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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

________________________________________________________________________

FORM 10-K

(Mark One)
þ			ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2024
For the fiscal year ended December 31, 2025
or
¨			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from ____________to ____________

Commission File Number: 001-38598

________________________________________________________________________

BLOOM ENERGY CORPORATION

(Exact name of registrant as specified in its charter)

________________________________________________________________________


Delaware			77-0565408
(State or other jurisdiction of incorporation or organization)			(I.R.S. Employer Identification No.)

4353 North First Street, San Jose, California			95134
(Address of principal executive offices)			(Zip Code)

(408) 543-1500
(Registrant’s telephone number, including area code)


Securities registered pursuant to Section 12(b) of the Act:
Title of Each Class	Trading Symbol(s)	Name of each exchange on which registered
Class A Common Stock, $0.0001 par value	BE	New York Stock Exchange

Securities registered pursuant to Section 12(g) of the Act: None.

________________________________________________________________________

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes þ No ¨

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act. Yes ¨ No þ

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes þ No ¨

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes þ No ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer þ Accelerated filer ¨ Non-accelerated filer ¨ Smaller reporting company ¨ Emerging growth company ¨

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☑

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ¨

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ¨

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ¨ No þ

The aggregate market value of the registrant’s Class A common stock held by non-affiliates of the registrant was approximately $13.79 billion based upon the closing price of $1223.2492 per share of our Class A common stock on the New York Stock Exchange on June 30, ~~2024~~2025 (the last trading day of the registrant’s most recently completed second quarter). Shares of Class A common stock held by each executive officer, director and holder of 10% or more of the outstanding Class A common stock have been excluded in that such persons may be deemed to be affiliates. This determination of affiliate status is not necessarily a conclusive determination for other purposes.

As of February 242, ~~2025~~2026, there were ~~230~~280,~~398~~548,~~527~~215 shares of the registrant’s Class A common stock, $0.0001 par value, outstanding.

________________________________________________________________________

DOCUMENTS INCORPORATED BY REFERENCE

Portions of the registrant’s definitive proxy statement for the ~~2025~~2026 Annual Meeting of Stockholders ~~(the “2025 Proxy Statement”)~~ are incorporated into Part III of this Annual Report on Form 10-K. ~~The 2025 Proxy Statement will be filed with the U.S. Securities and Exchange Commission (“SEC”) within 120 days after the registrant’s year ended December 31, 2024.~~

Bloom Energy Corporation

Annual Report on Form 10-K for the Year Ended December 31, ~~2024~~2025

Table of Contents

			Page
Part I
Item 1 — Business			5
Item 1—Business			5
Item 1A — Risk Factors			18
Item 1A—Risk Factors			20
Item 1B — Unresolved Staff Comments			43
Item 1B—Unresolved Staff Comments			47
Item 1C — Cybersecurity			43
Item 1C—Cybersecurity			47
Item 2 — Properties			45
Item 2—Properties			49
Item 3 — Legal Proceedings			45
Item 3—Legal Proceedings			49
Item 4 — Mine Safety Disclosures			45
Item 4—Mine Safety Disclosures			49
Part II
Item 5 — Market for Registrants’ Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities			46
Item 5—Market for Registrants’ Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities			50
Item 6 — [Reserved]			47
Item 6—[Reserved]			51
Item 7 — Management’s Discussion and Analysis of Financial Condition and Results of Operations			48
Item 7—Management’s Discussion and Analysis of Financial Condition and Results of Operations			52
Item 7A — Quantitative and Qualitative Disclosures About Market Risk			73
Item 7A—Quantitative and Qualitative Disclosures About Market Risk			76
Item 8 — Financial Statements and Supplementary Data			75
Item 8—Financial Statements and Supplementary Data			77
Report of Independent Registered Public Accounting Firm			7679
Consolidated Balance Sheets			7982
Consolidated Statements of Operations			8083
Consolidated Statements of Comprehensive Loss			8184
Consolidated Statements of Stockholders’ Equity (Deficit)			82
Consolidated Statements of Stockholders’ Equity			85
Consolidated Statements of Cash Flows			8588
Notes to Consolidated Financial Statements			8689
Item 9 — Changes in and Disagreements with Accountants on Accounting and Financial Disclosure			137
Item 9—Changes in and Disagreements with Accountants on Accounting and Financial Disclosure			146
Item 9A — Controls and Procedures			137
Item 9A—Controls and Procedures			146
Item 9B — Other Information			137
Item 9B—Other Information			146
Item 9C — Disclosure Regarding Foreign Jurisdictions that Prevent Inspections			138
Item 9C—Disclosure Regarding Foreign Jurisdictions that Prevent Inspections			147
Part III
Item 10 — Directors, Executive Officers and Corporate Governance			139
Item 10—Directors, Executive Officers and Corporate Governance			148
Item 11 — Executive Compensation			139
Item 11—Executive Compensation			148
Item 12 — Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters			139
Item 12—Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters			148
Item 13 — Certain Relationships and Related Transactions, and Director Independence			139
Item 13—Certain Relationships and Related Transactions, and Director Independence			148
Item 14 — Principal Accountant Fees and Services			140
Item 14—Principal Accountant Fees and Services			148
Part IV
Item 15 — Exhibits and Financial Statement Schedules			141
Item 15—Exhibits and Financial Statement Schedules			149
Item 16 — Form 10-K Summary			144
Item 16—Form 10-K Summary			152
Signatures			~~145~~152

Unless the context otherwise requires, the terms “we,” “us,” “our,” “Bloom Energy,” “Bloom” and the “Company” each refer to Bloom Energy Corporation and all of its subsidiaries.

SPECIAL NOTE ABOUT FORWARD-LOOKING STATEMENTS

This Annual Report on Form 10-K contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). All statements contained in this Annual Report on Form 10-K other than statements of historical fact, including statements regarding our future operating results and financial position, our business strategy and plans and our objectives for future operations, are forward-looking statements. ~~The~~Generally, the words “believe,” “may,” “will,” “estimate,” “continue,” “anticipate,” “predict,” “project,” “potential,” “seek,” “intend,” “could,” “would,” “should,” “expect,” “plan” and similar expressions are intended to identify forward-looking statements. However, the absence of these words or similar expressions does not mean that a statement is not forward-looking.

Forward-looking statements in this Annual Report on Form 10-K include, but are not limited to, our plans and expectations regarding future financial results, including our expectations regarding: our ability to ~~expand into and~~ be successful in the AI data center market and new international markets; the rate of AI adoption and demand for data centers; our ability to innovate, ~~including~~develop ~~the~~new ~~hydrogen~~products ~~market~~and improve upon our existing products; our ~~expanded~~ability to anticipate and address customer demand; our strategic ~~partnership~~partnerships with SK ecoplant Co., Ltd.; ~~statements~~and ~~about~~Brookfield ~~our~~Asset ~~supply~~Management; ~~chain~~our ~~(including~~competitive ~~any~~position ~~direct~~in orthe ~~indirect~~energy ~~effects~~market ~~from~~for ~~the Russia~~on-~~Ukraine~~site ~~war,~~power; ~~armed~~future ~~conflict~~deployment inof ~~the~~our ~~Middle~~Bloom ~~East,~~Energy orServer ~~geopolitical~~systems, ~~developments~~Bloom inElectrolyzers, ~~China);~~and ~~operating~~other ~~results~~solutions; ~~the~~our ~~sufficiency~~ability ofto ~~our~~increase ~~cash~~efficiency ~~and~~of our ~~liquidity~~products; ~~and~~ our ability to ~~obtain~~market ~~financing;~~our ~~projected~~products ~~costs~~successfully ~~and~~in ~~cost~~connection ~~reductions;~~with ~~development~~the ofglobal ~~new~~energy ~~products~~transition and ~~improvements~~shifting toattitudes ~~our~~around ~~existing~~climate ~~products~~change; our ~~manufacturing~~business ~~capacity~~strategy and ~~manufacturing~~plans ~~costs~~and our objectives for future operations; operating results; the ~~adequacy~~sufficiency of our ~~agreements~~cash, ~~with~~ our ~~suppliers;~~cash ~~legislative~~flows ~~actions~~from ~~and~~operating ~~regulatory~~activities, and ~~environmental~~our ~~compliance;~~liquidity ~~impact~~and ofour ~~the~~ability ~~Inflation~~to ~~Reduction~~obtain ~~Act~~financing; ofprojected ~~2022~~costs ~~(the~~and ~~“IRA”),~~cost ~~including~~reductions; ~~expiration~~our ofability ~~the~~to ~~Investment~~increase ~~Tax~~production ~~Credit~~capacity ~~(“ITC”)~~and ~~with~~achieve ~~respect~~cost toreductions ~~fuel~~in ~~cells~~our ~~running~~fuel oncell ~~non-zero~~products ~~carbon~~and ~~fuels~~installation ~~and~~requirements; ~~transferability~~the adequacy of ~~tax~~our ~~credits~~agreements onwith our ~~business~~suppliers; ~~competitive position;~~ management’s plans and objectives for future operations; our ability to ~~comply with debt covenants or cure defaults, if any; our ability to~~ repay our debt obligations as they come due; trends in average selling prices; the success of our customer financing arrangements and ability to secure financiers; ~~capital~~to ~~expenditures;~~support ~~warranty~~customer ~~matters;~~financing ~~outcomes~~needs offor ~~litigation;~~ our ~~exposure~~product ~~to foreign exchange, interest and credit risk~~deployment; ~~general~~capital ~~business and economic conditions in our markets~~expenditures; ~~industry~~warranty ~~trends~~matters; ~~the~~outcomes ~~impact~~ of ~~changes in government incentives~~litigation; risks related to cybersecurity breaches, privacy and data security; the likelihood of any impairment of project assets, long-lived assets and investments; trends in revenue, cost of revenue and gross profit (loss); trends in operating expenses including research and development expense, sales and marketing expense and general and administrative expense and expectations regarding these expenses as a percentage of revenue; ~~future~~legislative ~~deployment~~actions ofand ~~our~~regulatory ~~Bloom~~and ~~Energy~~environmental ~~Server~~compliance; ~~systems,~~government ~~Bloom~~shutdowns; ~~Electrolyzers,~~general business and ~~other~~macroeconomic ~~solutions;~~conditions in our ~~ability~~markets toincluding ~~expand~~inflationary pressure; our ~~business,~~supply chain (including ~~our~~any ~~ability~~direct toor ~~secure~~indirect ~~large~~effects ~~data~~from ~~center~~the ~~customers;~~Russia-Ukraine ~~our~~war, ~~ability~~armed conflicts in the Middle East, or geopolitical developments related to ~~increase~~China); ~~efficiency~~the impact of ~~our~~tariffs ~~products;~~on our ~~ability~~supply tochain ~~market~~and ~~our~~fuel ~~products~~cell ~~successfully~~product; the impact of changes in ~~connection~~government ~~with~~incentives, including the ~~global~~impact ~~energy~~of ~~transition~~the Inflation Reduction Act of 2022 (the “IRA”) and ~~shifting~~the ~~attitudes~~One ~~around~~Big ~~climate~~Beautiful ~~change~~Bill Act (the “OBBBA”); ~~our~~industry ~~business~~trends; ~~strategy~~our ~~and~~exposure ~~plans~~to ~~and~~foreign ~~our~~exchange, ~~objectives~~interest ~~for~~and ~~future~~credit ~~operations~~risk; and the impact of recently adopted accounting pronouncements.

You should not rely upon forward-looking statements as predictions of future events. We have based the forward-looking statements contained in this Annual Report on Form 10-K primarily on our current expectations and projections about future events and trends that we believe may affect our business, financial condition, operating results and prospects. The outcome of the events described in these forward-looking statements is subject to risks, uncertainties and other factors including those discussed in Part I, Item 1A, Risk Factors and elsewhere in this Annual Report on Form 10-K. as well as those described from time to time in our future reports filed with the Securities and Exchange Commission. Moreover, we operate in a very competitive and rapidly changing environment. New risks and uncertainties emerge from time to time, and it is not possible for us to predict all risks and uncertainties or the extent to which any factor or combination of factors may cause actual results to differ materially from those contained in any forward-looking statements we may make in this Annual Report on Form 10-K. We cannot assure you that the results, events and circumstances reflected in the forward-looking statements will be achieved or occur. Actual results, events or circumstances could differ materially and adversely from those described or anticipated in the forward-looking statements.

The forward-looking statements made in this Annual Report on Form 10-K relate only to events as of the date on which the statements are made. We undertake no obligation to update any forward-looking statements made in this Annual Report on Form 10-K to reflect events or circumstances after the date of this Annual Report on Form 10-K or to reflect new information or the occurrence of unanticipated events, except as required by law. We may not actually achieve the plans, intentions or expectations disclosed in our forward-looking statements and you should not place undue reliance on our forward-looking statements.

Our actual results and timing of selected events may differ materially from those anticipated in these forward-looking statements as a result of many factors including those discussed under Part I, Item 1A, Risk Factors and elsewhere in this Annual Report on Form 10-K, as well as those described from time to time in our future reports filed with the Securities and Exchange Commission.


Table of Contents
Index to Financial Statements

Part I

ITEM 1 — BUSINESS

Overview

Description of Bloom Energy

Bloom Energy is ~~the~~a ~~world~~global leader in ~~stationary~~onsite ~~fuel cell~~ power generation, bydelivering ~~market~~a ~~share.~~foundational ~~The~~platform ~~company~~purpose-built ~~provides~~for ~~innovative~~the ~~distributed~~digital ~~energy~~era ~~technology~~and ~~solutions to customers at an important moment in~~ the ~~world’s~~global energy transition. We manufacture ~~one~~a ~~of the most advanced and~~ versatile fuel cell energy ~~platforms~~platform, supporting the commercial availability of two main products: the Bloom Energy Server® fuel cell system for generating electricity and the Bloom Electrolyzer™ for producing hydrogen. ~~With~~Our ~~approximately~~primary ~~1.4~~product, ~~gigawatts~~the ~~(“GW”)~~Bloom of Energy Server ~~systems~~is ~~deployed~~a inproprietary ~~more~~high-temperature ~~than~~solid-oxide ~~1,000 locations and 9 countries, our~~ fuel cell ~~platform~~technology ~~empowers~~that ~~businesses,~~converts ~~essential~~fuels—including ~~services,~~natural ~~critical infrastructure~~gas, ~~utilities~~biogas, and ~~communities~~hydrogen—into ~~with~~electricity ~~resilient,~~at ~~reliable,~~high-density ~~and~~without ~~sustainable~~combustion ~~energy~~or ~~solutions.~~moving ~~Our employees are driven by our mission: to make clean~~parts, ~~reliable~~achieving ~~energy~~lower ~~affordable~~emissions ~~for~~and ~~everyone~~higher inefficiency ~~the~~than ~~world~~legacy systems.

~~Key~~We ~~Macro~~design, ~~Trends~~manufacture, distribute, and operate the Bloom Energy Server to provide resilient, distributed power for critical operations. Our mission is to make clean, reliable energy affordable, giving enterprises control over cost, resilience, and sustainability. Bloom serves Fortune 500 companies across the data center, semiconductor manufacturing, artificial intelligence (AI) infrastructure, utility, and other industrial sectors.

InHeadquartered ~~2024~~in Silicon Valley, ~~our~~Bloom ~~power-generation~~Energy ~~business~~employs ~~capitalized~~more onthan 2,000 people worldwide and manufactures its systems in the ~~following~~United ~~key~~States. ~~trends:~~Bloom has its Energy Server systems deployed across approximately 1,100 sites in 9 countries, empowering businesses and critical infrastructure worldwide.

Our Business

Our systems use high-temperature solid oxide fuel cells—a proprietary solid-state technology developed by Bloom—which leverage an electrochemical, non-combustion process and form the foundation of our platform, differentiation and competitive advantages. Our revenue is derived primarily from product sales of our Energy Server systems, with additional recurring revenue from long-term operations and maintenance agreements that support availability and performance over the contract life.

We operate within a rapidly evolving energy and technology environment. Large-load and critical infrastructure customers across sectors are experiencing increased constraints related to power availability, grid reliability and electricity costs. At the same time, advances in artificial intelligence, shifts in global supply chains and changes in energy policy are influencing how organizations plan, procure and deploy power infrastructure.

These dynamics shaped key macro trends in 2025 that are relevant to our customers, our industry, and the markets we serve:

•Demand for Power is Increasing, Driven by Data Centers and Artificial Intelligence

•~~Time~~Policy toSupport ~~Power~~ is ~~Growing~~Increasing infor ~~Importance~~AI asLeadership ~~Demand~~and ~~Outstrips~~Energy ~~Supply~~Security

•~~Co-locating~~Grid ~~Large~~Constraints ~~Loads~~and ~~with~~Permitting ~~Distributed~~Delays ~~Generation Configured as Islanded Microgrids~~ are ~~Gaining~~Extending inTime ~~Traction as Energy Solutions~~ to ~~Bypass~~Power ~~Long~~for ~~Interconnection~~Traditional ~~Queues~~New Facilities and ~~Transmission Upgrades~~Expansions

•~~Utilities~~Shift ~~are~~Toward ~~Turning~~Onsite toPower ~~Distributed~~Generation ~~Energy~~is ~~Solutions to Decrease their Customers’ Time to Power~~Occurring

•~~Fuel~~Limitations ~~Flexible~~Among ~~Solutions~~Traditional ~~Address~~Original ~~Reliability~~Equipment ~~Concerns~~Manufacturers as(OEMs) ~~well~~are asExtending ~~Near-~~Delivery ~~and Long-term Sustainability Considerations~~Timelines

~~Demand~~•Utility ~~for~~Load ~~Power~~Growth ~~is Increasing, Driven by Data Centers~~ and ~~Artificial~~Capacity ~~Intelligence.~~Constraints According to North American Electric Reliability Corporation’s (“NERC”) 2024 Long Term Reliability Assessment (“LTRA”), peak power demand is expected to grow by 151 GW (17%) over the next 10 years, and these peak demand and energy forecasts are atCreating ~~their~~Affordability ~~highest~~Pressures levels in decades, reversing an almost two-decade trend of falling or flat rate trajectories. This spike in demand is driven by several factors, including electricity use by data centers, reflecting the large power consumption requirements of artificial intelligence (“AI”), cloud computing, and crypto-mining operations; the re-shoring of manufacturing in the U.S. in key sectors such as semiconductors, fueled in part by the CHIPS and Science Act; electric vehicle growth; and electrification of household goods and appliances. The power needs of data centers are expected to continue to grow significantly over the course of the decade as a result of these factors.

~~Time~~Demand tofor Power is ~~Growing~~Increasing, inDriven ~~Importance~~by asData ~~Demand~~Centers ~~Outstrips~~and ~~Supply~~Artificial Intelligence. AsU.S. electricity demand ~~for~~has ~~power~~entered ~~grows,~~a ~~utility~~new ~~companies~~growth ~~are~~phase ~~struggling~~after toyears ~~keep~~of ~~pace.~~limited Aexpansion, ~~Lawrence~~driven ~~Berkeley~~by ~~National~~a ~~Laboratory~~rapid ~~report~~buildout inof ~~2024~~AI ~~found~~and ~~that~~cloud ~~there~~data iscenters ~~nearly~~and ~~2,600~~renewed GWinvestment ~~of new electric capacity~~ in ~~existing~~domestic ~~interconnection queues~~manufacturing. ~~Even~~AI ifworkloads ~~the~~require ~~Federal~~significant ~~Energy~~and ~~Regulatory~~continuously ~~Commission’s~~available ~~(“FERC”)~~power, ~~recent~~while ~~interconnection~~reshoring ~~reforms~~across ~~shorten~~sectors ~~the~~such ~~backlog~~as ~~for~~semiconductors ~~studies~~ and ~~interconnection~~advanced ~~agreements,~~materials ~~the~~is ~~time~~creating tonew ~~complete~~large ~~significant~~loads. ~~transmission~~Existing ~~and~~electricity ~~distribution~~customers ~~system~~in ~~upgrades~~states ~~that~~with ~~are~~heavy ~~necessary~~AI ~~to ensure grid reliability~~ and ~~deliverability~~cloud ~~remain~~data ~~bottlenecks~~center todevelopment ~~entry.~~are ~~Independent~~also ~~estimates~~raising ~~indicate~~concerns ~~that~~over torate ~~meet~~increases ~~growing~~they ~~electricity~~attribute ~~demands, there may need~~ to bethis anew 60demand ~~percent~~for ~~increase in transmission capacity by 2030~~power. ~~Yet~~These ~~only~~developments 55are ~~miles~~reshaping ofdemand ~~new~~patterns ~~transmission lines were built in 2023~~ and ~~125~~increasing ~~miles~~the ~~added~~need ~~from~~for ~~January to May 2024. We believe behind-the-meter~~dependable, ~~on-site~~rapidly ~~distributed~~deployable power ~~generation is critical to provide power quickly to customers~~sources.

~~Co-locating~~Policy ~~Large~~Support ~~Loads~~has ~~with~~been ~~Distributed~~Increasing ~~Generation~~for ~~Configured~~AI asleadership ~~Islanded~~and ~~Microgrids are Gaining in Traction as~~ Energy ~~Solutions to Bypass Long Interconnection Queues and Transmission Upgrades~~Security. Our islanded microgrid solutions allow data center and other customers the ability to skip the interconnection queue and start construction as transmission and distribution grid upgrades are not neededU.S. ~~Our~~federal Bepolicy ~~Flexible™~~discussions ~~load~~increasingly ~~following~~link ~~capability~~AI ~~allows~~competitiveness ~~us to serve customers~~ with ~~variable~~energy ~~loads~~availability, ~~without~~emphasizing the ~~need~~importance toof ~~export~~reliable ~~excess~~near-term power ~~to the grid~~sources. WeRecent ~~believe~~actions ~~avoiding~~recognize ~~these~~natural ~~lengthy~~gas ~~interconnection~~as ~~queues~~a ispractical ~~key~~bridge toresource ~~unlocking time to power~~ for ~~our~~meeting ~~customers.~~immediate ~~Our~~load ~~distributed~~growth ~~generation~~while ~~solutions,~~longer-term ~~deployable~~decarbonization ~~today,~~pathways ~~can~~evolve. ~~serve~~Over asthe ansame ~~energy transmission asset~~period, ~~helping utility companies continue to serve their customers, avoid or delay~~ certain ~~costs~~renewable toincentives ~~build~~have ~~new~~become ~~transmission~~more ~~and distribution infrastructure~~time-limited, ~~and~~affecting better allocate the costs of supplying energy to their largest power users rather than ratepayers generally. Utility companies also can use our energy solutions to provide islanded power to a specific customer for a specific tolling rate that avoids burdening its other ratepayers.


Table of Contents
Index to Financial Statements

~~Utilities are Turning to Distributed Energy Solutions to Decrease their Customers’ Time to Power. Our utility customers are recognizing~~ the ~~challenge of keeping~~ pace ~~with the growing demand for power. Aging infrastructure, coupled with transmission~~ and ~~distribution~~predictability ~~bottlenecks, are making it more difficult for utilities to integrate additional sources~~ of ~~energy to add capacity. Building~~ new ~~transmission~~renewable ~~and distribution infrastructure is expensive, takes many years, and would likely cause utility rates to increase~~additions. AsWe ~~demand~~believe ~~for~~these ~~power~~shifts ~~continues to grow, and time to power becomes increasingly important, utilities~~ are ~~exploring~~influencing ~~alternative~~customer ~~means~~planning ~~of producing~~ and ~~supplying~~procurement ~~energy~~decisions toas ~~their~~they ~~end~~evaluate ~~customers~~firm, ~~including~~rapidly ~~our~~deployable ~~Energy Server systems. We entered into multiple agreements with utilities in 2024. We expect more utility customers in the future to supplement their~~ power ~~generation with the Bloom Energy Server system either as a front of the meter solution for their entire rate base or as an onsite power solution for a specific customer~~options. As we reduce our product costs, and with utility rates expected to increase, we expect our energy solutions to become more cost competitive in more countries, communities and industries around the world.

~~Fuel~~Grid ~~Flexible~~Constraints ~~Solutions Address Reliability Concerns as well as Near-~~ and ~~Long-term~~Permitting ~~Sustainability~~Delays ~~Considerations.~~are ~~Both~~Extending ~~the~~Time ~~current lack of transmission buildout necessary~~ to ~~meet~~Power ~~the~~for ~~influx~~Traditional ofNew ~~intermittent~~Facilities ~~renewables~~ and ~~ongoing~~Expansions. ~~grid~~As ~~reliability~~electricity ~~impacts~~demand ~~from~~accelerates, ~~extreme~~grid ~~weather~~capacity ~~events~~is ~~have~~not ~~placed~~expanding ~~further~~at ~~strain~~the onsame ~~aging~~pace. ~~utility~~Extended ~~grids,~~permitting ~~leading~~timelines toand ~~periods~~supply ofchain ~~power~~constraints ~~outages~~dictate ~~for~~that ~~those~~transmission ~~reliant~~additions onremain ~~the grid. Recognizing the threat of climate change~~limited, ~~companies~~ and ~~governments~~generator ~~have~~interconnection ~~set~~queues ~~ambitious~~at ~~emissions goals to reduce~~ the ~~release~~end of ~~carbon~~2024 ~~dioxide~~totaled to2,300 ~~the atmosphere. However~~gigawatts, ~~projected~~with ~~large~~typical ~~increases~~timelines inextending ~~demand~~multiple ~~for~~years ~~power~~ and ~~limited~~further ~~new~~delays. ~~transmission~~Even ~~infrastructure~~with ~~are~~regulatory ~~challenging~~reforms, ~~prevailing~~the ~~carbon~~timelines ~~reduction~~associated ~~trajectories.~~with ~~These~~system ~~constraints~~upgrades ~~have~~required ~~created demand~~ for ~~reliable~~reliability ~~off-grid power. Data centers, critical facilities~~ and ~~many~~deliverability ~~industrial~~continue ~~customers~~to ~~are~~translate ~~excited~~ to ~~learn~~long ~~that~~lead ~~our~~times. ~~Energy~~“Time ~~Server systems have up~~ to ~~“five nines~~power” ~~(99.999%)~~has ~~availability~~become ~~using~~ a ~~microgrid~~central ~~solution.~~constraint ~~This level of availability is necessary~~ for ~~supporting~~organizations ~~large,~~planning ~~critical~~new ~~customers~~facilities ~~and~~or ~~key~~expansions ~~infrastructure~~providing byan ~~ensuring~~opportunity ~~consistent~~for ~~energy~~power ~~supply~~sources ~~even in demanding applications~~ like ~~AI.~~our ~~The~~products ~~Energy~~that ~~Server systems also~~ can ~~displace~~be ~~dirtier~~co-located ~~and~~where ~~less~~the ~~efficient~~demand ~~conventional combustion solutions like turbines and engines. Deeper decarbonization potential on our Energy Server systems~~ is ~~enabled~~needed ~~through fuel flexibility (as in addition to natural gas, our non-combustion power solutions are designed to run on biofuels or hydrogen), combined heat~~ and ~~power~~be ~~(“CHP”) offerings and carbon capture utilization and storage (“CCUS”) capability. In addition, our non~~grid-~~combustion systems emit near-zero criteria pollutants, and use no water during steady state operation~~independent.

Shift Toward Onsite Power Generation is Occurring. To address schedule certainty and bypass grid bottlenecks, large-load customers—particularly data center operators—are increasingly evaluating onsite generation as part of their energy strategy. Onsite systems, when islanded, can allow customers to control deployment timelines, secure reliable baseload supply and reduce delays associated with lengthy permitting and interconnection processes. Industry analyses and surveys indicate meaningful growth in distributed and onsite generation through the end of the decade.

Limitations Among Traditional OEMs are Extending Delivery Timelines. Traditional power generation OEMs are experiencing extended delivery timelines as demand for firm power solutions increases across data centers, industrial facilities and utility markets. Lead times for turbines, engines and other conventional equipment have lengthened due to global order volumes, supply chain constraints and component availability. In some cases, delivery windows span multiple years, limiting customers’ ability to add capacity on required schedules. We see these constraints contributing to increased interest in modular, rapidly deployable power solutions.

Utility Load Growth and Capacity Constraints are Creating Affordability Pressures. Utilities face rising load growth, cost pressures, and heightened scrutiny from both commercial and residential customers. Large users cite higher rates, reliability challenges and extended interconnection timelines, while households face increased affordability concerns as electricity takes a larger share of monthly spending. These dynamics are prompting utilities to explore more flexible and capital-efficient ways to serve load, including behind-the-meter and sleeved on-site generation arrangements that can be deployed more quickly and without extensive grid upgrades.

Our Markets

~~The~~Built ~~market~~on ~~conditions~~the ~~for~~same ~~our~~solid oxide platform, ~~are~~we ~~promising.~~develop ~~Customers~~the ~~are~~Energy ~~demanding~~Server ~~lower~~system ~~carbon~~ and ~~resilient~~the ~~energy~~Bloom ~~today~~Electrolyzer with predominantly the ~~flexibility~~same tosupply ~~move~~chain, tomanufacturing, ~~net-zero~~and ~~solutions~~engineering expertise. ~~Our~~These ~~platform~~solutions isshare ~~designed~~reliability, tocost-down, ~~meet~~permitting ~~these~~and ~~demands~~efficiency ~~and~~advantages. ~~solve~~We ~~these~~have ~~challenges.~~driven ~~Global~~down ~~electricity~~our ~~systems~~costs ~~are~~through ~~now~~our ~~facing~~relentless acommitment ~~range~~to ofinnovation ~~significant~~and ~~challenges,~~discipline. ~~including~~By ~~threats~~delivering ~~from~~either ~~extreme~~molecules ~~weather~~of ~~events~~fuel or electrons, ~~aging~~we ~~transmission~~can ~~and~~serve ~~distribution~~two ~~systems,~~different amarkets ~~wave~~with ofone ~~retiring~~platform. ~~generation~~To ~~assets~~date, ~~difficult~~nearly ~~integration~~all of ~~intermittent~~our ~~renewables,~~product ~~and~~revenue ~~load~~has ~~growth~~been ~~that~~attributable isto ~~far~~sales ~~outpacing~~of ~~the~~our ~~installation~~power ofgenerating ~~new~~Energy ~~resources.~~Server system.

~~The~~Across ~~value~~our ~~propositions~~markets for ~~our fuel cell solutions are compelling. Built on~~ the ~~same~~Energy ~~solid oxide platform~~Server, ~~we develop~~ the ~~Energy~~key ~~Server~~macro ~~system~~trends ~~and~~described ~~the~~above ~~Bloom~~are ~~Electrolyzer~~shaping ~~with predominantly~~ the ~~same~~adoption ~~supply~~of ~~chain,~~onsite ~~manufacturing,~~power ~~and~~generation ~~engineering~~for ~~expertise.~~our ~~These solutions share reliability, cost-down and efficiency advantages~~customers. We ~~have~~organize ~~driven~~our ~~down~~power ~~our~~generation ~~costs~~markets ~~through~~into ~~our~~three ~~relentless~~primary ~~commitment~~categories—Data toCenters, ~~innovation~~Commercial and ~~discipline.~~Industrial ~~By delivering either molecules of fuel or electrons~~(C&I), weand ~~can~~Utilities ~~serve~~— ~~two~~and ~~different~~view ~~markets~~diversification ~~with~~across ~~one~~each ~~platform.~~of Wethese ~~have~~categories ~~made~~and ~~significant progress developing our flexible platform to be utilized in~~ a variety of ~~new~~geographies ~~applications.~~as ~~Today,~~a ~~Bloom’s~~strategic ~~energy transition technology is helping organizations and communities achieve their energy objectives~~strength.

ToData date, nearly all of our product revenue has been attributable to sales of our power generating Energy Server system. In 2024, we increased our Energy Server system sales to utility companies seeking alternative sources of power to meet the increasing power demand coming from their customers. Operating in an islanded microgrid mode, we can be onsite and operating in months, while other power providers are quoting deliveries in years. With our Bloom Energy Server system, we are also partnering with developers for significant opportunities in waste-to-energy. In some instances, we are providing power solutions to enable lower carbon intensity renewable fuels, and in other cases, we are providing solutions to use biogas for resilient power across dairies, landfills, and wastewater treatment facilities.Centers

~~The~~AI ~~U.S.~~workloads isare ~~currently~~increasing ~~our~~demand ~~largest~~for ~~market~~reliable, incontinuously ~~terms~~available ofelectricity, ~~revenue~~ and ~~installed~~operators ~~base~~are ofincreasingly ~~the~~evaluating ~~Energy~~onsite ~~Server~~generation ~~system.~~as ~~Our~~part ~~major~~of ~~customers~~their ~~include~~power ~~companies~~architecture. inWe ~~industries~~participate ~~such~~across asmultiple ~~utilities,~~channels of the data ~~centers,~~center ~~agriculture,~~ecosystem—including ~~retail~~hyperscalers, ~~hospitals~~colocation operators, ~~higher~~neocloud ~~education~~providers, ~~biotech~~developers, and ~~manufacturing.~~infrastructure ~~Many~~investors—each ofanchored ~~our~~by lighthouse customers ~~are~~and ~~looking~~supported toby ~~solve~~active ~~time-to-power issues where they cannot get energy fast enough from the grid or current energy providers to meet their~~ commercial ~~objectives~~pipelines. ~~Our~~These ~~utility~~relationships ~~customers~~position ~~are~~us ~~using~~to ~~our~~support ~~Energy~~evolving ~~Server~~requirements ~~system~~for ~~as an alternative source of on-site power that they can supply to their end customers~~scale, ~~including~~deployment ~~AI data centers. Moreover~~speed, ~~our~~and ~~resilient technology provides secure~~ power toavailability ~~critical~~in ~~facilities,~~large ~~including~~compute ~~data~~environments. ~~centers, hospitals and high-tech~~

Commercial & Industrial (C&I)

C&I demand spans a diverse set of sectors—including advanced manufacturing, healthcare, retail, education, telecom and other critical infrastructure industries—each responding to macro factors shaping electricity availability, reliability and cost. Across these sectors, customers are encountering constraints that influence where facilities can be located, how quickly they can expand and how they operate. Many are evaluating and adopting onsite power as part of long-term operational and cost-management strategies. We serve this market through a broad portfolio of customer relationships and projects that address


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~~manufacturing,~~planning ~~while~~challenges ~~also~~and ~~serving~~customer toreliability ~~reduce greenhouse gas (“GHG”) emissions~~requirements. WeThe ~~also~~diversity ~~work~~of ~~with~~our ~~several~~C&I ~~global~~footprint ~~financing~~provides ~~and~~exposure ~~distribution~~to ~~partners~~multiple ~~who~~industry ~~purchase~~cycles and ~~deploy~~demand ~~our~~drivers ~~systems~~while atexpanding ~~end-customers’~~the ~~facilities~~range toof ~~provide~~applications ~~“electricity-as-a-service~~for onsite generation.”

Our second-largest market in terms of revenue and installed base of the Energy Server systems is South Korea. We began commercial operation in South Korea in 2018 and have grown our footprint to nearly 600 megawatts of deployed Energy Server equipment across South Korea. SK ecoplant Co., Ltd. (“SK ecoplant”) and SK eternix Co., Ltd. (“SK eternix”) serve as distributors of our systems in the Republic of Korea. The volatility of the Korean Won, as experienced in the past several months, may impact our commercial efforts in the region.Utilities

~~The~~As ~~Bloom~~demand ~~Electrolyzer~~for ~~leverages~~power ~~20+~~continues ~~years~~to ofgrow, ~~expertise~~and wetime ~~have~~to ~~accumulated~~power ~~from~~becomes ~~building~~increasingly important, ~~installing~~utilities ~~and~~are ~~operating~~exploring ~~fuel~~alternative ~~cell~~means ~~systems.~~of ~~The~~producing ~~electrolyzer~~and ~~produces~~supplying ~~hydrogen,~~energy ~~which~~to ~~has~~their ~~opened~~end ~~new markets~~customers, ~~partnerships,~~including ~~and~~our ~~geographies~~Energy ~~for~~Server ~~the company~~systems. AtCapacity ~~its~~constraints ~~high~~have ~~efficiency,~~emerged ~~the~~amongst ~~Bloom~~investor-owned ~~Electrolyzer~~utilities, ~~uses~~publicly ~~less~~owned ~~electricity~~utilities toand ~~produce~~cooperatives ~~hydrogen~~across ~~than~~regions. ~~other~~Bloom ~~electrolyzers~~Energy onServer ~~the~~systems ~~market~~can ~~today,~~be ~~potentially~~installed ~~lowering~~at the ~~overall~~utility’s ~~cost~~point of ~~producing~~distribution ~~hydrogen,~~or adirectly ~~critical~~on ~~factor~~the incustomer’s ~~accelerating~~site ~~the~~allowing ~~transition~~for toa ~~hydrogen~~variety asof acommercial ~~fuel~~relationships. ~~In 2023~~Additionally, ~~the~~gas ~~Idaho~~producers ~~National~~and ~~Laboratory~~utilities ~~(“INL”)~~are ~~concluded~~actively itlooking ~~was~~to ~~the~~serve ~~most~~expanding ~~efficient~~onsite ~~electrolyzer~~generation ~~that~~and ~~they~~are ~~had~~potential ~~tested~~customers.

~~Products~~Geographic ~~& Services~~Diversification

~~Solid~~The ~~Oxide~~U.S. ~~Platform~~is currently our largest market by revenue and installed base of our Energy Server systems. South Korea is our second-largest market, where we began commercial operations in 2018 and have grown our footprint to nearly 682 MW of deployed systems, supported by distribution partnerships with SK ecoplant Co., Ltd. and SK eternix Co., Ltd. Beyond the U.S. and South Korea, we are pursuing selective international expansion in markets where natural gas infrastructure, electricity market dynamics, and regulatory conditions create favorable environments for distributed generation. Our activities in Europe and Asia continue to grow from a smaller base, with approaches tailored to local customer needs and energy systems.

~~Our~~The ~~solid~~market ~~oxide~~for ~~fuel~~the ~~cell~~Bloom ~~(“SOFC”)~~Electrolyzer ~~technology~~is ~~platform~~also isexpected ~~the~~to ~~foundation~~be ~~for~~largely ~~our~~driven ~~Energy~~by ~~Server~~international ~~system~~demand ~~and~~in ~~Bloom~~the ~~Electrolyzer~~future. ~~Our~~The ~~modular~~electrolyzer ~~and~~produces ~~configurable~~hydrogen, ~~solid~~which ~~oxide~~has ~~platform~~the ispotential ~~capable~~to ofopen ~~providing~~new amarkets, ~~variety~~partnerships, ofand ~~sustainable~~geographies ~~energy~~for ~~solutions~~the ~~— from zero carbon electricity to clean hydrogen~~Company. WeBut, ~~continue~~given tothe ~~evolve~~early ~~and~~stage ~~expand~~of ~~our~~the ~~offerings~~clean ashydrogen wemarket’s ~~pursue~~development, ~~our~~policy ~~mission~~support tois ~~make clean~~critical, ~~reliable~~and ~~energy~~we ~~affordable~~currently ~~for~~observe ~~all.~~stronger ~~Our~~policy ~~solid~~support ~~oxide~~in ~~platform~~international ~~has~~locations ~~four~~than ~~core~~in ~~attributes~~the ~~that span our portfolio:~~U.S.

~~•Shared Solid Oxide Technology.~~ Our ~~products leverage the same proprietary fuel cell technology, including cell printing, stack and column configurations that drive high efficiency energy production across products and applications.~~Strategy

~~•Common~~Bloom’s ~~Product~~strategy ~~Architecture.~~is ~~The~~to ~~same~~scale ~~enclosures~~our ~~and~~onsite ~~skid~~power ~~mounted~~platform ~~installation~~designed ~~methods~~for an era in which electricity availability, deployment speed, and energy economics are ~~common~~becoming defining constraints across ~~our~~industries. ~~products~~We ~~and~~focus on opportunities created by four structural shifts reshaping global energy demand: the ~~modular~~rapid expansion of AI infrastructure, ~~fault~~persistent ~~tolerant~~limitations ~~design~~in ~~enables~~grid ~~resilient~~capacity, ~~operation~~reliability and ~~service~~affordability, ~~capability~~and evolving government policy that prioritizes energy independence and U.S. competitiveness in the digital economy.

~~•Shared~~We ~~Supply~~execute ~~Chain~~this ~~and~~strategy ~~Manufacturing~~cost ~~Process.~~effectively ~~Our~~by ~~core~~advancing ~~technology~~our ~~components~~proprietary solid-state fuel cell technology and ~~supplier~~the ~~network~~broader ~~are~~capabilities ~~shared~~required ~~across~~to ~~products~~deploy it at scale. ~~The~~This ~~same~~includes expanding manufacturing ~~lines~~capacity, ~~personnel~~strengthening our operational and ~~processes~~installation ~~are~~infrastructure, ~~leveraged~~and ataccelerating ~~our~~technology ~~Fremont,~~development ~~California~~across ~~cell~~new ~~print~~applications, ~~factory~~performance, cost, and ~~Delaware~~system ~~assembly~~scalability. ~~facility~~These ~~which~~investments ~~enables~~reflect ~~manufacturing~~our ~~stability~~view ~~and~~that ~~expandability.~~power ~~Remote~~is ~~monitoring,~~becoming ~~repair~~a ~~and~~foundational ~~overhaul~~layer ~~(“R&O”)~~of ~~operations~~the ~~are~~AI ~~also~~and ~~combined~~industrial toecosystems, ~~support~~similar ~~consistent~~to ~~and~~how ~~data~~silicon ~~driven~~architectures ~~end~~shaped ofprior ~~life~~computing ~~recovery~~eras.

~~•Flexible~~Our ~~Offerings.~~differentiation ~~Our~~is ~~products~~built ~~allow~~on ~~for~~several acore ~~variety~~attributes: ofrapid ~~deployment~~time ~~configurations~~to power versus traditional OEMs and ~~applications~~grid toupgrades; our emissions profile on various fuels versus competing technologies; high reliability and resilience; modularity and scalability; and capabilities aligned with AI infrastructure requirements, such as load-following. A multi-year trajectory of cost reductions has expanded the markets we can serve and remains a central focus of our plan. These characteristics allow customers’ ~~operational~~to address power availability constraints, manage deployment timelines and ~~sustainability~~build ~~goals~~energy strategies with greater certainty. Near-term, we are prioritizing markets and geographies where these needs are most acute.

~~The~~Our ~~Bloom~~long-term ~~Energy~~objective ~~Server~~is ~~System~~to establish our solid oxide fuel cell technology as the standard architecture for onsite power across data centers, advanced manufacturing, critical infrastructure, and other sectors globally. As electricity demand accelerates and customers evaluate alternatives to traditional grid-supplied power, we are positioning our fuel cell platform to serve the next generation of power-intensive industries.

~~Our~~At ~~power~~the ~~generation~~same ~~platform~~time, ~~the~~we ~~Bloom~~are ~~Energy~~developing ~~Server~~pathways ~~system,~~toward iscarbon-free ~~designed to deliver reliable~~operation, ~~resilient,~~including ~~clean~~combined ~~and~~heat ~~affordable energy for utilities~~ and ~~organizations alike. Suitable to operate parallel with the grid~~power, ~~independent~~carbon ~~of the grid~~capture, ~~or as part of a larger microgrid ecosystem~~biofuels, ~~the~~and ~~Bloom Energy Server system is based on our proprietary solid oxide technology that converts fuel, such as natural gas, biogas,~~ hydrogen~~, or a blend of these fuels, into electricity through an electrochemical process without combustion~~. ~~The~~These ~~electrical~~initiatives ~~output~~are ofintended ~~our Energy Server system is designed~~ to besupport ~~connected to the customer~~customers’s ~~main~~long-term ~~electrical~~decarbonization ~~feed,~~objectives ~~thereby~~while ~~avoiding~~enabling the ~~transmission~~reliability and ~~distribution~~deployment ~~losses~~speed ~~associated~~required ~~with a centralized grid system~~today. The modular nature of our solution enables any number of Energy Server systems to be clustered together in various configurations, providing solutions from hundreds of kilowatts to hundreds of megawatts. The Energy Server system is designed to be easily integrated into community environments due to its aesthetically attractive design, compact space requirement, minimal noise profile, low water consumption, and near-zero criteria air pollutant emissions.

The platform’s fuel flexibility combined with a skid mounted and modular package means that the Bloom Energy Server system is well situated to serve as a rapidly deployable electricity transition technology and solution today, without creating a stranded asset in the future. It performs at significantly higher efficiency than traditional, combustion-based resources. When operating on natural gas, the Energy Server system reduces carbon dioxide and air pollutants by using a non-combustion process — and applications such as CCUS or CHP further reduce these emissions.


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Our Energy Server system is designed to deliver reliable electricity. Our microgrids continue to deliver power to our customers even when the grid is not available. Our system is capable of operating at a 99%+ availability due to its modular and fault-tolerant design, which includes multiple independent power generation modules that can be concurrently replaced during maintenance to provide uninterrupted service. Our Energy Server system also has proven resilient when faced with weather events, cybersecurity attacks, and other grid outages, providing reliable power while the grid has grappled with the proliferation of intermittent wind and solar generation. Our systems can be deployed and installed far quicker than building new transmission lines or adding other forms of large-scale power generation. This value proposition is particularly meaningful for manufacturers, data centers, hospitals, and retailers with strong markets and aggressive growth plans amid a constrained grid.Products

The Bloom Energy Server system is often configured as primary power, where the system operates in parallel to the grid and provides additional base load power for customers at potentially lower prices than the grid, or as microgrids, where the system operates in islanded or gridSolid-~~connected~~Oxide ~~configurations~~Platform that offer superior power quality with minimal downtime. Our systems can be deployed mounted on skids for easy installation and movement, providing site flexibility and cost savings. Where land is expensive or in low supply, these skids can be stacked to provide additional power density that can exceed the power density of traditional power plants.Architecture

The Bloom Energy Server ~~system~~and ~~can~~Bloom beElectrolyzer ~~utilized~~are inboth ~~the~~built ~~following~~on ~~applications~~a ~~bringing~~solid ~~additional~~oxide ~~value~~fuel tocell architecture composed of repeatable fuel cell building blocks—cell printing, stack assemblies, and column configurations—and rely on a common product architecture, and shared supply chain and manufacturing process. This core architecture establishes the ~~energy~~platform ~~market:~~on which all system configurations and applications are based.

~~•CCUS.~~The ~~Our~~modular ~~Energy~~building ~~Server~~block ~~system,~~design ~~when~~enables ~~combined~~Bloom ~~with~~systems ~~third-party~~to ~~carbon~~be ~~capture~~assembled ~~technology,~~to ~~can~~support ~~provide~~deployments ~~near~~ranging ~~zero-carbon~~from ~~electricity.~~hundreds ~~During~~of ~~normal~~kilowatts ~~operations~~to ~~using~~hundreds ~~natural~~of ~~gas or biogas-fuel sources, the Energy Server system vents CO2 into the atmosphere as a byproduct~~megawatts. ~~When~~The ~~used~~unified inplatform ~~conjunction~~architecture ~~with~~enables ~~carbon~~multiple ~~capture~~deployment ~~equipment,~~configurations ~~the~~and ~~Energy~~applications ~~Server is configured~~ to ~~output~~serve ~~CO2~~customer ~~for consolidation~~goals, ~~compression,~~ and ~~processing~~allows for ~~sequestration~~improvements ~~or utilization~~ in ~~other~~stack consumer or industrial applications. The compression and processing of the anode exhaust can be performed by industrial gas companies that specialize in carbon capture technology and techniques. Bloom’s anode exhaustmaterials, ~~once dried, has 95% purity of CO2. This produces a relatively pure stream of CO2, making it comparatively simple and inexpensive to capture. Carbon capture from the Energy Server system~~ operating onperformance ~~natural gas~~ or ~~biogas~~manufacturing ~~can~~processes ~~improve~~to ~~the~~flow ~~project~~through ~~economics~~all ~~and help with a customer's decarbonization goals~~products.

~~•CHP.~~Flexibility ~~High-temperature~~is ~~cathode~~designed ~~exhaust~~into ~~from~~ the ~~Energy~~architecture. ~~Server~~While ~~system~~most ~~can~~Energy beServer ~~channeled,~~deployments ~~allowing~~use ~~the~~natural ~~resulting~~gas ~~exhaust~~as ~~heat~~fuel, tothere beis ~~fed~~no tocombustion, ~~one~~which orresults ~~more~~in ~~heat~~the ~~recovery~~Energy ~~devices,~~Server ~~such~~having as a ~~heat~~better ~~exchanger~~emissions orprofile anversus ~~absorption~~competing ~~chiller~~technologies tousing ~~support~~natural ~~both~~gas. ~~heating~~Moreover, ~~applications~~the assystems ~~well~~can asalso ~~air~~operate ~~conditioning~~on biogas, ~~refrigeration~~hydrogen, ~~and/~~or ~~process~~blends ~~fluid~~of ~~cooling~~these ~~for~~fuels, ~~use~~allowing incustomers ~~commercial~~to ~~buildings~~transition ortoward ~~other~~lower-carbon ~~industrial~~energy ~~plants.~~pathways ~~The~~without ~~increased~~replacing ~~overall~~installed ~~system~~assets. ~~efficiency~~This ~~provided~~supports byquicker ~~CHP produces both financial savings in fuel charges~~ and ~~additional~~more ~~sustainability~~sustainable ~~benefits.~~near-term Inpower ~~2024,~~production wewhile ~~improved~~enabling ~~our~~long-term ~~CHP~~transition ~~offering~~pathways ~~increasing~~as ~~the~~energy ~~combined~~systems ~~efficiency~~and ofcustomer ~~our~~sustainability ~~technology~~objectives ~~to 85% with a goal of reaching, through continuous improvement, a 90% efficiency threshold~~evolve.

~~•Waste~~Core totechnology ~~Energy.~~components, ~~Bloom~~materials ~~Energy’s~~and ~~SOFCs~~supplier ~~provide~~relationships anare ~~electrochemical~~common ~~pathway~~across toour ~~convert biogas to electricity without combustion~~products, ~~producing~~and ~~carbon-neutral~~similar ~~electricity~~manufacturing ~~with~~lines ~~near-zero air pollution~~ and ~~water~~processes ~~usage.~~are ~~The~~used ~~Energy~~in ~~Server~~Bloom’s ~~system can utilize proven~~Fremont, ~~off~~California cell-~~the-shelf~~printing ~~gas~~facility ~~conditioning~~and ~~equipment~~Delaware toassembly ~~process raw biogas into suitable fuel for power generation~~operations. ~~Using~~This ~~biogas~~unified ~~feedstocks~~manufacturing ~~with~~approach ~~our~~contributes ~~Energy~~to ~~Server~~expansion ~~system~~capability ~~can~~across ~~provide~~the ~~industry leading carbon intensity scores and other decarbonization benefits~~platform.

~~Value~~Energy ~~Proposition~~Server Platform Capabilities

~~•Scalable, Modular, Fault Tolerant Designs.~~ The ~~modular nature of the~~ Energy Server ~~system~~platform ~~design~~combines ~~allows~~the ~~for~~inherent ~~design flexibility, producing operational and serviceability~~ advantages ~~over other technologies. Our systems have design flexibility to support power needs from kW to hundreds~~ of ~~MWs,~~solid-state ~~and~~electrochemical ~~include~~conversion awith ~~wide range of reliability and output guarantees. The~~ system-level isattributes ~~capable~~designed offor operating at very high availability as independent power generation modules can be easily replaced to provide uninterrupted service and our redundant architecture reduces single points of failure. As a result, unlike traditional combustion generation, our Energy Server system can be serviced and maintained without powering down the ~~system.~~reliability ~~Modularity~~demands ~~also provides for ease~~ of ~~scalability~~critical ~~as customers grow their power needs over time~~infrastructure. Our Energy Server system is often configured as a microgrid solution without any dependency on transmission or distribution lines. These microgrids can be configured to support all or a portion of a customer’s load and are often installed alongside batteries to increase flexibility and reliability.

~~•Resilient.~~Foundational Our Energy Server system avoids the vulnerabilities of conventional transmission and distribution lines by generating power on-site. Importantly, Bloom Energy Server systems that utilize existing natural gas infrastructure rely on a redundant underground mesh network, intended to provide extremely high fuel availability that helps to mitigate some exposure to certain natural disasters, extreme weather events, and other environmental conditions that often disrupt the power grid.Attributes

•Solid-state Power Generation: Solid-state electrochemical conversion eliminates combustion, enabling high efficiency, stable performance and low criteria pollutant emissions. The absence of moving parts reduces mechanical wear and contributes to predictable output, quiet operation and suitability for deployment in space-constrained or community environments.

•Native Direct Current (DC) Power: The Energy Server generates power in DC form and delivers output compatible with emerging 800 VDC data center standards, which reduces the number of intermediate AC-to-DC conversions within the facility. This capability provides optionality for customers evaluating new electrical architectures intended to support high-density AI workloads and associated efficiency and space-planning requirements.

•Inherent Efficiency: The Energy Server delivers electricity at high efficiency, including in varying ambient temperatures and part-load operation. Higher conversion efficiency reduces the amount of fuel required per unit of electricity produced. In addition, because electrical output is delivered directly to the customer’s main electrical feed, the system avoids transmission and distribution losses associated with centralized grid delivery, improving the effective efficiency at the point of use.

•Clean & Sustainable: The Energy Server generates electricity through a non-combustion electrochemical process, resulting in near-zero smog forming criteria pollutant emissions such as oxides of nitrogen (NOx), oxides of sulfur (SOx), and particulate matter. This characteristic supports deployment in regions with strict air-quality requirements, including non-attainment zones. They also consume no water during steady state operation, potentially reducing environmental burden in drought-sensitive areas.

System Level Attributes

•Scalable, Modular, Fault Tolerant Design: The Energy Server’s modular architecture provides configuration flexibility and supports deployments ranging from kilowatts to hundreds of megawatts. Independent power modules can be replaced while the system remains online, enabling high availability and reducing single points of failure


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~~•Reliable~~through ~~Generation~~optional ~~for Mission Critical Facilities~~redundancy. ~~The~~This ~~modular~~ design ofalso ~~the~~allows ~~Energy~~customers ~~Server system can be configured into large scale Energy Server farms. Using a customized approach for each customer, these farms can be configured~~ to ~~have~~ramp ~~minimal~~capacity ~~redundancy~~over totime ~~produce~~as ~~reliable~~load ~~power~~requirements ~~output that can meet or exceed grid reliability depending on the needs of the customer~~increase. ~~Our~~The Energy Server ~~systems~~can ~~are~~be ~~designed~~deployed toas ~~deliver~~a ~~24x7~~microgrid—operating ~~power~~independently ~~with very high availability, mission-critical reliability and grid-independent capabilities. Our Energy Server system exhibits high levels~~ of ~~mean~~transmission ~~time~~or ~~between~~distribution ~~failure~~infrastructure—or ~~and~~configured ~~with concurrent maintenance has low mean time~~ to ~~repair~~support ~~which yields~~ a ~~99.9%~~portion ~~availability.~~or ~~Adding~~the ~~redundancy~~entirety ~~results~~of in a ~~higher~~customer’s ~~availability of 99.999% availability, which is suited to meet the most critical~~ load ~~requirements on the market~~.

•~~Flexible~~Resilient: ~~Deployment Configurations.~~ The Energy Server ~~system~~generates ~~can~~power ~~operate~~onsite, ~~independently~~avoiding asexposure ato ~~distributed~~vulnerabilities ~~energy~~associated ~~resource,~~with orconventional intransmission ~~combination~~and ~~with~~distribution ~~other~~lines. ~~energy~~When ~~resources~~operating ~~like~~on ~~the~~natural ~~grid~~gas, ~~renewables,~~the ~~and~~system ~~generators.~~uses ~~The~~existing Beunderground ~~Flexible™~~pipeline ~~platform~~infrastructure, ~~and~~which ~~system~~is ~~enhancements~~typically ~~support~~configured ~~ramping~~with ~~and~~redundant ~~load~~pathways ~~following~~and ~~capability~~designed ~~without~~to ~~compromising~~maintain ~~service~~high ~~life~~fuel availability. ~~The~~This ~~operational~~can ~~flexibility~~help ofmitigate ~~the~~disruptions ~~Energy~~from ~~Server~~certain ~~system~~natural ~~allows~~disasters, itextreme toweather ~~handle~~events, ~~many~~or ~~types~~other ofconditions ~~customer~~that ~~loads,~~may ~~including~~affect the ~~peak loads associated with AI data centers~~grid.

