UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934

April 24, 2026

Commission File Number: 000-53543

SIGNATURES

EXHIBIT INDEX

Exhibit 99.1

2026

BALLARD POWER SYSTEMS INC.

NOTICE OF ANNUAL MEETING and
MANAGEMENT PROXY CIRCULAR

TABLE OF CONTENTS

CAUTION REGARDING FORWARD-LOOKING STATEMENTS

This document contains forward-looking statements concerning anticipated markets for our products, implementation of government policy initiatives, planned manufacturing capacity expansion, product cost reduction activities and planned investments. These forward-looking statements reflect Ballard’s current expectations as contemplated under section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Any such statements are based on Ballard’s assumptions relating to its financial forecasts and expectations regarding its product development efforts, manufacturing capacity, and market demand. For a detailed discussion of the factors and assumptions that these statements are based upon, and factors that could cause our actual results or outcomes to differ materially, please refer to Ballard’s most recent management’s discussion & analysis. Other risks and uncertainties that may cause Ballard’s actual results to be materially different include general economic and regulatory changes, detrimental reliance on third parties, successfully achieving our business plans and achieving and sustaining profitability. For a detailed discussion of these and other risk factors that could affect Ballard’s future performance, please refer to Ballard’s most recent Annual Information Form. These forward-looking statements are provided to enable external stakeholders to understand Ballard’s expectations as at the date of this document and may not be appropriate for other purposes. Readers should not place undue reliance on these statements and Ballard assumes no obligation to update or release any revisions to them, other than as required under applicable legislation.

BALLARD POWER SYSTEMS INC.

9000 Glenlyon Parkway

Burnaby, British Columbia, Canada V5J 5J8

NOTICE OF ANNUAL MEETING

TO OUR SHAREHOLDERS:

Our 2026 Annual Meeting (the “Meeting”) will be held on Wednesday, June 3, 2026, at 1:00 p.m. (Pacific Daylight Time). As last year, the Meeting will be a virtual meeting of shareholders. You will be able to attend the Meeting, vote, and submit your questions via live webcast by visiting https://meetings.lumiconnect.com/400-872-177-983.

The Meeting will be held for the following purposes:

A detailed description of the matters to be dealt with at the Meeting are included with this Notice. To participate in the Meeting, shareholders will need to visit https://meetings.lumiconnect.com/400-872-177-983 and log-in using the 12-digit control number included either on your proxy form or voting instruction form, as applicable. The Meeting platform is fully supported across browsers and devices running the most updated version of applicable software plug-ins. You should ensure you have a strong, preferably high-speed, internet connection wherever you intend to participate in the Meeting. The Meeting will begin promptly at 1:00 p.m. (Pacific Daylight Time) on Wednesday, June 3, 2026. Online check-in will begin 15 minutes prior, at 12:45 p.m. (PDT). You should allow ample time for online check-in procedures.

Registered shareholders and duly appointed proxyholders will be able to attend, participate and vote at the Meeting online at https://meetings.lumiconnect.com/400-872-177-983. Beneficial shareholders (being shareholders who hold their Shares through a broker, investment dealer, bank, trust company, custodian, nominee or other intermediary) who have not duly appointed themselves as proxyholder will not be able to attend, participate or vote at the Meeting. Guests will be able to attend the Meeting by joining the webcast as a guest, but they will not be able to submit questions or vote.

DATED at Burnaby, British Columbia, Canada, April 6, 2026.

LETTER FROM OUR BOARD CHAIR

Fellow Shareholders:

Over the past year, your Board has worked closely with Ballard’s leadership team to conduct a comprehensive structural review of the company. Our objective has been clear: to strengthen our financial position, sharpen our strategic focus, and drive long-term shareholder value. We are encouraged by the improvement in our financial performance and the meaningful steps taken to reduce cash usage and enhance operational discipline. We continue to be committed to ensuring our investments, cost structure, and strategic initiatives are aligned with sustainable value creation.

This year, the company underwent a CEO transition, and we are pleased to welcome Marty Neese as Chief Executive Officer. Marty previously served as a member of our Board and brings deep industry knowledge, operational discipline, and strategic experience that align closely with Ballard’s current priorities. His familiarity with the company, combined with his leadership background, positions him well to sharpen Ballard’s focus on execution and financial performance. We also thank Randy MacEwen for his leadership and dedication over the past decade. Randy played an important role in advancing Ballard’s technology and global partnerships, and we appreciate his years of service to the company.

The Board also oversaw important structural changes designed to better align our cost structure and operating model with market realities. These actions were difficult and required careful consideration. However, we are confident these actions were necessary to ensure the long-term health and sustainability of Ballard. Our aim was to create a leaner, more agile organization positioned to compete effectively and deliver improved results.

In parallel, we are driving a shift in strategy to prioritize near-term profitability through market opportunities with clearer paths to revenue and gross margin expansion. This includes focusing innovation on reducing product costs, new revenue streams through expanded service offerings, and by increasing our presence in established markets where we see opportunities to grow. This disciplined approach is designed to accelerate progress toward profitability and long-term shareholder value.

On behalf of the Board, I would also like to thank Janet Woodruff for her dedicated service. Janet will retire this year and will not seek re-election. She has been a thoughtful and valued contributor to the Board, and we are grateful for her leadership and commitment during an important period of transition for the company.

We also extend our sincere appreciation to our employees for their resilience, professionalism, and commitment during a year of significant change. Their effort and dedication are critical to executing our strategy. To our shareholders, thank you for your continued trust and support as we take decisive actions to strengthen Ballard and position the company for long-term success. While we have sharpened our operating model and cost structure, our core mission remains unchanged: to advance fuel cell technology and enable the global transition to clean energy.

EXECUTIVE SUMMARY

SUMMARY OF THE MEETING

The highlights of the Meeting are outlined below. Please take the time to read the full document prior to voting your Shares.

MATTERS TO BE VOTED ON

ELECTION OF DIRECTORS

Shareholders will be asked to vote on our director nominees below. See Section 2: Business of the Meeting on page 8. Each of our director nominees has executive leadership experience and experience developing and implementing corporate strategy, and further contributes their expertise in the areas listed. For more information concerning our nominees, see Section 3: Election of Directors on page 10.

Audit = Audit Committee | Commercial = Commercial Committee | NGC = Nominating & Governance Committee | PCC = People & Compensation Committee | SGC = Sustainability & Governance Committee

¹ In September 2025, the SGC and Commercial Committee were merged to form the NGC. At that time, all independent board members were appointed as members of each standing committee - Audit, the NGC, and the PCC. See more information in Section 4: Committees of the Board on page 22.

² As Weichai nominee directors, Mr. Chen and Mr. Wang are not eligible to serve on Board committees. See more information in Section 4: Committees of the Board on page 22.

³ Mr. Neese was appointed President & CEO on July 7, 2025. From that time, he ceased being an independent director and was not eligible to serve on Board committees. The information provided relates to his time as an independent director.

⁴ Mr. Wang was nominated by Weichai and appointed to the Board on August 8, 2025, following the resignation of Mr. Yingbo Wang on August 7, 2025.

APPOINTMENT OF AUDITORS

Our Audit Committee has recommended that KPMG LLP, Chartered Accountants, of 777 Dunsmuir Street, Vancouver, British Columbia, be nominated at the Meeting for re-appointment as our external auditors. See Section 2: Business of the Meeting on page 8.

ADVISORY VOTE ON EXECUTIVE COMPENSATION

Shareholders may take part in our advisory vote on executive compensation to have a say in the compensation of our executive team. See more information in Section 2: Business of the Meeting on page 8.

SECTION 1: VOTING INFORMATION

DISTRIBUTION OF MEETING MATERIALS TO BENEFICIAL SHAREHOLDERS

Ballard has distributed copies of the notice-and-access notice and voting instruction form to the depositories and intermediaries for onward distribution to beneficial shareholders. Beneficial shareholders who have previously provided standing instructions will receive a paper copy of the Notice of Meeting and Circular. The Annual Report containing our financial statements and related management’s discussion and analysis will be sent to those shareholders that have requested a copy. If you are a beneficial shareholder and Ballard or its agent has sent these materials directly to you, your name and address and information about your holdings and securities have been obtained in accordance with securities regulatory requirements from the intermediary holding on your behalf.

OBTAINING A PAPER COPY OF THE CIRCULAR AND FINANCIAL STATEMENTS

In lieu of mailing the Notice of Meeting, Circular and annual report containing our audited financial statements and management’s discussion and analysis for the year ended December 31, 2025, Ballard is using notice-and-access to provide an electronic copy of these documents to registered shareholders and beneficial shareholders by posting them on www.ballard.com and on Ballard’s profile on SEDAR+ (www.sedarplus.ca). For more information regarding notice-and-access, you may call toll free at 1-844-916-0609 (English) or 1-844-973- 0593 (French), from Canada or the United States.

If you wish to obtain a paper copy of these documents, you may call toll free at 1-877-907-7643, from Canada or the United States and enter the 16-digit control number located on your form of proxy or voting instruction form.

