Plug Power Inc. is approaching a pivotal corporate decision. The company has convened a special meeting for Thursday, February 5, 2026, where shareholders will vote on a proposal to double the number of authorized shares from 1.5 billion to 3 billion. Management, led by CEO Andy Marsh, is actively campaigning for approval, warning that a failure to pass the measure could force a reverse stock split.
A Narrow Path to Approval
The upcoming vote follows a postponement. Initially scheduled for January 29, the meeting was delayed due to insufficient voter participation. In a recent update on February 3, CEO Andy Marsh indicated the proposal is nearing the required threshold, stating the company now needs approval representing only about 1% more of the outstanding shares to secure a majority. This marks a significant narrowing from a gap of 3.14% reported in late January.
The company frames the vote as urgent. According to Plug Power, securing the increased share authorization is necessary to meet contractual obligations stemming from recent financing arrangements. An investor forum was held on February 2 in a final push to garner support.
Legal and Financial Headwinds Create Pressure
This potential capital raise unfolds against a backdrop of financial strain and legal challenges. While management has highlighted progress in reducing its cash burn and maintains a target of reaching EBITDA breakeven by the end of 2026, it faces mounting investor concerns.
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Several law firms have filed class-action lawsuits on behalf of shareholders. The allegations center on claims of misleading statements regarding a $1.66 billion loan guarantee from the U.S. Department of Energy (DOE) and the status of planned hydrogen production facilities. Plug Power subsequently disclosed it had suspended its activities related to the DOE program.
Operational Progress Provides a Counterpoint
Amid the corporate and financial turbulence, the company reported an operational milestone. In late January, Plug Power announced the successful installation of 100 MW of electrolyzers at a refinery in Sines, Portugal. Commissioning is slated to begin in the coming months, representing a key phase for one of Europe’s largest green hydrogen projects.
The stock has felt the weight of these mixed developments, declining by over 17% in the past week. The outcome of Thursday’s shareholder vote is widely expected to set the near-term trajectory for the equity.
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