Condensed Consolidated Interim Statements of Financial Position

Unaudited (Expressed in thousands of U.S. dollars)

			Note			September 30, 2025			December 31, 2024
Assets
Current assets:
Cash and cash equivalents						$	525,744		$	603,948
Short-term investments						2,108			2,104
Trade and other receivables			5			32,432			31,983
Inventories			6			59,871			56,417
Prepaid expenses and other current assets						3,294			4,426
Total current assets						623,449			698,878
Non-current assets:
Property, plant and equipment			7			30,287			30,424
Intangible assets			8			1,548			1,757
Equity-accounted investments			9			5,419			8,238
Long-term financial investments			10			49,262			37,515
Other non-current assets						498			495
Total assets						$	710,463		$	777,307
Liabilities and Equity
Current liabilities:
Trade and other payables			12			$	32,956		$	35,637
Deferred revenue			13			10,856			6,643
Provisions and other current liabilities			14			27,720			30,407
Current lease liabilities			15			3,278			2,899
Total current liabilities						74,810			75,586
Non-current liabilities:
Non-current lease liabilities			15			19,283			20,995
Deferred gain on finance lease liability			15			—			69
Non-current deferred revenue			13			6,777			4,989
Other non-current liabilities and employee future benefits			16			2,769			2,678
Total liabilities						103,639			104,317
Equity:
Share capital			17			2,432,404			2,428,618
Contributed surplus			17			310,361			309,974
Accumulated deficit						(2,134,224)			(2,060,837)
Foreign currency reserve						(1,717)			(4,765)
Total equity						606,824			672,990
Total liabilities and equity						$	710,463		$	777,307

Approved on behalf of the Board:

Condensed Consolidated Interim Statements of Loss and Comprehensive Loss

Unaudited (Expressed in thousands of U.S. dollars, except per share amounts and number of shares)

						Three months ended September 30,						Nine months ended September 30,
			Note			2025			2024			2025			2024
Revenues:
Product and service revenues			18			$	32,501		$	14,756		$	65,732		$	45,211
Cost of product and service revenues						27,539			22,972			65,873			63,966
Gross margin						4,962			(8,216)			(141)			(18,755)
Operating expenses:
Research and product development						11,522			23,742			47,803			74,585
General and administrative						4,158			4,281			13,611			17,242
Sales and marketing						1,559			2,834			6,413			10,436
Other expense			19			17,659			24,010			24,228			25,892
Total operating expenses						34,898			54,867			92,055			128,155
Results from operating activities						(29,936)			(63,083)			(92,196)			(146,910)
Finance income and other			20			4,214			7,288			26,533			21,013
Finance expense			20			(453)			(586)			(1,454)			(1,607)
Net finance income						3,761			6,702			25,079			19,406
Equity in loss of investment in joint venture and associate			9 & 21			(1,895)			(1,111)			(3,157)			(2,413)
Impairment charges on property, plant and equipment			7 & 22			—			(106,762)			(3,162)			(106,762)
Gain on sale of assets			7			—			—			73			—
Impairment charges on goodwill			23			—			(40,277)			—			(40,277)
Loss before income taxes						(28,070)			(204,531)			(73,363)			(276,956)
Income tax expense						—			—			(24)			(103)
Net loss for the period from continued operations						$	(28,070)		$	(204,531)		$	(73,387)		$	(277,059)
Net loss for the period from discontinued operations			24			—			(487)			—			(715)
Net loss for the period						$	(28,070)		$	(205,018)		$	(73,387)		$	(277,774)
Other comprehensive loss:
Items that may be reclassified subsequently to profit or loss:
Foreign currency translation differences						819			1,387			3,048			208
Total comprehensive loss for the period						$	(27,251)		$	(203,631)		$	(70,339)		$	(277,566)
Basic and diluted loss per share
Loss per share for the period						$	(0.09)		$	(0.68)		$	(0.24)		$	(0.93)
Weighted average number of common shares outstanding						300,512,149			299,411,559			299,962,076			299,271,952
See accompanying notes to condensed consolidated interim financial statements.

Condensed Consolidated Interim Statements of Changes in Equity

Unaudited (Expressed in thousands of U.S. dollars except number of shares)

Condensed Consolidated Interim Statements of Cash Flows

Unaudited (Expressed in thousands of U.S. dollars)

						Nine months ended September 30,
			Note			2025			2024
Cash provided by (used in):
Operating activities:
Net loss for the period						$	(73,387)		$	(277,774)
Adjustments for:
Depreciation and amortization			7 & 8			2,984			10,874
Deferred gain amortization on finance lease agreement			15			(69)			(312)
Impairment loss on trade receivables						772			10,014
Inventory impairment (reversal) and onerous contracts provision adjustments			6			(4,190)			4,371
Unrealized (gain)/loss on forward contracts						(685)			243
Equity in loss of investment in joint venture and associate			9 & 21			3,157			2,413
Net (increase) decrease in fair value of investments			10, 20 & 27			(6,855)			7,371
Gain on sale of assets			7			(73)			—
De-recognition of lease						—			(10)
Impairment loss on property, plant and equipment			7 & 22			3,162			106,762
Impairment charges on goodwill			23			—			40,277
Accretion (dilution) on decommissioning liabilities			16			102			(2)
Employee future benefits plan contributions						(11)			(11)
Share-based compensation (including restructuring)			17			6,243			6,388
						(68,850)			(89,396)
Changes in non-cash working capital:
Trade and other receivables						(1,343)			18,036
Inventories						(6,095)			(23,461)
Prepaid expenses and other current assets						1,814			(287)
Trade and other payables						645			8,118
Deferred revenue						6,001			4,755
Warranty provision						233			(1,459)
						1,255			5,702
Cash used in operating activities						(67,595)			(83,694)
Investing activities:
Contributions to long-term investments			10			(4,892)			(8,614)
Additions to property, plant and equipment			7			(6,063)			(20,273)
Investment in intangible assets			8			(337)			(1,415)
Proceeds on sale of assets			7			80			—
Contingent consideration related to acquisition			14			—			(100)
Cash used in investing activities						(11,212)			(30,402)
Financing activities:
Principal payments of lease liability			15			(2,226)			(2,664)
Net proceeds on issuance of share capital from stock option exercise			17			—			308
Cash used in financing activities						(2,226)			(2,356)
Effect of exchange rate fluctuations on cash and cash equivalents held						2,829			435
Decrease in cash and cash equivalents						(78,204)			(116,017)
Cash and cash equivalents, beginning of period						603,948			751,130
Cash and cash equivalents, end of period						$	525,744		$	635,113

Supplemental disclosure of cash flow information (note 25).

The principal business of Ballard Power Systems Inc. (the “Corporation”) is the design, development, manufacture, sale and service of proton exchange membrane ("PEM") fuel cell products for a variety of applications, focusing on power products for bus, truck, rail, marine, stationary and emerging market (material handling, off-road and other) applications, as well as the delivery of services, including technology solutions, after sales service and training. A fuel cell is an environmentally clean electrochemical device that combines hydrogen fuel with oxygen (from the air) to produce electricity.

The Corporation is a company domiciled in Canada and its registered office is located at 9000 Glenlyon Parkway, Burnaby, British Columbia, Canada, V5J 5J8. The condensed consolidated interim financial statements of the Corporation as at and for the three and nine months ended September 30, 2025 and 2024 comprise the Corporation and its subsidiaries.

(a)    Statement of compliance:

These condensed consolidated interim financial statements of the Corporation have been prepared in accordance with International Accounting Standard (“IAS”) 34 Interim Financial Reporting as issued by the International Accounting Standards Board (“IASB”), on a basis consistent with those material accounting policies followed in the most recent annual consolidated financial statements, and therefore should be read in conjunction with the December 31, 2024 audited consolidated financial statements and the notes thereto.

The condensed consolidated interim financial statements were authorized for issue by the Audit Committee of the Board of Directors on November 12, 2025.

(b)    Basis of measurement:

The condensed consolidated interim financial statements have been prepared on the historical cost basis except for the following material items in the statement of financial position:

•Financial assets classified as measured at fair value through profit or loss (FVTPL)

(c)    Functional and presentation currency:

These condensed consolidated interim financial statements are presented in U.S. dollars, which is the Corporation’s functional currency.

(d)    Use of estimates:

The preparation of the condensed consolidated interim financial statements in conformity with IFRS requires the Corporation’s management to make estimates and assumptions that affect the application of accounting policies and the reported amounts of assets, liabilities, income and expenses. Actual results may differ from these estimates.

Estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognized in the period in which the estimates are revised and in any future periods affected.

(d)    Use of estimates (cont'd):

Significant areas having estimation uncertainty include revenue recognition, asset impairment (including property, plant, and equipment, intangible assets, and goodwill) and any related recoveries of previously recognized impairment, warranty provision, inventory and onerous contracts provisions, and fair value measurement (including long-term financial investments). These estimates and judgments are unchanged in these condensed consolidated interim financial statements and are the same as those applied in the Corporation’s consolidated financial statements as at and for the year ended December 31, 2024.

(e)    Future operations:

The Corporation is required to assess its ability to continue as a going concern or whether substantial doubt exists as to the Corporation’s ability to continue as a going concern into the foreseeable future. The Corporation’s ability to continue as a going concern and realize its assets and discharge its liabilities and commitments in the normal course of business is dependent upon the Corporation having adequate liquidity and achieving profitable operations that are sustainable. The Corporation's liquidity objective to remain a going concern into the foreseeable future is to maintain cash balances sufficient to fund at least six quarters of forecasted cash used by operating activities and contractual commitments.

The Corporation’s strategy to attain this liquidity objective is to continue its drive to attain profitable operations that are sustainable by executing a business plan that continues to focus on revenue growth, improving overall gross margins, maintaining discipline over operating expenses, managing working capital and capital expenditure requirements, and securing additional financing to fund its operations as needed until the Corporation does achieve profitable operations that are sustainable. Failure to implement this plan could have a material adverse effect on the Corporation’s financial condition and or results of operations.

The accounting policies in these condensed consolidated interim financial statements are the same as those applied in the Corporation’s consolidated financial statements as at and for the year ended December 31, 2024.

Effective January 1, 2025, the Corporation adopted a number of new standards and interpretations, but they did not have a material impact on the Corporation's condensed consolidated interim financial statements.

The following is an overview of accounting standard changes that the Corporation will be required to adopt in future years. The Corporation expects to adopt these standards as at their effective dates and will continue to evaluate the impact of these standards on the consolidated financial statements.

•introducing a newly defined ‘operating profit’ subtotal and a requirement for all income and expenses to be allocated between three new distinct categories based on a company’s main business activities (i.e. operating, investing and financing);

•requiring disclosure about management performance measures (MPMs); and

•adding new principles for aggregation and disaggregation of information.

Critical judgments in applying accounting policies:

Critical judgments that management has made in the process of applying the Corporation’s accounting policies and that have the most significant effect on the amounts recognized in the condensed consolidated interim financial statements are limited to management’s assessment of the Corporation’s ability to continue as a going concern (note 2(e)).

Key sources of estimation uncertainty:

Key assumptions concerning the future and other key sources of estimation uncertainty that have significant risk of resulting in a material adjustment to the reported amount of assets, liabilities, income and expenses within the next fiscal year include the following: revenue recognition, asset impairment (including property, plant, and equipment, and intangible assets) and any related recoveries of previously recognized impairment, warranty provision, inventory and onerous contracts provisions, fair value measurement (including long-term financial investments) and residual fair value of property, plant, and equipment. These assumptions are unchanged in these condensed consolidated interim financial statements and are the same as those applied in the Corporation’s consolidated financial statements as at and for the year ended December 31, 2024.

Contract assets primarily relate to the Corporation's rights to consideration for work completed but not billed as at September 30, 2025 for engineering services and technology transfer services.

Information about the Corporation's exposure to credit and market risks, and impairment losses for trade receivables and contract assets is included in note 27.

During the three and nine months ended September 30, 2025, the write-down of inventories to net realizable value including onerous contract adjustments amounted to ($2,749,000) and ($4,280,000) (2024 – ($3,303,000) and ($6,754,000)) and the reversal of previously recorded write-downs and onerous contract adjustments amounted to $4,433,000 and $8,470,000 (2024 – $1,105,000 and $2,383,000), resulting in a net (charge) recovery to cost of product and service revenues of $1,684,000 and $4,190,000 (2024 – ($2,198,000) and ($4,371,000)). Write-downs and reversals are included in either cost of product and service revenues or research and product development expense, depending upon the nature of inventory.

During the three and nine months ended September 30, 2025, the Corporation recognized impairment charges on property, plant, and equipment of $nil and $3,162,000 (2024 - $106,762,000 and $106,762,000) related to a net fair value impairment allowance against consolidated capital assets (note 22).

During the nine months ended September 30, 2025, the Corporation disposed of certain miscellaneous equipment in Denmark for net proceeds of $80,000, resulting in a gain on sale of assets of $73,000.

The Corporation leases certain assets under lease agreements, comprised primarily of leases of land and buildings, office equipment, and vehicles (note 15).

Depreciation expense on property, plant, and equipment is allocated to operating expense or cost of goods sold depending upon the nature of the underlying assets. For the three and nine months ended September 30, 2025, depreciation expense of $818,000 and $2,438,000 (2024 - $3,411,000 and $10,240,000) was recorded.

Additions accrued for property, plant, and equipment assets for the nine months ended September 30, 2025 total $5,376,000 (2024 - $20,741,000), whereas actual cash expended for additions for the nine months ended September 30, 2025 total $6,063,000 ((2024 - $20,273,000).

						September 30,			December 31,
						2025			2024
ERP management reporting software system						$	1,548		$	1,757

						Accumulated			Net carrying
Balance			Cost			amortization			amount
At January 1, 2024			$	59,582		$	58,176		$	1,406
Additions to intangible assets			1,768			—			1,768
Amortization expense			—			759			(759)
Impairment on intangible assets			—			658			(658)
Impaired asset retirement adjustment			(6,269)			(6,269)			—
At December 31, 2024			55,081			53,324			1,757
Additions to intangible assets			337			—			337
Amortization expense			—			546			(546)
At September 30, 2025			$	55,418		$	53,870		$	1,548

Additions to intangible assets for the nine months ended September 30, 2025 of $337,000 (2024 - $1,415,000) consist primarily of costs to expand and enhance the capabilities of the ERP management reporting software system.

Amortization expense on intangible assets is allocated to research and product development expense or general and administration expense depending upon the nature of the underlying assets. For the three and nine months ended September 30, 2025, amortization expense of $217,000 and $546,000 (2024 - $124,000 and $634,000) was recorded.

For the three and nine months ended September 30, 2025, the Corporation recorded $1,895,000 and $3,157,000 (2024 - $1,111,000 and $2,413,000) in equity loss of investment in joint venture and associate, comprising of equity loss in Weichai Ballard Hy-Energy Technologies Co., Ltd. ("Weichai Ballard JV").

Weichai Ballard JV is an associate in which the Corporation has significant influence and a 49% ownership interest.

The following tables summarize the financial information of Weichai Ballard JV as included in its own financial statements as of September 30, 2025, adjusted for foreign exchange differences, the application of the Corporation's accounting policies and the Corporation's incorporation costs.

In addition to the above equity-accounted investments, the Corporation has also acquired ownership interest in various other investments, which are recognized at fair value (note 27).