If you do not have a control number, please call toll free at

You must call to request a paper copy by May 20, 2026, in order to receive a paper copy prior to the deadline for submission of your voting instructions or form of proxy. If your request is received on or after the date of the Meeting, then the documents will be sent to you within ten calendar days of your request. Ballard will provide a paper copy of the documents to any registered or beneficial shareholder upon request for a period of one year following the date of the filing of this Circular on SEDAR+ (www.sedarplus.ca).

If you have standing instructions to receive paper copies of these documents and would like to revoke them, please call the individual who services your account.

SOLICITATION OF PROXIES

This Circular is furnished in connection with the solicitation of proxies by our management in connection with the Meeting to be held on Wednesday, June 3, 2026, at 1:00 p.m. (Pacific Daylight Time), or the date and place of any adjournment thereof. We are soliciting proxies primarily by mail, but our directors, officers and employees may solicit proxies personally, by telephone, or by other means of electronic communication. The cost of the solicitation will be borne by us. The approximate date on which this Circular and the related materials are first being sent to registered shareholders is April 20, 2026.

HOW TO VOTE

Shareholders are encouraged to vote in advance of the Meeting at https://login.odysseytrust.com/pxlogin.

Even if you currently plan to participate in the Meeting, you should consider voting your Shares by proxy in advance so that your vote will be counted if you later decide not to attend the Meeting or if you are unable to access the Meeting for any reason.

Vote Options

Appointing a Proxyholder

The following applies to shareholders who wish to appoint a person (a “proxyholder”) other than the management nominees named in the form of proxy or voting instruction form to represent them at the Meeting. Beneficial shareholders who wish attend, participate, or vote at the Meeting must also follow the process below to appoint themselves as proxyholder.

Shareholders who wish to appoint a proxyholder to attend the Meeting and vote their Shares MUST submit their proxy or voting information form (as applicable) appointing their proxyholder AND register them, as described below. Registering your proxyholder is an additional step to be completed AFTER you have submitted your proxy or voting information form. Failure to register your proxyholder will result in the proxyholder not receiving a Username to attend, participate, or vote at the Meeting.

Beneficial Shareholders

If you are a beneficial shareholder and wish to attend, participate, or vote at the Meeting, you have to appoint yourself as proxyholder by inserting your own name in the space provided on the voting instruction form sent to you by your intermediary, follow all of the applicable instructions provided by your intermediary AND register yourself as your proxyholder, as described above. By doing so, you are instructing your intermediary to appoint you as proxyholder. It is important that you comply with the signature and return instructions provided by your intermediary. Please also see further instructions below under the heading “How do I attend and participate at the Meeting?”.

Legal Proxy – US Beneficial Shareholders

If you are a beneficial shareholder located in the United States and wish to attend, participate, or vote at the Meeting or, if permitted, appoint a third party as your proxyholder, in addition to the steps described above, you must obtain a valid legal proxy from your intermediary. Follow the instructions from your intermediary included with the legal proxy form and the voting information form sent to you or contact your intermediary to request a legal proxy form if you have not received one. After obtaining a valid legal proxy from your intermediary, you must then submit it to Odyssey. Requests for registration from beneficial shareholders located in the United States that wish to attend, participate or vote at the Meeting or, if permitted, appoint a third party as their proxyholder must be sent by e-mail to appointee@odysseytrust.com and received by 5:00 p.m. (PDT) Monday, June 1, 2026. Please also see further instructions below under the heading “How do I attend and participate at the Meeting?”.

How do I attend and participate at the Meeting?

The Company is holding the Meeting as a completely virtual meeting, which will be conducted via live webcast. Shareholders will not be able to attend the Meeting in person. In order to attend, participate, or vote at the Meeting, shareholders must have a valid Username.

Registered shareholders and duly appointed proxyholders will be able to attend, participate and vote at the Meeting online at https://meetings.lumiconnect.com/400-872-177-983. You may then enter the Meeting by clicking “I have a login” and entering a Username and Password before the start of the Meeting:

Username

Password: The password to the Meeting is “ballard2026” (case sensitive).

Only registered shareholders and duly appointed proxyholders will be entitled to attend, participate, and vote at the Meeting. Beneficial shareholders who have not duly appointed themselves as proxyholder will not be able to attend, participate, or vote at the Meeting. Shareholders who wish to appoint a proxyholder to represent them at the Meeting (including beneficial shareholders who wish to appoint themselves as proxyholder) MUST submit their duly completed proxy or voting instruction form AND register the proxyholder. See “Appointing a Proxyholder”.

Proxy Cut-off

You are encouraged to provide your voting instructions or appoint your proxyholder in accordance with the instructions set out above by no later than 5:00 p.m. (PDT) on Monday, June 1, 2026, or if the Meeting is adjourned, at least 48 hours (not including Saturdays, Sundays or statutory holidays in B.C.) prior to the reconvened meeting (the proxy cut-off). If you prefer, you may also complete and return your form of proxy to Odyssey Trust Company, Attn: Proxy Department, Suite 1100, 67 Yonge St., Toronto, ON M5E 1J8. Odyssey must receive your completed form of proxy or voting instruction form prior to the proxy deadline.

Providing your voting instructions or voting by proxy cut-off will ensure your vote is counted at the Meeting even if you later decide not to attend the Meeting or are unable to access it in the event of technical difficulties. If you attend and vote at the Meeting during the live webcast, any proxy you have previously given will be revoked.

Changing Your Voting Instructions

If you change your mind about how you want to vote your Shares, you can revoke your proxy form or voting instruction form by voting again on the internet or by phone.

Registered shareholders can revoke their instructions by delivering a signed written notice executed by the registered shareholder or by his or her attorney authorized in writing or, where the registered shareholder is a company, by a duly authorized officer or attorney of that company, and delivered to:

Beneficial shareholders who are unable to vote on the internet or by phone should consult their intermediary if they wish to revoke their instructions.

A proxy may also be revoked in any other manner provided by law. Any revocation of a proxy will not affect a matter on which a vote is taken before such revocation.

VOTING OF SHARES AND EXERCISE OF DISCRETION BY PROXIES

If you complete and submit your proxy properly, then the proxyholder named in the accompanying form of proxy will vote or withhold from voting the Shares represented by the proxy in accordance with your instructions.

If you do not specify a choice on any given matter to be voted upon, your Shares will be voted in favour of such matter. The proxy grants the proxyholder the discretion to vote on amendments to or variations of matters identified in the Notice of Annual Meeting and with respect to other matters that may properly come before the Meeting.

VOTING SHARES AND PRINCIPAL SHAREHOLDERS

As of the Record Date of April 6, 2026, we had 301,475,849 Shares issued and outstanding, each carrying the right to one vote. Every individual who is present as a registered shareholder or as a representative of one or more corporate registered shareholders, or who is holding a proxy on behalf of a registered shareholder who is not present at the Meeting, will have one vote for each Share recorded in the registered shareholder’s name in Ballard’s central securities register.

As of the Record Date, Weichai Power Co., Ltd. (“Weichai”) beneficially owns 46,131,712 Shares, representing 15.3% of all issued and outstanding Shares, each carrying the right to one vote. As of the Record Date, to the knowledge of our directors and executive officers, no other person beneficially owns, controls or directs, directly or indirectly, Shares carrying more than 10% of the voting rights attached to all issued and outstanding Shares carrying the right to vote in all circumstances.

INTEREST OF CERTAIN PERSONS OR COMPANIES IN MATTERS TO BE ACTED UPON

No one who has been a director, director nominee or executive officer of ours at any time since January 1, 2026, or any of his or her associates or affiliates, has any material interest, direct or indirect, by way of beneficial ownership of Shares or otherwise, in any matter to be acted on at the Meeting other than the election of directors.

SECTION 2: BUSINESS OF THE MEETING

REPORT OF MANAGEMENT AND CONSOLIDATED FINANCIAL STATEMENTS

The report of management and the audited consolidated financial statements for the year ended December 31, 2025, including management’s discussion and analysis, are contained in the Ballard 2025 annual report. All shareholders should have received the 2025 annual report electronically or by mail, or have received a notice-and-access notification.

If you did not receive a copy, you may view it online (www.ballard.com/investor-hub) or to obtain a paper copy, see “Obtaining a Paper Copy of the Circular and Financial Statements” on page 5, above.

ELECTION OF DIRECTORS

At the Meeting you will be asked to elect eight directors. All our nominees are currently members of the Board.

Each shareholder will be entitled to vote for, or withhold their votes from, the election of each director. Under our majority voting policy, if a director is elected in an uncontested election where more votes are withheld than voted in favour of their election, then the director will be required to tender their resignation to the Board. The NGC will consider the matter and make a recommendation to the Board. Absent extraordinary circumstances, the resignation will be accepted. Any director who tenders their resignation will not participate in the deliberations of either the NGC or the Board relating to the resignation. The Board will decide whether or not to accept the tendered resignation and within 90 days after the shareholders’ meeting, issue a press release which either confirms that they have accepted the resignation or provides an explanation for why they have refused to accept it. Our majority voting policy is included in our Corporate Governance Policies, which can be found on our website at www.ballard.com/investor-hub.

