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Nature of Business, Liquidity and Basis of Presentation | 12 Months Ended
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Dec. 31, 2025
Organization, Consolidation and Presentation of Financial Statements [Abstract] |
Nature of Business, Liquidity and Basis of Presentation | Nature of Business, Liquidity and Basis of Presentation Nature of Business We design, manufacture, sell and, in certain cases, install solid oxide fuel cell systems (the Bloom Energy Server® fuel cell system, hereinafter the “Energy Server systems”) that provide highly efficient, always‑on, on‑site power generation for businesses and communities, as well as other products, including monitoring and telemetry systems, skid‑mounted modular units, microgrids, and related equipment. Our Energy Server systems convert natural gas, biogas, hydrogen, or blends of these fuels into electricity through an electrochemical process without combustion, significantly reducing greenhouse gas emissions and criteria pollutants compared to conventional fossil fuel generation. By generating power where it is consumed, our systems deliver 24x7 reliability, improved energy security, and resilience against grid disruptions—critical for sectors such as data centers, healthcare, manufacturing, and critical infrastructure. Our proprietary solid oxide platform also powers the Bloom Electrolyzer™, which produces clean hydrogen with industry-leading efficiency. Operating at high temperatures, our electrolyzers consume up to 20–25% less electricity than low-temperature alternatives, reducing the cost of green hydrogen production and enabling large-scale adoption. In 2023, we demonstrated the world’s largest solid oxide electrolyzer at NASA’s Ames Research Center, producing over 2.4 metric tonnes of hydrogen per day and achieving industry-leading efficiency. Our solutions integrate with carbon capture, utilization, and storage (“CCUS”) technologies and support combined heat and power (“CHP”) applications, achieving system efficiencies of up to 90% by utilizing high-temperature exhaust for industrial steam or absorption chilling. Through partnerships such as our collaboration with Chart Industries, we are advancing cost-effective carbon capture by leveraging the high-purity CO₂ stream from our fuel cells, enabling near-zero-carbon baseload power from natural gas and biogas. Bloom Energy is also addressing the surging power demands of artificial intelligence and cloud data centers through strategic agreements, including a $5.0 billion financing framework with Brookfield Asset Management and collaborations with Oracle and other hyperscale operators. These partnerships position our technology as a cornerstone for powering AI-driven infrastructure with low-carbon, distributed energy solutions. Our corporate headquarters are located in San Jose, California. We have deployed our Energy Server systems across approximately 1,100 sites in 9 countries, supporting businesses and critical infrastructure globally. Our mission remains to make clean, reliable energy affordable for everyone, while providing a pathway to a net-zero future. Liquidity While we have generally incurred operating losses and negative cash flows from operations since our inception, we generated $113.9 million of positive cash flows from operations in fiscal year 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 $2,613.7 million and $4.2 million of total outstanding recourse and non-recourse debt, respectively, as of December 31, 2025, $4.2 million and $2,613.7 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 16, 2023, we issued the 3.0% Green Convertible Senior Notes due June 2028 (the “3.0% Green Notes due June 2028”) with an aggregate principal amount of $632.5 million due June 2028, unless earlier repurchased, redeemed or converted, resulting in net cash proceeds of $612.8 million. On June 1, 2023, we used approximately $60.9 million of the net proceeds from this offering to redeem all of the outstanding principal amount of our 10.25% Senior Secured Notes due March 2027. The redemption price equaled 104% of the principal amount redeemed plus accrued and unpaid interest. We also used approximately $54.5 million of the net proceeds from the offering to purchase the capped call options. The remaining portion of the 3.0% Green Notes due June 2028 was planned to be used for working capital investment and general corporate purposes. On May 29, 2024, we issued the 3.0% Green Convertible Senior Notes due June 2029 (the “3.0% Green Notes due June 2029”) in an aggregate principal amount of $402.5 million due June 2029, unless earlier repurchased, redeemed or converted, resulting in net cash proceeds of $389.7 million. On May 29, 2024, we used approximately $141.8 million of the net cash proceeds from this issuance to repurchase $115.0 million, or 50%, of the outstanding principal amount of our 2.5% Green Convertible Senior Notes due August 2025 (the “2.5% Green Notes”) in privately negotiated transactions. The repurchase amount equaled 122.6% of the principal amount repurchased, plus related accrued and unpaid interest. On May 7, 2025, we entered into privately negotiated exchange agreements (the “Exchange Agreements”) with certain holders of our 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 Notes due June 2029. As a result of the Debt Exchange, we recorded a $32.3 million loss on early extinguishment of debt, included within our consolidated statements of operations for the year ended December 31, 2025. As of August 15, 2025, the maturity date, the remaining $2.2 million aggregate principal amount of our 2.5% Green Notes outstanding following the Debt Exchange, was settled through the issuance of our Class A common stock. On November 4, 2025, we issued the 0% Convertible