Bloom Energy Corp 10-Q/A for FY2026 Q2
Bloom Energy Corp (BE)
10-Q/A
2026-07-29
For: 2026-06-30
View Original
Added on
July 29, 2026
About this 10-Q/A
Bloom Energy Corp filed this 10-Q/A on July 29, 2026, covering the quarter ended June 30, 2026 (FY2026 Q2).
Headline figures
Quarter ended June 30, 2026, as reported in this filing, compared with the same period a year earlier where the filing states it.
- Revenue
- $1.07B
- up 165.5% from $401.24M a year earlier
- Net income
- $198.86M
- compared with a net loss of $42.19M a year earlier
- Diluted EPS
- $0.62
- compared with -$0.18 a year earlier
On May 1, 2026, Mr. Jeffrey Immelt, one of the Company’s directors adopted a Rule 10b5-1 trading arrangement with an expiration date of May 14, 2027 (or such earlier date upon which all transactions contemplated thereunder are completed) for the sale of up to 60,000 shares of common stock of the Company, subject to certain conditions.
On May 27, 2026, Dr. KR Sridhar, our Chief Executive Officer and Chairman of the Board, adopted a Rule 10b5-1 trading arrangement with an expiration date of September 1, 2027 (or such earlier date upon which all transactions contemplated thereunder are completed) for the sale of up to 200,000 shares of common stock of the Company, subject to certain conditions.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
________________________________________________________________________
FORM 10-Q/A
Commission File Number: 001-38598
| (Mark One) | |||||
| QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |||||
For the quarterly period ended | |||||
| or | |||||
| TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |||||
| For the transition period from ____________to ____________ | |||||
________________________________________________________________________
(Exact name of registrant as specified in its charter)
________________________________________________________________________
_______________________________________________________________________________________________________________________
| (State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) | ||||
| (Address of principal executive offices) | (Zip Code) | ||||
( | |||||
| (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 | ||||||
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.
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 July 22, 2026 was as follows:
Common Stock, $0.0001 par value, 294,527,346 shares
1
Explanatory Note
The purpose of this amendment to our Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2026 (the “Form 10-Q”), as filed with the Securities and Exchange Commission on July 28, 2026, is to address a transposition of references to “six months” and “three months” in the Form 10-Q under Item 1 – Financial Statements, Note 1. Nature of Business, Liquidity and Basis of Presentation – Concentration of Risk – Customer Risk.
The first paragraph thereunder is updated as follows: “Customer Risk—During the six months ended June 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 44% and 21% of our total revenue. During the three months ended June 30, 2026, revenue from one customer*, which is not our related party, accounted for approximately 73% of our total revenue.”
2
Table of Contents
| Page | |||||
PART I—FINANCIAL INFORMATION | |||||
Item 1—Financial Statements (unaudited) | |||||
| Condensed Consolidated Balance Sheets | |||||
| Condensed Consolidated Statements of Operations | |||||
| Condensed Consolidated Statements of Comprehensive Income (Loss) | |||||
| Condensed Consolidated Statements of Changes in Stockholders’ Equity | |||||
| Condensed Consolidated Statements of Cash Flows | |||||
| Notes to Unaudited Condensed Consolidated Financial Statements | |||||
Item 6—Exhibits | |||||
| Signatures | |||||
3
PART I—FINANCIAL INFORMATION
ITEM 1—FINANCIAL STATEMENTS
Bloom Energy Corporation
Condensed Consolidated Balance Sheets
(in thousands, except share data)
(unaudited)
| June 30, | December 31, | |||||||||||||
| 2026 | 2025 | |||||||||||||
| Assets | ||||||||||||||
| Current assets: | ||||||||||||||
Cash and cash equivalents1 | $ | $ | ||||||||||||
Restricted cash | ||||||||||||||
Accounts receivable, less allowance for credit losses of $ | ||||||||||||||
Contract assets3 | ||||||||||||||
Inventories1 | ||||||||||||||
Deferred cost of revenue | ||||||||||||||
Customer consideration asset12 | ||||||||||||||
Prepaid expenses and other current assets1, 4 | ||||||||||||||
| Total current assets | ||||||||||||||
Property, plant and equipment, net1 | ||||||||||||||
Investments in unconsolidated affiliates10 | ||||||||||||||
Operating lease right-of-use assets1 | ||||||||||||||
| Restricted cash | ||||||||||||||
Contract assets5 | ||||||||||||||
| Deferred cost of revenue | ||||||||||||||
Customer consideration asset12 | ||||||||||||||
Other long-term assets1, 6 | ||||||||||||||
| Total assets | $ | $ | ||||||||||||
| Liabilities and stockholders’ equity | ||||||||||||||
| Current liabilities: | ||||||||||||||
Accounts payable1 | $ | $ | ||||||||||||
Accrued warranty7 | ||||||||||||||
Accrued expenses and other current liabilities1, 8 | ||||||||||||||
Deferred revenue and customer deposits9 | ||||||||||||||
Operating lease liabilities1 | ||||||||||||||
| Financing obligations | ||||||||||||||
| Recourse debt | ||||||||||||||
Non-recourse debt1 | ||||||||||||||
| Total current liabilities | ||||||||||||||
| Deferred revenue and customer deposits | ||||||||||||||
Operating lease liabilities1 | ||||||||||||||
| Financing obligations | ||||||||||||||
| Recourse debt | ||||||||||||||
Deferred profit in transactions with unconsolidated affiliates11 | ||||||||||||||
| Other long-term liabilities | ||||||||||||||
| Total liabilities | $ | $ | ||||||||||||
Commitments and contingencies (Note 12) | ||||||||||||||
| Stockholders’ equity: | ||||||||||||||
Common stock: | ||||||||||||||
| Additional paid-in capital | ||||||||||||||
Accumulated other comprehensive income (loss) | ( | |||||||||||||
| Accumulated deficit | ( | ( | ||||||||||||
| Total stockholders’ equity attributable to common stockholders | ||||||||||||||
| Noncontrolling interest | ||||||||||||||
| Total stockholders’ equity | $ | $ | ||||||||||||
| Total liabilities and stockholders’ equity | $ | $ | ||||||||||||
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 $76.1 million and $151.9 million as of June 30, 2026, and December 31, 2025, respectively.