During the three and nine months ended September 30, 2025, changes in fair value and foreign exchange adjustments for long-term investments totalling ($915,000) and $6,855,000 (2024 - ($2,748,000) and ($7,371,000)) were recognized as unrealized gain (loss) in net loss and included in finance income and other (notes 20 and 27).

In October 2021, the Corporation acquired a non-controlling 9.8% equity interest in Forsee Power SA ("Forsee Power"), a French company specializing in the design, development, manufacture, commercialization, and financing of smart battery systems for sustainable electric transport.

During the three and nine months ended September 30, 2025, changes in fair value and foreign exchange adjustments totalling ($761,000) and ($654,000) (2024 - $33,000 and ($9,903,000)) were recognized as an unrealized gain (loss) in net loss and included in finance income and other (notes 20 and 27), resulting in net fair value investment in Forsee Power of $1,616,000 as of September 30, 2025 (September 30, 2024 - $5,066,000), now representing a non-controlling 7.3% equity interest.

In June 2022, the Corporation invested $10,000,000 and acquired a non-controlling 7.2% interest in Wisdom Group Holdings Ltd. ("Wisdom Motor"), a privately held Cayman Islands holding company with operating subsidiaries whose business includes the design and manufacture of vehicles, including zero emission fuel cell electric buses, trucks, and battery-electric vehicles. Subsequently, the Corporation assigned its option held to purchase additional Series A Preferred Shares in Wisdom for consideration of $1,000,000, resulting in recovery of contributions of $1,000,000. The exercise of this option by the acquiring counterparties, diluted the Corporation's ownership interest from 7.2% to 6.7% as of September 30, 2025.

During the three and nine months ended September 30, 2025, changes in fair value and foreign exchange adjustments totalling $nil and $nil (2024 - $nil and $nil) were recognized as an unrealized gain (loss) in net loss and included in finance income and other (notes 20 and 27), resulting in net fair value investment in Wisdom Motor of $1,900,000 as of September 30, 2025 (September 30, 2024 - $4,100,000).

In September 2022, the Corporation invested €5,000,000 ($5,183,000) and acquired a non-controlling 1.9% equity interest in Quantron AG, a global electric vehicle integrator and an emerging specialty OEM to accelerate fuel cell truck adoption. Subsequently in April 2023, the Corporation made a committed additional contribution of €3,000,000 ($3,304,000) to exercise its option to purchase an additional 793 shares, resulting in a non-controlling ownership interest of 3.0% in Quantron AG. In May 2024, the Corporation made a nominal additional contribution of $1,000 to purchase additional shares in order to maintain its non-controlling 3.0% equity interest. During 2024, Quantron AG commenced insolvency proceedings and the Corporation's investment was fully impaired. During 2025, the insolvency proceedings completed and Quantron AG was liquidated.

During the three and nine months ended September 30, 2025, changes in fair value and foreign exchange adjustments totalling $nil and $nil (2024 - ($4,263,000) and ($4,401,000)) were recognized as an unrealized loss in net loss and included in finance income and other (notes 20 and 27), resulting in net fair value investment in Quantron AG of $nil as of September 30, 2025 (September 30, 2024 - $nil).

In August 2021, the Corporation invested in HyCap Fund I SCSp (“HyCap”), a special limited partnership registered in Luxembourg. During the three and nine months ended September 30, 2025, the Corporation made additional contributions of £nil and £3,615,000 ($nil and $4,890,000) (2024 - £2,030,000 and £3,134,000 ($2,611,000 and $4,007,000)) for total contributions of £19,370,000 ($25,203,000).

During the three and nine months ended September 30, 2025, changes in fair value and foreign exchange adjustments totalling ($417,000) and $5,073,000 (2024 - $1,084,000 and $6,848,000) were recognized as an unrealized gain (loss) in net loss and included in finance income and other (notes 20 and 27), resulting in net fair value investment in HyCap of $33,950,000 as of September 30, 2025 (September 30, 2024 - $23,656,000).

In December 2021, the Corporation invested in Clean H2 Infrastructure Fund I ("Clean H2"), a special limited partnership registered in France. During the three and nine months ended September 30, 2025, the Corporation made additional contributions of €nil and €nil (2024 - €nil and €3,804,000 ($nil and $4,110,000)) for total contributions of €9,663,000 ($10,475,000).

During the three and nine months ended September 30, 2025, changes in fair value and foreign exchange adjustments totalling $263,000 and $2,436,000 (2024 - $398,000 and $85,000) were recognized as an unrealized gain in net loss and included in finance income and other (notes 20 and 27), resulting in net fair value investment in Clean H2 of $11,479,000 as of September 30, 2025 (September 30, 2024 - $8,270,000).

In February 2024, the Corporation invested in Templewater Decarbonization I, L.P ("Templewater"), a special limited partnership registered in Cayman Islands. During the year ended December 31, 2024, the Corporation made initial contributions of $527,000, on a total commitment of $1,000,000, remainder yet to be paid. During the three and nine months ended September 30, 2025, the Corporation made net additional contributions of $29,000 and $2,000 (2024 - $nil and $496,000) for total contributions of $529,000.

During the three and nine months ended September 30, 2025, changes in fair value and foreign exchange adjustments totalling $nil and $nil (2024 - $nil and $nil) were recognized as an unrealized gain (loss) in net loss and included in finance income and other (notes 20 and 27), resulting in net fair value investment in Templewater of $317,000 as of September 30, 2025 (September 30, 2024 - $496,000).

The Corporation has the following bank facilities available to it.

The Corporation has a Letter of Guarantee Facility (“LG Facility”), enabling the bank to issue letters of guarantees, standby letters of credit, performance bonds, or similar credits on the Corporation's behalf from time to time up to a maximum of $2,000,000. As at September 30, 2025, €979,000 ($1,149,000) (2024 - €979,000 ($1,096,000)) was outstanding on the LG Facility.

The LG Facility also enables the Corporation to enter into foreign exchange contracts (at face value amounts in excess of the LG Facility). As at September 30, 2025, the Corporation had outstanding foreign exchange currency contracts to purchase a total of CDN $nil (2024 – CDN $33,000,000) resulting in an unrealized gain of CDN $nil (2024 – CDN $166,000) at September 30, 2025. The unrealized gain on forward foreign exchange contracts is presented in prepaid expenses and other current assets on the statement of financial position and the unrealized loss on forward foreign exchange contracts is presented in trade and other payables.

The Corporation also has a Loan Agreement enabling the bank to issue commercial credit cards, standby letters of credit, or similar credits on the Corporation's behalf from time to time up to a maximum of approximately CDN $13,000,000. As at September 30, 2025, no amounts were outstanding under the Loan Agreement.

Deferred revenue (i.e. contract liabilities) represents cash received from customers in excess of revenue recognized on uncompleted contracts.

During 2024, the Corporation accrued restructuring expenses in provisions and other current liabilities, related primarily to a global corporate restructuring initiated in September 2024 consisting of cost reduction measures including a reduction in workforce, a rationalization of product development programs, operational consolidation, and a reduction in capital expenditures. This provision is adjusted as actual costs are incurred and expended each quarter.

During 2025, the Corporation accrued additional restructuring expenses in provisions and other current liabilities, consisting primarily of amounts incurred related to a July 2025 corporate restructuring including costs related to the Chief Executive Officer ("CEO") transition and other personnel severance costs, certain contract exit and modification costs, and related consulting and advisory services. This provision will be adjusted as actual costs are incurred and expended each quarter.

As at September 30, 2025, restructuring costs totalling $11,965,000 (December 31, 2024 - $8,053,000) remain accrued.

The Corporation recorded warranty provisions of $3,037,000 (2024 - $4,057,000) related to new product sales offset by warranty expenditures of $3,555,000 (2024 - $3,562,000) due primarily to costs incurred to satisfy warranty obligations. The warranty provision and cost of revenues for the nine months ended September 30, 2025 were adjusted downwards (upwards) by ($750,000) (2024 - $1,968,000) based upon quarterly reviews and changes in estimated costs to repair. As of September 30, 2025, total warranty provision of $13,127,000 (December 31, 2024 - $12,894,000) has been accrued in provisions and other current liabilities.

Upon completion of a review of the Corporation's "open" contracts as at September 30, 2025, total onerous contract costs of $2,628,000 (December 31, 2024 - $9,460,000) have been accrued in provisions and other current liabilities.

The Corporation will continue to review open contracts on a quarterly basis to determine if any ongoing or new contracts become onerous, and if any of the underlying conditions or assumptions change which would require an adjustment to the accrued provision.

During the nine months ended September 30, 2024, the Corporation made cash payments totalling $100,000 for successful achievement of certain performance milestones, related to the post-acquisition restructuring of operations at Ballard Motive solutions in the UK in 2022 (note 24).

The Corporation leases certain assets under lease agreements. The lease liability consists primarily of leases of land and buildings, office equipment and vehicles. The leases have interest rates ranging from 4.95% to 9.42% per annum and expire between January 2026 and February 2035.

During the nine months ended September 30, 2025, the Corporation made principal payments on lease liabilities totalling $2,226,000 (2024 - $2,664,000). The Corporation is committed to future minimum lease payments (comprising principal and interest) as follows:

Deferred gains on closing of finance lease agreements are amortized over the lease term. As at September 30, 2025, the outstanding deferred gain was $nil (December 31, 2024 – $69,000).

A provision for decommissioning liabilities for the Corporation’s head office building is related to estimated site restoration obligations at the end of the lease term. As at September 30, 2025, total decommissioning liabilities amounted to $2,682,000 (December 31, 2024 - $2,580,000), resulting from accretion (dilution) of $102,000 (2024 - ($2,000)).

			Three months ended September 30,						Nine months ended September 30,
Share-based compensation			2025			2024			2025			2024
Option expense			$	9		$	159		$	138		$	816
DSU expense			72			135			251			384
RSU expense (recovery)			(493)			726			5,854			5,188
Total share-based compensation (per statement of loss)			$	(412)		$	1,020		$	6,243		$	6,388
RSUs accrued but not yet granted			(41)			—			(123)			—
Total share-based compensation (per statement of equity)			$	(453)		$	1,020		$	6,120		$	6,388

(a)    Share capital:

As at September 30, 2025, 300,581,918 common shares were issued and outstanding.

(b)    Share options:    

During the three and nine months ended September 30, 2025, compensation expense of $9,000 and $138,000 (2024 – $159,000 and $816,000) was recorded in net loss, based on the grant date fair value of the options recognized over the vesting period.

During the three and nine months ended September 30, 2025, nil and nil (2024 – nil and 154,509) options were exercised for an equal amount of common shares for proceeds of $nil and $nil (2024 – $nil and $308,000).

As at September 30, 2025, options to purchase 3,068,984 common shares were outstanding (September 30, 2024 - 4,050,620).

(c)    Deferred share units:

Deferred share units (“DSUs”) are granted to the board of directors and executives. Eligible directors must elect to receive at least half of their annual retainers and executives may elect to receive all or part of their annual bonuses in DSUs. Each DSU is redeemable for one common share, net of statutory tax withholdings, after the director or executive ceases to provide services to the Corporation.

During the three and nine months ended September 30, 2025, $72,000 and $251,000 (2024 - $135,000 and $384,000) of compensation expense was recorded in net loss relating to 26,524 and 162,479 (2024 - 72,102 and 172,941) DSUs granted during the period.

During the three and nine months ended September 30, 2025, 148,046 DSUs (2024 - nil) were exercised, net of applicable taxes, which resulted in the issuance of 68,840 common shares (2024 - nil) resulting in an impact on equity of ($149,000) (2024 - $nil).

As at September 30, 2025, 1,004,101 deferred share units were outstanding (September 30, 2024 - 913,310).

(d)    Restricted share units:

Restricted share units (“RSUs”) are granted to certain employees and executives. Eligible directors may elect to receive a portion of their annual retainer as RSUs. Each RSU is convertible into one common share, net of statutory tax withholdings. The RSUs vest after a specified number of years from date of issuance and, under certain circumstances, are contingent on achieving specified performance criteria and/or market criteria. A performance factor adjustment is made if there is an over-achievement (or under-achievement) of specified performance criteria, resulting in additional (or fewer) RSUs being converted.

During the three and nine months ended September 30, 2025, compensation (recovery) expense of ($493,000) and $5,854,000 (2024 – $726,000 and $5,188,000) was recorded in net loss.

During the three and nine months ended September 30, 2025, 1,389,894 and 2,230,799 RSUs (2024 - 18,356 and 614,777) were exercised, net of applicable taxes, which resulted in the issuance of 645,002 and 1,074,962 common shares (2024 - 12,487 and 330,651) resulting in an impact on equity of ($1,268,000) and ($1,798,000) (2024 - ($10,000) and ($835,000)).

As at September 30, 2025, 5,864,115 restricted share units were outstanding (September 30, 2024 - 5,044,849).

The Corporation's operations and main revenue streams are the same as those described in the Corporation's consolidated financial statements as at and for the year ended December 31, 2024. Revenues from the delivery of services, including technology solutions, after sales service and training, are included in each of the respective markets. The Corporation's revenue is derived from contracts with customers.

In the following table, revenue is disaggregated by geographical market (based on location of customer), by market application, and by timing of revenue recognition.

During the three and nine months ended September 30, 2025, the Corporation recorded a net impairment loss of $341,000 and $831,000 (2024 - $7,863,000 and $9,554,000) consisting primarily of receivables from certain customers in Europe and China no longer deemed collectible, net of recoveries. In the event that the Corporation recovers any amounts previously recorded as impairment losses, the recovered amount will be recognized as a reversal of the impairment loss in the period of recovery.

During the three and nine months ended September 30, 2025, the Corporation recognized an impairment recovery of $300,000 (2024 - $nil) on its impairment loss allowance, based on a probability-weighted estimate of credit losses. Information about the Corporation's exposure to credit and market risks, and impairment losses for trade receivables and contract assets is included in note 27.

During the three and nine months ended September 30, 2025, total restructuring and related charges of $17,618,000 and $23,697,000 consist of amounts incurred related to a global corporate restructuring initiated in July 2025 including costs related to the CEO transition and other personnel severance costs, certain contract exit and modification costs, and related consulting and advisory services. Additional restructuring charges are expected in the fourth quarter of 2025 as the Corporation completes strategic realignment activities.

During the three and nine months ended September 30, 2024, total restructuring and related charges of $16,147,000 and $16,338,000 relate to a global corporate restructuring initiated in September 2024 consisting primarily of cost reduction measures including a reduction in workforce, a rationalization of products and product development activities, and a reduction or cancellation of certain capital projects. Restructuring and related charges include personnel change costs, inventory impairment charges related to product rationalization, contract exit and modification costs, grant adjustment charges, and legal and advisory costs, net of expected recoveries.

Related parties include shareholders with a significant ownership interest in the Corporation, including its subsidiaries and affiliates, and the Corporation’s equity accounted investee, Weichai Ballard JV (note 9).

For the three and nine months ended September 30, 2025, related party transactions and balances with the Corporation's 49% owned equity accounted investee, Weichai Ballard JV, were as follows:

The carrying amounts of the Corporation's non-financial assets, other than inventories, are reviewed at each reporting date to determine whether there is any indication of impairment. If any such indicator exists, then the asset's recoverable amount is estimated. For goodwill and intangible assets that have indefinite useful lives, the recoverable amount is estimated annually, or whenever events or circumstances indicate that the carrying amount may not be recoverable.

