Bloom Energy Corp

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

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Bloom Energy Corp.

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Letters To Our Stockholders

It's time to embrace systemic transformation across the energy landscape, and Bloom is ready and able to contribute. We come to you this year with renewed optimism that our collective ambition to transition the energy sector will help us overcome the challenges that lie ahead. Distributed technologies, including our innovative solutions, will propel the next stage of energy sector growth, and Bloom is ready to meet the challenge.”KR SridharFounder, Chairman and Chief Executive Officer

Dear Stockholder,

It is my privilege to invite you to our annual stockholder meeting. We look forward to discussing our achievements in 2023, a pivotal year in Bloom Energy’s history, and our ongoing efforts at helping to solve the most pressing energy challenges faced by companies around the world. We are extremely proud of the progress we are making at Bloom Energy. We continue to build our company with a focus on revenue growth, profitability, and balance sheet strength, while continuing to advance our world class technology and customer solutions. In 2023, we achieved an important milestone with profitability in non-GAAP operating income, supported by strong demand for our products, a growing order book, and we overachieved on our cost reduction targets. We are incorporating artificial intelligence (“AI”) into our operations, from supply chain to service. We expect our data-driven mindset, in combination with AI, to lead to greater performance improvements and faster technology innovation. As we continue to expand our global presence, we are making huge strides to deliver solutions that reduce carbon footprints while improving air quality in the communities in which we operate. With the strength of our balance sheet, our technological advancements, and our orderbook of more than $12 billion in product and service revenue, we are well positioned to execute in 2024 and beyond.

As part of our commitment to innovation and our unique understanding of customers’ power needs, we expanded Bloom’s product suite, building on our solid oxide fuel cell platform, with two new solutions that unlock new markets and applications for us. The first is our Combined Heat and Power (“CHP”) solution, which can provide both net-zero steam for hard-to-decarbonize industrial processes as well as net-zero cooling for infrastructure, including data centers. The second is our Be Flexible™ load following solution, which provides a much-needed economical and sustainable solution for variable electricity load and demand, with up to 50% cost savings, 50% carbon reduction at reduced load, and 5x faster power ramp versus legacy solutions like diesel generators or gas turbines. Our Be Flexible solution can solve pain points for utilities for their in-front-of-the-meter applications and for customers such as AI data centers, EV charging stations, or large industrial and commercial sites for their behind-the-meter applications.

Bloom Energy’s Solutions

At Bloom Energy, we have spent the past two decades continuously innovating new solutions that can help

companies and governments address the challenges of power availability and reduced emissions.

Our Energy Servers are designed to deliver reliable electricity in microgrid configuration to customers who can’t afford power outages. Our system operates at very high availability due to its modular and fault-tolerant design, which includes multiple independent power generation modules that can be concurrently serviced while the system provides uninterrupted power from the other modules. Our Energy Servers also have the proven resiliency to withstand weather events, and other grid outages. Contrast that to the grid, which is still grappling with the increasing frequency and duration of outages caused by a number of systemic and hard to mitigate causes.

Our systems can be installed much faster than either new transmission lines or any form of large-scale power generation. This ‘Time to Power’ value proposition is particularly meaningful for manufacturers, data centers, hospitals, and retailers, especially as the local grid is increasingly unable to provide the additional power to support their growth or onshoring goals. Bloom Energy solutions can be operational in months, whereas other power providers and the grid itself are often unable to serve customers for a period of years.

The Bloom Electrolyzer opens new markets, partnerships, and geographies for us. The fifteen years of expertise we have accumulated from building, installing, and operating fuel cell systems is being leveraged to advance the electrolyzer systems we can deploy. In 2023, we deployed the world’s largest solid oxide electrolyzer at NASA’s Ames Research Center, located in Mountain View, California. At its high efficiency, the Bloom Electrolyzer uses less electricity to produce hydrogen than other electrolyzers, potentially lowering the overall cost of producing hydrogen, a critical factor in accelerating the transition to hydrogen as a fuel. The Idaho National Laboratory (“INL”) analyzed the efficiency of the Bloom Electrolyzer in producing hydrogen from electricity and steam from a nuclear facility and concluded that it was the most efficient electrolyzer that they had ever tested.

