UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

________________________________________________________________________

FORM 10-Q

(Mark One)
þ			QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 2025
For the quarterly period ended September 30, 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

________________________________________________________________________

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 is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ¨ No þ

The number of shares of the registrant’s common stock outstanding as of ~~July~~October 2822, 2025, was as follows:

Class A Common Stock, $0.0001 par value, ~~233~~236,~~997~~510,~~970~~755 shares

Bloom Energy Corporation

Quarterly Report on Form 10-Q for the Three and ~~Six~~Nine Months Ended ~~June~~September 30, 2025

Table of Contents

			Page
PART I — FINANCIAL INFORMATION
Item 1 — Financial Statements (unaudited)			3
Condensed Consolidated Balance Sheets			3
Condensed Consolidated Statements of Operations			4
Condensed Consolidated Statements of Comprehensive Loss			5
Condensed Consolidated Statements of Changes in Stockholders’ Equity			6
Condensed Consolidated Statements of Cash Flows			8
Notes to Unaudited Condensed Consolidated Financial Statements			9
Item 2 — Management’s Discussion and Analysis of Financial Condition and Results of Operations			3233
Item 3 — Quantitative and Qualitative Disclosures About Market Risk			4849
Item 4 — Controls and Procedures			4849
PART II — OTHER INFORMATION
Item 1 — Legal Proceedings			4950
Item 1A — Risk Factors			4950
Item 2 — Unregistered Sales of Equity Securities and Use of Proceeds			51
Item 3 — Defaults Upon Senior Securities			51
Item 4 — Mine Safety Disclosures			5251
Item 5 — Other Information			5251
Item 6 — Exhibits			5352
Signatures			5453

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

PART I — FINANCIAL INFORMATION

ITEM 1 — FINANCIAL STATEMENTS

Bloom Energy Corporation

Condensed Consolidated Balance Sheets

(in thousands, except share data)

(unaudited)

	June 30,		December 31,
	September 30,		December 31,
	2025		2024
Assets
Current assets:
Cash and cash equivalents1	$	~~574~~595,~~764~~055	$	802,851
Restricted cash	18,~~128~~474		110,622
Accounts receivable, less allowance for credit losses of $119 as of June 30, 2025, and December 31, 20241, 2	467,038		335,841
Accounts receivable, less allowance for credit losses of $459 and $119 as of September 30, 2025, and December 31, 2024, respectively1, 2	411,653		335,841
Contract assets3	~~129~~258,~~798~~884		145,162
Inventories1	~~689~~704,~~963~~996		544,656
Deferred cost of revenue	3024,~~525~~091		58,792
Prepaid expenses and other current assets1, 4	4044,~~070~~743		46,203
Total current assets	12,~~933~~047,~~286~~896		2,044,127
Property, plant and equipment, net1	~~402~~400,~~880~~360		403,475
Operating lease right-of-use assets1, 5	117,280		122,489
Investments in unconsolidated affiliates14	5,939		—
Restricted cash	30,155		37,498
Operating lease right-of-use assets1, 5	112,677		122,489
Deferred cost of revenue	1,511		3,629
Restricted cash	23,486		37,498
Other long-term assets1, 6	45,310		46,136
Deferred cost of revenue	3,434		3,629
Total assets	$	2,530,422	$	2,657,354
Other long-term assets1, 6	44,407		46,136
Total assets	$	2,638,199	$	2,657,354
Liabilities and stockholders’ equity
Current liabilities:
Accounts payable1, 7	$	144,781	$	92,704
Accounts payable1	$	167,382	$	92,704
Accrued warranty8	11,993		16,559
Accrued warranty7	14,682		16,559
Accrued expenses and other current liabilities1, 9	116,619		138,450
Accrued expenses and other current liabilities1, 8	168,404		138,450
Deferred revenue and customer deposits10	59,964		243,314
Deferred revenue and customer deposits9	56,065		243,314
Operating lease liabilities1, 11	21,201		19,642
Operating lease liabilities1, 10	21,438		19,642
Financing obligations	2936,~~074~~556		11,704
Recourse debt	~~2,229~~—		114,385
Non-recourse debt1, 12	1,478		—
Non-recourse debt1	1,424		—
Total current liabilities	~~387~~465,~~339~~951		636,758
Deferred revenue and customer deposits1, 13	47,649		43,105
Deferred revenue and customer deposits11	32,254		43,105
Operating lease liabilities1, 14	117,452		124,523
Operating lease liabilities1, 12	112,188		124,523
Financing obligations	~~219~~209,~~894~~768		244,132
Recourse debt	1,~~126~~128,~~234~~043		1,010,350
Non-recourse debt1, 15	2,956		4,057
Non-recourse debt1, 13	2,849		4,057
Other long-term liabilities	9,~~468~~667		9,213
Total liabilities	1,~~910~~960,~~992~~720		2,072,138
Commitments and contingencies (Note 11)
Commitments and contingencies (Note 12)
Stockholders’ equity:
Common stock: $0.0001 par value; Class A shares — 600,000,000 shares authorized, and 233,661,168 shares and 229,142,474 shares issued and outstanding, and Class B shares — 470,092,742 shares authorized, and no shares issued and outstanding at June 30, 2025, and December 31, 2024, respectively	23		23
Common stock: $0.0001 par value; Class A shares — 600,000,000 shares authorized, and 236,356,829 shares and 229,142,474 shares issued and outstanding, and Class B shares — 470,092,742 shares authorized, and no shares issued and outstanding at September 30, 2025, and December 31, 2024, respectively	24		23
Additional paid-in capital	4,~~560~~642,~~346~~300		4,462,659
Accumulated other comprehensive loss	(~~806~~1,179)		(2,593)
Accumulated deficit	(3,~~964~~988,~~982~~075)		(3,897,618)
Total equity attributable to common stockholders	~~594~~653,~~581~~070		562,471
Noncontrolling interest	24,~~849~~409		22,745
Total stockholders’ equity	$	~~619~~677,~~430~~479	$	585,216
Total liabilities and stockholders’ equity	$	2,~~530~~638,~~422~~199	$	2,657,354

1 We have variable interest entity related to a joint venture in the Republic of Korea (see Note 1511 — SKRelated ~~ecoplant~~Party ~~Strategic~~Transactions ~~Investment~~in this Quarterly Report on Form 10-Q), which represents a portion of the consolidated balances recorded within these financial statement line items.

2 Including amounts from related parties of $9038.95 million and $93.5 million as of ~~June~~September 30, 2025, and as of December 31, 2024, respectively.

3 Including amounts from related parties of $88.2 million and $0.8 million as of ~~December~~September 3130, ~~2024.~~2025, ~~Related~~and ~~party balance~~ as of ~~June~~December 3031, ~~2025~~2024, ~~was inconsequential~~respectively.

4 Including ~~amounts~~amount from related parties of $1.~~0 million and $1.~~2 million as of ~~June~~December 3031, ~~2025,~~2024. ~~and~~There ~~December~~was no related party balance as of September 3130, ~~2024, respectively~~2025.

5 Including ~~amounts~~amount from related parties of $1.~~3 million and $1.~~4 million as of ~~June~~December 3031, ~~2025,~~2024. ~~and~~There ~~December~~was no related party balance as of September 3130, ~~2024, respectively~~2025.

6 Including ~~amounts~~amount from related parties of $8.~~7 million and $~~8.8 million as of ~~June~~December 3031, ~~2025,~~2024. ~~and~~There ~~December~~was no related party balance as of September 3130, ~~2024, respectively~~2025.

7 Including ~~amounts~~amount from related parties of $01.042 million as of ~~June~~December 3031, ~~2025~~2024. There ~~were~~was no related party ~~balances~~balance as of ~~December~~September 3130, ~~2024~~2025.

8 Including amounts from related parties of $1.3.5 million and $14.20 million as of ~~June~~September 30, 2025, and as of December 31, 2024, respectively.

9 Including ~~amounts~~amount from related parties of $78.59 million ~~and~~as $4of December 31, 2024.0 ~~million~~There was no related party balance as of ~~June~~September 30, 2025~~, and December 31, 2024, respectively~~.

10 Including ~~amounts~~amount from related parties of $50.64 million ~~and~~as $8of December 31, 2024.9 ~~million~~There was no related party balance as of ~~June~~September 30, 2025~~, and December 31, 2024, respectively~~.

11 Including ~~amounts~~amount from related parties of $03.53 million ~~and~~as $0of December 31, 2024.4 ~~million~~There was no related party balance as of ~~June~~September 30, 2025~~, and December 31, 2024, respectively~~.

12 Including ~~amounts~~amount from related parties of $1.50 million as of ~~June~~December 3031, ~~2025~~2024. There ~~were~~was no related party ~~balances~~balance as of ~~December~~September 3130, ~~2024~~2025.

13 Including ~~amounts~~amount from related parties of $24.51 million ~~and~~as $3of December 31, 2024.3 ~~million~~There was no related party balance as of ~~June~~September 30, 2025~~, and December 31, 2024, respectively~~.

14 ~~Including~~Represent ~~amounts~~related ~~from~~party ~~related~~investments ~~parties~~in ofFund ~~$0.8~~JVs ~~million~~(see ~~and~~Note ~~$1.0~~7 ~~million~~— asInvestments ofin ~~June 30,~~Unconsolidated ~~2025,~~Affiliates ~~and~~in ~~December 31,~~this ~~2024,~~Quarterly ~~respectively~~Report on Form 10-Q).

15 Including amounts from related parties of $3.0 million and $4.1 million as of June 30, 2025, and December 31, 2024, respectively.

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

Bloom Energy Corporation

Condensed Consolidated Statements of Operations

(in thousands, except per share data)

(unaudited)

	Three Months Ended				~~Six~~Nine Months Ended
	June 30,				June 30,
	September 30,				September 30,
	2025		2024		2025		2024
Revenue:
Product	$	~~296~~384,~~611~~314	$	~~226~~233,~~308~~770	$	~~508~~892,~~480~~794	$	~~379~~613,~~672~~442
Installation	3765,~~372~~773		4232,~~733~~052		71136,~~023~~796		5486,~~177~~229
Service	5458,~~449~~607		5250,~~531~~761		~~107~~166,~~997~~604		~~108~~159,~~991~~752
Electricity	1210,~~810~~354		1413,~~195~~816		3950,~~763~~117		2842,~~225~~040
Total revenue1	~~401~~519,~~242~~048		~~335~~330,~~767~~399		~~727~~1,~~263~~246,311		~~571~~901,~~065~~463
Cost of revenue:
Product	~~198~~249,~~746~~794		~~161~~155,~~332~~124		~~338~~588,~~319~~113		~~277~~432,~~089~~213
Installation	3859,~~224~~921		4435,~~298~~688		71131,~~539~~460		5995,~~651~~339
Service	4951,~~408~~834		5251,~~401~~363		~~102~~154,~~266~~100		~~108~~160,~~907~~270
Electricity	75,~~741~~824		9,~~214~~490		1925,~~309~~133		1828,~~820~~310
Total cost of revenue2	~~294~~367,~~119~~373		~~267~~251,~~245~~665		~~531~~898,~~433~~806		~~464~~716,~~467~~132
Gross profit	~~107~~151,~~123~~675		6878,~~522~~734		~~195~~347,~~830~~505		~~106~~185,~~598~~331
Operating expenses:
Research and development	4048,~~768~~724		3736,~~364~~315		81130,~~380~~104		72109,~~849~~164
Sales and marketing	2441,~~066~~995		1714,~~901~~667		4688,~~331~~326		3146,~~500~~167
General and administrative3	4553,~~792~~110		3637,~~385~~403		90143,~~692~~802		74111,~~394~~797
Total operating expenses	~~110~~143,~~626~~829		9188,~~650~~385		~~218~~362,~~403~~232		~~178~~267,~~743~~128
Loss from operations	(3,503)		(23,128)		(22,573)		(72,145)
Income (loss) from operations	7,846		(9,651)		(14,727)		(81,797)
Interest income	65,~~623~~292		6,~~430~~456		1520,~~176~~468		1320,~~961~~417
Interest expense4	(14,~~440~~390)		(1516,~~376~~763)		(2843,~~851~~241)		(2946,~~922~~685)
Other income (expense), net	2,373		(985)		4,421		(2,155)
Equity in loss of unconsolidated affiliates5	(19,599)		—		(19,599)		—
Loss on extinguishment of debt	(32,340)		(27,182)		(32,340)		(27,182)
Other (expense) income, net	(1,362)		5,821		3,059		3,667
Gain (loss) on revaluation of embedded derivatives	112		(88)		9		70
Loss on extinguishment of debt	—		—		(32,340)		(27,182)
Loss before income taxes	(41,175)		(60,329)		(64,158)		(117,373)
Loss on revaluation of embedded derivatives	(411)		(386)		(402)		(316)
Income tax provision	1,017		856		1,448		355
Loss before income taxes	(22,624)		(14,523)		(86,782)		(131,896)
Net loss	(42,192)		(61,185)		(65,606)		(117,728)
Income tax provision	336		109		1,784		464
Less: Net income attributable to noncontrolling interest	427		602		827		1,583
Net loss	(22,960)		(14,632)		(88,566)		(132,360)
Net loss attributable to common stockholders	$	(42,619)	$	(61,787)	$	(66,433)	$	(119,311)
Less: Net income attributable to noncontrolling interest	133		79		960		1,662
Net loss per share available to common stockholders, basic and diluted	$	(0.18)	$	(0.27)	$	(0.29)	$	(0.53)
Net loss attributable to common stockholders	$	(23,093)	$	(14,711)	$	(89,526)	$	(134,022)
Weighted average shares used to compute net loss per share available to common stockholders, basic and diluted	232,542		227,167		231,383		226,377
Net loss per share available to common stockholders, basic and diluted	$	(0.10)	$	(0.06)	$	(0.38)	$	(0.59)
Weighted average shares used to compute net loss per share available to common stockholders, basic and diluted	234,931		227,957		232,579		226,907

1 Including related party revenue of $27288.10 million and $29317.98 million for the three and ~~six~~nine months ended ~~June~~September 30, 2025, respectively, and $86126.86 million and $~~209~~335.06 million for the three and ~~six~~nine months ended ~~June~~September 30, 2024, respectively.

2 Including related party cost of revenue of $0.1 million ~~and~~for $0the nine months ended September 30, 2024.1 ~~million~~Related party cost of revenue for the three ~~and six~~ months ended ~~June~~September 30, 2024, ~~respectively~~was inconsequential. There ~~was~~were no related party cost of revenue for the three and ~~six~~nine months ended ~~June~~September 30, 2025.

3 Including related party general and administrative expenses of $0.21 million and $0.4 million for the three and ~~six~~nine months ended ~~June~~September 30, 2025, respectively, and $0.2 million and $0.45 million for the three and ~~six~~nine months ended ~~June~~September 30, 2024, respectively.

4 Including related party interest expense of $0.1 million ~~and $0.1 million~~ for the ~~three~~nine ~~and six~~ months ended ~~June~~September 30, 2025, ~~respectively,~~ and $0.1 million and $0.12 million for the three and ~~six~~nine months ended ~~June~~September 30, 2024, respectively. Related party interest expense for the three months ended September 30, 2025, was inconsequential.

5 Represent related party equity in loss of the Fund JVs (see Note 7 — Investments in Unconsolidated Affiliates in this Quarterly Report on Form 10-Q).

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

Bloom Energy Corporation

Condensed Consolidated Statements of Comprehensive Loss

(in thousands)

(unaudited)

	Three Months Ended				~~Six~~Nine Months Ended
	June 30,				June 30,
	September 30,				September 30,
	2025		2024		2025		2024
Net loss	$	(4222,~~192~~960)	$	(6114,~~185~~632)	$	(6588,~~606~~566)	$	(~~117~~132,~~728~~360)
Other comprehensive income (loss), net of taxes:
Other comprehensive (loss) income, net of taxes:
Foreign currency translation adjustment	~~2,702~~(946)		~~(502)~~1,155		32,~~064~~118		(~~1,450~~295)
Other comprehensive income (loss), net of taxes	2,702		(502)		3,064		(1,450)
Other comprehensive (loss) income, net of taxes	(946)		1,155		2,118		(295)
Comprehensive loss	(3923,~~490~~906)		(6113,~~687~~477)		(6286,~~542~~448)		(~~119~~132,~~178~~655)
Less: Comprehensive income attributable to noncontrolling interest	1,665		262		2,104		747
Less: Comprehensive (loss) income attributable to noncontrolling interest	(440)		751		1,664		1,498
Comprehensive loss attributable to common stockholders	$	(4123,~~155~~466)	$	(6114,~~949~~228)	$	(6488,~~646~~112)	$	(~~119~~134,~~925~~153)

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

Bloom Energy Corporation

Condensed Consolidated Statements of Changes in Stockholders’ Equity

(in thousands, except share data)

(unaudited)

	Three Months Ended June 30, 2025
	Three Months Ended September 30, 2025
		Common Stock			Additional Paid-In Capital		Accumulated Other Comprehensive Loss		Accumulated Deficit		Total Equity Attributable to Common Stockholders		Noncontrolling Interest		Total Stockholders’ Equity
		Shares	Amount
Balances at March 31, 2025		231,969,446	$	23	$	4,502,881	$	(2,270)	$	(3,922,363)	$	578,271	$	23,184	$	601,455
Issuance of restricted stock awards		1,679,509	—		—		—		—		—		—		—
Exercise of stock options		12,213	—		30		—		—		30		—		30
Stock-based compensation expense		—	—		29,188		—		—		29,188		—		29,188
Premium on convertible debt (Note 7)		—	—		28,247		—		—		28,247		—		28,247
Foreign currency translation adjustment		—	—		—		1,464		—		1,464		1,238		2,702
Net (loss) income		—	—		—		—		(42,619)		(42,619)		427		(42,192)
Balances at June 30, 2025		233,661,168	$	23	$	4,560,346	$	(806)	$	(3,964,982)	$	594,581	$	24,849	$	619,430
Issuance of restricted stock awards		634,737	1		—		—		—		1		—		1
ESPP purchase		443,322	—		4,937		—		—		4,937		—		4,937
Exercise of stock options		1,479,996	—		37,416		—		—		37,416		—		37,416
Stock-based compensation expense		—	—		37,371		—		—		37,371		—		37,371
Conversion of 2.5% Green Notes to common stock (Note 8)		137,606	—		2,230		—		—		2,230		—		2,230
Foreign currency translation adjustment		—	—		—		(373)		—		(373)		(573)		(946)
Net (loss) income		—	—		—		—		(23,093)		(23,093)		133		(22,960)
Balances at September 30, 2025		236,356,829	$	24	$	4,642,300	$	(1,179)	$	(3,988,075)	$	653,070	$	24,409	$	677,479

	Three Months Ended June 30, 2024
	Three Months Ended September 30, 2024
		Common Stock			Additional Paid-In Capital		Accumulated Other Comprehensive Loss		Accumulated Deficit		Total Equity Attributable to Common Stockholders		Noncontrolling Interest		Total Stockholders’ Equity
		Shares	Amount
Balances at March 31, 2024		226,933,763	$	21	$	4,394,148	$	(2,139)	$	(3,925,915)	$	466,115	$	23,035	$	489,150
Issuance of restricted stock awards		604,077	2		—		—		—		2		—		2
Exercise of stock options		18,754	—		157		—		—		157		—		157
Stock-based compensation expense		—	—		18,928		—		—		18,928		—		18,928
Foreign currency translation adjustment		—	—		—		(162)		—		(162)		(340)		(502)
Net (loss) income		—	—		—		—		(61,787)		(61,787)		602		(61,185)
Balances at June 30, 2024		227,556,594	$	23	$	4,413,233	$	(2,301)	$	(3,987,702)	$	423,253	$	23,297	$	446,550
Issuance of restricted stock awards		504,414	—		—		—		—		—		—		—
ESPP purchase		417,267	—		4,047		—		—		4,047		—		4,047
Exercise of stock options		31,350	—		94		—		—		94		—		94
Stock-based compensation expense		—	—		17,778		—		—		17,778		—		17,778
Foreign currency translation adjustment		—	—		—		483		—		483		672		1,155
Net (loss) income		—	—		—		—		(14,711)		(14,711)		79		(14,632)
Balances at September 30, 2024		228,509,625	$	23	$	4,435,152	$	(1,818)	$	(4,002,413)	$	430,944	$	24,048	$	454,992

	Six Months Ended June 30, 2025
	Nine Months Ended September 30, 2025
		Common Stock			Additional Paid-In Capital		Accumulated Other Comprehensive Loss		Accumulated Deficit		Total Equity Attributable to Common Stockholders		Noncontrolling Interest		Total Stockholders’ Equity
		Shares	Amount
Balances at December 31, 2024		229,142,474	$	23	$	4,462,659	$	(2,593)	$	(3,897,618)	$	562,471	$	22,745	$	585,216
Issuance of restricted stock awards		34,~~723~~358,~~916~~653	—1		—		—		—		—1		—		—1
ESPP purchase		~~630~~1,~~607~~073,929	—		611,~~417~~354		—		—		611,~~417~~354		—		611,~~417~~354
Exercise of stock options		~~164~~1,~~171~~644,167	—		138,~~264~~680		—		—		138,~~264~~680		—		138,~~264~~680
Stock-based compensation		—	—		6199,~~759~~130		—		—		6199,~~759~~130		—		6199,~~759~~130
Accrued dividend		—	—		—		—		(1,024)		(1,024)		—		(1,024)
Legal reserve		—	—		—		—		93		93		—		93
Premium on convertible debt (Note 7)		—	—		28,247		—		—		28,247		—		28,247
Premium on convertible debt (Note 8)		—	—		28,247		—		—		28,247		—		28,247
Foreign currency translation adjustment		—	—		—		1,787		—		1,787		1,277		3,064
Conversion of 2.5% Green Notes to common stock (Note 8)		137,606	—		2,230		—		—		2,230		—		2,230
Net (loss) income		—	—		—		—		(66,433)		(66,433)		827		(65,606)
Foreign currency translation adjustment		—	—		—		1,414		—		1,414		704		2,118
Balances at June 30, 2025		233,661,168	$	23	$	4,560,346	$	(806)	$	(3,964,982)	$	594,581	$	24,849	$	619,430
Net (loss) income		—	—		—		—		(89,526)		(89,526)		960		(88,566)
Balances at September 30, 2025		236,356,829	$	24	$	4,642,300	$	(1,179)	$	(3,988,075)	$	653,070	$	24,409	$	677,479

	Six Months Ended June 30, 2024
	Nine Months Ended September 30, 2024
		Common Stock			Additional Paid-In Capital		Accumulated Other Comprehensive Loss		Accumulated Deficit		Total Equity Attributable to Common Stockholders		Noncontrolling Interest		Total Stockholders’ Equity
		Shares	Amount
Balances at December 31, 2023		224,717,533	$	21	$	4,370,343	$	(1,687)	$	(3,866,599)	$	502,078	$	18,592	$	520,670
Issuance of restricted stock awards		2,~~087~~592,~~979~~393	2		—		—		—		2		—		2
ESPP purchase		~~632~~1,~~688~~049,955	—		610,~~297~~344		—		—		610,~~297~~344		—		610,~~297~~344
Exercise of stock options		~~118~~149,~~394~~744	—		~~676~~770		—		—		~~676~~770		—		~~676~~770
Stock-based compensation		—	—		3553,~~917~~695		—		—		3553,~~917~~695		—		3553,~~917~~695
Contributions from noncontrolling interest		—	—		—		—		—		—		3,958		3,958
Accrued dividend		—	—		—		—		(1,620)		(1,620)		—		(1,620)
Legal reserve		—	—		—		—		147		147		—		147
Subsidiary liquidation		—	—		—		—		(319)		(319)		—		(319)
Foreign currency translation adjustment		—	—		—		(~~614~~131)		—		(~~614~~131)		(~~836~~164)		(~~1,450~~295)
Net (loss) income		—	—		—		—		(~~119~~134,~~311~~022)		(~~119~~134,~~311~~022)		1,~~583~~662		(~~117~~132,~~728~~360)
Balances at June 30, 2024		227,556,594	$	23	$	4,413,233	$	(2,301)	$	(3,987,702)	$	423,253	$	23,297	$	446,550
Balances at September 30, 2024		228,509,625	$	23	$	4,435,152	$	(1,818)	$	(4,002,413)	$	430,944	$	24,048	$	454,992

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

Bloom Energy Corporation

Condensed Consolidated Statements of Cash Flows

(in thousands)

(unaudited)

	Six Months Ended
	Nine Months Ended
	June 30,
	September 30,
	2025		2024
Cash flows from operating activities:
Net loss	$	(6588,~~606~~566)	$	(~~117~~132,~~728~~360)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization	2437,~~582~~382		2539,~~925~~165
Non-cash lease expense	1624,~~452~~509		1727,~~931~~106
Loss (gain) on disposal of property, plant and equipment	80		(15)
Equity in loss of unconsolidated affiliates, net of distributions	19,599		—
Revaluation of derivative contracts	(9)		(70)
Loss (gain) on disposal of property, plant and equipment	81		(32)
Stock-based compensation	59,338		37,327
Revaluation of derivative contracts	402		316
Amortization of debt issuance costs	3,723		3,074
Stock-based compensation	96,593		55,016
Amortization of debt issuance costs	5,537		4,936
Loss on extinguishment of debt	32,340		27,182
Net gain on failed sale-and-leaseback transactions	(827)		—(5,003)
Unrealized foreign currency exchange (gain) loss	(4,795)		1,554
Allowance for credit losses	340		—
Other	(26)		(100)
Inventory reserve and other assets impairment	21,846		—
Unrealized foreign currency exchange (gain) loss	(2,092)		58
Other	(31)		5
Changes in operating assets and liabilities:
Accounts receivable1	(~~129~~75,~~904~~681)		(~~183~~250,~~272~~336)
Contract assets2	15(113,~~364~~722)		(4979,~~021~~708)
Inventories	(~~142~~179,~~600~~162)		(1983,~~103~~244)
Deferred cost of revenue3	3034,~~099~~409		(25,~~591)~~205
Prepaid expenses and other current assets4	61,~~134~~461		112,~~046~~330
Other long-term assets5	~~826~~1,728		~~(3,955)~~691
Operating lease right-of-use assets and operating lease liabilities6	(16,754)		(18,023)
Operating lease right-of-use assets and operating lease liabilities	(25,235)		(27,348)
Finance lease liabilities	~~982~~1,188		~~320~~493
Accounts payable7	52,790		(25,249)
Accounts payable6	76,175		(1,367)
Accrued warranty8	(4,566)		(6,938)
Accrued warranty7	(1,877)		(4,317)
Accrued expenses and other current liabilities9	(22,586)		(13,207)
Accrued expenses and other current liabilities8	27,723		612
Deferred revenue and customer deposits10	(178,807)		(7,441)
Deferred revenue and customer deposits9	(198,100)		28,790
Other long-term liabilities	(23144)		(~~407~~420)
Net cash used in operating activities	(~~323~~304,~~793~~124)		(~~322~~392,~~761~~230)
Cash flows from investing activities:
Purchase of property, plant and equipment	(2133,~~504~~805)		(3347,~~454~~746)
Proceeds from sale of property, plant and equipment	76		2236
Net cash used in investing activities	(21,428)		(33,432)
Investments in unconsolidated affiliates	(24,570)		—
Net cash used in investing activities	(58,299)		(47,710)
Cash flows from financing activities:
Proceeds from issuance of debt11	—		402,500
Proceeds from issuance of debt	—		402,500
Payment of debt issuance costs	(3,348)		(12,~~323~~761)
Repayment of debt	—		(140,990)
Proceeds from financing obligations	—		1,~~334~~798
Repayment of financing obligations	(58,~~465~~404)		(919,~~999~~766)
Proceeds from issuance of common stock	750,~~681~~035		611,~~975~~116
Dividend paid	(947)		(1,468)
Contributions from noncontrolling interest	—		3,958
Other	150		—
Net cash (used in) provided by financing activities	(1,929)		249,987
Net cash provided by financing activities	37,486		244,387
Effect of exchange rate changes on cash, cash equivalent, and restricted cash	~~2,226~~981		(~~1,168~~474)
Net decrease in cash, cash equivalents, and restricted cash	(~~344~~323,~~924~~956)		(~~107~~196,~~374~~027)
Cash, cash equivalents, and restricted cash:
Beginning of period	950,971		745,178
End of period	$	~~606~~627,~~047~~015	$	~~637~~549,~~804~~151
Supplemental disclosure of cash flow information:
Cash paid during the period for interest	$	2630,~~660~~576	$	2634,~~744~~551
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows from operating leases	1624,~~585~~979		1727,~~896~~160
Operating cash flows from finance leases	~~169~~256		~~127~~187
Cash paid during the period for income taxes	~~775~~1,122		~~830~~1,283
Non-cash investing and financing activities:
Liabilities recorded for property, plant and equipment, net	$	42,~~285~~266	$	32,~~032~~278
Recognition of operating lease right-of-use asset during the year-to-date period	3,~~711~~878		48,~~984~~193
Recognition of finance lease right-of-use asset during the year-to-date period	~~956~~1,162		~~320~~493
Premium on convertible debt (Note 7)	28,247		—
Derecognition of financing obligations	—		21,387
Face value of 2.5% Green Notes exchanged (Note 7)	112,769		—
Unfunded investment commitment (Note 11)	720		—
Face value of additional 3.0% Green Notes due June 2029 issued in the Debt Exchange (Note 7)	115,725		—
Conversion of 2.5% Green Notes to common stock (Note 8)	2,230		—
Premium on convertible debt (Note 8)	28,247		—
Face value of 2.5% Green Notes exchanged (Note 8)	112,769		—
Face value of additional 3.0% Green Notes due June 2029 issued in the Debt Exchange (Note 8)	115,725		—

1 Including changes in related party balances of $255.60 million and $8687.15 million for the ~~six~~nine months ended ~~June~~September 30, 2025, and 2024, respectively.