The Corporation recognized impairment charges on property, plant and equipment of $106,762,000 in the three and nine months ended September 30, 2024, consisting of an impairment allowance against consolidated property, plant and equipment of $105,000,000 to impair these operating assets to estimated residual value and a write-down of certain specific assets of $1,762,000 located primarily in Denmark and China that are to be discontinued pursuant to the September 2024 global corporate restructuring initiative.

The carrying amounts of the Corporation's non-financial assets, other than inventories, are reviewed at each reporting date to determine whether there is any indication of impairment. If any such indicator exists, then the asset's recoverable amount is estimated. For goodwill and intangible assets that have indefinite useful lives, the recoverable amount is estimated annually, or whenever events or circumstances indicate that the carrying amount may not be recoverable. An impairment loss in respect of goodwill is not reversed.

During the three and nine months ended September 30, 2024, the Corporation recognized goodwill impairment charges of $40,277,000 to write-down remaining corporate goodwill to $nil as a result of the decline in the Corporation's market capitalization at that time.

During the year ended December 31, 2023, the Corporation completed a restructuring of operations at Ballard Motive Solutions in the UK and effectively closed the operation. As such, the historic operating results of the Ballard Motive Solutions business for 2024 have been removed from continuing operating results and are instead presented separately in the consolidated statements of loss and comprehensive loss as loss from discontinued operations. The Corporation has formally dissolved Ballard Motive Solutions.

Net loss from discontinued operations for the three and nine months ended September 30, 2025 and 2024 were as follows:

Net cash flows from discontinued operations for the three and nine months ended September 30, 2025 and 2024 were as follows:

The Corporation operates in a single operating segment, Fuel Cell Products and Services, which consists of the design, development, manufacture, sale and service of PEM fuel cell products for a variety of applications, focusing on power products for bus, truck, rail, marine, stationary and emerging market (material handling, off-road and other) applications. The delivery of services, including technology solutions, after sales service and training, are included in each of the respective markets.

(a)    Fair value:

The Corporation’s financial instruments consist of cash and cash equivalents, short-term investments, trade and other receivables, long-term financial investments, and trade and other payables. The fair values of cash and cash equivalents, short-term investments, trade and other receivables, and trade and other payables approximate their carrying values because of the short-term nature of these instruments.

(a)    Fair value (cont'd):

Long-term financial investments (note 10) comprise investment in hydrogen infrastructure and growth equity funds: HyCap Fund, Clean H2 Fund, investment in a decarbonization and climate technology fund: Templewater, and an investment in Forsee Power, Wisdom Motor and Quantron AG. Changes in fair value and foreign exchange adjustments are recognized as gains or losses in net loss and included in finance income and other (note 20). During the three and nine months ended September 30, 2025, the Corporation recognized net mark to market and foreign exchange gains (losses) of ($915,000) and $6,855,000 (2024 - ($2,748,000) and ($7,371,000)).

(b)    Credit risk:

IFRS 9 Financial Instruments requires impairment losses to be recognized based on “expected losses” that will occur in the future, incorporating forward looking information relating to defaults and applies a single ECL impairment model that applies to all financial assets within scope. ECLs are a probability-weighted estimate of credit losses. Credit losses are measured as the present value of all cash shortfalls (i.e. the difference between the cash flows due to the Corporation in accordance with the contract and the cash flows that the Corporation expects to receive). Under IFRS 9, at each reporting date the Corporation is required to assess whether financial assets carried at amortized cost are credit-impaired.

As a result of this review for the three and nine months ended September 30, 2025, the Corporation recognized an impairment recovery of $300,000 on its estimated ECL impairment losses, excluding specific impairment losses (note 19).

The movement in the allowance for impairment in respect of trade receivables and contract assets during the year was as follows.

This document contains forward-looking statements about expected events and the financial and operating performance of Ballard Power Systems Inc. (“Ballard”, “the Company”, “we”, “us” or “our”). Forward-looking statements include any statements that do not refer to historical facts. Forward-looking statements are based on the beliefs of management and reflect our current expectations as contemplated under the safe harbor provisions of Section 21E of the United States Securities Exchange Act of 1934, as amended. Words such as "estimate", "project", "believe", "anticipate", "intend", "expect", "plan", "predict", "may", "should", "will", the negatives of these words or other variations thereof and comparable terminology are intended to identify forward-looking statements. Such statements include, but are not limited to, statements with respect to our objectives, goals, liquidity, sources and uses of capital, outlook, strategy, order backlog, order book of expected deliveries, sales pipeline and future product sales; future product roadmap, including expected product costs and selling prices, future product sales; future production capacities and volumes; the markets for our products; expenses and costs; contributions and cash requirements to and from joint venture operations; research, technology and product development activities, including future product performance, attributes, and launches and product cost reduction plans; as well as statements with respect to our beliefs, plans, objectives, expectations, anticipations, estimates and intentions, including regarding our ability to implement, execute, complete or realize benefits of our restructuring initiatives on the timelines we expect, including our expectations with response to our expected restructuring changes, cost savings and the reduction of our planned capital expenditure. These statements are not guarantees of future performance and involve assumptions, risks and uncertainties that are difficult to predict. In particular, these forward-looking statements are based on certain factors and assumptions relating to our expectations with respect to hydrogen and fuel cell market development; certain factors and assumptions relating to our existing customer and partner relationships; the generation of new sales; producing, delivering, and selling the expected product and service volumes at the expected prices and costs; and controlling our costs. They are also based on a variety of general factors and assumptions including, but not limited to, our expectations regarding technology and product development efforts; manufacturing capacity and cost; product and service pricing; market demand; and the availability and prices of raw materials, labour, and supplies. These assumptions have been derived from information available to the Company including information obtained by the Company from third parties. These assumptions may prove to be incorrect in whole or in part. In addition, actual results may differ materially from those expressed, implied, or forecasted in such forward-looking statements. Factors that could cause our actual results or outcomes to differ materially from the results expressed, implied or forecasted in such forward-looking statements include, but are not limited to: challenges or delays in our technology and product development activities; changes in the availability or price of raw materials, labour, supplies and shipping; our ability to attract and retain business partners, suppliers, employees and customers; our ability to extract value from joint venture operations; global economic trends and geopolitical risks, including changes in economic growth, rates of investment, inflation, interest rates or currency fluctuations in our key markets, including magnitude of the rate of change of the Canadian dollar versus the U.S. dollar; geopolitical risk or an escalation of trade tensions such as those between the U.S. and China and the U.S. and Canada; the rate of commercial adoption of our markets, products or related ecosystem, including the availability and cost of hydrogen; investment in hydrogen fueling infrastructure and competitive pricing of hydrogen fuel; the relative strength of the value proposition that we offer our customers with our products or services; changes in competitive technologies, including internal combustion engine, battery and fuel cell technologies; changes in our customers’ requirements, the competitive environment and/or related market conditions; product safety, liability or warranty issues; warranty claims, product performance guarantees, or indemnification claims; changes in product or service pricing or cost; market developments or customer actions that may affect levels of demand and/or the financial performance of the major industries, regions and customers we serve, such as secular, cyclical and competitive pressures in the bus, truck, rail, marine and stationary sectors; cybersecurity threats; our ability to protect our intellectual property; climate risk; changing government or environmental regulations, including subsidies, credits, incentives or penalties associated with the adoption of clean energy products, including zero or low emission vehicles, hydrogen and fuel cells; our access to funding and our ability to provide the capital required for product development, operations and marketing efforts, working capital requirements, and joint venture capital contributions; changes in U.S. tax laws and tax status related to “passive foreign investment company” designation; potential merger and acquisition activities, including risks related to integration, loss of key personnel and disruptions to operations; changes in U.S. tax laws and tax status related to the Inflation Reduction Act; expected cost reductions and savings as a result of restructurings; and the general assumption that none of the risks identified in the Risks and Uncertainties section of this document or in our most recent Annual Information Form will materialize. Readers should not place undue reliance on Ballard's forward-looking statements. The forward-looking statements contained in this document speak only as of the date of this Management Discussion and Analysis (“MD&A”). Except as required by applicable legislation, Ballard does not undertake any obligation to release publicly any updates or revisions to these forward-looking statements to reflect events or circumstances after the date of this MD&A including the occurrence of unanticipated events.

November 12, 2025

This discussion and analysis of financial condition and results of operations of Ballard Power Systems Inc. (“Ballard”, “the Company”, “we”, “us” or “our”) is prepared as of November 12, 2025 and should be read in conjunction with our unaudited condensed consolidated interim financial statements and accompanying notes for the three and nine months ended September 30, 2025 and our audited consolidated financial statements and accompanying notes for the year ended December 31, 2024. The results reported herein are presented in U.S. dollars unless otherwise stated and have been prepared in accordance with International Financial Reporting Standards (“IFRS”) as issued by the International Accounting Standards Board. Additional information relating to the Company, including our Annual Information Form, is filed with Canadian (www.sedarplus.ca) and U.S. (www.sec.gov) securities regulatory authorities and is also available on our website at www.ballard.com.

Our disclosure controls and procedures are designed to provide reasonable assurance that relevant information is gathered and reported to senior management, including the Chief Executive Officer (“CEO”) and the Chief Financial Officer (“CFO”), on a timely basis so that appropriate decisions can be made regarding public disclosures. We have also designed internal controls over financial reporting to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with IFRS. During the nine months ended September 30, 2025, there were no changes in internal control over financial reporting that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting. Our design of disclosure controls and procedures and internal controls over financial reporting includes controls, policies and procedures covering our subsidiaries including Ballard Power Systems Europe A/S, Ballard Fuel Cell Systems Inc., and Guangzhou Ballard Power Systems Co., Ltd.

An investment in our common shares involves risk. Investors should carefully consider the risks and uncertainties described in our Annual Information Form. The risks and uncertainties described in our Annual Information Form are not the only ones that we face. Additional risks and uncertainties, including those that we do not know about now or that we currently deem immaterial, may also adversely affect our business. For a more complete discussion of the risks and uncertainties which apply to our business and our operating results, please see our Annual Information Form, our MD&A for the first quarter of 2025, and other filings with Canadian (www.sedarplus.ca) and U.S. (www.sec.gov) securities regulatory authorities. In addition to the risks and uncertainties identified in our Annual Information Form, which remain substantially unchanged in respect of the first three quarters of 2025, we updated a risk related to International Trade Policies that should be considered and is detailed in our MD&A for the first quarter of 2025.

At Ballard, our vision is to deliver fuel cell power for a sustainable planet. We are recognized as a world leader in proton exchange membrane (“PEM”) fuel cell power system development and commercialization.

Our principal business is the design, development, manufacture, sale and service of PEM fuel cell products for a variety of applications, focusing on power products for bus, truck, rail, marine, stationary and emerging market (material handling, off-road and other) applications, as well as the delivery of services, including technology solutions, after sales services and training.

A fuel cell is an environmentally clean electrochemical device that combines hydrogen fuel with oxygen (from the air) to produce electricity. The hydrogen fuel can be obtained from natural gas, kerosene, methanol, ammonia, or other hydrocarbon fuels, or from water through electrolysis. Ballard’s PEM fuel cell products are typically designed to feature high fuel efficiency, relatively low operating temperature, high durability, low noise and vibration, compact size, quick response to changes in electrical demand, and modular design. Embedded in each Ballard fuel cell product lies a stack of unit cells designed with our proprietary PEM fuel cell technology. This technology includes membrane electrode assemblies, catalysts, plates, and other key components, and draw on intellectual property from our patent portfolio, together with our extensive experience and know-how, in key areas of PEM fuel cell stack design, operation, production processes and systems integration.

We are based in Canada, with head office, research, technology and product development, engineering services, testing, manufacturing and after-sale service facilities in Burnaby, British Columbia. We also have sales and after-sale service facilities in Hobro, Denmark, a module assembly facility in Bend, Oregon, and a sales and logistics office in Guangzhou, Guangdong Province, China.

We have a non-controlling, 49% interest in Weichai Ballard Hy-Energy Technologies Co., Ltd. (“Weichai Ballard JV”), located in Weifang, Shandong Province, China. Weichai Ballard JV’s business is to manufacture certain fuel cell products utilizing Ballard’s liquid cooled fuel cell stack (“LCS”) and LCS-based power modules for bus, commercial truck, and forklift applications with certain exclusive rights in China.

We also have certain non-controlling and non-equity accounted investments including: (i) a 7.3% equity interest in Forsee Power SA (“Forsee Power”), a French public company specializing in the design, development, manufacture, commercialization, and financing of smart battery systems for sustainable electric transport; and (ii) a 6.7% equity interest in Wisdom Group Holdings Ltd. (“Wisdom”), a Cayman Island private holding company with operating subsidiaries whose business includes the design and manufacture of vehicles, including zero emission fuel cell electric buses, trucks, and battery-electric vehicles.

We have also invested in three hydrogen infrastructure, decarbonization and/or growth equity funds: (i) a 10.4% interest in HyCap Fund I SCSP (“HyCap”), a special limited partnership registered in Luxembourg; (ii) a 1.5% interest in Clean H2 Infra Fund (“Clean H2”), a special limited partnership registered in France; and (iii) a 1.88% interest in Templewater Decarbonization I, L.P. (“Templewater”), a limited partnership registered in Cayman Islands.

We strive to build value for our shareholders by developing, manufacturing, selling, and servicing zero-emission, industry-leading PEM fuel cell technology products and services to meet the needs of our customers in target markets. More specifically, our business plan is to leverage our core competencies of PEM fuel cell stack technology and engine development and manufacturing, our investments in advanced manufacturing and production capacity, and our product portfolio by marketing our products and services across select large and attractive addressable market applications and select geographic regions.

We typically select our target market applications based on use cases where the comparative user value propositions for PEM fuel cells powered by hydrogen are strongest – such as where operators value low emission vehicles that require high utilization, long driving range, heavy payload, fast refueling, and similar user experiences to legacy diesel vehicles – and where the barriers to entry for hydrogen refueling infrastructure are lowest – such as use cases where vehicles typically return to a depot for centralized refueling and don’t require a distributed refueling network. Our current target markets include certain medium- and heavy-duty mobility applications, such as bus, truck, rail, and marine, along with certain off-road mobility and stationary power applications.

We select our target geographic markets based on a variety of factors, including addressable market sizes of the target market applications in the geographic markets, historic deployments and expected market adoption rates for hydrogen and fuel cells, supportive government policies, existing and potential partner, customer, and end user relationships, and competitive dynamics. Our current key target markets are the geographic regions of Europe and North America.

While we recognize addressing multiple market applications and geographic markets in parallel increases our near-term cost structure and investments, we believe offering the same core PEM fuel cell technologies and substantially similar derivative PEM fuel cell products across multiple mobility and power market applications and across select geographic regions will significantly expand and strengthen our long-term business prospects. We believe this model approach will increase volume scaling in our operations, enable lower product and production costs for the benefit of all markets, improve our competitive positioning and market share, enable diversified revenue streams and profit pools, and enhance our returns on investments in our technology, product development, and manufacturing.

There has been a material change in the outlook and sentiment for the hydrogen and fuel cell industry over the past five years. Policies, market outlook and investor sentiment were favorable and supportive in 2020 and 2021, resulting in many companies planning investments in the hydrogen and fuel cell industry. However, over the past few years, there have been significant changes in the industry context resulting from a variety of factors, including: an uncertain macroeconomic outlook; a dynamic geopolitical environment; prolonged policy uncertainty in the U.S., Europe and China; uncertain election cycles in key countries; rising interest rates, inflation and material costs; and various funding challenges. These changes have adversely impacted and delayed hydrogen projects across key global markets.

