Bloom Energy Corp

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

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Bloom Energy Corporation

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The Energy Platform for the Digital Economy

Abundant power is the defining limit of a company’s potential. Bloom’s platform transforms onsite power into a growth multiplier that fuels the future.

Ultra-ReliableBuilt-in modular redundancy delivers up to 99.999% availability with maintenancethat never interrupts your power.

Cost EffectiveBloom’s solutions deliver predictable electricity costs at competitive pricing.

Fast to DeployBloom’s Energy Servers can be installed and operational in as little as 90 days—light-years faster than grid infrastructure.

Scalable by DesignStart with the capacity you need and ramp to hundreds of megawatts using modular 325 kilowatt building blocks.

Community AlignedGenerates electricity without combustion—dramatically reducing pollutants and enabling responsible growth in any community.

Letter from Our Chairman and CEO

"Bring-your-own-power has shifted from a concept to a business necessity. We built a solid-state digital power platform for the digital age, and 2025 showed why that matters."

— KR Sridhar Founder, Chairman and Chief Executive Officer

Dear Stockholder,

It is with great pleasure that I invite you to our 2026 Annual Meeting of Stockholders. I am pleased to report that 2025 was a defining year for Bloom Energy - one that validated the strategy and technology foundation we have built over the past two decades.

This past year, we delivered record financial results while strengthening our position in a rapidly changing power market:

These results reflect the growing adoption of Bloom’s technology as organizations increasingly seek reliable ways to secure power at scale for their operations. We matched our commercial momentum with deliberate steps to enhance our financial flexibility to support opportunities as they emerge across our markets. We priced an upsized $2.2 billion issuance of 0% convertible senior notes and further strengthened our capital structure by entering into a $600 million senior secured multicurrency revolving credit facility. Together, these actions strengthened our balance sheet and liquidity profile, extended our debt maturity profile, and helped us end 2025 with approximately $2.45 billion in cash to support disciplined investment in growth.

The Transformation of the Power Industry

Over the past year the power industry has changed materially. Artificial intelligence has drawn attention to electricity demand, but the underlying shift is broader.

Electricity demand is rising across the economy—from AI data centers and semiconductor fabs to advanced manufacturing, electrification, and automation. At the same time, the traditional power grid is struggling to respond. Transmission expansion, permitting timelines, and grid interconnection processes often take years.

As a result, time to power has become a critical constraint on growth.

Companies are responding by generating power closer to where it is consumed. Onsite and islanded power architectures allow organizations to bypass grid bottlenecks, control deployment timelines, and secure reliable power. What was once an alternative energy strategy has become an operational requirement.

Bloom Energy was built for this environment. From the beginning, we believed the world would need more power—not less—and that distributed generation would become an essential complement to the centralized grid.

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

The rapid growth of AI infrastructure has highlighted the urgency of this challenge, but the opportunity for Bloom extends well beyond AI.

Manufacturers, telecommunications providers, healthcare systems, universities, logistics operators, and other commercial and industrial (“C&I”) companies are facing similar constraints as they expand operations.

For many of these organizations, time to power is now the number one purchasing criterion. They need reliable electricity quickly. Bloom’s ability to deploy onsite power in months rather than years provides a significant advantage.

Our modular systems also deliver high reliability and resilience. Independent power modules provide fault tolerance and allow Bloom installations to support critical infrastructure with very high availability.

A Solid-State Platform Built for the Digital Age

Bloom’s solid oxide fuel cell platform differentiates us in this market. Our Energy Servers generate electricity electrochemically rather than through combustion. This solid-state architecture eliminates moving parts and enables advantages in reliability, efficiency, and maintainability.

The platform is modular and scalable, supporting installations from small commercial deployments to large digital infrastructure facilities. It also supports both grid-connected and islanded microgrid configurations—an increasingly valuable capability in regions where grid capacity is constrained.

Equally important, the solid-state architecture supports repeatable manufacturing and automation, enabling Bloom to scale production efficiently as demand grows.

