11.1 million due to volume, with no hydrogen site installations during the three months ended September 30, 2025 compared to three site installations during the three months ended September 30, 2024. Additionally, there was a decrease of $5.7 million related to the sales of engineered oil and gas equipment from the Frames acquisition due to legacy commitments being fulfilled with no new contractual commitments made. Partially offsetting these decreases in revenue, revenue from sales of electrolyzers increased $7.6 million during the three months ended September 30, 2025 primarily due to customer and product mix. 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 increased to $1.1 million for the three months ended September 30, 2025 compared to $0.5 million for the three months ended September 30, 2024.

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Revenue from sales of equipment, related infrastructure and other for the nine months ended September 30, 2025 increased $7.3 million, or 2.9%, to $259.5 million from $252.2 million for the nine months ended September 30, 2024. Revenue from sales of electrolyzers increased $45.3 million during the nine months ended September 30, 2025 primarily due to an increase in volume of electrolyzer systems. In addition, the increase in revenue related to sales of fuel cell systems of $2.6 million was primarily due to an increase in volume of GenSure units sold, partially offset by a decrease in volume of GenDrive units sold, with 2,127 units sold during the nine months ended September 30, 2025 compared to 2,545 units sold during the nine months ended September 30, 2024. Partially offsetting these increases in revenue, the decrease in revenue from sales of hydrogen infrastructure of $19.4 million was primarily due to volume, with four hydrogen site installations during the nine months ended September 30, 2025 compared to 11 site installations during the nine months ended September 30, 2024. Additionally, there was a decrease of $12.5 million related to the sales of engineered oil and gas equipment from the Frames acquisition due to legacy commitments being fulfilled with no new contractual commitments made. Additionally, revenue from sales of cryogenic equipment and liquefiers decreased $8.7 million during

the nine months ended September 30, 2025 primarily due to a slower rate of progress on existing liquefier projects as they near completion compared to the nine months ended September 30, 2024. 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 $3.3 million for the nine months ended September 30, 2025 compared to $3.4 million for the nine months ended September 30, 2024.

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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 September 30, 2025 increased $5.6 million, or 39.5%, to $19.7 million from $14.1 million for the three months ended September 30, 2024. The increase in revenue from services performed on fuel cell systems and related infrastructure was primarily due volume as the average number of GenDrive units under maintenance contracts during the three months ended September 30, 2025 increased to approximately 24,000 compared to approximately 22,000 during the three months ended September 30, 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 $2.2 million during the three months ended September 30, 2025 compared to $0.6 million during the three months ended September 30, 2024.

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Revenue from services performed on fuel cell systems and related infrastructure for the nine months ended September 30, 2025 increased $12.8 million, or 31.8%, to $53.0 million from $40.2 million for the nine months ended September 30, 2024. The increase in revenue from services performed on fuel cell systems and related infrastructure was related to the increase in number of units in service and increases in service rates during the nine months ended September 30, 2025 compared to the nine months ended September 30, 2024, as discussed above, coupled with an increase in service rates 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 services performed on fuel cell systems and related infrastructure increased to $5.1 million during the nine months ended September 30, 2025 compared to $1.6 million during the nine months ended September 30, 2024.

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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 September 30, 2025 increased $4.1 million, or 20.3%, to $24.6 million from $20.5 million for the three months ended September 30, 2024. The increase in revenue was a result of higher pricing rates implemented during the first half of 2025, 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 $2.3 million during the three months ended September 30, 2025 compared to $1.6 million during the three months ended September 30, 2024.

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Revenue from PPAs for the nine months ended September 30, 2025 increased $13.0 million, or 22.3%, to $71.4 million from $58.4 million for the nine months ended September 30, 2024. The increase in revenue was a result of higher pricing rates implemented during the first half of 2025 compared to the first three quarters 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 $6.6 million during the nine months ended September 30, 2025 compared to $4.4 million during the nine months ended September 30, 2024.

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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 September 30, 2025 increased $6.1 million, or 20.5%, to $35.9 million from $29.8 million during the three months ended September 30, 2024. The increase in revenue was primarily due to an increase in volume of fuel kilograms sold during the three months ended September 30, 2025 by approximately 17.9%, 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 fuel delivered to customers and related equipment increased to $5.3 million for the three months ended September 30, 2025 compared to $3.2 million for the three months ended September 30, 2024.

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Revenue from fuel delivered to customers and related equipment during the nine months ended September 30, 2025 increased $21.8 million, or 28.0%, to $99.8 million from $78.0 million during the nine months ended September 30, 2024. The increase in revenue was primarily due to increased fuel prices negotiated with certain customers during the second quarter of 2024 and an increase in volume of fuel kilograms sold during the nine months ended September 30, 2025 by approximately 16.2%, 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 fuel delivered to customers and related equipment increased to $14.4 million for the nine months ended September 30, 2025 compared to $6.9 million for the nine months ended September 30, 2024.

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Cost of Revenue

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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 September 30, 2025 increased $21.6 million, or 14.4%, to $171.5 million from $149.9 million during the three months ended September 30, 2024. The increase to cost of revenue from sales of equipment, related infrastructure and other was primarily due to an increase in inventory valuation adjustments during the three months ended September 30, 2025, with $65.4 million recorded comprised of: $21.3 million related to electrolyzer stacks and systems, $20.2 million related to fuel cell systems, $17.7 million related to cryogenic equipment and liquefiers, and $6.2 million related to hydrogen infrastructure. During the three months ended September 30, 2024, the Company recorded inventory valuation adjustments of $12.3 million comprised of: $6.5 million related to electrolyzer stacks and systems, $3.4 million related to fuel cell systems, $1.1 million related to cryogenic equipment and liquefiers, and $1.3 million related to hydrogen infrastructure. The increase in inventory valuation adjustments during the three months ended September 30, 2025 was primarily due to increased excess and obsolete inventory valuation adjustments resulting from routine reviews of the Company's inventory levels in comparison to historical and expected future consumption, partially offset by reductions in lower of cost or net realizable value adjustments during the third quarter of 2025. Management continues to actively manage inventory levels and product mix in light of current market conditions and strategic priorities. Additional inventory valuation adjustments may be required in future periods if market conditions deteriorate further or if the Company makes additional strategic decisions to exit product lines or customer segments.