2 Including changes in related party balances of $087.84 million and $6.01 million for the ~~six~~nine months ended ~~June~~September 30, 2025, and 2024, respectively.

3 Including changes in related party balances of $0.9 million for the ~~six~~nine months ended ~~June~~September 30, 2024. There were no related party balances as of ~~June~~September 30, 2025, and December 31, 2024.

4 Including changes in related party balances of $01.32 million and $1.02 million for the ~~six~~nine months ended ~~June~~September 30, 2025, and 2024, respectively.

5 Including changes in related party balances of $08.18 million ~~and~~for $0the nine months ended September 30, 2025.4 ~~million~~The change in related party balances for the ~~six~~nine months ended ~~June~~September 30, ~~2025, and~~ 2024, ~~respectively~~was inconsequential.

6 Including changes in related party balances of $0.21 million for the ~~six~~nine months ended ~~June~~September 30, ~~2025~~2024. There were no related party balances as of ~~June~~September 30, ~~2024~~2025, and December 31, ~~2023~~2024.

7 Including changes in related party balances of $01.042 million and $0.1.5 million for the ~~six~~nine months ended ~~June~~September 30, 2025, and 2024, respectively.

8 Including changes in related party balances of $0.15 million and $4.2 million for the ~~six~~nine months ended ~~June~~September 30, 2025~~. There were no related party balances as of June 30~~, ~~2024,~~ and ~~December 31~~2024, ~~2023~~respectively.

9 Including changes in related party balances of $312.52 million and $2.4.9 million for the ~~six~~nine months ended ~~June~~September 30, 2025, and 2024, respectively.

10 Including changes in related party balances of $4.1 million and $4.4 million for the six months ended June 30, 2025, and 2024, respectively.

11 Including changes in related party balances of $0.4 million and $0.3 million for the six months ended June 30, 2025, and 2024, respectively.

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

Bloom Energy Corporation

Notes to Unaudited Condensed Consolidated Financial Statements

The unaudited condensed consolidated financial statements reflect all normal and recurring adjustments that are, in the opinion of management, necessary for a fair presentation of the results for the interim periods presented.

The unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements, including the notes thereto, included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2024 (the “2024 Form 10-K”).

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.

1. Nature of Business, Liquidity and Basis of Presentation

Nature of Business

For information on the nature of our business, see Part II, Item 8, Note 1 — Nature of Business, section Liquidity and Basis of Presentation, sub-section Nature of Business in our 2024 Form 10-K.

Liquidity

WeWhile we have generally incurred operating losses and negative cash flows from operations since our inception, we generated $19.7 million of positive cash flows from operations during the three months ended September 30, 2025. With the series of new convertible debt offerings, debt extinguishments, debt exchanges and convertible debt conversions to equity that we completed since 2021, we had $1,128.50 million and $4.43 million of total outstanding recourse and non-recourse debt, respectively, as of ~~June~~September 30, 2025, $31.74 million and $1,~~129~~130.29 million of which was classified as short-term debt and long-term debt, respectively. As of December 31, 2024, we had $1,124.7 million and $4.1 million of total outstanding recourse and non-recourse debt, respectively, $114.4 million and $1,014.4 million of which was classified as short-term debt and long-term debt, respectively.

On May 7, 2025, the Company entered into privately negotiated exchange agreements (the “Exchange Agreements”) with certain holders of its 2.5% Green Convertible Senior Notes due August 2025 (the “2.5% Green Notes”). Pursuant to the Exchange Agreements, $112.8 million in aggregate principal amount of the 2.5% Green Notes, and related accrued and unpaid interest of $0.7 million, were exchanged (the “Debt Exchange”) for $115.7 million in aggregate principal amount of the 3.0% Green Convertible Senior Notes due June 2029 (the “3.0% Green Notes due June 2029”). As a result of the Debt Exchange, the Company recorded a $32.3 million loss on early extinguishment of debt, included within the Company’s condensed consolidated statements of operations for the ~~three~~nine ~~and six~~ months ended ~~June~~September 30, 2025. As of ~~June 30~~August 15, 2025, the maturity date, the remaining $2.2 million aggregate principal amount of the Company’s 2.5% Green Notes ~~remained~~ outstanding following the Debt Exchange, was settled through the issuance of the Company’s Class A common stock. For details of the Debt Exchange and debt settlement, see Note 78 — Outstanding Loans and Security Agreements, ~~section~~sections Convertible Senior Notes Debt Exchange and 2.5% Green Notes Settlement in this Quarterly Report on Form 10-Q.

Our future capital requirements depend on many factors, including the market acceptance of our products, our rate of revenue growth, the timing and extent of spending on research and development efforts and other business initiatives, the rate of growth in the volume of system builds and the need for additional working capital, the expansion of sales and marketing activities both in domestic and international markets, our ability to secure financing for customer use of our products, the timing of installations, inventory build up and ofincrease ~~inventory~~in ~~build~~factory capacity in anticipation of future sales and installations, 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 on favorable terms or at all in future quarters may affect our financial position and results of operations, including our revenues and cash flows.

In the opinion of management, the combination of our cash and cash equivalents and cash flow 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 from the date of the issuance of this Quarterly Report on Form 10-Q.

Inflation Reduction Act of 2022 and the One Big Beautiful Bill Act

For information on the Inflation Reduction Act of 2022 (the “IRA”) signed into law on August 16, 2022, and its impact on our business, see Part II, Item 8, Note 1 — Nature of Business, Liquidity and Basis of Presentation, section Inflation Reduction Act of 2022 in our 2024 Form 10-K.

9On July 4, 2025, the One Big Beautiful Bill Act (the “OBBBA”) was enacted into law, extending key provisions of 2017 Tax Act and modifying various federal clean energy tax provisions of the IRA. Under the OBBBA, fuel cell property is eligible for a 30% Investment Tax Credit (“ITC”) for projects beginning construction after December 31, 2025, under Section 48E. The Company also retains the 30% tax credit and the additional 10% tax credit for domestic content and 10% tax credit for energy communities for qualified fuel cell projects that properly utilize the safe harbor equipment the Company purchased in 2024 prior to the phaseout of such credits for fuel cell property under the IRA, provided such safe harbor equipment is placed in service by December 31, 2028. The OBBBA reinstituted accelerated depreciation that will be applicable to property purchased and placed in service after January 19, 2025, including fuel cell property that begins construction after December 31, 2026. The OBBBA also added “Foreign Entity of Concern” requirements for the Section 45E tax credit to deny credits from projects that are owned or controlled by certain foreign entities or use components from or make payments to these foreign entities. 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 property projects that begin construction after December 31, 2025, is expected to have a favorable impact on the continued adoption of the Company’s Energy Server systems and financial results.

On July 4, 2025, the One Big Beautiful Bill Act (the “OBBBA”) was enacted into law, extending key provisions of 2017 Tax Act and modifying various federal clean energy tax provisions of the IRA. Under the OBBBA, fuel cell property is eligible for a 30% Investment Tax Credit (“ITC”) for projects beginning construction after December 31, 2025, under Section 48E. The Company also retains the 30% tax credit and the additional 10% tax credit for domestic content and 10% tax credit for energy communities for qualified fuel cell projects that properly utilize the safe harbor equipment the Company purchased in 2024 prior to the phaseout of such credits for fuel cell property under the IRA, provided such safe harbor equipment is placed in service by December 31, 2028. The OBBBA reinstituted accelerated depreciation that will be applicable to property purchased and placed in service after January 19, 2025, including fuel cell property that begins construction after December 31, 2026. The OBBBA also added “Foreign Entity of Concern” requirements for the Section 45E tax credit to deny credits from projects that are owned or controlled by certain foreign entities or use components from or make payments to these foreign entities. The OBBBA also restored the expensing of domestic research expenditures for years beginning after December 31, 2024. The Company is evaluating the provisions of the OBBBA and its impact on its business, though the addition of the 30% ITC for fuel cell property projects that begin construction after December 31, 2025, is expected to have a favorable impact on the continued adoption of the Company’s Energy Server systems and financial results.

Basis of Presentation

We have prepared the unaudited condensed consolidated financial statements included herein pursuant to the rules and regulations of the U. S. Securities and Exchange Commission (“SEC”), and as permitted by those rules, including all disclosures required by generally accepted accounting principles as applied in the U.S. (“U.S. GAAP”). Certain prior period amounts have been reclassified to conform to the current period presentation.

Principles of Consolidation

For information on the principles of consolidation, see Part II, Item 8, Note 1 — Nature of Business, Liquidity and Basis of Presentation, section Principles of Consolidation in our 2024 Form 10-K.

Use of Estimates

For information on the use of accounting estimates, see Part II, Item 8, Note 1 — Nature of Business, Liquidity and Basis of Presentation, section Use of Estimates in our 2024 Form 10-K.

Concentration of Risk

Geographic Risk — The majority of our revenue and long-lived assets are attributable to operations in the U.S. for all periods presented. In addition to shipments in the U.S., we also ship our Energy Server systems to other countries, primarily, the Republic of Korea, Japan, India and Taiwan (collectively referred to as the “Asia Pacific region”), and several European countries, namely Germany, UK and Italy. For the three and ~~six~~nine months ended ~~June~~September 30, 2025, total revenue in the U.S. was 5992% and 5872%, respectively, of our total revenue. For the three and ~~six~~nine months ended ~~June~~September 30, 2024, total revenue in the U.S. was 8352% and 6560%, respectively, of our total revenue.

Credit Risk — At ~~June~~September 30, 2025, three customers, ~~the second of which is our related party,~~ accounted for approximately 4926%, 1922% and 2017% of accounts receivable. At December 31, 2024, three customers, the first of which iswas ~~our~~a related party, accounted for approximately 28%, 28% and 20% of accounts receivable. To date, we have not experienced any material credit losses from these customers.

Customer Risk — During the three months ended ~~June~~September 30, 2025, ~~four~~one ~~customers~~customer, ~~none of~~ which ~~are~~is our related ~~parties~~party, accounted for approximately 3055%, ~~18%, 15%, and 11%~~ of total revenue~~, respectively~~. During the ~~six~~nine months ended ~~June~~September 30, 2025, ~~two~~three customers, ~~neither~~the first of which ~~are~~is our related ~~parties~~party, accounted for approximately 3323%, 19% and 2315% of total revenue, respectively.

During the three months ended ~~June~~September 30, 2024, revenue from ~~two~~three customers, the ~~second~~first of which is our related party, accounted for approximately 3638%, 20% and 2610% and of our total revenue. During the ~~six~~nine months ended ~~June~~September 30, 2024, two customers, the first of which is our related party, represented approximately 37% and 2721% of our total revenue.

For information on the related party transactions, see Note 1011 — Related Party Transactions in this Quarterly Report on Form 10-Q.

2. Summary of Significant Accounting Policies

~~Refer~~Equity toMethod ~~the accounting policies described in Part II, Item 8, Note 2 — Summary of Significant Accounting Policies in our 2024 Form 10-K.~~ Investments

We account for investments in entities based on the level of ownership and the ability to exercise significant influence over operating and financial policies. If an entity is organized as a limited partnership or limited liability company and maintains separate ownership accounts, we generally account for our investment using the equity method if our ownership interest is 50% or less, unless our interest is so minor that we have virtually no influence over the investee’s operating and financial policies. For all other types of investments, we generally apply the equity method of accounting if our ownership interest is between 20% and 50% and we exercise significant influence over the investee’s operating and financial policies. These investments are presented as investments in unconsolidated affiliates on our condensed consolidated balance sheets.

Income or loss from equity-method investees is reported in equity in earnings (loss) of unconsolidated affiliates on our condensed consolidated statements of operations, and the related carrying value is presented as investments in unconsolidated affiliates on our condensed consolidated balance sheets. Distributions received from equity method investees, if any, are recorded as reductions to the carrying value of the investment on our condensed consolidated balance sheets. Our equity in earnings (loss) of unconsolidated affiliates is adjusted for profit (loss) incurred from sales transactions. Such profit is amortized into equity in earnings (loss) of unconsolidated affiliates on our condensed consolidated statements of operations over the remaining useful lives of the underlying assets.

When timely financial information of an equity method investee is not available, we record our share of the investee’s results on a one-quarter reporting lag using the best estimate, consistent with ASC 323 Investments — Equity Method and Joint Ventures (“ASC 323”). We believe this approach is reasonable and consistently applied. We evaluate whether any events or transactions during the lag period would materially affect our consolidated financial position or results of operations and, if so, record appropriate adjustments in the current period.

An impairment of an investment in an unconsolidated affiliate is recognized when circumstances indicate that a decline in the investment value is other-than-temporary.

For a complete discussion of our accounting policies, refer to Part II, Item 8, Note 2 — Summary of Significant Accounting Policies in our 2024 Form 10-K.

Accounting Guidance Not Yet Adopted

Refer to the accounting guidance not yet adopted described in Part II, Item 8, Note 2 — Summary of Significant Accounting Policies, section Accounting Guidance Not Yet Adopted in our 2024 Form 10-K. Based on the Company’s continued evaluation, we do not expect a material impact from new accounting guidance not yet adopted to our unaudited condensed consolidated financial statements.

Recent Accounting Pronouncements

~~There~~In ~~have~~July ~~been~~2025, nothe ~~significant~~Financial ~~changes~~Accounting inStandards ~~our~~Board ~~reported~~(“FASB”) ~~financial~~issued ~~position~~Accounting orStandards ~~results~~Updates (“ASU”) 2025-05 Financial Instruments-Credit Losses (Topic 326): Measurement of ~~operations~~Credit Losses for Accounts Receivable and ~~cash~~Contract ~~flows~~Assets. ~~resulting~~The ASU introduces a practical expedient for all entities when estimating expected credit losses for current accounts receivable and current contract assets arising from transactions accounted for under ASC 606 Revenue from Contracts with Customers. Under the practical expedient, when developing reasonable and supportable forecast as part of estimating expected credit losses, an entity may assume that current conditions as of the balance sheet date do not change for the remaining life of the asset. The ASU is effective for annual reporting period beginning after December 15, 2025, and interim reporting within those annual reporting periods. Early adoption is permitted in both interim and annual reporting periods. We are currently evaluating the impact of ~~new~~ASU ~~accounting~~2025-05 ~~pronouncements~~on our condensed consolidated financial statements.

In September 2025, FASB issued ASU 2025-06 Intangibles — Goodwill and Other — Internal-Use Software (Subtopic 350-40). The ASU eliminates references to prescriptive and sequential software development stages within Subtopic 350-40. Under the revised guidance, entities must begin capitalizing software costs once both of the following conditions are met: (a) management has approved and committed funding for the software project; (b) it is probable that the project will be completed and the software will be used as intended (the “probable-to-complete” threshold). The ASU is effective for annual reporting period beginning after December 15, 2027, and interim reporting within those annual reporting periods. Early adoption is

permitted as of the beginning of an annual reporting period. We are currently evaluating the impact of ASU 2025-06 on our condensed consolidated financial statements.

3. Revenue Recognition

Contract Balances

The following table provides information about accounts receivables, contract assets, customer deposits and deferred revenue from contracts with customers (in thousands):

	June 30,		December 31,
	September 30,		December 31,
	2025		2024
Accounts receivable	$	~~467~~411,~~038~~653	$	335,841
Contract assets	~~129~~258,~~798~~884		145,162
Customer deposits	5134,~~441~~644		220,115
Deferred revenue	5653,~~172~~675		66,304

Accounts receivable and contract assets increased by $75.8 million and $113.7 million, respectively, for the nine months ended September 30, 2025, primarily due to the timing of billing milestones.

The decrease in customer deposits of $185.5 million for the nine months ended September 30, 2025, was primarily driven by certain deposits becoming non-refundable, partially offset by receipt of new deposits.

For additional information on contract assets and liabilities, see Part II, Item 8, Note 3 — Revenue Recognition, section Contract Balances in our 2024 Form 10-K.

Accounts receivable increased by $131.2 million for the six months ended June 30, 2025, primarily due to the timing of billing milestones and the extended payment terms granted to certain customers.

The decrease in customer deposits of $168.7 million for the six months ended June 30, 2025, was primarily driven by certain deposits becoming non-refundable, partially offset by receipt of new deposits.

Contract Assets

Three Months Ended

~~Six~~Nine Months Ended

June 30,

September 30,

2025

2024

2025

2024

Beginning balance

~~143~~129,~~619~~798

3390,~~788~~388

145,162

41,366

Transferred to accounts receivable from contract assets recognized at the beginning of the period

(6331,~~017~~638)

(317,~~148~~193)

(8599,~~069~~699)

(2128,~~295~~926)

Revenue recognized and not billed as of the end of the period

49160,~~196~~724

5947,~~748~~879

69213,~~705~~421

70108,~~317~~634

Ending balance

~~129~~258,~~798~~884

90121,~~388~~074

~~129~~258,~~798~~884

90121,~~388~~074

Deferred Revenue

Deferred revenue activity during the three and ~~six~~nine months ended ~~June~~September 30, 2025, and 2024, consisted of the following (in thousands):

Three Months Ended

~~Six~~Nine Months Ended

June 30,

September 30,

2025

2024

2025

2024

Beginning balance

5956,~~008~~172

5955,~~468~~965

66,304

72,328

Additions

~~321~~331,~~035~~487

~~229~~245,~~429~~547

~~530~~862,~~920~~407

~~405~~651,~~914~~461

Revenue recognized

(~~323~~333,~~871~~984)

(~~232~~246,~~932~~167)

(~~541~~875,~~052~~036)

(~~422~~668,~~277~~444)

Ending balance

5653,~~172~~675

55,~~965~~345

5653,~~172~~675

55,~~965~~345

~~For additional information on deferred revenue, see Part II, Item 8, Note 3 — Revenue Recognition, section Deferred Revenue in our 2024 Form 10-K.~~12

As of September 30, 2025, we have unsatisfied performance obligations of $88.5 million, primarily related to product sales and installation services. We expect to recognize the associated revenue within the next 1 to 2 years, consistent with customers’ project deployment schedules. In addition, we had unsatisfied performance obligations of $15.9 million related mainly to deferred service contracts which we expect to recognize over the remaining contractual terms ranging from 1 to 18 years.

We do not disclose the value of the unsatisfied performance obligations for (i) contracts with an original expected length of one year or less and (ii) contracts for which we recognize revenue at the amount to which we have the right to invoice for services performed.

For additional information on deferred revenue, see Part II, Item 8, Note 3 — Revenue Recognition, section Deferred Revenue in our 2024 Form 10-K.

Disaggregated Revenue

We disaggregate revenue from contracts with customers into four revenue categories: product, installation, service and electricity (in thousands):

Three Months Ended

~~Six~~Nine Months Ended

June 30,

September 30,

2025

2024

2025

2024

Revenue from contracts with customers:

Product revenue

~~296~~384,~~611~~314

~~226~~233,~~308~~770

~~508~~892,~~480~~794

~~379~~613,~~672~~442

Installation revenue

3765,~~372~~773

4232,~~733~~052

71136,~~023~~796

5486,~~177~~229

Service revenue

5458,~~449~~607

5250,~~531~~761

~~107~~166,~~997~~604

~~108~~159,~~991~~752

Electricity revenue

74,~~824~~637

45,~~893~~213

2832,~~018~~655

915,~~641~~012

Total revenue from contract with customers

~~396~~513,~~256~~331

~~326~~321,~~465~~796

~~715~~1,~~518~~228,849

~~552~~874,~~481~~435

Revenue from contracts that contain leases:

Electricity revenue

45,~~986~~717

98,~~302~~603

1117,~~745~~462

1827,~~584~~028

Total revenue

~~401~~519,~~242~~048

~~335~~330,~~767~~399

~~727~~1,~~263~~246,311

~~571~~901,~~065~~463

4. Financial Instruments

Cash, Cash Equivalents, and Restricted Cash

The carrying values of cash, cash equivalents, and restricted cash approximate fair values and were as follows (in thousands):


	September 30,		December 31,
	2025		2024
As Held:
Cash	$	102,776	$	201,613
Money market funds	524,239		749,358
	$	627,015	$	950,971
As Reported:
Cash and cash equivalents	$	595,055	$	802,851
Restricted cash	31,960		148,120
	$	627,015	$	950,971

~~thousands):~~13

	June 30,		December 31,
	2025		2024
As Held:
Cash	$	85,495	$	201,613
Money market funds	520,552		749,358
	$	606,047	$	950,971
As Reported:
Cash and cash equivalents	$	574,764	$	802,851
Restricted cash	31,283		148,120
	$	606,047	$	950,971

Restricted cash consisted of the following (in thousands):

	June 30,		December 31,
	September 30,		December 31,
	2025		2024
Restricted cash, current	$	18,~~128~~474	$	110,622
Restricted cash, non-current	3023,~~155~~486		37,498
	$	31,~~283~~960	$	148,120

In December 2024, we issued a $100.0 million letter of credit in favor of one of our major customers to guarantee the performance in accordance with the limited indemnity and cooperation agreement dated November 14, 2024, related to the supply of 100 MW of Energy Server systems. This letter of credit was recorded in restricted cash, current on our consolidated balance sheets as of December 31, 2024, and was released in the first quarter of the fiscal year 2025.

Factoring Arrangements

We sell certain customer trade receivables on a non-recourse basis under factoring arrangements with a financial institution. To date, these have primarily been trade receivables from SK ecoplant Co., Ltd. (“SK ecoplant”, formerly known as SK Engineering & Construction Co., Ltd.), a subsidiary of the SK Group, primarily resulting from extended payment terms. These transactions are accounted for as sales, and cash proceeds are included in cash used in operating activities.

We derecognized $2181.69 million and $~~102~~184.32 million of accounts receivable for the three and ~~six~~nine months ended ~~June~~September 30, 2024, respectively. The costs of factoring such accounts receivable on our condensed consolidated statements of operations for the three and ~~six~~nine months ended ~~June~~September 30, 2024, were $01.56 million and $2.4.0 million, respectively. The cost of factoring is recorded in general and administrative expenses.

There were no new factoring arrangements entered into during the three and ~~six~~nine months ended ~~June~~September 30, 2025.

5. Fair Value

Our accounting policy for the fair value measurement of cash equivalents and embedded Escalation Protection Plan (“EPP”) derivatives is described in Part II, Item 8 Note 2 — Summary of Significant Accounting Policies in our 2024 Form 10-K.

Financial Assets and Liabilities Measured at Fair Value on a Recurring Basis

The tables below set forth, by level, our financial assets and liabilities that are accounted for at fair value for the respective periods. The table does not include assets and liabilities that are measured at historical cost or any basis other than fair value (in thousands):


	Fair Value Measured at Reporting Date Using
September 30, 2025	Level 1		Level 2		Level 3		Total

Assets
Cash equivalents:
Money market funds	$	524,239	$	—	$	—	$	524,239
	$	524,239	$	—	$	—	$	524,239
Liabilities
Derivatives:
Embedded EPP derivatives	$	—	$	—	$	5,472	$	5,472
	$	—	$	—	$	5,472	$	5,472

~~fair value (in thousands):~~14

	Fair Value Measured at Reporting Date Using
June 30, 2025	Level 1		Level 2		Level 3		Total
Assets
Cash equivalents:
Money market funds	$	520,552	$	—	$	—	$	520,552
	$	520,552	$	—	$	—	$	520,552
Liabilities
Derivatives:
Embedded EPP derivatives	$	—	$	—	$	5,061	$	5,061
	$	—	$	—	$	5,061	$	5,061


	Fair Value Measured at Reporting Date Using
December 31, 2024	Level 1		Level 2		Level 3		Total

Assets
Cash equivalents:
Money market funds	$	749,358	$	—	$	—	$	749,358
	$	749,358	$	—	$	—	$	749,358
Liabilities
Derivatives:
Embedded EPP derivatives	$	—	$	—	$	5,070	$	5,070
	$	—	$	—	$	5,070	$	5,070

The changes in the Level 3 financial liabilities during the nine months ended September 30, 2025, were as follows (in thousands):

	Embedded EPP Derivative Liability
Liabilities at December 31, 2024	$	5,070
Changes in fair value	~~(9)~~402
Liabilities at June 30, 2025	$	5,061
Liabilities at September 30, 2025	$	5,472

For additional information on money market funds and EPP derivatives, see Part II, Item 8, Note 5 — Fair Value, section Financial Assets and Liabilities Measured at Fair Value on a Recurring Basis in our 2024 Form 10-K.

