v3.25.4

Related Party Transactions | 12 Months Ended
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Dec. 31, 2025
Related Party Transactions [Abstract] |
Related Party Transactions | Related Party Transactions SK ecoplant On September 23, 2023, all 13,491,701 shares of the Series B RCPS (i.e., the Second Tranche Shares) were automatically converted into shares of our Class A common stock. For more information on the SK ecoplant Second Tranche Closing, see Note 17—SK ecoplant Strategic Investment in this Annual Report on Form 10-K. Consequently, SK ecoplant became a principal owner of an aggregate of 23,491,701 shares of our Class A common stock, including (i) 10,000,000 shares held with sole voting and investment power (as a result of the conversion of 10,000,000 shares of our Series A preferred stock, par value $0.0001 per share (the “Series A RCPS”) into 10,000,000 shares of our Class A common stock on November 8, 2022) and (ii) 13,491,701 shares held with shared voting and investing power with Econovation, LLC, 51.67% and 48.33% of which is owned by SK ecoplant and Blooming Green Energy Limited, respectively, as the assignee of the Second Tranche Shares. SK ecoplant became a related party as of September 23, 2023, and was entitled to nominate a member to the Board of Directors of Bloom. As of December 31, 2024, SK ecoplant’s beneficial ownership of our Class A common stock represented 10.3% of our outstanding Class A common stock. On July 10, 2025, SK ecoplant sold 10,000,000 shares of our Class A common stock. As a result of this transaction, SK ecoplant’s ownership interest in Bloom decreased to 5.8%, as a consequence thereof, ceased to be a related party as defined in ASC 850, Related Party Disclosures (“ASC 850”). Subsequently, on August 14, 2025, and September 29, 2025, SK ecoplant sold another 2,608,000 and 3,912,000 shares of our Class A common stock, respectively. As of December 31, 2025, SK ecoplant’s ownership interest in Bloom was 2.5%. The Fund JVs During the year ended December 31, 2025, Bloom and Brookfield established the Fund JVs, which qualify as related parties under the guidance of ASC 850. For details, refer to Note 7—Investments in Unconsolidated Affiliates in this Annual Report on Form 10-K. For the year ended December 31, 2025, we recognized $809.8 million and $52.3 million of product and installation revenue, respectively, from sales of Energy Server systems and other products to the Fund JVs, which were transacted at arms-length and prevailing market terms. The accounts receivable due from the Fund JVs were $151.9 million as of December 31, 2025. As discussed in Note 7—Investments in Unconsolidated Affiliates in this Annual Report on Form 10-K, we recognized equity in loss of unconsolidated affiliates of $40.4 million for the year ended December 31, 2025. Our contributions of $36.5 million to the Fund JVs were made during the year ended December 31, 2025, and our total funding commitment under the Fund JVs’ agreements and additional capital contributions which may be required in future periods as capital calls are issued in accordance with the governing agreements is $58.2 million as of December 31, 2025. Our operations included the following related party transactions (in thousands):
|  |  |  | Years Ended December 31,
|  |  |  |  |  | 2025 |  | 2024 |  | 2023
Total revenue from related parties 1 |  |  |  |  |  | $ | 892,035 |  |  | $ | 338,602 |  |  | $ | 487,240 |
Cost of product revenue 2 |  |  |  |  |  | — |  |  | 163 |  |  | 133 |
General and administrative expenses 3 |  |  |  |  |  | 434 |  |  | 683 |  |  | 812 |
Interest expense 4 |  |  |  |  |  | 101 |  |  | 203 |  |  | 84 |
Equity in loss of unconsolidated affiliates 5 |  |  |  |  |  | 40,421 |  |  | — |  |  | — |
1 Includes total revenue related to (a) the Korean JV, (b) the Fund JVs and (c) SK ecoplant, which was a related party from September 23, 2023 through July 10, 2025. 2 Includes expenses billed by SK ecoplant to the Korean JV for headcount support, maintenance and other services. 3 Includes rent expenses per operating lease agreements entered between the Korean JV and SK ecoplant and miscellaneous expenses billed by SK ecoplant to the Korean JV. 4 Interest expense per two term loans entered into between the Korean JV and SK ecoplant in fiscal year 2023 (see Note 8—Outstanding Loans and Security Agreements, section Non-recourse Debt Facilities in this Annual Report on Form 10-K). 5 Represent equity in loss of the Fund JVs (see Note 7—Investments in Unconsolidated Affiliates in this Annual Report on Form 10-K). Below is the summary of outstanding related party balances as of December 31, 2025 and 2024 (in thousands):
|  | December 31,
|  | 2025 |  | 2024
Accounts receivable |  | $ | 151,932 |  |  | $ | 93,510 |
Contract assets, current |  | 2,967 |  |  | 800 |
Prepaid expenses and other current assets |  | 1,247 |  |  | 1,215 |
Investments in unconsolidated affiliates |  | 10,037 |  |  | — |
Operating lease right-of-use assets 1 |  | — |  |  | 1,385 |
Contract assets, non-current |  | 48,763 |  |  | — |