3 Including amounts from related parties of $43.9 million and $3.0 million as of June 30, 2026, and December 31, 2025, respectively.
4 There was no related party balance as of June 30, 2026. Including amount from related parties of $1.2 million as of December 31, 2025.
5 Including amounts from related parties of $47.2 million and $48.8 million as of June 30, 2026, and December 31, 2025, respectively.
6 There was no related party balance as of June 30, 2026. Including amount from related parties of $6.0 million as of December 31, 2025.
7 Including amounts from related parties of $8.6 million and $0.8 million as of June 30, 2026, and December 31, 2025, respectively.
8 Including amounts from related parties of $2.5 million and $0.04 million as of June 30, 2026, and December 31, 2025, respectively.
9 Including amounts from related parties of $7.0 million and $6.9 million as of June 30, 2026, and December 31, 2025, respectively.
10 Represent related party investments in Fund JVs (see Note 7— Investments in Unconsolidated Affiliates in this Quarterly Report on Form 10-Q).
11 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).
12 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).
13 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
The accompanying notes are an integral part of these condensed consolidated financial statements.
4
Bloom Energy Corporation
Condensed Consolidated Statements of Operations
(in thousands, except per share data)
(unaudited)
| Three Months Ended | Six Months Ended | ||||||||||||||||||||||
| June 30, | June 30, | ||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||
| Revenue: | |||||||||||||||||||||||
| Product | $ | $ | $ | $ | |||||||||||||||||||
| Installation | |||||||||||||||||||||||
| Service | |||||||||||||||||||||||
| Electricity | |||||||||||||||||||||||
Total revenue1 | |||||||||||||||||||||||
| Cost of revenue: | |||||||||||||||||||||||
| Product | |||||||||||||||||||||||
| Installation | |||||||||||||||||||||||
| Service | |||||||||||||||||||||||
| Electricity | |||||||||||||||||||||||
Total cost of revenue | |||||||||||||||||||||||
| Gross profit | |||||||||||||||||||||||
| Operating expenses: | |||||||||||||||||||||||
| Research and development | |||||||||||||||||||||||
| Sales and marketing | |||||||||||||||||||||||
General and administrative2 | |||||||||||||||||||||||
| Total operating expenses | |||||||||||||||||||||||
| Income (loss) from operations | ( | ( | |||||||||||||||||||||
| Interest income | |||||||||||||||||||||||
Interest expense3 | ( | ( | ( | ( | |||||||||||||||||||
Equity in earnings (loss) of unconsolidated affiliates4 | ( | ||||||||||||||||||||||
Other income, net | |||||||||||||||||||||||
| Loss on extinguishment of debt | ( | ( | |||||||||||||||||||||
| (Loss) gain on revaluation of embedded derivatives | ( | ||||||||||||||||||||||
Income (loss) before income taxes | ( | ( | |||||||||||||||||||||
| Income tax provision | |||||||||||||||||||||||
Net income (loss) | ( | ( | |||||||||||||||||||||
Less: Net income attributable to noncontrolling interest | |||||||||||||||||||||||
Net income (loss) attributable to common stockholders | $ | $ | ( | $ | $ | ( | |||||||||||||||||
| Net earnings (loss) per share available to common stockholders: | |||||||||||||||||||||||
Basic | $ | $ | ( | $ | $ | ( | |||||||||||||||||
Diluted | $ | $ | ( | $ | $ | ( | |||||||||||||||||
Weighted average shares used to compute net earnings (loss) per share available to common stockholders: | |||||||||||||||||||||||
Basic | |||||||||||||||||||||||
Diluted | |||||||||||||||||||||||
1 Including related party revenue of $2.8 million and $376.1 million for the three and six months ended June 30, 2026, respectively, and $27.1 million and $29.9 million for the three and six months ended June 30, 2025, respectively.
2 There were no 0.2 million and $0.4 million for the three and six months ended June 30, 2025, respectively.
3 There were no 0.1 million and $0.1 million for the three and six months ended June 30, 2025, respectively.
4 Represent related party equity in earnings (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.
5
Bloom Energy Corporation
Condensed Consolidated Statements of Comprehensive Income (Loss)
(in thousands)
(unaudited)
| Three Months Ended | Six Months Ended | |||||||||||||||||||||||||||||||||||||||||||||||||
| June 30, | June 30, | |||||||||||||||||||||||||||||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | |||||||||||||||||||||||||||||||||||||||||||||||
Net income (loss) | $ | $ | ( | $ | $ | ( | ||||||||||||||||||||||||||||||||||||||||||||
| Other comprehensive (loss) income, net of taxes: | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Foreign currency translation adjustment | ( | ( | ||||||||||||||||||||||||||||||||||||||||||||||||
| Other comprehensive (loss) income, net of taxes | ( | ( | ||||||||||||||||||||||||||||||||||||||||||||||||
Comprehensive income (loss) | ( | ( | ||||||||||||||||||||||||||||||||||||||||||||||||
Less: Comprehensive income attributable to noncontrolling interest | ||||||||||||||||||||||||||||||||||||||||||||||||||
Comprehensive income (loss) attributable to common stockholders | $ | $ | ( | $ | $ | ( | ||||||||||||||||||||||||||||||||||||||||||||
The accompanying notes are an integral part of these condensed consolidated financial statements.
