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 11 — Related Party Transactionsin this Quarterly Report on Form 10-Q), which represents a portion of the consolidated balances recorded within these financial statement line items.

2 Including amounts from related parties of $38.5 million and $93.5 million as of September 30, 2025, and as of December 31, 2024, respectively.

3 Including amounts from related parties of $88.2 million and $0.8 million as of September 30, 2025, and as of December 31, 2024, respectively.

4 Including amount from related parties of $1.2 million as of December 31, 2024. There wasno related party balance as of September 30, 2025.

5 Including amount from related parties of $1.4 million as of December 31, 2024. There wasno related party balance as of September 30, 2025.

6 Including amount from related parties of $8.8 million as of December 31, 2024. There wasno related party balance as of September 30, 2025.

7 Including amount from related parties of $1.2 million as of December 31, 2024. There wasno related party balance as of September 30, 2025.

8 Including amounts from related parties of $3.5 million and $4.0 million as of September 30, 2025, and as of December 31, 2024, respectively.

9 Including amount from related parties of $8.9 million as of December 31, 2024. There wasno related party balance as of September 30, 2025.

10 Including amount from related parties of $0.4 million as of December 31, 2024. There wasno related party balance as of September 30, 2025.

11 Including amount from related parties of $3.3 million as of December 31, 2024. There wasno related party balance as of September 30, 2025.

12 Including amount from related parties of $1.0 million as of December 31, 2024. There wasno related party balance as of September 30, 2025.

13 Including amount from related parties of $4.1 million as of December 31, 2024. There wasno related party balance as of September 30, 2025.

14 Represent related party investments in Fund JVs (see Note 7 —Investments in Unconsolidated Affiliatesin this Quarterly Report on Form 10-Q).

Condensed Consolidated Statements of Operations

(in thousands, except per share data)

1 Including related party revenue of $288.0 million and $317.8 million for the three and nine months ended September 30, 2025, respectively, and $126.6 million and $335.6 million for the three and nine months ended September 30, 2024, respectively.

2 Including related party cost of revenue of $0.1 million for the nine months ended September 30, 2024. Related party cost of revenue for the three months ended September 30, 2024, was inconsequential. There wereno related party cost of revenue for the three and nine months ended September 30, 2025.

3 Including related party general and administrative expenses of $0.1 million and $0.4 million for the three and nine months ended September 30, 2025, respectively, and $0.2 million and $0.5 million for the three and nine months ended September 30, 2024, respectively.

4 Including related party interest expense of $0.1 million for the nine months ended September 30, 2025, and $0.1 million and $0.2 million for the three and nine months ended September 30, 2024, respectively. Related party interest expense for the three months ended September 30, 2025, was inconsequential.

5 Represent related party equity in loss of the Fund JVs (see Note 7 —Investments in Unconsolidated Affiliatesin this Quarterly Report on Form 10-Q).

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 $55.0 million and $87.5 million for the nine months ended September 30, 2025, and 2024, respectively.

2 Including changes in related party balances of $87.4 million and $6.1 million for the nine months ended September 30, 2025, and 2024, respectively.

3 Including changes in related party balances of $0.9 million for the nine months ended September 30, 2024. There wereno related party balances as of September 30, 2025, and December 31, 2024.

4 Including changes in related party balances of $1.2 million and $1.2 million for the nine months ended September 30, 2025, and 2024, respectively.

5 Including changes in related party balances of $8.8 million for the nine months ended September 30, 2025. The change in related party balances for the nine months ended September 30, 2024, was inconsequential.

6 Including changes in related party balances of $0.1 million for the nine months ended September 30, 2024. There wereno related party balances as of September 30, 2025, and December 31, 2024.

7 Including changes in related party balances of $1.2 million and $1.5 million for the nine months ended September 30, 2025, and 2024, respectively.

8 Including changes in related party balances of $0.5 million and $4.2 million for the nine months ended September 30, 2025, and 2024, respectively.

9 Including changes in related party balances of $12.2 million and $4.9 million for the nine months ended September 30, 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 (the “2024 Form 10-K”).

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 Businessin our 2024 Form 10-K.

Liquidity

While we have generally incurred operating losses and negative cash flows from operations since our inception, we generated $19.7 million of positive cash flows from operations during the three months ended September 30, 2025. With the series of new convertible debt offerings, debt extinguishments, debt exchanges and convertible debt conversions to equity that we completed since 2021, we had $1,128.0 million and $4.3 million of total outstanding recourse and non-recourse debt, respectively, as of September 30, 2025, $1.4 million and $1,130.9 million of which was classified as short-term debt and long-term debt, respectively. As of December 31, 2024, we had $1,124.7 million and $4.1 million of total outstanding recourse and non-recourse debt, respectively, $114.4 million and $1,014.4 million of which was classified as short-term debt and long-term debt, respectively.

