UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

___________________________________________

FORM 8-K

______________________

CURRENT REPORT

Pursuant to Section 13 orOR 15(d)

of the Securities Exchange Act of 1934

Date of ~~Report~~report (Date of earliest event reported): July 9, 2026

~~June 15, 2026~~___________________________________________

BLOOM ENERGY CORPORATION

(Exact ~~Name~~name of ~~Registrant~~registrant as ~~Specified~~specified in its ~~Charter~~charter)

Delaware		001-38598		77-0565408
(State or Other Jurisdictionof Incorporation)		(CommissionFile Number)		(I.R.S. EmployerIdentification Number)

001-38598

~~4353~~(Commission ~~North~~File ~~First Street,~~Number)

~~San Jose, California~~___________________________________________

95134


Delaware			77-0565408
(State or other jurisdiction of incorporation)			(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)

Not Applicable
(Former name or former address, if changed since last report)

~~(Address of principal executive offices, including zip code)~~___________________________________________

408 543-1500

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ ¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ ¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ ¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ ¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

~~TradingSymbol~~

~~Name of each exchangeon which registered~~

TradingSymbol(s)

Name of each exchangeon which registered

Common Stock, $0.0001 par value

~~New York Stock Exchange~~

New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

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. ¨ ☐

Item 57.0201. Regulation ~~Departure~~FD ~~of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers~~Disclosure.

~~Background~~On July 8, 2026, a report was published by Hunterbrook Media LLC, an outlet that has disclosed it may hold positions that would profit from a decline in Bloom Energy’s stock price (the “Report”).

Bloom Energy ~~Corporation~~categorically ~~(“Bloom”~~rejects orthe Report’s claims regarding the “Company”)’s ~~develops~~financial results and ~~manufactures~~accounting. aThose ~~solid~~claims ~~oxide~~are ~~fuel~~false ~~cell~~and ~~platform~~misleading. ~~that~~We ~~provides~~stand ~~resilient,~~behind ~~reliable~~the accuracy and ~~clean~~integrity ~~distributed~~of ~~power.~~our ~~Bloom~~audited ~~was~~financial ~~founded~~statements and financial reporting, and we refer investors to the disclosures in ~~2001~~our bymost ~~Dr. KR~~recent ~~Sridhar,~~Forms 10-K and 10-Q filed with the ~~Company’s~~U.S. ~~Chief~~Securities ~~Executive~~and ~~Officer~~Exchange Commission.

~~Recent~~As ~~explosive~~to ~~growth~~the inclaims ~~demand~~regarding ~~for~~scandium ~~highly~~oxide ~~reliable~~in ~~power~~the ~~has~~Report, ~~strained~~we ~~conventional~~reject ~~centralized~~the ~~power models~~conclusions. InWe ~~response~~have tosufficient ~~grid~~supply ~~constraints~~of ~~and~~scandium ~~the~~oxide ~~need~~to ~~for~~meet ~~schedule~~our ~~certainty,~~current ~~customers~~fuel ~~are~~cell ~~increasingly~~demand ~~turning~~and tobacklog, ~~on-site~~ and ~~islanded~~our ~~power~~supply ~~solutions—the~~is ~~market~~not ~~Dr. Sridhar~~dependent ~~designed~~on ~~Bloom’s~~China. ~~fuel~~We ~~cell~~are ~~platform~~also tonot ~~serve.~~dependent ~~Under~~on ~~Dr. Sridhar’s~~China ~~leadership,~~to ~~the~~scale ~~Company~~scandium ~~has~~oxide ~~continued~~ to ~~drive~~meet ~~technical~~future ~~and~~demand ~~operational~~growth. ~~innovation~~We ~~and~~have isclear ~~executing~~visibility oninto aour ~~strategy~~supply ~~for~~chain ~~its~~to ~~fuel~~support ~~cell~~production ~~technology~~of to25GW ~~become~~of afuel ~~standard~~cells ~~architecture~~per ~~for~~year, ~~on-site~~and ~~power~~we inwill ~~next~~continue ~~generation,~~to ~~power~~expand ~~intensive~~this ~~industries~~capacity. For ~~perspective~~more details, ~~Bloom~~please ~~Energy’s~~see ~~market-capitalization~~our ~~value~~blog ~~grew~~post ~~from~~“Demystifying ~~approximately~~Scandium ~~$5b~~Oxide: asWhy ofIt ~~December 31,~~Matters ~~2024~~in toBloom ~~approximately~~Fuel ~~$79b~~Cells” ason ofour ~~June 15,~~website ~~2026~~at www.bloomenergy.com.