6
Bloom Energy Corporation
Condensed Consolidated Statements of Changes in Stockholders’ Equity
(in thousands, except share data)
(unaudited)
Three Months Ended June 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 March 31, 2026 | $ | $ | $ | $ | ( | $ | $ | $ | ||||||||||||||||||||||||||||||||||||||||||
| Issuance of restricted stock awards | — | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||
| Exercise of stock options | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||
| Stock-based compensation | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||
Conversions of the Green Notes (Note 8) | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||
Share-based consideration payable to customer’s customer (Note 3) | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||
Issuance of common stock upon warrant exercise, including incremental shares (cashless) (Note 3) | — | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||
| Foreign currency translation adjustment | — | — | — | ( | — | ( | ( | ( | ||||||||||||||||||||||||||||||||||||||||||
Net income | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||
Balances at June 30, 2026 | $ | $ | $ | $ | ( | $ | $ | $ | ||||||||||||||||||||||||||||||||||||||||||
Three Months Ended June 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 March 31, 2025 | $ | $ | $ | ( | $ | ( | $ | $ | $ | |||||||||||||||||||||||||||||||||||||||||
| Issuance of restricted stock awards | — | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||
| Exercise of stock options | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||
| Stock-based compensation | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||
| Premium on convertible debt | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||
| Foreign currency translation adjustment | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||
| Net (loss) income | — | — | — | — | ( | ( | ( | |||||||||||||||||||||||||||||||||||||||||||
Balances at June 30, 2025 | $ | $ | $ | ( | $ | ( | $ | $ | $ | |||||||||||||||||||||||||||||||||||||||||
7
Six Months Ended June 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 December 31, 2025 | $ | $ | $ | ( | $ | ( | $ | $ | $ | |||||||||||||||||||||||||||||||||||||||||
| Issuance of restricted stock awards | — | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||
| ESPP purchase | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||
| Exercise of stock options | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||
| Stock-based compensation | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||
| Accrued dividend | — | — | — | — | ( | ( | — | ( | ||||||||||||||||||||||||||||||||||||||||||
| Legal reserve | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||
Conversions of the Green Notes (Note 8) | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||
Share-based consideration payable to customer’s customer (Note 3) | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||
Issuance of common stock upon warrant exercise, including incremental shares (cashless) (Note 3) | — | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||
| Foreign currency translation adjustment | — | — | — | ( | ( | ( | ||||||||||||||||||||||||||||||||||||||||||||
Net income | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||
Balances at June 30, 2026 | $ | $ | $ | $ | ( | $ | $ | $ | ||||||||||||||||||||||||||||||||||||||||||
Six Months Ended June 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 | $ | $ | $ | ( | $ | ( | $ | $ | $ | |||||||||||||||||||||||||||||||||||||||||
| Issuance of restricted stock awards | — | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||
| ESPP purchase | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||
| Exercise of stock options | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||
| Stock-based compensation | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||
| Accrued dividend | — | — | — | — | ( | ( | — | ( | ||||||||||||||||||||||||||||||||||||||||||
| Legal reserve | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||
| Premium on convertible debt | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||
| Foreign currency translation adjustment | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||
| Net (loss) income | — | — | — | — | ( | ( | ( | |||||||||||||||||||||||||||||||||||||||||||
Balances at June 30, 2025 | $ | $ | $ | ( | $ | ( | $ | $ | $ | |||||||||||||||||||||||||||||||||||||||||
The accompanying notes are an integral part of these condensed consolidated financial statements.
8
Bloom Energy Corporation
Condensed Consolidated Statements of Cash Flows
(in thousands)
(unaudited)
| Six Months Ended | ||||||||||||||||||||
| June 30, | ||||||||||||||||||||
| 2026 | 2025 | |||||||||||||||||||
| Cash flows from operating activities: | ||||||||||||||||||||
Net income (loss) | $ | $ | ( | |||||||||||||||||
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities: | ||||||||||||||||||||
| Depreciation and amortization | ||||||||||||||||||||
| Non-cash lease expense | ||||||||||||||||||||
| Equity in loss of unconsolidated affiliates | ||||||||||||||||||||
| Stock-based compensation expense | ||||||||||||||||||||
Amortization of debt issuance costs | ||||||||||||||||||||
| Loss on extinguishment of debt | ||||||||||||||||||||
Net gain on failed sale-and-leaseback transactions | ( | ( | ||||||||||||||||||
Share-based consideration payable to customer’s customer (Note 3)13 | ||||||||||||||||||||
| Allowance for credit losses | ||||||||||||||||||||
Unrealized foreign currency exchange loss (gain) | ( | |||||||||||||||||||
Other12 | ||||||||||||||||||||
| Changes in operating assets and liabilities: | ||||||||||||||||||||
Accounts receivable1 | ( | ( | ||||||||||||||||||
Contract assets2 | ( | |||||||||||||||||||
| Inventories | ( | ( | ||||||||||||||||||
Deferred cost of revenue | ( | |||||||||||||||||||
Prepaid expenses and other current assets3 | ( | |||||||||||||||||||
Other long-term assets4 | ( | |||||||||||||||||||
Operating lease right-of-use assets and operating lease liabilities5 | ( | ( | ||||||||||||||||||
| Financing lease liabilities | ||||||||||||||||||||
Accounts payable6 | ||||||||||||||||||||
Accrued warranty7 | ( | |||||||||||||||||||
Accrued expenses and other current liabilities8 | ( | |||||||||||||||||||
