Bloom Energy Corp

Condensed Consolidated Balance Sheets

(in thousands, except share data)

1 We have variable interest entity related to a joint venture in the Republic of Korea (see Note 15 —SK ecoplant Strategic Investment), which represents a portion of the consolidated balances recorded within these financial statement line items.

2 Including amounts from related parties of $100.3 million and $93.5 million as of March 31, 2025, and December 31, 2024, respectively.

3 Including amounts from related parties of $0.7 million and $0.8 million as of March 31, 2025, and December 31, 2024, respectively.

4 Including amounts from related parties of $1.5 million and $1.2 million as of March 31, 2025, and December 31, 2024, respectively.

5 Including amounts from related parties of $1.3 million and $1.4 million as of March 31, 2025, and December 31, 2024, respectively.

6 Including amounts from related parties of $8.4 million and $8.8 million as of March 31, 2025, and December 31, 2024, respectively.

7 Including amounts from related parties of $1.2 million and $1.2 million as of March 31, 2025, and December 31, 2024, respectively.

8 Including amounts from related parties of $5.7 million and $4.0 million as of March 31, 2025, and December 31, 2024, respectively.

9 Including amounts from related parties of $6.6 million and $8.9 million as of March 31, 2025, and December 31, 2024, respectively.

10 Including amounts from related parties of $0.5 million and $0.4 million as of March 31, 2025, and December 31, 2024, respectively.

11 Including amounts from related parties of $1.9 million and $3.3 million as of March 31, 2025, and December 31, 2024, respectively.

12 Including amounts from related parties of $0.9 million and $1.0 million as of March 31, 2025, and December 31, 2024, respectively.

13 Including amounts from related parties of $4.1 million and $4.1 million as of March 31, 2025, and December 31, 2024, respectively.

Condensed Consolidated Statements of Operations

(in thousands, except per share data)

1 Including related party revenue of $2.8 million and $122.2 million for the three months ended March 31, 2025, and 2024, respectively.

2 Including related party cost of revenue of $0.02 million for the three months ended March 31, 2024. There wasno related party cost of revenue for the three months ended March 31, 2025.

3 Including related party general and administrative expenses of $0.2 million and $0.2 million for the three months ended March 31, 2025, and 2024, respectively.

4 Including related party interest expense of $0.1 million and $0.1 million for the three months ended March 31, 2025, and 2024, respectively.

Condensed Consolidated Statements of Comprehensive Loss

(in thousands)

Condensed Consolidated Statements of Changes in Stockholders’ Equity

(in thousands, except share data)

Condensed Consolidated Statements of Cash Flows

(in thousands)

1 Including changes in related party balances of $6.8 million and $30.3 million for the three months ended March 31, 2025, and 2024, respectively.

2 Including changes in related party balances of $0.1 million and $3.3 million for the three months ended March 31, 2025, and 2024, respectively.

3 Including changes in related party balances of $0.9 million for the three months ended March 31, 2024. There wereno related party balances as of March 31, 2025, or December 31, 2024.

4 Including changes in related party balances of $0.3 million and $0.1 million for the three months ended March 31, 2025, and 2024, respectively.

5 Including changes in related party balances of $0.4 million and $0.8 million for the three months ended March 31, 2025, and 2024, respectively.

6 Including changes in related party balances of $0.1 million for the three months ended March 31, 2024. There wereno related party balances as of March 31, 2025, or December 31, 2024.

7 Including changes in related party balances of $1.7 million and $2.7 million for the three months ended March 31, 2025, and 2024, respectively.

8 Including changes in related party balances of $3.6 million and $0.8 million for the three months ended March 31, 2025, and 2024, respectively.

Notes to Unaudited Condensed Consolidated Financial Statements

The unaudited condensed consolidated financial statements reflect all normal and recurring adjustments that are, in the opinion of management, necessary for a fair presentation of the results for the interim periods presented.

The unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements, including the notes thereto, included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2024.

Website references throughout this document are provided for convenience only, and the content on the referenced websites is not incorporated by reference into this report.