Financial Assets and Liabilities and Other Items Not Measured at Fair Value on a Recurring Basis

Debt Instruments — The term loans and convertible senior notes are based on rates currently offered for instruments with similar maturities and terms (Level 2). The following table presents the estimated fair values and carrying values of debt instruments (in thousands):


	September 30, 2025				December 31, 2024
	Net Carrying Value		Fair Value		Net Carrying Value		Fair Value

Debt instruments
Recourse:
3.0% Green Convertible Senior Notes due June 20291	$	505,995	$	2,188,257	$	391,239	$	532,789
3.0% Green Convertible Senior Notes due June 20281	622,048		2,906,844		619,111		872,344
2.5% Green Convertible Senior Notes due August 2025	—		—		114,385		163,875
Non-recourse:
4.6% Term Loan due October 2026	$	2,849	$	3,035	$	2,705	$	2,856
4.6% Term Loan due April 2026	1,424		1,567		1,352		1,482

~~instruments~~1 (The increase in ~~thousands):~~fair value primarily reflects the rise in the Company’s stock price.

	June 30, 2025				December 31, 2024
	Net CarryingValue		Fair Value		Net CarryingValue		Fair Value
Debt instruments
Recourse:
3.0% Green Convertible Senior Notes due June 2029	$	505,165	$	693,955	$	391,239	$	532,789
3.0% Green Convertible Senior Notes due June 2028	621,069		945,651		619,111		872,344
2.5% Green Convertible Senior Notes due August 2025	2,229		3,308		114,385		163,875
Non-recourse:
4.6% Term Loan due October 2026	$	2,956	$	3,085	$	2,705	$	2,856
4.6% Term Loan due April 2026	1,478		1,596		1,352		1,482

6. Balance Sheet Components

Inventories

The components of inventory consisted of the following (in thousands):

	June 30,		December 31,
	September 30,		December 31,
	2025		2024
Raw materials	$	~~318~~353,~~127~~186	$	315,735
Work-in-progress	89110,~~681~~492		79,601
Finished goods	~~282~~241,~~155~~318		149,320
	$	~~689~~704,~~963~~996	$	544,656

~~The~~During ~~inventory~~the ~~reserves~~three ~~were~~and nine months ended September 30, 2025, we recorded a reserve of $1819.7 million ~~and~~related ~~$15.9~~to ~~million~~our Electrolyzer inventory as we ceased our efforts to market and sell the first-generation of ~~June 30,~~the ~~2025,~~product. The affected inventory has no alternative use and ~~December 31,~~is ~~2024,~~not ~~respectively~~expected to be sold or utilized in other programs. The related expenses were recognized within cost of product revenue in our condensed consolidated statements of operations.

The inventory reserves were $38.9 million and $15.9 million as of September 30, 2025, and December 31, 2024, respectively.

Prepaid Expenses and Other Current Assets

Prepaid expenses and other current assets consisted of the following (in thousands):

	June 30,		December 31,
	September 30,		December 31,
	2025		2024
Tax receivables	$	67,~~379~~315	$	4,981
Prepaid hardware and software maintenance	57,~~267~~205		7,972
Prepaid managed services	34,~~338~~470		5,230
Prepaid corporate insurance	3,283		6,774
Receivables from employees	2,275		3,259
Receivables from employees	1,951		3,259
Prepaid rent	1,899		21
Interest receivable	1,~~781~~657		1,316
Prepaid deferred commissions	1,113		1,123
Deferred expenses	1,562		1,215
Deferred expenses	961		1,215
Prepaid corporate insurance	1,534		6,774
Prepaid medical insurance	389		177
Prepaid deferred commissions	1,416		1,123
Deposits made	300		348
Prepaid workers compensation	172		620
Prepaid medical insurance	259		177
Other prepaid expenses and other current assets	15,136		13,188
Prepaid workers compensation	52		620
	$	40,070	$	46,203
Other prepaid expenses and other current assets	14,799		13,167
	$	44,743	$	46,203

Property, Plant and Equipment, Net

Property, plant and equipment, net consisted of the following (in thousands):

	June 30,		December 31,
	September 30,		December 31,
	2025		2024
Vehicles, machinery and equipment	$	~~223~~226,~~788~~312	$	200,004
Energy Server systems	165,629		165,629
Leasehold improvements	~~127~~133,~~547~~158		122,413
Construction-in-progress	7980,~~318~~537		86,731
Building	53,370		53,221
Computers, software and hardware	3435,~~696~~420		33,910
Furniture and fixtures	11,~~524~~726		10,943
	695,872		672,851
	706,152		672,851
Less: accumulated depreciation	(~~292~~305,~~992~~792)		(269,376)
	$	~~402~~400,~~880~~360	$	403,475

Depreciation expense related to property, plant and equipment was $12.68 million and $2437.64 million for the three and ~~six~~nine months ended ~~June~~September 30, 2025, respectively. Depreciation expense related to property, plant and equipment was $13.43 million and $2539.92 million for the three and ~~six~~nine months ended ~~June~~September 30, 2024, respectively.

Other Long-Term Assets

Other long-term assets consisted of the following (in thousands):

	June 30,		December 31,
	September 30,		December 31,
	2025		2024
Deferred commissions	$	13,~~372~~329	$	13,372
Deferred expenses	8,~~731~~126		8,776
Deposits made	3,~~090~~187		3,123
Long-term lease receivable	2,~~714~~456		3,159
Deferred tax asset	1,~~890~~853		1,888
Prepaid managed services	1,~~343~~324		1,317
Prepaid and other long-term assets	14,~~170~~132		14,501
	$	4544,~~310~~407	$	46,136

Accrued Warranty and Product Performance Liabilities

Accrued warranty and product performance liabilities consisted of the following (in thousands):

	June 30,		December 31,
	September 30,		December 31,
	2025		2024
Product performance	$	811,~~475~~035	$	13,697
Product warranty	3,~~518~~647		2,862
	$	1114,~~993~~682	$	16,559

Changes in the product warranty and product performance liabilities were as follows (in thousands):

Balances at December 31, 2024	$	16,559
Accrued warranty, net and product performance liabilities	9,985
Product performance expenditures during the period	(14,551)
Balances at June 30, 2025	$	11,993

Changes in the product warranty and product performance liabilities were as follows (in thousands):


Balances at December 31, 2024	$	16,559
Accrued warranty, net and product performance liabilities	15,101
Product performance expenditures during the period	(16,978)
Balances at September 30, 2025	$	14,682

Accrued Expenses and Other Current Liabilities

Accrued expenses and other current liabilities consisted of the following (in thousands):

	June 30,		December 31,
	September 30,		December 31,
	2025		2024
Compensation and benefits	$	4663,~~559~~874	$	67,682
General invoice and purchase order accruals	3059,~~296~~599		43,652
Accrued installation	8,901		1,660
Sales-related liabilities	13,407		4,714
Sales-related liabilities	8,804		4,714
Interest payable	11,947		3,927
Sales tax liabilities	6,677		10,215
Accrued legal expenses	4,587		1,198
Accrued legal expenses	3,759		1,198
Accrued installation	3,730		1,660
Interest payable	3,303		3,927
Sales tax liabilities	3,513		10,215
Interim VAT liability	2,~~063~~197		1,109
Provision for income tax	1,~~274~~470		784
Finance lease liability	1,113		981
Accrued consulting expenses	991		1,254
Unfunded investment commitment (Note 11)	720		—
Accrued restructuring costs	789		341
Accrued consulting expenses	659		1,254
Current portion of derivative liabilities	~~451~~483		482
Accrued service fees	~~203~~159		—
Other	1,436		451
Accrued restructuring costs	99		341
	$	116,619	$	138,450
Other	847		451
	$	168,404	$	138,450

Preferred Stock

As of ~~June~~September 30, 2025, and December 31, 2024, we had 20,000,000 shares of preferred stock authorized. 13,491,701 of these shares were previously designated as the Series B redeemable convertible preferred stock, par value $0.0001 per share, and were converted to Class A common stock as of September 23, 2023, as a result of the Second Tranche Closing of SK ecoplant Co., ~~Ltd. (“SK ecoplant”, formerly known as SK Engineering & Construction Co., Ltd.), a subsidiary of the SK Group.~~ For additional information, please see Part II, Item 8, Note 17 — SK ecoplant Strategic Investment in our ~~Annual~~2024 Form 10-K ~~for the fiscal year ended December 31, 2024~~.

The preferred stock had $0.0001 par value. There were no shares of preferred stock issued and outstanding as of ~~June~~September 30, 2025, and December 31, 2024.

7. Investments in Unconsolidated Affiliates

In August 2025, Bloom Energy concluded a transaction with Brookfield Asset Management (“Brookfield”) for a prospective financing framework structure (the “Financing Structure”) of up to $5.0 billion over five years for future Bloom Energy fuel cell projects that meet certain investment criteria and contractual criteria or are otherwise approved by Brookfield. The Financing Structure is housed in an AI Infrastructure Fund created by Brookfield (the “AI Fund”). Generally, Bloom fuel cell projects financed through the Financing Structure will be owned by the AI Fund under one of two categories of the Financing Structure. For each Bloom fuel cell project that has a term less than five years under the Financing Structure (Short

7Term AI Fund), Bloom Energy will contribute sufficient funds for a passive equity holding not to exceed 9.9%. ~~Outstanding~~For ~~Loans~~each Bloom fuel cell project that has a term greater than or equal to five years under the Financing Structure (Long Term AI Fund) Bloom Energy will contribute sufficient funds for a passive equity holding not to exceed the lesser of (i) 9.9% of the equity amount and ~~Security~~(ii) ~~Agreements~~2% of the projected investment amount, and these projects that are five years or longer will entitle Bloom to a put right back to the AI Fund at a set rate of return. For each category, the AI Fund and Bloom have agreed on target returns for projects, and Bloom Energy expects to receive its proportional distribution with respect to each project. Bloom Energy and Brookfield have also entered into a project under the Financing Structure but outside of Short Term AI Fund and Long Term AI Fund pursuant to which Bloom Energy contributed a passive equity investment of 15%, and the parties retain the ability to enter into other such JVs outside the AI Fund (the “Other JVs”).

The ~~following~~Financing isStructure acontains ~~summary~~provisions that provide Brookfield (i) exclusivity over certain types of ~~our~~Bloom ~~debt~~fuel ascell projects, (ii) periodic review by Brookfield of ~~June 30~~Bloom’s fuel cell project pipeline and, ~~2025~~consequently, (iniii) ~~thousands,~~a ~~except~~stand ~~percentage~~still ~~data):~~arrangement restricting Brookfield and certain of its affiliates from owning and trading Bloom Energy stock.

	UnpaidPrincipalBalance		Net Carrying Value						InterestRate	Maturity Dates	Entity
			Current		Long-Term		Total
3.0% Green Convertible Senior Notes due June 2029	$	518,225	$	—	$	505,165	$	505,165	3.0%	June 2029	Company
3.0% Green Convertible Senior Notes due June 2028	632,500		—		621,069		621,069		3.0%	June 2028	Company
2.5% Green Convertible Senior Notes due August 2025	2,231		2,229		—		2,229		2.5%	August 2025	Company
Total recourse debt	1,152,956		2,229		1,126,234		1,128,463
4.6% Term Loan due October 2026	2,956		—		2,956		2,956		4.6%	October 2026	Korean JV
4.6% Term Loan due April 2026	1,478		1,478		—		1,478		4.6%	April 2026	Korean JV
Total non-recourse debt	4,434		1,478		2,956		4,434
Total debt	$	1,157,390	$	3,707	$	1,129,190	$	1,132,897

The Company accounts for each investment in both the AI Fund JVs and the Other JVs (collectively, the “Fund JVs”) as an investment under the equity method of accounting in accordance with ASC 323. The AI Fund and Brookfield hold the remaining ownership interests and serve as the primary beneficiaries; accordingly, both the AI Fund JVs, whether the Short Term AI Fund or Long Term AI Fund, and the Other JVs are not consolidated by the Company. As of September 30, 2025, the Company holds equity interests in the following Fund JVs:


			Bloom Equity Interest as of September 30, 2025
AI Fund JVs
Bolt US Class A JVCo LLC			4.3%
Bolt US JVCo LLC			4.3%
Other JVs
ORC HoldCo LLC			15.0%

The Company’s total capital commitment to the Fund JVs as of September 30, 2025 is $41.8 million. Capital contributions are made in tranches, pursuant to funding requests issued by the AI Fund or Brookfield, and are tied to specific project milestones and operational needs.

The Company’s results of operations include its proportionate share of each Fund JV’s net earnings or loss, which are reported net of Fund JV’s income tax provisions and presented as a single line item, equity in earnings (loss) of unconsolidated affiliates, in our condensed consolidated statements of operations.

The Company records its share of profit from sales of Energy Server systems to the Fund JVs as a reduction of equity in earnings (loss) of unconsolidated affiliates. During the three and nine months ended September 30, 2025, we recognized $19.6 million in accordance with ASC 323, which will be realized over the useful lives of the underlying assets as they are depreciated.

Changes in the investment balance for the nine months ended September 30, 2025, were as follows (in thousands):


Balances at December 31, 2024	$	—
Current period investment in unconsolidated affiliates	25,290
Equity in loss of unconsolidated affiliates	(19,599)
Accrued expense and other current liabilities	248
Balances at September 30, 2025	$	5,939

The Company records its share of the Fund JVs’ results of operations on a one-quarter reporting lag because the Fund JVs’ financial information is not available in sufficient time to apply the equity method as of the Company’s reporting date. The Company believes that the use of this lag time is reasonable in the circumstances and does not materially affect the results of operations. Any material transactions or events occurring during the lag period that would significantly affect the Company’s consolidated financial position or results of operations are recognized in the current reporting period.

Management evaluates each investment in each of the Fund JVs for impairment in accordance with ASC 323. Through September 30, 2025, no indicators of impairment were identified related to the investments.

8. Outstanding Loans and Security Agreements

The following is a summary of our debt as of September 30, 2025 (in thousands, except percentage data):


	Unpaid Principal Balance		Net Carrying Value						Interest Rate	Maturity Dates	Entity
			Current		Long- Term		Total

3.0% Green Convertible Senior Notes due June 2029	$	518,225	$	—	$	505,995	$	505,995	3.0%	June 2029	Company
3.0% Green Convertible Senior Notes due June 2028	632,500		—		622,048		622,048		3.0%	June 2028	Company

Total recourse debt	1,150,725		—		1,128,043		1,128,043
4.6% Term Loan due October 2026	2,849		—		2,849		2,849		4.6%	October 2026	Korean JV
4.6% Term Loan due April 2026	1,424		1,424		—		1,424		4.6%	April 2026	Korean JV
Total non-recourse debt	4,273		1,424		2,849		4,273
Total debt	$	1,154,998	$	1,424	$	1,130,892	$	1,132,316

The following is a summary of our debt as of December 31, 2024 (in thousands, except percentage data):


	Unpaid Principal Balance		Net Carrying Value						Interest Rate	Maturity Dates	Entity
			Current		Long- Term		Total

3.0% Green Convertible Senior Notes due June 2029	$	402,500	$	—	$	391,239	$	391,239	3.0%	June 2029	Company
3.0% Green Convertible Senior Notes due June 2028	632,500		—		619,111		619,111		3.0%	June 2028	Company
2.5% Green Convertible Senior Notes due August 2025	115,000		114,385		—		114,385		2.5%	August 2025	Company
Total recourse debt	1,150,000		114,385		1,010,350		1,124,735
4.6% Term Loan due October 2026	2,705		—		2,705		2,705		4.6%	October 2026	Korean JV
4.6% Term Loan due April 2026	1,352		—		1,352		1,352		4.6%	April 2026	Korean JV
Total non-recourse debt	4,057		—		4,057		4,057
Total debt	$	1,154,057	$	114,385	$	1,014,407	$	1,128,792

Recourse debt refers to debt that we have an obligation to pay. Non-recourse debt refers to debt that is recourse to only our subsidiary, Bloom SK Fuel Cell, LLC, a joint venture in the Republic of Korea with SK ecoplant (the “Korean JV”). The differences between the unpaid principal balances and the net carrying values apply to the deferred financing costs. We and our subsidiary were in compliance with all financial covenants as of ~~June~~September 30, 2025, and December 31, 2024.

Recourse Debt Facilities

3.0% Green Convertible Senior Notes due June 2029

Please refer to Part II, Item 8, Note 7 — Outstanding Loans and Security Agreements, section Recourse Debt Facilities in our 2024 Form 10-K, for discussion of the 3.0% Green Notes due June 2029.

The noteholders could not convert their 3.0% Green Notes due June 2029 during the quarter ended ~~June~~September 30, 2025, as the Closing Price Condition, as defined in the indenture, dated as of May 29, 2024, between us and U.S. Bank Trust Company, National Association, as Trustee, was not met during the three months ended ~~March~~June 3130, 2025.

On June 30, 2025, and December 31, 2024, the maximum number of shares into which the 3.0% Green Notes due June 2029 could have been potentially converted if the conversion features were triggered were 32,944,961 and 25,588,011 shares of Class A common stock, respectively.20

19On September 30, 2025, and December 31, 2024, the maximum number of shares into which the 3.0% Green Notes due June 2029 could have been potentially converted if the conversion features were triggered were 32,944,961 and 25,588,011 shares of Class A common stock, respectively.

Total interest expense recognized related to the 3.0% Green Notes due June 2029 for three and ~~six~~nine months ended ~~June~~September 30, 2025, was $4.27 million and $712.96 million, respectively, and consisted of contractual interest expense of $3.59 million and $610.54 million, respectively, and amortization of issuance costs of $0.78 million and $12.42 million, respectively. Total interest expense recognized related to the 3.0% Green Notes due June 2029 for both the three and six months ended June 30, 2024, was $1.3 million, and consisted of contractual interest expense of $1.1 million and amortization of issuance costs of $0.2 million. To date, there have been no events necessitating the recognition of special interest expense related to the 3.0% Green Notes due June 2029.

~~The~~Total ~~amounts~~interest ofexpense ~~unamortized~~recognized ~~debt~~related ~~issuance~~to ~~costs~~the as3.0% ofGreen Notes due June 2029 for the three and nine months ended September 30, ~~2025~~2024, was $3.7 million and ~~December~~$5.0 31million, ~~2024~~respectively, ~~were~~and consisted of contractual interest expense of $133.0 million and $114.31 million, respectively, and amortization of issuance costs of $0.7 million and $0.9 million, respectively.

To date, there have been no events necessitating the recognition of special interest expense related to the 3.0% Green Notes due June 2029.

The amounts of unamortized debt issuance costs as of September 30, 2025, and December 31, 2024, were $12.2 million and $11.3 million, respectively.

3.0% Green Convertible Senior Notes due June 2028 and Capped Call Transactions

Please refer to Part II, Item 8, Note 7 — Outstanding Loans and Security Agreements, section Recourse Debt Facilities in our 2024 Form 10-K, for discussion of our 3.0% Green Convertible Senior Notes due June 2028 (the “3.0% Green Notes due June 2028”) and privately negotiated capped call transactions in connection with the pricing of the 3.0% Green Notes due June 2028.

The noteholders could not convert their 3.0% Green Notes due June 2028 during the quarter ended ~~June~~September 30, 2025, as the Closing Price Condition, as defined in the indenture, dated as of May 16, 2023, between us and U.S. Bank Trust Company, National Association, as Trustee, was not met during the three months ended ~~March~~June 3130, 2025.

On both ~~June~~September 30, 2025, and December 31, 2024, the maximum number of shares into which the 3.0% Green Notes due June 2028 could have been potentially converted if the conversion features were triggered was 47,807,955 shares of Class A common stock.

Total interest expense recognized related to the 3.0% Green Notes due June 2028 ~~for three and six months ended June 30, 2025,~~ was $5.7 million and $1117.~~4 million, respectively, and consisted of contractual interest expense of $4.7 million and $9.4 million, respectively, and amortization of issuance costs of $~~1.0 million ~~and $2.0 million, respectively. Total interest expense recognized related to the 3.0% Green Notes due June 2028~~ for ~~both~~ the three and ~~six~~nine months ended ~~June~~September 30, ~~2024~~2025, ~~was $5.7 million~~ and ~~$11.4 million~~2024, respectively,. ~~and~~These amounts consisted of contractual interest expense of $4.7 million and $914.41 million, respectively, and amortization of issuance costs of $1.0 million and $23.0 million, respectively. ~~To date, there have been no events necessitating the recognition of special interest expense related to the 3.0% Green Notes due June 2028.~~

~~The~~To ~~amounts~~date, ofthere ~~unamortized~~have ~~debt~~been ~~issuance~~no ~~costs~~events asnecessitating the recognition of ~~June 30,~~special ~~2025,~~interest ~~and~~expense ~~December 31,~~related ~~2024,~~to ~~were~~the ~~$11~~3.~~4 million~~0% ~~and~~Green ~~$13.4 million,~~Notes ~~respectively~~due June 2028.

The amounts of unamortized debt issuance costs as of September 30, 2025, and December 31, 2024, were $10.4 million and $13.4 million, respectively.

2.5% Green Convertible Senior Notes due August 2025

Please refer to Part II, Item 8, Note 7 — Outstanding Loans and Security Agreements, section Recourse Debt Facilities in our 2024 Form 10-K, for discussion of our 2.5% Green Notes.

~~The~~Total ~~noteholders~~interest ~~could~~expense ~~convert~~recognized ~~their~~related to the 2.5% Green Notes ~~during~~for the ~~period~~nine ~~from~~months ~~April~~ended 1September 30, 2025, ~~through~~was ~~the close of business on the business day immediately before May 15~~$1.4 million, ~~2025,~~and asconsisted ~~the~~of ~~Closing~~contractual ~~Price~~interest ~~Condition,~~expense asof ~~defined~~$1.1 million inand ~~the~~amortization ~~indenture,~~of ~~dated~~issuance ascosts of ~~August 11, 2020, between us and U~~$0.S3 million. ~~Bank~~Total ~~National~~interest ~~Association,~~expense asrecognized ~~Trustee~~related (to the “2.5% Green Notes ~~Indenture”),~~for ~~was met during~~ the three months ended ~~March 31~~September 30, 2025, was immaterial.

On ~~June 30,~~Total ~~2025,~~interest ~~and~~expense ~~December 31,~~recognized ~~2024,~~related ~~the~~to ~~maximum number of shares into which~~ the 2.5% Green Notes ~~could~~for ~~have~~the ~~been~~three ~~potentially~~and ~~converted~~nine ifmonths ~~the~~ended ~~conversion~~September 30, ~~features~~2024, ~~were~~was ~~triggered~~$1.0 million ~~were~~and ~~172~~$4.5 million,~~012~~ respectively, and 8consisted of contractual interest expense of $0.7 million and $3.3 million,~~866~~ respectively,~~615~~ ~~shares~~and amortization of ~~Class~~issuance Acosts ~~common~~of ~~stock~~$0.3 million and $1.2 million, respectively.

Total interest expense recognized related to the 2.5% Green Notes for the three and six months ended June 30, 2025, was $0.5 million and $1.4 million, respectively, and consisted of contractual interest expense of $0.4 million and $1.1 million, respectively, and amortization of issuance costs of $0.1 million and $0.3 million, respectively. Total interest expense recognized related to the 2.5% Green Notes for the three and six months ended June 30, 2024, was $1.6 million and $3.5 million, respectively, and consisted of contractual interest expense of $1.2 million and $2.6 million, respectively, and amortization of issuance costs of $0.4 million and $0.9 million, respectively. To date, there have been no events necessitating the recognition of special interest expense related to the 2.5% Green Notes.

2021

The ~~amounts~~amount of unamortized debt issuance costs as of ~~June 30, 2025, and~~ December 31, 2024, ~~were~~was $0.~~1 million and $0.~~6 million~~, respectively~~.

Convertible Senior Notes Debt Exchange

On May 7, 2025, the Company entered into the Exchange Agreements with certain holders of its 2.5% Green Notes. Pursuant to the Exchange Agreements, $112.8 million in aggregate principal amount of the 2.5% Green Notes, and related accrued and unpaid interest of $0.7 million, were exchanged for $115.7 million in aggregate principal amount of the 3.0% Green Notes due June 2029, which had the same terms and conditions as the 3.0% Green Notes due June 2029 issued on May 29, 2024. The Debt Exchange was accounted for as an extinguishment of debt in accordance with ASC 470 Debt. As a result of the Debt Exchange, the Company recorded a $32.3 million loss on early extinguishment of debt within the condensed consolidated statements of operations for the ~~three~~nine ~~and six~~ months ended ~~June~~September 30, 2025. This loss included a $0.2 million write-off of unamortized debt issuance costs as of the date of the Debt Exchange. Additionally, the condensed consolidated balance sheets reflect an increase of $28.2 million to additional paid-in capital, as the 3.0% Green Notes due June 2029 pertaining to this Debt Exchange were issued at a premium. Total debt issuance costs related to the Debt Exchange amounted to $3.3 million.

Following the Debt Exchange, the effective interest rates of the 2.5% Green Notes and the 3.0% Green Notes due June 2029 decreased from 3.3% to 1.7% and from 3.8% to 3.2%, respectively.