Deferred revenue and customer deposits9 | ( | |||||||||||||||||||
Deferred profit with equity method investees and other long-term liabilities10 | ( | ( | ||||||||||||||||||
| Net cash provided by (used in) operating activities | ( | |||||||||||||||||||
| Cash flows from investing activities: | ||||||||||||||||||||
| Purchase of property, plant and equipment | ( | ( | ||||||||||||||||||
| Proceeds from sale of property, plant and equipment | ||||||||||||||||||||
Investments in unconsolidated affiliates11 | ( | |||||||||||||||||||
| Net cash used in investing activities | ( | ( | ||||||||||||||||||
| Cash flows from financing activities: | ||||||||||||||||||||
| Payment of debt issuance costs | ( | ( | ||||||||||||||||||
| Repayment of debt | ( | |||||||||||||||||||
| Proceeds from financing obligations | ||||||||||||||||||||
| Repayment of financing obligations | ( | ( | ||||||||||||||||||
| Proceeds from issuance of common stock | ||||||||||||||||||||
Dividend paid | ( | ( | ||||||||||||||||||
| Other | ( | |||||||||||||||||||
| Net cash provided by (used in) financing activities | ( | |||||||||||||||||||
| Effect of exchange rate changes on cash, cash equivalent, and restricted cash | ( | |||||||||||||||||||
Net increase (decrease) in cash, cash equivalents, and restricted cash | ( | |||||||||||||||||||
Cash, cash equivalents, and restricted cash: | ||||||||||||||||||||
| Beginning of period | ||||||||||||||||||||
| End of period | $ | $ | ||||||||||||||||||
| Supplemental disclosure of cash flow information: | ||||||||||||||||||||
| Cash paid during the period for interest | $ | $ | ||||||||||||||||||
| Cash paid for amounts included in the measurement of lease liabilities: | ||||||||||||||||||||
| Operating cash flows from operating leases | ||||||||||||||||||||
| Operating cash flows from finance leases | ||||||||||||||||||||
| Cash paid during the period for income taxes | ||||||||||||||||||||
| Non-cash investing and financing activities: | ||||||||||||||||||||
| Liabilities recorded for property, plant and equipment, net | $ | $ | ||||||||||||||||||
| Derecognition of financing obligations | ||||||||||||||||||||
| Recognition of operating lease right-of-use asset during the year-to-date period | ||||||||||||||||||||
| Recognition of finance lease right-of-use asset during the year-to-date period | ||||||||||||||||||||
Unfunded investment commitment (Note 11)14 | ||||||||||||||||||||
Conversions of the Green Notes (Note 8) | ||||||||||||||||||||
| Premium on convertible debt | ||||||||||||||||||||
Face value of | ||||||||||||||||||||
Face value of additional | ||||||||||||||||||||
1 Including changes in related party balances of $75.8 million and $2.6 million for the six months ended June 30, 2026 and 2025, respectively.
2 Including changes in related party balances of $39.4 million and $0.8 million for the six months ended June 30, 2026 and 2025, respectively.
3 Including changes in related party balances of $1.2 million and $0.3 million for the six months ended June 30, 2026 and 2025, respectively.
4 Including changes in related party balances of $6.0 million and $0.1 million for the six months ended June 30, 2026 and 2025, respectively.
5 There were no 0.2 million for the six months ended June 30, 2025.
6 There were no 0.04 million for the six months ended June 30, 2025.
7 Including changes in related party balances of $7.8 million and $0.1 million for the six months ended June 30, 2026 and 2025, respectively.
8 Including changes in related party balances of $2.4 million and $3.5 million for the six months ended June 30, 2026 and 2025, respectively.
9 Including changes in related party balances of $0.1 million and $4.1 million for the six months ended June 30, 2026 and 2025, respectively.
10 Including changes in related party balances of $5.6 million for the six months ended June 30, 2026. There were no
11 Represent related party investments in unconsolidated affiliates (see Note 7—Investments in Unconsolidated Affiliates in this Quarterly Report on Form 10-Q).
12 Includes $0.1 million related party distributions received from unconsolidated affiliates for the six months ended June 30, 2026 (see Note 7—Investments in Unconsolidated Affiliates in this Quarterly Report on Form 10-Q).
13 Represent related party consideration payable to customer’s customer (see Note 3—Revenue Recognition in this Quarterly Report on Form 10-Q).
14 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.
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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 $300.0 million of positive operating cash flow and $254.4 million of operating income for the six months ended June 30, 2026. With the series of convertible debt offerings, debt extinguishments, debt exchanges, and conversions of convertible debt to equity completed since 2021, as of June 30, 2026, we had $2,475.4 million and $2.6 million of total outstanding recourse and non-recourse debt, respectively, $7.3 million and $2,470.7 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 recent 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 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, 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.
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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 90 59 % and 58 %, respectively, of our total revenue.
Credit Risk—As of June 30, 2026, three customers*, the third of which was our related party (see Note 11—Related Party Transactions in this Quarterly Report on Form 10-Q), accounted for approximately 36 %, 34 %, and 17 % 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 six months ended June 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 44 % and 21 % of our total revenue. During the three months ended June 30, 2026, revenue from one customer*, which is not our related party, accounted for approximately 73 % of our total revenue.
During the three months ended June 30, 2025, four customers*, none of which are related parties, represented approximately 30 %, 18 %, 15 %, and 11 % of our total revenue. During the six months ended June 30, 2025, two customers*, neither of which are related parties, represented approximately 33 % and 23 % 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
11
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.
