Protecting Shareholder Value – Why I am asking for a Yes Vote

February 2, 2026

Tracy Oakland

By Andy Marsh, CEO and Executive Chairman

We are asking you to vote YES on Proposal 2, which increases the number of authorized shares.

If Proposal 2 does not pass, Plug will be forced to implement a reverse stock split to meet our contractual obligations by the end of February – something no one wants. As I said in a prior blog, a no vote is effectively a vote for both an increase in authorized shares and a reverse stock split. That is simply the reality.

I know some retail investors are voting no as a protest against management because of the decline in the stock price. I understand the frustration. But voting no as a protest ultimately hurts both shareholders and the company.

I also want to be very clear about the impact of a reverse stock split. I know the math says market cap doesn’t change and ownership percentages stay the same. But in practice, the outcome is very different. A bank that Plug works with shared the following data with me:

Stock Performance Following Reverse Stock Splits

Market Cap	Split Ratio	Pre-Split Price	1 Week	1 Month	3 Months
Mean	$757M	1-for-10	$1.11	-12%	-16%
Median	$521M	1-for-10	$0.86	-7%	-12%

Source: CapIQ and FactSet as of September 16, 2025
Includes reverse splits by companies with market caps between $250M and $3B since 2023. Excludes REITs and splits tied to earnings, strategic announcements, or uplistings.

The data is clear: reverse stock splits have damaged stock prices, at least over the first three months. I don’t know every detail of these 19 companies—but I do know the outcome for investors.

Let me be very clear. Plug does not want to do a reverse stock split. If Proposal 2 passes, we will not do one. If it fails, we will.

Please give this serious thought. Your vote truly matters

So if you have not voted please vote YES on proposal 2, and if you have voted no or abstained, please consider changing your vote to YES.

Here is how you can vote or change your vote:

Charles Schwab / TD Ameritrade

To cast your vote online, you will need to search for a specific email in your inbox. Please also check your spam or junk folder. The email may come from one of several different addresses. Search for an email received in recent weeks using the following keywords:

“id@proxyvote.com”, or “Plug Power”

You can log into your online account, use the keyword “proxy events” in the search bar, and navigate to proxy events.

If you have not received any proxy voting materials via email or by mail, contact your broker as soon as possible to request a control number to vote online.

Fidelity / National Financial Services

“Fidelity.Investments.email@shareholderdocs.fidelity.com”, “e-notification@edocs.mybrokerageinfo.com”, “id@proxyvote.com”, or “Plug Power”

Follow the instructions in the email. If you have not received any proxy voting materials via email or by mail, contact your broker as soon as possible to request a control number to vote online.

Morgan Stanley / E-Trade

“id@proxyvote.com”, or “Plug Power”

If you have not received any proxy voting materials via email or by mail, contact your broker as soon as possible to request a control number to vote online.

Robinhood

“noreply@robinhood.com”, or “Plug Power”

Follow the instructions in the email by clicking the “Vote” icon.

If you have not received any proxy voting materials via email, contact your broker as soon as possible to request a control number to vote online.

Merrill Lynch

“id@proxyvote.com”, or “Plug Power”

If you have not received any proxy voting materials via email or by mail, contact your broker as soon as possible to request a control number to vote online.

Vanguard

“id@proxyvote.com”, or “Plug Power”

If you have not received any proxy voting materials via email or by mail, contact your broker as soon as possible to request a control number to vote online.

Other brokers

Search your inbox for “Plug Power” or the below common domains supporting proxy voting.

“id@proxyvote.com”, “@proxydocs.com”, “@proxypush.com”

If you have not received any proxy voting materials via email or by mail, contact your broker as soon as possible to request a control number to vote online.

Some brokers outside of the U.S. do not allow retail shareholders to vote. Please contact your broker immediately if you have not received proxy materials in connection with the Plug Power Special Meeting.

Further Questions?

Contact the Company’s proxy solicitor, Sodali & Co, at (833) 924-7453 or Plug@investor.sodali.com.

Important Additional Information and Where to Find It
Plug has filed a definitive proxy statement and other relevant documents with the U.S. Securities and Exchange Commission (“SEC”) in connection with the Special Meeting. INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE DEFINITIVE PROXY STATEMENT AND OTHER RELEVANT DOCUMENTS FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY because they contain important information about the matters to be voted on at the Special Meeting. Stockholders may obtain copies of these documents free of charge at the SEC’s website at www.sec.gov or on Plug’s website at www.plugpower.com.

Participants in the Solicitation
The Company and its directors and executive officers may be deemed to be participants in the solicitation of proxies from the Company’s stockholders in connection with the Special Meeting. Information about the Company’s directors and executive officers is outlined in the definitive proxy statement for the 2025 Annual Meeting of Stockholders, which was filed with the SEC on June 9, 2025, and information about their ownership of Plug’s stock is outlined in the definitive proxy statement for the Special Meeting filed with the SEC on December 12, 2025.

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