•~~Future~~Reliable: ~~Proof~~The ~~for~~modular design of the Energy ~~Transition.~~Server ~~Our~~supports ~~Energy~~deployment ~~Server~~in ~~systems~~large-scale configurations that can ~~convert~~be ~~hydrogen~~tailored ~~into~~to ~~electricity,~~customer ~~but~~reliability itrequirements. isSystems ~~optimized~~can ~~based~~be ondesigned ~~fuels~~with ~~that~~minimal ~~are~~or ~~readily~~additional ~~available~~redundancy ~~like~~to ~~natural~~meet ~~gas~~or ~~and~~exceed ~~biogas~~typical grid-level reliability. IfThe ~~and~~Energy ~~when~~Server ~~hydrogen~~is ~~becomes~~engineered ~~more~~for ~~readily~~24x7 operation and ~~economically~~high ~~available~~availability, ~~the~~with ~~Energy~~modular, ~~Server~~fault-tolerant ~~system~~components ~~use~~that ~~hydrogen~~enable asconcurrent amaintenance. ~~feedstock-helping~~Looking toat ~~prevent~~all ~~the~~systems ~~system~~installed ~~from~~after ~~becoming~~2020, aBloom’s ~~stranded~~fuel ~~asset~~cells fleet availability has been approximately 99.9% ~~Combined~~for ~~with~~all ~~CCUS~~non-redundant ~~capability,~~installations. ~~Bloom~~When ~~offers~~redundancy ~~its~~is ~~customers~~added, ~~sustainability~~the ~~benefits~~availability ~~today~~can ~~with~~be ~~multiple~~improved ~~pathways~~to achieve close to ~~long~~99.999% for applications with the highest continuity-~~term~~of-service ~~decarbonization~~requirements.

~~Competition~~•Time to Power: Time to power has become a significant consideration for customers, particularly for those in the AI Infrastructure industry. The Energy Server can be deployed on skid-mounted, modular units that support installation timelines measured in weeks and months rather than years, subject to permitting and site conditions. These modular systems allow capacity to be added in increments without large-scale electrical infrastructure upgrades, and can be sited on compact footprints, including configurations that stack multiple units on a small land area. In certain project scopes, onsite generation can enable power availability within approximately 90 days, helping customers address schedule constraints associated with traditional utility interconnection or large centralized generation assets.

In•AI ~~addition~~Workload toCompatibility: ~~centralized~~AI ~~utility~~compute ~~grids~~environments create rapid and frequent changes in power demand, with workloads shifting from low utilization to peak output within milliseconds. These variable load profiles differ from traditional data center operations and ~~other~~require ~~utility~~power systems capable of adjusting output quickly and consistently. The Energy Server adjusts electrical output by modulating fuel flow, a non-~~utility~~combustion ~~owned~~process ~~generation~~that ~~sources~~enables faster response than rotating machinery. In AI load conditions the Energy Server can respond at least twice as fast as turbines and engines, weand ~~primarily~~because ~~compete~~it ~~against:~~is used in combination with supercapacitors, its response time to a step load is instantaneous. This capability reduces the reliance on battery systems. Cycling is done with the support of supercapacitors capable of more than a million cycles, unaffected by weather conditions and posing no risk of thermal runaways. These characteristics allow the Energy Server system to support customers whose operations require rapid, real-time power adjustments as part of their overall energy strategy.

•~~Gas~~Inverter-based ~~reciprocating~~Architecture: ~~engines~~Our solid state fuel cell technology produces DC power but is traditionally delivered with a set of inverters that enable advanced grid stabilization through high-speed digital control of voltage and frequency, as well as off-grid power for behind the meter applications. ~~Reciprocating~~Unlike ~~internal~~traditional combustion-based ~~engines~~generators that rely on mechanical inertia to control grid frequency, our inverter-based fuel cells can respond to grid fluctuations in milliseconds. Our fuel cell systems are ~~powered~~equipped bywith ~~natural~~embedded ~~gas~~distributed intelligence that allows them to ~~generate~~automatically ~~electricity~~adjust ~~directly~~power ~~onsite~~output to maintain stable grid frequency and voltage, ~~often~~fulfilling critical ancillary services such as frequency regulation and spinning reserves. Our fuel cell technology combines the best attributes of conventional rotating generators and inverter based resources like solar and wind resources without the inherent limitations. Like rotating equipment, they are designed for ~~backup~~true ~~power~~continuous duty operation, ~~load~~offer ~~balancing~~fully controllable real and reactive power, orand ~~CHP~~provide ~~applications~~inherent grid‑forming capability that can establish and regulate voltage and frequency. ~~The~~Our ~~Bloom~~systems ~~Energy~~also ~~Server~~deliver ~~system~~the ~~has~~advantages aof ~~higher~~renewable ~~power~~inverter ~~density,~~based ~~lower~~resources ~~emissions~~with nearly instantaneous dynamic response, ~~higher~~high ~~reliability~~power quality, fault ride-through and ~~better~~tight ~~flexibility~~voltage toand ~~adapt~~frequency toregulation, ~~load~~but ~~fluctuations~~also can operate 24/7.

•~~Small~~Future ~~gas~~Proofed ~~turbines.~~for ~~Turbines~~Energy ~~operate~~Transition: onOur ~~carbon-~~Energy Server can convert hydrogen or biofuels into electricity, but it is optimized based on fuels ~~including~~that ~~diesel~~are ~~and~~readily available like natural gas. When running on natural gas, the Energy Server emits a relatively pure stream of carbon dioxide, which can then be captured, further purified, and ~~typically~~either ~~require~~utilized ~~greater~~or ~~redundancy~~stored ~~than~~to create a near-zero carbon solution. If and when hydrogen or biogas become more readily and economically available, the Energy Server system tocan ~~achieve~~utilize these sources as a ~~similar~~feedstock. ~~level~~Between the use of ~~availability~~zero ~~for~~carbon ~~large~~fuels ~~data~~in ~~center~~the ~~customers.~~Energy ~~The~~Server ~~Bloom~~or pairing the Energy Server ~~system~~with ~~has~~carbon ~~lower~~capture ~~emissions~~utilization and ~~higher~~storage ~~reliability.~~(CCUS)

•Combined cycle plants. Combined cycle plants use gas and steam turbines together to produce more electricity from the same fuel than a traditional simple-cycle plant. Waste heat from the gas turbine is routed to the nearby steam turbine to generate extra power. The Bloom Energy Server system can achieve similar efficiencies as combined cycle plants with the distribution losses due to onsite deployment.

We believe our Energy Server systems compete favorably against these products, with our systems capability to adapt to variable oscillating workloads. Furthermore, due to its relative ease in permitting and installation compared to the above mentioned products, the Energy Server can be deployed rapidly, giving us a competitive advantage when customers have an urgent need for power. The Energy Server system has a negligible impact on air quality, no noise pollution, and the ability to produce more megawatt hours per acre. The Energy Server system's modular design provides superior reliability compared to these products as the system can be serviced with no downtime. Finally, the Energy Server system has a high efficiency that allows for a low operating cost and emissions profile.

Other sources of competition — and the attributes that differentiate us — include:

•Intermittent solar power paired with storage. Solar power is intermittent and better suited for addressing daytime peak power requirements, while our Energy Server system is designed to provide stable high availability generation. Energy storage technology is intended to address the intermittency of solar power. However, the low power density of the combined technologies and the challenges of extended poor weather events that sharply decrease solar power production and battery recharging make the solution impractical for most commercial and industrial customers looking for on-site solutions to offset a significant amount of power. As a point of comparison, to provide the same energy output as our Energy Server systems, a photovoltaic solar installation typically requires 125 times more space. This allows us to serve a bigger portion of a customer’s energy requirements on-site based on their available and typically limited space.


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~~•Intermittent~~capability ~~wind~~when ~~power~~running ~~paired~~on ~~with~~natural ~~storage. Power from wind turbines is intermittent~~gas, ~~similar~~our toEnergy ~~solar~~Server ~~power.~~offers ~~Typically,~~our ~~wind~~customers ~~power~~sustainability isbenefits ~~deployed for utility-side~~today, ~~grid-scale~~with ~~applications~~lower inemissions ~~remote locations but not as a customer-side, distributed power alternative due to prohibitive space requirements~~ and ~~permitting issues. Wind turbines also can be co~~near-~~located~~zero ~~with storage~~pollutants, ~~with similar benefits~~ and ~~challenges~~multiple pathways to ~~solar~~long-~~and-storage~~term ~~combinations~~decarbonization. ~~Remote wind farms feeding into the grid do not help end customers avoid the vulnerabilities and costs of the transmission and distribution system.~~

~~•Traditional~~Energy ~~co-generation~~Server ~~systems.~~Core These systems deliver a combination of electric power and heat from combustion sources. We believe we compete favorably because of our non-combustion platform, superior electrical efficiencies, significantly less complex deployment (avoiding heating systems integration and requiring less space), superior availability, aesthetic appeal, and reliability. Unlike these systems, which depend on the full and concurrent utilization of waste heat to achieve high efficiencies, we can provide highly efficient systems to customers based solely on their power needs.Applications

~~•Traditional~~The ~~backup equipment. As our~~ Energy Server ~~systems deliver reliable power, particularly in grid-independent configurations where our Energy Server~~ system can ~~operate~~be ~~during~~utilized ~~grid~~in ~~outages, they can prevent~~ the ~~need~~following ~~for~~applications ~~traditional~~bringing ~~backup~~additional ~~equipment,~~value ~~such as diesel generators. By providing a solution that is designed~~ to ~~deliver~~the aenergy combustion-free power 24x7 rather than just as a backup source of power, we can generally offer a better integrated, more reliable, cleaner, and more cost-effective solution than these grid-plus-backup systems.market:

•~~Other~~Primary ~~commercially~~Power ~~available fuel cells~~Generation. ~~Our~~Historically ~~Energy~~our ~~Server~~core ~~systems use advanced SOFC technology~~offering, ~~which~~this ~~produces~~application ~~electricity~~features ~~directly~~a ~~from~~deployment ~~oxidizing fuel. The advantages~~ of ~~our~~the ~~technology~~Bloom ~~include~~Energy ~~higher~~Server ~~efficiency,~~either ~~long-term~~in ~~stability,~~front ~~elimination~~ of ~~the need for an external fuel reformer, ability to use biogas, natural gas,~~ or ~~hydrogen~~behind asthe acustomer ~~fuel,~~meter ~~low emissions,~~ and ~~relatively~~interconnected ~~low~~to ~~cost.~~the ~~There~~local ~~are~~utility ~~a variety of fuel cell technologies, characterized by their electrolyte material, including:~~grid.

~~◦Proton exchange membrane fuel cells (“PEM”)~~•Microgrids. ~~PEM~~Bloom ~~fuel~~offers ~~cells~~several ~~are~~microgrid ~~typically~~configurations ~~used~~leveraging indedicated ~~onboard~~power ~~mobility applications, such as powering forklifts, because of their compactness and ability for quick starts and stops~~equipment. ~~However,~~These ~~PEM~~systems ~~technology~~can ~~requires~~be andesigned ~~expensive platinum catalyst, which is susceptible~~ to ~~poisoning~~either byoperate ~~trace~~completely ~~amounts~~independently offrom ~~impurities in~~ the ~~fuel~~grid, or ~~exhaust~~as ~~products.~~part ~~These~~of ~~fuel~~a ~~cells~~grid ~~require~~tied ~~high-cost~~configuration ~~fuel~~where ~~input~~they ~~energy~~can ~~sources~~continue orto anprovide ~~external~~power ~~fuel~~even ~~reformer,~~when ~~which adds to~~ the ~~product’s~~grid ~~cost,~~is ~~complexity, and electrical inefficiency~~down. ~~As a result, they are not typically an economically viable option for stationary power generation.~~

~~◦Molten~~•Combined ~~carbonate~~Heat ~~fuel~~and ~~cells~~Power (~~“MCFC”~~CHP). ~~MCFCs are high~~High-temperature ~~fuel~~cathode ~~cells~~exhaust ~~that~~from ~~use~~the anEnergy ~~electrolyte~~Server ~~composed~~system ofcan abe ~~molten~~channeled, ~~carbonate~~allowing ~~salt~~the ~~mixture~~resulting ~~suspended~~exhaust inheat ato ~~porous,~~be ~~chemically~~fed ~~inert~~to ~~ceramic~~one ~~matrix~~or ofmore ~~beta-alumina~~heat ~~solid~~recovery ~~electrolyte.~~devices, ~~The~~such ~~primary~~as ~~disadvantages~~a ofheat ~~current~~exchanger ~~MCFC~~or ~~technology~~an ~~are~~absorption ~~durability~~chiller ~~and~~to ~~lower~~support ~~electrical~~both ~~efficiency~~heating ~~compared~~applications toas ~~solid~~well ~~oxide~~as ~~fuel~~air ~~cells.~~conditioning, ~~Current~~refrigeration, ~~versions~~and/or ofprocess ~~the~~fluid ~~product~~cooling ~~are built~~ for ~~300~~use ~~kilowatt~~in ~~systems~~commercial ~~and~~buildings, ~~are~~industrial ~~monolithic~~plants ~~rather~~or ~~than~~data ~~modular~~centers. ~~Smaller~~The ~~sizes~~increased ~~are~~overall ~~typically~~system ~~not~~efficiency ~~economically~~provided ~~viable.~~by InCHP ~~many~~produces ~~applications~~both ~~where~~financial ~~the~~savings ~~heat~~in ~~produced by these~~ fuel ~~cells~~charges isand ~~not~~additional ~~commercially~~sustainability ~~or internally useable continuously, mitigating the heat buildup also becomes a liability~~benefits.

~~◦Phosphoric~~•Carbon ~~acid~~Capture ~~fuel~~Utilization ~~cells~~and Storage (~~“PAFC”~~CCUS). ~~PAFCs~~Our ~~use~~Energy ~~liquid~~Server ~~phosphoric~~system, ~~acid~~when ascombined anwith ~~electrolyte.~~third-party ~~Developed~~carbon incapture ~~the~~technology, ~~mid-1960s~~can ~~and~~provide ~~field~~near zero-~~tested~~carbon ~~since~~electricity. ~~the~~During ~~1970s,~~normal ~~they~~operations ~~were~~using ~~the~~natural ~~first~~gas or biogas-fuel ~~cells~~sources, tothe beEnergy ~~commercialized.~~Server ~~PAFCs~~system ~~have~~vents ~~been~~carbon ~~used~~dioxide ~~for~~(“CO2”) ~~stationary~~into ~~power~~the ~~generators~~atmosphere ~~with~~as ~~output~~a byproduct. When used in conjunction with carbon capture equipment, the ~~100~~Energy ~~kilowatts~~Server is configured to ~~400~~output ~~kilowatts~~CO2 ~~range.~~for ~~PAFCs~~consolidation, ~~are~~compression, ~~better~~and ~~suited~~processing for ~~combined~~sequestration ~~heat~~or ~~and~~utilization ~~power~~in ~~output~~other ~~applications~~consumer ~~that~~or ~~require~~industrial ~~carefully~~applications. ~~matching~~The compression and ~~constant~~processing ~~monitoring~~ of ~~power~~the ~~and~~anode ~~heat~~exhaust ~~requirements~~can ~~(heat~~be isperformed ~~typically~~by ~~not~~industrial ~~required~~gas ~~all~~companies ~~year~~that ~~long~~specialize ~~thus~~in ~~significant~~carbon ~~efficiency~~capture istechnology ~~lost)~~and techniques. Bloom’s relatively pure stream of exhaust CO2, ~~often~~makes ~~making~~it ~~the~~comparatively ~~technology~~simple ~~difficult~~and inexpensive to ~~implement~~capture. ~~Further,~~Carbon ~~disadvantages~~capture ~~include~~from ~~low~~the ~~power~~Energy ~~density~~Server system operating on natural gas or biogas can improve project economics and ~~poor~~help ~~system~~customers ~~output~~achieve ~~stability~~decarbonization goals.

•Waste to Energy. Bloom ~~Electrolyzer~~Energy Server systems provide an electrochemical pathway to convert biogas to electricity without combustion, producing carbon-neutral electricity. The Energy Server system can utilize proven, off-the-shelf gas conditioning equipment to process raw biogas into suitable fuel for power generation. Using biogas feedstocks with our Energy Server system can provide industry leading carbon intensity scores and other decarbonization benefits.

~~The Bloom Electrolyzer is designed to produce scalable and cost-effective hydrogen using the same solid oxide platform as our~~ Energy Server ~~system.~~Systems The Bloom Electrolyzer supplants the conventional way of making hydrogen. Our electrolyzer efficiently uses electricity to split water into hydrogen and oxygen. The Bloom Electrolyzer can be paired with a variety of clean energy inputs, including renewable or nuclear feedstocks, and can be sited flexibly—delivering hydrogen to a variety of end users such as industrial, transportation and power sector applications. Our solid oxide, higher-temperature Electrolyzer is designed to produce hydrogen onsite more efficiently than lower-temperature PEM and alkaline electrolyzers. Because it operates at higher temperatures, the Bloom Electrolyzer requires less electric energy to break up water molecules and produce hydrogen. Competition

We primarily compete against alternative sources of electricity generation which provide firm, always on power. In addition to power provided by centralized utility grids, and other utility and non-utility owned generation sources, we primarily compete against OEMs providing onsite firm resources which are:

•Gas reciprocating engines. Reciprocating internal combustion engines that are powered by natural gas to generate electricity directly onsite, often for backup power, load balancing, or CHP applications. The Bloom Energy Server system has a higher efficiency, lower emissions, higher reliability, and better flexibility to adapt to load fluctuations.

•Small gas turbines. Turbines operate on carbon-based fuels including diesel and natural gas and typically require greater redundancy than the Energy Server system to achieve a similar level of availability for large data center customers. The Bloom Energy Server system has higher efficiency, lower emissions and higher reliability.

•Combined cycle plants. Combined cycle plants use gas and steam turbines together to produce more electricity from the same fuel than a traditional simple-cycle plant. Waste heat from the gas turbine is routed to the nearby steam turbine to generate extra power. The Bloom Energy Server system can achieve similar efficiencies as combined cycle plants after accounting for the transmission and distribution losses for onsite deployment.


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~~Value~~usage ~~Proposition~~and the ability to produce more megawatts for the same amount of fuel. The Energy Server system’s modular design provides superior reliability compared to these products as the system can be serviced with no downtime. Finally, the Energy Server system has a high efficiency that allows for a low operating cost and emissions profile.

~~•Higher~~Additionally, ~~Efficiency.~~major ~~Fuel~~turbine ~~(steam)~~OEMs ~~supplied~~are tocurrently ~~the~~supply ~~Bloom~~constrained ~~Electrolyzer~~and ~~undergoes~~are antypically ~~electrochemical~~prioritizing ~~reaction~~capacity atexpansion ~~700-900~~only ~~degrees~~after ~~Celsius~~fulfilling ~~which~~existing ~~is higher than other currently available technologies~~commitments. This ~~leads~~supply toconstraint, acombined ~~fundamental~~with ~~efficiency~~the ~~advantage~~long tolead ~~produce~~times ~~hydrogen~~for bytraditional ~~consuming~~grid ~~less~~infrastructure, ~~electricity.~~creates Asa ~~electricity~~market ~~accounts~~window for ~~most~~alternative ofdistributed ~~the~~generation ~~cost~~technologies ofthat ~~producing~~can ~~hydrogen~~deliver ~~from~~capacity ~~electrolysis,~~more ~~using less electricity improves the economics of producing hydrogen and aids adoption~~rapidly.

~~•Proven~~Other ~~with~~sources ~~Decades~~ of ~~Experience.~~competition—and ~~Although~~ the ~~Bloom~~attributes ~~Electrolyzer is a new product~~ that ~~opens~~differentiate ~~up a new market for~~ us, our Energy Server system and Bloom Electrolyzer share the same solid oxide platform, so our commercial field experience in power generation directly transfers to our hydrogen production and products. We build upon the same core platform, supply chain, manufacturing process, and advanced remote software monitoring across all our products and applications. Our experience working closely with developer partners, in addition to our role as an original equipment manufacturer (“OEM”), enables us to successfully engage with customers and ecosystem partners. —include:

•Intermittent solar power paired with storage. Solar power is intermittent and suited for addressing daytime peak power requirements, while our Energy Server system is designed to provide stable high availability generation. Energy storage technology is intended to address the intermittency of solar power. However, the low power density of the combined technologies and the challenges of extended poor weather events that sharply decrease solar power production and battery recharging make the solution impractical for most commercial and industrial customers looking for on-site solutions to offset a significant amount of power. Additionally, to provide the same energy output as our Energy Server systems, a photovoltaic solar installation typically requires 125 times more space. This allows us to serve a bigger portion of a customer’s energy requirements on-site based on their available and typically limited space.

•Intermittent wind power paired with storage. Power from wind turbines is intermittent, similar to solar power. Typically, wind power is deployed for utility-side, grid-scale applications in remote locations but not as a customer-side, distributed power alternative due to prohibitive space requirements and permitting issues. Wind turbines also can be co-located with storage, with similar benefits and challenges to solar-and-storage combinations, particularly during windless periods. Remote wind farms feeding into the grid also do not help end customers avoid the vulnerabilities and costs of the transmission and distribution system.

•Advanced small modular nuclear reactors (SMRs). These advanced reactors, which vary in size from tens of megawatts up to hundreds of megawatts, can be used for power generation, process heat, desalination, or other industrial uses. SMR designs may employ light water as a coolant or other non-light water coolants such as a gas, liquid metal, or molten salt. SMRs offer a lower initial capital investment, greater scalability, and siting flexibility for locations unable to accommodate more traditional larger reactors. They also have the potential for enhanced safety and security compared to earlier designs. But, deployment timelines tend to be protracted, with some designs expected to be deployable before 2030 and others to follow later in the 2030s.

•Traditional co-generation systems. These systems deliver a combination of electric power and heat from combustion sources. We compete favorably because of our non-combustion platform, superior electrical efficiencies, less complex deployment (avoiding heating systems integration and requiring less space), superior availability, aesthetic appeal, and reliability. Unlike these systems, which depend on the full and concurrent utilization of waste heat to achieve high efficiencies, we can provide highly efficient systems to customers based solely on their power needs and supplement with waste heat in more targeted applications.

•Traditional backup equipment. As our Energy Server systems deliver reliable power, particularly in grid-independent configurations where our Energy Server system can operate during grid outages, they can prevent the need for traditional backup equipment, such as diesel generators. By providing a solution that is designed to deliver a combustion-free power 24x7, we can generally offer a better integrated, more reliable, cleaner, and more cost-effective solution than these grid-plus-backup systems.

•Other commercially available fuel cells. Our Energy Server systems use advanced solid oxide fuel cell technology, which produces electricity directly from oxidizing fuel. The advantages of our technology include higher efficiency, long-term stability, elimination of the need for an external fuel reformer, ability to use biogas, natural gas, or hydrogen as a fuel, low emissions, and relatively low cost. There are a variety of fuel cell technologies, characterized by their electrolyte material, including:

◦Proton exchange membrane fuel cells (PEM). PEM fuel cells are typically used in onboard mobility applications, such as powering forklifts, because of their compactness and ability for quick starts and stops. However, PEM technology requires an expensive platinum catalyst, which is susceptible to poisoning by trace amounts of impurities in the fuel or exhaust products. These fuel cells require high-cost fuel input energy


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sources or an external fuel reformer, which adds to the product’s cost, complexity, and electrical inefficiency. As a result, they are not typically an economically viable option for stationary power generation.

◦Molten carbonate fuel cells (MCFC). MCFCs are high-temperature fuel cells that use an electrolyte composed of a molten carbonate salt mixture suspended in a porous, chemically inert ceramic matrix of beta-alumina solid electrolyte. The primary disadvantages of current MCFC technology are durability and lower electrical efficiency compared to solid oxide fuel cells. Current versions of the product are built for 300 kilowatt systems and are monolithic rather than modular. Smaller sizes are typically not economically viable. In many applications where the heat produced by these fuel cells is not commercially or internally useable continuously, mitigating the heat buildup also becomes a liability.

◦Phosphoric acid fuel cells (PAFC). PAFCs use liquid phosphoric acid as an electrolyte. Developed in the mid-1960s and field-tested since the 1970s, they were the first fuel cells to be commercialized. PAFCs have been used for stationary power generators with output in the 100 kilowatts to 400 kilowatts range. PAFCs are better suited for combined heat and power output applications that require carefully matching and constant monitoring of power and heat requirements (heat is typically not required all year long thus significant efficiency is lost), often making the technology difficult to implement. Further, disadvantages include low power density and poor system output stability.

Bloom Electrolyzer Capabilities

The Bloom Electrolyzer is designed to produce scalable and cost-effective hydrogen using the same solid oxide platform as our Energy Server system. The Bloom Electrolyzer supplants the conventional way of making hydrogen. Our electrolyzer efficiently uses electricity to split water into hydrogen and oxygen. The Bloom Electrolyzer can be paired with a variety of clean energy inputs, including renewable or nuclear feedstocks, and can be sited flexibly—delivering hydrogen to a variety of end users such as industrial, transportation and power sector applications. Our solid oxide, higher-temperature electrolyzer is designed to produce hydrogen onsite more efficiently than lower-temperature PEM and alkaline electrolyzers. Because it operates at higher temperatures, the Bloom Electrolyzer requires less electric energy to break up water molecules and produce hydrogen.

Electrolyzer Attributes

•Higher Efficiency. Fuel (steam) supplied to the Bloom Electrolyzer undergoes an electrochemical reaction at 700-900 degrees Celsius which is higher than other currently available technologies. This leads to a fundamental efficiency advantage to produce hydrogen by consuming less electricity. As electricity accounts for most of the cost of producing hydrogen from electrolysis, using less electricity improves the economics of producing hydrogen and should aid adoption.

•Proven with Decades of Experience. Although the Bloom Electrolyzer is a new product that opens up a new market for us, our Energy Server system and Bloom Electrolyzer share the same solid oxide platform, so our commercial field experience in power generation directly transfers to our hydrogen production and products. We build upon the same core platform, supply chain, manufacturing process, and advanced remote software monitoring across all our products and applications. Our experience working closely with developer partners, in addition to our role as an OEM, enables us to successfully engage with customers and ecosystem partners.

Electrolyzer Competition

Given that the clean hydrogen industry is at an early stage of development, no single technology has gained a leadership position. The Bloom Electrolyzer is differentiated from Alkaline, PEM, and Anion Exchange Membrane (“AEM”) electrolysis which are low temperature technologies using liquid water. With high temperature electrolysis, water needs to be heated, vaporized, and brought to operating temperature. The thermal energy requirements are reduced by using steam at or near operating temperature as the input to the Electrolyzer. Integrating a solid oxide electrolyzer cell with other energy feedstocks with available waste heat to provide thermal energy, like nuclear or concentrated solar, provides additional efficiency gains.

Sales, Marketing and Partnerships


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sales activities. We have developed a network of strategic advisors that create new opportunities and referrals to Bloom Energy, which has been a valuable source of high-quality leads.

To support our growth objectives and capitalize on expanding market opportunities, we are systematically scaling our commercial organization, including hiring, training, and integrating top-tier professionals.

A critical enabler of our growth strategy is the development of robust project financing capabilities. We are establishing long-term partnerships with capital providers and structuring financing programs tailored to the specific requirements of data center and industrial customers. Our financing strategy includes expanding access to diverse pools of capital that can support rapid deployment at scale, allowing us to meet customer needs for speed-to-power while maintaining appropriate capital efficiency.

We sometimes pursue relationships with other companies in areas where collaboration can produce product advancement and acceleration of entry into new geographic and vertical markets. The objectives and goals of these relationships may include one or more of the following: technology exchange or pairing, joint sales and marketing, installation, customer financing or service.

SK ecoplant in the Republic of Korea remains a strategic partner for distribution of our Energy Server. Our partnership, initiated in 2018, currently includes purchase commitments for our Energy Server systems and a joint venture for assembly of Energy Servers in the South Korean market. SK ecoplant has made investments in Bloom and currently owns approximately 2.5% of our Class A common stock. For further details on these transactions and joint venture arrangements, see Part II, Item 8, Note 17—SK ecoplant Strategic Investment in this Annual Report on Form 10-K.

Bloom Energy and American Electric Power (AEP) entered into a strategic partnership under a landmark supply agreement announced in November 2024, under which AEP is expected to procure up to 1 GW of Bloom’s solid oxide fuel cells to support high-demand commercial applications such as AI data centers. At that time, the deal marked the largest-ever commercial procurement of fuel cells, with an initial order of 100 MW and additional expansion phases expected in future years. The partnership enables AEP to swiftly meet its customers’ growing energy needs while it continues to invest in grid infrastructure. In 2025, we began working with AEP to deploy projects across the service territory as well as the project development landscape broadly through their capacity as both a channel and financing partner.

In August 2025, we entered into a strategic partnership with Brookfield to support the long-term growth of our fuel cell business and accelerate deployment of clean energy solutions with a focus on powering AI infrastructure. As part of this partnership, we established a prospective financing framework of up to $5.0 billion over five years for future Bloom Energy fuel cell projects that meet agreed investment and contractual criteria. This financing structure is expected to be housed within an AI Infrastructure Fund created by Brookfield (the “AI Fund”) and is designed to provide scalable capital for projects that advance our technology and market reach.

We sell to financiers, strategic partners, distributors and directly to end user customers, all of whom we consider to be a customer. We consider any party which buys our Energy Server directly to be a customer. To date, the majority of our end user customers prefer to pay for the power they will consume from our Energy Server product, which means the sale of the Energy Server from Bloom is made to a financier or other strategic partner that owns the Energy Server product which is used to produce power for the end customer. During the year ended December 31, 2025, revenue from three of these customers and distributors, the first of which is related party, accounted for approximately 43%, 13% and 12% of our total revenue. Please see Part II, Item 8, Note 1—Nature of Business, Liquidity and Basis of Presentation—Concentration of Risk—Customer Risk in this Annual Report on Form 10-K.

Research and Development

Our research and development efforts have addressed complex applied materials, processing and packaging challenges by inventing many proprietary advanced material science solutions. Over more than a decade, Bloom has sought to build a world-class team of solid oxide fuel cell scientists and technology experts. Our team comprises technologists with degrees in Materials Science, Electrical Engineering, Chemical Engineering, Mechanical Engineering, Civil Engineering and Nuclear Engineering, and as of December 31, 2025, includes 5962 PhDs within these or related fields. This team has continued to develop innovative technological improvements for our Energy Server system. Since our first-generation technology, we have reduced the costs, increased the output of our systems, and increased the life of our fuel cells by over two and half times.


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We have invested and plan to continue to invest a significant amount in research and development. See our discussion of research and development expenses in Part II, Item 7, Management’s Discussion and Analysis of Financial Condition and Results of Operations of this Annual Report on Form 10-K for further information.

Intellectual Property

Intellectual property is an essential differentiator for our business, and we seek to protect our intellectual property through a combination of patents, copyrights, trade secrets, trademarks, employee and third-party non-disclosure agreements, and other contractual restrictions.

We seek to protect our trade secrets and confidentiality know-how by enforcing our internal policies for data classification, authentication and protection and by requiring and enforcing non-disclosure and other agreements. We also utilize cybersecurity tools and systems, as well as physical security measures to help safeguard our most valuable data from insider threats and third party efforts to misappropriate our intellectual property. See Part I, Item 1C, Cybersecurity of this Annual Report on Form 10-K for further information.

We have developed a significant patent portfolio to protect elements of our proprietary technology. As of December 31, ~~2024~~2025, we had ~~358~~380 active utility patents and ~~148~~183 patent applications pending in the U.S., and we had an international patent portfolio comprising ~~177~~252 active patents (counting patents by countries where enforceable) and ~~430~~416 patent applications pending. Our U.S. patents are expected to expire between ~~2025~~2026 and 2044. While patents are an essential element of our intellectual property strategy, our business is not dependent on any one patent or pending patent application.

We regularly review our development efforts to assess the existence and patentability of new intellectual property. We pursue the registration of our domain names, trademarks, and service marks in the U.S. and some international locations. “Bloom Energy” and ~~the~~ “BE” ~~logos~~ are our registered trademarks in certain countries for use with ~~the~~Energy Server systems and our other products. We also hold registered trademarks for, among others, “Bloom Box,” “BloomConnect,” “BloomEnergy,” and “Energy Server” ~~system~~in various countries. Bloom has several trademark applications pending, including applications directed to new product categories, expanded use applications, and applications on several logos used by the Company.

When 11appropriate, we enforce our intellectual property rights against other parties. For more information about risks related to our intellectual property, please see the risk factors set forth under the caption Part I, Item 1A, Risk Factors—Risks Related to Our Intellectual Property.

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and our other products. We also hold registered trademarks for, among others, “Bloom Box,” “BloomConnect,” “BloomEnergy,” and “Energy Server” in various countries. Bloom has several trademark applications pending, including applications directed to new product categories, expanded use applications, and applications on several logos used by the Company.

When appropriate, we enforce our intellectual property rights against other parties. For more information about risks related to our intellectual property, please see the risk factors set forth under the caption Part I, Item 1A, Risk Factors — Risks Related to Our Intellectual Property.

Manufacturing Facilities

Our primary manufacturing facilities are in Fremont, California, and Newark, Delaware. We own our 178,000 square-foot manufacturing facility in Newark, which was our first purpose-built Bloom Energy manufacturing center and was designed specifically for copy-exact duplication as we expand, which we believe will help us scale more efficiently. Our Newark facility includes an additional 25 acres available for factory expansion and/or the co-location of supplier plants.

InWe ~~September~~lease ~~2023,~~various asmanufacturing ~~part~~facilities ofin ~~the~~California ~~approved~~and ~~restructuring~~Delaware. ~~plan~~We ~~(the~~lease ~~“Restructuring~~an ~~Plan”)~~89, ~~we initiated a closure of a 50,~~000 square-foot ~~manufacturing, warehousing, research and development (“~~R&D”) and manufacturing facility in ~~Sunnyvale~~Fremont, California, which ~~lease~~became ~~expired~~operational in ~~December~~April ~~2023~~2021. ~~Under~~Additionally, ~~the~~in ~~Restructuring~~Fremont, ~~Plan~~California, in June 2022, we ~~consolidated~~opened ~~this~~a ~~Sunnyvale~~new research and technical center and a global hydrogen development facility with ~~our~~a ~~manufacturing~~total ~~facility~~space inof ~~Fremont~~73,000 ~~California~~square feet, and, ~~performed~~since anJuly ~~optimization~~2022, ofwe ~~our~~leased ~~manufacturing~~a ~~workforce.~~164,000 ~~The~~square-foot ~~restructuring~~manufacturing ~~activities~~facility ~~were~~that ~~completed~~expires in ~~the~~February ~~first~~2036. ~~quarter~~The lease terms of ~~fiscal~~our ~~year~~Repair ~~2024.~~& ~~For~~Overhaul ~~more~~(R&O) ~~information~~manufacturing ~~about~~facilities ~~the~~in ~~restructuring~~Newark, ~~please~~Delaware, ~~see~~with ~~Part~~a IItotal area of 133,000 ~~Item~~square 8feet expire in December 2026, ~~Note~~April 122027, —and ~~Restructuring~~July 2030.

WeDuring ~~lease~~2025, ~~various~~the ~~manufacturing facilities in California and Delaware. We~~ lease anof 89our 60,000 square-foot ~~R&D and~~ manufacturing ~~facility in Fremont~~, ~~California~~warehousing, ~~which~~and ~~became~~R&D ~~operational~~facility in ~~April 2021. Additionally~~Sunnyvale, ~~in Fremont,~~ California, ~~in June 2022, we opened a new research~~ and ~~technical~~our ~~center and a global hydrogen development facility with a total space of 73~~44,000 square ~~feet, and, since July 2022, we leased a 164,000 square~~-foot ~~manufacturing~~R&D facility ~~that~~in ~~expires~~Mountain inView, ~~February~~California, ~~2036~~ended. ~~The~~As ~~lease terms~~ of ~~our~~December ~~Repair~~31, &2025, ~~Overhaul~~we ~~(“R&O”)~~had ~~manufacturing~~vacated these facilities inand ~~Newark,~~consolidated ~~Delaware,~~operations with aour ~~total~~manufacturing ~~area~~facility ofin 56Fremont,~~000~~ ~~square feet expire in December 2026 and April 2027~~California.

OnWe ~~December~~maintain ~~31,~~a ~~2024,~~full-assembly facility in the ~~lease~~Republic of ~~our 60~~Korea,~~000~~ ~~square-foot manufacturing, warehousing, and R&D facility~~ in ~~Sunnyvale,~~connection ~~California,~~with ~~ended.~~our Weefforts ~~plan~~ to ~~vacate~~develop ~~this~~a ~~facility~~local insupplier ~~the~~ecosystem ~~first~~through ~~quarter~~a ofjoint ~~fiscal~~venture ~~year 2025 and consolidate these operations~~ with ~~our~~SK ~~manufacturing facility in Fremont, California~~ecoplant.

We maintain a light-assembly facility in the Republic of Korea, in connection with our efforts to develop a local supplier ecosystem through a joint venture with SK ecoplant.

Please see Part I, Item 2, Properties for additional information regarding our facilities.

Supply Chain

Our supply chain has been uniquely developed by us since our founding, with a group of high-quality suppliers that support automotive, semiconductors and other traditional manufacturing organizations. The production of fuel cells requires rare earth elements, specialty alloys and industrial commodities. Our operations require raw materials, and in certain cases, third-party services that require special manufacturing processes. We generally have multiple sources of supply for our raw materials and services except in cases where we have specialized technology and material property requirements. Our supply base is spread around many geographies in Asia, Europe and India, consisting of suppliers with multiple areas of expertise in compaction, sintering, brazing and dealing with specialty material manufacturing techniques. Where possible, we responsibly source components like interconnects and balance of system components from various manufacturers on both a contracted and a purchase order basis. We have multi-year supply agreements with some of our supply partners for supply continuity and pricing stability. We are working with our suppliers and partners along all steps of the value chain to reduce costs by improving manufacturing technologies and expanding economies of scale.

~~There~~ have been a number of disruptions throughout the global supply chain; demand for certain components has outpaced the return of the global supply chain to full production. Though the supply constraints for a majority of our raw materials and components are expected to ease in 2025, we have experienced an increase in lead times with respect to the delivery of some of our components due to a variety of factors, including supply shortages, shipping delays and labor shortages. Additional new trade tariffs or other trade protection measures that are being considered by the new U.S. administration could have a disruptive impact on our supply chain. While our supply chain does not have significant exposure to China, significant 14


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~~tariffs~~rare onearth ~~imports~~elements, ~~from~~specialty ~~other~~alloys ~~countries~~and ~~where~~industrial ~~we do source materials could materially impact our costs~~commodities. ~~For~~In ~~example~~addition, ~~we expect the 25% tariffs imposed on U.S. imports of steel and aluminum to adversely impact~~ our ~~cost~~manufacturing ofoperations ~~raw materials~~ for our ~~products.~~Energy ~~Though~~Server weproduct ~~experienced~~also ~~delays~~requires ~~from~~raw ~~certain~~materials, ~~vendors~~ and ~~suppliers~~in ascertain ~~a result of these factors~~cases, wethird-party ~~have~~services ~~been able to mitigate the impact so~~ that werequire ~~did~~special ~~not~~manufacturing ~~experience~~processes. ~~significant~~We ~~delays~~generally inhave ~~the~~multiple ~~manufacturing~~sources of ~~our~~supply ~~platforms.~~for ~~For additional information on~~ our ~~supply~~raw ~~chain,~~materials ~~please~~and ~~see~~services ~~Part~~except ~~II,~~in ~~Item~~cases 7,where ~~Management’s~~we ~~Discussion~~have ~~and~~specialized ~~Analysis~~technology ~~of Financial Condition~~ and ~~Results~~material ofproperty ~~Operations — Overview — Certain Factors Affecting our Performance~~requirements.

Our supply base is global with presence in North America, Asia, Europe and India, consisting of suppliers with multiple areas of expertise in compaction, sintering, brazing and dealing with specialty material manufacturing techniques. Where possible, we responsibly source components like interconnects and balance of system components from various manufacturers on both a contracted and a purchase order basis. We have multi-year supply agreements with some of our supply partners for supply continuity and pricing stability. We are working with our suppliers and partners along all steps of the value chain to reduce costs by improving manufacturing technologies and expanding economies of scale.

The past year presented a number of disruptions throughout the global supply chain, which we worked to mitigate by managing supplier allocations, increasing throughput and productivity at existing suppliers, qualifying new suppliers, and eliminating dependency on constrained materials. We have enacted multiple initiatives to mitigate the impact of trade tariffs and other trade protection measures to our cost and supply availability. While our supply chain does not have significant exposure to China, significant tariffs on imports from other countries where we do source materials could materially impact our costs. Looking ahead to 2026, the challenges affecting all global commerce remain high and unchanged, and we remain vigilant to potential increases in lead times with respect to the delivery of some of our components as well as cost due to a variety of factors, including supply shortages, tariffs, shipping delays and labor shortages.

Though we did have delays from certain vendors and suppliers as a result of these factors in 2025, we have been able to mitigate the impact so that in 2025 we did not experience significant delays in the manufacturing of our platforms. For additional information on our supply chain, please see Part II, Item 7, Management’s Discussion and Analysis of Financial Condition and Results of Operations—Overview—Other Factors Affecting our Performance.

Services

We execute ~~operations~~Operations and ~~maintenance~~Maintenance ~~agreements~~ (“O&M ~~Agreements~~”) Agreements for our projects. The customer agrees to pay an ongoing service fee, and in return, we monitor, maintain, and operate the Bloom systems on the customer’s or owner’s behalf. We currently serve as the primary service ~~and~~partner ~~maintain~~for ~~every~~our installed Energy Server ~~system~~systems ~~installed~~ worldwide. Our standard O&M Agreements include full remote monitoring and 24x7 operational capability over the systems as well as scheduled and unscheduled maintenance, which in practice includes preventative maintenance, such as filter and adsorbents replacements and on-site part and periodic fuel cell replacements.

AsOur oftwo ~~December 31,~~Remote ~~2024,~~Monitoring ~~our~~and ~~in-house~~Control ~~service~~Centers ~~organization~~(RMCC) ~~had~~are ~~182~~responsible ~~dedicated~~for ~~field~~providing ~~service~~24x7 ~~personnel~~coverage ~~distributed~~of ~~across~~every ~~multiple~~installation ~~locations~~worldwide. inBy ~~both~~situating our RMCCs in the U.S. and ~~internationally~~India, we are able to provide coverage cost effectively and also provide a dual redundant system with either site designed to operate continuously should an issue arise. ~~Our~~Each ~~standard~~Energy ~~O&M~~Server ~~Agreements~~system ~~include~~we ~~full~~ship ~~remote~~includes ~~monitoring~~instrumentation and ~~24x7~~a ~~operational~~secure telemetry connection that enables the RMCC to monitor system performance parameters in real time. This comprehensive monitoring capability ~~over~~enables the ~~systems~~RMCC asoperators ~~well~~to ashave ~~scheduled~~a ~~and~~detailed ~~unscheduled~~understanding ~~maintenance,~~of ~~which~~the ininternal ~~practice~~operation ~~includes~~of ~~preventative~~our ~~maintenance~~products. Using proprietary, ~~such~~internally asdeveloped ~~filter~~software, ~~and~~the ~~adsorbents~~RMCC ~~replacements~~operators can detect changes and ~~on-site~~override ~~part~~the onboard automated control systems to remotely adjust parameters to maintain optimum system performance. In addition, we undertake advanced predictive analytics to identify potential issues before they arise and ~~periodic~~undertake ~~fuel~~adjustments ~~cell~~prior ~~replacements~~to a failure occurring.

Our ~~two~~services ~~Remote~~organization Monitoring and Control Centers (“RMCC”) are responsible for providing 24x7 coverage of every installation worldwide. By situating our RMCC centers in the U.S. and India, we are able to provide coverage cost effectively and also ~~provide~~has a ~~dual~~dedicated ~~redundant~~repair ~~system with either site designed to operate continuously should an issue arise. Each Energy Server system we ship includes instrumentation~~ and aoverhaul ~~secure~~(R&O) ~~telemetry~~facility, ~~connection~~which ~~that~~is ~~enables~~currently ~~RMCC~~based ~~to monitor over 500 system performance parameters~~ in ~~real time~~Delaware. ~~This~~The ~~comprehensive~~facility ~~monitoring~~undertakes ~~capability~~full ~~enables~~refurbishment ~~the RMCC operators to have a detailed understanding~~ of ~~the~~returned ~~internal operation of our~~ products. Using proprietary, internally developed software, the RMCC operators can detect changes and override the onboard automated control systems to remotely adjust parameters to maintain optimum system performance. In addition, we undertake advanced predictive analytics to identify potential issues before they arise and undertake adjustments prior to a failure occurring.

Our services organization also has a dedicated R&O facility, which is currently based in Delaware. The facility undertakes full refurbishment of returned products with the capability to restore them to service with a less than three-week turnaround.

Purchase and Financing Options

Both in the U.S. and internationally, we sell our products directly to customers. To appeal to a wide range of customers, we also offer several ~~financing~~alternative options. Insupported ~~the~~by Uthird-party financing.~~S.,~~ weWe ~~also~~ provide access to our Energy Server system through a Power Purchase Agreement, which is the purchase of electricity generated by the Energy Server system in exchange for a scheduled dollars per kilowatt hour rate, through a Capacity Agreement where the end user customer pays a capacity-based ~~flat~~periodic fixed payment, and through a Lease Agreement where the end user customer pays a ~~monthly~~periodic fixed ~~fee~~payment for the use of the equipment~~, and through a Managed Services Agreement, whereby we sell and lease-back the Energy Server system to supply energy services to our customers~~. Each of the foregoing are made possible through third-party financing arrangements ~~by assembling such contracts into portfolios which are sold to investors~~.

Often, our offerings are designed to take advantage of local incentives. In the U.S., our financing arrangements are structured to optimize both federal and local incentives, including tax credits made available through the Inflation Reduction Act of 2022 (the “IRA”) and accelerated depreciation. As of December 31, 2024, the investment tax credit and accelerated depreciation previously available for our U.S. offerings expired, which will affect purchasing offerings. Internationally, our sales are made primarily direct to customers as a direct product sale.

~~For~~ additional information about our different financing options, please see Part II, Item 7, Management’s Discussion and Analysis of Financial Condition and Results of Operations — Purchase and Financing Options.15

Sales, Marketing and Partnerships

We sell our products through a combination of direct and indirect sales channels. At present, most of our U.S. sales are through our direct sales force, which is segmented by vertical and type of account. We are expanding our relationship with utilities and other commercial customers across the U.S., and our utility relationships have become important partners in our sales activities. We have developed a network of strategic advisors that create new opportunities and referrals to Bloom Energy, which has been a valuable source of high-quality leads.


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WeAct ~~pursue~~of ~~relationships~~2022 ~~with~~(IRA) ~~other companies in areas where collaboration can produce product advancement~~ and ~~acceleration~~the ofOne ~~entry~~Big ~~into~~Beautiful ~~new~~Bill ~~geographic~~Act ~~and vertical markets~~(OBBBA). ~~The~~Internationally, ~~objectives~~our ~~and~~sales ~~goals~~are ofprimarily ~~these~~made ~~relationships~~directly ~~can~~to ~~include~~customers ~~one~~as ora ~~more~~product ~~of the following: technology exchange, joint sales and marketing, installation, customer financing or service~~sale.

AsFor weadditional ~~have~~information ~~cultivated~~about ~~sales~~our asdifferent ~~well as strategic and~~ financing ~~partners over the past several years~~options, ~~our~~please ~~sales have been concentrated among a few large customers and distributors each year. During the year ended December 31, 2024, revenue from three customers, the first of which is our related party (~~see Part II, Item 87, ~~Note~~Management’s 11Discussion ~~— Related Party Transactions), accounted for approximately 23%, 16%~~ and ~~14%~~Analysis of ~~our~~Financial ~~total~~Condition ~~revenue, respectively. Please see Part II, Item 8, Note 1 — Nature of Business, Liquidity~~ and ~~Basis~~Results of ~~Presentation~~ Operations—Purchase ~~Concentration~~and ofFinancing ~~Risk — Customer Risk~~Options.

SK ecoplant in the Republic of Korea is a strategic power generation and distribution partner. In October 2021, we announced an expansion of our existing partnership with SK ecoplant, that includes purchase commitments for at least 500 megawatts of our Energy Server systems between 2022 and 2024, the creation of hydrogen innovation centers in the U.S. and the Republic of Korea to advance green hydrogen commercialization, and an equity investment in Bloom Energy. In September 2023, SK ecoplant became a related party to us with the beneficial ownership of 10.5% of our outstanding Class A common stock. In December 2023, we further expanded our business partnership with SK ecoplant through the increase of SK ecoplant’s purchase commitments for Bloom Energy products of 250 megawatts through 2027 and extended the timing of delivery of the remaining commitment under the original agreement. For additional information, please see Part II, Item 8, Note 17 — SK ecoplant Strategic Investment.

Sustainability

We are driven by the promise of our contribution to the transformation and decarbonization of energy and mobility sectors globally. We are ~~working~~committed to ~~make~~making our technology available across a growing list of applications including biogas, carbon capture, hydrogen, combined heat and power, and microgrid projects ~~critical~~ to ~~aligning~~increase ~~with a 1~~sustainability.5 ~~degree warming trajectory.~~ Our natural gas-based Energy Server systems are also an important source of near-term emission reductions~~, and we are committed to evolving the gas sector through our technological development and leading market-based activity~~.

AsIn aApril ~~manufacturer~~2025, we released our ~~commitment~~2024 toImpact ~~sustainability~~Report, isEnergy ~~reflected~~for ~~not~~the ~~only~~Digital ~~through~~Revolution (the ~~impacts~~“Impact ofReport”), our ~~products~~fifth indedicated ~~operation~~report, ~~but~~using ~~also~~generally ~~through~~accepted ~~our~~sustainability ~~internal~~frameworks ~~commitment~~and tostandards, ~~resource~~including ~~efficiency,~~alignment ~~responsible~~with ~~design,~~Sustainability ~~materials~~Accounting ~~management~~Standards Board standards and ~~recycling~~the Task Force on Climate-related Financial Disclosure (TCFD) recommendations. WeIn ~~endeavor~~addition, tothe ~~consistently~~report ~~increase~~also ~~our~~utilized ~~supply~~certain ~~chain~~Global ~~responsibility~~Reporting Initiative Standards and ~~approach~~introduced toour ~~human~~first ~~capital~~index ~~management~~aligned inwith ~~ways~~the ~~that~~International ~~help~~Financial usReporting toStandard ~~continue~~(IFRS) toS2 ~~deliver~~disclosure ~~products~~standard ~~that~~in ~~add~~acknowledgment ~~long-term~~of ~~societal~~global ~~value~~standards consolidation around the framework.

WeThe ~~take~~Impact aReport ~~cradle-to-grave~~as ~~perspective~~well onas ~~product~~an ~~design~~ESG ~~and~~policy ~~use. We strive to reuse components~~ and ~~recoverable~~resource ~~materials~~library ~~where~~can ~~feasible~~be ~~and~~found ~~use~~on ~~conflict-free,~~our ~~non-toxic~~website ~~new~~at ~~resources where needed~~https://www.bloomenergy.com/sustainability. WeWebsite ~~design~~references ~~our~~throughout ~~equipment~~this sodocument ~~that~~are ~~components~~provided ~~can~~for beconvenience ~~refurbished as needed instead of requiring new equipment. Finally~~only, weand ~~seek~~the tocontent ~~cover~~on asthe ~~many~~referenced ~~materials~~websites ~~and~~is ~~components~~not asincorporated ~~practicable~~by ~~during~~reference ~~end-of-life~~into ~~management,~~this ~~reusing these materials and components~~report.

Global Climate Issues

Climate change and resulting extreme weather are having significant economic, environmental and social impacts around the world. These effects and anticipated future impacts have resulted in a wide array of market and regulatory responses, and we expect that these types of responses will continue. Our business can be impacted by climate change, and by those market and regulatory responses, in a variety of ways. We closely follow the impacts of climate change on the energy system, as well as the regulatory, policy and voluntary measures taken in response to those impacts, so that we may understand and respond to changing conditions that may affect our Company, our customers, and our investors and business partners. Our sustainability disclosures have been responsive to the recommendations from the Task Force on Climate-related Financial Disclosures (“TCFD”), as well as disclosure guidance from the Sustainability Accounting Standards Board (“SASB”) that is now incorporated into the International Financial Reporting Standards (“IFRS”) Framework with which we intend to align moving forward.

We issued our first Sustainability Report in 2021 and have since issued dedicated sustainability reports annually.

The direct impacts of climate change on energy systems, including the increased risk they pose to energy service disruption, may provide an opportunity for our extremely reliable and resilient energy generation. New or more stringent international accords, national or state legislation, or regulation of GHG emissions may increase demand for our bioenergy and hydrogen-based products, but they may also make it more expensive or impractical to deploy natural gas-fueled Energy Server systems in some markets, notwithstanding their enhanced environmental performance relative to combustion-based technologies or may cause the loss of regulatory or policy incentives for those deployments. Examples include new climate

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emissions restrictions or the introduction of carbon pricing, and the adoption of bans or restrictions on new natural gas interconnections by some local jurisdictions. For more on climate and environmental related risks, see Part I, Item 1A, Risk Factors — Risks Related to Legal Matters and Regulations.

Permits and Approvals

Each Energy Server system and Electrolyzer installation must be designed, constructed and operated in compliance with applicable federal, state, international and local regulations, codes, standards, guidelines, policies and laws. To operate our systems, we, our customers and our partners are each required to obtain applicable permits and approvals for the installation, which may include federal, state, and local authority approvals; interconnection agreements with the local electrical utility; and, where the gas distribution system is used, the gas utility as well. State and local siting approvals and air permitting have recently required the most strategy and attention.

Bloom has an experienced permitting team that develops project-specific strategies intended to leverage Bloom’s advantages for permitting speed and success. As an example, the Energy Server’s emission profile provides for significant air permitting advantages versus competing technologies and the permitting team supports efforts with customers and agencies to effectuate beneficial outcomes. In addition to developing tactical strategies rooted in an understanding of existing regulations and how they might be leveraged for Bloom’s benefit, we actively work to identify places where legislative and statutory reforms might further benefit Bloom and its permitting timelines.

Government Policies and Incentives

There are varying policy frameworks across the U.S. and internationally designed to support and accelerate the adoption of clean and/or reliable distributed power generation and hydrogen technologies, such as the manufacturing and deployment of our Energy Server systems and our Electrolyzers. These policy initiatives can come in the form of tax incentives, cash grants, performance incentives, environmental attribute credits, permitting regimes, interconnection policies and/or applicable gas or electric tariffs.

The U.S. federal government provides businesses with the Investment Tax Credit (~~the “~~ITC”) under Section 48 of the Internal Revenue Code, which has been available to the owners of our Energy Server systems for the tax year in which the systems are placed into service. The ITC for fuel cells operating on non-zero carbon fuels expired at the end of ~~fiscal year~~ 2024. ~~Although~~In ~~the~~light ~~ITC~~of ~~for~~the ~~qualified~~expiration ~~fuel~~of ~~cell~~section ~~property~~48 ~~expired on December 31~~ITC, ~~2024,~~ we entered into qualifying transactions that will allow certain of our customers to benefit from the ITC for projects placed into service by December 31, 2028.

The Inflation Reduction Act of 2022 (IRA) includes numerous investments in climate protection, and, among them, ana ~~extension~~tech-neutral ~~and~~electricity ~~expansion~~ITC (section 48E of the ~~ITC~~Internal ~~and~~Revenue ~~the~~Code ~~Production~~(IRC)) ~~Tax~~and ~~Credit~~production ~~under~~tax credit (PTC). Section 45 of the ~~Internal~~IRC ~~Revenue Code, the addition of~~ expanded tax credits for other technologies and for manufacturing of clean energy equipment, as well as ~~terms~~provisions allowing parties to ~~more easily~~ monetize ~~the~~energy tax credits. The IRA ~~contains~~adopted a multi-tiered ~~credit-amount~~ structure for ~~many~~most of the applicable energy tax credits. Specifically, for projects that ~~qualified~~qualify before the expiration, many of the credits have a lower base credit amount that can be increased up to five times if the taxpayer ~~can~~satisfies ~~satisfy~~ applicable prevailing wage orand apprenticeship requirements. The IRA also creates certain bonus tax credit amounts relevant to projects involving Bloom products that are placed in service, or of which construction began, in 2023 and 2024 and that satisfy domestic content criteria and/or are located within an “energy community.” The IRA also creates tax credits for the production of hydrogen and carbon capture, as well as incentives for clean energy manufacturing. By implementing the IRA, the U.S. federal government aims to make an impact on energy markets so that cleaner options are more affordable to consumers.

~~Our~~ Energy Server systems are currently installed at customer sites in various states across the U.S., each of which has its own enabling policy framework. Some states have utility procurement programs and/or renewable or alternative portfolio standards for which our technology is eligible. Our Energy Server systems currently qualify for a variety of state benefits and incentives, such as tax exemptions, interconnection benefits, relief from utility charges and other forms of economic and energy benefits.16


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provided certain bonus tax credit amounts relevant to projects involving Bloom products that are placed in service, or the construction of which began, in 2023 and 2024 and that satisfy domestic content criteria and/or are located within an “energy community.” The IRA also provided tax credits for the production of hydrogen and carbon capture, as well as incentives for clean energy manufacturing.

