UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

___________________________________________

FORM 8-K

______________________

CURRENT REPORT

Pursuant to Section 13 OR 15(d)

of the Securities Exchange Act of 1934

Date of report (Date of earliest event reported): October 28, 2025

___________________________________________

BLOOM ENERGY CORPORATION

(Exact name of registrant as specified in its charter)

001-38598

(Commission File Number)

___________________________________________

Delaware			77-0565408
(State or other jurisdiction of incorporation)			(I.R.S. Employer Identification No.)
4353 North First Street,	San Jose,	California	95134
(Address of principal executive offices)			(Zip Code)
408			543-1500
(408)			543-1500
(Registrant’s telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last report)

___________________________________________

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

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

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

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

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

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

Title of each class

Trading

Symbol(s)

Name of each exchange

on which registered

Class A Common Stock, $0.0001 par value

New York Stock Exchange

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

Emerging growth company ¨

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

Item 2 1.0201. ~~Results~~ ofEntry ~~Operations~~into ~~and~~a ~~Financial~~Material ~~Condition~~Definitive Agreement.

On October 28, 2025, Bloom Energy Corporation (the “Company”) announced its financial results for the third quarter ended September 30, 2025, and issued a press release, a copy of which is furnished as Exhibit 99.1 to this Current Report on Form 8-K (“Form 8-K”) and is incorporated herein by reference.Warrant

~~The~~On ~~information~~October ~~furnished~~28, ~~pursuant~~2025, toin ~~Item~~connection ~~2.02~~with ofthe ~~this~~partnership ~~Form~~between 8the Company and Oracle Corporation (“Oracle”) to provide on-Ksite solid state power for AI data centers, ~~including~~subject to the ~~accompanying~~negotiation ~~Exhibit~~of ~~99.1~~a warrant mutually acceptable to the Company and Oracle, ~~shall~~the ~~not~~Company beagreed ~~deemed~~to issue to Oracle a warrant (the “~~filed~~Warrant”) ~~for~~to ~~purposes~~purchase ofup ~~Section~~to 18an aggregate of ~~the~~3,531,073 ~~Securities~~shares ~~Exchange~~of ~~Act~~Class ofA ~~1934~~Common Stock, aspar ~~amended~~value $0.0001 per share (the “~~Exchange~~Class ~~Act~~A Common Stock”), orwith ~~otherwise~~an ~~subject~~exercise toprice ~~the~~of ~~liabilities~~$113.28 ofper ~~that~~share, ~~section~~closing market price on October 28, ~~nor~~2025. The ~~shall~~Company itand beOracle ~~deemed~~agreed ~~incorporated~~that by(i) ~~reference~~the inexpiration ~~any~~date ~~filing~~of ~~under~~the Warrant will be six (6) months from the ~~Securities~~date ~~Act~~of the issuance of ~~1933~~the Warrant, as(ii) ~~amended~~the Warrant will include customary anti-dilution adjustments, ortransfer ~~the~~restrictions ~~Exchange~~and ~~Act~~exercise procedures, ~~regardless~~and of(iii) ~~any~~the ~~general~~Warrant ~~incorporation~~will ~~language~~not inentitle ~~such~~the ~~filing~~holder to any voting rights, ~~unless~~dividends ~~expressly~~or ~~incorporated~~other byrights ~~specific~~as ~~reference~~a instockholder ~~such~~of ~~filing~~the Company prior to the exercise and settlement of the Warrant.

~~Item~~This ~~7.01. Regulation~~investment FDstrengthens ~~Disclosure~~the partnership and its objective of accelerating the adoption of Bloom fuel cell technology for large scale AI data centers, specifically and onsite power generally.

AThe ~~slide~~Warrant ~~presentation~~and tothe beshares ~~used~~underlying bythe ~~senior~~Warrant ~~management~~are ofexpected ~~the~~to ~~Company~~be issued in ~~connection~~reliance ~~with~~on ~~its~~the ~~discussions~~exemption ~~with~~from ~~investors~~registration ~~and~~pursuant ~~others~~to ~~regarding~~Section 4(a)(2) of the ~~financial~~Securities ~~results~~Act isof ~~furnished~~1933, as ~~Exhibit 99~~amended.2.

~~The information furnished pursuant to~~ Item 7 3.~~01 of this Form 8-K, including the accompanying Exhibit 99~~02.2, ~~shall~~Unregistered ~~not~~Sales ~~be deemed “filed” for purposes~~ of ~~Section~~Equity ~~18 of the Exchange Act, or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the~~ Securities ~~Act of 1933, as amended, or the Exchange Act, regardless of any general incorporation language in such filing, unless expressly incorporated by specific reference in such filing~~.

The information set forth in Item 91.01~~. Financial~~ ~~Statements~~of ~~and~~this ~~Exhibits~~Current Report on Form 8-K is incorporated by reference into this Item 3.02.

~~(d)~~Forward-Looking ~~Exhibits.~~Statements

Exhibit No.						Description
99.1						Press release of Bloom Energy Corporation, dated October 28, 2025, reporting Bloom Energy Corporation’s financial results for the third quarter of 2025
99.2						Investor Presentation
104						Cover page interactive data file (embedded within the inline XBRL document)

This Current Report on Form 8-K includes forward-looking statements, including statements regarding the anticipated benefits of the partnership between the Company and Oracle. Forward-looking statements represent Bloom Energy’s current expectations regarding future events and are subject to known and unknown risks and uncertainties that could cause actual results to differ materially from those implied by the forward-looking statements. Among those risks and uncertainties are risks relating to Bloom Energy’s business, including those described in periodic reports that Bloom Energy files from time to time with the U.S. Securities and Exchange Commission. The forward-looking statements included in this Current Report on Form 8-K speak only as of the date of this Current Report on Form 8-K, and Bloom Energy does not undertake to update the statements included in this Current Report on Form 8-K for subsequent developments, except as may be required by law.

SIGNATURES

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

BLOOM ENERGY CORPORATION

~~BLOOM ENERGY CORPORATION~~

Date:

October 2829, 2025

By:

/s/ ~~Maciej~~Shawn ~~Kurzymski~~Soderberg

Maciej Kurzymski

Shawn Soderberg

Chief Accounting Officer

Chief Legal Officer and Corporate Secretary

(Acting Principal Financial Officer)

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