1. Nature of Business, Liquidity and Basis of Presentation

Nature of Business

For information on the nature of our business, see Part II, Item 8, Note 1 —Nature of Business, section Liquidity and Basis of Presentation, sub-section Nature of Business in our Annual Report on Form 10-K for the fiscal year ended December 31, 2024.

Liquidity

We have generally incurred operating losses and negative cash flows from operations since our inception. With the series of new debt offerings, debt extinguishments, and conversions to equity that we completed since 2021, we had $1,126.7 million and $4.1 million of total outstanding recourse and non-recourse debt, respectively, as of March 31, 2025, $114.6 million and $1,016.2 million of which was classified as short-term debt and long-term debt, respectively. As of December 31, 2024, we had $1,124.7 million and $4.1 million of total outstanding recourse and non-recourse debt, respectively, $114.4 million and $1,014.4 million of which was classified as short-term debt and long-term debt, respectively.

Our future capital requirements depend on many factors, including our rate of revenue growth, the timing and extent of spending on research and development efforts and other business initiatives, the rate of growth in the volume of system builds and the need for additional working capital, the expansion of sales and marketing activities both in domestic and international markets, market acceptance of our products, our ability to secure financing for customer use of our products, the timing of installations and of inventory build in anticipation of future sales and installations, and overall economic conditions. In order to support and achieve our future growth plans, we may need or seek advantageously to obtain additional funding through equity or debt financing. Failure to obtain this financing on favorable terms or at all in future quarters may affect our financial position and results of operations, including our revenues and cash flows.

In the opinion of management, the combination of our cash and cash equivalents and cash flow to be generated by our operations is expected to be sufficient to meet our anticipated cash flow needs for at least the next 12 months from the date of the issuance of this Quarterly Report on Form 10-Q.

Inflation Reduction Act of 2022

For information on the Inflation Reduction Act of 2022 (the “IRA”) signed into law on August 16, 2022, and its impact on our business, see Part II, Item 8, Note 1 —Nature of Business, Liquidity and Basis of Presentation, section Inflation Reduction Act of 2022 in our Annual Report on Form 10-K for the fiscal year ended December 31, 2024.

Basis of Presentation

We have prepared the condensed consolidated financial statements included herein pursuant to the rules and regulations of the U. S. Securities and Exchange Commission (“SEC”), and as permitted by those rules, including all disclosures required by generally accepted accounting principles as applied in the U.S. (“U.S. GAAP”). Certain prior period amounts have been reclassified to conform to the current period presentation.

Principles of Consolidation

For information on the principles of consolidation, see Part II, Item 8, Note 1 —Nature of Business, Liquidity and Basis of Presentation, section Principles of Consolidation in our Annual Report on Form 10-K for the fiscal year ended December 31, 2024.

Use of Estimates

For information on the use of accounting estimates, see Part II, Item 8, Note 1 — Nature of Business, Liquidity and Basis of Presentation, section Use of Estimates in our Annual Report on Form 10-K for the fiscal year ended December 31, 2024.

Concentration of Risk

Geographic Risk— The majority of our revenue for the three months ended March 31, 2025, is attributable to operations in the U.S., and for the three months ended March 31, 2024 — to operations with customers in the Republic of Korea, Japan, India, and Taiwan (collectively referred to as the “Asia Pacific region”). The majority of our long-lived assets are attributable to operations in the U.S. for all periods presented. For the three months ended March 31, 2025, and 2024, total revenue in the U.S. was 56% and 40%, respectively, of our total revenue.

Credit Risk— At March 31, 2025, three customers, the second of which is our related party (see Note 10 —Related Party Transactions), accounted for approximately 32%,27%, and 14% of accounts receivable. At December 31, 2024, three customers, the first of which is our related party (see Note 10 —Related Party Transactions), accounted for approximately 28%,28%, and 20% of accounts receivable. To date, we have not experienced any material credit losses from these customers.

Customer Risk — During the three months ended March 31, 2025, revenue from two customers, accounted for approximately 37% and 29% of our total revenue. During the three months ended March 31, 2024, two customers, the first of which is our related party (see Note 10 —Related Party Transactions), represented approximately 52% and 15% of our total revenue.