On May 7, 2025, the Company entered into privately negotiated exchange agreements (the “Exchange Agreements”) with certain holders of its 2.5% Green Convertible Senior Notes due August 2025 (the “2.5% Green Notes”). Pursuant to the Exchange Agreements, $112.8 million in aggregate principal amount of the 2.5% Green Notes, and related accrued and unpaid interest of $0.7 million, were exchanged (the “Debt Exchange”) for $115.7 million in aggregate principal amount of the 3.0% Green Convertible Senior Notes due June 2029 (the “3.0% Green Notes due June 2029”). As a result of the Debt Exchange, the Company recorded a $32.3 million loss on early extinguishment of debt, included within the Company’s condensed consolidated statements of operations for the nine months ended September 30, 2025. As of August 15, 2025, the maturity date, the remaining $2.2 million aggregate principal amount of the Company’s 2.5% Green Notes outstanding following the Debt Exchange, was settled through the issuance of the Company’s Class A common stock. For details of the Debt Exchange and debt settlement, see Note 8 —Outstanding Loans and Security Agreements, sections Convertible Senior Notes Debt Exchange and 2.5% Green Notes Settlement in this Quarterly Report on Form 10-Q.

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

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

Inflation Reduction Act of 2022 and the One Big Beautiful Bill Act

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 2024 Form 10-K.

On July 4, 2025, the One Big Beautiful Bill Act (the “OBBBA”) was enacted into law, extending key provisions of 2017 Tax Act and modifying various federal clean energy tax provisions of the IRA. Under the OBBBA, fuel cell property is eligible for a 30% Investment Tax Credit (“ITC”) for projects beginning construction after December 31, 2025, under Section 48E. The Company also retains the 30% tax credit and the additional 10% tax credit for domestic content and 10% tax credit for energy communities for qualified fuel cell projects that properly utilize the safe harbor equipment the Company purchased in 2024 prior to the phaseout of such credits for fuel cell property under the IRA, provided such safe harbor equipment is placed in service by December 31, 2028. The OBBBA reinstituted accelerated depreciation that will be applicable to property purchased and placed in service after January 19, 2025, including fuel cell property that begins construction after December 31, 2026. The OBBBA also added “Foreign Entity of Concern” requirements for the Section 45E tax credit to deny credits from projects that are owned or controlled by certain foreign entities or use components from or make payments to these foreign entities. The OBBBA also restored the expensing of domestic research expenditures for years beginning after December 31, 2024. The addition of the 30% ITC for fuel cell property projects that begin construction after December 31, 2025, is expected to have a favorable impact on the continued adoption of the Company’s Energy Server systems and financial results.

Basis of Presentation

We have prepared the unaudited 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 2024 Form 10-K.

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 2024 Form 10-K.

Concentration of Risk

Geographic Risk— The majority of our revenue and long-lived assets are attributable to operations in the U.S. for all periods presented. In addition to shipments in the U.S., we also ship our Energy Server systems to other countries, primarily, the Republic of Korea, Japan, India and Taiwan (collectively referred to as the “Asia Pacific region”), and several European countries, namely Germany, UK and Italy. For the three and nine months ended September 30, 2025, total revenue in the U.S. was 92% and 72%, respectively, of our total revenue. For the three and nine months ended September 30, 2024, total revenue in the U.S. was 52% and 60%, respectively, of our total revenue.

Credit Risk— At September 30, 2025, three customers, accounted for approximately 26%,22% and 17% of accounts receivable. At December 31, 2024, three customers, the first of which was a related party, accounted for approximately 28%,28% and 20% of accounts receivable. To date, we have not experienced any material credit losses from these customers.

Customer Risk — During the three months ended September 30, 2025, one customer, which is our related party, accounted for approximately 55% of total revenue. During the nine months ended September 30, 2025, three customers, the first of which is our related party, accounted for approximately 23%,19% and 15% of total revenue, respectively.

During the three months ended September 30, 2024, revenue from three customers, the first of which is our related party, accounted for approximately 38%,20% and 10% and of our total revenue. During the nine months ended September 30, 2024, two customers, the first of which is our related party, represented approximately 37% and 21% of our total revenue.

For information on the related party transactions, see Note 11 — Related Party Transactions in this Quarterly Report on Form 10-Q.

2. Summary of Significant Accounting Policies

Equity Method Investments

We account for investments in entities based on the level of ownership and the ability to exercise significant influence over operating and financial policies. If an entity is organized as a limited partnership or limited liability company and maintains separate ownership accounts, we generally account for our investment using the equity method if our ownership interest is 50% or less, unless our interest is so minor that we have virtually no influence over the investee’s operating and financial policies. For all other types of investments, we generally apply the equity method of accounting if our ownership interest is between 20% and 50% and we exercise significant influence over the investee’s operating and financial policies. These investments are presented as investments in unconsolidated affiliates on our condensed consolidated balance sheets.

