Bloom Energy Corp

For the period ended Dec 31, 2025. Filed Apr 8, 2026.

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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.

Dec 31, 2025 · Filed Apr 8, 2026

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BE$173.24+3.4%Stored close · as of Nov 6, 2026

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Contents

8	Bloom Energy 2026 Proxy Statement

Letter from Our Chairman and CEO	1
Letter from Our Lead Independent Director and Compensation and Organizational Development Committee Chair	3
Notice of Annual Stockholder Meeting	6
Voting Roadmap and Vote Recommendations	9
Our Business and Strategy	10
	Mission and Values	10
	Our Strategy	11
	Solid Oxide Platform	12
	Our Products	13
	Year in Review	16
	Governance Highlights	18
Proposal 1 — Election of Four Class II Directors	23
	Our Nominees and Board of Directors	24
	How We Build an Effective Board	34
	Our Board’s Skills and Attributes	38
	Director Independence	41
Corporate Governance	43
	2025 Board Highlights and Accomplishments	43
	Our Board and Governance Structure	44
	Our Board’s Oversight Role and Responsibilities	53
	Board Engagement and Effectiveness	58
	Board Processes and Governance Policies	60
	Director Compensation	63
Our Executive Officers	66
	Senior Management Team	66
	Additional Key Executives	67
Proposal 2 — Non-binding Advisory Vote to Approve the Company's 2025 Named Executive Officer Compensation	68
	Compensation Discussion and Analysis	69
	Executive Summary	69
	Compensation Committee Report	93
	2025 Summary Compensation Table	94
	2025 Grants of Plan-Based Awards Table	95
	2025 Outstanding Equity Awards at Fiscal Year-End	96
	2025 Option Exercises and Stock Vested Table	98
	2025 Non-Qualified Deferred Compensation Table	99
	Pension Benefits	100
	Potential Payments on Termination or Change in Control	100
	Pay Ratio Disclosure	103
	Pay Versus Performance Table	104

Proposal 3 — Ratification of Appointment of Independent Registered Public Accounting Firm	108
	Our Decision to Engage Deloitte	108
	Principal Accountant Fees and Services	109
	Pre-Approval Policies and Procedures	109
	Audit Committee Report	110
Proposal 4 — Approval of an Amendment to Our Restated Certificate of Incorporation to Provide for Officer Exculpation as Permitted by Delaware Law	111
	Purpose and Effect of the Amendment	112
	Description of this Amendment	113
Proposal 5 — Approval of an Amendment to Our Restated Certificate of Incorporation to Remove Outdated References to Class B Common Stock	114
	Purpose and Effect of the Amendment	115
	Description of these Amendments	115
Other Information	117
	Security Ownership of Certain Beneficial Owners, Directors and Executive Officers	117
	Voting Agreements	119
	Delinquent Section 16(a) Reports	119
	Equity Compensation Plan Information	119
	Rule 14a-8 Stockholder Proposals	120
	Stockholder Nominations and Other Proposals	120
Annual Meeting Information	121
	Questions and Answers About These Proxy Materials, the Annual Meeting, and Voting	121
	Other Matters	126
Appendix A — Unaudited Reconciliations from GAAP to Non-GAAP	A-1

Frequently Requested Information
Director Biographies	24
Director Skills and Experience	35
Director Independence	41
Board Leadership Structure	44
Board Processes and Governance Policies	60
Director Compensation	63
Senior Management Team	66
Compensation Discussion and Analysis	69
2025 Summary Compensation Table	94
Security Ownership of Certain Beneficial Owners, Directors and Executive Officers	117

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