Bloom Energy Corp

10. Portfolio Financings

We have developed various financing options that enable customers’ use of the Energy Server systems through third-party ownership financing arrangements.

In the past, we and our third-party equity investors (together, the “Equity Investors”) contributed funds into a limited liability investment entity (the “Investment Company”) that owns and is parent to the Operating Company (together, the “PPA Entities”). The contributed funds were restricted for use by the Operating Company to the purchase of our Energy Server systems manufactured by us in our normal course of operations. Allsix PPA Entities established in the past utilized their entire available financing capacity and have completed the purchase of their Energy Server systems. Any debt incurred by the Operating Companies was non-recourse to us. Under these structures, each Investment Company was treated as a partnership for U.S. federal income tax purposes. Equity Investors received investment tax credits and accelerated tax depreciation benefits.

In June 2022, November 2022, and August 2023, we sold PPA IIIa, PPA IV, and PPA V, respectively, which were accounted as our consolidated VIEs, as a result of the repowering of the Energy Server systems. The other three PPA Entities — PPA II, PPA IIIb and PPA VI — are not considered VIEs (the Third-Party PPAs).

PPA IIIa Repowering of the Energy Server Systems

PPA IIIa was established in 2012 and we, through a special purpose subsidiary (the “Project Company”), had previously entered into certain agreements for the purpose of developing, financing, owning, operating, maintaining and managing a portfolio of 9.8 megawatts of the Energy Server systems.

On March 31, 2022, we entered into a Membership Interest Purchase Agreement (the “MIPA”) where we bought out the equity interest of the third-party investor, wherein the PPA IIIa became wholly owned by us (the “PPA IIIa Buyout”).

Following the PPA IIIa Buyout and prior to June 14, 2022, we repaid all outstanding debt of the Project Company of $30.6 million, and recognized loss on extinguishment of debt in an amount of $4.2 million, which includes the write-off of the debt discount related to warrants of $1.8 million and a make-whole payment of $2.4 million associated with the debt extinguishment.

On June 14, 2022, we sold our 100% interest in the Project Company to the financier through the MIPA. Simultaneously, we entered into an agreement with the Project Company to repower the old 9.8 megawatts of the old PPA IIIa Energy Servers by replacing them with the new PPA IIIa Energy Servers and providing related installation services, which were financed by the financier (the “EPC Agreement”). The plan was to remove the old PPA IIIa Energy Servers prior to installing the new PPA IIIa Energy Servers and return the old PPA IIIa Energy Servers to Bloom. We also amended and restated our O&M Agreement with the Project Company to cover all the new PPA IIIa Energy Servers and the old PPA IIIa Energy Servers prior to their repowering. The operations and maintenance fees under the O&M Agreement are paid on a fixed dollar per kilowatt basis.

Certain power purchase agreements within the PPA IIIa portfolio were classified as sales-type leases under ASC 840, while some were classified as operating leases. We elected the practical expedient package with the adoption of ASC 842, which allowed us to carry forward the lease classification upon adoption of ASC 842 on January 1, 2020. The leases were modified prior to the sale of PPA IIIa to the financier. Such modified leases were reassessed and determined to not be leases under ASC 842 because customers have no control over the identified assets. Accordingly, on the date of modification, the customer financing receivables were derecognized and recognized as property, plant, and equipment (the “PPA IIIa PP&E”).

Due to our repurchase option on the old PPA IIIa Energy Servers, we concluded there was no transfer of control of the old PPA IIIa Energy Servers upon sale of the membership interest to the financier. Accordingly, we continued to recognize the old PPA IIIa Energy Servers, despite the legal ownership of such assets under the MIPA. Upon reclassification of the lease assets to property, plant and equipment, net, we assessed the recorded assets for impairment. The carrying amount of the PPA IIIa PP&E was determined to be not recoverable as the net undiscounted cash flows were less than the carrying amounts for PPA IIIa PP&E. Therefore, we recognized the asset impairment charge as electricity cost, consistent with depreciation expense classification for property, plant and equipment under leases.

The PPA IIIa Repowering was completed in the fourth quarter of fiscal year 2022. It resulted in the following summarized impacts on our consolidated statements of operations for the year ended December 31, 2024: (i) service revenue recognized of $2.3 million related to the O&M Agreements, (ii)immaterial amount of cost of installation revenue recognized.

The PPA IIIa Repowering resulted in the following summarized impacts on our consolidated statements of operations for the year ended December 31, 2023: (i) service revenue recognized of $3.5 million related to the O&M Agreements, (ii) installation revenue recognized of $0.4 million, and (iii) cost of installation revenue of $0.1 million. The PPA IIIa Repowering had the following impacts on our consolidated statements of operations for the year ended December 31, 2022: (i) product, installation and service revenue recognized of $49.8 million, $4.6 million, and $0.7 million, respectively, as a result of the sale of the new PPA IIIa Energy Servers; (ii) cost of electricity revenue of $45.0 million, including the impairment of the old PPA IIIa Energy Servers of $44.8 million and accelerated depreciation of $0.2 million prior to the completion of installation; (iii) cost of product and installation revenue of $21.8 million and $3.2 million, respectively, due to the sale of the new PPA IIIa Energy Servers; and (iv) $4.2 million of loss on extinguishment of debt.

Impacts on our consolidated statements of cash flows for the year ended December 31, 2022, are summarized as follows: net cash provided by financing activities decreased by $32.6 million due to the repayment of debt of $30.2 million and cash fee of $2.4 million associated with debt extinguishment. There wereno impacts on cash flows from financing activities for the years ended December 31, 2024, and 2023.

PPA IV Repowering of the Energy Server Systems

PPA IV was established in 2014 and we, through the Project Company, had previously entered into certain agreements for the purpose of developing, financing, owning, operating, maintaining and managing a portfolio of 19.3 megawatts of the Energy Server systems.