Income or loss from equity-method investees is reported in equity in earnings (loss) of unconsolidated affiliates on our condensed consolidated statements of operations, and the related carrying value is presented as investments in unconsolidated affiliates on our condensed consolidated balance sheets. Distributions received from equity method investees, if any, are recorded as reductions to the carrying value of the investment on our condensed consolidated balance sheets. Our equity in earnings (loss) of unconsolidated affiliates is adjusted for profit (loss) incurred from sales transactions. Such profit is amortized into equity in earnings (loss) of unconsolidated affiliates on our condensed consolidated statements of operations over the remaining useful lives of the underlying assets.

When timely financial information of an equity method investee is not available, we record our share of the investee’s results on a one-quarter reporting lag using the best estimate, consistent with ASC 323 Investments — Equity Method and Joint Ventures(“ASC 323”). We believe this approach is reasonable and consistently applied. We evaluate whether any events or transactions during the lag period would materially affect our consolidated financial position or results of operations and, if so, record appropriate adjustments in the current period.

An impairment of an investment in an unconsolidated affiliate is recognized when circumstances indicate that a decline in the investment value is other-than-temporary.

For a complete discussion of our accounting policies, refer to Part II, Item 8, Note 2 —Summary of Significant Accounting Policiesin our 2024 Form 10-K.

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 2024 Form 10-K. Based on the Company’s continued evaluation, we do not expect a material impact from new accounting guidance not yet adopted to our unaudited condensed consolidated financial statements.

Recent Accounting Pronouncements

In July 2025, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Updates (“ASU”) 2025-05 Financial Instruments-Credit Losses (Topic 326): Measurement of Credit Losses for Accounts Receivable and Contract Assets. The ASU introduces a practical expedient for all entities when estimating expected credit losses for current accounts receivable and current contract assets arising from transactions accounted for under ASC 606 Revenue from Contracts with Customers. Under the practical expedient, when developing reasonable and supportable forecast as part of estimating expected credit losses, an entity may assume that current conditions as of the balance sheet date do not change for the remaining life of the asset. The ASU is effective for annual reporting period beginning after December 15, 2025, and interim reporting within those annual reporting periods. Early adoption is permitted in both interim and annual reporting periods. We are currently evaluating the impact of ASU 2025-05 on our condensed consolidated financial statements.

In September 2025, FASB issued ASU 2025-06 Intangibles — Goodwill and Other — Internal-Use Software (Subtopic 350-40). The ASU eliminates references to prescriptive and sequential software development stages within Subtopic 350-40. Under the revised guidance, entities must begin capitalizing software costs once both of the following conditions are met: (a) management has approved and committed funding for the software project; (b) it is probable that the project will be completed and the software will be used as intended (the “probable-to-complete” threshold). The ASU is effective for annual reporting period beginning after December 15, 2027, and interim reporting within those annual reporting periods. Early adoption is permitted as of the beginning of an annual reporting period. We are currently evaluating the impact of ASU 2025-06 on our condensed consolidated financial statements.

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):

Accounts receivable and contract assets increased by $75.8 million and $113.7 million, respectively, for the nine months ended September 30, 2025, primarily due to the timing of billing milestones.

The decrease in customer deposits of $185.5 million for the nine months ended September 30, 2025, was primarily driven by certain deposits becoming non-refundable, partially offset by receipt of new deposits.

For additional information on contract assets and liabilities, see Part II, Item 8, Note 3 —Revenue Recognition, section Contract Balances in our 2024 Form 10-K.

Contract Assets

Deferred Revenue

Deferred revenue activity during the three and nine months ended September 30, 2025, and 2024, consisted of the following (in thousands):

As of September 30, 2025, we have unsatisfied performance obligations of $88.5 million, primarily related to product sales and installation services. We expect to recognize the associated revenue within the next 1 to 2 years, consistent with customers’ project deployment schedules. In addition, we had unsatisfied performance obligations of $15.9 million related mainly to deferred service contracts which we expect to recognize over the remaining contractual terms ranging from 1 to 18 years.

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.

For additional information on deferred revenue, see Part II, Item 8, Note 3 —Revenue Recognition, section Deferred Revenue in our 2024 Form 10-K.

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 inrestricted cash, current on our consolidated balance sheets as of December 31, 2024, and was released in the first quarter of the fiscal year 2025.

Factoring Arrangements

We sell certain customer trade receivables on a non-recourse basis under factoring arrangements with a financial institution. To date, these have primarily been trade receivables from SK ecoplant Co., Ltd. (“SK ecoplant”, formerly known as SK Engineering & Construction Co., Ltd.), a subsidiary of the SK Group, primarily resulting from extended payment terms. These transactions are accounted for as sales, and cash proceeds are included in cash used in operating activities.

We derecognized $81.9 million and $184.2 million of accounts receivable for the three and nine months ended September 30, 2024, respectively. The costs of factoring such accounts receivable on our condensed consolidated statements of operations for the three and nine months ended September 30, 2024, were $1.6 million and $4.0 million, respectively. The cost of factoring is recorded in general and administrative expenses.