2. Summary of Significant Accounting Policies

Refer to the accounting policies described in Part II, Item 8, Note 2 —Summary of Significant Accounting Policiesin our Annual Report on Form 10-K for the fiscal year ended December 31, 2024.

Accounting Guidance Not Yet Adopted

Refer to the accounting guidance not yet adopted described in Part II, Item 8, Note 2 —Summary of Significant Accounting Policies, section Accounting Guidance Not Yet Adopted in our Annual Report on Form 10-K for the fiscal year ended December 31, 2024. Based on the Company’s continued evaluation, we do not expect a material impact from new accounting guidance not yet adopted to our condensed consolidated financial statements.

Recent Accounting Pronouncements

There have been no significant changes in our reported financial position or results of operations and cash flows resulting from the adoption of new accounting pronouncements.

3. Revenue Recognition

Contract Balances

The following table provides information about accounts receivables, contract assets, customer deposits and deferred revenue from contracts with customers (in thousands):

For additional information on contract assets and liabilities, see Part II, Item 8, Note 3 — Revenue Recognition, section Contract Balances in our Annual Report on Form 10-K for the fiscal year ended December 31, 2024.

The decrease in customer deposits of $63.5 million for the three months ended March 31, 2025, was primarily driven by certain deposits becoming non-refundable, partially offset by receipt of new deposits.

Contract Assets

Deferred Revenue

Deferred revenue activity during the three months ended March 31, 2025, and 2024, consisted of the following (in thousands):

For additional information on deferred revenue, see Part II, Item 8, Note 3 — Revenue Recognition, section Deferred Revenue in our Annual Report on Form 10-K for the fiscal year ended December 31, 2024.

We do not disclose the value of the unsatisfied performance obligations for (i) contracts with an original expected length of one year or less and (ii) contracts for which we recognize revenue at the amount to which we have the right to invoice for services performed.

Disaggregated Revenue

We disaggregate revenue from contracts with customers into four revenue categories: product, installation, service and electricity (in thousands):

4. Financial Instruments

Cash, Cash Equivalents, and Restricted Cash

The carrying values of cash, cash equivalents, and restricted cash approximate fair values and were as follows (in thousands):

Restricted cash consisted of the following (in thousands):

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 recorded in restricted cash, current on our consolidated balance sheets as of December 31, 2024, and was released in the three months ended March 31, 2025.

Factoring Arrangements

We sell certain customer trade receivables on a non-recourse basis under factoring arrangements with certain financial institutions. These transactions are accounted for as sales and cash proceeds are included in cash used in operating activities.

We derecognized $80.7 million of accounts receivable during the three months ended March 31, 2024. The cost of factoring such accounts receivable on our condensed consolidated statements of operations for the three months ended March 31, 2024, was $1.9 million. The cost of factoring is recorded in general and administrative expenses. There wereno factoring arrangements during the three months ended March 31, 2025.

5. Fair Value

Our accounting policy for the fair value measurement of cash equivalents and embedded Escalation Protection Plan (“EPP”) derivatives is described in Part II, Item 8 Note 2 — Summary of Significant Accounting Policies in our Annual Report on Form 10-K for the fiscal year ended December 31, 2024.

Financial Assets and Liabilities Measured at Fair Value on a Recurring Basis

The tables below set forth, by level, our financial assets and liabilities that are accounted for at fair value for the respective periods. The table does not include assets and liabilities that are measured at historical cost or any basis other than fair value (in thousands):

The changes in the Level 3 financial liabilities during the three months ended March 31, 2025, were as follows (in thousands):

For additional information on money market funds and EPP derivatives, see Part II, Item 8, Note 5 — Fair Value, section Financial Assets and Liabilities Measured at Fair Value on a Recurring Basis in our Annual Report on Form 10-K for the fiscal year ended December 31, 2024.

