be-20260930

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

________________________________________________________________________

FORM 10-Q


(Mark One)
þ			QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 2026
or
¨			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from ____________to ____________

Commission File Number: 001-38598

________________________________________________________________________

BLOOM ENERGY CORPORATION

(Exact name of registrant as specified in its charter)

________________________________________________________________________


Delaware			77-0565408
(State or other jurisdiction of incorporation or organization)			(I.R.S. Employer Identification No.)

4353 North First Street, San Jose, California			95134
(Address of principal executive offices)			(Zip Code)

(408) 543-1500
(Registrant’s telephone number, including area code)


Securities registered pursuant to Section 12(b) of the Act:
Title of Each Class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, $0.0001 par value	BE	New York Stock Exchange

_______________________________________________________________________________________________________________________

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes þ No ¨

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes þ No ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer þ Accelerated filer ¨ Non-accelerated filer ¨ Smaller reporting company ¨ Emerging growth company ¨

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ¨ No þ

The number of shares of the registrant’s common stock outstanding as of October 19, 2026 was as follows:

Common Stock, $0.0001 par value, 295,656,689 shares

Bloom Energy Corporation

Quarterly Report on Form 10-Q for the Three and Nine Months Ended September 30, 2026

Table of Contents


			Page
PART I—FINANCIAL INFORMATION
Item 1—Financial Statements (unaudited)			3
Condensed Consolidated Balance Sheets			3
Condensed Consolidated Statements of Operations			4
Condensed Consolidated Statements of Comprehensive Income (Loss)			5
Condensed Consolidated Statements of Changes in Stockholders’ Equity			6
Condensed Consolidated Statements of Cash Flows			8
Notes to Unaudited Condensed Consolidated Financial Statements			9
Item 2—Management’s Discussion and Analysis of Financial Condition and Results of Operations			39
Item 3—Quantitative and Qualitative Disclosures About Market Risk			54
Item 4—Controls and Procedures			54

PART II—OTHER INFORMATION
Item 1—Legal Proceedings			55
Item 1A—Risk Factors			55
Item 2—Unregistered Sales of Equity Securities and Use of Proceeds			55
Item 3—Defaults Upon Senior Securities			55
Item 4—Mine Safety Disclosures			55
Item 5—Other Information			55
Item 6—Exhibits			56

Signatures			57

Unless the context otherwise requires, the terms “we,” “us,” “our,” “Bloom Energy,” “Bloom” and the “Company” each refer to Bloom Energy Corporation and all of its subsidiaries.

PART I—FINANCIAL INFORMATION

ITEM 1—FINANCIAL STATEMENTS

Bloom Energy Corporation

Condensed Consolidated Balance Sheets

(in thousands, except share data)

(unaudited)


	September 30,		December 31,
	2026		2025

Assets
Current assets:
Cash and cash equivalents1	$	2,486,702	$	2,454,108
Restricted cash	852		1,973
Accounts receivable, less allowance for credit losses of $2,998 and $460 as of September 30, 2026 and December 31, 2025, respectively1, 2	634,743		371,796
Contract assets3	792,833		178,928
Inventories1	927,670		643,306
Deferred cost of revenue10	95,743		30,651
Customer consideration asset13	90,967		—
Prepaid expenses and other current assets1, 4	178,244		49,805
Total current assets	5,207,754		3,730,567
Property, plant and equipment, net1	539,726		398,507
Investments in unconsolidated affiliates11	28,236		10,037
Operating lease right-of-use assets1	99,947		108,541
Restricted cash	20,592		25,499
Contract assets5	65,813		62,258
Deferred cost of revenue	21,867		4,099
Customer consideration asset13	215,533		—
Other long-term assets1, 6	372,115		57,203
Total assets	$	6,571,583	$	4,396,711
Liabilities and stockholders’ equity
Current liabilities:
Accounts payable1	$	493,033	$	203,129
Accrued warranty7	70,267		20,013
Accrued expenses and other current liabilities1, 8	479,782		222,254
Deferred revenue and customer deposits9	278,985		100,975
Operating lease liabilities1	24,022		22,000
Financing obligations	42,783		51,308

Non-recourse debt1	2,950		4,153
Total current liabilities	1,391,822		623,832
Deferred revenue and customer deposits	475,395		42,840
Operating lease liabilities1	96,509		106,935
Financing obligations	142,212		192,460
Recourse debt	2,473,499		2,613,726

Deferred profit in transactions with unconsolidated affiliates12	20,062		13,928
Other long-term liabilities	8,974		10,027
Total liabilities	$	4,608,473	$	3,603,748
Commitments and contingencies (Note 12)
Stockholders’ equity:
Common stock: 0.0001 par value; 600,000,000 shares authorized, and 295,537,217 shares and 280,045,459 shares issued and outstanding, at September 30, 2026 and December 31, 2025, respectively14	30		28
Additional paid-in capital	5,403,998		4,755,965
Accumulated other comprehensive loss	(457)		(369)
Accumulated deficit	(3,470,694)		(3,986,983)
Total stockholders’ equity attributable to common stockholders	1,932,877		768,641
Noncontrolling interest	30,233		24,322
Total stockholders’ equity	$	1,963,110	$	792,963
Total liabilities and stockholders’ equity	$	6,571,583	$	4,396,711

1 We have a variable interest entity related to a joint venture in the Republic of Korea (see Note 11—Related Party Transactions in 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 $195.5 million and $151.9 million as of September 30, 2026, and December 31, 2025, respectively.

3 Including amounts from related parties of $73.7 million and $3.0 million as of September 30, 2026, and December 31, 2025, respectively.

4 There was no related party balance as of September 30, 2026. Including amount from related parties of $1.2 million as of December 31, 2025.

5 Including amounts from related parties of $51.7 million and $48.8 million as of September 30, 2026, and December 31, 2025, respectively.

6 There was no related party balance as of September 30, 2026. Including amount from related parties of $6.0 million as of December 31, 2025.

7 Including amounts from related parties of $5.0 million and $0.8 million as of September 30, 2026, and December 31, 2025, respectively.

8 Including amounts from related parties of $2.1 million and $0.04 million as of September 30, 2026, and December 31, 2025, respectively.

9 Including amounts from related parties of $8.1 million and $6.9 million as of September 30, 2026, and December 31, 2025, respectively.

10 Including amount from related parties of $20.5 million as of September 30, 2026. There was no related party balance as of December 31, 2025.

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

12 Represent the excess of unrealized profit from sales to the Fund JVs over the carrying value of the related equity‑method investments (see Note 7—Investments in Unconsolidated Affiliates in this Quarterly Report on Form 10-Q).

13 Represent related party upfront share‑based consideration payable to a customer’s customer (see Note 3 — Revenue Recognition in this Quarterly Report on Form 10-Q).

14 On May 27, 2026, the Company filed with the Delaware Secretary of State a Certificate of Second Amendment to its Restated Certificate of Incorporation which (among other things) renamed its Class A common stock as common stock and eliminated outdated references to Class B common stock. Prior to such amendment, the Company had 470,092,742 shares of Class B common stock authorized, but as of December 31, 2025, no such shares were issued or outstanding. References in this Quarterly Report on Form 10-Q to Class A common stock have been updated to refer to common stock.

The accompanying notes are an integral part of these condensed consolidated financial statements.

Bloom Energy Corporation

Condensed Consolidated Statements of Operations

(in thousands, except per share data)

(unaudited)


	Three Months Ended				Nine Months Ended
	September 30,				September 30,
	2026		2025		2026		2025

Revenue:
Product	$	1,073,610	$	384,314	$	2,662,371	$	892,794
Installation	84,855		65,773		161,764		136,796
Service	67,557		58,607		198,459		166,604
Electricity	9,815		10,354		29,662		50,117
Total revenue1	1,235,837		519,048		3,052,256		1,246,311
Cost of revenue:
Product	666,978		249,794		1,690,167		588,113
Installation	88,954		59,921		176,863		131,460
Service	55,508		51,834		165,320		154,100
Electricity	7,293		5,824		21,686		25,133
Total cost of revenue	818,733		367,373		2,054,036		898,806
Gross profit	417,104		151,675		998,220		347,505
Operating expenses:
Research and development	64,146		48,724		179,868		130,104
Sales and marketing	52,409		41,995		133,893		88,326
General and administrative2	75,100		53,110		204,583		143,802
Total operating expenses	191,655		143,829		518,344		362,232
Income (loss) from operations	225,449		7,846		479,876		(14,727)
Interest income	22,129		5,292		63,611		20,468
Interest expense3	(7,525)		(14,390)		(25,035)		(43,241)
Equity in loss of unconsolidated affiliates4	(2,897)		(19,599)		(15,553)		(19,599)
Other income (expense), net	12,627		(1,362)		21,131		3,059
Loss on extinguishment of debt	—		—		—		(32,340)

Gain (loss) on revaluation of embedded derivatives	10		(411)		225		(402)
Income (loss) before income taxes	249,793		(22,624)		524,255		(86,782)
Income tax provision	817		336		2,732		1,784
Net income (loss)	248,976		(22,960)		521,523		(88,566)
Less: Net (loss) income attributable to noncontrolling interest	(1,295)		133		4,309		960
Net income (loss) attributable to common stockholders	$	250,271	$	(23,093)	$	517,214	$	(89,526)
Net earnings (loss) per share available to common stockholders:
Basic	$	0.85	$	(0.10)	$	1.80	$	(0.38)
Diluted	$	0.78	$	(0.10)	$	1.64	$	(0.38)
Weighted average shares used to compute net earnings (loss) per share available to common stockholders:
Basic	294,757		234,931		287,970		232,579
Diluted	324,289		234,931		323,307		232,579

1 Including related party revenue of $321.6 million and $697.7 million for the three and nine months ended September 30, 2026, respectively, and $288.0 million and $317.8 million for the three and nine months ended September 30, 2025, respectively.

2 There were no related party general and administrative expenses for the three and nine months ended September 30, 2026. 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.

3 There were no related party interest expense for the three and nine months ended September 30, 2026. Including related party interest expense of $0.1 million for the nine months ended September 30, 2025. Related party interest expense for the three months ended September 30, 2025, was inconsequential.

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

The accompanying notes are an integral part of these condensed consolidated financial statements.

Bloom Energy Corporation

Condensed Consolidated Statements of Comprehensive Income (Loss)

(in thousands)

(unaudited)


	Three Months Ended				Nine Months Ended
	September 30,				September 30,
	2026		2025		2026		2025

Net income (loss)	$	248,976	$	(22,960)	$	521,523	$	(88,566)
Other comprehensive income (loss), net of taxes:
Foreign currency translation adjustment	2,051		(946)		1,491		2,118
Other comprehensive income (loss), net of taxes	2,051		(946)		1,491		2,118
Comprehensive income (loss)	251,027		(23,906)		523,014		(86,448)
Less: Comprehensive income (loss) attributable to noncontrolling interest	1,560		(440)		5,911		1,664
Comprehensive income (loss) attributable to common stockholders	$	249,467	$	(23,466)	$	517,103	$	(88,112)

The accompanying notes are an integral part of these condensed consolidated financial statements.

Bloom Energy Corporation

Condensed Consolidated Statements of Changes in Stockholders’ Equity

(in thousands, except share data)

(unaudited)


	Three Months Ended September 30, 2026
	Common Stock			Additional Paid-In Capital		Accumulated Other Comprehensive Income (Loss)		Accumulated Deficit		Total Equity Attributable to Common Stockholders		Noncontrolling Interest		Total Stockholders’ Equity
	Shares	Amount
Balances at June 30, 2026	293,354,001	$	29	$	5,332,587	$	347	$	(3,720,965)	$	1,611,998	$	28,673	$	1,640,671
Issuance of restricted stock awards	816,783	1		—		—		—		1		—		1
ESPP purchase	166,063	—		8,971		—		—		8,971		—		8,971
Exercise of stock options	81,125	—		1,810		—		—		1,810		—		1,810
Stock-based compensation	—	—		56,300		—		—		56,300		—		56,300


Conversions of the Green Notes (Note 8)	1,119,245	—		4,850		—		—		4,850		—		4,850
Share-based consideration payable to customer’s customer (Note 3)	—	—		(520)		—		—		(520)		—		(520)

Foreign currency translation adjustment	—	—		—		(804)		—		(804)		2,855		2,051
Net income (loss)	—	—		—		—		250,271		250,271		(1,295)		248,976
Balances at September 30, 2026	295,537,217	$	30	$	5,403,998	$	(457)	$	(3,470,694)	$	1,932,877	$	30,233	$	1,963,110



	Three Months Ended September 30, 2025
	Common Stock			Additional Paid-In Capital		Accumulated Other Comprehensive Loss		Accumulated Deficit		Total Equity Attributable to Common Stockholders		Noncontrolling Interest		Total Stockholders’ Equity
	Shares	Amount
Balances at June 30, 2025	233,661,168	$	23	$	4,560,346	$	(806)	$	(3,964,982)	$	594,581	$	24,849	$	619,430
Issuance of restricted stock awards	634,737	1		—		—		—		1		—		1
ESPP purchase	443,322	—		4,937		—		—		4,937		—		4,937
Exercise of stock options	1,479,996	—		37,416		—		—		37,416		—		37,416
Stock-based compensation	—	—		37,371		—		—		37,371		—		37,371
Conversion of 2.5% Green Convertible Senior Notes due August 2025 to common stock	137,606	—		2,230		—		—		2,230		—		2,230
Foreign currency translation adjustment	—	—		—		(373)		—		(373)		(573)		(946)
Net (loss) income	—	—		—		—		(23,093)		(23,093)		133		(22,960)
Balances at September 30, 2025	236,356,829	$	24	$	4,642,300	$	(1,179)	$	(3,988,075)	$	653,070	$	24,409	$	677,479


	Nine Months Ended September 30, 2026
	Common Stock			Additional Paid-In Capital		Accumulated Other Comprehensive Loss		Accumulated Deficit		Total Equity Attributable to Common Stockholders		Noncontrolling Interest		Total Stockholders’ Equity
	Shares	Amount
Balances at December 31, 2025	280,045,459	$	28	$	4,755,965	$	(369)	$	(3,986,983)	$	768,641	$	24,322	$	792,963
Issuance of restricted stock awards	3,849,222	1		—		—		—		1		—		1
ESPP purchase	810,714	—		17,044		—		—		17,044		—		17,044
Exercise of stock options	881,422	—		16,896		—		—		16,896		—		16,896
Stock-based compensation	—	—		156,710		—		—		156,710		—		156,710
Accrued dividend	—	—		—		—		(994)		(994)		—		(994)
Legal reserve	—	—		—		—		92		92		—		92
Conversions of the Green Notes (Note 8)	7,796,169	1		149,481		—		—		149,482		—		149,482
Share-based consideration payable to customer’s customer (Note 3)	—	—		307,902		—		—		307,902		—		307,902
Issuance of common stock upon warrant exercise, including incremental shares (cashless) (Note 3)	2,154,231	—		—		—		—		—		—		—
Foreign currency translation adjustment	—	—		—		(88)		(23)		(111)		1,602		1,491
Net income	—	—		—		—		517,214		517,214		4,309		521,523
Balances at September 30, 2026	295,537,217	$	30	$	5,403,998	$	(457)	$	(3,470,694)	$	1,932,877	$	30,233	$	1,963,110



	Nine Months Ended September 30, 2025
	Common Stock			Additional Paid-In Capital		Accumulated Other Comprehensive Loss		Accumulated Deficit		Total Equity Attributable to Common Stockholders		Noncontrolling Interest		Total Stockholders’ Equity
	Shares	Amount
Balances at December 31, 2024	229,142,474	$	23	$	4,462,659	$	(2,593)	$	(3,897,618)	$	562,471	$	22,745	$	585,216
Issuance of restricted stock awards	4,358,653	1		—		—		—		1		—		1
ESPP purchase	1,073,929	—		11,354		—		—		11,354		—		11,354
Exercise of stock options	1,644,167	—		38,680		—		—		38,680		—		38,680
Stock-based compensation	—	—		99,130		—		—		99,130		—		99,130
Accrued dividend	—	—		—		—		(1,024)		(1,024)		—		(1,024)
Legal reserve	—	—		—		—		93		93		—		93
Premium on convertible debt	—	—		28,247		—		—		28,247		—		28,247
Conversion of 2.5% Green Convertible Senior Notes due August 2025 to common stock	137,606	—		2,230		—		—		2,230		—		2,230
Foreign currency translation adjustment	—	—		—		1,414		—		1,414		704		2,118
Net (loss) income	—	—		—		—		(89,526)		(89,526)		960		(88,566)
Balances at September 30, 2025	236,356,829	$	24	$	4,642,300	$	(1,179)	$	(3,988,075)	$	653,070	$	24,409	$	677,479

The accompanying notes are an integral part of these condensed consolidated financial statements.

Bloom Energy Corporation

Condensed Consolidated Statements of Cash Flows

(in thousands)

(unaudited)


	Nine Months Ended
	September 30,
	2026		2025


Cash flows from operating activities:
Net income (loss)	$	521,523	$	(88,566)
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:
Depreciation and amortization	40,830		37,382
Non-cash lease expense	25,888		24,509
Equity in loss of unconsolidated affiliates	15,553		19,599




Stock-based compensation expense	157,641		96,593
Amortization of debt issuance costs	9,978		5,537
Loss on extinguishment of debt	—		32,340

Net gain on failed sale-and-leaseback transactions	(22,927)		(827)
Share-based consideration payable to customer’s customer (Note 3)12	1,402		—
Allowance for credit losses	3,080		340
Inventory reserve and asset impairments	3,143		21,846
Unrealized foreign currency exchange loss (gain)	1,391		(2,092)
Other11	879		452
Changes in operating assets and liabilities:
Accounts receivable1	(264,825)		(75,681)
Contract assets2	(618,002)		(113,722)
Inventories	(285,458)		(179,162)
Deferred cost of revenue3	(82,697)		34,409
Prepaid expenses and other current assets4	(128,439)		1,461

Other long-term assets5	(274,668)		1,728
Operating lease right-of-use assets and operating lease liabilities	(25,699)		(25,235)
Financing lease liabilities	469		1,188
Accounts payable	285,086		76,175
Accrued warranty6	50,254		(1,877)
Accrued expenses and other current liabilities7	248,149		27,723
Deferred revenue and customer deposits8	610,565		(198,100)
Deferred profit with equity method investees and other long-term liabilities9	(221)		(144)
Net cash provided by (used in) operating activities	272,895		(304,124)
Cash flows from investing activities:
Purchase of property, plant and equipment	(231,310)		(33,805)
Proceeds from sale of property, plant and equipment	187		76
Investments in unconsolidated affiliates10	(26,577)		(24,570)


Net cash used in investing activities	(257,700)		(58,299)
Cash flows from financing activities:

Payment of debt issuance costs	(787)		(3,348)
Repayment of debt	(1,347)		—

Repayment of financing obligations	(17,195)		(8,404)
Proceeds from issuance of common stock	33,941		50,035
Dividend paid	(925)		(947)
Other	(38)		150
Net cash provided by financing activities	13,649		37,486
Effect of exchange rate changes on cash, cash equivalent, and restricted cash	(2,278)		981
Net increase (decrease) in cash, cash equivalents, and restricted cash	26,566		(323,956)
Cash, cash equivalents, and restricted cash:
Beginning of period	2,481,580		950,971
End of period	$	2,508,146	$	627,015

Supplemental disclosure of cash flow information:
Cash paid during the period for interest	$	14,635	$	30,576
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows from operating leases	25,699		24,979
Operating cash flows from finance leases	326		256
Cash paid during the period for income taxes	5,689		1,122
Non-cash investing and financing activities:
Liabilities recorded for property, plant and equipment, net	$	18,138	$	2,266
Derecognition of financing obligations	42,635		—
Recognition of operating lease right-of-use asset during the year-to-date period	7,867		3,878
Recognition of finance lease right-of-use asset during the year-to-date period	452		1,162
Unfunded investment commitment (Note 11)13	1,438		720

Conversions of the Green Notes (Note 8)	149,481		2,230
Premium on convertible debt	—		28,247
Face value of 2.5% Green Convertible Senior Notes due August 2025 exchanged	—		112,769
Face value of additional 3.0% Green Notes due June 2029 issued in the Debt Exchange	—		115,725

1 Including changes in related party balances of $43.6 million and $55.0 million for the nine months ended September 30, 2026 and 2025, respectively.