Innovation and Platform Advancement

Innovation remains central to Bloom’s strategy. During 2025 we advanced our platform in several areas aligned with emerging customer needs.

We refined load-following capabilities for grid-independent microgrids supporting data center environments. We continued development around emerging data center power architectures, including 800-volt direct current systems. We also expanded our work in carbon capture, heat capture, and hydrogen integration, creating additional pathways for efficiency improvements and decarbonization.

These innovations extend the capabilities of a common platform while leveraging shared engineering and manufacturing foundations.

Scaling Manufacturing and Reducing Cost

As demand accelerates, scaling our operations and manufacturing capacity is critical.

In 2025 we announced plans to expand manufacturing capacity to 2 gigawatts annually by the end of 2026. Our modular product architecture enables efficient scaling through automation, repeatable processes, and disciplined supply chain management.

At the same time, we remain focused on cost reduction. Bloom has delivered double-digit product cost reductions for many years while improving system performance and durability. That discipline remains central to our strategy as we scale.

Building for the Future

The power market has reached an inflection point. Demand is rising across industries while grid constraints and interconnection timelines are becoming more acute. These dynamics are accelerating the shift toward onsite and distributed generation.

Bloom entered this period with the right technology platform, manufacturing model, and commercial focus. Working as one team, the discipline and execution of our employees and leadership team demonstrated our ability to deliver at scale. Our strong performance in 2025 showed that we were ready for this moment.

Looking ahead to 2026, our priorities remain clear: continue to innovate and advance the technology, scale up manufacturing capacity, reduce product costs, meet and exceed customer timelines and performance requirements and become the standard for on-site power.

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

Most respectfully yours,

KR Sridhar

Founder, Chairman and Chief Executive Officer

Letter from Our Lead Independent Director and Compensation and Organizational Development Committee Chair

Dear Stockholder,

In my letter a year ago, I said the Board was excited to see Bloom’s impact on the energy transition in 2025 and beyond. With 2025 behind us, that impact is visible. Across the economy, electricity has become a gating factor for growth. Whether in AI data centers, advanced manufacturing or other critical infrastructure, power availability, speed (or time) to power and resiliency are increasingly determining where and how businesses can expand. Bloom was built for this moment. For the past twenty-five years, Bloom’s founder, Chairman and CEO, Dr. KR Sridhar built the Company with the conviction that clean, affordable and reliable onsite power would become essential to a digitizing and energy-intensive world. In the last year, the market moved decisively in that direction.

Bloom’s moment

The explosive demand for highly reliable power has highlighted the limitations of conventional centralized generation models – and as an alternative, Bloom’s onsite fuel cell power solutions give customers control over their power and requirements around its reliability, deployment timelines and cost. That matters in a market where power has become a core bottleneck to scaling digital infrastructure. Bloom’s value proposition is straightforward: deliver resilient power on the customer’s schedule.

And, the Company has the financial capacity to capitalize upon this explosive demand with its strong balance sheet. In 2025, the Company took deliberate steps to enhance its financial flexibility by closing a $2.2 billion, zero coupon convertible note offering and a $600 million senior secured multicurrency revolving credit facility. Bloom ended 2025 with $2.45 billion in cash. This additional liquidity will support the Company’s growth and help weather the externalities of the current volatile macro environment.

The Company’s achievements in 2025 did not happen without years of innovation, strategic foresight and execution excellence. It took Dr. Sridhar and his founding team nine years to get its solid oxide fuel cell to commercial production and fifteen years later, as of December 31, 2025, the Company has deployed more than 1.8GW with more than $6 billion in product backlog, securing orders with large hyperscalers and industrial companies, whose businesses require unparalleled resilient, reliable power performance. Twenty-five years of sustained investment in its fuel cell technology, supply chain, manufacturing automation and talent have positioned Bloom to meet this moment and deliver clean, affordable on-site power on the customers’ desired time schedule.

