UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) 
of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): February 1224, 2026

Plug Power Inc.

(Exact name of registrant as specified in its charter)

Delaware	1-34392	22-3672377
(State or other jurisdiction	(Commission File	(IRS Employer
of incorporation)	Number)	Identification No.)

125 Vista Boulevard, Slingerlands, New York		12159
(Address of principal executive offices)		(Zip Code)

(518) 782-7700

Registrant’s telephone number, including area code: 

N/A

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

¨	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock, par value $0.01 per share		PLUG		The Nasdaq Capital Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ¨

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Item 51.0301 ~~Amendments~~Entry toInto ~~Articles~~a ofMaterial ~~Incorporation~~Definitive ~~or Bylaws; Change in Fiscal Year~~Agreement.

AsOn ~~described in~~February ~~Item~~24, ~~5.07 of~~2026, ~~this~~Plug ~~Current~~Power ~~Report~~Inc., ona ~~Form 8-K~~Delaware corporation, and onits ~~February~~wholly ~~12,~~owned ~~2026~~subsidiary, Plug ~~Power~~Project ~~Inc~~Holding Co., ~~(the~~LLC, ~~“Company”)~~a ~~held~~Delaware alimited ~~reconvened~~liability ~~special~~company ~~meeting~~(together ofwith ~~stockholders~~Plug ~~(the~~Power ~~“Special~~Inc., the ~~Meeting~~“Company”), atentered ~~which~~into ~~the~~a ~~Company’s~~Purchase ~~stockholders~~and ~~approved~~Sale anAgreement ~~amendment~~and Joint Escrow Instructions (the “~~Charter Amendment~~Agreement”) towith ~~the Company’s~~Stream ~~amended~~US ~~and~~Data ~~restated~~Centers, ~~certificate~~LLC, ofa ~~incorporation,~~Texas aslimited ~~amended~~liability ~~(the~~company (“~~Charter~~Purchaser”), pursuant to ~~increase~~which the ~~number of authorized shares of the~~ Company’s ~~common~~agreed ~~stock~~to ~~from~~sell ~~1,500,000,000 shares~~ to ~~3,000,000,000 shares. The Charter Amendment became effective~~Purchaser ~~February~~certain ~~12,~~real ~~2026~~property ~~upon~~and ~~its~~related ~~filing~~assets ~~with~~located in the ~~Secretary~~Town of ~~State~~Alabama, ofGenesee ~~the~~County, ~~State~~New ofYork ~~Delaware~~(the “Property”).

The ~~Charter Amendment~~ isCompany ~~filed~~will asbe ~~Exhibit~~entitled ~~3.1~~ to ~~this~~receive ~~Current~~a purchase price ranging between ~~Report~~$132.5 million and $142.0 million, depending on ~~Form~~the ~~8-K~~timing of closing and isthe ~~incorporated~~removal ~~herein~~status byof ~~reference~~certain hydrogen storage spheres located on the Property. The ~~foregoing~~closing ~~description~~must ofoccur ~~the~~no later than June ~~Charter Amendment~~30, is2026, ~~qualified in~~subject ~~its~~to ~~entirety~~the byterms ~~reference~~and ~~thereto~~conditions of the Agreement.

~~Item~~The ~~5.07.~~obligations ~~Submission~~of the parties to consummate the transaction are subject to certain closing conditions, including delivery of ~~Matters~~insurable title, assignment of specified agreements and permits, assignment and transfer of substation assets to athe ~~Vote~~Genesee County Economic Development Center, receipt of ~~Security~~certain ~~Holders~~governmental approvals, satisfaction of environmental review requirements, and entry into a binding lease by the Purchaser with a tenant for the Property.

~~Present~~If at the ~~Special~~closing ~~Meeting,~~has innot ~~person~~occurred on or bybefore ~~proxy~~June 30, ~~were holders of 769~~2026,~~385,735~~ ~~shares~~either party ofmay ~~common~~terminate ~~stock~~the ofAgreement. ~~the~~The ~~Company~~Agreement ascontains ofcustomary ~~December~~representations, 12warranties, ~~2025~~covenants, ~~representing~~termination atrights ~~least~~and ~~one-third of the voting~~remedies, ~~power~~including ofliquidated ~~the~~damages ~~outstanding~~provisions ~~shares~~in favor of the Company’s ~~common~~in ~~stock entitled to vote at~~ the ~~Special~~event ~~Meeting,~~of ~~which~~certain ~~constituted~~defaults ~~a quorum.~~by ~~Holders of~~ the ~~Company’s common stock were entitled to one vote per share on each proposal~~Purchaser.

The ~~stockholders~~foregoing ~~considered~~description of the ~~following~~Agreement ~~proposals~~does atnot ~~the~~purport ~~Special Meeting~~to be complete and is qualified in its entirety by reference to the ~~final~~full ~~voting~~text ~~results~~of ~~are~~the ~~set~~Agreement, ~~forth~~which ~~below:~~is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.

~~Proposal~~Item 18.01. -Other ~~Amendment of the Company’s Charter to Adjust Voting Requirements to Align with Section 242(d)(2) of the Delaware General Corporation Law~~Events.

For		Against		Abstain		Broker Non-Votes
562,318,084		32,118,632		9,099,148		165,849,871

On February 26, 2026, the Company issued a press release announcing the Agreement. A copy of the press release is attached hereto as Exhibit 99.1 and incorporated herein by reference.

~~Proposal~~Item 29.01. -Financial ~~Amendment~~Statements ofand ~~the Company’s Charter to Increase the Number of Authorized Shares of the Company’s Common Stock~~Exhibits.

For		Against		Abstain		Broker Non-Votes
696,657,258		66,316,964		6,411,513		0

(d) Exhibits.

At the Special Meeting, the stockholders approved Proposal 2 to amend the Charter to increase the number of authorized shares of the Company’s common stock from 1,500,000,000 shares to 3,000,000,000 shares. Proposal 1 did not receive the affirmative vote of a majority of the voting power of the shares of common stock outstanding and entitled to vote on the matter and therefore was not approved.

Exhibit Number		Description
10.1†*		Purchase and Sale Agreement and Joint Escrow Instructions, dated as of February 24, 2026, by and among Plug Power Inc., Plug Project Holdings Co., LLC and Stream US Data Centers, LLC.

99.1		Press Release of Plug Power Inc., dated February 26, 2026.

104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

No† ~~other~~Certain ~~items~~of ~~were~~the ~~presented~~exhibits and schedules to ~~the~~this ~~stockholders~~Exhibit have atbeen omitted in accordance with Regulation S-K Item 601(a)(5). The Registrant agrees to furnish a copy of all omitted exhibits and schedules to the ~~Special~~SEC ~~Meeting~~upon its request.

* Certain portions of this Exhibit have been omitted pursuant to Item 9601(b)(10)(iv) of Regulation S-K.~~01.~~ ~~Financial~~The ~~Statements~~Company agrees to furnish supplementally a copy of any omitted schedule or exhibit to the Securities and ~~Exhibits~~Exchange Commission upon request.

~~(d) Exhibits.~~SIGNATURE

Exhibit Number		Description
3.1		Sixth Certificate of Amendment of Amended and Restated Certificate of Incorporation of Plug Power Inc.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

SIGNATURES

		Plug Power Inc.

Date: February 26, 2026	By:	/s/ Paul Middleton
		Name: Paul Middleton
		Title: Chief Financial Officer

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	PLUG POWER INC.
February 13, 2026	By:	/s/ Paul Middleton
		Paul Middleton
		Chief Financial Officer

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