Tomorrow’s Energy Landscape

Digital transformation, AI, electric vehicles, the onshoring of manufacturing, and the electrification of everything are all increasing demand for electricity at a rate not seen in decades. By some estimates, these trends may drive demand for electricity up to ten times more than the average annual growth rate that utilities have experienced

during the past four decades. The nationwide forecast for electricity demand shot up from 2.6% to 4.7% growth over the next five years, with grid planners now forecasting a peak demand growth of 38 gigawatts (“GW”) in the next four years alone, requiring rapid planning and construction of new generation and transmission. In California, the lack of generating capacity regularly leads to emergency declarations and requests for residents and businesses to reduce their load and even export power from onsite resources, including the growing fleet of dirty diesel generators. To serve California’s surging energy demand with solar and wind alone, the required amount of storage, transmission, and capacity additions are projected to drive wholesale electricity rates up an additional 65%. In Asia, there are projections that total energy consumption will double from 2020 to 2050, driven by increasing populations and fast-growing economies. As utilities are increasingly unable to meet the surging demand for power, customers will need distributed solutions, independent of the grid, to ensure their power needs can be met with reliability, efficiency, and affordability.

In addition to rapid demand growth, the grid is now facing resiliency challenges as well as shortages of power generation and transmission infrastructure. Threats to grid resiliency include extreme weather events (with more than 20 incidents in the U.S. causing $1 billion or more in damages each in 2023), aging transmission and distribution systems, a wave of retiring generation assets (from both fossil and nuclear fuel sources), and unprecedented load growth that is far outpacing the installation of new renewable resources. In the last 10 years, all new renewable power capacity installed in the U.S. produced less electrical energy than the deficit created by retired coal and nuclear power plants. On the transmission side, while the National Renewable Energy Laboratory estimates that 90,000 miles of high-voltage transmission lines are needed to meet the projected demand growth, less than 700 miles were built in 2022.

For all of these reasons, energy security and power availability are top-of-mind for governments and the CEOs and boards of major companies. We see this reflected in our inbound inquiries and in the conversations that our sales teams are having with customers.

Data Centers: Powering AI

No industry better illustrates the confluence of these supply and demand dynamics than data centers. A recent report by Morgan Stanley estimates that Generative AI power demand will reach 224 terawatt hours by 2027, equivalent to more than 75% of total global data center power use in 2022. This market may not be served by the grid alone, but also by alternative power solutions such as Bloom’s Energy Server. In key data center markets like Northern Virginia and Silicon Valley, the capacity of the local grid has fallen far short of the growing demands of the data center industry.

Bloom’s Energy Server is flexible, rapidly deployable, and scalable. For the past year, Bloom has been engaged with several leading companies in the AI space, actively working with CEOs and their technical teams on design configurations and implementation scenarios for greenfield data center projects where the utility companies have made it clear that they cannot be counted on to provide power in the next several years. Based on this work, and in the absence of reliable and timely power from the grid, we believe Bloom represents

customers' best alternative for fast, flexible, and scalable power. The market in this sector is rapidly evolving, and we will have better visibility on timing as the year progresses, but as I look ahead, I see the data center space as our most exciting growth opportunity.

Energy for the Future

When I joined world leaders, energy executives, and NGO principals in Dubai last November for the United Nations Climate Change Conference, COP28, it was clear there is increasing positive momentum to collaborate to solve global energy needs and climate problems. While progress sometimes appears slow, we are dealing with the huge task of aligning the interests of the world’s biggest industry with the energy consumption needs of more than 8 billion people. The results from this year’s conference show a step change in the willingness of these important stakeholders to harness supply and demand forces to gain further alignment and equilibrium. I have never been more confident that we at Bloom can play an essential role in this transition to lower carbon and zero carbon energy at a global scale.