We believe there is a multi-year push-out of the hydrogen and fuel cell industry, including hydrogen project development, the availability of low-cost hydrogen, the availability of hydrogen refueling infrastructure, and the commercial adoption of PEM fuel cell applications.

In addition, over the past few years, there has been a negative change in investor sentiment towards pre-profitability clean energy companies with long-duration investment horizons. In the hydrogen and fuel cell industry, many companies have been struggling with compressed valuations, liquidity issues, and restricted access to capital.

These factors have led to a rationalization across the hydrogen and fuel cell industry, starting in 2023. This rationalization has included numerous corporate restructurings, failures and insolvencies across the industry value chain. For example, in 2024, many hydrogen and fuel cell companies throughout the value chain took restructuring actions to reduce their corporate costs and cash burn rate.

At Ballard, we also implemented certain restructuring activities in 2023, 2024, and 2025 to moderate our investment intensity and pacing to better align with delayed market adoption.

•In 2023, we implemented a modest headcount reduction, rationalized our product portfolio, reduced the number of active product development programs, dropped new corporate development investments, and discontinued certain legacy products and non-core activities, including Ballard Motive Solutions in the U.K. We also suspended a proposed $130 million investment for the localization of a new MEA production facility in China.

•In 2024, we observed further indicators of slowing hydrogen and fuel cell policy implementation and market adoption. We also noted a material weakening of the financial position of certain customers, increasing the risk regarding the ability of certain customers to continue with their product development programs and commercialization plans, in turn placing more risk on our sales order book and sales pipeline, as well as on certain of our development programs, trade receivables, and inventory investments. We also observed a continued deterioration in the financing environment for certain customers and partners.

As this context represented a significant headwind to our corporate growth plan, we initiated a global corporate restructuring in September 2024 to moderate our investment intensity and pacing to better align with delayed market adoption. This 2024 restructuring included a sizeable workforce reduction, rationalization and consolidation of certain global operations and facilities, and a reduction in certain planned capital expenditures, with the objective of reducing total annualized operating costs by approximately 30% (compared to the first half of 2024).

Pursuant to this 2024 restructuring, we also reduced our corporate cost structure in China and initiated a strategic review of the Weichai Ballard JV due to continued policy and other challenges in the China fuel cell market, and underperformance of the Weichai Ballard JV to date. After conducting this strategic review in early 2025, we decided not to make any additional significant investments in China, including in the Weichai Ballard JV, for the foreseeable future.

•In July 2025, we initiated a strategic realignment led by the newly appointed CEO, including further corporate restructuring with a goal to achieve positive cash flow by the end of 2027. The 2025 restructuring included the CEO transition, additional workforce reduction, further rationalization and simplification of our product portfolio and related investments to focus on near term opportunities, and a reduction in certain planned capital expenditures, with the objective of reducing total annualized operating costs by another approximate 30% (compared to the first half of 2025), with a substantial part of the anticipated reduction in annualized costs expected to be realized in 2026.

Given continued uncertainties in hydrogen and fuel cell policies including recent funding reductions in the U.S., uncertainties relating to the adoption rate and timing for PEM fuel cells in heavy mobility applications, and Ballard’s ability to meet expected volume requirements in the near-term with our existing manufacturing capacity, the business case for production capacity expansion investments in the foreseeable future remains extremely challenging. Accordingly, we have decided to no longer pursue our previously planned Texas gigafactory expansion program.

As we look to our long-term strategic plan and cascading capital allocation, we continue to believe hydrogen and PEM fuel cells will play an important long-term role in decarbonizing select heavy mobility and stationary power applications. We continue to believe that there are certain use cases where customers will be attracted to the differentiated PEM fuel cell value proposition of long range, fast refueling, heavy payload, and zero tailpipe emissions.

However, given ongoing market uncertainties, we expect further industry rationalization, failures, restructurings and consolidation. We will continue to closely monitor various factors and circumstances that may impact the commercial adoption of our markets and products, including factors related to macroeconomic conditions and outlook, geopolitical context, climate change policies, hydrogen and fuel cell industry growth, capital markets, supply chain development, and customer conditions. We will continue to review our investment plans and cost structure based on these factors as we remain focused on our customers and our controllables, including development of next-generation, low-cost fuel cell products, while maintaining disciplined spending and balance sheet strength for long-term competitiveness and sustainability.

Consistent with the Company’s past practice, and in view of the early stage of hydrogen fuel cell market development and adoption, we are not providing specific revenue or net income (loss) guidance for 2025. We continue to expect revenue in 2025 to be back-half weighted. Our outlook for 2025 continues to include:

•Total Operating Expenses: 2025 outlook range of $100 million to $120 million – We continue to expect total Operating Expenses for fiscal 2025 to be between $100 million and $120 million. We now expect to be below the lower end of the guidance range when excluding restructuring charges but at the higher end of the guidance range including restructuring charges (including $92.1 million expensed in the first three quarters of 2025 including restructuring and related expenses of $23.7 million; compared to $161.3 million in fiscal 2024 including restructuring and related expenses of $17.0 million) as we continue to invest in our business, including investments in research, technology development, continuation engineering, product development, product cost reduction, advanced manufacturing, sales, marketing and customer experience.

•Capital Expenditures: 2025 revised outlook range of $8 million to $12 million – We now expect total Capital Expenditures (being additions to property, plant and equipment and investment in other intangible assets) for fiscal 2025 to be between $8 million and $12 million (including $6.4 million expended in the first three quarters of 2025; compared to $27.6 million in fiscal 2024), compared to our previous estimate of $15 million to $25 million, reflecting management decisions to reduce and defer certain planned capital expenditures as a result of the recent restructuring.

Our expectations for 2025 are in part supported by our 12-month Order Book of approximately $71.6 million which is derived from our Order Backlog of approximately $132.8 million as of September 30, 2025. Our Order Backlog represents the estimated aggregate value of orders at a given time for which customers have made contractual commitments. Our 12-month Order Book represents the aggregate expected value of that portion of the Order Backlog that the Company expects to deliver in the subsequent 12-month period.

Our expectations are based on our internal forecast which reflects an assessment of overall business conditions and takes into account actual sales, operating expenses, capital expenditures, and financial results in the first nine months of 2025; sales orders received for units and services expected to be delivered in the remainder of 2025; risk adjustments to our sales orderbook and sales pipeline; purchase and cost commitments currently in existence for fiscal 2025; an estimate with respect to the generation of new sales and the timing of deliveries in each of our markets for the balance of 2025; an estimate of purchase and cost commitments to be generated for the balance of 2025; and assumes an average U.S. dollar exchange rate in the low-mid $0.70’s in relation to the Canadian dollar for the remainder of 2025.

The primary risk factors to our business expectations for 2025 are restructuring and related expenses in excess of current expectations; expected cost reductions and savings as a result of the restructurings not materializing to the extent expected; customer, production, or program delays or cancellations in delivering against existing orders, and delays from forecast in terms of closing and delivering expected sales; adverse macro-economic and political conditions including trade, tariff, and other geopolitical risks; changes in government subsidy and incentive programs; inadequate investment in hydrogen infrastructure and / or excessive hydrogen fuel costs, all of which could negatively impact our customers’ access to capital and the success of their program plans which could adversely impact our business, including potential changes, delays or accelerations in our expected operating and capital equipment requirements; disruptions due to delays of supply of key materials and components from third party suppliers; disruptions as a result of our reliance on a limited number of product customers and certain of those customer’s internal development and commercialization plans and financial liquidity; disruptions as a result of our reliance on a limited number of technology service customers, including Weichai Ballard JV, which are reliant on their internal commercialization plans and budget requirements; disruptions as a result of delays in achieving technology solutions program milestones or receiving payment for such programs; and fluctuations in the Canadian dollar relative to the U.S. dollar, as a significant portion of our operating expense commitments and capital expenditure commitments are priced in Canadian dollars.

In addition to hydrogen and fuel cell commercialization and market adoption risks, certain customers, partners and suppliers are in their early stage of business development, and are subject to significant corporate, product development, and financial risks, including risks on their development programs, commercialization plans, financing plans and liquidity. If customers, partners or suppliers experience any failures or delays in their plans or experience any liquidity or solvency challenges, our business may be materially adversely impacted.

Our Order Backlog and our 12-month Order Book are currently comprised of a relatively limited number of contracts and a relatively limited number of customers. Given the relative immaturity of our industry and customer deployment programs, our Order Backlog and 12-month Order Book are potentially vulnerable to risk of cancellation, deferral or non-performance by our customers for a variety of reasons, including: risks related to continued customer commitment to a fuel cell program; risks related to customer liquidity; credit risks; risks related to changes, reductions or eliminations in government policies, tariffs, subsidies and incentives; risks related to macro-economic and political conditions including trade, public health, and other geopolitical risks; risks related to slower market adoption; risks related to vehicle integration challenges; risks related to the development of effective hydrogen refueling infrastructure; risks related to the ability of our products to meet evolving market requirements; and supplier-related risks. Certain of our customer supply agreements are also subject to certain conditions or risks, including achievement of certain product performance milestones, completion of product development programs, or customer cancellation provisions, and it is likely that some future supply agreements will also be subject to similar conditions and risks. There can be no assurance that we will achieve or satisfy such conditions or that customers will not cancel their orders. In addition, our supply agreements may include various pricing structures or reduced pricing tiers based on various factors, including volumes and the timing of deliveries. In setting these reduced pricing tiers, we may assume certain future product cost reductions which are subject to execution risk, including future commodity costs, supply chain costs, and production costs, and we may not be successful in achieving the planned cost reductions. In such circumstances, these agreements may become future onerous contracts if our gross margins become negative and the value of carried inventory to support product delivery under such contracts may also be adversely impacted.

Furthermore, potential fluctuations in our financial results make financial forecasting difficult. In addition, due to the early stage of development of the market for hydrogen fuel cell products, it is difficult to accurately predict future revenues, operating expenses, cash flows, or results of operations on a quarterly basis. The Company’s revenues, operating expenses, cash flows, and other operating results can vary significantly from quarter to quarter. As a result, quarter-to-quarter comparisons of revenues, operating expenses, cash flows, and other operating results may not be meaningful; instead, we believe our operating performance should be assessed over a number of quarters and years.

It is likely that in one or more future quarters, financial results will fall below the expectations of securities analysts and investors and the trading price of the Company's shares may be materially and adversely affected.

4.RECENT DEVELOPMENTS

Ballard launches FCmove®-SC fuel cell at Busworld: improved performance and lifecycle cost on the road to diesel parity (new fuel cell engineered to power city transit buses - lower cost, simplified vehicle integration, smarter fleet services, and enhanced safety)

On September 17, 2025, we announced the unveiling of our new-generation transit fuel cell module, the FCmove®-SC, at Busworld in Brussels in October 2025. Designed for city transit duty, the FCmove®-SC builds on Ballard’s market-leading FCmove family to deliver greater sustained power, simplified vehicle integration, improved in-service performance and lower lifecycle cost as part of Ballard’s roadmap toward diesel parity.

The FCmove®-SC offers several enhancements for bus manufacturers and operators including: (i) a 30% increase in system power (end-of-life) with improved durability, operating and freeze-start temperatures and higher power density; (ii) a 25% increase in volumetric power density through integrated DC/DC packaging; (iii) a 25% higher maximum radiator outlet temperature (60°C → 75°C), simplifying vehicle thermal management; and (iv) a 40% reduction in total part count.

•Lower lifecycle cost, better performance: the FCmove®-SC targets a peak power capability of at least 75 kW, optimized for consistent in-service output and higher thermal margins for improved efficiency. These attributes support smaller cooling requirements and provide more usable waste heat for cabin heating — all intended to reduce operating cost and enable competitive total cost of ownership versus legacy diesel systems. Efficient subsystems support an expected service life of approximately 25,000 operating hours under standard transit duty cycles.

•Simpler integration: by internalizing the DC/DC converter and power controller, the FCmove®-SC consolidates functionality into a smaller, more serviceable package. Fewer external interfaces and routable parts simplify powertrain integration and reduce diagnostics and preventive maintenance requirements.

•Intelligent services: Ballard is upgrading its fleet services to pair the FCmove®-SC with predictive maintenance and analytics. Onboard communications and Ballard’s FCServiceCloud Customer Insight portal enables preventive and predictive maintenance workflows, helping operators maximize uptime and lower lifecycle support costs.

•Enhanced safety: Enhanced safety is central to the FCmove®-SC architecture which introduces industry-leading safety features. The PEM stack enclosure incorporates a new internal geometry that inhibits hydrogen-related risks. This passive safety measure reduces dependence on conventional active safety features such as sensors and software controls.

•Proven field performance: The new FCmove®-SC draws on Ballard’s extensive on-road experience. In Europe, Ballard has deployed more than 850 vehicles across cities on the continent. Ballard’s FCmove®-HD module has been produced, scaled, and successfully operated over nearly a hundred million service kilometers. This market-leading operational base has informed FCmove®-SC’s new design, architecture, and component subsystems resulting in lower total cost of ownership for transit operators.

Ballard Announces Strategic Realignment to Strengthen Commercial Focus and Achieve Positive Cash Flow Under New Leadership

On July 31, 2025, we launched a strategic realignment led by newly appointed President and CEO, Marty Neese, to position the Company for disciplined growth, sharper market execution, and stronger financial performance in line with current commercial realities. This decisive shift reflects an important leadership agenda and marks a fundamental reset in how the Company operates, prioritizes innovation, and delivers value to customers, given the current market dynamics. Key elements of the plan include:

•Path to Positive Cash Flow: A core outcome of the realignment is a structured plan to achieve positive cash flow by year-end 2027, through enhanced cost discipline, market prioritization, pricing improvements, and optimized working capital.

•Operational Efficiency: Ballard expects to reduce annualized operating costs by approximately 30% in 2026 relative to the first half of 2025, through immediate workforce adjustments, tighter portfolio integration, and streamlined operations.

•Sharpened Market and Product Focus: Ballard plans to prioritize fuel cell products with the strongest commercial traction, discontinue non-core programs, and focus product development on efforts to reduce system costs, accelerate next-gen stack readiness, and drive higher-margin offerings.

•Margin Expansion Initiatives: Ballard is targeting enhanced gross margins through lower product costs, value-based pricing, and elevated customer service.

•Disciplined Capital and Cash Management: Ballard plans to continue limiting capital expenditures and rigorously manage cash, with a focus on inventory optimization and working capital control, to sustain financial strength. As of June 30, 2025, the Company held approximately $550 million in cash and cash equivalents.

Initial restructuring charges of $6.1 million related to this 2025 restructuring were recognized in the second quarter of 2025. Additional restructuring charges of $17.6 million were recognized in the third quarter of 2025 ($23.7 million recognized in the first three quarters of 2025) consisting primarily of personnel severance costs, contract exit and modification costs, grant adjustment charges, and legal and advisory costs, net of expected recoveries.

Additional restructuring charges are expected in the fourth quarter of 2025 as we complete the strategic realignment activities.

Ballard announces order for 6.4 MW to eCap Marine for Samskip vessels

On July 21, 2025, we announced the signing of a new purchase order for the supply of 6.4 MW of fuel cell engines to eCap Marine GmbH (“eCap Marine”), a long-standing expert in emission free power, for deployment on two vessels by Samskip, one of the largest multimodal European operators specializing in short sea, rail, road and barge services.

