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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 11, 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 8.01. | Other Events. |
As previously announced, Plug Power Inc. (the “Company”) convened its special meeting of stockholders (the “Special Meeting”) on January 29, 2026 and adjourned the Special Meeting to February 5, 2026. On February 5, 2026, the Special Meeting was further adjourned to February 17, 2026 at 4:00 p.m. Eastern Time to allow the Company to continue soliciting additional proxies with respect to Proposals 1 and 2 described in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on December 12, 2025.
The Company has determined to accelerate the reconvened Special Meeting. On February 11, 2026, the Company issued a press release announcing the acceleration of the reconvened Special Meeting from February 17, 2026 to February 12, 2026 at 4:00 p.m. Eastern Time. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
The Company’s stockholders of record as of December 12, 205, the record date for the Special Meeting, are entitled to attend and vote at the reconvened Special Meeting using the same process in place for the originally scheduled Special Meeting, the details of which are set forth in the Company’s definitive proxy statement.
No changes have been made to the proposals to be voted on at the Special Meeting, and no new proposals will be presented at the reconvened Special Meeting. The reconvened Special Meeting will be held solely to conduct the vote on Proposals 1 and 2 described in the definitive proxy statement.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits.
| Exhibit Number |
Description |
| 99.1 | Press Release dated February 11, 2026. |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
SIGNATURES
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 11, 2026 | By: | /s/ Paul Middleton |
| Paul Middleton | ||
| Chief Financial Officer | ||
Exhibit 99.1
MEDIA ADVISORY
For Immediate Release
Plug Power Accelerates Reconvened Session of Special Meeting of Stockholders to Thursday, February 12, 2026
Meeting Date Moved Earlier; Stockholders Encouraged to Vote and Participate Virtually
Plug Power Inc. (NASDAQ: PLUG), a global leader in comprehensive hydrogen solutions for the hydrogen economy, today announced that it is accelerating the reconvened session of its Special Meeting of Stockholders. The reconvened Special Meeting was previously scheduled to be held on February 17, 2026, at 4:00 p.m. Eastern Time. The Company has determined to move the reconvened Special Meeting to Thursday, February 12, 2026, at 4:00 p.m. Eastern Time. The meeting will be held in a virtual format.
Stockholders of record as of December 12, 2025, remain eligible to participate.
Join the call:
| · | Thursday, February 12, 2026 | |
| · | 4:00 pm Eastern Time | |
| · | Virtual meeting: https://east.virtualshareholdermeeting.com/vsm/web?pvskey=PLUG2026SM | |
| · | Dial-In Access: Participant Dial-In Number: 1 (888) 450-5216 / Participant International Dial-In: 1 (929) 209-7680 |
Stockholders attending the virtual meeting will be able to vote and submit questions in real time. Participants should have their 16-digit control number from their proxy materials to access the meeting.
Important Additional Information and Where to Find It
Plug has filed a definitive proxy statement and other relevant documents with the U.S. Securities and Exchange Commission (“SEC”) in connection with the Special Meeting. INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE DEFINITIVE PROXY STATEMENT AND OTHER RELEVANT DOCUMENTS FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY because they contain important information about the matters to be voted on at the Special Meeting. Stockholders may obtain copies of these documents free of charge at the SEC’s website at www.sec.gov or on Plug’s website at www.plugpower.com.
Participants in the Solicitation
The Company and its directors and executive officers may be deemed to be participants in the solicitation of proxies from the Company’s stockholders in connection with the Special Meeting. Information about the Company’s directors and executive officers is outlined in the definitive proxy statement for the 2025 Annual Meeting of Stockholders, which was filed with the SEC on June 9, 2025, and information about their ownership of Plug’s stock is outlined in the definitive proxy statement for the Special Meeting filed with the SEC on December 12, 2025.
MEDIA CONTACT:
Teal Hoyos
Plug Power Inc.
Email: media@plugpower.com