2 Including changes in related party balances of $73.7 million and $87.4 million for the nine months ended September 30, 2026 and 2025, respectively.

3 Including changes in related party balances of $20.5 million for the nine months ended September 30, 2026. There were no changes in related party balances for the nine months ended September 30, 2025.

4 Including changes in related party balances of $1.2 million and $1.2 million for the nine months ended September 30, 2026 and 2025, respectively.

5 Including changes in related party balances of $6.0 million and $8.8 million for the nine months ended September 30, 2026 and 2025, respectively.

6 Including changes in related party balances of $4.2 million and $1.2 million for the nine months ended September 30, 2026 and 2025, respectively.

7 Including changes in related party balances of $2.0 million and $0.5 million for the nine months ended September 30, 2026 and 2025, respectively.

8 Including changes in related party balances of $1.2 million and $12.2 million for the nine months ended September 30, 2026 and 2025, respectively.

9 Including changes in related party balances of $6.1 million for the nine months ended September 30, 2026. There were no changes in related party balances for the nine months ended September 30, 2025.

10 Represent related party investments in unconsolidated affiliates (see Note 7—Investments in Unconsolidated Affiliates in this Quarterly Report on Form 10-Q).

11 Includes $1.0 million related party distributions received from unconsolidated affiliates for the nine months ended September 30, 2026 (see Note 7—Investments in Unconsolidated Affiliates in this Quarterly Report on Form 10-Q).

12 Represent related party consideration payable to customer’s customer (see Note 3—Revenue Recognition in this Quarterly Report on Form 10-Q).

13 Represents related party unfunded investment commitment pertaining to unconsolidated affiliates (see Note 7—Investments in Unconsolidated Affiliates in this Quarterly Report on Form 10-Q).

The accompanying notes are an integral part of these condensed consolidated financial statements.

Bloom Energy Corporation

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, 2025 (the “2025 Form 10-K”).

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, Liquidity and Basis of Presentation, section Nature of Business in our 2025 Form 10-K.

Liquidity

We generated $272.9 million of positive operating cash flow and $479.9 million of operating income for the nine months ended September 30, 2026. As of September 30, 2026, we had $2,473.5 million and $3.0 million of total outstanding recourse and non-recourse debt, respectively, $3.0 million and $2,473.5 million of which was classified as short-term debt and long-term debt, respectively. As of December 31, 2025, we had $2,613.7 million and $4.2 million of total outstanding recourse and non-recourse debt, respectively, $4.2 million and $2,613.7 million of which was classified as short-term debt and long-term debt, respectively.

For information regarding our prior issuances of convertible debt, related exchange and extinguishment transactions, and our entry into a senior secured multicurrency revolving credit facility (the “Revolving Credit Facility”), refer to Part I, Item 1, Note 8—Outstanding Loans and Security Agreements in this Quarterly Report on Form 10-Q and Part II, Item 8, Note 1—Nature of Business, Liquidity and Basis of Presentation, section Liquidity in our 2025 Form 10-K.

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, our purchase commitments with suppliers and third-party manufacturers, 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 buildup 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.

The One Big Beautiful Bill Act

For information on the One Big Beautiful Bill Act (the “OBBBA”) signed into law on July 4, 2025, and its impact on our business, see Part II, Item 8, Note 1—Nature of Business, Liquidity and Basis of Presentation, section The One Big Beautiful Bill Act in our 2025 Form 10-K.

Basis of Presentation

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

Principles of Consolidation

For information on the principles of consolidation, see Part II, Item 8, Note 1—Nature of Business, Liquidity and Basis of Presentation, section Principles of Consolidation in our 2025 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 2025 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. Revenue generated in the U.S. represented 97% and 93% of total revenue for the three and nine months ended September 30, 2026, respectively. For the three and nine months ended September 30, 2025, revenue in the U.S. was 92% and 72%, respectively, of our total revenue.

Credit Risk—As of September 30, 2026, three customers*, the first of which was our related party (see Note 11—Related Party Transactions in this Quarterly Report on Form 10-Q), accounted for approximately 31%, 24%, and 15% of accounts receivable. As of December 31, 2025, three customers*, the first of which was our related party (see Note 11—Related Party Transactions in this Quarterly Report on Form 10-Q), accounted for approximately 41%, 17%, and 15% 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, 2026, revenue from two customers*, the second of which is our related party (see Note 11—Related Party Transactions in this Quarterly Report on Form 10-Q), accounted for approximately 43% and 26% of our total revenue. During the nine months ended September 30, 2026, revenue from two customers*, the second of which is our related party, accounted for approximately 43% and 23% of our total revenue.

During the three months ended September 30, 2025, one customer*, which is our related party (see Note 11—Related Party Transactions in this Quarterly Report on Form 10-Q), represented approximately 55% of our total revenue. During the nine months ended September 30, 2025, three customers*, the first of which was our related party, represented approximately 23%, 19% and 15% of our total revenue.

*Definition of “customer.” For purposes of the concentration of risk disclosure, “customer” refers to the contractual counterparty to which we sell our products and fulfil installation obligations, which in certain transactions may be a project‑finance affiliate rather than the ultimate end user of the products. See Note 7—Investments in Unconsolidated Affiliates for additional information regarding the Brookfield‑affiliated financing framework structure.

2. Summary of Significant Accounting Policies

Refer to the accounting policies described in Part II, Item 8, Note 2—Summary of Significant Accounting Policies in our 2025 Form 10-K.

Equity Method Accounting for Investments in Unconsolidated Affiliates

The distribution rights and priorities set forth in the LLC agreements governing the unconsolidated affiliates differ from Bloom’s underlying percentage ownership interests in those entities. Accordingly, we allocate income or loss from the unconsolidated affiliates using the hypothetical liquidation at book value (“HLBV”) method, which is an acceptable application of the equity method of accounting under Accounting Standards Codification (“ASC”) 323, Investments—Equity Method and Joint Ventures (“ASC 323”) when contractual cash distribution provisions differ from stated ownership percentages.

Due to the timing of receipt of the unconsolidated affiliates’ financial information, we apply the equity method on a one-quarter reporting lag. Bloom monitors the unconsolidated affiliates for material intervening events during the lag period, and any such events are evaluated and, if necessary, disclosed or reflected in the current reporting period. Management believes that the use of this reporting lag is reasonable and does not materially affect our condensed consolidated results of operations.

Under the HLBV method, at each reporting date, we calculate the amount we would receive if each unconsolidated affiliate were to liquidate all of its assets at their U.S. GAAP book values and distribute the resulting proceeds to creditors and members in accordance with the liquidation priorities set forth in the governing LLC agreement. Our share of income or loss from each unconsolidated affiliate for the period equals the change in our calculated liquidation claim between the beginning and end of the reporting period, adjusted for capital contributions and distributions during the period. The resulting equity method income or loss is presented as a single line item, Equity in earnings (loss) of unconsolidated affiliates, in our condensed consolidated statements of operations.

Key inputs to the HLBV calculation include each unconsolidated affiliates’ U.S. GAAP net income or loss, taxable income or loss, book and tax depreciation, Section 704(b) capital account balances, capital contributions and distributions, transferable investment tax credits, and target returns and liquidation priorities specified in the governing LLC agreements. Changes in any of these inputs could have a significant impact on the amount we would be entitled to receive upon a hypothetical liquidation and, consequently, on our equity in earnings or loss from the unconsolidated affiliates.

Unconsolidated affiliates are represented by Fund JVs (see Note 7—Investments in Unconsolidated Affiliates in this Quarterly Report on Form 10-Q). Management periodically evaluates whether changes in governance rights, ownership levels or contractual arrangements require reconsideration of consolidation or equity-method conclusions.

Distributions Received From Unconsolidated Affiliates

We use the “cumulative earnings” approach to classify distributions received from unconsolidated affiliates in our condensed consolidated statements of cash flows. Under this method, distributions received from unconsolidated affiliates are included in our condensed consolidated statements of cash flows as operating activities, unless cumulative distributions exceed our share of cumulative equity in the investee’s net earnings. In such cases, the excess distributions are considered returns of investment and are classified as investing activities.

For a complete discussion of our accounting policies, refer to Part II, Item 8, Note 2—Summary of Significant Accounting Policies in our 2025 Form 10-K.

Recovery of Previously Paid Tariffs

We account for potential recoveries of previously paid import tariffs by applying the loss recovery model by analogy to ASC 410-30, Asset Retirement and Environmental Obligations—Environmental Obligations (“ASC 410‑30”). Consistent with ASC 410-30, which references the probability threshold in ASC 450-20, Loss Contingencies, we recognize a receivable for tariff refunds when recovery is deemed probable and the amount can be reasonably estimated. The recognized receivable is limited to the amount of tariff costs previously recognized in the condensed consolidated statements of operations. We do not recognize amounts in excess of such previously recognized costs.

We evaluate the probability of recovery based on all available evidence, including the status of refund processes, legal developments, and our intent and ability to pursue claims. If recovery is not considered probable, no asset is recorded. We reassess this conclusion each reporting period.

Recently Issued Accounting Pronouncements

Accounting Guidance Not Yet Adopted

In September 2026, the Financial Accounting Standards Board (the “FASB”) issued Accounting Standards Update (“ASU”) 2026-03, Fair Value Measurement (Topic 820): Investment Companies with Equity Securities Subject to Contractual Sale Restrictions (“ASU 2026-03”). This guidance provides an exception to certain fair value measurement requirements for investment companies within the scope of ASC 946 by requiring contractual sale restrictions to be considered when measuring the fair value of equity securities and by requiring related disclosures. The amendments are effective for annual reporting periods beginning after December 15, 2027, including interim periods within those annual reporting periods, with early adoption permitted. The Company has concluded that ASU 2026-03 is not applicable to its condensed consolidated financial statements.

In May 2026, the FASB issued ASU 2026-02, Environmental Credits and Environmental Credit Obligations (Topic 818) (“ASU 2026-02”). This guidance establishes a comprehensive model for the recognition, measurement, presentation, and disclosure of environmental credits and environmental credit obligations. The amendments are intended to improve comparability and transparency by reducing diversity in practice related to accounting for these arrangements. The standard is effective for fiscal years beginning after December 15, 2027, including interim periods within those fiscal years, with early

adoption permitted. The Company is evaluating ASU 2026-02 guidance and does not currently expect it to have a material impact on its condensed consolidated financial statements.

In April 2026, the FASB issued ASU 2026-01, Equity (Topic 505): Initial Measurement of Paid-in-Kind Dividends on Equity-Classified Preferred Stock (“ASU 2026-01”). This guidance requires entities to initially measure paid-in-kind (“PIK”) dividends on equity-classified preferred stock based on the dividend rate specified in the related agreement applied to the instrument’s liquidation preference. The amendments are intended to improve comparability by reducing diversity in practice related to the measurement of such dividends and do not affect the timing of recognition. The standard is effective for fiscal years beginning after December 15, 2026, including interim periods within those fiscal years, with early adoption permitted. The Company is evaluating ASU 2026-01 guidance and does not currently expect it to have a material impact on its condensed consolidated financial statements.

Refer to the other 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 2025 Form 10-K. Based on our ongoing evaluation, we do not expect the adoption of new accounting guidance to have a material impact on our condensed consolidated financial statements.

Recently Released Accounting Standards Adopted by the Company

In December 2025, the FASB issued ASU 2025-10, Government Grants (Topic 832): Accounting for Government Grants Received by Business Entities (“ASU 2025-10”). This update provides authoritative guidance on the recognition, measurement, and presentation of government grants received by business entities, an area previously lacking in U.S. GAAP. The amendments define government grants, establish recognition criteria, and require disclosures about the nature of grants, accounting policies applied, and significant terms and conditions. The amendments are effective for public business entities for annual periods beginning after December 15, 2028, with early adoption permitted. We elected to early adopt this standard as of January 1, 2026 (the beginning of our 2026 annual reporting period), using the modified prospective basis. We made an accounting policy election to account for nonrefundable, transferable tax credits related to assets as a government grant and present the credit separately as deferred income. The deferred income is amortized into Other Income (Expense), net over the useful life of the asset generating such credits. Consistent with this election, we account for the transferable tax credits generated from our investments in unconsolidated affiliates as part of our overall equity method pickup consistent with all other items of income or loss reported in the unconsolidated affiliates’ financial statements. To the extent that the accounting policy for transferable tax credits is different from the unconsolidated affiliates, we will recast the unconsolidated affiliates’ financial statements when calculating our equity method income or loss. There were no material impacts to our reported financial position, results of operations, or cash flows resulting from the adoption of this new accounting pronouncement. This standard has no impact on any prior periods presented in our condensed consolidated financial statements.

In July 2025, the FASB issued ASU 2025-05, Financial Instruments-Credit Losses (Topic 326): Measurement of Credit Losses for Accounts Receivable and Contract Assets (“ASU 2025-05”). This update 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 (“ASC 606”). Under the practical expedient, when developing reasonable and supportable forecasts 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. ASU 2025‑05 is effective for annual reporting periods beginning after December 15, 2025, including interim periods within those annual reporting periods. We adopted ASU 2025‑05 in the first quarter of 2026. There were no material impacts to our reported financial position, results of operations, or cash flows resulting from the adoption of this new accounting pronouncement.

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):


	September 30,		December 31,
	2026		2025

Accounts receivable	$	634,743	$	371,796
Contract assets	858,646		241,186
Customer deposits	661,354		78,207
Deferred revenue	93,026		65,608

Accounts receivable and contract assets increased by $262.9 million and $617.5 million, respectively, for the nine months ended September 30, 2026, primarily due to higher revenue volume, increased project activity driven by growing demand for our products and installation services, and the timing of billing milestones.

The increase in customer deposits of $583.1 million for the nine months ended September 30, 2026, was primarily driven by receipt of new deposits associated with recently executed customer agreements and milestone payments on ongoing projects, partially offset by certain deposits becoming non-refundable and reclassified to deferred revenue.

For additional information on contract assets and liabilities, see Part II, Item 8, Note 3—Revenue Recognition, section Contract Balances in our 2025 Form 10-K.

Contract Assets


	Three Months Ended				Nine Months Ended
	September 30,				September 30,
	2026		2025		2026		2025

Beginning balance	$	428,298	$	129,798	$	241,186	$	145,162
Transferred to accounts receivable from contract assets recognized at the beginning of the period	(33,539)		(31,638)		(108,584)		(99,699)
Revenue recognized and not billed as of the end of the period	463,887		160,724		726,044		213,421

Ending balance	$	858,646	$	258,884	$	858,646	$	258,884

Deferred Revenue

Deferred revenue activity during the three and nine months ended September 30, 2026 and 2025, consisted of the following (in thousands):


	Three Months Ended				Nine Months Ended
	September 30,				September 30,
	2026		2025		2026		2025

Beginning balance	$	84,478	$	56,172	$	65,608	$	66,304
Additions	1,147,259		331,487		2,447,700		862,407
Revenue recognized	(1,138,711)		(333,984)		(2,420,282)		(875,036)
Ending balance	$	93,026	$	53,675	$	93,026	$	53,675

For additional information on deferred revenue, see Part II, Item 8, Note 3—Revenue Recognition, section Deferred Revenue in our 2025 Form 10-K.

As of September 30, 2026, and December 31, 2025, we have unsatisfied performance obligations of $661.2 million and $394.4 million, respectively, 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. Revenue related to site restoration services of $3.3 million as of September 30, 2026 will be recognized upon completion of the related services following the end of the 15-year contractual service term. In addition, as of September 30, 2026, and December 31, 2025, we had unsatisfied performance obligations of $56.2 million and $25.0 million, respectively, related mainly to deferred service

contracts which we expect to recognize over the remaining contractual terms ranging from 1 to 25 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.

Disaggregated Revenue

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


	Three Months Ended				Nine Months Ended
	September 30,				September 30,
	2026		2025		2026		2025

Revenue from contracts with customers:
Product revenue	$	1,073,610	$	384,314	$	2,662,371	$	892,794
Installation revenue	84,855		65,773		161,764		136,796
Service revenue	67,557		58,607		198,459		166,604
Electricity revenue	5,006		4,637		15,581		32,655
Total revenue from contract with customers	1,231,028		513,331		3,038,175		1,228,849
Revenue from contracts that contain leases:
Electricity revenue	4,809		5,717		14,081		17,462
Total revenue	$	1,235,837	$	519,048	$	3,052,256	$	1,246,311

Commitment to Issue Share-Based Consideration Payable to Customer’s Customer

On October 28, 2025, in connection with the partnership between the Company and Oracle Corporation (“Oracle”) to provide on-site solid state power for AI data centers, subject to the negotiation of a warrant mutually acceptable to the Company and Oracle, we agreed to issue to Oracle a warrant (the “Warrant”) to purchase up to an aggregate of 3,531,073 shares of common stock, with an exercise price of $113.28 per share, which was the closing market price on October 28, 2025. For additional details on the Warrant, see Part II, Item 8, Note 3—Revenue Recognition, section Commitment to Issue Share-Based Consideration Payable to Customer’s Customer in our 2025 Form 10-K.