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Including the impact of the inventory valuation adjustments described above, the cost of revenue related to sales of cryogenic equipment and liquefiers increased by $14.8 million during the three months ended September 30, 2025 primarily due to the increase in inventory valuation adjustments, partially offset by the slower rate of progress on existing liquefier projects described above. Cost of revenue related to sales of fuel cell systems increased by $10.2 million primarily due to the increase in inventory valuation adjustments, partially offset by lower labor and overhead costs as a result of rooftop consolidations and restructuring activities. Cost of revenue related to sales of electrolyzer stacks and systems increased by $1.7 million primarily due to the increase in inventory valuation adjustments, partially offset by a decrease in direct material costs. The cost of revenue related to sales of hydrogen infrastructure decreased $3.6 million primarily due to the decrease in the number of hydrogen site installations, with no hydrogen site installations during the three months ended September 30, 2025 compared to three during the three months ended September 30, 2024, partially offset by the increase in inventory valuation adjustments. Finally, there was a decrease in cost of revenue of $1.5 million related to a decrease in sales of engineered equipment from the Frames acquisition due to legacy commitments being fulfilled with no new contractual commitments made. Gross loss generated from sales of equipment, related infrastructure and other increased to (77.2%) for the three months ended September 30, 2025 compared to (39.9%) for the three months ended September 30, 2024. The increase in gross loss was primarily due to the increase in inventory valuation adjustments described above.

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Cost of revenue from sales of equipment, related infrastructure and other during the nine months ended September 30, 2025 decreased $51.6 million, or 12.4%, to $363.3 million from $414.9 million during the nine months ended September 30, 2024. Primarily contributing to the decrease in cost of revenue was a decrease in cost of revenue related to

sales of fuel cell systems, a decrease in cost of revenue related to sales of hydrogen infrastructure, and lower labor and overhead costs as a result of the 2024 and 2025 rooftop consolidations and restructuring activities, partially offset by an increase in inventory valuation adjustments. During the nine months ended September 30, 2025, the Company recorded inventory valuation adjustments of $90.0 million comprised of: $33.0 million related to electrolyzer stacks and systems, $30.4 million related to fuel cell systems, $19.2 million related to cryogenic equipment and liquefiers, and $7.4 million related to hydrogen infrastructure. During the nine months ended September 30, 2024, the Company recorded inventory valuation adjustments of $64.4 million comprised of: $27.9 million related to electrolyzer stacks and systems, $29.1 million related to fuel cell systems, $3.2 million related to cryogenic equipment and liquefiers, and $4.2 million related to hydrogen infrastructure. The increase in inventory valuation adjustments during the nine months ended September 30, 2025 was primarily due to increased excess and obsolete inventory valuation adjustments resulting from routine reviews of the Company's inventory levels in comparison to historical and expected future consumption, partially offset by reductions in lower of cost or net realizable value adjustments during the third quarter of 2025. Management continues to actively manage inventory levels and product mix in light of current market conditions and strategic priorities. Additional inventory valuation adjustments may be required in future periods if market conditions deteriorate further or if the Company makes additional strategic decisions to exit product lines or customer segments.

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Including the impact of the inventory valuation adjustments described above, the cost of revenue related to sales of fuel cell systems decreased by $27.0 million primarily due to a decrease in volume of GenDrive units sold, with 2,127 units sold during the nine months ended September 30, 2025 compared to 2,545 units sold during the nine months ended September 30, 2024, as well as lower labor and overhead costs resulting from the Company's restructuring activities. The decrease in cost of revenue related to sales of fuel cell systems was partially offset by the increase in inventory valuation adjustments. The cost of revenue related to sales of hydrogen infrastructure decreased $23.0 million primarily due to the decrease in the number of hydrogen site installations, with four hydrogen site installations during the nine months ended September 30, 2025 compared to 11 during the nine months ended September 30, 2024, partially offset by the increase in inventory valuation adjustments. Additionally, there was a decrease in cost of revenue of $5.8 million related to a decrease in sales of engineered equipment from the Frames acquisition due to legacy commitments being fulfilled with no new contractual commitments made. Cost of revenue related to sales of electrolyzer stacks and systems decreased by $2.2 million primarily due to lower labor and overhead costs resulting from the Company's restructuring activities, partially offset by the increase in inventory valuation adjustments. Partially offsetting these decreases in cost of revenue, the cost of revenue related to sales of cryogenic equipment and liquefiers increased by $6.4 million during the nine months ended September 30, 2025 primarily due to the increase in inventory valuation adjustments related to cryogenic equipment and liquefiers, partially offset by the slower rate of progress on existing liquefier projects described above. Gross loss generated from sales of equipment, related infrastructure and other decreased to (40.0%) for the nine months ended September 30, 2025 compared to (64.5%) for the nine months ended September 30, 2024. The decrease in gross loss was primarily due to lower labor and overhead costs resulting from the Company's restructuring activities.