The 32 FCwave™-200 kW engines are expected to be integrated into green marine propulsion systems by eCap Marine and power two vessels in Samskip’s fleet to decarbonize routes between Norway and the Netherlands. The order continues the collaboration with eCap Marine which started in 2021. Delivery of the engines is planned for 2025 and 2026.

Weichai Power Co., Ltd. and Weichai Ballard Hy-Energy Technologies Co., Ltd.

On November 13, 2018, we announced the closing of a strategic collaboration transaction with Weichai. Ballard’s strategic collaboration with Weichai included:

•Equity Investment – an equity investment in Ballard made by Weichai representing a 19.9% interest in the Company at that time. Weichai currently holds an approximate 15.3% interest in Ballard.

Ballard entered into an investor rights agreement with Weichai under which: (a) so long as Weichai directly or indirectly holds at least 10% of Ballard’s outstanding shares, it has an anti-dilution right entitling it to maintain its percentage ownership in Ballard by subscribing for Common Shares from treasury at the same price as Ballard distributes Common Shares to other investors (to date, Weichai’s anti-dilution rights with respect to all previous offerings of the Company have expired unexercised); (b) for so long as Weichai directly or indirectly holds at least 15% of Ballard’s outstanding Common Shares, it has the right to nominate two directors to Ballard’s board of directors; and (c) if there is a third-party offer to buy Ballard, Weichai has the right to make a superior proposal or otherwise it must vote its Common Shares in accordance with the recommendation of Ballard’s board of directors.

•China Joint Venture and Technology Transfer Agreement – Weichai and Ballard established a joint venture company in Shandong Province in 2018 to support China’s Fuel Cell Electric Vehicle market, with Weichai holding a controlling ownership interest of 51% and Ballard holding a 49% ownership position. Weichai holds three of five Weichai Ballard JV board seats and Ballard holds two, with Ballard having certain shareholder protection provisions.

Weichai Ballard JV develops and manufactures fuel cell modules and components including Ballard’s LCS bi-polar plates, fuel cell stacks and FCgen®-LCS-based power modules for bus, commercial truck, and forklift applications with exclusive rights (subject to certain conditions) in China and is to pay Ballard a total of $90 million under a program to develop and transfer technology to Weichai Ballard JV in order to enable these manufacturing activities.

Revenue earned from the $90 million Weichai Ballard JV technology transfer agreement ($nil million in the third quarter and first three quarters of 2025; $nil million in fiscal 2024; $4.9 million in fiscal 2023; $6.0 million in fiscal 2022; $18.2 million in fiscal 2021; $21.2 million in fiscal 2020; $22.5 million in fiscal 2019; $1.2 million in fiscal 2018) is recorded primarily as technology solutions revenues in our Heavy-Duty Mobility Truck market. During 2018, we received an initial $9.0 million program prepayment from Weichai Ballard JV with additional amounts to be paid as program milestones are successfully completed. We retain an exclusive right to the developed technologies outside China, subject to certain restrictions on sublicensing outside China. The Weichai Ballard JV will also purchase MEAs for FCgen®-LCS fuel cell stacks exclusively from Ballard under a long-term supply agreement.

•Fuel Cell Sales – In 2019, we announced the receipt of a purchase order from Weichai Ballard JV for the delivery of MEAs valued at approximately $19 million under a long-term MEA supply agreement. Revenue earned from this agreement ($nil million in the third quarter of 2025; $0.2 million in the first three quarters of 2025; $nil million in the third quarter of 2024; $0.1 million in the first three quarters of 2024; $0.1 million in fiscal 2024; $2.1 million in fiscal 2023) is recorded as product revenue in our Heavy-Duty Mobility Truck market. As of September 30, 2025, an additional $4.8 million of revenue associated with shipments on this order to Weichai Ballard JV remain unrecognized until these products are ultimately sold by Weichai Ballard JV.

The Weichai Ballard JV operation, located in Weifang, Shandong Province, China, has commenced production activities of LCS bi-polar plates, LCS fuel cell stacks and LCS-based modules to power bus and truck FCEVs for the China market.

As a result of continued policy and other challenges in the China fuel cell market and underperformance of the Weichai Ballard JV to date, we initiated a strategic review of our China strategy in 2024 with consideration of all strategic options, including related to the Weichai Ballard JV. As a result of this review, we previously halted additional investment in China including in the Weichai Ballard JV.

We report our results in the single operating segment of Fuel Cell Products and Services. Our Fuel Cell Products and Services segment consists of the sale of PEM fuel cell products and services for a variety of applications, including Heavy-Duty Mobility (consisting of bus, truck, rail, and marine applications), Stationary Power, and Emerging and Other Markets (consisting of material handling, off-road, and other applications). Revenues from the delivery of Services, including technology solutions, after sales services and training, are included in each of the respective markets.

Fuel Cell Products and Services Revenues of $32.5 million for the third quarter of 2025 increased 120%, or $17.7 million, compared to the third quarter of 2024. The 120% increase was driven by higher revenues in all of our markets including Heavy-Duty Mobility, Emerging and Other market, and Stationary. Revenue increases in North America, Europe, and Rest of World were partially offset by lower revenues in China.

Heavy-Duty Mobility revenues of $23.4 million in the third quarter of 2025 increased $10.6 million, or 83%, over the third quarter of 2024 due to higher sales of rail, bus and marine fuel cell products, partially offset by lower sales in the truck sub-market. Heavy-Duty Mobility revenues on a quarter-to-quarter basis are impacted by product mix due to varying customer requirements and various fuel cell products, including numerous power configurations required by our customers (and the resulting impact on selling price) of our fuel cell modules, fuel cell stacks, MEAs, and related component and parts kits. Heavy-Duty Mobility revenues of $23.4 million in the third quarter of 2025 includes service revenues of $nil million earned on the Weichai Ballard JV technology transfer program; $nil million from Weichai Ballard JV for the supply of a mix of certain fuel cell products and components; and $23.4 million from a variety of customers in North America, Europe, and the rest of the world, primarily for shipments of FCmove™-HD, FCmove™-HD+, FCmove™-XD, and FCwave™fuel cell modules and related components for their respective bus, rail, marine and truck programs.

In comparison, Heavy-Duty Mobility revenues of $12.8 million in the third quarter of 2024 included service revenues of $nil million earned on the Weichai Ballard JV technology transfer program; $0.2 million from Weichai Ballard JV for the supply of a mix of certain fuel cell products and components; and $12.6 million from a variety of customers in Europe, North America, China, and the rest of the world, primarily for shipments of FCwave™, FCmove™-HD+, FCmove™-HD, FCmove™-XD, and FCveloCity®-HD7 fuel cell modules and related components for their respective bus, truck, rail and marine programs.

Stationary revenues of $3.8 million in the third quarter of 2025 increased $3.3 million, or 651%, over the third quarter of 2024 due to higher sales of stationary power generation fuel cell modules, stacks, products and services primarily in Europe. Stationary revenues also include technology solutions program revenues from a variety of customer programs for stationary applications.

Emerging and Other market revenues of $5.3 million in the third quarter of 2025 increased $3.8 million, or 269%, over the third quarter of 2024 due primarily to a one-time off-road sales transaction in the third quarter of 2025 combined with higher sales of fuel cell modules for material handling and miscellaneous applications.

Fuel Cell Products and Services gross margins were $5.0 million, or 15% of revenues, for the third quarter of 2025, compared to ($8.2) million, or (56%) of revenues, for the third quarter of 2024. The improvement in gross margin in the third quarter of 2025 as compared to the third quarter of 2024 is due primarily to a decline in onerous contract provisions and lower manufacturing overhead costs as a result of the global corporate restructurings initiated in July 2025 and September 2024 which included a reduction in workforce and certain operational consolidation, combined with a higher margin one-time off-road sales transaction in the third quarter of 2025. Overall negative gross margin pressure in the first half of 2025 and 2024 was driven primarily by the impacts of relatively low revenue scaling and manufacturing cost absorption and by a shift to lower overall product margin and service revenue mix including the impacts of pricing strategy, declines of higher margin engineering services revenues, and increases in product component supply costs.

Gross margin in the third quarter of 2025 was also positively impacted by net decreases in onerous contract provisions and net inventory impairment provision adjustments of $1.7 million. Gross margin in the third quarter of 2024 was negatively impacted by inventory impairment adjustments and net increases in onerous contract provisions of ($2.2) million; and nominally offset by positive net warranty adjustments.

Cash Operating Costs and its components of Research and Product Development (cash operating cost), General and Administrative (cash operating cost), and Sales and Marketing (cash operating cost) are non-GAAP measures. We use certain Non-GAAP measures to assist in assessing our financial performance. Non-GAAP measures do not have any standardized meaning prescribed by GAAP and are therefore unlikely to be comparable to similar measures presented by other companies. See the reconciliation of Cash Operating Costs to GAAP in the Supplemental Non-GAAP Measures and Reconciliations section and the reconciliation of Research and Product Development (cash operating cost), General and Administrative (cash operating cost), and Sales and Marketing (cash operating cost) to GAAP in the Operating Expense section.

Cash Operating Costs adjusts operating expenses for stock-based compensation expense, depreciation and amortization, impairment losses on trade receivables, restructuring charges, the impact of unrealized gains or losses on foreign exchange contracts, acquisition related costs, and financing charges.

Total Operating Expenses (excluding Other operating expenses) for the third quarter of 2025 were $17.2 million, a decrease of ($13.6) million, or (44%), compared to the third quarter of 2024. The (44%) decrease was driven by lower research and product development expenses of ($12.2) million, lower sales and marketing expenses of ($1.3) million, and lower general and administrative expenses of ($0.1) million.

Cash Operating Costs (see Supplemental Non-GAAP Measures and Reconciliations) for the third quarter of 2025 were $16.9 million, a decrease of ($11.1) million, or (40%), compared to the third quarter of 2024. The (40%) decrease was driven by lower research and product development cash operating costs of ($9.4) million, lower sales and marketing cash operating costs of ($0.9) million, and lower general and administrative cash operating costs of ($0.8) million.

The ($11.1) million, or (40%), decrease in cash operating costs in the third quarter of 2025 was driven primarily by the impacts of the global corporate restructurings initiated in July 2025 and September 2024 which included a reduction in workforce, a rationalization of product development programs, and operational consolidation. These cost savings were partially offset by the impact of inflationary wage pressures in 2025.

Program investment in 2025 includes expenditures related to our recently unveiled new-generation transit fuel cell module, FCmove SC®, continued development on our FCmove XD fuel cell module designed for heavy-duty vehicles, our FCgen®-HPS High-Power Density Fuel Cell Stack for light-medium-and heavy-duty vehicles, our FCwave™ Fuel Cell Module for high power applications, and on the ongoing improvement of all of our fuel cell products including our high performance fuel cell module, the FCmove™-HD and HD+, and our high performance liquid-cooled fuel cell stack, the FCgen®-LCS.

Adjusted EBITDA (see Supplemental Non-GAAP Measures and Reconciliations) for the third quarter of 2025 was ($31.2) million, compared to ($60.1) million for the third quarter of 2024. The decrease in Adjusted EBITDA loss of $29.0 million was driven primarily by the improvement in gross margin of $13.2 million, and by lower Cash Operating Costs of $11.1 million, and by lower impairment losses on trade receivables of $7.8 million. These improvements were partially offset by higher restructuring and related expenses of ($1.5) million and higher equity in loss of investment in joint venture and associates of ($0.8) million attributed to the operations of Weichai Ballard JV.

Restructuring and related charges in the third quarter of 2025 of $17.6 million (included in Adjusted EBITDA loss) consist of amounts incurred related to the July 2025 corporate restructuring including personnel change costs including the CEO transition and other workforce reductions, certain contract exit and modification costs, and related consulting and advisory services.

Restructuring and related charges in the third quarter of 2024 of $16.1 million (included in Adjusted EBITDA loss) consist of amounts incurred related to the global corporate restructuring initiated in September 2024 and consist primarily of cost reduction measures including a reduction in workforce, a rationalization of products and product development activities, and a reduction or cancellation of certain capital projects.

Net loss from continuing operations for the third quarter of 2025 was ($28.1) million, or ($0.09) per share, compared to a net loss from continuing operations of ($204.5) million, or ($0.68) per share, in the third quarter of 2024. The $176.5 million decrease in net loss in the third quarter of 2025 was driven primarily by lower impairment charges on goodwill of $40.3 million, lower impairment charges on property, plant and equipment of $106.8 million, the decrease in Adjusted EBITDA loss of $29.0 million, lower depreciation and amortization expense of $2.4 million, lower stock-based compensation expense of $1.4 million. These improvements were partially offset by lower finance and other income of ($3.1) million.

Goodwill impairment charges of ($40.3) million in the third quarter of 2024 consist of a write-down of the remaining corporate goodwill balance to $nil as a result of the decline in the Company’s market capitalization at that time. Property, plant and equipment impairment charges of ($106.8) million in the third quarter of 2024 consist of an impairment allowance against consolidated assets of ($105.0) million to impair these operating assets to their estimated residual value, and a write-down of certain specific assets of ($1.8) million located primarily in Denmark and China that are to be discontinued pursuant to the September 2024 global corporate restructuring initiative.

Fuel Cell Products and Services Revenues of $65.7 million for the first three quarters of 2025 increased $20.5 million, or 45%, compared to the first three quarters of 2024. The 45% increase was driven by higher Heavy-Duty Mobility and Emerging and Other market revenues, partially offset by lower Stationary market revenues. Revenue increases in North America, Rest of World, and Europe were partially offset by lower revenues in China.

Heavy-Duty Mobility revenues of $52.4 million in the first three quarters of 2025 increased $15.8 million, or 43%, over the first three quarters of 2024 due to higher sales of rail and bus fuel cell products, partially offset by lower sales in the truck and marine sub-markets. Heavy-Duty Mobility revenues on a quarter-to-quarter basis are impacted by product mix due to varying customer requirements and various fuel cell products, including numerous power configurations required by our customers (and the resulting impact on selling price) of our fuel cell modules, fuel cell stacks, MEAs, and related component and parts kits. Heavy-Duty Mobility revenues of $52.4 million in the first three quarters of 2025 includes service revenues of $nil million earned on the Weichai Ballard JV technology transfer program; $0.2 million from Weichai Ballard JV for the supply of a mix of certain fuel cell products and components; and $52.0 million from a variety of customers in Europe, North America, the rest of world, and China, primarily for shipments of FCmove™-HD, FCmove™-HD+, FCmove™-XD, and FCwave™fuel cell modules and related components for their respective bus, rail, truck, and marine programs.

In comparison, Heavy-Duty Mobility revenues of $36.6 million in the first three quarters of 2024 includes service revenues of $nil million earned on the Weichai Ballard JV technology transfer program; $2.4 million from Weichai Ballard JV for the supply of a mix of certain fuel cell products and components; and $34.2 million from a variety of customers in Europe, North America, China, and the rest of the world, primarily for shipments of FCwave™, FCmove™-HD+, FCmove™-HD, and FCmove™-XD fuel cell modules and related components for their respective bus, truck, rail and marine programs.

Stationary revenues of $5.0 million in the first three quarters of 2025 decreased ($0.9) million, or (15%), over the first three quarters of 2024 due to lower sales of stationary power generation fuel cell modules, stacks, products and services primarily in Europe and North America. Stationary revenues also include technology solutions program revenues from a variety of customer programs for stationary applications.