Each elected director will hold office until the end of our next annual shareholders’ meeting (or if no director is then elected, until a successor is elected) unless the director resigns or is otherwise removed from office earlier. If any nominee for election as a director advises us that she or he is unable to serve as a director, the persons named in the enclosed proxy will vote to elect a substitute director at their discretion.

As part of the collaboration with Weichai announced on November 13, 2018, Weichai has the right to nominate two directors to Ballard’s Board so long as Weichai holds at least 15% of Ballard’s outstanding Shares.

APPOINTMENT OF AUDITORS

Our Audit Committee has recommended that KPMG LLP, Chartered Accountants, of 777 Dunsmuir Street, Vancouver, British Columbia, be nominated at the Meeting for re-appointment as our external auditors. Our Audit Committee will fix the remuneration of our external auditors if authorized to do so by shareholders at the Meeting. It is expected that representatives of KPMG LLP will be present at the Meeting. KPMG LLP were appointed as our external auditors in 1999. We comply with the requirement to rotate our audit engagement partner every five years. A new audit engagement partner was appointed in 2025.

The following table shows the total fees we incurred with KPMG LLP in 2025 and 2024:

ADVISORY VOTE ON EXECUTIVE COMPENSATION

The People & Compensation Committee (“PCC”) monitors developments and trends of best practices relating to executive compensation, including relating to “say-on-pay” in Canada and in the United States. In the United States, the SEC has established “say-on-pay” advisory shareholder vote requirements for certain issuers. Although Ballard’s Shares are traded on NASDAQ, Ballard is a “foreign private issuer” under applicable SEC rules and, accordingly, these requirements do not apply to Ballard. Although “say-on-pay” shareholder votes have yet to be mandated in Canada, a number of larger issuers in Canada have voluntarily implemented such advisory votes. Ballard has voluntarily implemented “say on pay” advisory votes since 2011.

The PCC recommended to the Board that shareholders again be provided the opportunity, on an advisory basis, to vote at the Meeting in respect of Ballard’s approach to executive compensation. The PCC also recommended that adoption by the Board of a formal “say-on-pay” policy should continue to be deferred until Canadian securities regulatory authorities have set out the applicable regulatory requirements.

Accordingly, shareholders are able to vote at this Meeting, on an advisory and non-binding basis, “FOR” or “AGAINST” Ballard’s current approach to executive compensation through the following resolution:

The Board believes that shareholders should be well informed about and fully understand the objectives, philosophy and principles that it has used to make executive compensation decisions. For information regarding Ballard’s approach to executive compensation, shareholders should review the section entitled “Executive Compensation – Compensation Discussion and Analysis” on page 30.

Approval of the above advisory resolution will require an affirmative vote of a majority of the votes cast on the matter at the Meeting. Abstentions will have no effect and will not be counted as votes cast on the resolution. As the vote on this resolution is advisory, the results will not be binding on the Board or the PCC. However, the Board and the PCC will take the results of the advisory vote into account, as appropriate, as part of their ongoing review of Ballard’s executive compensation objectives, philosophy, principles, policies and programs.

SECTION 3: ELECTION OF DIRECTORS

SUMMARY OF DIRECTOR NOMINEES

There are eight directors proposed for election to the Board at the Meeting. The director nominees are:

Independence

With Ms. Woodruff’s retirement from the Board, we are currently below our target of 30% women directors. The Board is reviewing board size and succession plans for independent directors and plans to regain this target within a reasonable time. Recognizing that the Board is engaged and responsible for the search and nomination of independent directors, it should be noted that two out of the five independent directors currently (40%) are women directors.

Ballard’s director nominees represent a well-rounded diversity of skills, knowledge, experience and perspectives and all are seasoned leaders.

Board Competencies/Skills Matrix

The NGC defines director competency as skill, knowledge, education, experience or expertise that can be measured and contributes to director effectiveness. It is not necessary for directors to be expert in most or even many competencies. What is important is that the Board has the collective knowledge and experience to provide oversight and strategic advice to management. The NGC and the Board have determined that the following competencies are the most relevant for the Board at this time:

Annually, each director completes a self-assessment of their knowledge, skills and experience for each of the relevant competencies. This information is used to assess the Board’s overall strengths and to assist in the Board’s ongoing renewal process. The skills matrix set out below lists the key competencies determined by each director. It is not intended to be an exhaustive list of each director’s skills and experience.

DIRECTOR PROFILES

The following section provides detailed information on each director nominee. Their profiles include a summary of each nominee’s career experience, areas of expertise, current board committee memberships and directorships at other public companies over the past five years. The information about each director nominee in this Circular is current as of April 6, 2026, except as otherwise noted.

The profiles also include each nominee’s equity ownership in Ballard as at the date of this Circular and the date of the 2025 circular, respectively. The total market value of securities held is based on a CDN$3.53 and CDN$1.55 closing Share price on the TSX as of April 6, 2026, and April 7, 2025, respectively. The number of Shares shown as being held by each nominee constitute the number beneficially owned, controlled or directed, directly or indirectly, by that nominee and such information has been provided to us by that nominee.

The share ownership target for non-management directors is 3 times the prevailing annual retainer. Directors who are shareholder nominees appointed pursuant to agreements with Ballard (Mr. Chen and Mr. Wang, who are Weichai nominees) are not compensated by Ballard for their service as directors and are not subject to shareholding guidelines.

For Mr. Neese, the information provided below relates to his role as an independent director, prior to his appointment as President & CEO on July 7, 2025. As President & CEO, Mr. Neese received long-term incentives as part of his executive compensation and is subject to shareholding guidelines for our executive officers. See page 28 for “Share Ownership Guidelines” and the “Executive Compensation Tables” starting on page 48 for more details.

The attendance figures in each nominee’s profile show the number of Board and committee meetings the nominee attended in 2025 out of the number of meetings that were held while the nominee was a member. The Board has set a minimum meeting attendance guideline of 75%. Non-compliance with this guideline by a director is one of the factors considered in his or her individual performance evaluation at the end of the year.

Canadian securities legislation requires disclosure if, as at the date of the Circular, or within 10 years before the date of the Circular, a director or executive officer was a director or officer of any company that became insolvent while that person was acting in that capacity, or within one year from ceasing to act in that capacity. In this regard, Mr. Roche was Chair of Aonix Advanced Materials Corp. (a private company) when a bankruptcy order was issued against it under the Bankruptcy and Insolvency Act (Canada) on October 13, 2017.

Michael Chen Age: 42 Shandong, China Director Since: 2024 Non-Independent			Mr. Chen currently serves as Chairman and General Manager of Weichai Ballard Hy-energy Technologies Co. Ltd. and Vice General Manager of Weichai Holding Group Co., Ltd. (diesel engine manufacturing). He has served in various engineering and management roles at Weichai Power Co., Ltd, (diesel engine, powertrain and hydraulic products manufacturing) since 2010. Mr. Chen earned a PhD in Power Engineering and Engineering Thermophysics from Tsinghua University.
			Board & Committee Membership	Position	Meetings	Attendance
			Board of Directors	Member	7	78%
			Other Public Boards
			Current: none
			Previous: none
			Securities held as at April 7, 2025, and April 6, 2026
					2026	2025
			Shares		0	0
			DSUs		0	0
			Total market value of securities		0	0
			Meets shareholding guidelines			n/a

 

Douglas P. Hayhurst Age: 79 B.C., Canada Director Since: 2012 Independent			Mr. Hayhurst’s principal occupation is corporate director. Previously, Mr. Hayhurst was a Global Industry Leader with IBM Canada Business Consulting Services (consulting services) and with PricewaterhouseCoopers Management Consultants (consulting services). Prior to that, Mr. Hayhurst held various senior executive management roles with Price Waterhouse Canada including National Deputy Managing Partner (Toronto) and Managing Partner for British Columbia (Vancouver). He is Fellow Chartered Professional Accountant in British Columbia and Ontario and holds the ICD.D designation from the Institute of Corporate Directors.
			Board & Committee Membership1	Position	Meetings	Attendance
			Board of Directors	Member	8	89%
			Audit Committee	Chair1	4	80%
			People & Compensation Committee	Member	4	80%
			Nominating & Governance Committee	Member	0	-
			Other Public Boards
			Current: none
			Previous: Accend Capital Corporation; Canexus Corporation; Catalyst Paper Corporation; Northgate Minerals Corporation
			Securities held as at April 7, 2025, and April 6, 2026
					2026	2025
			Shares		5,000	5,000
			DSUs		275,527	275,527
			RSUs		27,624
			Total market value of securities		$1,087,773	$434,817
			Meets shareholding guidelines			Yes