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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 September 30, 2025 increased $11.0 million, or 121.0%, to $20.1 million from $9.1 million during the three months ended September 30, 2024. The increase in cost of revenue was primarily due to the increase in volume of average number of GenDrive units described above. Additionally, there was an increase in inventory valuation adjustments related to services performed on fuel cell systems and related infrastructure, with $6.0 million recorded during the three months ended September 30, 2025 compared to $0.1 million during the three months ended September 30, 2024. The increase in inventory valuation adjustments related to services performed on fuel cell systems and related infrastructure during the three months ended September 30, 2025 was primarily due to higher excess and obsolete inventory adjustments on service-related parts due to demand of the Company's mid-market hydrogen infrastructure offering. Gross loss increased to (1.7%) for the three months ended September 30, 2025 compared to gross margin of 35.8% for the three months ended September 30, 2024. The increase in gross loss was primarily due to an increase in inventory valuation adjustments.

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Cost of revenue from services performed on fuel cell systems and related infrastructure during the nine months ended September 30, 2025 increased $8.7 million, or 24.5%, to $44.5 million from $35.8 million during the nine months

ended September 30, 2024. The increase in cost of revenue was primarily due to the increase in volume of average number of GenDrive units described above. Additionally, there was an increase in inventory valuation adjustments related to services performed on fuel cell systems and related infrastructure, with $6.9 million recorded during the nine months ended September 30, 2025 compared to $0.2 million during the nine months ended September 30, 2024. The increase in inventory valuation adjustments related to services performed on fuel cell systems and related infrastructure during the nine months ended September 30, 2025 was primarily due to higher excess and obsolete inventory adjustments on service-related parts due to demand of the Company's mid-market hydrogen infrastructure offering. Gross margin increased to 15.9% for the nine months ended September 30, 2025 compared to 11.0% for the nine months ended September 30, 2024. The increase in gross margin was primarily due to increase in service rates negotiated with certain customers.

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Cost of revenue - (benefit)/provision for loss contracts related to service. The Company recorded a benefit for loss contracts related to service of $4.3 million during the three months ended September 30, 2025 compared to a provision for loss contracts related to service of $6.0 million during the three months ended September 30, 2024. The Company recorded a benefit primarily due to reductions in cost to service our GenDrive units and continued improvements.

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The Company recorded a benefit for loss contracts related to service of $6.3 million during the nine months ended September 30, 2025 compared to a provision for loss contracts related to service of $38.3 million during the nine months ended September 30, 2024. The Company recorded a benefit primarily due to reductions in cost to service our GenDrive units and continued improvements.

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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 September 30, 2025 decreased $6.2 million, or 12.0%, to $45.6 million from $51.8 million during the three months ended September 30, 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 (85.2%) during the three months ended September 30, 2025 compared to (153.1%) during the three months ended September 30, 2024. The decrease in gross loss was primarily due to improved pricing and the reduction in cost described above.

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Cost of revenue from PPAs during the nine months ended September 30, 2025 decreased $20.5 million, or 12.7%, to $140.8 million from $161.3 million during the nine months ended September 30, 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 (97.0%) during the nine months ended September 30, 2025 compared to (176.1%) during the nine months ended September 30, 2024. The decrease in gross loss was primarily due to improved pricing and the reduction in cost described above.

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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 September 30, 2025 increased $8.9 million, or 15.9%, to $64.4 million from $55.5 million during the three months ended September 30, 2024. The increase in cost of revenue was primarily due to an increase in volume of fuel delivered to customers during the three months ended September 30, 2025 described above. Gross loss decreased to (79.3%) during the three months ended September 30, 2025 compared to (86.4%) during the three months ended September 30, 2024. The decrease in gross loss was primarily due to increased fuel prices negotiated with certain customers.

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Cost of revenue from fuel delivered to customers during the nine months ended September 30, 2025 increased $17.0 million, or 9.8%, to $189.4 million from $172.4 million during the nine months ended September 30, 2024. The increase was primarily due to an increase in volume of fuel delivered to customers during the nine months ended September 30, 2025 described above. Gross loss decreased to (89.8%) during the nine months ended September 30, 2025 compared to (121.2%) during the nine months ended September 30, 2024. The decrease in gross loss was primarily due to increased fuel prices negotiated with certain customers.

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Expenses

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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 September 30, 2025 decreased $3.6 million, or 18.2%, to $16.1 million from $19.7 million for the three months ended September 30, 2024. The decrease was primarily related to headcount reductions related to the 2025 Restructuring Plan, a decrease in stock compensation and a decrease in system and component materials.

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Research and development expense for the nine months ended September 30, 2025 decreased $18.2 million, or 28.6%, to $45.7 million from $63.9 million for the nine months ended September 30, 2024. The decrease was primarily related to headcount reductions related to the 2025 Restructuring Plan, a decrease in stock compensation and a decrease in system and component materials.

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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 September 30, 2025 increased $19.0 million, or 20.8%, to $110.6 million from $91.6 million for the three months ended September 30, 2024. The increase was primarily due to an increase in contract renegotiation costs of $28.3 million, partially offset by a decrease in stock compensation of $10.0 million.

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Selling, general and administrative expenses for the nine months ended September 30, 2025 increased $24.6 million, or 9.7%, to $279.3 million from $254.7 million for the nine months ended September 30, 2024. The increase was primarily due to an increase in contract renegotiation costs of $40.3 million, partially offset by a decrease in stock compensation of $20.4 million.

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Restructuring. Expenses related to restructuring activities for the three months ended September 30, 2025 increased $5.0 million, or 973.7%, to $5.5 million from $0.5 million for the three months ended September 30, 2024. The increase was due to severance and benefits related to the 2025 Restructuring Plan, which impacted more employees than the 2024 Restructuring Plan.

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Expenses related to restructuring activities for the nine months ended September 30, 2025 increased $17.4 million, or 214.4%, to $25.6 million from $8.2 million for the nine months ended September 30, 2024. The increase was due to severance and benefits related to the 2025 Restructuring Plan, which impacted more employees than the 2024 Restructuring Plan.

