Greetings, and welcome to the Plug Power Business Update call. At this time, all participants are in a listen-only mode. A question-and-answer session will follow the formal presentation. All questions will be taken over the webcast platform, and you may ask a question at any time by typing it into the Ask a Question feature on your screen. If anyone should require operator assistance, please press star 0 on your telephone keypad. As a reminder, this conference is being recorded. It's now my pleasure to turn the call over to Teal Hoyos. Please go ahead. Thank you. This call will include forward-looking statements. These forward-looking statements contain projections of our future results of operations, of our financial position, or other forward-looking information. We intend that these forward-looking statements to be covered by the safe harbor provisions for forward-looking statements contained in Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. We believe that it is important to communicate our future expectations to investors. However, investors are cautioned not to unduly rely on forward-looking statements, and such statements should not be read or understood as a guarantee of future performance or results. Such statements are subject to risks and uncertainties that could cause actual results or performance to differ materially from those discussed as a result of various factors, including but not limited to risks and uncertainties discussed under Item 1A Risk Factors in our annual report on Form 10-K for the fiscal year ending December 31st, 2024, or quarterly reports on Form 10-Q for the quarters ending March 31st, 2025, June 30th, 2025, and September 30th, 2025, as well as other reports we file from time to time with the SEC. These forward-looking statements speak only as of the day in which the statements are made, and we do not undertake or intend to update forward-looking statements after this call or as a result of new information. At this point, I would like to turn the call over to Plug's CEO, Andy Marsh. Well, good morning, everyone, and good afternoon to those in Europe, and good evening to those in Asia. I want to thank you for joining the call today. You can put questions in the portal. I think we've explained that earlier. Look, I'll take business questions today. Business questions, I can't comment on the fourth quarter. I'll be happy to comment on many other items. I also want to talk about the vote, and especially Proposal 2, which is the increase in number of authorized shares. I'd like to start off when it comes to Proposition 2. I want to thank those who voted yes. If you know someone who's a shareholder who hasn't voted yet or voted no, any help you can to persuade them to go vote, I greatly appreciate it. And for those who voted no or abstained, who were on this call, thank you for joining the call and listening to our message. Now, I want to be kind of really clear about the increase in authorized shares. If you vote no on Proposition 2, you are still voting for an increase in authorized shares as well as a reverse stock split. If you vote yes, you're only voting for an increase in the number of authorized shares. An increase in authorized shares doesn't mean we're going to issue those shares. Those shares are in place to help grow the business if needed, for example, with maybe a merger or an acquisition, which shareholders would get a vote on. And as I think many of you know, we've taken some pretty significant steps with Project Quantum Leap to really drive down our cash burn as well as monetization of our electric utility rights, electricity rights, the data centers. So I think I really want to be clear to you, authorizing shares and issuing shares are completely different. Look, and I put out a blog this morning, regardless of whether it mathematically makes sense or logical, the outcome of reverse stock split is a decrease in the stock price. And I think some of the pressure on the stock since last Thursday, probably people emotionally believing we're going to do a reverse stock split. But the outreach we're doing is having an impact. The broad reach was down for voting on Thursday and most of Friday. And we've already seen a 15% reduction in the amount of shares we have to get to vote. So it is having an impact, and there's a plan to get there. And I spent a good deal of time with our proxy solicitor, with Roberto, who I know many of you know, to really work through how to get the remaining vote. And there is a pathway. It may take a look, we may have an adjournment on Thursday, but I think that I think we're going to get there looking at the roadmap. And look, if I didn't think we were going to get there, we wouldn't be working so hard and talking to you so much about it. And the success will be beneficial to shareholders, be beneficial to the company. So I really want folks to really think about when they vote, if they vote no or abstain, how they're really voting. And they're voting for an increase in authorized shares, and they're voting for a reverse stock split. If you haven't voted or you'd like to vote, I really would ask you, and I'll give you another run on this later in the call today, to reach