There wereno new factoring arrangements entered into during the three and nine months ended September 30, 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 2024 Form 10-K.

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 nine months ended September 30, 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 2024 Form 10-K.

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):

1 The increase in fair value primarily reflects the rise in the Company’s stock price.

On May 7, 2025, the Company entered into the Exchange Agreements with certain holders of its 2.5% Green Notes. Pursuant to the Exchange Agreements, $112.8 million in aggregate principal amount of the 2.5% Green Notes, and related accrued and unpaid interest, were exchanged for $115.7 million in aggregate principal amount of the 3.0% Green Notes due June 2029. As of August 15, 2025, the maturity date, the remaining $2.2 million aggregate principal amount of the Company’s 2.5% Green Notes, outstanding following the Debt Exchange, was settled through the issuance of the Company’s Class A common stock. For details of the Debt Exchange and debt settlement, see Note 8 —Outstanding Loans and Security Agreements, sections Convertible Senior Notes Debt Exchange and 2.5% Green Notes Settlement in this Quarterly Report on Form 10-Q.

6. Balance Sheet Components

Inventories

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

During the three and nine months ended September 30, 2025, we recorded a reserve of $19.7 million related to our Electrolyzer inventory as we ceased our efforts to market and sell the first-generation of the product. The affected inventory has no alternative use and is not expected to be sold or utilized in other programs. The related expenses were recognized within cost of product revenue in our condensed consolidated statements of operations.

The inventory reserves were $38.9 million and $15.9 million as of September 30, 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 $12.8 million and $37.4 million for the three and nine months ended September 30, 2025, respectively. Depreciation expense related to property, plant and equipment was $13.3 million and $39.2 million for the three and nine months ended September 30, 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 September 30, 2025, and December 31, 2024, we had 20,000,000 shares of preferred stock authorized.13,491,701 of these shares were previously 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. For additional information, please see Part II, Item 8, Note 17 —SK ecoplant Strategic Investment in our 2024 Form 10-K.

The preferred stock had $0.0001 par value. There wereno shares of preferred stock issued and outstanding as of September 30, 2025, and December 31, 2024.

7. Investments in Unconsolidated Affiliates

In August 2025, Bloom Energy concluded a transaction with Brookfield Asset Management (“Brookfield”) for a prospective financing framework structure (the “Financing Structure”) of up to $5.0 billion over five years for future Bloom Energy fuel cell projects that meet certain investment criteria and contractual criteria or are otherwise approved by Brookfield. The Financing Structure is housed in an AI Infrastructure Fund created by Brookfield (the “AI Fund”). Generally, Bloom fuel cell projects financed through the Financing Structure will be owned by the AI Fund under one oftwo categories of the Financing Structure. For each Bloom fuel cell project that has a term less than five years under the Financing Structure (Short

Term AI Fund), Bloom Energy will contribute sufficient funds for a passive equity holding not to exceed 9.9%. For each Bloom fuel cell project that has a term greater than or equal tofive years under the Financing Structure (Long Term AI Fund) Bloom Energy will contribute sufficient funds for a passive equity holding not to exceed the lesser of (i)9.9% of the equity amount and (ii)2% of the projected investment amount, and these projects that arefive years or longer will entitle Bloom to a put right back to the AI Fund at a set rate of return. For each category, the AI Fund and Bloom have agreed on target returns for projects, and Bloom Energy expects to receive its proportional distribution with respect to each project. Bloom Energy and Brookfield have also entered into a project under the Financing Structure but outside of Short Term AI Fund and Long Term AI Fund pursuant to which Bloom Energy contributed a passive equity investment of 15%, and the parties retain the ability to enter into other such JVs outside the AI Fund (the “Other JVs”).

The Financing Structure contains provisions that provide Brookfield (i) exclusivity over certain types of Bloom fuel cell projects, (ii) periodic review by Brookfield of Bloom’s fuel cell project pipeline and, consequently, (iii) a stand still arrangement restricting Brookfield and certain of its affiliates from owning and trading Bloom Energy stock.

The Company accounts for each investment in both the AI Fund JVs and the Other JVs (collectively, the “Fund JVs”) as an investment under the equity method of accounting in accordance with ASC 323. The AI Fund and Brookfield hold the remaining ownership interests and serve as the primary beneficiaries; accordingly, both the AI Fund JVs, whether the Short Term AI Fund or Long Term AI Fund, and the Other JVs are not consolidated by the Company. As of September 30, 2025, the Company holds equity interests in the following Fund JVs:

The Company’s total capital commitment to the Fund JVs as of September 30, 2025 is $41.8 million. Capital contributions are made in tranches, pursuant to funding requests issued by the AI Fund or Brookfield, and are tied to specific project milestones and operational needs.

The Company’s results of operations include its proportionate share of each Fund JV’s net earnings or loss, which are reported net of Fund JV’s income tax provisions and presented as a single line item, equity in earnings (loss) of unconsolidated affiliates, in our condensed consolidated statements of operations.