Other long-term assets |  | 5,968 |  |  | 8,776 |
Accrued warranty |  | 799 |  |  | 1,205 |
Accrued expenses and other current liabilities |  | 39 |  |  | 3,989 |
Deferred revenue and customer deposits, current |  | 6,879 |  |  | 8,857 |
Operating lease liabilities, current 1 |  | — |  |  | 442 |
Deferred revenue and customer deposits, long-term |  | — |  |  | 3,335 |
Operating lease liabilities, non-current 1 |  | — |  |  | 977 |
Non-recourse debt, non-current 2 |  | — |  |  | 4,057 |
Deferred profit in transactions with unconsolidated affiliates |  | 13,928 |  |  | — |
1 Balances relate to operating leases entered between Korean JV and SK ecoplant. 2 Represents the total balance of two term loans entered into between the Korean JV and SK ecoplant in fiscal year 2023 (see Note 8—Outstanding Loans and Security Agreements, section Non-recourse Debt Facilities in this Annual Report on Form 10-K). SK ecoplant Joint Venture In September 2019, we entered into a joint venture agreement with SK ecoplant to establish a light-assembly facility in the Republic of Korea for (i) the procurement of local parts for our Energy Server systems, (ii) the assembly of certain portions of the Energy Server systems for the South Korean market, and (iii) sales of certain portions of our Energy Server systems for the stationary utility and commercial and industrial market in the Republic of Korea. The joint venture is a VIE of Bloom and we consolidate it in our financial statements as we are the primary beneficiary and therefore have the power to direct activities which are most significant to the joint venture. Restricted Korea JV assets (cash, receivables, fixed assets) arise from JV purchase orders and customer contracts in the Republic of Korea and, under the JV/financing documents, are ring‑fenced and may be used only to settle JV obligations from those arrangements (trade payables, pre‑commissioning warranty, capped performance liquidated damages, and any PO‑specific performance bond). Bloom and the Korean JV are several (not joint), Bloom has no liability under Customer Agreements, and title/risk pass at delivery, so creditors generally have no recourse to Bloom beyond any capped PO‑specific undertakings. We do not maintain keepwells, parent guarantees, or open‑ended support for the Korean JV. Any Bloom obligations are PO‑specific commercial terms. We did not provide financial support to (or on behalf of) the Korea JV during the year ended December 31, 2025. In October 2021, we expanded our existing relationship with SK ecoplant, and amended the previous Joint Venture Agreement (the “JVA”). The restated JVA increased the scope of assembly done by the Korean JV. In September 23, 2023, we entered into the Amended and Restated Joint Venture Agreement and the Share Purchase Agreement (together, the “Amended JV Agreements”) with SK ecoplant which allowed SK ecoplant to increase its share of the voting rights in the Korean JV to 60% and increased the scope of assembly done by the joint venture facility in the Republic of Korea to full assembly. In January 2024, in accordance with the Amended JV Agreements, SK ecoplant made a capital contribution to the Korean JV of $4.0 million. For the years ended December 31, 2024 and 2023, we recognized related party revenue from the Korean JV of $40.2 million and $37.3 million, respectively. There was no related party revenue recognized from the Korean JV for the year ended December 31, 2025. As of December 31, 2024, we had outstanding accounts receivable related to the Korean JV of $2.5 million, and non-recourse debt of $4.1 million, respectively. There were no related party balances related to the Korean JV as of December 31, 2025. The following are the aggregate carrying values of the Korean JV’s assets and liabilities in our consolidated balance sheets, after eliminations of intercompany transactions and balances, as of December 31, 2025 and 2024 (in thousands):
|  | December 31,
|  | 2025 |  | 2024
Assets |  |  |  |
Current assets: |  |  |  |
Cash and cash equivalents |  | $ | 25,820 |  |  | $ | 15,767 |
Accounts receivable |  | 576 |  |  | 2,515 |
Inventories |  | 33,075 |  |  | 15,020 |
Prepaid expenses and other current assets |  | 5,688 |  |  | 3,361 |
Total current assets |  | 65,159 |  |  | 36,663 |
Property and equipment, net |  | 1,454 |  |  | 1,796 |
Operating lease right-of-use assets |  | 1,134 |  |  | 1,663 |
Other long-term assets |  | 210 |  |  | 40 |
Total assets |  | $ | 67,957 |  |  | $ | 40,162 |
Liabilities |  |  |  |
Current liabilities: |  |  |  |
Accounts payable |  | $ | 16,342 |  |  | $ | 7,693 |
Accrued expenses and other current liabilities |  | 19,179 |  |  | 2,154 |
Operating lease liabilities |  | 516 |  |  | 442 |
Non-recourse debt |  | 4,153 |  |  | — |
Total current liabilities |  | 40,190 |  |  | 10,289 |
Operating lease liabilities |  | 484 |  |  | 977 |
Non-recourse debt |  | — |  |  | 4,057 |
Total liabilities |  | $ | 40,674 |  |  | $ | 15,323 |

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