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 April 2026, the Financial Accounting Standards Board (the “FASB”) issued Accounting Standards Update (“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.
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.
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
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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, 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):
| June 30, | December 31, | |||||||||||||
| 2026 | 2025 | |||||||||||||
| Accounts receivable | $ | $ | ||||||||||||
| Contract assets | ||||||||||||||
| Customer deposits | ||||||||||||||
| Deferred revenue | ||||||||||||||
Accounts receivable and contract assets increased by $86.3 million and $187.1 million, respectively, for the six months ended June 30, 2026, primarily due to the timing of billing milestones.
The increase in customer deposits of $282.4 million for the six months ended June 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.
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.
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Contract Assets
| Three Months Ended | Six Months Ended | ||||||||||||||||||||||
| June 30, | June 30, | ||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||
| Beginning balance | $ | $ | $ | $ | |||||||||||||||||||
Transferred to accounts receivable from contract assets recognized at the beginning of the period | ( | ( | ( | ( | |||||||||||||||||||
| Revenue recognized and not billed as of the end of the period | |||||||||||||||||||||||
| Ending balance | $ | $ | $ | $ | |||||||||||||||||||
Deferred Revenue
Deferred revenue activity during the three and six months ended June 30, 2026 and 2025, consisted of the following (in thousands):
| Three Months Ended | Six Months Ended | ||||||||||||||||||||||
| June 30, | June 30, | ||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||
| Beginning balance | $ | $ | $ | $ | |||||||||||||||||||
| Additions | |||||||||||||||||||||||
| Revenue recognized | ( | ( | ( | ( | |||||||||||||||||||
| Ending balance | $ | $ | $ | $ | |||||||||||||||||||
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 June 30, 2026, and December 31, 2025, we have unsatisfied performance obligations of $442.4 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. In addition, as of June 30, 2026, and December 31, 2025, we had unsatisfied performance obligations of $51.7 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
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electricity (in thousands):
| Three Months Ended | Six Months Ended | ||||||||||||||||||||||
| June 30, | June 30, | ||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||
| Revenue from contracts with customers: | |||||||||||||||||||||||
| Product revenue | $ | $ | $ | $ | |||||||||||||||||||
| Installation revenue | |||||||||||||||||||||||
Service revenue | |||||||||||||||||||||||
| Electricity revenue | |||||||||||||||||||||||
| Total revenue from contract with customers | |||||||||||||||||||||||
| Revenue from contracts that contain leases: | |||||||||||||||||||||||
| Electricity revenue | |||||||||||||||||||||||
| Total revenue | $ | $ | $ | $ | |||||||||||||||||||
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 2024-04, Debt—Debt with Conversion and Other Options (Subtopic 470-20): Induced Conversions of Convertible Debt Instruments, 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 | |||||||||||||||||
| Expected term (years) | |||||||||||||||||
| Expected dividend yield | |||||||||||||||||
| Expected volatility | |||||||||||||||||
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
15
of the shares issued upon exercise of the Warrant, including the incremental shares, was $324.4 million.
Prior to the Grant Date, $12.9 million had been recognized in Additional Paid-in Capital. During the second quarter of 2026 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, and revenue reduction of $5.0 million and $1.9 million for the three and six months ended June 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 June 30, 2026, $17.9 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):
| June 30, | December 31, | |||||||||||||
| 2026 | 2025 | |||||||||||||
| As Held: | ||||||||||||||
| Cash | $ | $ | ||||||||||||
| Money market funds | ||||||||||||||
| $ | $ | |||||||||||||
| As Reported: | ||||||||||||||
| Cash and cash equivalents | $ | $ | ||||||||||||
| Restricted cash | ||||||||||||||
| $ | $ | |||||||||||||
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.
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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 | ||||||||||||||||||||||||||
| June 30, 2026 | Level 1 | Level 2 | Level 3 | Total | ||||||||||||||||||||||
| Assets | ||||||||||||||||||||||||||
| Cash equivalents: | ||||||||||||||||||||||||||
| Money market funds | $ | $ | $ | $ | ||||||||||||||||||||||
| Liabilities | ||||||||||||||||||||||||||
| Derivatives: | ||||||||||||||||||||||||||
| Embedded EPP derivatives | $ | $ | $ | $ | ||||||||||||||||||||||
| Fair Value Measured at Reporting Date Using | ||||||||||||||||||||||||||
| December 31, 2025 | Level 1 | Level 2 | Level 3 | Total | ||||||||||||||||||||||
| Assets | ||||||||||||||||||||||||||
| Cash equivalents: | ||||||||||||||||||||||||||
| Money market funds | $ | $ | $ | $ | ||||||||||||||||||||||
| Liabilities | ||||||||||||||||||||||||||
| Derivatives: | ||||||||||||||||||||||||||
| Embedded EPP derivatives | $ | $ | $ | $ | ||||||||||||||||||||||
The changes in the Level 3 financial liabilities during the six month ended June 30, 2026, were as follows (in thousands):
| Embedded EPP Derivative Liability | ||||||||||||||||||||||||||||||||
Liabilities at December 31, 2025 | $ | |||||||||||||||||||||||||||||||
| EPP liability settlement | ( | |||||||||||||||||||||||||||||||
| Changes in fair value | ( | |||||||||||||||||||||||||||||||
Liabilities at June 30, 2026 | $ | |||||||||||||||||||||||||||||||
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 June 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.