The 2025 tax legislation, commonly known as the One, Big, Beautiful Bill Act (OBBBA), significantly modifies the IRA energy incentives. Of particular importance to Bloom products, the OBBBA modified the 30% section 48E ITC to specifically include fuel cells. The OBBBA, however, excluded fuel cells from the domestic-content and energy-communities bonus credits. The expanded section 48E ITC is applicable for fuel cells the construction of which begins after December 31, 2025, and before December 31, 2033, with the credit phasing out thereafter through December 31, 2035. The OBBBA also included restrictions on the availability of energy tax credits to U.S. taxpayers owned or controlled by certain countries of concern (i.e., China, Russia, Iran and North Korea) as well as limitations on “material assistance” by any such country of concern in the manufacturing of products benefitting from such tax credits.

The OBBBA modifies other IRA energy incentives including the tax credit for the production of hydrogen (which was limited to facilities that begin construction prior to December 31, 2027), the tax credit for carbon capture (with the credit amount increased for carbon that is utilized for enhanced oil recovery or in a qualifying commercial product), as well as incentives for clean energy manufacturing (the duration of which was limited depending on the type of eligible component produced). The OBBBA modifications signal the U.S. federal government’s policy objectives of advancing electricity production as well as domestic production of energy technology.

Our Energy Server systems are currently installed at end user customer sites in various states across the U.S., each of which has its own enabling policy framework. Some states have utility procurement programs and/or renewable or alternative portfolio standards for which our technology is eligible. Our Energy Server systems currently qualify for a variety of state benefits and incentives, such as tax exemptions, interconnection benefits, relief from utility charges and other forms of economic and energy benefits.

Some municipal jurisdictions are considering or have recently enacted building codes or local ordinances that limit access to the natural gas pipeline distribution network, primarily in California and the Northeast. Specific policies vary widely as to whether or not they impact our ability to do business in a given jurisdiction and the vast majority apply only to new, rather than existing, buildings. While these jurisdictions comprise a small minority of our current and prospective business footprint, local consideration of such codes and ordinances continues to evolve. Other jurisdictions are considering enacting restrictions on data centers based on their electricity consumption, which is an evolving policy at both state and local levels.

While policy support generally has been increasing for AI leadership and energy security, the recent and rapid rise in data center development and other large loads has also drawn scrutiny from policymakers who are wary of the potential rate increases required to meet this unprecedented growth in demand. While the implications vary across jurisdictions depending on a host of factors, including local data center activity, applicable regulatory frameworks, and capacity of the local electric grid, we believe the value proposition of onsite power generally and Bloom’s Energy Server in particular holds true across the U.S. In addition to the advantages described in the prior section, onsite power can offer critical ratepayer protections, in stark contrast to traditional utility service. While the costs of onsite power are typically borne solely by the end-use customer, providing service to large load customer via the traditional electric grid often requires costly infrastructure investment that tends to be borne, at least in part, by the broader rate base. In the context of rising costs more generally, we believe this makes the ratepayer protection advantages of onsite power such as our Energy Servers increasingly prominent in related policy discussions.

Government Regulations

Our business is subject to a changing patchwork of energy and environmental laws and regulations that prevail at the federal, state, regional and local level as well as in those foreign jurisdictions in which we operate. Most existing energy and environmental laws and regulations preceded the introduction of our innovative fuel cell technology and were adopted to apply to technologies existing at the time, namely large coal, oil or gas-fired power plants, and more recently solar and wind plants.

Although 15we generally are not regulated as a utility, existing and future federal, state, international and local government statutes and regulations concerning electricity heavily influence the market for our products and services. These statutes and regulations often relate to electricity pricing, net metering, incentives, taxation, competition with utilities, the interconnection of customer-owned electricity generation, interconnection to the gas distribution system, and other issues relevant to the deployment and operation of our products, as applicable. Federal, state, international and local governments frequently modify these statutes and regulations. Governments, often acting through state utility or public service commissions, change and adopt


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Although we generally are not regulated as a utility, existing and future federal, state, international and local government statutes and regulations concerning electricity heavily influence the market for our products and services. These statutes and regulations often relate to electricity pricing, net metering, incentives, taxation, competition with utilities, the interconnection of customer-owned electricity generation, interconnection to the gas distribution system, and other issues relevant to the deployment and operation of our products, as applicable. Federal, state, international and local governments frequently modify these statutes and regulations. Governments, often acting through state utility or ~~public service commissions, change and adopt or~~ approve different requirements for regulated entities and rates for commercial customers on a regular basis. These changes can have a positive or negative impact on our ability to deliver cost savings to customers.

At the federal level, the Federal Energy Regulatory Commission (FERC) has authority to regulate, under various federal energy regulatory laws, wholesale sales of electric energy, capacity, and ancillary services, and the delivery of natural gas in interstate commerce. To operate our systems, we obtain interconnection agreements from the applicable local primary electricity and gas utilities. In almost all cases, interconnection agreements are standard form agreements that have been pre-approved by the bodies with jurisdiction over interconnection agreements, including FERC, state utility commissions, and municipal or cooperative utilities. As such, no additional regulatory approvals are typically required for the deployment of our systems once interconnection agreements are signed, although they may be required for the export and subsequent sale of electricity or other regulated products.

Product safety standards for stationary fuel cell generators have been established by the American National Standards Institute (the “ANSI”). These standards are known as ANSI/CSA FC-1. Our products are designed to meet these standards. Further, we utilize Underwriters’ Laboratory, or UL, to certify compliance with these standards. The Energy Server system installation guidance is provided by NFPA 853: Standard for the Installation of Stationary Fuel Cell Power Systems. Installations at sites are carried out to meet the requirements of these standards.

Environmental laws and regulations can give rise to liability for administrative oversight costs, cleanup costs, property damage, bodily injury, fines, and penalties. Capital and operating expenses needed to comply with environmental laws and regulations can be significant, and violations may result in substantial fines and penalties or third-party damages. In addition, maintaining compliance with applicable environmental laws, such as the Resource Conservation and Recovery Act (“RCRA”) and the Clean Air Act (“CAA”), requires significant time and management resources.

Several states and regions in which we currently operate require permits where emissions of air pollutants would exceed applicable thresholds. In most states and regions where this is the case, permits have only been required for larger Energy Server system installations. Other states and regions in which we operate, including New York, New Jersey and North Carolina, have specific air permitting exemptions for fuel cells.

As a publicly traded company in the U.S., we are subject to laws and regulations of the SEC as well as the rules of the New York Stock Exchange, on which our company is listed. As a global enterprise operating in multiple countries, we must abide by laws and regulations applicable to entities across many jurisdictions, including those governing antitrust and competition, cybersecurity, data privacy, artificial intelligence, anti-bribery and anti-competition.

As an employer of full-time and part-time employees, our operations are subject to global labor and employment laws, including wage and hour laws, health and safety laws, such as Occupational Safety and Health Administration (“OSHA”), and immigration laws. In addition, there are diverse global regulations regarding our contractor workforce. These laws and regulations are subject to change at any time and compliance with the requirements can impose significant costs. For more information about the regulations to which we are subject and the related risks to our costs and operations, please see the risk factors set forth under the caption Part I, Item 1A, Risk Factors — Risks Related to Legal Matters and Regulations.

Backlog

We view product backlog as the revenue attributable to existing contractual commitments for the purchase or use of Energy Servers by a financier or an end customer in the future. Value of product backlog includes both expected Bloom product revenue and reflects anticipated ITC and other tax incentives as applicable. We view service backlog to consist of revenue attributable to contracted operation and maintenance services associated with past and committed future sales of Energy Server product. It includes future service revenue for installed Energy Servers as well as Energy Servers to be delivered and installed in the future. The terms of the contracted operations and maintenance services range from 5 to 20 years, subject to termination for convenience on an annual basis. The timing of delivery and installation of our products has a significant impact on the timing of the recognition of our product and installation revenues. Many factors can cause a lag between the time a customer signs a contract and our recognition of product revenue. These factors include the number of Energy Server systems installed per site, local permitting and utility requirements, environmental, health and safety requirements, weather, and customer facility construction schedules. Many of these factors are unpredictable and their resolution is often outside of our or our customers’ control. Customers may also ask us to delay installation for reasons unrelated to the foregoing, including operational considerations or delays in their financing arrangements. Further, due to unexpected delays, deployments may require unanticipated expenses to expedite delivery of materials or labor to ensure the installation meets our timing objectives. These unexpected delays and expenses can be exacerbated in periods in which we deliver and install a larger number of smaller projects. In addition, if even relatively short delays occur, there may be a significant shortfall between the revenue we expect to ~~generate in a particular period and the revenue that we are able to recognize. For our installations, revenue and cost of revenue can fluctuate significantly on a periodic~~

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generate in a particular period and the revenue that we are able to recognize. For our installations, revenue and cost of revenue can fluctuate significantly on a periodic basis depending on the timing of acceptance and the type of financing used by the customer. Over the past twelve months, in light of time to power needs that we expect to continue in ~~2025~~2026, we have seen an increasing number of transactions move from a booking to revenue in less than twelve months.

Human Capital Management

We are committed to attracting and retaining exceptional talent. Investing in and inspiring our people to do their best work is critical for our success. As of December 31, ~~2024~~2025, we had 2,~~127~~214 full-time employees worldwide, of which 1,~~716~~752 were located in the U.S., ~~362~~395 were located in India, and 4967 were located in other countries. During ~~2024~~2025, our workforce ~~decreased~~increased by 114% ~~through~~as ~~voluntary~~we ~~and~~continued ~~involuntary~~to ~~attrition~~scale ~~not~~operations ~~being replaced as compared~~ to ~~fiscal~~meet ~~year~~growing ~~2023~~customer demand, ~~predominantly~~expand ~~because~~our ofmanufacturing ~~the~~capacity, ~~tail-end~~and ofstrengthen ~~the~~our ~~restructuring~~engineering ~~actions~~and weservice ~~initiated~~capabilities into ~~September~~support ~~2023 with one of~~ the ~~goals~~development ~~being~~and andeployment ~~optimization~~ of our ~~workforce~~energy ~~across multiple functions~~solutions.

In order to attract and retain our employees, we strive to maintain an inclusive, ~~diverse~~ and safe workplace, with opportunities for our employees to grow and develop in their careers. This is supported by strong compensation, benefits, and health and wellness programs. We are mission driven and hire and develop talent with a passion toward achieving our mission. We believe that, together, we can create a brighter, more sustainable future while tackling the most pressing challenges of the 21st century.

Culture of Innovation & Inclusion

Our cultural foundation is that of innovation, results, respect, and desire to do the right thing. One of our greatest strengths is aour talented and diverse employee population. We believe this leads to better decision making and best positions us to meet the needs of our customers, stockholders, and the communities in which we live and work.

Our goal is to attract and retain the most qualified talent based on our technology, and a strong employer brand in the energy industry, while providing competitive compensation and benefits. We actively source candidates from various networks globally through job postings, networking, employee referrals and job fairs. We foster an inclusive, respectful work culture, and provide career development and growth opportunities that help in retaining talent. In the past year, we have invested in development opportunities for employees including a ~~diverse~~variety ~~set~~ of learning offerings designed to enhance our leadership and talent capabilities. We continued to deliver online developmental training focused on skill enhancement for both individual contributors and managers. We also emphasized in‑person management and leadership development, establishing cohort-based programs to promote continuous learning. These cohorts will be expanded in 2026. In addition, in February 2026 we launched an enhanced Be University experience, open to all employees and supported by our new enterprise-wide learning management system.

Compensation and Benefits

Our talent strategy is integral to our business success, and we design competitive and innovative compensation and benefits programs to help meet the needs of our employees. In addition to salaries, these programs (which vary by country/region) include annual bonuses, stock awards, an employee stock purchase plan, a 401(k) plan, healthcare and insurance benefits, health savings and flexible spending accounts, paid time off, parental leave, flexible work schedules, an extensive mental health program and fitness center. In fiscal year ~~2024~~2025, we also ~~announced~~increased matching employee contributions to our 401(k) ~~Plan~~plan, which triggered an increase in participation in our 401(k) plan from 4157% to 5764%, (from 41% in 2023, mostly from our hourly employees). In addition to our broad-based equity award programs, we have used targeted equity-based grants to facilitate retention of critical talent with specialized skills and experience. In December ~~2024~~2025, Bloom granted all worldwide employees below ~~Director~~director-level and including hourly manufacturing employees with one year or more tenure (excluding China) a special recognition grant in Restricted Stock Units, which are designed to make all of them shareholders of the ~~company~~Company in ~~2025~~2026, subject to the vesting conditions of the awards.

Seasonal Trends and Economic Incentives

Our business and results of financial operations are subject to industry-specific seasonal fluctuations with the majority of bookings completed in the second half of a fiscal year. The desirability of our solution can be impacted by the availability and value of various governmental, regulatory and tax-based incentives which may change over time.

Corporate Facilities

Our corporate headquarters and principal executive offices are located at 4353 North First Street, San Jose, CA 95134, and our telephone number is (408) 543-1500. Our headquarters is used for administration, research and development, and sales and marketing and also houses one of our RMCC facilities.

~~Please~~ ~~see Part I, Item 2, Properties for additional information regarding our facilities.~~ 19


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Please see Part I, Item 2, Properties for additional information regarding our facilities.

Available Information

Our website address is www.bloomenergy.com and our investor relations website address is https://investor.bloomenergy.com. Websites are provided throughout this document for convenience only. The information contained on the referenced websites does not constitute a part of, and is not incorporated by reference into, this Annual Report on Form 10-K. Through a link on our website, we make available the following filings as soon as reasonably practicable after they are electronically filed with or furnished to the SEC: our Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, and any amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Exchange Act, as well as proxy statements and certain filings relating to beneficial ownership of our securities. The SEC also maintains a website at www.sec.gov that contains all reports that we file or furnish with the SEC electronically. All such filings, including those on our website, are available free of charge.

~~ITEM~~We 1Aintend —to ~~RISK~~use ~~FACTORS~~our website and social media posts as a means of disclosing material non-public information and for complying with our disclosure obligations under Regulation FD. Such disclosures will be included in the "Investor Relations" section of our website. Accordingly, investors should monitor that section of our website, in addition to following our social media posts, press releases, investor presentations, SEC filings and public conference calls and webcasts.

ITEM 1A—RISK FACTORS

Investing in our securities involves a high degree of risk. You should carefully consider the material risks and uncertainties described below that make an investment in us speculative or risky, as well as the other information in this Annual Report on Form 10-K, including our consolidated financial statements and the related notes and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” before you decide to purchase our securities. Some of the factors, events and contingencies discussed below may have occurred in the past, but the disclosures below are not representations as to whether or not the factors, events, or contingencies have occurred in the past, and instead reflect our beliefs and opinions as to the factors, events, or contingencies that could materially and adversely affect us in the future. A manifestation of any of the following risks could, in circumstances we may or may not be able to accurately predict, render us unable to conduct our business as currently planned and materially and adversely affect our reputation, business, prospects, growth, financial condition, cash flows, liquidity, and operating results. In addition, the occurrence of one or more of these risks may cause the market price of our common stock to decline, and you could lose all or part of your investment. It is not possible to predict or identify all such risks and uncertainties, as our operations could also be affected by factors, events, or uncertainties that are not presently known to us or that we currently do not consider presenting significant risks to our operations. Therefore, you should not consider the following risks to be a complete statement of all the potential risks or uncertainties that we face.

Risk Factor Summary

The following summarizes the more complete risk factors that follow. It should be read in conjunction with the complete Risk Factors section and should not be relied upon as an exhaustive summary of all the material risks facing our business.

Risks Related to Our Business, Industry, and Sales

•Distributed energy generation and hydrogen production are emerging markets that may not receive widespread acceptance or demand may be lower than we expect.

•Our products involve a lengthy sales and installation cycle, ~~which~~and ~~may~~if ~~lengthen~~we ~~further~~fail asto weclose ~~seek~~sales ~~larger~~on ~~transactions.~~a regular timely basis, our business could be harmed

•Our products have significant upfront costs, and, for some customers, we need to attract financiers to help customers finance purchases.

•Our AI customer mix is increasing due to the continued adoption of AI tools, and the resulting growth in AI data centers and their resulting power needs to support our business expansion. Slower expansion of AI data centers due to actual or perceived deceleration in AI adoption or other factors could have an adverse impact on our business, financial condition and results of operations.

•The economic benefits of our solutions depend on both the price and availability of gas and electricity.

•If we are not able to reduce our costs or meet service performance expectations with respect to our products, our profitability may be impaired.

~~•Deployment~~ ~~of our fuel cell products can be affected by interconnection requirements, export tariff arrangements and utility tariff requirements that are subject to change.~~ 20


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•Deployment of our fuel cell products can be affected by interconnection requirements, export tariff arrangements and utility tariff requirements that are each subject to change.

•Deployment of our Energy Server systems relies on fuel supply and specification requirements, which may change.

•We face significant competition.

•We derive a substantial portion of our revenue and backlog from a limited number of customers.

•Our future growth will depend on expanding and diversifying our products and market opportunities.

•Our ability to develop new solutions and enter new markets could be negatively impacted by regulatory restrictions, market acceptance, or our ability to engage with partners to assist in such development or expansion.

•Our products may not be successful if we are unable to maintain alignment with industry standards and requirements.

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Risks Related to Our Products and Manufacturing

•Our future success depends in part on our ability to increase production capacity for our products.

•If our products contain manufacturing defects, our business and financial results could be harmed.

•The performance of our products may be affected by factors outside of our control.

•If our estimates of useful life for our products are inaccurate or we do not meet our performance warranties and guaranties, our business and financial results could be harmed.

•Our business is subject to ~~risks~~project ~~associated~~execution ~~with construction, utility interconnection study and transmission upgrade delays, cost overruns and delays, including those related to permits, regulatory approvals, and other contingencies~~risks.

•The failure of our suppliers or other third parties to continue to deliver necessary raw materials or other components of our solutions in a timely manner and to specification could prevent us from delivering our solutions.

•WeCertain ~~have~~features ~~long-term~~or ~~supply~~characteristics ~~agreements~~of ~~that~~some ~~could~~of ~~result~~our insupply ~~excess~~agreements ~~or,~~could ifexpose ~~one~~us orto ~~more~~risks, ~~suppliers~~such doas ~~not~~excess ~~produce for any reason~~inventory, insufficient inventory, or above market pricing or higher costs, ~~and~~which could negatively affect our results of operations.

•We face supply chain competition which could result in insufficient inventory and affect our results of operations.

•We, and some of our suppliers, obtain capital equipment and other components from sole suppliers and, if this equipment is damaged or otherwise unavailable, our ability to deliver our products on time will suffer.

•~~Possible~~Trade ~~new trade~~ tariffs could have a material adverse effect on our business.

•A failure to properly comply with foreign trade zone laws and regulations could increase the cost of duties and tariffs.

•Significant disruption to the operations at our headquarters or manufacturing facilities could delay product production.

•We may introduce and promote new technologies that have not yet been proven at commercial scale, and which may not work as intended, be delivered on a timely basis or at all, be developed according to specifications, and/or received well by customers.

•We have a limited history of manufacturing new products~~, such as our Electrolyzers~~.

Risks Related to Government Incentive Programs

•Our business currently benefits from the availability of rebates, tax credits and other financial programs and incentives, and changes to such benefits could cause our revenue to decline and harm our financial results.

•We rely on tax equity financing arrangements to realize the benefits provided by U.S. federal tax benefits and accelerated tax depreciation and we also rely on incentives in the Korean, European and other international markets.

Risks Related to Legal Matters and Regulations

•We are subject to laws and regulations, ~~including~~that ~~environmental~~could ~~laws~~impose ~~and~~substantial ~~regulations,~~costs ~~regarding~~upon ~~our~~us ~~products.~~and cause delays

•We are in an unsettled regulatory and legal environment with ~~increasing~~ compliance complexity and costs.

•As we expand into international markets, we may be subject to local content requirements or pressures which could increase costs or reduce demand for our products.

•With respect to our products that run on fossil fuel, we may be subject to a heightened risk of regulation, the loss of certain incentives, and to changes in our customers’ energy procurement policies.

•Existing regulations and changes to such regulations may create technical, regulatory, and economic barriers, which could significantly reduce demand for our products or affect the financial performance of current sites.

•We may become subject to product liability claims.

•Litigation or administrative proceedings could have a material adverse effect on our business.

Risks Related to Our Intellectual Property

•Our ~~failure~~inability to effectively protect and enforce our intellectual property rights may undermine our competitive position, and litigation to protect our intellectual property rights may be costly.

•Our patent applications may not result in issued patents, and our issued patents may be successfully challenged.

•We may need to defend ourselves against intellectual property claims which may be time-consuming and costly.


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Risks Related to Our Financial Condition and Operating Results

•We have incurred significant losses in the past and we may not be profitable in future periods.

•Our financial condition and results of operations and other key metrics are likely to fluctuate.

•If we fail to manage our growth effectively, our business and operating results may suffer.

•If we fail to maintain effective internal controls, our financial reporting may be adversely affected.

•Our ability to use deferred tax assets to offset future taxable income may be subject to limitations.

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Risks Related to Our Liquidity

•We must maintain the confidence of our customers in our liquidity, including our ability to timely service our debt obligations and grow our business over the long term.

•Our indebtedness, and restrictions imposed by the agreements governing our outstanding indebtedness, may limit our financial and operating activities and may adversely affect our ability to incur additional debt to fund future needs.

•We may not be able to generate sufficient cash to meet our debt service obligations or growth plans.

Risks Related to Our Operations

•Expanding operations internationally could expose us to additional risks.

•~~Data~~Our ~~security~~internal ~~breaches~~computer systems, and ~~cyberattacks~~those ~~could~~of ~~compromise~~ our ~~intellectual~~third-party ~~property~~providers, may fail or ~~other~~suffer ~~confidential~~from ~~information~~events ~~and~~beyond ~~cause~~our ~~significant~~control, ~~damage~~including tofrom ~~our~~cybersecurity ~~business~~events, ~~product~~which ~~performance~~could reduce revenue and earnings, ~~brand~~increase expenses and ~~reputation~~expose us to legal and regulatory claims.

•We increasingly rely on the collection, processing, storage, sharing, and analysis of large volumes of data that requires strong data governance.

•If we are unable to attract and retain key employees and hire qualified management, technical, engineering, finance and sales personnel, our ability to compete and successfully grow our business could be harmed.

•Competition for manufacturing employees is intense, and we may not be able to attract and retain skilled employees.

Risks Related to Ownership of Our Common Stock

•The stock price of our common stock has been and may continue to be volatile.

•We may issue additional shares of our common stock in connection with future conversions of ~~the~~outstanding ~~Green~~convertible ~~Notes~~notes, which may dilute our existing stockholders and potentially adversely affect the market price of our common stock.

•Future sales of our common stock by SKcurrent ~~ecoplant~~or ~~Co.,~~potential ~~Ltd.~~future orsignificant ~~its affiliates~~holders, or the perception that such sales could occur, may adversely affect the market price of our common stock.

•We do not intend to pay dividends for the foreseeable future.

•Provisions in our charter documents and under Delaware law could make an acquisition of us more difficult, limit stockholders’ rights, and limit the market price of our common stock. In addition, provisions in the convertible notes we have issued could delay or prevent an otherwise beneficial takeover of us.

•Scrutiny regarding ESG could result in additional costs and adversely impact our business.

•Geopolitical events and conditions could adversely affect our business, financial condition and operating results.

Risks Related to Our Business, Industry and Sales

Distributed energy generation and hydrogen production are emerging markets, and they may not receive widespread market acceptance or demand may be lower than we expect, which may make evaluating our business and future prospects difficult.

Distributed energy generation and hydrogen production are still emerging markets. It is uncertain whether potential customers will embrace distributed generation or hydrogen production in general, or our solutions in particular. Enterprises may be unwilling to adopt our solutions over traditional, competing, and/or ~~competing~~alternative power sources such as ~~distributed~~electricity from the grid, nuclear, hydro, coal, geothermal and/or intermittent solar and/or ~~electricity~~wind ~~from~~power ~~the~~paired ~~grid~~with storage, or alternative means of producing hydrogen. This could be due to the perception that our technology or our company is unproven, lack of confidence in our business model, unavailability of third-party service providers to operate and maintain our solutions, lack of awareness of our products, or their perception of regulatory or political challenges, including challenges pertaining to technologies that use natural gas fuels or have carbon emissions.

The viability and demand for our solutions may be impacted by many factors outside of our control, including:

•market acceptance of our products (including, for example, anti-natural gas sentiment or misalignment with renewable and zero carbon procurement goals);


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•cost competitiveness, reliability, and performance of our products compared to traditional or competing power sources;

•availability and amount of government subsidies and incentives;

•the emergence, continuance, or success of, or increased government support for, other alternative energy generation or hydrogen production technologies and products;

•prices and availability of traditional or competing power solutions;

•availability and amount of government subsidies and incentives;

•the introduction, emergence, continuance, maturation or success of, or increased government support for, other hydrogen production or alternative energy generation technologies and products (including, for example, small scale nuclear and geothermal);

•geopolitical and macroeconomic instability, including wars, terrorism, political unrest, actual or threatened public health emergencies and outbreak of disease, inflation, the recessionary environment, boycotts, adoption or expansion of government trade restrictions, and other business restrictions which may negatively impact the demand for our products, or which may cause our customers to push out, cancel, or refrain from placing orders; and

•an increase in interest rates or tightening of the supply of capital in the global financial markets (including a reduction in total tax equity availability) which could make it difficult to finance our products.

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If the market for our solutions does not continue to develop as we anticipate, our business will be harmed. As a result, predicting our future revenue and appropriately budgeting for our expenses is difficult, and we have limited insight into trends that may emerge and affect our business. If actual results differ from our estimates or if we adjust our estimates in future periods, our operating results and financial position could be materially and adversely affected.

Our products involve a lengthy sales and installation cycle, and if we fail to close sales on a regular and timely basis, our business could be harmed.

Our sales cycle is typically 128 to 1812 months but can vary considerably. To make a sale, we must typically provide a significant level of education to prospective customers regarding the use and benefits of our products and technology. The period between initial discussions with a potential customer and the eventual sale usually depends on a number of factors, including the potential customer’s budget, selection of financing type, and term of the contract. InAI ~~addition,~~and wedata ~~have~~center ~~started~~customers toand ~~focus~~other onlarge ~~larger projects~~loads, ~~which~~ tend to have longer sales cycles. Prospective customers often undertake a significant evaluation process that may further extend the sales cycle, and which evaluation may be negatively impacted by general market and economic conditions such as inflation, rising interest rates, availability of capital, a recessionary environment, geopolitical instability, energy availability and costs, and the availability and effects of government initiatives. Once a customer decides to purchase our product, it ~~takes~~may take a significant amount of time for us to fulfill the sales order, generally due to variables within the customer’s control including permitting, building, availability of gas infrastructure. Generally, it takes between ~~nine~~six to ~~eighteen~~twelve months or more from the entry into a sales contract until the installation of our products. The lengthy sales and installation cycles are subject to a number of significant risks, some of which are outside of our control. Due to the long sales and installation cycles, we may expend significant resources without being certain of generating a sale.

The delivery and installation of our products has a significant impact on the timing of the recognition of our product and installation revenue. Many factors can cause a lag between the time that a customer signs a contract and our recognition of product revenue. These factors include the number of the Energy Server systems installed per site, local permitting and utility requirements, utility interconnection queues and any identified transmission and distribution upgrades, environmental, health and safety requirements, weather, customer facility construction schedules, customers’ operational considerations, and the timing of financing. Many of these factors are unpredictable and their resolution is often outside of our or our customers’ control. Customers may also ask us to delay installation for reasons unrelated to the foregoing, such as for operational considerations or delays in their financing arrangements. Further, due to unexpected delays, deployments may require unanticipated expenses to expedite delivery of materials or labor to ensure the installation meets the timing objectives. These unexpected delays and expenses can be exacerbated in periods in which we deliver and install a larger number of smaller projects. In addition, if even relatively short delays occur, there may be a significant shortfall between the revenue we expect to generate in a particular period and the revenue that we are able to recognize.

Our products have significant upfront costs, and, for some customers, we need to attract ~~investors~~financiers to help them finance purchases.

Our products have significant upfront costs, which may be a barrier for some customers who may not have the financial capability to purchase our products directly. To address this, we have developed various financing options that allow customers to use our products through third-party financing arrangements. These options enable our customers to access our products without making a direct purchase. For more information on the different financing arrangements available, please see Part II, Item 7, Management’s Discussion and Analysis of Financial Condition and Results of Operations — Purchase and Financing Options. If in any given quarter we or our customers are not able to secure funding, our financial condition and results of ~~operations would be harmed. To attract new customers, we regularly innovate our customer contracts which may have different terms and financing conditions from prior transactions.~~

We rely on and need to grow committed project financing capacity with existing partners or attract additional partners to support our growth, finance new projects, and expand our product offerings. Additionally, our ability to deploy our backlog is directly tied to our ability to secure project financing, which is often an unpredictable process. Attracting third-party financing is a complex process that is influenced by factors beyond our control, including the fluctuations of interest and currency exchange rates, the availability of tax credits and government incentives for investors, our perceived creditworthiness and the prevailing condition of credit markets. We arrange financing for our customers’ purchases of our products based on certain conditions, such as their credit quality and the expected minimum internal rate of return on the customer engagement. If these conditions are not met, we may not be able to find financing for their purchases of our products, which would have a negative impact on our revenue in a particular period. If we are unable to arrange financing for our products, our business could be harmed. Additionally, certain financing options, as with all leases, are also limited by the customer’s willingness to commit to making fixed payments, regardless of the products’ performance or our performance of our obligations under the customer agreement. If we are unable to arrange future financing for any of our current projects, it could negatively impact our business.23


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Inoperations ~~the~~would ~~U.S.,~~be our capacity to offer our Energy Server systems through financed arrangements depends in large part on the ability of financing parties to optimize the tax benefits associated with the Energy Server systems, such as the recently expired ITC for fuel cells running on a non-zero carbon fuel or accelerated depreciationharmed. ~~Interest~~To ~~rate~~attract ~~fluctuations,~~new ~~and internationally~~customers, ~~currency~~we ~~exchange~~regularly ~~rate~~innovate ~~fluctuations, may also impact the attractiveness of any financing offerings for~~ our ~~customers.~~customer ~~Our~~contracts ~~ability~~which tomay ~~finance~~have adifferent ~~PPA~~terms ~~or a lease is also related to,~~ and ~~may~~financing beconditions ~~limited~~from ~~by,~~prior ~~the creditworthiness of the customer~~transactions.

In the U.S., our capacity to offer our Energy Server systems through financed arrangements depends in large part on the ability of financing parties to optimize the tax benefits associated with the Energy Server systems. Interest rate fluctuations, and internationally, currency exchange rate fluctuations, may also impact the attractiveness of any financing offerings for our customers. Our ability to finance a PPA or a lease is also related to, and may be limited by, the creditworthiness of the customer.

In our sales process for transactions that require financing, we make certain assumptions regarding the cost of financing capital. Actual financing costs may differ materially from our estimates and financing may be more difficult or costly to secure, or may not be available, due to factors beyond our control, such as changes in customer creditworthiness, macroeconomic factors, like inflation, interest rates, a recessionary environment, geopolitical instability, and capital market volatility. The returns offered by other investment opportunities available to our financing partners and other factors may further affect financing availability. If the cost of financing ultimately exceeds our estimates, or we or our customers are unable to secure financing, we may not be able to proceed with some or all of the impacted projects, or our revenue from such projects may be less than our estimates.

Our AI customer mix is increasing due to the continued adoption of AI tools, and the resulting growth in AI data centers and their resulting power needs to support our business expansion. Slower expansion of AI data centers due to actual or perceived deceleration in AI adoption or other factors could have an adverse impact on our business, financial condition and results of operations.

While we sell our solutions to customers in a variety of industries and for a variety of applications, we have recently seen a significant increase in demand for Bloom Energy Server systems to meet the power needs of AI data centers, which are experiencing increased demand for reliable, on-site power. These AI data centers are experiencing this increased demand largely as a result of the large power consumption requirements of AI computing and the lack of available generation, transmission and interconnection from the utility grid. A deceleration in AI adoption, changes in customer capital expenditure priorities, financing constraints (including reduced availability of project finance or tax equity), longer permitting or construction lead times, local moratoria, protests or siting restrictions on data centers or distributed generation, or improved grid interconnection timelines could adversely affect AI data centers’ demand for our solutions. The rate at which AI will continue to be adopted, and the resulting increase in power needs by AI data centers and the development of new AI data centers, is inherently difficult to predict and beyond our control. However, if AI adoption does not continue at the pace that we expect, or at all, our business, financial condition and results of operations could be adversely affected.

The economic benefits of our Energy Server systems to our customers depend on both the price of gas available from the local gas utilities and the cost of electricity available from alternative sources, including local electric utility companies, and such cost structure is subject to change.

We believe that the customer’s decision to purchase our Energy Server system is significantly influenced by its price, the price predictability of electricity generated by our Energy Server systems in comparison to the retail price, and the future price outlook of electricity from the local utility grid and other energy sources. These prices are subject to change and may affect the relative benefits of our Energy Server systems. Factors that could influence these prices ~~and~~ are beyond our control and include, without limitation, the impact of energy conservation initiatives that reduce electricity consumption; construction of additional power generation plants (including renewables, storage, nuclear, coal or natural gas); technological developments by others in the electric power industry; the imposition of interconnection, “departing load,” “standby,” power factor charges, greenhouse gas emissions charges, or other charges by local electric utility or regulatory authorities; and changes in the rates offered by local electric utilities and/or in the applicability or amounts of charges and other fees imposed or incentives granted by such utilities on customers. In addition, even with available subsidies for our products, in those areas where the current cost of grid electricity is low, including in some states in the U.S. and some foreign countries, our Energy Server systems may not be economically attractive.

~~Furthermore,~~ actual or perceived potential increases in the price of natural gas or other fuels or curtailment of availability (e.g., as a consequence of physical limitations or adverse regulatory conditions for the delivery or production of natural gas or other fuels) or the inability to obtain natural gas or other fuel services could make our Energy Server systems less economically attractive to potential customers and reduce demand. While our Energy Server systems can operate using hydrogen or biofuels, the availability and current high cost of those natural gas alternatives in a particular location may make them less attractive to potential customers, reducing the demand for our products.24


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the electric power industry; the imposition of interconnection, “departing load,” “standby,” power factor charges, greenhouse gas emissions charges, or other charges by local electric utility or regulatory authorities; and changes in the rates offered by local electric utilities and/or in the applicability or amounts of charges and other fees imposed or incentives granted by such utilities on customers. In addition, even with available subsidies for our products, in those areas where the current cost of grid electricity is low, including in some states in the U.S. and some foreign countries, our Energy Server systems may not be economically attractive.

Furthermore, actual or perceived potential increases in the price of natural gas or other fuels or curtailment of availability (e.g., as a consequence of physical limitations or adverse regulatory conditions for the delivery or production of natural gas or other fuels) or the inability to obtain natural gas or other fuel services could make our Energy Server systems less economically attractive to potential customers and reduce demand. While our Energy Server systems can operate using hydrogen or biofuels, the availability and/or current high cost of those natural gas alternatives in a particular location may make them less attractive to potential customers, reducing the demand for our products.

If we are not able to reduce our costs or meet service performance expectations with respect to our products, our profitability may be impaired.

We need to reduce the manufacturing costs for our products to expand our markets. Additionally, certain of our existing service contracts rely on projections regarding service cost reductions that may not be realized. Increases in component and raw material costs, including those caused by tariffs and lack of available supply could offset our cost-cutting efforts, slowing our growth and causing our financial results and operational metrics to suffer. In the past, we have experienced price increases in raw materials, which are used in our components and subassemblies for our fuel cell products.

Our expenses have increased and may increase in the future due to factors such as increases in wages or other labor costs, marketing and sales. We may need to reduce costs to expand into new markets (in which the price of electricity from the grid is lower) while maintaining our current margins. Any failure to achieve cost reductions could adversely affect our results of operations and financial condition and harm our business and prospects. Our inability to reduce product costs may impact our profitability, which could have a material adverse effect on our business and prospects.

Deployment of our fuel cell products can be affected by interconnection requirements, export tariff arrangements and utility tariff requirements that are each subject to change.

Because our fuel cell systems are designed to be able to operate at a constant output 24x7, while our customers’ demand for electricity typically fluctuates over the course of the day or week, there are often periods when our Energy Server systems are producing more electricity than a customer may require, and such excess electricity can be exported to the local electric utility. Export of customer-generated power from our Energy Server systems is generally provided for in the markets in which we offer our fuel cells pursuant to applicable laws, regulations and tariffs, but not under all circumstances, and may be restricted or made costlier due to interconnection, relevant tariff or other issues. Many, but not all, local electric utilities provide compensation to our customers for such electricity under “fuel cell net metering” (which often differs from solar net metering) or other customer generation programs.

Fuel 22cell net metering can be affected by local utility tariffs and fees, changes to interconnection agreement terms and fuel cell net metering requirements, and some jurisdictions do not allow the export of excess electricity. At times in the past, such changes have had the effect of significantly reducing or eliminating the benefits of such programs. Changes in the availability of, or benefits offered by, utility tariffs, the applicable net metering requirements or interconnection agreements could adversely affect the demand for our Energy Server systems. For example, in California, the fuel cell net metering tariff expressly addressing fuel cells and providing certain incentives and export capability (referred to as the “Fuel Cell Net Energy Metering” (“FC NEM”)) expired at the end of 2023 and is no longer available to new customers. Existing customers can remain on the tariff if they comply with greenhouse gas emission standards that are intended to ensure they operate at a rate that is the same or better than the grid resources they are displacing. If at some point fuel cell resources cease to operate at a rate that is the same or better than the grid resources they are displacing, this may result in increased cost. There are also some more generally applicable tariffs available for customers deploying fuel cells, however, they have limitations, and while the loss of FC NEM has not yet impacted our ability to sell our Energy Server systems for use in California, that could change at some point in the future. We cannot predict the outcome of the many regulatory proceedings addressing tariffs that would include customers utilizing fuel cells. If an economical tariff for customers utilizing fuel cells is not available in a given jurisdiction, it may limit or end our ability to sell and install our Energy Server systems in that jurisdiction. Further, permits and other requirements applicable to electric and gas interconnections are subject to change. For example, some jurisdictions are limiting new gas interconnections, although others are allowing new gas interconnections for non-combustion resources like our Energy Server


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~~are producing more electricity than a customer may require, and such excess electricity can be exported to the local electric utility. Export of customer-generated power from our Energy Server~~ systems is generally provided for in the markets in which we offer our fuel cells pursuant to applicable laws, regulations and tariffs, but not under all circumstances, and may be restricted or made costlier due to interconnection, relevant tariff or other issues. Many, but not all, local electric utilities provide compensation to our customers for such electricity under “fuel cell net metering” (which often differs from solar net metering) or other customer generation programs.

Fuel cell net metering can be affected by local utility tariffs and fees, changes to interconnection agreement terms and fuel cell net metering requirements, and some jurisdictions do not allow export of excess electricity. At times in the past, such changes have had the effect of significantly reducing or eliminating the benefits of such programs. Changes in the availability of, or benefits offered by, utility tariffs, the applicable net metering requirements or interconnection agreements could adversely affect the demand for our Energy Server systems. For example, in California, the fuel cell net metering tariff expressly addressing fuel cells and providing certain incentives and export capability (referred to as the “Fuel Cell Net Energy Metering” (“FC NEM”)) expired at the end of 2023 and is no longer available to new customers. Existing customers can remain on the tariff if they comply with greenhouse gas emission standards that are intended to ensure they operate at a rate that is the same or better than the grid resources they are displacing. If at some point fuel cell resources cease to operate at a rate that is the same or better than the grid resources they are displacing, this may result in increased cost. There are also some more generally applicable tariffs available for customers deploying fuel cells, however, they have limitations, and while the loss of FC NEM has not yet impacted our ability to sell our Energy Server systems for use in California, that could change at some point in the future. We cannot predict the outcome of the many regulatory proceedings addressing tariffs that would include customers utilizing fuel cells. If an economical tariff for customers utilizing fuel cells is not available in a given jurisdiction, it may limit or end our ability to sell and install our Energy Server systems in that jurisdiction. Further, permits and other requirements applicable to electric and gas interconnections are subject to change. For example, some jurisdictions are limiting new gas interconnections, although others are allowing new gas interconnections for non-combustion resources like our Energy Server systems.

Deployment of our Energy Server systems relies on fuel supply and fuel specification requirements, which are subject to change.

Our Energy Server systems are designed to operate at a constant output 24x7. Therefore, they need a constant source of fuel such as natural gas, biogas, or hydrogen to keep them running. Fuel for our Energy Server systems is typically provided by local gas utilities. Our customers rely on such utilities to provide a constant supply of fuel that meets our specifications. However, if new regulations require a switch to different fuel for which there may be limited availability and/or which may be more costly, such as biogas, it ~~can~~may ~~create~~reduce ~~challenges~~demand for our products and their sales. Adverse fuel supply constraints or fuel outside of our fuel specifications may delay or prevent the deployment of our Energy Server systems.

We face significant competition.

We compete for customers, financing partners and incentive dollars from other electric power providers. Our Bloom Energy Server systems compete with a broad range of companies and technologies, including traditional energy suppliers, such as public utilities, and other energy providers utilizing traditional co-generation systems, nuclear, hydro, coal or geothermal power, companies utilizing intermittent solar or wind power paired with storage, and other commercially available fuel cell companies. We also compete with traditional backup energy equipment such as diesel generators. ~~Our Electrolyzers compete with low temperature electrolyzer companies using Alkaline, Proton, PEM or AEM electrolysis.~~

Many of our competitors, such as traditional utilities and other companies offering distributed generation products, have longer operating histories, customer incumbency advantages, access to and influence with local and state governments, and access to more capital resources than us. Despite advantages offered by our products, prospective customers may still select such competitors to fulfill their energy needs after weighing all of the foregoing and any other applicable considerations. Significant developments in alternative technologies, such as energy storage, wind, solar or hydro power generation, or improvements in the efficiency or cost of traditional energy sources, including coal, oil, natural gas used in combustion, or nuclear power, may materially and adversely affect our business and prospects in ways we cannot anticipate. We may also face new competitors with better technologies, products, or resources. If we fail to adapt to changing market conditions and to compete successfully with grid electricity or new competitors, our growth will be limited, which would adversely affect our business results.

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We derive a substantial portion of our revenue and backlog from a limited number of customers, and the loss of or a significant reduction in orders from a large customer could have a material adverse effect on our operating results and other key metrics.

In any particular period, a substantial amount of our total revenue has and could continue to come from a relatively small number of customers. As an example, in the year ended December 31, 2024, three customers accounted for approximately 23%, 16% and 14% of our total revenue. The loss of any large customer order or any delays in installations of new products with any large customer would materially and adversely affect our business results.

Our future growth will depend on expanding and diversifying our products and market opportunities, and if we are not successful, our operating results and future growth prospects could be adversely affected.

We plan to enhance our future growth opportunities by expanding our energy ~~and hydrogen~~ solutions. This includes expanding the features of and uses for our Energy Server systems, including providing options for carbon capture and heat output, ~~by expanding our production~~ and ~~sales of our Electrolyzer, and~~ by expanding the markets in which we sell our products. These opportunities will demand our focus, including the allocation of personnel, financial resources, and management oversight. If we fail to effectively allocate our resources or follow through on these opportunities, our business and operational results may be adversely affected.

Our investments may not result in the growth we expect, or the timing of when we expect it, for a variety of reasons, including changes in growth trends, evolving and changing markets and increasing competition, market opportunities, technology and product innovation, and changes in policy support, taxation and subsidies, and regulation. We may introduce new technologies or products that do not work, are not delivered on a timely basis, are not developed according to product or cost specifications, are not well received by customers, or do not receive the policy, taxation and subsidies, or other regulatory support that was anticipated. Moreover, there may be fewer opportunities than we expect due to a decline in business or economic conditions or a decreased demand in these markets or for our new products from our expectations, our inability to successfully execute our sales and marketing plans, or for other reasons. In addition to our current growth opportunities, our growth may be reliant on our ability to identify and develop new opportunities. This process is inherently risky and may result in investments in time and resources for which we do not achieve any return or value. These risks are enhanced by attempting to introduce multiple breakthrough technologies and products simultaneously.

Our growth opportunities are subject to constant and rapidly changing and evolving technologies and evolving industry standards and may be replaced by new technological concepts or platforms. If we do not develop innovative and reliable product offerings and enhancements in a cost-effective and timely manner that are attractive to customers in these markets, if we are otherwise unsuccessful entering and competing in these new product categories, if the new product categories in which we invest our limited resources do not emerge as opportunities or do not produce the growth or profitability we expect, or when we expect it, or if we do not correctly anticipate changes and evolutions in technology and platforms, our business and results of operations could be adversely affected.


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Our ability to develop new solutions and enter into new markets could be negatively impacted by regulatory restrictions, market acceptance, or if we are unable to identify and successfully engage with partners to assist in such development or expansion.

Our ability to develop new solutions and successfully enter new markets relies heavily on navigating regulatory landscapes and gaining market acceptance. Regulatory restrictions, such as stringent compliance requirements, can delay the launch of new solutions, increase development costs, or limit the scope of our innovations. Additionally, achieving market acceptance depends on factors such as customer trust, perceived value, and compatibility with existing systems and behaviors. If we fail to anticipate or address these challenges, our growth potential could be significantly hindered.

As we continue to develop new solutions, features and products and expand into new markets, including international markets, we may need to identify business partners, suppliers, and other third parties to facilitate such development and expansion. Identifying such partners, suppliers, and other third parties is a lengthy process and is subject to significant risks and uncertainties, such as an inability to negotiate mutually acceptable terms or such partner’s inability to execute as negotiated. In addition, there could be delays in the design, manufacture and installation of new products or the incorporation of third party components into our solutions such as CHP, CCUS, microgrids, batteries, and other distributed energy resources, and we may not be timely in the development of new solutions, products or entry into new markets, limiting our ability to expand our business and harming our financial condition and results of operations.

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Our products may not be successful if we are unable to maintain alignment with evolving industry standards and requirements.

As we invest in research and development to sustain or enhance our existing products, it is possible that the introduction of new technologies and the emergence of new industry standards or requirements could make our products less desirable or obsolete. Further, in developing our products, we make assumptions with respect to which standards, requirements, or policies will be demanded by our customers, standards-setting organizations and applicable law. If market acceptance of our products is reduced or delayed or the standards-setting organizations or legislative or regulatory authorities fail to develop timely, commercially viable standards that support our products, our business would be harmed.

Risks Related to Our Products and Manufacturing

Our future success depends in part on our ability to increase production capacity for our products, and we may not be able to do so in a timely or cost-effective manner.

ToWe ~~the~~plan ~~extent~~to wedouble ~~are~~our ~~successful~~factory incapacity ~~growing~~from ~~our~~1 ~~business,~~gigawatt weto ~~may~~2 ~~need~~gigawatts toby ~~increase~~ the ~~production~~end ~~capacity~~ of ~~our products~~2026. Our ability to ~~plan,~~complete ~~construct~~this expansion, and ~~equip~~any ~~additional~~future ~~manufacturing~~expansions, ~~facilities~~ is subject to significant risks and uncertainties, including delays, cost overruns, geopolitical instability, and labor shortages. We also need to hire, train and retain skilled employees to manage this expansion and operate our facilities effectively. The manufacture of our products is capital-intensive, and equipment, once purchased, may break down or require costly maintenance or may become obsolete due to technological improvements or other factors. We may also experience quality control issues as we implement any production upgrades. Expanding manufacturing capacity internationally may also expose us to new laws and regulations including those pertaining to labor and employment, environmental and export/import and carries risks. There is also a possibility that we may not be able to achieve our production targets for a variety of reasons, including reliance on third parties who do not fulfill their obligations to us.

If we are unable to expand our manufacturing facilities or develop our existing facilities to achieve the production throughput necessary to achieve our targeted production rate in a timely manner, we may be unable to further scale our business, which would negatively affect our results of operations and financial condition. Conversely, if the demand for our products or our production output does not rise as expected, we may not be able to spread a significant amount of our fixed costs over the production volume, resulting in a greater than expected per unit fixed cost, which would have a negative impact on our financial condition and results of operations.

If our products contain manufacturing defects, our business and financial results could be harmed.

Our products are complex, and they may contain undetected or latent errors or defects. We have experienced latent defects that were discovered once the Energy Server system was deployed in the field. Changes in our supply chain or the failure of our suppliers to otherwise provide us with components or materials that meet our specifications could introduce defects in our products. As we grow our manufacturing volume, the chance of manufacturing defects could increase. In addition, new feature launches, product introductions or design changes could introduce new design defects that may impact product performance and life. Any design or manufacturing defects or other failures of our products, including catastrophic or pervasive product failures, could cause us to incur significant costs, a large field recall, divert the attention of our engineering personnel from product development efforts, and significantly and adversely affect customer satisfaction, market acceptance, and our business reputation.

If any of our solutions are defective or fail because of their design, including those incorporating third party hardware such as CCUS, CHP, microgrids, batteries and other distributed energy resources, or if changes in applicable laws or regulations, or in the enforcement thereof, require us to redesign or recall our products, we may incur additional costs and expenses. The process of identifying and recalling a product may be lengthy and require significant resources, and we may incur significant replacement costs, contract damage claims from our customers, product liability, property damage, personal injury or other claims and liabilities, and brand and reputational harm. In addition, applications such as CCUS may impact the overall risk profile of our solutions, which could impact where our systems can be located to comply with various zoning and permit restrictions. Significant costs or payments made in connection with warranty and product liability claims and product recalls could harm our financial condition and results of operations. 27


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pervasive product failures, could cause us to incur significant costs, a large field recall, divert the attention of our engineering personnel from product development efforts, and significantly and adversely affect customer satisfaction, market acceptance, and our business reputation.

If any of our solutions are defective or fail because of their design, including those incorporating third party hardware such as carbon capture, heat capture, microgrids and other distributed energy resources, or if changes in applicable laws or regulations, or in the enforcement thereof, require us to redesign or recall our products, we may incur additional costs and expenses. The process of identifying and recalling a product may be lengthy and require significant resources, and we may incur significant replacement costs, contract damage claims from our customers, product liability, property damage, personal injury or other claims and liabilities, and brand and reputational harm. In addition, applications such as carbon capture may impact the overall risk profile of our solutions, which could impact where our systems can be located to comply with various zoning and permit restrictions. Significant costs or payments made in connection with warranty and product liability claims and product recalls could harm our financial condition and results of operations.

Furthermore, we may be unable to correct manufacturing defects or other failures of our products in a manner satisfactory to our customers, which could adversely affect customer satisfaction, market acceptance, and our business reputation.

The performance of our products may be affected by factors outside of our control, which could result in harm to our business and financial results.

Field conditions, such as the quality of the fuel supply and environmental factors, can impact the performance of our products in unpredictable ways. As we move into new geographies and deploy new features, products and service configurations, we encounter new field conditions from time to time (including as a result of climate change). Adverse impacts on performance may require us to incur significant service and re-engineering costs or divert the attention of our engineering personnel from product development efforts. Furthermore, we may be unable to adequately address the impacts of factors outside of our control in a manner satisfactory to our customers. Any of these circumstances could significantly and adversely affect customer satisfaction, market acceptance, and our business reputation.

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configurations, we encounter new field conditions from time to time (including as a result of climate change). Adverse impacts on performance may require us to incur significant service and re-engineering costs or divert the attention of our engineering personnel from product development efforts. Furthermore, we may be unable to adequately address the impacts of factors outside of our control in a manner satisfactory to our customers. Any of these circumstances could significantly and adversely affect customer satisfaction, market acceptance, and our business reputation.

If our estimates of useful life for our products are inaccurate or we do not meet our performance warranties and guaranties, our business and financial results could be harmed.

We provide performance warranties and guaranties covering the efficiency and output performance of our products. Our pricing of these contracts and our reserves for warranty and replacement are based upon our estimates of the useful life of our products and those components that are replaced as a part of standard maintenance, including assumptions regarding improvements in power module life that may fail to materialize. WeWhile we continue to make progress in streamlining our installation and maintenance processes, we have in the past experienced certain project‑specific delays. These delays underscored the operational complexities inherent in coordinating large deployments with multiple external stakeholders. If we are delayed in or unable to perform maintenance, our previously installed products would likely experience adverse performance impacts, including reduced output and/or efficiency, which could result in warranty and/or guaranty claims by our customers. In addition, we do not have a long history at a large scale, and our estimates may prove to be incorrect. Failure to meet these warranty and performance requirements may require us to replace the products or to make cash payments to customers. Actual warranty expenses may exceed estimates. If our estimates are inaccurate or we fail to accrue adequate reserves to make cash payments as required, our business and financial results could be harmed.

Our business is subject to project execution risks, including risks associated with construction, utility interconnection, fuel supply, cost overruns and delays, including those related to obtaining government permits and other contingencies that may arise in the course of completing installations.

Our financial results depend on the execution of customer projects and the timely installation of our products, which may be on a fixed price basis, subjecting us to the risk of cost overruns or other unforeseen expenses in the installation process. Our products are subject to regulation and oversight in compliance with laws and ordinances relating to building codes, safety, environmental protection, and related matters in the jurisdictions where we operate, and typically require various local and other governmental approvals and permits, including environmental approvals and permits. Delays in obtaining these approvals and permits could stall the installation process of our products and adversely affect our revenue. For more information regarding these restrictions, please see the risk factors in the section titled “Risks Related to Legal Matters and Regulations.”

In addition, the completion of some of our installations depends on the availability of and timely connection to the natural gas grid and the local electric grid. In some cases, interconnection may be conditioned on the construction by the local utility company of new transmission and distribution facilities and may also require construction of new natural gas pipelines to connect a project to the interstate pipeline system. Transmission and distribution upgrades found to be required in interconnection studies may cause planned projects to be deemed uneconomic to be constructed or may result in the size of the project itself being reduced in order to avoid significant upgrade costs. In addition, some municipalities have recently adopted restrictions that prohibit the installation of natural gas services to new construction. For more information regarding these restrictions, please see the risk factor titled “With respect to our products that run, in part, on fossil fuel, we may be subject to a heightened risk of regulation, the loss of certain incentives, and to changes in our customers’ energy procurement policies.” Delays in our ability to connect with utilities, delays in the performance of installation-related services, or poor performance of installation-related services by our general contractors or sub-contractors could have a material adverse effect on our results and could cause operating results to vary materially from period to period.

As our business grows and we increase the number of distributors selling our products, delays in project development, interconnection and permitting may affect our distributors’ ability to sell their inventories of our products and they may decide to decrease future orders of our products or we may choose to support deployment of their inventory with our end customers, either of which could adversely affect revenue and cash flows.28

Furthermore, we rely on the ability of our third-party contractors to install products at our customers’ sites and to meet our installation requirements. We particularly rely on third-party installation resources and contractors for projects in Asia and Europe. We currently work with a limited number of contractors, which could impact our ability to make installations as planned in the future. Our work with contractors may have the effect of our being required to comply with additional rules unique to our customers, site remediation, and other requirements, which can add costs and complexity to an installation project. The timeliness, thoroughness, and quality of the installation-related services performed by some of our contractors in the past have not always met our expectations or standards and may not meet our expectations and standards in the future.

Lengthy sales and installation cycles can increase the risk of customer disputes or delayed or incomplete installations. Sometimes, a customer may cancel an order prior to installation, meaning we may be unable to recover some, or all of our costs incurred in connection with design, permitting, installation and site preparations. Cancellation rates can be as high as 5% to


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~~10%~~utility incompany ~~any~~of ~~given~~new ~~period~~transmission ~~due~~and todistribution ~~factors~~facilities ~~outside~~and may also require construction of ~~our~~new ~~control,~~natural ~~such~~gas aspipelines ~~permitting~~to orconnect ~~regulatory~~a ~~issues,~~project ~~delays~~to orthe ~~unexpected~~interstate ~~costs~~pipeline insystem. ~~securing~~Transmission and distribution upgrades found to be required in interconnection ~~approvals,~~studies ~~utility~~may ~~infrastructure,~~cause ~~cost~~planned ~~changes,~~projects orto ~~other~~be ~~reasons~~deemed ~~unique~~uneconomic to ~~each~~be ~~customer.~~constructed ~~Our~~or ~~operating~~may ~~expenses~~result ~~are~~in ~~based~~the onsize ~~anticipated~~of ~~sales~~the ~~levels,~~project ~~and~~itself ~~many~~being ofreduced ~~our~~in ~~expenses~~order ~~are~~to ~~fixed~~avoid significant upgrade costs. IfIn weaddition, ~~are~~some ~~unsuccessful~~municipalities inhave ~~closing~~recently ~~sales~~adopted ~~after~~restrictions ~~expending~~that ~~significant~~prohibit ~~resources~~the orinstallation ifof wenatural ~~experience~~gas ~~customer~~services ~~disputes,~~to ~~delays~~new orconstruction. ~~cancellations~~For more information regarding these restrictions, please see the risk factor titled “With respect to our ~~reputation,~~products ~~business~~that run, ~~financial~~in ~~condition~~part, ~~results~~on offossil ~~operations~~fuel, orwe ~~cash~~may ~~flows~~be ~~could~~subject beto ~~materially~~a ~~and~~heightened ~~adversely~~risk ~~affected.~~of ~~Additionally~~regulation, ~~under~~the ~~our~~loss ~~revenue~~of ~~recognition~~certain ~~policy~~incentives, weand doto ~~not~~changes ~~recognize~~in ~~revenue~~our oncustomers’ ~~product~~energy ~~sales~~procurement ~~until~~policies.” ~~delivery~~Delays orin ~~complete~~our ~~installation.~~ability ~~Therefore,~~to aconnect ~~small~~with ~~fluctuation~~utilities, delays in the ~~timing~~performance of ~~the~~installation-related ~~sales~~services, ~~transaction’s~~or ~~completion~~poor performance of installation-related services by our general contractors or sub-contractors could ~~cause~~have a material adverse effect on our results and could cause operating results to vary materially from period to period.