The Company records its share of profit from sales of Energy Server systems to the Fund JVs as a reduction of equity in earnings (loss) of unconsolidated affiliates. During the three and nine months ended September 30, 2025, we recognized $19.6 million in accordance with ASC 323, which will be realized over the useful lives of the underlying assets as they are depreciated.

Changes in the investment balance for the nine months ended September 30, 2025, were as follows (in thousands):

The Company records its share of the Fund JVs’ results of operations on a one-quarter reporting lag because the Fund JVs’ financial information is not available in sufficient time to apply the equity method as of the Company’s reporting date. The Company believes that the use of this lag time is reasonable in the circumstances and does not materially affect the results of operations. Any material transactions or events occurring during the lag period that would significantly affect the Company’s consolidated financial position or results of operations are recognized in the current reporting period.

Management evaluates each investment in each of the Fund JVs for impairment in accordance with ASC 323. Through September 30, 2025, no indicators of impairment were identified related to the investments.

8. Outstanding Loans and Security Agreements

The following is a summary of our debt as of September 30, 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 our subsidiary were in compliance with all financial covenants as of September 30, 2025, and December 31, 2024.

Recourse Debt Facilities

3.0% 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 2024 Form 10-K, for discussion of the 3.0% Green Notes due June 2029.

The noteholders could not convert their 3.0% Green Notes due June 2029 during the quarter ended September 30, 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 June 30, 2025.

On September 30, 2025, and December 31, 2024, the maximum number of shares into which the 3.0% Green Notes due June 2029 could have been potentially converted if the conversion features were triggered were 32,944,961 and 25,588,011 shares of Class A common stock, respectively.

Total interest expense recognized related to the 3.0% Green Notes due June 2029 for three and nine months ended September 30, 2025, was $4.7 million and $12.6 million, respectively, and consisted of contractual interest expense of $3.9 million and $10.4 million, respectively, and amortization of issuance costs of $0.8 million and $2.2 million, respectively.

Total interest expense recognized related to the 3.0% Green Notes due June 2029 for the three and nine months ended September 30, 2024, was $3.7 million and $5.0 million, respectively, and consisted of contractual interest expense of $3.0 million and $4.1 million, respectively, and amortization of issuance costs of $0.7 million and $0.9 million, respectively.

To date, there have been no events necessitating the recognition of special interest expense related to the 3.0% Green Notes due June 2029.

The amounts of unamortized debt issuance costs as of September 30, 2025, and December 31, 2024, were $12.2 million and $11.3 million, respectively.

3.0% 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 2024 Form 10-K, for discussion of our 3.0% Green Convertible Senior Notes due June 2028 (the “3.0% Green Notes due June 2028”) and privately negotiated capped call transactions in connection with the pricing of the 3.0% Green Notes due June 2028.

The noteholders could not convert their 3.0% Green Notes due June 2028 during the quarter ended September 30, 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 June 30, 2025.

On both September 30, 2025, and December 31, 2024, the maximum number of shares into which the 3.0% 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 3.0% Green Notes due June 2028 was $5.7 million and $17.1 million for the three and nine months ended September 30, 2025, and 2024, respectively. These amounts consisted of contractual interest expense of $4.7 million and $14.1 million, respectively, and amortization of issuance costs of $1.0 million and $3.0 million, respectively.

To date, there have been no events necessitating the recognition of special interest expense related to the 3.0% Green Notes due June 2028.

The amounts of unamortized debt issuance costs as of September 30, 2025, and December 31, 2024, were $10.4 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 2024 Form 10-K, for discussion of our 2.5% Green Notes.

Total interest expense recognized related to the 2.5% Green Notes for the nine months ended September 30, 2025, was $1.4 million, and consisted of contractual interest expense of $1.1 million and amortization of issuance costs of $0.3 million. Total interest expense recognized related to the 2.5% Green Notes for the three months ended September 30, 2025, was immaterial.

Total interest expense recognized related to the 2.5% Green Notes for the three and nine months ended September 30, 2024, was $1.0 million and $4.5 million, respectively, and consisted of contractual interest expense of $0.7 million and $3.3 million, respectively, and amortization of issuance costs of $0.3 million and $1.2 million, respectively.

To date, there have been no events necessitating the recognition of special interest expense related to the 2.5% Green Notes.

The amount of unamortized debt issuance costs as of December 31, 2024, was $0.6 million.