On April 9, 2026 (the “Grant Date”), the Warrant was issued. The Warrant was fully vested upon issuance, immediately exercisable in whole or in part, at any time during the six months from the Grant Date and was classified as equity. Consistent with ASC 606 and ASC 718, Compensation—Stock Compensation (“ASC 718”), as clarified by ASU 2025-04, Compensation—Stock Compensation (Topic 718) and Revenue from Contracts with Customers (Topic 606): Clarifications to Share-Based Consideration Payable to a Customer, we remeasured the fair value of the Warrant as of the Grant Date. The fair value of the Warrant was determined using a Black-Scholes option pricing model in accordance with ASC 718’s fair value measurement framework. The following weighted-average assumptions were used to estimate the fair value of the Warrant on April 9, 2026, and the commitment to issue the Warrant on December 31, 2025:


	April 9,	December 31,
	2026	2025

Risk-free interest rate	3.7%	3.6%
Expected term (years)	0.5	0.5
Expected dividend yield	—	—
Expected volatility	115.0%	96.2%

As of the Grant Date and December 31, 2025, the estimated fair value of the Warrant and the commitment to issue the Warrant was $251.6 million and $55.9 million, respectively. Following the Grant Date, the fair value of the Warrant was fixed, and is accounted for as consideration payable to a customer’s customer, recognized as a reduction of revenue as the underlying

Energy Server systems sold under the Oracle arrangement are delivered.

On May 1, 2026 (the “Exercise Date”), Oracle completed a cashless exercise of the Warrant, resulting in the issuance of 1,905,433 shares of our common stock. Under the terms of the warrant agreement, Oracle could elect either net or gross settlement. Because the net settlement would result in 1.4 million fewer shares being issued than a gross settlement, we agreed to issue Oracle an additional 248,798 shares of common stock as an inducement for Oracle to elect net settlement. These incremental shares represented additional consideration with a fair value of $72.3 million. As a result, the aggregate fair value of the shares issued upon exercise of the Warrant, including the incremental shares, was $323.9 million.

Prior to the Exercise Date, $12.9 million had been recognized in Additional Paid-in Capital. Following the Exercise Date, we recorded an incremental $311.0 million to Additional Paid-in Capital, with corresponding debits to current and long-term Customer Consideration Asset of $91.0 million and $215.5 million, respectively, as of September 30, 2026, and recorded revenue adjustments resulting in an increase of $0.5 million and a reduction of $1.4 million for the three and nine months ended September 30, 2026, respectively. Customer Consideration Asset represents upfront share‑based consideration payable to a customer’s customer and is amortized as a reduction of revenue as the underlying Energy Server systems sold under the Oracle arrangement are delivered.

As of September 30, 2026, $17.3 million has been recognized on a cumulative basis as a reduction of revenue related to the Warrant.

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):


	September 30,		December 31,
	2026		2025
As Held:
Cash	$	140,342	$	94,997
Money market funds	2,367,804		2,386,583
	$	2,508,146	$	2,481,580
As Reported:
Cash and cash equivalents	$	2,486,702	$	2,454,108
Restricted cash	21,444		27,472
	$	2,508,146	$	2,481,580

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 2025 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):


	Fair Value Measured at Reporting Date Using
September 30, 2026	Level 1		Level 2		Level 3		Total

Assets
Cash equivalents:
Money market funds	$	2,367,804	$	—	$	—	$	2,367,804
Liabilities
Derivatives:
Embedded EPP derivatives	$	—	$	—	$	4,889	$	4,889


	Fair Value Measured at Reporting Date Using
December 31, 2025	Level 1		Level 2		Level 3		Total

Assets
Cash equivalents:
Money market funds	$	2,386,583	$	—	$	—	$	2,386,583
Liabilities
Derivatives:
Embedded EPP derivatives	$	—	$	—	$	5,607	$	5,607

The changes in the Level 3 financial liabilities during the nine months ended September 30, 2026, were as follows (in thousands):


	Embedded EPP Derivative Liability

Liabilities at December 31, 2025	$	5,607
EPP liability settlement	(493)
Changes in fair value	(225)
Liabilities at September 30, 2026	$	4,889

In March 2026, according to an EPP agreement with one of our customers, we paid $0.5 million, which was recorded as a reduction to our balance of embedded EPP derivative liability as of September 30, 2026.

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 2025 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):


	September 30, 2026				December 31, 2025
	Net Carrying Value		Fair Value		Net Carrying Value		Fair Value

Debt instruments
Recourse:
0% Convertible Senior Notes due November 20301	$	2,450,891	$	4,155,551	$	2,442,091	$	2,140,536
3.0% Green Convertible Senior Notes due June 20291	22,608		304,704		73,473		313,740
3.0% Green Convertible Senior Notes due June 20281	—		—		98,162		456,764
Non-recourse:
4.6% Term Loan due October 2026	2,950		3,355		2,769		3,009
4.6% Term Loan due April 2026	$	—	$	—	$	1,384	$	1,550

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

6. Balance Sheet Components

Inventories

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


	September 30,		December 31,
	2026		2025

Raw materials	$	613,086	$	351,757
Work-in-progress	104,271		125,036
Finished goods	210,313		166,513
	$	927,670	$	643,306

The inventory reserves were $32.1 million and $39.3 million as of September 30, 2026, and December 31, 2025, respectively.

Prepaid Expenses and Other Current Assets

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


	September 30,		December 31,
	2026		2025

Project-related asset1	$	72,704	$	—
Vendor advances2	28,003		750
Receivables from employees3	23,415		2,507
Prepaid hardware and software maintenance	8,513		6,327
Tax receivables	7,805		4,509
Interest receivable	5,575		6,029
Prepaid deferred commissions	4,811		3,049
Prepaid managed services	4,193		4,705
Advance income tax provision	3,574		142
Prepaid medical insurance	2,454		232
Prepaid rent	2,008		60
Deferred expenses	1,225		1,559
Tariff refund receivable4	1,150		—
Deferred financing costs (Note 8)	740		687
Deposits made	305		376
Prepaid corporate insurance	185		5,182
Prepaid workers compensation	—		796
Other prepaid expenses and other current assets	11,584		12,895
	$	178,244	$	49,805

1 The balance represents reimbursable project-related costs incurred on behalf of a customer in connection with a project arrangement. The Company expects to recover the amount from the customer within the next three months.

2 Vendor advances increased primarily due to advance payments made to certain suppliers under commercial arrangements related to future purchases of goods and services.

3 Receivables from employees increased primarily due to higher commission advances associated with increased sales bookings.

4 In the second quarter of fiscal year 2026 we had identified approximately $37.4 million of recoverable import tariffs previously paid under the International Emergency Economic Powers Act (“IEEPA”), all of which had been recognized in Cost of product revenue. Approximately $35.5 million of such amounts had been refunded as of September 30, 2026, and $0.7 million was reversed. Bloom concluded that recovery of the remaining $1.2 million was probable and reasonably estimable and, accordingly, recognized a tariff refund receivable for that amount as of September 30, 2026.

Property, Plant and Equipment, Net

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


	September 30,		December 31,
	2026		2025

Vehicles, machinery and equipment	$	270,453	$	203,731
Construction-in-progress	208,176		83,067
Leasehold improvements	130,708		129,665
Energy Server systems	130,537		165,629
Buildings	54,001		53,156
Computers, software and hardware	37,726		34,761
Furniture and fixtures	12,043		11,090
	843,644		681,099
Less: accumulated depreciation	(303,918)		(282,592)
	$	539,726	$	398,507

Depreciation expense related to property, plant and equipment was $13.8 million and $40.8 million for the three and nine months ended September 30, 2026, respectively.

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.

Other Long-Term Assets

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


	September 30,		December 31,
	2026		2025

Vendor advances1	$	327,014	$	17,374
Deferred commissions	25,246		19,109
Deferred expenses	7,353		8,111
Deposits made	2,764		3,001
Deferred financing costs (Note 8)	2,384		2,725
Deferred tax asset	1,933		1,780
Long-term lease receivable	1,549		2,193
Prepaid managed services	1,281		1,316
Prepaid and other long-term assets	2,591		1,594
	$	372,115	$	57,203

1 Vendor advances increased primarily due to advance payments made to certain suppliers under commercial arrangements related to future purchases of goods and services and capital advances.

Accrued Warranty and Product Performance Liabilities

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


	September 30,		December 31,
	2026		2025

Product performance	$	22,491	$	16,791
Product warranty1	47,776		3,222
	$	70,267	$	20,013

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


Balances at December 31, 2025	$	20,013
Accrued warranty, net1 and product performance liabilities	71,601
Product performance expenditures during the period	(21,347)
Balances at September 30, 2026	$	70,267

1 Includes a specific warranty reserve of $42.5 million, which is accounted for as an assurance-type warranty and recognized within cost of product revenue.

Accrued Expenses and Other Current Liabilities

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


	September 30,		December 31,
	2026		2025

General invoice and purchase order accruals	$	329,041	$	76,909
Compensation and benefits	98,330		97,571

Sales-related liabilities	13,722		12,031
Accrued installation	13,235		14,278
Sales tax liabilities	7,587		10,054
Accrued legal expenses	6,257		2,599
Provision for income tax	2,964		2,115
Unfunded investment commitment (Note 11)	1,438		—
Finance lease liability	1,387		1,370
Interest payable	1,162		913
Accrued consulting expenses	942		1,475
Accrued restructuring costs	901		482
Current portion of derivative liabilities	851		1,353
Deferred profit in transactions with unconsolidated affiliates	631		39
Interim VAT liability	607		281
Other	727		784
	$	479,782	$	222,254

Preferred Stock

As of September 30, 2026, and December 31, 2025, we had 20,000,000 shares of preferred stock authorized, with a par value of $0.0001 per share. There were no shares of preferred stock issued or outstanding as of September 30, 2026, and December 31, 2025.

7. Investments in Unconsolidated Affiliates

The Company and Brookfield Asset Management (“Brookfield”) have entered into joint venture structures which are housed in an AI Infrastructure Fund created by Brookfield (the “AI Fund”). For details, see Part II, Item 8, Note 7—Investments in Unconsolidated Affiliates in our 2025 Form 10-K. We account for each investment in both the AI Fund JVs and JVs outside the AI Fund (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 and the Other JVs are not consolidated by us. As of September 30, 2026, and December 31, 2025, we hold equity interests in the following Fund JVs:


	September 30,	December 31,
	2026	2025

AI Fund JVs
Bolt US Class A JVCo LLC	6.2%	9.9%
Bolt US JVCo LLC	6.2%	9.9%
Other JVs
ORC HoldCo LLC	15.0%	15.0%

Our maximum exposure to loss from the involvement with the Fund JVs as of September 30, 2026 is $63.4 million. This amount consists of: (i) the carrying amount of our equity investments, totaling $28.2 million, (ii) remaining unfunded capital commitments of $14.5 million, and (iii) deferred profit related to sales to the Fund JVs of $20.7 million. Our total capital commitment to the Fund JVs as of September 30, 2026 is $71.6 million. For details related to our maximum exposure to loss from the involvement with the Fund JVs and our capital commitments, see Part II, Item 8, Note 7—Investments in Unconsolidated Affiliates in our 2025 Form 10-K.

Our share of income or loss from each Fund JV for the period represents the change in our calculated liquidation claim from the beginning to the end of the reporting period, adjusted for capital contributions and distributions made during the period. The resulting equity‑method income or loss is presented as a single line item, Equity in earnings (loss) of unconsolidated affiliates, in our condensed consolidated statements of operations.

We record our share of profit from sales of our products to the Fund JVs as a reduction of equity in earnings (loss) of unconsolidated affiliates. This share of profit reduces the carrying amount of our investments in unconsolidated affiliates. To the extent the cumulative reduction of equity in earnings (loss) of unconsolidated affiliates exceeds the investment’s carrying amount, the excess is presented as either Deferred profit in transactions with unconsolidated affiliates, or Accrued expenses and other current liabilities, based on the expected timing of realization. The deferred profit reverses (increasing equity in earnings (loss) of unconsolidated affiliates and restoring the investment balance) as profit is realized over the remaining useful life through depreciation of the underlying assets. As of September 30, 2026, and December 31, 2025, the deferred profit balances were $20.7 million and $13.9 million, of which $20.1 million and $13.9 million were classified as a noncurrent liability, respectively. During the nine months ended September 30, 2026, we recognized $15.6 million of equity‑method losses from unconsolidated affiliates. Of this amount, $16.9 million related to the elimination of intra‑entity profit on asset sales in accordance with ASC 323, which will be recognized over the useful lives of the underlying assets as they are depreciated, and $1.3 million related to the allocation of income from the Fund JVs under the HLBV method.

Changes in the investment balance for the nine months ended September 30, 2026, were as follows (in thousands):


Balances at December 31, 2025	$	10,037
Current period investment in unconsolidated affiliates	28,015
Equity in loss of unconsolidated affiliates	(15,553)
Cash distributions received	(989)
Deferred profit in transactions with unconsolidated affiliates	6,134
Accrued expenses and other current liabilities	592
Balances at September 30, 2026	$	28,236

Management evaluates each investment in each of the Fund JVs for impairment in accordance with ASC 323. No indicators of impairment were identified related to the investments as of September 30, 2026, and December 31, 2025.

8. Outstanding Loans and Security Agreements

The following is a summary of our debt as of September 30, 2026 (in thousands, except percentage data):


	Unpaid Principal Balance		Net Carrying Value						Interest Rate	Maturity Dates	Entity
			Current		Long- Term		Total

0% Convertible Senior Notes due November 2030	$	2,500,000	$	—	$	2,450,891	$	2,450,891	0.0%	November 2030	Company
3.0% Green Convertible Senior Notes due June 2029	22,771		—		22,608		22,608		3.0%	June 2029	Company

Total recourse debt	2,522,771		—		2,473,499		2,473,499
4.6% Term Loan due October 2026	2,950		2,950		—		2,950		4.6%	October 2026	Korean JV

Total non-recourse debt	2,950		2,950		—		2,950
Total debt	$	2,525,721	$	2,950	$	2,473,499	$	2,476,449

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


	Unpaid Principal Balance		Net Carrying Value						Interest Rate	Maturity Dates	Entity
			Current		Long- Term		Total

0% Convertible Senior Notes due November 2030	$	2,500,000	$	—	$	2,442,091	$	2,442,091	0.0%	November 2030	Company
3.0% Green Convertible Senior Notes due June 2029	75,125		—		73,473		73,473		3.0%	June 2029	Company
3.0% Green Convertible Senior Notes due June 2028	99,655		—		98,162		98,162		3.0%	June 2028	Company
Total recourse debt	2,674,780		—		2,613,726		2,613,726
4.6% Term Loan due October 2026	2,769		2,769		—		2,769		4.6%	October 2026	Korean JV
4.6% Term Loan due April 2026	1,384		1,384		—		1,384		4.6%	April 2026	Korean JV
Total non-recourse debt	4,153		4,153		—		4,153
Total debt	$	2,678,933	$	4,153	$	2,613,726	$	2,617,879

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 reflect unamortized deferred financing costs, including the initial purchasers’ discounts, where applicable, and premiums or discounts associated with our debt, if any. We and all of our subsidiaries were in compliance with all financial covenants as of September 30, 2026, and December 31, 2025.

Recourse Debt Facilities

0% Convertible Senior Notes due November 2030 ( “the 0% Notes”)

3.0% Green Convertible Senior Notes due June 2029 ( “the 3.0% Green Notes due June 2029”)

Issuance date/Indenture date1

November 4, 2025

May 29, 2024

Aggregate principal amount issued

$2,500.0 million

$402.5 million

Initial purchasers’ discount2

$50.0 million

$12.1 million

Other issuance costs2

$9.9 million

$0.7 million

Net proceeds received

$2,440.1 million

$389.7 million

Due date3

November 15, 2030

June 1, 2029

Greenshoe option4

$300.0 million

$52.5 million

Senior, unsecured obligations

Yes

Interest rate and payment schedule

Do not bear regular interest and will not accrete in principal amount over time

3.0% per annum, payable semi-annually in arrears on June 1 and December 1 of each year, beginning on December 1, 2024

Redemption date5

November 20, 2028

June 7, 2027

Conversion date6

August 15, 20307

March 1, 20297

Conversion trigger quarter-end date6

March 31, 20268

September 30, 20248

Initial conversion rate, shares of common stock per $1,000 principal amount of notes9

5.1290

47.9795

Initial conversion price, per share of common stock9

$194.97

$20.84

Incremental shares under Make-Whole Fundamental Change10, shares of common stock per $1,000 principal amount9

2.6926

15.5932

The maximum number of shares into which the notes could have been potentially converted if the conversion features were triggered:

as of September 30, 2026

19,554,000

1,447,614

as of December 31, 2025

19,554,000

4,775,899

Effective interest rate

0.5%

1.1%

Customary provisions relating to the occurrence of Events of Default

See footnote 11

Classification of net carrying value in condensed consolidated balance sheets.

as of September 30, 2026

Long-term liability

as of December 31, 2025

Long-term liability

1 Issued pursuant to, and are governed by, an indenture, between us and U.S. Bank Trust Company, National Association, as Trustee, in private placements to qualified institutional buyers pursuant to Rule 144A of the Securities Act of 1933, as amended.

2 The notes’ initial purchasers’ discount and other issuance costs (collectively, the “Transaction Costs”) were recorded as debt issuance costs and presented as a reduction to the notes on our condensed consolidated balance sheets and are amortized to interest expense at an effective interest rate.

3 Unless earlier repurchased, redeemed or converted.

4 Pursuant to the purchase agreement among us and the representatives of the initial purchasers, we granted the initial purchasers an option to purchase an additional aggregate principal amount of the notes. Notes included specified aggregate principal amount pursuant to the full exercise by the initial purchasers of the Greenshoe option.

5 We may not redeem the notes prior to the specified redemption date, subject to a partial redemption limitation. We may elect to redeem, at face value, all or any portion of the notes at any time, and from time to time, on or after the specified redemption date, and on or before the twenty-first scheduled trading day immediately before the maturity date, provided the share price for our common stock exceeds 130% of the conversion price at redemption.