out to our proxy solicitor, Sodali & Co., at 833-924-7453. That's 833-924-7453. They can help you. Or you can go to plug@investor.sodali.com, S-O-D-A-L-I, dot com, to also get information about how to vote. And look, you really can have an impact on making sure this company is successful as we go into the future. So Teal, I'm happy to take questions which are up there. Okay. If there are any questions at this time, please type them into the Ask a Question feature on your screen. Once again, all questions today will be taken over the webcast platform, and please type them into the Ask a Question feature located on your screen. Over to you, Teal, for the Q&A session. Thank you. Okay, Andy, your first question, why the European shareholders, why are they being excluded from casting the vote? Do you have any update there? So first and foremost, Plug has nothing to do with preventing European shareholders from voting. Unfortunately and I'm going to give you the fortunate part after this, so it's not all unfortunately. But unfortunately, the brokers in Europe charge shareholders to vote, which seems reminiscent of 19th-century times. So that is problematic. We are talking to some of the larger brokers in Europe to help facilitate voting and see what the company can do to help. Look, if the European shareholders could vote easily, we would not be having this call because this would have easily passed. So we'll put out blogs, and we'll be putting out even press releases to keep European investors informed if we find the pathway to allow you to vote simpler. But it is a challenge. We have some really good ideas that we've worked through with our lawyers and our proxy solicitor. We're feeling confident. I would ask the European shareholders to stay tuned. I am so sorry that you have to work through such a difficult process to be able to vote. Andy, a similar question was asked about Asia. Would you give the same answer for Asia shareholders at this time? Tougher. So I'm probably giving out more information than I should, but a lot of the shares in Europe are custodian city, and a lot of those shares are out on loan. So even though you're a retail investor in Asia, your shares may be out on loan, and you have no idea they are. And it is really much more difficult. I see a pathway for Europe. Asia, I haven't heard anything that made me confident that we can help Asian shareholders. But thank you for being shareholders. Andy, another question. How does an investor who already voted and wishes to change their vote accomplish this? Oh, so actually, thank goodness they put this in front of me. You can contact our proxy solicitor, Sodali & Co, at 833-924-7453 or at plug@investor.sodali.com. Now, there's a blog I put out on Friday, and I actually really write these to the lawyers don't really like it exactly that I write it like a real person. But if you look at Friday's blog, you can have for example, if you're with Fidelity, when you vote yes or vote no, for the remainder of the shares, they'll proportionally vote. So the impact of your share voting may be much greater than you think. So if you voted no, please reach out to our proxy solicitor and change it to a yes. Teal, let's give a business question. Business question. Okay. This one has been asked several times, Andy. I think people really care. What is the status of AGA? I mean, the FID with AGA? Yeah. So talked to AGA last week. So if I was going to give you a roadmap today, in December, I was in Uzbekistan with folks from Abu Dhabi who are going to be looking to really help facilitate this deal also. And I believe that one will be the first to go to FID when I talk to Alfred Benedict. The second one is that there is another project we're looking at in Abu Dhabi that I believe will be the second. And third will be Australia. I think Australia's probably 2027. I think good chance Uzbekistan will be in the first half. The second half, I think, the Abu Dhabi. These are huge, huge projects. If you think about Uzbek, it's probably a $10 billion project overall. These things take time. But I've been in Uzbekistan. I've been to the train line where products will get delivered. I've been to the land where the project will be built. I've been to the river where the water will come from to provide the feedstock for the electrolyzer. So lots and lots of work's been done. I've met with the governor in the province. It's a cool project. It's one of the coolest projects in the world. And it'll be used to create SAF and eSAF. So pretty excited about all three projects that we're engaged with with our folks there in AGA. And I'll continue to help Jose on this one. Okay, Andy, if we could go back to the meeting questions, a couple different variations of the next question. Why is increasing authorized shares critical now, and what are the specific uses for the additional shares? Yeah. So they're critical now is because we have contractual obligations associated with the deal that we did where we sold warrants, and the company was able to pull in $370 million, as well as the convert deal that we did in November. Both of these have underlying them shares. But let me be really clear. The shares for the deal, which was the