Convertible Senior Notes Debt Exchange

On May 7, 2025, the Company entered into the Exchange Agreements with certain holders of its 2.5% Green Notes. Pursuant to the Exchange Agreements, $112.8 million in aggregate principal amount of the 2.5% Green Notes, and related accrued and unpaid interest of $0.7 million, were exchanged for $115.7 million in aggregate principal amount of the 3.0% Green Notes due June 2029, which had the same terms and conditions as the 3.0% Green Notes due June 2029 issued on May 29, 2024. The Debt Exchange was accounted for as an extinguishment of debt in accordance with ASC 470 Debt. As a result of the Debt Exchange, the Company recorded a $32.3 million loss on early extinguishment of debt within the condensed consolidated statements of operations for the nine months ended September 30, 2025. This loss included a $0.2 million write-off of unamortized debt issuance costs as of the date of the Debt Exchange. Additionally, the condensed consolidated balance sheets reflect an increase of $28.2 million to additional paid-in capital, as the 3.0% Green Notes due June 2029 pertaining to this Debt Exchange were issued at a premium. Total debt issuance costs related to the Debt Exchange amounted to $3.3 million.

Following the Debt Exchange, the effective interest rates of the 2.5% Green Notes and the 3.0% Green Notes due June 2029 decreased from 3.3% to 1.7% and from 3.8% to 3.2%, respectively.

2.5% Green Notes Settlement

Upon completion of the Debt Exchange, $2.2 million aggregate principal amount of the Company’s 2.5% Green Notes remained outstanding. Pursuant to the terms of the 2.5% Green Notes Indenture, unless the Company made an irrevocable election to settle the notes in cash prior to May 15, 2025, the notes were required to be settled in shares of the Company’s Class A common stock upon maturity. The Company did not make such an election by the specified deadline. Accordingly, as of August 15, 2025, the maturity date, the notes were fully settled in equity through the issuance of 137,606 shares of Class A common stock. As a result, the Company recorded $2.2 million of additional paid-in capital in its condensed consolidated balance sheets. The impact on other line items within the condensed consolidated balance sheets and the condensed consolidated statements of operations was not material. On 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.

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 2024 Form 10-K, 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 September 30, 2025 (in thousands):

For the three and nine months ended September 30, 2025, interest expense of $14.4 million and $43.2 million, respectively, including total interest expense related to our debt of $10.4 million and $31.3 million, respectively, was recorded in interest expense on the condensed consolidated statements of operations.

For the three and nine months ended September 30, 2024, interest expense of $16.8 million and $46.7 million, respectively, including total interest expense related to our debt of $10.5 million and $26.8 million, respectively, was recorded in interest expense on the condensed consolidated statements of operations.

9. Leases

Facilities, Energy Servers, and Vehicles

For the three and nine months ended September 30, 2025, rent expense for all occupied facilities were $5.3 million and $15.8 million, respectively. For the three and nine months ended September 30, 2024, rent expense for all occupied facilities were $5.6 million and $16.8 million, respectively.

Operating and financing lease right-of-use assets and lease liabilities as of September 30, 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 and nine months ended September 30, 2025, and 2024, were as follows (in thousands):

Weighted average remaining lease terms and discount rates for our leases as of September 30, 2025, and December 31, 2024, were as follows:

Future lease payments under lease agreements as of September 30, 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 2024 Form 10-K.

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 2024 Form 10-K.

We recognized $2.3 million and $9.4 million of product revenue and $2.2 million and $4.5 million of installation revenue from successful sale-and leaseback transactions for the three and nine months ended September 30, 2024, respectively. There wereno successful sale-and-leaseback transactions for the three and nine months ended September 30, 2025. Operating lease expense recognized from successful sale-and-leaseback transactions was $3.3 million and $10.1 million for the three and nine months ended September 30, 2025, respectively, compared to $3.2 million and $9.5 million for the same periods in 2024.

Operating lease right-of-use assets from successful sale-and-leaseback transactions as of September 30, 2025, and December 31, 2024, were $41.2 million and $47.2 million, respectively. Operating lease liabilities from successful sale-and-leaseback transactions as of September 30, 2025, and December 31, 2024, were $44.4 million and $50.4 million, including long-term operating lease liability of $35.3 million and $42.1 million, respectively. Financing obligations from successful sale-and leaseback transactions as of September 30, 2025, and December 31, 2024, were $9.4 million and $11.0 million, including long term financing obligations of $7.1 million and $8.9 million, respectively.

At September 30, 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 $246.3 million and $255.8 million as of September 30, 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 a net loss at that point.

10. 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 Plan and 2018 Equity Incentive Plan in our 2024 Form 10-K.

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 and nine months ended September 30, 2025, and 2024, stock-based compensation expense capitalized on inventory and deferred cost of goods sold were not material.

Stock Option and Stock Award Activity

Stock Options

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

During the three and nine months ended September 30, 2025, we recognized $1.6 million and $4.2 million of stock-based compensation costs for stock options, respectively. During the three and nine months ended September 30, 2024, we recognized $0.9 million and $2.1 million of stock-based compensation costs for stock options, respectively.

