Plug Power eliminates warrant dilution through new license deal with Walmart

Plug Power Inc. (NASDAQ: PLUG) entered into a Release Event License Agreement with Walmart Inc. on December 30, 2025, according to a company statement.

Under the agreement, Plug Power will grant Walmart a contingent license to access escrowed GenKey System-related materials upon specified release events. Walmart may use these materials solely for internal GenKey System maintenance at its facilities. Plug Power retains all intellectual property rights to the escrowed materials and GenKey System.

The company will place software, documentation and related materials associated with the GenKey system into escrow for Walmart's benefit. The agreement establishes a framework for Plug Power to identify alternative stack suppliers and provides Walmart with conditional rights related to stack sourcing under limited circumstances.

Walmart will pay an initial license fee upon escrow deposit confirmation and annual license fees. In the event of a release event, Walmart will pay increased annual and one-time fees. Walmart will receive compensation from Plug Power for costs incurred to sustain industrial truck operational capabilities under certain circumstances.

As part of the agreement, Walmart terminated a July 20, 2017 transaction agreement and forfeited all vested portions of a warrant to purchase up to 55,286,696 shares of Plug Power common stock. The cancellation of unvested warrant portions eliminates potential future dilution of up to 42,192,479 shares. As of December 30, 34,554,185 shares subject to the warrant had vested and 7,638,294 shares remained unvested.

The 15-year agreement includes mutual indemnification and limitation of liability provisions. Either party may terminate upon material uncured breaches that remain unresolved for 60 days after written notice.

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