warrant sale, they would not be issued until the stock price is above 775 based on the terms of that deal. And look, if they do get exercised, that would bring $1.2 billion into the company. The convert deal is a long-term deal. Over seven years, Jerry, I think the right number is. It's a seven-year convert. Those shares aren't coming to the market. And look, usually what happens with converts is that they'll be—that deal will probably be redone three or four years from now for better terms for the company. And I would not expect to be seeing those shares in the market. But there are contractual obligations to make sure those shares are available. Now, if the stock jumps to $10, there's a chance at $7.75 we'll get exercised, bring $1.2 billion to the company. So that's why they need to be there. But the number of shares which are floating, which people are trading every day, isn't going to change at the end of the month when the increase in number of authorized shares occurs one way or another. It's just not how it'll work. Now, we have in the float today about 1.39 billion. I don't expect that number to dramatically change at all in the coming months. Now, the other reasons you want shares, you could think about mergers and acquisitions. The company merged with someone, and we're driving the merger, which would go out for vote by shareholders. Or shareholders, we may need shares for that. But we're looking at that. That's why we need authorized shares. You need them to run the business. Okay, Andy. Next question. Has Plug engaged large institutional shareholders on the current proposals? Yeah, absolutely. So the effort we made to have, especially the funds which are index funds, in many cases, recall their shares on loan, provided a lot of voting power. We would not be here if there wasn't a recall of shares that were on loan. And that brought in over 150 million shares. That was an effort that, between Jerry, myself, our proxy solicitor s, was really important to make this possible. Going through the list, there is about 60 million institutional shares which have not been voted yet. And there is a very extensive effort going on as we speak for me to speak with them this week. Doing my math, if we even got a quarter of them to come in, we'll be in pretty good shape. Not only are we engaged with the proxy solicitors, our bankers I've reached out to and other folks I know to help get them voted. But I would say that I think it's fair to say, Jerry, I don't know of one institution who voted no. Every institution who voted voted yes. ISS and Glass Lewis all voted yes on all three proposals. So anyone who's kind of studied this, has supported this, and understands the company's needs for authorized shares, understands that if the shares aren't authorized by this proposal two, that we will increase the number of shares with a reverse stock split. So it is clearly understood by institutions that these shares are going to be needed to meet our contractual obligations. And it's why we're doing it now. How about business question, Teal? Okay. Andy, can you tell us about the hydrogen economy in the U.S., the successes you've seen in 2025? Yeah. So I'm probably more optimistic in general. As many of you know, I've been around this industry for a long time. I've seen the ups. I've seen the downs. But if I really take a look at it, I think the perception that the U.S. hydrogen economy is down isn't really, I think, a fair view of the world. I think if you take a real look at the bill that passed in July through 2032, the fuel cell tax credit, the 30% tax credit, was included in the bill. That's a big deal. I've developed a great deal, and that really has helped us with our traditional material handling customers. And it's also giving us ideas about how we can move the business into other sectors, which makes it attractive. That bill also provided through 2027 for anything that's constructed a tax credit for generation of hydrogen. And our Georgia plant will have it through 2032. So I'm not nearly and we have deals floating in the U.S. And I can tell you Jose and company Jose'd be with me here today, but he's been hanging out with the sales force. And many of the deals are here in the U.S. So I'm not nearly as negative about the U.S. I think that people at the Department of Energy are serious energy people. I've established a lot of respect for the folks I've dealt with there. And I may not always agree with them, but that's okay. But I don't think I think when you think about the U.S. being energy dominant, which is the U.S.'s goal, hydrogen matters. Green hydrogen matters because customers around the world want it. The U.S. is in a better position to do that than most other regions of the world, maybe in the best position to do that. The people at the DOE understand the vast advantages the U.S. has in the energy world and want to continue it for the future. Andy, if I can ask a follow-on question to that. What milestones have been achieved in scaling Plug's hydrogen production in your U.S. plants? Yeah. I love the plant in Georgia. When I go there, it's kind of remarkable. It costs money to build it. But between there, the site that we did with Olin, which I