Financial Assets and Liabilities and Other Items Not Measured at Fair Value on a Recurring Basis

Debt Instruments —The term loans and convertible senior notes are based on rates currently offered for instruments with similar maturities and terms (Level 2). The following table presents the estimated fair values and carrying values of debt instruments (in thousands):

6. Balance Sheet Components

Inventories

The components of inventory consisted of the following (in thousands):

The inventory reserves were $16.5 million and $15.9 million as of March 31, 2025, and December 31, 2024, respectively.

Prepaid Expenses and Other Current Assets

Prepaid expenses and other current assets consisted of the following (in thousands):

Property, Plant and Equipment, Net

Property, plant and equipment, net consisted of the following (in thousands):

Depreciation expense related to property, plant and equipment was $12.0 million and $12.5 million for the three months ended March 31, 2025, and 2024, respectively.

Other Long-Term Assets

Other long-term assets consisted of the following (in thousands):

Accrued Warranty and Product Performance Liabilities

Accrued warranty and product performance liabilities consisted of the following (in thousands):

Changes in the product warranty and product performance liabilities were as follows (in thousands):

Accrued Expenses and Other Current Liabilities

Accrued expenses and other current liabilities consisted of the following (in thousands):

Preferred Stock

As of March 31, 2025, and December 31, 2024, we had 20,000,000 shares of preferred stock authorized.13,491,701 of these shares were designated as the Series B redeemable convertible preferred stock, par value $0.0001 per share and were converted to Class A common stock as of September 23, 2023, as a result of the Second Tranche Closing of SK ecoplant Co., Ltd. (“SK ecoplant”, formerly known as SK Engineering & Construction Co., Ltd.), a subsidiary of the SK Group. For additional information, please see Part II, Item 8, Note 17 —SK ecoplant Strategic Investmentin our Annual Form 10-K for the fiscal year ended December 31, 2024.

The preferred stock had $0.0001 par value. There wereno shares of preferred stock issued and outstanding as of March 31, 2025, and December 31, 2024.

7. Outstanding Loans and Security Agreements

The following is a summary of our debt as of March 31, 2025 (in thousands, except percentage data):

The following is a summary of our debt as of December 31, 2024 (in thousands, except percentage data):

Recourse debt refers to debt that we have an obligation to pay. Non-recourse debt refers to debt that is recourse to only our subsidiary, Bloom SK Fuel Cell, LLC, a joint venture in the Republic of Korea with SK ecoplant (the “Korean JV”). The differences between the unpaid principal balances and the net carrying values apply to the deferred financing costs. We and all of our subsidiaries were in compliance with all financial covenants as of March 31, 2025, and December 31, 2024.

Recourse Debt Facilities

3% Green Convertible Senior Notes due June 2029

Please refer to Part II, Item 8, Note 7 —Outstanding Loans and Security Agreements, section Recourse Debt Facilities in our Annual Report on Form 10-K for the fiscal year ended December 31, 2024, for discussion of our 3% Green Convertible Senior Notes due June 2029 (the “3% Green Notes due June 2029”).

The noteholders could not convert their 3% Green Notes due June 2029 during the quarter ended March 31, 2025, as the Closing Price Condition, as defined in the indenture, dated as of May 29, 2024, between us and U.S. Bank Trust Company, National Association, as Trustee, was not met during the three months ended December 31, 2024, as per the indenture, dated as of May 29, 2024.

On both March 31, 2025, and December 31, 2024, the maximum number of shares into which the 3% Green Notes due June 2029 could have been potentially converted if the conversion features were triggered was 25,588,011 shares of Class A common stock.

Total interest expense recognized related to the 3% Green Notes due June 2029 for three months ended March 31, 2025, was $3.7 million, and was comprised of (i) contractual interest expense and (ii) amortization of the initial purchasers’ discount and other issuance costs of $3.0 million and $0.7 million, respectively. We have not recognized any special interest expense related to the 3% Green Notes due June 2029 to date.

The amounts of unamortized debt issuance costs as of March 31, 2025, and December 31, 2024, were $10.6 million and $11.3 million, respectively.