~~As of June 30, 2025, $~~2.~~2 million aggregate principal amount of the Company’s 2.~~5% Green Notes remained outstanding. Under the terms of the 2.5% Green Notes Indenture, unless before May 15, 2025, the Company makes an irrevocable election to settle in cash, the 2.5% Green Notes are required to be settled in shares of the Company’s common stock upon maturity. The Company did not make such an election by the specified deadline.Settlement

~~The~~Upon ~~Company~~completion ~~evaluated~~of the ~~embedded~~Debt ~~conversion~~Exchange, ~~feature~~$2.2 million ~~for~~aggregate ~~potential~~principal ~~bifurcation~~amount ~~under~~of ~~ASC~~the ~~815~~Company’s ~~Derivatives~~2.5% ~~and~~Green ~~Hedging~~Notes ~~and~~remained ~~concluded~~outstanding. ~~that~~Pursuant ~~bifurcation~~to ~~was~~the ~~not~~terms ~~required~~of the 2.5% ~~The~~Green ~~conversion~~Notes ~~feature~~Indenture, ~~qualifies~~unless ~~for~~the Company made an irrevocable election to settle the ~~equity~~notes ~~scope~~in ~~exception~~cash ~~under~~prior ~~ASC~~to ~~815-40~~May 15, as2025, itthe isnotes ~~indexed~~were required to be settled in shares of the Company’s ~~own~~Class A common stock ~~and~~upon ismaturity. ~~expected~~The toCompany bedid not make such an election by the specified deadline. Accordingly, as of August 15, 2025, the maturity date, the notes were fully settled in equity through the issuance of 137,606 shares of Class A common stock. As a result, the Company recorded $2.2 million of additional paid-in capital in its condensed consolidated balance sheets. The impact on other line items within the condensed consolidated balance sheets and the condensed consolidated statements of operations was not material. On December 31, 2024, the maximum number of shares into which the 2.5% Green Notes could have been potentially converted if the conversion features were triggered was 8,866,615 shares of Class A common stock.

Non-recourse Debt Facilities

Please refer to Part II, Item 8, Note 7 — Outstanding Loans and Security Agreements, section Non-recourse Debt Facilities in our ~~Annual~~2024 Form 10-K ~~for the fiscal year ended December 31~~, ~~2024,~~ for discussion of our non-recourse debt.

Repayment Schedule and Interest Expense

The following table presents details of our outstanding loan principal repayment schedule as of ~~June~~September 30, 2025 (in thousands):

Remainder of 2025	$	~~2,231~~—
2026	4,~~434~~273
2027	—
2028	632,500
2029	518,225
Thereafter	—
	$	1,~~157~~154,~~390~~998

For the three and ~~six~~nine months ended ~~June~~September 30, 2025, interest expense of $14.4 million and $2843.92 million, respectively, including total interest expense related to our debt of $10.54 million and $2031.93 million, respectively, was recorded in interest expense on the condensed consolidated statements of operations.

For the three and ~~six~~nine months ended ~~June~~September 30, 2024, interest expense of $1516.48 million and $2946.97 million, respectively, including total interest expense related to our debt of $810.75 million and $1626.48 million, respectively, was recorded in interest expense on the condensed consolidated statements of operations.

2122

89. Leases

Facilities, Energy Servers, and Vehicles

For the three and ~~six~~nine months ended ~~June~~September 30, 2025, rent expense for all occupied facilities were $5.3 million and $1015.58 million, respectively. For the three and ~~six~~nine months ended ~~June~~September 30, 2024, rent expense for all occupied facilities were $5.6 million and $1116.28 million, respectively.

Operating and financing lease right-of-use assets and lease liabilities as of ~~June~~September 30, 2025, and December 31, 2024, were as follows (in thousands):

	June 30,		December 31,
	September 30,		December 31,
	2025		2024
Operating Leases:
Operating lease right-of-use assets, net 1, 2	$	~~117~~112,~~280~~677	$	122,489
Current operating lease liabilities	(21,~~201~~438)		(19,642)
Non-current operating lease liabilities	(~~117~~112,~~452~~188)		(124,523)
Total operating lease liabilities	(~~138~~133,~~653~~626)		(144,165)
Finance Leases:
Finance lease right-of-use assets, net 2, 3, 4	3,~~598~~495		3,214
Current finance lease liabilities5	(1,113)		(981)
Non-current finance lease liabilities6	(2,~~737~~648)		(2,450)
Total finance lease liabilities	(3,~~850~~761)		(3,431)
Total lease liabilities	$	(~~142~~137,~~503~~387)	$	(147,596)

1 These assets primarily include leases for facilities, Energy Server systems, and vehicles.

2 Net of accumulated amortization.

3 These assets primarily include leases for vehicles.

4 Included in property, plant and equipment, net in the condensed consolidated balance sheets.

5 Included in accrued expenses and other current liabilities in the condensed consolidated balance sheets.

6 Included in other long-term liabilities in the condensed consolidated balance sheets.

The components of our lease costs for the three and ~~six~~nine months ended ~~June~~September 30, 2025, and 2024, were as follows (in thousands):

Three Months Ended

~~Six~~Nine Months Ended

June 30,

September 30,

2025

2024

2025

2024

Operating lease costs

8,~~019~~044

9,~~037~~048

1523,~~923~~967

1726,~~942~~990

Financing lease costs:

Amortization of right-of-use assets

~~214~~308

~~194~~120

~~391~~699

~~491~~611

Interest on lease liabilities

8988

6361

~~171~~259

~~129~~190

Total financing lease costs

~~303~~396

~~257~~181

~~562~~958

~~620~~801

Short-term lease costs

~~607~~616

2336

1,~~237~~853

3268

Total lease costs

89,~~929~~056

9,~~317~~265

1726,~~722~~778

1827,~~594~~859

2223

Weighted average remaining lease terms and discount rates for our leases as of ~~June~~September 30, 2025, and December 31, 2024, were as follows:

	June 30,		December 31,
	September 30,		December 31,
	2025		2024
Weighted average remaining lease term:
Operating leases	6.42 years		6.7 years
Finance leases	3.65 years		3.7 years
Weighted average discount rate:
Operating leases	10.5	%	10.6	%
Finance leases	9.2	%	9.2	%

Future lease payments under lease agreements as of ~~June~~September 30, 2025, were as follows (in thousands):

Operating Leases

Finance Leases

Remainder of 2025

178,~~122~~478

~~738~~379

2026

3433,~~091~~983

1,~~293~~346

2027

33,~~622~~379

1,~~139~~193

2028

27,~~784~~941

~~810~~864

2029

21,~~080~~298

~~500~~546

2030

1819,~~832~~061

1941

Thereafter

41,~~083~~116

—

Total minimum lease payments

~~193~~185,~~614~~256

4,~~499~~369

Less: amounts representing interest or imputed interest

(5451,~~961~~630)

(~~649~~608)

Present value of lease liabilities

~~138~~133,~~653~~626

3,~~850~~761

For additional information on leases, see Part II, Item 8, Note 8 — Leases, section Facilities, Energy Server Systems, and Vehicles in our 2024 Form 10-K.

Managed Services Financing

For details on Managed Services Financing refer to Part I, Item 7, Section Purchase and Financing Options, sub-section Managed Services Financing and Part II, Item 8, Note 8 — Leases, section Facilities, Energy Server Systems, and Vehicles in our 2024 Form 10-K.

We recognized $72.13 million and $9.4 million of product revenue and $2.32 million and $4.5 million of installation revenue from successful sale-and leaseback transactions for the ~~six~~three and nine months ended ~~June~~September 30, 2024, respectively. There were no successful sale-and-leaseback transactions for the three ~~months ended June 30, 2025,~~ and ~~2024,~~nine ~~and six~~ months ended ~~June~~September 30, 2025. ~~The~~Operating ~~recognized operating~~ lease expense recognized from successful sale-and-leaseback transactions ~~for~~was ~~the three and six months ended June 30, 2025, were~~ $3.43 million and $610.81 million, ~~respectively. The recognized operating lease expense from successful sale-and-leaseback transactions~~ for the three and ~~six~~nine months ended ~~June~~September 30, ~~2024~~2025, ~~were~~respectively, compared to $3.2 million and $69.35 million, ~~respectively~~for the same periods in 2024.

Operating lease right-of-use assets from successful sale-and-leaseback transactions as of ~~June~~September 30, 2025, and December 31, 2024, were $4341.2 million and $47.2 million, respectively. Operating lease liabilities from successful sale-and-leaseback transactions as of ~~June~~September 30, 2025, and December 31, 2024, were $4644.4 million and $50.4 million, including long-term operating lease liability of $3735.63 million and $42.1 million, respectively. Financing obligations from successful sale-and leaseback transactions as of ~~June~~September 30, 2025, and December 31, 2024, were $109.04 million and $11.0 million, including long term financing obligations of $7.71 million and $8.9 million, respectively.

2324

At ~~June~~September 30, 2025, future lease payments under the Managed Services Agreements financing obligations were as follows (in thousands):

Financing Obligations

Remainder of 2025

126,~~501~~291

2026

23,~~448~~794

2027

17,~~577~~931

2028

1112,~~913~~275

2029

7,~~267~~637

Thereafter

19,~~647~~897

Total minimum lease payments

9287,~~353~~825

Less: imputed interest

(4542,~~304~~059)

Present value of net minimum lease payments

4745,~~049~~766

Less: current financing obligations

(2936,~~060~~556)

Long-term financing obligations

179,~~989~~210

The total financing obligations, as reflected in our condensed consolidated balance sheets, were $~~249~~246.03 million and $255.8 million as of ~~June~~September 30, 2025, and December 31, 2024, respectively. We expect the difference between these obligations and the principal obligations in the table above to be offset against the carrying value of the related Energy Server systems at the end of the lease and the remainder recognized as either a net gain or a net loss at that point.

910. Stock-Based Compensation and Employee Benefit Plans

Share-based grants are designed to reward employees for their long-term contributions to us and provide incentives for them to remain with us. For details on our Equity Incentive Plans, refer to Part II, Item 8, Note 9 — Stock-Based Compensation and Employee Benefit Plans, sections 2012 Equity Incentive Plan and 2018 Equity Incentive Plan in our 2024 Form 10-K.

Stock-Based Compensation Expense

The following table summarizes the components of stock-based compensation expense in the condensed consolidated statements of operations (in thousands):

Three Months Ended

~~Six~~Nine Months Ended

June 30,

September 30,

2025

2024

2025

2024

Cost of revenue

5,~~714~~719

43,~~110~~778

1016,~~543~~262

711,~~924~~702

Research and development

78,~~913~~205

65,~~008~~313

1523,~~740~~945

1116,~~092~~405

Sales and marketing

57,~~320~~145

32,~~270~~684

916,~~830~~975

58,~~360~~044

General and administrative

1117,~~230~~084

65,~~035~~282

2643,~~266~~350

1319,~~907~~189

3038,~~177~~153

1917,~~423~~057

62100,~~379~~532

3855,~~283~~340

For the three and ~~six~~nine months ended ~~June~~September 30, 2025, and ~~June 30,~~ 2024, stock-based compensation expense capitalized on inventory and deferred cost of goods sold were not material.

2425

Stock Option and Stock Award Activity

Stock Options

The following table summarizes the stock option activity under our stock plans during the reporting period:

	Outstanding Options
	Number ofShares	WeightedAverageExercisePrice		RemainingContractualLife (Years)	AggregateIntrinsicValue
	(in thousands)
Balances at December 31, 2024	7,432,821	$	18.72	4.1	$	53,453
Granted	~~100~~111,~~000~~504	2022.3324
Exercised	(164,171)	7.82
PSOs adjustment	431,249	—
Forfeited / Expired	(141,261)	30.52
Exercised	(1,652,241)	23.77
Balances at June 30, 2025	7,227,389	18.71		3.8	58,370
Forfeited / Expired	(228,973)	30.62
Vested and expected to vest at June 30, 2025	7,004,275	18.96		3.7	55,427
Balances at September 30, 2025	6,094,360	16.30		4.5	416,054
Exercisable at June 30, 2025	6,148,785	$	20.14	3.0	$	43,908
Vested and expected to vest at September 30, 2025	5,921,046	16.46		4.4	403,305
Exercisable at September 30, 2025	5,137,484	$	17.32	3.7	$	345,525

During the three and ~~six~~nine months ended ~~June~~September 30, 2025, we recognized $1.26 million and $24.62 million of stock-based compensation costs for stock options, respectively. During the three and ~~six~~nine months ended ~~June~~September 30, 2024, we recognized $1.0.9 million and $1.2.1 million of stock-based compensation costs for stock options, respectively.

During the first ~~quarter~~and ofthird ~~the~~quarters of fiscal year 2025, we granted 111,504 and 11,504 stock options, respectively. The first-quarter grant included 100,000 performance-based stock options (“PSOs”) issued to a non-executive employee, towhich ~~purchase~~are ~~shares of common stock,~~ subject to ~~performance-based~~ vesting ~~criteria~~upon ~~tied~~achievement toof specified corporate milestones. ~~(the~~No “PSOs~~”).~~ ~~There~~ were ~~no PSOs~~ granted during the three months ended ~~June~~September 30, 2025. During the three and ~~six~~nine months ended ~~June~~September 30, 2024, we granted ~~175~~180,~~348~~000 and 1,~~175~~355,348 stock options, respectively, including ~~955~~1,135,000 PSOs granted to certain executive employees in the first quarter of the fiscal year 2024. PSOs have a 10-year term, an exercise price equal to the fair market value of our Class A common stock on the date of grant, and vest at the end of three-year performance period and over a three- or four-year requisite service period.

We used the following weighted-average assumptions in applying the Black-Scholes valuation model for determination of the stock options valuation:

	Three Months Ended		~~Six~~Nine Months Ended
	June 30,		June 30,
	September 30,		September 30,
	2025	2024	2025	2024
Risk-free interest rate	—3.9%	43.47%	3.9% - 4.1%	43.17% - 4.4%
Expected term (years)	—6.1	6.0	6.1	6.0
Expected dividend yield	—	—	—	—
Expected volatility	—93.9%	9695.03%	93.4% - 93.9%	9695.03% - 97.1%

During the three and ~~six~~nine months ended ~~June~~September 30, 2025, the intrinsic value of stock options exercised was $126.98 million and $329.19 million, respectively. During the three and ~~six~~nine months ended ~~June~~September 30, 2024, the intrinsic value of stock options exercised was $0.21 million and $0.78 million, respectively.

As of ~~June~~September 30, 2025, and December 31, 2024, we had unrecognized compensation costs related to unvested stock options of $5.4.5 million and $7.2 million, respectively. This cost is expected to be recognized over the remaining weighted-average period of 1.64 years and 2.1 years, respectively. Cash received from stock options exercised totaled $037.14 million and $138.37 million for the three and ~~six~~nine months ended ~~June~~September 30, 2025, respectively. Cash received from stock options exercised totaled $0.21 million and $0.78 million for the three and ~~six~~nine months ended ~~June~~September 30, 2024, respectively.

2526

Stock Awards

A summary of our stock awards activity and related information is as follows:

	Number ofAwardsOutstanding	WeightedAverage GrantDate FairValue
Unvested Balance at December 31, 2024	12,896,465	$	16.29
Granted	4,~~519~~994,~~482~~872	2023.3046
Vested	(34,~~723~~358,~~916~~653)	14.3841
Forfeited	(12,~~762~~133,~~198~~845)	14.0651
Unvested Balance at June 30, 2025	11,929,833	$	18.27
Unvested Balance at September 30, 2025	11,398,839	$	19.84

The estimated fair value of restricted stock units (“RSUs”) and performance stock units (“PSUs”) is based on the fair value of our Class A common stock on the date of grant. For the three and ~~six~~nine months ended ~~June~~September 30, 2025, we recognized $2533.91 million and $5487.7 million of stock-based compensation costs for stock awards, respectively. For the three and ~~six~~nine months ended ~~June~~September 30, 2024, we recognized $1513.54 million and $3346.48 million of stock-based compensation costs for stock awards, respectively.

As of ~~June~~September 30, 2025, and December 31, 2024, we had $~~235~~236.16 million and $161.8 million of unrecognized stock-based compensation expense related to unvested stock awards, expected to be recognized over a weighted average period of 2.32 years and 2.2 years, respectively.

Executive Awards

On February 18, ~~2025~~May 13, and ~~May~~August 1328, 2025, the Company granted RSUs and PSUs to certain executive ~~staff~~officers under the 2018 Plan (collectively, the “2025 Executive Awards”)~~, pursuant to the 2018 Plan~~.

The RSUs granted to certain executive officers are subject to time-based vesting conditions. These RSUs vest under one of two schedules: (1) 40% of the RSUs vest on the first anniversary of the vesting commencement date of March 15, 2025, with the remaining 60% vesting in equal quarterly installments over the subsequent two years; or (2) the RSUs vest over a four-year period, with 25% vesting on the first anniversary of the vesting commencement date of December 15, 2024, and the remaining 75% vesting in equal quarterly installments over the following three years.

~~The~~ PSUs ~~are~~vest ~~subject~~either to(i) 100% at the end of a three-year performance period (cliff vesting) ~~schedule~~or ~~and~~(ii) ~~will~~in ~~vest~~three annual installments based on the achievement of performance ~~metrics~~ targets ~~over~~for ~~the~~each ~~performance period~~year, ~~contingent~~in ~~upon~~each ~~the~~case ~~recipient’s~~subject to continued employment ~~and service~~ through the ~~end~~applicable ofvesting ~~the three-year performance period~~date(s). Stock-based compensation ~~costs~~related ~~associated~~to ~~with~~ the 2025 Executive Awards ~~are~~is recognized over the three-year service period asbased weon ~~evaluate~~ the estimated probability of ~~the~~achieving ~~achievement of~~ the performance conditions.

As of ~~June~~September 30, 2025, the unamortized compensation expense for these RSUs and the PSUs was $2426.2 million.

For details on the 2021 — 2024 Executive Awards refer to Part II, Item 8, Note 9 — Stock-Based Compensation and Employee Benefit Plans, section Executive Awards in our 2024 Form 10-K.

As of ~~June~~September 30, 2025, and December 31, 2024, the unamortized compensation expense for the RSUs, the PSUs, the time-based stock options and PSOs per the 2024 Executive Awards and the Replacement Awards (as defined in Part II, Item 8, Note 9 — Stock-Based Compensation and Employee Benefit Plans, section Executive Awards, sub-section Fiscal Year 2024 in our 2024 Form 10-K) was $8486.40 million and $66.8 million, respectively.

As of ~~June~~September 30, 2025, and December 31, 2024, the unamortized compensation expense for the 2023 Executive Awards was $10.19 million and $1.8 million, respectively.

As of ~~June~~September 30, 2025, and December 31, 2024, the unamortized compensation expense for the 2022 Executive Awards was $0.54 million and $1.0 million, respectively.

As of ~~June~~September 30, 2025, and December 31, 2024, the unamortized compensation expense for the 2021 Executive Awards was $10.39 million and $3.7 million.

2627

The following table presents the stock activity and the total number of shares available for grant under our stock plans:

						Plan Shares Availablefor Grant
Balances at December 31, 2024						35,263,475
Added to plan						9,978,870
Granted						(45,~~638~~537,~~480~~994)
Cancelled/Forfeited						12,~~921~~362,~~841~~805
Expired						(~~145~~214,~~506~~023)
Balances at June 30, 2025						42,380,200
Balances at September 30, 2025						41,853,133

2018 Employee Stock Purchase Plan

For details on the 2018 Employee Stock Purchase Plan (the “2018 ESPP”), refer to Part II, Item 8, Note 9 — Stock-Based Compensation and Employee Benefit Plans, section 2018 Employee Stock Purchase Plan in our 2024 Form 10-K.

During the three and ~~six~~nine months ended ~~June~~September 30, 2025, we recognized $2.17 million and $47.52 million of stock-based compensation costs for the 2018 ESPP, respectively. During the three and ~~six~~nine months ended ~~June~~September 30, 2024, we recognized $2.47 million and $14.30 million of stock-based compensation costs for the 2018 ESPP, respectively.

We issued ~~630~~443,~~607~~322 and ~~632~~417,~~688~~267 shares induring the ~~six~~three months ended ~~June~~September 30, 2025, and 2024, respectively, and 1,073,929 and 1,049,955 shares during the nine months ended September 30, 2025, and 2024, respectively. During the ~~six~~nine months ended ~~June~~September 30, 2025, and 2024, we added an additional 2,494,717 and 2,418,528 shares, respectively. There were 1817,~~437~~993,~~267~~945 and 16,573,157 shares available for issuance as of ~~June~~September 30, 2025, and December 31, 2024, respectively.

As of ~~June~~September 30, 2025, and December 31, 2024, we had $711.74 million and $5.9 million of unrecognized stock-based compensation costs, expected to be recognized over a weighted average period of 0.89 years and 0.8 years, respectively.

We used the following weighted-average assumptions in applying the Black-Scholes valuation model for determination of the 2018 ESPP share valuation:

	Three Months Ended		~~Six~~Nine Months Ended
	June 30,		June 30,
	September 30,		September 30,
	2025	2024	2025	2024
Risk-free interest rate	43.28% - 4.3%	4.61% - 5.3%	43.18% - 5.0%	4.61% - 5.6%
Expected term (years)	0.5 - 2.0	0.5 - 2.0	0.5 - 2.0	0.5 - 2.0
Expected dividend yield	—	—	—	—
Expected volatility	8180.5% - 115.2%	62.4% - 7078.07%	66.2% - 115.2%	54.1% - 7478.87%

1011. Related Party Transactions

~~There~~SK ~~have~~ecoplant ~~been~~Reduction ~~no changes~~ in related party relationships during the six months ended June 30, 2025. For information on our related party transactions, see Part II, Item 8, Note 12 — Related Party Transactions in our 2024 Form 10-K.Ownership

27On July 10, 2025, SK ecoplant sold 10.0 million shares of the Company’s Class A common stock. As a result of this transaction, SK ecoplant’s ownership interest in the Company decreased to 5.8%. Accordingly, effective as of that date, SK ecoplant is no longer a related party. Subsequently, on August 14, 2025, and September 29, 2025, SK ecoplant sold another 2.6 million and 3.9 million shares of the Company’s Class A common stock, respectively. As of September 30, 2025, SK ecoplant’s ownership interest in the Company was 2.9%.

The Fund JVs

During the three months ended September 30, 2025, the Company and Brookfield established the Fund JVs, which qualify as related parties under the guidance of ASC 850, Related Party Disclosures. For details, refer to Note 7 — Investments in Unconsolidated Affiliates in this Quarterly Report on Form 10-Q. For the three months ended September 30, 2025, we recognized $255.7 million and $32.3 million of product and installation revenue, respectively, from sales of Energy Server systems to the Fund JVs, which were transacted at arms-length basis and prevailing market terms. The accounts receivable due from the Fund JVs were $38.5 million as of September 30, 2025.

As discussed in Note 7 — Investments in Unconsolidated Affiliates in this Quarterly Report on Form 10-Q, we recognized equity in loss of unconsolidated affiliates of $19.6 million for the three months ended September 30, 2025. Our contributions of $24.6 million to the Fund JVs were made during the three months ended September 30, 2025, and our total funding commitment under the Fund JVs’ agreements is $41.8 million. As of September 30, 2025, the Company had an unfunded investment commitment of $0.7 million related to the Fund JVs.

There have been no other changes in related party relationships during the nine months ended September 30, 2025. For information on our related party transactions, see Part II, Item 8, Note 11 — Related Party Transactions in our 2024 Form 10-K. For details of the strategic investment with SK ecoplant, please refer to Part II, Item 8, Note 17 — SK ecoplant Strategic Investment in our 2024 Form 10-K.

Our operations include the following related party transactions (in thousands):

	Three Months Ended				~~Six~~Nine Months Ended
	June 30,				June 30,
	September 30,				September 30,
	2025		2024		2025		2024
Total revenue from related parties1	$	27,077	$	86,846	$	29,860	$	209,014
Total related party revenue1	$	287,985	$	126,627	$	317,845	$	335,641
Cost of product revenue2	—		5448		—		74122
General and administrative expenses3	~~198~~63		~~158~~164		~~371~~434		~~361~~525
Interest expense4	495		5051		96101		~~102~~153
Equity in loss of unconsolidated affiliates5	19,599		—		19,599		—

1 ~~Total~~Includes total revenue ~~from~~ related ~~parties~~to ~~for~~(a) ~~the~~Korean ~~three and six months ended June 30~~JV, ~~2025, and 2024, includes revenue from~~ (ab) ~~Korean~~the JVFund JVs and (bc) SK ecoplant, ~~(see~~which ~~Note~~no 15longer —a SKrelated ~~ecoplant~~party ~~Strategic~~since ~~Investment)~~July 10, 2025.

2 Includes expenses billed by SK ecoplant to Korean JV for headcount support, maintenance and other services.

3 Includes rent expenses per operating lease agreements entered between Korean JV and SK ecoplant and miscellaneous expenses billed by SK ecoplant to Korean JV.

4 Interest expense per two term loans entered into between Korean JV and SK ecoplant in fiscal year 2024 (see Part II, Item 8, Note 7 — Outstanding Loans and Security Agreements, section Non-recourse Debt Facilities in our Annual Form 10-K for the fiscal year ended December 31, 2024).

~~Below~~5 isRepresent ~~the~~equity ~~summary~~in loss of ~~outstanding~~the ~~related~~Fund ~~party~~JVs ~~balances~~(see asNote of7 ~~June 30,~~— ~~2025,~~Investments ~~and~~in ~~December 31,~~Unconsolidated ~~2024~~Affiliates (in ~~thousands~~this Quarterly Report on Form 10-Q):.

	June 30,		December 31,
	2025		2024
Accounts receivable	$	90,878	$	93,510
Contract assets	1		800
Prepaid expenses and other current assets	961		1,215
Operating lease right-of-use assets1	1,279		1,385
Other long-term assets	8,731		8,776
Accounts payable	38		—
Accrued warranty	1,250		1,205
Accrued expenses and other current liabilities	7,493		3,989
Deferred revenue and customer deposits, current	5,571		8,857
Operating lease liabilities, current1	516		442
Non-recourse debt, current2	1,478		—
Deferred revenue and customer deposits, long-term	2,485		3,335
Operating lease liabilities, non-current1	800		977
Non-recourse debt, non-current2	2,956		4,057

Below is the summary of outstanding related party balances as of September 30, 2025, and December 31, 2024 (in thousands):


	September 30,		December 31,
	2025		2024

Accounts receivable	$	38,513	$	93,510


Contract assets	88,198		800

Prepaid expenses and other current assets	—		1,215
Investments in unconsolidated affiliates	5,939		—
Operating lease right-of-use assets1	—		1,385
Other long-term assets	—		8,776

Accrued warranty	—		1,205
Accrued expenses and other current liabilities	3,468		3,989
Deferred revenue and customer deposits, current	—		8,857
Operating lease liabilities, current1	—		442

Deferred revenue and customer deposits, long-term	—		3,335
Operating lease liabilities, non-current1	—		977
Non-recourse debt, non-current2	—		4,057

1 Balances relate to operating leases entered between Korean JV and SK ecoplant.

2 Represents the total balance of two term loans entered between Korean JV and SK ecoplant in fiscal year 2024 (see Part II, Item 8, Note 7 — Outstanding Loans and Security Agreements, section Non-recourse Debt Facilities in our ~~Annual~~2024 Form 10-K ~~for the fiscal year ended December 31, 2024~~).