Senior Notes (the “0% Notes”) in an aggregate principal amount of $2,500.0 million due November 2030, unless earlier repurchased, redeemed or converted, resulting in net cash proceeds of $2,440.2 million. Concurrently with the issuance of the 0% Notes, we entered into separate, privately negotiated transactions (the “Exchange Transactions”) with a limited number of holders of our existing 3.0% Green Notes due June 2028 and 3.0% Green Notes due June 2029 (collectively, the “Existing Notes”) to exchange (i) $532.8 million principal amount of the 3.0% Green Notes due June 2028 for aggregate consideration consisting of $539.6 million in cash, which includes accrued interest of $6.8 million on such 3.0% Green Notes due June 2028, and 24,302,183 shares of our Class A common stock, and (ii) $443.1 million principal amount of the 3.0% Green Notes due June 2029 for aggregate consideration consisting of $448.8 million in cash, which includes accrued interest of $5.6 million on such 3.0% Green Notes due June 2029, and 18,105,762 shares of our Class A common stock. On December 19, 2025, we entered into a senior secured multicurrency revolving credit facility (the “Revolving Credit Facility”) with aggregate commitments of $600.0 million, including a $90.0 million letter of credit sub-facility. The facility matures on December 19, 2030, subject to certain springing maturity provisions, and provides additional liquidity for general corporate purposes. As of December 31, 2025, no amounts were drawn under the Revolving Credit Facility. For more information on our debt, the Debt Exchange, the Exchange Transactions, and the Revolving Credit Facility, please see Note 8—Outstanding Loans and Security Agreements in this Annual Report on Form 10-K. 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 increase in 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 issuance of this Annual Report on Form 10-K. Inflation Reduction Act of 2022 In the U.S., the investment tax credit (the “ITC”) of up to 50% for fuel cells under Section 48(a) of the Inflation Reduction Act of 2022 (the “IRA”) expired on December 31, 2024. Prior to the expiration, the Company and its customers utilized compliant safe harbor mechanisms to begin construction and thereby still benefit from the ITC of up to 50% under Section 48(a). Under Section 48(a), Bloom fuel cell systems beginning construction prior to December 31, 2024 are eligible for a 30% base credit, a 10% domestic content bonus credit, and in certain cases (depending on location of the project site) a 10% energy communities bonus credit, provided in each case that prevailing wage and apprenticeship requirements are satisfied. In addition to the ITC, the IRA authorized a competitive process to apply for credits to expand or enhance manufacturing capacity. On December 21, 2023, we submitted the application for qualifying advanced energy project credit allocation under Internal Revenue Code Section 48C(e) for the manufacturing facility in Fremont, California (the “Facility”). On March 29, 2024, we received notification from the Internal Revenue Service (IRS) of the acceptance of our application for a Qualifying Advanced Energy Project Credit of up to $75.3 million. After a technical review of Bloom’s Section 48C(e) application, the Department of Energy provided a recommendation to the IRS to grant a $75.3 million credit allocation for the Facility. The approval is subject to satisfaction of the underlying certification requirements, including the prevailing wage and apprenticeship requirements, within two years from the date of the application acceptance and potential clearance by the Office of Management and Budget due to President Trump’s executive order halting the disbursement of funds under the IRA. The One Big Beautiful Bill Act 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 now eligible for a 30% ITC under Section 48E without regard to emissions for projects beginning construction after December 31, 2025 (without affecting continued eligibility of certain projects for up to 50% ITC under Section 48(a) as described above). 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 included restrictions on the availability of energy tax credits to U.S. taxpayers owned or controlled by certain countries of concern (i.e., China, Russia, Iran and North Korea). The OBBBA also restored the expensing of domestic research expenditures for years beginning after December 31, 2024. The addition of the 30% ITC for fuel cell projects that begin construction after December 31, 2025, is expected to have a favorable impact on the continued adoption of our Energy Server systems and financial results. Additionally, the OBBBA introduces new compliance requirements under the Foreign Entity of Concern (FEOC) provisions for both Section 48E and the Advanced Manufacturing Production Tax Credit (AMPTC) under Section 45X. These provisions limit “material assistance” from FEOCs in the manufacturing of products comprising fuel cell projects otherwise eligible for such tax credits. 