Marty Neese Age: 63 California, USA Director Since: 2015 Non-Independent			Mr. Neese is President & Chief Executive Officer of Ballard, a position he has held since 2025. Previously Mr. Neese was CEO of Verdagy Inc. (electrolysis and hydrogen production). He is also co-founder of Nuvosil AS (silicon recycling). Previously, he was Chief Operating Officer of Velodyne LiDAR, Inc. (autonomous vehicles) from February 2017 to October 2017. Prior to that, over the past 20 years, Mr. Neese held various executive positions at SunPower Corporation (solar power equipment and services), Flextronics (electronics manufacturing services), and Solectron Corporation (electronics manufacturing services).
			Board & Committee Membership2	Position	Meetings	Attendance
			Board of Directors	Member	9	100%
			Commercial Committee	Chair	1	100%
			Sustainability & Governance Committee	Member	2	100%
			Other Public Boards
			Current: none
			Previous: none
			Securities held as at April 7, 2025, and April 6, 20262
					2026	2025
			Shares		11,380	10
			DSUs		165,519	154,051
			Total market value of securities		$624,453	$238,795
			Meets shareholding guidelines			On track

James Roche Age: 63 Ontario, Canada Director Since: 2015 Independent			Mr. Roche is founder, President & CEO of Stratford Group Ltd. (management consulting services), and Chair of ThinkRF Corp. (communications equipment manufacturer). Prior to that, Mr. Roche was CEO of ThinkRF Corp. from 2016 to 2025, co-founder, President & CEO of Tundra Semiconductor (semiconductor component manufacturer) from 1995 to 2006, and founding member and executive at Newbridge Networks (communications equipment manufacturer) from 1986 to 1995.
			Board & Committee Membership1	Position	Meetings	Attendance
			Board of Directors	Chair	9	100%
			Audit Committee	Member	5	100%
			Commercial Committee	Member	1	100%
			People & Compensation Committee	Member	5	100%
			Nominating & Governance Committee	Member	1	100%
			Sustainability & Governance Committee	Member	3	100%
			Other Public Boards
			Current: Information Services Corporation
			Previous: none
			Securities held as at April 7, 2025, and April 6, 2026
					2026	2025
			Shares		50,000	50,000
			DSUs		162,031	162,031
			RSUs		35,912
			Total market value of securities		$875,237	$328,648
			Meets shareholding guidelines			Yes

Huajie Wang Age: 47 Shandong, China Director Since: 2024 Non-Independent			Mr. Wang is Director of Strategy and Planning Department at Weichai Power Co., Ltd, (diesel engine, powertrain and hydraulic products manufacturing), Director at Weichai Honki (Japan) Technology (intelligent manufacturing, clean energy vehicle development), and Director at China National Center of Technology Innovation for Fuel Cell. Mr. Wang has a degree in Thermal Energy and Power Engineering from Shandong University, and has worked for Weichai Power as the leader in production, quality control, lab testing and strategy planning, and as General Manager at Moteurs Baudouin (marine propulsion systems).
			Board & Committee Membership	Position	Meetings3	Attendance
			Board of Directors	Member	2	67%
			Other Public Boards
			Current: none
			Previous: none
			Securities held as at April 7, 2025, and April 6, 2026
					2026	2025
			Shares		0	0
			DSUs		0	0
			Total market value of securities		0	0
			Meets shareholding guidelines			n/a

¹ In September 2025, the SGC and Commercial Committee were merged to form the NGC. At that time, all independent board members were appointed as members of each standing committee - Audit, the NGC, and the PCC. See more information in Section 4: Committees of the Board on page 22.

² Mr. Neese was appointed President & CEO on July 7, 2025. From that time, he ceased being an independent director and was not eligible to serve on Board committees. The information provided relates to his time and compensation he received as an independent director.

³ Mr. Wang was nominated by Weichai and appointed to the Board on August 8, 2025. Three board meetings were held after his appointment.

DIRECTOR COMPENSATION

Director Compensation Philosophy

The NGC is responsible for determining compensation for our directors and recommending changes to the Board as appropriate. In determining the appropriate level and mix of elements in directors’ compensation, the NGC is guided by the following compensation principles:

Benchmarking

The NGC compares the mix and level of compensation for Ballard directors to the mix and level for directors of the comparator group developed for benchmarking executive compensation. This peer group is representative of the regions where Ballard operates; Canada, US, and European companies exhibiting key characteristics that align with Ballard, including: a growth orientation, market capitalization, revenue, employee base, asset base, and market focus. See “Peer Group” on page 35 for further information.

The NGC retains independent compensation consultants (Hugessen) for professional advice and as a source of competitive market information. After reviewing market data and applying Ballard’s compensation principles, the NGC makes its recommendations to the Board for director compensation.

Compensation Structure

Ballard uses an annual flat fee structure for our independent directors that considers the different responsibilities of the chairs of each committee and the Board Chair, while eliminating all Board and standing committee meeting fees. A flat fee structure better aligns with the evolving role of directors and the ongoing risk, responsibility and duties of our directors throughout the year compared to a fee structure based on attendance at meetings.

Management directors (the President & CEO) and directors who are shareholder nominees appointed pursuant to agreements with Ballard are not compensated for their service as directors. However, all directors are entitled to reimbursement for travel and other reasonable expenses incurred in connection with fulfilling their duties. If a meeting or group of meetings is held on a continent other than the continent on which a director (other than management or shareholder directors) is resident, that director will receive a travel fee of CDN$2,250, in recognition of the additional time required to travel to and from the meeting. Additional meeting fees may also be paid for service on a special committee.

No changes were made to director compensation in 2025. The 2025 annual fee structure, including the cash/equity split of retainers, is shown in the following table. Amounts shown are in CDN$.

Directors may annually elect to receive all of their remuneration in DSUs, at their discretion. As of 2025, directors who have met their minimum shareholding requirements may elect to receive either the DSU portion of their annual retainer, or 100% of their annual retainer, in RSUs.

2025 Director Compensation

In 2025, the following compensation was earned by our non-executive directors (amounts shown are in CDN$):

Director Share Ownership Guidelines

We have minimum share ownership guidelines that apply to our directors, other than management directors (Mr. Neese, who is subject to similar guidelines for our executive officers) and directors who are shareholder nominees (Mr. Chen and Mr. Wang).

The share ownership target for non-management directors is 3 times the prevailing annual board retainer inclusive of cash and equity and excluding committee chair retainers. Directors have six years from the date that they are first elected to the Board to comply with this minimum share ownership guideline. Any DSUs or RSUs that a director receives as payment for all or part of their annual retainer will be credited towards calculating achievement of the minimum share ownership requirements.

The value of Shares and DSUs/RSUs held by directors is measured on or about December 1st of each year based on the greater of: (1) the market value of Ballard’s shares on that date; or (2) the purchase price actually paid by the director for such Shares or the value of DSUs or RSUs received by the director when granted.

Following is a table showing non-executive director shareholdings as of November 26, 2025:

All our non-executive directors have met or exceeded the share ownership target, other than Ms. Bayless, Ms. Dedo, and Mr. Muehlhaeuser, who are still within the six-year period following the date of their appointment for meeting the target.

The number of shares and DSUs owned or controlled by each director as at April 6, 2026, and April 7, 2025, as well as their total market value, can be found in “Director Profiles” starting on page 12. Additional information for Mr. Neese is on page 44.

Director Share-Based Compensation

We do not issue share options to directors. DSUs are granted quarterly and vest immediately as they are issued in respect of remuneration that would have otherwise been paid in cash. DSUs cannot be redeemed until such time as the director leaves the Board, and their value on redemption will be based on the value of Shares at that time. RSUs will be granted within the calendar year in which the compensation is earned, on December 15. The Restriction Period for director RSUs is the earlier of 1 year from grant, or the last day the director serves on the board, following which they will be redeemed for Shares.

No incentive plan awards vested, or were earned by, our directors during the year ended December 31, 2025.

Directors are not permitted to hedge the market value of Ballard securities they hold. Directors are also generally prohibited from (a) buying or selling puts or calls of Ballard securities; (b) short selling Ballard securities; or (c) purchasing Ballard securities on margin or pledging them as collateral for a loan.

SECTION 4: CORPORATE GOVERNANCE

CORPORATE GOVERNANCE AT A GLANCE

Our Board and senior management consider good corporate governance to be central to our effective and efficient operation. We monitor corporate governance initiatives as they develop and benchmark industry practices to ensure that we are complying with applicable corporate governance rules.

BOARD GOVERNANCE

Our Corporate Governance Policies provide for Board composition and director qualification standards, tenure and term limits, director responsibilities, the form and amount of director compensation, director orientation and continuing education, succession planning, and performance evaluation of the Board.

The Board operates under a formal mandate (a copy of which is attached as Appendix “A”), which sets out its duties and responsibilities, including matters such as corporate strategy, fiscal management and reporting, selection of management, legal and regulatory compliance, risk management, cybersecurity, external communications and Board effectiveness. The Board has also established terms of reference for the Board Chair, committee chairs, and individual directors that set out the directors’ individual responsibilities and duties. Terms of reference are also established for the CEO. These terms of reference and our Corporate Governance Policies serve as a code of conduct with which each director is expected to comply.

In addition, we have a Board-approved Code of Ethics, which applies to all members of the Board, as well as our officers and employees. This document is reviewed annually and updated or revised as necessary. Annually, all employees of Ballard and our subsidiaries globally, and the Board, are required to formally acknowledge they have read, reviewed and comply with the Code of Ethics and other key policies. A compliance report is then presented to the NGC and Board.