During the first and third quarters of fiscal year 2025, we granted 111,504 and 11,504 stock options, respectively. The first-quarter grant included 100,000 performance-based stock options (“PSOs”) issued to a non-executive employee, which are subject to vesting upon achievement of specified corporate milestones. No PSOs were granted during the three months ended September 30, 2025. During the three and nine months ended September 30, 2024, we granted 180,000 and 1,355,348 stock options, respectively, including 1,135,000 PSOs granted to certain executive employees in the first quarter of the fiscal year 2024. 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 at the end ofthree-year performance period and 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 and nine months ended September 30, 2025, the intrinsic value of stock options exercised was $26.8 million and $29.9 million, respectively. During the three and nine months ended September 30, 2024, the intrinsic value of stock options exercised was $0.1 million and $0.8 million, respectively.

As of September 30, 2025, and December 31, 2024, we had unrecognized compensation costs related to unvested stock options of $4.5 million and $7.2 million, respectively. This cost is expected to be recognized over the remaining weighted-average period of 1.4 years and 2.1 years, respectively. Cash received from stock options exercised totaled $37.4 million and $38.7 million for the three and nine months ended September 30, 2025, respectively. Cash received from stock options exercised totaled $0.1 million and $0.8 million for the three and nine months ended September 30, 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 value of our Class A common stock on the date of grant. For the three and nine months ended September 30, 2025, we recognized $33.1 million and $87.7 million of stock-based compensation costs for stock awards, respectively. For the three and nine months ended September 30, 2024, we recognized $13.4 million and $46.8 million of stock-based compensation costs for stock awards, respectively.

As of September 30, 2025, and December 31, 2024, we had $236.6 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 2.2 years and 2.2 years, respectively.

Executive Awards

On February 18, May 13, and August 28, 2025, the Company granted RSUs and PSUs to certain executive officers under the 2018 Plan (collectively, the “2025 Executive Awards”).

The RSUs granted to certain executive officers are subject to time-based vesting conditions. These RSUs vest under one oftwo schedules: (1)40% of the RSUs vest on the first anniversary of the vesting commencement date of March 15, 2025, with the remaining 60% vesting in equal quarterly installments over the subsequenttwo years; or (2) the RSUs vest over afour-year period, with 25% vesting on the first anniversary of the vesting commencement date of December 15, 2024, and the remaining 75% vesting in equal quarterly installments over the following three years.

PSUs vest either (i)100% at the end of athree-year performance period (cliff vesting) or (ii) inthree annual installments based on the achievement of performance targets for each year, in each case subject to continued employment through the applicable vesting date(s). Stock-based compensation related to the 2025 Executive Awards is recognized over thethree-year service period based on the estimated probability of achieving the performance conditions.

As of September 30, 2025, the unamortized compensation expense for these RSUs and the PSUs was $26.2 million.

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 Awards in our 2024 Form 10-K.

As of September 30, 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 2024 Form 10-K) was $86.0 million and $66.8 million, respectively.

As of September 30, 2025, and December 31, 2024, the unamortized compensation expense for the 2023 Executive Awards was $0.9 million and $1.8 million, respectively.

As of September 30, 2025, and December 31, 2024, the unamortized compensation expense for the 2022 Executive Awards was $0.4 million and $1.0 million, respectively.

As of September 30, 2025, and December 31, 2024, the unamortized compensation expense for the 2021 Executive Awards was $0.9 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 2024 Form 10-K.

During the three and nine months ended September 30, 2025, we recognized $2.7 million and $7.2 million of stock-based compensation costs for the 2018 ESPP, respectively. During the three and nine months ended September 30, 2024, we recognized $2.7 million and $4.0 million of stock-based compensation costs for the 2018 ESPP, respectively.

We issued 443,322 and 417,267 shares during the three months ended September 30, 2025, and 2024, respectively, and 1,073,929 and 1,049,955 shares during the nine months ended September 30, 2025, and 2024, respectively. During the nine months ended September 30, 2025, and 2024, we added an additional 2,494,717 and 2,418,528 shares, respectively. There were 17,993,945 and 16,573,157 shares available for issuance as of September 30, 2025, and December 31, 2024, respectively.

As of September 30, 2025, and December 31, 2024, we had $11.4 million and $5.9 million of unrecognized stock-based compensation costs, expected to be recognized over a weighted average period of 0.9 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:

11. Related Party Transactions

SK ecoplant Reduction in Ownership

On July 10, 2025, SK ecoplant sold 10.0 million shares of the Company’s Class A common stock. As a result of this transaction, SK ecoplant’s ownership interest in the Company decreased to 5.8%. Accordingly, effective as of that date, SK ecoplant is no longer a related party. Subsequently, on August 14, 2025, and September 29, 2025, SK ecoplant sold another 2.6 million and 3.9 million shares of the Company’s Class A common stock, respectively. As of September 30, 2025, SK ecoplant’s ownership interest in the Company was 2.9%.

The Fund JVs

During the three months ended September 30, 2025, the Company and Brookfield established the Fund JVs, which qualify as related parties under the guidance of ASC 850, Related Party Disclosures. For details, refer to Note 7 —Investments in Unconsolidated Affiliates in this Quarterly Report on Form 10-Q. For the three months ended September 30, 2025, we recognized $255.7 million and $32.3 million of product and installation revenue, respectively, from sales of Energy Server systems to the Fund JVs, which were transacted at arms-length basis and prevailing market terms. The accounts receivable due from the Fund JVs were $38.5 million as of September 30, 2025.