6 Before the specified conversion date, the noteholders have the right to convert their notes only upon the occurrence of certain events, including satisfaction of a condition relating to the closing price of our common stock (the “Closing Price Condition”) or the trading price of the notes (the “Trading Price Condition”), a redemption event, or other specified corporate events. If the Closing Price Condition is met on at least 20 (whether or not consecutive) of the last 30 consecutive trading days in any calendar quarter, and only during such calendar quarter, the noteholders may convert their notes at any time during the

immediately following quarter, commencing after the calendar quarter ending on the specified date (i.e., conversion trigger quarter-end date), subject to the partial redemption limitation.

7 Subject to the Trading Price Condition, the noteholders may convert their notes during the five consecutive business days immediately after any ten consecutive trading day period (for the 0% Notes) or the five business days immediately after any five consecutive trading day period (for the 3.0% Green Notes due June 2029) in which the trading price per $1,000 principal amount of the notes, as determined following a request by a holder of the notes, for each day of that period is less than 98% of the product of the closing price of our common stock and the then applicable conversion rate. From and after the specified conversion date, the noteholders may convert their notes at any time at their election until the close of business on the second scheduled trading day immediately before the maturity date. Should the noteholders elect to convert their notes, we may elect to settle the conversion by paying or delivering, as applicable, cash, shares of our common stock, $0.0001 par value per share, or a combination thereof, at our election. Please refer to Part II, Item 8, Note 8—Outstanding Loans and Security Agreements, section Induced Conversions of the Existing Notes in our 2025 Form 10-K for details of the conversion of the 3.0% Green Notes due June 2029 and the 3.0% Green Convertible Senior Notes due June 2028 ( “the 3.0% Green Notes due June 2028”) in the fourth quarter of the fiscal year 2025.

8 The Closing Price Condition for the 3.0% Green Notes due June 2029, the 3.0% Green Notes due June 2028, and the 0% Notes was met during the three months ended June 30, 2026, and accordingly, such noteholders could convert their notes during the quarter ended September 30, 2026. For conversions of the 3.0% Green Notes due June 2029 and the 3.0% Green Notes due June 2028, see section the Green Notes below. No conversions occurred during the three and nine months ended September 30, 2026 with respect to the 0% Notes. We will continue to assess conversion eligibility each fiscal quarter in accordance with the conditions described in the indentures governing the 3.0% Green Notes due June 2029 and the 0% Notes.

9 The conversion rate and conversion price are subject to customary adjustments upon the occurrence of certain events. Also, we may increase the conversion rate at any time if our Board of Directors determines it is in the best interests of the Company or to avoid or diminish income tax to holders of common stock. In addition, if certain corporate events that constitute a Make-Whole Fundamental Change, occur, then the conversion rate applicable to the conversion of the notes will, in certain circumstances, increase by up to the specified incremental shares of common stock per $1,000 principal amount of notes for a specified period of time.

10 Make-Whole Fundamental Change means (i) a Fundamental Change, that includes certain change-of-control events relating to us, certain business combination transactions involving us and certain delisting events with respect to our common stock, or (ii) the sending of a redemption notice with respect to the notes.

11 The notes contain certain customary provisions relating to the occurrence of Events of Default, as defined in the underlying indentures. If an Event of Default involving bankruptcy, insolvency or reorganization events with respect to us occurs, then the principal amount of, and all accrued and unpaid interest (regular interest, where applicable, special interest or additional interest, if any) on all of the notes then outstanding will immediately become due and payable without any further action or notice by any person. However, notwithstanding the foregoing, we may elect, at our option, that the sole remedy for an Event of Default relating to certain failures by us to comply with certain reporting covenants in the underlying indentures consists exclusively of the right of the noteholders to receive special interest for up to 360 days (on the 0% Notes) or up to 180 days (on the 3.0% Green Notes due June 2029) at a specified rate per annum not exceeding 0.5% on the principal amount of the notes.

The total interest expense recognized related to our notes for the three and nine months ended September 30, 2026 and 2025, comprised of contractual interest expense and amortization of debt issuance costs, was as follows (in thousands):


	Three Months Ended				Nine Months Ended
	September 30,				September 30,
	2026		2025		2026		2025

Contractual interest expense
0% Convertible Senior Notes due November 2030	$	—	$	—	$	—	$	—
3.0% Green Convertible Senior Notes due June 2029	554		3,887		1,659		10,387
3.0% Green Convertible Senior Notes due June 2028	—		4,654		1,159		14,142
2.5% Green Convertible Senior Notes due August 2025	—		—		—		1,076
	$	554	$	8,541	$	2,818	$	25,605

Amortization of the initial purchasers’ discount and other issuance costs
0% Convertible Senior Notes due November 2030	$	2,976	$	—	$	8,929	$	—
3.0% Green Convertible Senior Notes due June 2029	15		833		247		2,232
3.0% Green Convertible Senior Notes due June 2028	—		999		244		2,957
2.5% Green Convertible Senior Notes due August 2025	—		—		—		348
	$	2,991	$	1,832	$	9,420	$	5,537


	Three Months Ended				Nine Months Ended
	September 30,				September 30,
	2026		2025		2026		2025

Total interest expense related to our notes
0% Convertible Senior Notes due November 2030	$	2,976	$	—	$	8,929	$	—
3.0% Green Convertible Senior Notes due June 2029	569		4,720		1,906		12,619
3.0% Green Convertible Senior Notes due June 2028	—		5,653		1,403		17,099
2.5% Green Convertible Senior Notes due August 2025	—		—		—		1,424
	$	3,545	$	10,373	$	12,238	$	31,142

To date, there have been no events necessitating the recognition of special interest expense related to our notes.

The amount of unamortized debt issuance costs of our notes as of September 30, 2026, and December 31, 2025, was as follows (in thousands):


	September 30,		December 31,
	2026		2025

Unamortized debt issuance costs
0% Convertible Senior Notes due November 2030	$	49,109	$	57,909
3.0% Green Convertible Senior Notes due June 2029	163		1,652
3.0% Green Convertible Senior Notes due June 2028	—		1,493
	$	49,272	$	61,054

Capped Calls

Please refer to Part II, Item 8, Note 8—Outstanding Loans and Security Agreements, section Capped Calls in our 2025 Form 10-K for discussion of privately negotiated capped call transactions in connection with the pricing of the 3.0% Green Notes due June 2028.

The Green Notes

During the nine months ended September 30, 2026, the 3.0% Green Notes due June 2029 and the 3.0% Green Notes due June 2028 (collectively referred to as the “Green Notes”) were eligible for conversion due to the satisfaction of the Closing Price Condition specified in the underlying indentures for such notes. During the nine months ended September 30, 2026, holders elected to convert approximately $152.0 million aggregate principal amount of the Green Notes. Under the conversion provisions of the respective indentures for the Green Notes, and consistent with our obligation to settle conversions in cash, shares of common stock, or a combination thereof, we issued 7,796,169 shares of common stock during the period.

Following the conversions, the outstanding carrying value of the 3.0% Green Notes due June 2028 and 3.0% Green Notes due June 2029 decreased by $98.4 million and $51.1 million, respectively. As a result, we recognized $149.5 million in Additional paid-in capital in our condensed consolidated balance sheets. The impact on other line items within our condensed consolidated balance sheets and our condensed consolidated statements of operations was not material. No gain or loss was recognized in connection with the conversions.

On June 9, 2026, we issued a notice of redemption (the “Redemption Notice”) for all the remaining outstanding 3.0% Green Notes due June 2028 pursuant to the indenture dated May 16, 2023 governing such notes (the “Indenture”). The redemption date was scheduled for July 10, 2026 (the “Redemption Date”).

In accordance with the terms of the Indenture, holders had the right to convert their notes at any time from the date of the Redemption Notice until the close of business on the business day immediately preceding the Redemption Date. Any notes not converted would be redeemed for cash at a price equal to 100% of the principal amount, plus accrued and unpaid interest, if any, to, but excluding, the Redemption Date.

On July 10, 2026, the remaining outstanding 3.0% Green Notes due June 2028 that had not been converted were redeemed for cash pursuant to the redemption provisions described above.

Revolving Credit Facility

On December 19, 2025, we entered into a senior secured multicurrency Revolving Credit Facility in an aggregate available amount of $600.0 million, including a letter of credit sub-facility of up to $90.0 million (the “Revolving Credit Facility”). For details, see Part II, Item 8, Note 8—Outstanding Loans and Security Agreements, section Revolving Credit Facility in our 2025 Form 10-K.

As of September 30, 2026, and December 31, 2025, no amounts were drawn under the facility. As of September 30, 2026, $90.0 million of standby letters of credit had been issued under the facility, reducing available borrowings to $510.0 million.

The total interest expense recognized related to the Revolving Credit Facility for the three and nine months ended September 30, 2026 and 2025, represented by deferred financing costs amortization, was as follows (in thousands):


	Three Months Ended				Nine Months Ended
	September 30,				September 30,
	2026		2025		2026		2025

Amortization of deferred financing costs	$	186	$	—	$	553	$	—

The amount of unamortized deferred financing costs of the Revolving Credit Facility as of September 30, 2026, and December 31, 2025, was as follows (in thousands):


	September 30,		December 31,
	2026		2025

Unamortized deferred financing costs	$	3,124	$	3,412

Deferred financing costs are included within Other long-term assets on our condensed consolidated balance sheets.

We are subject to financial covenants, including minimum interest coverage and maximum secured leverage ratios, and Bloom was in compliance with all covenants as of September 30, 2026, and December 31, 2025. Proceeds of borrowings under the Revolving Credit Facility may be used for working capital, capital expenditures, permitted acquisitions, and other general corporate purposes. We have not triggered any springing maturity provisions under the Revolving Credit Facility as of the date of the issuance of this Quarterly Report on Form 10-Q. The facility provides enhanced liquidity for general corporate purposes, including strategic initiatives.

Non-recourse Debt Facilities

For discussion of our non-recourse debt, refer to Part II, Item 8, Note 8—Outstanding Loans and Security Agreements, section Non-recourse Debt Facilities in our 2025 Form 10-K.

On April 11, 2026, the non-recourse 4.6% Term Loan due April 2026 of the Korean JV with an outstanding principal balance of $1.3 million was repaid. The repayment did not result in any gain or loss.

Repayment Schedule and Interest Expense

The following table presents details of our outstanding loan principal repayment schedule as of September 30, 2026 (in

thousands):


Remainder of 2026	$	2,950
2027	—
2028	—
2029	22,771
2030	2,500,000
2031	—
Thereafter	—
	$	2,525,721

For the three and nine months ended September 30, 2026, interest expense of $7.5 million and $25.0 million, respectively, including total interest expense related to our debt of $3.5 million and $12.3 million, respectively, was recorded in Interest expense on our condensed consolidated statements of operations.

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 $31.2 million, respectively, was recorded in Interest expense on our condensed consolidated statements of operations.

9. Leases

Facilities, Energy Server Systems, and Vehicles

For the three and nine months ended September 30, 2026, rent expenses for all occupied facilities were $5.0 million and $14.8 million, respectively. For the three and nine months ended September 30, 2025, rent expenses for all occupied facilities were $5.3 million and $15.8 million, respectively.

Operating and financing lease right-of-use assets and lease liabilities as of September 30, 2026, and December 31, 2025, were as follows (in thousands):


	September 30,		December 31,
	2026		2025

Operating Leases:
Operating lease right-of-use assets, net 1, 2	$	99,947	$	108,541
Current operating lease liabilities	(24,022)		(22,000)
Non-current operating lease liabilities	(96,509)		(106,935)
Total operating lease liabilities	(120,531)		(128,935)

Finance Leases:
Finance lease right-of-use assets, net 2, 3, 4	4,291		4,932
Current finance lease liabilities5	(1,387)		(1,370)
Non-current finance lease liabilities6	(3,232)		(3,848)
Total finance lease liabilities	(4,619)		(5,218)
Total lease liabilities	$	(125,150)	$	(134,153)

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, 2026 and 2025, were as follows (in thousands):


	Three Months Ended				Nine Months Ended
	September 30,				September 30,
	2026		2025		2026		2025

Operating lease costs	$	8,237	$	8,044	$	24,569	$	23,967
Financing lease costs:
Amortization of right-of-use assets	356		308		1,112		699
Interest on lease liabilities	103		88		329		259
Total financing lease costs	459		396		1,441		958
Short-term lease costs	70		616		125		1,853
Total lease costs	$	8,766	$	9,056	$	26,135	$	26,778

Weighted average remaining lease terms and discount rates for our leases as of September 30, 2026, and December 31, 2025, were as follows:


	September 30,		December 31,
	2026		2025

Weighted average remaining lease term:
Operating leases	5.6 years		6 years
Finance leases	3.4 years		3.8 years
Weighted average discount rate:
Operating leases	10.4	%	10.5	%
Finance leases	8.9	%	9.0	%

Future lease payments under lease agreements as of September 30, 2026, were as follows (in thousands):


	Operating Leases		Finance Leases


Remainder of 2026	$	8,650	$	441
2027	35,204		1,707
2028	29,912		1,432
2029	23,294		1,117
2030	21,240		585
2031	15,337		47
Thereafter	28,078		—
Total minimum lease payments	161,715		5,329
Less: amounts representing interest or imputed interest	(41,184)		(710)
Present value of lease liabilities	$	120,531	$	4,619

Lease Not Yet Commenced

In August 2026, we entered into a lease agreement for approximately 158,400 square feet of manufacturing and warehousing space in Fremont, California. The lease term will extend for 150 full calendar months following the commencement date. As of September 30, 2026, the lease had not yet commenced.

For additional information on leases, see Part II, Item 8, Note 9—Leases, section Facilities, Energy Server Systems, and Vehicles in our 2025 Form 10-K.

Managed Services Financing

For details on Managed Services Financing, refer to Part II, Item 7, section Purchase and Financing Options, sub-section Legacy Financing Structure for Managed Services and Part II, Item 8, Note 9—Leases, section Managed Services Financing in our 2025 Form 10-K.

There were no new successful sale-and-leaseback transactions for the three and nine months ended September 30, 2026 and 2025. The recognized operating lease expenses from legacy successful sale-and-leaseback transactions for the three and nine months ended September 30, 2026, were $3.3 million and $10.0 million, respectively. The recognized operating lease expenses from legacy successful sale-and-leaseback transactions for the three and nine months ended September 30, 2025, were $3.3 million and $10.1 million, respectively.

Operating lease right-of-use assets from legacy successful sale-and-leaseback transactions as of September 30, 2026, and December 31, 2025, were $32.3 million and $39.0 million, respectively. Operating lease liabilities from legacy successful sale-and-leaseback transactions as of September 30, 2026, and December 31, 2025, were $35.5 million and $42.2 million, including long-term operating lease liability of $25.3 million and $32.9 million, respectively. Financing obligations from legacy successful sale-and-leaseback transactions as of September 30, 2026, and December 31, 2025, were $7.1 million and $8.9 million, including long-term financing obligations of $4.5 million and $6.5 million, respectively.

As of September 30, 2026, future lease payments under the Managed Services Agreements financing obligations were as follows (in thousands):


	Financing Obligations

Remainder of 2026	$	5,456
2027	17,930
2028	12,270
2029	7,642
2030	5,889
2031	4,063
Thereafter	9,946
Total minimum lease payments	63,196
Less: imputed interest	(27,502)
Present value of net minimum lease payments	35,694
Less: current financing obligations	(8,539)
Long-term financing obligations	$	27,155

The total financing obligations, as reflected in our condensed consolidated balance sheets, were $185.0 million and $243.8 million as of September 30, 2026, and December 31, 2025, respectively. We expect the difference between these obligations and the principal obligations in the table above to be offset against the carrying value of the related Energy Server systems at the end of the lease and the remainder recognized as either a net gain or net loss at that point. For the three and nine months ended September 30, 2026, we recognized $9.4 million and $22.9 million net gain on failed sale-and-leaseback transactions, respectively, in Other income (expense), net on our condensed consolidated statements of operations. There were no material net loss or net gain on failed sale-and-leaseback transactions for the three and nine months ended September 30, 2025.

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.

2012 Equity Incentive Plan

Under our 2012 Equity Incentive Plan (the “2012 Plan”), as of September 30, 2026, and December 31, 2025, stock options to purchase 1,610,198 and 2,110,523 shares of common stock were outstanding with a weighted average exercise price of $25.49 and $25.67 per share, respectively, and no shares were available for future grant. The 2012 Plan has been canceled but continues to govern outstanding option grants under the 2012 Plan.

2018 Equity Incentive Plan

Under the 2018 Equity Incentive Plan (the “2018 Plan”), as of September 30, 2026, and December 31, 2025, stock options to purchase 3,369,387 and 3,925,002 shares of common stock were outstanding, respectively, with a weighted average exercise price of $10.54 and $10.15 per share, respectively. As of September 30, 2026, and December 31, 2025, 9,319,315 and 12,292,948 restricted stock units (“RSUs”) and performance stock units (“PSUs”) that may be settled for common stock, which were granted pursuant to the 2018 Plan, respectively, were outstanding. As of September 30, 2026, and December 31, 2025, we had 50,976,992 and 39,709,996 shares reserved for issuance under the 2018 Plan, respectively.

For details on our Equity Incentive Plans, refer to Part II, Item 8, Note 10—Stock-Based Compensation and Employee Benefit Plans, sections 2012 Equity Incentive Plan and 2018 Equity Incentive Plan in our 2025 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):


	Three Months Ended				Nine Months Ended
	September 30,				September 30,
	2026		2025		2026		2025

Cost of revenue	$	9,048	$	5,719	$	29,128	$	16,262
Research and development	13,153		8,205		39,345		23,945
Sales and marketing	14,862		7,145		42,750		16,975
General and administrative	23,046		17,084		62,292		43,350
	$	60,109	$	38,153	$	173,515	$	100,532

For the three and nine months ended September 30, 2026 and 2025, stock-based compensation expense capitalized on inventory and deferred cost of goods sold was 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:


	Outstanding Options
	Number of Shares	Weighted Average Exercise Price		Remaining Contractual Life (Years)	Aggregate Intrinsic Value
					(in thousands)
Balances at December 31, 2025	5,741,283	$	15.92	4.5	$	406,957
Exercised	(881,422)	18.92

PSOs adjustment	119,970	—
Forfeited / Expired	(246)	30.96
Balances at September 30, 2026	4,979,585	15.44		4.2	1,286,171
Vested and expected to vest at September 30, 2026	4,808,004	15.53		4.1	1,257,071
Exercisable at September 30, 2026	3,595,498	$	17.28	2.9	$	933,766

During the three and nine months ended September 30, 2026, we recognized $1.1 million and $3.6 million of stock-based compensation costs for stock options, respectively. 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.