The following are the aggregate carrying values of the Korean JV’s assets and liabilities in our condensed consolidated balance sheets, after eliminations of intercompany transactions and balances, as of September 30, 2025, and December 31, 2024 (in thousands):


	September 30,		December 31,
	2025		2024
Assets
Current assets:
Cash and cash equivalents	$	14,895	$	15,767
Accounts receivable	19		2,515
Inventories	17,249		15,020
Prepaid expenses and other current assets	4,069		3,361
Total current assets	36,232		36,663
Property, plant and equipment, net	1,524		1,796
Operating lease right-of-use assets	1,271		1,663
Other long-term assets	42		40
Total assets	$	39,069	$	40,162


	September 30,		December 31,
	2025		2024
Liabilities
Current liabilities:
Accounts payable	$	3,316	$	7,693
Accrued expenses and other current liabilities	2,795		2,154
Operating lease liabilities	513		442
Non-recourse debt	1,424		—
Total current liabilities	8,048		10,289
Operating lease liabilities	636		977
Non-recourse debt	2,849		4,057
Total liabilities	$	11,533	$	15,323

For additional information on SK ecoplant Joint Venture and Strategic Partnership, see Part II, Item 8, Note 11 — Related Party Transactions and Note 17 — SK ecoplant Strategic Investment in our 2024 Form 10-K.

~~On July 10, 2025, SK ecoplant completed the sale of 10 million shares of the Company’s common stock~~12. ~~For~~Commitments ~~additional~~and ~~information, see Note 16 — Subsequent Events in this Quarterly Report on Form 10-Q.~~Contingencies

11. Commitments and Contingencies

Commitments

Purchase Commitments with Suppliers and Contract Manufacturers — As of ~~June~~September 30, 2025, and December 31, 2024, we had no material open purchase orders with our component suppliers and third-party manufacturers that are expected to be realized within more than a 12-month period and are not cancellable. For additional information on purchase commitments with suppliers and contract manufacturers, see Part II, Item 8, Note 13 — Commitments and Contingencies, section Commitments in our 2024 Form 10-K.

Performance Guarantees — We paid $32.04 million and $1417.60 million for the three and ~~six~~nine months ended ~~June~~September 30, 2025, respectively, for guarantees that we provide customers on the output performance of our Energy Server systems. For the three and ~~six~~nine months ended ~~June~~September 30, 2024, we paid $1.89 million and $1618.98 million for such performance guarantees, respectively. For additional information on performance guarantees, see Part II, Item 8, Note 13 — Commitments and Contingencies, section Commitments in our 2024 Form 10-K.

Letters of Credit — In 2019, pursuant to the PPA II repowering of the Energy Server systems, we agreed to indemnify our financing partner for losses that may be incurred in the event of certain regulatory, legal or legislative developments and established a cash-collateralized letter of credit facility for this purpose. As of December 31, 2024, the balance of this cash-collateralized letter of credit was $9.5 million. The entire balance of the cash-collateralized letter of credit related to PPA II was released in the second quarter ~~ended~~of ~~June 30,~~the fiscal year 2025 and the balance of the funds returned to the Company.

In addition, we have other outstanding letters of credit issued to our customers and other counterparties in the U.S. and international locations under different performance and financial obligations. These letters of credit are collateralized through cash deposited in the controlled bank accounts with the issuing banks and are classified as restricted cash in our condensed consolidated balance sheets. As of ~~June~~September 30, 2025, and December 31, 2024, the balances of the cash-collateralized letters of credit issued to our customers and other counterparties in the U.S. and international locations other than PPA II were $2324.84 million and $131.2 million, respectively.

Pledged Funds — In 2019, pursuant to the PPA IIIb repowering of the Energy Server systems, we established a restricted cash fund of $20.0 million, which had been pledged for a seven-year period to fund our operations and maintenance obligations with respect to the totality of our obligations to the financier. These funds will be released to us by the end of 2026 as long as the Energy Server systems continue to perform in compliance with our warranty obligations. As of ~~June~~September 30, 2025, and ~~December 31, 2024, the balance of the restricted cash fund was $7.5 million and $7.4 million, respectively.~~

December 31, 2024, the balance of the restricted cash fund was $7.6 million and $7.4 million, respectively.

Contingencies

Indemnification Agreements — See Part II, Item 8, Note 13 — Commitments and Contingencies, section Contingencies in our 2024 Form 10-K. To date, we have not paid any claims or been required to defend any action related to our indemnification obligations with customers and certain other business partners. However, we may record charges in the future as a result of these indemnification obligations.

Investment Tax Credits — See Part II, Item 8, Note 13 — Commitments and Contingencies, section Contingencies in our 2024 Form 10-K.

Legal Matters — We are involved in various legal proceedings that arise in the ordinary course of business. We review all legal matters at least quarterly and assess whether an accrual for loss contingencies needs to be recorded. We record an accrual for loss contingencies when management believes that it is both probable that a liability has been incurred and the amount of the loss can be reasonably estimated. Legal matters are subject to uncertainties and are inherently unpredictable, so the actual liability in any such matter may be materially different from our estimates. If an unfavorable resolution were to occur, there exists the possibility of a material adverse impact on our consolidated financial condition, results of operations or cash flows for the period in which the resolution occurs or in future periods.

In February 2022, Plansee SE/Global Tungsten & Powders Corp. (“Plansee/GTP”), a former supplier, filed a request for expedited arbitration with the World Intellectual Property Organization Arbitration and Mediation Center in Geneva Switzerland (“WIPO”), for various claims allegedly in relation to an Intellectual Property and Confidential Disclosure Agreement between Plansee/GTP and Bloom Energy Corporation. Plansee/GTP’s statement of claims includes allegations of infringement of U.S. Patent Nos. 8,802,328, 8,753,785 and 9,434,003. On April 3, 2022, we filed a complaint against Plansee/GTP in the Eastern District of Texas to address the dispute between Plansee/GTP and Bloom Energy Corporation in a proper forum before a U.S. Federal District Court. Our complaint seeks the correction of inventorship of U.S. Patent Nos. 8,802,328, 8,753,785 and 9,434,003 (the “Patents-in-Suit”); declaratory judgment of invalidity, unenforceability, and non-infringement of the Patents-in-Suit; and declaratory judgment of no misappropriation. Further, our complaint seeks to recover damages we have suffered in relation to Plansee/GTP’s business dealings that, as alleged, constitute acts of unfair competition, tortious interference contract, breach of contract, violations of the Racketeer Influenced and Corrupt Organizations (RICO) Act and violations of the Clayton Antitrust Act. On June 9, 2022, Plansee/GTP filed a motion to dismiss the complaint filed in the Eastern District of Texas and compel arbitration (or alternatively to stay). On February 9, 2023, Magistrate Judge Payne issued a report and recommendation to stay the district court action pending an arbitrability determination by the arbitrator for each claim. On April 26, 2023, Judge Gilstrap stayed the district court action pending arbitrability determinations by the arbitrator in the WIPO proceeding. On October 2, 2023, the arbitrator in the WIPO proceeding issued a ruling concluding that all the parties’ claims were arbitrable.

~~Agreement between Plansee/GTP and Bloom Energy Corporation. Plansee/GTP’s statement of claims includes allegations of infringement of U.S. Patent Nos. 8,802,328, 8,753,785 and 9,434,003.~~ On ~~April~~November 318, ~~2022~~2023, ~~we filed a complaint against Plansee/GTP in~~ the ~~Eastern~~arbitrator ~~District~~bifurcated ~~of Texas to address~~ the ~~dispute~~arbitration ~~between~~into ~~Plansee/GTP and Bloom Energy Corporation in~~ a ~~proper~~first ~~forum~~phase ~~before~~focusing aon ~~U.S.~~Bloom’s ~~Federal~~claims ~~District~~directed ~~Court.~~to ~~Our~~improper ~~complaint seeks the correction of~~ inventorship of ~~U.S. Patent Nos. 8,802,328, 8,753,785 and 9,434,003 (~~the “Patents-in-Suit~~”);~~ ~~declaratory~~and ~~judgment~~Bloom’s ofdefective ~~invalidity,~~product ~~unenforceability,~~claims. ~~and~~Briefing ~~non-infringement~~on of the ~~Patents-in-Suit;~~first ~~and~~phase ~~declaratory~~took ~~judgment~~place ofthroughout no2024 ~~misappropriation.~~and ~~Further,~~the ~~our~~first ~~complaint~~half ~~seeks~~of to2025. ~~recover~~An ~~damages~~evidentiary wehearing ~~have~~with ~~suffered~~witness intestimony ~~relation~~commenced toon ~~Plansee/GTP’s~~July ~~business dealings that~~21, ~~as alleged~~2025, ~~constitute~~and ~~acts~~continued ofthrough ~~unfair~~August ~~competition~~1, ~~tortious~~2025. ~~interference~~Post ~~contract,~~hearing ~~breach~~briefs ofwere ~~contract,~~submitted ~~violations~~on ofOctober ~~the~~3, ~~Racketeer Influenced and Corrupt Organizations (RICO) Act and violations of the Clayton Antitrust Act~~2025. OnThere ~~June~~is 9,no ~~2022,~~set ~~Plansee/GTP~~time ~~filed~~frame for a ~~motion~~decision tofrom ~~dismiss~~ the ~~complaint~~Arbitrator ~~filed~~on in the ~~Eastern~~first ~~District~~phase of ~~Texas~~the ~~and compel~~ arbitration ~~(or alternatively to stay)~~. We ~~filed~~are ~~our~~unable ~~opposition on June 30, 2022, Plansee/GTP filed its reply on July 14, 2022, and we filed our sur-reply on July 22, 2022. On February 9, 2023, Magistrate Judge Payne issued a report and recommendation~~ to ~~stay~~predict the ~~district~~ultimate ~~court~~outcome ~~action~~of ~~pending an arbitrability determination by~~ the ~~arbitrator~~arbitration ~~for~~at ~~each~~this ~~claim~~time.

~~On February 23, 2023, we filed an amended complaint adding additional causes of action and filed objections to the Magistrate’s report and recommendation~~13. OnSegment April 26, 2023, Judge Gilstrap overruled our objections to the Magistrate’s report and recommendation and stayed the district court action pending arbitrability determinations by the arbitrator in the WIPO proceeding. The arbitration had been held in abeyance awaiting the decision of the Eastern District of Texas. A hearing by the arbitrator in WIPO on arbitrability took place on June 27, 2023. On October 2, 2023, the arbitrator in the WIPO proceeding issued a ruling concluding that all the parties’ claims were arbitrable. On November 18, 2023, the arbitrator bifurcated the arbitration into a first phase that will focus on Bloom’s claims directed to improper inventorship of the Patents-in-Suit and Bloom’s defective product claims. Briefing on the first phase took place throughout 2024 and the evidentiary hearing commenced on July 21, 2025, and will continue through August 1, 2025. Post hearing briefing and other matters are expected through the remainder of 2025. We are unable to predict the ultimate outcome of the arbitration at this time.Information

12. Segment Information

ASC 280, Segment Reporting, (“ASC 280”) establishes standards for companies to report in their financial statement information about operating segments, products, services, geographic areas, and major customers. Based on the criteria established by ASC 280, our chief operating decision maker (“CODM”) has been identified as the Chief Executive Officer. The CODM reviews consolidated results when making decisions about allocating resources and assessing the performance of the Company as a whole and hence, we have only one reportable segment. We do not distinguish between markets or segments for the purpose of internal reporting.

For discussion of significant segment expenses, other segment items and the Company’s primary measure of segment profitability, refer to Part II, Item 8, Note 14 — Segment Information in our 2024 Form 10-K.

~~For information on the Company’s geographic risk, please refer to Note 1 — Nature of Business, Liquidity and Basis of Presentation, section Concentration of Risk.~~31

~~13.~~For ~~Income~~information ~~Taxes~~on the Company’s geographic risk, please refer to Note 1 — Nature of Business, Liquidity and Basis of Presentation, section Concentration of Risk in this Quarterly Report on Form 10-Q.

~~For the three and six months ended June 30, 2025, we recorded an income tax provisions of $1~~14.0 ~~million~~Income and $1.4 million on pre-tax losses of $41.2 million and $64.2 million for effective tax rates of (2.5)% and (2.3)%, respectively. For the three and six months ended June 30, 2024, we recorded an income tax provision of $0.9 million and $0.4 million, respectively, on pre-tax losses of $60.3 million and $117.4 million for effective tax rates of (1.4)% and (0.3)%, respectively.Taxes

~~The~~For ~~effective~~the three and nine months ended September 30, 2025, we recorded an income tax ~~rate~~provisions of $0.3 million and $1.8 million on pre-tax losses of $22.6 million and $86.8 million for effective tax rates of (1.5)% and (2.1)%, respectively. For the three and ~~six~~nine months ended ~~June~~September 30, ~~2025~~2024, ~~and~~we ~~2024,~~recorded isan ~~lower~~income ~~than~~tax ~~the~~provision ~~statutory~~of ~~federal~~$0.1 ~~tax~~million ~~rate~~and ~~primarily~~$0.5 ~~due~~million, torespectively, aon ~~full~~pre-tax ~~valuation~~losses ~~allowance~~of ~~against~~$14.5 Umillion and $131.S.9 ~~deferred~~million for effective tax ~~assets~~rates of (0.8)% and (0.4)%, respectively.

AsThe ofeffective ~~July 4,~~tax ~~2025,~~rate for the ~~OBBBA~~three ~~was~~and ~~signed~~nine ~~into~~months ~~law~~ended ~~in the U.S.~~September 30, ~~which contains a broad range of tax reform provisions affecting businesses (see Note 1 — Nature of Business~~2025, ~~Liquidity~~ and ~~Basis of Presentation~~2024, ~~section~~is ~~Inflation~~lower ~~Reduction~~than ~~Act of 2022 and~~ the ~~One~~statutory ~~Big~~federal ~~Beautiful~~tax ~~Bill~~rate ~~Act~~primarily indue ~~this~~to ~~Quarterly~~a ~~Report~~full onvaluation ~~Form~~allowance ~~10-Q)~~against U.S. Wedeferred ~~are~~tax ~~evaluating the full effects of the~~ assets.

29As of July 4, 2025, the OBBBA was signed into law in the U.S., which contains a broad range of tax reform provisions affecting businesses (see Note 1 — Nature of Business, Liquidity and Basis of Presentation, section Inflation Reduction Act of 2022 and the One Big Beautiful Bill Act in this Quarterly Report on Form 10-Q). We are evaluating the full effects of the legislation, however we do not expect it to materially change our effective income tax rate for 2025.

legislation.

For additional information on income taxes, refer to Part II, Item 8, Note 15 — Income Taxes in our 2024 Form 10-K.

1415. Net ~~Loss~~Earnings per Share Available to Common Stockholders

Please refer to the condensed consolidated statements of operations for computation of our net loss per share available to common stockholders, basic and diluted.

The following common stock equivalents ~~(in thousands)~~ were excluded from the computation of our net loss per share available to common stockholders, diluted, for the three and ~~six~~nine months presented as their inclusion would have been antidilutive (in thousands):

	Three Months Ended		~~Six~~Nine Months Ended
	June 30,		June 30,
	September 30,		September 30,
	2025	2024	2025	2024
Convertible notes	5962,~~214~~029	5259,~~245~~955	59,~~575~~206	5053,~~003~~357
Stock options and awards	615,~~766~~519	2,~~661~~764	716,~~200~~048	3,~~187~~084
	65,980	54,906	66,775	53,190
	77,548	62,719	75,254	56,441

For additional information on net loss per share available to common stockholders, refer to Part II, Item 8, Note 16 — Net Loss per Share Available to Common Stockholders in our 2024 Form 10-K.

15. SK ecoplant Strategic Investment

thousands):

	June 30,		December 31,
	2025		2024
Assets
Current assets:
Cash and cash equivalents	$	7,999	$	15,767
Accounts receivable	12,138		2,515
Inventories	11,849		15,020
Prepaid expenses and other current assets	3,906		3,361
Total current assets	35,892		36,663
Property and equipment, net	1,654		1,796
Operating lease right-of-use assets	1,405		1,663
Other long-term assets	44		40
Total assets	$	38,995	$	40,162
Liabilities
Current liabilities:
Accounts payable	$	3,472	$	7,693
Accrued expenses and other current liabilities	1,527		2,154
Operating lease liabilities	516		442
Non-recourse debt	1,478		—
Total current liabilities	6,993		10,289
Operating lease liabilities	800		977
Non-recourse debt	2,956		4,057
Total liabilities	$	10,749	$	15,323

For details of the strategic investment with SK ecoplant, please refer to Part II, Item 8, Note 17 — SK ecoplant Strategic Investment in our 2024 Form 10-K.

16. Subsequent Events

OnThere ~~July~~have ~~10,~~been ~~2025,~~no SKsubsequent ~~ecoplant~~events ~~sold~~that ~~10 million~~occurred ~~shares~~during of the ~~Company’s~~period ~~common~~subsequent ~~stock.~~to Asthe adate ~~result~~ of ~~this~~these ~~transaction,~~unaudited SKcondensed ~~ecoplant’s~~consolidated ~~ownership~~financial ~~interest~~statements inthat ~~the~~would ~~Company~~require ~~fell~~adjustment ~~below~~to ~~10%.~~our ~~The~~disclosure ~~Company~~in ~~will~~the ~~evaluate~~unaudited SKcondensed ~~ecoplant’s~~consolidated ~~related~~financial ~~party~~statements ~~status~~as ~~during the third quarter of 2025~~presented.

There have been no other subsequent events that occurred during the period subsequent to the date of these unaudited condensed consolidated financial statements that would require adjustment to our disclosure in the unaudited condensed consolidated financial statements as presented.32

ITEM 2 — MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF

OPERATIONS

This Quarterly Report on Form 10-Q contains “forward-looking statements” within the meaning of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. These forward-looking statements are based on current expectations, estimates, and projections about our industry, management’s beliefs, and certain assumptions made by management. For example, forward-looking statements include, but are not limited to, our plans and expectations regarding future financial results, including our expectations regarding: our ability to 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, develop new products and improve upon our existing products; our ability to anticipate and address customer demand; our strategic ~~partnership~~partnerships with SK ecoplant Co., Ltd. and Brookfield Asset Management; our competitive position in the energy market for on-site power; future deployment of our Bloom Energy Server systems, Bloom Electrolyzers, and other solutions; our ability to increase efficiency of our products; our ability to market our products successfully in connection with the global energy transition and shifting attitudes around climate change; our business strategy and plans and our objectives for future operations; operating results; the sufficiency of our cash, our cash flows from operating activities, and our liquidity and our ability to obtain financing; projected costs and cost reductions; our ability to increase production capacity and achieve cost reductions in our fuel cell products and installation requirements; the adequacy of our agreements with our suppliers; management’s plans and objectives for future operations; 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 to support customer financing needs for our product deployment; capital expenditures; warranty matters; outcomes of 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; legislative actions and regulatory and environmental compliance; government shutdowns; general business and macroeconomic conditions in our markets including inflationary pressure; our supply chain (including any direct or indirect effects from the Russia-Ukraine war, armed conflicts in the Middle East, or geopolitical developments in China); the impact of tariffs on our supply chain and fuel cell product; the impact of changes in government incentives, including the impact of the IRA and the OBBBA; industry trends; our exposure to foreign exchange, interest and credit risk; and the impact of recently adopted accounting pronouncements. All statements contained in this Quarterly Report on Form 10-Q other than statements of historical fact are forward-looking statements. Forward-looking statements may be identified by words such as “future,” “anticipates,” “believes,” “estimates,” “expects,” “intends,” “designs,” “plans,” “predicts,” “targets,” “forecasts,” “will,” “would,” “could,” “can,” “may,” “aim,” “potential,” “mission,” “commit” and similar terms. These statements are based on the beliefs and assumptions of our management based on information currently available to management at the time they are made. Such forward-looking statements are subject to risks, uncertainties and other factors that could cause actual results, events, circumstances, outcomes and the timing of certain events to differ materially from future results or outcomes expressed or implied by such forward-looking statements. Factors that could cause or contribute to such differences include, but are not limited to, those factors discussed in the section titled “Risk Factors” included in Part I, Item 1A of our Annual Report on Form 10-K for the fiscal year ended December 31, 2024, and in our other filings with the SEC. You should review these risk factors for a more complete understanding of the risks associated with an investment in our securities. Such forward-looking statements speak only as of the date of this report. We disclaim any obligation to update any forward-looking statements made in this Quarterly Report on Form 10-Q to reflect events or circumstances after the date of this report 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. The following discussion and analysis should be read in conjunction with our condensed consolidated financial statements and notes thereto included elsewhere in this Quarterly Report on Form 10-Q.

Overview

Description of Bloom Energy

Bloom Energy is a global power solutions company delivering onsite electricity for critical operations. Our mission is to make clean, reliable energy affordable for everyone in the world. We manufacture and deploy proprietary fuel cell technology that is designed to produce ultra-reliable, highly scalable power directly at the point of consumption. Our platform gives enterprises greater control over their energy needs — making power available, enhancing resilience, reducing cost, improving sustainability and supporting business continuity. Bloom’s solutions serve Fortune 500 companies across sectors such as data centers, semiconductor manufacturing, AI infrastructure, utilities, and other commercial and industrial operations. As global demand for electricity rises and grid constraints worsen, onsite generation is becoming an essential part of the modern energy strategy. Bloom systems are designed to operate continuously — whether grid-connected, off-grid, or as part of a hybrid architecture — enabling customers to navigate today’s energy challenges with speed and certainty. Headquartered in Silicon Valley, Bloom Energy has deployed more than 1.5 gigawatts of low-carbon power across over 1,200 ~~installations~~sites worldwide. For additional information, refer to Part I, Item 7, Management’s Discussion and Analysis of Financial Condition and Results of Operations, section Overview, sub-section Description of Bloom Energy in our Annual Report on Form 10-K for the fiscal year ended

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December 31, 2024 (the “2024 Form 10-K”).

Energy Market Conditions

The global energy transition towards a net-zero environment has created new challenges and opportunities for utilities, suppliers of energy solutions, and customers. Shifts and uncertainty in market and regulatory dynamics and corporate and governmental policies are currently impacting the selling process and impacting sales cycles and timelines for our products. 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. 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.

We enable customers to address these energy market challenges by offering fuel 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 ~~needs~~costs, availability and ~~availability~~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 — even in cases where utility interconnection timeliness span years – because the total cost to interconnect, including the build-out of energy transmission infrastructure, often remains unknown until all interconnection studies are completed.

~~Policy~~Proposed ~~proposals~~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, fossil fuels, including natural gas. At the same time, federal directives and state proposals to halt new permits for wind projects, particularly offshore wind, could slow renewable energy adoption and decrease 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. Rising natural gas costs in some regions, increases in gas distribution rates, limited availability of supply, and disruptions in global gas markets have increased the cost of ~~our~~ power solutions for customers and, in certain cases where fuel is unavailable, have resulted in a complete inability to operate the systems. In the U.S., the lack of, or slow development in, pipeline infrastructure has, in the past, 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, Driven by Data Centers and Artificial Intelligence (AI)

Demand for power has continued to significantly outpace available grid-based generation supply, with the need for additional power becoming increasingly acute. inAccording ~~recent~~to ~~periods~~a report by Berkeley Lab, as of the end of 2024, nearly 2,300 gigawatts (GW) of total generation and storage capacity were actively seeking connection to the grid, which is almost twice the country’s current installed capacity. Key factors ~~driving~~that have driven the increasing demand include the transition towards the electrification of transportation and buildings, the reshoring of manufacturing and the rapid adoption of AI. ~~that~~AI in particular has led to the expansion of existing data centers and plans for new greenfield data centers including AI factories, and ~~Federal~~federal incentives for domestic manufacturing, including semiconductor and battery production. These factors, along with economic growth, have placed significant stress on grid supply and have led more companies to consider on-site distributed power, including Bloom Energy Server systems, to meet their power needs.

Time to Power Increases as Power Demand/Supply Mismatch Grows

The increase in power demand, has, ~~in part,~~ elevated the importance of time to power. ~~According~~Bloom toEnergy aServer ~~study~~systems ~~published~~can inbe ~~April~~configured ~~2024~~as byon-site ~~the~~fully-islanded, ~~Lawrence~~microgrid ~~Berkeley~~solutions ~~National~~that ~~Laboratory,~~are not interconnected to the ~~time~~grid, ~~from~~which ~~initiating~~often can provide a ~~request~~customer ~~for~~power ~~interconnection~~in tomonths ~~the~~instead ~~grid~~of toyears. Many utilities have informed data center and manufacturing customers that they

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

Co-locating Large Loads with Distributed Generation Configured as Islanded Microgrids are Gaining in Traction as Energy Solutions to Bypass Long Interconnection Queues and Transmission Upgrades

Our islanded microgrid solution ~~allow~~allows data center and other customers the ability to skip the interconnection queue and start construction. A key to this solution is that our Be FlexibleTM load following capability allows our fuel cell solution to follow a customer’s variable loads without the need to import power from the transmission grid. We believe avoiding lengthy interconnection queues is key to unlocking time to power for our customers. Our islanded microgrid solution also creates ratepayer savings by reducing congestion charges resulting from constraints on the transmission grid and avoiding the need for network transmission investments and upgrades that may be allocated to all ratepayers. In addition to serving a single customer as a distributed generation microgrid solution, our technology can also be used by utilities as an energy transmission asset, helping them serve customers while avoiding the costs of building new transmission and distribution infrastructure.

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. Utilities have been unable to meet this demand through the deployment of renewable sources of energy such as solar and wind 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. Utility companies are exploring alternative means of producing and supplying energy to their end customers, including our Energy Server systems. 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. 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 without impacting its rate base and providing the onsite power as an islanded microgrid can avoid interconnection studies and wait times. In 2024, we entered into multiple agreements with utilities, including a landmark 1 GW supply agreement with a utility that included a 100 MW order in 2024. We expect more utility customers in the future to supplement their power generation with the Bloom Energy Server system. As we work to reduce our product costs, and with utility rates expected to rise due to significant infrastructure investments projected over the next five years to meet rapid demand growth, we expect our energy solutions to become more cost-competitive across more countries, communities, and industries worldwide.

