Material Agreement Form 8 K

Item 1.01 Entry Into a Material Definitive Agreement.

On July 18, 2024, Plug Power Inc. (the "Company") entered into an underwriting agreement (the "Underwriting Agreement") with Morgan Stanley & Co. LLC, as representative of the several underwriters named in Schedule I thereto (the "Underwriters"), pursuant to which the Company agreed to issue and sell 78,740,157 shares of its common stock, par value $0.01 per share (the "Common Stock"), at a public offering price of $2.54 per share (the "Offering"). Under the terms of the Underwriting Agreement, the Company granted the Underwriters a 30-day option to purchase up to an additional 11,811,023 shares of Common Stock at the public offering price, less the underwriting discount.

The Company estimates that the net proceeds from the Offering, after deducting the underwriting discount and estimated offering expenses payable by the Company, will be approximately $190.6 million (or approximately $219.2 million if the Underwriters exercise their option to purchase additional shares of Common Stock in full). The Company intends to use the net proceeds from the Offering for general corporate purposes.

The Offering closed on July 22, 2024 and was made pursuant to a prospectus supplement dated July 18, 2024 and a base prospectus dated June 8, 2022 relating to the Company's registration statement on Form S-3 (File No. 333-265488).

The Underwriting Agreement contains customary representations, warranties, covenants and agreements by the Company, customary conditions to closing and indemnification obligations of the Company and the Underwriters, including for liabilities under the Securities Act of 1933, as amended. The representations, warranties, covenants and agreements contained in the Underwriting Agreement were made only for purposes of such agreement and as of specific dates, were solely for the benefit of the parties to such agreement and may be subject to limitations agreed upon by the contracting parties.

The foregoing is a summary description of the Underwriting Agreement and is qualified in its entirety by the text of the Underwriting Agreement attached as Exhibit 1.1 to this Current Report on Form 8-K and incorporated herein by reference.

In connection with the filing of the Underwriting Agreement, the Company is filing as Exhibit 5.1 hereto an opinion of its counsel, Goodwin Procter LLP, regarding the legality of the shares of Common Stock issued in the Offering.