Copies of our Corporate Governance Policies, the Board mandate, Chair and director terms of reference, and our Code of Ethics can be found on our website (www.ballard.com/investor-hub).

Ballard complies with all applicable Canadian and U.S. corporate governance rules, regulations and policies, including those of the Canadian Securities Administrators, the SEC, the TSX and NASDAQ.

Board Independence and Director Responsibilities

We assess director independence in accordance with the criteria established by the TSX and NASDAQ, and by applicable Canadian and US rules and regulations, including the Sarbanes-Oxley Act of 2002 (“Sarbanes-Oxley”). Ballard’s policies require a majority of the Board’s members to be independent, as well as the Board Chair. In addition, all committee members must be independent. The Board evaluates the independence of each director based on information updated annually through a comprehensive questionnaire.

Marty Neese, our President & Chief Executive Officer, is not independent. While our Weichai nominees, Mr. Chen and Mr. Wang, are considered independent under applicable Canadian rules, they are not independent pursuant to NASDAQ rules and we have identified them as non-independent.

The Board has established a guideline for outside public board service. Directors may sit on no more than five public company boards, including Ballard’s Board; and directors who are CEOs (or hold similar positions) may sit on no more than two public company boards in addition to their own company’s board. In calculating service on public company boards, service on a board of a company affiliated with the director’s employer is not included. Currently all of our Board members comply with this guideline. We also conduct an annual review of the other corporate boards on which our directors sit and have determined that currently there are no board interlocks with respect to our directors.

Director Term Limits

Directors are elected yearly at our annual shareholders meeting and serve on the Board until the following annual shareholders meeting, at which time they either stand for re-election or leave the Board. If no meeting is held, each director serves until his or her successor is elected or appointed, unless the director resigns earlier.

Independent directors (excluding nominee directors) are expected to serve on at least one committee of the Board. The NGC is tasked with ensuring a rotation of committee members and chairs to broaden the experience and skills of each member of the Board and ensure an appropriate mix of experience and expertise in respect of the various roles of the Board and its committees.

Board Meetings

The Board meets on a regularly scheduled basis and directors are kept informed of our business and operations at meetings of the Board and its committees, and through reports by and discussions with management and committee chairs. The Board met nine (9) times during 2025. The independent directors held in camera sessions during each meeting, without management present.

The Board Chair is responsible for organizing and setting the frequency of Board meetings and sets the agenda for each Board meeting. The Board Chair is also responsible for ensuring the appropriate organization, content and flow of information to the Board and that all concerns of the directors are addressed.

Committees of the Board

The Board currently has three standing committees: (1) the Audit Committee; (2) the People & Compensation Committee (PCC); and (3) the Nominating & Governance Committee (NGC).

In September 2025, the Sustainability & Governance Committee (SGC) and Commercial Committee were merged to form the NGC. At that time, all independent board members were appointed as members of each of the standing committees. As a result, Ms. Bayless joined the PCC for two meetings in the year; Ms. Dedo and Mr. Muehlhaeuser joined the Audit Committee for two meetings and all independent directors joined the NGC for one meeting. Mr. Neese attended all Commercial Committee and SGC meetings prior to his appointment as President & CEO in July 2025 and ceased to serve on any Board committees from that date.

The following chart sets out the members of our standing committees and their meeting attendance in 2025:

The members of these committees are all independent. Management directors and directors who are appointed by shareholders pursuant to agreements with Ballard are not eligible to serve on Board committees. After the Meeting, we will reconstitute the standing committees to reflect the newly elected Board.

Each committee has a mandate that sets out its scope, duties, and responsibilities, which is reviewed annually. Committee performance is assessed annually through a process overseen by the Board. Each committee reports on the activities to the Board on a regular basis. A description of the composition and responsibilities of each standing committee is shown in the tables below.

In November 2024, the board struck a special committee tasked with reviewing strategic alternatives given the multi-year push out for hydrogen adoption. The original members of the committee are Douglas P. Hayhurst (Chair), Jacqueline Dedo, Hubertus M. Muehlhaeuser, and James Roche. In October 2025, the Board appointed Ms. Bayless and Ms. Woodruff to the committee, as well. The committee is expected to complete its mandate in 2026.

Shareholder Feedback and Communications

Our directors and managers recognize the benefits that come from a robust dialogue with shareholders and other relevant parties. We maintain an ongoing dialogue with our shareholders around our growth strategy, market positioning, financial performance, ESG practices, executive compensation, and corporate governance. Throughout the year, members of our Investor Relations team and leaders of our business engage with our shareholders to seek their input and feedback, to remain well-informed regarding their perspectives and to help increase their understanding of our business.

Shareholders are able to send a message to our Investor Relations team directly at investors@ballard.com, ensuring that Ballard as an organization is accessible to all investors. We also have an e-mail process for shareholders to communicate directly with the Board. Shareholders who wish to can send a message to the Board Chair at boardofdirectors@ballard.com. The email address is also available on our website (www.ballard.com/contact-us). A summary of shareholder feedback that is received by us is provided to the Board.

Periodically, and as needed, delegated independent directors meet with institutional investors or their representatives and proxy advisors. Changes to corporate governance and executive compensation reflected in part feedback received during these meetings.

Board Orientation and Education

We have established a formal director orientation program. Upon joining our Board, each director receives an orientation regarding our business. Such orientation includes site visits to our manufacturing facilities, presentations regarding our business, technology and products, and access to digital resources that contain various reference documents and information.

The Board believes that continuing education is important for the development of the Board as a whole and for each individual director. The NGC reviews, approves and reports to the Board on an annual education calendar prepared with input from management. Continuing education is offered by way of:

Board and Director Performance Evaluations

The Board annually conducts an evaluation and review of its performance during the past year. The evaluation is conducted through a process determined from time to time by the NGC which elicits responses from individual directors on a confidential basis regarding performance and effectiveness of the Board and individual directors. The process may include the completion of a questionnaire by all the directors as well as individual director self-evaluations and peer evaluations. The NGC presents the summary results to the full Board, which then determines appropriate actions and changes to improve overall Board effectiveness.

In 2025, the process included completion of a confidential survey by each director. The survey included focused questions relating to Board support for the CEO during the leadership transition; overall effectiveness; effectiveness of stakeholder engagement efforts; and Board focus and allocation of time at meetings. A written summary of the survey results was presented to the NGC. The Committee Chair then led a facilitated discussion with directors regarding the results and related recommendations.

The Board also identifies a list of focus priorities each year. The NGC and the Board regularly monitor progress against these priorities throughout the year.

SECTION 5: EXECUTIVE COMPENSATION

A MESSAGE FROM THE PEOPLE AND COMPENSATION COMMITTEE CHAIR

Dear Shareholder,

On behalf of the Board, I am pleased to share with you an overview of our approach to executive compensation that allows us to attract, retain, and motivate exceptional executive talent.

Objectives and Philosophy

The Board oversees Ballard’s executive compensation program to ensure alignment with shareholder interests. This includes benchmarking against relevant peers, monitoring best practices, engaging independent advisors, and seeking shareholder input through an advisory “say-on-pay” vote.

Ballard’s Strategic Realignment & Recent Compensation Considerations

Ongoing challenges in hydrogen development and fuel cell adoption led to a strategic realignment focused on disciplined growth, stronger execution, and improved financial performance.

In 2024 and 2025, we streamlined the executive team and welcomed a new President & CEO, Marty Neese. During this time, the PCC refined the executive pay peer group and reaffirmed pay structure and performance measures. Recognizing that Marty was recruited from an existing role, he received a one-time cash signing award paid monthly over 36 months and a one-time PSU award tied to transformation objectives.

The PCC, supported by Hugessen, regularly reviews compensation risk. A formal review by Hugessen in late 2025 identified no material risks. The Committee will continue to monitor programs to maintain high governance standards.

Highlights of 2025 Corporate Performance and Compensation

Ballard achieved a Corporate Scorecard Multiplier of 104%, reflecting strong performance across most STIP metrics, with the exception of new order intake falling below the threshold achievement value. We exceeded targets for revenue, contribution margin, and cost discipline while maintaining a strong balance sheet.

Key achievements included: 

2023 PSU grants vested at 89% of target, with above-target performance in relative TSR offsetting lower cumulative revenue.

2025 CEO Pay

CEO total direct compensation, pro-rated from date of appointment of July 7, 2025, was USD$913,481, versus a target of USD$875,275. Following recent changes, CEO target compensation decreased from CDN$3,250,000 in 2024 to USD$1,800,000 in 2025, excluding one-time awards.

In closing we appreciate your continued support of Ballard and look forward to you joining us virtually at the Meeting.