Furthermore, we rely on the ability of our third-party contractors to install products at our customers’ sites and to meet our installation requirements. We rely on third-party installation resources and contractors for projects in both U.S. and international markets. We currently work with a limited number of contractors, which could impact our ability to make installations as planned in the future. The timeliness, thoroughness, and quality of the installation-related services performed by some of our contractors in the past have not always met our expectations or standards and may not meet our expectations and standards in the future.

Lengthy sales and installation cycles can increase the risk of customer disputes or delayed or incomplete installations. Sometimes, a customer may cancel an order placed under a definitive agreement but prior to installation (a “post-order cancellation”). We have sought to mitigate risks associated with post-order cancellations through imposing cancellation fees which are sized both to discourage customer cancellations and to defray our costs in the event of a cancellation. However, no assurances can be given that such mitigation measures (if available) will be successful, meaning we may be unable to recover some, or all, of our costs incurred in connection with design, permitting, installation and site preparations. Factors which may affect cancellation rates which are outside of our control include permitting or regulatory issues, delays or unexpected costs in securing interconnection approvals, utility infrastructure, cost changes, or other reasons unique to each customer. Our operating expenses are based on anticipated sales levels, and many of our expenses are fixed. If we are unsuccessful in closing sales after expending significant resources or if we experience customer disputes, delays or cancellations, our reputation, business, financial condition, results of operations or cash flows could be materially and adversely affected. Additionally, under our revenue recognition policy, we do not recognize revenue on product sales until delivery or complete installation. Therefore, a small fluctuation in the timing of the sales transaction’s completion could cause our operating results to vary materially from period to period.

Project execution risks may be heightened for large-scale, complex, first-of-a-kind, or geographically diverse projects as well as projects in new markets or regulatory environments. If we are unable to effectively manage these risks, our ability to deliver projects on time, within budget, and in accordance with contractual requirements could be adversely affected, which could harm our business reputation, customer relationships, cash flows, operational results, and financial condition.

The failure of our suppliers or other third parties to continue to deliver necessary raw materials or other components of our solutions in a timely manner and to specification could prevent us from delivering our solutions within required time frames and could cause installation delays, cancellations, penalty payments and damage to our brand and reputation.

We rely on a limited number of suppliers and other third parties, and in some cases sole suppliers, for some of the raw materials and components used to manufacture our products, including certain ~~rare earth~~ materials ~~and other materials~~ that are in limited supply. If our suppliers provide insufficient inventory to meet customer demand, or such inventory is not at the level of quality required to meet our standards, or if our suppliers are unable or unwilling to provide us with the contracted quantities (as we have limited or in some case no alternatives for supply), our results of operations could be materially and negatively impacted. We are also reliant on other third-party providers of storage equipment, infrastructure equipment and ~~pipelines~~installations, and other materials and technologies that work with our products to provide an energy solution for customers. If we fail to develop or maintain our relationships with suppliers or other third party providers, or if there is otherwise a shortage or lack of availability of any required raw materials or components, we may be unable to manufacture our products, or our solutions may be available only at a higher cost or after a long delay.

~~The~~ global supply chain for certain raw materials and components, including semiconductor components and specialty metals, has experienced significant strain in recent years. The macroeconomic environment and geopolitical instability have also contributed to and exacerbated this strain. There can be no assurance that the impact of these issues on the supply chain will not continue, or worsen, in the future. Significant delays and shortages could prevent us from delivering our solutions to customers within the required time frames and cause order cancellations, and could increase our costs, which would adversely impact our cash flows and the results of operations.29

In some cases, we have had to create our own supply chain for some of the components and materials utilized in our fuel cells. We have made significant expenditures to expand and bolster our supply chain. In many cases, we entered into contractual relationships with suppliers to jointly develop the components we needed. These activities are time and capital intensive. In addition, some of our suppliers use proprietary processes to manufacture components. We may be unable to obtain comparable components from alternative suppliers without considerable delay, expense, or at all, as replacing these suppliers could require us either to make significant investments to bring the capability in-house or to invest in a new supply chain partner. Some of our suppliers are smaller, private companies, which are heavily dependent on us as a customer. If our suppliers face difficulties obtaining the credit or capital necessary to expand their operations when needed, they could be unable to supply necessary raw materials and components to meet our requirements, which would negatively impact our sales volumes and cash flows.

The failure by us to obtain raw materials or components in a timely manner or to obtain raw materials or components that meet our requirements could impair our ability to manufacture our products, increase the costs of our products or solutions, or increase the costs of servicing our existing portfolio of products. If we cannot obtain substitute materials or components on a timely basis or on acceptable terms, we could be prevented from delivering our solutions to our customers or service our existing fleet of products, which could result in sales and installation delays, cancellations, penalty payments, warranty breaches, or damage to our brand and reputation, any of which could have a material adverse effect on our business and results of operations. In addition, we rely on our suppliers to meet quality standards, and the failure of our suppliers to meet those quality standards could cause delays in the delivery of our solutions, unanticipated service costs, and damage to our brand and reputation.

We have, in some instances, entered into long-term supply agreements that could result in excess or, if one or more suppliers do not produce for any reason, insufficient inventory, above market pricing or higher costs, and negatively affect our results of operations.

We have long-term supply agreements with certain suppliers. Some of these supply agreements provide for fixed or inflation-adjusted pricing, substantial prepayment obligations and in a few cases, supplier purchase commitments. These


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~~arrangements~~The ~~could~~global ~~mean~~supply ~~that~~chain ~~we end up paying~~ for ~~inventory~~certain ~~that~~raw wematerials doand ~~not~~components, ~~need~~including orsemiconductor ~~that~~components isand atspecialty ~~a higher price than the market. Further~~metals, wehas ~~face~~experienced significant ~~specific~~strain ~~counterparty~~in ~~risk~~recent ~~under~~years. ~~long-term~~The ~~supply~~macroeconomic ~~agreements when dealing with suppliers without a long~~environment, ~~stable~~tariff ~~production~~uncertainty and ~~financial~~geopolitical ~~history.~~instability ~~Given~~have ~~the~~also ~~uniqueness~~contributed ofto ~~our~~and ~~products,~~exacerbated ~~many~~this ofstrain. ~~our~~There ~~suppliers~~can dobe ~~not~~no ~~have~~assurance ~~a long operating history and are private companies~~ that ~~may~~the ~~not~~impact ~~have~~of ~~substantial~~these ~~capital~~issues ~~resources.~~on In the ~~event~~supply ~~any~~chain ~~such~~will ~~supplier~~not ~~experiences financial difficulties~~continue, ~~it may be difficult~~ or ~~impossible~~worsen, orin ~~may~~the ~~require~~future. ~~substantial~~Significant ~~time~~delays and ~~expense,~~shortages ~~for~~could prevent us tofrom ~~recover~~delivering ~~any or all of~~ our ~~prepayments.~~solutions ~~We do not know whether we will be able~~ to ~~maintain~~customers ~~long-term~~within ~~supply~~the ~~relationships~~required ~~with~~time ~~our~~frames ~~critical~~and ~~suppliers~~cause ororder ~~whether we may secure new long-term supply agreements. Additionally~~cancellations, ~~many of our parts~~ and ~~materials~~could ~~are~~increase ~~procured~~our ~~from foreign suppliers~~costs, which ~~exposes~~would usadversely toimpact risks including unforeseen increases in costs or interruptions in supply arising from changes in applicable international trade regulations such as taxes, tariffs, or quotas. Any of the foregoing could materially harm our ~~financial~~cash ~~condition~~flows and the results of operations.

In some cases, we have had to create our own supply chain for some of the components and materials utilized in our fuel cells. As we have scaled our business, we have made significant expenditures to expand and bolster our supply chain across vendors and geographies. As we sell an innovative fuel cell technology, we historically have and will continue to enter into contractual relationships with suppliers to jointly develop the components we needed. These joint development activities are time and capital intensive and it takes time to develop and qualify multiple suppliers for these unique parts. In addition, some of our suppliers use proprietary processes to manufacture components that adds to the difficulty of developing and qualifying multiple suppliers for certain parts. We may be unable to obtain comparable components from alternative suppliers without considerable delay, expense, or at all, as replacing these suppliers could require us either to make significant investments to bring the capability in-house or to invest in a new supply chain partner. Some of our suppliers are dependent on us as a customer and may be more challenged to scale with our business than our more diversified supplier base. If our suppliers face difficulties obtaining the credit or capital necessary to expand their operations when needed, they could be unable to supply necessary raw materials and components to meet our requirements, which would negatively impact our sales volumes and cash flows, particularly as we grow and need to ramp our business. Although prior disruptions have not been material, the inability of a supplier to deliver, and our inability to secure timely and cost-effective alternatives, could impair our ability to timely provide products to our customers.

The failure by us to obtain raw materials or components in a timely manner or to obtain raw materials or components that meet our requirements could impair our ability to manufacture our products, increase the costs of our products or solutions, increase the costs of servicing our existing portfolio of products, or impact our ability to ramp our business at a pace to meet growing demand. If we cannot obtain substitute materials or components on a timely basis or on acceptable terms, we could be prevented from delivering our solutions to our customers or service our existing fleet of products, which could result in sales and installation delays, cancellations, penalty payments, warranty breaches, or damage to our brand and reputation, any of which could have a material adverse effect on our business and results of operations. In addition, we rely on our suppliers to meet quality standards, and the failure of our suppliers to meet those quality standards could cause delays in the delivery of our solutions, unanticipated service costs, and damage to our brand and reputation.

Certain features or characteristics of some of our supply agreements could expose us to risks, such as excess inventory, insufficient inventory (if one or more suppliers do not produce for any reason), or above market pricing or higher costs, which could negatively affect our results of operations.

We have entered into supply agreements with certain suppliers. Some of these supply agreements contain long-term commitments, fixed or inflation-adjusted pricing, prepayment obligations, take-or-pay arrangements and, in a few cases, contain supplier purchase commitments. These features or characteristics could expose us to risks, such as limiting our flexibility to move to alternative suppliers in circumstances in which it may be beneficial, paying higher prices for supplies than the market, inflation-adjusted pricing that adversely affects our margins in the event we are not able to correspondingly increase the price of our products, storing aging inventory that we do not need, and failing to recover prepayments from suppliers, particularly if dealing with suppliers without a long, stable production and financial history. We may not accurately predict whether the terms of any supply agreement may prove beneficial to us over time particularly if it contains long-term commitments, including purchase commitments. Additionally, some of our parts and materials are procured from foreign suppliers, which exposes us to certain risks including unforeseen increases in costs or interruptions in supply arising from changes in applicable international trade regulations, taxes, tariffs, or quotas. If we are unable to mitigate any of these risks pertaining to our supply contracts or foreign suppliers, it could materially harm our financial condition and results of operations.

We face supply chain competition, including competition from businesses in other industries, which could result in insufficient inventory and negatively affect our results of operations.

Certain of our suppliers also supply parts and materials to other businesses, including businesses engaged in the production of consumer electronics and other industries unrelated to fuel cells. As a relatively low-volume purchaser of certain of these parts and materials, we may be unable to procure a sufficient supply of the items in the event that our suppliers fail to produce sufficient quantities to satisfy the demands of all of their customers, which could materially harm our financial condition and results of operations.


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We, and some of our suppliers, obtain capital equipment used in our manufacturing process from sole suppliers, and if this equipment is damaged or otherwise unavailable, our ability to deliver our products on time will suffer.

Some of the capital equipment used to manufacture our products and some of the capital equipment used by our suppliers has been developed and made specifically for us, are not readily available from multiple vendors, and would be difficult to repair or replace if they did not function properly. If any of these suppliers were to experience financial difficulties or go out of business or if there was any damage to, or a breakdown of, our manufacturing equipment and we could not obtain replacement equipment in a timely manner, our business would suffer. In addition, a supplier’s failure to supply this equipment in a timely manner of adequate quality and on terms acceptable to us could disrupt our production schedule or increase our costs of production and service.

~~Possible~~Trade ~~new trade~~ tariffs could have a material adverse effect on our business.

Our business is dependent on the availability of raw materials and components for our products. Prior tariffs imposed on steel and aluminum imports increased the cost of raw materials for our products and decreased the available supply, and, accordingly, we expect the 2550% tariffs imposed on U.S. imports of steel, aluminum, copper, and ~~aluminum~~subsequent derivative products to adversely impact our costs. Additional new trade tariffs or other trade protection measures that are being considered or threatened by the ~~new~~current U.S. federal administration and possible reciprocating tariffs from other countries in which we operate or do business in response to any such U.S. tariffs or other trade protection measures could have a material adverse effect on our business, results of operations and financial condition, particularly if the countries where we source a significant amount of our components or where we sell or seek to sell our solutions are impacted.

A failure to properly comply with foreign trade zone laws and regulations could increase the cost of our duties and tariffs including by causing us to have to pay deferred duties and tariffs on goods located within such foreign trade zones.

We have established foreign trade zones in California and Delaware, through qualification with U.S. Customs and Border Protection, which allow for “zone to zone” transfers between our facilities located in those states. ~~Materials~~The ~~received in a~~ foreign trade zone ~~are~~allows ~~not~~the ~~subject~~deferment toof certain U.S. duties or tariffs until the ~~material~~goods ~~enters~~enter U.S. commerce., Weas ~~benefit~~well ~~from~~as the ~~adoption~~opportunity offor ~~foreign~~duty ~~trade~~and ~~zones~~tariff byavoidance ~~reduced~~on ~~duties,~~goods ~~deferral~~directly ofexported ~~certain~~from ~~duties~~the ~~and~~foreign ~~tariffs,~~trade ~~and~~zones ~~reduced processing fees,~~ which ~~help~~do usnot ~~realize~~enter aU.S. ~~reduction in duty and tariff costs~~commerce. ~~However,~~Other ~~the~~savings ~~operation~~from ~~of our foreign trade zones requires~~ compliance with applicable ~~regulations~~rules and ~~continued~~regulations ~~support~~include ofreductions ~~U.S.~~in ~~Customs~~processing ~~and~~fees ~~Border~~through ~~Protection with respect to~~ the ~~foreign trade zone~~ program. If we are unable to maintain the qualifications of our foreign trade zones, or if foreign trade zones are limited or unavailable to us in the future, ~~our~~we ~~duty~~would be liable to pay outstanding duties and ~~tariff~~tariffs ~~costs~~owed ~~would~~on ~~increase~~goods located within such zones, which could have an adverse effect on our business, cash flows, and results of operations.

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Any significant disruption to the operations at our headquarters or manufacturing facilities could delay the production of our products, which would harm our business and results of operations.

We manufacture our products in a limited number of facilities, any of which could become unavailable either temporarily or permanently for any number of reasons, including equipment failure, material supply, public health emergencies, cyber-attacks or catastrophic weather, including extreme weather events or flooding resulting from the effects of climate change, or geologic events. Our headquarters and our Fremont manufacturing facility are located in the San Francisco Bay Area, an area that is susceptible to earthquakes, floods and other natural disasters. The occurrence of a natural disaster such as an earthquake, drought, extreme heat, flood, fire, localized extended outages of critical utilities (such as California’s public safety power shut-offs) or transportation systems, or any critical resource shortages could cause a significant interruption in our business, damage or destroy our facilities, our manufacturing equipment, or our inventory, and cause us to incur significant costs, any of which could harm our business, financial condition and results of operations. Our disaster recovery plans, and insurance may not be sufficient to restore our operations and to cover our losses, respectively.

We may introduce and promote new technologies that have not yet been proven at commercial scale, and which may not work as intended, be delivered on a timely basis or at all, be developed according to specifications and/or received well by customers.

We may introduce and promote new technologies or products that are still in the early stages of development or have not been fully realized. These solutions may face unforeseen technical challenges, rendering them non-functional, delayed, or incapable of meeting the specifications or performance standards initially promised. Additionally, market dynamics, shifting consumer preferences, or a lack of adequate customer education may result in products that fail to gain traction or resonate with the intended audience. Delays in delivery or deviations from promised features can also damage customer trust and our reputation. If any of these risks are realized, they could harm our brand and reputation, lead to increased costs, potential legal or ~~contractual liabilities, and the inability to recoup investments, which could adversely affect our financial performance and strategic objectives.~~

~~Our~~ ~~limited history of manufacturing new products, such as our Electrolyzers, makes it difficult to evaluate our future prospects and the challenges we may encounter.~~31

~~While~~Table ~~we have a history~~ of ~~manufacturing~~Contents ~~and~~Index ~~selling our Energy Server systems, we have a limited history with regard~~ to ~~our~~Financial Electrolyzers, which are based in part on the same technology. As a result, there is little historical basis to make judgments on the capabilities associated with our enterprise, management, and ability to produce Electrolyzers. Our ability to generate the profits we expect to achieve from the sale of Electrolyzers will depend, in part, on our ability to effectively manufacture Electrolyzers, respond to market demand, and add new manufacturing capacity in an efficient, cost-effective manner. Statements

contractual liabilities, and the inability to recoup investments, which could adversely affect our financial performance and strategic objectives.

Our limited history of manufacturing new products make it difficult to evaluate our future prospects and the challenges we may encounter.

While we have a history of manufacturing and selling our Energy Server systems, we have a limited history with regard to other technologies, such as carbon capture and storage. As a result, there is little historical basis to make judgments on the capabilities associated with our enterprise, management, and ability to produce new products. Our ability to generate the profits we expect to achieve from the sale of new products will depend, in part, on our ability to effectively manufacture them, respond to market demand, and add new manufacturing capacity in an efficient, cost-effective manner.

Risks Related to Government Incentive Programs

Our business currently benefits from the availability of rebates, tax credits and other financial programs and incentives, and changes to such benefits could cause our revenue to decline and harm our financial results.

We utilize governmental rebates, tax credits, and other financial incentives to lower the effective price of our products to customers in the U.S. and Japan, India, Republic of Korea, and Taiwan (collectively, our “Asia Pacific region”).

The U.S. federal government and some state and local governments provide incentives to current and future end users and purchasers of our solutions in the form of rebates, tax credits and other financial incentives, such as system performance payments and payments for renewable energy credits associated with renewable energy generation. Our solutions have qualified for tax exemptions, incentives, or other customer incentives in many states. Some states have utility procurement programs, Renewables Portfolio Standards (“RPSs”) or Clean Energy Standards (“CESs”) for which our technologies are eligible; our solutions may not be eligible for other RPSs and CESs, particularly when fueled in whole or in part with natural gas. Financiers and Equity Investors (as defined below) may also take advantage of these financial incentives, lowering the cost of capital and energy to our customers.

For example, many of our installations in California interconnect with investor-owned utilities on FC NEM tariffs. FC NEM tariffs were available for new California installations until December 31, 2023. To remain eligible for those FC NEM tariffs, installations currently on those tariffs will be required to meet greenhouse gas emissions standards that are intended to support operations at a rate that is the same or better than the grid resources they are displacing. Other generally applicable tariffs are available for customers deploying fuel cells, and do not impose greenhouse gas standards. If, and when, installations cannot meet any applicable greenhouse gas standards, there are alternative tariffs available for our customers. If the cost to remain on the FC NEM tariffs increase significantly or suitable alternatives are not available, it may negatively impact our existing customer base and future demand for our products. Additionally, the uncertainty regarding requirements for service under any of these tariffs could negatively impact the perceived value of, or risks associated with, our products, which could also negatively impact demand.

Under 29the IRA, the U.S. federal government offers certain federal tax benefits, including the Production Tax Credit under Section 45 of the Internal Revenue Code (the “PTC”) and the Investment Tax Credit under Section 48 of the Internal Revenue Code (the “ITC”), both of which are succeeded by “technology-neutral” versions set forth in Sections 45Y and 48E, respectively. After December 31, 2024, our fuel cell Energy Server systems operating on natural gas or a non-zero carbon fuel became ineligible for the ITC under the IRA, except to the extent eligible fuel cell property was properly safe harbored prior to December 31, 2024, under the applicable federal tax guidance rules. On July 4, 2025, the U.S. federal government enacted the OBBBA, which restored the federal ITC for applicable fuel cell property for projects beginning construction after December 31, 2025, at a 30% rate through 2033, regardless of the level of emissions from the fuel cell property. Accelerated depreciation for our fuel cell property was also restored under the OBBBA. These federal tax benefits under both the IRA and the OBBBA have certain legal and operational requirements. There may be uncertainty as to how such requirements promulgated under the IRA and the OBBBA are interpreted. If IRS guidance regarding implementation of the IRA or the OBBBA is viewed by investors as unclear, tax credit financing may be delayed or downsized, harming our ability to secure financing for customers. Our failure to either (i) accurately interpret the new requirements under the IRA and the OBBBA regarding among other things, prevailing wage, apprenticeship, domestic content, siting in an “energy community,” “prohibited foreign entities” or “material assistance” from “prohibited foreign entities” or (ii) adequately update our supply-chain, manufacturing, installation, and record-keeping processes to meet such requirements, may result a partial or full reduction in the related federal tax benefit, and our customers, financiers and equity investors may require us to indemnify them for certain of such reductions. Changes in federal tax benefits over time also may affect our future performance.


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cannot meet any applicable GHG standards, there are alternative tariffs available for our customers. If the cost to remain on the FC NEM tariffs increase significantly or suitable alternatives are not available, it may negatively impact our existing customer base and future demand for our products. Additionally, the uncertainty regarding requirements for service under any of these tariffs could negatively impact the perceived value of, or risks associated with, our products, which could also negatively impact demand.

Through the end of 2024, the U.S. federal government offered certain federal tax benefits, including the Production Tax Credit under Section 45 of the Internal Revenue Code (the “PTC”) and the Investment Tax Credit under Section 48 of the Internal Revenue Code (the “ITC”), both of which are succeeded by “technology-neutral” versions set forth in Sections 45Y and 48E, respectively. These federal tax benefits have certain legal and operational requirements. There may be uncertainty as to how such requirements promulgated under the IRA are interpreted. If IRS guidance regarding implementation of the IRA is viewed by investors as unclear, tax credit financing may be delayed or downsized, harming our ability to secure financing for customers. Our failure to either (i) interpret the new requirements under the IRA regarding among other things, prevailing wage, apprenticeship, domestic content, siting in an “energy community,” accurately or (ii) adequately update our supply-chain, manufacturing, installation, and record-keeping processes to meet such requirements, may result a partial or full reduction in the related federal tax benefit, and our customers, financiers and Equity Investors may require us to indemnify them for certain of such reductions. Changes in federal tax benefits over time also may affect our future performance. For example, currently commercial purchasers of fuel cells are eligible to claim the federal bonus depreciation benefit. However, under current rules it will be phased down, which began in 2023 and will continue until expiring at the end of 2026 in the absence of legislation. Similarly, commercial fuel cell purchasers can claim the ITC. Under current law, fuel cell projects must have begun construction on or before December 31, 2024, in order to claim up to 50% ITC, after which part of this benefit will expire unless extended. Our ability to attract future sales in the U.S. could be reduced by the absence of ITC benefits.

Some countries outside the U.S. also provide incentives to current and future end users and purchasers of our solutions. For example, in the Republic of Korea, RPSs and CESs are in place to promote the adoption of renewable, low- or zero-carbon power generation. The Korean RPSs were replaced in 2023 with the Clean Hydrogen Portfolio Standard (“CHPS”). This may impact the demand for our products in the Republic of Korea. Initially, we do not expect the CHPS to require 100% hydrogen as a feedstock for fuel cell projects.

Changes in the availability of rebates, tax credits, and other financial programs and incentives could reduce demand for our products, impair sales financing, and adversely impact our business results. Additionally, these incentives and procurement programs or obligations may expire on a particular date, end when the allocated funding is exhausted, or be reduced or terminated as a matter of regulatory or legislative policy. The continuation of these programs and incentives depends upon continued political support.

In the U.S., we rely on tax equity financing arrangements to realize the benefits provided by federal tax benefits and accelerated tax depreciation and in the event these programs are terminated, our financial results could be harmed. We also rely on incentives in the Korean, European and other international markets.

U.S. ~~Equity~~tax ~~Investors~~equity investors typically derive a significant portion of their economic returns through tax benefits when they finance a product. ~~Equity~~Tax ~~Investors~~equity investors are generally entitled to substantially all of the project’s tax benefits, such as those provided by the ITC and Modified Accelerated Cost Recovery System (“MACRS”) or bonus depreciation. ~~We expect that future Equity Investors will also be interested in taking the benefit of the PTC in connection with financing our Electrolyzers.~~ The number of and available capital from potential ~~Equity~~tax ~~Investors~~equity investors is limited, we compete with other energy companies eligible for these tax benefits to access such investors, and the availability of capital from Equity Investors is subject to fluctuations based on factors outside of our control such as macroeconomic trends and changes in applicable taxation regimes. Concerns regarding our limited operating history at a large scale, historical lack of profitability and that we are the only party who can ~~perform~~manufacture ~~operations and maintenance on~~ our products have made it difficult to attract tax equity investors in the past. Our ability to obtain additional financing depends on the continued confidence of banks and other financing sources in our business model, the market for our solutions, and the continued availability of tax benefits applicable to our solutions, regardless of whether we arrange the financing, or our customers finance the products themselves. In addition, conditions in the general economy and financial and credit markets may result in the contraction of available tax equity financing. Similarly, in international markets such as Korea and Europe, economic benefits applicable to fuel cells may include subsidies for deployment as well as exemptions or reductions from taxes and fees. If as a result of changes to these benefits we, or in some cases our customers, are unable to enter into tax equity or other financing agreements with attractive pricing terms, or at all, neither we nor our customers, may be able to obtain the capital needed to finance the purchase of our products. Such circumstances could also require us to reduce the price at which we are able to sell our products in the applicable markets and therefore harm our business, financial condition, and results of operations.

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Risks Related to Legal Matters and Regulations

We are subject to laws and regulations that could impose substantial costs upon us and cause delays in the delivery and installation of our products.

The construction, installation, and operation of our products are generally subject to oversight and regulation in accordance with laws and ordinances relating to building codes, safety, environmental and climate protection, domestic content requirements and related matters, as well as energy market rules, regulations and tariffs, and typically require governmental approvals and permits, including environmental approvals and permits, that vary by jurisdiction. In some cases, these approvals and permits change or require periodic renewal. These laws and regulations can affect the markets for our products and the costs and time required for their installation and may give rise to liability for administrative oversight costs, compliance costs, clean-up costs, property damage, bodily injury, fines, and penalties. Capital and operating expenses needed to comply with these laws and regulations can be significant, and violations may result in substantial fines and penalties or third-party damages.

It is difficult and costly to track the requirements of every individual authority having jurisdiction over our installations, to design our products to comply with these varying standards, and to obtain all applicable approvals and permits. We cannot predict whether or when all approvals or permits required for a given project will be granted or whether the conditions associated with the approvals or permits will be achievable. The denial of a permit essential to a project or the imposition of impractical conditions or excessive transmission or distribution facility upgrade costs as a condition of interconnection, would impair our ability to develop the project. In addition, we cannot predict whether the approval or permitting process will be lengthened due to complexities and appeals. The interconnection study process likewise can be a lengthy process. A delay in the review and approval of permits for a project and any interconnection studies, if required, can impair or delay our and our customers’ abilities to develop that project or may increase the cost so substantially that the project is no longer attractive to us or our customers. Furthermore, unforeseen delays in the review and permitting process could delay the timing of the installation of our products and could therefore adversely affect the timing of the recognition of revenue related to the installation, which could harm our operating results in a particular period. In many cases we contractually commit to performing all necessary installation work on a fixed-price basis, and unanticipated costs associated with approval, permitting or compliance expenses may cause the cost of performing such work to exceed our revenue. In addition, emerging federal and state emissions disclosure requirements may pose a burden to existing or potential customers. The costs of complying with all the various laws, regulations and customer requirements, and any claims concerning non-compliance, could have a material adverse effect on our financial condition or operating results.


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or our customers. Furthermore, unforeseen delays in the review and permitting process could delay the timing of the installation of our products and could therefore adversely affect the timing of the recognition of revenue related to the installation, which could harm our operating results in a particular period. In many cases we contractually commit to performing all necessary installation work on a fixed-price basis, and unanticipated costs associated with approval, permitting or compliance expenses may cause the cost of performing such work to exceed our revenue. In addition, emerging federal and state emissions disclosure requirements may pose a burden to existing or potential customers. The costs of complying with all the various laws, regulations and customer requirements, and any claims concerning non-compliance, could have a material adverse effect on our financial condition or operating results.

In addition, the rules and regulations regarding the production, transportation, storage, and use of hydrogen, including with respect to safety, environmental and market regulations and policies, are in flux and may limit the market for our products that utilize hydrogen as a fuel source.

The installation and operation of our products are subject to environmental laws and regulations in various jurisdictions, and there has been in the past and could continue to be uncertainty with respect to both how these laws and regulations may change over time and the interpretation of these environmental laws and regulations to our products.

We are committed to compliance with applicable environmental laws and regulations including health and safety standards, and we continuously review the operation of our products for health, safety, and environmental compliance. Our products produce small amounts of hazardous waste and air pollutants, and we seek to address these in accordance with applicable regulatory standards. In addition, environmental laws and regulations in the U.S., such as the Comprehensive Environmental Response and Compensation and Liability Act, impose liability on several grounds including for the investigation and clean-up of contaminated soil and ground water, impacts to human health and damages to natural resources. If contamination is discovered at properties currently or formerly owned or operated by us, or properties to which hazardous substances were sent by us, it could result in our liability under environmental laws and regulations. Many of our customers who purchase our products have high sustainability standards, and any environmental non-compliance by us could harm our brand and reputation and impact customers’ buying decisions.

Maintaining environmental compliance can be challenging given the changing patchwork of environmental laws and regulations that prevail at the U.S. federal, state, regional, and local level and internationally. Most existing environmental laws and regulations preceded the introduction of our innovative fuel cell technology and were adopted to apply to technologies existing at the time (i.e., large coal, oil, or gas-fired power plants). Guidance from these agencies on how certain environmental laws and regulations may or may not be applied to our technology can be inconsistent.

In most jurisdictions where air permits and various land use permits are required for installation of larger Energy Server system installations, the length of time to obtain these permits has increased. Moreover, the level of certainty around the issuance of such permits has decreased and where issued, the cost of compliance has been and can be prohibitive. We have experienced a reluctance in certain areas to issue permits for natural gas Energy Server systems and, even when that reluctance is overcome, we have seen conditions imposed, including a requirement to blend costly renewable fuels or other similar measures that might advance climate goals. The timing associated with these processes and the cost associated with related conditions impact our selling activities.

Our 31technology is moving faster than the regulatory process in many instances and there are inconsistencies between how we are regulated in different jurisdictions. It is possible that regulators could delay or prevent us from conducting our business in some way pending agreement on, and compliance with, shifting regulatory requirements. Such actions could delay the installation of our products, could result in penalties, could require modification or replacement or could trigger claims of performance warranties and defaults under customer contracts that could require us to repurchase equipment, any of which could adversely affect our business, financial performance, brand and reputation. In addition, new energy or environmental laws or regulations or new interpretations of existing laws or regulations could present marketing, political or regulatory challenges and could require us to upgrade or retrofit existing equipment, which could result in materially increased capital and operating expenses.

We are in an unsettled regulatory and legal environment with compliance complexity and costs associated with legal and compliance matters.

We operate in a dynamic and complex regulatory and legal environment, characterized by evolving policies, geopolitical pressures, and the global push toward energy transition. Governments worldwide are generally enacting stricter regulations to meet net-zero and emissions reduction targets, leading to frequent changes in environmental and energy policies. The shift in some geographies from fossil fuels to renewable energy sources has introduced new rules, subsidies, and mandates, creating


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~~issuance~~uncertainty offor ~~such~~companies ~~permits~~managing ~~has~~both ~~decreased~~legacy and ~~where~~emerging ~~issued,~~energy ~~the~~systems. ~~cost~~Trade ofdisputes, ~~compliance~~sanctions, ~~has been~~ and ~~can~~conflicts beaffecting ~~prohibitive.~~supply Wechains ~~have experienced a reluctance in certain areas to issue permits for natural gas Energy Server systems~~ and, ~~even~~resource ~~when~~availability ~~that~~add ~~reluctance~~unpredictability ~~is overcome, we have seen conditions imposed, including a requirement~~ to ~~blend costly renewable fuels or other similar measures that might advance climate goals. The timing associated with these processes and~~ the ~~cost~~global ~~associated~~regulatory ~~with related conditions have impacted our selling activities~~landscape.

Our technology is moving faster than the regulatory process in many instances and there are inconsistencies between how we are regulated in different jurisdictions. It is possible that regulators could delay or prevent us from conducting our business in some way pending agreement on, and compliance with, shifting regulatory requirements. Such actions could delay the installation of our products, could result in penalties, could require modification or replacement or could trigger claims of performance warranties and defaults under customer contracts that could require us to repurchase equipment, any of which could adversely affect our business, financial performance, and brand and reputation. In addition, new energy or environmental laws or regulations or new interpretations of existing laws or regulations could present marketing, political or regulatory challenges and could require us to upgrade or retrofit existing equipment, which could result in materially increased capital and operating expenses.

We are in an unsettled regulatory and legal environment with increasing compliance complexity and costs associated with legal and compliance matters.

We operate in a dynamic and increasingly complex regulatory and legal environment, characterized by evolving policies, geopolitical pressures, and the global push toward energy transition. Governments worldwide are enacting stricter regulations to meet net-zero and emissions reduction targets, leading to frequent changes in environmental and energy policies. The shift from fossil fuels to renewable energy sources has introduced new rules, subsidies, and mandates, creating uncertainty for companies managing both legacy and emerging energy systems. Trade disputes, sanctions, and conflicts affecting supply chains and resource availability add unpredictability to the global regulatory landscape.

As governments and regulatory bodies introduce stricter requirements, the compliance burden continues to grow. Navigating these changes requires substantial investment in monitoring, adapting to, and implementing new compliance frameworks. Additionally, this heightened regulatory scrutiny increases the likelihood of audits, investigations, and litigation, which can result in significant legal costs, operational delays, or penalties. These factors not only elevate our operational complexity and cost structure but also pose risks to our ability to execute projects, innovate, and maintain stakeholder confidence.

As we expand into international markets, we may be subject to local content requirements or pressures which could increase costs or reduce demand for our products.

Foreign jurisdictions where we conduct or wish to conduct our business may impose domestic content requirements (requiring goods, materials, components, services or labor to be supplied from or made in the country). Domestic or local content requirements favor domestic industry over foreign competitors and there has been a significant increase in the use of these programs in recent years. For example, in the Republic of Korea, customers and prospective customers may be incentivized to select domestic competitors over Bloom.

With respect to our products that run, in part, on fossil fuel, we may be subject to a heightened risk of regulation, the loss of certain incentives, and to changes in our customers’ energy procurement policies.

The current generation of our Energy Server systems that run on natural gas generally produce fewer carbon emissions than other onsite high power density generation and the average U.S. marginal power generation sources that our projects displace. However, the operation of our current Energy Server systems does produce some ~~carbon dioxide (“~~CO2”), which contributes to global climate change. As such, we may be negatively impacted by CO2-related changes in applicable laws, regulations, ordinances, rules, including carbon pricing, or the requirements of the incentive programs on which we and our customers currently rely, as well as potential scrutiny around voluntary or regulatory carbon emissions reporting by our existing or potential customers. Changes in any of the laws, regulations, or ordinances, or rules that apply to our installations and new technology could make it more difficult or costly to install and operate our Energy Server systems, thereby negatively affecting our ability to deliver cost savings to our customers. Certain municipalities in which we operate have banned or are considering banning new interconnections with gas utilities, while others have adopted bans that allow new interconnections for non-combustion resources, such as our Energy Server systems. Some local municipalities have also banned or are considering banning the use of distributed generation products that utilize fossil fuel. Additionally, our customers’ and potential customers’ energy procurement policies may prohibit or limit their willingness to procure our natural gas-fueled Energy Server systems. Our business prospects may be negatively impacted if we are prevented from completing new installations or our installations become more costly as a result of laws, regulations, or ordinances, or rules applicable to our Energy Server systems, or by our customers’ and potential customers’ energy procurement policies.

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ordinances, or rules applicable to our Energy Server systems, or by our customers’ and potential customers’ energy procurement policies.

Existing regulations and changes to such regulations may create technical, regulatory, and economic barriers, which could significantly reduce demand for our products or affect the financial performance of current sites.

The markets for our products are heavily influenced by laws, regulations and policies, including customers’ voluntary procurement standards, as well as by tariffs, internal policies and practices of electric utility providers. These regulations, tariffs, standards, and policies often relate to electricity pricing and technical interconnection of electricity generation. These regulations, tariffs, standards, and policies are often modified and could continue to change, which could result in a significant reduction in demand for our products. For example, utility companies commonly charge fees to industrial customers for disconnecting from the electric grid. These fees could change, thereby increasing the cost to our customers of using our products and making them less economically attractive.

At the federal level in the U.S., the FERC has authority to regulate under various federal energy regulatory laws, transmission, wholesale sales of electric energy, capacity, and ancillary services, and the delivery of natural gas in interstate commerce. ~~Also~~In 2025, ~~several~~FERC as directed by the U.S. Department of Energy (DOE) began considering reforms including the ~~tax~~interconnection ~~equity~~of ~~partnerships~~onsite wepower ~~are~~generation ~~involved~~co-located with ~~are~~large ~~subject~~load tosuch ~~regulation~~as ~~under~~data centers. Also, projects subject to FERC regulations with respect to market-based sales of electricity, ~~which~~require ~~requires~~ us to file notices and make other periodic filings with FERC, which increases our costs and subjects us to additional regulatory oversight.

Although we generally are not regulated as a utility, statutes, regulations, tariffs and market rules often relate to electricity and natural gas pricing, ~~fuel cell~~ net metering, incentives, taxation, and the rules surrounding the interconnection of electricity generation for specific technologies. In the U.S., governments and market operators frequently modify these statutes, regulations, tariffs and market rules. Governments, often acting through state utility or public service commissions, as well as market operators, change, adopt or approve different utility requirements and rates for commercial and industrial customers on a regular basis. Rules adopted by FERC and state public utility commissions may also create new requirements that affect commercial and industrial customers, including the potential direct assignment of energy and transmission-system upgrade costs to new data center customers as a class. Changes, or in some cases a lack of change, in any of the laws, regulations, tariffs ordinances, or other rules that apply to our installations and new technology could make it more costly for us or our customers to install and operate our products and could negatively affect our ability to deliver cost savings to customers.

In addition, the recent change in U.S. federal administration has led and is expected to continue to lead to changes in the leadership of various U.S. federal regulatory agencies and changes or proposed or threatened changes to U.S. federal government policy that have led to, in some cases, legal challenges as well as uncertainty around the funding, functioning and policy priorities of U.S. federal regulatory agencies and the status of current and future regulations. U.S. federal government policy changes have included seeking to temporarily broadly halt federal funding, seeking to aggressively downsize the U.S. federal government’s workforce and instructing federal agencies to reprioritize or to cease operating or enforcing certain laws or regulations. We are unable to predict the extent to which the current U.S. federal administration may impose or seek to impose leadership or policy changes at the U.S. federal regulatory agencies responsible for regulating our business or changes to rules and policies impacting our operations. Any such changes could impose additional costs, require the attention of senior management or result in other changes to or limitations on our business.35

We may become subject to product liability claims, which could harm our financial condition and liquidity if we are not able to successfully defend or insure against such claims.

We may become subject to product liability claims. Our Energy Server systems are considered high energy systems because they consume or produce flammable fuels and may operate up to 480 volts. High-voltage electricity poses potential shock hazards, while natural gas and hydrogen, associated with use of our products, are flammable gases and therefore are potentially dangerous fuels capable of causing fires and other harm. There can be no assurance that our products will continue to be certified to meet certain design and safety standards, and if our equipment is not properly handled or if there are undiscovered issues with our equipment, there could be system failure and resulting damage, injury or liability.

These claims could require us to incur significant costs to defend. Furthermore, any successful product liability claim could require us to pay a substantial monetary award. Moreover, a product liability claim could generate substantial negative publicity about us and could materially impede widespread market acceptance and demand for our products, which could harm our brand, business prospects, and operating results. Our product liability insurance may not be sufficient to cover all potential product liability claims. Any lawsuit seeking significant monetary damages either in excess of or outside of our coverage may have a material adverse effect on our business and financial condition.


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generation for specific technologies. In the U.S., governments and market operators frequently modify these statutes, regulations, tariffs and market rules. Governments, often acting through state utility or public service commissions, as well as market operators subject to FERC regulation, change, adopt or approve different utility requirements and rates for commercial and industrial customers on a regular basis. Rules adopted by FERC and state public utility commissions may also create new requirements that affect commercial and industrial customers, including the potential direct assignment of energy and transmission-system upgrade costs to new data center customers as a class. Changes, or in some cases a lack of change, in any of the laws, regulations, tariffs ordinances, or other rules that apply to our installations and new technology could make it more costly for us or our customers to install and operate our products and could negatively affect our ability to deliver cost savings to customers.

In addition, there may be further changes in the leadership of various U.S. federal regulatory agencies and changes or proposed or threatened changes to U.S. federal government policy that have led to, in some cases, legal challenges as well as uncertainty around the funding, functioning and policy priorities of U.S. federal regulatory agencies and the status of current and future regulations. We are unable to predict the extent to which the current U.S. federal administration may impose or seek to impose leadership or policy changes at the U.S. federal regulatory agencies responsible for regulating our business or changes to rules and policies impacting our operations. Any such changes could impose additional costs, require the attention of senior management or result in other changes to or limitations on our business.

We may become subject to product liability claims, which could harm our financial condition and liquidity if we are not able to successfully defend or insure against such claims.

We may become subject to product liability claims. Our Energy Server systems are considered high energy systems because they consume or produce flammable fuels and may operate up to 480 volts. Natural gas and hydrogen, associated with use of our products, are flammable gases and therefore are potentially dangerous fuels capable of causing fires and other harm. High-voltage electricity poses potential shock hazards. There can be no assurance that our products will continue to be certified to meet certain design and safety standards. Additionally, if our equipment is not properly handled or maintained, or contains undiscovered issues, there could be system failure and resulting damage, injury or liability.

These claims could require us to incur significant costs to defend. Furthermore, any successful product liability claim could require us to pay a substantial monetary award. Moreover, a product liability claim could generate substantial negative publicity about us harming our brand, business, prospects, product demand, operating costs, and widespread market acceptance for our products. Our product liability insurance may not be sufficient to cover all potential product liability claims and awards. Any lawsuit seeking significant monetary damages either in excess of or outside of our insurance coverage may have a material adverse effect on our business and financial condition.

Litigation or administrative proceedings could have a material adverse effect on our business, financial condition and results of operations.

We have been and continue to be involved in legal proceedings, administrative proceedings, claims, and other litigation matters that arise in the ordinary course of business. For information regarding pending legal proceedings, please see Part I, Item 3, Legal Proceedings and Part II, Item 8, ~~Financial Statements and Supplementary Data,~~ Note 13 — Commitments and Contingencies. In addition, since our fuel cell products are sometimes perceived as new types of products in nascent markets, we have in the past needed and may in the future need to seek administrative guidance, the amendment of existing regulations, or the development of new regulations, to operate our business in some jurisdictions. Such regulatory processes may require public hearings concerning our business, which could lead to subsequent litigation.

Unfavorable outcomes, including adverse judgments for monetary damages, injunctions, or denial or revocation of permits, or developments relating to proceedings to which we are a party or transactions involving our products ~~such as judgments for monetary damages, injunctions, or denial or revocation of permits,~~ could have a material adverse effect on our business, financial condition, and results of operations. In addition, a settlement of claims could adversely affect our financial condition and results of operations.

Risks Related to Our Intellectual Property

Our ~~failure~~inability to effectively protect and enforce our intellectual property rights may undermine our competitive position, and litigation to protect our intellectual property rights may be costly.

Policing unauthorized use of proprietary technology can be difficult and expensive, and the measures we have taken to protect our intellectual property rights, including our trade secrets, may not be sufficient to prevent such use. For example, many of our engineers reside in California where it is not legally permissible to prevent them from leaving employment with us and working for a competitor. Similarly, the outcome of legal challenges to the FTC’s non-compete rule, a rule that would have broadly banned virtually all non-compete clauses between employers and workers in the U.S., may impact our ability to prevent our employees from leaving employment with us and working for a competitor. Also, litigation may be necessary to enforce our intellectual property rights, including protecting our trade secrets, or to determine the validity and scope of the proprietary rights of others. Such litigation may result in our intellectual property rights being challenged, limited in scope, or declared invalid or unenforceable. We cannot be certain that the outcome of any litigation will be in our favor, and adverse determination in any such litigation could impair our intellectual property rights, business, prospects, brand, and reputation.

We rely primarily on patents, trade secrets, copyrights, and trademarks, and non-disclosure, confidentiality, and other types of contractual restrictions to establish, maintain, and enforce our intellectual property and proprietary rights. However, our rights under these intellectual property laws and agreements afford us only limited protection and the actions we take to establish, maintain, and enforce our intellectual property rights may not be adequate. For example, our trade secrets and other confidential information could be discovered by or disclosed in an unauthorized manner to third parties. Additionally, our owned or licensed intellectual property rights could be challenged, invalidated, or declared unenforceable in judicial or administrative proceedings, or circumvented, designed around by our competitors, infringed, or misappropriated. Competitors could copy or reverse engineering our products or develop and market products that are substantially equivalent to or superior to our own. Any of these issues, including the unauthorized use of our intellectual property by others, could reduce our competitive advantage and have a material adverse effect on our business, financial condition, or operating results. In addition, the laws of some countries do not protect intellectual property rights as fully as do the laws of the U.S. Many U.S.-based companies have encountered substantial intellectual property infringement in foreign countries, including countries where we sell products. Even if foreign patents are granted, effective enforcement in foreign countries may not be available. We may not be able to effectively protect our intellectual property rights in these markets or elsewhere. If an impermissible use of our intellectual property or trade secrets were to occur, our ability to sell our products at competitive prices may be adversely affected and our business, financial condition, operating results, and cash flows could be adversely affected. 36

In connection with our expansion into new markets, we may need to develop relationships with new partners, including project developers and/or financiers who may require access to certain of our intellectual property in order to mitigate perceived risks regarding our ability to service their projects over the contracted project duration. If we are unable to come to agreement regarding the terms of such access or find alternative means to address this perceived risk, such failure may negatively impact our ability to expand into new markets. Alternatively, we may be required to develop new strategies for the protection of our intellectual property, which may be less protective than our current strategies and could therefore erode our competitive position.


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and working for a competitor. Similarly, the FTC has been active with regard to non-compete provisions which may impact our ability to prevent our employees from leaving employment with us and working for a competitor. Also, litigation may be necessary to enforce our intellectual property rights, including protecting our trade secrets, or to determine the validity and scope of the proprietary rights of others. Such litigation may result in our intellectual property rights being challenged, limited in scope, or declared invalid or unenforceable. We cannot be certain that the outcome of any litigation will be in our favor, and adverse determination in any such litigation could impair our intellectual property rights, business, prospects, brand, and reputation.

We rely primarily on patents, trade secrets, copyrights, and trademarks, and non-disclosure, confidentiality, and other types of contractual restrictions to establish, maintain, and enforce our intellectual property and proprietary rights. However, our rights under these intellectual property laws and agreements afford us only limited protection and the actions we take to establish, maintain, and enforce our intellectual property rights may not be adequate. For example, our trade secrets and other confidential information could be discovered by or disclosed in an unauthorized manner to third parties. Additionally, intellectual property rights owned or licensed to us could be challenged, invalidated, or declared unenforceable in judicial or administrative proceedings, or circumvented, designed around by our competitors, infringed, or misappropriated. Competitors could copy or reverse engineer our products or develop and market products that are substantially equivalent to or superior to our own. Any of these possibilities, including the unauthorized use of our intellectual property by others, could reduce our competitive advantage and have a material adverse effect on our business, financial condition, or operating results. In addition, the laws of some countries do not protect intellectual property rights as fully as do the laws of the U.S. Many U.S.-based companies have encountered substantial intellectual property infringement in foreign countries, including countries where we sell products. Even if foreign patents are granted, effective enforcement in foreign countries may not be available. We may not be able to effectively protect our intellectual property rights in these markets or elsewhere. If an impermissible use of our intellectual property or trade secrets were to occur, our ability to sell our products at competitive prices may be adversely affected and our business, financial condition, operating results, and cash flows could be adversely affected.

In connection with our expansion into new markets, we may need to develop relationships with new partners, including project developers and/or financiers who may require access to certain of our intellectual property in order to mitigate perceived risks regarding our ability to service their projects over the contracted project duration. In addition, expansion into new markets may require us to manufacture or source components from suppliers in such new markets. If we are unable to come to agreement regarding the terms of such access or find alternative means to address new market requirements, such failure may negatively impact our ability to expand into new markets. Alternatively, we may be required to develop new strategies for the protection of our intellectual property, which may be less protective than our current strategies and could therefore erode our competitive position.

Our patent applications may not result in issued patents, and our issued patents may be successfully challenged in litigation or post-grant proceedings, either of which may have a material adverse effect on our ability to prevent others from commercially exploiting products similar to ours.

We cannot be certain that our pending patent applications will result in issued patents or that any of our issued patents will afford protection against a competitor. The ~~status~~scope and enforceability of patents involves complex legal and factual questions, and the breadth of claims allowed is subject to disagreement. As a result, we cannot be certain that the patent applications that we file will result in patents being issued or that our patents and any patents that may be issued to us in the future will afford protection against competitors with similar technology. In addition, patent applications filed in foreign countries are subject to laws, rules, and procedures that differ from those of the U.S., and thus we cannot be certain that foreign patent applications related to issued U.S. patents will be issued in other regions. Furthermore, even if these patent applications are accepted and ~~the~~respective ~~associated~~ patents are issued, some foreign countries provide significantly less effective patent enforcement than the U.S.

In addition, patents issued to us may be infringed upon or designed around by others and others may obtain patents that we need to license or design around, either of which would increase our costs and may adversely affect our business, prospects, and operating results.

We may need to defend ourselves against claims that we infringed, misappropriated, or otherwise violated the intellectual property rights of others, which may be time-consuming and would cause us to incur substantial costs.

Companies, organizations, or individuals, including our competitors, may hold or obtain patents, trademarks, or other proprietary rights that they believe are infringed by our products or services. ~~These~~Entities ~~companies~~or individuals holding patents or other intellectual property rights could make claims or bring suits alleging infringement, misappropriation, or other violations of such rights, or otherwise assert their rights by seeking royalties or injunctions. Several of the proprietary components used in our products have been subjected to infringement challenges in the past. We generally indemnify our customers against claims that the products we supply do not infringe, misappropriate, or otherwise violate third-party intellectual property rights, and we therefore may be required to defend our customers against such claims. If a claim is successfully brought in the future and we or our products are determined to have infringed, misappropriated, or otherwise violated a third-party’s intellectual property rights, we may be required to do one or more of the following:


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rights, or otherwise assert their rights by seeking royalties or injunctions. Several of the proprietary components used in our products have been subjected to infringement challenges in the past. We generally indemnify our customers against claims that the products we supply do not infringe, misappropriate, or otherwise violate third-party intellectual property rights, and we therefore may be required to defend our customers against such claims. If a claim is successfully brought in the future and we or our products are determined to have infringed, misappropriated, or otherwise violated a third-party’s intellectual property rights, we may be required to do one or more of the following:

•cease selling or using our products that incorporate the challenged intellectual property;

•pay substantial damages (including treble damages and attorneys’ fees if our infringement is determined to be willful);

•obtain a license from the holder of the intellectual property right, which may not be available on reasonable terms or at all;

•redesign our products or means of production, which may not be possible or cost-effective; or

•in some instances, re-purchase products from our customers.

Any of the foregoing could adversely affect our business, prospects, operating results, and financial condition. In addition, any litigation or claims, whether or not valid, could harm our brand and reputation, result in substantial costs and divert resources and management attention.

We also license technology from third parties and incorporate components supplied by third parties into our products. We may face claims that our use of such technology or components infringes or otherwise violates the rights of others, which would subject us to the risks described above. We may seek indemnification from our licensors or suppliers under our contracts with them, but our right to indemnification or our suppliers’ resources may be unavailable or insufficient to cover our costs and losses.

Risks Related to Our Financial Condition and Operating Results

We have incurred significant losses in the past and we may not be profitable in future periods.

Since our inception in 2001, we have incurred significant net losses and have used significant cash in our business. As of December 31, ~~2024~~2025, we had an accumulated deficit of $34.90 billion. We expect to continue to expand our operations domestically and internationally, including by investing in manufacturing, sales and marketing, research and development, staffing, and infrastructure to support our growth. We may continue to incur net losses in future periods. Our ability to achieve profitability will depend on a number of factors, including our ability to:

•grow our sales volume;

•expand into new geographical markets and industry market sectors;

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•attract and retain financing partners;

•continue to improve the useful life of our technology and reduce our warranty servicing costs;

•reduce the cost of producing our products;

•improve the efficiency and predictability of our installation process;

•introduce new products, including products for the hydrogen market;

•improve the effectiveness of our sales and marketing activities; and

•attract and retain key talent in a competitive labor marketplace.

Even if we do achieve profitability, we may be unable to sustain or increase our profitability in the future.

Our financial condition and results of operations and other key metrics are likely to fluctuate, which could cause our results for a particular period to fall below expectations, resulting in a severe decline in the price of our common stock.

Our financial condition and results of operations and other key metrics have fluctuated significantly in the past and may continue to fluctuate in the future due to a variety of factors, many of which are beyond our control. For example, the amount of product revenue we recognize in a given period is materially dependent on the volume of installations of our products in that period and the type of financing used by the customer.


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In addition to the other risks described herein, the following factors subject us to quarterly fluctuations in our financial condition and results of operations:

•the timing of installations, which may depend on many factors such as availability of inventory, product quality or performance issues, local permitting requirements, utility requirements, environmental, health, and safety requirements, weather, availability of labor, health emergencies, and customer facility construction schedules;

•size of particular installations and number of sites involved in any particular quarter;

•the mix in purchase or financing options used by customers, the geographical mix of customer sales, and the rates of return required by financing parties;

•disruptions in our supply chain;

•whether we are able to structure our sales agreements in a manner that would allow for the product and installation revenue to be recognized upfront;

•delays or cancellations of product installations;

•fluctuations in our service costs, particularly due to unexpected costs and rising labor costs;

•fluctuations in our research and development expense, including periodic increases associated with the pre-production qualification of additional tools as we expand our production capacity;

•the length of the sales and installation cycle for a particular customer;

•the timing and level of additional purchases by new and existing customers, which may be impacted by macroeconomic factors including inflation, interest rates, the recessionary environment, and availability of capital;

•the timing of the development of the market for our new features and products~~, including our Electrolyzer~~;

•unanticipated expenses or installation delays associated with changes in governmental regulations, permitting requirements, utility requirements and environmental, health and safety requirements;

•disruptions in our sales, production, service or other business activities resulting from disagreements with our labor force or our inability to attract and retain qualified personnel; and

•unanticipated changes in government incentive programs available for us, our customers, and tax equity financing parties.

Fluctuations in our operating results and cash flow could, among other things, give rise to short-term liquidity issues. In addition, our revenue, key operating metrics, and other operating results in future quarters may fall short of our projections or the expectations of investors and financial analysts, which could have an adverse effect on the price of our common stock.

If we fail to manage our growth effectively, our business and operating results may suffer.

In order to grow effectively, we must efficiently operate our business, manage our capital expenditures and control our costs. If we experience a significant growth in orders without improvements in automation and efficiency as well as quality and timely parts and components from our suppliers, we may not be able to meet product demand in a timely manner. We may need additional manufacturing capacity and we and some of our suppliers may need additional capital-intensive equipment. Any growth in manufacturing must include scaling quality control as the increase in production increases the possible impact of manufacturing defects. In addition, any growth in the volume of sales of our products may outpace our ability to engage sufficient and experienced personnel to manage the higher number of installations and to engage contractors to complete installations on a timely basis and in accordance with our expectations and standards. Portions of the organization may expand at different speeds, creating bottlenecks, inefficiencies, or misalignment between commercial demand, production capacity, and service and support functions. Any failure to manage our growth effectively could materially and adversely affect our business, prospects, operating results, and financial condition. Our future operating results depend to a large extent on our ability to manage this growth successfully.