On November 2, 2022, we entered into the MIPA where we bought out the equity interest of the third-party investor for $4.0 million, wherein the PPA IV became wholly owned by us (the “PPA IV Buyout”).

Following the PPA IV Buyout and prior to November 22, 2022, we repaid all outstanding debt of the Project Company of $70.9 million and recognized a loss on extinguishment of debt in an amount of $4.7 million, which includes the write-off of the debt discount of $0.6 million and a make-whole payment of $4.1 million associated with the debt extinguishment.

On November 22, 2022, we sold our 100% interest in the Project Company to the financier through the MIPA. Simultaneously, we entered into an agreement with the Project Company to repower the 19.3 megawatts of the old PPA IV Energy Servers by replacing them with the new PPA IV Energy Servers and providing related installation services, which were financed by the financier under the EPC Agreement. The old PPA IV Energy Servers were removed prior to installing the new PPA IV Energy Servers, whereby upon completion of installation the old PPA IV Energy Servers are returned to Bloom. We also amended and restated our O&M Agreement with the Project Company to cover all the new PPA IV Energy Servers and the old PPA IV Energy Servers prior to their repowering. The operations and maintenance fees under the O&M Agreement are paid on a fixed dollar per kilowatt basis.

The power purchase agreements within the PPA IV portfolio were classified as operating leases under ASC 840. We elected the practical expedient package with the adoption of ASC 842, which allowed us to carry forward the lease classification upon adoption of ASC 842 on January 1, 2020. The leases were modified prior to the sale of PPA IV to the financier. Such modified leases were reassessed and determined to not be leases under ASC 842 because customers have no control over the identified assets. Accordingly, on the date of modification, the operating leases were recognized as property, plant, and equipment (the “PPA IV PP&E”).

Due to our repurchase option on the old PPA IV Energy Servers, we concluded there was no transfer of control of the old PPA IV Energy Servers upon sale of the membership interest to the financier. Accordingly, we continued to recognize the old PPA IV Energy Servers, despite the legal ownership of such assets under the MIPA. We assessed the recorded assets for impairment. The carrying amount of the PPA IV PP&E was determined to be not recoverable as the net undiscounted cash flows are less than the carrying amounts for the PPA IV PP&E. Therefore, we recognized the asset impairment charge as electricity cost, consistent with depreciation expense classification for property, plant and equipment under leases.

The PPA IV Repowering was completed in the first quarter of fiscal year 2024. It resulted in the following summarized impacts on our consolidated statements of operations for the year ended December 31, 2024: (i) service revenue recognized of $2.3 million related to the O&M Agreements, (ii) product revenue recognized of $0.4 million, (iii) a decrease of cost of installation revenue of $0.2 million due to accrual reversal, and (iv) immaterial amount of installation revenue recognized due to revenue adjustment.

The PPA IV Repowering had the following impacts on our consolidated statements of operations for the year ended December 31, 2023: (i) installation revenue recognized of $10.0 million, (ii) service revenue recognized of $1.8 million related to the O&M Agreements, (iii) electricity revenue recognized of $6.1 million, (iv) product revenue decreased by $3.4 million due to the revenue adjustment, (v) cost of installation revenue of $6.6 million, and (vi) cost of product revenue of $0.1 million. The PPA IV Repowering had the following impacts on our consolidated statements of operations for the year ended December 31, 2022: (i) product and electricity revenue recognized of $102.3 million and $1.4 million, respectively, as a result of the sale of new Energy Servers; (ii) cost of electricity revenue of $64.3 million, including the impairment of old Energy Servers of $64.0 million and accelerated depreciation of $0.3 million prior to the completion of installation; (iii) cost of product revenue of $37.4 million, due to the sale of the new PPA IV Energy Servers; (iv) general and administrative expenses of $4.7 million primarily due to the impairment of prepaid insurance, and; (v) $4.7 million of loss on extinguishment of debt.

As a result of the equity interest buyout from the third-party investor, noncontrolling interest related to PPA IV of $23.7 million was eliminated and recorded as part of additional paid-in capital in our consolidated statements of stockholders’ equity (deficit).

Impacts on our consolidated statements of cash flows for the year ended December 31, 2022, are summarized as follows: net cash provided by financing activities decreased by $74.6 million due to the repayment of debt of $70.5 million and cash fee of $4.1 million associated with debt extinguishment. There wereno impacts on cash flows from financing activities for the years ended December 31, 2024, and 2023.

PPA V Interest Buyout

On November 2, 2022, we acquired all of Constellation Energy Generation, LLC’s (“Constellation”) interest in PPA V (the “2022 PPA V Buyout”), as set forth in the Purchase and Sale Agreement. The aggregate purchase price of the transaction amounted to $8.0 million. After the acquisition our interest in PPA V increased from 10% to 70%.

On August 10, 2023, we acquired all of Solar TC Corp’s (“Intel”) interest in PPA V, as set forth in the Purchase and Sale Agreement (the “2023 PPA V Buyout”). The aggregate purchase price of the transaction amounted to $6.9 million. After the acquisition, PPA V became wholly owned by us.

The changes in our ownership interest in PPA V were accounted for as equity transactions in accordance with ASC 810, Consolidations (“ASC 810”). The carrying amounts of the noncontrolling interest were eliminated to reflect the changes in our ownership interest in PPA V, and the differences between the fair values of the considerations paid and the carrying amounts of the noncontrolling interest immediately prior to the 2022 PPA V Buyout on November 2, 2022, and immediately prior to the 2023 PPA V Buyout on August 10, 2023, of $48.1 million and $11.5 million, respectively, were recognized as additional paid-in capital in our consolidated statements of stockholders’ equity (deficit).

PPA V Repowering of the Energy Server Systems

PPA V was established in 2015 and we, through the Project Company, had previously entered into certain agreements for the purpose of developing, financing, owning, operating, maintaining and managing a portfolio of 37.1 megawatts of the Energy Server systems.