Performance Grant

On June 15, 2026, the Board of Directors of the Company (the “Board”) approved a grant of performance-based restricted stock units (“PSUs”) in respect of 271,076 shares of common stock of the Company at the target level (the “2026 Award”) under the Company’s 2018 Equity Incentive Plan to Dr. Sridhar. The grant of the 2026 Award was based on the recommendation of the Compensation and Organizational Development Committee of the Board (the “Compensation Committee”) and following consultation with Meridian Compensation Partners, an independent compensation consultant retained by the Compensation Committee.

The 2026 Award is designed to retain Dr. Sridhar and align his long-term incentives with the Company’s strategic priorities during this period of significant growth and transformation in the energy industry. In approving the 2026 Award, the Board considered, among other factors, Dr. Sridhar’s exceptional leadership, technical vision, operating rigor and proven ability to anticipate and respond to evolving market dynamics. The Board also considered the critical importance of sustained leadership continuity as the Company executes its next phase of growth and stockholder feedback emphasizing the need to retain Dr. Sridhar as Chief Executive Officer beyond 2027, when his previous equity award from 2024 will vest.

Vesting of the 2026 Award is conditioned on the achievement of objective total revenue targets, measured based on the four consecutive fiscal quarters within the period beginning July 1, 2026 and ending December 31, 2029, during which the Company’s aggregate total revenue is highest. The number of PSUs subject to vest based on such achievement may be adjusted upward or downward based on the Company’s non-GAAP product gross margin in fiscal year 2029, further reinforcing a focus on both growth and profitability. Dr. Sridhar is eligible to earn up to 300% of the target number of PSUs under the 2026 Award. The Board determined that these rigorous performance criteria properly align with the Company’s strategic priority to secure product adoption, drive significant revenue scale, expand margins, and strengthen its competitive position as a leader in distributed energy solutions.

Vesting is also subject to Dr. Sridhar’s continuous leadership of the Company through December 31, 2029, subject to limited exceptions. Moreover, in general, Dr. Sridhar must hold the net shares delivered from the vesting of the 2026 Award until December 31, 2031, further aligning his long-term interests with those of the Company’s stockholders.

In approving the 2026 Award, the Board further considered the performance-based equity award granted in 2024 (the “2024 Award”), based on the achievement of annual performance goals in each of fiscal years 2025, 2026 and 2027, measured based on a combination of product revenue growth and non-GAAP product gross margin. The Board noted that these metrics differ from those under the 2026 Award, which is primarily based on aggregate total revenue over a multi-year measurement period, and that the two awards are designed to drive sustained performance across distinct but complementary measures. The Board also noted that the 2024 Award established challenging targets at the time of grant and that the Company’s recent performance has exceeded those expectations. In light of this outperformance and the expanded and evolving market opportunity it created for the Company, the Board determined that a new award with additional rigorous performance requirements was appropriate to incentivize continued strong execution and further align pay with stockholder value creation.

Item 9.01. Financial Statements and Exhibits

Exhibit No.		Description of Exhibit
10.1		Form of Performance Stock Unit Award Agreement under Bloom Energy’s 2018 Equity Incentive Plan (without Exhibit A)
104		Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the ~~Registrant~~registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

SIGNATURES BLOOM ENERGY CORPORATION (Registrant)

BLOOM ENERGY CORPORATION

By:

/s/ Shawn Soderberg

Date:

July 9, 2026

By:

/s/ Shawn Soderberg

Name:

Shawn Soderberg

Title:

Chief Legal Officer and Corporate Secretary

Date:

June 17, 2026

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