3% Green Convertible Senior Notes due June 2028 and Capped Call Transactions

Please refer to Part II, Item 8, Note 7 —Outstanding Loans and Security Agreements, section Recourse Debt Facilitiesin our Annual Report on Form 10-K for the fiscal year ended December 31, 2024, for discussion of our 3% Green Convertible Senior Notes due June 2028 (the “3% Green Notes due June 2028”) and privately negotiated capped call transactions in connection with the pricing of the 3% Green Notes due 2028.

The noteholders could not convert their 3% Green Notes due June 2028 during the quarter ended March 31, 2025, as the Closing Price Condition, as defined in the indenture, dated as of May 16, 2023, between us and U.S. Bank Trust Company, National Association, as Trustee, was not met during the three months ended December 31, 2024, as per the indenture, dated as of May 16, 2023

On both March 31, 2025, and December 31, 2024, the maximum number of shares into which the 3% Green Notes due June 2028 could have been potentially converted if the conversion features were triggered was 47,807,955 shares of Class A common stock.

Total interest expense recognized related to the 3% Green Notes due June 2028 for the three months ended March 31, 2025, and 2024, was $5.7 million and $5.7 million, respectively, and was comprised of contractual interest expense of $4.7 million and $4.7 million and amortization of the initial purchasers’ discount and other issuance costs of $1.0 million and $1.0 million, respectively. We have not recognized any special interest expense related to the 3% Green Notes due June 2028 to date.

The amounts of unamortized debt issuance costs as of March 31, 2025, and December 31, 2024, were $12.4 million and $13.4 million, respectively.

2.5% Green Convertible Senior Notes due August 2025

Please refer to Part II, Item 8, Note 7 —Outstanding Loans and Security Agreements, section Recourse Debt Facilitiesin our Annual Report on Form 10-K for the fiscal year ended December 31, 2024, for discussion of our 2.5% Green Convertible Senior Notes due August 2025 (the “2.5% Green Notes”).

The noteholders could convert their 2.5% Green Notes during the quarter ended March 31, 2025, as the Closing Price Condition, as defined in the indenture, dated as of August 11, 2020, between us and U.S. Bank National Association, as Trustee, was met during the three months ended December 31, 2024, as per the indenture, dated as of August 11, 2020.

On both March 31, 2025, and December 31, 2024, the maximum number of shares into which the 2.5% Green Notes could have been potentially converted if the conversion features were triggered was 8,866,615 shares of Class A common stock.

Total interest expense recognized related to the 2.5% Green Notes for the three months ended March 31, 2025, and 2024, was $0.9 million and $1.9 million, respectively, and was comprised of contractual interest expense of $0.7 million and $1.4 million and amortization of issuance costs of $0.2 million and $0.5 million, respectively. We have not recognized any special interest expense related to the 2.5% Green Notes to date.

The amount of unamortized debt issuance costs as of March 31, 2025, and December 31, 2024, was $0.4 million and $0.6 million, respectively.

Non-recourse Debt Facilities

Please refer to Part II, Item 8, Note 7 —Outstanding Loans and Security Agreements, section Non-recourse Debt Facilities in our Annual Form 10-K for the fiscal year ended December 31, 2024, for discussion of our non-recourse debt.

Repayment Schedule and Interest Expense

The following table presents details of our outstanding loan principal repayment schedule as of March 31, 2025 (in thousands):

For the three months ended March 31, 2025, and 2024, interest expense of $14.4 million and $14.5 million, including total interest expense related to our debt of $10.4 million and $7.7 million, respectively, was recorded in interest expense on the condensed consolidated statements of operations.

8. Leases

Facilities, Energy Server Systems, and Vehicles

For the three months ended March 31, 2025, and 2024, rent expenses for all occupied facilities were $5.2 million and $5.6 million, respectively.