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. Importantly, the OBBBA preserves the utility of the Section 45Q tax credit incentives for carbon capture utilization and storage projects. Historically, the 45Q tax credit has provided differentiated credit levels for carbon management projects depending on the end-use of the captured carbon dioxide or carbon monoxide. The OBBBA modified the structure of the credit and 45Q now provides one credit value for projects capturing carbon oxides from industrial and power facilities ($85 per metric ton) regardless of the end-use. The updated values and extension of the program through projects that commence construction through 2032 help increase the viability of domestic carbon capture projects. Basis of Presentation We have prepared the 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 These consolidated financial statements reflect our accounts and operations and those of our subsidiaries in which we have a controlling financial interest. We use a qualitative approach in assessing the consolidation requirement for our variable interest entities (“VIEs”), which we refer to as a tax equity partnership (2015 ESA Project Company, LLC, also referred to as our power purchase agreement (i.e., PPA), or the “PPA Entity”, “PPA V”), a joint venture in the Republic of Korea (the “Korean JV”), and the Fund JVs (see Note 7—Investments in Unconsolidated Affiliates in this Annual Report on Form 10-K). This approach focuses on determining whether we have the power to direct those activities of the PPA Entity, the Korean JV, and the Fund JVs that most significantly affect their economic performance and whether we have the obligation to absorb losses, or the right to receive benefits, which could potentially be significant to the PPA Entity, the Korean JV, and the Fund JVs. We have concluded that we are the primary beneficiary of the Korean JV for all periods presented and were the primary beneficiary for the PPA Entity until August 2023, when it was sold as a result of the repowering of the Energy Server systems. We are not the primary beneficiary of any of the Fund JVs, and we account for our interests in those entities under the equity method of accounting. We continuously assess our relationships with the Korean JV and the Fund JVs to determine whether we are, or are not, the primary beneficiary. All intercompany transactions and balances have been eliminated upon consolidation. The sale of an operating company with a portfolio of the PPAs in which we do not have an equity interest is called a “Third-Party PPA.” We have determined that, although these entities are VIEs, we do not have the power to direct those activities of the Third-Party PPAs that most significantly affect their economic performance. We also do not have the obligation to absorb losses, or the right to receive benefits, which could potentially be significant to the Third-Party PPAs. Because we are not the primary beneficiary of these activities, we do not consolidate Third-Party PPAs. Use of Estimates The preparation of consolidated financial statements in conformity with U.S. GAAP requires us to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and the accompanying notes. The most significant estimates include (i) the determination of the stand-alone selling price, (ii) valuation of financial instruments associated with the Amended Securities Purchase Agreement (the “SPA”) with SK ecoplant Co., Ltd. (“SK ecoplant”, formerly known as SK Engineering & Construction Co., Ltd.), (iii) modification of performance-based stock unit awards, (iv) the assessment of the realizability of deferred tax assets, including the need for a valuation allowance, evaluation of uncertain tax positions, and estimates related to future taxable income and tax-planning strategies, (v) inventory valuation, specifically excess and obsolescence provisions for obsolete or unsellable inventory, (vi) valuation of share-based consideration payable to customer’s customer, and (vii) in relation to property, plant and equipment (specifically Energy Server systems), assumptions relating to economic useful lives and impairment assessments. Other accounting estimates include variable consideration relating to product performance guaranties, lease and non-lease components and related financing obligations such as incremental borrowing rates, estimated output, efficiency and residual value of our products, product performance warranties and guaranties and extended maintenance, derivative valuations, estimates relating to contractual indemnities provisions, stock-based compensation expense, and financing obligation allocations in managed service transactions. In addition, certain of such estimates could require further judgment or modification and therefore carry a higher degree of variability and volatility. Actual results could differ materially from these estimates under different assumptions and conditions. 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. In the years ended December 31, 2025, 2024 and 2023, total revenue in the U.S. was 81%, 74% and 70%, respectively, of our total revenue. Credit Risk—As of December 31, 2025, three customers*, the first of which is our related party (see Note 12—Related Party Transactions in this Annual Report on Form 10-K), accounted for approximately 41%, 17%, and 15% of accounts receivable. As of December 31, 2024, three customers, the first of which was our 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 year ended December 31, 2025, revenue from three customers*, the first of which is our related party (see Note 12—Related Party Transactions in this Annual Report on Form 10-K), accounted for approximately 43%, 13% and 12% of our total revenue. During the year ended December 31, 2024, three customers, the first of which was our related party, represented approximately 23%, 16%, and 14% of our total revenue. During the year ended December 31, 2023, revenue from two customers, the first of which was our related party, accounted for approximately 37% and 26% of our total revenue. *Definition of “customer.” For purposes of the concentration of risk disclosure, “customer” refers to the contractual counterparty to which we sell our products and fulfil installation obligations, which in certain transactions may be a project‑finance affiliate rather than the ultimate end user of the products. See Note 7—Investments in Unconsolidated Affiliates for additional information regarding Brookfield‑affiliated financing framework structure.

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