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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):
| June 30, 2026 | December 31, 2025 | |||||||||||||||||||||||||
| Net Carrying Value | Fair Value | Net Carrying Value | Fair Value | |||||||||||||||||||||||
| Debt instruments | ||||||||||||||||||||||||||
| Recourse: | ||||||||||||||||||||||||||
| $ | $ | $ | $ | |||||||||||||||||||||||
| Non-recourse: | ||||||||||||||||||||||||||
| $ | $ | $ | $ | |||||||||||||||||||||||
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):
| June 30, | December 31, | |||||||||||||
| 2026 | 2025 | |||||||||||||
| Raw materials | $ | $ | ||||||||||||
| Work-in-progress | ||||||||||||||
| Finished goods | ||||||||||||||
| $ | $ | |||||||||||||
The inventory reserves were $32.5 million and $39.3 million as of June 30, 2026, and December 31, 2025, respectively.
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Prepaid Expenses and Other Current Assets
Prepaid expenses and other current assets consisted of the following (in thousands):
| June 30, | December 31, | |||||||||||||
| 2026 | 2025 | |||||||||||||
Project-related equity investment1 | $ | $ | ||||||||||||
Tariff refund receivable2 | ||||||||||||||
Vendor advances3 | ||||||||||||||
Receivables from employees4 | ||||||||||||||
| Tax receivables | ||||||||||||||
| Prepaid hardware and software maintenance | ||||||||||||||
| Interest receivable | ||||||||||||||
| Prepaid deferred commissions | ||||||||||||||
| Prepaid managed services | ||||||||||||||
| Prepaid rent | ||||||||||||||
| Prepaid corporate insurance | ||||||||||||||
| Deferred expenses | ||||||||||||||
| Prepaid medical insurance | ||||||||||||||
| Deposits made | ||||||||||||||
| Prepaid workers compensation | ||||||||||||||
| Other prepaid expenses and other current assets | ||||||||||||||
| $ | $ | |||||||||||||
1 Represents consideration paid to acquire an option to purchase a 100 % ownership interest in the shares of an unaffiliated third-party entity associated with a customer project arrangement. The investment is accounted for under ASC 321, Investments in Equity Securities. We expect to transfer or otherwise realize the asset within the next three months through related assignment or reimbursement arrangements and we do not expect to retain an equity or other long-term ownership interest in the underlying project or project entity.
2 As of June 30, 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 $5.0 million of such amounts had been refunded as of June 30, 2026. Bloom concluded that recovery of the remaining $32.4 million was probable and reasonably estimable and, accordingly, recognized a tariff refund receivable for that amount. The receivable is limited to tariff costs previously recognized in earnings and reflects management’s assessment of recoverable amounts based on the status of claims and other information available as of the reporting date. Our estimate of recoverable amounts is based on currently available information, including the status of claims and applicable refund procedures. The ultimate amount and timing of recoveries may differ from the amounts recorded due to uncertainties in the refund process and potential legal or administrative developments.
3 Vendor advances increased primarily due to advance payments made to certain suppliers under commercial arrangements related to future purchases of goods and services.
4 Receivables from employees increased primarily due to higher commission advances associated with increased sales bookings.
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Property, Plant and Equipment, Net
Property, plant and equipment, net consisted of the following (in thousands):
| June 30, | December 31, | |||||||||||||
| 2026 | 2025 | |||||||||||||
| Vehicles, machinery and equipment | $ | $ | ||||||||||||
| Energy Server systems | ||||||||||||||
| Construction-in-progress | ||||||||||||||
| Leasehold improvements | ||||||||||||||
| Buildings | ||||||||||||||
| Computers, software and hardware | ||||||||||||||
| Furniture and fixtures | ||||||||||||||
| Less: accumulated depreciation | ( | ( | ||||||||||||
| $ | $ | |||||||||||||
Depreciation expense related to property, plant and equipment was $13.7 million and $27.0 million for the three and six months ended June 30, 2026, respectively.
Depreciation expense related to property, plant and equipment was $12.6 million and $24.6 million for the three and six months ended June 30, 2025, respectively.
Other Long-Term Assets
Other long-term assets consisted of the following (in thousands):
| June 30, | December 31, | |||||||||||||
| 2026 | 2025 | |||||||||||||
Vendor advances1 | $ | $ | ||||||||||||
| Deferred commissions | ||||||||||||||
| Deferred expenses | ||||||||||||||
| Deferred financing costs | ||||||||||||||
| Deposits made | ||||||||||||||
| Deferred tax asset | ||||||||||||||
| Long-term lease receivable | ||||||||||||||
| Prepaid managed services | ||||||||||||||
| Prepaid and other long-term assets | ||||||||||||||
| $ | $ | |||||||||||||
1 Vendor advances increased primarily due to advance payments made to certain suppliers under commercial arrangements related to future purchases of goods and services.