Fuel Flexible Solutions Address Reliability Concerns as well as Near- and Long-term Sustainability Considerations

The impacts of climate change, including more severe and unpredictable weather events, have placed additional strain on aging utility grids and contributed to periods of power outages for those reliant on them. In addition, the recognition of the threat of climate change has led companies and governments to set ambitious emissions goals to reduce the release of carbon dioxide to the atmosphere. Large increases in demand for power are expected to challenge prevailing carbon reduction trajectories when large power users turn to conventional solutions to meet their needs. The Energy Server system is able to provide highly available power to displace dirtier and less efficient conventional combustion solutions like turbines and engines. Deeper decarbonization potential is enabled through fuel flexibility, ~~combined~~ heat ~~and~~capture ~~power~~ (“CHP”) offerings and carbon capture utilization and storage (“CCUS”) capability. In addition to natural gas, 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.

Other Factors Affecting our Performance

Shifting Regulatory Environment

In the U.S., the ITC for fuel cells operating on non-zero-carbon fuels expired on December 31, 2024, under the IRA. Prior to the expiration, the Company and its customers utilized compliant safe harbor mechanisms to secure future deployment of a certain ~~dollar~~volume ~~amount~~ of Energy Server systems that can be placed in service through 2028. The safe harbor mechanism under the IRA provides up to a 50% ITC credit for qualifying fuel cell projects. On July 4, 2025, the One Big Beautiful Bill Act (the “OBBBA”) was enacted into law and under new Section 48E, it restores the ITC at 30% for fuel cell property without regard to emissions for projects beginning construction after December 31, 2026. The 30% tax credit is available at 100% through 2033

and then will be subject to a three-year phase at 75%, 50% and 0%. Under Section 48E, fuel cell property is not eligible for the additional domestic content or energy community credits and our projects will be limited to a 30% ITC credit.

On July 7, 2025, President Trump issued an Executive Order directing the Secretary of the Treasury to issue updated guidance within 45 days on the “beginning of construction” requirements applicable to Section 48E projects. The Executive Order also requires the Secretary to implement the FEOC restrictions set forth in the OBBBA. While these changes are not expected to materially impact us based on our current supply chain and cost structure, they may affect our future decisions around expansion or domestic supply chain investments. In response, we are working to align our development and sourcing strategies with the new credit framework and actively working with our partners and policymakers to support continued momentum for clean, reliable distributed energy solutions. We believe the long-term clarity and stability of the revised ITC for fuel cell property enhances our competitive position, although the phasedown beginning after 2033 and future legislative or regulatory changes could still impact customer economics and our growth.

The Trump Administration has also issued multiple Executive Orders that relate to enabling domestic energy production and AI development and is taking further actions to effectuate that intent (e.g., National Energy Emergency Declaration, Unleashing American Energy, Accelerating Permitting of Datacenter Infrastructure, AI Action Plan, and Department of Energy (DOE) Resource Adequacy Report). These and future Executive Orders and related federal agency actions may benefit Bloom to the extent they provide pathways to expeditiously site energy resources to achieve the Administration’s national security goal of advancing the deployment of AI data centers. Bloom continues to monitor federal action in these areas. It is not yet clear, however, whether these actions will have a material impact on Bloom’s business.

Delays in adoption of Renewable Fuel Standard regulations in the U.S. for the use of biogas to generate electricity for electric vehicles, along with limited governmental focus on the utilization of biogas outside of use by methane-fueled vehicles, have created uncertainty around the broader availability of biogas for industrial uses, including our power solutions. Furthermore, in most jurisdictions, air permits and various land use permits are required for installation of our solutions above certain megawatt thresholds. The time required to obtain these permits has generally increased, while the certainty of approval has decreased, and when issued, the cost of meeting compliance requirements can be cost prohibitive. We have experienced a reluctance in certain states to issue permits for gas generation equipment. Even if issued, states may require a blend of costly renewable fuels or other measures to advance climate goals.

In Ireland, a major data center market, a directive from the Minister for the Department of the Environment, Climate and Communications under the previous administration to restrict grid connections for data centers and other large power users, along with a halt in high-pressure gas installations, has delayed our sales activities. In 2023, the South Korean government moved to a new, government-run bidding process for fuel cell purchases, which has adversely impacted and may continue to impact demand for our power solutions.

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 using our Energy Server systems. In 2024, we entered into multiple agreements with utilities, including a landmark 1 GW supply agreement with a customer that included a 100 MW order in 2024. 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 without impacting its rate base and providing the onsite power as an islanded microgrid can avoid interconnection studies and wait times.

IRA provides up to a 50% ITC credit for qualifying fuel cell projects. On July 4, 2025, the One Big Beautiful Bill Act (the “OBBBA”) was enacted into law and under new Section 48E, it restores the ITC at 30% for fuel cell property without regard to emissions for projects beginning construction after December 31, 2025. The 30% tax credit is available at 100% through 2033 and then will be subject to a three-year phase at 75%, 50% and 0%. Under Section 48E, fuel cell property is not eligible for the additional domestic content or energy community credits and our projects will be limited to a 30% ITC credit.

Additionally, the OBBBA introduces new compliance requirements under the Foreign Entity of Concern (“FEOC”) provisions for both Section 48E and the Advanced Manufacturing Production Tax Credit (“AMPTC”) under Section 45X. These provisions establish a threshold of non-FEOC content that must be met by fuel cell projects beginning construction in 2026 and by manufactured components produced beginning in 2026. Although the rules are still being finalized, given the location of our supply chain we don’t expect the FEOC provisions to limit our fuel cell products’ ability to qualify for the 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 sourcing strategies with the new credit framework and actively working with our partners and policymakers to support continued momentum for clean, reliable distributed energy solutions. We believe the long-term clarity and stability of the revised ITC for fuel cell property enhances our competitive position, although the phasedown beginning after 2033 and future legislative or regulatory changes could still impact customer economics and our growth.

In 2023, the South Korean government moved to a new, government-run bidding process for fuel cell purchases, which has adversely impacted and may continue to impact demand for our power solutions.

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 ~~product~~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 hinder the large-scale development of hydrogen projects. Finally, the OBBBA significantly reduces the ITC for hydrogen under Section 45V as it terminates the Section 45V credit for projects that begin construction after December 31, 2027.

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 depend on bookings from prior years as well as current-year bookings. Historically, the majority of our bookings have occurred in the second half of the year, with a significant portion in the fourth quarter, and we expect this trend to continue in 2025. However, if a substantial portion of our anticipated bookings is delayed beyond our expectations, our revenue, margins, and cash flow for the relevant period could be materially adversely impacted.

Supply Chain Constraints and Trade Tariff Uncertainties

We continue to see effects from global supply chain tightness due to the current inflationary environment, war in Ukraine, armed conflicts in the Middle East and trade tensions between the U.S. and China as well as other countries. ~~We are not aware of, and do not expect any significant direct impact on our business or supply chain from the armed conflicts in the Middle East.~~ While we have not experienced any significant component shortages to date, we are facing pressures from inflation. These dynamics could worsen as a result of continued geopolitical instability or escalation of current military conflicts or trade tensions. The ~~current~~ administration has implemented new tariffs on all trade partners and is in the process of negotiating trade deals. As of the date of the filing on Form 10Q, in light of other cost cutting measures we have implemented we currently expect an adverse impact on gross margin of approximately one percent for the fiscal year 2025.

Our supply chain is not dependent on China, but significant tariffs on imports from other countries where we do source materials could impact our costs. In July 2025, President Trump announced that, depending on the outcome of trade deals he intends to increase the tariffs on some countries staring August 2025. Changes in U.S. or international trade policies, including an escalation in trade tensions or the implementation of broader tariffs, trade restrictions or retaliatory measures on our products or components originating from countries outside the United States could adversely impact our ability to source necessary components, manufacture products at competitive costs, or sell our products at prices customers are willing to pay. Any such developments could materially and adversely affect our business operations, results of operations and cash flows.36

current administration has implemented new tariffs on all trade partners and is in the process of negotiating trade deals. As of the date of the filing on Form 10-Q, in light of other cost cutting measures we have implemented we currently expect an adverse impact on gross margin of approximately one percent for the fiscal year 2025.

Our supply chain is not dependent on China. However, China as a country supplies multiple components including 70% of rare earth metals 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 components. In addition, significant tariffs on imports from other countries where we do source materials could impact our costs. Throughout 2025, the current administration announced, imposed and/or negotiated new tariffs and/or reciprocal tariffs with certain countries. To date, any impact on our business has been offset with other cost measures. Changes in U.S. or international trade policies, including an escalation in trade tensions or the implementation of broader tariffs, trade restrictions or retaliatory measures on our products or components originating from countries outside the United States could adversely impact our ability to source necessary components, manufacture products at competitive costs, or sell our products at prices customers are willing to pay. Any such developments could materially and adversely affect our business operations, results of operations and cash flows.

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. In the event we are unable to mitigate the impacts of delays and rising prices for raw materials and components, including those caused by new tariffs, it could delay the manufacturing and installation, increase the costs of our products and the overall project, and adversely affect our cash flow and results of operations, including revenue and gross margin.

Installations and Maintenance of our Products

In previous years, our installation projects experienced delays related to, among other factors, permitting, utility coordination, and access to customer facilities. We have not experienced any delays in 2025 in either our installation or maintenance activities. 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.

36Project 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. While we were successful in securing a new financing arrangement with Brookfield Asset Management (“Brookfield”) in the third quarter of 2025, in light of the potential power needs for AI data center sites and resultant mega-watt size, additional financing is likely. If we are unable to obtain adequate financing for our customers who prefer third-party financing over purchasing the Energy Server system directly, ~~including~~our ~~Be FlexibleTM~~revenue ~~load~~could ~~following~~be delayed or impacted. In addition, ~~CCUS~~our ability to arrange financing for our products depends partly on the creditworthiness of our customers, and ~~CHP~~any deterioration in their credit ratings could impact that financing. When interest rates rise, the cost of financing for our customers also increases, and financing our installations may require a higher rate of return, which can place pressure on our margins.

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. If we are unable to obtain adequate financing for our customers who prefer third-party financing over purchasing the Energy Server system directly, our revenue could be delayed or impacted. In addition, our ability to arrange financing for our products depends partly on the creditworthiness of our customers, and any deterioration in their credit ratings could impact that financing. When interest rates rise, the cost of financing for our customers also increases, and financing our installations may require a higher rate of return, which can place pressure on our margins.

Manufacturing and Labor Market Constraints

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 our 2024 Form 10-K. In addition, the current inflationary environment has led to rising wages and labor costs as well as increased competition for labor.

Strategic Investment

For information on the strategic investment with SK ecoplant, see Part II, Item 8, Note 17 — SK ecoplant Strategic Investment in our 2024 Form 10-K.

Sustainability

In April 2025, we released our 2025 Impact Report, previously referred to as our Sustainability Report, Transforming Energy for the Digital Age (the “Impact 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 Impact Report also utilized certain Global Reporting Initiative Standards and was mapped against the United Nations Sustainable Development Goals. We plan to issue an impact report on an annual basis.

The Impact 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.

For additional information, refer to Part I, Item 7, Management’s Discussion and Analysis of Financial Condition and Results of Operations, section Sustainability in our 2024 Form 10-K.

Liquidity and Capital Resources

As of ~~June~~September 30, 2025, and December 31, 2024, we had unrestricted cash and cash equivalents of $~~574~~595.81 million and $802.9 million, respectively. Our cash and cash equivalents consist of highly liquid investments with maturities of three months or less, including money market funds of $~~520~~524.62 million and $749.4 million as of ~~June~~September 30, 2025, and December 31, 2024, respectively. We seek to maintain these balances with high-credit-quality counterparties, regularly monitor our credit exposure to any single issuer, and diversify our investments to minimize risk.

On May 7, 2025, the Company entered into privately negotiated exchange agreements (the “Exchange Agreements”) with certain holders of its 2.5% Green Convertible Senior Notes due August 2025 (the “2.5% Green Notes”). Pursuant to the Exchange Agreements, $112.8 million in aggregate principal amount of the 2.5% Green Notes, and related accrued and unpaid interest of $0.7 million, were exchanged (the “Debt Exchange”) for $115.7 million in aggregate principal amount of the 3.0% Green Convertible Senior Notes due June 2029 (the “3.0% Green Notes due June 2029”). As a result of the Debt Exchange, the Company recorded a $32.3 million loss on early extinguishment of debt, included within the Company’s condensed consolidated statements of operations for the ~~three~~nine ~~and six~~ months ended ~~June~~September 30, 2025. As of ~~June~~August 3015, 2025, the maturity date, the remaining $2.2 million aggregate principal amount of the Company’s 2.5% Green Notes ~~remained~~ outstanding following the Debt Exchange, was settled through the issuance of the Company’s Class A common stock. For details of the Debt Exchange and debt settlement, see Part I, Item 1, Note 78 — Outstanding Loans and Security Agreements, ~~section~~sections Convertible Senior Notes Debt Exchange and 2.5% Green Notes Settlement in this Quarterly Report on Form 10-Q.

As of ~~June~~September 30, 2025, we had $1,128.50 million of recourse debt, $4.43 million of non-recourse debt, and $9.57 million of other long-term liabilities. As of ~~June~~ September 30, 2025, $31.74 million and $1,~~129~~130.9 million of our debt were classified as short-term and long-term, respectively. As of December 31, 2024, we had $1,124.7 million of recourse debt, $4.1 million of non-recourse debt, and $9.2 million of other long-term liabilities. As of December 31, 2024, $114.4 million and $1,014.4 million of our debt were classified as short-term and long-term, respectively. For a complete description of our outstanding debt, please see Part II, Item 8, Note 17 — Outstanding Loans and Security Agreements in our 2024 Form 10-K.

37The 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 nine months ended September 30, 2024, we factored $184.2 million of accounts receivable. There were no factoring arrangements during the nine months ended September 30, 2025. However, we may not be able to secure timely additional financing on favorable terms, or at all. The terms of any additional financing may limit on 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.

~~long-term,~~Our ~~respectively.~~future Ascapital ofrequirements ~~December 31,~~depend ~~2024,~~on wea ~~had~~variety ~~$1,124.7 million~~ of ~~recourse debt~~factors, ~~$4.1 million~~including our rate of ~~non-recourse~~revenue ~~debt,~~growth; the timing and ~~$9.2 million~~extent of ~~other~~spending ~~long-term~~on ~~liabilities.~~research Asand ofdevelopment ~~December 31,~~and ~~2024,~~other ~~$114.4 million~~business ~~and~~initiatives; ~~$1,014.4 million~~increases ofin our ~~debt~~manufacturing ~~were~~capacity; ~~classified~~the aspace ~~short-term~~ and ~~long-term,~~volume ~~respectively.~~of ~~For~~system abuilds; ~~complete~~the ~~description~~need offor ~~our~~additional ~~outstanding~~working ~~debt,~~capital; ~~please~~the ~~see~~expansion ~~Part~~of ~~II,~~our ~~Item~~sales 8,and ~~Note~~marketing 17activities —in ~~Outstanding~~both ~~Loans~~domestic and ~~Security~~international ~~Agreements~~markets; inmarket acceptance of our ~~2024~~products; ~~Form~~selling ~~10-K.~~models and vehicles required by

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 six months ended June 30, 2025, we factored $102.3 million of accounts receivable. There were no factoring arrangements during the six months ended June 30, 2025. However, we may not be able to secure timely additional financing on favorable terms, or at all. The terms of any additional financing may limit on 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.38

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; 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.

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

Six Months Ended

Nine Months Ended

June 30,

September 30,

2025

2024

Net cash (used in) provided by:

Operating activities

(~~323~~304,~~793~~124)

(~~322~~392,~~761~~230)

Investing activities

(2158,~~428~~299)

(3347,~~432~~710)

Financing activities

(137,~~929)~~486

~~249~~244,~~987~~387

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 used in operating activities for the ~~six~~nine months ended ~~June~~September 30, 2025, was primarily driven by changes in working capital totaling $~~380~~418.82 million. These changes included: (1) a $~~183~~189.4 million increase in accounts receivable and contract assets, reflecting the timing of billing milestones, (2) a $187.2 million decrease in deferred revenue and customer deposits, primarily due to the timing of customer acceptances;, and (23) a $~~142~~179.62 million increase in inventory to support anticipated future demand;. These impacts were partially offset by (3i) a $~~114~~102.50 million ~~increase~~benefit infrom ~~accounts receivable and contract assets, reflecting~~ the timing of ~~billing~~vendor ~~milestones;~~payments, (4ii) a $2834.02 million decrease in deferred cost of revenue;, and (5iii) a $6.1.5 million decrease in prepaid expenses and other current assets. ~~These impacts were partially offset by a $25.6 million benefit from the timing of vendor payments.~~

Net cash used in operating activities for the ~~six~~nine months ended ~~June~~September 30, 2025, was $~~323~~304.81 million, representing a $188.01 million increase compared to the same period in the prior year. The year-over-year change was primarily driven by: (1) an increase of $~~123~~169.53 million attributable to ~~inventories;~~deferred revenue and customer deposits, (2) an increase of $27101.59 million attributable to ~~deferred~~accounts ~~cost~~payable ofand ~~revenue;~~accrued expenses, (3) an increase of $3695.9 million attributable to ~~accounts~~inventories, ~~payable~~(4) ~~and~~an ~~accrued~~increase ~~expenses;~~of $34.0 million attributable to contract assets, and (45) an increase of $~~171~~29.42 million attributable to deferred ~~revenue~~cost ~~and~~of ~~customer deposits~~revenue, partially offset by a decrease of $53174.~~4 million and a decrease of $33.~~7 million attributable to accounts receivable ~~and contract assets, respectively~~.

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 ~~six~~nine months ended ~~June~~September 30, 2025, was $2158.43 million, an ~~improvement~~increase of $1210.06 million compared to the same period in the prior year. The ~~improvement~~increase was primarily due to a $24.6 million investment in the joint ventures between the Company and Brookfield (see Part I, Item 1, Note 7 — Investments in Unconsolidated Affiliates in this Quarterly Report on Form 10-Q), partially offset by a $13.9 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 to make capital investments over the next few quarters to expand production capacity at our manufacturing facility in Fremont, California, which includes the purchase of new equipment and other tenant improvements. 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 this capital expenditures.

Financing Activities

Our financing activities consist of proceeds from issuance and repayment of debt, payment of debt issuance costs, proceeds from and repayments of financing obligations, contributions from noncontrolling interests, proceeds from issuance of our common stock, payment of dividends, and other cash flows from financing activities. Net cash ~~used~~provided inby financing activities during the ~~six~~nine months ended ~~June~~September 30, 2025, was $137.95 million, a decrease of $~~251~~206.9 million, as compared to the prior year period, predominantly due to (1) a decrease in proceeds from issuance of debt of $402.5 million, (2) a decrease in ~~cash~~contributions ~~outflows~~from noncontrolling interest of $~~150~~4.0 million, ~~for~~and ~~repayment~~(3) ofa ~~debt~~decrease ~~and~~in ~~debt~~proceeds ~~issuance~~from ~~costs~~financing obligations of $1.8 million, partially offset by (3i) a decrease in ~~contributions~~cash ~~from~~outflows ~~noncontrolling~~of ~~interest by~~ $4150.04 million, for repayment of debt and debt issuance costs, (4ii) aan ~~decrease~~increase in proceeds from ~~financing~~issuance ~~obligations~~of bycommon stock of $138.39 million, ~~partially~~and ~~offset~~(iii) by a decrease in repayment of financing ~~obligations by $4.5 million.~~

Net cash used in financing activities for the six months ended June 30, 2025, consisted primarily of (1) the repayment of financing obligations of $5.5 million; (2) payment of debt issuance cost of $3.3 million as a result of the Debt Exchange (see Part II, Item 8, Note 7 — Outstanding Loans and Security Agreements, section Convertible Senior Notes Debt Exchange of this Quarterly Report on Form 10-Q); (3) dividend payment of $0.9 million, partially offset by (a) the proceeds from issuance of common stock of $7.7 million and (b) other cash inflows from financing activities of $0.2 million.39

Weobligations 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 3.0% Green Notes due June 2029 and the 3.0% Green Notes due June 2028 in the second quarter of ~~2024 and 2023, respectively, as well as financing activities with SK ecoplant in the first quarter of 2023~~$11. ~~In addition, we may still enter the equity or debt market as needed to support the expansion of our business~~4 million. Please refer to Part II, Item 8, Note 7 — Outstanding Loans and Security Agreements, and Part I, Item 1A, Outstanding Loans and Security Agreements of this Quarterly Report on Form 10-Q 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 section in our 2024 Form 10-K, for more information regarding the terms of and risks associated with our debt.

Net cash provided by financing activities for the nine months ended September 30, 2025, consisted primarily of (1) the proceeds from issuance of common stock of $50.0 million and (2) other cash inflows from financing activities of $0.2 million, partially offset by (i) the repayment of financing obligations of $8.4 million, (ii) payment of debt issuance cost of $3.3 million as a result of the Debt Exchange (see Part I, Item 1, Note 8 — Outstanding Loans and Security Agreements, section Convertible Senior Notes Debt Exchange in this Quarterly Report on Form 10-Q), and (iii) dividend payment of $0.9 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 3.0% Green Notes due June 2029 and the 3.0% Green Notes due June 2028 in the second quarter of 2024 and 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 I, Item 1, Note 8 — Outstanding Loans and Security Agreements of this Quarterly Report on Form 10-Q 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 section in our 2024 Form 10-K, for more information regarding the terms of and risks associated with our debt.

Purchase and Financing Options

For information about our purchase and financing options, see Part II, Item 7 — Management’s Discussion and Analysis of Financial Condition and Results of Operations, section Purchase and Financing Options in our 2024 Form 10-K.

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 three and ~~six~~nine months ended ~~June~~September 30, 2025, and 2024, was as follows:

	Three Months Ended				~~Six~~Nine Months Ended
	June 30,				June 30,
	September 30,				September 30,
	2025		2024		2025		2024
Direct purchase (including third-party PPAs and international channels)	9798	%	9594	%	97	%	93	%
Managed services	32	%	56	%	3	%	7	%
	100	%	100	%	100	%	100	%

Delivery and Installation

For information on delivery and installation of our Energy Server systems, see Part II, Item 7 — Management’s Discussion and Analysis of Financial Condition and Results of Operations, section Delivery and Installation in our 2024 Form 10-K.

Performance Guarantees

As of ~~June~~September 30, 2025, and December 31, 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 OOperations &M ~~Agreements~~Maintenance (“O&M Agreements”).

For 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~~588.51 million (including $460.38 million related to portfolio financing entities and $127.23 million related to all other transactions, and ~~include~~including payments for both low output and low efficiency) and our aggregate remaining potential payment related to these underperformance obligations was approximately $~~477~~476.86 million as of ~~June~~September 30, 2025. For the ~~six~~nine months ended ~~June~~September 30, 2025, and 2024, we made performance guarantee payments of $1417.60 million and $1618.98 million, respectively.

International Partners

There were no significant changes in our international channel partners during the ~~six~~nine months ended ~~June~~September 30, 2025. For information on international channel partners, see Part II, Item 7 — Management’s Discussion and Analysis of Financial Condition and Results of Operations, International Channel Partners section in our 2024 Form 10-K.

Results of Operations

A discussion regarding the comparison of our financial condition and results of operations for the three and ~~six~~nine months ended ~~June~~September 30, 2025, and 2024 is presented below.

Revenue

	Three Months Ended				Change				~~Six~~Nine Months Ended				Change
	June 30,								June 30,
	September 30,								September 30,
	2025		2024		Amount		%		2025		2024		Amount		%
	(dollars in thousands)								(dollars in thousands)
Product	$	~~296~~384,~~611~~314	$	~~226~~233,~~308~~770	$	70150,~~303~~544	3164.14	%	$	~~508~~892,~~480~~794	$	~~379~~613,~~672~~442	$	~~128~~279,~~808~~352	3345.95	%
Installation	3765,~~372~~773		4232,~~733~~052		(533,~~361)~~721		~~(12~~105.5)2	%	71136,~~023~~796		5486,~~177~~229		1650,~~846~~567		3158.16	%
Service	5458,~~449~~607		5250,~~531~~761		17,~~918~~846		315.75	%	~~107~~166,~~997~~604		~~108~~159,~~991~~752		~~(994)~~6,852		(04.9)3	%
Electricity	1210,~~810~~354		1413,~~195~~816		(13,~~385~~462)		(925.81)	%	3950,~~763~~117		2842,~~225~~040		118,~~538~~077		4019.92	%
Total revenue	$	~~401~~519,~~242~~048	$	~~335~~330,~~767~~399	$	65188,~~475~~649	1957.51	%	$	~~727~~1,~~263~~246,311	$	~~571~~901,~~065~~463	$	~~156~~344,~~198~~848	2738.43	%

Total Revenue

Total revenue increased by $65188.56 million, or 1957.51%, for the three months ended ~~June~~September 30, 2025, compared to the same period in the prior year. This increase was driven by a $70150.35 million increase in product revenue, ~~and~~ a $133.97 million increase in ~~service~~installation revenue, ~~partially~~and ~~offset by~~ a $57.48 million ~~decrease~~increase in ~~installation~~service revenue, ~~and~~partially offset by a $13.45 million decrease in electricity revenue.

Total revenue increased by $~~156~~344.28 million, or 2738.43%, for the ~~six~~nine months ended ~~June~~September 30, 2025, compared to the same period in the prior year. This increase was driven by a $~~128~~279.84 million increase in product revenue, a $1650.86 million increase in installation revenue, ~~and~~ a $118.51 million increase in electricity revenue, ~~partially~~and ~~offset by~~ a $16.09 million ~~decrease~~increase in service revenue.

Product Revenue

Product revenue increased by $70150.35 million, or 3164.14%, and by $~~128~~279.84 million, or 3345.95%, for the three and ~~six~~nine months ended ~~June~~September 30, 2025, respectively, compared to the same periods in the prior year. ~~The~~These ~~increase~~increases ~~was~~were primarily ~~attributable~~driven toby ~~higher~~stronger demand for our products, ~~coupled~~and ~~with~~improved ~~a shift in product mix favoring sales in non-U~~pricing.~~S. markets.~~

Installation Revenue

Installation revenue ~~decreased~~increased by $533.47 million, or 12105.52%, ~~for the three months ended June 30, 2025,~~ and ~~increased~~ by $1650.86 million, or 3158.16%, for the ~~six~~three and nine months ended ~~June~~September 30, 2025, respectively, compared to the same periods in the prior year. These ~~fluctuations~~increases were primarily driven by the timing of key project ~~milestone~~milestones ~~achievements~~particularly to meet our time to power milestones on certain key sites requiring our installation services ~~by us~~ during the ~~second~~third quarter and the first ~~half~~nine months of fiscal year 2025, ~~respectively~~improved deal pricing, and a one-time customer settlement.