In the U.S., we must take swifter action at the state and federal levels to ensure clean energy supply growth, including efforts to alleviate the interconnection bottleneck and encourage more distributed energy solutions and microgrids. The good news is that Bloom Energy provides solutions to this potent mix of challenges. Policymakers have long discussed the promise of distributed technologies, now their time has come. Customers that require lower carbon and resilient energy today with the flexibility to move to net-zero solutions in the future are turning to Bloom Energy. Our future-proof platform offers these distributed technologies in a rapidly deployable “time-to-power” offering that unlocks multiple pathways to net zero. In a world challenged by cost and complexity, our Bloom Energy Server and Electrolyzer products provide important answers to these needs. Bloom's efficient, flexible, and resilient solutions available today offer some of the most pragmatic near-term generation options to reduce cost, increase resilience, reduce greenhouse gas emissions, improve air quality, and better conserve water and land, as are the innovative operating models they enable.

It's time to embrace systemic transformation across the energy landscape, and Bloom is ready and able to contribute. We come to you this year with renewed optimism that our collective ambition to transition the energy sector will help us overcome the challenges that lie ahead. Distributed technologies, including our innovative solutions, will propel the next stage of energy sector growth, and Bloom is ready to meet the challenge. Our optimism – indeed, our momentum – will continue to be motivated by our culture’s guiding principles: Be Bold, Be Agile, and Be Inspired. This is the heartbeat of Bloom. Our leadership team is inspired every day by the work of our talented colleagues. We are eager to share our story with you at our annual meeting. I look forward to seeing you there.

Most respectfully yours,

KR Sridhar

Founder, Chairman and Chief Executive Officer

Dear Stockholder,

On behalf of the Board of Directors, I am pleased to invite you to the 2024 Annual Meeting of Stockholders. As your lead independent director and having spent almost 40 years investing in energy innovation, it is a privilege to work closely with KR Sridhar, our Chairman and CEO, my fellow Board members, and our senior management team as the Company continues to innovate and advance its solid oxide fuel cell platform to provide solutions to address the energy transition to a decarbonized world.

Our Company had a successful year in 2023. We achieved record revenue, increased our margins, and expanded our core Energy Server product with two new offerings – CHP, our baseload solution with heat capture, and Be Flexible™, our baseload solution with load following. We also strengthened our balance sheet, invested in our people, and enhanced our governance practices.

During the past year, we worked with the Company’s leadership team to complete the sunsetting of the Company’s dual-class shares, giving an equal voice to all stockholders. We also oversaw the restructuring plan intended to scale the business, support the Company’s strategic priorities, and drive multi-year growth.

I am very proud of the Company’s commitment to sound governance practices and the highly-qualified Directors who bring their strong and unique set of skills, perspectives, and experiences as they conduct the Board’s governance and oversight responsibilities. Our Board is comprised of an experienced and diverse group of individuals with qualifications spanning executive leadership, global operations, finance, human capital management, emerging technologies, public policy, strategic business development, sustainability, and the energy industry. I encourage you to review Proposal 1 beginning on page 16 for our Director profiles.

As the world transitions to a net-zero carbon energy system and the Company evolves to meet the challenges of this transition, so does our Board. We believe our Board currently reflects the right mix of skills and experiences to guide the Company as we navigate through the energy transition and scale for the future. Through our ongoing Board refreshment process, we will maintain a balance of diverse skills, backgrounds, experiences, and tenure among our Directors. We are focused on ensuring the Board continues to provide effective oversight of business strategy and execution and helps advance our evolving and growing business. In 2023, we welcomed CJ Warner to the Board, a seasoned energy executive with an engineering background and more than 40 years of senior leadership and global operating experience in both traditional and renewable energy; she brings valuable skills and perspectives to the Board as we scale globally, introduce new product solutions, and advance our business development efforts.