No stock options were granted during the three and nine months ended September 30, 2026. During the three and nine months ended September 30, 2025, we granted 11,504 and 111,504 stock options, respectively. 111,504 stock options granted during the nine months ended September 30, 2025, 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. PSOs have a 10-year term, an exercise price equal to the fair market value of our common stock on the date of grant, and vest either at the end of three-year performance period, or over a three- or four-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:


	Three Months Ended September 30,	Nine Months Ended September 30,
	2025	2025

Risk-free interest rate	3.9%	3.9%—4.1%
Expected term (years)	6.1	6.1
Expected dividend yield	—	—
Expected volatility	93.9%	93.4%—93.9%

During the three and nine months ended September 30, 2026, the intrinsic value of stock options exercised were $18.4 million and $173.8 million, respectively. During the three and nine months ended September 30, 2025, the intrinsic value of stock options exercised were $26.8 million and $29.9 million, respectively.

As of September 30, 2026, and December 31, 2025, we had unrecognized compensation costs related to unvested stock options of $2.6 million and $5.1 million, respectively. This cost is expected to be recognized over the remaining weighted-average period of 0.6 years and 1.3 years, respectively. Cash received from stock options exercised totaled $1.8 million and $16.9 million for the three and nine months ended September 30, 2026, 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.

Stock Awards

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


	Number of Awards Outstanding	Weighted Average Grant Date Fair Value

Unvested Balance at December 31, 2025	12,292,948	$	25.74
Granted	1,248,007	180.13
Vested	(3,849,222)	19.91
Forfeited	(372,418)	34.75

Unvested Balance at September 30, 2026	9,319,315	$	48.46

The estimated fair value of RSUs and PSUs is based on the fair market value of our common stock on the date of grant. For the three and nine months ended September 30, 2026, we recognized $50.7 million and $138.9 million of stock-based compensation costs for stock awards, respectively. 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.

As of September 30, 2026, and December 31, 2025, we had $367.5 million and $277.1 million of unrecognized stock-based compensation expense related to unvested stock awards, expected to be recognized over a weighted-average period of 1.6 years and 2.0 years, respectively.

Executive Awards

The Company granted awards under the 2018 Plan to certain executive officers during 2026.

On June 15, 2026, the Company granted PSUs to its Chief Executive Officer (the “CEO Award”). The CEO Award vests in full at the end of a 3.5-year performance period (cliff vesting), subject to the achievement of specified annual performance targets and the CEO’s continued employment through the vesting date. Any shares issued upon vesting and settlement of the CEO Award, net of shares withheld to satisfy applicable tax withholding obligations, will be subject to a mandatory post-vesting holding period and generally may not be sold, transferred, assigned, pledged, hypothecated or otherwise disposed of prior to December 31, 2031, subject to certain limited exceptions. Stock-based compensation expense for the CEO Award is recognized over the 3.5-year performance period based on the Company’s current estimate of the likelihood of achieving the applicable performance targets.

On February 25, 2026, the Company granted PSUs and RSUs to certain executive officers. On May 20, 2026, the Company granted PSUs and RSUs to its newly appointed Chief Financial Officer and one other executive officer as new-hire awards, and on August 27, 2026, the Company granted an additional RSU awards to the Chief Financial Officer and one other executive officer (collectively, the “2026 Executive Awards”).

The RSUs are subject to service-based vesting conditions. For executive officers who received awards on February 25, 2026, 40% of the RSUs vest on March 1, 2027, and the remaining 60% vest in equal quarterly installments over the following two years. The Chief Financial Officer’s new-hire RSU award vests one-third on April 15, 2027, with the remaining two-thirds vesting in equal quarterly installments over the following two years. The additional RSU awards granted to the Chief Financial Officer and one other executive officer on August 27, 2026 vest 50% on the fourth anniversary of the grant date and 50% on the fifth anniversary of the grant date.

The PSUs included in the 2026 Executive Awards vest in full at the end of a three-year performance period (cliff vesting), subject to the achievement of specified annual performance targets and the executive’s continued employment through the vesting date. Stock-based compensation expense for the RSUs is recognized over the requisite service period based on the service-based vesting terms, while expense for the PSUs is recognized over the applicable three-year performance period based on the Company’s current estimate of the likelihood of achieving the applicable performance targets.

For details on the 2021—2025 Executive Awards and the Replacement Awards, refer to Part II, Item 8, Note 10—Stock-Based Compensation and Employee Benefit Plans, section Executive Awards in our 2025 Form 10-K.

The unamortized compensation expense for the 2021—2026 Executive Awards, the CEO Award, and the Replacement Awards was as follows (in millions):


	September 30,		December 31,
	2026		2025

2026 Executive Awards and the CEO Award	$	99.0	$	—
2025 Executive Awards	10.8		19.9
2024 Executive Awards and the Replacement Awards	46.2		77.4
2023 Executive Awards	0.1		0.6
2022 Executive Awards	—		0.3
2021 Executive Awards	—		0.6

Plan Shares Available for Grant

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


						Plan Shares Available for Grant

Balances at December 31, 2025						39,709,996
Added to plan						11,934,957
Granted						(1,248,007)
Cancelled/Forfeited						580,359
Expired						(313)
Balances at September 30, 2026						50,976,992

2018 Employee Stock Purchase Plan

For details on the 2018 Employee Stock Purchase Plan (the “2018 ESPP”), refer to Part II, Item 8, Note 10—Stock-Based Compensation and Employee Benefit Plans, section 2018 Employee Stock Purchase Plan in our 2025 Form 10-K.

During the three and nine months ended September 30, 2026, we recognized $4.5 million and $14.2 million of stock-based compensation costs for the 2018 ESPP, respectively. 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.

We issued 166,063 and 443,322 shares during the three months ended September 30, 2026, and 2025, respectively, and 810,714 and 1,073,929 shares during the nine months ended September 30, 2026, and 2025, respectively. During the nine months ended September 30, 2026, and 2025, we added an additional 2,983,739 and 2,494,717 shares, respectively. There were 20,166,970 and 17,993,945 shares available for issuance as of September 30, 2026, and December 31, 2025, respectively.

As of September 30, 2026, and December 31, 2025, we had $17.6 million and $8.6 million of unrecognized stock-based compensation costs, expected to be recognized over a weighted average period of 0.7 years and 0.6 years, respectively.

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


	Three Months Ended		Nine Months Ended
	September 30,		September 30,
	2026	2025	2026	2025

Risk-free interest rate	3.4%—4.2%	3.8%—4.3%	3.4%—4.2%	3.8%—5.0%
Expected term (years)	0.5—2.0	0.5—2.0	0.5—2.0	0.5—2.0
Expected dividend yield	—	—	—	—
Expected volatility	96.7%—119.3%	80.5%—115.2%	80.5%—119.3%	66.2%—115.2%

11. Related Party Transactions

There have been no changes in related party relationships during the three and nine months ended September 30, 2026.

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


	Three Months Ended				Nine Months Ended
	September 30,				September 30,
	2026		2025		2026		2025

Total revenue from related parties1	$	321,644	$	287,985	$	697,725	$	317,845
General and administrative expenses2	—		63		—		434
Interest expense3	—		5		—		101
Equity in loss of unconsolidated affiliates4	2,897		19,599		15,553		19,599

1 Includes total revenue related to (a) the Fund JVs and (b) SK ecoplant, which was a related party from September 23, 2023 through July 10, 2025.

2 Includes rent expenses per operating lease agreements entered between Korean JV and SK ecoplant and miscellaneous expenses billed by SK ecoplant to Korean JV.

3 Interest expense per two term loans entered into between Korean JV and SK ecoplant in fiscal year 2023 (see Part II, Item 8, Note 8—Outstanding Loans and Security Agreements, section Non-recourse Debt Facilities in our 2025 Form 10-K).

4 Represent equity in loss of the Fund JVs. Cash distributions from the Fund JVs during the three and nine months ended September 30, 2026, were $0.8 million and $1.0 million, respectively (see Note 7—Investments in Unconsolidated Affiliates in this Quarterly Report on Form 10-Q).

Below is the summary of outstanding related party balances as of September 30, 2026, and December 31, 2025 (in thousands):


	September 30,		December 31,
	2026		2025

Accounts receivable	$	195,531	$	151,932
Contract assets, current	73,685		2,967
Deferred cost of revenue, current	20,494		—
Customer consideration asset, current1	90,967		—
Prepaid expenses and other current assets	—		1,247
Investments in unconsolidated affiliates	28,236		10,037

Contract assets, non-current	51,749		48,763
Customer consideration asset, non-current1	215,533		—
Other long-term assets	—		5,968

Accrued warranty	5,002		799
Accrued expenses and other current liabilities2	2,069		39
Deferred revenue and customer deposits, current	8,096		6,879





Deferred profit in transactions with unconsolidated affiliates	20,062		13,928

1 See Note 3—Revenue Recognition—Commitment to Issue Share-Based Consideration Payable to Customer’s Customer in this Quarterly Report on Form 10-Q for additional information.

2 Includes an unfunded investment commitment of $1.4 million related to the Fund JVs and $0.6 million of excess of unrealized profit from sales to the Fund JVs over the carrying value of the related equity‑method investments (see Note 7—Investments in Unconsolidated Affiliates in this Quarterly Report on Form 10-Q).

SK ecoplant Joint Venture

For information on SK ecoplant Joint Venture, see Part II, Item 8, Note 12—Related Party Transactions, section SK ecoplant Joint Venture in our 2025 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, 2026, and December 31, 2025 (in thousands):


	September 30,		December 31,
	2026		2025

Assets
Current assets:
Cash and cash equivalents	$	18,662	$	25,820
Accounts receivable	—		576
Inventories	23,944		33,075
Prepaid expenses and other current assets	11,668		5,688
Total current assets	54,274		65,159
Property and equipment, net	1,238		1,454
Operating lease right-of-use assets	634		1,134
Other long-term assets	360		210
Total assets	$	56,506	$	67,957
Liabilities
Current liabilities:
Accounts payable	$	7,828	$	16,342


	September 30,		December 31,
	2026		2025

Accrued expenses and other current liabilities	33,021		19,179
Operating lease liabilities	605		516
Non-recourse debt	2,950		4,153
Total current liabilities	44,404		40,190
Operating lease liabilities	54		484

Total liabilities	$	44,458	$	40,674

12. Commitments and Contingencies

Commitments

Purchase Commitments with Suppliers and Contract Manufacturers—Manufacturing, long-term supply and other related purchase commitments include agreements and purchase orders with component suppliers and third-party manufacturers. These commitments primarily relate to minimum purchase quantities and non-cancelable orders for raw materials and components used in the manufacture of our Energy Server and ancillary systems. Certain arrangements require us to purchase specified minimum quantities or make payments for contractual shortfalls, including under take-or-pay provisions. We enter into these arrangements to support anticipated production requirements, taking into consideration existing customer commitments, expected customer deployments and anticipated future demand.

As of September 30, 2026, commitments under agreements with terms greater than 12 months totaled approximately $5.8 billion, of which $0.1 billion, $2.6 billion, $1.3 billion and $1.8 billion is expected to be paid during the remainder of fiscal year 2026 and in fiscal years 2027, 2028 and 2029, respectively. These commitments are subject to potential price adjustments for certain raw materials, and the potential impact of such adjustments is not reflected in the amounts above.

Amounts purchased under these arrangements are generally recorded as inventory when received. The ultimate amount and timing of our purchases may vary from the amounts presented above based on contractual terms, actual production requirements and the timing of supplier deliveries.

Performance Guarantees—We paid $7.5 million and $21.3 million for the three and nine months ended September 30, 2026, respectively, and $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 additional information on performance guarantees, see Part II, Item 8, Note 13—Commitments and Contingencies, section Commitments in our 2025 Form 10-K.

Letters of Credit—We have 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, 2026, and December 31, 2025, the balances of the cash-collateralized letters of credit issued to our customers and other counterparties in the U.S. and international locations were $20.9 million and $26.6 million, respectively.

As of September 30, 2026, we have additional standby letters of credit totaling $217.4 million, including $90.0 million issued under our Revolving Credit Facility and the remainder issued through other arrangements not collateralized through cash.

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 a seven-year period to secure our operations and maintenance obligations with respect to the totality of our obligations to the financier. These funds will be released to us by the end of 2026 as long as the Energy Server systems continue to perform in compliance with our warranty obligations. As of September 30, 2026, and December 31, 2025, the balance of the restricted cash fund was $0.5 million and $0.9 million, respectively.

Contingencies

Indemnification Agreements—See Part II, Item 8, Note 13—Commitments and Contingencies, section Contingencies in our 2025 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 2025 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 sought 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 sought to recover damages 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. A partial award was transmitted to the parties on February 12, 2026. The parties currently dispute whether all first phase issues have been resolved. The parties are currently briefing what issues remain to be arbitrated in the matter, but there is no fixed timeline for a determination on that topic. We are unable to predict the ultimate outcome of the arbitration at this time.

In July 2026, Sashanna Nevins filed a class action complaint in the federal district court for the Northern District of California against us, and certain current and former members of our senior management team alleging violations under Section 10(b) and 20(a) of the Securities Exchange Act of 1934, as amended, for alleged misleading statements or omissions in various annual and quarterly report filings we have made with the Securities and Exchange Commission, as well as certain other public statements, since February 27, 2025 in connection with our supply chain. The complaint’s allegations mirror those contained in the recent shortseller report published by Hunterbrook Media in July 2026. The complaint is still preliminary. On October 15, 2026, the Court appointed shareholder, Nicole Caraoué, as Lead Plaintiff and Robbins Geller Rudman & Dowd LLP as Lead Counsel. We believe the complaint to be without merit and we intend to vigorously defend.

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 only one 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 2025 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, 2026, we recorded an income tax provision of $0.8 million and $2.7 million on pre-tax income of $249.8 million and $524.3 million for effective tax rates of 0.3% and 0.5%, respectively.

For the three and nine months ended September 30, 2025, we recorded an income tax provision 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.

The effective tax rate for the three and nine months ended September 30, 2026 and 2025, is lower than the statutory federal tax rate primarily due to a full valuation allowance against U.S. deferred tax assets.

For additional information on income taxes, refer to Part II, Item 8, Note 15—Income Taxes in our 2025 Form 10-K.

15. Net Earnings per Share Available to Common Stockholders

The Company adopted ASC 260, Earnings per share, guidance from inception. Earnings per share (“EPS”) is the amount of earnings attributable to each share of common stock. For convenience, the term is used to refer to either earnings or loss per share.

We calculate basic earnings per share by dividing net income attributable to common stockholders (the “numerator”) by the weighted average number of common shares outstanding (the “denominator”) during the reporting period. Diluted earnings per share is calculated similarly but reflects the potential impact of outstanding stock options and awards, the Warrant (see Note 3—Revenue Recognition in this Quarterly Report on Form 10-Q), shares issued in conjunction with the Company’s ESPP by applying the treasury stock method, and other commitments to issue common stock, including shares issuable upon the conversion of convertible notes by applying the if-converted method, except where the impact would be anti-dilutive. For diluted earnings per share, we also adjust the numerator for interest expense on convertible debt, net of the related income tax effect, when assuming conversion under the if-converted method.

The following table provides a reconciliation of the numerator and the denominator used in computing basic and diluted earnings per share attributable to common stockholders (in thousands, except net earnings per share data):


	Three Months Ended				Nine Months Ended
	September 30,				September 30,
	2026		2025		2026		2025

Numerator for basic earnings per share:
Net income (loss) attributable to common stockholders	$	250,271	$	(23,093)	$	517,214	$	(89,526)
Net income (loss), numerator—basic	$	250,271	$	(23,093)	$	517,214	$	(89,526)

Numerator for diluted earnings per share:


	Three Months Ended				Nine Months Ended
	September 30,				September 30,
	2026		2025		2026		2025

Net income (loss) attributable to common stockholders	$	250,271	$	(23,093)	$	517,214	$	(89,526)
Add: debt interest cost, net of taxes	3,534		—		12,169		—
Net income (loss), numerator—diluted	$	253,805	$	(23,093)	$	529,383	$	(89,526)

Denominator for basic earnings per share:
Weighted average common shares outstanding	294,757		234,931		287,970		232,579

Denominator for diluted earnings per share:
Weighted average common shares outstanding—basic	294,757		234,931		287,970		232,579
Effect of dilutive securities:
Convertible notes	13,922		—		18,250		—
Warrant (Note 3)	—		—		141		—
Stock options and awards	15,610		—		16,946		—
Weighted average common shares outstanding—diluted	324,289		234,931		323,307		232,579

Net earnings per share available to common stockholders:
Basic	$	0.85	$	(0.10)	$	1.80	$	(0.38)
Diluted	$	0.78	$	(0.10)	$	1.64	$	(0.38)

The following common stock equivalents were excluded from the computation of our earnings per share available to common stockholders, diluted, for the three and nine months ended September 30, 2025, as their inclusion would have been antidilutive (in thousands):


	Three Months Ended September 30,	Nine Months Ended September 30,

	2025	2025

Convertible notes	62,029	59,206
Stock options and awards	15,519	16,048
	77,548	75,254

16. Subsequent Events

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

ITEM 2—MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF

OPERATIONS

This Quarterly Report on Form 10-Q contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). All statements contained in this Quarterly Report on Form 10-Q other than statements of historical fact, including statements regarding our future operating results and financial position, our business strategy and plans and our objectives for future operations, are forward-looking statements. Generally, the words “believe,” “may,” “will,” “estimate,” “continue,” “anticipate,” “predict,” “project,” “potential,” “seek,” “intend,” “could,” “would,” “should,” “expect,” “plan” and similar expressions are intended to identify forward-looking statements. However, the absence of these words or similar expressions does not mean that a statement is not forward-looking.

Forward-looking statements in this Quarterly Report on Form 10-Q include, but are not limited to, our plans and expectations regarding future financial results, including our expectations regarding: our ability to be successful in the AI data center market and new international markets; the rate of AI adoption and demand for data centers; our ability to innovate, develop new products and improve upon our existing products; our ability to anticipate and address customer demand; our strategic partnerships with SK ecoplant Co., Ltd. and parties which provide financing and capital for project financings; our competitive position in the energy market for on-site power; future deployment of our Bloom Energy Server systems, Bloom Electrolyzers, and other solutions; our ability to increase efficiency of our products; our ability to market our products successfully in connection with the global energy transition and shifting attitudes around climate change; our business strategy and plans and our objectives for future operations; operating results; the sufficiency of our cash, our cash flows from operating activities, and our liquidity and our ability to obtain financing; projected costs and cost reductions; our ability to increase production capacity and achieve cost reductions in our fuel cell products and installation requirements; the adequacy of our agreements with our suppliers; management’s plans and objectives for future operations; our ability to repay our debt obligations as they come due; trends in average selling prices; the success of our customer financing arrangements and ability to secure financiers to support customer financing needs for our product deployment; capital expenditures; warranty matters; outcomes of litigation; risks related to cybersecurity breaches, privacy and data security; the likelihood of any impairment of project assets, long-lived assets and investments; trends in revenue, cost of revenue and gross profit (loss); trends in operating expenses including research and development expense, sales and marketing expense and general and administrative expense and expectations regarding these expenses as a percentage of revenue; legislative actions and regulatory and environmental compliance; government shutdowns; general business and macroeconomic conditions in our markets including inflationary pressure; our supply chain (including any direct or indirect effects from the Russia-Ukraine war, armed conflicts in the Middle East, or geopolitical developments related to China); the impact of tariffs on our supply chain and fuel cell product; the impact of changes in government incentives, including the impact of the Inflation Reduction Act of 2022 (the “IRA”) and the One Big Beautiful Bill Act (the “OBBBA”); industry trends; our exposure to foreign exchange, interest and credit risk; and the impact of recently adopted accounting pronouncements.