Sincerely,

“Hubertus M. Muehlhaeuser”

Hubertus M. Muehlhaeuser

People & Compensation Committee Chair

EXECUTIVE COMPENSATION GOVERNANCE

Compensation Framework

Our executive compensation programs are structured to ensure alignment between pay and performance and ensure adherence to governance best practices. The table below outlines the best practices the PCC uses for our compensation programs:

Advisors to the People & Compensation Committee

Ballard’s PCC has engaged Hugessen as its compensation consultant since 2022. The following table sets out the fees paid to Hugessen during each of the two most recently completed financial years. “All Other Fees” reflect fees paid to Hugessen for advice provided to the NGC related to director compensation matters.

Compensation Risk Considerations

The PCC and Board believe that the risk associated with our compensation practices is relatively low. Nonetheless, the PCC and Board monitor these practices closely to ensure that they do not encourage behaviors that expose Ballard to greater risk.

The PCC and Board consider the risks associated with Ballard’s compensation policies and practices are mitigated by:

Hugessen undertook a review of Ballard’s plans and programs and worked to identify any areas that should be addressed or considered from a risk perspective. The PCC and Board have not identified any risks arising from the compensation policies and practices that are reasonably likely to have a material adverse effect on Ballard.

Share Ownership Guidelines and Share Trading Policy

Our minimum share ownership guidelines require each executive officer to own a minimum value of our Shares expressed as a multiple of prevailing base salary as set out below.

DSUs held by executives are included in their shareholdings; PSUs, RSUs and options held by executives are not. The value of Shares and DSUs held by executives is measured on or about December 1st of each year based on the greater of: (1) the market value of Ballard’s Shares on that date; or (2) the purchase price actually paid by the executive for such Shares or the value of DSUs or Shares received by the executive when granted. All our executive officers have met or are on track to meet the applicable guidelines. Executives have five years from their executive start date in which to meet these requirements.

Executive Clawback Provisions

Effective March 26, 2024, executives are subject to an updated compensation clawback policy that governs the recovery of incentive-based compensation from executive officers:

The policy applies to the Corporation’s current and former executive officers, as determined by the PCC in accordance with the requirements of Section 10D of the Exchange Act and any applicable rules or standards adopted by the SEC and

NASDAQ. It applies to incentive-based compensation during the three fiscal years preceding the date on which the Corporation is required to prepare an accounting restatement to correct a material error, or preceding the determination by the PCC that the executive officer has engaged in misconduct.

Recovery of erroneously awarded compensation in connection with a financial restatement is on a “no fault” basis, without regard to whether any misconduct occurred or an executive officer’s responsibility for the erroneous financial statements.

Anti-Hedging Policy

Executives and directors are not permitted to hedge the market value of Ballard securities granted to them as compensation or otherwise held, directly or indirectly, by them. They are also generally prohibited from (a) buying or selling puts or calls of Ballard securities; (b) short selling Ballard securities; or (c) purchasing Ballard securities on margin or pledging them as collateral for a loan.

Executive Team Demographics

We currently have six executives, including two women, representing 33% of our executives.

Ballard does not have a target number of women executive officers. Given the small size of its executive team, Ballard believes that implementing targets would not be appropriate. However, in its hiring practices, Ballard considers the number of women and other diverse candidates in executive officer positions and the desirability of achieving an appropriate level of representation. The PCC and Board annually review executive succession plans and emerging leadership candidates, including a review of demographic information to ensure the correct focus on diversity.

EXECUTIVE COMPENSATION DISCUSSION AND ANALYSIS

Named Executive Officers

This section discusses the elements of compensation earned by our “Named Executive Officers” (or “NEOs”) as of December 31, 2025.

Marty Neese		Randy MacEwen		Kate Igbalode		Kevin Colbow		David Mucciacciaro		Lee Sweetland
President & Chief Executive Officer		Former President & Chief Executive Officer		Senior Vice President & Chief Financial Officer		Senior Vice President & Chief Technology Officer		Senior Vice President & Chief Commercial Officer (former)		Senior Vice President & Chief Operating Officer

The total market value of securities is calculated using the Canadian dollar closing price of the Shares underlying the equity holdings on the TSX on December 31, 2025 and 2024, respectively. The value of PSUs shown below assume a 1x performance multiplier.

NEO Total Compensation Summary

	Total Compensation		Target Pay Mix
Marty Neese1
President & Chief		2025	2024	% Change	% Pay Mix
Executive Officer	Base Salary	$299,913	-	-	11%
	STIP	$335,334	-	-	12%
Time in role:	LTIP	$2,158,695	-	-	77%
< 1 year	Other	$175,916	-	-	N/A
	Total	$2,969,858	-	-
California, USA	Equity Holdings as at December 31
			2025		2024
	Shares		10		10
	PSUs2		860,293		0
	RSUs2		66,176		0
	DSUs		165,519		138,328
	Total market value of securities		$3,821,993		$330,628
	1  Mr. Neese was appointed President & Chief Executive Officer on July 7, 2025, and his salary is prorated for 2025.
	2  Mr. Neese was granted a prorated 2025 LTIP award, and a one-time transformation incentive award of PSUs, upon appointment as CEO on July 7, 2025. The granting of these awards was delayed until March 11, 2026. To provide the intended value of these grants at the time of Mr. Neese’s hire, the number of PSUs and RSUs granted was equivalent to the number he would have received on July 7, 2025, and has been included in the 2025 LTIP value and 2025 equity holdings as of December 31, 2025. See the “Executive Compensation Tables” starting on page 48 for more details.

	Total Compensation		Target Pay Mix
Randy MacEwen2
Former President &		2025	2024	% Change	% Pay Mix
Chief Executive Officer	Base Salary	$333,929	$639,589	(48)%	13%
	STIP	$352,500	$497,250	(29)%	13%
Time in role:	LTIP	$1,950,000	$1,950,000	—%	74%
11 years	Other	$2,931,241	$55,409	5190%	N/A
	Total	$5,567,670	$3,142,248
BC, Canada	Equity Holdings as at December 31
			2025		2024
	Shares		n/a		331,404
	PSUs		0		589,426
	RSUs		0		151,928
	Options		0		114,229
	DSUs		0		148,046
	Total market value of securities		n/a		$3,190,728
	2 Mr. MacEwen served as President & Chief Executive Officer until his resignation on July 7, 2025.

	Total Compensation		Target Pay Mix
Kate Igbalode
Senior Vice President &		2025	2024	% Change	% Pay Mix
Chief Financial Officer	Base Salary	$363,130	$343,668	6%	41%
	STIP	$226,382	$176,566	28%	26%
Time in role:	LTIP	$296,461	$191,507	55%	33%
1.5 years	Other	$72,801	$63,161	15%	N/A
	Total	$958,774	$774,902
Washington, USA	Equity Holdings as at December 31
				2025	2024
	Shares			9,983	5,756
	PSUs			173,113	46,083
	RSUs			95,350	55,966
	Options			7,740	7,740
	Total market value of securities			$1,001,650	$276,152

	Total Compensation		Target Pay Mix
Kevin Colbow
Senior Vice President &		2025	2024	% Change	% Pay Mix
Chief Technology	Base Salary	$390,404	$344,929	13%	40%
Officer	STIP	$300,430	$203,001	48%	31%
	LTIP	$280,000	$246,960	13%	29%
Time in role:	Other	$47,193	$40,260	17%	N/A
6 years	Total	$1,018,027	$835,150
BC, Canada	Equity Holdings as at December 31
			2025		2024
	Shares		72,144		72,144
	PSUs		184,468		73,556
	RSUs		51,596		19,062
	Options		45,339		59,595
	DSUs		19,612		19,612
	Total market value of securities		$1,306,058		$583,085

	Total Compensation		Target Pay Mix
David Mucciacciaro3
Senior Vice President &		2025	2024	% Change	% Pay Mix
Chief Commercial	Base Salary	$316,473	$420,947	(25)%	37%
Officer (former)	STIP	$236,777	$231,239	2%	28%
	LTIP	$296,461	$296,461	—%	35%
Time in role:	Other	$633,043	$91,910	589%	N/A
3.5 years	Total	$1,482,754	$1,040,557
Michigan, USA	Equity Holdings as at December 31
			2025		2024
	Shares		n/a		2,476
	PSUs		0		80,323
	RSUs		0		52,221
	Options		0		0
	Total market value of securities		n/a		$322,697
	3  Mr. Mucciacciaro served as Sr Vice President & Chief Commercial Officer until his resignation on September 30, 2025.

	Total Compensation		Target Pay Mix
Lee Sweetland4
Senior Vice President &		2025	2024	% Change	% Pay Mix
Chief Operating Officer	Base Salary	$325,000	$273,994	19%	41%
	STIP	$240,655	$150,947	59%	30%
Time in role:	LTIP	$227,500	$164,431	38%	29%
1.5 years	Other	$41,354	$239,967	(83)%	N/A
	Total	$834,509	$829,339
Michigan, USA	Equity Holdings as at December 31
			2025		2024
	Shares		33,660		14,418
	PSUs		138,163		45,000
	RSUs		39,948		47,158
	Options		36,835		43,502
	Total market value of securities		$870,123		$358,688
	4  Mr. Sweetland was appointed Senior Vice President & Chief Operating Officer on January 1, 2025. He previously served as Senior Vice President & Chief Transformation Officer.