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Impairment. Impairment for the three months ended September 30, 2025 increased $93.3 million, or 2,230.3%, to $97.5 million from $4.2 million for the three months ended September 30, 2024. The increase was primarily related to the Company recording impairment charges of $50.0 million related to the Company's property, plant and equipment during the three months ended September 30, 2025. In addition, the Company recorded impairment charges of $28.1 million related to the inability to collect the contract consideration from certain customer contracts during the three months ended September 30, 2025. Please refer to Note 2, "Summary of Significant Accounting Policies," for further information.

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Impairment for the nine months ended September 30, 2025 increased $110.8 million, or 1,317.9%, to $119.2 million from $8.4 million for the nine months ended September 30, 2024. The increase was primarily related to the Company recording impairment charges of $60.5 million related to the Company's property, plant and equipment during the nine months ended September 30, 2025. In addition, the Company recorded impairment charges of $28.1 million related to the inability to collect the contract consideration from certain customer contracts during the nine months ended September 30, 2025. Finally, the Company recorded impairment charges related to the strategic exit of material handling investments at customer sites impacting equipment related to PPAs and fuel delivered to customers of $11.2 million during

the nine months ended September 30, 2025. Please refer to Note 2, "Summary of Significant Accounting Policies," for further information.

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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 September 30, 2025 and 2024 was ($1.1) million and $0.1 million, respectively.

​

The change in fair value of contingent consideration for the nine months ended September 30, 2025 and 2024 was ($13.1) million and ($5.3) million, respectively. The decrease was primarily due to a decrease in the fair value of contingent consideration for Joule's earn-out of $10.8 million during the nine months ended September 30, 2025 compared to a decrease of $5.5 million during the nine months ended September 30, 2024 due to further changes in management assumptions.

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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 September 30, 2025 decreased $3.1 million compared to the three months ended September 30, 2024. The decrease was primarily due to the decrease in the Company's average restricted cash balance during the third quarter of 2025.

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Interest income for the nine months ended September 30, 2025 decreased $9.2 million compared to the nine months ended September 30, 2024. The decrease was primarily due to the decrease in the Company's average restricted cash balance during the first three quarters of 2025.

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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 September 30, 2025 increased $7.4 million compared to the three months ended September 30, 2024. The increase was primarily due to interest expense incurred related to the 15.00% Secured Debenture, which was entered into during the second quarter of 2025.

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Interest expense for the nine months ended September 30, 2025 increased $13.9 million compared to the nine months ended September 30, 2024. The increase was primarily due to interest expense incurred related to the 6.00% Convertible Debenture, which was entered into during the fourth quarter of 2024, as well as the 15.00% Secured Debenture noted above.

​

Other income/(expense), net. Other income/(expense), net primarily consists of gains and losses related to energy contracts and foreign currency transactions. Other income, net during the three months ended September 30, 2025 decreased to $3.5 million compared to $15.5 million during the three months ended September 30, 2024. The decrease was primarily due to a decrease in foreign currency transaction gains during the three months ended September 30, 2025 compared to the three months ended September 30, 2024.

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Other income/(expense), net during the nine months ended September 30, 2025 increased $8.1 million to other income, net of $8.6 million compared to other expense, net of $0.6 million during the nine months ended September 30, 2024. The increase was primarily due to an increase in foreign currency transaction gains as well as a decrease in losses related to energy contracts during the nine months ended September 30, 2025 compared to the nine months ended September 30, 2024.

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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. During the three months ended September 30, 2025 and 2024, the Company had loss on extinguishment of convertible debt instruments and debt of $0.

​

During the nine months ended September 30, 2025, the Company had loss on extinguishment of convertible debt instruments and debt of $9.1 million as compared to loss on extinguishment of convertible debt instruments and debt of

$14.0 million for the nine months ended September 30, 2024. The losses during the first three quarters of 2025 were driven by the difference between the carrying amount of the 6.00% Convertible Debenture and principal settled in cash and premium costs on the 6.00% Convertible Debenture principal settled in cash. The losses during the first half 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.

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Change in fair value of convertible debenture. Change in fair value of convertible debenture consists of gains/(losses) that arise from the changes in fair value of the Company's 6.00% Convertible Debenture. During the three and nine months ended September 30, 2025, the Company recorded a change in fair value of convertible debenture of $0 and $1.9 million, respectively, compared to a change in fair value of convertible debenture of $0 for the three and nine months ended September 30, 2024 as the 6.00% Convertible Debenture originated during the fourth quarter of 2024 and was fully paid off during the second quarter of 2025.

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Change in fair value of debt. Change in fair value of debt consists of gains/(losses) that arise from the changes in fair value of the Company's 15.00% Secured Debenture. During the three and nine months ended September 30, 2025, the Company recorded a change in fair value of debt of ($2.7) million and ($6.1) million, respectively, compared to a change in fair value of debt of $0 for the three and nine months ended September 30, 2024 as the 15.00% Secured Debenture originated during the second quarter of 2025.

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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 September 30, 2025, the Company recorded a loss of $3.3 million on equity method investments compared to a loss of $8.7 million for the three months ended September 30, 2024. The decrease in loss on equity method investments was primarily due to the Company recording no losses related to HyVia during the three months ended September 30, 2025 as the joint venture entered into receivership proceedings during the fourth quarter of 2024.

​

For the nine months ended September 30, 2025, the Company recorded a loss of $51.5 million on equity method investments compared to a loss of $29.0 million for the nine months ended September 30, 2024. The increase in loss on equity method investments was primarily due to the Company recording an other-than-temporary impairment loss of $42.5 million related to the Company's investment in one of its equity method investments due to a decline in market conditions during the second quarter of 2025. The increase in loss on equity method investments was partially offset by the Company recording no losses related to HyVia during the nine months ended September 30, 2025 as the joint venture entered into receivership proceedings during the fourth quarter of 2024.