On August 24, 2023, we entered into the MIPA with the financier. Following the 2023 PPA V Buyout and prior to signing the MIPA, we repaid all of the outstanding debt of the Project Company of $119.0 million, including accrued interest of $0.5 million, and recognized a loss on extinguishment of debt in an amount of $1.4 million, represented in its entirety by the derecognition of the related debt issuance costs. Refer to Note 7 —Outstanding Loans and Security Agreements, Non-recourse Debt Facilities section.

On August 25, 2023, we sold our 100% interest in the Project Company to the financier through the MIPA. Simultaneously, we entered into an agreement with the Project Company to repower the 37.1 megawatts of the old PPA V Energy Servers by replacing them with the new PPA V Energy Servers and to provide related installation services, which were financed by the financier (i.e., EPC Agreement). We also amended and restated our O&M Agreement with the Project Company to cover all the new PPA V Energy Servers and the old PPA V Energy Servers prior to their Repowering. The operations and maintenance fees under the O&M Agreement are paid on a fixed dollar per kilowatt basis.

Due to our repurchase option on the old PPA V Energy Servers, we concluded there was no transfer of control of the old PPA V Energy Servers upon sale of the membership interest to the financier. Accordingly, we continued to recognize the old PPA Energy Servers, despite the legal ownership of such assets having been transferred under the MIPA. We assessed the recorded assets for impairment. The carrying amount of the PPA V property, plant and equipment was determined to be not recoverable as the net undiscounted cash flows were less than the carrying amounts for PPA V property, plant and equipment. Therefore, we recognized the asset impairment charge as electricity cost, consistent with our depreciation expense classification for property, plant and equipment under leases.

The PPA V Repowering was complete in the first quarter of fiscal year 2024, and resulted in the following summarized impacts on our consolidated statements of operations for the year ended December 31, 2024: (i) service revenue recognized of $10.9 million related to the O&M Agreements, (ii) a decrease in cost of installation revenue of $0.8 million due to accrual reversal, (iii) product revenue decreased by $0.1 million due to the revenue adjustment, and (iv) immaterial amount of installation revenue recognized.

The PPA V Repowering had the following impacts on our consolidated statements of operations for the year ended December 31, 2023: (i) product revenue and installation revenue recognized of $176.2 million and $14.8 million, respectively, as a result of the sale of the new PPA V Energy Servers; (ii) electricity revenue recognized of $6.1 million related to the old PPA V Energy Servers and the release of deferred incentive revenue of $5.0 million, (iii) service revenue recognized of $2.6 million related to the O&M Agreements, (iv) cost of electricity revenue of $125.6 million, primarily including the impairment of the old PPA V Energy Servers of $123.7 million and accelerated depreciation of $0.4 million prior to the completion of installation; (v) cost of product revenue and cost of installation revenue of $75.3 million and $13.2 million, respectively, due to the sale of the new PPA V Energy Servers; (vi) general and administrative expenses of $6.4 million due to the impairment of non-recoverable production insurance; (vii) loss on extinguishment of debt of $1.4 million, (viii) interest expense of $0.3 million, and (ix) net loss attributable to noncontrolling interest of $1.0 million.

Impacts on our consolidated statements of cash flows for the year ended December 31, 2023, are summarized as follows: net cash provided by financing activities decreased by $109.3 million due to the repayment of debt related to PPA V of $118.5 million, and acquisition of all of interest in PPA V from Intel for $6.9 million net of distributions to Intel’s noncontrolling interest of $2.3 million. There wereno impacts on cash flows from financing activities for the year ended December 31, 2024.

Assets Buyout and Repowering

In December 2024, we terminated certain of our legacy managed services agreements, previously recorded as failed sale and lease-back transactions upon inception. At termination, we bought back the old Energy Server systems from the respective legacy financiers (the “Buyout”). Upon the Buyout, title for these Energy Server systems was transferred to a Bloom-owned SPV. The SPV was a VIE of Bloom under ASC 810, and we consolidated it in our financial statements as we were the primary beneficiary and therefore had the power to direct activities which were most significant to this entity.

Simultaneously with the Buyout, we sold our 100% interest in the SPV to the new financier. Upon the sale, the SPV is no longer a part of our consolidated financial statements. We also entered into two agreements with the New Project Company: (1) the EPC Agreement to repower its fleet of the old Energy Server systems by replacing them with the new Energy Server systems and to provide related installation services, which was financed by the new financier (the “old Energy Server systems Repowering”); and (2) the O&M Agreement for the operations and maintenance of the new Energy Server systems with fees payable on a fixed dollar per kilowatt basis. The old Energy Server systems Repowering was scheduled for the first half of fiscal year 2025.

At the time of the Buyout, we assessed the old Energy Server systems for impairment. As a result, the carrying amount of the assets, recorded as property, plant and equipment on our consolidated balance sheet, was adjusted to $1.5 million, to represent the new remaining useful life. The asset impairment charge of $74.4 million, along with the amount of the Buyout of

$59.4 million, net of refund received from the financier, was offset against thegain from derecognition of financing obligations related to the terminated legacy managed services agreements of $146.2 million, and the net effect of $12.4 million was recorded in other income (expense), net on our consolidated statements of operations (see Note 8 —Leases).

Under the EPC Agreement, Bloom has a right to repurchase the old Energy Server systems. Due to such repurchase right, we concluded there was no transfer of control of the old Energy Server systems upon sale of the SPV to the new financier. Consequently, the sale of the old Energy Server systems was recorded as a sales-type lease. Accordingly, we derecognized the old Energy Server systems with the carrying amount of $1.5 million, as determined at the time of the Buyout, resulting in the selling profit from the sales-type lease of $3.6 million, which was recorded in other income (expense), net on our consolidated statements of operations. Instead of recording the respective lease receivable for the sales-type lease, we adjusted customer deposits received from the new financier as part of the EPC Agreement by $5.1 million. The sales-type lease will have a term ending upon completion of the old Energy Server systems Repowering, which is expected to be completed by the end of the second quarter of fiscal year 2025.