As noted above, Mr. MacEwen and Mr. Mucciacciaro departed the Corporation in 2025. Their “Other” compensation for 2025 includes severance payments. See “Termination and Change of Control Benefits” starting on page 50 for further details.

HOW EXECUTIVE COMPENSATION IS DETERMINED

The PCC reviews and approves executive officers’ compensation and benefits plans, including our annual bonus plan and our long-term equity-based compensation plans. As part of its mandate, the PCC:

Market Analysis & 2025 Executive Compensation Program Changes

Hugessen has provided the PCC independent advice since 2022. Over the years, the PCC, working with Hugessen, has approved a number of adjustments that are reflected in our current plans today.

Peer Group & Philosophy: The PCC, working with Hugessen, conducted a refresh of the peer group to select peers that fall within a relevant and applicable size to Ballard. The following bankrupt companies were removed from the peer group: (1) Nikola Corporation, (2) SunPower and (3) Lion Electric. In addition, the following companies were removed for sizing purposes: (4) Bloom Energy, (5) thyssenkrupp nucera, (6) SMA Solar, (7) ChargePoint Holdings and (8) Ebusco. Finally, the following companies were added to the peer group as they fall within an appropriate range of Ballard’s size: (1) Eos Energy, (2) Kraken Robotics, (3) Ceres Power, (4) Energy Vault and (5) Electrovaya. The refreshed comparator group is also more representative of the regions and businesses where Ballard operates. It represents a suitable mix of Canadian, US and European companies exhibiting key characteristics that align with Ballard, including: a growth orientation, market capitalization, revenue, employee base, asset base and business sector focus. At the time the peer group was approved, Ballard was positioned, on balance, near P50 on key sizing metrics relative to this peer group; therefore, the PCC takes a considered approach when interpreting and evaluating the market data. Our philosophy relative to the peer group is to align pay on a basis that considers Ballard’s relative size compared to peers and so currently results in target positioning between P25 and P50 of our peers.

Base Salary: Hugessen benchmarked Ballard’s executive compensation against the refreshed comparator group and presented its analysis to the PCC in 2025. Based on the results of the benchmarking, and given a variety of factors, including the relative size of Ballard to the comparator companies, the Corporation’s performance relative to the comparator group, individual executive role and experience, and internal pay equity, executive base salaries were not increased in 2025, other than to reflect increases in responsibilities.

Short-Term Incentive Plan: The weighting of our annual corporate performance metrics changed slightly from 2024, with the financial component weighted at 70% (vs. 60% in 2024) and the strategic metrics weighted at 30% (vs. 40% in 2024).

Long-Term Incentive Plan: Starting in 2023, LTIP grants comprise 75% PSUs subject to multi-year performance criteria and 3-year cliff vesting, and 25% RSUs subject to time vesting. Also starting in 2023, options no longer form a part of our executive LTIP. For PSU grants, performance vesting will be based on two metrics that are equally weighted: (i) cumulative revenue during the three-year vesting period, consistent with the Corporation’s strategic plan, and (ii) relative total shareholder return (rTSR) against a defined comparator group.

Currency Approach: The approved peer group includes companies that are headquartered internationally, as a result we convert all data to a common currency (Canadian) using a three-year average to smooth currency volatility.

Highlights of Our Executive Compensation Policy

Our compensation philosophy focuses on creating shareholder value, paying for performance and effective risk management. Our objective is to pay competitively in the markets in which we compete for talent, while also aligning compensation with value created for shareholders.

The PCC targets our compensation at median for similarly sized companies. For 2025, the PCC generally positioned Ballard executive compensation between P25 and P50 of the market, recognizing within our peer group that Ballard is currently positioned near P50 on various scoring metrics. When interpreting market data and applying this data to executive positions, we are mindful of our positioning relative to our group and use relative adjusted positioning to inform pay decisions.

The Use of Benchmarking

Our overall compensation objective is to target pay competitively among our peer group and considers our relative size positioning near P50 of our comparator group. Over- achievement or under-achievement will result in actual payments for performance-based compensation being over or under the targeted amounts. Pay level setting for executives considers relevant factors such as role, experience, tenure, and performance of the individual. Considering these factors, target compensation for Ballard’s executive team varies around the 25^th percentile to median, which the Committee considers to balance the size and complexity of the roles and the need to attract and incentivize Ballard’s executives.

The PCC reviews the composition of the comparator group annually and updates it as required. Benchmarking for a company of Ballard’s size and stage of business is particularly challenging as our industry is nascent and there are few companies directly comparable. Many of the direct competitors in our industry are private or smaller fuel cell companies that are publicly traded. By contrast, companies in broader comparator groups, such as industrials and technology companies, are often significantly larger revenue companies that provide similarly inappropriate benchmarks. In determining the appropriate comparator group, the PCC utilizes benchmarking as a key input and considers several factors detailed below, including the labor markets in which we compete for executive talent. We note Ballard is focusing on sustainable commercial success of its products, consistent with many peers included in our peer group; therefore, we feel these peers best represent a market in which we compete for talent.

Peer Group

In June 2025, the PCC reviewed and approved the peer group which included the adjustments: (1) the removal of Bloom Energy, thyssenkrupp nucera, SMA Solar, ChargePoint Holdings, Ebusco, Nikola Corporation, SunPower and Lion Electric and; (2) the inclusion of Eos Energy, Kraken Robotics, Ceres Power, Energy Vault and Electrovaya. The PCC focused on ensuring that peers fall within a relevant and applicable size to Ballard. This peer group is representative of the regions where Ballard operates and competes for talent; Canada, US, and European companies exhibiting key characteristics that align with Ballard, including: a growth orientation, market capitalization, revenue, employee base, asset base, and market focus. Note that the vast majority of our publicly-traded sector peers of similar size are headquartered in the US and Europe. Our positioning relative to our peers on market cap, on a 6-month average basis, and LTM revenue, is near P50.

Our comparator group for 2025 was:

Short Business Descriptions sourced from S&P CapitalIQ

Positioning Relative to Peer Group:

As of December 31, 2025, Ballard’s positioning across key financial metrics (including Market Capitalization, Revenue, EBITDA, and Total Assets) was on average P47.

Data sourced from S&P CapitalIQ

The PCC compares each executive officer’s annual salary, target annual incentive bonus and long-term incentive compensation value, both separately and in the aggregate, to amounts paid for comparable roles at comparator group companies.

Pay for Performance and Incentive Awards Aligned with Shareholders Interests

The alignment between pay for performance for executive officers and shareholder interests is clearly demonstrated as follows:

Short-Term Incentive Plan – Performance measures under the annual bonus plan are substantially and directly linked to the annual operating plan and certain strategic objectives, and achievement against those measures determines the size of the annual executive bonus award. When corporate performance is below the minimum level expected by the Board, this amount could be zero. Equally, over-achievement against the measures may result in payment of bonus greater than the targeted amount, up to 150% of target.

Long Term Incentive Plan – PSUs deliver compensation value to executives by tying the earning of PSUs (i.e., ability to receive value from units) to the extent that performance measures related to key business objectives are met during the 3- year cliff vesting period. In addition, the value of vested PSUs change in line with movements in Ballard’s Share price. RSUs serve as an incentive and retention tool as they are only subject to time vesting. Like PSUs, the value of vested RSUs change in line with movements in Ballard’s Share price during the vesting period.

Executive Pay Mix and the Emphasis on “At Risk” Pay

We emphasize performance by linking a significant proportion of our executive officers’ total annual compensation to corporate and individual performance. For 2025, the amount of target annual compensation earned that was “at risk” was 75% for the CEO, 58% for the other Named Executive Officers, in the form of variable and/or performance-related compensation as shown below (including annual bonus, PSUs, and RSUs).

As such, executives will only receive value from those elements to the extent that the relevant performance conditions and vesting conditions are met. With long-term incentive (LTI), values are also aligned with share price performance.

Total Target Direct Compensation Mix - CEO	Total Target Direct Compensation - Other NEOs

Compensation Framework for 2025

The 2025 compensation program for our executive officers has four primary components that deliver pay over the short- and long-term:

ELEMENTS OF EXECUTIVE COMPENSATION

Base Salary

The PCC is responsible for approving the base salary of our executive officers. Salary guidelines and adjustments for our executive officers are considered with reference to:

The following table outlines the base salaries in 2025 and 2024:

¹ Mr. Neese was appointed President & Chief Executive Officer on July 7, 2025, and his salary is prorated for 2025.

² Mr. MacEwen served as President & Chief Executive Officer until his resignation on July 7, 2025.

³ Mr. Sweetland was appointed Senior Vice President & Chief Operating Officer on January 1, 2025. He previously served as Senior Vice President & Chief Transformation Officer.

Short Term Incentive Plan - Target Bonus for Executive Officers

There were no changes made to short-term incentive structure or target bonus in 2025.

Annual performance bonus payments for each of the executive officers are determined at the discretion of the PCC and the Board with reference to (i) actual annual corporate performance against predetermined Corporate Scorecard goals, resulting in a Corporate Scorecard Multiplier, and (ii) actual annual individual executive performance against predetermined annual individual objectives, resulting in an Individual Performance Multiplier.