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Income Taxes

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The Company recorded $0.1 million and $0.1 million of income tax expense during the three months ended September 30, 2025 and 2024, respectively. The Company recorded $0.1 million of income tax expense and $0.1 million of income tax benefit during the nine months ended September 30, 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.

​

On July 4, 2025, the One Big Beautiful Bill Act ("OBBBA") was enacted into law. The OBBBA includes permanent extensions of certain provisions of the Tax Cuts and Jobs Act of 2017, modifies various federal clean energy tax provisions of the Inflation Reduction Act of 2022 (the "IRA") and includes the allowance of immediate expensing of qualifying research and development expenses incurred in the United States. The most significant impacts of the OBBBA to the Company are related to Section 45V Credit for Production of Clean Hydrogen, which will be available for clean hydrogen facilities beginning construction before January 1, 2028 and the Section 48E Investment Tax Credit which

provides for a 30% investment tax credit for "qualified fuel cell property" from 2026 to 2032. As of September 30, 2025, the impact was not material to the Company's 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):

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Operating Activities

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The net cash used in operating activities during the nine months ended September 30, 2025 and 2024 was $387.2 million and $597.4 million, respectively. The decrease in net cash used in operating activities was primarily due to an increase in cash provided by inventory, prepaid expenses and other assets and accounts payable, accrued expenses, and other liabilities as well as a decrease in cash used by deferred revenue and other contract liabilities. Those changes were partially offset by a decrease in cash provided by accounts receivable and an increase in cash used by contract assets and payments of operating lease liabilities.

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Investing Activities

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The net cash used in investing activities during the nine months ended September 30, 2025 and 2024 was $117.7 million and $358.5 million, respectively. The decrease in net cash used in investing activities was primarily due to a decrease in purchases of property, plant and equipment as well as a decrease in contributions to equity method investments during the nine months ended September 30, 2025.

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Financing Activities

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The net cash provided by financing activities during the nine months ended September 30, 2025 and 2024 was $313.1 million and $779.2 million, respectively. The decrease in cash provided by financing activities was primarily driven by a decrease in proceeds from public and private offerings and an increase in principal payments on convertible debentures, partially offset by an increase in proceeds from debt issuance.

​

The Company has continued to experience negative cash flows from operations and net losses. The Company incurred net losses of approximately $363.5 million and $211.2 million during the three months ended September 30, 2025 and 2024, respectively. The Company incurred net losses of approximately $789.1 million and $769.3 million during the nine months ended September 30, 2025 and 2024, respectively. The Company's working capital was $288.4 million as of September 30, 2025, which included unrestricted cash and cash equivalents of $165.9 million and current restricted cash of $189.3 million, and the Company had an accumulated deficit of $7.4 billion.

​

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. On August 15, 2025, the Company and B. Riley amended the "at-the-market" equity offering program to extend the term. The

"at-the-market" equity offering program will terminate upon the earliest of (a) August 15, 2027 with respect to principal and agency transactions, (b) the sale of all shares of common stock under the program or (c) termination of the sales agreement. On September 29, 2025, the Company and B. Riley amended the "at-the-market" equity offering program to add Yorkville Securities, LLC ("Yorkville") as an additional sales agent and/or principal through which the Company may offer and sell shares pursuant to the "at-the-market" equity offering program. During the three months ended September 30, 2025, the Company sold 29,419,352 shares of common stock at a weighted-average sales price of $1.60 per share for gross proceeds of $47.2 million with related issuance costs of $0.8 million. During the nine months ended September 30, 2025, the Company sold 34,573,529 shares of common stock at a weighted-average sales price of $1.62 per share for gross proceeds of $55.9 million with related issuance costs of $1.0 million through the "at-the-market" equity offering program. As of September 30, 2025, the Company had $944.1 million of aggregate gross sales price of shares available to be sold under the "at-the-market" equity offering program.

​

The Company has also 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 price 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 in the aggregate gross sales price of its common stock on any trading day. The SEPA expires on February 10, 2027. During the three and nine months ended September 30, 2025, the Company sold no shares of common stock pursuant to the SEPA.

​

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 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. On October 8, 2025, the Company entered into a warrant inducement agreement with the holder of the Common Warrants and received net proceeds from the transaction, after deducting transaction expenses and fees, of $355.1 million. Please refer to Note 21, "Subsequent Events," for further information.

​

On May 5, 2025, the Company issued the initial tranche of secured debentures (the "15.00% Secured Debenture") 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. On September 30, 2025, the Company issued a portion of the second tranche of the 15.00% Secured Debenture in the aggregate principal amount of $52.5 million pursuant to the Secured Debenture Purchase Agreement with Yorkville for a purchase price of $49.9 million. All secured debentures issued under the Secured Debenture Purchase Agreement 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.

​

On July 8, 2025, the Company issued to Yorkville a warrant to purchase 31,500,000 shares of common stock ("15.00% Secured Debenture Warrant") with an exercise price of $1.37 per share. During the three months ended September 30, 2025, Yorkville exercised a portion of the 15.00% Secured Debenture Warrant for 21,500,000 shares of the Company's common stock for proceeds of $29.5 million.

​

The Company believes that its working capital, cash position and restricted cash to be released over the next 12 months, together with other key assumptions, support the Company's conclusion that it has sufficient capital 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. Key assumptions are based on factors such as forecasted sales and costs, amortization requirements of the Company's finance obligations, the Company's right to direct B. Riley and Yorkville to purchase shares from the Company under the "at-the-market" equity offering program, the Company's right to direct Yorkville to purchase shares from the Company under the SEPA, the Company's ability to access sufficient shares by

implementing a reverse stock split, which was approved by its stockholders at the Company's annual meeting of stockholders on July 3, 2025, and the Company's ability to access additional debt pursuant to the Secured Debenture Purchase Agreement with Yorkville.