You should not rely upon forward-looking statements as predictions of future events. We have based the forward-looking statements contained in this Quarterly Report on Form 10-Q primarily on our current expectations and projections about future events and trends that we believe may affect our business, financial condition, operating results and prospects. We operate in a very competitive and rapidly changing environment. New risks and uncertainties emerge from time to time, and it is not possible for us to predict all risks and uncertainties or the extent to which any factor or combination of factors may cause actual results to differ materially from those contained in any forward-looking statements we may make in this Quarterly Report on Form 10-Q. We cannot assure you that the results, events and circumstances reflected in the forward-looking statements will be achieved or occur. Actual results, events or circumstances could differ materially and adversely from those described or anticipated in the forward-looking statements.

The forward-looking statements made in this Quarterly Report on Form 10-Q relate only to events as of the date on which the statements are made. We undertake no obligation to update any forward-looking statements made in this Quarterly Report on Form 10-Q to reflect events or circumstances after the date of this Quarterly Report on Form 10-Q or to reflect new information or the occurrence of unanticipated events, except as required by law. We may not actually achieve the plans, intentions or expectations disclosed in our forward-looking statements and you should not place undue reliance on our forward-looking statements.

Our actual results and timing of selected events may differ materially from those anticipated in these forward-looking statements as a result of many factors including those discussed in the section titled "Risk Factors" in Part I, Item 1A of our Annual Report on Form 10-K for the fiscal year ended December 31, 2025 (“2025 Form 10-K”), as well as those described from time to time in our other filings filed with the Securities and Exchange Commission, including other Quarterly Reports on

Form 10-Q filed with the Securities and Exchange Commission since the 2025 Form 10-K.

The following discussion and analysis should be read in conjunction with our condensed consolidated financial statements and notes thereto included elsewhere in this Quarterly Report on Form 10-Q.

Overview

Description of Bloom Energy

Bloom Energy is a global leader in onsite power generation, delivering a foundational platform purpose-built for the digital era and the global energy transition. We manufacture a versatile fuel cell energy platform, supporting the commercial availability of two primary products: the Bloom Energy Server® fuel cell system for generating electricity and the Bloom Electrolyzer™ for producing hydrogen. Our primary product, the Bloom Energy Server is a proprietary high-temperature solid-oxide fuel cell technology that converts fuels—including natural gas, biogas, and hydrogen—into electricity at high density without combustion or moving parts, achieving lower emissions and higher efficiency than legacy systems.

For additional overview information, refer to Part II, Item 7, Management’s Discussion and Analysis of Financial Condition and Results of Operations, sections Overview and Key Macro Trends in our 2025 Form 10-K.

Developments With Respect to Factors Affecting Our Performance

Freight, Logistics and Transportation Costs

Volatility in the global freight and logistics markets continued in the third quarter of fiscal year 2026 as geopolitical events in the Middle East pressured ocean, air, ground and specialized heavy-equipment transportation rates. Routing inefficiencies driven by geopolitical events decreased transportation availability somewhat compared to the prior quarter, but transportation availability generally remains improved compared to prior years. Higher fuel prices and labor costs have also elevated logistics costs. On a selective basis, we continue to incur higher logistics costs to expedite deliveries of materials and supplies by air carrier so that we can manufacture and deliver our Energy Server products to meet customer timelines.

Changes in freight pricing can meaningfully affect our cost of revenues and project-level margins, particularly for large multi-megawatt deployments and international shipments, because of the size and weight of our Energy Server systems. Our strategies to manage freight, logistics, and transportation costs continue to include negotiating indexed freight arrangements where feasible, renegotiating air freight rates, optimizing factory-to-site routing, consolidating shipments, and increasing regional sourcing. However, such actions may not fully offset future freight rate increases, especially in periods of elevated demand or geopolitical or fuel price volatility.

Supply Chain Update

While there has generally been a worldwide shortage of electronic components, our supply of needed components, electronic or otherwise, has not been impacted to date. Approaches we have taken to manage our supply of electronic components despite current worldwide general shortages include supplier diversification, qualifying multiple suppliers for single or limited source components, enhancing our predictive analytics capabilities, and employing flexible sourcing strategies. As we continue to scale our business, we work proactively with our suppliers to ensure continued adequacy of supply while also maintaining our quality standards. Our strategies have included entering into long-term contracts and non-cancelable purchase orders. In select cases, where demand for items is competitive, components are highly dependent upon underlying scarce commodity items, or lead time is needed for a long-term order, we have also entered into take-or-pay or fixed volume commitment contracts. We do not currently anticipate experiencing supply chain shortages which would impact our 2026 production forecast; however, we cannot give assurances as to potential future developments or their related impacts. We enter into these arrangements to support anticipated production requirements, taking into consideration existing customer commitments, expected customer deployments and anticipated future demand. If actual demand, customer deployments or our production requirements are lower than anticipated, we may be required to purchase materials or make payments in excess of our then-current requirements. This could result in excess or obsolete inventory, inventory write-downs, increased working capital requirements and reduced operating cash flows.

On July 8, 2026, a short-seller published a report making allegations about our supply chain, including the sourcing and sufficiency of certain raw materials used in our products. We rejected the report’s conclusions regarding our supply chain, and we believe we have sufficient supply of the relevant raw materials to meet our current fuel cell demand and backlog. Publications of this nature, whether or not accurate, have resulted in significant volatility in the trading price of our common stock, and we cannot predict whether similar publications may occur in the future or their potential impacts. We have incurred,

and may continue to incur, costs in connection with evaluating and responding to the report, and any related inquiries or demands could result in additional costs and divert management’s attention.

Tariff Updates

During the year ended December 31, 2025, pursuant to the International Emergency Economic Powers Act (“IEEPA”), the U.S. government announced significant additional tariffs on products imported from various countries, including countries where we source materials used in our Energy Server products. In February 2026, the U.S. Supreme Court ruled that certain tariffs imposed under the IEEPA were unlawful and required refunds of such tariffs collected, which refunds we have been separately pursuing. However, following the Supreme Court’s decision, the U.S. presidential administration invoked other laws to collect tariffs and announced new temporary ten percent tariffs on imports from all countries, in addition to any existing non-IEEPA tariffs. In late July 2026, following the expiration of such temporary tariffs, the U.S. presidential administration imposed new tariffs of 10% to 12.5% targeting imports from approximately 60 economies which covers almost all U.S. imports. Certain materials which we require, such as imports of steel, aluminum, copper, and derivative metal products, continue to be subject to their own separate tariff regime.

Tariff levels, their duration, and the potential imposition, modification or suspension of existing or additional new tariffs or retaliatory actions remain uncertain. These and future changes to trade policies, trade actions, or retaliatory trade measures in response may continue to result in additional costs and pricing pressures, supply chain disruptions, volatility in the demand for our Energy Server products, and increased economic or geopolitical risks, which could adversely impact our business, financial condition, and results of operations, materially or in ways that we cannot predict. We do not currently anticipate that the recent tariff actions taken by the U.S. presidential administration focusing on Canada or the Canadian response will have significant impacts on our business.

Commodity Pricing Volatility

Commodity input pricing has continued to be an important factor affecting our cost structure through the third quarter of fiscal year 2026. Certain raw materials and components used in our fuel cell stacks, power electronics, structural assemblies, and balance‑of‑plant systems—including steel alloys, specialty metals, electronic components, natural gas‑linked inputs, and rare earth‑dependent materials, continue to experience price fluctuations. While we do not generally purchase commodities directly at spot prices, supplier pricing may reflect changes in underlying commodity indices over time. Increases in commodity prices may not be immediately recoverable through customer pricing due to contractual arrangements, competitive dynamics, or fixed‑price project structures, creating potential margin pressure. We utilize supplier diversification, long‑term sourcing agreements, inventory planning, and selective contractual pass‑through mechanisms where available to mitigate commodity cost risks, and have also encouraged our suppliers to diversify their own supply chains. Sustained or rapid commodity price increases could adversely affect our results of operations.

Inflationary Pressures on Parts and Labor

Inflationary pressures increased in the third quarter of fiscal year 2026 and continued to persist across several cost categories relevant to our business, including certain electrical parts and components, labor, manufacturing and field installation services. Wage inflation in skilled manufacturing and technical field labor, coupled with higher third‑party contractor costs, impacted our operating expenses and cost of revenues. Suppliers pass on general inflationary impacts on labor and services through increased prices for parts which we manage through productivity initiatives, automation, supplier negotiations, selective price adjustments, and ongoing cost‑reduction programs. However, the timing and extent of these mitigations may not fully offset the pace of cost increases, particularly when we rapidly scale or accelerate deployment schedules.

Developments with Respect to Installation of our Energy Server Products

We continue to evolve our installation approach to a consult-only model, particularly for large load sites where we request customers to utilize one of our certified third-party installers. We continue to implement our certified third-party installation program where we train and certify established EPC companies with whom we have developed working relationships on the installation of our Energy Server product. Purchasers of our Energy Server product can select their preferred third-party EPC provider from the certified installer list, and enter into installation agreements directly with the EPC company. Bloom is available to provide consulting services to the installation. Installation partners undergo a rigorous qualification process prior to selection based upon criteria such as experience with Bloom’s product, other energy infrastructure installation experience, balance sheet, reputation, and safety record. Following selection, such EPC companies undergo extensive training on our Energy Server systems and its proper installation. To facilitate the use of third-party installers, increase installation speed, reduce dependency on skilled field labor, and reduce installation costs, Bloom has incorporated

traditional installation components and materials into the Energy Server that have previously been supplied by general contractors or built on-site. Examples include the use of a factory-built and tested fuel cell on a skid design, the development and use of the Power Connect spine for all external cabling, and locating the interconnects to the system at a centralized external interface panel with data and power connectors. Additional benefits of such improvements and standardization include reduction of installation risks and errors. Bloom continues to have responsibility for the commissioning of the Energy Server system following installation.

Increasing Opposition to Data Center Development

Opposition to data center development continues to grow. In July 2026, the governor of New York state signed an executive order to create a moratorium on new hyperscale data centers that included temporarily pausing State environmental permits for up to one year in order to build a regulatory framework to address concerns which have been expressed by consumers and communities in the State related to matters such as utility rates and the environment. Similar moratoriums have since been introduced in many other states, and many local cities and municipalities have also introduced or adopted these or other measures which restrict, pause, or otherwise adversely impact data center development. Prolonged and widespread opposition to data center development due to ratepayer impacts, environmental concerns, noise, and other expressed strains on local communities may have longer-term adverse impacts on our business. In addition to potential direct impacts such as adversely affecting the size of this target market or causing project cancellations, additional indirect impacts may include (among other things) further increasing the sales and installation cycle, increasing the time, cost, expense, and complexity of obtaining required permits for the development, and reducing government support and incentives for such developments, any of which may also have adverse impacts on our business, financial condition, and operating results. Despite recent increasing opposition to data center development, demand for our Energy Server systems in connection with such developments has continued to be robust. However, recently, notwithstanding the environmental benefits of Bloom’s Energy Server compared to alternatives, even projects with our fuel cell systems have experienced increased scrutiny, data requests, and discretionary hearings which have resulted in permitting delays. These delays in turn impact project construction, financing and commencement, all of which may have adverse impacts on our business, financial condition and operating results.

Financing Availability for Data Centers

Obtaining financing for data center development has generally become more difficult. Hyperscalers have increasingly funded such data center investments through borrowing rather than cash reserves, and corporate bond issuances for such purposes have surged. Projections of AI-related debt issuances in 2026 alone have exceeded $500 billion, driven by the need for significant upfront capital expenditures that outpaces earnings growth, and which has raised market concerns about rising leverage and (in some cases) negative free cash flow, for uncertain returns in the event benefits from the AI investments are not realized. In addition to hyperscalers, other participants in the AI infrastructure buildout, including neoclouds, co-location service providers, and other tenants to data infrastructure being built, are also increasingly viewed as high credit risks, which adds to uncertainty and makes financing more expensive and difficult to obtain, particularly when interest rates are also rising. When our hyperscaler, neocloud, and co-location customers and their related projects using our products are viewed as high credit risks, the size of the AI sector may be adversely impacted, projects unable to obtain economical financing may be cancelled, margin pressure may increase as developers negotiate lower prices for our products to offset higher financing costs, and additional pressure may be placed upon us to support developer efforts to obtain required regulatory permits which adds time, complexity, and cost, all of which may have adverse impacts on our business, financial condition and operating results.

We Also Arrange Financing for Customers

We arrange financing for the use of our Energy Server for our customers through power purchase agreements, capacity or lease arrangements. Our ability to arrange such financing is adversely impacted when our customers and their projects are viewed as high credit risk. When coupled with factors such as increasing opposition to data center development and pauses and additional delays in the issuance of air and other permits, the costs and risks of arranging financing for projects deploying our Energy Servers are further exacerbated. For example, despite our superior criteria pollutant emission profile and lower CO2 emissions than combustion alternatives, the process to obtain required air permits for larger installations is, at times, taking longer than expected. Construction, land use, and gas permits have also been delayed. These challenges may also impact our ability to receive revenue timely as we generally cannot sell our Energy Servers to a financier until permits are in hand. Regulatory uncertainty may also further affect our ability to arrange financing for projects because the economics of these financings depend on the monetization of available investment tax credits under the OBBBA. Any delays in the issuance of guidance related to such investment tax credits may cause financiers to further delay consummating financings for clean energy facilities using our products until greater clarity is received, and may put pressure on our margins or raise financing costs for our customers.

For additional information with respect of other factors affecting our performance, refer to Part II, Item 7, Management’s Discussion and Analysis of Financial Condition and Results of Operations, section Other Factors Affecting our Performance in our 2025 Form 10-K.

Sustainability

We are driven by the promise of our contribution to the transformation and decarbonization of energy and mobility sectors globally. Our advanced distributed energy platform delivers cost-effective, clean, reliable, and resilient electricity. Operating at high efficiency and without combustion, Bloom systems deliver lower emissions and improved air quality with minimal water use compared to conventional alternatives.

We are committed to continuous innovation, making our technology available across a growing list of applications including biogas, carbon capture, hydrogen, combined heat and power, and microgrid projects in order to serve our increasingly diverse customer base. Our natural gas-based Energy Server systems are also an important source of near-term emission reductions.

In April 2026, we released our 2025 Impact Report, Built for AI. Designed for Communities (the “Impact Report”), our sixth dedicated report, using generally accepted sustainability frameworks and standards, including alignment with Sustainability Accounting Standards Board (“SASB”) standards and the Task Force on Climate-related Financial Disclosure (“TCFD”) recommendations. In addition, the report also mapped to select Global Reporting Initiative (“GRI”) disclosures and to the International Financial Reporting Standard (“IFRS”) S2 disclosure standard.

The Impact Report as well as an ESG policy and resource library can be found on our website at https://www.bloomenergy.com/sustainability. 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.

Inflation Reduction Act of 2022 (the “IRA”) and The One Big Beautiful Bill Act (the “OBBBA”)

For information on the IRA and the OBBBA and their impact on our business, see Part II, Item 7, Management’s Discussion and Analysis of Financial Condition and Results of Operations, section Inflation Reduction Act of 2022 and The One Big Beautiful Bill Act in our 2025 Form 10-K.

Liquidity and Capital Resources

Overview of Liquidity Position

As of September 30, 2026, and December 31, 2025, we had unrestricted cash and cash equivalents of $2,486.7 million and $2,454.1 million, respectively. Our cash and cash equivalents consist of highly liquid investments with maturities of three months or less, including money market funds of $2,367.8 million and $2,386.6 million as of September 30, 2026, and December 31, 2025, respectively. We seek to maintain these balances with high credit quality counterparties, regularly monitor the amount of our credit exposure to any one issuer and diversify our investments in order to minimize our exposure.

As of September 30, 2026, and December 31, 2025, we had $2,473.5 million and $2,613.7 million of recourse debt, $3.0 million and $4.2 million of non-recourse debt, and $9.0 million and $10.0 million of other long-term liabilities, respectively. As of September 30, 2026, and December 31, 2025, $3.0 million and $4.2 million of our debt were classified as short-term, respectively, and $2,473.5 million and $2,613.7 million of our debt were classified as long-term, respectively. For a complete description of our outstanding debt, please see Part I, Item 1, Note 8—Outstanding Loans and Security Agreements in this Quarterly Report on Form 10-Q.

Capital Markets Activity

In October 2025, in connection with our partnership with Oracle to provide on-site solid state power for AI data centers, subject to the negotiation of a warrant mutually acceptable to us and Oracle, we agreed to issue to Oracle a warrant (the “Warrant”) to purchase up to an aggregate of 3,531,073 shares of our common stock, with an exercise price of $113.28 per share, which was the closing market price of our common stock on October 28, 2025. We and Oracle agreed that (i) the expiration date of the Warrant would be six (6) months from the date of the issuance of the Warrant, (ii) the Warrant would include customary anti-dilution adjustments, transfer restrictions and exercise procedures, and (iii) the Warrant would not entitle the holder to any voting rights, dividends or other rights as a stockholder of the Company prior to the exercise and settlement of the Warrant. The Warrant and the shares underlying the Warrant were expected to be issued in reliance on the exemption from registration pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended.

On April 9, 2026, we issued the Warrant pursuant to the previously disclosed strategic partnership agreement with Oracle. The Warrant was fully vested upon issuance, immediately exercisable in whole or in part, at any time during six months from the grant date. On May 1, 2026, Oracle performed a cashless exercise of the Warrant. As a result of the cashless exercise, we issued 1,905,433 shares of our common stock on a net basis. Under the terms of the warrant agreement, Oracle could elect either net or gross settlement. Because net settlement would result in 1.4 million fewer shares being issued than a gross settlement, we agreed to issue Oracle an additional 248,798 shares of common stock as an inducement for Oracle to elect net settlement. These incremental shares represented additional consideration with a fair value of $72.3 million.