11. Related Party Transactions

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 Second Tranche Closing, see Note 17 —SK ecoplant Strategic Investment. 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 is considered to be a related party as of September 23, 2023, and became entitled to nominate a member to the Board of Directors of Bloom. As of December 31, 2024, and 2023, SK ecoplant’s beneficial ownership of our Class A common stock represented 10.3% and 10.5% of our outstanding Class A common stock, respectively.

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

1 Total revenue from related parties for the years ended December 31, 2024, and 2023, includes revenue from (a) Korean JV and (b) SK ecoplant, which became a related party on September 23, 2023; however, we had transactions with SK ecoplant in prior periods (see Note 17 — SK ecoplant Strategic Investment). Revenue from related parties for the year ended December 31, 2022, relate to Korean JV in its entirety.

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 pertwo term loans entered into between Korean JV and SK ecoplant in fiscal year 2023 (see Note 7 —Outstanding Loans and Security Agreements).

Below is the summary of outstanding related party balances as of December 31, 2024, and 2023 (in thousands):

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

2 Represents the total balance oftwo term loans entered between Korean JV and SK ecoplant in fiscal year 2023 (see Note 7 —Outstanding Loans and Security Agreements).

SK ecoplant Joint Venture and Strategic Partnership

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 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. For the years ended December 31, 2024, 2023 and 2022, we recognized related party revenue of $40.2 million, $37.3 million and $36.3 million, respectively. As of December 31, 2024, and 2023, we had outstanding accounts receivable from related parties of $2.5 million and $19.6 million, and non-recourse debt of $4.1 million and $4.6 million, respectively.

For additional information, see Note 17 —SK ecoplant Strategic Investment.

12. Restructuring

In September 2023, as a result of a review of current strategic priorities and resource allocation, we approved the restructuring plan (the “Restructuring Plan”) intended to realign our operational focus to support our multi-year growth, scale the business, and improve our cost structure and operating margins. The Restructuring Plan included (i) an optimization of our workforce across multiple functions, (ii) a relocation of our Repair & Overhaul (“R&O”) department from our manufacturing and warehousing facility in Newark, Delaware, to Mexico, and (iii) a closure of a manufacturing, warehousing, research and development (“R&D”) facility in Sunnyvale, California (i.e., facility closure). We began executing the Restructuring Plan in September 2023. The restructuring activities related to an optimization of our workforce and the facility closure were completed in fiscal year 2024. As of December 31, 2024, we have paused our plan to relocate our R&O department from our manufacturing and warehousing facility in Newark, Delaware, to Mexico.

The determination of when we accrue for involuntary termination benefits under restructuring plans depends on whether the termination benefits are provided under an ongoing benefit arrangement or under a one-time benefit arrangement. We account for one-time benefit arrangements in accordance with ASC 420, Exit or Disposal Cost Obligations(“ASC 420”) and account for ongoing benefit arrangements in accordance with ASC 712, Nonretirement Postemployment Benefits. For involuntary termination benefits that are not provided under the terms of an ongoing benefit arrangement, the liability for the current fair value of expected future costs associated with a management-approved restructuring plan is recognized in the period in which the plan is communicated to the employees and the plan is not expected to change significantly. For ongoing benefit arrangements, inclusive of statutory requirements, employee termination costs are accrued when the existing situation or set of circumstances indicates that an obligation has been incurred, it is probable the benefits will be paid, and the amount can be reasonably estimated. The restructuring charges that have been incurred but not yet paid are recorded in accrued expenses and other current liabilities in our consolidated balance sheets, as they are expected to be settled within the next twelve months. Other costs associated with restructuring or exit activities may include contract termination costs, relocation costs and impairments of long-lived assets, which are expensed in accordance with ASC 420 and ASC 360, Property, Plant and Equipment.

According to the Restructuring Plan,74 full-time employees and 48 contractors were separated from the Company in September 2023. An additional 71 full-time employees and 8 contractors separated from the Company in October 2023. Both full-time employees and contractors who were impacted by the restructuring were eligible to receive severance benefits.

On October 28, 2023, we communicated to an additional 61 full-time employees about their separation from the Company on January 2, 2024. These employees were sent on paid leave from the communication date through January 2, 2024, and were eligible for one-time employee termination benefits represented by the base salary they earned through the term of the leave.

For the year ended December 31, 2023, we incurred $9.3 million in restructuring costs recorded as severance expenses of $5.3 million, facility closure costs of $2.6 million, and other restructuring costs of $1.4 million. For the year ended December 31, 2024, the impact from the restructuring on our consolidated statements of operations was not material. We do not expect to incur material restructuring costs in subsequent quarters.

The following table presents our current liability as accrued for restructuring charges on our consolidated balance sheets. The table sets forth an analysis of the components of the restructuring charges (releases) and payments made against the accrual for the year ended December 31, 2024 (in thousands):

Facility closure costs (accrual releases) recorded in accordance with ASC 420 related to the closure of a manufacturing, warehousing, R&D facility in Sunnyvale, California, which was consolidated with our manufacturing facility in Fremont, California. As of December 31, 2023, $2.6 million of accrued facility closure costs were included in accrued expenses and other current liabilities in our consolidated balance sheets. There wereno accrued facility closure costs as of December 31, 2024.

Severance expense (accrual releases) recorded in accordance with ASC 420 was a result of the separation of 145 full-time employees and 56 contractors associated with the Restructuring Plan. As of December 31, 2023, $0.5 million of accrued severance-related costs were included in accrued expenses and other current liabilities in our consolidated balance sheets. There wereno accrued severance-related costs as of December 31, 2024.