20
Accrued Warranty and Product Performance Liabilities
Accrued warranty and product performance liabilities consisted of the following (in thousands):
| June 30, | December 31, | |||||||||||||
| 2026 | 2025 | |||||||||||||
| Product performance | $ | $ | ||||||||||||
Product warranty1 | ||||||||||||||
| $ | $ | |||||||||||||
Changes in the product warranty and product performance liabilities were as follows (in thousands):
Balances at December 31, 2025 | $ | ||||
Accrued warranty, net1 and product performance liabilities | |||||
| Product performance expenditures during the period | ( | ||||
Balances at June 30, 2026 | $ | ||||
1 Includes a specific warranty reserve of $58.3 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):
| June 30, | December 31, | |||||||||||||
| 2026 | 2025 | |||||||||||||
| General invoice and purchase order accruals | $ | $ | ||||||||||||
| Compensation and benefits | ||||||||||||||
| Accrued installation | ||||||||||||||
| Sales-related liabilities | ||||||||||||||
| Sales tax liabilities | ||||||||||||||
| Accrued legal expenses | ||||||||||||||
| Interim VAT liability | ||||||||||||||
| Provision for income tax | ||||||||||||||
Unfunded investment commitment (Note 11) | ||||||||||||||
| Accrued consulting expenses | ||||||||||||||
| Finance lease liability | ||||||||||||||
Deferred profit in transactions with unconsolidated affiliates | ||||||||||||||
| Accrued restructuring costs | ||||||||||||||
| Current portion of derivative liabilities | ||||||||||||||
| Interest payable | ||||||||||||||
| Other | ||||||||||||||
| $ | $ | |||||||||||||
Preferred Stock
As of June 30, 2026, and December 31, 2025, we had 20,000,000 0.0001 no
21
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 June 30, 2026, and December 31, 2025, we hold equity interests in the following Fund JVs:
| June 30, | December 31, | ||||||||||
| 2026 | 2025 | ||||||||||
AI Fund JVs | |||||||||||
| Bolt US Class A JVCo LLC | |||||||||||
| Bolt US JVCo LLC | |||||||||||
Other JVs | |||||||||||
| ORC HoldCo LLC | |||||||||||
Our maximum exposure to loss from the involvement with the Fund JVs as of June 30, 2026 is $68.8 million. This amount consists of: (i) the carrying amount of our equity investments, totaling $28.1 million, (ii) remaining unfunded capital commitments of $20.2 million, and (iii) deferred profit related to sales to the Fund JVs of $20.6 million. Our total capital commitment to the Fund JVs as of June 30, 2026 is $77.3 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 exceed 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 June 30, 2026, and December 31, 2025, the deferred profit balances were $20.6 million and $13.9 million, of which $19.6 million and $13.9 million were classified as a noncurrent liability, respectively. During the six months ended June 30, 2026, we recognized $12.7 million of equity‑method losses from unconsolidated affiliates. Of this amount, $14.0 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 losses from the Fund JVs under the HLBV method.
Changes in the investment balance for the six months ended June 30, 2026, were as follows (in thousands):
Balances at December 31, 2025 | $ | ||||
Current period investment in unconsolidated affiliates | |||||
Equity in loss of unconsolidated affiliates | ( | ||||
Cash distributions received | ( | ||||
| Deferred profit in transactions with unconsolidated affiliates | |||||
Accrued expenses and other current liabilities | |||||
Balances at June 30, 2026 | $ | ||||
22
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 June 30, 2026, and December 31, 2025.
8. Outstanding Loans and Security Agreements
The following is a summary of our debt as of June 30, 2026 (in thousands, except percentage data):
| Unpaid Principal Balance | Net Carrying Value | Interest Rate | Maturity Dates | Entity | ||||||||||||||||||||||||||||||||||||||||||||||
| Current | Long- Term | Total | ||||||||||||||||||||||||||||||||||||||||||||||||
| $ | $ | $ | $ | November 2030 | Company | |||||||||||||||||||||||||||||||||||||||||||||
| June 2029 | Company | |||||||||||||||||||||||||||||||||||||||||||||||||
| June 2028 | Company | |||||||||||||||||||||||||||||||||||||||||||||||||
| Total recourse debt | ||||||||||||||||||||||||||||||||||||||||||||||||||
| October 2026 | Korean JV | |||||||||||||||||||||||||||||||||||||||||||||||||
| Total non-recourse debt | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Total debt | $ | $ | $ | $ | ||||||||||||||||||||||||||||||||||||||||||||||
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 | ||||||||||||||||||||||||||||||||||||||||||
| $ | $ | $ | $ | November 2030 | Company | |||||||||||||||||||||||||||||||||||||||
| June 2029 | Company | |||||||||||||||||||||||||||||||||||||||||||
| June 2028 | Company | |||||||||||||||||||||||||||||||||||||||||||
| Total recourse debt | ||||||||||||||||||||||||||||||||||||||||||||
| October 2026 | Korean JV | |||||||||||||||||||||||||||||||||||||||||||
| April 2026 | Korean JV | |||||||||||||||||||||||||||||||||||||||||||
| Total non-recourse debt | ||||||||||||||||||||||||||||||||||||||||||||
| Total debt | $ | $ | $ | $ | ||||||||||||||||||||||||||||||||||||||||
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 June 30, 2026, and December 31, 2025.
23
Recourse Debt Facilities
Issuance date/Indenture date1 | November 4, 2025 | May 29, 2024 | May 16, 2023 | ||||||||||||||
Aggregate principal amount issued | $ | $ | $ | ||||||||||||||
Initial purchasers’ discount2 | $ | $ | $ | ||||||||||||||
Other issuance costs2 | $ | $ | $ | ||||||||||||||
Net proceeds received | $ | $ | $ | ||||||||||||||
Due date3 | November 15, 2030 | June 1, 2029 | June 1, 2028 | ||||||||||||||
Greenshoe option4 | $ | $ | $ | ||||||||||||||
Senior, unsecured obligations | Yes | Yes | Yes | ||||||||||||||
Interest rate and payment schedule | Do not bear regular interest and will not accrete in principal amount over time | ||||||||||||||||
Redemption date5 | November 20, 2028 | June 7, 2027 | June 5, 2026 | ||||||||||||||
Conversion date6 | August 15, 20307 | March 1, 20297 | March 1, 20287 | ||||||||||||||
Conversion trigger quarter-end date6 | March 31, 20268 | September 30, 20248 | September 30, 20238 | ||||||||||||||
Initial conversion rate, shares of common stock per $1,000 principal amount of notes9 | |||||||||||||||||
Initial conversion price, per share of common stock9 | $ | $ | $ | ||||||||||||||
Incremental shares under Make-Whole Fundamental Change10, shares of common stock per $1,000 principal amount9 | |||||||||||||||||
The maximum number of shares into which the notes could have been potentially converted if the conversion features were triggered: | |||||||||||||||||
as of June 30, 2026 | |||||||||||||||||
as of December 31, 2025 | |||||||||||||||||
Effective interest rate | |||||||||||||||||
Customary provisions relating to the occurrence of Events of Default | See footnote 11 | See footnote 11 | See footnote 11 | ||||||||||||||
Classification of net carrying value in condensed consolidated balance sheets. | |||||||||||||||||
as of June 30, 2026 | Long-term liability | Short- and Long-term liability | Short-term liability | ||||||||||||||
as of December 31, 2025 | Long-term liability | Long-term liability | 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 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 (for the 0 % Notes and the
24
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 and the 3.0 % Green Notes due June 2028, collectively referred to as the “Green Notes”) 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 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 and the 3.0 % Green Notes due June 2028 was met during the three months ended March 31, 2026, and accordingly, such noteholders could convert their notes during the quarter ended June 30, 2026 (see section Conversions of the Green Notes below). The Closing Price Condition for the 0 % Notes was not met during the three months ended March 31, 2026, and accordingly, such noteholders could not convert their notes during the quarter ended June 30, 2026.