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our products may outpace our ability to engage sufficient and experienced personnel to manage the higher number of installations and to engage contractors to complete installations on a timely basis and in accordance with our expectations and standards. Any failure to manage our growth effectively could materially and adversely affect our business, prospects, operating results, and financial condition. Our future operating results depend to a large extent on our ability to manage this growth successfully.

If we fail to maintain effective internal control over financial reporting in the future, the accuracy and timing of our financial reporting may be adversely affected.

We are required to comply with Section 404 of the Sarbanes-Oxley Act of 2002. The provisions of the act require, among other things, that we maintain effective internal control over financial reporting and disclosure controls and procedures. Preparing our financial statements involves a number of complex processes, many of which are done manually and are dependent upon individual data input or review. These processes include calculating revenue, deferred revenue and inventory costs. While we continue to automate our processes, ~~and~~ enhance our review and put in place additional controls to reduce the likelihood for errors, we expect that for the foreseeable future many of our processes will remain manually intensive and thus subject to human error. If we are unable to successfully maintain effective internal control over financial reporting, we may fail to prevent or detect material misstatements in our financial statements, in which case investors may lose confidence in the accuracy and completeness of our financial reports. Any failure to maintain effective disclosure controls and procedures or internal control over financial reporting could have a material adverse effect on our business and operating results and cause a decline in the price of our common stock.


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to prevent or detect material misstatements in our financial statements, in which case investors may lose confidence in the accuracy and completeness of our financial reports. Any failure to maintain effective disclosure controls and procedures or internal control over financial reporting could have a material adverse effect on our business and operating results and cause a decline in the price of our common stock.

Our ability to use deferred tax assets to offset future taxable income may be subject to limitations that could subject our business to higher tax liability.

Our ability to use net operating loss carryforwards (“NOLs”) to offset future taxable income may be limited due to expiration, lack of taxable income in the future, changes in our stock ownership, and other factors that may be outside of our control. Our deferred tax assets may also expire or be underutilized, which could prevent us from offsetting future taxable income.

Risks Related to Our Liquidity

We must maintain the confidence of our customers in our liquidity, including our ability to timely service our debt obligations and grow our business over the long term.

Currently, we are the only provider able to ~~fully~~manufacture ~~support and maintain~~ our products. If potential customers believe we do not have sufficient capital or liquidity to operate our business over the long-term or that we will be unable to maintain or support our products, customers may be less likely to purchase or lease our products, particularly in light of the significant financial commitment required. In addition, financing sources may be unwilling to provide financing on reasonable terms. Similarly, suppliers, financing partners, and other third parties may be less likely to invest time and resources in developing business relationships with us if they have concerns about the success of our business.

Accordingly, in order to grow our business, we must maintain confidence in our liquidity and long-term business prospects among customers, suppliers, financing partners and other parties. ~~This~~Our ~~may~~ability beto ~~particularly~~maintain ~~complicated~~this byconfidence depends not only on absolute liquidity levels, but also on market perceptions of our access to capital and other complex factors such as:

•our limited operating history at a large scale;

•the size of our debt obligations and compliance with the existing terms thereof;

•profitability concerns;

•unfamiliarity with or uncertainty about our products and the overall perception of the distributed generation market;

•prices for electricity or natural gas;

•competition from alternate sources of energy;

•warranty or unanticipated service issues we may experience;

•the perceived value of environmental programs to our customers;

•the size of our expansion plans in comparison to our existing capital base and the scope and history of operations;

•the availability and amount of tax incentives, credits, subsidies or other incentive programs; and

•the other factors set forth in this “Risk Factors” section.

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Several of these factors are largely outside our control, and any negative perceptions about our liquidity or long-term business prospects would likely harm our business.

Our indebtedness, and restrictions imposed by the agreements governing our outstanding indebtedness, may limit our financial and operating activities and may adversely affect our ability to incur additional debt to fund future needs.

Given our substantial level of indebtedness, it may be difficult for us to secure additional debt financing at an attractive cost, which may in turn impact our ability to expand or maintain our operations, develop our products, and remain competitive in the market. Our liquidity needs could vary significantly and may be affected by general economic conditions, industry trends, performance, and many other factors not within our control, such as adverse shifts in the interest rate environment or credit market conditions which could impact availability and cost of such financing.

~~The~~ agreements governing our outstanding indebtedness contain, and other future debt agreements may contain, covenants imposing operating and financial restrictions on our business that limit our flexibility including, among other things:40


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The agreements governing our outstanding indebtedness contain, and other future debt agreements may contain, covenants imposing operating and financial restrictions on our business that limit our flexibility to, including, among other things:

•borrow money;

•pay dividends or make other distributions;

•incur liens;

•make asset dispositions;

•make loans or investments;

•issue or sell share capital of our subsidiaries;

•issue guaranties;

•enter into transactions with affiliates;

•merge, consolidate or sell, lease or transfer all or substantially all of our assets;

•require us to dedicate a substantial portion of cash flow from operations to the payment of principal and interest on indebtedness, thereby reducing the funds available for other purposes such as working capital and capital expenditures;

•make it more difficult for us to satisfy and comply with our obligations with respect to our indebtedness;

•subject us to increased sensitivity to interest rate increases;

•make us more vulnerable to economic downturns, adverse industry conditions, or catastrophic external events;

•limit our ability to withstand competitive pressures;

•reduce our flexibility in planning for or responding to changing business, industry and economic conditions; and/or

•place us at a competitive disadvantage to competitors that have relatively less debt than we have.

Upon the occurrence of certain events to us, including a change in control, a significant asset sale or merger or similar transaction, our liquidation or dissolution or the cessation of our stock exchange listing, each of which may constitute a fundamental change under the outstanding notes, holders of certain of the notes have the right to cause us to repurchase for cash any or all of such outstanding notes. We cannot provide assurance that we would have sufficient liquidity to repurchase such notes. ~~Furthermore~~In addition, ~~our~~pursuant ~~financing and debt agreements contain events of default. If an event of default were~~ to ~~occur,~~a ~~the~~credit ~~trustee~~agreement orwe ~~the~~entered ~~lenders~~into ~~could,~~in ~~among~~December ~~other things~~2025, ~~terminate~~we ~~their~~provided ~~commitments~~collateral ~~and~~to ~~declare~~secure ~~outstanding~~ amounts ~~due~~borrowed ~~and~~thereunder ~~payable~~consisting ~~and~~of ~~our~~a ~~cash~~lien ~~may~~on ~~become~~substantially ~~restricted.~~all Weof ~~cannot~~our ~~provide~~tangible ~~assurance~~and ~~that~~intangible wepersonal ~~would~~property, ~~have~~other ~~sufficient~~than ~~liquidity~~intellectual toproperty, ~~repay~~and ora ~~refinance~~pledge ~~our~~of ~~indebtedness~~various ifshares ~~such amounts were accelerated upon an event~~ of ~~default.~~stock, ~~Borrowings~~partnership ~~under~~interests ~~other~~and ~~debt~~limited ~~instruments~~liability ~~that~~company ~~contain~~interests ~~cross-acceleration~~of orour ~~cross-default~~direct ~~provisions~~material ~~may,~~domestic assubsidiaries ~~a result, be accelerated~~ and ~~become~~first-tier ~~due~~material ~~and~~foreign ~~payable as a consequence~~subsidiaries. We ~~may~~also beagreed ~~unable~~ to ~~pay~~various ~~these~~financial ~~debts~~covenants, inas ~~such~~well ~~circumstances.~~as Werestrictive ~~cannot~~covenants ~~provide assurance~~ that, ~~the~~among ~~operating~~other ~~and~~things, ~~financial~~restrict ~~restrictions~~our and ~~covenants in these agreements will not adversely affect~~ our subsidiaries’ ability to ~~finance~~incur ~~our~~additional ~~future operations or capital needs~~debt, orpay ~~our~~dividends ~~ability~~and tomake ~~engage~~distributions, inmake ~~other~~certain ~~business~~investments ~~activities~~and ~~that~~acquisitions, ~~may~~prepay becertain inindebtedness, ~~our~~incur ~~interest~~liens, orenter ~~our~~into ~~ability~~agreements towith ~~react~~affiliates, toand ~~adverse~~merge ~~market~~or ~~developments~~consolidate.

Our financing and debt agreements, including the notes and the credit agreement, contain events of default. If an event of default were to occur, the trustee and/or the lenders could, among other things, terminate their commitments and declare outstanding amounts due and payable and our cash may become restricted, or (with respect to the credit agreement) seek to enforce collateral securing the amounts borrowed thereunder. We cannot provide assurance that we would have sufficient liquidity to repay or refinance our indebtedness if such amounts were accelerated upon an event of default. Borrowings under other debt instruments that contain cross-acceleration or cross-default provisions may, as a result, be accelerated and become due and payable as a consequence. We may be unable to pay these debts in such circumstances. We cannot provide assurance that the operating and financial restrictions and covenants in these agreements will not adversely affect our ability to finance our future operations or capital needs, or our ability to engage in other business activities that may be in our interest or our ability to react to adverse market developments.

We may not be able to generate sufficient cash to meet our debt service obligations or our growth plans.

Our ability to generate sufficient cash to meet our debt obligations will depend on our future financial performance, which will be affected by a range of economic, competitive, and business factors. If we do not generate sufficient cash to satisfy our debt obligations, which risk may be heightened during periods of elevated working capital requirements, we may have to undertake alternative financing plans such as refinancing or restructuring our debt, selling assets, reducing or delaying capital investments, or seeking to raise additional capital. We cannot provide assurance that any of these alternatives would be available or permitted under the terms of our debt instruments then in effect. Furthermore, the ability to refinance indebtedness would depend upon the condition of the finance and credit markets at the time. Our inability to generate sufficient cash to satisfy our debt obligations or to refinance our obligations on commercially reasonable terms or on a timely basis would have an adverse effect on our business, results of operations and financial condition.

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Risks Related to Our Operations

Expanding operations internationally could expose us to additional risks.

Although we currently operate primarily in the U.S., we continue to expand our business internationally. We currently have operations in the Asia Pacific region and Europe. ~~Any~~Our ~~expansion~~international ~~internationally~~operations ~~could~~ subject our business to ~~risks~~additional ~~associated with international operations~~risks, including:

•increased complexity and costs of managing international operations;

•conformity with applicable business customs, including translation into foreign languages and associated expenses;

•lack of availability of government incentives and subsidies;

•financing challenges for our customers;

•potential changes to our established business model, including installation and/or service challenges that we may have not encountered before;

•cost of alternative power sources, which could be meaningfully lower outside the U.S.;

•availability and cost of natural gas;

•variability in gas specifications from jurisdiction to jurisdiction;

•effects of adverse changes in currency exchange rates and rising interest rates;

•difficulties in staffing and managing foreign operations in an environment of diverse culture, laws and regulations, and customers, and the increased travel, infrastructure, and legal and compliance costs associated with international operations;

•our ability to develop and maintain relationships with suppliers and other local businesses;

•compliance with product safety requirements and standards;

•our ability to obtain business licenses that may be needed in international locations to support expanded operations;

•compliance with local laws and regulations and unanticipated changes in local laws and regulations, including tax laws and regulations;

•challenges in managing taxation in cross-border transactions;

•greater difficulties in securing or enforcing our intellectual property rights in certain jurisdictions;

•difficulties in enforcing contracts in certain jurisdictions;

•risk of nationalization or other expropriation of private enterprises;

•trade barriers such as export and import requirements, tariffs, taxes, local content requirements, anti-dumping regulations and requirements, and other restrictions and expenses, which could increase the effective price of our products and make us less competitive in some countries or increase the costs to perform under our existing contracts;

•logistics and shipping constraints due to geopolitical conflicts in shipping routes;

•difficulties in collecting payments in foreign currencies and associated foreign currency exposure;

•restrictions on repatriation of earnings;

•risk of actions taken unilaterally by a foreign government or government owned entity that could adversely affect or limit our customers’ use of our products or our customers’ or our ability to perform under our customer contracts, increase the potential for customer disputes, increase our costs or adversely impact our profitability;

•natural disasters (including as a result of climate change), acts of war or terrorism, regional conflicts, and public health emergencies; and

•adverse social, political and economic conditions, including inflation, a recessionary environment, and disruptions in capital markets.

WeOur ~~utilize~~cross-border atransactions ~~sourcing~~and ~~strategy~~international ~~that~~operations ~~emphasizes~~are ~~global~~subject ~~procurement~~to ofcomplex ~~materials~~foreign ~~that~~and ~~have~~U.S. ~~direct~~laws and regulations, including anti-bribery and corruption laws, antitrust or ~~indirect~~competition ~~dependencies~~laws, ~~upon~~data aprivacy ~~number~~laws, ofsuch ~~vendors~~as ~~with~~Regulation ~~operations~~(EU) in2016/179 ~~the~~(General ~~Asia~~Data ~~Pacific~~Protection ~~region.~~Regulation) ~~Physical~~(GDPR), ~~regulatory,~~and ~~technological,~~environmental ~~market~~regulations, ~~reputational~~accounting standards, ~~and~~among ~~legal~~others. ~~risks~~In ~~related~~particular, toU.S. ~~climate~~regulators ~~change~~engage in ~~these~~anti-bribery ~~regions~~law ~~and~~enforcement ~~globally~~activity, ~~are~~and ~~increasing~~we incurrently ~~impact~~operate and ~~diversity~~seek ~~and~~to ~~the~~operate ~~magnitude~~in ofmany ~~any~~parts ~~short-term~~of orthe ~~long-term~~world ~~adverse~~that ~~impact~~are onrecognized ~~our~~as ~~business~~having orgreater ~~results~~potential offor ~~operations remains unknown~~corruption. ~~The~~Violations ~~physical~~of ~~impacts~~any of ~~climate~~these ~~change,~~laws ~~including~~and asregulations acould result ofin ~~certain~~fines ~~types~~and ofpenalties, ~~natural~~criminal ~~disasters~~sanctions ~~occurring~~against ~~more~~us ~~frequently~~ or ~~with~~our ~~more~~employees, ~~intensity~~prohibitions oron ~~changing~~the ~~weather~~conduct ~~patterns,~~of ~~could disrupt~~ our ~~supply~~business ~~chain,~~and ~~result~~on inour ~~damage~~ability to oroffer ~~closures of~~ our ~~facilities,~~products and ~~could~~services ~~otherwise~~in ~~have~~certain angeographies, ~~adverse~~and ~~impact~~significant onharm to our business, ~~operating~~reputation. ~~results~~Our policies and ~~financial~~procedures ~~condition.~~to Inpromote ~~addition,~~compliance ~~the~~with ~~war~~these inlaws ~~Ukraine~~and ~~resulted~~regulations inand ~~increased~~to ~~sanctions~~mitigate ~~that~~these ~~affected~~risks ~~the~~may ~~price~~not ofprotect ~~raw~~us ~~materials~~from ~~used~~all inacts committed by our ~~products~~employees or third parties, ~~which~~including ~~had~~contractors, ~~and~~agents, ~~could~~services ~~continue~~partners, tostrategic ~~have~~partners anor ~~adverse~~distributors. ~~impact~~To onthe ~~our~~extent ~~operating~~violations ~~results~~of foreign and U.S. laws and regulations by such third parties impact

~~Our~~ cross-border transactions and international operations are subject to complex foreign and U.S. laws and regulations, including anti-bribery and corruption laws, antitrust or competition laws, data privacy laws, such as the GDPR, and environmental regulations, among others. In particular, recent years have seen a substantial increase in anti-bribery law enforcement activity by U.S. regulators, and we currently operate and seek to operate in many parts of the world that are 42


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~~recognized~~their as having greater potential for corruption. Violations of any of these laws and regulations could result in fines and penalties, criminal sanctions against us or our employees, prohibitions on the conduct of our business and on our ability to ~~offer~~perform ~~our~~under ~~products~~contracts ~~and~~with ~~services in certain geographies~~us, ~~and significant harm to~~ our ~~business~~operations ~~reputation. Our policies~~ and ~~procedures~~financial toresults ~~promote~~could ~~compliance~~be ~~with~~materially ~~these~~adversely ~~laws and regulations and to mitigate these risks may not protect us from all acts committed by our employees or third-party vendors, including contractors, agents and services partners~~affected. Additionally, the costs of complying with these laws (including the costs of investigations, auditing and monitoring) could adversely affect our current or future business.

The success of our international sales and operations will depend, in large part, on our ability to anticipate and manage these risks effectively. Our failure to manage any of these risks could harm our international operations, reduce our international sales, and could give rise to liabilities, costs or other business difficulties that could adversely affect our operations and financial results.

~~Data~~Our internal computer systems, and those of our third-party providers, may fail or may suffer from events beyond our control, including security breaches and ~~cyberattacks~~other cybersecurity events, which could compromise our intellectual property orand other confidential information, ~~and~~disrupt ~~cause~~our ~~significant~~product ~~damage~~development toprograms ~~our~~and ~~business~~manufacturing operations, harm product performance, and/or damage the Company’s brand, and reputation, any of which could reduce our revenue and earnings, increase our expenses and expose us to legal and regulatory claims.

WeAll ~~maintain~~of ~~information~~our ~~that~~major isoperations, ~~confidential~~including manufacturing, ~~proprietary~~distribution, orsales ~~otherwise~~and ~~sensitive~~accounting, inare ~~nature~~dependent on our ~~information~~internal ~~technology~~computer systems, and oninfrastructure ~~the~~(“IT ~~systems~~Systems”) and those of our strategic collaborators, vendors, contractors, and consultants (“third-party providers.”) ~~This~~and we maintain information ~~includes~~that is confidential, proprietary, or otherwise sensitive in nature on our IT Systems, including intellectual property, financial ~~information~~ and other trade secret and confidential information related to us, ~~and~~ our employees, prospects, customers, suppliers and ~~other~~ business partners. ~~Additionally~~(collectively, ~~our~~“Confidential ~~information~~Information”). ~~technology~~In ~~provides~~addition, ~~us with the ability to remotely control some variables of~~ our ~~products;~~development ~~they~~programs ~~are connected to, controlled~~ and ~~monitored~~manufacturing byoperations ~~our~~are ~~centralized~~dependent ~~remote monitoring service. We rely~~ on our ~~internal~~IT ~~software~~Systems, ~~applications~~as ~~for~~is ~~many of~~ the ~~functions~~performance weand ~~use~~full tofunctionality ~~operate~~of our ~~business generally~~products. ~~Cyberattacks~~For ~~are~~example, ~~increasing~~we inuse ~~frequency~~our ~~and~~IT ~~evolving~~Systems into ~~nature.~~remotely Wecontrol and ~~our~~assess ~~third-party providers are at risk of attack through~~ the ~~use~~performance of ~~increasingly~~our ~~sophisticated~~products ~~methods,~~in ~~including malware, phishing and~~ the ~~deployment of artificial intelligence to find and exploit vulnerabilities~~field.

Our ~~information~~IT ~~technology~~Systems ~~systems,~~ and those ~~maintained~~of by our third-party providers, ~~have~~are ~~been~~vulnerable into ~~the~~damage ~~past,~~from ~~and~~computer ~~may~~viruses, beunauthorized inaccess, ~~the future~~misuse, ~~subjected~~natural todisasters, ~~attempts~~terrorism, tocybersecurity ~~gain~~threats, ~~unauthorized~~war ~~access~~and, ~~disable~~internet, ~~destroy~~telecommunications, ~~maliciously~~data ~~control~~network orand ~~cause~~electrical ~~other system disruptions. In some cases~~failures, itas iswell ~~difficult~~as tosecurity ~~anticipate~~compromises or tobreaches, ~~detect~~which ~~immediately~~may ~~such~~compromise ~~incidents~~our ~~and~~systems, ~~the~~infrastructure, ~~damage~~data ~~they~~or ~~caused.~~that ~~While~~of ~~these~~those ~~types~~with ofwhom ~~incidents~~we ~~have~~share ~~not~~such ~~had~~data aor ~~material~~information ~~effect~~or onupon which our business relies, or lead to ~~date~~data compromise, ~~future~~misuse, ~~incidents~~misappropriation ~~involving~~or ~~access~~leakage. toAny ~~our~~damage ~~network~~ or ~~improper~~significant ~~use~~disruption in the operation of our ~~systems,~~IT Systems or those of our third-party ~~parties,~~providers ~~could~~or ~~compromise~~the ~~confidential,~~failure ~~proprietary~~of orsuch ~~otherwise~~systems ~~sensitive~~to ~~information,~~perform as ~~well~~expected (including as ~~the~~a ~~operation~~result of any of the events noted in the preceding sentence or otherwise) would disrupt our ~~products~~business and could have a material adverse effect us.

~~There~~In isaddition, nocyber-attacks ~~assurance~~could ~~that~~extract ~~any~~Confidential ~~measures~~Information ~~we may take to combat known~~ and ~~unknown~~such ~~cybersecurity~~attacks ~~risks~~could ~~will~~also beinclude ~~sufficient~~the todeployment ~~prevent future security breaches and cyberattacks. The security~~ of ~~our~~harmful ~~infrastructure~~malware, ~~including~~ransomware, ~~the~~digital ~~network~~extortion, ~~that~~business ~~connects~~email ~~our~~compromises ~~products~~and ~~to our remote monitoring~~ denial-of-service, ~~may be vulnerable to breaches~~attacks, ~~unauthorized~~social ~~access,~~engineering ~~misuse,~~(including ~~computer~~phishing ~~viruses,~~attacks) orand other ~~malicious~~means ~~code~~to ~~and~~affect ~~cyberattacks~~server ~~that~~reliability ~~could have a material adverse impact on our business~~ and ~~our~~threaten ~~products in the field~~confidentiality, integrity and ~~the~~availability ~~protective~~of ~~measures~~information weor ~~have~~IT ~~taken~~Systems. ~~may~~If beany ~~insufficient to prevent~~ such ~~events.~~cyber-attack Aagainst ~~breach~~us or ~~failure of~~ our ~~networks~~third-party orproviders ~~computer~~were orto ~~data~~result ~~management~~in ~~systems~~a ~~due~~loss toof ~~intentional~~or ~~actions~~damage ~~such~~to asour ~~cyberattacks,~~data; ~~including~~the ~~ransomware~~disclosure ~~attacks,~~of ~~phishing~~Confidential orInformation; ~~denial-of-service~~an ~~attacks,~~interruption ~~negligence,~~in orour ~~other reasons~~operations, ~~whether~~such as a ~~result~~material ofdisruption ~~actions~~to byour ~~third-parties~~product ordevelopment ~~our employees~~programs, ~~could~~manufacturing ~~seriously disrupt our~~ operations or ~~could~~interfere ~~affect~~with ~~our ability to control or to assess~~ the ~~performance~~functionality ~~in the field~~ of our products, ~~and~~it could ~~result~~have ina ~~disruption~~material toadverse ~~our~~effect ~~business~~on ~~and legal liability~~us.

InWhile ~~addition,~~we ~~security~~have ~~breaches~~taken ~~and~~steps ~~cyberattacks~~to ~~could~~address ~~negatively~~these ~~impact~~risks, our ~~brand~~efforts ~~and~~may ~~reputation~~not ~~and~~wholly ~~our~~mitigate ~~competitive~~them. ~~position~~In ~~and~~addition, ~~could~~these ~~result~~risks inare ~~litigation~~likely ~~with~~to ~~third~~increase ~~parties,~~as ~~regulatory~~we ~~action~~continue to grow and ~~increased~~expand ~~remediation~~geographically ~~costs,~~and ~~any~~our ofproducts ~~which~~and ~~could~~services ~~adversely~~become ~~impact~~increasingly ~~our~~dependent ~~business~~on technology. Further, our ~~financial~~contracts ~~condition~~may not fully protect us from liabilities, ~~and~~damages, ~~our~~or ~~operating~~claims ~~results.~~and, ~~Although~~although we maintain insurance coverage ~~that~~(which also may cover ~~certain~~ liabilities in connection with ~~some~~ security breaches and ~~cyberattacks~~cyber-attacks), wesuch ~~cannot~~insurance bemay ~~certain~~not itprovide ~~will~~adequate becoverage ~~adequate~~against ~~for~~all liabilities ~~actually~~and ~~incurred~~there orcan be no assurance that ~~any~~the insurer will ~~not~~approve ~~deny~~claim coverage. In addition, any data breach, security incident, or compromise of ~~future~~protected personal information may also result in notification requirements or other disclosure obligations and may subject us to civil fines and penalties, litigation, regulatory investigations or enforcement actions or claims for damages under applicable privacy laws. Finally, security breaches and cyberattacks could negatively impact our brand and reputation and our competitive position and could result in litigation with third parties, regulatory action and increased remediation costs, any of which could adversely impact our business, our financial condition, and our operating results.

IfWe weincreasingly ~~are~~rely ~~unable~~on tothe ~~attract~~collection, processing, storage, sharing, and ~~retain~~analysis ~~key~~of ~~employees~~large volumes of data that requires strong data governance. A failure to maintain strong data governance by us and/or ~~hire~~our ~~qualified~~third-party ~~management~~providers could result in investigations, ~~technical~~fines, ~~engineering~~penalties, ~~finance~~ and ~~sales~~litigation; ~~personnel~~expose us to operational, ~~our~~financial ~~ability~~and toreputational ~~compete~~risks; and ~~successfully~~adversely ~~grow~~impact ~~our~~the ~~business~~execution ~~could~~of bestrategic ~~harmed~~objectives.

WeEffective ~~believe~~data ~~that our success and our ability to reach our strategic objectives are highly dependent on the contributions of our key management~~governance, ~~technical,~~including ~~engineering,~~data ~~finance and sales personnel. The loss of the services of any of our key employees could disrupt our operations~~quality, ~~delay~~data ~~the development and introduction of our products and services and negatively impact our business~~integrity, ~~prospects~~data ~~and~~access ~~operating results. In particular~~controls, wedata ~~are~~lifecycle ~~highly dependent on the services of Dr. Sridhar~~management, ~~our Founder, President, Chief Executive Officer~~ and ~~Director,~~compliance ~~and~~with ~~other~~applicable ~~certain~~data ~~key~~protection ~~employees. None of our key employees are bound by employment agreements for any specific term~~ and weprivacy ~~cannot~~requirements, ~~assure~~is ~~you~~essential ~~that we will be able~~ to ~~successfully attract and retain the senior leadership necessary to grow~~ our ~~business.~~operations, ~~There is intense competition for talented individuals in our industry~~decision-making, ~~particularly in the San Francisco Bay Area where our principal offices are located. Our failure to attract~~ and ~~retain our executive~~

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~~officers~~strategic ~~and~~initiatives. ~~other~~We ~~key~~face ~~management~~risks associated with maintaining accurate, ~~technical~~complete, ~~engineering~~timely, ~~finance~~and consistent data across multiple systems, business units, geographies, and ~~sales~~third ~~personnel~~party platforms. Deficiencies in data governance practices, data quality, system integrations, or internal controls could ~~adversely~~result ~~impact~~in ~~our~~inaccurate reporting, flawed business or operational decisions, ~~our~~inefficiencies, ~~financial~~delays, ~~condition~~increased ~~and~~costs, ~~our~~or ~~operating~~failures ~~results~~to meet contractual, regulatory, or disclosure obligations.

As we expand our use of advanced analytics, automation, and artificial intelligence-enabled tools, our reliance on high quality and well governed data increases and any weakness in data governance may be amplified. In addition, we are subject to a complex and evolving landscape of data protection, privacy, cybersecurity, and data localization laws and regulations in the jurisdictions in which we operate. Failure to comply with those requirements, or to appropriately govern the use of sharing of data could result in regulatory investigations fines, penalties, or litigation.

We also rely on third party vendors, cloud service providers, and other partners to host, process, or access data. Risks related to third party data handling practices could adversely affect our data governance framework and expose us to additional operational, financial, and reputational risks.

If we are unable to effectively design, implement, and maintain a robust data governance framework that evolves with our business, our ability to operate efficiently, protect confidential information, leverage data-driven insights, and execute our strategic objectives could be adversely affected.

If we are unable to attract and retain key employees and hire qualified management, technical, engineering, finance and sales personnel, our ability to compete and successfully grow our business could be harmed.

We believe that our success and our ability to reach our strategic objectives are highly dependent on the contributions of our key management, technical, engineering, finance and sales personnel. The loss of the services of any of our key employees could disrupt our operations, delay the development and introduction of our products and services and negatively impact our business, prospects and operating results. In particular, we are highly dependent on the services of Dr. Sridhar, our Founder, President, Chief Executive Officer and Director, and other certain key employees. None of our key employees are bound by employment agreements for any specific term and we cannot assure you that we will be able to successfully attract and retain the senior leadership necessary to grow our business. There is intense competition for talented individuals in our industry, particularly in the San Francisco Bay Area where our principal offices are located. Our failure to attract and retain our executive officers and other key management, technical, engineering, finance and sales personnel, could adversely impact our business, our financial condition and our operating results.

Competition for manufacturing employees is intense, and we may not be able to attract and retain the qualified and skilled employees needed to support our business.

We believe part of our success depends on the efforts and talent of our manufacturing employees and our ability to attract, develop, motivate and retain such employees. Competition for manufacturing employees is extremely intense. We may not be able to hire and retain these personnel at compensation levels consistent with our existing compensation and salary structure and/or to fill targeted staffing levels. ~~Some~~In addition, some of the companies with which we compete for experienced employees have greater resources than we have and may be able to offer more attractive terms of employment.

Risks Related to Ownership of Our Common Stock

The stock price of our common stock has been and may continue to be volatile.

The market price of our common stock has been and may continue to be volatile. In addition to factors discussed in this Risk Factors section, the market price of our common stock may fluctuate significantly in response to numerous variables, many of which are beyond our control, including:

•overall performance of the equity markets;

•actual or anticipated fluctuations in our revenue and other operating results;

•changes in the financial projections we may provide to the public or our failure to meet these projections;

•changing market and economic conditions, including a recessionary environment, rising interest rates and inflationary pressures;

•failure of securities analysts to initiate or maintain coverage of us, changes in financial estimates by any securities analysts who follow us or our failure to meet these estimates or the expectations of investors;

•the issuance of negative reports from short sellers;


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•recruitment or departure of key personnel;

•new laws, regulations, subsidies or credits, or new interpretations of them, applicable to our business;

•negative publicity related to problems in our manufacturing or the real or perceived quality of our products;

•rumors and market speculation involving us or other companies in our industry;

•the failure or distress of competitors in our industry;

•announcements by us or our competitors of significant technical innovations, acquisitions, strategic partnerships or capital commitments;

•lawsuits threatened or filed against us; and

•other events or factors including those resulting from war, natural disasters (including as result of climate change), incidents of terrorism or responses to these events.

In addition, the stock markets have experienced extreme price and volume fluctuations that have affected and continue to affect the market prices of equity securities of many companies. Stock prices of many companies have fluctuated in a manner unrelated or disproportionate to the operating performance of those companies. In the past, stockholders have instituted securities class action litigation following periods of market volatility. ~~We are currently involved in securities litigation, which may subject us to substantial costs, divert resources and the attention of management from our business, and adversely affect our business.~~

We may issue additional shares of our common stock in connection with future conversions of ~~the~~our ~~Green~~outstanding ~~Notes~~convertible notes, which may dilute our existing stockholders and potentially adversely affect the market price of our common stock.

In the event that some or all of ~~the~~our ~~Green~~outstanding ~~Notes~~convertible notes are converted, and we elect to deliver shares of common stock, the ownership interests of existing stockholders will be diluted, and any sales in the public market of any shares of our common stock issuable upon such conversion could adversely affect the prevailing market price of our common stock.

Future 41sales of our common stock by current or potential future significant holders, or the perception that such sales could occur, may adversely affect the market price of our common stock.

~~Table~~While during 2025 SK ecoplant Co., Ltd. and its affiliates (“SK ecoplant”) reduced their holdings in our common stock acquired through their strategic investment in us, SK ecoplant continues to hold approximately 6,971,701 shares of ~~Contents~~our ~~Index~~common stock as of December 31, 2025, equaling 2.5% of the shares outstanding as of such date. See Part II, Item 8, Note 17—SK ecoplant Strategic Investment for additional information with respect to ~~Financial~~such ~~Statements~~investment. In addition, in October 2025, in connection with our partnership with Oracle Corporation (“Oracle”) to provide on-site solid state power for AI data centers, subject to the negotiation of a warrant mutually acceptable to us and Oracle, we agreed to issue to Oracle a warrant (the “Oracle Warrant”) to purchase up to an aggregate of 3,531,073 shares of our common stock, with an exercise price of $113.28 per share, which was the closing market price of our common stock on October 28, 2025. We and Oracle agreed that (i) the expiration date of the Oracle Warrant will be six (6) months from the date of the issuance of the Oracle Warrant, (ii) the Oracle Warrant will include customary anti-dilution adjustments, transfer restrictions and exercise procedures, and (iii) the Oracle Warrant will not entitle the holder to any voting rights, dividends or other rights as a stockholder of the Company prior to the exercise and settlement of the Oracle Warrant. The Oracle Warrant and the shares underlying the Oracle Warrant are expected to be issued in reliance on the exemption from registration pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended. Assuming the issuance and exercise of the Oracle Warrant, the common stock underlying such warrant would represent approximately 1.3% of the shares outstanding as of December 31, 2025 on a pro forma basis.

~~Future~~The ~~sales~~sale of a substantial number of the remaining shares of our common stock held by SK ecoplant ~~Co.~~, ~~Ltd.~~or (assuming the issuance of the Oracle Warrant) the exercise by Oracle of the Oracle Warrant and any subsequent sale of some or ~~its~~all ~~affiliates~~of the common stock issuable upon such exercise, or the perception that any such sales could occur by either of such parties, ~~may~~or any potential significant sale of our common stock by other current or future holders, could adversely affect the market price of our common stock. These sales (if any), or the possibility of these sales, could also make it more difficult for us to sell equity securities or securities convertible into equity securities in the future at a time and at a price that we deem appropriate.

SK ecoplant Co., Ltd. and its affiliates (“SK ecoplant”) hold 23,491,701 shares of our common stock, equaling 10.3% of the shares outstanding as of December 31, 2024 (see Part II, Item 8, Note 17 — SK ecoplant Strategic Investment). As part of its initial investment, SK ecoplant agreed that it would be prohibited from disposing any of the purchased securities for a period ending on the second anniversary of the Second Closing Date, which is March 23, 2025. The sale of a substantial number of shares of our common stock by SK ecoplant, or the perception that such sales could occur, could adversely affect the market price of our common stock. These sales, or the possibility of these sales, could also make it more difficult for us to sell equity securities or securities convertible into equity securities in the future at a time and at a price that we deem appropriate.

We do not intend to pay dividends for the foreseeable future.

We have never declared or paid any cash dividends on our capital stock and do not intend to pay cash dividends in the foreseeable future. In addition, under the terms of the credit agreement we entered into in December 2025, we cannot pay any dividends, with limited exceptions. We anticipate that we will retain all of our future earnings for use in the development of our business and for general corporate purposes. Any determination to pay dividends in the future will be at the discretion of our ~~board~~Board of ~~directors~~Directors. Accordingly, investors must rely on sales of their common stock after price appreciation, which may never occur, as the only way to realize any future gains on their investments.

~~Provisions~~ ~~in our charter documents and under Delaware law could make an acquisition of us more difficult, limit stockholders’ rights, and limit the market price of our common stock.~~45


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Provisions in our charter documents and under Delaware law could make an acquisition of us more difficult, limit stockholders’ rights, and limit the market price of our common stock. In addition, provisions in the convertible notes we have issued could delay or prevent an otherwise beneficial takeover of us.

Provisions in our restated certificate of incorporation and amended and restated bylaws may have the effect of delaying or preventing a change of control or changes in our management. Our restated certificate of incorporation and amended and restated bylaws include provisions that:

•require that our ~~board~~Board of ~~directors~~Directors is classified into three classes of directors with staggered three-year terms;

•permit the ~~board~~Board of ~~directors~~Directors to establish the number of directors and fill in any vacancies and newly created directorships;

•require super-majority voting to amend some provisions in our restated certificate of incorporation and amended and restated bylaws;

•authorize the issuance of “blank check” preferred stock that our ~~board~~Board of ~~directors~~Directors could use to implement a stockholder rights plan;

•authorize only the chairman of our ~~board~~Board of ~~directors~~Directors, our chief executive officer, or a majority of our ~~board~~Board of ~~directors~~Directors to call a special meeting of stockholders;

•prohibit stockholder action by written consent;

•expressly authorize the ~~board~~Board of ~~directors~~Directors to make, alter, or repeal our bylaws; and

•establish advance notice requirements for nominations for election to our ~~board~~Board of ~~directors~~Directors or for proposing matters that can be acted upon by stockholders at annual stockholder meetings.

In addition, our restated certificate of incorporation and our amended and restated bylaws provide that the Court of Chancery of the State of Delaware will be the exclusive forum for: any derivative action or proceeding brought on our behalf; any action asserting a breach of fiduciary duty; any action asserting a claim against us arising pursuant to the Delaware General Corporation Law, our restated certificate of incorporation or our amended and restated bylaws; or any action asserting a claim against us that is governed by the internal affairs doctrine. Our restated certificate of incorporation and our amended and restated bylaws provide that unless we consent in writing to the selection of an alternative forum, the federal district courts of the U.S. shall be the exclusive forum for the resolution of any complaint asserting a cause of action arising under the Securities Act. These choice of forum provisions may limit a stockholder’s ability to bring a claim in a judicial forum that it finds favorable for disputes with us or any of our directors, officers, or other employees, which thereby may discourage lawsuits with respect to such claims. Alternatively, if a court were to find the choice of forum provision contained in our restated certificate of incorporation and our amended and restated bylaws to be inapplicable or unenforceable in an action, we may incur additional costs associated with resolving such action in other jurisdictions, which could harm our business, our operating results, and our financial condition.

Moreover, Section 203 of the Delaware General Corporation Law may discourage, delay, or prevent a change in control of our Company. Section 203 imposes certain restrictions on mergers, business combinations, and other transactions between us and holders of 15% or more of our common stock.

Furthermore, 42certain provisions in the convertible notes we have issued could make a third party attempt to acquire us more difficult or expensive. For example, if a takeover constitutes a fundamental change, then, subject to limited exceptions, noteholders will have the right to require us to repurchase their notes for cash. In addition, if a takeover constitutes a make-whole fundamental change, then we may be required to temporarily increase the conversion rate. In either case, and in other cases, our obligations under the notes and the indenture could increase the cost of acquiring us or otherwise discourage a third party from acquiring us or removing incumbent management, including in a transaction that holders of our common stock may view as favorable.

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Scrutiny regarding ESG practices and disclosures could result in additional costs and adversely impact our business, brand and reputation.

Like many companies, we face scrutiny relating to our Environmental, Social and Governance (“ESG”) practices and disclosures, including our human capital management initiatives. ~~Many~~Certain of our investors may use ESG screening criteria for making investment decisions, and ESG standards, frameworks and regulations that apply to, or are used to assess, us continue to evolve. Our ~~ESG~~ practices and disclosures may not satisfy, ~~appropriately~~sufficiently respond to the changing and varied concerns of, or be supported by, all investors, customers, partners, regulators, enforcement authorities, or other stakeholders (including those in support of or in opposition to ESG practices), ~~whose~~which ~~expectations are evolving and varied. Any violation of, non-compliance with, or failure to meet such expectations, or negative publicity related to our ESG practices or disclosures,~~ could harm our brand and reputation, ~~and~~ adversely impact employee retention, our access to capital, or our attractiveness as a business partner, and could expose us to increased scrutiny or criticism or to ~~government enforcement actions and private litigation.~~

~~Our~~ ability to achieve any ESG goal, target, or objective, is subject to numerous risks, many of which are outside of our control. Examples of such risks include the availability and cost of environmental commodities, technologies and products, evolving regulatory requirements affecting ESG standards or disclosures, our ability to recruit, develop, and retain diverse talent in our labor markets, and our ability to develop and maintain reporting processes and controls that comply with evolving standards for identifying, measuring and reporting ESG metrics. As ESG stakeholder expectations, reporting standards, and disclosure requirements continue to develop, we may incur increasing costs related to ESG monitoring and reporting.46

~~ITEM~~Table 1Bof —Contents ~~UNRESOLVED~~Index ~~STAFF~~to ~~COMMENTS~~Financial Statements

government enforcement actions and private litigation.

Our ability to achieve any ESG goal, target, or objective, is subject to numerous risks, many of which are outside of our control. Examples of such risks include the availability and cost of environmental commodities, low-carbon fuels, technologies and products, evolving regulatory requirements affecting ESG standards or disclosures, our ability to recruit, develop, and retain necessary talent in our labor markets, and our ability to develop and maintain compliant reporting processes and controls. To the extent ESG stakeholder expectations, reporting standards, and disclosure requirements continue to develop, we may incur increasing costs related to ESG monitoring and reporting.

Geopolitical events and conditions could adversely affect our business, financial condition and operating results.

Geopolitical and security issues, such as changes in U.S. government and other nations’ administration and their associated shifts in policy and priorities, armed conflict and civil or military unrest, political instability, terrorist activity and public health emergencies, could adversely affect our business, financial condition and operating results. For example:

•Trade tensions have risen between the U.S. and China. China as a country supplies multiple components including rare earth metals and compounds used in electronic and electromechanical components that are part of our tier 2 and tier 3 sub-assembly suppliers. The continued escalation of trade tensions between China and the U.S. could impact our ability to source these rare earth metals and components;

•Tensions between mainland China and Taiwan have increased significantly in recent years, presenting an elevated risk of hostilities. Our products contain components which are supplied principally from Taiwan. As such, any disruption impacting Taiwan could adversely impact our ability to obtain these components and supply our customers with products. In addition, such events could adversely affect the potential strength of the Taiwan market for our Energy Server product;

•The current administration has implemented new and revised tariffs on all U.S. trade partners as well as sanctions, and is in the process of negotiating trade deals. While we have taken measures in response to mitigate supply chain disruptions and costs caused by tariffs, and will continue to evaluate and implement additional response measures, tariffs may adversely impact us, including affecting key financial metrics such as our gross margin. The situation is expected to remain volatile and subject to changing conditions;

•The Russia and Ukraine conflict has had adverse effects on the pricing in Europe for liquified natural gas and other fuels which can be utilized by our energy server systems, which may have adversely impacted the attractiveness of our products in various countries in Europe that are potentially strong markets for us. Conflicts in the Middle East and Venezuela may also have impacts on prices for such fuels;

•Relationships between the U.S. and Europe have recently been under strain due to additional issues such as defense which could also negatively impact the demand of our products in that market; and

•If a new health epidemic or outbreak were to occur, we could experience broad and varied effects similar to the impact of COVID-19, including adverse impacts to our workforce and supply chain, inflationary pressures and increased costs, schedule or production delays, market volatility and other financial ramifications.

As a result, our operations and our financial results, including our ability to execute our business strategy, manufacture, and sell products, and the demand for our products, can be adversely affected by a number of geopolitical factors outside of our control.

ITEM 1B—UNRESOLVED STAFF COMMENTS

None.

ITEM 1C — CYBERSECURITY

Cybersecurity Risk Management and Strategy

We have developed and implemented a cybersecurity risk management program designed to assess, identify, and manage risks from potential unauthorized occurrences on or through our information technology systems that may result in adverse effects on the confidentiality, integrity, or availability of our information technology systems or any information residing therein. Our cybersecurity risk management program includes a cybersecurity incident response plan.


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effects on the confidentiality, integrity, or availability of our information technology systems or any information residing therein. Our cybersecurity risk management program includes a cybersecurity incident response plan.

We design and assess our program based on the Center for Internet Security (“CIS”) 18 Framework. This does not imply that we meet any particular technical standards, specifications, or requirements, only that we use the CIS 18 Framework as a guide to help us identify, assess, and manage cybersecurity risks relevant to our business.

Our cybersecurity risk management program is integrated into our overall enterprise risk management program, and shares common methodologies, reporting channels and governance processes that apply across the enterprise risk management program to other legal, compliance, strategic, operational, and financial risk areas.

Our cybersecurity risk management program includes:

•Periodic risk assessments designed to help identify material cybersecurity risks to our critical systems, information, products, services, and our broader enterprise IT environment.

•A security team principally responsible for managing our cybersecurity risk assessment processes, security controls, and response to cybersecurity incidents, ~~supported~~led by aour ~~virtual~~ Chief Information Security Officer ~~(“vCISO”) that we have engaged through a third-party IT security firm~~.

•The use of external service providers, where appropriate, to assess, test, or otherwise assist with aspects of our security controls.

•Our Internal Audit department, which monitors certain IT systems controls that are integrated into our larger Sarbanes-Oxley control environment.

•Periodic cybersecurity awareness training for our employees and contractors with access to our information technology systems.

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•A cybersecurity incident response plan that includes procedures for responding to cybersecurity incidents, including incidents that could be indicators of attack against availability, integrity and confidentiality of information systems.

•A third-party risk management process for service providers, suppliers, and vendors that includes examining their security postures and assessing their data and system protection controls.

Since the beginning of the last fiscal year, we have not identified risks from known cybersecurity threats, including as a result of any prior cybersecurity incidents, that have materially affected us, but we face certain ongoing cybersecurity threats that, if realized, are reasonably likely to materially affect us. For a discussion of how cybersecurity risks could materially affect us in the future, please see the risk factors set forth under the caption Part I, Item 1A, Risk Factors — Risks Related to our Operations.

Cybersecurity Governance

Our Board considers cybersecurity risk as part of its risk oversight function and has delegated to the Audit Committee oversight of cybersecurity and other information technology risks. The Audit Committee oversees management’s implementation of our cybersecurity risk management program. The Board receives periodic reports from the Audit Committee and management on these and other activities. The Audit Committee receives periodic reports from management on our cybersecurity risks, including presentations from our Chief Information Security Officer, ~~vCISO,~~ internal security staff, and external experts. This includes updates to the Audit Committee, as appropriate, regarding any significant cybersecurity incidents, or multiple incidents that could be significant in the aggregate. These updates may occur in between regularly scheduled Audit Committee meetings.

At the management level, the Enterprise and Risk Management Committee (the “ERM Committee”) discusses cybersecurity topics, including any potentially material cybersecurity incidents, as part of its oversight of the ~~company~~Company’s significant risks. Our Chief Information Security Officer, collaborating with the broader management team, is responsible for assessing and managing our material risks from cybersecurity threats. The team has primary responsibility for our overall cybersecurity risk management program and supervises both our internal cybersecurity personnel and our retained external cybersecurity consultants.

Our management team supervises efforts to prevent, detect, mitigate, and remediate cybersecurity risks and incidents through various means, including:

•periodic briefings from internal security personnel;

•periodic reviews of risk management measures implemented to prevent, detect, mitigate, and remediate cybersecurity risks and incidents, including our incident response plan;


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•threat intelligence and other information obtained from governmental, public or private sources, including external consultants engaged by us; and

•alerts and periodic reports produced by security tools deployed in our IT environment.

Our Chief Information Security Officer has more than 20 years of cybersecurity, ~~and~~ information technology and engineering experience and ~~she~~he has served as the Chief Information Security Officer for multiple technology companies. ~~Our vCISO and their third-party IT security firm includes a global team of cybersecurity professionals with significant industry experience.~~ Similarly, the members of the ERM Committee possess significant risk management experience obtained by their collective years of experience at Bloom and other companies of similar or greater complexity.

ITEM 442—PROPERTIES

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ITEM 2 — PROPERTIES

The table below presents details for our principal properties:

Facility

Location

Approximate Square Footage

Held

Lease Term

Corporate headquarters1

San Jose, CA

183,000

Leased

2031

Manufacturing, warehousing, research and development2

Sunnyvale, CA

60,000

Leased

2024

Research and development2

Mountain View, CA

44,000

Leased

2024

Manufacturing, research and development

Fremont, CA

326,000

Leased

Manufacturing and warehousing

Newark, DE

~~377~~454,000

Leased

Manufacturing and warehousing3

Newark, DE

178,000

Owned

n/a

Manufacturing and warehousing2

Newark, DE

178,000

Owned

n/a

* Lease terms expire in December 2027, February 2036 and November 2037.

** Lease terms expire in ~~February 2026,~~ December 2026, April 2027, June 2028, ~~and~~ October 2028, and July 2030.

1 Our corporate headquarters is used for administration, research and development, and sales and marketing.

2 AsOur offirst ~~December 31,~~purpose-built ~~2024,~~Bloom ~~lease~~Energy ~~agreements~~manufacturing center for the ~~60,000~~fuel ~~sq.~~cells ~~ft. manufacturing, warehousing~~ and ~~R&D~~Energy ~~facility~~Server insystems ~~Sunnyvale~~assembly, ~~CA,~~ and ~~the~~it ~~44,000~~was ~~sq.~~designed ~~ft.~~specifically ~~R&D~~for ~~facility~~copy-exact induplication ~~Mountain~~as ~~View,~~we CAexpand, ~~expired~~which ~~and~~we ~~were~~believe ~~not~~will ~~renewed~~help us scale more efficiently.

3We ~~Our~~lease ~~first~~additional ~~purpose-built~~office ~~Bloom~~space ~~Energy~~as ~~manufacturing~~field ~~center~~offices ~~for~~in the ~~fuel~~U.S. ~~cells~~and office and ~~Energy~~manufacturing ~~Server~~space ~~systems~~around ~~assembly~~the world. To support our growth expectations and ~~was~~meet ~~designed~~accelerating ~~specifically~~demand for ~~copy-exact~~clean, ~~duplication~~resilient asenergy solutions, we ~~expand~~continue to invest in manufacturing capacity. In July 2022, ~~which~~we announced the grand opening of our multi-gigawatt manufacturing facility in Fremont, California, representing a $200 million investment. This state-of-the-art facility, together with our expanded global headquarters in San Jose and new research and hydrogen development centers in Fremont, forms the backbone of our production strategy. In 2025, we ~~believe~~announced ~~will~~plans ~~help~~to double the Fremont facility’s annual production capacity from approximately 1 GW to 2 GW by the end of 2026, supported by federal tax incentives and operational efficiency initiatives. These investments position us ~~scale~~to ~~more~~serve ~~efficiently~~growing demand from data centers, hydrogen projects, and distributed energy customers worldwide.

WeITEM ~~lease~~3—LEGAL additional office space as field offices in the U.S. and office and manufacturing space around the world including in India, Germany, Ireland, Japan, the Republic of Korea, Taiwan, China, and Singapore. To support our growth expectations, we invested in additional manufacturing capacity at a new facility in Fremont, California. In July 2022, we announced the grand opening of this multi-gigawatt manufacturing facility, representing a $200 million investment. It followed the expansion of the company’s global headquarters in San Jose in June 2021 as well as the opening of a new research and technical center and a global hydrogen development facility in Fremont. This facility provides additional capacity necessary for future growth.PROCEEDINGS

~~ITEM~~We 3are, and from time to time, we may become, involved in legal proceedings or subject to claims arising in the ordinary course of our business. For a discussion of legal proceedings, see Part II, Item 8, Note 13—Commitments ~~LEGAL~~and ~~PROCEEDINGS~~Contingencies in this Annual Report on Form 10-K. We are not presently a party to any other legal proceedings that, in the opinion of our management and if determined adversely to us, would individually or taken together have a material adverse effect on our business, operating results, financial condition or cash flows.

WeITEM are, and from time to time, we may become, involved in legal proceedings or subject to claims arising in the ordinary course of our business. For a discussion of legal proceedings, see Part II, Item 8, Note 13 4—MINE ~~Commitments~~SAFETY and Contingencies. We are not presently a party to any other legal proceedings that, in the opinion of our management and if determined adversely to us, would individually or taken together have a material adverse effect on our business, operating results, financial condition or cash flows. DISCLOSURES

ITEM 4 — MINE SAFETY DISCLOSURES

Not applicable.

4549


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Part II

ITEM 5 — MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDERS MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

Our Class A common stock is listed on The New York Stock Exchange (“NYSE”) under the symbol “BE.” On February 242, ~~2025~~2026, there were ~~520~~387 registered holders of record of our Class A common stock.

We have not declared or paid any cash dividends on our capital stock and do not intend to pay any cash dividends in the foreseeable future.

STOCK PERFORMANCE GRAPH

The following graph compares the cumulative total return since our initial public offering of our common stock relative to the cumulative total returns of the NYSE Composite Index and the Nasdaq Clean Edge Green Energy Total Return Index. An investment of $100 (with reinvestment of all dividends, if any) is assumed to have been made in our common stock and in each of the indexes on December 31, ~~2019~~2020, and its relative performance is tracked through December 31, ~~2024~~2025.

This graph shall not be deemed to be “filed” with the SEC or subject to the liabilities of Section 18 of the Exchange Act, and the graph shall not be deemed to be incorporated by reference into any prior or subsequent filing by us under the Securities Act. Note that past stock price performance is not necessarily indicative of future stock price performance.

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(in cumulative $)

December 31, ~~2019~~2020

March 31, ~~2020~~2021

June 30, ~~2020~~2021

September 30, ~~2020~~2021

December 31, ~~2020~~2021

March 31, ~~2021~~2022

June 30, ~~2021~~2022

September 30, ~~2021~~2022

December 31, ~~2021~~2022

March 31, ~~2022~~2023

June 30, ~~2022~~2023

Bloom Energy Corporation

$100.00

$7094.0138

$~~145~~93.6475

$~~240~~65.5431

$~~383~~76.6251

$~~362~~84.0625

$~~359~~57.6456

$~~250~~69.5573

$~~293~~66.5070

$~~323~~69.2052

$~~220~~57.8103

NYSE Composite Index

$100.00

$74108.5505

$86115.6419

$93112.0698

$~~106~~120.9968

$~~115~~117.6089

$~~123~~103.2411

$~~120~~96.8750

$~~129~~109.1139

$~~126~~111.1346

$~~110~~115.3286

NASDAQ Clean Edge Green Energy Total Return Index

$100.00

$8197.0079

$~~119~~98.7986

$~~179~~89.1951

$~~284~~97.8336

$~~278~~92.5460

$~~281~~74.5898

$~~254~~81.9681

$~~277~~68.3101

$~~263.~~75.29

$~~213~~74.5814

(in cumulative $)

September 30, ~~2022~~2023

December 31, ~~2022~~2023

March 31, ~~2023~~2024

June 30, ~~2023~~2024

September 30, ~~2023~~2024

December 31, ~~2023~~2024

March 31, ~~2024~~2025

June 30, ~~2024~~2025

September 30, ~~2024~~2025

December 31, ~~2024~~2025

Bloom Energy Corporation

$~~267~~46.5125

$~~255~~51.8662

$~~266~~39.6920

$~~218~~42.7869

$~~177~~36.4283

$~~198~~77.0245

$~~150~~68.3956

$~~163~~83.7641

$~~141~~294.2890

$~~297~~302.1398

NYSE Composite Index

$~~103~~113.2405

$~~117~~124.0446

$~~119~~136.2601

$~~123~~134.9668

$~~120~~146.9557

$~~133~~144.1612

$~~145~~147.5220

$~~144~~155.0995

$~~156~~165.8142

$~~154~~169.1962

NASDAQ Clean Edge Green Energy Total Return Index

$~~233~~61.0180

$~~193~~61.7027

$~~214~~50.4638

$~~211~~49.1663

$~~176~~52.0452

$~~174~~49.5271

$~~143~~42.4901

$~~141~~48.3605

$~~149~~61.5968

$~~141~~65.5863

Unregistered Sales of Equity Securities

~~None~~In October 2025, in connection with our partnership with Oracle to provide on-site solid state power for AI data centers, subject to the negotiation of a warrant mutually acceptable to us and Oracle, we agreed to issue to Oracle a warrant to purchase up to an aggregate of 3,531,073 shares of our common stock, with an exercise price of $113.28 per share, which was the closing market price of our common stock on October 28, 2025. We and Oracle agreed that (i) the expiration date of the Oracle Warrant will be six (6) months from the date of the issuance of the Oracle Warrant, (ii) the Oracle Warrant will include customary anti-dilution adjustments, transfer restrictions and exercise procedures, and (iii) the Oracle Warrant will not entitle the holder to any voting rights, dividends or other rights as a stockholder of the Company prior to the exercise and settlement of the Oracle Warrant. The Oracle Warrant and the shares underlying the Oracle Warrant are expected to be issued in reliance on the exemption from registration pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended.

Issuer’s Purchases of Equity Securities

None.