have to say, lots of the learnings from the first hydrogen plant, we pushed on to the second hydrogen plant in Louisiana. Look, don't expect to do it this year, but we are thinking about the future. Not only providing hydrogen and building plants with ourselves and partners, but how you think about, for example, the space industry when you kind of look at our recent deal with NASA. I'm excited about where the plants could be. We have some really kind of interesting thoughts going on with the plants and maybe data centers and coupling them together. So there's a lot of fascinating work going on to make those plants continue to grow the plants. Georgia's the best-selling tool we have. And I got to remind people that those stacks are made in the premier PEM electrolyzer stack facility in the world in Rochester. And the systems here in the U.S. are made in our state-of-the-art facility here outside Albany, New York. So I think the future of the plants for our electrolyzer business, I think where Jose will help take us, is really, really exciting. Back to meeting questions? Yeah, yeah. I'll take another. I like those questions better. But go ahead. Meeting questions, Teal. We have a couple more on the meeting. So the next question. How many more shares are needed to get proposal number two passed? Yeah. Looks like to me, it's below 40 million at the moment. And I mentioned the institutions. There's 60 million. So the last time I looked, 52% of the shares I think I got that number right, Jerry, have voted. Just over 52%. So there's 48% that haven't voted, which represents, if you do your math quickly, about 670 million shares. So we need about 38 million of those to vote. The institutions, as I mentioned, I've looked at, have about 60 million shares that we're talking to. If we can crack the European just a bit to make life easier, it'll be really, really good. I have found people who haven't voted who actually are who didn't even know they didn't vote. So it is important that you vote. As I mentioned, if you, for example, have shares in Fidelity, your vote could almost count twice. So that's kind of the mathematics to get there. Okay, Andy. Another business excuse me, meeting question. If the February 5th meeting is adjourned to provide more time to get the required votes, when is the latest date the special meeting will close for good? I think if I was going to say probably around the 16th or 17th is probably a fair date. Okay. Another meeting question. What reverse split amount would be necessary if, unfortunately, proposal two is not approved? Yeah. So the minimum, if I say, I could do is a one to five, which would authorize 1.2 million shares. So that's the minimum. A 10 to one, a one to 10, would actually free 1.35 billion. So just to let people know, that's kind of the numbers we're talking about today. It may sound what's wrong, Jerry? Mm-hmm. Yeah. It It may sound strange, but that's really, we have the authority to do that. And we have to do that. I did have a question by someone who questioned why we would do this at this time. It's really, really clear the reason we're doing it now is because we have to. We don't have any other choice. So I really put out my blog this morning. I really don't want to do a reverse stock split. I think there's some anticipation of a reverse stock split in the market because that's kind of what you see in the stock over the last couple of days. I can tell you that there is a roadmap here. There's lots of shares to get people to vote. I think that Jerry and I, the proxy solicitor, Paul, we're all taking this as our personal mission to make sure we get votes. Now, I found an employee in the hallway who had about 100,000 shares and didn't vote. So if you haven't voted, please vote. Paul's sitting here with me also. Paul has about 2 million shares. And he voted right, thank goodness. So that's kind of where we stand. Another business one, Teal. Another business one. Okay. What gives you confidence Plug can survive and scale long-term? Oh. That's not hard because I know the land so let's start with a premise. Hydrogen's going to be important to the world. I don't know if it's going to be 10% of world's energy. I don't know if it's going to be 20% of world's energy. But if Europe wants to be energy independent, it's going to need hydrogen. The U.S., if it wants to continue to dominate globally, is going to need hydrogen. The world is going to solar and wind and geothermal and nuclear. And hydrogen plays very well with nuclear, regardless of how folks may think about the short term. And then knowing this I know folks pretty well. Folks who are my competitors or friends, folks who are partners I'm friendly with. I've seen lots of the world. And I can honestly say, first, no company with fuel cells next to maybe Toyota and Hyundai have had the real-world experience that Plug has had. And I would even say Toyota's never ran an operation 24/7 at minus 25 degrees Celsius and driving out the 25 degrees Celsius. Experience matters. And we've learned so much building our fuel cell products but actually living with real customers day in, day out. In our electrolyzer business, no one's built more PEM electrolyzers than Plug. And