Revolving Credit Facility

For information on a senior secured multicurrency revolving credit facility (the “Revolving Credit Facility”) which we entered into on December 19, 2025, see Part II, Item 8, Note 8—Outstanding Loans and Security Agreements, section Revolving Credit Facility in our 2025 Form 10-K. As of September 30, 2026, and December 31, 2025, no amounts were drawn under the Revolving Credit Facility. As of September 30, 2026, the $90.0 million letter of credit sub-facility under our Revolving Credit Facility was fully utilized, reducing our available borrowing capacity to $510.0 million.

Near-Term Liquidity Outlook and Financing Flexibility

The combination of our cash and cash equivalents and cash flow expected 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. If these sources of cash are insufficient or not received in a timely manner to meet our near-term or future liquidity needs, we may require additional equity or debt financing to fund our operations, manufacturing capacity, product development, and market expansion initiatives, as well as to respond to competitive pressures or strategic opportunities. We may, from time to time, engage in a variety of financing transactions for such purposes, including factoring our accounts receivable. There were no factoring arrangements during the three and nine months ended September 30, 2026 and 2025. We may not be able to secure timely additional financing on favorable terms, or at all. The terms of any additional financing may limit our financial and operational flexibility. Although we currently do not have any floating-rate notes on our balance sheet, our overall cost of capital may increase if interest rates rise and we refinance our fixed-rate convertible notes. If we raise additional funds through the issuance of equity or equity-linked securities, our existing stockholders could experience dilution in their ownership percentage, and any new securities may have rights, preferences, and privileges senior to those of our common stock.

Future Capital Requirements

Our future capital requirements depend on a variety of factors, including our rate of revenue growth; the timing and extent of spending on research and development and other business initiatives; increases in our manufacturing capacity; the pace and volume of system builds; the need for additional working capital; the expansion of our sales and marketing activities in both domestic and international markets; market acceptance of our products; selling models and vehicles required by customers; our ability to secure financing for customer use of our products; the timing of installations and related inventory build in anticipation of future sales; 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 in future quarters may affect our results of operations, including our revenues and cash flows.

Project-Related Option Arrangement

In May 2026, we made a $50.0 million payment to acquire contractual rights under an option arrangement. Under the related agreements, the rights were assigned in July 2026 to a Brookfield Asset Management (“Brookfield”) vehicle, which agreed to reimburse Bloom upon exercise of the option and acquisition of the underlying project. Under certain circumstances, including if the Brookfield vehicle did not proceed with the acquisition, the option rights could have been put back to the original holder, Oracle, with Bloom entitled to recovery of the $50.0 million through corresponding contractual arrangements. Bloom does not intend to retain a long-term ownership interest in the underlying assets or participate in the project’s long-term economics.

During the three months ended September 30, 2026, we received a corresponding $50.0 million payment from Brookfield. As of September 30, 2026, Bloom derecognized the project-related equity investment asset and no longer holds the option rights.

Cash Flow Analysis

A summary of our consolidated sources and uses of cash, cash equivalents, and restricted cash was as follows (in thousands):


	Nine Months Ended
	September 30,
	2026		2025

Net cash provided by (used in):
Operating activities	$	272,895	$	(304,124)
Investing activities	(257,700)		(58,299)
Financing activities	13,649		37,486

Operating Activities

Our operating activities consisted of net income adjusted for certain non-cash items plus changes in our operating assets and liabilities or working capital. Net cash provided by operating activities for the nine months ended September 30, 2026, was primarily due to business‑driven changes in working capital totaling $598.9 million. These changes included:

•A $879.3 million increase in accounts receivable and contract assets, which grew due to the timing of milestone billings and customer acceptance cycles;

•A $285.5 million increase in inventory, primarily driven by higher raw materials purchases to support anticipated growth in production volumes and future customer demand, as well as to help manage supply chain lead times;

•A $178.0 million increase in deferred revenue and customer deposits, primarily driven by a higher level of new customer deposits compared to the prior year period. This reflected the timing and mix of system deployments, including a lower proportion of projects without significant upfront billings. Deferred revenue increased modestly compared to the prior year period;

•A $128.4 million increase in prepaid expenses and other current assets due to upfront service‑related payments aligned with expanding field service activity; and

•A $64.9 million increase in deferred cost of revenue as associated systems reached acceptance milestones during the reporting quarter.

These movements were partially offset by a $583.5 million benefit from the timing of vendor payments.

Net cash provided by operating activities for the nine months ended September 30, 2026, was $272.9 million, representing a $577.0 million increase compared to the prior year period. The year-over-year change in operating assets and liabilities was primarily driven by: (i) an increase of $504.3 million attributable to contract assets, (ii) an increase of $272.9 million attributable to other long-term assets, (iii) an increase of $189.1 million attributable to accounts receivable, (iv) an increase of $106.3 million attributable to inventories, (v) an increase of $127.0 million attributable to prepaid expenses and other current assets, and (vi) an increase of $48.3 million attributable to deferred cost of revenue, partially offset by (a) an increase of $477.7 million attributable to accounts payable and accrued expenses, and (b) an increase of $412.5 million attributable to deferred revenue and customer deposits. These working‑capital variances represent gross movements and therefore do not reconcile directly to the total year‑over‑year change in net cash provided by operating activities, which also reflects non‑cash adjustments and other operating items included in the reconciliation from net income to operating cash flows.

Investing Activities

Our investing activities have consisted of capital expenditures, including investments to increase our production capacity, and investments in unconsolidated affiliates. Cash used in investing activities during the nine months ended September 30, 2026, was $257.7 million, an increase of $199.4 million compared to the prior year period. The increase was primarily due to a $197.5 million increase in expenditures on tenant improvements for a leased engineering and manufacturing facility in Fremont, California, which opened in July 2022, and a $2.0 million investment in the joint ventures between the Company and Brookfield (see Part I, Item 1, Note 7—Investments in Unconsolidated Affiliates in this Quarterly Report on Form 10-Q). We expect to continue to make capital investments to expand production capacity at our manufacturing facilities in

Fremont, California and Delmarva, Delaware. These investments, which include the purchase of new equipment and tenant improvements, are part of our strategic plan to continually increase capacity to meet orders and customer delivery requirements. The magnitude and timing of these capital expenditures will depend on implementation milestones, supplier lead times, and customer demand. We intend to fund these capital expenditures from cash on hand as well as cash flow expected to be generated from operations. We may also evaluate and arrange equipment lease financing to fund these capital expenditures.

Financing Activities

Our financing activities consist of payment of debt and debt issuance costs, repayments of/proceeds from financing obligations, proceeds from issuance of our common stock, payment of dividends and other cash flows from financing activities. Net cash provided by financing activities during the nine months ended September 30, 2026, was $13.6 million, a decrease of $23.8 million compared to the prior year period, predominantly due to (i) a $16.1 million decrease in proceeds from issuance of common stock, and (ii) an increase in cash outflows of $8.8 million for repayment of financing obligations, partially offset by a decrease in cash outflows of $1.2 million for repayment of debt and debt issuance costs.

Net cash provided by financing activities for the nine months ended September 30, 2026, consisted primarily of (i) the proceeds from issuance of common stock of $33.9 million, (ii) the repayment of financing obligations of $17.2 million, (iii) repayment of debt of $1.3 million, (iv) payment of dividends of $0.9 million, and (v) payment of debt issuance cost of $0.8 million.

We believe we have sufficient capital to operate our business over the next 12 months. Our working capital was strengthened with the supplemented liquidity through issuing the 0% Notes. In addition, we may still enter the equity or debt market as needed to support the expansion of our business. Please refer to Part II, Item 8, Note 8—Outstanding Loans and Security Agreements, and Part I, Item 1A, Risk Factors—Risks Related to Our Liquidity—Our indebtedness, and restrictions imposed by the agreements governing our outstanding indebtedness, may limit our financial and operating activities and may adversely affect our ability to incur additional debt to fund future needs in our 2025 Form 10-K, for more information regarding the terms of and risks associated with our debt. We enter into committed arrangements and anticipate meeting these purchase commitments with suppliers and third-party manufacturers through cash flow generated by operating activities. If our revenues or operating cash flows do not increase at a level sufficient to support these commitments, our liquidity and financial condition could be adversely affected.

Purchase and Financing Options

For information about our purchase and financing options, see Part II, Item 7—Management’s Discussion and Analysis of Financial Condition and Results of Operations, section Purchase and Financing Options in our 2025 Form 10-K.

Purchase Alternatives

Our customers have several purchase alternatives for our Energy Server systems. The portion of total revenue attributable to each purchase option for the three and nine months ended September 30, 2026 and 2025, was as follows:


	Three Months Ended				Nine Months Ended
	September 30,				September 30,
	2026		2025		2026		2025

Direct purchase (including third-party PPAs and international channels)	99	%	98	%	99	%	97	%

Managed services	1	%	2	%	1	%	3	%

Financing Partners

For information about our financing partners, see Part II, Item 7—Management’s Discussion and Analysis of Financial Condition and Results of Operations, section Purchase and Financing Options, sub-section Financing Partners in our 2025 Form 10-K.

Delivery and Installation

For information on delivery and installation of our Energy Server systems, see Part II, Item 7—Management’s Discussion and Analysis of Financial Condition and Results of Operations, section Delivery and Installation in our 2025 Form 10-K.

Since the discussion of the delivery and installation in our 2025 Form 10-K, we have sought to evolve our approach to installation to a consult only model, particularly for large load sites where we request our customers to utilize one of our certified third party installers for the equipment installation and project construction work and we operate as consultants to such certified installers as to Bloom Energy Server Product. See Part I, Item 2, section Developments With Respect to Factors Affecting Our Performance, subsection Developments with Respect to Installation of our Energy Server Products in this Quarterly Report on Form 10-Q for additional information.

Performance Guarantees

As of September 30, 2026, and December 31, 2025, we had incurred no liabilities due to failure to repair or replace the Energy Server systems pursuant to any performance warranties made under the O&M Agreements (“O&M Agreements”).

For the O&M Agreements that are subject to renewal, our future service revenue from such agreements are subject to our obligations to make payments for underperformance against the performance guaranties, which are capped at an aggregate total of approximately $847.2 million (including $473.2 million related to portfolio financing entities and $374.0 million related to all other transactions, and include payments for both low output and low efficiency) and our aggregate remaining potential payment related to these underperformance obligations was approximately $466.1 million as of September 30, 2026. For the three and nine months ended September 30, 2026, we made performance guarantee payments of $7.5 million and $21.3 million, respectively. For the three and nine months ended September 30, 2025, we made performance guarantee payments of $2.4 million and $17.0 million, respectively.

International Channel Partners

There were no significant changes in our international channel partners during the three and nine months ended September 30, 2026. For information on international channel partners, see Part II, Item 7—Management’s Discussion and Analysis of Financial Condition and Results of Operations, section International Channel Partners in our 2025 Form 10-K.

Results of Operations

A discussion regarding the comparison of our financial condition and results of operations for the three and nine months ended September 30, 2026 and 2025, is presented below.

Revenue


	Three Months Ended				Change				Nine Months Ended				Change
	September 30,								September 30,
	2026		2025		Amount		%		2026		2025		Amount		%
	(dollars in thousands)
Product	$	1,073,610	$	384,314	$	689,296	179.4	%	$	2,662,371	$	892,794	$	1,769,577	198.2	%
Installation	84,855		65,773		19,082		29.0	%	161,764		136,796		24,968		18.3	%
Service	67,557		58,607		8,950		15.3	%	198,459		166,604		31,855		19.1	%
Electricity	9,815		10,354		(539)		(5.2)	%	29,662		50,117		(20,455)		(40.8)	%
Total revenue	$	1,235,837	$	519,048	$	716,789	138.1	%	$	3,052,256	$	1,246,311	$	1,805,945	144.9	%

Total Revenue

Total revenue increased by $0.7 billion, or 138.1%, for the three months ended September 30, 2026, and by $1.8 billion, or by 144.9%, for the nine months ended September 30, 2026, in each case compared with the corresponding period in 2025. The increases were primarily attributable to higher product revenue, which increased by $0.7 billion and $1.8 billion, for the three and nine months ended September 30, 2026, respectively. Installation revenue increased by $19.1 million and $25.0 million, and service revenue increased by $9.0 million and $31.9 million, respectively. These increases were partially offset by decreases in electricity revenue of $0.5 million and $20.5 million, respectively.

Product Revenue

Product revenue increased by $0.7 billion, or 179.4%, for the three months ended September 30, 2026, and by $1.8 billion, or 198.2%, for the nine months ended September 30, 2026, in each case compared with the corresponding period in 2025. Product revenue increased due to an increase in new acceptances and subsequent delivery of existing contracts, driven by continued demand for time-to-power solutions.

Installation Revenue

Installation revenue increased by $19.1 million, or 29.0%, for the three months ended September 30, 2026, and by $25.0 million, or 18.3%, for the nine months ended September 30, 2026, in each case compared with the corresponding period in 2025. The increases were primarily attributed to timing and scope of installation activity and the achievement of project milestones.

Service Revenue

Service revenue increased by $9.0 million, or 15.3%, for the three months ended September 30, 2026, and $31.9 million, or 19.1%, for the nine months ended September 30, 2026, in each case compared with the corresponding period in 2025. The increases were primarily attributable to higher revenue from maintenance contracts associated with the growth of our installed base, which contributed $16.9 million and $43.5 million for the three and nine months ended September 30, 2026, respectively, partially offset by higher product performance guarantee costs of $8.3 million and $13.0 million for the same periods.

Electricity Revenue

Electricity revenue includes both revenue from contracts with customers and revenue from contracts that contain leases.

Electricity revenue decreased by $0.5 million, or 5.2%, for the three months ended September 30, 2026, and by $20.5 million, or 40.8%, for the nine months ended September 30, 2026, in each case compared with the corresponding period in 2025. The decrease for the three months ended September 30, 2026, was primarily due to termination and repowering of certain Managed Services related sites. The decrease for the nine months ended September 30, 2026, was predominantly due to a one-time settlement of a customer contract after redeploying assets for our partner in the first quarter of fiscal year 2025, as well as termination and repowering of certain Managed Services related sites.

Cost of Revenue


	Three Months Ended				Change				Nine Months Ended				Change
	September 30,								September 30,
	2026		2025		Amount		%		2026		2025		Amount		%
	(dollars in thousands)
Product	$	666,978	$	249,794	$	417,184	167.0	%	$	1,690,167	$	588,113	$	1,102,054	187.4	%
Installation	88,954		59,921		29,033		48.5	%	176,863		131,460		45,403		34.5	%
Service	55,508		51,834		3,674		7.1	%	165,320		154,100		11,220		7.3	%
Electricity	7,293		5,824		1,469		25.2	%	21,686		25,133		(3,447)		(13.7)	%
Total cost of revenue	$	818,733	$	367,373	$	451,360	122.9	%	$	2,054,036	$	898,806	$	1,155,230	128.5	%

Total Cost of Revenue

Total cost of revenue increased by $0.5 billion, or 122.9%, for the three months ended September 30, 2026, and by $1.2 billion, or 128.5%, for the nine months ended September 30, 2026, in each case compared with the corresponding period in 2025. The increases were primarily attributable to higher product costs associated with increased product revenue.

Cost of Product Revenue

Cost of product revenue increased by $0.4 billion, or 167.0%, for the three months ended September 30, 2026, and by $1.1 billion, or 187.4%, for the nine months ended September 30, 2026, in each case compared with the corresponding period in 2025. The increases were primarily attributable to higher product volume, an increase in product warranty, and an increase in stock-based compensation for manufacturing employees. The impact of higher volume was partially offset by lower material,

labor, and overhead costs resulting from manufacturing efficiency improvements and increased automation, net of higher freight costs. In addition, the overall increase was partially offset by a $37.2 million recovery of previously paid import tariffs recognized during the nine months ended September 30, 2026, and by inventory reserve and asset impairments totaling $21.8 million recorded in the third quarter of fiscal year 2025 related to our Electrolyzer assets.

Cost of Installation Revenue

Cost of installation revenue increased by $29.0 million, or 48.5%, for the three months ended September 30, 2026, and by $45.4 million, or 34.5%, for the nine months ended September 30, 2026, in each case compared with the corresponding period in 2025. The increases were primarily attributable to project mix and the timing and scope of installation activity.

Cost of Service Revenue

Cost of service revenue increased by $3.7 million, or 7.1%, for the three months ended September 30, 2026, and by $11.2 million, or 7.3%, for the nine months ended September 30, 2026, in each case compared with the corresponding period in 2025. The increase for the three and nine months ended September 30, 2026, was primarily attributable to the timing of field replacement unit deployments and maintenance activity, partially offset by fleet optimization and cost reduction initiatives.

Cost of Electricity Revenue

Cost of electricity revenue includes both cost of revenue from contracts with customers and cost of revenue from contracts that contain leases.

Cost of electricity revenue increased by $1.5 million, or 25.2%, for the three months ended September 30, 2026, and decreased by $3.4 million, or 13.7%, for the nine months ended September 30, 2026, in each case compared with the corresponding period in 2025. The increase for the three months ended September 30, 2026, was primarily due to the increase in the number of installed units. The decrease for the nine months ended September 30, 2026, was mainly due to (i) redeploying assets for our partner to enable a one-time settlement of a customer contract in the first quarter of fiscal year 2025, and (ii) the reduction in the number of installed units.

Gross Profit (Loss) and Gross Margin


	Three Months Ended						Change		Nine Months Ended						Change
	September 30,								September 30,
	2026			2025					2026			2025
	(dollars in thousands)
Gross profit (loss):
Product	$	406,632		$	134,520		$	272,112	$	972,204		$	304,681		$	667,523
Installation	(4,099)			5,852			(9,951)		(15,099)			5,336			(20,435)
Service	12,049			6,773			5,276		33,139			12,504			20,635
Electricity	2,522			4,530			(2,008)		7,976			24,984			(17,008)
Total gross profit	$	417,104		$	151,675		$	265,429	$	998,220		$	347,505		$	650,715

Gross margin:
Product	38		%	35		%			37		%	34		%
Installation	(5)		%	9		%			(9)		%	4		%
Service	18		%	12		%			17		%	8		%
Electricity	26		%	44		%			27		%	50		%
Total gross margin	34		%	29		%			33		%	28		%

Total Gross Profit

Gross profit increased by $265.4 million for the three months ended September 30, 2026, and by $650.7 million for the nine months ended September 30, 2026, in each case compared with the corresponding period in 2025. The increases were primarily attributable to higher product and service gross profit, partially offset by lower installation and electricity gross profit (loss).