ITEM 6 — [RESERVED]

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ITEM 7 — MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF

OPERATIONS

Overview

Description of Bloom Energy

~~Our~~Bloom ~~mission~~Energy is toa ~~make~~global ~~clean~~leader in onsite power generation, ~~reliable~~delivering ~~energy~~a ~~affordable~~foundational platform purpose-built for ~~everyone~~the indigital era and the ~~world~~global energy transition. We ~~developed~~manufacture a versatile fuel cell energy platform, supporting the ~~first~~commercial ~~large-scale~~availability of two primary products: the Bloom Energy Server® fuel cell system for generating electricity and the Bloom Electrolyzer™ for producing hydrogen. Our primary product, ~~commercially~~the ~~viable~~Bloom ~~solid~~Energy Server is a proprietary high-temperature solid-oxide fuel cell ~~based~~technology ~~power~~that ~~generation~~converts ~~platform~~fuels—including ~~that~~natural ~~empowers~~gas, ~~businesses~~biogas, ~~essential~~and ~~services,~~hydrogen—into ~~critical~~electricity ~~infrastructure~~at ~~and~~high ~~communities~~density towithout ~~responsibly~~combustion ~~take~~or ~~charge~~moving ofparts, ~~their~~achieving ~~energy~~lower emissions and higher efficiency than legacy systems.

~~Our~~We ~~technology~~design, ~~invented~~manufacture, ~~and manufactured in the U.S.~~distribute, ~~is one of the most advanced electricity~~ and ~~hydrogen~~operate ~~producing technologies on~~ the ~~market today. Our fuel-flexible~~ Bloom Energy Server ~~systems can use biogas, hydrogen, natural gas, or a blend of fuels~~ to ~~create~~provide resilient, ~~reliable~~distributed ~~and sustainable~~ power atfor ~~typically~~critical ~~significantly higher efficiencies than traditional, combustion-based resources~~operations. InOur ~~addition,~~mission ~~the~~is ~~same fuel cell based platform that powers our Energy Server systems can be used~~ to ~~create~~make ~~hydrogen~~clean, ~~with~~reliable ~~our Bloom Electrolyzer. Hydrogen is increasingly recognized as a critically important tool for the decarbonization of the~~ energy ~~economy.~~affordable, ~~Our~~giving ~~enterprise~~enterprises ~~customers~~control ~~include~~over ~~some~~cost, ofresilience, ~~the~~and ~~largest multinational corporations in the world~~sustainability. WeBloom ~~also~~serves ~~have~~Fortune ~~relationships~~500 ~~with some of the largest utility~~ companies inacross the ~~U.S.~~data ~~and~~center, ~~the~~semiconductor ~~Republic~~manufacturing, ofAI ~~Korea~~infrastructure, ~~with~~utility, aand ~~growing~~other ~~presence~~industrial ~~in various international markets in Europe and Asia~~sectors.

AtHeadquartered ~~Bloom Energy, we look forward to a net-zero future. Our technology is designed to help enable this future by delivering reliable, low-carbon electricity~~ in aSilicon ~~world facing unacceptable levels of power disruptions. Our resilient solid oxide fuel cell platform has kept electricity available for our customers through hurricanes~~Valley, ~~earthquakes,~~Bloom ~~typhoons,~~Energy ~~forest~~employs ~~fires,~~more ~~extreme~~than ~~heat and grid failures. Unlike traditional combustion power generation~~2,000 ~~our~~people ~~platform~~worldwide ~~is community-friendly — emitting no noise, installed on movable skids~~ and ~~designed~~manufactures toits ~~significantly~~systems ~~reduce~~in ~~emissions~~the ofUnited ~~criteria~~States. ~~air~~Bloom ~~pollutants.~~has ~~Our~~its Energy Server systems ~~provide~~deployed ~~electricity~~across ~~using~~approximately ~~natural gas~~1,100 ~~biofuels~~sites orin ~~hydrogen~~9 ascountries, ~~feedstock~~empowering ~~and~~businesses ~~have applications that can provide both heat~~ and ~~power~~critical asinfrastructure ~~well as enable carbon capture~~worldwide. ~~We provide energy solutions that help organizations obtain reliable, resilient, lower emissions power today, thereby supporting net-zero objectives.~~

We market and sell our Energy Server systems primarily through our direct sales organization in the U.S. and in certain international markets. We also work with utilities to offer our energy solutions to their end customers, which can be either in front of the meter or on-site. Recognizing that deploying our solutions requires significant financial commitment, we have developed a number of financing options to support sales of our Energy Server systems to customers who may prefer to finance the acquisition using third-party financing and ownership.

Our typical target commercial or industrial customer has historically been either an investment-grade entity or a customer with investment-grade attributes such as size, assets and revenue, liquidity, geographically diverse operations and general financial stability. Given that our customers are typically large institutions with multi-level decision-making processes, we generally experience a lengthy sales process. Once the sale is completed, we are able to deploy our Energy Server systems in a matter of months, subject to permitting requirements. We have a large multi-disciplinary team to facilitate the deployment of our projects in a wide variety of locations under a myriad of regulatory environments.

We continue to innovate our solid oxide platform to offer energy solutions to our customers. In February 2024, we announced our Be FlexibleTM offering which introduced load following capabilities on our Bloom Energy Server system to enable customers and utilities to meet variable electricity load and demand. We believe that our Be Flexible offering is critical for data centers, as their power needs typically vary widely throughout the day. Our products are also designed to work with existing carbon capture utilization and storage (“CCUS”) and combined heat and power (“CHP”) technologies offered by third parties. CCUS can mitigate emissions from natural gas as an Energy Server system generates a relatively pure stream of CO2 that can be used or sequestered. In our experience, CCUS is an important capability for customers who need reliable power beyond what can be provided by renewable sources, while also reducing their greenhouse gas emissions. CHP allows the exhaust heat generated by an Energy Server system to be channeled and made available for use, including for heating and cooling, further increasing the efficiency of the system. This capability is important to data centers and other large power users seeking to repurpose generated heat to improve efficiency.

Energy Market Conditions

The global energy transition ~~towards a net-zero environment~~ has created new challenges and opportunities for ~~utilities,~~the ~~suppliers~~power ~~of energy solutions, and customers~~sector. Shifts and uncertainty in ~~market~~the ~~and~~policy, regulatory, ~~dynamics~~ and ~~corporate~~market ~~and~~environment ~~governmental~~impact ~~policies are currently impacting the selling process and impacting sales cycles and timelines for~~ our ~~products~~business. Increasing electricity rates, decreasing energy security and reliability, and delays in the development of transmission infrastructure and grid interconnection as well as other time-to-power challenges have led to increased customer interest in our power solutions. Increasing demand for power has created a mismatch in supply and demand. This supply and demand mismatch globally has threatened energy security, reliability, and availability and forced policymakers, utilities and business alike to reimagine energy generation and procurement strategy.

We 48enable customers to address these energy market challenges by offering flexible solutions designed to provide cost predictable, resilient, and reliable energy in a timely fashion. As customers and utilities navigate the energy transition and evolving landscape, the ability of our power solutions to fit their business, economic, regulatory, and policy needs depends on a number of factors, including natural gas availability and pricing, electrical interconnection costs, availability and timing, redundant back up power requirements, cost requirements, and sustainability profiles. These factors may influence a customer’s decision to pursue an alternative on-site power solution like ours.

~~Table~~Proposed and enacted policies that have emerged in 2025 may also affect customer demand for power solutions. For example, changes to permitting rules could accelerate domestic fossil fuel infrastructure production, while proposals to limit environmental reviews under the National Environmental Policy Act and other statutes could incentivize investment in, and reduce the cost of, ~~Contents~~fossil ~~Index~~fuels, including natural gas. FERC is now addressing a DOE proposed rulemaking on large load interconnection that could significantly impact new onsite generation by creating uniform pathways for onsite fuel cell deployment at data centers. At the same time, federal directives and state proposals to ~~Financial~~halt ~~Statements~~new permits for wind projects, particularly offshore wind, could slow renewable energy adoption and decrease the projected available supply of renewable energy. Some data center customers and other large power users have signed exclusivity arrangements with their utilities, which can introduce limitations to move to on-site solutions. Rising natural gas costs in some regions, increases in gas distribution rates, limited availability of supply, and disruptions in global gas markets are some of the market challenges we face, and can increase the cost of power solutions for customers. Bloom stands ready to meet these new challenges and opportunities.

power solutions. At the same time, ongoing natural gas supply and pricing concerns due to geopolitical stresses, as well as customers’ interest in meeting sustainability targets, have led to increased caution from potential customers in their buying decision for energy solutions. Increasing demand for power has forced utilities, states and countries to revisit less clean sources of baseload and intermediate power, which our technology is designed to replace. This supply and demand mismatch globally has threatened energy security, reliability, and availability.

Bloom enables customers to address these energy market challenges by offering fuel flexible solutions that are designed to provide cost predictable, resilient, and reliable energy in a timely fashion. As customers and utilities navigate the energy transition and evolving landscape, the ability of our power solutions to fit their economic, regulatory, and policy needs depends on a number of factors, including natural gas availability and pricing, electrical interconnection needs and availability, redundant back up power requirements, cost requirements, and sustainability profiles. These factors may impact a customer’s buying decision for an alternative power solution such as ours, even in those situations where the time to power from a utility is measured in years because the total cost to interconnect, including the cost to build out energy transmission infrastructure, is unknown before all interconnection studies are completed.

Policy changes commencing in 2025 may also affect customers’ demand for power solutions. Changes in permitting rules could boost domestic fossil fuel production and infrastructure, while proposals to limit environmental reviews under the National Environmental Policy Act and other statutes could incentivize investment in, and lower the cost of, fossil fuels, including natural gas. At the same time, proposals to halt new permits for wind projects, particularly offshore wind, could slow renewable energy adoption and the projected available supply of renewable energy. Bloom stands ready to meet these new opportunities with our low-emission Energy Server systems.

Many data center customers and other large power users have signed exclusivity arrangements with their utilities, and this often creates a more complicated dynamic for them to move to an on-site solution. The rising cost of natural gas in some locations, increases in gas distribution rates, limited availability of natural gas supply, as well as disruptions to the world’s gas markets, has increased the cost of our power solutions for customers and, in certain cases where there is a lack of fuel supply, a complete inability to operate the systems. In the U.S., the lack or slow development of pipeline infrastructure in the past has impacted the timing of customers being able to take advantage of our power solution opportunities. In certain jurisdictions in the U.S. and Europe, natural gas bans have prevented the use of our power solutions unless alternative fuels are available.

In addition, many of our potential data center and industrial customers are pursuing greenfield opportunities where the development cycle is long and laden with permitting requirements, and the uncertainty of these factors is leading to a more complex customer decision-making process and longer sales cycles. Data center greenfield projects require significant investments in real estate, facility costs, and technology, among other elements, in addition to the investment in our power solutions, and the timing and sequencing of those investments is largely outside of our control.

Key Macro Trends

~~Increases in~~ Demand for Power is Increasing, Driven by Data Centers and Artificial Intelligence. (U.S. electricity demand has entered a new growth phase after years of limited expansion, driven by a rapid buildout of AI) and cloud data centers and renewed investment in domestic manufacturing. AI workloads require significant and continuously available power, while reshoring across sectors such as semiconductors and advanced materials is creating new large loads. Existing electricity customers in states with heavy AI and cloud data center development are also raising concerns over rate increases they attribute to this new demand for power. These developments are reshaping demand patterns and increasing the need for dependable,

~~Demand~~ for power has continued to significantly outpace the available power generation supply from the grid, with the need for power becoming more acute in 2024. Key factors driving the increasing demand include the transition towards the electrification of transportation and buildings, the rapid adoption of AI that has led to the expansion of existing data centers and plans for new greenfield data centers, and Federal incentives for domestic manufacturing, including semiconductor and battery production. These factors along with economic growth have put significant stress on the supply from the grid and has led companies to consider on-site distributed power, including Bloom Energy Server systems, to meet their power needs.52

Time to Power Increases as Power Demand/Supply Mismatch Grows

In part because of the increases in demand for power, the importance of time to power has increased. According to a study published in April 2024 by the Lawrence Berkeley National Laboratory, the time from initiating a request for interconnection to the grid to the start of commercial operations has more than doubled from less than two years during the period from 2000-2007, to more than four years from 2018-2023. Bloom Energy Server systems can be configured as on-site fully-islanded, microgrid solutions that are not interconnected to the grid, which often can provide a customer power in months instead of years. Many utilities have informed data center and manufacturing customers that they cannot interconnect for a period of years because the utility has no power available to serve a customer’s needs, thus making the Bloom Energy Server system an attractive alternative. In addition, our fully-islanded microgrid solutions can provide power on-site, without the need for costly transmission and distribution system upgrades that often are required before a customer can interconnect to the electrical grid. We are seeing greater interest in fully-islanded, microgrid solutions among data center customers because of these interconnection-related delays. If a customer desires back up power or a “grid parallel” solution in combination with the


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~~Bloom~~rapidly ~~Energy~~deployable ~~Server system, required interconnection studies and lengthy interconnection queues may remain, eroding the time to~~ power ~~value proposition~~sources.

~~Co-locating~~Policy ~~Large~~Support ~~Loads~~has been Increasing for AI leadership and Energy Security. U.S. federal policy discussions increasingly link AI competitiveness with ~~Distributed~~energy ~~Generation~~availability, ~~Configured~~emphasizing asthe ~~Islanded~~importance ~~Microgrids~~of ~~are~~reliable ~~Gaining~~near-term inpower ~~Traction~~sources. Recent actions recognize natural gas as ~~Energy~~a ~~Solutions~~practical tobridge ~~Bypass~~resource ~~Long~~for ~~Interconnection~~meeting ~~Queues~~immediate load growth while longer-term decarbonization pathways evolve. Over the same period, certain renewable incentives have become more time-limited, affecting the pace and ~~Transmission~~predictability ~~Upgrades~~of new renewable additions. We believe these shifts are influencing customer planning and procurement decisions as they evaluate firm, rapidly deployable power options.

~~Our~~Grid ~~islanded~~Constraints ~~microgrid solution allow data center~~ and ~~other~~Permitting ~~customers~~Delays ~~the~~are ~~ability~~Extending Time to ~~skip~~Power ~~the~~for ~~interconnection~~Traditional ~~queue~~New Facilities and ~~start construction~~Expansions. AAs ~~key~~electricity todemand ~~this~~accelerates, ~~solution~~grid capacity is ~~that~~not ~~our~~expanding Beat ~~FlexibleTM~~the ~~load~~same ~~following~~pace. ~~capability~~Extended ~~allows~~permitting ustimelines toand ~~follow~~supply achain ~~customer’s~~constraints ~~variable~~dictate ~~loads~~that ~~without the need to import power from the~~ transmission ~~grid.~~additions Weremain ~~believe~~limited, ~~avoiding~~and ~~lengthy~~generator interconnection queues isat ~~key~~the toend ~~unlocking~~of ~~time~~2024 tototaled ~~power~~2,300 ~~for~~gigawatts, ~~our~~with ~~customers.~~typical ~~Our~~timelines ~~islanded~~extending ~~microgrid~~multiple ~~solution~~years ~~also~~and ~~creates~~further ~~ratepayer~~delays. ~~savings~~Even bywith ~~reducing~~regulatory ~~congestion~~reforms, ~~charges resulting from constraints on~~ the ~~transmission~~timelines ~~grid~~associated ~~and~~with ~~avoiding~~system ~~the~~upgrades ~~need~~required for ~~network~~reliability ~~transmission investments~~ and ~~upgrades~~deliverability ~~that~~continue ~~may~~to betranslate ~~allocated~~ to ~~all~~long ~~ratepayers~~lead times. In“Time ~~addition~~ to ~~our~~power” ~~distributed~~has ~~generation~~become ~~microgrid solution serving~~ a ~~single~~central ~~customer,~~constraint ~~utility~~for ~~companies~~organizations ~~can~~planning ~~employ~~new itfacilities toor ~~serve~~expansions asproviding an ~~energy~~opportunity ~~transmission~~for ~~asset,~~power ~~helping~~sources ~~utility~~like ~~companies~~our toproducts ~~serve~~that ~~their~~can ~~customers~~be ~~while~~co-located ~~avoiding~~on-site where the ~~costs~~demand ofis ~~new~~needed ~~transmission~~ and ~~distribution~~be ~~infrastructure~~grid-independent..

~~Utilities~~According ~~are~~to ~~Turning~~a study published in December 2025 by the Lawrence Berkeley National Laboratory, the time from initiating a request for interconnection to ~~Distributed~~the ~~Energy~~grid ~~Solutions~~to the start of commercial operations has more than doubled to ~~Decrease~~55 ~~their~~months ~~Customers’~~in ~~Time~~2024 from less than two years in 2008. Bloom Energy Server systems can be configured as on-site fully-islanded, microgrid solutions that are not interconnected to ~~Power~~the grid, which often can provide a customer power in months instead of years. In many markets, utilities have acknowledged delays in serving large load customers, which we believe makes the Bloom Energy Server system an attractive solution.

~~Our~~In ~~utility~~addition, ~~customers~~our ~~are~~fully-islanded ~~recognizing~~microgrid ~~the~~solutions ~~challenge~~can ofprovide ~~keeping~~power ~~pace~~on-site, ~~with~~without the ~~growing~~need ~~demand~~ for ~~power. Aging infrastructure, coupled with~~ transmission and distribution ~~bottlenecks,~~system ~~are~~upgrades ~~making~~that itoften ~~more~~are ~~difficult~~required ~~for~~before ~~utilities~~a tocustomer ~~integrate~~can ~~additional~~interconnect ~~sources of energy~~ to ~~add~~the ~~capacity.~~electrical ~~Building new transmission and distribution infrastructure is expensive, takes many years, and would likely cause utility rates to increase~~grid. AsWe ~~demand~~are ~~for~~seeing ~~power~~greater ~~continues~~interest toin ~~grow~~fully-islanded, ~~utility~~microgrid ~~companies~~solutions ~~are~~among ~~struggling to meet the soaring demand of~~ data ~~centers,~~center ~~while~~ customers’ ~~time~~because ~~to power becomes increasingly important. Utility companies are exploring alternative means~~ of ~~producing~~these ~~and~~interconnection-related ~~supplying energy to their end customers, including our Energy Server systems~~delays. WeIf ~~entered into multiple agreements with utilities in 2024, including~~ a ~~landmark 1 GW supply agreement with a~~ customer ~~that~~desires ~~included~~ a ~~100~~“grid MWparallel” ~~order~~solution, inwhere ~~2024.~~it Wecan ~~expect~~withdraw ~~more~~system ~~utility~~power ~~customers~~ in ~~the~~combination ~~future to supplement their power generation~~ with the Bloom Energy Server system., Asrequired weinterconnection ~~work~~studies ~~to reduce our product costs,~~ and ~~with~~lengthy ~~utility~~interconnection ~~rates~~queues ~~expected~~may toremain, ~~increase~~eroding ~~with new significant infrastructure investments projected to be needed over~~ the ~~next~~time ~~five years~~ to ~~meet~~power ~~rapid~~value ~~demand growth~~proposition, wethough ~~expect~~ongoing ~~our~~regional ~~energy~~and ~~solutions~~national topolicy ~~become~~developments ~~more~~may ~~cost~~significantly ~~competitive~~reduce inthese ~~more countries~~queues, ~~communities,~~increasing ~~and~~the ~~industries~~value ~~around~~of ~~the~~onsite ~~world~~generation solutions.

~~Fuel~~Shift ~~Flexible~~Toward ~~Solutions~~Onsite ~~Address~~Power ~~Reliability~~Generation ~~Concerns~~is asOccurring. ~~well~~To asaddress ~~Near-~~schedule certainty and ~~Long~~bypass grid bottlenecks, large-~~term~~load ~~Sustainability~~customers—particularly ~~Considerations~~data center operators—are increasingly evaluating onsite generation as part of their energy strategy. Onsite systems, when islanded, can allow customers to control deployment timelines, secure reliable baseload supply and reduce delays associated with lengthy permitting and interconnection processes. Industry analyses and surveys indicate meaningful growth in distributed and onsite generation through the end of the decade.

~~The~~Our ~~impacts~~islanded ofmicrogrid ~~climate~~solutions ~~change,~~allow ~~including~~data ~~more~~center ~~severe~~ and ~~unpredictable~~other ~~weather~~customers ~~events,~~the ~~have~~ability ~~placed further strain on aging utility grids and led~~ to ~~periods~~skip ~~of power outages for those reliant on~~ the ~~grid.~~interconnection Inqueue ~~addition, the recognition of the threat of climate change has led companies~~ and ~~governments~~start ~~to set ambitious emissions goals to reduce the release of carbon dioxide to the atmosphere~~construction. ~~Large~~A ~~increases~~key ~~in demand for power are expected~~ to ~~challenge~~this ~~prevailing~~solution ~~carbon~~is ~~reduction~~that ~~trajectories~~our ~~when~~load ~~large~~following ~~power~~capability ~~users~~allows ~~turn~~us to ~~conventional~~follow ~~solutions~~a tocustomer’s ~~meet~~variable ~~their~~loads ~~needs.~~without ~~The~~the ~~Energy~~need ~~Server system is able~~ to ~~provide~~import ~~highly available~~ power tofrom ~~displace~~the ~~dirtier~~transmission ~~and~~grid. ~~less~~We ~~efficient~~believe ~~conventional~~avoiding ~~combustion~~lengthy ~~solutions~~interconnection ~~like~~queues ~~turbines and engines. Deeper decarbonization potential~~ is ~~enabled~~key ~~through~~to ~~fuel~~unlocking ~~flexibility,~~time ~~CHP offerings and CCUS capability. In addition~~ to ~~natural~~power ~~gas,~~for our ~~non-combustion power solutions are designed to run on biofuels or hydrogen, emit near-zero criteria pollutants, and use no water during steady state operation~~customers.

~~Other~~Limitations ~~Factors~~Among ~~Affecting~~Traditional ~~our~~OEMs ~~Performance~~and Utilities are Extending Delivery Timelines. Traditional power generation OEMs are experiencing extended delivery timelines as demand for firm power solutions increases across data centers, industrial facilities and utility markets. Lead times for turbines, engines and other conventional equipment have lengthened due to global order volumes, supply chain constraints and component availability. In some cases, delivery windows span multiple years, limiting customers’ ability to add capacity on required schedules. We see these constraints contributing to increased interest in modular, rapidly deployable power solutions.

~~Delayed~~Our ~~Project~~utility customers are recognizing the challenge of keeping pace with the growing demand for power. Aging infrastructure, coupled with transmission and distribution bottlenecks, are making it more difficult for utilities to integrate additional sources of energy to add capacity. Building new transmission and distribution infrastructure is expensive, takes many years, and would likely cause utility rates to increase. As demand for power continues to grow, utility companies are struggling to meet the soaring demand of data centers, while customers’ time to power becomes increasingly important.

In the fourth quarter of 2022, we entered into a Power Purchase Agreement (the “Project PPA”) for the sale of electricity to a customer for three greenfield sites that were at various stages of development (the “Project”). The first site was expected to be operational with power by the third quarter of 2024. We sold 73 megawatts of the Energy Server systems to a distributor with the expectation that the distributor would support installation on the Project and install the Energy Server systems at the three Project sites. For site specific reasons, in the first quarter of 2024, the end customer decided not to deploy the Energy Server systems at the originally selected sites (the “Project Servers”) and commenced exploring alternative sites for deployment of the Energy Server systems. In the interim, the end customer commenced payments under the Project PPA and agreed to continue such payments for the earlier of the full term of the Project PPA or deployment of the Energy Server systems. During the fourth quarter of 2024, the end customer identified an alternative location to deploy the Project Servers (the “Alternative Project”) that is expected to be operational in 2027. Bloom and the end customer have agreed that the payments under the Project PPA will be suspended unless the end customer terminates the Alternative Project prior to it becoming operational in 2027, at which point, all suspended payments will be due and payable to us.53


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Utility companies are exploring alternative means of producing and supplying energy to their end customers, including our Energy Server systems. We entered into agreements with utilities in 2024, including a landmark 1 GW supply framework agreement with a customer and began executing on the order in 2024.

Our islanded microgrid solution also creates benefits for consumers by reducing congestion charges resulting from constraints on the transmission grid and avoiding the need for network transmission investments and upgrades. In addition to our distributed generation microgrid solution serving a single customer, utility companies can employ it to serve as an energy transmission asset, helping them avoid the costs of new transmission and distribution infrastructure.

Other Factors Affecting our Performance

Shifting Regulatory Environment

The InTrump ~~the~~Administration ~~U.S.,~~has ~~the~~issued ~~Investment~~multiple ~~Tax~~Executive ~~Credit~~Orders ~~(“ITC”)~~enabling ~~for~~domestic ~~fuel~~energy ~~cells~~production ~~running~~and onAI adevelopment ~~non-zero~~and ~~carbon~~is ~~fuel~~taking ~~expired~~further atactions to effectuate that intent, including the ~~end~~National ofEnergy ~~fiscal~~Emergency ~~year~~Declaration, ~~2024.~~Unleashing ~~Although~~American ~~the~~Energy, ~~Company~~Accelerating ~~and~~Permitting ~~its~~of ~~customers~~Datacenter ~~utilized~~Infrastructure, ~~compliant~~and ~~safe~~the ~~harbor~~AI ~~mechanisms~~Action toPlan. ~~secure~~In ~~deployment~~July of2025, athe ~~certain~~DOE ~~dollar~~issued ~~amount~~a of“Report ~~Energy~~on ~~Server~~Evaluating ~~systems~~U.S. ~~through~~Grid ~~2028~~Reliability and Security,” ~~since~~which ~~the~~found ~~ITC~~that ~~was~~without ~~not~~intervention, ~~extended~~blackouts ~~for~~could ~~fuel~~increase ~~cells~~dramatically ~~running~~due onto asurging ~~non-zero~~electricity ~~carbon~~demand ~~fuel~~and inadequate capacity supply, ~~U.S.~~particularly ~~bookings~~in parts of the PJM Interconnection (PJM), ~~revenue~~Southwest ~~and~~Power ~~gross~~Pool ~~margins~~(SPP), ~~could~~Electric beReliability ~~materially~~Council ~~impacted~~of inTexas ~~2025~~(ERCOT), and ~~beyond.~~Midcontinent ~~Also,~~Independent itSystem isOperator ~~possible~~(MISO) ~~that~~regional ~~the~~markets. ~~expiration~~In ofOctober 2025, the ~~ITC~~DOE ~~increased~~Secretary ~~demand~~issued ~~for~~a ~~ITC-compliant~~proposed ~~sales~~rulemaking, ofwhich ~~our~~if ~~solutions~~enacted inwould ~~2024~~establish ~~due~~federal tostandards on customer ~~desire~~self-generation toand ~~secure~~behind-the-meter ~~ITC~~configurations, creating more uniform pathways for ~~their~~onsite, ~~projects~~utility-scale ~~through~~fuel ~~safe~~cell ~~harboring~~deployments.

~~The~~During ~~Inflation~~2025, ~~Reduction~~FERC ~~Act~~likewise ofechoed ~~2022~~resource ~~(“IRA”)~~adequacy ~~established~~concerns ~~a new clean electricity production credit~~ and abegan ~~clean~~addressing ~~electricity~~whether ~~investment~~existing ~~credit.~~market ~~Although the U.S. Treasury Department developed~~ rules ~~to implement credits~~ and ~~incentives~~tariffs ~~for~~properly ~~clean~~address ~~energy~~onsite ~~resources~~generation ~~under President Biden’s administration, there is considerable uncertainty around whether, or the conditions under which such credits will be available for transactions involving our solutions~~ in ~~the~~light ~~future. In addition, delays in adoption~~ of ~~Renewable Fuel Standard regulations in~~ the ~~U.S.~~rapid ~~for~~buildout ~~the use~~ of ~~biogas~~AI toand ~~generate~~cloud ~~electricity~~data ~~for electric vehicles~~centers, ~~along~~and ~~with~~is ~~minimal~~now ~~governmental~~addressing ~~focus~~substantive onissues ~~utilization~~raised ~~of biogas outside of use by methane-fueled vehicles, have created uncertainty~~ in ~~prospects~~the ~~for~~DOE ~~broader~~proposed ~~biogas availability for industrial uses, including our power solutions~~rulemaking. ~~Furthermore,~~The inrule ~~most~~changes ~~jurisdictions,~~FERC ~~air~~is ~~permits~~considering ~~and~~could ~~various~~significantly ~~land~~affect ~~use~~the ~~permits~~speed ~~are~~at ~~required~~which ~~for~~Bloom ~~installation~~Energy ofServer ~~our~~systems ~~solutions~~interconnect ~~over a certain amount of megawatts, and generally the length of time~~ to ~~obtain these permits increased, while~~ the ~~level~~transmission ~~of certainty of issuance has decreased and if issued, the cost of compliance requirements can be cost prohibitive~~grid. We ~~have~~expect ~~experienced~~substantive afindings ~~reluctance~~by inFERC ~~certain~~during ~~states to issue permits for gas generation equipment~~2026. ~~Even if issued, states may require a blend of costly renewable fuels or other measures to advance climate goals.~~

In ~~Ireland~~February 2025, ~~which~~FERC islaunched a ~~large~~review ~~data~~of ~~center~~whether ~~market,~~PJM aneeds ~~directive~~to ~~from~~better ~~the~~address ~~Minister~~how ofonsite ~~the~~generation ~~Department~~and ofco-located ~~the~~loads ~~Environment,~~can ~~Climate~~interconnect and ~~Communications~~participate ~~under~~in ~~the~~markets. ~~former~~In ~~administration~~December to2025, ~~restrict~~FERC ~~grid~~directed ~~connections~~comprehensive reforms to ~~data~~establish ~~centers~~rates, terms, and ~~other~~conditions ~~large~~for ~~power~~onsite ~~users,~~generation ~~along~~and ~~with~~co-located load. The order creates a ~~halt~~favorable inframework ~~high-pressure~~for ~~gas~~new ~~installations~~onsite ~~has~~generation ~~delayed~~configurations ~~our~~with ~~selling~~co-located ~~activities.~~load Inthrough ~~2023~~multiple pathways, including studying only the ~~South~~power ~~Korean~~a ~~government~~generator ~~moved~~and load wishes to inject and withdraw from the transmission system rather than a ~~new~~generator’s gross capacity and maximum load withdrawals, ~~government-run~~which ~~bidding~~may ~~process~~reduce ~~for~~network ~~fuel~~upgrade ~~cell~~costs ~~purchases~~by eliminating unneeded upgrades. In addition, ~~which~~FERC ~~has~~directed ~~adversely~~PJM ~~impacted~~to expedite interconnection studies where no network upgrades are required. The order requires PJM to make a number of filings with FERC and many changes may ~~continue~~not be in place until later in 2026. The order also remains subject to ~~impact~~rehearing ~~demand~~and ~~for~~potential ~~our~~appeal, ~~power~~with ~~solutions~~the potential that FERC may modify or reverse its findings.

Resource adequacy concerns caused by rapid demand growth have led other regional markets to address rule changes. In October 2025, SPP filed its High Impact Large Load Generation Assessment (HILLGA), which provides an expedited interconnection pathway for generation designated to serve High Impact Large Load, with interconnection studies completed within 90 days. FERC approved SPP’s proposal in January 2026.

On the national stage, the DOE Secretary issued a proposed rulemaking in October 2025 to standardize procedures for interconnecting large loads directly to the transmission system, including co-located load and generation. More than 150 comments were submitted on the proposal, including by Bloom. Under this proposal, co-located load and generation would be studied based on net injections and withdrawals from the grid, which would reduce study times and upgrade costs, similar to FERC’s PJM order. Bloom submitted comments expanding on several of DOE’s proposals. DOE has requested FERC issue an order in April 2026, with further proceedings likely. These evolving rule changes to expedite the interconnection of large load and co-located generation may further influence customer planning and procurement decisions as they evaluate firm, rapidly deployable on-site power options such as our Energy Server product.


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Working with Utilities

The imbalance between power demand and supply has contributed to utilities seeking alternative sources of power to supply to their end customers. Utilities have been unable to meet this demand through the deployment of renewable sources of energy such as solar and wind power. Bloom Energy Server systems can be installed at the utility’s point of distribution or directly on the customer’s site. The energy produced by our systems can be utilized by utilities to provide power to a specific customer or customers or may be used by customers generally. As demand for power continues to grow, and time to power becomes increasingly important, utilities are exploring alternative means of producing and supplying energy to their end customers, including our Energy Server systems. We entered into multiple agreements with utilities in 2024, including a landmark 1 GW supply agreement with aAmerican ~~customer~~Electric Power (AEP) that included a 100 MW order in 2024. WeIn ~~expect~~2025, ~~more~~we ~~utility~~began ~~customers~~working inwith ~~the~~AEP ~~future~~ to ~~supplement~~deploy ~~their~~projects ~~power~~across ~~generation with~~ the ~~Bloom~~service ~~Energy~~territory ~~Server~~as ~~system.~~well ~~Increasing~~as the ~~supply~~project ofdevelopment ~~available~~landscape ~~power~~broadly ~~can~~through ~~allow utilities to encourage end customers to remain in~~ their ~~current~~capacity ~~locations~~as ~~rather~~both ~~than relocating to areas where power is more available. In addition, co-locating our Energy Server systems on-site with large loads, can enable~~ a ~~utility~~channel ~~to provide power to a large energy user without impacting its rate base~~ and ~~providing~~financing ~~the onsite power as an islanded microgrid can avoid interconnection studies and wait times~~partner.

We expect more utility customers in the future to supplement their power generation with the Bloom Energy Server system. Increasing the supply of available power can allow utilities to encourage end customers to remain in their current locations rather than relocating to areas where power is more available. In addition, co-locating our Energy Server systems on-site with large loads, can enable a utility to provide power to a large energy user with reduced impact on its rate base and providing the onsite power as an islanded microgrid can avoid interconnection studies and wait times.

Hydrogen Market Developments

The timing of the development of hydrogen and the hydrogen market ecosystem is relevant to our business as it is a fuel that can be utilized in our Energy Server systems that support decarbonization efforts and we have an electrolyzer technology to produce hydrogen. The interest, investment, and stimulation of clean hydrogen in the U.S., Europe and in many other regions across the globe have not yet had significant impacts on the supply of hydrogen. To date, while the number of proposed hydrogen production projects has grown rapidly, only a small fraction has reached the final investment decision stage, and an even smaller fraction has been deployed. In addition, the infrastructure needed to transport hydrogen, whether through pipelines or maritime or land-based tankers, is currently only sufficient for existing uses, and has not begun to be significantly extended for anticipated future uses, with hydrogen blending and other approaches remaining at pilot stages. It remains unclear whether regulators in some jurisdictions will allow hydrogen to be introduced into gas distribution systems, which could limit our customers’ ability to transport hydrogen from the point of production to the point of consumption. Additionally, while U.S. Treasury Department rules regarding the use of market-based renewable energy have been clarified, hurdles remain that could ~~make~~hinder itthe ~~more~~large-scale ~~difficult~~development ~~for~~of hydrogen projects. toFinally, ~~scale~~the OBBBA significantly, ~~and~~reduces ~~uncertainty~~the ~~exists~~ITC asfor ~~potential~~hydrogen ~~changes~~under ~~may~~Section be45V ~~sought~~as byit terminates the ~~new~~Section ~~U.S.~~45V ~~federal~~credit ~~administration~~for ~~and~~projects ~~U.S.~~that ~~Congress~~begin construction after December 31, 2027.

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Lengthening Sales Cycles

Many of the factors discussed, ~~above~~including the development size, scale and complexity, permitting and financing timelines for many projects and the number of discreet parties involved have lengthened the selling cycles for our products and we have experienced delays in our anticipated bookings as a result. Our revenue, margins, and cash flow in any given year ~~are~~depend ~~dependent~~ on bookings ~~during~~from ~~previous~~prior years inas ~~addition~~well toas current-year bookings. Historically, the majority of our bookings have occurred in the second half of the year, with a significant portion ~~occurring~~ in the fourth quarter; however, ~~and~~ this ~~occurred~~historical ~~once~~dynamic ~~again~~could inbe ~~2024.~~changing ~~However,~~due ifto athe ~~substantial~~time-to-power ~~portion~~needs of our ~~anticipated~~customers ~~bookings are delayed beyond our expectations, our revenue, margins,~~ and ~~cash~~the ~~flow~~accelerating inbuildout aof ~~particular~~AI ~~period~~data ~~could~~centers bedriving ~~materially~~large ~~adversely impacted~~deals.

Supply Chain Constraints and Trade Tariff Uncertainties

We continue to see effects from global supply chain tightness due to ~~the~~factors ~~current~~such ~~inflationary~~as ~~environment, war in Ukraine, and~~ trade tensions between the U.S. and China., Wetariffs ~~are~~the ~~not~~current ~~aware~~administration ~~of,~~has ~~and~~also doimplemented ~~not~~on ~~expect~~all ~~any~~trade ~~significant~~partners, ~~direct~~war ~~impact~~and onarmed ~~our~~conflicts ~~business~~in orUkraine ~~supply~~and ~~chain~~the ~~from~~Middle ~~the~~East, ~~armed~~and ~~conflict~~strain in ~~Israel~~relationships between the U.S. and ~~neighboring~~Europe ~~areas~~as a result of issues such as defense. While we have not experienced any significant component shortages to date, wesuch ~~are~~factors, ~~facing~~as ~~pressures~~well ~~from~~as ~~inflation.~~challenges ~~These~~we ~~dynamics~~face ~~could worsen~~ as a result of ~~continued~~our ~~geopolitical~~need ~~instability~~to orexpand ~~escalation~~our ofcapacity ~~current~~due ~~military~~to ~~conflicts~~the orgrowth ~~trade~~of ~~tensions.~~our ~~The~~business, ~~new~~have ~~U.S.~~placed ~~federal~~pressure ~~administration has implemented tariffs~~ on ~~steel~~our ~~and~~supply ~~aluminum~~chain. ~~and~~Measures ~~has~~we ~~discussed~~are ~~implementing~~taking ato ~~number~~mitigate ofthese ~~other~~supply ~~trade~~chain ~~tariffs~~issues ~~which~~include ~~may~~expanding ~~impact~~ our ~~operations. Our~~ supply chain ~~does~~base ~~not~~and ~~have~~reducing where feasible significant ~~exposure~~dependencies toon ~~China,~~any ~~but~~singular ~~significant~~supply ~~tariffs~~chain onvendor. ~~imports~~However, ~~from~~these ~~other~~measures ~~countries~~may ~~where~~not webe dosuccessful ~~source~~and ~~materials~~dynamics could ~~materially~~worsen ~~impact~~as ~~our~~a ~~costs.~~result Weof ~~are~~continued ~~also~~geopolitical ~~reliant~~instability onor ~~third~~escalation ~~party providers~~ of ~~storage~~current ~~equipment,~~military ~~infrastructure~~conflicts ~~equipment~~or ~~and~~trade ~~pipelines~~tensions. Also, ~~and~~additional ~~other~~internal ~~materials~~factors ~~and~~such ~~technologies~~as ~~that~~continual ~~work~~evolution ~~with~~to improve our products towhich ~~provide~~may anrequire ~~energy~~changes ~~solution~~in ~~for customers. In~~ the ~~event~~components weutilized ~~are~~and ~~unable~~pressure to ~~mitigate~~reduce ~~the~~costs ~~impacts~~ of ~~delays~~components ~~and/or price increases~~ in ~~raw~~efforts ~~materials~~to ~~and~~improve ~~components,~~margins ~~including~~further ascomplicate athe ~~result~~mitigation ofmeasures. ~~new~~We ~~tariffs,~~are ita ~~could~~key ~~delay~~customer ~~the~~for ~~manufacturing~~several ~~and~~of ~~installation~~our ofsuppliers, and ~~increase~~are ~~the~~working ~~costs~~with ~~of,~~them ~~our~~to ~~products,~~facilitate ~~which~~the ~~would~~ability ~~adversely~~to ~~impact~~ramp as our ~~cash~~own ~~flows~~need ~~and~~for ~~results~~supplies offrom ~~operations,~~them ~~including~~increase. ~~our~~Our ~~revenues~~supply ~~and~~chain ~~gross~~is ~~margin.~~not ~~For~~dependent ~~example~~on China. However, weChina ~~expect~~as ~~the~~a ~~25%~~country ~~tariffs~~supplies ~~imposed~~multiple oncomponents ~~U.S.~~including ~~imports~~rare ofearth ~~steel~~metals and ~~aluminum~~compounds toused ~~adversely~~in ~~impact~~electronic ~~our~~and ~~cost~~electromechanical ofcomponents ~~raw~~that ~~materials~~are ~~for~~part of our ~~products.~~tier 2 and


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tier 3 sub-assembly suppliers. The continued escalation of trade tensions between China and the U.S. could impact our ability to source these rare earth metals and components. We have taken measures to try to mitigate these issues, including implementing strategic sourcing strategies, and we do not currently anticipate that the availability of rare earth elements from China will impact our 2026 production forecast; however, we cannot give assurances as to potential future developments or their related impacts. We are also reliant on third party providers of storage equipment, infrastructure equipment and pipelines, and other materials and technologies that work with our products to provide an energy solution for customers. The current administration has also implemented new tariffs on all trade partners and is in the process of negotiating trade deals. Measures we have taken in response, include making efforts to leverage economies of scale as we continue to grow to reduce the relative impact of tariff rates, improving product designs to reduce tariff sensitivity, and improving forecasts and demand planning. We will continue to evaluate and implement additional response and mitigation measures with respect to our supply chain and tariffs. While there have been impacts from tariffs and the situation is expected to remain volatile and subject to changing conditions, for fiscal year 2025 the impact of tariffs on our gross margin was not material and currently we do not believe such impacts will be material for fiscal year 2026. However, we cannot give assurances as to potential future developments or their related impacts.

Manufacturing Production Capacity Expansion

We are in the process of expanding our annual production capacity run rate at our Fremont facility from 1 gigawatt to 2 gigawatts and expect to complete the expansion by the end of 2026. While our ability to complete the expansion to 2 gigawatts of annual production capacity run rate (as well as any additional future expansions) is subject to risks and uncertainties, including delays, cost overruns, geopolitical instability and labor shortages, we believe the current expansion remains on schedule and within our planned budget. We have sufficient funds to accommodate the planned expansion for 2026. In the event required, the Fremont facility can accommodate additional capacity expansion of up to approximately 5 gigawatts of annual production capacity run rate. We expect each additional incremental 1 gigawatt increase in our capacity up to 5 gigawatts (if necessary) to require approximately six to nine months to install and capital expenditure of approximately $100 million to $150 million. For additional discussion about risks related to increases in production capacity, please see the risk factors set forth under the caption Part I, Item 1A, Risk Factors—Risks Related to our Products and Manufacturing.

Installations and Maintenance of our Products

In ~~fiscal~~previous ~~year 2024~~years, our installation projects experienced ~~some~~ delays ~~relating~~related to, among other ~~things~~factors, permitting, utility ~~delays~~coordination, and access to customer facilities. ~~However~~While we continued to make progress in streamlining our installation and maintenance processes, ~~these~~we did experience certain project‑specific delays ~~did~~during ~~not~~2025. ~~significantly~~These ~~impact~~delays ~~our~~underscored ~~revenue~~the operational complexities inherent in coordinating large deployments with multiple external stakeholders. If we are delayed in or unable to perform maintenance, our previously installed products would likely experience adverse performance impacts, including reduced output and/or efficiency, which could result in warranty and/or guaranty claims by our customers. If we experience a significant increase of product failure in the future, our service expense may increase and we may fail to achieve the performance commitments to our customers, which could result in warranty and/or guaranty claims. Additionally, product failure and service costs may increase as we initially deploy new applications for our Energy Server system, including ~~Be FlexibleTM~~ load following, CCUS, and CHP.

Financing Constraints

As we grow our business globally and increase the size and number of customer orders, we will need to secure new customer financing options, and we will need to increase the amount of financing available as well as the number of financing partners. As we offer an innovative new technology solution, obtaining new financing partners and available funds for customer financings often involves a rigorous and timely due diligence process on our technology, manufacturing and service capabilities. IfWhile we ~~are~~were ~~unable~~successful toin ~~obtain~~securing ~~adequate~~a new financing ~~for~~arrangement ~~our~~with ~~customers~~Brookfield ~~who~~Asset ~~desire~~Management to(“Brookfield”) ~~use~~in ~~third-party financing rather than purchasing~~ the ~~Energy~~third ~~Server~~quarter ~~systems~~of ~~for~~2025 ~~their~~(refer ~~own~~to ~~balance~~Part ~~sheet~~II, ~~our~~Item ~~revenue could be delayed or impacted. In addition~~8, ~~our~~Note ~~ability~~7—Investments toin ~~arrange~~Unconsolidated ~~financing for our products depends partly on the creditworthiness of our customers~~Affiliates), ~~and~~in ~~deterioration~~light of ~~our customers’ credit ratings could impact this financing. When interest rates rise,~~ the ~~cost~~potential ofpower ~~financing~~needs for ~~our~~AI ~~customers~~data ~~also~~center ~~increases,~~sites and ~~the~~resultant ~~financiers~~mega-watt ~~of our installations demand a higher rate of return~~size, ~~putting~~additional ~~pressure~~financing onwill ~~our~~be ~~margins~~required.

~~Manufacturing~~ ~~and Labor Market Constraints~~56

As recently as 2022, we experienced impacts from labor shortages and challenges in hiring for our manufacturing facilities. While these constraints have since abated, and we reduced headcount as part of the Restructuring Plan adopted in September 2023, we may still experience difficulties with hiring and retention and may face additional labor shortages in the future. For details on the Restructuring Plan refer to Part II, Item 8, Note 12 — Restructuring. In addition, the current inflationary environment has led to rising wages and labor costs as well as increased competition for labor.


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Strategic ~~Investment~~Partnership

OnWe ~~October~~have ~~23, 2021, we~~ entered ~~into~~various aagreements ~~Securities~~and ~~Purchase~~transactions ~~Agreement (the “SPA”)~~ with SK ecoplant in connection with our strategic partnership~~. Pursuant to the SPA~~, onincluding ~~December~~prior ~~29,~~sales ~~2021,~~to weand ~~sold~~purchases toby SK ecoplant ~~10,000,000 shares~~ of ~~our~~both zero coupon, non-voting redeemable convertible Series A preferred stock, par value $0.0001 per share (the “Series A RCPS”), atand anon-voting ~~purchase~~Series ~~price~~B ofredeemable ~~$25.50~~convertible ~~per~~preferred ~~share~~stock, ~~for~~par anvalue ~~aggregate purchase price of~~ $~~255.~~0 ~~million~~.0001 per share (the “~~Initial~~Series ~~Investment~~B RCPS”). OnAll ~~November~~of 8,such ~~2022,~~shares ~~each share~~ of Series A RCPS ~~was~~and Series B RCPS have since been converted into 10shares of our Class A Common Stock,~~000~~ and,~~000~~ ~~shares~~during 2025, SK ecoplant engaged in various sales of such Class A common stock which had been acquired. As a result of such sales, since July 10, 2025, SK ecoplant is not a related party to us. Prior thereto, SK ecoplant had been a related party since September 23, 2023. As of December 31, 2025, SK ecoplant’s ownership interest in us was 2.5%.

~~Simultaneous~~For ~~with~~additional details about the ~~execution~~transaction ofwith ~~the~~SK ~~SPA~~ecoplant, weplease ~~and~~see Part II, Item 8, Note 17—SK ecoplant ~~executed~~Strategic anInvestment ~~amendment~~in tothis ~~the~~Annual ~~Joint~~Report ~~Venture~~on ~~Agreement~~Form ~~(the “JVA”)~~10-K, anand ~~amendment~~for ~~and~~more ~~restatement~~information toabout our ~~Preferred~~joint ~~Distribution~~venture ~~Agreement~~with ~~(“PDA~~SK ~~Restatement”)~~ecoplant, ~~and~~please asee ~~new~~the ~~Commercial~~section ~~Cooperation~~International ~~Agreement~~Channel ~~regarding~~Partners—The ~~initiatives~~Republic ~~pertaining~~of toKorea ~~the~~below ~~hydrogen~~and ~~market~~Part ~~and~~II, ~~general~~Item ~~market~~8, ~~expansion~~Note ~~for~~12—Related ~~Bloom~~Party ~~solutions~~Transactions in this Annual Report on Form 10-K.

OnInflation ~~March~~Reduction ~~20,~~Act ~~2023, SK ecoplant entered into an amendment~~ of ~~the~~2022 ~~SPA (the “Amended SPA”) with us, pursuant to which on March 23, 2023, we issued~~ and ~~sold~~The toOne SKBig ~~ecoplant~~Beautiful ~~13,491,701~~Bill shares of non-voting Series B redeemable convertible preferred stock, par value $0.0001 per share (the “Series B RCPS”), at a purchase price of $23.05 per share for cash proceeds of $311.0 million, excluding issuance cost of $0.5 million.Act

On March 20, 2023, in connection with the Amended SPA, we also entered into a Shareholders’ Loan Agreement with SK ecoplant (the “Loan Agreement”), pursuant to which we had the option to draw on a loan from SK ecoplant with a maximum principal amount of $311.0 million, a maturity of five years and an interest rate of 4.6%, should SK ecoplant have sent a redemption notice to us under the Amended SPA. As of September 30, 2023, the loan commitment asset from SK ecoplant was derecognized as a result of automatic conversion of all shares of the Series B RCPS into shares of our Class A common stock.

On September 15, 2023, we entered into the Amended and Restated JVA and the Share Purchase Agreement (together, the “Amended JV Agreements”) with SK ecoplant which allowed SK ecoplant to increase its share of the voting rights in the Korean JV to 60% and increased the scope of assembly done by the joint venture facility in the Republic of Korea to full assembly. In January 2024, according to the Amended JV Agreements, SK ecoplant made a capital contribution to Korean JV of $4.0 million.

On September 23, 2023, all 13,491,701 shares of the Series B RCPS were automatically converted into shares of our Class A common stock pursuant to the Certificate of Designation, dated as of March 20, 2023, setting forth the rights, preferences, privileges, and restrictions of the Series B RCPS, as amended by the Certificate of Amendment to the Certificate of Designation, dated as of April 18, 2023. Upon conversion of all the Series B RCPS into shares of our Class A common stock, SK ecoplant became a related party to us.

Pursuant to that certain Investor Agreement, dated as of December 29, 2021, by and between us and SK ecoplant, as amended from time to time (the “Investor Agreement”), SK ecoplant has granted an irrevocable proxy to our Chief Executive Officer and Chief Financial Officer, as our designees, to vote all of SK ecoplant’s shares, in their sole discretion on all matters to be voted upon by stockholders. The proxy will terminate upon the earlier of the expiration or termination of the standstill term and the voting agreement set forth in Section 4.1 of the Investor Agreement. The standstill term continues until the later of (i) March 23, 2025, (ii) the date on which SK ecoplant ceases to have the right to designate a director to our board of directors, and (iii) the date on which SK ecoplant and its subsidiaries beneficially own less than five percent of the shares of our Class A common stock then issued and outstanding.

For additional details about the transaction with SK ecoplant, please see Part II, Item 8, Note 17 — SK ecoplant Strategic Investment, and for more information about our joint venture with SK ecoplant, please see Part II, Item 8, Note 11 — Related Party Transactions.

Sustainability

We are committed to the goal of providing consistent returns to our stockholders with a focus on corporate citizenship that places a high value on the environment, the welfare of our employees, the communities in which we operate, and the customers we serve. We believe that effectively managing our sustainability-related risks, opportunities, and programs provides financial and reputational benefits that create long-term value for our investors.

We strive to empower businesses and communities to responsibly take charge of their energy while addressing both the causes and consequences of climate change. We aim to serve our customers with products that are resilient, providing uninterrupted power with predictable pricing over the long-term, while developing an increasingly broad portfolio of decarbonized solutions.

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In April 2024, we released our 2023 Sustainability Report, Transforming Energy for the Digital Age (the “Sustainability Report”), using generally accepted sustainability frameworks and standards, including alignment with Sustainability Accounting Standards Board standards and the Task Force on Climate-related Financial Disclosures recommendations. In addition, the Sustainability Report also utilized certain Global Reporting Initiative Standards and was mapped against the United Nations Sustainable Development Goals. We plan to issue a sustainability report on an annual basis.

The Sustainability Report can be found on our website at https://www.bloomenergy.com/sustainibility. Website references throughout this document are provided for convenience only, and the content on the referenced websites is not incorporated by reference into this report.

Inflation Reduction Act of 2022

OnIn ~~August~~the 16U.S., ~~2022,~~the ~~President~~ITC ~~Biden~~of ~~signed~~up ~~into~~to ~~law~~50% ~~the~~for ~~IRA.~~fuel Itcells ~~contains~~under ~~provisions~~Section ~~that have had~~ 48(a) ~~significant~~of ~~impact on~~ the ~~development~~IRA ~~and~~expired ~~financing~~on ofDecember ~~clean~~31, ~~energy~~2024. ~~projects~~Prior into the ~~U.S. However~~expiration, ~~President Trump has expressed skepticism about~~ the ~~IRA~~Company and ~~clean~~its ~~energy~~customers ~~projects,~~utilized ~~thus~~compliant ~~creating~~safe ~~uncertainty~~harbor ~~about~~mechanisms ~~its~~to ~~future.~~begin ~~The~~construction ~~IRA~~and ~~includes~~thereby ~~expanded~~still ~~tax~~benefit ~~credits~~from ~~for projects across~~ the ~~Bloom~~ITC ~~product~~of ~~portfolio~~up asto ~~well~~50% asunder ~~for~~Section ~~manufacturing of clean energy equipment~~48(a). ItUnder ~~also~~Section ~~introduces~~48(a), ~~new~~Bloom ~~mechanisms~~fuel ~~for~~cell ~~tax~~systems ~~credit~~beginning ~~monetization~~construction ~~and~~prior ~~transferability.~~to ~~The~~December 31, ~~IRA~~2024 ~~includes~~are ~~targeted~~eligible ~~incentives~~for ~~intended~~a to30% ~~encourage~~base ~~development in low-income communities~~credit, ~~the~~a ~~use~~10% ofdomestic ~~domestically~~content ~~produced~~bonus ~~materials~~credit, and ~~compliance~~in ~~with~~ certain ~~labor-related~~cases ~~requirements.~~(depending Weon ~~believe~~location ~~that~~of the ~~programs~~project ~~and~~site) ~~credits~~a ~~included~~10% inenergy ~~the~~communities ~~IRA~~bonus ~~align well with our business model and could provide significant benefits for our projects. Some or all of these benefits~~credit, ~~however,~~provided ~~may be at risk from the new U.S. Congress and federal administration, which have expressed interest~~ in ~~repealing,~~each ~~restricting~~case orthat ~~clawing~~prevailing ~~back~~wage ~~IRA funding~~ and ~~expanded~~apprenticeship ~~tax~~requirements ~~credits~~are satisfied.

~~The~~In addition to the ITC, the IRA ~~introduces~~authorized ~~and~~a ~~updates~~competitive ~~several~~process ~~crediting~~to ~~mechanisms~~apply ~~and~~for ~~incentive~~credits ~~provisions~~to ~~that~~expand ~~are~~or ~~relevant~~enhance manufacturing capacity. On December 21, 2023, we submitted the application for usqualifying advanced energy project credit allocation under Internal Revenue Code Section 48C(e) for the manufacturing facility in Fremont, California (the “Facility”). On March 29, 2024, we received notification from the Internal Revenue Service (IRS) of the acceptance of our application for a Qualifying Advanced Energy Project Credit of up to $75.3 million. After a technical review of Bloom’s Section 48C(e) application, the Department of Energy provided a recommendation to the IRS to grant a $75.3 million credit allocation for the Facility. The approval is subject to satisfaction of the underlying certification requirements, including: the prevailing wage and apprenticeship requirements, within two years from the date of the application acceptance and potential clearance by the Office of Management and Budget due to President Trump’s executive order halting the disbursement of funds under the IRA.

~~•Section~~The ~~48E~~One —Big ~~Clean~~Beautiful ~~Electricity~~Bill Investment Credit, which starting December 31, 2024, replaces the previous investment tax credit framework for named clean energy technologies with a “tech neutral” framework anchored around the net carbon neutrality of energy generation from qualifying facilities. It provides incentives of up to 50% for qualifying energy property meeting domestic content and labor requirements. Act

~~•Section~~On ~~45V~~July —4, ~~Credit~~2025, ~~for~~ the ~~Production~~OBBBA was enacted into law, extending key provisions of ~~Clean~~2017 ~~Hydrogen~~Tax Act and modifying various federal clean energy tax provisions of the IRA. Under the OBBBA, ~~which~~fuel ~~provides~~cell property is now eligible for a ~~PTC~~30% ITC under Section 48E without regard to emissions for projects beginning construction after December 31, 2025 (without affecting continued eligibility of certain projects for up to $350% ~~per~~ITC kgunder ofSection ~~qualified~~48(a) ~~clean~~as ~~hydrogen~~described ~~produced~~above). atThe ~~qualified~~OBBBA ~~facilities~~reinstituted accelerated depreciation that will be applicable to property purchased and placed in ~~the~~service USafter January 19, 2025, including ~~Bloom’s~~fuel ~~Electrolyzer~~cell ~~projects~~property that begins construction after December 31, 2026. The OBBBA also included restrictions on the availability of energy tax credits to U.S. taxpayers owned or controlled by certain countries of concern (i.e., China, Russia, Iran and North Korea). The OBBBA also restored the expensing of domestic research expenditures for years beginning after December 31, 2024. The addition of the 30% ITC for fuel cell projects that begin construction after December 31, 2025, is expected to have a favorable impact on the continued adoption of our Energy Server systems and financial results.