there, we have a unique advantage. By running our own plants, we find out what's good. We find out what's bad. And we make improvements when we find out what's bad. And then I've been to many factories. No one in the world can match Rochester. No one in the world can match here. This company will remain dominant if we continue to innovate. I have people like Luke Wenlet who leads my product development organization. That's probably no, I worked at Bell Labs. Some folks on this call may remember what Bell Labs was. But I've worked with people who I worked with astronauts at Bell Labs that changed the world. Plug has those kind of folks who will continue to innovate and will continue to innovate working with customers. If we continue that equation, there's no doubt in my mind we will win this game. It's why I'm staying on as chairman because I want to help Jose continue to go out and win this game. We want to be the winners, let me be clear. Quite honestly, it's one of the reasons a yes vote on prop two and all the propositions really, really help. So you can help us. A strong stock price, and it'll be stronger if you vote yes on prop two, as I outlined in the blog today. Where do you want to go next, Andy? Business question or meeting question? Give me another business. Another business question. Okay. What concrete steps are being taken to reduce cash burn and debt? So I think we knocked out a lot of debt here. That's why we did the convert deal to get rid of the term loan and that high interest rate. I think we moved the interest rate, Paul, down from was it, what, 13%-14%? Yeah. It's down to like 7, yeah. Down to 7. So we wanted to convert. So we knocked a lot of debt down there. I think, Paul, our cash use probably dramatically reduced by at least 50% last year. With Project Quantum Leap, we're seeing improvements in the first three quarters in gross margins. We're seeing an increase in revenue. So we are laser-focused to achieve EBITDA break-even by the end of 2026. I hear Jose pushing people hard towards that goal. And there is a laser-focused issue, laser-focused on reducing cash burn. But we also have to continue to grow the business because if you look at the business itself, it's highly leveraged. So highly leveraged with sales. More sales covers fixed costs. And that is why we have to control expenses, and we have to grow. Also, we have to do both because we do want to be the ultimate big winner in this industry. Excellent, Andy. We have a couple meeting questions, if that's okay? Okay. Sure. If we voted yes, do we need to vote again? No. If you voted yes, I would ask you to. I have a long-term investor I've spoken to for 18 years who sent me a list of folks that haven't voted yet. So if you voted yes and if you know another shareholder who either voted no or abstained or hasn't voted, please reach out and ask them to vote yes. Okay, Andy. If prop one, proposal one, gets the required votes to pass, does it change the votes needed to pass proposal two? Or will the reverse split still have to go through? Yeah. So let me take a step back. So the answer to that question is proposal two has to pass for proposal one, regardless of proposal one. But also, from a this is a little bit maybe more details. But proposal two is a routine proposal. And Jerry's shaking his head yes that I'm saying it right and needs 50% plus one vote of all outstanding shares to pass. And on that one, the brokers can vote proportionally. Proposal one is not a routine proposal and requires people to vote in the affirmative. And that's a much, much higher hurdle. So I don't think that's going to happen. My suspicion is proposal one will also be on the June vote for the annual shareholders' meeting. Look, a strong showing in proposal one actually helps us in many ways with the regulators and maybe have another discussion about proposal one with them. Excellent, Andy. The next question, this is a long one, so bear with me. The company implemented a Series F mirroring preferred stock with the super voting rights for the July 3rd, 2025, stockholder meeting to reflect the preference of holders of common stock to vote on the reverse stock split. As a holder of Plug common shares since 2020, my questions are: why was this not used to reflect the preference of the holders of common stock to vote on the proposal to increase the authorized shares that was also on the July 3rd ballot instead of the reverse split or in addition to reverse split proposals? It would have made my life much easier if we would have done that. I've been on the phone with lawyers and NASDAQ for six months. The reason we didn't just do the reverse stock split so the common shareholders voted 61% back in July June, July? July. July for a reverse stock split. They voted almost 90% for an increase in authorized shares. Because of the rules and regulations, we could not use the super preferred for the authorized shares. What we heard, though, was the people who voted and if you really think about 90%-60%, there were 50% more people who voted for an increase in authorized shares than voted for a reverse stock split. When the company looked at those numbers, we felt an obligation to the common shareholders to