Commitments and Contingencies |
9 Months Ended |
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Sep. 30, 2026 | |
| Commitments and Contingencies Disclosure [Abstract] | |
| Commitments and Contingencies | 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.
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