Other costs are represented by performance bonuses, stock-based compensation expense, and other one-time employee termination benefits. As of December 31, 2024, and 2023, $0.3 million and $0.8 million of accrued other costs were included in accrued expenses and other current liabilities in our consolidated balance sheets, respectively.

The following table summarizes restructuring costs included in the accompanying consolidated statements of operations for the year ended December 31, 2023 (in thousands):

Restructuring costs included in our consolidated statements of operations for the year ended December 31, 2024, were immaterial.

13. Commitments and Contingencies

Commitments

Purchase Commitments with Suppliers and Contract Manufacturers —In order to reduce manufacturing lead-times for an adequate supply of inventories, we have agreements with our component suppliers and contract manufacturers to allow long lead-time component inventory procurement based on a rolling production forecast. We are contractually obligated to purchase long lead-time component inventory procured by certain manufacturers in accordance with our forecasts. We can generally give notice of order cancellation at least 90 days prior to the delivery date. However, we occasionally issue purchase orders to our component suppliers and third-party manufacturers that may not be cancellable. As of December 31, 2024, and 2023, we hadno 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.

Performance Guarantees —We guarantee the performance of the Energy Server systems at certain levels of output and efficiency to our customers over the contractual term. We monitor the need for any accruals arising from such guaranties, which are calculated as the difference between committed and actual power output or between natural gas consumption at warranted efficiency levels and actual consumption, multiplied by the contractual rates with the customer. Amounts payable under these guaranties are accrued in periods when the guaranties are not met and are recorded as service revenue in the consolidated statements of operations. We paid $21.2 million, $25.9 million and $12.1 million for the years ended December 31, 2024, 2023 and 2022, respectively, for such performance guarantees.

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, and 2023, the balance of this cash-collateralized letter of credit was $9.5 million and $40.4 million, respectively.

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 released in the first quarter of fiscal year 2025.

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 consolidated balance sheets. In September 2023, we canceled certain existing cash-collateralized letters of credit with an approximate value of $60.4 million issued to our customers in the Republic of Korea under long-term service agreements and replaced them with surety bonds on a non-collateralized basis. As of December 31, 2024, and 2023, 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 $131.2 million and $32.6 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 aseven-year period to secure 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 December 31, 2024, and 2023, the balance of the restricted cash fund was $7.4 million and $7.6 million, respectively.

Contingencies

Indemnification Agreements —We enter into standard indemnification agreements with our customers and certain other business partners in the ordinary course of business. Our exposure under these agreements is unknown because it involves future claims that may be made against us but have not yet been made. To date, we have not paid any claims or been required to defend any action related to our indemnification obligations. However, we may record charges in the future as a result of these indemnification obligations.

Investment Tax Credits — Until the end of fiscal year 2024, our Energy Server systems running on a non-zero carbon fuel were eligible for federal ITCs that accrued to qualified property under Internal Revenue Code Section 48 when placed into service. However, the ITC program has operational criteria that extends for five years. If the energy property is disposed of or otherwise ceases to be qualified investment credit property before the close of the five-year recapture period is fulfilled, it could result in a partial reduction of the incentives.

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 March 2019, the Lincolnshire Police Pension Fund filed a class action complaint in the Superior Court of the State of California, County of Santa Clara, against us, certain members of our senior management, certain of our directors and the underwriters in our July 25, 2018 IPO alleging violations under Sections 11 and 15 of the Securities Act for alleged misleading statements or omissions in our Registration Statement on Form S-1 filed with the SEC in connection with the IPO. Two related class action cases were subsequently filed in the Santa Clara County Superior Court against the same defendants containing the same allegations.

On January 6, 2023, Bloom and the plaintiffs’ entered into an agreement in principle to settle the claims against Bloom, its executives and directors, and the IPO underwriters for a payment of $3.0 million, which was funded entirely by our insurers. On May 9, 2024, in light of the stipulated settlement, the court issued an order dismissing the lawsuit with prejudice.

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). We filed our 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 the district court action pending an arbitrability determination by the arbitrator for each claim.

On February 23, 2023, we filed an amended complaint adding additional causes of action and filed objections to the Magistrate’s report and recommendation. On 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 with a potential evidentiary hearing to be scheduled in 2025. We are unable to predict the ultimate outcome of the arbitration at this time.

14. 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 onlyone reportable segment. We do not distinguish between markets or segments for the purpose of internal reporting.

Significant segment expenses that are provided to CODM on a regular basis and are included within reported measure of segment profit or loss are:

•cost of product revenue,

•cost of installation revenue,

•cost of service revenue,

•cost of electricity revenue,

•research and development expenses,

•sales and marketing expenses, and;

•general and administrative expenses.

Other segment items are represented by interest income, interest expense, other (expenses) income, net, loss (gain) on extinguishment of debt, (loss) gain on revaluation of embedded derivatives, and income tax provision.

Please refer to the consolidated statements of operations for the years ended December 31, 2024, 2023 and 2022, for significant segment expenses and other segment items.

The Company’s primary measure of segment profitability is non-GAAP gross profit margin. Non-GAAP gross profit margin is defined by the Company as non-GAAP gross profit divided by total revenue. Non-GAAP gross profit is the difference between total revenue and non-GAAP total cost of revenue, which represents the total cost of revenue adjusted by items that do not contribute directly to management’s evaluation of its operating results. These items include stock-based compensation, impairment charges, restructuring accruals (releases), and other adjustments. This presentation is consistent with how the Company’s CODM evaluates the results of operations and makes strategic decisions about the business. For these reasons, the Company believes that non-GAAP gross profit margin represents the most relevant measure of segment profit and loss.