go the extra effort to increase the number of authorized shares. So by having this vote and by pushing so hard, what we're doing is really listening to the will of the voters. If it would have been the other way around, I wouldn't be having this meeting. But that's really what has driven why this is happening. Okay, Andy. Just looking through, how about a business question? Yeah. What is the market potential for Plug with data centers? So, I don't want to overemphasize. We have been thinking about this a great deal. And there's a roadmap where you could think about a combination of electrolyzers and stationary products where, for a data center, you could actually bring three features to. You could provide power during peak load times on the grid. You could be, say, at 3:00 A.M., when the grid has extra power, you could be creating hydrogen. And that hydrogen could be used for our customers in material handling like Walmart and Amazon. Or it could be used to power the stationary products during peak time. So there's a lot of effort going on, a lot of modeling, a lot of work going on to really think about what the ecosystem at a data center using hydrogen should look like and how to leverage our unique position being the largest user of liquid hydrogen. And let me be clear, in the world, bigger than NASA. We have another meeting question, Andy. How confident are you that we won't need a split in 12 months anyway? Look, I'm not a seer. I feel really confident with the outlook. We have stabilized the business over the past year and continue to grow it. I'm really confident that we're creating value for shareholders and that if we execute on our plan and quite honestly, if we execute on 60%-70% of our plan, I am not worried that that's a possibility. Look, voters would have a say. So it would not be something voters wouldn't have a choice to participate in because we're not going to have a reverse stock split if Proposal 2 passes between now and July 1 when the next shareholder meeting would be. At that time, the right to do a reverse stock split goes away. So I'm not exactly. I don't expect that. I really believe in our plan. I believe we've taken the right steps with our focus. Quite honestly, it's one of the reasons I feel comfortable stepping back just to be the chairman because I believe the business is well positioned to grow as the other question that came up allows us to really be a dominant player in the market. Thank you. As a reminder, everyone. Sorry, Andy. If you'd like to ask a question, just type it into the ask a question feature on your screen. Back over to you. Thanks. Thanks, Kevin. Kevin, I've been doing this for 18 years too. Teal, any further questions? Yeah. We have just a couple more, Kevin. Andy, someone asked, since share votes are tied up in other countries, couldn't the court system offer some assistance? I don't know what the court system is. Do you, Jerry? The court. Oh, the court system. Court system. The court. Yes. Look, this is February 1. I have to have the authorized shares ready by February 28th. I don't think the court system is going to help us. And look, I don't think that's it. It's just not the speed of government and the speed of the business when it comes to activities like this don't really align. Okay, Andy. It looks like you have gone through your questions. We don't have anything else coming in on the line. Okay. So I'm going to do my pitch one more time. I want to, again, thank those who voted yes on proposition two and proposition one. And if you voted yes and you know someone who hasn't voted, ask them to vote. And if you know someone who voted no, please try to persuade or abstain. Please try to persuade them that it's in their interest because if proposal two fails to pass and I, quite honestly, have a lot of confidence it will when I count votes and know where they're coming from that we would have to do a reverse stock split. We would increase the number of authorized shares. So by voting for prop two, you are voting for an increase in authorized shares also. But you're also voting for a reverse stock split. A lot of you told me back in July, you didn't want that, and that's why we continue to talk to you. Made great improvements over the past three or four days. I expect that I have a pretty aggressive call scheduled today where I'll be reaching out to people personally and institutions and some retail holders to vote. So please vote. But you also can contact the company's proxy solicitor, Sodali & Co. And they'll help you through it. They're really good. Best proxy solicitor I've dealt with, and their number's 833-924-7453. 833-924-7453. And they'll help you. And if you don't like talking on the phone I know a lot of young people don't like talking on the phone. You can actually reach out to them at plug@investor.sodali.com. That's plug@investor.sodali.com. And hey, look, thank you for taking the time this morning. Thank you for being Plug shareholders. I'm sure you'll get to hear me again on Thursday. Thanks again. Bye now. Thank you. That does conclude today's teleconference webcast. You may disconnect your line at this time and have a wonderful day. We thank you for your participation today.