•Additionally, the OBBBA introduces new compliance requirements under the Foreign Entity of Concern (FEOC) provisions for both Section ~~45Q~~48E —and the Advanced Manufacturing Production Tax Credit (AMPTC) under Section 45X. These provisions limit “material assistance” from FEOCs in the manufacturing of products comprising fuel cell projects otherwise eligible for ~~Carbon~~such ~~Oxide~~tax ~~Sequestration~~credits. Although the rules are still being finalized, ~~which~~given ~~provides~~the uplocation of our supply chain we don’t expect the FEOC provisions to alimit ~~$60/tonne~~our ~~credit~~fuel cell products’ ability to qualify for ~~carbon~~the ~~utilization~~tax credit or to otherwise increase our supply chain costs in an attempt to qualify. However, they may affect our future decisions around expansion or domestic supply chain investments. In response, we are working to align our development and ~~$85/tonne~~sourcing strategies with the new credit ~~for~~framework ~~geologic~~and ~~sequestration~~actively working with our partners and ~~can~~policymakers ~~improve~~to support continued momentum for clean, reliable distributed energy solutions. We believe the ~~cost~~long-term ~~effectiveness~~clarity and stability of ~~Bloom’s~~the ~~carbon~~revised ~~capture~~ITC ~~offerings.~~for fuel cell property enhances our competitive

~~•Section~~ 45Z — Clean Fuel Production Credit, which provides a tax credit for the production of clean transportation fuels with lifecycle GHG emissions below certain levels. The credit can reach levels of up to $1.00/gallon for non-aviation fuel and $1.75/gallon for non-aviation fuel and is influenced by emissions associated with energy use including on-site power provided by Bloom. 57

•Section 48C — Qualified Advanced Energy Project, which provides an ITC through a competitive application process administered through the Department of Energy equal to 6% or 30% of the investment with respect to advanced energy projects

On December 21, 2023, we submitted the application for qualifying advanced energy project credit allocation under Internal Revenue Code Section 48C(e) for the manufacturing facility in Fremont, California (the “Facility”). On March 29, 2024, we received notification from the Internal Revenue Service (the “IRS”) of the acceptance of our application for a Qualifying Advanced Energy Project Credit of up to $75.3 million. After a technical review of Bloom’s Section 48C(e) application, the Department of Energy provided a recommendation to the IRS to grant a $75.3 million credit allocation for the Facility. The approval is subject to satisfaction of the underlying certification requirements, including the prevailing wage and apprenticeship requirements, within two years from the date of the application acceptance, and potential clearance by the Office of Management and Budget due to President Trump’s executive order halting the disbursement of funds under the IRA.

The U.S. Treasury Department has issued implementation guidance, and we intend to engage with the new U.S. federal administration to understand how shifting policy priorities might impact the revised guidance or changes to the law itself. Current Section 48E guidance places Bloom Energy Server systems running on natural gas in a class of Combustion and Gasification facilities required to demonstrate net-zero emissions in the production of electricity. If the U.S. federal administration does not clarify key aspects of the guidance related to our unique technology, our projects will no longer be


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~~beneficiaries~~position, ofalthough the ~~ITC.~~phasedown Ifbeginning ~~the~~after ~~ITC~~2033 isand ~~not~~future ~~extended~~legislative ~~for~~or ~~fuel~~regulatory ~~cells,~~changes ~~U.S. bookings, revenue and gross margins~~ could bestill ~~materially~~impact ~~impacted in 2025 and beyond. Also, it is possible that the expiration of the ITC may have increased demand for ITC-compliant sales of our Energy Server systems in 2024 due to~~ customer ~~desire~~economics ~~to secure ITC for their projects through safe harboring. Bloom, its customers~~ and ~~financing partners executed safe harbor mechanisms in 2024 that permit deployment of Energy Server systems with the ITC Section 48 credit through 2028. However, if~~ our customers or project-level investors prove reluctant to make sufficient cash outlays for purchases of Energy Server systems for future projects based on their safe harbor, our sales could be negatively impacted in future yearsgrowth.

~~The~~Importantly, ~~IRA~~the ~~also~~OBBBA ~~creates~~preserves ~~certain~~the ~~bonus~~utility ~~tax~~of ~~credits~~the ~~relevant~~Section to45Q ~~our~~tax ~~products~~credit ~~placed~~incentives infor ~~service~~carbon incapture ~~fiscal~~utilization ~~years 2023~~ and ~~2024,~~storage ~~available by satisfying domestic content criteria and/or other criteria if such products are located within an “energy community,” as defined by the IRA~~projects. ~~In fiscal years 2023 and 2024~~Historically, ~~contracts that included price adjustments related to~~ the ~~domestic~~45Q ~~content bonus~~ tax credit ~~were~~has ~~evaluated~~provided asdifferentiated ~~variable~~credit ~~consideration~~levels ~~and~~for wecarbon ~~estimated~~management ~~variable~~projects ~~consideration~~depending byon ~~using~~ the ~~most~~end-use ~~likely amount method~~ of ~~meeting~~ the ~~IRA~~captured ~~domestic~~carbon ~~content~~dioxide ~~criteria.~~or ~~When~~carbon ~~recognizing~~monoxide. ~~revenue,~~The weOBBBA ~~constrained the estimate of variable consideration to an amount that was not probable of a significant revenue reversal.~~modified

the structure of the credit and 45Q now provides one credit value for projects capturing carbon oxides from industrial

and power facilities ($85 per metric ton) regardless of the end-use. The updated values and extension of the program through projects that commence construction through 2032 help increase the viability of domestic carbon capture projects.

New Foreign Tax Rules

In 2021, the OECD announced an Inclusive Framework on Base Erosion and Profit Shifting including Pillar Two Model Rules defining the global minimum tax, which calls for the taxation of large multinational corporations at a minimum rate of 15%. Subsequently, multiple sets of administrative guidance have been issued. Many non-USU.S. tax jurisdictions have either ~~recently~~ enacted legislation to adopt certain components of the Pillar Two Model Rules beginning in 2024 or 2025 (including the European Union Member States) ~~with the adoption of additional components in later years~~ or announced their plans to enact legislation in future years. We are continuing to evaluate the impacts of enacted legislation and pending legislation to enact Pillar Two Model Rules in the non-USU.S. tax jurisdictions we operate in. However, no material impact to our financial statements is expected due to the relatively small operations outside the U.S.

Liquidity and Capital Resources

A discussion regarding our liquidity and capital resources for ~~2024~~2025 compared to ~~2023~~2024 is presented in this section. AFor the discussion of ~~our~~2024 ~~liquidity and capital resources for 2023~~ compared to ~~2022~~2023, ~~can~~see bePart ~~found~~II, ~~under~~ Item 7, Management’s Discussion and Analysis of Financial Condition and Results of Operations of ~~Part II of~~ our Annual Report on Form 10-K for the year ended December 31, ~~2023~~2024, which specific discussion is incorporated herein by reference.

WeOverview ~~raised cash and supplemented liquidity by issuing the 3% Green Convertible Senior Notes due June 2029 (the “3% Green Notes due June 2029”) in the second quarter~~ of ~~2024,~~Liquidity as well as through financing activities with SK ecoplant in the first quarter of 2023 and issuing the 3% Green Convertible Senior Notes due June 2028 (the “3% Green Notes due June 2028”) in the second quarter of 2023. We expanded our warehouse space in Delaware and California to store more inventory to meet the anticipated increase in demand. If this increase in demand does not materialize to the degree we anticipated, our liquidity and financial condition may be adversely impacted.Position

OnAs ~~May~~of 29December 31, 2025 and 2024, we ~~issued~~had ~~the~~unrestricted 3%cash ~~Green~~and ~~Notes~~cash ~~due~~equivalents ~~June~~of ~~2029~~$2,454.1 million inand an$802.9 million, ~~aggregate~~respectively. ~~principal~~Our ~~amount~~cash and cash equivalents consist of ~~$402.5 million~~highly ~~due~~liquid ~~June~~investments ~~2029,~~with ~~unless~~maturities ~~earlier~~of ~~repurchased,~~three ~~redeemed~~months or ~~converted~~less, ~~less~~including ~~the~~money ~~initial~~market ~~purchasers’~~funds ~~discount~~ of $122,386.16 million and ~~other issuance costs of~~ $0749.74 million, ~~resulting~~as ~~in net cash proceeds~~ of ~~$389.7~~December ~~million.~~31, On2025 ~~May 29,~~and 2024, ~~we used approximately $141~~respectively.~~8 million~~ ofWe ~~the~~seek ~~net~~to ~~proceeds~~maintain ~~from~~these ~~this~~balances ~~issuance~~with tohigh ~~repurchase~~credit ~~$115.0 million,~~quality ~~or 50%~~counterparties, ofregularly monitor the ~~outstanding principal~~ amount of our ~~2.5%~~credit ~~Green~~exposure ~~Convertible~~to ~~Senior~~any ~~Notes~~one ~~due~~issuer ~~August~~and ~~2025~~diversify ~~(the~~our ~~“2.5%~~investments ~~Green Notes”)~~ in ~~privately~~order ~~negotiated~~to ~~transactions.~~minimize ~~The~~our ~~repurchase amount equaled 122~~exposure.~~6% of the principal amount repurchased plus related accrued and unpaid interest.~~

AsCapital ofMarkets December 31, 2024, we had unrestricted cash and cash equivalents of $802.9 million. Our cash and cash equivalents consist of highly liquid investments with maturities of three months or less, including money market funds of $749.4 million. We seek to maintain these balances with high credit quality counterparties, regularly monitor the amount of our credit exposure to any one issuer and diversify our investments in order to minimize our exposure.Activity

AsWe ofraised ~~December 31,~~cash ~~2024,~~and wesupplemented ~~had~~liquidity ~~$1,124.7 million~~by ofissuing ~~recourse~~the ~~debt,~~0% ~~$4.1 million~~Convertible Senior Notes (the “0% Notes”) in the fourth quarter of ~~non-recourse~~fiscal ~~debt~~year 2025, ~~and~~the $93.~~2 million~~0% ofGreen ~~other~~Convertible ~~long-term~~Senior ~~liabilities~~Notes due June 2029 (the “3.0% AsGreen ofNotes ~~December 31,~~due June 2029”) in the second quarter of 2024, ~~$114.4 million~~as well as through financing activities with SK ecoplant in the first quarter of 2023 and ~~$1,014~~issuing the 3.~~4 million~~0% Green Convertible Senior Notes due June 2028 (the “3.0% Green Notes due June 2028”) in the second quarter of ~~our~~2023. ~~debt~~We ~~were~~expanded ~~classified~~our aswarehouse ~~short-term~~space in Delaware and ~~long-term,~~California ~~respectively.~~to ~~For~~store amore ~~complete~~inventory ~~description~~and ofplan to increase our ~~outstanding~~production ~~debt,~~capacity ~~please~~to ~~see~~meet ~~Part~~the ~~II,~~anticipated ~~Item~~rise 8,in ~~Note~~demand. 7If —this ~~Outstanding~~increase ~~Loans~~in demand does not materialize to the degree we anticipated, our liquidity and ~~Security~~financial ~~Agreements~~condition may be adversely impacted.

~~The~~On ~~combination~~May 16, of2023, ~~our~~we ~~cash~~issued ~~and~~the ~~cash~~3.0% ~~equivalents~~Green ~~and~~Notes ~~cash~~due ~~flow~~June to2028 bein ~~generated~~an byaggregate ~~our~~principal ~~operations~~amount isof ~~expected~~$632.5 tomillion bedue ~~sufficient~~June to2028, ~~meet~~unless ~~our~~earlier ~~anticipated~~repurchased, ~~cash~~redeemed ~~flow~~or ~~needs~~converted, ~~for~~less atthe ~~least~~initial ~~the~~purchasers’ ~~next~~discount 12of ~~months~~$15.8 Ifmillion ~~these~~and ~~sources~~other issuance costs of $3.9 million, resulting in net cash ~~are~~proceeds ~~insufficient~~of or$612.8 ~~are~~million. ~~not~~On ~~received~~June 1, in2023, awe ~~timely~~used ~~manner~~approximately $60.9 million of the net proceeds from this offering to ~~satisfy~~redeem all of the outstanding principal amount of our ~~near-term~~10.25% orSenior ~~future~~Secured ~~cash~~Notes ~~needs,~~due weMarch ~~may~~2027. ~~require~~The ~~additional~~redemption ~~capital~~price equaled 104% of the principal amount redeemed plus accrued and unpaid interest. We also used approximately $54.5 million of the net proceeds from ~~equity~~the oroffering to purchase the capped call options.

On 55May 29, 2024, we issued the 3.0% Green Notes due June 2029 in an aggregate principal amount of $402.5 million due June 2029, unless earlier repurchased, redeemed or converted, less the initial purchasers’ discount of $12.1 million and other issuance costs of $0.7 million, resulting in net cash proceeds of $389.7 million. On May 29, 2024, we used approximately $141.8 million of the net proceeds from this issuance to repurchase $115.0 million, or 50%, of the outstanding principal amount of our 2.5% Green Convertible Senior Notes due August 2025 (the “2.5% Green Notes”) in privately negotiated transactions.


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~~debt~~The ~~financings~~repurchase toamount ~~fund~~equaled ~~our operations, our manufacturing capacity, product development, and market expansion requirements and to timely respond to competitive market pressures or strategic opportunities, among other things~~122.6% ~~We may, from time to time, engage in a variety~~ of ~~financing transactions for such purposes, including factoring our accounts receivable. During~~ the ~~year~~principal ~~ended~~amount ~~December 31,~~repurchased ~~2024,~~plus werelated ~~factored~~accrued $184.2 million of accounts receivable. However, we may not be able to secure timely additional financing on favorable terms, or at all. The terms of any additional financing may place limits on our financial and ~~operating~~unpaid ~~flexibility. Although currently we do not have any floating-rate notes on the balance sheet, our overall cost of capital may increase if~~ interest ~~rates rise, if and when we refinance our fixed-rate convertible notes~~. If we raise additional funds through further issuances of equity or equity-linked securities, our existing stockholders could suffer dilution in their percentage ownership of us, and any new securities we issue could have rights, preferences, and privileges senior to those of holders of our common stock.

~~Our~~On ~~future~~May 7, ~~capital~~2025, ~~requirements~~we ~~depend~~entered oninto ~~many~~privately ~~factors,~~negotiated ~~including~~exchange ~~our~~agreements ~~rate~~(the of“Exchange ~~revenue~~Agreements”) ~~growth,~~with ~~the~~certain ~~timing~~holders ~~and~~of ~~extent~~our of2.5% ~~spending~~Green onNotes. ~~research~~Pursuant ~~and~~to ~~development~~the ~~efforts~~Exchange ~~and~~Agreements, ~~other~~$112.8 ~~business~~million ~~initiatives,~~in ~~the~~aggregate ~~rate~~principal amount of ~~growth~~the in2.5% ~~the~~Green ~~volume~~Notes, ofand ~~system~~related ~~builds~~accrued and ~~the~~unpaid ~~need~~interest ~~for~~of ~~additional~~$0.7 ~~working capital~~million, ~~the~~were ~~expansion~~exchanged of(the ~~sales~~“Debt ~~and~~Exchange”) ~~marketing~~for ~~activities~~$115.7 ~~both~~million in ~~domestic~~aggregate ~~and~~principal ~~international~~amount ~~markets, market acceptance~~ of ~~our~~the ~~products,~~3.0% ~~our~~Green ~~ability~~Notes todue ~~secure~~June ~~financing~~2029. ~~for~~As ~~customer~~a ~~use~~result of ~~our~~the ~~products~~Debt Exchange, ~~the~~we ~~timing~~recorded ofa ~~installations~~$32.3 ~~and~~million ofloss ~~inventory~~on ~~build~~early inextinguishment ~~anticipation~~ of ~~future~~debt, ~~sales~~included ~~and~~within ~~installations,~~our ~~and~~consolidated ~~overall~~statements ~~economic~~of ~~conditions.~~operations Infor ~~order~~the toyear ~~support~~ended ~~and~~December 31, ~~achieve~~2025. ~~our~~As ~~future~~of ~~growth~~August 15, ~~plans~~2025, wethe ~~may~~maturity ~~need~~date, orthe ~~seek~~remaining ~~advantageously~~$2.2 tomillion ~~obtain~~aggregate ~~additional~~principal ~~funding~~amount ~~through~~of ~~equity~~our ~~or debt financing~~2.5% ~~Failure~~Green toNotes ~~obtain~~outstanding ~~this~~following ~~financing~~the inDebt ~~future~~Exchange, ~~quarters~~was ~~may~~settled ~~affect~~through ~~our~~the ~~results~~issuance of ~~operations, including~~ our ~~revenues~~Class ~~and~~A ~~cash~~common ~~flows~~stock.

On November 4, 2025, we issued the 0% Notes in an aggregate principal amount of $2,500.0 million due November 2030, unless earlier repurchased, redeemed or converted, less the initial purchasers’ discount of $50.0 million and other issuance costs of $9.8 million, resulting in net cash proceeds of $2,440.2 million. Concurrently with the issuance of the 0% Notes, we entered into separate, privately negotiated transactions (the “Exchange Transactions”) with a limited number of holders of our existing 3.0% Green Notes due June 2028 and 3.0% Green Notes due June 2029 (collectively, the “Existing Notes”) to exchange (i) $532.8 million principal amount of the 3.0% Green Notes due June 2028 for aggregate consideration consisting of $539.6 million in cash, which includes accrued interest of $6.8 million on such 3.0% Green Notes due June 2028, and 24,302,183 shares of our Class A common stock, and (ii) $443.1 million principal amount of the 3.0% Green Notes due June 2029 for aggregate consideration consisting of $448.8 million in cash, which includes accrued interest of $5.6 million on such 3.0% Green Notes due June 2029, and 18,105,762 shares of our Class A common stock.

As of December 31, 2025 and 2024, we had $2,613.7 million and $1,124.7 million of recourse debt, $4.2 million and $4.1 million of non-recourse debt, and $10.0 million and $9.2 million of other long-term liabilities, respectively. As of December 31, 2025 and 2024, $4.2 million and $114.4 million of our debt were classified as short-term, respectively, and $2,613.7 million and $1,014.4 million of our debt were classified as long-term, respectively. For a complete description of our outstanding debt, please see Part II, Item 8, Note 8—Outstanding Loans and Security Agreements in this Annual Report on Form 10-K.

In addition, in October 2025, in connection with our partnership with Oracle to provide on-site solid state power for AI data centers, subject to the negotiation of a warrant mutually acceptable to us and Oracle, we agreed to issue to Oracle a warrant to purchase up to an aggregate of 3,531,073 shares of our common stock, with an exercise price of $113.28 per share, which was the closing market price of our common stock on October 28, 2025. We and Oracle agreed that (i) the expiration date of the Oracle Warrant will be six (6) months from the date of the issuance of the Oracle Warrant, (ii) the Oracle Warrant will include customary anti-dilution adjustments, transfer restrictions and exercise procedures, and (iii) the Oracle Warrant will not entitle the holder to any voting rights, dividends or other rights as a stockholder of the Company prior to the exercise and settlement of the Oracle Warrant. The Oracle Warrant and the shares underlying the Oracle Warrant are expected to be issued in reliance on the exemption from registration pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended. As of February 9, 2026, the closing price of our common stock on the New York Stock Exchange was $155.17 per share.

Revolving Credit Facility

On December 19, 2025, we entered into a senior secured multicurrency revolving credit facility (the “Revolving Credit Facility”) in an aggregate available amount of $600.0 million, including a $90.0 million letter of credit sub-facility (the “Credit Agreement”). The facility enhances our liquidity and financial flexibility to support working capital, capital expenditures, permitted acquisitions, and other strategic initiatives. Borrowings under the Revolving Credit Facility are available in U.S. dollars and certain foreign currencies and bear interest at Term SOFR plus an applicable margin (1.50% to 2.25%) or, at our option, at an alternative base rate, which is generally the highest of the prime rate, the federal funds rate plus 0.50%, and Term SOFR plus 1.00%, plus an applicable margin (0.50% to 1.25%), depending on our leverage ratio. The facility matures on December 19, 2030, subject to certain springing maturity provisions.

We capitalized $3.4 million of upfront fees and issuance costs related to the Revolving Credit Facility, which are being amortized over its term. As of December 31, 2025, no amounts were drawn under the facility. No letters of credit were issued or drawn as of December 31, 2025.

The Credit Agreement contains financial covenants that require us to maintain a Secured Leverage Ratio of no more than 3.25 to 1.00 and a Consolidated Interest Coverage Ratio of at least 3.00 to 1.00, each tested quarterly. We were in compliance with all covenants as of December 31, 2025, and no springing maturity provisions had been triggered as of the date of this Annual Report on Form 10-K.


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To secure obligations under the facility, Bloom and certain subsidiaries have granted a first-priority lien on substantially all of our domestic assets and provided subsidiary guarantees, including a pledge of equity interests in material domestic subsidiaries and 65% of equity in certain foreign subsidiaries. These arrangements may impact our financial position and liquidity but do not involve the transfer of financial assets.

Near-Term Liquidity Outlook and Financing Flexibility

The combination of our cash and cash equivalents and cash flow expected to be generated by our operations is expected to be sufficient to meet our anticipated cash flow needs for at least the next 12 months. If these sources of cash are insufficient or not received in a timely manner to meet our near-term or future liquidity needs, we may require additional equity or debt financing to fund our operations, manufacturing capacity, product development, and market expansion initiatives, as well as to respond to competitive pressures or strategic opportunities. We may, from time to time, engage in a variety of financing transactions for such purposes, including factoring our accounts receivable. During the year ended December 31, 2024, we factored $184.2 million of accounts receivable. There were no factoring arrangements during the year ended December 31, 2025. We may not be able to secure timely additional financing on favorable terms, or at all. The terms of any additional financing may limit our financial and operational flexibility. Although we currently do not have any floating-rate notes on our balance sheet, our overall cost of capital may increase if interest rates rise and we refinance our fixed-rate convertible notes. If we raise additional funds through the issuance of equity or equity-linked securities, our existing stockholders could experience dilution in their ownership percentage, and any new securities may have rights, preferences, and privileges senior to those of our common stock.

Future Capital Requirements

Our future capital requirements depend on a variety of factors, including our rate of revenue growth; the timing and extent of spending on research and development and other business initiatives; increases in our manufacturing capacity; the pace and volume of system builds; the need for additional working capital; the expansion of our sales and marketing activities in both domestic and international markets; market acceptance of our products; selling models and vehicles required by customers; our ability to secure financing for customer use of our products; the timing of installations and related inventory build in anticipation of future sales; and overall economic conditions. In order to support and achieve our future growth plans, we may need or seek advantageously to obtain additional funding through equity or debt financing. Failure to obtain this financing in future quarters may affect our results of operations, including our revenues and cash flows.

Cash Flow Analysis

A summary of our consolidated sources and uses of cash, cash equivalents, and restricted cash was as follows (in thousands):

Years Ended December 31,

2024

2023

2025

2024

Net cash provided by (used in):

Operating activities

91113,~~998~~949

~~(372~~91,~~531)~~998

Investing activities

(5893,~~782~~119)

(8358,~~725~~782)

Financing activities

~~175~~1,~~207~~508,402

~~683~~175,~~349~~207

Operating Activities

Our operating activities consisted of net loss adjusted for certain non-cash items plus changes in our operating assets and liabilities or working capital. Net cash provided by operating activities for the year ended December 31, ~~2024~~2025, ~~related~~was primarily todriven ~~the~~by business‑driven changes in ~~our~~ working capital oftotaling $66120.~~4 million predominantly due to an increase in deferred revenue and customer deposits by $115.~~9 million ~~driven primarily by receipt of new customer deposits, partially offset by (1) an increase in contract assets by $103~~.~~8 million~~ ~~triggered~~These bychanges ~~timing~~included: of achieving billing milestones, (2) an increase in inventory levels by $44.5 million to support future demand, (3) an increase in deferred cost of revenue by $12.9 million, and (4) the timing of payments to vendors.

~~Net~~•A ~~cash provided by operating activities during the year ended December 31, 2024, was~~ $92142.03 million, andecrease ~~improvement~~in ofdeferred ~~$464.5 million~~revenue ~~compared~~and tocustomer ~~the~~deposits, ~~prior~~primarily ~~year~~driven ~~period. The change in cash provided~~ by ~~operating~~a ~~activities~~lower ~~during~~level ~~the~~of ~~year~~new ~~ended~~customer ~~December 31,~~deposits ~~2024, as~~ compared to the prior year. ~~period,~~This ~~was~~reflected ~~primarily~~the ~~driven~~timing byand anmix ~~increase~~ of ~~$187.2 million~~system ~~and $97.0 million attributable to inventories and accounts receivable~~deployments, ~~respectively,~~including a ~~$182.5 million~~higher ~~increase~~proportion ~~attributable~~of toprojects ~~deferred~~without ~~revenue~~significant ~~and~~upfront ~~customer deposits, partially offset by a decrease of $109~~billings.~~2 million~~ ~~and~~Deferred ~~$14.7 million~~revenue ~~attributable~~itself toremained ~~contract~~relatively ~~assets and deferred cost of revenue, respectively.~~flat;

~~Investing~~•A ~~Activities~~$119.2 million increase in inventory. Inventory increased as we built additional units to support anticipated 2026 demand and to manage lead times in our supply chain;

~~Our~~•A ~~investing activities have consisted of capital expenditures, including investments to increase our production capacity. Cash used in investing activities during the year ended December 31, 2024, was~~ $5869.83 million, anincrease ~~improvement of $24.9 million compared to the prior year period, and was primarily due to the decrease~~ in ~~expenditures~~accounts onreceivable ~~tenant improvements for a newly leased engineering~~ and ~~manufacturing~~contract ~~building in Fremont~~assets, ~~California,~~ which ~~opened~~grew indue ~~July 2022. We expect~~ to ~~continue to make capital investments over~~ the ~~next~~timing ~~few quarters to expand production capacity at our new manufacturing facility in Fremont, California, which includes the purchase~~ of ~~new~~milestone ~~equipment~~billings and other tenant improvements. We intend to fund these capital expenditures from cash on hand as well as cash flow to be generated from operations or through equity or debt financing. We may also evaluate and arrange equipment lease financing to fund this capital expenditures.

5660


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and customer acceptance cycles, particularly for several large late‑year deployments; and

•A $3.6 million increase in prepaid expenses and other current assets due to upfront service‑related payments aligned with expanding field service activity.

These movements were partially offset by (i) a $194.7 million benefit from the timing of vendor payments, and (ii) a $27.6 million decrease in deferred cost of revenue as associated systems reached acceptance milestones during the year.

Net cash provided by operating activities for the year ended December 31, 2025, was $113.9 million, representing a $22.0 million increase compared to the prior year period. The year-over-year change in operating assets and liabilities was primarily driven by: (1) an increase of $74.7 million attributable to inventories, (2) an increase of $146.6 million attributable to accounts payable and accrued expenses, (3) an increase of $28.4 million attributable to accounts receivable, (4) an increase of $14.1 million attributable to deferred cost of revenue, and (5) an increase of $7.0 million attributable to other long-term assets, partially offset by a decrease of $7.8 million attributable to contract assets. These working‑capital variances represent gross movements and therefore do not reconcile directly to the total year‑over‑year change in net cash provided by operating activities, which also reflects non‑cash adjustments and other operating items included in the reconciliation from net loss to operating cash flows.

Investing Activities

Our investing activities have consisted of capital expenditures, including investments to increase our production capacity, and investments in unconsolidated affiliates. Cash used in investing activities during the year ended December 31, 2025, was $93.1 million, an increase of $34.3 million compared to the prior year period. The increase was primarily due to a $36.5 million investment in the joint ventures between the Company and Brookfield (see Part II, Item 8, Note 7—Investments in Unconsolidated Affiliates in this Annual Report on Form 10-K), partially offset by a $2.1 million decrease in expenditures on tenant improvements for a leased engineering and manufacturing facility in Fremont, California, which opened in July 2022. We expect to continue making substantial capital investments over the next few quarters to expand production capacity at our Fremont, California manufacturing facility. These investments, which include the purchase of new equipment and tenant improvements, are part of our strategic plan to increase capacity to approximately 2 GW by the end of 2026. The magnitude and timing of these capital expenditures will depend on implementation milestones, supplier lead times, and customer demand. We intend to fund these capital expenditures from cash on hand as well as cash flow expected to be generated from operations. We may also evaluate and arrange equipment lease financing to fund these capital expenditures.

Financing Activities

Our financing activities consist of ~~borrowings~~proceeds ~~and~~from ~~repayments~~issuance of debt, ~~proceeds,~~repayment of debt and ~~repayments~~payment of ~~financing~~debt ~~obligations~~issuance costs, ~~distributions~~proceeds ~~paid~~from toand ~~noncontrolling~~repayments ~~interests~~of financing obligations, contributions from noncontrolling interests, ~~payments of dividends,~~ proceeds from ~~the~~issuance ~~issuances~~ of our common stock, payment of dividends, and other cash flows from financing activities. Net cash provided by financing activities during the year ended December 31, ~~2024~~2025, was $~~175~~1,508.24 million, aan ~~decrease~~increase of $~~508.~~1,333.2 million compared to the prior year period, predominantly due to (1) aan ~~decrease~~increase in ~~the~~ proceeds from ~~the~~ issuance of ~~redeemable~~debt ~~convertible preferred stock~~ of $~~311~~2,097.05 million, ~~net of paid issuance costs,~~ as a result of ~~the~~issuance SKof ~~ecoplant~~the ~~Second~~0% ~~Tranche~~Notes ~~Closing~~ in the ~~year~~fourth ~~ended~~quarter ~~December~~of ~~31,~~the ~~2023~~fiscal year 2025, (2) a $78.9 million decrease in ~~proceeds~~repayment ~~from the issuance~~ of ~~debt~~financing ~~by $234.6 million~~obligations, and (3) ana $46.8 million increase in ~~repayment~~proceeds offrom ~~financing~~issuance ~~obligations~~of bycommon ~~$71.8 million.~~stock, ~~The decrease was~~ partially offset by (1i) ~~the~~an ~~purchase~~increase in ~~fiscal~~cash ~~year~~outflows ~~2023~~ of ~~the capped call options of~~ $54884.59 million ~~related~~for torepayment ~~the~~of 3%debt ~~Green~~and ~~Notes~~debt ~~due~~issuance ~~June~~costs, ~~2028~~(ii) ~~issued~~a decrease in ~~the~~contributions ~~second~~from ~~quarter~~noncontrolling interest of ~~fiscal year 2023~~$4.0 million, and (2iii) a decrease in ~~the~~proceeds ~~repayment~~from offinancing ~~debt~~obligations byof $501.48 million.

Net cash provided by financing activities for the year ended December 31, ~~2024~~2025, consisted primarily of (1) the proceeds from issuance of ~~the~~debt ~~3% Green Notes due June 2029~~ of $~~402~~2,500.50 million, (2) the proceeds from issuance of common stock of $1259.41 million, and (3) ~~the~~other ~~contribution~~cash inflows from afinancing ~~noncontrolling~~activities ~~interest~~ of $4.0.2 million, partially offset by (4i) ~~the~~repayment ~~proceeds~~of ~~from~~the ~~financing~~Existing ~~obligations~~Notes of $1975.89 million, (5ii) ~~the~~payment ~~partial repurchase~~ of ~~the~~debt ~~2.5%~~issuance ~~Green~~cost ~~Notes~~ of $~~141~~3.03 million, ~~(6)~~as ~~the~~a ~~repayment~~result of ~~financing~~the ~~obligations~~Debt ofExchange and $9059.24 million, ~~(7)~~debt ~~the~~issuance ~~repayment~~cost ofas ~~debt~~a ~~issuance~~result ~~costs~~of issuance of ~~$12.~~the 0% Notes (see Part II, Item 8 ~~million~~, ~~pertaining~~Note to8—Outstanding Loans and Security Agreements in this Annual Report on Form 10-K), (iii) the 3%repayment ~~Green~~of ~~Notes~~financing ~~due~~obligations ~~June~~of ~~2029~~$11.3 million, and (8iv) a dividend payment of $10.59 million.

We believe we have sufficient capital to operate our business over the next 12 months. Our working capital was strengthened with the supplemented liquidity through issuing the 0% Notes, the 3.0% Green Notes due June 2029, and the 3.0% Green Notes due June 2028 in the fourth quarter of fiscal year 2025, the second quarter of fiscal year 2024, and the second quarter of fiscal year 2023, respectively, as well as financing activities with SK ecoplant in the first quarter of 2023. In addition, we may still enter the equity or debt market as needed to support the expansion of our business. Please refer to Part II, Item 8, Note 7 8— Outstanding Loans and Security Agreements, and Part I, Item 1A, Risk Factors — Risks Related to Our Liquidity — Our indebtedness, and restrictions imposed by the agreements governing our outstanding indebtedness, may limit our financial and ~~operating activities and may adversely affect our ability to incur additional debt to fund future needs, for more information regarding the terms of and risks associated with our debt.~~


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operating activities and may adversely affect our ability to incur additional debt to fund future needs, for more information regarding the terms of and risks associated with our debt.

Purchase and Financing Options

Overview

Customers may purchase our Energy Server systems directly from us pursuant to customary equipment sales contracts. In ~~order~~addition to such direct sales of Energy Server systems, to appeal to ~~the~~a ~~largest~~wide ~~variety~~range of customers, we ~~make~~also ~~available~~arrange several alternative options tosupported ~~them~~by third-party financing. ~~Both~~Alternatives currently available in the U.S. ~~and~~include ~~abroad,~~providing weaccess ~~sell~~to our ~~solutions~~Energy ~~directly~~Server tosystem ~~customers.~~through each of the following:

To–A ~~appeal~~Power toPurchase aAgreement ~~wide range of customers, we arrange several financing options~~(i. ~~In the U~~e.S., ~~we also provide access to our Energy Server system through a Power Purchase Agreement~~PPAs), which is the purchase of electricity generated by the Energy Server system in exchange for a scheduled dollars per kilowatt hour rate, through a Capacity Agreement where the customer pays a capacity based flat payment, through a Lease Agreement where the customer pays for a monthly fixed fee for the use of the equipment, and through a Managed Services Agreement, whereby we sell and lease back the Energy Server system to supply energy services to our customers. Each of the foregoing are made possible through third-party financing arrangements by assembling such contracts into portfolios which are sold to investors. ;

~~Often~~–A ~~our~~Capacity ~~offerings~~Agreement ~~take~~where ~~advantage of local incentives. In~~ the ~~U.S.,~~customer ~~our~~pays ~~financing~~a ~~arrangements~~capacity-based ~~are~~periodic ~~structured~~fixed topayment; ~~optimize~~or ~~both federal and local incentives, including the ITC (when available) and accelerated depreciation.~~

~~Whichever option is selected by~~ –a ~~customer~~Lease ~~in the U.S. or internationally, the contract structure will include obligations (“O&M Obligations”) on our part to operate and maintain our products (“O&M~~ Agreement~~”).~~ Inwhere the ~~U.S.,~~customer ~~the~~pays ~~contract~~a ~~structure~~periodic ~~often~~fixed ~~includes~~payment ~~obligations~~for ~~on our part to install our products (“Installation Obligations”). Consequently, our transactions may generate revenue from~~ the ~~sale~~use of ~~our products and electricity,~~ the ~~performance of the O&M Obligations, and performance of the Installation Obligations~~equipment.

Although currently not offered, we have also previously offered access to our Energy Server system through a Managed Services Agreement, whereby we sold and leased back the Energy Server system to supply energy services to our customers. Each of the foregoing alternatives are made possible through third-party financing arrangements in which such agreements are sold individually or in portfolios to investors.

Often our offerings take advantage of local incentives. In the U.S., our financing arrangements are structured to optimize both federal and local incentives, including the ITC and accelerated depreciation.

Whichever option is selected by a customer in the U.S. or internationally, the contract structure typically includes obligations (“O&M Obligations”) on our part to operate and maintain our products (“O&M Agreement”). In the U.S., the contract structure often includes obligations on our part to install our products (“Installation Obligations”). Consequently, our transactions may generate revenue from the sale of our products and electricity, the performance of the O&M Obligations, and performance of the Installation Obligations.

In addition to customary workmanship and materials warranties offered with the sale of our products, we provide warranties and guaranties regarding the efficiency and output of our products to the customer and, in certain financing structures, to the financing parties as well. We refer to a “performance warranty” as an obligation to repair or replace Bloom products as necessary to return performance of our products to the warranted performance level. We refer to a “performance guaranty” as an obligation to make a payment to compensate for the failure of our products to meet the guaranteed performance level. Our obligation to make payments under a performance guaranty is always contractually capped.

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Energy Server System Sales

There are customers who purchase our Energy Server systems directly from us pursuant to customary equipment sales contracts. In connection with the purchase of the Energy Server systems, the customers also typically enter into a contract with us for the O&M Obligations. While some customers may have the option to contract with other O&M providers, at present all O&M services for our deployed Energy Server systems are performed by Bloom (either directly or through subcontracted arrangements under Bloom’s oversight). The customer may elect to engage us to provide the Installation Obligations or engage a third-party provider. Internationally, we are sometimes required to use a local construction company to perform the Installation Obligations, as is the case in the Republic of Korea, and we contract directly with the customer to provide the O&M Obligations.

Customer Financing Options

With respect to the third-party financing options in the U.S., a customer may choose to contract for the purchase of electricity generated by the Energy Server systems in exchange for a scheduled dollars per kilowatt hour rate (a “Power Purchase Agreement” or “PPA”), or the use of our Energy Server systems owned by a financing party in exchange for a capacity-based payment (a “Capacity Agreement”) or the use of our Energy Server systems via an equipment lease (a “Lease Agreement”) ~~or energy services provided via a sale-lease back structure (each, a “Managed Services Agreement”)~~.

~~PPAs~~ are typically financed on a portfolio basis. In the past, we have financed portfolios through tax equity partnerships, acquisition financings and direct sales to investors (each, a “Portfolio Financing”). Capacity-based payments in a Managed Services Agreement or Capacity Agreement are required regardless of the level of performance of the Energy Server system. Managed Services Agreements are then financed pursuant to a sale-leaseback with a financial institution (a “Managed Services Financing”).62

InTable ~~the U.S., our capacity to offer our Energy Server systems through these financed arrangements depends in large part on the ability~~ of ~~financing~~Contents ~~parties~~Index to ~~optimize~~Financial the tax benefits associated with the Energy Server systems, such as the ITC (when available) or accelerated depreciation. Interest rate fluctuations, and internationally, currency exchange rate fluctuations, may also impact the attractiveness of any financing offerings for our customers. Our ability to finance a PPA, a Capacity Agreement, or a Managed Services Agreement is also related to, and may be limited by, the creditworthiness of the customer. Additionally, a Capacity Agreement or Managed Services Financing option is limited by a customer’s willingness to commit to making the capacity-based payment to a financing party regardless of performance.Statements

PPAs, Capacity Agreements and Lease Agreements are financed on an individual or a portfolio basis. In the past, we have financed these customer agreements through tax equity partnerships, acquisition financings and direct sales to investors (each, a “Portfolio Financing”).

In the U.S., our capacity to offer our Energy Server systems through these financed arrangements depends in large part on the ability of financing parties to optimize the tax benefits associated with the Energy Server systems, such as the ITC or accelerated depreciation. Interest rate fluctuations, and internationally, currency exchange rate fluctuations, may also impact the attractiveness of any financing offerings for our customers. Our ability to finance a PPA, a Capacity Agreement, or a Lease Agreement is also related to, and may be limited by, the creditworthiness of the customer. Additionally, a Capacity Agreement, or a Lease Agreement option is limited by a customer’s willingness to commit to making the fixed payment to a financing party regardless of performance.

In each of our financing options, we typically perform the functions of a project developer, including identifying end customers and financiers, leading the negotiations of the customer agreements and financing agreements, securing all necessary permitting and interconnections approvals, and overseeing the design and construction of the project up to and including commissioning the Energy Server systems.

~~Each~~We ofdiscuss ~~our~~in further detail below the current financing transaction structure we offer, as well as legacy financing structures we had previously offered. The description of such legacy financing structures is ~~described~~provided as accounting matters related to such financing structures are still reflected in ~~further~~our ~~detail~~financial ~~below~~statements.

~~Portfolio~~Current ~~Financings~~Financing Structure

InOur ~~the~~current ~~past,~~practice wewith ~~financed~~respect ~~the Energy Server systems subject~~ to ~~our~~third ~~PPAs~~party ~~through~~financing ~~two~~consists ~~types~~ of ~~Portfolio~~our ~~Financings.~~selling ~~In one type of transaction, we sold~~ a portfolio of PPAs ~~to a tax equity partnership in which we held a managing member interest (such partnership in which we hold an interest~~, a “PPA Entity”). In these transactions, we sold the portfolio of the Energy Server systems to a limited liability project company (such portfolio owner, a “Portfolio Company”) of which the PPA Entity was the sole member. Whether an investor, a tax equity partnership, or aCapacity ~~single~~Agreements member limited liability company, the Portfolio Company was the entity that directly owned the portfolio. The Portfolio Company sold the electricity generated by the Energy Server systems contemplated by the PPAs to the customers. We recognized revenue as the electricity was produced. Our current practices no longer contemplate these types of transactions. In fiscal year 2023, we completed the process of restructuring our PPA Entities by (i) acquiring the outstanding equity interests of our previous investors and tax equity partners, (ii) selling 100% of the equity interests in the PPA Entities or ~~the~~Lease ~~Portfolio~~Agreements ~~Companies to new investors~~ or ~~tax~~some ~~equity~~combination ~~partnerships~~thereof ~~in which we do not have an equity interest, and~~ (~~iii) entering into new equipment supply and installation agreements and related agreements to repower and/~~or ~~replace~~single ~~the~~customer ~~Energy Server systems. In August 2023~~agreements, weparticularly ~~sold~~when ~~our~~such ~~last~~are ~~consolidated~~very ~~PPA Entity, 2015 ESA Project Company, LLC (“PPA V”~~large), in connection with the repowering of its portfolio of the Energy Server systems. For further discussion, see Part II, Item 8, Note 10 — Portfolio Financings. The second type of Portfolio financing and our current practice consists of our selling a portfolio of PPAs, or Capacity Agreements or Managed Service Agreements or some combination thereof to a tax equity partnership in which we hold no or a very limited interest (a “Third-Party Financing”, “Third-Party PPAs”).

Legacy 58Financing Structure for PPAs

In the past, in addition to financing Energy Server systems subject to our PPAs through Third Party Financings, we had sold portfolios of PPAs to tax equity partnerships in which we had a managing member interest (such partnership in which we held an interest, a “PPA Entity”). In theses transactions, we sold the portfolio of the Energy Server systems to a limited liability project company (such portfolio owner, a “Portfolio Company”) of which the PPA entity was the sole member. Whether an investor, a tax equity partnership, or a single member limited liability company, the Portfolio Company was the entity that


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~~Managed~~directly ~~Services~~owned ~~Financing~~the portfolio. The Portfolio Company sold the electricity generated by the Energy Server systems contemplated by the PPAs to the customers. We recognized revenue as the electricity was produced.

~~Under~~In ~~our~~fiscal ~~Managed~~year ~~Services Financing option~~2023, we ~~enter~~completed ~~into~~the aprocess ~~Managed~~of ~~Services~~restructuring ~~Agreement~~our ~~with~~PPA aEntities ~~customer~~by ~~for~~(i) aacquiring ~~certain term. We sell~~ the ~~Energy~~outstanding ~~Server~~equity ~~systems~~interests toof ~~the~~our ~~financier~~previous ~~who~~investors ~~then~~and ~~leases~~tax itequity ~~back to us pursuant to a sale-leaseback transaction. In the past~~partners, ~~certain~~(ii) ~~sale-leaseback~~selling ~~transactions~~100% ~~failed to achieve all~~ of the ~~criteria~~equity ~~for~~interests ~~sale~~in ~~accounting~~the ~~and~~PPA ~~consequently~~Entities or the ~~proceeds~~Portfolio ~~from~~Companies ~~the~~to ~~transaction~~new ~~were~~investors ~~recognized~~or astax ~~financing~~equity ~~obligations~~partnerships ~~within~~in ~~our~~which ~~consolidated~~we ~~balance~~do ~~sheets.~~not ~~For~~have ~~successful~~an ~~sale-and-leaseback~~equity ~~transactions~~interest, ~~the~~and ~~financier~~(iii) ofentering ~~the~~into ~~Managed~~new ~~Services~~equipment ~~Agreement~~supply ~~typically~~and ~~pays~~installation ~~the~~agreements ~~purchase~~and ~~price~~related ~~for~~agreements ~~the~~to ~~Energy~~repower ~~Server systems at~~ and/or ~~around~~replace ~~acceptance, and we recognize~~ the ~~fair market value of the~~ Energy Server systems. ~~sold~~In ~~and~~August ~~respective installation services provided to the financier within product and install revenue~~2023, ~~respectively,~~we ~~and~~had ~~recognize~~sold ~~an operating lease right-of-use (“ROU”) asset and an operating lease liability on~~ our last consolidated ~~balance~~PPA ~~sheets~~Entity. ~~Any~~For ~~proceeds~~further ininformation, ~~excess~~see ofPart ~~the~~II, ~~fair~~Item ~~value~~8, ofNote ~~the~~11—Portfolio ~~Energy Server systems are recognized as financing obligations~~Financings.

Legacy 59Financing Structure for Managed Services

We no longer offer new Managed Services Financings to customers. However, we continue to service a small number of prior third-party financings of this type. Under our Managed Services Financing option, we entered into a Managed Services Agreement with a customer for a certain term. We sold the Energy Server systems to the financier who then leased it back to us pursuant to a sale-and-leaseback transaction. In the past, certain sale-and-leaseback transactions failed to achieve all of the criteria for sale accounting and consequently the proceeds from the transaction were recognized as financing obligations within our consolidated balance sheets. For successful sale-and-leaseback transactions, the financier of the Managed Services Agreement typically paid the purchase price for the Energy Server systems at or around acceptance, and we recognized the fair market value of the Energy Server systems sold and respective installation services provided to the financier within product and install revenue, respectively, and recognized an operating lease right-of-use (“ROU”) asset and an operating lease liability on our consolidated balance sheets. Any proceeds in excess of the fair value of the Energy Server systems were recognized as financing obligations.


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Basic Managed Services Financing Image.jpg

The duration of ~~our current~~ Managed Services ~~Agreement~~Agreements ~~offerings~~we isoffered was between five and ten years. Under some Managed Services Agreements, we ~~agree~~agreed to provide remarketing assistance in the event a customer ~~does~~did not renew its agreement. Our Managed Services Agreements typically ~~provide~~provided for performance warranties of both the efficiency and output of the Energy Server systems and may ~~include~~have included other warranties depending on the type of deployment. We often ~~structure~~structured payments from the customer as a dollar per kilowatt flat payment. In some cases, the structure may have also ~~include~~included variable payment based on the Energy Server systems’ performance or a performance-related set-off. As of December 31, ~~2024~~2025, we had incurred no liabilities due to failure to repair or replace our Energy Server systems pursuant to these performance warranties.

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Purchase Alternatives

Our customers have several purchase alternatives for our Energy Server systems. The portion of total revenue attributable to each purchase option in the years ended December 31, ~~2024,~~2025 and ~~2023~~2024, was as follows:

	Years EndedDecember 31,
		2024		2023
		2025		2024
Direct purchase (including third-party PPAs and international channels)		95	%	90	%
Direct purchase (including Third-Party PPAs and international channels)		98	%	95	%
Traditional lease		—	%	1	%
Managed services		2	%	5	%
Managed services		5	%	7	%
Portfolio financings		—	%	2	%
		100	%	100	%

Financing Partners

We continually assess the capital needs to support our customer financed offerings and regularly survey, develop and maintain relationships with existing and potential financing partners to assist in our long-term growth. Based on our customer needs, we determine whether we expand relationships with existing financiers or engage other financing partners in the market.

Brookfield

In August 2025, we entered into a strategic partnership with Brookfield to support the long-term growth of our fuel cell business and accelerate deployment of clean energy solutions with a focus on powering AI infrastructure. As part of this partnership, we established a prospective financing framework of up to $5.0 billion over five years for future Bloom Energy fuel cell projects that meet agreed investment and contractual criteria. This financing structure is expected to be housed within an AI Fund created by Brookfield and is designed to provide scalable capital for projects that advance our technology and market reach.

Under the framework, we will generally hold a passive equity interest in projects financed through the AI Fund, with ownership levels varying based on project duration. For shorter-term projects, our equity interest will not exceed 9.9%, while for longer-term projects (five years or more), our interest will be capped at the lesser of 9.9% of equity or 2% of projected investment. For these longer-term projects, we retain a put right back to the AI Fund at a set rate of return, providing flexibility and risk mitigation. In addition, we have completed one project outside the AI Fund structure under which Bloom holds a 15% passive equity interest.

This strategic relationship with Brookfield enhances our ability to deliver clean, reliable, and resilient energy solutions at scale. It provides access to significant capital resources, supports our project pipeline, and aligns with our long-term strategy to drive sustainable growth and shareholder value. Additional details regarding this financing structure and related investments are provided in Part II, Item 8, Note 7—Investments in Unconsolidated Affiliates and Note 12—Related Party Transactions in this Annual Report on Form 10-K.

Delivery and Installation

Installation is required in order for our Energy Server systems to reach full power. Our role in the installation process varies based on the terms of the contract and/or the country of installation which can include, but is not limited to, design, engineering, permitting, procurement, construction, installation, start-up, performance testing, and commissioning of the systems. Bloom may contract with subcontractors to provide all or any part of the work. Depending on the acceptance milestones, we recognize installation revenue once the project has reached full power, or mechanical completion or on a percentage of completion basis.

Performance Guarantees

As of December 31, 2025 and 2024, we had incurred no liabilities due to failure to repair or replace the Energy Server systems pursuant to any performance warranties made under the O&M Agreements.

For the O&M Agreements that are subject to renewal, our future service revenue from such agreements are subject to our obligations to make payments for underperformance against the performance guaranties, which are capped at an aggregate total of approximately $~~587~~585.54 million (including $~~460~~463.39 million related to portfolio financing entities and $~~127~~121.25 million related to all other transactions, and include payments for both low output and low efficiency) and our aggregate remaining potential payment related to these underperformance obligations was approximately $489.4 million as of December 31, 2024. For the years ended December 31, 2024, and 2023 we made performance guarantee payments of $21.2 million and $25.9 million, respectively.


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payment related to these underperformance obligations was approximately $480.7 million as of December 31, 2025. For the years ended December 31, 2025 and 2024, we made performance guarantee payments of $18.0 million and $21.2 million, respectively.

International Channel Partners

India. In India, sales activities are currently conducted by Bloom Energy (India) Pvt. Ltd., our wholly owned subsidiary; however, we continue to evaluate the Indian market to determine whether the use of channel partners would be a beneficial go-to-market strategy to grow our India market sales.

Japan. In Japan, sales activities are currently conducted by Bloom Energy Japan Limited, our wholly owned subsidiary.

The Republic of Korea. In 2018, Bloom Energy Japan consummated a sale of our products in the Republic of Korea to Korea South-East Power Company. Following this sale, we entered into a Preferred Distributor Agreement (“PDA”) in November 2018 with SK ecoplant for the marketing and sale of Bloom products for the stationary utility and commercial and industrial South Korean power market. In 2019, we entered into a PDA with SK D&D Co., Ltd. that in 2024 was transferred to SK eternix. The PDA with SK eternix has a term ending December 31, 2027.

As part of our expanded strategic partnership with SK ecoplant, the parties executed ~~the~~an amendment and restatement to our Preferred Distribution Agreement (“PDA Restatement”), in October 2021, which incorporates previously amended terms and establishes: (i) SK ecoplant’s purchase commitments of at least 500 megawatts of power for our Energy Server systems between 2022 and 2024 on a take-or-pay basis; (ii) rollover procedures; (iii) premium pricing for product and services; (iv) termination procedures for material breaches; and (v) procedures if there are material changes to the Republic of Korea Hydrogen Portfolio Standard. In December 2023, we further expanded our business partnership with SK ecoplant through the increase of SK ecoplant’s purchase commitments for Bloom Energy products of 250 megawatts through 2027 and extended the timing of delivery of the remaining take-or-pay commitment under the original agreement. For additional information, please see Part II, Item 8, Note 17—SK ecoplant Strategic Investment in this Annual Report on Form 10-K.

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megawatts through 2027 and extended the timing of delivery of the remaining take-or-pay commitment under the original agreement. For additional information, please see Part II, Item 8, Note 17 — SK ecoplant Strategic Investment.

Under the terms of the PDA Restatement, we (or our subsidiary) contract directly with the customer to provide operations and maintenance services for the Energy Server systems. We have established a subsidiary in the Republic of Korea, Bloom Energy Korea, LLC, to which we subcontract such operations and maintenance services. The terms of the operations and maintenance are negotiated on a case-by-case basis with each customer but are generally expected to provide the customer with the option to receive services for at least 10 years, and for up to the life of the Energy Server systems.

SK ecoplant Joint Venture Agreement. In September 2019, we entered into a joint venture agreement with SK ecoplant to establish a light-assembly facility in the Republic of Korea for sales of certain portions of our Energy Server system for the stationary utility and commercial and industrial market in the Republic of Korea. The joint venture is a variable interest entity (“VIE”) of Bloom, and we consolidate it in our financial statements as we are the primary beneficiary and therefore have the power to direct activities which are most significant to the joint venture. The joint venture facility became operational in July 2020. Other than a nominal initial capital contribution by Bloom Energy, the joint venture is funded by SK ecoplant. SK ecoplant is our primary customer for the products assembled by the joint venture. In October 2021, as part of our expanded strategic partnership with SK ecoplant, the parties agreed to amend the joint venture agreement (“JVA”) to increase the scope of assembly work done in the joint venture facility.

On September 1523, 2023, we entered into the Amended and Restated JVA and the Share Purchase Agreement (together, the “Amended JV Agreements”) with SK ecoplant which allowed SK ecoplant to increase its share of the voting rights in the Korean JV to 60% and increased the scope of assembly done by the joint venture facility in the Republic of Korea to full assembly. In January 2024, according to the Amended JV Agreements SK ecoplant made a capital contribution to Korean JV of $4.0 million.

~~Neither~~Comparison ~~the Amended JV Agreements, nor the fact that SK ecoplant is considered to be our related party after the conversion~~ of ~~Series B RCPS into shares of our Class A common stock (for additional information, please see Note 11 — Related Party Transactions) changed our status as~~ the ~~primary~~Years ~~beneficiary~~Ended ~~of the Korean JV. Therefore, we continue to consolidate this VIE in our financial statements as of~~ December 31, 2025 and 2024.

~~Comparison~~A discussion regarding our results of operations for 2025 compared to 2024 is presented in this section. A discussion of our results of operations for 2024 compared to 2023 can be found under Item 7 of Part II of our Annual Report on Form 10-K for the ~~Years~~year ~~Ended~~ended December 31, 2024~~, and 2023~~.

A discussion regarding our results of operations for 2024 compared to 2023 is presented in this section. A discussion of our results of operations for 2023 compared to 2022 can be found under Item 7 of Part II of our Annual Report on Form 10-K for the year ended December 31, 2023.

Key Operating Metrics

In addition to the measures presented in the consolidated financial statements, we have historically used the key operating metrics below to evaluate business activity, to measure performance, to develop financial forecasts, and to make strategic decisions:

•Product accepted — the number of customer acceptances of our Energy Server systems in any period. We recognize revenue when an acceptance is achieved. We used this metric to measure the volume of deployment activity. We measured each Energy Server system manufactured, shipped, and accepted in terms of 100 kilowatt equivalents.

•Product costs of product accepted in the period (per kilowatt) — the average unit product cost for the Energy Server systems that are accepted in a period. We used this metric to provide insight into the trajectory of product costs and, in particular, the effectiveness of cost reduction activities.

•Period costs of manufacturing related expenses not included in product costs — the manufacturing and related operating costs that are incurred to procure parts and manufacture the Energy Server systems that are not included as part of product costs. We used this metric to measure any costs incurred to run our manufacturing operations that were not capitalized into inventory and therefore, expensed to our consolidated statements of operations in the period that they were incurred.

•Installation costs on product accepted in the period (per kilowatt) — the average unit installation cost for the Energy Server systems that are accepted in a given period. This metric was used to provide insight into the trajectory of installation costs and, in particular, to evaluate whether our installation costs were in line with our installation billings.