Operating and financing lease right-of-use assets and lease liabilities as of March 31, 2025, and December 31, 2024, were as follows (in thousands):

1 These assets primarily include leases for facilities, Energy Server systems, and vehicles.

2 Net of accumulated amortization.

3 These assets primarily include leases for vehicles.

4 Included in property, plant and equipment, net in the condensed consolidated balance sheets.

5 Included in accrued expenses and other current liabilities in the condensed consolidated balance sheets.

6 Included in other long-term liabilities in the condensed consolidated balance sheets.

The components of our lease costs for the three months ended March 31, 2025, and 2024, were as follows (in thousands):

Weighted average remaining lease terms and discount rates for our leases as of March 31, 2025, and December 31, 2024, were as follows:

Future lease payments under lease agreements as of March 31, 2025, were as follows (in thousands):

For additional information on leases, see Part II, Item 8, Note 8 — Leases, section Facilities, Energy Server Systems, and Vehicles in our Annual Report on Form 10-K for the fiscal year ended December 31, 2024.

Managed Services Financing

For details on Managed Services Financing, refer to Part I, Item 7, section Purchase and Financing Options, sub-section Managed Services Financingand Part II, Item 8, Note 8 —Leases, section Facilities, Energy Server Systems, and Vehiclesin our Annual Report on Form 10-K for the fiscal year ended December 31, 2024.

We recognized $7.1 million of product revenue, and $2.3 million of installation revenue from successful sale-and- leaseback transactions for the three months ended March 31, 2024. There were no successful sale-and-leaseback transactions for the three months ended March 31, 2025. The recognized operating lease expense from successful sale-and-leaseback transactions for the three months ended March 31, 2025, and 2024, was $3.4 million and $3.1 million, respectively.

Operating lease right-of-use assets from successful sale-and-leaseback transactions as of March 31, 2025, and December 31, 2024, were $45.2 million and $47.2 million, respectively. Operating lease liabilities from successful sale-and-leaseback transactions as of March 31, 2025, and December 31, 2024, were $48.4 million and $50.4 million, including long-term operating lease liability of $39.9 million and $42.1 million, respectively. Financing obligations from successful sale-and-leaseback transactions as of March 31, 2025, and December 31, 2024, were $10.5 million and $11.0 million, including long-term financing obligations of $8.3 million and $8.9 million, respectively.

At March 31, 2025, future lease payments under the Managed Services Agreements financing obligations were as follows (in thousands):

The total financing obligations, as reflected in our condensed consolidated balance sheets, were $251.4 million and $255.8 million as of March 31, 2025, and December 31, 2024, respectively. We expect the difference between these obligations and the principal obligations in the table above to be offset against the carrying value of the related Energy Server systems at the end of the lease and the remainder recognized as either a net gain or net loss at that point.

9. Stock-Based Compensation and Employee Benefit Plans

Share-based grants are designed to reward employees for their long-term contributions to us and provide incentives for them to remain with us. For details on our Equity Incentive Plans, refer to Part II, Item 8, Note 9 —Stock-Based Compensation and Employee Benefit Plans, sections 2012 Equity Incentive Planand 2018 Equity Incentive Planin our Annual Report on Form 10-K for the fiscal year ended December 31, 2024.

Stock-Based Compensation Expense

The following table summarizes the components of stock-based compensation expense in the condensed consolidated statements of operations (in thousands):

For the three months ended March 31, 2025, and 2024, stock-based compensation expense capitalized on inventory and deferred cost of goods sold was immaterial.

Stock Option and Stock Award Activity

The following table summarizes the stock option activity under our stock plans during the reporting period:

During the three months ended March 31, 2025, and 2024, we recognized $1.4 million and $0.2 million of stock-based compensation costs for stock options, respectively.

During the three months ended March 31, 2025, and 2024, we granted 100,000 and 1,000,000 stock options, respectively. Of these,100,000 and 955,000 stock options were granted to non-executive and executive employees, respectively, to purchase shares of common stock, subject to performance-based vesting criteria tied to corporate milestones (the “PSOs”). PSOs have a 10-year term, an exercise price equal to the fair market value of our Class A common stock on the date of grant, and vest over athree- orfour-year requisite service period.

We used the following weighted-average assumptions in applying the Black-Scholes valuation model for determination of the stock options valuation:

During the three months ended March 31, 2025, and 2024, the intrinsic value of stock options exercised were $1.2 million and $0.5 million, respectively.