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

15. Income Taxes

The components of loss before the provision for income taxes are as follows (in thousands):

The provision for income taxes consists of the following (in thousands):

A reconciliation of the U.S. federal statutory income tax rate to our effective tax rate is as follows (in thousands):

For the year ended December 31, 2024, the Company recognized a provision for income taxes of $0.8 million on a pre-tax loss of $26.4 million, for an effective tax rate of (3.2)%. For the year ended December 31, 2023, we recognized a provision for income taxes of $1.9 million on a pre-tax loss of $306.0 million, for an effective tax rate of (0.6)%. For the year ended December 31, 2022, we recognized a provision for income taxes of $1.1 million on a pre-tax loss of $314.0 million, for an effective tax rate of (0.3)%. The effective tax rate for 2024, 2023 and 2022, is lower than the statutory federal tax rate primarily due to a full valuation allowance against U.S. deferred tax assets.

Significant components of our deferred tax assets and liabilities consist of the following (in thousands):

Income taxes are recorded using the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income (or loss) in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date.

A valuation allowance is provided for the amount of deferred tax assets that, based on available evidence, is not more-likely-than-not to be realized. Management believes that, based on available evidence, both positive and negative, it is not more likely than not that the net U.S. deferred tax assets will be utilized. As a result, a full valuation allowance has been recorded.

The valuation allowance for deferred tax assets was $816.3 million and $831.6 million as of December 31, 2024, and 2023, respectively. The net change in the total valuation allowance for the years ended December 31, 2024, and 2023, was a decrease of $15.3 million and an increase of $73.4 million, respectively.

At December 31, 2024, we had federal and California net operating loss carryforwards of $2.2 billion and $1.5 billion, respectively, to reduce future taxable income. The expiration of federal and California net operating loss carryforwards is summarized as follows (in billions):

At December 31, 2024, we also had other state net operating loss carryforwards of $403.9 million, that begin to expire in fiscal year 2025, and Japanese net operating loss carryforwards of $7.9 million, that will begin to expire in fiscal 2025. Korea had operating loss of $0.5 million, that will begin to expire in fiscal year 2039. In addition, at December 31, 2024, we had approximately $43.4 million of federal research credit, $6.6 million of federal investment tax credit, and $20.6 million of state research credit carryforwards.

The expiration of the federal and California credit carryforwards is summarized as follows (in millions):

We have not reflected deferred tax assets for the federal and state research credit carryforwards as the entire amount of the carryforwards represents unrecognized tax benefits.

Internal Revenue Code Section 382 (“Section 382”) limits the use of net operating loss and tax credit carryforwards in certain situations in which changes occur in our capital stock ownership. Any annual limitation may result in the expiration of net operating losses and credits before utilization. If we should have an ownership change, as defined by the tax law, utilization of the net operating loss and credit carryforwards could be significantly reduced. Based on our analysis, Section 382 limitations will not have a material impact on our net operating loss and credit carryforwards related to any ownership changes.

During the year ended December 31, 2024, the amount of uncertain tax positions an increase by $5.8 million. We have not recorded any uncertain tax liabilities associated with our tax positions.

A reconciliation of the beginning and ending amounts of unrecognized tax benefits were as follows (in thousands):

If fully recognized in the future, there would be no impact to the effective tax rate, and $59.6 million would result in adjustments to the valuation allowance. We do not have any tax positions that are expected to significantly increase or decrease within the next 12 months.

Interest and penalties, to the extent there are any, would be included in income tax expense. There wereno material interest or penalties accrued during or for the years ended December 31, 2024, and 2023.

The Company is subject to taxation in the U.S. and various state and foreign jurisdictions. All of the Company’s tax years will remain open for examination by federal and state authorities for three and four years, respectively, from the date of utilization of any net operating losses and tax credits. There are currently no pending income tax examinations in the United States. The Company currently has an Indian income tax examination in progress. Although the timing of the resolution of an income tax examination is highly uncertain, we believe the final determination will not have a material impact to our financial position.

The Tax Cuts and Jobs Act of 2017 (“Tax Act”) includes a provision referred to as Global Intangible Low-Taxed Income (“GILTI”) which generally imposes a tax on foreign income in excess of a deemed return on tangible assets. Guidance issued by the Financial Accounting Standards Board in January 2018 allows companies to make an accounting policy election to either

(i) account for GILTI as a component of tax expense in the period in which the tax is incurred (“period cost method”), or (ii) account for GILTI in the measurement of deferred taxes (“deferred method”). We elected to account for the tax effects of this provision using the period cost method.

On August 16, 2022, the U.S. government enacted the IRA. The IRA establishes a new corporate alternative minimum tax based on financial statement income adjusted for certain items. The new minimum tax is effective for tax years beginning after December 31, 2022. The enactment of the IRA did not have a material impact on our tax expense for the years ended December 31, 2024, and 2023.

The accumulated undistributed foreign earnings of the Company as of December 31, 2024, have been subject to either the deemed one-time mandatory repatriation under the Tax Act or the current year income inclusion under GILTI regime for U.S. tax purposes. If we were to make actual distributions of some or all of these earnings, including earnings accumulated after December 31, 2017, we would generally incur no additional U.S. income tax but could incur U.S. state income tax and foreign withholding taxes. We have not accrued for these potential U.S. state income tax and foreign withholding taxes because we intend to indefinitely reinvest our foreign earnings in our international operations. However, any additional income tax associated with the distribution of these earnings would be immaterial.

16. Net Loss per Share Available to Common Stockholders

Net loss per share (basic) available to common stockholders is calculated by dividing net loss available to common stockholders by the weighted-average shares of common stock outstanding for the period. Net loss per share is the same for each class of common stock as they are entitled to the same liquidation and dividend rights. As a result, net loss per share (basic) and net loss per share (diluted) available to common stockholders are the same for both Class A and Class B common stock and are combined for presentation. On July 27, 2023, each share of our Class B common stock automatically converted intoone share of our Class A common stock.