As someone who has spent decades investing in and working on energy and industrial technology, I believe Bloom’s solid-state platform is a meaningful/substantial differentiator. This is not legacy mechanical power generation repackaged for a new market. Bloom’s proven solid state fuel cell technology platform, now in its sixth generation, provides unmatched efficiency, reliability, and scalability and has allowed the Company to reduce costs by double digits every year while effectively innovating against emerging customer requirements. In 2025, Bloom further extended the advantages of its fuel cell platform with capabilities such as rapid load following for highly variable loads, combined heat and power for heat and cooling, carbon capture to enable near zero carbon power, and product readiness for 800 V DC data center architectures. Those extensions of the platform position Bloom for where the power market is going. The solid-state fuel cell platform also supports a differentiated manufacturing model, which allows Bloom to expand capacity with significantly lower capital investment than industrial era power equipment companies. That gives the Company the flexibility to scale manufacturing as demand develops while maintaining the speed to deploy reliable power when customers need it.

The importance of our founder, Chairman, and CEO

The Board believes that Bloom benefits from its founder-led leadership. Dr. Sridhar is not only the Company’s founder and CEO, but also its original product architect, and in my view, one of the clearest strategic thinkers in the distributed power industry. Having a CEO who can see technological solutions to issues, and not just professional management-type approaches, is a tremendous competitive advantage. Dr. Sridhar anticipated over a quarter century ago that electricity demand would outgrow the ability of centralized infrastructure alone to serve it, and he built Bloom with that vision in mind. He has demonstrated fortitude, resilience and leadership in building the Company as well as the operational rigor and cost discipline to deliver the scale and margins the Company delivered in 2025. Over the past several years, he and his team have advanced the fuel cell platform for AI, prepared operations to scale, and positioned the Company as a leader in onsite power. In the Board’s view, Dr. Sridhar’s combination of technical vision, operating rigor, cost discipline, and strong leadership is rare and continues to be one of Bloom’s greatest strengths. He has proven himself capable of spotting market changes and making directional moves to best enable the Company to emerge an industry leader in this time of rapid evolution in the energy industry.

Against this backdrop of 2025 achievements, I will now turn to compensation. In last year’s letter, I had indicated that one of the most important decisions the independent directors made in 2024 was to secure the continued services of Dr. Sridhar and incentivize him to secure large scale product adoption in light of the growing imbalance of demand and supply in the energy space and the evolving shift for firm, reliable onsite power.

The equity package that the independent directors approved in 2024 was designed to compensate Dr. Sridhar for readying Bloom to meet the emerging energy market dynamics, retain him to capture this moment and secure widespread product adoption through his continued leadership, and motivate him to achieve long-term enterprise value through a package highly aligned with pay-for-performance. In designing the 2024 equity package, the independent directors ensured that Dr. Sridhar’s ability to earn this equity compensation was tied to the Company’s achievement of critical financial metrics (Product Revenue Growth and Non-GAAP Gross Product Margin) and strategic targets (securing large AI data center wins) over a three-year period, so that Dr. Sridhar would only realize this compensation if the Company secured product adoption and delivered enterprise value.

Our 2025 results validate our 2024 equity compensation decision. In 2025, the Company achieved 41.1% product revenue growth, held gross margins steady, and secured large capacity orders with new hyperscaler and commercial and industrial customers. Dr. Sridhar’s equity package performed as desired. Although Dr. Sridhar’s 2024 equity package PSUs are not eligible to vest until the end of the three-year performance period, in this first year of the performance period the financial targets for one-third of this award were achieved at 300%, and he also vested in an additional performance award granted to him for securing a strategic initiative. In tandem with this performance, during 2025, the Company’s stock price increased 291%, and has continued to increase thus far in 2026. During 2025, Bloom’s market capitalization appreciated from approximately $6B to $40B. As a final note on compensation, in 2025, we aligned the long-term performance metrics applicable to equity grants of the other executives to those of Dr. Sridhar so that the entire executive leadership team is in lockstep on expected performance metrics.