For a full discussion of annual incentive compensation for our President & CEO, see “CEO Compensation” starting at page 44.

Some metrics used within the annual plan we consider to be highly confidential information and would pose a key competitive risk should we disclose this information. Therefore, we have only provided information on the metrics we believe to be of low risk to Ballard if shared.

Methodology for Determining Annual Incentives

For 2025, the actual annual bonus for each executive officer is determined by the PCC based on the following formula:

Corporate Scorecard Multiplier

Annual corporate performance objectives are established by the PCC and the Board and reflected in the Corporate Performance Scorecard. It typically includes a mix of quantitative and qualitative goals that are assigned a relative weighting based on their importance. Quantitative goals, including financial metrics, include a minimum level of performance that must be achieved to receive any credit for the goal, and a maximum level beyond which no further credit is earned, interpolated linearly. The financial targets are based on the annual operating plan. Meeting those targets results in full payout (100%) for that metric. The Corporate Scorecard Multiplier is determined by the PCC and approved by the Board based on achievement against the goals set out in the Corporate Performance Scorecard.

Based on Ballard’s actual performance in 2025, the Board assessed the Corporate Performance Scorecard as follows:

Individual Performance Multiplier

The individual performance multiplier is based on the executive’s performance against their personal goals and their demonstration of Ballard’s cultural values. The CEO sets these goals, which are reviewed by the PCC. CEO goals are established by the PCC and approved by the Board. Goals are based on agreed, objective and identifiable measures related to their roles, and aligned to the corporate performance goals. Exceeding their goals can result in an individual performance multiplier greater than 100% (up to 150%) and performance that does not achieve the goals can result in individual performance multiplier of less than 100%.

In 2025, Named Executive Officers had individual multipliers ranging from 110% to 150%.

A summary of the Named Executive Officers’ annual bonus payments for 2025 is as follows:

Long Term Incentives

We provide our executive officers with equity-based long-term incentives through the Consolidated Share Distribution Plan (“SDP”). For 2025, our equity-based long-term incentives were granted in the form of PSUs and RSUs. These plans are designed to align executive officer remuneration with performance and long-term shareholder value. They serve a vital role in retaining executives as value under the awards is only received over time.

LTIP

Our LTIP uses PSUs and RSUs, weighted 75% and 25%, respectively. PSUs cliff vest at three years and use a three-year cumulative revenue metric and rTSR metric to assess performance (see below for further information). The following information relates to our LTIP.

Performance Share Units

Performance Share Units (PSUs) typically comprise 75% of the long-term incentive compensation provided to an executive. The number of PSUs granted to each executive officer is usually determined in the first quarter of each financial year, as a percentage of base salary. The PSUs cliff vest at the end of the three-year period and are subject to two metrics within the scorecard. Below a threshold PSU Scorecard performance, no PSUs are earned. Up to 200% of PSUs can be earned for PSU Scorecard performance in excess of 100%.

Our PSUs awarded in 2025 are subject to two metrics. The two metrics are highlighted below along with the targets and the performance periods. Redemption of vested PSUs may be satisfied either with Shares bought under the Market Purchase PSU Plan or by treasury Shares reserved under the SDP.

Our revenue metric (50% weighting) is a 3-year cumulative measure which we view as highly sensitive information. We plan to disclose our performance relative to this metric following the 3-year period.

The rTSR metric (50% weighting) is compared relative to a performance group of peers we have identified as close performance comparators. We note the performance group differs from our compensation comparator group as a number of the peers within the compensation group are relevant to Ballard from a talent perspective but do not experience the same market impacts on a performance basis. We note some peers are unique to the performance group (i.e., are not in the compensation group) as they are most relevant to Ballard on a performance basis. See the group below:

Given the significant volatility experienced throughout our sector, we use a multi-performance period approach for the rTSR metric as follows:

Performance relative to these peers uses a percentile rank approach, with targets set as follows:

Both the 3-year cumulative revenue and rTSR metrics use linear interpolation for achievement between a specified performance level.

Restricted Share Units

As noted above, 25% of the LTIP is granted in RSUs. RSUs vest one third each year following the grant date. One-time new hire RSU grants cliff vest after 3 years. See below for the target value awarded to each of our NEOs in 2025.

Target Value of LTIP Grants

The target value of long-term incentives granted to Named Executive Officers in 2025, and the composition of long-term incentives is set out in the table below.

This element of compensation supports Ballard’s overall compensation objectives by linking our shareholders’ interests with those of our executive officers, by providing our executive officers with compensation that is driven by the experience of our shareholders in terms of our share price performance, and in the case of PSUs is further tied to the achievement of performance measures. In addition, we require our executive officers to comply with minimum share ownership guidelines that further align them with the shareholders’ experience.

For 2025, the awards to our Named Executive Officers were as follows:

2023 PSU Awards

2023 PSU awards cliff vested after 3 years and used two metrics that are equally weighted: cumulative 3-year revenue and relative total shareholder return. The awards vested with a final weighted payout factor of 89%. While cumulative revenue fell below the threshold achievement value, Ballard achieved above target performance on total shareholder return relative to the performance peer group.

The overall relative total shareholder return payout factor of 178% is the weighted average of Ballard’s performance over the following performance periods:

Perquisites

In addition to cash and equity compensation, the Corporation provides Named Executive Officers with certain personal benefits, consistent with similar benefits coverage within the comparator group. These benefits typically include a car allowance, medical benefits program, long and short-term disability coverage, life insurance, an annual medical and a financial planning allowance.

Retirement Benefits

Executives are eligible to receive a matching contribution by the Corporation to their Registered Retirement Savings Plan (RRSP), 401(k) or similar retirement plan. All executives resident in Canada receive an RRSP contribution up to 50% of the maximum amount allowable under the Income Tax Act (Canada). Annual contributions are pro-rated for any partial year of employment.

In 2025: Mr. MacEwen, Mr. Colbow, and Mr. Sweetland received RRSP contributions from the Corporation, equal to 25%, 50%, and 50%, respectively, of the maximum amount allowable under the Income Tax Act (Canada), as they each made an equivalent personal matching contribution; Ms. Igbalode and Mr. Mucciacciaro received 401(k) contributions from the Corporation equal to 70%, and 60%, respectively, of the annual maximum of the Internal Revenue Service, as they each made an equivalent personal matching contribution.

None of the Named Executive Officers participated in any sponsored Defined Benefits Plan, Defined Contribution Plan, or Supplemental Executive Retirement Plan, nor did they receive contributions to any such plan on their behalf from the Corporation.

CEO COMPENSATION

2025 CEO Compensation

Mr. Neese’s base salary was US$450,000 in 2025, his target bonus was 100% of his annual base salary, and his target LTIP was 200% of his annual base salary. His actual bonus for 2025 was determined by the PCC and the Board based on corporate financial and operational performance reflected in the Corporate Performance Scorecard rating (70% weighting), plus performance relative to his individual scorecard goals for 2025 (30% weighting), as approved by the PCC and the Board.

Upon his appointment as CEO on July 7, 2025, Mr. Neese received a one-time cash signing award of US$675,000, conditional on continued employment. The award is paid out at US$18,750 per month over 36 months.

Mr. Neese was also granted a one-time transformation incentive award of US$1,125,000 (250% of his annual base salary) in the form of PSUs upon appointment as CEO on July 7, 2025. The award vests one third each year following the grant date and is subject to performance metrics consistent with Ballard’s strategic realignment. We consider the performance metrics of the award to be highly confidential information that would pose a key competitive risk should we disclose this information.

Performance	Outcome
Corporate (70%)	Specific corporate quantitative and qualitative results are described in detail under section “Corporate Scorecard Multiplier.”
	In 2025, the Corporate Scorecard Multiplier of 104% was achieved.
Individual (30%)	Mr. Neese’s individual goals for 2025 were:
	1.  Strategy (50%)
	Further development of the strategic plan given industry and market conditions, and implementation of actions to further improve strategic positioning, pathway to profitability, and cash runway.
	2.  Operational Execution (40%)
	Deliver outcomes which evidence the successful advancement against the 2025 annual operating plan and corporate performance targets.
	3.  Talent (10%)
	Develop and strengthen the Corporation’s leadership team and drive improvement on employee engagement scores.
	In 2025, Mr. Neese’s individual performance based on each of the above criteria resulting in achieving an individual multiplier of 150%.
Overall Outcome	Mr. Neese’s annual bonus award was US$244,662 representing 118% of his target bonus, based on a corporate multiplier of 104% (weighted 70%) and an individual performance multiplier of 150% (weighted 30%).
LTI	Type	Value	Features
Annual Award ($)	RSU	US$112,500	Time-based vesting at each annual anniversary from issue over a 3-year period
	PSU	US$337,500	3-year cliff-vesting with performance criteria
Transformation Award ($)	PSU	US$1,125,00	Vests one-third at each annual anniversary from issue over a 3-year period, subject to performance criteria