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We have determined that the foregoing metrics no longer reflect key operating metrics of the company and therefore we will no longer report on these metrics in our reports for the following reasons. We are increasingly transitioning from selling our Energy Server system as a standalone product to offering energy and hydrogen solutions to our customers. This trend is occurring across our offerings, as we find ways to deliver additional value to customers. We are solving critical problems for our customers and bringing new technologies to the market. This requires us to expand the scope of what is delivered beyond our conventional “electricity-only” solution to electricity, heat, carbon capture, storage, and molecule solutions. As a result of these developments, our Energy Server product (electricity-only power module) cost is becoming a widely varying portion of the overall value of the energy solution we provide, and trends in costs and selling prices per kilowatt are less representative of our overall business performance. In management’s view, this trend will only continue to get stronger in the future. Specific highlights of our business evolution to offering energy and hydrogen solutions include:

•Time to power. Customers are looking for energy solutions that can be provided quickly. In order to speed up installation, we are now shipping solutions that are pre-packaged Energy Server systems mounted on pre-fabricated skids in the factory. This minimizes the sitework that is needed and allows us to deploy the solution quickly, giving the customer a faster path to power. This effort requires more factory costs, but it reduces installation costs and increases the value delivered to the customer.

•Power Density solutions. We have improved our power density for certain customer sites by factory building pre-packaged stackable Energy Server systems. This increases costs and requires us to add more hardware at the factory but delivers more value to customers who have space constraints.

•Combined heat and power. The CHP solution allows customers to take advantage of waste heat, boosting efficiency and economic return of the project. The CHP solution, however, requires significant infrastructure to deliver the waste heat from the Energy Server system to the customer. This infrastructure cost is additive to reported product costs but allows us to deliver more value to customers. Moreover, a kilowatt of heat does not have the same cost or value as a kilowatt of electricity. We optimize our solutions depending on the relevant project requirements, and as a result our cost structure can vary widely depending on the solution provided.

•Carbon Capture solutions. Our technology is well-suited to carbon capture when running on natural gas, the exhaust is a concentrated stream of CO2 relative to other energy generation technologies. This means our solution requires less energy and hardware to separate out the CO2 for capture and sequestration. However, this does require additional infrastructure onsite to separate the CO2 from the rest of the exhaust and to condition it appropriately for the application. This infrastructure cost is additive to reported product costs but allows us to deliver more value to customers by delivering low carbon power.

•Microgrid solutions. As the reliability of the electrical grid becomes more challenging in multiple geographies, customers are turning to our solutions in the form of grid-connected or islanded microgrids. The cost of the ancillary equipment associated with establishing a microgrid is significant, and thus further skews cost metrics measured on a per kilowatt basis.

•Bloom Electrolyzer. The Bloom Electrolyzer is designed to provide scalable and cost-effective hydrogen solutions based on the same solid oxide platform as our Energy Server systems. The Bloom Electrolyzer produces hydrogen rather than electricity, and a kilowatt measure attributable to an electrolyzer is not equivalent to a kilowatt measure attributable to a solid oxide fuel cell. Costs of solutions designed to produce hydrogen could vary widely depending on project specifics.

As our business has evolved to meet the energy needs of the market, ‘product accepted’ is no longer as relevant as an operating metric for our business due to the nature of the complexity in the solutions offered. For example, a solution offered to a customer who wants islanded power, which creates additional reliability, would carry additional costs due to the microgrids and other ancillary equipment needed to provide the solution. Similarly, a customer utilizing our Be FlexibleTM solution would need ancillary equipment such as storage. These factors can distort the cost or revenue per kilowatt metrics. Management relies primarily on revenue, non-GAAP gross and operating margins, as well as cash flows from operating activities to manage operations.

Results of Operations

A discussion regarding the comparison of our financial condition and results of operations for the years ended December 31, ~~2024,~~2025 and ~~2023~~2024 is presented below.

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Revenue

		Years EndedDecember 31,	Change
			2024		2023		Amount		%
			2025		2024		Amount		%
	(dollars in thousands)
Product			$	1,~~085~~531,~~153~~281	$	~~975~~1,~~245~~085,153	$	~~109~~446,~~908~~128	1141.31	%
Installation			~~122~~204,~~318~~068		92122,~~796~~318		2981,~~522~~750		3166.8	%
Service			~~213~~228,~~542~~295		~~183~~213,~~065~~542		3014,~~477~~753		~~16.~~6.9	%
Electricity			5260,~~843~~350		8252,~~364~~843		~~(29~~7,~~521)~~507		~~(35~~14.8)2	%
Total revenue			$	12,~~473~~023,~~856~~994	$	1,~~333~~473,~~470~~856	$	~~140~~550,~~386~~138	1037.53	%

PPA Portfolio Repowering

On August 25, 2023, November 22, 2022, and June 14, 2022, we sold PPA V, PPA IV, and PPA IIIa, respectively, and simultaneously entered into respective repowering agreements to upgrade the old Energy Server systems by replacing them with the new Energy Server systems and to provide related installation services (i.e., repowering of our PPA portfolios). These PPA portfolios repowering transactions had a material impact on our financial results for the year ended December 31, 2023, but did not repeat in the year ended December 31, 2024.

Total Revenue

Total revenue increased by $~~140~~550.41 million, or 1037.53%, for the year ended December 31, ~~2024~~2025, as compared to the prior year period. This increase was driven by a $~~109~~446.91 million increase in product revenue, a $3081.58 million increase in ~~service~~installation revenue, ~~and~~ a $2914.58 million increase in ~~installation~~service revenue, ~~partially~~and ~~offset by~~ a $297.5 million ~~decrease~~increase in electricity revenue.

Product Revenue

Product revenue increased by $~~109~~446.91 million, or 1141.31%, for the year ended December 31, ~~2024~~2025, as compared to the prior year period. ~~This~~The increase was primarily due to ~~the~~stronger ~~increase in~~ demand for our products, ~~predominantly~~driven inby the ~~fourth~~time ~~quarter~~to power needs of ~~fiscal~~the ~~year~~growing ~~2024~~market, partially offset by ~~(1) lower volume and pricing resulting from our PPA portfolios which contributed~~ $~~172~~15.59 million ~~net~~related ~~decrease~~to inshare-based ~~revenue~~consideration ~~recognized~~payable ~~in fiscal year 2024 compared~~ to ~~the prior year period, and (2)~~ a ~~large~~key ~~transaction~~hyperscaler ~~in the first and the second quarters of fiscal year 2023 that did not repeat in fiscal year 2024~~customer.

Installation Revenue

Installation revenue increased by $2981.58 million, or 3166.8%, for the year ended December 31, ~~2024~~2025, as compared to the prior year period. The increase was primarily driven by the timing of ~~achieving~~ key project milestones onparticularly ~~sites~~to ~~requiring~~meet ~~installations~~our bytime usto inpower ~~the~~milestones ~~year~~on ~~ended~~certain ~~December 31,~~key ~~2024,~~sites ~~partially~~requiring ~~offset by the effect of repowering~~ our ~~PPA~~installation ~~portfolios,~~services ~~which~~during ~~decreased~~the ~~revenue recognized in~~ fiscal year ~~2024 by $25~~2025.~~2 million, as compared to the prior year period.~~

Service Revenue

Service revenue increased by $3014.58 million, or ~~16.~~6.9%, for the year ended December 31, ~~2024~~2025, as compared to the prior year period. The increase was primarily driven by ~~(1)~~higher ~~a $21.2 million increase in~~ revenue from maintenance contracts associated with our fleet of Energy Server systems, ~~and~~which ~~(2)~~contributed ~~a decrease of~~ $918.96 million, ~~in product performance guarantees that resulted from improved fleet performance. The overall increase was~~ partially offset by ~~the~~higher ~~timing~~product ofperformance ~~revenue~~guarantee ~~recognition~~costs ~~on certain contracts. The repowering~~ of ~~our PPA portfolios decreased revenue recognized in fiscal year 2024 by~~ $74.62 million~~, as compared to the prior year period~~.

Electricity Revenue

Electricity revenue includes both revenue from contracts with customers and revenue from contracts that contain leases.

Electricity revenue ~~decreased~~increased by $297.5 million, or 3514.82%, for the year ended December 31, ~~2024~~2025, as compared to the prior year period. The ~~decrease~~increase was predominantly due to ~~the~~a ~~decrease~~one-time insettlement ~~installed~~of ~~units, as~~ a ~~result~~customer ofcontract ~~repowering~~after ofredeploying ~~some~~assets ~~PPA~~for ~~and~~our ~~Managed Service portfolios~~partner, ~~which~~partially ~~decreased~~offset ~~revenue~~by ~~recognized~~lower instraight-line ~~fiscal~~electricity ~~year~~revenue ~~2024~~resulting byfrom ~~$12.2~~repowering ~~million,~~of ascertain ~~compared~~Managed toServices ~~the~~related ~~prior year period~~sites.

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Cost of Revenue

		Years EndedDecember 31,	Change
			2024		2023		Amount		%
			2025		2024		Amount		%
	(dollars in thousands)
Product			$	~~685~~992,~~847~~841	$	~~630~~685,~~105~~847	$	55306,~~742~~994	844.8	%
Installation			~~129~~205,~~446~~946		~~105~~129,~~735~~446		2376,~~711~~500		2259.41	%
Service			~~214~~205,~~961~~389		~~220~~214,~~927~~961		(59,~~966~~572)		(24.75)	%
Electricity			3832,~~954~~418		~~178~~38,~~909~~954		(~~139~~6,~~955~~536)		(7816.28)	%
Total cost of revenue			$	1,~~069~~436,~~208~~594	$	1,~~135~~069,~~676~~208	$	~~(66~~367,~~468)~~386	(534.9)4	%

Total Cost of Revenue

Total cost of revenue ~~decreased~~increased by $66367.54 million, or 534.94%, for the year ended December 31, ~~2024~~2025, as compared to the prior year period. The ~~decrease~~increase was driven by a $~~140~~307.0 million ~~decrease~~increase in cost of ~~electricity~~product revenue, ~~and~~ a $676.05 million ~~decrease~~increase in ~~cost~~installation ~~of service~~ revenue, partially offset by, a $559.76 million ~~increase~~decrease in cost of ~~product~~service revenue, and a $236.75 million ~~increase~~decrease in ~~installation~~cost of electricity revenue.

Cost of Product Revenue

Cost of product revenue increased by $55307.70 million, or 844.8%, for the year ended December 31, ~~2024~~2025, as compared to the prior year period. ~~The~~Product ~~increase~~costs inincreased ~~cost of product revenue was~~ primarily ~~driven~~due byto (1) ~~the~~higher ~~increase~~sales involumes driven by increased demand for our ~~products,~~Energy ~~predominantly~~Server ~~in the fourth quarter of fiscal year 2024~~systems, ~~and~~ (2) byinventory ~~the~~reserve ~~release~~and ofother ~~$3.1 million~~asset ofimpairments ~~grant~~totaling ~~liability~~$21.9 ~~recognized~~million ~~against payroll~~ related ~~costs~~to ~~incurred~~our inElectrolyzer ~~the~~assets, ~~third~~and ~~quarter of fiscal year 2023. The increase was partially offset by~~ (13) ~~(i)~~impairment ~~lower~~charge ~~volume resulting from our PPA portfolios, which decreased cost~~ of ~~product revenue recognized in fiscal year 2024 by~~ $7512.47 million, asrelated ~~compared~~ to ~~the~~construction‑in‑progress ~~prior~~associated ~~year~~with ~~period,~~manufacturing and ~~(ii)~~infrastructure ~~the~~assets ~~effect~~and offacilities asupporting ~~large~~development ~~transaction in the first~~ and ~~the~~warehousing ~~second~~activities. ~~quarters~~The ofincrease ~~fiscal~~was ~~year~~partially ~~2023~~offset ~~that~~by ~~did~~ongoing ~~not~~improvements ~~repeat~~ in ~~fiscal~~manufacturing ~~year~~efficiency ~~2024,~~and ~~(2)~~automation ~~our~~that ~~ongoing~~reduced ~~efforts to reduce~~ material ~~costs~~, ~~(3) reduced~~ labor, and overhead costs ~~through restructuring programs executed in fiscal year 2023, and (4) improved processes and automation at our manufacturing facilities~~.

Cost of Installation Revenue

Cost of installation revenue increased by $2376.75 million, or 2259.41%, for the year ended December 31, ~~2024~~2025, as compared to the prior year period. The increase was ~~primarily~~predominantly driven by the timing of ~~achieving~~ key project milestones onas ~~sites~~it ~~requiring~~relates ~~installations~~to byproviding ustime into ~~the~~power ~~year~~solutions ~~ended~~for ~~December 31,~~a ~~2024,~~key ~~partially~~hyperscaler ~~offset~~and byother ~~the~~sites ~~effect~~requiring ~~of repowering~~ our ~~PPA portfolios, which decreased cost of~~ installation ~~revenue~~services ~~recognized~~during inthe fiscal year ~~2024 by $20~~2025.~~9 million, as compared to the prior year period.~~

Cost of Service Revenue

Cost of service revenue decreased by $69.06 million, or 24.75%, for the year ended December 31, ~~2024~~2025, as compared to the prior year period. ~~This~~The decrease was primarily ~~due~~driven toby: (1) a ~~decrease~~reduction in the deployment of field replacement units, contributing to acost ~~decrease~~savings of $829.84 million, (2) alower ~~$7.0~~rework ~~million decrease in repair~~ and ~~overhaul~~production ~~expenses,~~costs ~~partially as a result~~ of ~~repowering~~$1.2 ~~our PPA portfolios in fiscal year 2023 which resulted in a relatively newer fleet that required less service~~million, and (3) our cost reduction efforts to ~~proactively~~ manage fleet optimizations. The ~~decrease~~reduction was partially offset by (i) an increase in ~~maintenance~~repair ~~material~~ and ~~labor~~overhaul costs of $11.1 million, and ~~overhead~~(ii) an increase in maintenance material costs of $106.04 million.

Cost of Electricity Revenue

Cost of electricity revenue includes both cost of revenue from contracts with customers and cost of revenue from contracts that contain leases.

Cost of electricity revenue decreased by $~~140~~6.05 million, or 7816.28%, for the year ended December 31, ~~2024~~2025, as compared to the prior year period. ~~This~~The decrease was ~~predominantly~~mainly due to athe ~~decrease~~reduction in the number of installed units, ~~driven~~partially ~~primarily~~offset by aredeploying ~~$123.7 million~~assets ~~impairment~~for ofour ~~the~~partner ~~Energy~~to ~~Server~~enable ~~systems as~~ a ~~result~~one-time ofsettlement ~~the PPA V Repowering, which commenced in the third quarter~~ of ~~fiscal~~a ~~year~~customer ~~2023~~contract.

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Gross Profit (Loss) and Gross Margin

	Years EndedDecember 31,						Change
		2024				2023
		2025				2024
		(dollars in thousands)
Gross profit (loss):
Product			$	~~399~~538,~~306~~440			$	~~345~~399,~~140~~306		$	54139,~~166~~134
Installation			(71,~~128~~878)				(127,~~939~~128)			5,~~811~~250
Service			(122,~~419)~~906				(371,~~862~~419)			3624,~~443~~325
Electricity			1327,~~889~~932				~~(96~~13,~~545)~~889			~~110~~14,~~434~~043
Total gross profit			$	~~404~~587,~~648~~400			$	~~197~~404,~~794~~648		$	~~206~~182,~~854~~752
Gross margin:
Product			3735		%		3537		%
Installation			(61)		%		(146)		%
Service			~~(1)~~10		%		(211)		%
Electricity			2646		%		~~(117)~~26		%
Total gross margin			2729		%		1527		%

Total Gross Profit

Total gross profit increased by $~~206~~182.98 million infor the year ended December 31, ~~2024~~2025, as compared to the prior year period. ~~This~~The increase was predominantly driven by (1) a $~~110~~139.41 million ~~improvement~~increase ofin ~~electricity~~product gross profit ~~(loss)~~, ~~primarily due to a $123.7 million impairment charge that resulted from the PPA V Repowering, which commenced in the third quarter of fiscal year 2023,~~ (2) a $5424.23 million ~~increase~~improvement in ~~product~~service gross profit, ~~predominantly driven by higher demand for our products~~(loss), ~~leading to a 11.3% increase in product revenue and only an 8.8% increase in respective cost of revenue,~~ (3) a $3614.40 million ~~improvement~~increase in ~~service~~electricity gross ~~loss~~profit, ~~due to our efforts to proactively manage fleet optimizations,~~ and ~~our ongoing efforts to reduce product costs, as well as~~ (4) a $5.83 million improvement in installation gross loss.

Product Gross Profit

Product gross profit increased by $54139.21 million infor the year ended December 31, ~~2024~~2025, as compared to the prior year period. The increase was primarily driven by (1) ~~the~~an increase in demand for our products, ~~predominantly~~largely inattributable ~~the~~to ~~fourth~~a ~~quarter~~major ofhyperscaler ~~fiscal~~project ~~year~~facilitated ~~2024,~~through ~~(2)~~the ~~reduced~~joint ~~labor~~venture ~~and~~with ~~overhead~~Brookfield, ~~costs~~and ~~through~~(2) ~~restructuring~~our ~~programs~~continued ~~executed~~efforts into ~~fiscal~~reduce ~~year~~material, ~~2023~~labor, and ~~(3)~~overhead ~~improved~~costs ~~processes~~through ~~and~~enhanced ~~automation~~manufacturing atprocesses ~~our~~and ~~manufacturing~~increased ~~facilities~~automation. The ~~overall~~ increase was partially offset by (1i) ~~lower~~inventory ~~volume~~reserve and ~~pricing~~other ~~resulting~~asset ~~from~~impairments ~~our~~totaling ~~PPA portfolios, which decreased product gross profit recognized in fiscal year 2024 by~~ $9721.19 million, asrelated ~~compared~~ to ~~the~~Electrolyzer ~~prior year period~~assets, (2ii) ~~the~~$15.9 ~~effect~~million ofreduction ato ~~large~~product ~~transaction~~revenue inrelated ~~the~~to ~~first~~share-based ~~and~~consideration ~~the~~payable ~~second~~to ~~quarters~~a ofkey ~~fiscal~~hyperscaler ~~year 2023 that did not repeat in fiscal year 2024~~customer, and (3iii) ~~the~~impairment ~~release~~charge of $312.1 7 million ofrelated ~~grant~~to ~~liability~~construction‑in‑progress ~~recognized~~associated ~~against~~with ~~payroll~~manufacturing ~~related~~and ~~costs~~infrastructure ~~incurred~~assets inand ~~the~~facilities ~~third~~supporting ~~quarter~~development ofand ~~fiscal~~warehousing ~~year 2023~~activities.

Installation Gross Loss

Installation gross loss improved by $5.83 million infor the year ended December 31, ~~2024~~2025, as compared to the prior year period. The change ~~for the period~~ was primarily driven by ~~(1)~~ the timing of ~~achieving~~ key project milestones onfor sites requiring installations by us in the year ended December 31, 2024, and (2) other site related factors such as site complexity, size, local ordinance requirements, and location of the utility interconnect. The repowering of our ~~PPA portfolios increased~~ installation ~~gross~~services ~~loss~~during ~~recognized~~the in fiscal year ~~2024 by $4~~2025.~~3 million, as compared to the prior year period.~~

Service Gross Profit (Loss)

Service gross profit (loss) improved by $3624.43 million infor the year ended December 31, ~~2024~~2025, as compared to the prior year period. ~~This~~The improvement was primarily driven by: (1) a reduction in the deployment of field replacement units, contributing to cost savings of $2129.4 million, (2) a $18.6 million increase in revenue from maintenance contracts associated with our fleet of Energy Server systems, ~~and~~ (23) alower ~~decrease~~rework ofand production costs, which declined by $91.92 million, inand ~~product~~(4) ~~performance~~our ~~guarantees~~cost ~~that~~reduction ~~resulted~~efforts ~~from~~to ~~improved~~proactively manage fleet ~~performance,~~optimizations. The improvement was partially offset by: (3i) ahigher ~~decrease~~repair inand overhaul expenses of $11.1 million, due to the ~~deployment~~aging fleet of ~~field~~the ~~replacement~~Energy ~~units~~Server systems requiring more service, ~~contributing~~partially tomitigated aby ~~decrease~~the repowering of our PPA and Managed Services portfolios, (ii) an increase in maintenance material costs of $86.84 million, and (4iii) ~~repair~~a $4.2 million increase in product performance guarantee costs, reflecting the effects of fleet degradation.

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~~and~~Electricity ~~overhaul~~Gross cost reductions of $7.0 million, and (5) our cost reduction efforts to proactively manage fleet optimizations. The improvement was partially offset by (1) an increase in maintenance material and labor and overhead costs of $10.0 million, and (2) the timing of revenue recognition on certain contracts. The repowering of our PPA portfolios increased service gross loss recognized in fiscal year 2024 by $7.6 million, as compared to the prior year period.Profit

Electricity ~~Gross~~gross ~~Profit~~profit ~~(Loss)~~increased by $14.0 million for the year ended December 31, 2025, compared to the prior year period. The increase was predominantly due to a one-time settlement of a customer contract after redeploying assets for our partner.

Electricity gross profit (loss) improved by $110.4 million in the year ended December 31, 2024, as compared to the prior year period. The improvement for the period was predominantly driven by a $123.7 million impairment charge as a result of the PPA V Repowering, which commenced in the third quarter of fiscal year 2023, partially offset by the effect of repowering our PPA portfolios, which decreased electricity gross profit recognized in fiscal year 2024 by $12.2 million, as compared to the prior year period.

Operating Expenses

		Years EndedDecember 31,	Change
			2024		2023		Amount		%
			2025		2024		Amount		%
	(dollars in thousands)
Research and development			$	~~148~~185,~~629~~993	$	~~155~~148,~~865~~629	$	(737,~~236)~~364	(425.6)1	%
Sales and marketing			68130,~~005~~228		8968,~~961~~005		~~(21~~62,~~956)~~223		~~(24~~91.4)5	%
General and administrative			~~165~~198,~~105~~377		~~160~~165,~~875~~105		433,~~230~~272		220.62	%
Total operating expenses			$	~~381~~514,~~739~~598	$	~~406~~381,~~701~~739	$	~~(24~~132,~~962)~~859	(634.1)8	%

Total Operating Expenses

Total operating expenses ~~decreased~~increased by $25132.09 million infor the year ended December 31, ~~2024~~2025, as compared to the prior year period. This ~~decrease~~increase was primarily attributable to the following factors: (1) aemployee ~~decrease~~compensation inand ~~consulting~~benefits, ~~advisory~~which ~~and~~increased ~~other~~by ~~professional services costs of~~ $889.89 million, ~~(2)~~largely adue ~~decrease~~to inhigher ~~office~~stock-based ~~expenses~~compensation ofand ~~$8.5~~variable ~~million~~compensation expenses, (32) aconsulting, ~~decrease~~advisory, ~~in consumable laboratory supplies~~ and ~~other~~professional ~~laboratory~~services ~~related~~ costs ~~of $8.0 million~~, ~~(4)~~which aincreased ~~decrease~~by ~~in employee compensation and benefits of~~ $427.62 million, ~~predominantly~~for asAI adata‑center ~~consequence~~power ofprograms, ~~the~~(3) ~~restructuring~~consumable ~~efforts~~laboratory insupplies ~~the~~and ~~second~~other ~~half~~lab-related ~~of fiscal year 2023~~costs, aswhich ~~well~~increased asby ~~the~~$12.7 ~~voluntary~~million, ~~resignation~~reflecting ofexpanded ~~certain~~research ofactivities, ~~our~~(4) ~~executives~~computer inequipment ~~the~~costs, ~~second~~which ~~half~~increased ofby ~~fiscal~~$6.0 ~~year 2023~~million, ~~partially~~primarily ~~offset~~due byto anincreased ~~increase~~spending inon ~~employee~~hardware ~~compensation~~and ~~for~~software ~~executive~~maintenance, ~~new~~(5) ~~hires~~travel and anentertainment ~~increase~~expenses inincreased ~~compensation~~by ~~expenses~~$3.2 ~~related~~million, due to ~~new~~higher ~~awards~~in-person toengagement ~~our~~and ~~Chief~~event ~~Executive Officer~~participation, and (56) adepreciation ~~decrease~~expenses, inwhich ~~facility~~increased ~~costs~~by of $32.62 million~~, primarily due to reduction in rent and utility costs~~. The ~~overall~~increase ~~decrease~~ was partially offset by an(i) ~~increase~~a decrease in ~~(1)~~other ~~depreciation~~operating expenses of $45.0 million, and (2ii) ~~computer~~a ~~equipment~~reduction ~~maintenance~~in office expenses of $3.27 million, ~~and~~predominantly ~~(3)~~related ~~other~~to ~~operating~~lower ~~expenses~~factoring ofand ~~$1.4~~financing ~~million~~fees.

Research and Development

Research and development expenses ~~decreased~~increased by $737.24 million infor ~~the~~ year ended December 31, ~~2024~~2025, as compared to the prior year period. ~~This~~The ~~overall~~increase ~~decrease~~ was primarily driven by: (1) aemployee ~~decrease~~compensation inand benefits, which increased by $24.2 million, largely due to higher stock-based compensation and variable compensation expenses, (2) consumable laboratory supplies and other ~~laboratory~~ lab-related costs, ofwhich increased by $712.93 million, asreflecting aexpanded ~~result~~research ofactivities, ~~our~~(3) ~~cost~~consulting, ~~reduction~~advisory, ~~efforts~~and ~~initiated~~professional inservices ~~fiscal~~costs, ~~year~~which ~~2023~~increased by $1.9 million, predominantly due to third‑party engineering, certification, and ~~(2)~~regulatory asupport ~~decrease~~for inscaling ~~employee~~our ~~compensation~~solid‑oxide platforms and ~~benefits~~for ofAI data‑center power programs, (4) computer equipment costs, which increased by $1.83 million, ~~predominantly~~primarily asdue ato ~~consequence~~increased ofspending ~~the~~on ~~restructuring~~hardware ~~efforts~~and software maintenance, and (5) an increase in ~~the~~travel ~~second~~and ~~half~~entertainment expenses of ~~fiscal~~$0.7 million for year ~~2023~~ended December 31, 2025, due to higher in-person engagement and event participation. The ~~decrease~~increase was partially offset by ana ~~increase~~decrease in ~~depreciation and amortization expenses and~~ other research and development expenses of $03.5 2 million ~~and~~for ~~$2.7~~year ~~million~~ended December 31, ~~respectively~~2025.

Sales and Marketing

Sales and marketing expenses ~~decreased~~increased by $2262.02 million infor the year ended December 31, ~~2024~~2025, as compared to the prior year period. The ~~decrease~~increase was primarily ~~driven~~attributable byto the following factors: (1) ~~a decrease in~~ employee compensation and benefits, ofwhich increased by $1330.28 million, ~~predominantly~~largely asdriven aby ~~consequence~~higher ofstock-based ~~the~~compensation ~~restructuring~~and ~~efforts~~variable incompensation ~~the~~expenses, ~~second~~(2) ~~half~~consulting, ofadvisory, ~~fiscal~~and ~~year~~professional ~~2023~~services costs, aswhich ~~well~~increased asby ~~the~~$27.0 ~~voluntary~~million, ~~resignation~~due ofto our ~~Executive~~efforts ~~Vice~~to ~~President~~continue ~~and~~to ~~Chief~~expand ~~Business~~our ~~Development~~portfolio ~~and~~of ~~Marketing~~AI ~~Officer~~data-center onpower ~~September 1~~programs, ~~2023,~~(3) office and ~~(2)~~other aexpenses, ~~decrease~~which inincreased ~~consulting~~by $1.8 million, ~~advisory~~primarily ~~and~~due ~~other~~to ~~professional~~higher ~~services~~subscription and software-related costs, ofand ~~$7.1~~(4) ~~million~~travel asand aentertainment ~~result~~expenses, ofwhich ~~our~~increased ~~cost~~by ~~reduction~~$1.7 ~~efforts~~million, ~~initiated~~due to higher in-person ~~fiscal~~engagement ~~year~~and ~~2023~~event participation.

Table of Contents Index to Financial Statements

General and Administrative

General and administrative expenses increased by $433.23 million infor the year ended December 31, ~~2024~~2025, as compared to the prior year period. ~~This~~The increase was primarily driven by: (1) ~~an increase in~~ employee compensation and benefits ~~of $10.3 million~~, ~~predominantly~~which ~~due~~increased to (i) stock-based compensation expenses recognized in the fourth quarter of fiscal year 2024 as a result of an equity grant to our Chief Executive Officer, and (ii) an increase in employee compensation for executive new hires, partially offset by an effect of the restructuring efforts in the second half of fiscal year 2023, as well as the voluntary resignation of certain of our executives in the second half of fiscal year 2023, (2) an increase in depreciation expenses of $335.~~5 million, and (3) an increase in computer equipment maintenance expenses of $3.1 million. The overall increase was partially offset by (1) a decrease in office expenses of $8.~~0 million, (2) a decrease in facility costs of $3.2 million, primarily due to reduction in rent and utility costs, (3) a decrease in (i) consulting, advisory and other professional services costs, (ii) travel and entertainment, and (iii) other operating expenses of $0.7 million, $0.4 million, and $0.4 million, respectively, as a result of our cost reduction efforts initiated in fiscal year 2023.


Table of Contents
Index to Financial Statements

million, primarily due to higher stock-based compensation expenses driven by new equity awards granted to our executives, including the Chief Executive Officer on December 18, 2024, as well as higher variable compensation expenses, (2) computer equipment costs, which increased by $4.4 million, driven by higher spending on hardware and software maintenance, (3) depreciation expenses, which increased by $1.9 million, and (4) travel and entertainment expenses, which increased by $0.7 million, due to higher in-person engagement and event participation. The increase for the year ended December 31, 2025, was partially offset by (i) a reduction in office expenses of $5.4 million, predominantly related to lower factoring and financing fees, (ii) a decrease in other general and administrative expenses of $2.1 million, and (iii) a decrease in consulting, advisory, and professional services costs of $1.6 million, reflecting lower external legal and related professional services.

Stock-Based Compensation

		Years EndedDecember 31,	Change
			2024		2023		Amount		%
			2025		2024		Amount		%
	(dollars in thousands)
Cost of revenue			$	1624,~~579~~103	$	1716,~~504~~579	$	~~(925)~~7,524	(545.3)4	%
Research and development			2232,~~150~~861		2722,~~620~~150		(510,~~470)~~711		~~(19~~48.8)4	%
Sales and marketing			1128,~~224~~342		1611,~~415~~224		(517,~~191)~~118		~~(31~~152.6)5	%
General and administrative			3359,~~042~~709		2533,~~556~~042		726,~~486~~667		2980.37	%
Total stock-based compensation			$	82145,~~995~~015	$	8782,~~095~~995	$	(462,~~100)~~020	(474.7)	%

Total stock-based compensation expense for the year ended December 31, ~~2024~~2025, ~~decreased~~increased by $462.10 million, as compared to the prior year period,. ~~and~~This ~~the~~increase ~~decrease~~ was ~~predominantly~~primarily ~~related~~attributable to aan ~~decrease~~increase inof stock-based compensation ~~costs~~ related to ~~the~~PSUs ~~2018~~and ~~ESPP~~RSUs of $955.60 million, ~~and~~an aincrease ~~decrease~~in of stock-based compensation costs related to ~~PSUs~~the ~~and~~2018 ~~RSUs~~ESPP of $13.19 million , ~~partially~~and ~~offset by~~ an increase of stock-based compensation costs related to stock options of $2.81 million~~; the remaining $3~~.8 ~~million of the overall decrease includes capitalized stock-based compensation expenses and stock-based compensation cash component.~~ The ~~decrease~~increase was ~~primarily~~predominantly driven by (1) ~~the~~new ~~separation of full-time employees holding equity~~ awards asfor aour ~~result~~CEO ofgranted ~~the~~on ~~restructuring~~December in18, ~~the second half of fiscal year 2023~~2024, (2) ~~the~~increase ~~change~~ in ~~the~~a ~~mix~~number of ~~award~~granted ~~types,~~RSUs ~~(3)~~provided ~~a decrease in contributions~~ to ~~2018~~all ~~ESPP,~~employees ~~and (4) the voluntary resignation~~ of ~~certain executives, including~~ the ~~former~~Company ~~CFO,~~starting in fiscal ~~years 2023 and 2024. The decrease was partially offset by (1) stock-based compensation expenses recognized in the fourth quarter of fiscal~~ year ~~2024 as a result of a grant to our Chief Executive Officer~~2025, (23) ~~stock-based~~an ~~compensation~~increase ~~expenses related to granted RSUs, PSUs and the stock option awards (the “2024 Executive Awards”)~~ in ~~March,~~Bloom’s ~~May~~share ~~and August 2024~~price, and (34) ~~stock-based~~an ~~compensation~~increase ~~expense~~in ~~related~~contributions to ~~granted~~2018 ~~awards to new executive hires~~ESPP.

Other Income and Expense

	Years EndedDecember 31,					Change
		2024			2023
		2025			2024
			(dollars in thousands)
Interest income			$	2534,~~342~~070		$	1925,~~885~~342	$	58,~~457~~728
Interest expense			(6253,~~636~~888)			(~~108~~62,~~299~~636)		458,~~663~~748
Other income (expense), net			15,904			(2,793)		18,697
Equity in loss of unconsolidated affiliates			(40,421)			—		(40,421)
Loss on extinguishment of debt			(27,182)			(4,288)		(22,894)
Other income (expense), net			2,151			15,904		(13,753)
Loss on revaluation of embedded derivatives			(694)			(1,641)		947
Loss on extinguishment of debt			(32,340)			(27,182)		(5,158)
Total			$	(49,266)		$	(97,136)	$	47,870
Debt conversion inducement expense			(66,241)			—		(66,241)
Loss on revaluation of embedded derivatives			(537)			(694)		157
Total			$	(157,206)		$	(49,266)	$	(107,940)

Table of Contents Index to Financial Statements

Interest Income

Interest income iscomes ~~derived~~ from investment earnings on our cash balances, ~~primarily~~mainly ~~from~~in money market funds. ~~The~~For ~~increase~~the inyear ~~interest~~ended ~~income~~December 31, of2025, it increased by $58.57 million ~~for~~compared to the previous year, ~~ended~~largely ~~December 31,~~due ~~2024,~~to ~~was~~refinancing ~~primarily~~debt ~~due~~to a 0% coupon to an2030, ~~increase~~which inadded $1.4 billion to average cash ~~balance~~balances in our money market funds ~~for~~during the ~~respective~~ period~~, as compared to the prior year period~~.

Interest Expense

Interest expense ~~for~~is ~~the year ended December 31, 2024, decreased by $45.7 million, as compared to the prior year period. The decrease was~~ primarily ~~as a result of the redemption on June 1, 2023, of the 10.25% Senior Secured Notes~~ due ~~March~~to ~~2027,~~our ~~the~~debt ~~repayment~~held ofby ~~the~~third ~~3.04%~~parties ~~Senior Secured Notes due June 2031, on August 24, 2023,~~ and ~~the partial repurchase of the 2.5% Green Notes, on May 29, 2024. The decrease was partially offset by an increase in~~ interest expense related to ~~the~~managed 3%services ~~Green Notes due June 2028, and the 3% Green Notes due June 2029, issued on May 16, 2023, and May 29, 2024, respectively~~agreements.

~~Other~~ ~~income (expense), net~~72

~~Other~~Table ~~income~~of ~~(expense),~~Contents ~~net~~Index is primarily derived from net gain (loss) on failed sale-and-leaseback transactions and foreign currency transactions. Other income (expense), net for the year ended December 31, 2024, improved by $18.7 million, as compared to ~~the~~Financial prior year period, primarily as a result of a $17.4 million net gain on failed sale-and-leaseback transactions in the fiscal year 2024 and an increase in loss from foreign currency transactions of $2.7 million.Statements

~~For~~Interest ~~additional~~expense ~~information~~decreased ~~regarding~~by approximately $8.7 million for the ~~failed~~year ~~sale-~~ended December 31, 2025, compared to the prior year period. The decrease was primarily driven by lower interest expense of $9.8 million associated with our managed services agreements. The reduction for the year ended December 31, 2025, was partially offset by higher interest expense of $0.9 million related to our debt. Following the refinancing of our debt through the issuance of 0% Notes and~~-leaseback~~ ~~transactions~~the induced conversion of a significant portion of the Existing Notes, ~~please~~we ~~see~~also realized a reduction in overall interest expense (refer to Part II, Item 8, ~~Financial~~Note ~~Statements~~8—Outstanding Loans and ~~Supplementary~~Security ~~Data~~Agreements, ~~Note~~section 10Induced —Conversions ~~Portfolio~~of ~~Financings~~the Existing Notes in this Annual Report on Form 10-K).

Equity in Loss of Unconsolidated Affiliates

During the year ended December 31, 2025, the Company and Brookfield entered into joint venture structures. Brookfield is considered the principal owner, and accounts for the JVs on a consolidated basis. For the year ended December 31, 2025, Equity in loss of unconsolidated affiliates reflects (i) the ASC 323 elimination of intra‑entity profit on sales to joint ventures formed with Brookfield—deferred and recognized over the assets’ depreciable lives—and (ii) the Company’s equity pickup of those joint ventures’ net results. For details, refer to Part II, Item 8, Note 7—Investments in Unconsolidated Affiliates in this Annual Report on Form 10-K.

Other Income (Expense), Net

Other income (expense), net for the year ended December 31, 2025, worsened by $13.8 million, compared to the prior year period, primarily as a result of a $18.4 million reduction of other income related to managed services transactions, partially offset by a decrease in loss from foreign currency transactions of $4.8 million.

Loss on Extinguishment of Debt

Loss on extinguishment of debt for the year ended December 31, 2025, was $32.3 million, which was recognized as a result of the Debt Exchange transaction settled in May, 2025 (refer to Part II, Item 8, Note 8—Outstanding Loans and Security Agreements, section Convertible Senior Notes Debt Exchange in this Annual Report on Form 10-K).

Loss on extinguishment of debt for the year ended December 31, 2024, was $27.2 million, which was recognized as a result of a partial repurchase on May 29, 2024, of the 2.5% Green Notes, and consisted of repayment of the 22.6% premium of $26.0 million and the write off of $1.2 million in debt issuance costs.

~~Loss~~Debt onConversion ~~extinguishment~~Inducement of debt for the year ended December 31, 2023, was $4.3 million, which was recognized as a result of the redemption on June 1, 2023, of the 10.25% Senior Secured Notes due March 2027, and the repayment on August 24, 2023, of the 3.04% Senior Secured Notes due June 2031 as part of the PPA V Repowering, and included the repayment of the 4% premium upon redemption of the 10.25% Senior Secured Notes due March 2027 of $2.3 million and derecognition of debt issuance costs of $2.0 million.Expense

~~Loss~~Debt onconversion ~~revaluation~~inducement expense for the year ended December 31, 2025, was $66.2 million, which was recognized as a result of ~~embedded~~the ~~derivatives~~induced conversion of the Existing Notes in November 2025 (refer to Part II, Item 8, Note 8—Outstanding Loans and Security Agreements, section Induced Conversions of the Existing Notes in this Annual Report on Form 10-K).

(Loss) ~~gain~~ on ~~revaluation~~Revaluation of ~~embedded~~Embedded derivatives is derived from the change in fair value of our sales contracts of embedded EPP derivatives valued using historical grid prices and available forecasts of future electricity prices to estimate future electricity prices. (Loss) gain on revaluation of embedded derivatives for the year ended December 31, 2024, as compared to the prior year period, was immaterial.Derivatives

Loss on revaluation of embedded derivatives is derived from the change in fair value of our sales contracts of embedded EPP derivatives valued using historical grid prices and available forecasts of future electricity prices to estimate future electricity prices. Change in loss on revaluation of embedded derivatives for the year ended December 31, 2025, compared to the prior year period, was immaterial.

Provision for Income Taxes

	Years EndedDecember 31,	Change
		2024		2023		Amount		%
		2025		2024		Amount		%
		(dollars in thousands)
Income tax provision		$	~~846~~2,736	$	~~1,894~~846	$	(1,~~048)~~890	~~(55~~223.3)4	%

Income tax provision consists primarily of income taxes in foreign jurisdictions in which we conduct business. We maintain a full valuation allowance for domestic deferred tax assets, including net operating loss and certain tax credit carryforwards. The income tax provision for the year ended December 31, ~~2024~~2025, decreased by $1.09 million, as compared to the prior year period. The change was primarily due to fluctuations in the effective tax rate on income earned by international entities.

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Net Income ~~(Loss)~~ Attributable to Noncontrolling Interests ~~and Redeemable Noncontrolling Interests~~

	Years EndedDecember 31,	Change
		2024		2023		Amount		%
		2025		2024		Amount		%
		(dollars in thousands)
Net income (loss) attributable to noncontrolling interests		$	2,024	$	(5,821)	$	7,845	(134.8)	%
Net income attributable to noncontrolling interests		$	1,294	$	2,024	$	(730)	(36.1)	%

Net income ~~(loss)~~ attributable to noncontrolling interests is the result of allocating profits and losses to noncontrolling interests under the hypothetical liquidation at book value (“HLBV”) method. HLBV is a balance sheet-oriented approach for applying the equity method of accounting when there is a complex structure~~, such as the flip structure of the PPA Entities as discussed below~~.

Net income ~~(loss)~~ attributable to noncontrolling interests for the year ended December 31, ~~2024~~2025, asdecreased ~~compared to the prior year period, improved~~ by $70.87 million, ~~due~~compared to athe ~~$6.9~~same ~~million~~period ~~decrease~~ in ~~losses~~the ~~attributable~~prior ~~to PPA V~~year, ~~which~~primarily ~~was~~reflecting ~~sold~~changes in ~~the~~income ~~third~~allocated ~~quarter~~to ofour ~~fiscal~~noncontrolling ~~year~~interest ~~2023, and an $0.9 million increase~~ in ~~income~~the ~~related to~~ Korean JV, ~~which is allocated to~~ our ~~noncontrolling~~consolidated ~~interest~~VIE.

Critical Accounting Estimates

The consolidated financial statements have been prepared in accordance with generally accepted accounting principles as applied in the U.S. (“U.S. GAAP”). The preparation of the consolidated financial statements requires us to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues, costs and expenses and related disclosures. Our discussion and analysis of our financial results under Results of Operations above are based on our audited results of operations, which we have prepared in accordance with U.S. GAAP. In preparing these consolidated financial statements, we make assumptions, judgments and estimates that can affect the reported amounts of assets, liabilities, revenues and expenses, and net income. On an ongoing basis, we base our estimates on historical experience, as appropriate, and on various other assumptions that we believe to be reasonable under the circumstances. Changes in the accounting estimates are representative of estimation uncertainty and are reasonably likely to occur from period to period. Accordingly, actual results could differ significantly from the estimates made by our management. We evaluate our estimates and assumptions on an ongoing basis. To the extent that there are material differences between these estimates and actual results, our future financial statement presentation, financial condition, results of operations and cash flows will be affected. We believe that the following critical accounting policies involve a greater degree of judgment and complexity than our other accounting policies. Accordingly, these are the policies we believe are the most critical to understanding and evaluating the consolidated financial condition and results of operations.

The accounting policies that most frequently require us to make assumptions, judgments and estimates, and therefore are critical to understanding our results of operations, include:

Revenue Recognition

We apply Accounting Standards Codification (“ASC”) Topic 606, Revenue from Contracts with Customers (“ASC 606”). We identify our contracts with customers, determine our performance obligations and the transaction price, and after allocating the transaction price to the performance obligations, we recognize revenue as we satisfy our performance obligations and transfer control of our products and services to our customers. Most of our contracts with customers contain performance obligations with a combination of our solutions. For these performance obligations, we allocate the total transaction price to each performance obligation based on the relative standalone selling price using a cost-plus margin approach.

We generally recognize product revenue from contracts with customers at the point that control is transferred to the customers. This occurs when we achieve customer acceptance and typically occurs upon transfer of control to our customers, which depending on the contract terms is when the product is shipped and delivered to our customers, when the product is shipped and delivered and is physically ready for startup and commissioning (“Mechanical Completion”), or when the product is shipped and delivered and is turned on and operational (“COO”).

For certain installations, control of installations transfers to the customer over time, and the related revenue is recognized over time as the performance obligation is satisfied using the cost-to-total cost (percentage-of-completion) method. We use an input measure of progress to determine the amount of revenue to recognize during each reporting period when such revenue is recognized over time, based on the costs incurred to satisfy the performance obligation.

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~~input~~Service ~~measure~~revenue is recognized ratably over the contractual service term. Given our customers’ renewal history, we anticipate that most of ~~progress~~them will continue to ~~determine~~renew their maintenance services agreements each year for the ~~amount~~period of ~~revenue~~their expected use of Bloom products. The contractual renewal price may be less than the stand-alone selling price of the maintenance services and consequently the contract renewal option may provide the customer with a material right. We estimate the standalone selling price for customer renewal options that give rise to ~~recognize~~material ~~during~~rights ~~each~~using ~~reporting~~the practical alternative by reference to optional maintenance services renewal periods expected to be provided and the corresponding expected consideration for these services. This reflects the fact that our additional performance obligations in any contractual renewal period ~~when~~are ~~such~~consistent ~~revenue~~with isthe ~~recognized~~services ~~over~~provided ~~time~~under the standard first-year warranty. Where we have determined that a customer has a material right as a result of their contract renewal option, ~~based~~we onrecognize that portion of the ~~costs~~transaction ~~incurred~~price allocated to ~~satisfy~~the material right over the ~~performance~~period ~~obligation~~in which such rights are exercised.

Service revenue is recognized ratably over the term of the first or renewed one-year service period. Given our customers’ renewal history, we anticipate that most of them will continue to renew their maintenance services agreements each year for the period of their expected use of Bloom products. The contractual renewal price may be less than the stand-alone selling price of the maintenance services and consequently the contract renewal option may provide the customer with a material right. We estimate the standalone selling price for customer renewal options that give rise to material rights using the practical alternative by reference to optional maintenance services renewal periods expected to be provided and the corresponding expected consideration for these services. This reflects the fact that our additional performance obligations in any contractual renewal period are consistent with the services provided under the standard first-year warranty. Where we have determined that a customer has a material right as a result of their contract renewal option, we recognize that portion of the transaction price allocated to the material right over the period in which such rights are exercised.

Given that we typically sell our products with a maintenance service agreement and have not provided maintenance services to a customer who does not have use of our products, standalone selling prices are estimated using a cost-plus approach. Costs relating to Bloom products include all direct and indirect manufacturing costs, applicable overhead costs and costs for normal production inefficiencies (i.e., variances). We then apply a margin to the products which may vary with the size of the customer, geographic region and the scale of the products deployment. Costs relating to installation include all direct and indirect installation costs. The margin we apply reflects our profit objectives relating to installation. Costs for maintenance service arrangements are estimated over the life of the maintenance contracts and include estimated future service costs and future material costs. Material costs over the period of the service arrangement are impacted significantly by the longevity of the fuel cells themselves. After considering the total service costs, we apply a lower margin to our service costs than to our products as it best reflects our long-term service margin expectations and comparable historical industry service margins. As a result, our estimate of our selling price is driven primarily by our expected margin on both the products and the maintenance service agreements based on their respective costs or, in the case of maintenance service agreements, the estimated costs to be incurred.

The total transaction price is determined based on the total consideration specified in the contract, including variable consideration in the form of (i) contract price adjustments related to (a) the domestic content bonus tax credit under the IRA, (b) project delays, (c) liquidated damages, etc., and (ii) a performance guaranty payment that represents potential amounts payable to customers. Variable consideration related to contract price adjustments is estimated using the most likely amount method based on our assessment of meeting the domestic content criteria. The expected value method is generally used when estimating variable consideration related to a performance guaranty payment, which typically reduces the total transaction price due to the nature of the performance obligations to which the variable consideration relates. These estimates reflect our historical experience and current contractual requirements which cap the maximum amount that may be paid. The expected value method requires judgment and considers multiple factors that may vary over time depending upon the unique facts and circumstances related to each performance obligation. Depending on the facts and circumstances, a change in variable consideration estimate will either be accounted for at the contract level or using the portfolio method.

For successful sales-and-leaseback arrangements, we recognize product and installation revenue upon meeting criteria, demonstrating we have transferred control to the customer (the Buyer-Lessor). When control of the Energy Server systems is transferred to the financier, and we determine the leaseback qualifies as an operating lease in accordance with ASC 842, Leases (“ASC 842”), we record an operating lease ROU asset and an operating lease liability, and recognize revenue based on the fair value of the Energy Server systems with an allocation to product revenue and installations revenue based on the relative standalone selling prices. We recognize as financing obligations any proceeds received to finance our ongoing costs to operate the Energy Server systems.

Valuation of Assets and Liabilities of the SK ecoplant Strategic Investment

On March 20, 2023, the Company amended its SPA (the “Amended SPA”) with SK ecoplant and simultaneously entered into the Loan Agreement (collectively “the Agreements”). On March 23, 2023, pursuant to the Amended SPA, we issued and sold to SK ecoplant shares of non-voting Series B RCPS. The Amended SPA triggered the modification of the equity-classified forward contract on Class A common stock, which resulted in the derecognition of the pre-modified fair value of the forward contract given to SK ecoplant. The Series B RCPS was accounted for as a stock award with liability and equity components. The liability component of the Series B RCPS was recognized at the redemption value net of issuance costs, and the equity component was recognized at its fair value on March 20, 2023, and represented the option of SK ecoplant to convert the Series B RCPS to Class A common stock (the “Conversion Option”). Pursuant to the Loan Agreement we had the option to draw on a loan from SK ecoplant, should SK ecoplant have sent a redemption notice to us under the Amended SPA. The Agreements provided us with a loan commitment asset from SK ecoplant.

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The liability component of the Series B RCPS, the Conversion Option, and the loan commitment asset were accounted for under the guidance of Topic 718, Compensation – Stock Compensation (“ASC 718”), and applicable subsections of ASC 480, Distinguishing Liabilities from Equity (“ASC 480”). We used third-party valuation experts to provide us with (i) the pre-modified fair value of the forward contract given to SK ecoplant, (ii) the fair value of the issued Series B RCPS equity component, and (iii) the fair value of the loan commitment asset from SK ecoplant.

Pre-modified forward contract. We valued the forward contract as the difference between (i) our Class A common stock trading price adjusted by a discount for lack of marketability (“DLOM”) as of the date of Amended SPA (the “Valuation Date”) and (ii) the present value of the strike price, with further reduction associated with the expected outcome of the Second Tranche Closing.

Series B RCPS equity component (the Conversion Option). We valued the conversion feature of the Series B RCPS as a European-type call option under the guidance of ASC 718 by applying the Black-Scholes valuation model using inputs of the strike price, maturity, risk-free rate, and volatility. In addition, DLOM was applied to the Class A common stock price.

Loan commitment asset from SK ecoplant. We concluded that the loan commitment was a freestanding financial instrument as of the Valuation Date. We valued the loan commitment asset based on the difference between the present value of cash flows associated with a loan with a market-participant based interest rate (i.e., the rate for which the value of the hypothetical loan agreement equals the face value of the Loan Agreement) and the cash flows associated with the loan committed to by SK ecoplant, and applied a redemption probability to the difference. The Series B RCPS redemption probability was obtained from a lattice model used to value the Series B preferred stock. As of September 30, 2023, the loan commitment asset from SK ecoplant was derecognized as a result of automatic conversion of all shares of the Series B RCPS into shares of our Class A common stock.

We determined our final estimates of fair values based on internal reviews and in consideration of the estimates received. The objective of the fair value measurement of our estimate was to represent the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. We determined the reasonableness of our valuation methodology and underlying assumptions and reviewed the mathematical accuracy of the calculations before recording in our consolidated statements of operations and consolidated balance sheets.

For additional details about the transaction with SK ecoplant, please refer to Part II, Item 8, Note 17 — SK ecoplant Strategic Investment.

Modification of Performance-Based Stock Unit Awards

On December 18, 2024, the board of directors of the Company cancelled 1,150,000 Performance-Based Stock Unit (“PSU”) awards from the equity package the Chief Executive Officer (the “CEO”) received on May 12, 2021 (the “2021 PSU awards”), accompanied by the concurrent grant of replacement awards (the “Replacement Awards”) consisting of: (i) 1,500,000 PSU awards and (ii) 500,000 Restricted Stock Unit (“RSU”) awards (together, the “2025 Equity Package”), and (iii) a one-time award of 600,000 PSU awards (the “One-Time Grant”). The cancellation of the 2021 PSUs accompanied by the concurrent grant of the Replacement Awards was accounted for as a modification of the terms of the cancelled award according to ASC 718. On December 18, 2024, the Company recognized incremental compensation cost of $42.4 million measured as the excess of the fair value of the Replacement Awards over the fair value of the cancelled awards immediately before the terms were modified. This incremental compensation cost, along with the remaining unamortized original expense of the 2021 PSU awards of $2.3 million, will be recognized over the period from the modification date through the end of the requisite service period of the Replacement Awards of approximately 3 years.

The Company has engaged a third-party valuation expert to provide us with the fair value of the 2021 PSU awards under the original terms of the award in order to determine the incremental expense associated with issuing the Replacement Awards. To determine the pre-modification fair value of the 2021 PSU awards, a Monte Carlo simulation technique was used with the following assumptions: (i) valuation date of December 18, 2024, (ii) valuation date stock price of $23.46 per share of our Class A common stock, (iii) simulation term of 5.4 years, (iv) expected volatility of 93.83%, (v) risk-free interest rate of 4.36%, and (vi) no expected dividend yield. In order to allow for the impact of the post-vesting restrictions, represented by a two-year holding period, on the fair value of the 2021 PSU awards immediately before modification, the third-party valuation expert estimated the magnitude of the discount for illiquid awards of 10% using a Finnerty Method.

The cancellation of the 2021 PSU awards on December 18, 2024, was considered a Type I modification because the 2021 PSU awards were expected to vest under both the original award terms and the terms of the Replacement Awards.

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Income Taxes

We account for income taxes using the liability method under ASC 740, Income Taxes (“ASC 740”). Under this method, deferred tax assets and liabilities are determined based on net operating loss carryforwards, research and development credit carryforwards and temporary differences resulting from the different treatment of items for tax and financial reporting purposes. Deferred items are measured using the enacted tax rates and laws that are expected to be in effect when the differences reverse. We must assess the likelihood that deferred tax assets will be recovered as deductions from future taxable income. This determination is based on expected future results and the future reversals of existing taxable temporary differences. Furthermore, uncertain tax positions are evaluated by management and amounts are recorded when it is more likely than not that the position will be sustained upon examination, including resolution of any related appeals or litigation processes, based on the technical merits. Significant ~~judgement~~judgment is required throughout management’s process in evaluating each uncertain tax position including future taxable income expectations and tax-planning strategies to determine whether the more likely than not recognition threshold has been met. We have provided a full valuation allowance on our domestic deferred tax assets because we believe it is more likely than not that our deferred tax assets will not be realized.


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recognition threshold has been met. We have provided a full valuation allowance on our domestic deferred tax assets because we believe it is more likely than not that our deferred tax assets will not be realized.

Principles of Consolidation

Our consolidated financial statements include the operations of our subsidiaries in which we have a controlling financial interest. In addition, we have joint ventures with Brookfield under the financing structure where we do not have a controlling financial interest and are not the primary beneficiary. These entities are accounted for under the equity method of accounting. We use a qualitative approach in assessing the consolidation requirements for our VIEs. This approach focuses on determining whether we have the power to direct those activities that significantly affect their economic performance and whether we have the obligation to absorb losses, or the right to receive benefits that could potentially be significant to the VIEs. The consideration for VIE consolidation is a complex analysis that requires us to determine whether we are the primary beneficiary and therefore have the power to direct activities which are most significant to the VIEs.

ITEM 7A — QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

We are exposed to market risks as part of our ongoing business operations, primarily from exposure to changes in interest rates and in foreign currency.

Interest Rate Risk

We are exposed to interest rate risk primarily in relation to our outstanding debt obligations. As of December 31, ~~2024~~2025, we had three outstanding convertible notes,: ~~each~~two bearing a fixed-rate coupons and one structured as a zero-coupon instrument (please see Part II, Item 8, Note 7 8— Outstanding Loans and Security Agreements). As a result, our interest expense is not directly affected by fluctuations in market interest rates. However, changes in market interest rates could affect the fair value of our convertible notes. Generally, an increase in market interest rates may result in a decline in the market value of fixed-rate debt securities, while a decrease in market interest rates may increase their market value.

While our fixed-rate debt structure provides stability in interest expense, we may be exposed to interest rate risk if we seek to refinance or issue new debt in the future. If interest rates increase, any future borrowings could carry higher costs, which may negatively impact our financial condition and results of operations.

We regularly monitor market conditions and our capital structure to evaluate potential risks and opportunities related to interest rate movements. However, we do not currently engage in hedging activities to mitigate interest rate risk, as our exposure remains limited due to our fixed-rate debt obligations.

Our cash and cash equivalents are primarily invested in interest-bearing accounts and money market funds. The risk associated with fluctuating interest rates is primarily limited to the yield we make on these investments. Due to the short-term investment nature of our cash and cash equivalents, we believe that we do not have material financial statement exposure to changes in fair value as a result of changes in interest rates. Since we believe we can liquidate substantially all of our short-term investment portfolio, we do not expect our operating results or cash flows to be materially affected to any significant degree by a sudden change in market interest rates on

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