Product Gross Profit

Product gross profit increased by $272.1 million and $667.5 million for the three and nine months ended September 30, 2026, respectively, compared with the corresponding periods in 2025. The increase was primarily attributable to (i) increased product demand for our power solutions, including deployments for large data center customers; (ii) a $37.2 million recovery of previously paid import tariffs recognized during the nine months ended September 30, 2026; (iii) inventory reserve and asset impairments totaling $21.8 million recorded in the third quarter of fiscal year 2025 related to Electrolyzer assets, as compared to $3.1 million asset impairments in the third quarter of fiscal year 2026; and (iv) lower material, labor, and overhead costs due to ongoing manufacturing process improvements and increased automation. The overall increase was partially offset by an increase in product warranty.

Installation Gross (Loss) Profit

Installation gross profit decreased by $10.0 million and $20.4 million for the three and nine months ended September 30, 2026, respectively, compared with the corresponding periods in 2025, resulting in a gross loss in both periods. The decrease in gross profit was primarily attributable to project mix and the timing and scope of installation activity, and a one-time customer settlement in the third quarter of fiscal year 2025.

Service Gross Profit

Service gross profit increased by $5.3 million and $20.6 million for the three and nine months ended September 30, 2026, respectively, compared with the corresponding periods in 2025. The increase was primarily attributable to higher revenue from maintenance contracts associated with our fleet of Energy Server systems, which contributed $16.9 million and $43.5 million for the three and nine months ended September 30, 2026, respectively. The increase was partially offset by higher product performance guarantee costs of $8.3 million and $13.0 million for the same periods, reflecting the effects of fleet degradation.

Electricity Gross Profit

Electricity gross profit decreased by $2.0 million and $17.0 million for the three and nine months ended September 30, 2026, respectively, compared with the corresponding periods in 2025. The decrease for the three months ended September 30, 2026, was not material. The decrease for the nine months ended September 30, 2026, was predominantly due to a one-time settlement of a customer contract after redeploying assets for our partner in the first quarter of fiscal year 2025.

Operating Expenses


	Three Months Ended				Change				Nine Months Ended				Change
	September 30,								September 30,
	2026		2025		Amount		%		2026		2025		Amount		%
	(dollars in thousands)
Research and development	$	64,146	$	48,724	$	15,422	31.7	%	$	179,868	$	130,104	$	49,764	38.2	%
Sales and marketing	52,409		41,995		10,414		24.8	%	133,893		88,326		45,567		51.6	%
General and administrative	75,100		53,110		21,990		41.4	%	204,583		143,802		60,781		42.3	%
Total operating expenses	$	191,655	$	143,829	$	47,826	33.3	%	$	518,344	$	362,232	$	156,112	43.1	%

Total Operating Expenses

Total operating expenses increased by $47.8 million, or 33.3%, for the three months ended September 30, 2026, and by $156.1 million, or 43.1%, for the nine months ended September 30, 2026, in each case compared with the corresponding period in 2025. The increases were primarily attributable to higher employee compensation and benefits expense, including stock-based compensation, of $36.6 million and $105.5 million, for the three and nine months ended September 30, 2026, respectively, and investments to support the growth of our business.

Research and Development

Research and development expenses increased by $15.4 million, or 31.7%, for the three months ended September 30, 2026, and by $49.8 million, or 38.2% for the nine months ended September 30, 2026, in each case compared with the corresponding period in 2025. The increases were primarily attributable to higher employee compensation and benefits expense, including stock-based compensation, of $9.9 million and $30.6 million, for the three and nine months ended September 30, 2026, respectively, and increased investment in research and development activities.

Sales and Marketing

Sales and marketing expenses increased by $10.4 million, or 24.8%, for the three months ended September 30, 2026, and by $45.6 million, or 51.6% for the nine months ended September 30, 2026, in each case compared with the corresponding period in 2025. The increases were primarily attributable to higher employee compensation and benefits expense, including stock-based compensation, of $13.0 million and $36.5 million, for the three and nine months ended September 30, 2026, respectively, and increased commercial activity.

General and Administrative

General and administrative expenses increased by $22.0 million, or 41.4%, for the three months ended September 30, 2026, and by $60.8 million, or 42.3%, for the nine months ended September 30, 2026, in each case compared with the corresponding period in 2025. The increases were primarily attributable to higher employee compensation and benefits expense, including stock-based compensation, of $13.7 million and $38.4 million, for the three and nine months ended September 30, 2026, respectively, and higher professional services, facilities and information technology costs, partially offset by lower other operating expenses.

Stock-Based Compensation


	Three Months Ended				Change				Nine Months Ended				Change
	September 30,								September 30,
	2026		2025		Amount		%		2026		2025		Amount		%
	(dollars in thousands)
Cost of revenue	$	9,048	$	5,719	$	3,329	58.2	%	$	29,128	$	16,262	$	12,866	79.1	%
Research and development	13,153		8,205		4,948		60.3	%	39,345		23,945		15,400		64.3	%
Sales and marketing	14,862		7,145		7,717		108.0	%	42,750		16,975		25,775		151.8	%
General and administrative	23,046		17,084		5,962		34.9	%	62,292		43,350		18,942		43.7	%
Total stock-based compensation	$	60,109	$	38,153	$	21,956	57.5	%	$	173,515	$	100,532	$	72,983	72.6	%

Total stock-based compensation expense for the three and nine months ended September 30, 2026, increased by $22.0 million and $73.0 million, respectively, compared with the corresponding periods in 2025. The increase was primarily attributable to higher stock-based compensation expense related to PSUs and RSUs of $17.6 million and $51.2 million, respectively, increased expense associated with the 2018 ESPP of $1.8 million and $7.0 million, respectively, and a net increase of $3.1 million and $15.4 million, respectively, related to capitalized stock-based compensation and the cash-settled component of certain stock-based awards, partially offset by a decrease in stock-based compensation expense related to options of $0.5 million and $0.6 million, respectively. The increase was driven principally by (i) grants of new awards to executive officers, (ii) an increase in Bloom’s stock price, and (iii) higher employee participation and contributions under the 2018 ESPP.

Other Income and Expense


	Three Months Ended				Change		Nine Months Ended				Change
	September 30,						September 30,
	2026		2025				2026		2025
	(in thousands)
Interest income	$	22,129	$	5,292	$	16,837	$	63,611	$	20,468	$	43,143
Interest expense	(7,525)		(14,390)		6,865		(25,035)		(43,241)		18,206
Equity in loss of unconsolidated affiliates	(2,897)		(19,599)		16,702		(15,553)		(19,599)		4,046
Other income (expense), net	12,627		(1,362)		13,989		21,131		3,059		18,072
Loss on extinguishment of debt	—		—		—		—		(32,340)		32,340
Gain (loss) on revaluation of embedded derivatives	10		(411)		421		225		(402)		627
Total	$	24,344	$	(30,470)	$	54,814	$	44,379	$	(72,055)	$	116,434

Interest Income

Interest income is earned on invested cash balances, primarily held in money market funds. Interest income increased by $16.8 million and $43.1 million for the three and nine months ended September 30, 2026, respectively, compared with the same periods in 2025, primarily due to an increase in average invested cash balances following the refinancing of debt into a 0% coupon instrument maturing in 2030. As a result, average balances invested in money market funds for the three and nine months ended September 30, 2026 increased by approximately $1.8 billion and $1.7 billion, respectively, compared with the corresponding periods in 2025.

Interest Expense

Interest expense is primarily due to our debt held by third parties and interest expense related to managed services agreements.

Interest expense decreased by $6.9 million and $18.2 million for the three and nine months ended September 30, 2026, respectively, compared with the corresponding periods in 2025, primarily due to lower interest expense on the Green Notes resulting from conversions and the redemption of the remaining 3.0% Green Notes due June 2028. The decrease was partially offset by amortization of debt issuance costs associated with the 0% Notes issued in November 2025.

Equity in Loss of Unconsolidated Affiliates

During the year ended December 31, 2025, the Company and Brookfield entered into joint venture structures. Brookfield is considered the principal owner, and accounts for the JVs on a consolidated basis. For the three and nine months ended September 30, 2026, Equity in loss of unconsolidated affiliates reflects (i) the ASC 323, Investments—Equity Method and Joint Ventures elimination of intra‑entity profit on sales to joint ventures formed with Brookfield—deferred and recognized over the assets’ depreciable lives—and (ii) the Company’s equity pickup of those joint ventures’ net results under the HLBV method. For details, refer to Part II, Item 1, Note 7—Investments in Unconsolidated Affiliates in this Quarterly Report on Form 10-Q.

Other Income (Expense), Net

Other income (expense), net primarily consists of gains and losses from foreign currency transactions and income related to managed services transactions.

For the three months ended September 30, 2026, other income, net was $12.6 million, compared with other expense, net of $1.4 million in the prior-year period. The $14.0 million year-over-year change was primarily due to $9.3 million of income related to managed services transactions and a $4.8 million favorable change in foreign currency transactions.

For the nine months ended September 30, 2026, other income, net increased by $18.1 million compared with the prior year period, primarily due to $20.4 million of income related to managed services transactions, partially offset by a $2.0 million unfavorable change in foreign currency transactions, which moved from a gain in the prior year period to a loss in the current year period.

Loss on extinguishment of debt

Loss on extinguishment of debt for the nine months ended September 30, 2025, was $32.3 million, recognized in connection with the exchange of $112.8 million aggregate principal amount of the 2.5% Green Convertible Senior Notes due August 2025 for $115.7 million aggregate principal amount of 3.0% Green Notes due June 2029, which settled on May 13, 2025.

Gain (Loss) on Revaluation of Embedded Derivatives

Gain (loss) on revaluation of embedded derivatives is derived from the change in fair value of our sales contracts of embedded Escalation Protection Plan derivatives valued using historical grid prices and available forecasts of future electricity prices to estimate future electricity prices. Gain (loss) on revaluation of embedded derivatives for the three and nine months ended September 30, 2026, compared with the same periods in 2025, was not material.

Income Tax Provision


	Three Months Ended				Change				Nine Months Ended				Change
	September 30,								September 30,
	2026		2025		Amount		%		2026		2025		Amount		%
	(dollars in thousands)
Income tax provision	$	817	$	336	$	481	143.2	%	$	2,732	$	1,784	$	948	53.1	%

Income tax provision consists primarily of income taxes in foreign jurisdictions in which we conduct business. We maintain a full valuation allowance for domestic deferred tax assets, including net operating loss and certain tax credit carryforwards. The income tax provision for the three and nine months ended September 30, 2026, was driven primarily by changes in effective tax rates on income earned by international entities.

Given our recent and anticipated future earnings, we believe there is a possibility that sufficient positive evidence may become available in the future periods to allow us to determine that a significant portion of the valuation allowance recorded against our U.S. deferred tax assets should be released. A release would result in the recognition of U.S. deferred tax assets and a corresponding income tax benefit in the period the release is recorded. The exact timing and amount of the valuation allowance release is dependent on our actual operating results and may be impacted by adverse macroeconomic conditions.

Net (Loss) Income Attributable to Noncontrolling Interests


	Three Months Ended				Change				Nine Months Ended				Change
	September 30,								September 30,
	2026		2025		Amount		%		2026		2025		Amount		%
	(dollars in thousands)
Net (loss) income attributable to noncontrolling interest	$	(1,295)	$	133	$	(1,428)	(1,073.7)	%	$	4,309	$	960	$	3,349	348.9	%

Net (loss) income attributable to noncontrolling interests is the result of allocating profits and losses to noncontrolling interests under the hypothetical liquidation at book value (“HLBV”) method. HLBV is a balance sheet-oriented approach for applying the equity method of accounting when there is a complex structure, such as consolidation of a variable interest entity (“VIE”).

For the three months ended September 30, 2026, net income attributable to noncontrolling interests decreased by $1.4 million, resulting in a net loss attributable to the noncontrolling interest, compared with the corresponding period in 2025. For the nine months ended September 30, 2026, net income attributable to noncontrolling interests increased by $3.3 million due to higher income allocated to the noncontrolling interest, compared with the corresponding period in 2025. These changes relate to the Korean JV, our consolidated VIE.

Critical Accounting Policies and Estimates

The condensed consolidated financial statements have been prepared in accordance with generally accepted accounting principles as applied in the United States (“U.S. GAAP”). The preparation of the condensed consolidated financial statements requires us to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues, costs and expenses and related disclosures. Our discussion and analysis of our financial results under Results of Operations above are based on our results of operations, which we have prepared in accordance with U.S. GAAP. In preparing these condensed consolidated financial statements, we make assumptions, judgments and estimates that can affect the reported amounts of assets, liabilities, revenues and expenses, and net income. On an ongoing basis, we base our estimates on historical experience, as appropriate, and on various other assumptions that we believe to be reasonable under the circumstances. Changes in the accounting estimates are representative of estimation uncertainty and are reasonably likely to occur from period to period. Accordingly, actual results could differ significantly from the estimates made by our management. We evaluate our estimates and assumptions on an ongoing basis. To the extent that there are material differences between these estimates and actual results, our future financial statement presentation, financial condition, results of operations and cash flows will be affected. We believe that the following critical accounting policies involve a greater degree of judgment and complexity than our other accounting policies. Accordingly, these are the policies we believe are the most critical to understanding and evaluating the consolidated financial condition and results of operations.

The accounting policies that most frequently require us to make assumptions, judgments and estimates, and therefore are critical to understanding our results of operations, include:

•Revenue Recognition;

•Income Taxes; and

•Principles of Consolidation.

Part II, Item 7, Management’s Discussion and Analysis of Financial Condition and Results of Operation, section Critical Accounting Estimates in our 2025 Form 10-K provides a more complete discussion of our critical accounting policies and estimates. During the three and nine months ended September 30, 2026, there were no significant changes to our critical accounting policies and estimates.

ITEM 3—QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

There were no significant changes to our quantitative and qualitative disclosures about market risk during the nine months ended September 30, 2026. Please refer to Part II, Item 7A, Quantitative and Qualitative Disclosures about Market Risk included in our 2025 Form 10-K for a more complete discussion of the market risks we consider.

ITEM 4—CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in our reports that we file or submit under the Exchange Act, is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms, and that such information is accumulated and communicated to our management, including our Chief Executive Officer (our principal executive officer) and Chief Financial Officer (our principal financial officer) as appropriate, to allow for timely decisions regarding required disclosure.

Our management, with the participation of our Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act), as of September 30, 2026. Based on such evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that as of September 30, 2026, our disclosure controls and procedures were effective.

Changes in Internal Control over Financial Reporting

During the three months ended September 30, 2026, there were no changes in our internal control over financial reporting, which were identified in connection with management’s evaluation required by paragraphs (d) of Rules 13a-15 and 15d-15 under the Exchange Act, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

For further information on inherent limitations on effectiveness of internal controls and management’s report on internal control over financial reporting, see Part II, Item 9A, Controls and Procedures in our 2025 Form 10-K.

PART II—OTHER INFORMATION

ITEM 1—LEGAL PROCEEDINGS

We are, and from time to time we may become, involved in legal proceedings or subject to claims arising in the ordinary course of our business. For a discussion of our legal proceedings, see Part I, Item 1, Note 12—Commitments and Contingencies in this Quarterly Report on Form 10-Q. We are not presently a party to any other legal proceedings that in the opinion of our management and if determined adversely to us, would individually or taken together have a material adverse effect on our business, operating results, financial condition or cash flows.

ITEM 1A—RISK FACTORS

There were no material changes in risk factors as disclosed in our 2025 Form 10-K and Quarterly Report on Form 10-Q for the period ended June 30, 2026.

ITEM 2—UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

None.

ITEM 3—DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4—MINE SAFETY DISCLOSURES

Not applicable.

ITEM 5—OTHER INFORMATION

On July 31, 2026, Ms. Barbara Burger, one of the Company’s directors, adopted a Rule 10b5-1 trading arrangement with an expiration date of May 3, 2027 (or such earlier date upon which all transactions contemplated thereunder are completed) for the sale of up to 19,210 shares of common stock of the Company, subject to certain conditions.

On August 31, 2026, Mr. Satish Chitoori, our Chief Operations Officer, adopted a Rule 10b5-1 trading arrangement with an expiration date of August 31, 2027 (or such earlier date upon which all transactions contemplated thereunder are completed) for the sale of up to 10,000 shares of common stock of the Company, subject to certain conditions, and sale of sufficient vesting restricted stock units to satisfy withholding tax obligations.

ITEM 6—EXHIBITS

Incorporated by Reference

Exhibit Number

Description

Form

File No.

Exhibit

Filing Date

3.1

Restated Certificate of Incorporation

Filed herewith

3.2

Amended and Restated Bylaws, as effective August 7, 2024

10-Q

001-38598

3.7

8/8/2024

10.1

Lease between PAC Operating Limited Partnership and Bloom Energy Corporation, effective August 28, 2026

Filed herewith

31.1

Certifications of Principal Executive Officer pursuant to Rules 13a-14(a) and 15d-14(a) of the Securities and Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

Filed herewith

31.2

Certifications of Principal Financial Officer pursuant to Rules 13a-14(a) and 15d-14(a) of the Securities and Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

Filed herewith

32.1

Certifications of the Principal Executive Officer and Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

Furnished herewith

101.INS

XBRL Instance Document- the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document

Filed herewith

101.SCH

Inline XBRL Taxonomy Extension Schema Document

Filed herewith

101.CAL

Inline XBRL Taxonomy Extension Calculation Linkbase Document

Filed herewith

101.DEF

Inline XBRL Taxonomy Extension Definition Linkbase Document

Filed herewith

101.LAB

Inline XBRL Taxonomy Extension Label Linkbase Document

Filed herewith

101.PRE

Inline XBRL Taxonomy Extension Presentation Linkbase Document

Filed herewith

104

Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)


*			The certifications furnished in Exhibit 32.1 hereto are deemed to accompany this Quarterly Report on Form 10-Q and will not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liability of that section, nor shall it be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended.
#			Portions of the exhibit have been omitted pursuant to Item 601(b)(10)(iv) of Regulation S-K. The registrant hereby undertakes to provide an unredacted copy of the exhibit and a materiality and privacy and confidentiality analysis upon request by the Securities and Exchange Commission.

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

BLOOM ENERGY CORPORATION

Date:

October 22, 2026

By:

/s/ KR Sridhar

KR Sridhar

Founder, Chief Executive Officer, Chairman and Director

(Principal Executive Officer)

Date:

October 22, 2026

By:

/s/ Simon Edwards