As of March 31, 2025, and December 31, 2024, we had unrecognized compensation costs related to unvested stock options of $6.3 million and $7.2 million, respectively. This cost is expected to be recognized over the remaining weighted-average period of 1.8 years and 2.1 years, respectively. Cash received from stock options exercised totaled $1.2 million and $0.5 million for the three months ended March 31, 2025, and 2024, respectively.

Stock Awards

A summary of our stock awards activity and related information is as follows:

The estimated fair value of restricted stock units (“RSUs”) and performance stock units (“PSUs”) is based on the fair market value of our Class A common stock on the date of grant. For the three months ended March 31, 2025, and 2024, we recognized $28.8 million and $17.9 million of stock-based compensation costs for stock awards, respectively.

As of March 31, 2025, and December 31, 2024, we had $251.3 million and $161.8 million of unrecognized stock-based compensation expense related to unvested stock awards, expected to be recognized over a weighted-average period of 2.4 years and 2.2 years, respectively.

Executive Awards

For details on the 2021 — 2024 Executive Awards refer to Part II, Item 8, Note 9 —Stock-Based Compensation and Employee Benefit Plans, section Executive Awardsin our Annual Report on Form 10-K for the fiscal year ended December 31, 2024.

No new executive awards were granted during the first quarter of the fiscal year 2025.

As of March 31, 2025, and December 31, 2024, the unamortized compensation expense for the RSUs, the PSUs, the time-based stock options and PSOs per the 2024 Executive Awards and the Replacement Awards (as defined in Part II, Item 8, Note 9 —Stock-Based Compensation and Employee Benefit Plans, section Executive Awards, sub-section Fiscal Year 2024 in our Annual Report on Form 10-K for the fiscal year ended December 31, 2024) was $108.5 million and $66.8 million, respectively.

As of March 31, 2025, and December 31, 2024, the unamortized compensation expense for the 2023 Executive Awards was $1.4 million and $1.8 million, respectively.

As of March 31, 2025, and December 31, 2024, the unamortized compensation expense for the 2022 Executive Awards was $0.6 million and $1.0 million, respectively.

As of March 31, 2025, and December 31, 2024, the unamortized compensation expense for the 2021 Executive Awards was $1.7 million and $3.7 million.

The following table presents the stock activity and the total number of shares available for grant under our stock plans:

2018 Employee Stock Purchase Plan

For details on the 2018 Employee Stock Purchase Plan (the “2018 ESPP”), refer to Part II, Item 8, Note 9 —Stock-Based Compensation and Employee Benefit Plans, section 2018 Employee Stock Purchase Planin our Annual Report on Form 10-K for the fiscal year ended December 31, 2024.

During the three months ended March 31, 2025, and 2024, we recognized (reversed) $2.4 million and $(1.1) million of stock-based compensation costs for the 2018 ESPP, respectively. We issued 630,607 and 632,688 shares for the three months ended March 31, 2025, and 2024, respectively. During the three months ended March 31, 2025, and 2024, we added an additional 2,494,717 and 2,418,528 shares. There were 18,437,267 and 16,573,157 shares available for issuance as of March 31, 2025, and December 31, 2024, respectively.

As of March 31, 2025, and December 31, 2024, we had $9.9 million and $5.9 million of unrecognized stock-based compensation costs, expected to be recognized over a weighted average period of 1.0 years and 0.8 years, respectively.

We used the following weighted-average assumptions in applying the Black-Scholes valuation model for determination of the 2018 ESPP share valuation:

10. Related Party Transactions

There have beenno changes in related party relationships during the three months ended March 31, 2025. For information on our related party transactions, see Part II, Item 8, Note 12 — Related Party Transactions in our Annual Report on Form 10-K for the fiscal year ended December 31, 2024.

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

1 Total revenue from related parties for the three months ended March 31, 2025, and 2024, includes revenue from (a) Korean JV and (b) SK ecoplant (see Note 15 —SK ecoplant Strategic Investment).

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 2024 (see Part II, Item 8, Note 7 —Outstanding Loans and Security Agreements, section Non-recourse Debt Facilities in our Annual Form 10-K for the fiscal year ended December 31, 2024).