As discussed in Note 7 —Investments in Unconsolidated Affiliates in this Quarterly Report on Form 10-Q, we recognized equity in loss of unconsolidated affiliates of $19.6 million for the three months ended September 30, 2025. Our contributions of $24.6 million to the Fund JVs were made during the three months ended September 30, 2025, and our total funding commitment under the Fund JVs’ agreements is $41.8 million. As of September 30, 2025, the Company had an unfunded investment commitment of $0.7 million related to the Fund JVs.

There have been no other changes in related party relationships during the nine months ended September 30, 2025. For information on our related party transactions, see Part II, Item 8, Note 11 — Related Party Transactions in our 2024 Form 10-K. For details of the strategic investment with SK ecoplant, please refer to Part II, Item 8, Note 17 —SK ecoplant Strategic Investmentin our 2024 Form 10-K.

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

1 Includes total revenue related to (a) Korean JV, (b) the Fund JVs and (c) SK ecoplant, which no longer a related party since July 10, 2025.

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).

5 Represent equity in loss of the Fund JVs (see Note 7 —Investments in Unconsolidated Affiliatesin this Quarterly Report on Form 10-Q).

Below is the summary of outstanding related party balances as of September 30, 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 2024 Form 10-K).

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 September 30, 2025, and December 31, 2024 (in thousands):

For additional information on SK ecoplant Joint Venture and Strategic Partnership, see Part II, Item 8, Note 11 —Related Party Transactions and Note 17 —SK ecoplant Strategic Investment in our 2024 Form 10-K.

12. Commitments and Contingencies

Commitments

Purchase Commitments with Suppliers and Contract Manufacturers — As of September 30, 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 2024 Form 10-K.

Performance Guarantees — We paid $2.4 million and $17.0 million for the three and nine months ended September 30, 2025, respectively, for guarantees that we provide customers on the output performance of our Energy Server systems. For the three and nine months ended September 30, 2024, we paid $1.9 million and $18.8 million for such performance guarantees, respectively. For additional information on performance guarantees, see Part II, Item 8, Note 13 —Commitments and Contingencies, section Commitments in our 2024 Form 10-K.

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, the balance of this cash-collateralized letter of credit was $9.5 million. The entire balance of the cash-collateralized letter of credit related to PPA II was released in the second quarter of the fiscal year 2025 and the balance of the funds returned to the Company.

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 September 30, 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 $24.4 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 fund 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 September 30, 2025, and

December 31, 2024, the balance of the restricted cash fund was $7.6 million and $7.4 million, respectively.

Contingencies

Indemnification Agreements —See Part II, Item 8, Note 13 —Commitments and Contingencies, section Contingenciesin our 2024 Form 10-K. 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 2024 Form 10-K.

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). 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 April 26, 2023, Judge Gilstrap stayed the district court action pending arbitrability determinations by the arbitrator in the WIPO proceeding. 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 focusing 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 and the first half of 2025. An evidentiary hearing with witness testimony commenced on July 21, 2025, and continued through August 1, 2025. Post hearing briefs were submitted on October 3, 2025. There is no set time frame for a decision from the Arbitrator on the first phase of the arbitration. We are unable to predict the ultimate outcome of the arbitration at this time.

13. 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 Information in our 2024 Form 10-K.

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 in this Quarterly Report on Form 10-Q.

14. Income Taxes

For the three and nine months ended September 30, 2025, we recorded an income tax provisions of $0.3 million and $1.8 million on pre-tax losses of $22.6 million and $86.8 million for effective tax rates of (1.5)% and (2.1)%, respectively. For the three and nine months ended September 30, 2024, we recorded an income tax provision of $0.1 million and $0.5 million, respectively, on pre-tax losses of $14.5 million and $131.9 million for effective tax rates of (0.8)% and (0.4)%, respectively.

The effective tax rate for the three and nine months ended September 30, 2025, and 2024, is lower than the statutory federal tax rate primarily due to a full valuation allowance against U.S. deferred tax assets.

As of July 4, 2025, the OBBBA was signed into law in the U.S., which contains a broad range of tax reform provisions affecting businesses (see Note 1 —Nature of Business, Liquidity and Basis of Presentation, section Inflation Reduction Act of 2022 and the One Big Beautiful Bill Act in this Quarterly Report on Form 10-Q). We are evaluating the full effects of the legislation, however we do not expect it to materially change our effective income tax rate for 2025.

For additional information on income taxes, refer to Part II, Item 8, Note 15 —Income Taxes in our 2024 Form 10-K.

15. Net Earnings 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 were excluded from the computation of our net loss per share available to common stockholders, diluted, for the three and nine 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 2024 Form 10-K.

16. Subsequent Events

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