Service Revenue

Service revenue increased by $17.98 million, or 315.75%, ~~for the three months ended June 30, 2025,~~ and ~~decreased~~ by $16.09 million, or 04.93%, for the ~~six~~three and nine months ended ~~June~~September 30, 2025, respectively, compared to the same periods in the prior year. ~~The~~These ~~increase~~increases ~~for~~were ~~the three months ended June 30, 2025, was~~ primarily driven by anhigher ~~increase in~~ revenue from maintenance contracts associated with our fleet of Energy Server systems., ~~There~~which ~~were~~contributed ~~no material changes in product performance guarantee costs during this period~~$8.5 million ~~The~~and ~~decrease for the six months ended June~~$8.3 30million, ~~2025~~respectively, ~~was~~partially ~~primarily~~offset ~~due~~by tohigher ~~a $0.7 million increase in~~ product performance guarantee costs, ~~reflecting the effects~~ of ~~fleet degradation~~$0.6 million ~~Additionally~~and $1.3 million, ~~service~~respectively. Service revenue for both periods was impacted by a reduction in revenue from part of our established install base, as specified by our revenue contracts with customers.

Electricity Revenue

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

Electricity revenue decreased by $13.45 million, or 925.81%, for the three months ended ~~June~~September 30, 2025, and increased by $118.51 million, or 4019.92%, for the ~~six~~nine months ended ~~June~~September 30, 2025, compared to the same periods in the prior year. For the three months ended ~~June~~September 30, 2025, the decrease was attributed mainly to reduced straight-line electricity revenue following the repowering of certain Managed Services related sites. The increase for the ~~six~~nine months ended ~~June~~September 30, 2025, was predominantly due to a one-time settlement of a customer contract after redeploying assets for our partner, partially offset by lower straight-line electricity revenue resulting from repowering of certain Managed Services related sites.

Cost of Revenue

	Three Months Ended				Change				~~Six~~Nine Months Ended				Change
	June 30,								June 30,
	September 30,								September 30,
	2025		2024		Amount		%		2025		2024		Amount		%
	(dollars in thousands)								(dollars in thousands)
Product	$	~~198~~249,~~746~~794	$	~~161~~155,~~332~~124	$	3794,~~414~~670	2361.20	%	$	~~338~~588,~~319~~113	$	~~277~~432,~~089~~213	$	61155,~~230~~900	2236.1	%
Installation	3859,~~224~~921		4435,~~298~~688		(624,~~074)~~233		~~(13~~67.7)9	%	71131,~~539~~460		5995,~~651~~339		1136,~~888~~121		1937.9	%
Service	4951,~~408~~834		5251,~~401~~363		~~(2,993)~~471		(50.7)9	%	~~102~~154,~~266~~100		~~108~~160,~~907~~270		(6,~~641~~170)		(63.18)	%
Electricity	75,~~741~~824		9,~~214~~490		(13,~~473~~666)		(1638.06)	%	1925,~~309~~133		1828,~~820~~310		~~489~~(3,177)		2(11.62)	%
Total cost of revenue	$	~~294~~367,~~119~~373	$	~~267~~251,~~245~~665	$	26115,~~874~~708	1046.10	%	$	~~531~~898,~~433~~806	$	~~464~~716,~~467~~132	$	66182,~~966~~674	1425.45	%

Total Cost of Revenue

Total cost of revenue increased by $26115.97 million, or 1046.10%, for the three months ended ~~June~~September 30, 2025, compared to the same period in the prior year. The increase was primarily driven by a $3794.47 million increase in cost of product revenue, ~~partially offset by~~ a $624.12 million ~~decrease~~increase in costs of installation revenue, and a $3.0.5 million ~~decrease~~increase in cost of service revenue, ~~and~~partially offset by a $13.57 million decrease in cost of electricity revenue.

Total cost of revenue increased by $67182.07 million, or 1425.45%, for the ~~six~~nine months ended ~~June~~September 30, 2025, compared to the same period in the prior year. The increase was driven by a $61155.29 million increase in cost of product revenue, and a $1136.91 million increase in costs of installation revenue, ~~and~~partially offset by a $06.52 million ~~increase~~decrease in cost of ~~electricity~~service revenue, ~~partially~~and ~~offset by~~ a $63.62 million decrease in cost of ~~service~~electricity revenue.

Cost of Product Revenue

Cost of product revenue increased by $3794.47 million, or 2361.20%, and by $61155.29 million, or 2236.1%, for the three and ~~six~~nine months ended ~~June~~September 30, 2025, respectively, compared to the same periods in the prior year. Product ~~cost~~costs ~~rose~~increased ~~mainly~~primarily due to an(1) ~~increase~~higher insales ~~the~~volumes ~~volume~~driven ofby ~~sales~~increased demand for our Energy Server systems, and (2) inventory reserve and other asset impairments totaling $21.8 million related to our Electrolyzer assets. The increases were partially offset by ongoing improvements in manufacturing efficiency and automation that reduced material, labor, and overhead costs.

Cost of Installation Revenue

Cost of installation revenue ~~decreased~~increased by $624.12 million, or 1367.79%, ~~for the three months ended June 30, 2025,~~ and ~~increased~~ by $1136.91 million, or 1937.9%, for the ~~six~~three and nine months ended ~~June~~September 30, 2025, respectively, compared to the same periods in the prior year. These ~~fluctuations~~increases were ~~primarily~~predominantly driven by the timing of ~~achieving~~ key project milestones onas it relates to providing time to power solutions for a key hyperscaler and other sites requiring ~~installations~~our installation services ~~by us~~ during the ~~second~~third quarter and the first ~~half~~nine months of fiscal year 2025~~, respectively~~.

Cost of Service Revenue

Cost of service revenue ~~decreased~~increased by $3.0.5 million, or 50.79%, for the three months ended September 30, 2025, and decreased by $6.62 million, or 63.18%, for the ~~three~~nine ~~and six~~ months ended ~~June~~September 30, 2025, ~~respectively,~~ compared to the same periods in the prior year. The ~~decrease~~increase ~~was~~for ~~primarily~~the ~~driven~~three ~~by:~~months ~~(1)~~ended aSeptember 30, ~~reduction~~2025, inwas ~~the~~primarily ~~deployment~~driven ofby ~~field~~an ~~replacement~~increase ~~units,~~in ~~contributing~~maintenance tomaterial ~~cost~~costs ~~savings~~ of $92.45 million ~~and $15~~.8 ~~million,~~The ~~respectively;~~increase ~~(2)~~was ~~lower rework and production costs; and (3) our cost reduction efforts to manage fleet optimizations. These reductions were~~ partially offset by: (a) ana ~~increase~~reduction in ~~maintenance~~the ~~material~~deployment ~~costs~~ of ~~$1.4~~field ~~million~~replacement ~~and $2.8 million~~units, ~~respectively;~~contributing ~~(b)~~to ~~higher~~cost ~~repair~~savings ~~and overhaul expenses~~ of $4.15 million, and ~~$7.4~~(b) ~~million,~~our ~~respectively,~~cost ~~due~~reduction efforts to ~~the~~manage ~~older~~ fleet ofoptimizations. ~~the~~Net ~~Energy~~change ~~Server~~for ~~systems requiring more service, partially mitigated by~~ the ~~repowering of our PPA and Managed Services portfolios.~~

three months ended September 30, 2025, was immaterial.

The decrease for the nine months ended September 30, 2025, was primarily driven by: (1) a reduction in the deployment of field replacement units, contributing to cost savings of $20.3 million, (2) lower rework and production costs of $1.3 million; and (3) our cost reduction efforts to manage fleet optimizations. These reductions were partially offset by an increase in maintenance material costs of $5.3 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 $13.57 million, or 1638.06%, ~~for the three months ended June 30, 2025,~~ and ~~increased~~ by $03.52 million, or 211.62%, for the ~~six~~three and nine months ended ~~June~~September 30, 2025, respectively, compared to the same periods in the prior year. The decrease for the three months ended ~~June~~September 30, 2025, was attributed mainly to reduced straight-line electricity revenue following the repowering of certain Managed Services related sites. The ~~increase~~decrease for the ~~six~~nine months ended ~~June~~September 30, 2025, was mainly due to the reduction in the number of installed units, partially offset by redeploying assets for our partner to enable a one-time settlement of a customer contract~~, partially offset by the reduction in the number of installed units~~.

Gross Profit (Loss) and Gross Margin

	Three Months Ended						Change		~~Six~~Nine Months Ended						Change
	June 30,								June 30,
	September 30,								September 30,
	2025			2024					2025			2024
	(dollars in thousands)
Gross profit (loss):
Product	$	97134,~~865~~520		$	6478,~~976~~646		$	3255,~~889~~874	$	~~170~~304,~~161~~681		$	~~102~~181,~~583~~229		$	67123,~~578~~452
Installation	(5,852)			(13,~~565~~636)			~~713~~9,488		~~(516)~~5,336			(59,~~474~~110)			414,~~958~~446
Service	56,~~041~~773			~~130~~(602)			47,~~911~~375		512,~~731~~504			84(518)			513,~~647~~022
Electricity	54,~~069~~530			4,~~981~~326			88204		2024,~~454~~984			913,~~405~~730			11,~~049~~254
Total gross profit	$	~~107~~151,~~123~~675		$	6878,~~522~~734		$	3872,~~601~~941	$	~~195~~347,~~830~~505		$	~~106~~185,~~598~~331		$	89162,~~232~~174
Gross margin:
Product	3335		%	2934		%			3334		%	2730		%
Installation	~~(2)~~9		%	(411)		%			~~(1)~~4		%	(1011)		%
Service	912		%	—(1)		%			58		%	—		%
Electricity	4044		%	3531		%			5150		%	33		%
Total gross margin	2729		%	2024		%			2728		%	1921		%

Total Gross Profit

Total gross profit increased by $3872.69 million in the three months ended ~~June~~September 30, 2025, compared to the same period in the prior year. The increase was primarily due to (1) a $3255.9 million increase in product gross profit, ~~predominantly~~(2) ~~driven~~a by$9.5 anmillion increase in ~~demand~~installation ~~for~~gross ~~our products~~profit, and ~~our continued efforts to reduce material, labor, and overhead costs through enhanced manufacturing processes and increased automation and~~ (23) a $47.94 million increase in service gross profit ~~due to our efforts to manage fleet optimizations~~. There were no material fluctuations in ~~installation gross loss and~~ electricity gross profit.

Total gross profit increased by $89162.2 million in the ~~six~~nine months ended ~~June~~September 30, 2025, compared to the same period in the prior year. The increase was primarily due to (1) a $67123.65 million increase in product gross profit, predominantly driven by an increase in demand for our products, improved product pricing, and our continued efforts to reduce material, labor, and overhead costs through enhanced manufacturing processes and increased automation, (2) a $1114.04 million increase in ~~electricity~~installation gross profit ~~due to a one-time settlement of a customer contract after redeploying assets for our partner~~, (3) a $513.60 million increase in service gross profit ~~due to our efforts to proactively manage fleet optimizations~~, and (4) a $511.03 million ~~improvement~~increase in ~~installation~~electricity gross ~~loss due to timing of achieving key project milestones on sites requiring installations services by us during the first half of fiscal year 2025~~profit.

Product Gross Profit

Product gross profit increased by $3255.9 million and $67123.65 million for the three and ~~six~~nine months ended ~~June~~September 30, 2025, respectively, compared to the same periods in the prior year. This increase was primarily driven by (1) an increase in ~~demand for our products and (2) our continued efforts to reduce material, labor, and overhead costs through enhanced manufacturing processes and increased automation.~~

Installation Gross Loss

Installation gross loss improved by $0.7 million and $5.0 million for the three and six months ended June 30, 2025, respectively, compared to the same periods in the prior year. The changes for the periods were primarily driven by (1) the timing of achieving key project milestones on sites requiring installations services by us during the second quarter and the first half of fiscal year 2025, respectively and (2) other site related factors such as site complexity, size, local ordinance requirements, and location of the utility interconnect.

Service Gross Profit

Service gross profit improved by $4.9 million and $5.6 million for the three and six months ended June 30, 2025, respectively, compared to the same periods in the prior year.

The increase for the three months ended June 30, 2025, was primarily driven by: (1) a reduction in the deployment of field replacement units, contributing to cost savings of $9.4 million; (2) a $2.0 million increase in revenue from maintenance contracts associated with our fleet of Energy Server systems; (3) lower rework and production costs, and (4) our cost reduction efforts to proactively manage fleet optimizations. The increase was partially offset by: (a) higher repair and overhaul expenses of $4.1 million due to the older fleet of the Energy Server systems requiring more service, partially mitigated by the repowering of our PPA and Managed Services portfolios in current and previous periods; (b) an increase in maintenance material costs of $1.4 million; and (c) an increase in inventory provision of $1.0 million.

The increase for the six months ended June 30, 2025, was primarily driven by: (1) a reduction in the deployment of field replacement units, contributing to cost savings of $15.8 million, (2) lower rework and production costs, which declined by $1.3 million, and (3) our cost reduction efforts to proactively manage fleet optimizations. The increase was partially offset by: (a) higher repair and overhaul expenses of $7.4 million, due to the aging fleet of the Energy Server systems requiring more service, partially mitigated by the repowering of our PPA and Managed Services portfolios in current and previous periods; (b) an increase in maintenance material costs of $2.8 million; and (c) a $0.7 million increase in product performance guarantee costs, reflecting the effects of fleet depreciation.

Electricity Gross Profit

Electricity gross profit increased by $0.1 million and $11.0 million for the three and six months ended June 30, 2025, respectively, compared to the same periods in the prior year. The increase for the six months ended June 30, 2025, was predominantly due to a one-time settlement of a customer contract after redeploying assets for our partner. The year over year change for the three months ended June 30, 2025, was immaterial.

demand for our products and better pricing, largely attributable to the joint venture with Brookfield on a major hyperscaler project, and (2) our continued efforts to reduce material, labor, and overhead costs through enhanced manufacturing processes and increased automation. The increase was partially offset by inventory reserve and other asset impairments totaling $21.8 million related to Electrolyzer assets.

Installation Gross Profit (Loss)

Installation gross profit (loss) improved by $9.5 million and $14.4 million for the three and nine months ended September 30, 2025, respectively, compared to the same periods in the prior year. The changes for the periods were primarily driven by (1) the timing of key project milestones for sites requiring our installation services during the third quarter and the first nine months of fiscal year 2025, respectively, and (2) improved deal pricing and one-time customer settlement.

Service Gross Profit (Loss)

Service gross profit (loss) improved by $7.4 million and $13.0 million for the three and nine months ended September 30, 2025, respectively, compared to the same periods in the prior year. The improvement for the three months ended September 30, 2025, was primarily driven by: (1) a reduction in the deployment of field replacement units, contributing to cost savings of $4.5 million; (2) a $8.5 million increase in revenue from maintenance contracts associated with our fleet of Energy Server systems; and (3) our cost reduction efforts to proactively manage fleet optimizations. The improvement was partially offset by an increase in maintenance material costs of $2.5 million.

The improvement for the nine months ended September 30, 2025, was primarily driven by: (1) a reduction in the deployment of field replacement units, contributing to cost savings of $20.3 million, (2) a $8.3 million increase in revenue from maintenance contracts associated with our fleet of Energy Server systems, (3) lower rework and production costs, which declined by $1.3 million, and (4) our cost reduction efforts to proactively manage fleet optimizations. The improvement was partially offset by: (i) higher repair and overhaul expenses of $9.0 million, due to the aging fleet of the Energy Server systems requiring more service, partially mitigated by the repowering of our PPA and Managed Services portfolios; (ii) an increase in maintenance material costs of $5.3 million; and (iii) a $1.3 million increase in product performance guarantee costs, reflecting the effects of fleet degradation.

Electricity Gross Profit

Electricity gross profit increased by $0.2 million and $11.3 million for the three and nine months ended September 30, 2025, respectively, compared to the same periods in the prior year. The increase for the nine months ended September 30, 2025, was predominantly due to a one-time settlement of a customer contract after redeploying assets for our partner. The year over year change for the three months ended September 30, 2025, was immaterial.

Operating Expenses

	Three Months Ended				Change				~~Six~~Nine Months Ended				Change
	June 30,								June 30,
	September 30,								September 30,
	2025		2024		Amount		%		2025		2024		Amount		%
	(dollars in thousands)								(dollars in thousands)
Research and development	$	4048,~~768~~724	$	3736,~~364~~315	$	312,~~404~~409	934.12	%	$	81130,~~380~~104	$	72109,~~849~~164	$	820,~~531~~940	1119.72	%
Sales and marketing	2441,~~066~~995		1714,~~901~~667		627,~~165~~328		34186.43	%	4688,~~331~~326		3146,~~500~~167		1442,~~831~~159		4791.13	%
General and administrative	4553,~~792~~110		3637,~~385~~403		915,~~407~~707		2542.90	%	90143,~~692~~802		74111,~~394~~797		1632,~~298~~005		2128.96	%
Total operating expenses	$	~~110~~143,~~626~~829	$	9188,~~650~~385	$	1855,~~976~~444	2062.7	%	$	~~218~~362,~~403~~232	$	~~178~~267,~~743~~128	$	3995,~~660~~104	2235.26	%

Total Operating Expenses

Total operating expenses increased by $1955.04 million and $3995.71 million for the three and ~~six~~nine months ended ~~June~~September 30, 2025, respectively, compared to the same periods in the prior year. This increase was primarily attributable to the following factors: (1) employee compensation and benefits, which increased by $1431.76 million and $3162.39 million, respectively, largely due to higher stock-based compensation and ~~bonus-related~~variable compensation expenses;, (2) consulting, advisory, and professional services costs increased by $217.60 million and $522.0 million, respectively, ~~reflecting~~as ~~increased~~we ~~use~~have oflaunched ~~external~~key ~~resources~~hyperscaler ~~to support marketing initiatives and finance team; (3) computer equipment costs~~projects, ~~which increased by $1.3 million and $2.8 million, respectively, primarily due to increased spending on hardware and software maintenance;~~ (~~4) facilities costs, which increased by $1.2 million and $1.~~3 ~~million, respectively, predominantly due to higher utility expenses, partially offset by lower rent and common area maintenance costs; (5~~) consumable laboratory supplies and other lab-related costs, which increased by $15.04 million and $17.82 million, respectively, reflecting expanded research activities;, (64) ~~travel~~computer ~~and~~equipment ~~entertainment expenses increased by $0.7 million and $1.1 million~~costs, ~~respectively, due to higher in-person engagement and event participation; and (7) depreciation expenses,~~ which increased by $~~0.3 million and $~~1.14 million, ~~respectively. These increases were partially offset by (a) a reduction in office expenses of $0.8 million~~ and $24.~~3 million, predominantly related to lower factoring and financing fees as well as reduced corporate insurance costs; and (b) a decrease in other operating expenses of $1.8 million and $~~2.3 million ~~for the three and six months ended June 30~~, ~~2025, respectively.~~

respectively, primarily due to increased spending on hardware and software maintenance, (5) travel and entertainment expenses increased by $0.8 million and $1.9 million, respectively, due to higher in-person engagement and event participation, (6) depreciation expenses, which increased by $0.6 million and $1.7 million, respectively, and (7) facilities costs, which increased by $0.1 million and $1.4 million, respectively, predominantly due to higher utility expenses, partially offset by lower rent and common area maintenance costs. These increases were partially offset by (i) a reduction in office expenses of $1.1 million and $3.2 million, respectively, predominantly related to lower factoring and financing fees, and (ii) a decrease in other operating expenses of $0.9 million and $3.5 million for the three and nine months ended September 30, 2025, respectively.

Research and Development

Research and development expenses increased by $312.4 million and $820.59 million for the three and ~~six~~nine months ended ~~June~~September 30, 2025, respectively, compared to the same periods in the prior year. The increase was primarily driven by: (1) employee compensation and benefits, which increased by $37.65 million and $715.61 million, respectively, largely due to higher stock-based compensation and ~~bonus-related~~variable compensation expenses, (2) consumable laboratory supplies and other lab-related costs, which increased by $05.71 million and $16.57 million, respectively, reflecting expanded research activities, ~~and~~ (3) computer equipment costs, which increased by $0.43 million and $01.81 million, respectively, primarily due to increased spending on hardware and software maintenance., ~~These~~and ~~increases were partially offset by~~ (a4) aan ~~decrease~~increase in ~~other~~travel ~~research~~ and ~~development~~entertainment expenses of $0.84 million ~~and $1.8 million~~ for the ~~three~~nine ~~and six~~ months ended ~~June~~September 30, 2025, ~~respectively,~~due to higher in-person engagement and ~~(b)~~event participation. These increases were partially offset by a ~~reduction~~decrease in ~~consulting,~~other ~~advisory,~~research and ~~professional~~development ~~services~~expenses ~~costs~~ of $0.6 million and $2.5 million for the three and nine months ended ~~June~~September 30, 2025, respectively.

Sales and Marketing

Sales and marketing expenses increased by $627.23 million and $1442.82 million for the three and ~~six~~nine months ended ~~June~~September 30, 2025, respectively, compared to the same periods in the prior year. The increase was primarily attributable to the following factors: (1) ~~employee~~consulting, ~~compensation~~advisory, and ~~benefits~~professional services costs, which increased by $416.07 million and $1019.06 million, respectively, ~~largely~~due ~~driven~~to byour ~~higher~~efforts ~~stock-based~~to ~~compensation~~continue to expand in Data Center vertical and ~~bonus~~become ~~expenses~~an industry standard for onsite power, (2) ~~consulting,~~employee ~~advisory,~~compensation and ~~professional~~benefits, ~~services~~which ~~costs~~ increased by $19.01 million and $219.91 million, ~~reflecting~~respectively, ~~increased~~largely ~~use~~driven ofby ~~external~~higher ~~resources~~stock-based tocompensation ~~support~~and ~~marketing~~variable ~~initiatives~~compensation expenses, (3) travel and entertainment expenses, ~~grew~~which increased by $0.65 million and $01.83 million, respectively, due to higher in-person engagement and event participation, and (4) office and other expenses, which increased by $0.15 million and $01.50 million, respectively, primarily due to higher subscription and software-related costs.

General and Administrative

General and administrative expenses increased by $915.47 million and $1632.30 million for the three and ~~six~~nine months ended ~~June~~September 30, 2025, respectively, compared to the same periods in the prior year. The increase was primarily driven by: (1) employee compensation and benefits, which increased by $715.0 million and $1328.6 million, respectively, 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 $1.0 million and $2.9 million, respectively, driven by higher spending on hardware and software maintenance, (3) depreciation expenses, which increased by $0.5 million and $1.6 million, respectively, (4) consulting, advisory, and professional services costs, which increased by $0.4 million and $2.3 million, respectively, reflecting greater use of external resources to support finance team, and (5) facilities costs, which increased by $0.1 million and $1.2 million, respectively, primarily due to higher utility expenses, partially offset by lower rent and common area maintenance costs. These increases for the three and nine months ended September 30, 2025, were partially offset by (i) a reduction in office expenses of $1.6 million and $4.4 million, respectively, predominantly related to lower factoring and financing fees, and (ii) a decrease in other general and administrative expenses of $0.4 million and $1.1 million, respectively.

4445

based compensation expenses driven by new equity awards granted to our executives, including the Chief Executive Officer on December 18, 2024, and was partially offset by lower bonus expenses, (2) consulting, advisory, and professional services costs, which increased by $2.1 million and $2.0 million, respectively, reflecting greater use of external resources to support finance team, (3) facilities costs, which increased by $1.0 million and $1.1 million, respectively, primarily due to higher utility expenses, partially offset by lower rent and common area maintenance costs, (4) computer equipment costs, which increased by $0.8 million and $1.9 million, respectively, driven by higher spending on hardware and software maintenance, and (5) depreciation expenses, which increased by $0.4 million and $1.1 million, respectively. These increases were partially offset by (a) a reduction in office expenses of $0.9 million and $2.8 million, predominantly related to lower factoring and financing fees as well as reduced corporate insurance costs, and (b) a decrease in other general and administrative expenses of $1.1 million and $0.7 million for the three and six months ended June 30, 2025, respectively.

Stock-Based Compensation

	Three Months Ended				Change				~~Six~~Nine Months Ended				Change
	June 30,								June 30,
	September 30,								September 30,
	2025		2024		Amount		%		2025		2024		Amount		%
	(dollars in thousands)								(dollars in thousands)
Cost of revenue	$	5,~~714~~719	$	43,~~110~~778	$	1,~~604~~941	3951.04	%	$	1016,~~543~~262	$	711,~~924~~702	$	24,~~619~~560	3339.10	%
Research and development	78,~~913~~205		65,~~008~~313		12,~~905~~892		3154.74	%	1523,~~740~~945		1116,~~092~~405		47,~~648~~540		4146.90	%
Sales and marketing	57,~~320~~145		32,~~270~~684		24,~~050~~461		62166.72	%	916,~~830~~975		58,~~360~~044		48,~~470~~931		83111.40	%
General and administrative	1117,~~230~~084		65,~~035~~282		511,~~195~~802		86223.14	%	2643,~~266~~350		1319,~~907~~189		1224,~~359~~161		88125.9	%
Total stock-based compensation	$	3038,~~177~~153	$	1917,~~423~~057	$	1021,~~754~~096	55123.47	%	$	62100,~~379~~532	$	3855,~~283~~340	$	2445,~~096~~192	6281.97	%

Total stock-based compensation expense for the three months ended ~~June~~September 30, 2025, increased by $1021.81 million compared to the same period in the prior year. This increase was primarily attributable to a $1019.47 million increase in expense related to performance stock units (PSUs) and restricted stock units (RSUs), and an increase of stock-based compensation costs related to stock options of $0.7 million, partially offset by $0.7 million consisting of capitalized stock-based compensation expenses and stock-based compensation cash component. The higher expense was mainly driven by (1) new equity awards granted to both executive and non-executive employees, including new awards for our CEO granted on December 18, 2024, and (2) an increase in Bloom’s share price.

Total stock-based compensation expense for the ~~six~~nine months ended ~~June~~September 30, 2025, increased by $2445.12 million compared to the same period in the prior year. This increase was primarily attributable to an increase of stock-based compensation related to PSUs and RSUs of $2140.39 million, an increase in stock-based compensation costs related to the 2018 ESPP of $3.2 million, and an increase of stock-based compensation costs related to stock options of $12.41 million, partially offset by a $1.80 million consisting of capitalized stock-based compensation expenses and stock-based compensation cash component. The increase was primarily driven by (1) new awards for our CEO granted on December 18, 2024, (2) increase in a number of granted RSUs provided to all employees of the Company starting fiscal year 2025, (3) an increase in Bloom’s share price, and (4) an increase in contributions to 2018 ESPP.