We continue to plan ahead

The achievements of 2025 set the foundation for future growth. The Company’s technology and solutions began to win the support of the hyperscalers, AI adjacent and large industrial companies. In addition, large scale orders were secured, operational scaling and technical advancements were made and the balance sheet was significantly strengthened. More importantly, the changes in the power market that Dr. Sridhar earlier identified and aptly prepared the Company for have now crystallized and provide the Company with a tremendous opportunity to offer the best solutions to solve the generation and transmission shortages, win market share from legacy providers, and become the de facto standard for clean, reliable onsite power.

For many of our stockholders, we recognize that you have been on a long journey with Dr. Sridhar and we thank you for your continued conviction in the Company, the leadership team and the Board. Given our 2025 execution and the widening power availability gap, the Company’s opportunity for sustained, profitable growth is tangible. This extends beyond AI data centers to large scale commercial and industrial customers, international expansion and further expansion of the use cases for our fuel cell technology and its varied applications. I believe our best days are ahead of us.

As Chair of the Compensation Committee, I will continue to make sure that our leadership team is incentivized to secure this long-term profitable growth for the Company and its stockholders, and as Lead Independent Director, I will continue to make sure we have a strong functioning board with the right experience for strategic oversight and direction. Towards that end, in August of last year, Jim Snabe, the current Chairman of Siemens AG, was appointed as the tenth (10th) member of our Board. Mr. Snabe’s experience in large-scale organization, digital transformation, and helping companies navigate rapid evolutions in the industrial, energy, and digital landscape create an excellent fit with the Company’s current needs. Together with his governance, public policy and regulatory experience, he will provide strategic insight as Bloom expands internationally and scales to support growing demand for its fuel cell energy solutions.

In 2025, we continued our ongoing outreach program with our stockholders, listening to your input on executive compensation, governance, sustainability, our business, and many other topics. We appreciate having this direct dialogue and value the feedback. We look forward to continuing these discussions in 2026.

With my fellow Directors, we thank you again for your continued support of and investment in Bloom Energy. We will continue to do our utmost to bring value to you as our stockholders in 2026 and beyond during these transformative times.

Sincerely,

Jeffrey Immelt

Lead Independent Director and Compensation

and Organizational Development Committee Chair

Notice of Annual Stockholder Meeting

Items of Business

Your Vote is Very Important

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

By Order of the Board of Directors,

Shawn M. Soderberg

Chief Legal Officer and Corporate Secretary

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL MEETING TO BE HELD ON MAY 21, 2026. The Notice, Proxy Statement, and 2025 Annual Report on Form 10-K are available at www.proxyvote.com.

Cautionary Statement Regarding Forward-Looking and Other Statements

Certain statements in this Proxy Statement of Bloom Energy Corporation (also referred to as “Bloom,” “Bloom Energy,” “we,” “our,” “us,” or “Company”), other than statements of historical fact, including estimates, projections, statements relating to our business plans, objectives and expected operating results, statements regarding our environmental and other sustainability plans and goals, and the assumptions upon which those statements are based, are “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). In some cases, forward-looking statements may be identified by terms such as “believe,” “project,” “expect,” “anticipate,” “estimate,” “intend,” “strategy,” “future,” “opportunity,” “plan,” “may,” “should,” “will,” “would,” “will be,” “will continue,” “will likely result,” and similar expressions. Forward-looking statements are based on current expectations and assumptions that are subject to risks, uncertainties, and other factors, including those identified in our Annual Report on Form 10-K for the year ended December 31, 2025, filed with the U.S. Securities and Exchange Commission (“SEC”) on February 9, 2026 and other subsequent documents we file with the SEC, which may cause actual results and outcomes to differ materially from the forward-looking statements. We undertake no obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events, or otherwise. Website references throughout this document are provided for convenience only, and the content on the referenced websites is not incorporated by reference into this document.

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

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