​

The Company's significant obligations consisted of the following as of September 30, 2025:

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Public and Private Offerings of Equity and Debt

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15.00% Secured Debenture Warrant

​

On July 8, 2025, the Company issued to Yorkville the 15.00% Secured Debenture Warrant to purchase 31,500,000 shares of common stock with an exercise price of $1.37 per share. As discussed in Note 8, "Long-Term Debt," on the date of the funding of the initial tranche of the 15.00% Secured Debenture, the Company recorded the 15.00% Secured Debenture Warrant to equity at a fair value of $6.1 million. The 15.00% Secured Debenture Warrant was accounted for as permanent equity in accordance with ASC 815, Derivatives and Hedging ("ASC 815"), and was recorded at fair value at inception. The fair value of the warrant was determined using a Black-Scholes Option pricing model, with each scenario weighted based on the probability the warrant will become issuable. The 15.00% Secured Debenture Warrant was recorded to equity at the fair value of $6.1 million on the date of the funding of the initial tranche of the 15.00% Secured Debenture under the Secured Debenture Purchase Agreement.

​

The assumptions used to calculate the valuation of the 15.00% Secured Debenture Warrant as of May 5, 2025 were as follows:

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​

The fair value per share of the 15.00% Secured Debenture Warrant as of May 5, 2025 was approximately $0.19.

​

During the three months ended September 30, 2025, Yorkville exercised a portion of the 15.00% Secured Debenture Warrant for 21,500,000 shares of the Company's common stock for net proceeds of $29.5 million.

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March 2025 Offering

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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.

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During the second quarter of 2025, the Pre-Funded Warrants were exercised for 138,930,464 shares of common stock at an exercise price of $0.001 per share for total proceeds of $0.1 million.

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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.

​

As of the issuance date, the common stock was valued at $73.5 million based on the Company's stock price. The Pre-Funded Warrants and Common Warrants were valued at $219.4 million and $162.5 million, respectively, using the following Black-Scholes assumptions:

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​

On October 8, 2025, the Company entered into a warrant inducement agreement with the holder of the Common Warrants. Please refer to Note 21, "Subsequent Events," for further information.

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"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. On February 23, 2024 and November 7, 2024, the Company and B. Riley amended the ATM Sales Agreement to, among other things, increase the aggregate offering price of shares of common stock available for issuance under the program to $1.0 billion. On August 15, 2025, the Company and B. Riley amended the ATM Sales Agreement to extend the term to August 15, 2027. On September 29, 2025, the Company and B. Riley amended the "at-the-market" equity offering program to add Yorkville as an additional sales agent and/or principal through which the Company may offer and sell shares pursuant to the "at-the-market" equity offering program. During the three months ended September 30, 2025, the Company sold 29,419,352 shares of common stock at a weighted-average sales price of $1.60 per share for gross proceeds of $47.2 million with related issuance costs of $0.8 million. During the nine months ended September 30, 2025, the Company sold 34,573,529 shares of common stock at a weighted-average sales price of $1.62 per share for gross proceeds of $55.9 million with related issuance costs of $1.0 million through the "at-the-market" equity offering program. As of September 30, 2025, the Company had $944.1 million of aggregate gross sales price of shares available to be sold under the "at-the-market" equity offering program.

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15.00% Secured Debenture

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On May 5, 2025, the Company issued the initial tranche of the 15.00% Secured Debenture in the aggregate principal amount of $210.0 million pursuant to the Secured Debenture Purchase Agreement with Yorkville for a purchase price of $199.5 million with a discount of $10.5 million. The 15.00% Secured Debenture was issued in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933, as amended (the "Securities Act"). The initial tranche of the 15.00% Secured Debenture is subject to an amortization schedule which is scheduled to result in payment in full on April 30, 2027; however, Yorkville is permitted to defer amortization payments under the Secured Debenture Purchase Agreement, in which case such deferred amortization payments will be paid on the final maturity date of May 1, 2028. Under the Secured Debenture Purchase Agreement, Yorkville is committed to purchase a second tranche of the 15.00% Secured Debenture 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, which expires on May 6, 2026. The Secured Debenture Purchase Agreement also permits the Company to sell to Yorkville a third uncommitted tranche of the 15.00% Secured Debenture in an aggregate principal amount of up to $210.0 million, subject to the satisfaction of the closing conditions set forth therein.

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On September 30, 2025, the Company issued a portion of the second tranche of the 15.00% Secured Debenture in the aggregate principal amount of $52.5 million pursuant to the Secured Debenture Purchase Agreement with Yorkville for a purchase price of $49.9 million with a discount of $2.6 million. The second tranche of the 15.00% Secured Debenture is subject to an amortization schedule which is scheduled to result in payment in full on September 30, 2026; however, Yorkville is permitted to defer amortization payments under the Secured Debenture Purchase Agreement, in which case such deferred amortization payments will be paid on the final maturity date of May 1, 2028.

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All secured debentures issued under the Secured Debenture Purchase Agreement 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.

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The following table shows change in the carrying amount of the 15.00% Secured Debenture during the nine months ended September 30, 2025 (in thousands):

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As of September 30, 2025, the 15.00% Secured Debenture was comprised of the current portion of long-term debt and long-term debt of $120.6 million and $121.0 million, respectively, on the unaudited condensed consolidated balance sheet. Within the current portion of long-term debt and long-term debt on the unaudited condensed consolidated balance sheet, $1.1 million and $1.3 million was related to other debt as of September 30, 2025, respectively.