The global energy market is vast, dynamic, and can appear slow-moving. But the big themes persist… rapid growth in demand for electricity, broad-based undersupply, and the need for carbon reduction. Today, as always, Bloom Energy is poised to fill the void. As your Lead Independent Director, I am actively engaged with Bloom’s Chairman and CEO, KR Sridhar, helping the Company remain strategically positioned to successfully grow the business.

Over the past year, to foster transparent and effective two-way communication, we continued our ongoing dialogues with stockholders. We value your input and consider it an important part of our governance process. We look forward to continuing our engagement in 2024.

On behalf of my fellow Directors, we are grateful for your support and thank you for your interest and investment in Bloom Energy.

Sincerely,Jeffrey ImmeltLead Independent DirectorMarch 26, 2024

Notice of Annual Stockholder Meeting

Meeting Agenda

Stockholders will also transact any other business that may be properly brought before the 2024 Annual Meeting or any adjournment, continuation, or postponement thereof.

Who Can Vote and Attend. Holders of our Class A common stock at the close of business on the Record Date can attend the meeting online and vote on the proposals. Whether or not you expect to attend, we encourage you to read the Proxy Statement and vote using one of the methods described below as soon as possible so that your shares may be represented at the meeting.

Your Vote is Very Important. Holders of Class A common stock are entitled to one vote per share. If you are a registered holder and have questions regarding your stock ownership, you should contact our transfer agent, Equiniti Trust Company, LLC through its website at https://equiniti.com/us/ast-access/individuals or by phone at 1-800-937-5449.

Mailing Date. On or about March 26, 2024, we will mail to most stockholders a Notice of Internet Availability of Proxy Materials with instructions on how to access our proxy materials, including our Proxy Statement and Annual Report.

Meeting Disruptions. In the event of a technical malfunction or other situation that the meeting chair determines may affect the ability of the meeting to satisfy the requirements for a meeting of stockholders to be held by means of remote communication under the Delaware General Corporation Law, or that otherwise makes it advisable to adjourn the meeting, the chair of the meeting will convene the meeting at 9:30 a.m. Pacific Time on the date specified above and at our address at 4353 North First Street, San Jose, CA 95134 solely for the purpose of adjourning the meeting to reconvene at a date, time, and physical or virtual location announced by the meeting chair, and we will post information regarding the announcement on the investors page of our website athttps://investor.bloomenergy.com.

By Order of the Board of Directors,

Shawn M. Soderberg

Chief Legal Officer and Corporate Secretary

How to Vote

Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting to be held on May 7, 2024. The Notice, Proxy Statement, and 2023 Annual Report on Form 10-K are available at www.proxyvote.com.

Table of Contents

Certain statements in this Proxy Statement, other than statements of historical fact, including estimates, projections, statements relating to our business plans, objectives and expected operating results, statements regarding our environmental and other sustainability plans and goals, and the assumptions upon which those statements are based, are “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). In some cases, forward-looking statements may be identified by terms such as “believe,” “project,” “expect,” “anticipate,” “estimate,” “intend,” “strategy,” “future,” “opportunity,” “plan,” “may,” “should,” “will,” “would,” “will be,” “will continue,” “will likely result,” and similar expressions. Forward-looking statements are based on current expectations and assumptions that are subject to risks, uncertainties, and other factors, including those identified in our Annual Report on Form 10-K for the year ended December 31, 2023, filed with the U.S. Securities and Exchange Commission (“SEC”) and other subsequent documents we file with the SEC, which may cause actual results and outcomes to differ materially from the forward-looking statements. We undertake no obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events, or otherwise. Any standards of measurement and performance made in reference to our environmental and other sustainability plans and goals are developing and based on assumptions that continue to evolve, and no assurance can be given that any such plan, initiative, projection, goal, commitment, expectation, or prospect can or will be achieved. The inclusion of information related to our environmental and other sustainability goals and initiatives is not an indication that such information is material under the SEC’s standards. Website references throughout this document are provided for convenience only, and the content on the referenced websites is not incorporated by reference into this document.