Emerging and Other market revenues of $8.4 million in the first three quarters of 2025 increased $5.5 million, or 197%, over the first three quarters of 2024 due primarily to a one-time off-road sales transaction in the third quarter of 2025 combined with higher sales of fuel cell modules for material handling and miscellaneous applications.

Fuel Cell Products and Services gross margins were ($0.1) million, or (0%) of revenues, for the first three quarters of 2025, compared to ($18.8) million, or (41%) of revenues, for the first three quarters of 2024. The improvement in gross margin loss in 2025 as compared to 2024 is due primarily to a decline in onerous contract provisions and lower manufacturing overhead costs as a result of the global corporate restructurings initiated in July 2025 and September 2024 which included a reduction in workforce and certain operational consolidation, combined with a higher margin one-time off-road sales transaction in the third quarter of 2025. The overall negative gross margin in 2025 and 2024 was driven primarily by the impacts of relatively low revenue scaling and manufacturing cost absorption and by a shift to lower overall product margin and service revenue mix including the impacts of pricing strategy, declines of higher margin engineering services revenues, and increases in product component supply costs.

Gross margin in the first three quarters of 2025 was also positively impacted by net decreases in onerous contract provisions and net inventory impairment provision adjustments of $4.2 million; and negatively impacted by net warranty adjustments of ($0.8) million. Gross margin in the first three quarters of 2024 was negatively impacted by inventory impairment adjustments and net increases in onerous contract provisions of ($4.4) million; and positively impacted by net warranty adjustments of $1.9 million.

Cash Operating Costs and its components of Research and Product Development (cash operating cost), General and Administrative (cash operating cost), and Sales and Marketing (cash operating cost) are non-GAAP measures. We use certain Non-GAAP measures to assist in assessing our financial performance. Non-GAAP measures do not have any standardized meaning prescribed by GAAP and are therefore unlikely to be comparable to similar measures presented by other companies. See the reconciliation of Cash Operating Costs to GAAP in the Supplemental Non-GAAP Measures and Reconciliations section and the reconciliation of Research and Product Development (cash operating cost), General and Administrative (cash operating cost), and Sales and Marketing (cash operating cost) to GAAP in the Operating Expense section.

Cash Operating Costs adjusts operating expenses for stock-based compensation expense, depreciation and amortization, impairment losses on trade receivables, restructuring charges, the impact of unrealized gains or losses on foreign exchange contracts, acquisition related costs, and financing charges.

Total Operating Expenses (excluding Other operating expenses) for the first three quarters of 2025 were $67.8 million, a decrease of ($34.4) million, or (34%), compared to the first three quarters of 2024. The (34%) decrease was driven by lower research and product development expenses of ($26.8) million, lower sales and marketing expenses of ($4.0) million, and lower general and administrative expenses of ($3.6) million.

Cash Operating Costs (see Supplemental Non-GAAP Measures and Reconciliations) for the first three quarters of 2025 were $62.8 million, a decrease of ($26.0) million, or (29%), compared to the first three quarters of 2024. The (29%) decrease was driven by lower research and product development cash operating costs of ($20.4) million, lower sales and marketing cash operating costs of ($3.4) million, and lower general and administrative cash operating costs of ($2.1) million.

The ($26.0) million, or (29%), decrease in cash operating costs in the first three quarters of 2025 was driven primarily by the impacts of the global corporate restructurings initiated in July 2025 and September 2024 which included a reduction in workforce, a rationalization of product development programs, and operational consolidation. These cost savings were partially offset by the impact of inflationary wage pressures in 2025.

Adjusted EBITDA (see Supplemental Non-GAAP Measures and Reconciliations) for the first three quarters of 2025 was ($89.3) million, compared to ($132.1) million for the first three quarters of 2024. The decrease in Adjusted EBITDA loss of $42.8 million was driven primarily by the improvement in gross margin loss of $18.6 million, lower Cash Operating Costs of $26.0 million, and by lower impairment losses on trade receivables of $9.0 million. These improvements were partially offset by higher restructuring and related expenses of ($7.4) million and higher equity in loss of investment in joint venture and associates of ($0.7) million attributed to the operations of Weichai Ballard JV.

Restructuring and related charges in 2025 of $23.7 million (included in Adjusted EBITDA loss) consist of amounts incurred related to the July 2025 corporate restructuring including personnel change costs including the CEO transition and other workforce reductions, certain contract exit and modification costs, and related consulting and advisory services.

Restructuring and related charges in 2024 of $16.3 million (included in Adjusted EBITDA loss) consist of amounts incurred related to the global corporate restructuring initiated in September 2024 and consist primarily of cost reduction measures including a reduction in workforce, a rationalization of products and product development activities, and a reduction or cancellation of certain capital projects.

Net loss from continuing operations for the first three quarters of 2025 was ($73.4) million, or ($0.24) per share, compared to a net loss from continuing operations of ($277.1) million, or ($0.93) per share, in the first three quarters of 2024. The $203.7 million decrease in net loss in the first three quarters of 2025 was driven primarily by lower impairment charges on goodwill of $40.3 million, lower impairment charges on property, plant and equipment of $103.6 million, the decrease in Adjusted EBITDA loss of $42.8 million, lower depreciation and amortization expense of $7.6 million, lower stock-based compensation expense of $2.6 million, and higher finance and other income of $5.5 million.

Goodwill impairment charges of ($40.3) million in 2024 consist of a write-down of the remaining corporate goodwill balance to $nil as a result of the decline in the Company’s market capitalization at that time. Property, plant and equipment impairment charges of ($106.8) million in 2024 consist of an impairment allowance against consolidated assets of ($105.0) million to impair these operating assets to their estimated residual value, and a write-down of certain specific assets of ($1.8) million located primarily in Denmark and China that are to be discontinued pursuant to the September 2024 global corporate restructuring initiative.

In addition, operating margins, and costs in the first three quarters of 2025 were impacted by the positive impact of a weaker Canadian dollar, relative to the U.S. dollar, as compared to the first three quarters of 2024. As a significant amount of our net operating costs (primarily labour) are denominated in Canadian dollars, gross margin, operating expenses, Adjusted EBITDA, and net loss are impacted by changes in the Canadian dollar relative to the U.S. dollar. As the Canadian dollar relative to the U.S. dollar was approximately (3%), or (200) basis points, lower in the first three quarters of 2025 as compared to the first three quarters of 2024, positive foreign exchange impacts on our Canadian operating margins and cost base were approximately $1.5 million. A $0.01 decrease in the Canadian dollar, relative to the U.S. dollar, positively impacts annual operating margins and costs by approximately $1.0 million.

Net loss from discontinued operations for the first three quarters of 2024 was ($0.7) million, or ($0.00) per share. During the fourth quarter of 2023, we completed a restructuring of operations at Ballard Motive Solutions in the U.K. and effectively closed the operation. As such, the historic operating results of the Ballard Motive Solutions business have been removed from continuing operating results and are instead presented separately in the statement of comprehensive income (loss) as loss from discontinued operations.

Research and Product Development (cash operating cost) is a non-GAAP measure. We use certain Non-GAAP measures to assist in assessing our financial performance. Non-GAAP measures do not have any standardized meaning prescribed by GAAP and are therefore unlikely to be comparable to similar measures presented by other companies. Research and Product Development (cash operating cost) adjusts Research and product development expense for depreciation and amortization expense and stock-based compensation expense. See the reconciliation of the adjustments to Research and product development expense in the table above.

Research and product development expenses for the three months ended September 30, 2025, were $11.5 million, a decrease of ($12.2) million, or (51%), compared to the corresponding period of 2024. Excluding depreciation and amortization expense and stock-based compensation expense, research, and product development cash operating costs (see Supplemental Non-GAAP Measures and Reconciliations) were $11.5 million in the third quarter of 2025, a decrease of ($9.4) million, or (45%), compared to the third quarter of 2024.

Research and product development expenses for the nine months ended September 30, 2025, were $47.8 million, a decrease of ($26.8) million, or (36%), compared to the corresponding period of 2024. Excluding depreciation and amortization expense and stock-based compensation expense, research and product development cash operating costs (see Supplemental Non-GAAP Measures and Reconciliations) were $44.7 million in the first three quarters of 2025, a decrease of ($20.4) million, or (31%), compared to the first three quarters of 2024.

The respective ($9.4) million, or (45%), and ($20.4) million, or (31%), decrease in research and development cash operating costs (see Supplemental Non-GAAP Measures and Reconciliations) in the third quarter and first three quarters of 2025, as compared to the third quarter and first three quarters of 2024, was driven primarily by the impacts of the global corporate restructurings initiated in July 2025 and September 2024 which included a reduction in workforce, a rationalization in product development programs, and operational consolidation. These cost savings were partially offset by the impact of inflationary wage pressures in 2025. Expenses in 2025 include expenditures on technology and product development activities including the design and development of next generation fuel cell stacks and engines for bus, truck, rail, marine and stationary applications, and continuation engineering investment in our existing fuel cell products, including activities related to product cost reduction.

Program investment includes expenditures related to our recently unveiled new-generation transit fuel cell module, FCmove SC®, continued development on our FCmove XD fuel cell module designed for heavy-duty vehicles, our FCgen®-HPS High-Power Density Fuel Cell Stack for light-medium-and heavy-duty vehicles, our FCwave™ Fuel Cell Module for high power applications, and on the ongoing improvement of all of our fuel cell products including our high performance fuel cell module, the FCmove™-HD and HD+, and our high performance liquid-cooled fuel cell stack, the FCgen®-LCS.

Depreciation and amortization expense included in research and product development expense for the three and nine months ended September 30, 2025 was $0.5 million and $1.3 million, respectively, compared to $1.9 million and $5.7 million, respectively, for the corresponding periods of 2024. Depreciation and amortization expense relate primarily to depreciation expense on our investment in research and product development facilities and equipment. The decrease in 2025 was due primarily to the impairment of certain research and product development equipment in 2024.

Stock-based compensation expense (recovery) included in research and product development expense for the three and nine months ended September 30, 2025 was ($0.4) million and $1.7 million, respectively, compared to $1.0 million and $3.7 million, respectively, for the corresponding periods of 2024. The decrease in 2025 was due primarily to forfeitures as a result of the July 2025 restructuring and certain equity awards no longer expected to meet their performance vesting criteria.

General and Administrative (cash operating cost) is a non-GAAP measure. We use certain Non-GAAP measures to assist in assessing our financial performance. Non-GAAP measures do not have any standardized meaning prescribed by GAAP and are therefore unlikely to be comparable to similar measures presented by other companies. General and Administrative (cash operating cost) adjusts General and administrative expense for depreciation and amortization expense, stock-based compensation expense and the impact of unrealized gains or losses on foreign exchange contracts. See the reconciliation of the adjustments to General and administrative expense in the table above.

General and administrative expenses for the three months ended September 30, 2025 were $4.2 million, a decrease of ($0.1) million, or (3%) compared to the corresponding period of 2024. Excluding depreciation and amortization expense, stock-based compensation expense, and the impact of unrealized gains (losses) on foreign exchange contracts, general and administrative cash operating costs (see Supplemental Non-GAAP Measures and Reconciliations) were $3.6 million in the third quarter of 2025, a decrease of ($0.8) million, or (18%), compared to the third quarter of 2024.

General and administrative expenses for the nine months ended September 30, 2025, were $13.6 million, a decrease of ($3.6) million, or (21%), compared to the corresponding period of 2024. Excluding depreciation and amortization expense, stock-based compensation expense, and the impact of unrealized gains (losses) on foreign exchange contracts, general and administrative cash operating costs (see Supplemental Non-GAAP Measures and Reconciliations) were $11.9 million in the first three quarters of 2025, a decrease of ($2.1) million, or (15%), compared to the first three quarters of 2024.

The respective ($0.8) million, or (18%), and ($2.1) million or (15%), decrease in general and administrative cash operating costs (see Supplemental Non-GAAP Measures and Reconciliations) in the third quarter and first three quarters of 2025, as compared to the third quarter and first three quarters of 2024, was due primarily to the impacts of the global corporate restructurings initiated in July 2025 and September 2024 which included a reduction in workforce, partially offset by the impact of inflationary wage pressures.

Depreciation and amortization expense included in general and administrative expense for the three and nine months September 30, 2025 was $0.2 million and $0.6 million, respectively, compared to $0.3 million and $1.2 million, respectively, for the corresponding periods of 2024. Depreciation and amortization expense relate primarily to information technology intangible assets including our ERP system. The decrease in 2025 was due primarily to the amortization and impairment of certain equipment in 2024.

Stock-based compensation expense (recovery) included in general and administrative expense (recovery) for the three and nine months ended September 30, 2025 was $0.3 million and $1.8 million, respectively, compared to ($0.1) million and $1.8 million, respectively, for the corresponding periods of 2024. The minor decrease in 2025 was due primarily to certain equity awards no longer expected to meet their performance vesting criteria.

The impact of unrealized (gains) losses on foreign exchange contracts included in general and administrative expense for the three and nine months ended September 30, 2025, was $nil million and $0.7 million, respectively, compared to $0.4 million and ($0.2) million, respectively, for the corresponding periods of 2024. Periodically, we use forward foreign exchange contracts to help manage our exposure to currency rate fluctuations. We record these contracts at their fair value as of the balance sheet date as either assets or liabilities with any changes in fair value in the period recorded in profit or loss (general and administrative expense) as these contracts are not designated or qualified under hedge accounting criteria.

Sales and Marketing (cash operating cost) is a non-GAAP measure. We use certain Non-GAAP measures to assist in assessing our financial performance. Non-GAAP measures do not have any standardized meaning prescribed by GAAP and are therefore unlikely to be comparable to similar measures presented by other companies. Sales and Marketing (cash operating cost) adjusts Sales and marketing expense for depreciation and amortization expense and stock-based compensation expense. See the reconciliation of the adjustments to Sales and marketing expense in the table above.

Sales and marketing expenses for the three months ended September 30, 2025 were $1.6 million, a decrease of ($1.3) million, or (45%), compared to the corresponding period of 2024. Excluding stock-based compensation expense, sales and marketing cash operating costs (see Supplemental Non-GAAP Measures and Reconciliations) was $1.8 million in the third quarter of 2025, a decrease of ($0.9) million, or (33%), compared to the third quarter of 2024.

Sales and marketing expenses for the nine months ended September 30, 2025 were $6.4 million, a decrease of ($4.0) million, or (39%), compared to the corresponding period of 2024. Excluding stock-based compensation expense, sales and marketing cash operating costs (see Supplemental Non-GAAP Measures and Reconciliations) was $6.2 million in the first three quarters of 2025, a decrease of ($3.4) million, or (36%), compared to the first three quarters of 2024.

The respective ($0.9) million, or (33%), and ($3.4) million or (36%), decrease in sales and marketing cash operating costs (see Supplemental Non-GAAP Measures and Reconciliations) in the third quarter and first three quarters of 2025, as compared to the third quarter and first three quarters of 2024, was due primarily to the impacts of the global corporate restructurings initiated in July 2025 and September 2024 which included a reduction in workforce, partially offset by the impact of inflationary wage pressures.

Stock-based compensation expense (recovery) included in sales and marketing expense for the three and nine months ended September 30, 2025 was ($0.2) million and $0.2 million, respectively, compared to $0.1 million and $0.9 million, respectively, for the corresponding periods of 2024. The decrease in 2025 was due primarily to forfeitures as a result of the July 2025 restructuring and certain equity awards no longer expected to meet their performance vesting criteria.

