Private Placement (Form 8-K)

As previously disclosed in the Current Report on Form 8-K filed by Plug Power Inc. (the "Company") with the Securities and Exchange Commission (the " SEC ") on April 28, 2025, the Company entered into a Secured Debenture Purchase Agreement (the "Debenture Purchase Agreement") with YA II PN, Ltd., as buyer (the "Buyer"), pursuant to which the Company agreed to issue to the Buyer a warrant to purchase 31,500,000 shares of common stock (the "Warrant") within five days of the date on which the Company obtains stockholder approval (i) to increase the number of its authorized shares of common stock or (ii) for a reverse stock split with respect to its common stock. On July 8, 2025, the Company issued the Warrant to the Buyer. The exercise price of the Warrant was determined at the time of the issuance of the Warrant and equaled $1.37, the lower of (i) the closing price of the Company's common stock immediately preceding the issuance of the Warrant or (ii) the average closing price of the Company's common stock for the five trading days immediately preceding the issuance of the Warrant. The Warrant is exercisable at any time on or after the date of issuance and will expire on July 10, 2028. A copy of the Warrant is attached hereto as Exhibit 4.1 and incorporated herein by reference. The foregoing description does not purport to be complete and is qualified in its entirety by reference to such exhibit.

The Warrant 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 shares of common stock that may be issued upon exercise of the Warrant will be issued pursuant to the same exemption or pursuant to the exemption provided by Section 3(a)(9) of the Securities Act.

On July 9, 2025, the Company filed a prospectus supplement to its automatic shelf registration statement on Form S-3 (File No. 333-287577) relating to the resale by the Buyer of the common stock issuable upon exercise of the Warrant. A copy of the opinion of Goodwin Procter LLP relating to the legality of the common stock issuable upon exercisable of the Warrant is attached as Exhibit 5.1 hereto.