Net loss per share (diluted) is computed by using (i) the if-converted method when calculating the potentially dilutive effect, if any, of our convertible notes, and our redeemable convertible preferred stock, and (ii) the treasury stock method when calculating the potentially dilutive effect, if any, of our outstanding stock options and awards, and shares issued in conjunction with the Company’s ESPP. Net loss per share (diluted) available to common stockholders is then calculated by dividing the resulting adjusted net loss available to common stockholders by the combined weighted-average number of fully diluted common shares outstanding. There were no adjustments to net loss available to common stockholders (diluted). Equally, there were no adjustments to the weighted average number of outstanding shares of common stock (basic) in arriving at the weighted average number of outstanding shares (diluted), as such adjustments would have been antidilutive.

The following table sets forth the computation of our net loss per share available to common stockholders, basic and diluted (in thousands, except per share amounts):

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 years presented as their inclusion would have been antidilutive (in thousands):

As of December 31, 2022, pursuant to the notice received from SK ecoplant of its intent to exercise its option to purchase additional shares of our Class A common stock, there were an additional 13,491,701 common stock equivalents that were excluded from the table above.

17. SK ecoplant Strategic Investment

In October 2021, we expanded our existing relationship with SK ecoplant. As part of this arrangement, we amended the previous Preferred Distribution Agreement (the “Restated PDA”) and the Joint Venture Agreement (the “JVA”) with SK ecoplant. The Restated PDA establishes SK ecoplant’s purchase commitments for our Energy Server systems for thethree-year period on a take-or-pay basis as well as the basis for determining the prices at which the Energy Server systems and related components will be sold. The restated JVA increases the scope of assembly done by the joint venture facility in the Republic of Korea, which was established in 2019, for the procurement of local parts for our Energy Server systems and the assembly of certain portions of the Energy Server systems for the South Korean market. 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.

In October 2021, we also entered into a new Commercial Cooperation Agreement (the “CCA”) regarding initiatives pertaining to the hydrogen market and general market expansion for our products.

In September 23, 2023, we entered into the Amended and Restated Joint Venture Agreement (the “JVA”) 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 Korean JV of $4.0 million.

Neither the Amended JV Agreements, nor the fact that SK ecoplant is considered to be our related party after the conversion of Series B RCPS into shares of our Class A common stock (for additional information, please see Note 11 —Related Party Transactions) changed our status as the primary beneficiary of the Korean JV. Therefore, we continue to consolidate this VIE in our financial statements as of December 31, 2024.

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, 2024, and 2023 (in thousands):

In September 2023, and December 2023, we entered into the First and the Second Amendments to the Restated PDA, respectively (the “First Amended Restated PDA” and the “Second Amended Restated PDA”, respectively). The First Amended Restated PDA amends the delivery terms. The Second Amended Restated PDA extends the initial term of the Restated PDA to December 31, 2027, and increases SK ecoplant’s purchase commitments for Bloom Energy products.

The Second Amended Restated PDA adds a new minimum purchase commitment of 250 megawatts and extends the timing of delivery of the remaining take-or- pay commitment under the original agreement. For thefour-year period from January 1, 2024, to December 31, 2027, the total purchase commitment under the Second Amended Restated PDA is 500 megawatts, including a re-commitment of 250 megawatts from the Restated PDA and an additional 250 megawatts commitment.

Under the Second Amended Restated PDA SK ecoplant can fulfill its volume commitments with both our Energy Server systems and the Electrolyzer and this enables SK ecoplant to pursue opportunities globally outside of the Republic of Korea. The purchase commitments are expressed on a quarterly and annual basis. Should SK ecoplant fail to meet these purchase commitments, this would constitute an event of default and we would be entitled to damages equivalent to the lost profit.

The Initial Investment

In October 2021, we entered into the SPA pursuant to which we agreed to sell and issue to SK ecoplant 10,000,000 shares of Series A RCPS at a purchase price of $25.50 per share for an aggregate purchase price of $255.0 million. On December 29, 2021, the closing of the sale of the Series A RCPS was completed, and we issued 10,000,000 shares of the Series A RCPS (the “Initial Investment”).

In addition to the Initial Investment, the SPA provided SK ecoplant with an option to acquire a variable number of shares of Class A common stock (the “Option”). According to the SPA, SK ecoplant was entitled to exercise the Option through August 31, 2023, and the transaction must have been completed by November 30, 2023.

The sale of Series A RCPS was recorded at its fair value of $218.0 million on the date of issuance. Accordingly, we allocated the excess of the cash proceeds received of $255.0 million plus the change in fair value of the Series A RCPS between October 23, 2021, and December 29, 2021, of $9.7 million, over the fair value of the Series A RCPS on December 29, 2021, and the fair value of the Option on October 23, 2021, to the PDA. This excess amounted to $37.0 million and was recorded in deferred revenue and customer deposits. Accordingly, during the year ended December 31, 2022, we recognized product revenue of $9.6 million in connection with this arrangement. No product revenue was recognized during the first quarter of fiscal year 2023 in connection with this arrangement. As of March 31, 2023, the unrecognized amount of deferred revenue and customer deposits of $24.6 million was reduced tozero as a result of the Second Tranche Closing (see details below in section “The Second Tranche Closing”).

Restated PDA, JVA, CCA and the SPA entered into with SK ecoplant concurrently were evaluated as a combined contract in accordance with ASC 606 and, to the extent applicable for separated components, under the guidance of Topic 815 Derivatives and Hedging and applicable subsections and ASC 480, Distinguishing Liabilities from Equity.

We concluded that the Option was a freestanding financial instrument that should have been separately recorded at fair value on the date the SPA was executed. We determined the fair value of the Option on that date to be $9.6 million.