Other operating expenses for the three and nine months ended September 30, 2025, was $17.7 million and $24.2 million, respectively, compared to $24.0 million and $25.9 million, respectively, for the corresponding periods of 2024. The following table provides a breakdown of other operating expense for the reported periods:

Restructuring and related costs for the three and nine months ended September 30, 2025 were $17.6 million and $23.7 million, respectively, compared to $16.1 million and $16.3 million, respectively, for each of the corresponding periods of 2024. Restructuring costs in 2025 consist of amounts incurred related to the July 2025 corporate restructuring including personnel change costs including the CEO transition and other workforce reductions, certain contract exit and modification costs, and related consulting and advisory services. Restructuring costs in 2024 consist of amounts incurred related to the global corporate restructuring initiated in September 2024 and consist primarily of cost reduction measures including a reduction in workforce, a rationalization of products and product development activities, and a reduction or cancellation of certain capital projects.

Restructuring charges related to the July 2025 corporate restructuring are primarily accrued in provisions and other current liabilities as of September 30, 2025 and include personnel severance costs, contract exit and modification costs, grant adjustment charges, and legal and advisory costs, net of expected recoveries.

Impairment loss (recovery) on trade receivables for the three and nine months ended September 30, 2025 were $nil million and $0.5 million, respectively, compared to $7.9 million and $9.6 million, respectively, for the corresponding periods of 2024. Amounts consist primarily of receivables from certain customers in Europe and China no longer deemed collectable. If we recover on an impaired trade receivable through legal or other means, the recovered amount is recognized in the period of recovery as a reversal of the impairment loss.

Finance income (loss) and other for the three and nine months ended September 30, 2025 was $4.2 million and $26.5 million, respectively, compared to $7.3 million and $21.0 million, respectively, for the corresponding periods of 2024. The following table provides a breakdown of finance and other income (loss) for the reported periods:

Employee future benefit plan expense for the three and nine months ended September 30, 2025 and 2024 were nominal and consist primarily of miscellaneous service costs on a curtailed and now terminated defined benefit pension plan for certain former United States employees.

Investment and other income for the three and nine months ended September 30, 2025 were $6.1 million and $19.0 million, respectively, compared to $9.2 million and $29.2 million, respectively, for the corresponding periods of 2024. Amounts were earned on our cash, cash equivalents and short-term investments and have changed proportionately with the relative change in our overall average monthly cash balances and the overall change in the underlying market interest rates during 2025 and 2024.

Mark to market gain (loss) on financial assets for the three and nine months ended September 30, 2025 were ($0.9) million and $6.9 million, respectively, compared to ($2.7) million and ($7.4) million, respectively, for the corresponding periods of 2024.

Mark to market gain (loss) consist primarily of changes in the fair value of our long-term financial investments including HyCap, Clean H2, Forsee Power, Wisdom, Quantron, and Templewater. Mark to market gains and losses are also impacted by the conversion of these long-term financial assets from their respective European Euro or Great British pound denominated investment to the U.S. dollar.

Foreign exchange gains (losses) for the three and nine months ended September 30, 2025 were ($1.0) million, and $0.5 million, respectively, compared to $0.9 million and ($0.8) million, respectively, for the corresponding periods of 2024. Foreign exchange gains and losses are attributable primarily to the effect of changes in the value of the Canadian dollar, relative to the U.S. dollar, on our Canadian dollar-denominated net monetary position. Foreign exchange gains and losses are also impacted by the conversion of Ballard Power Systems Europe A/S’ assets and liabilities from the Danish Kroner to the U.S. dollar at exchange rates in effect at each reporting date which are recorded in other comprehensive income (loss).

Government (levies) recovery for the nine months ended September 30, 2025 were $0.2 million, compared to $nil million for the corresponding period of 2024. Government levies relate primarily to withholding tax accruals on certain commercial contracts primarily in China.

Finance expense for the three and nine months ended September 30, 2025 was ($0.5) million and ($1.5) million, respectively, compared to ($0.6) million and ($1.6) million, respectively, for the corresponding periods of 2024. Finance expense represents the interest expense incurred on our right-of-use assets with a lease term of greater than 12-months, including our head office building, manufacturing facility, and related storage facilities in Burnaby, British Columbia, as well as similar right-of-use assets in all of our subsidiaries.

Equity in income (loss) of investment in joint venture and associates for the three and nine months ended September 30, 2025 was ($1.9) million and ($3.2) million, respectively, compared to ($1.1) million and ($2.4) million, respectively, for the corresponding periods of 2024. Equity in loss of investment in joint venture and associates relates to the pickup of 49% of the net income (loss) of Weichai Ballard JV in China due to our 49% ownership position which is accounted for using the equity method of accounting.

The increased loss of investment in joint venture and associates in 2025 related to the operations of Weichai Ballard JV is due primarily to increased gross margin losses including inventory impairment charges as Weichai Ballard JV continues to establish operations. Weichai Ballard JV manufactures Ballard’s next-generation LCS bi-polar plates, fuel cell stacks and LCS-based power modules for bus, commercial truck, and forklift applications with certain exclusive rights in China.

Impairment charges on goodwill for the three and nine months ended September 30, 2024 was ($40.3) million for each of the periods and consists of a write-down of the remaining corporate goodwill balance to $nil as a result of the decline in the Company’s market capitalization during that time.

Impairment charges on property, plant and equipment for the three and nine months ended September 30, 2025 was $nil million and ($3.2) million, respectively, compared to ($106.8) million and ($106.8) million, respectively, for the corresponding periods of 2024.

Impairment charges in the first three quarters of 2025 of ($3.2) million consist of additions in the period to the net impairment allowance against consolidated assets of ($89.2) million as we have impaired these operating assets in prior periods, including in earlier quarters in 2025, to their estimated total residual value of approximately $11.2 million at September 30, 2025.

Impairment charges in the first three quarters of 2024 of ($106.8) million consist of an impairment allowance against consolidated capital assets of ($105.0) million to impair these operating assets to their estimated residual value, and a write-down of certain specific assets of ($1.8) million located primarily in Denmark and China that are to be discontinued pursuant to the global corporate restructuring initiative.

The following table provides summary financial data for our last eight quarters:

Summary of Quarterly Results: There were no significant seasonal variations in our quarterly results. Variations in our net loss for the above periods were affected primarily by the following factors:

•Revenues: Variations in fuel cell product and service revenues reflect the demand and timing of our customers’ fuel cell vehicle, bus, and fuel cell product deployments as well as the demand and timing of their engineering services projects. Variations in fuel cell product and service revenues also reflect the timing of work performed and the achievements of milestones under long-term fixed price contracts.

•Operating expenses: Operating expenses were negatively impacted in the third quarter of 2025, the second quarter of 2025, the fourth quarter of 2024, and the third quarter of 2024 by restructuring and related charges of ($17.6) million, ($5.9) million, ($0.7) million, and ($16.1) million, respectively. Operating expenses were also negatively impacted in the second quarter of 2025, the fourth quarter of 2024, the third quarter of 2024, the first quarter of 2024, and the fourth quarter of 2023 by impairment losses on trade receivables of ($0.5) million, ($3.2) million, ($7.9) million, ($1.7) million, and ($1.4) million, respectively. Operating expenses also include the impact of changes in the value of the Canadian dollar, versus the U.S. dollar, on our Canadian dollar denominated expenditures.

•Net loss from continuing operations: Net loss from continuing operations is impacted by the above noted impacts on Revenues and Operating expenses. Net loss in the second quarter of 2025, the first quarter of 2025, the fourth quarter of 2024, and the third quarter of 2024 was negatively impacted by impairment charges on property, plant and equipment and intangible assets of ($0.9) million, ($2.2) million, ($5.0) million, and ($106.8) million, respectively. Net loss in the third quarter of 2024 was negatively impacted by impairment charges on goodwill of ($40.3) million. Net loss in the third quarter of 2025, the second quarter of 2025, the first quarter of 2025, the fourth quarter of 2024, the third quarter of 2024, the second quarter of 2024, the first quarter of 2024, and the fourth quarter of 2023, was also impacted by mark to market gains (losses) on financial assets of ($0.9) million, $3.3 million, $4.4 million, ($7.4) million, ($2.7) million, $1.7 million, ($6.3) million, and ($10.3) million, respectively, related primarily to our investments in HyCap, Clean H2, Forsee Power, Wisdom, Quantron, and Templewater.

6.CASH FLOWS, LIQUIDITY AND CAPITAL RESOURCES

Cash and cash equivalents were $525.7 million as of September 30, 2025, compared to $603.9 million as of December 31, 2024. The ($78.2) million decrease in cash and cash equivalents in 2025 was driven primarily by net cash operating losses (excluding non-cash items) of ($68.9) million, purchases of property, plant and equipment and intangible assets of ($6.4) million, long-term financial investments of ($4.9) million, and by finance lease repayments of ($2.2) million, partially offset by net working capital inflows of $1.3 million.

For the three months ended September 30, 2025, cash used by operating activities was ($22.9) million, compared to ($28.6) million for the three months ended September 30, 2024. The $5.7 million decrease in cash used by operating activities in the third quarter of 2025, as compared to the third quarter of 2024, was driven by the relative decrease in cash operating losses of $13.1 million, partially offset by the relative increase in working capital requirements of ($7.4) million.

The relative $13.1 million decrease in cash operating losses in the third quarter of 2025 was driven primarily by the decrease in Adjusted EBITDA loss of $29.0 million and by several items included in cash operating losses but excluded from Adjusted EBITDA loss or vice-versa totaling ($15.9) million, including changes in impairment losses on trade receivables, inventory impairment and onerous contracts provision adjustments, restructuring expenses, finance and other income (excluding mark to market fair value changes on investments), and equity investment losses in joint venture and associates.

The total change in working capital of $3.5 million in the third quarter of 2025 was driven by lower inventory of $7.5 million due primarily to increased shipments in the quarter, by higher accounts payable and accrued liabilities of $3.8 million primarily as a result of the timing of restructuring expenses and supplier payments, and by higher deferred revenue of $2.0 million as we collected pre-payments on certain product and service contracts in advance of work performed. These third quarter of 2025 inflows were partially offset by higher accounts and contract receivables of ($9.1) million due primarily to the timing of revenues and the related customer collections.

The total change in working capital of $10.9 million in the third quarter of 2024 was driven by higher accounts payable and accrued liabilities of $16.8 million primarily as a result of the timing of restructuring expenses and supplier payments, partially offset by higher inventory of ($6.5) million primarily to support expected product shipments in the fourth quarter of 2024 and into 2025.

For the nine months ended September 30, 2025, cash used by operating activities was ($67.6) million compared to ($83.7) million for the nine months ended September 30, 2024. The $16.1 million decrease in cash used by operating activities in the first three quarters of 2025, as compared to the first three quarters of 2024, was driven by the relative decrease in cash operating losses of $20.5 million, partially offset by the relative increase in working capital requirements of ($4.4) million.

The relative $20.5 million decrease in cash operating losses in the first three quarters of 2025 was driven primarily by the decrease in Adjusted EBITDA loss of $42.8 million and by several items included in cash operating losses but excluded from Adjusted EBITDA loss or vice-versa totaling ($22.3) million, including changes in impairment losses on trade receivables, inventory impairment and onerous contracts provision adjustments, restructuring expenses, finance and other income (excluding mark to market fair value changes on investments), and equity investment losses in joint venture and associates.

The total change in working capital of $1.3 million in the first three quarters of 2025 was driven by higher deferred revenue of $6.0 million as we collected pre-payments on certain product and service contracts in advance of work performed, and by lower prepaid expenses of $1.8 million due primarily to the timing of annual insurance renewals and program requirements. These first three quarters of 2025 inflows were partially offset by higher inventory of ($6.1) million primarily to support expected product shipments in the last quarter of 2025 and into 2026, and by higher accounts and contract receivables of ($1.3) million primarily due primarily to the timing of revenues and the related customer collections.

The total change in working capital of $5.7 million in the first three quarters of 2024 was driven by lower accounts and contract receivables of $18.0 million due primarily to the timing of revenues and the related customer collections, by higher accounts payable and accrued liabilities of $8.1 million primarily as a result of the timing of restructuring payments, supplier payments and annual compensation awards, and by higher deferred revenue of $4.8 million as we collected pre-payments on certain product and service contracts in advance of work performed. These first three quarters of 2024 inflows were partially offset by higher inventory of ($23.5) million primarily to support expected product shipments in the fourth quarter of 2024 and into 2025, and by lower warranty provisions of ($1.5) million.

Investing activities resulted in net cash outflows of ($1.4) million and ($11.2) million, respectively, for the three and nine months ended September 30, 2025, compared to net cash outflows of ($14.3) million and ($30.4) million, respectively, for the corresponding periods of 2024.

Investing activities in the third quarter of 2025 of ($1.4) million consist of capital expenditures of ($1.4) million incurred primarily for production and test equipment, and nominal long-term investments in Templewater. Investing activities in the first three quarters of 2025 of ($11.2) million consist of capital expenditures of ($6.4) million incurred primarily for production and test equipment and certain intangible assets, and long-term investments in HyCap of ($4.9) million and a nominal investment in Templewater, partially offset by proceeds on disposition of certain small stationary assets in Denmark of $0.1 million.

Investing activities in the third quarter of 2024 of ($14.3) million consist of capital expenditures of ($11.6) million incurred primarily for production and test equipment and certain intangible assets, and long-term investments in HyCap of ($2.6) million. Investing activities in the first three quarters of 2024 of ($30.4) million consist of capital expenditures of ($21.7) million incurred primarily for production and test equipment and certain intangible assets, and long-term investments of ($8.6) million in HyCap, Clean H2 and Templewater.

Financing activities resulted in net cash outflows of ($0.7) million and ($2.2) million, respectively, for the three and nine months ended September 30, 2025, compared to net cash outflows of ($0.9) million and ($2.4) million, respectively, for the corresponding periods of 2024.

Financing activities in the third quarter of 2025 of ($0.7) million consist of finance lease payments of ($0.7) million. Financing activities in the first three quarters of 2025 of ($2.2) million consist of finance lease payments of ($2.2) million.

Financing activities in the third quarter of 2024 of ($0.9) million consist of finance lease payments of ($0.9) million. Financing activities in the first three quarters of 2024 of ($2.4) million consist of finance lease payments of ($2.7) million, partially offset by proceeds from the exercise of share purchase options of $0.3 million.

As of September 30, 2025, we had total liquidity of $527.9 million. We measure liquidity as our net cash and short-term investment position, consisting of the sum of our cash, cash equivalents and short-term investments of $527.9 million, as we have no bank debt.

We have a Letter of Guarantee Facility (the “LG Facility”) enabling our bank to issue letters of guarantee, standby letters of credit, performance bonds, or similar credits on our behalf from time to time up to a maximum of $2.0 million. The LG Facility also enables us to enter into foreign exchange contracts (at face value amounts in excess of the LG Facility). As of September 30, 2025, letters of credit of euro 1.0 million were outstanding under the LG Facility.

We also have a Loan Agreement (the “Loan Agreement”) enabling our bank to issue commercial credit cards, standby letters of credit, or similar credits on our behalf from time to time up to a maximum of approximately Canadian $13 million. As of September 30, 2025, no amounts were outstanding under the Loan Agreement.