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As of September 30, 2025, the outstanding principal on the debt was $251.8 million and was due monthly during each of the following years ended (in thousands):

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The following table summarizes the total interest expense and effective interest rate related to the 15.00% Secured Debenture during the three and nine months ended September 30, 2025 (in thousands, except for the effective interest rate):

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As of September 30, 2025, the Company was in compliance with all debt covenants associated with the 15.00% Secured Debenture.

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6.00% Convertible Debenture

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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. The 6.00% Convertible Debenture ranked pari passu in right of payment with all other outstanding and future senior indebtedness of the Company. The 6.00% Convertible Debenture was fully settled during the second quarter of 2025.

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The Company incurred losses on extinguishment of convertible debt instruments and debt of $9.1 million during the nine months ended September 30, 2025.

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7.00% Convertible Senior Notes

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As of September 30, 2025 and December 2024, the 7.00% Convertible Senior Notes due June 1, 2026 (the "7.00% Convertible Senior Notes") consisted of the following (in thousands):

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As of September 30, 2025, the 7.00% Convertible Senior Notes were recorded in the current portion of convertible debt instruments, net in the unaudited interim condensed balance sheet.

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The following table summarizes the total interest expense and effective interest rate related to the 7.00% Convertible Senior Notes during the three and nine months ended September 30, 2025 and 2024 (in thousands, except for the effective interest rate):

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There were no conversions of the 7.00% Convertible Senior Notes during the three and nine months ended September 30, 2025 and 2024. The estimated fair value of the 7.00% Convertible Senior Notes as of September 30, 2025 and December 31, 2024 was approximately $137.1 million and $112.5 million. The fair value estimation was Level 2 as it was primarily based on a quoted price in an active market.

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As of September 30, 2025, the Company was in compliance with all debt covenants associated with the 7.00% Convertible Senior Notes.

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3.75% Convertible Senior Notes

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During the nine months ended September 30, 2025, the Company paid cash of $59.6 million, which included $58.5 million to retire the remaining outstanding principal and $1.1 million to pay the accrued interest, on the 3.75% Convertible Senior Notes.

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Common Stock Transactions

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Amazon Transaction Agreement in 2022

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As of September 30, 2025 and December 31, 2024, the balance of the contract asset related to the warrant was $31.2 million and $33.2 million, respectively, which was recorded in contract assets in the Company's unaudited interim condensed consolidated balance sheets.

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As of September 30, 2025 and December 31, 2024, 3,500,000 and 3,000,000 of the shares related to the warrant had vested, respectively, and none of the shares had been exercised. During the three and nine months ended September 30, 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 September 30, 2025 and 2024 was $5.0 million and $2.0 million, respectively. The total amount of provision for common stock warrants recorded as a reduction of revenue for the warrant during the nine months ended September 30, 2025 and 2024 was $11.8 million and $4.4 million, respectively.

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Amazon Transaction Agreement in 2017

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As of September 30, 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 and nine months ended September 30, 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 September 30, 2025 and 2024 was $0.1 million and $0.1 million, respectively. The total amount of provision for common stock warrants recorded as a reduction of revenue for the warrant during the nine months ended September 30, 2025 and 2024 was $0.3 million and $0.3 million, respectively.

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Walmart Transaction Agreement

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As of September 30, 2025 and December 31, 2024, the balance of the contract asset related to the warrant was $1.2 million and $2.6 million, respectively, which was recorded in contract assets in the Company's unaudited interim condensed consolidated balance sheets.

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As of September 30, 2025 and December 31, 2024, 45,102,304 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 and nine months ended September 30, 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 September 30, 2025 and 2024 was $5.8 million and $3.9 million, respectively. The total amount of provision for common stock warrants recorded as a reduction of revenue for the warrant during the nine months ended September 30, 2025 and 2024 was $17.4 million and $11.6 million, respectively.

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Restricted Cash

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In connection with certain of the noted sale/leaseback agreements, cash of $383.8 million and $476.2 million was required to be restricted as security as of September 30, 2025 and December 31, 2024, respectively, which will be released over the lease term. As of September 30, 2025 and December 31, 2024, the Company also had certain letters of credit backed by security deposits totaling $214.1 million and $276.4 million, respectively, of which $183.4 million and $242.7 million are security for the noted sale/leaseback agreements, respectively, and $30.7 million and $33.7 million are letters of credit related to customs and other transactions, respectively.

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As of September 30, 2025 and December 31, 2024, the Company had $80.0 million and $73.7 million, respectively, held in escrow related to the construction of certain hydrogen production plants.

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The Company also had $0 and $1.2 million of consideration held by our paying agent in connection with the Joule acquisition reported as restricted cash as of September 30, 2025 and December 31, 2024, respectively, with a corresponding accrued liability on the Company's unaudited interim condensed consolidated balance sheets. Additionally, the Company had $5.2 million and $7.4 million in restricted cash as collateral resulting from the Frames acquisition as of September 30, 2025 and December 31, 2024, respectively, with a corresponding accrued liability on the Company's unaudited interim condensed consolidated balance sheets.

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Impairment

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The Company evaluates its long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of such assets may not be recoverable. The recoverability of these assets is assessed by comparing the carrying value of such assets to the estimated undiscounted future cash flows expected to result from their use and eventual disposition. If the carrying value exceeds the undiscounted cash flows, an impairment loss is recognized to the extent the carrying value exceeds the estimated fair value.

