Plug Power Inc. (NASDAQ:PLUG) ("Plug Power" or the "Company"), a global leader in comprehensive hydrogen solutions for the hydrogen economy announced that it has entered into a warrant inducement agreement with a single existing institutional investor for the immediate exercise of the entirety of the Company's outstanding warrants issued in March 2025 (the "Existing Warrants") to purchase 185,430,464 shares of common stock at the original exercise price of $2.00 per share. The gross proceeds to Plug Power, before deducting estimated transaction expenses and fees, are expected to be approximately $370 million.

Upon the immediate exercise in full of the Existing Warrants, the investor will receive (i) 31,000,000 shares of common stock and (ii) in lieu of common stock, pre-funded warrants to purchase up to 154,430,464 shares of its common stock. In consideration of the warrant exercise, the investor will receive new warrants to purchase a total of 185,430,464 shares of common stock (the "New Warrants"). The New Warrants will have an exercise price of $7.75, representing a premium of approximately 100% to Plug Power's last closing stock price on October 7, 2025. The New Warrants will be exercisable upon the Company's receipt of stockholder approval to increase its authorized shares of common stock and will expire on March 20, 2028. The Company has not reserved shares of common stock underlying the New Warrants and does not expect to effect any exercise of the New Warrants unless and until the Company receives stockholder approval or effects a reverse stock split to increase its authorized shares of common stock. The New Warrants may be cash settled after February 28, 2026, if common stock is not then available to satisfy exercises. The offering is expected to close on or about October 9, 2025, subject to customary closing conditions.

If the New Warrants are fully exercised on a cash basis, Plug Power has the potential to raise approximately $1.4 billion in additional gross proceeds. No assurance can be given that any of the New Warrants will be exercised. Plug Power intends to use the net proceeds from this offering for working capital and general corporate purposes.

Oppenheimer & Co. Inc. is acting as the lead financial advisor for the transaction. BTIG LLC, Clear Street LLC, Craig-Hallum Capital Group LLC, H.C. Wainwright & Co. and Roth Capital Partners are acting as co-advisors for the transaction.

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