Our liquidity objective is to maintain cash balances sufficient to fund at least six quarters of forecasted cash used by operating activities and contractual commitments. Our strategy to attain this objective is to continue our drive to attain profitable operations that are sustainable by executing a business plan that continues to focus on revenue growth, improving overall gross margins, maintaining discipline over operating expenses, managing working capital and capital expenditure requirements, and securing additional financing to fund our operations as needed until we do achieve profitable operations that are sustainable. We believe that we have adequate liquidity in cash and working capital to achieve our liquidity objective.

Failure to achieve or maintain this liquidity objective could have a material adverse effect on our financial condition and results of operations including our ability to continue as a going concern. There are also various risks and uncertainties affecting our ability to achieve this liquidity objective including, but not limited to, the market acceptance and rate of commercialization of our products, the ability to successfully execute our business plan, and general global economic conditions, certain of which are beyond our control. While we continue to make significant investments in product development and market development activities necessary to commercialize our products, make increased investments in working capital and capital expenditures as we grow our business, and make ongoing capital contributions in support of our investment in certain hydrogen infrastructure and growth equity funds, our actual liquidity requirements will also vary and will be impacted by future acquisitions and strategic partnerships and investments, our relationships with our lead customers and strategic partners including their ability to successfully finance and fund their operations and programs and agreements with us, our success in developing new channels to market and relationships with customers, our success in generating revenue growth from near-term product, service and licensing opportunities, our success in managing our operating expense and working capital requirements, foreign exchange fluctuations, and the progress and results of our research, development and demonstration programs.

We may also choose to pursue additional liquidity through the issuance of debt or equity in private or public market financings. To enable the timely issuance of equity securities in the public market, we renewed our Base Shelf Prospectus on file with the securities regulators in Canada on June 11, 2025. The Base Shelf Prospectus, which is effective for 25-months ending in July 2027, was filed in each of the provinces and territories of Canada, and a corresponding shelf registration statement on Form F-10 was also filed with the United States Securities and Exchange Commission. These filings will enable offerings of securities at any time during the 25-month period that the Base Shelf Prospectus remains effective. No offerings of securities under this Base Shelf Prospectus have been issued to date.

No assurance can be given that any such additional liquidity will be available or that, if available, it can be obtained on terms favorable to the Company. If any securities are offered under the Base Shelf Prospectus, the terms of any such securities and the intended use of the net proceeds resulting from such offering would be established at the time of any offering and would be described in a supplement to the Base Shelf Prospectus filed with applicable Canadian securities regulators and/or the SEC, respectively, at the time of such an offering.

7.OTHER FINANCIAL MATTERS

Periodically, we use forward foreign exchange contracts to manage our exposure to currency rate fluctuations. We record these contracts at their fair value as either assets or liabilities on our statement of financial position. Any changes in fair value are either (i) recorded in other comprehensive income if formally designated and qualified under hedge accounting criteria; or (ii) recorded in profit or loss (general and administrative expense) if either not designated, or not qualified, under hedge accounting criteria. As of September 30, 2025, we did not have any outstanding foreign exchange currency contracts.

As of September 30, 2025, we did not have any other material obligations under guarantee contracts, retained or contingent interests in transferred assets, outstanding derivative instruments, or non-consolidated variable interests.

As of September 30, 2025, we had the following contractual obligations and commercial commitments calculated on a non-discounted basis (with the exception of Finance leases):

Long-term investments include an investment committing us to be a limited partner in HyCap, a hydrogen infrastructure and growth equity fund. HyCap is to invest in a combination of hydrogen infrastructure projects and investments in companies along the hydrogen value chain.

We have committed to invest £25.0 million (including £19.4 million invested as of September 30, 2025) into HyCap.

Long-term investments also include an investment committing us to be a limited partner in Clean H2, another hydrogen infrastructure and growth equity fund. Clean H2 is to invest in a combination of hydrogen infrastructure projects and investments in companies along the hydrogen value chain. We have committed to invest €30.0 million (including €9.7 million invested as of September 30, 2025) into Clean H2.

Long-term investments also include an investment committing us to be a limited partner in Templewater, a decarbonization climate technology and growth equity fund. We have committed to invest $1.0 million (including $0.5 million invested as of September 30, 2025) in Templewater.

In addition, we have outstanding commitments of $9.5 million as of September 30, 2025, related primarily to purchases of property, plant, and equipment. Capital expenditures and expenditures on other intangible assets pertain to our regular operations and are expected to be funded through cash on hand.

In connection with the acquisition of intellectual property from UTC in 2014, we have a royalty obligation in certain circumstances to pay UTC a portion of any future intellectual property sale and licensing income generated from certain of our intellectual property portfolio for a period of 15-years expiring in April 2029. No royalties were paid to UTC for the nine months ended September 30, 2025 and the year ended December 31, 2024.

As of September 30, 2025, we retain a previous funding obligation to pay royalties of 2% of revenues (to a maximum of Canadian $5.4 million) on sales of certain fuel cell products for commercial distributed utility applications. No royalties have been incurred to date due to this agreement.

We also retain a previous funding obligation to pay royalties of 2% of revenues (to a maximum of Canadian $2.2 million) on sales of certain fuel cell products for commercial transit applications. No royalties have been incurred to date due to this agreement.

In the ordinary course of business or as required by certain acquisition or disposition agreements, we are periodically required to provide certain indemnities to other parties. As of September 30, 2025, we have not accrued any significant amount owing, or receivable, due to any indemnity agreements undertaken in the ordinary course of business.

Related parties include our 49% owned equity accounted investee, Weichai Ballard JV. Transactions between us and our subsidiaries are eliminated on consolidation. For the three and nine months ended September 30, 2025 and 2024, related party transactions and balances with Weichai Ballard JV are as follows:

We also provide key management personnel, being board directors and executive officers, certain benefits, in addition to their salaries. Key management personnel also participate in the Company’s share-based compensation plans. Key management personnel compensation is summarized in note 28 to our annual consolidated financial statements for the year ended December 31, 2024.

8.USE OF PROCEEDS

During 2021 and 2020, we completed the following offerings of our common shares (“Common Shares”):

•On February 23, 2021, we closed a bought deal offering of 14.87 million Common Shares at a price of $37.00 per Common Share for gross proceeds of $550.2 million and net proceeds of $527.3 million (the “2021 Offering”).

•On September 1, 2020, we announced an at-the-market equity program to issue a total of 16.45 million Common Shares from treasury (the “$250 million ATM Program”). The 16.45 million Common Shares issued under the $250 million ATM Program were sold in the third and fourth quarters of 2020 at prevailing market prices at the time of sale for total gross proceeds of $250 million and total net proceeds of $244.1 million.

•On March 10, 2020, we announced an at-the-market equity program to allow the issuance of up to $75 million of Common Shares from treasury (the “$75 million ATM Program” and together with the

$250 million ATM Program, the “2020 ATM Programs”). The 8.2 million Common Shares issued under the $75 million ATM Program were sold in the first half of 2020 at prevailing market prices at the time of sale for total gross proceeds of $66.7 million and total net proceeds of $64.7 million.

The net proceeds from the 2021 Offering of $527.3 million were intended to be used to further strengthen the Company’s financial position, thereby providing additional flexibility to fund growth strategies, including through activities such as product innovation, investments in production capacity expansion and localization, future acquisitions and strategic partnerships and investments. The net proceeds from the 2020 ATM Programs of $308.8 million were intended to be used for general corporate purposes. Pending their use, we disclosed our intention to invest the net proceeds from the 2021 Offering in short-term, investment grade, interest bearing instruments or to hold them as cash and cash equivalents.

The following tables sets out a comparison of the Company’s disclosed expected use of net proceeds from the 2021 Offering and the 2020 ATM Programs to the actual use of such net proceeds to June 30, 2025. As of September 30, 2025, the residual net proceeds from the 2021 Offering and the 2020 ATM Programs were held in interest bearing cash accounts.

9.ACCOUNTING MATTERS

Our consolidated financial statements are prepared in accordance with IFRS, which require us to make estimates and assumptions that affect the application of accounting policies and the reported amounts of assets, liabilities, income, and expenses. Actual results may differ from those estimates. Estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognized in the period in which the estimates are revised and in any future periods affected.

Critical judgments that we have made in the process of applying our accounting policies and that have the most significant effect on the amounts recognized in the consolidated financial statements is limited to our assessment of our ability to continue as a going concern (See Note 2 (e) to our annual consolidated financial statements).

Our material accounting policies are detailed in note 4 to our annual consolidated financial statements for the year ended December 31, 2024. Effective January 1, 2025, we adopted a number of new standards and interpretations, but they did not have a material impact on our financial statements.

9.3     Key Sources of Estimation Uncertainty

Key sources of estimation uncertainty that have a significant risk of resulting in a material adjustment to the reported amount of assets, liabilities, income, and expenses within the next fiscal year are detailed in note 5 to our annual consolidated financial statements for the year ended December 31, 2024 and also discussed in section 9.3 of our annual MD&A for the year ended December 31, 2024. There have been no changes to the nature of these sources of estimation uncertainty in the nine months ended September 30, 2025. The following updates relating to estimation uncertainty covering the three and nine month periods ended September 30, 2025 are as follows:

During the three and nine months ended September 30, 2025, and 2024, there were no significant adjustments to revenues relating to revenue recognized in a prior period.

The carrying amounts of our non-financial assets, other than inventories, are reviewed at each reporting date to determine whether there is any indication of impairment. If any such indicator exists, then the asset’s recoverable amount is estimated. For assets that have indefinite useful lives including goodwill, intangible assets, and property, plant and equipment, the recoverable amount is estimated annually, or whenever events or circumstances indicate that the carrying amount may not be recoverable.

As a result of indicators of potential impairment including a decline in the Company’s market capitalization in 2024, the initiation of a global corporate restructuring in September 2024, and indicators of slowing hydrogen and fuel cell policy implementation and market adoption, we updated our asset impairment tests as of September 30, 2024, December 31, 2024, March 31, 2025, and again at June 30, 2025.

The recoverable amount of an asset or cash-generating unit is the greater of its value in use and its fair value less costs to sell. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset.

In assessing fair value less costs to sell, the price that would be received on the sale of an asset in an orderly transaction between market participants at the measurement date is estimated. For the purposes of impairment testing, assets that cannot be tested individually are grouped together into the smallest group of assets that generates cash inflows from continuing use that are largely independent of the cash inflows of other groups of assets. The allocation of goodwill and other non-financial assets to cash-generating units reflects the lowest level at which these assets are monitored for internal reporting purposes. Many of the factors used in assessing fair value are outside the control of management, and it is reasonably likely that assumptions and estimates will change from period to period. These changes may result in future impairments. For example, our revenue growth rate could be lower than projected due to economic, industry or competitive factors, or the discount rate used in our value in use model could increase due to a change in market interest rates.

An impairment loss is recognized if the carrying amount of an asset or its cash-generating unit exceeds its estimated recoverable amount. Impairment losses are recognized in net loss. Impairment losses recognized in respect of the cash-generating unit are allocated first to reduce the carrying amount of any goodwill allocated to the unit, and then to reduce the carrying amounts of the other assets in the unit on a pro-rata basis. However, individual assets within the cash-generating unit are not impaired below their residual fair market value.

An impairment loss in respect of goodwill is not reversed. In respect of other assets including property, plant and equipment, impairment losses recognized in prior periods are assessed at each reporting date for any indications that the cumulative loss has decreased or no longer exists. An impairment loss is reversed only to the extent that the asset’s carrying amount does not exceed the carrying amount that would have been determined, net of depreciation or amortization, if no impairment loss had been recognized.

As a result of impairment tests performed in 2024, we recognized goodwill impairment charges of ($40.3) million in the three months ended September 30, 2024 to write-down goodwill to nil. In addition, we recognized impairment charges on property, plant and equipment of ($106.8) million in the three months ended September 30, 2024, consisting of a fair value impairment allowance of ($105.0) million against consolidated capital assets to impair these operating assets to their estimated residual value of approximately $9.0 million, and a write-down of certain specific assets of ($1.8) million that were discontinued pursuant to the global corporate restructuring. During the three months ended December 31, 2024, we recognized adjustments to the net ($105.0) million fair value impairment allowance on property, plant and equipment consisting of (i) additions to the allowance for capital additions in the period of ($4.6) million as the Company’s market capitalization remained depressed; (ii) deductions to the allowance for specifically identified capital assets totaling $14.5 million that were directly impaired or disposed of in the period; and (iii) deductions to the allowance for depreciation and amortization expense of $1.6 million that would have been recognized had the underlying assets not been fully impaired to estimated residual value. As of December 31, 2024, the net fair value impairment allowance recognized against consolidated property, plant and equipment approximated ($93.5) million.

During the nine months ended September 30, 2025, we recognized adjustments to the net ($93.5) million fair value impairment allowance on property, plant and equipment at December 31, 2024, consisting of (i) additions to the allowance for capital additions in the first six months of 2025 of ($3.2) million as the Company’s market capitalization remained depressed; (ii) deductions to the allowance for specifically identified capital assets totaling $nil million that were directly impaired or disposed of in the period; and (iii) deductions to the allowance for depreciation and amortization expense of $7.5 million that would have been recognized had the underlying assets not been fully impaired to estimated residual value.

As of September 30, 2025, the net fair value impairment allowance recognized against consolidated property, plant and equipment approximated ($89.2) million. In the event that the Company identifies impairment reversal indicators in the future, including further market capitalization recovery, this impairment allowance may be reversed in part or in full.

During the three and nine months ended September 30, 2025, we recorded provisions to accrued warranty liabilities of $1.1 million and $3.0 million, respectively, for new product sales, compared to $1.3 million and $4.1 million, respectively, for the three and nine months ended September 30, 2024.

We review our warranty assumptions and make adjustments to accrued warranty liabilities quarterly based on the latest information available and to reflect the expiry of contractual obligations. Adjustments to accrued warranty liabilities are recorded in cost of product and service revenues. As a result of these reviews and the resulting adjustments, our warranty provision and cost of revenues for the three and nine months ended September 30, 2025, were adjusted downwards (upwards) by $nil million and ($0.8) million, respectively, compared to adjustments of $nil million and $1.9 million, respectively, for the three and nine months ended September 30, 2024.

During the three and nine months ended September 30, 2025, positive inventory impairment and onerous contract provision adjustments of $1.7 million and $4.2 million, respectively, were recorded as a (charge) recovery to cost of product and service revenues, compared to negative inventory impairment and onerous contract provision adjustments of ($2.2) million and ($4.4) million, respectively, in the three and nine months ended September 30, 2024.

FAIR VALUE MEASUREMENT (INCLUDING INVESTMENTS)

During the three and nine months ended September 30, 2025, we recognized net mark to market gain (loss) on financial assets of ($0.9) million and $6.9 million, respectively, compared to ($2.7) million and ($7.4) million, respectively, for the three and nine months ended September 30, 2024. Mark to market gain (loss) in 2025 and 2024 consist primarily of changes in the fair value of our long-term financial investments including HyCap, Clean H2, Forsee Power, Wisdom, Quantron, and Templewater.

Effective January 1, 2025, we adopted a number of new standards and interpretations, but they did not have a material impact on our financial statements.

The following is an overview of accounting standard changes that we will be required to adopt in future years. We do not expect to adopt any of these standards before their effective dates and we continue to evaluate the impact of these standards on our consolidated financial statements.

Presentation and Disclosure in Financial Statements (IFRS 18)