On August 10, 2022, pursuant to the SPA, SK ecoplant notified us of its intent to exercise its option to purchase additional shares of our Class A common stock, pursuant to a Second Tranche Exercise Notice (as defined in the SPA) electing to purchase 13,491,701 shares at a purchase price of $23.05 per share. The Option was fairly valued as of the notice date at $4.2 million and gain on revaluation of $9.0 million was recorded under other income (expense), net in our consolidated statements of operations. Upon the receipt of the notice from SK ecoplant the Option met the criteria of equity award and was classified as a forward contract as part of additional paid-in capital.

On November 8, 2022, each share of the Series A RCPS was converted into 10,000,000 shares of Class A common stock.

On December 6, 2022, SK and Bloom mutually agreed to delay the Second Tranche Closing until March 31, 2023. The mutual agreement to modify the closing date did not change the accounting or valuation of the equity-classified forward recorded.

The Second Tranche Closing

On March 20, 2023, SK ecoplant entered into the Amended SPA with us, pursuant to which on March 23, 2023, we issued and sold to SK ecoplant 13,491,701 shares of non-voting Series B RCPS, par value $0.0001 per share, at a purchase price of $23.05 per share for cash proceeds of $311.0 million, excluding issuance cost of $0.5 million.

The Amended SPA triggered the modification of the equity-classified forward contract on Class A common stock, which resulted in the derecognition of the pre-modified fair value of the forward contract given to SK ecoplant of $76.2 million. We valued the forward contract as the difference between our Class A common stock trading price adjusted by a discount for lack of marketability (“DLOM”) as of the date of Amended SPA (the “Valuation Date”) and the present value of the strike price, with further reduction associated with the expected outcome of the Second Tranche Closing. The derecognition of the pre-modified fair value was recorded in additional paid-in capital in our consolidated balance sheets as of December 31, 2024, and 2023.

The Series B RCPS was accounted for as a stock award with liability and equity components. The liability component of the Series B RCPS was recognized at the redemption value of $311.0 million, less issuance costs of $0.5 million, and was recorded in current liabilities in our consolidated balance sheets as of March 31, 2023. The equity component of the Series B RCPS (the “Conversion Option”) was valued as a European-type call option under the guidance of ASC 718 by applying the Black-Scholes valuation model using inputs of the strike price, maturity, risk-free rate, and volatility. In addition, DLOM was applied to the Class A common stock price. The Conversion Option was recognized at its fair value of $16.1 million on March 20, 2023, and recorded in additional paid-in capital in our consolidated balance sheets as of December 31, 2024, and 2023.

On March 20, 2023, in connection with the Amended SPA we also entered into the Loan Agreement, pursuant to which we had the option to draw on a loan from SK ecoplant with a maximum principal amount of $311.0 million, a maturity offive years and an interest rate of 4.6%, should SK ecoplant have sent a redemption notice to us under the Amended SPA (i.e., loan commitment asset). We concluded that the loan commitment was a freestanding financial instrument as of the Valuation Date, as such its fair value was based on the difference between the present value of cash flows associated with a loan with a market-participant based interest rate (i.e., the rate for which the value of the hypothetical loan agreement equals the face value of the

Loan Agreement) and the cash flows associated with the loan committed to by SK ecoplant, and applied a redemption probability to the difference. The Series B RCPS redemption probability was obtained from a lattice model used to value the Series B preferred stock. As of September 30, 2023, the loan commitment asset from SK ecoplant was derecognized as a result of automatic conversion of all shares of the Series B RCPS into shares of our Class A common stock.

The Amended SPA and the Loan Agreement provided us with cash proceeds of $311.0 million and a loan commitment asset of $52.8 million from SK ecoplant for total consideration of $363.8 million. In return, SK ecoplant received consideration of $403.3 million, consisting of the release from the obligation to close on the original transaction fair valued at $76.2 million, the obligation from us to issue the Series B RCPS at redemption value of $311.0 million, and the option to convert the Series B RCPS to Class A common stock, which had an estimated fair value of $16.1 million. The excess consideration provided by us amounted to $39.5 million, which resulted in a reduction of our deferred revenue and customer deposits by $24.6 million related to the Initial Investment, as of March 31, 2023. The net excess consideration of $14.9 million was recognized as $8.2 million in prepaid expenses and other current assets and $6.7 million was classified as other long-term assets in our consolidated balance sheets as of March 31, 2023. The deferred expense is recognized as contra-revenue based on the remaining purchase commitments under the Second Amended Restated PDA. During the years ended December 31, 2024, and 2023, the deferred expense recognized as contra-revenue was $4.9 million and $3.5 million, respectively. As a result, as of December 31, 2024, and 2023, we recognized the net excess consideration of $10.0 million and $11.4 million, of which $1.2 million and $2.3 million were classified as prepaid expenses and other current assets and $8.8 million and $9.1 million was classified as other long-term assets, in our consolidated balance sheets, respectively.

On September 23, 2023, all 13,491,701 shares of the Series B RCPS were automatically converted into shares of our Class A common stock pursuant to the Certificate of Designation, dated as of March 20, 2023, setting forth the rights, preferences, privileges, and restrictions of the Series B RCPS, as amended by the Certificate of Amendment to the Certificate of Designation, dated as of April 18, 2023. As a result of the conversion: (i) the liability component of the Series B RCPS $310.5 million was reclassified to additional paid-in capital, less par value of the issued 13,491,701 shares of our Class A common stock, and (ii) the loan commitment asset was recorded at its fair value of $52.8 million, of which $5.3 million was classified as current and $47.5 million was classified as non-current in our consolidated balance sheets, and was expensed immediately and recognized in interest expense in our consolidated statements of operations for the year ended December 31, 2023.

Upon conversion of all Series B RCPS into shares of our Class A common stock, SK ecoplant is considered to be a related party. For additional information, please see Note 11 —Related Party Transactions.

18. Subsequent Events

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