Below is the summary of outstanding related party balances as of March 31, 2025, and December 31, 2024 (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 2024 (see Part II, Item 8, Note 7 —Outstanding Loans and Security Agreements, section Non-recourse Debt Facilities in our Annual Form 10-K for the fiscal year ended December 31, 2024).

For additional information on SK ecoplant Joint Venture and Strategic Partnership, see Part II, Item 8, Note 11 — Related Party Transactionsand Note 17 — SK ecoplant Strategic Investment in our Annual Report on Form 10-K for the fiscal year ended December 31, 2024.

11. Commitments and Contingencies

Commitments

Purchase Commitments with Suppliers and Contract Manufacturers — As of March 31, 2025, and December 31, 2024, 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. For additional information on purchase commitments with suppliers and contract manufacturers, see Part II, Item 8, Note 13 — Commitments and Contingencies, section Commitments in our Annual Report on Form 10-K for the fiscal year ended December 31, 2024.

Performance Guarantees — We paid $11.6 million and $15.1 million for the three months ended March 31, 2025, and 2024, respectively, for guarantees that we provide customers on the output performance of our Energy Server systems. For additional information on performance guarantees, see Part II, Item 8, Note 13 — Commitments and Contingencies, section Commitments in our Annual Report on Form 10-K for the fiscal year ended December 31, 2024.

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 March 31, 2025, and December 31, 2024, the balance of this cash-collateralized letter of credit was $5.4 million and $9.5 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 quarter ended March 31, 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 condensed consolidated balance sheets. As of March 31, 2025, and December 31, 2024, 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 $23.8 million and $131.2 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 March 31, 2025, and December 31, 2024, the balance of the restricted cash fund was $7.4 million and $7.4 million, respectively.

Contingencies

Indemnification Agreements —See Part II, Item 8, Note 13 — Commitments and Contingencies, section Contingencies in our Annual Report on Form 10-K for the fiscal year ended December 31, 2024. To date, we have not paid any claims or been required to defend any action related to our indemnification obligations with customers and certain other business partners. However, we may record charges in the future as a result of these indemnification obligations.

Investment Tax Credits — See Part II, Item 8, Note 13 — Commitments and Contingencies, section Contingencies in our Annual Report on Form 10-K for the fiscal year ended December 31, 2024.

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 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 an evidentiary hearing scheduled for July 21, 2025. We are unable to predict the ultimate outcome of the arbitration at this time.

12. 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.

For discussion of significant segment expenses, other segment items and the Company’s primary measure of segment profitability, refer to Part II, Item 8, Note 14 —Segment Informationin our Annual Report on Form 10-K for the fiscal year ended December 31, 2024.

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

13. Income Taxes

For the three months ended March 31, 2025 and 2024, we recorded an income tax provision (benefit) of $0.4 million and $(0.5) million on pre-tax losses of $23.0 million and $57.0 million for effective tax rates of (1.9)% and 0.9%, respectively.

The effective tax rate for the three months ended March 31, 2025, and 2024, is lower than the statutory federal tax rate primarily due to a full valuation allowance against U.S. deferred tax assets.

For additional information on income taxes, refer to Part II, Item 8, Note 15 —Income Taxes in our Annual Report on Form 10-K for the fiscal year ended December 31, 2024.

14. Net Loss per Share Available to Common Stockholders

Please refer to the condensed consolidated statements of operations for computation of our net loss per share available to common stockholders, basic and diluted.

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

For additional information on net loss per share available to common stockholders, refer to Part II, Item 8, Note 16 —Net Loss per Share Available to Common Stockholders in our Annual Report on Form 10-K for the fiscal year ended December 31, 2024.

15. SK ecoplant Strategic Investment

The following are the aggregate carrying values of the Korean JV’s assets and liabilities in our condensed consolidated balance sheets, after eliminations of intercompany transactions and balances, as of March 31, 2025, and December 31, 2024 (in thousands):

For details of the strategic investment with SK ecoplant, please refer to Part II, Item 8, Note 17 —SK ecoplant Strategic Investmentin our Annual Report on Form 10-K for the fiscal year ended December 31, 2024.

16. Subsequent Events

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