Bloom Energy Corp

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934 (Amendment No. )

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Bloom Energy Corp.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

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Bloom Energy Server

Meets AI Data Center Needs

Letter to Our Stockholders from Our Chairman and CEO

Dear Stockholder,

It is with great pleasure that I invite you to our 2025 Annual Meeting of Stockholders. I am delighted to report that 2024 was an outstanding year for Bloom Energy, one that marked a pivotal moment in the Company’s journey.

This past year, we achieved record results, solidifying our position in the market:

•We achieved record revenue of $1.47 billion for the year and record profits for both the 4 th quarter and full year

•We delivered positive operating income for the year

•We generated positive cash flow from operations of $92 million

•Our service business was profitable every quarter

•We continued our tradition of double-digit product cost reductions

Our success in these areas is a testament to the increased adoption of our technology with Bloom being recognized as the solution of choice for businesses seeking to take control of their power and utilities looking to satisfy growing customer needs.

The Transformation of the Power Industry

In the past year, Bloom capitalized on converging trends in an industry that is undergoing a profound transformation: the explosive growth of AI and data centers, the electrification of everything, and increased automation have created demand for power at a scale we’ve never seen before. According to the North American Electric Reliability Corporation (“NERC”), aggregated peak power demand is expected to grow, with summer peak demand expected to rise by 15% and winter peak demand by almost 18% over the next 10 years.

Power utilities, once operating with a declining mindset, are facing a surge in demand, while time to power has gained significant importance. Aging infrastructure and transmission bottlenecks make it difficult for utilities to integrate additional sources of energy, so they are looking for scalable and reliable power solutions that are available now.

We built Bloom Energy exactly for this moment. It has been our belief from the outset that humanity needs more power, not less, and that reliable distributed power is an essential supplement to the centralized grid. Our core technology, the solid oxide fuel cell platform, has proven to be an ideal solution for converting molecular fuel to on-site power. With the ability to run on natural gas, biogas or a combination of fuels, our Energy Servers provide reliable power. Our islanded microgrid solutions allow data centers and other customers to bypass long interconnection queues. This flexibility is crucial in areas with constrained grids, where our systems can be deployed rapidly, providing reliable and efficient power in months versus years.

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Meeting Critical Power Need Across AI Data Centers and C&I Sectors

The growing demand for power, accelerated by advancements in AI, and in the commercial and industrial (“C&I”) sectors, presents a unique opportunity for Bloom. Our technology is well-positioned to address the urgent needs of these industries.

Time to Power

For many customers, the time to power has become their number one purchasing criterion. They need reliable power, and they need it now. Our ability to provide reliable power within months of an order gives us a significant competitive advantage.

Reliability and Resilience

Our Energy Servers offer inherent reliability and resilience in a microgrid setting. Their modular and fault-tolerant design includes multiple independent power generation modules that can provide uninterrupted services for the most demanding critical infrastructure. This proven reliability and enhanced resilience to withstand weather events, cybersecurity threats, and other grid outages are increasingly valuable as current power infrastructures face mounting challenges.

A Future-Proof Platform

Our flexible platform can run on natural gas, biogas, hydrogen or a combination of fuels. The non-combustion process of our Energy Servers significantly reduces carbon dioxide and air pollution compared to traditional power generation. Our investments and innovation in heat capture and carbon capture technologies further enhance the value proposition of our core offering by providing multiple decarbonization options for customers, and our heat capture technology improves the overall efficiency of our Energy Server system.

Market Expansion and Diversification

Our commercial team delivered exceptional results in 2024, both domestically and internationally. AI is reshaping the global economy, creating an insatiable demand for power. AI is only as powerful as the energy that fuels it.

This past year we refined our Be Flexible load following capability for grid independent microgrids, which is designed to directly support data center projects. We started to successfully deploy these islanded solutions, expanding our partnership with Quanta, to create our largest islanded load-following industrial installation.

We will continue to evolve our commercial and technology offerings to ensure our capability to support growth of critical digital infrastructure as well as our core C&I customer base. Our C&I market segments continue to strengthen, and in 2024 we secured orders from multiple industries, including telecom companies, retail, manufacturing, education, and healthcare. We’re proud to see many repeat customers, a testament to our products and services and the trust our customers place in us.

Internationally, South Korea remains an important market for us. We continue to win orders through annual auctions and outside development with our partners SK ecoplant and SK Eternix. Our commercial team is also seeing traction in other parts of Asia and in Europe.

Innovation and Service Excellence

Innovation and service excellence remain vital to our success. In 2024, we strengthened our market position by improving the life and reliability of our fuel cells, reducing the cost of replacement units, and using AI and machine learning to optimize field performance. Our service business was profitable every quarter and our cost discipline, as evidenced in continued double-digit cost reductions, positions us well for the future.

Building for the Future

We are excited about the opportunities that lie ahead. The demand for electricity has never been greater and Bloom is well-positioned to meet this demand with unique and flexible solutions.

On behalf of the entire Bloom Energy Board of Directors, I want to thank you for your continued support.

Most respectfully yours,

KR Sridhar

Founder, Chairman and Chief Executive Officer

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Letter to Our Stockholders from Our Lead Independent Director

Dear Stockholder,

On behalf of the Board of Directors, I am pleased to invite you to the 2025 Annual Meeting of Stockholders.

The global energy market continues to experience unprecedented change. While the core themes persist - rapid growth in demand for electricity, undersupply largely due to lack of grid infrastructure, interconnection and permitting delays, and the need for decarbonization - distributed generation or on-site power has emerged as a key solution. Bloom is at the forefront of this evolution from centralized to decentralized power with its reliable and resilient fuel cell power generation solutions.

