v3.26.3
Outstanding Loans and Security Agreements
 9 Months Ended
Sep. 30, 2026
Debt Disclosure [Abstract]  
Outstanding Loans and Security Agreements 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 ValueInterest
Rate		Maturity DatesEntity
CurrentLong-
Term		Total
0% Convertible Senior Notes due November 2030
$2,500,000 $— $2,450,891 $2,450,891 0.0%November 2030Company
3.0% Green Convertible Senior Notes due June 2029
22,771 — 22,608 22,608 3.0%June 2029Company
Total recourse debt2,522,771 — 2,473,499 2,473,499 
4.6% Term Loan due October 2026
2,950 2,950 — 2,950 4.6%October 2026Korean JV
Total non-recourse debt2,950 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 ValueInterest
Rate		Maturity DatesEntity
CurrentLong-
Term		Total
0% Convertible Senior Notes due November 2030
$2,500,000 $— $2,442,091 $2,442,091 0.0%November 2030Company
3.0% Green Convertible Senior Notes due June 2029
75,125 — 73,473 73,473 3.0%June 2029Company
3.0% Green Convertible Senior Notes due June 2028
99,655 — 98,162 98,162 3.0%June 2028Company
Total recourse debt2,674,780 — 2,613,726 2,613,726 
4.6% Term Loan due October 2026
2,769 2,769 — 2,769 4.6%October 2026Korean JV
4.6% Term Loan due April 2026
1,384 1,384 — 1,384 4.6%April 2026Korean JV
Total non-recourse debt4,153 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
YesYes
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
See footnote 11
Classification of net carrying value in condensed consolidated balance sheets.
as of September 30, 2026
Long-term liabilityLong-term liability
as of December 31, 2025
Long-term liabilityLong-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 EndedNine Months Ended
September 30,September 30,
2026202520262025
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 EndedNine Months Ended
September 30,September 30,
2026202520262025
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,
20262025
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 EndedNine Months Ended
September 30,September 30,
2026202520262025
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,
20262025
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— 
202922,771 
20302,500,000 
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.