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As disclosed in the 2024 Form 10-K, if circumstances require a long-lived asset or asset group to be tested for impairment, the Company first compares undiscounted cash flows expected to be generated by that asset or asset group to its carrying amount. If the carrying amount of the long-lived asset or asset group is not recoverable on an undiscounted cash flow basis, an impairment is recognized to the extent that the carrying amount exceeds its fair value. In making these determinations, the Company uses certain assumptions, including, but not limited to: (i) estimated fair value of the assets; and (ii) estimated, undiscounted future cash flows expected to be generated by these assets, which are based on additional assumptions such as asset utilization, length of service, the asset will be used in the Company's operations, and (iii) estimated residual values. Fair value is determined using various valuation techniques including discounted cash flow models, quoted market values and third-party independent appraisals, as considered necessary.

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During 2025, events and circumstances indicated that long-lived assets for certain asset groups were impaired. As a result, management continues to closely monitor the results of the Company's asset groups including the status of

hydrogen projects in development and related sources of funding (for example, the Company's loan program with the Department of Energy), recent trends in our business, and our liquidity, in addition to operational initiatives and macroeconomic conditions that may affect the recoverability of the Company's long-lived assets. As such, the current performance of the Company's operations introduces an elevated risk for impairment for our long-lived assets. If the Company does not achieve anticipated improvements in cash flows, additional impairment charges could be required in future periods which could be material to the Company's unaudited condensed consolidated financial statements.

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Guarantee

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On May 30, 2023, HyVia entered into a government grant agreement with Bpifrance. During the third quarter of 2025, a court determined that the Company was no longer liable for the guarantee. During the three months ended September 30, 2025, the Company released the liability related to this guarantee.

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Unconditional Purchase Obligations

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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 and take or pay contracts. 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.

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Future payments under non-cancellable unconditional purchase obligations with a remaining term in excess of one year as of September 30, 2025 were as follows (in thousands):

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During the third quarter of 2025, the Company finalized the renegotiation of a supplier arrangement that previously contained minimum purchase requirements. In connection with the negotiations, the Company modified its unconditional purchase obligation and recorded a liability of $20.2 million in contingent consideration, loss accrual for service contracts, and other current liabilities and $20.1 million in contingent consideration, loss accrual for service contracts, and other liabilities in the unaudited interim condensed consolidated balance sheets as of September 30, 2025. The Company recorded a $12.0 million liability during the first half of 2025 related to initial negotiations of the same supplier arrangement. During the three and nine months ended September 30, 2025, the Company recorded $28.3 million and $40.3 million in selling, general and administrative expenses in the unaudited interim condensed consolidated statements of operations, respectively.

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Restructuring

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In March 2025, the Company announced the 2025 Restructuring Plan, which included 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 substantially completed in the fourth quarter of 2025, subject to local law and consultation requirements.

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In February 2024, the Company announced a restructuring plan (the "2024 Restructuring Plan"). The 2024 Restructuring Plan included strategic moves to enhance our financial performance and ensure long-term value creation in

a competitive market. We began executing the 2024 Restructuring Plan in February 2024 and it was effectively completed during the fourth quarter of 2024.

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During the three months ended September 30, 2025 and 2024, the Company incurred $5.5 million and $0.6 million in restructuring costs, respectively, which were recorded in the restructuring financial statement line item in the unaudited interim condensed consolidated statements of operations. During the nine months ended September 30, 2025 and 2024, the Company incurred $25.6 million and $8.2 million in restructuring costs, respectively, which were recorded 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 and nine months ended September 30, 2025 and 2024 (in thousands):

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The accrued restructuring balances as of September 30, 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):

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As of September 30, 2025, total accrued expenses related to restructuring activities were comprised of (1) $1.6 million of employee severance and benefit arrangements and (2) $0.2 million of legal and professional services costs.

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We estimate that we will incur future restructuring costs of $0.2 million related to employee severance and benefit arrangements during the fourth quarter of 2025. In addition, we expect to incur future restructuring costs of $1.2 million related to facility exit costs during the fourth quarter of 2025. The actual timing and amount of such costs associated may differ from our current expectations and estimates and such differences may be material.

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Loss Accrual

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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):

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The Company recorded a benefit for loss accrual during the nine months ended September 30, 2025 primarily due to reductions in cost to service our GenDrive units and continued improvements.

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Critical Accounting Estimates

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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.

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

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Recent Accounting Pronouncements

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Recently Adopted Accounting Guidance

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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.

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Recently Issued and Not Yet Adopted Accounting Pronouncements

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In July 2025, Accounting Standards Update 2025-05 ("ASU 2025-05"), Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses for Accounts Receivable and Contract Assets, was issued to address challenges encountered when applying the guidance in Topic 326 to current accounts receivable and current contract assets arising from transactions accounted for under Topic 606. This standard introduces a practical expedient for entities that assumes that current conditions as of the balance sheet date do not change for the remaining life of the asset. This standard is effective for annual periods, including interim reporting periods within annual reporting periods, beginning after December 15, 2025 with early adoption permitted. The Company has not yet adopted ASU 2025-05 and is still evaluating the impact of the adoption on its unaudited interim condensed consolidated financial statements.

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In May 2025, Accounting Standards Update 2025-04 ("ASU 2025-04"), Clarifications to Share-Based Consideration Payable to a Customer, was issued to reduce diversity in practice and improve the decision usefulness and operability of the guidance for share-based consideration payable to a customer in conjunction with selling goods or services. This standard is effective for annual periods, including interim reporting periods within annual reporting periods, beginning after December 15, 2026 with early adoption permitted. The Company has not yet adopted ASU 2025-04 and is still evaluating the impact of the adoption on its unaudited interim condensed consolidated financial statements.

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Other than the accounting standards mentioned above and in our 2024 Form 10-K, all issued but not yet effective accounting and reporting standards as of September 30, 2025 are either not applicable to the Company or are not expected to have a material impact on the Company.

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