The Company you see today was founded 24 years ago by Bloom’s CEO and Chairman KR Sridhar with a vision for decentralized power. This vision has been brought to reality by him and a long-serving team of subject matter experts who innovated, developed and built seven generations of its fuel cell platform, new product applications, a robust supply chain, and automated manufacturing centers and who collectively inspired a culture of innovation and drive. This Company was built and is ready for this moment – empowering businesses to take control of their energy needs and enabling utilities to add on-site generation for their customers.

I, together with my fellow Board members, are actively engaged with KR and the senior management team to help the Company remain strategically positioned throughout this energy transition.

In 2024, Bloom’s management team executed on the Company’s strategic plan by completing key technology development and operational scaling activities to meet the demand for quickly deployable, reliable, resilient, scalable power solutions required by AI data centers and large-scale industrial loads. Having spent almost 40 years investing in energy innovation, I believe the developments made to the Company’s fuel cell platform provide the Company with the unique ability to meet the power needs driven by current market dynamics as well as a future zero-carbon environment.

Also during this time, your Board undertook several key activities to support management’s strategic initiatives.

In January, Bloom appointed Aman Joshi as its global Chief Commercial Officer. Throughout the year, Board members regularly engaged with Mr. Joshi to provide

guidance and monitor the sales pipeline, deal dynamics and deal closures. This level of oversight gave Board members greater insight into how the energy markets are evolving, along with our sales cycle, product adoption and customer requirements. These insights better equip the Board to work with the management team on both the Company’s current initiatives and longer-term strategy.

We believe our Board currently reflects the right mix of skills, qualifications and experiences to guide our Company, fulfill our responsibilities as stewards of your interests as stakeholders and respond to changing circumstances as we navigate the energy transition and scale for the future. In 2024, as a result of our ongoing review of Board composition and our Board refreshment process, we welcomed two highly qualified directors to the Board: Gary Pinkus and Barbara Burger. Gary spent his professional career at McKinsey & Company, including leading the firm’s North American practice and serving as a member on its board and finance, audit and risk committees. Gary brings valuable strategic planning and risk management leadership experience to the Board. Barbara is an energy industry veteran, with a scientific background, having spent almost 35 years leading Chevron’s efforts in technology innovation and new ventures. Her experience spanning both traditional and renewable energy, including the natural gas ecosystem, will be instrumental as we navigate the energy transition. Gary and Barbara bring valuable skills and perspectives to the Board as we enter new territories, introduce new product solutions and continue to evolve our go-to-market strategies and models. I encourage you to review Proposal 1 beginning on page 20 for our Director profiles.

One of the most important decisions the Independent Directors made in 2024 was to secure the continued services of KR Sridhar, the Company’s Founder, Chairman, and CEO, through a new equity package that is described in the Compensation Discussion and Analysis section of this Proxy Statement. KR is responsible for much of the Company’s technical progress and evolution, putting us in a position to secure large AI data center wins and partner with utilities to expand our footprint. His recent achievements includethe development of new

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applications for the Company’s core solid oxide fuel cell platform, which are particularly well-suited for the AI data center market, manufacturing automation and scale, margin expansion and a strengthened balance sheet. Retaining KR and making sure he is properly incentivized to capitalize on the Company’s opportunity in the AI data center market and distributed power trend was a key priority for the Board.

We believe KR’s new equity package accomplishes these goals at a reasonable cost to stockholders and is aligned with building long-term stockholder value. KR’s equity package is primarily tied to the Company’s achievement of certain financial and strategic metrics over a three-year period designed to deliver enterprise value. Once you have had a chance to review the terms of KR’s equity package, we believe you will conclude, similar to the Board, that this was an important investment to make at a critical point in the Company’s growth trajectory. If you agree, I ask you to support this year’s say-on-pay proposal.

As we have in each of the past few years, in 2024 we continued our outreach program with our stockholders, listening to your feedback on our business, governance, compensation, sustainability, and many other topics. We appreciate having this direct dialogue and value your input. We look forward to continuing these discussions in 2025.

On behalf of my fellow Directors, we extend our appreciation and gratitude for your continued investment in Bloom Energy. We’re excited to see the Company’s impact on the energy transition in 2025 and beyond.

Sincerely,Jeffrey ImmeltLead Independent DirectorApril 2, 2025

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Notice of Annual Stockholder Meeting

Meeting Agenda

Stockholders will also transact any other business that may be properly brought before the 2025 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 athttps://equiniti.com/us/ast-access/individuals or by phone at 1-800-937-5449.

Mailing Date. On or about April 2, 2025, 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 14, 2025. The Notice, Proxy Statement, and 2024 Annual Report on Form 10-K are available at www.proxyvote.com.

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Certain statements in this Proxy Statement of Bloom Energy Corporation (also referred to as “Bloom,” “Bloom Energy,” “we,” “our,” “us,” or “Company”), 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, 2024, filed with the U.S. Securities and Exchange Commission (“SEC”) on February 27, 2025 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 to us, our investors or other stakeholders, or required to be reported in our filings for SEC or other mandatory reporting purposes. 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.

Bloom Energy®, BE®, Be Flexible TM and Energy Server® are trademarks owned by or licensed to Bloom. All other trademarks and trade names referenced in this Proxy Statement are the property of their respective owners.

Please note that any Internet addresses provided in this Proxy Statement are for informational purposes only and are not intended to be hyperlinks. Accordingly, no information found and/or provided at such Internet addresses is intended or deemed to be incorporated by reference herein.

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