Other Income and Expense

	Three Months Ended				Change		~~Six~~Nine Months Ended				Change
	June 30,						June 30,
	September 30,						September 30,
	2025		2024				2025		2024
	(in thousands)
Interest income	$	65,~~623~~292	$	6,~~430~~456	$	~~193~~(1,164)	$	1520,~~176~~468	$	1320,~~961~~417	$	~~1,215~~51
Interest expense	(14,~~440~~390)		(1516,~~376~~763)		~~936~~2,373		(2843,~~851~~241)		(2946,~~922~~685)		13,~~071~~444
Other income (expense), net	2,373		(985)		3,358		4,421		(2,155)		6,576
Equity in loss of unconsolidated affiliates	(19,599)		—		(19,599)		(19,599)		—		(19,599)
Loss on extinguishment of debt	(32,340)		(27,182)		(5,158)		(32,340)		(27,182)		(5,158)
Other (expense) income, net	(1,362)		5,821		(7,183)		3,059		3,667		(608)
Gain (loss) on revaluation of embedded derivatives	112		(88)		200		9		70		(61)
Loss on extinguishment of debt	—		—		—		(32,340)		(27,182)		(5,158)
Total	$	(37,672)	$	(37,201)	$	(471)	$	(41,585)	$	(45,228)	$	3,643
Gain (loss) on revaluation of embedded derivatives	(411)		(386)		(25)		(402)		(316)		(86)
Total	$	(30,470)	$	(4,872)	$	(25,598)	$	(72,055)	$	(50,099)	$	(21,956)

Interest Income

Interest income is derived from investment earnings on our cash balances, primarily from money market funds. ~~The~~An increase ~~in interest income~~ of $01.2 million for the three months ended September 30, 2025, and a decrease of $10.21 million for the ~~three~~nine ~~and six~~ months ended ~~June~~September 30, 2025, ~~respectively~~compared to the same periods in the prior year, were primarily due to fluctuations in average cash balances in our money market funds for the respective periods.

compared to the same periods in the prior year, was primarily due to an increase in average cash balances in our money market funds for the respective periods.

Interest Expense

Interest expense is primarily due to our debt held by third parties and interest expense related to managed services agreements.

Interest expense decreased by approximately $1.0 million and $1.0 million for the three and six months ended June 30, 2025, respectively, compared to the same periods in the prior year. The decrease was primarily driven by lower interest expense of $2.8 million and $5.6 million, respectively, associated with our managed services agreements. These reductions were partially offset by higher interest expense of $1.8 million and $4.5 million, respectively, related to our debt.

The increase in interest expense related to our debt was primarily attributable to (a) the issuance of the 3.0% Green Notes due June 2029 on May 29, 2024, and (b) the subsequent issuance of an additional $115.7 million in aggregate principal amount of these notes as part of the Debt Exchange (see Part II, Item 8, Note 7 — Outstanding Loans and Security Agreements, section Convertible Senior Notes Debt Exchange of this Quarterly Report on Form 10-Q), together contributing an increase in interest expense of $2.9 million and $6.6 million for the three and six months ended June 30, 2025, respectively. The increase was partially offset by (i) the partial repurchase of the 2.5% Green Notes on May 29, 2024, and (ii) the derecognition of $112.8 million in aggregate principal amount of the 2.5% Green Notes as part of the Debt Exchange, which together resulted in a reduction in interest expense of $1.1 million and $2.1 million, respectively.

Other Income (Expense), net

Other income (expense), net is primarily derived from foreign currency transactions and other income related to managed services transactions. Other income (expense), net for the three months ended June 30, 2025, improved by $3.4 million, as compared to the prior year period, primarily as a result of foreign currency transactions. Other income (expense), net for the six months ended June 30, 2025, improved by $6.6 million, as compared to the prior year period, primarily as a result of a decrease in loss from foreign currency transactions of $4.3 million and a $2.6 million other income related to managed services transactions.

Loss on extinguishment of debt

Loss on extinguishment of debt for the three and six months ended June 30, 2025, was $32.3 million, which was recognized as a result of the Debt Exchange transaction settled on May 13, 2025 (refer to Part I, Item 1, Note 7 — Outstanding Loans and Security Agreements, section Convertible Senior Notes Debt Exchange).

Loss on extinguishment of debt for the three and six months ended June 30, 2024, was $27.2 million, which was recognized as a result of 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.

Gain (Loss) on Revaluation of Embedded Derivatives

Gain (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. Gain (loss) on revaluation of embedded derivatives for the three and six months ended June 30, 2025, as compared to the prior year period, was immaterial.

Income Tax Provision

	Three Months Ended				Change				Six Months Ended				Change
	June 30,								June 30,
	2025		2024		Amount		%		2025		2024		Amount		%
	(dollars in thousands)
Income tax provision	$	1,017	$	856	$	161	18.8	%	$	1,448	$	355	$	1,093	307.9	%

Interest expense decreased by approximately $2.4 million and $3.5 million for the three and nine months ended September 30, 2025, respectively, compared to the same periods in the prior year. The ~~changes~~decrease ~~were~~was primarily ~~due~~driven toby ~~fluctuations~~lower ininterest expense of $2.5 million and $8.1 million, respectively, associated with our managed services agreements. The reduction for the ~~effective~~nine ~~tax~~months ~~rates~~ended onSeptember 30, ~~income~~2025, ~~earned~~was partially offset by ~~international~~higher ~~entities~~interest expense of $4.5 million related to our debt.

The increase in interest expense related to our debt was primarily attributable to (a) the issuance of the 3.0% Green Notes due June 2029 on May 29, 2024, and (b) the subsequent issuance of an additional $115.7 million in aggregate principal amount of these notes as part of the Debt Exchange (see Part I, Item 1, Note 8 — Outstanding Loans and Security Agreements, section Convertible Senior Notes Debt Exchange in this Quarterly Report on Form 10-Q), together contributing an increase in interest expense of $1.0 million and $7.6 million for the three and nine months ended September 30, 2025, respectively. The increase was partially offset by (i) the partial repurchase of the 2.5% Green Notes on May 29, 2024, (ii) the derecognition of $112.8 million in aggregate principal amount of the 2.5% Green Notes as part of the Debt Exchange in May 2025, and (iii) the subsequent conversion in July-August 2025 of $2.2 million aggregate principal amount outstanding to 137,606 shares of Class A common stock (see Part I, Item 1, Note 8 — Outstanding Loans and Security Agreements, section 2.5% Green Notes Settlement in this Quarterly Report on Form 10-Q), which together resulted in a reduction in interest expense of $1.0 million and $3.1 million, respectively.

Equity in Loss of Unconsolidated Affiliates

During the three months ended September 30, 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. Equity in loss of unconsolidated affiliates represents profit from sales of Energy Server systems to the joint ventures established between the Company and Brookfield for the three months ended September 30, 2025. For details, refer to Part I, Item 1, Note 7 — Investments in Unconsolidated Affiliates in this Quarterly Report on Form 10-Q.

Other (Expense) Income, net

Other (expense) income, net is primarily derived from foreign currency transactions and other income related to managed services transactions. Other (expense) income, net for the three months ended September 30, 2025, worsened by $7.2 million, as compared to the prior year period, primarily as a result of a $5.0 million reduction of other income related to managed services transactions, and an increase in loss from foreign currency transactions of $2.3 million.

Other income, net for the nine months ended September 30, 2025, worsened by $0.6 million, as compared to the prior year period, primarily as a result of a $2.4 million reduction of other income related to managed services transactions, partially offset by a decrease in loss from foreign currency transactions of $2.0 million.

Loss on Extinguishment of Debt

Loss on extinguishment of debt for the nine months ended September 30, 2025, was $32.3 million, which was recognized as a result of the Debt Exchange transaction settled on May 13, 2025 (refer to Part I, Item 1, Note 8 — Outstanding Loans and Security Agreements, section Convertible Senior Notes Debt Exchange in this Quarterly Report on Form 10-Q). There was no loss on extinguishment of debt for the three months ended September 30, 2025.

Loss on extinguishment of debt for the nine months ended September 30, 2024, was $27.2 million, which was recognized as a result of 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. There was no loss on extinguishment of debt for the three months ended September 30, 2024.

Loss on Revaluation of Embedded 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. The changes in loss on revaluation of embedded derivatives for the three and nine months ended September 30, 2025, as compared to the prior year period, were immaterial.

Income Tax Provision


	Three Months Ended				Change				Nine Months Ended				Change
	September 30,								September 30,
	2025		2024		Amount		%		2025		2024		Amount		%
	(dollars in thousands)
Income tax provision	$	336	$	109	$	227	208.3	%	$	1,784	$	464	$	1,320	284.5	%

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 three and nine months ended September 30, 2025, increased by $0.2 million and $1.3 million, respectively, compared to the same periods in the prior year. The changes were primarily due to fluctuations in the effective tax rates on income earned by international entities.

Net Income Attributable to Noncontrolling Interests

	Three Months Ended				Change				~~Six~~Nine Months Ended				Change
	June 30,								June 30,
	September 30,								September 30,
	2025		2024		Amount		%		2025		2024		Amount		%
	(dollars in thousands)
Net income attributable to noncontrolling interest	$	~~427~~133	$	~~602~~79	$	~~(175)~~54	~~(29~~68.1)4	%	$	~~827~~960	$	1,~~583~~662	$	(~~756~~702)	(4742.82)	%

Net income 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 consolidation of a variable interest entity (“VIE”).

Net income attributable to noncontrolling interests for the three and ~~six~~nine months ended ~~June~~September 30, 2025, ~~decreased~~increased by $0.21 million and decreased by $0.87 million, respectively, compared to the same periods in the prior year, ~~due~~primarily toreflecting achanges ~~decrease~~ in income allocated to our noncontrolling ~~interest~~interests ~~related~~in tothe Korean JV, our consolidated VIE.

Critical Accounting Policies and Estimates

The unaudited condensed consolidated financial statements have been prepared in accordance with generally accepted accounting principles as applied in the United States (“U.S. GAAP”). The preparation of the unaudited condensed 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 results of operations, which we have prepared in accordance with U.S. GAAP. In preparing these unaudited condensed 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;

•Valuation of Assets and Liabilities of the SK ecoplant Strategic Investment;

•Modification of Performance-Based Stock Unit Awards;

•Income Taxes; and

•Principles of Consolidation.

Part II, Item 7, Management’s Discussion and Analysis of Financial Condition and Results of Operation in our 2024 Form 10-K, provides a more complete discussion of our critical accounting policies and estimates. During the ~~six~~nine months ended ~~June~~September 30, 2025, there were no significant changes to our critical accounting policies and estimates.

ITEM 3 — QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

There were no significant changes to our quantitative and qualitative disclosures about market risk during the ~~six~~nine months ended ~~June~~September 30, 2025. Please refer to Part II, Item 7A, Quantitative and Qualitative Disclosures about Market Risk included in our 2024 Form 10-K, for a more complete discussion of the market risks we consider.

ITEM 4 — CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in our reports that we file or submit under the Exchange Act, is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms, and that such information is accumulated and communicated to our management, including our Chief Executive Officer (our Principal Executive Officer) and Chief Accounting Officer (our ~~Acting~~ Principal Financial Officer) as appropriate, to allow for timely decisions regarding required disclosure.

Our management, with the participation of our Chief Executive Officer and Chief Accounting Officer, has evaluated the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act), as of ~~June~~September 30, 2025. Based on such an evaluation, our Chief Executive Officer and Chief Accounting Officer have concluded that as of ~~June~~September 30, 2025, our disclosure controls and procedures were effective.

Changes in Internal Control over Financial Reporting

During the three months ended ~~June~~September 30, 2025, there were no changes in our internal control over financial reporting, which were identified in connection with management’s evaluation required by paragraphs (d) of Rules 13a-15 and 15d-15 under the Exchange Act, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

For further information on inherent limitations on effectiveness of internal controls and management’s report on internal control over financial reporting, see Part II, Item 9A, Controls and Procedures in our 2024 Form 10-K.

4849

PART II — OTHER INFORMATION

ITEM 1 — LEGAL PROCEEDINGS

We 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 our legal proceedings, see Part I, Item 1, Note 1112 — Commitments and Contingencies in this Quarterly Report on Form 10-Q. 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.

ITEM 1A — RISK FACTORS

Other than as set forth below ~~which have been updated to account for recent developments~~, there ~~have~~were ~~been~~ no material changes ~~from~~in ~~the~~ risk factors as disclosed in ~~Item 1A of~~ our 2024 Form 10-K and Quarterly Report on Form 10-Q for the three months ended June 30, 2025.

Our ~~business~~future ~~currently~~success ~~benefits~~depends ~~from~~in ~~the~~part ~~availability~~on ofour ~~rebates,~~ability ~~tax~~to ~~credits~~increase ~~and~~production ~~other~~capacity ~~financial~~for ~~programs~~our ~~and incentives~~products, and ~~changes~~we tomay ~~such~~not ~~benefits~~be ~~could~~able ~~cause~~to ~~our~~do ~~revenue~~so toin ~~decline~~a ~~and~~timely ~~harm~~or ~~our~~cost-effective ~~financial results~~manner.

We ~~utilize~~plan ~~governmental~~to ~~rebates~~double our factory capacity from 1 gigawatt to 2 gigawatts by the end of 2026. Our ability to complete this expansion, ~~tax~~and ~~credits~~any future expansions, is subject to significant risks and ~~other~~uncertainties, ~~financial~~including ~~incentives~~delays, cost overruns, geopolitical instability and labor shortages. We also need to ~~lower~~hire, ~~the~~train ~~effective~~and ~~price~~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 ~~customers~~technological inimprovements ~~the~~or Uother factors.S 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 ~~Japan,~~regulations ~~India,~~including ~~Republic~~those ofpertaining ~~Korea~~to labor and employment, environmental and ~~Taiwan~~export/import ~~(collectively,~~and carries risks. There is also a possibility that we may not be able to achieve our ~~“Asia~~production ~~Pacific~~targets ~~region”)~~for a variety of reasons, including reliance on third parties who do not fulfill their obligations to us.

~~The~~If ~~U.S.~~we ~~federal~~are ~~government~~unable ~~and~~to ~~some~~expand ~~state~~our ~~and~~manufacturing ~~local~~facilities ~~governments~~or ~~provide~~develop ~~incentives~~our toexisting ~~current~~facilities ~~and~~to ~~future~~achieve ~~end~~the ~~users~~production ~~and~~throughput ~~purchasers~~necessary ofto achieve our ~~solutions~~targeted inproduction ~~the~~rate ~~form~~in ofa ~~rebates~~timely manner, ~~tax~~we ~~credits~~may ~~and~~be ~~other~~unable ~~financial~~to ~~incentives,~~further ~~such~~scale asour ~~system~~business, ~~performance~~which ~~payments~~would ~~and~~negatively ~~payments~~affect ~~for~~our ~~renewable~~results ~~energy~~of ~~credits~~operations ~~associated~~and ~~with~~financial ~~renewable energy generation~~condition. ~~Our~~Conversely, ~~solutions~~if ~~have~~the ~~qualified~~demand for ~~tax~~our ~~exemptions,~~products ~~incentives,~~ or ~~other~~our ~~customer~~production ~~incentives~~output indoes ~~many~~not ~~states.~~rise ~~Some~~as ~~states have utility procurement programs~~expected, ~~Renewables~~we ~~Portfolio~~may ~~Standards~~not ~~(“RPSs”)~~be orable ~~Clean~~to ~~Energy~~spread ~~Standards~~a ~~(“CESs”)~~significant ~~for~~amount ~~which~~of our ~~technologies~~fixed ~~are~~costs ~~eligible;~~over ~~our~~the ~~solutions~~production ~~may not be eligible for other RPSs and CESs~~volume, ~~particularly~~resulting ~~when fueled~~ in ~~whole~~a orgreater inthan ~~part~~expected ~~with~~per ~~natural~~unit ~~gas.~~fixed ~~Financiers~~cost, ~~and~~which ~~Equity~~would ~~Investors~~have ~~(as~~a ~~defined~~negative ~~below)~~impact ~~may~~on ~~also~~our ~~take advantage of these~~ financial ~~incentives,~~condition ~~lowering~~and ~~the~~results ~~cost~~ of ~~capital and energy to our customers~~operations.

~~For~~We 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~~becoming toincreasingly ~~support~~dependent ~~operations~~upon ~~at a rate that is~~ the ~~same~~continued oradoption ~~better~~of ~~than~~AI ~~the grid resources they are displacing. Other generally applicable tariffs are available for customers deploying fuel cells~~tools, and dothe ~~not~~resulting ~~impose~~growth ~~greenhouse~~in ~~gas~~AI ~~standards.~~data ~~If,~~centers and ~~when,~~their ~~installations~~resulting ~~cannot~~power ~~meet~~needs ~~any~~to ~~applicable~~support ~~GHG~~our ~~standards,~~business ~~there~~expansion. ~~are~~Slower ~~alternative~~expansion ~~tariffs~~of ~~available~~AI ~~for~~data ~~our~~centers ~~customers.~~due ~~If the cost~~ to ~~remain~~actual onor ~~the~~perceived FCdeceleration ~~NEM~~in ~~tariffs~~AI ~~increase~~adoption ~~significantly~~ or ~~suitable~~other ~~alternatives~~factors ~~are~~could ~~not~~have ~~available,~~an itadverse ~~may negatively~~ impact ~~our~~on ~~existing customer base and future demand for~~ our ~~products. Additionally~~business, ~~the~~financial ~~uncertainty~~condition ~~regarding~~and ~~requirements~~results ~~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~~operations.

~~Under~~While ~~the~~we ~~IRA,~~sell ~~the~~our ~~U.S.~~solutions ~~federal~~to ~~government~~customers ~~offers~~in ~~certain~~a ~~federal~~variety ~~tax benefits, including the Production Tax Credit under Section 45~~ of ~~the~~industries ~~Internal Revenue Code (the “PTC”)~~ and ~~the~~for ~~Investment~~a ~~Tax~~variety ~~Credit under Section 48~~ of ~~the Internal Revenue Code (the “ITC”)~~applications, ~~both~~we ofhave ~~which~~recently ~~are~~seen ~~succeeded~~a bysignificant ~~“technology-neutral”~~increase ~~versions set forth~~ in ~~Sections~~demand ~~45Y~~for ~~and~~Bloom ~~48E, respectively. After December 31, 2024, our fuel cell~~ Energy Server systems ~~operating~~to onmeet ~~natural~~the ~~gas~~power orneeds aof ~~non-zero~~AI ~~carbon~~data ~~fuel~~centers, ~~became~~which ~~ineligible~~are ~~for~~experiencing ~~the~~increased ~~ITC~~demand ~~under~~for ~~the IRA~~reliable, ~~except~~on-site topower. ~~the~~These ~~extent~~AI ~~eligible~~data ~~fuel~~centers ~~cell~~are ~~property~~experiencing ~~was~~this ~~properly~~increased ~~safe~~demand ~~harbored~~largely ~~prior~~as toa ~~December~~result ~~31,~~of ~~2024, under~~ the ~~applicable~~large ~~federal~~power ~~tax~~consumption ~~guidance~~requirements ~~rules.~~of OnAI ~~July~~computing 4,and ~~2025,~~ the USlack ~~federal~~of ~~government~~available ~~enacted~~generation, ~~the~~transmission ~~OBBBA,~~and ~~which~~interconnection ~~restored~~from the ~~federal~~utility ~~ITC~~grid. ~~for~~A ~~applicable~~deceleration ~~fuel~~in ~~cell~~AI ~~property~~adoption, ~~for~~changes ~~projects~~in ~~beginning~~customer ~~construction~~capital ~~after~~expenditure ~~December 31~~priorities, ~~2025,~~financing atconstraints a(including ~~30%~~reduced ~~rate~~availability ~~through 2033, regardless~~ of ~~the~~project ~~level~~finance ofor ~~emissions~~tax ~~from~~equity), ~~the~~longer ~~fuel~~permitting ~~cell~~or ~~property.~~construction ~~Accelerated~~lead ~~depreciation~~times, ~~for~~local ~~our~~moratoria ~~fuel~~or ~~cell~~siting ~~property~~restrictions ~~was~~on ~~also~~data ~~restored~~centers ~~under~~or ~~the~~distributed ~~OBBBA.~~generation, ~~These~~or ~~federal~~improved ~~tax~~grid ~~benefits~~interconnection ~~under~~timelines ~~both~~could ~~the~~adversely ~~IRA~~affect ~~and~~AI ~~the~~data ~~OBBBA~~centers’ ~~have~~demand ~~certain~~for ~~legal~~our ~~and~~solutions. ~~operational~~The ~~requirements.~~rate ~~There~~at ~~may~~which beAI ~~uncertainty~~will ascontinue to ~~how~~be ~~such~~adopted, ~~requirements promulgated under the IRA~~ and the ~~OBBBA~~resulting ~~are~~increase ~~interpreted.~~in Ifpower ~~IRS~~needs ~~guidance~~by ~~regarding~~AI ~~implementation~~data ofcenters ~~the~~and ~~IRA or~~ the ~~OBBBA~~development isof ~~viewed~~new byAI ~~investors~~data ~~as unclear~~centers, ~~tax~~is ~~credit~~inherently ~~financing~~difficult ~~may~~to bepredict ~~delayed~~and orbeyond ~~downsized, harming~~ our ~~ability to secure financing for customers~~control. ~~Our~~However, ~~failure~~if toAI ~~either~~adoption ~~(i)~~does ~~interpret~~not ~~the~~continue ~~new~~at ~~requirements under~~ the ~~IRA~~pace ~~and~~that ~~the~~we ~~OBBBA regarding among other things~~expect, ~~prevailing~~or ~~wage,~~at ~~apprenticeship~~all, ~~domestic~~our ~~content~~business, ~~siting~~financial incondition anand ~~“energy~~results ~~community,”~~of ~~“prohibited~~operations ~~foreign~~could ~~entities”~~be oradversely ~~“material assistance” from “prohibited foreign entities” accurately or (ii) adequately update our supply-chain, manufacturing, installation, and record-~~affected.

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.

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.

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. Our international operations subject our business to additional 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 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;

•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.

We utilize a sourcing strategy that emphasizes global procurement of materials that have direct or indirect dependencies upon a number of vendors with operations in the Asia Pacific region. Physical, regulatory, technological, market, reputational, and legal risks related to climate change in these regions and globally are increasing in impact and diversity and the magnitude of any short-term or long-term adverse impact on our business or results of operations remains unknown. The physical impacts of climate change, including as a result of certain types of natural disasters occurring more frequently or with more intensity or changing weather patterns, could disrupt our supply chain, result in damage to or closures of our facilities, and could otherwise have an adverse impact on our business, operating results and financial condition. In addition, the war in Ukraine resulted in increased sanctions that affected the price of raw materials used in our products, which had and could continue to have an adverse impact on our operating results.

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, accounting standards, 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 recognized 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 our products and services in certain geographies, and significant harm to our business reputation. Our policies and procedures to promote compliance with these laws and regulations and to mitigate these risks may not protect us from all acts committed by our employees or third parties, including contractors, agents, services partners, strategic partners or distributors. To the extent violations of foreign and U.S. laws and regulations by such third parties impact their ability to perform under contracts with us, our operations and financial results could be materially adversely 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.

ITEM 2 — UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

None.

ITEM 3 — DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4 — MINE SAFETY DISCLOSURES

Not applicable.

ITEM 5 — OTHER INFORMATION

During the three months ended ~~June~~September 30, 2025, none of the Company’s directors or Section 16 officers adopted, modified or terminated any contract, instruction or written plan for the purchase or sale of the Company’s securities that was intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) or any “non-Rule 10b5-1 trading arrangement” as defined in Item 408(a) of Regulation S-K., except as follows:

52On August 11, 2025, KR Sridhar, our Chief Executive Officer, terminated a trading arrangement originally adopted on November 30, 2024. The prior arrangement did not account for certain expiring options. On August 29, 2025, Mr. Sridhar adopted a new trading arrangement intended to comply with the affirmative defense provisions of Rule 10b5-1(c). The new plan is scheduled to expire on August 31, 2026, and provides for the potential sale of up to 375,000 shares, subject to specified pricing conditions.

On August 22, 2025, Satish Chitoori, our Chief Operations Officer, terminated a trading arrangement that had been adopted on March 14, 2025.

Aman Joshi, our Chief Commercial Officer, adopted a trading arrangement intended to satisfy the affirmative defense provisions of Rule 10b5-1(c). The plan was adopted on August 27, 2025, and the plan ends on December 17, 2026. The aggregate number of shares that may be sold under the plan is 212,324 shares, inclusive of shares necessary to cover withholding taxes resulting from the vesting of RSUs or PSUs.

ITEM 6 — EXHIBITS

Incorporated by Reference

Exhibit Number

Description

Form

File No.

Exhibit

Filing Date

3.1

Restated Certificate of Incorporation

10-Q

001-38598

3.1

9/7/2018

3.2

Certificate of Amendment to the Restated Certificate of Incorporation of Bloom Energy Corporation

10-Q

001-38598

3.1

8/9/2022

3.3

Amended and Restated Bylaws, as effective August 7, 2024

10-Q

001-38598

3.8

8/8/2024

31.1

Certification of Chief Executive Officer pursuant to Rule 13a-14(a) and 15d-14(a) of the Securities and Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

Filed herewith

31.2

Certification of Chief Accounting Officer pursuant to Rule 13a-14(a) and 15d-14(a) of the Securities and Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

Filed herewith

32.1

Certifications of the Chief Executive Officer and Chief Accounting Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

Furnished herewith

101.INS

XBRL Instance Document- the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document

Filed herewith

101.SCH

Inline XBRL Taxonomy Extension Schema Document

Filed herewith

101.CAL

Inline XBRL Taxonomy Extension Calculation Linkbase Document

Filed herewith

101.DEF

Inline XBRL Taxonomy Extension Definition Linkbase Document

Filed herewith

101.LAB

Inline XBRL Taxonomy Extension Label Linkbase Document

Filed herewith

101.PRE

Inline XBRL Taxonomy Extension Presentation Linkbase Document

Filed herewith

104

Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)


*			The certifications furnished in Exhibit 32.1 hereto are deemed to accompany this Quarterly Report on Form 10-Q and will not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liability of that section, nor shall it be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended.

5352

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

BLOOM ENERGY CORPORATION

Date:

~~July~~October 3128, 2025

By:

/s/ KR Sridhar

KR Sridhar

Founder, Chief Executive Officer, Chairman and Director

(Principal Executive Officer)

Date:

~~July~~October 3128, 2025

By:

/s/ Maciej Kurzymski

Maciej Kurzymski

Chief Accounting Officer

(Acting Principal Financial Officer)

5453

Filing Compare · Bloom Energy Corp