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 Green Notes) 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 six months ended June 30, 2026 and 2025, comprised of contractual interest expense and amortization of debt issuance costs, was as follows (in thousands):
| Three Months Ended | Six Months Ended | ||||||||||||||||||||||
| June 30, | June 30, | ||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||
| Contractual interest expense | |||||||||||||||||||||||
| $ | $ | $ | $ | ||||||||||||||||||||
| $ | $ | $ | $ | ||||||||||||||||||||
25
| Three Months Ended | Six Months Ended | ||||||||||||||||||||||
| June 30, | June 30, | ||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||
Amortization of the initial purchasers’ discount and other issuance costs | |||||||||||||||||||||||
| $ | $ | $ | $ | ||||||||||||||||||||
| $ | $ | $ | $ | ||||||||||||||||||||
| Total interest expense related to our notes | |||||||||||||||||||||||
| $ | $ | $ | $ | ||||||||||||||||||||
| $ | $ | $ | $ | ||||||||||||||||||||
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 June 30, 2026, and December 31, 2025, was as follows (in thousands):
| June 30, | December 31, | |||||||||||||
| 2026 | 2025 | |||||||||||||
Unamortized debt issuance costs | ||||||||||||||
| $ | $ | |||||||||||||
| $ | $ | |||||||||||||
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.
Conversions of the Green Notes
During the six months ended June 30, 2026, the Green Notes became eligible for conversion after the satisfaction of the Closing Price Condition specified in the underlying indentures for such notes. During the six months ended June 30, 2026, holders elected to convert approximately $147.0 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 6,676,924 shares of common stock during the period. As of June 30, 2026, an additional 877,687 shares of common stock related to converted Green Notes had not yet been issued and remained unsettled.
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 $97.6 million and $47.0 million, respectively. As a result, we recognized $144.6
26
consolidated balance sheets and our condensed consolidated statements of operations was not material. No gain or loss was recognized in connection with the conversions.
We will continue to assess conversion eligibility each fiscal quarter in accordance with the conditions described in the Indentures governing the Green Notes.
Redemption of the 3.0 % Green Notes due June 2028
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.
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 June 30, 2026, and December 31, 2025, no amounts were drawn under the facility. As of June 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 six months ended June 30, 2026 and 2025, represented by deferred financing costs amortization, was as follows (in thousands):
| Three Months Ended | Six Months Ended | ||||||||||||||||||||||
| June 30, | June 30, | ||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||
Amortization of deferred financing costs | $ | $ | $ | $ | |||||||||||||||||||
The amount of unamortized deferred financing costs of the Revolving Credit Facility as of June 30, 2026, and December 31, 2025, was as follows (in thousands):
| June 30, | December 31, | |||||||||||||
| 2026 | 2025 | |||||||||||||
Unamortized deferred financing costs | $ | $ | ||||||||||||
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 leverage ratios, and Bloom was in compliance with all covenants as of June 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.
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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 June 30, 2026 (in thousands):
| Remainder of 2026 | $ | ||||
| 2027 | |||||
| 2028 | |||||
| 2029 | |||||
| 2030 | |||||
| 2031 | |||||
| Thereafter | |||||
| $ | |||||
For the three and six months ended June 30, 2026, interest expense of $8.9 million and $17.5 million, respectively, including total interest expense related to our debt of $4.6 million and $8.8 million, respectively, was recorded in Interest expense on our condensed consolidated statements of operations.
For the three and six months ended June 30, 2025, interest expense of $14.4 million and $28.9 million, respectively, including total interest expense related to our debt of $10.5 million and $20.9 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 six months ended June 30, 2026, rent expenses for all occupied facilities were $4.4 million and $9.8 million, respectively. For the three and six months ended June 30, 2025, rent expenses for all occupied facilities were $5.3 million and $10.5 million, respectively.
Operating and financing lease right-of-use assets and lease liabilities as of June 30, 2026, and December 31, 2025, were as follows (in thousands):
| June 30, | December 31, | |||||||||||||
| 2026 | 2025 | |||||||||||||
| Operating Leases: | ||||||||||||||
Operating lease right-of-use assets, net 1, 2 | $ | $ | ||||||||||||
| Current operating lease liabilities | ( | ( | ||||||||||||
| Non-current operating lease liabilities | ( | ( | ||||||||||||
| Total operating lease liabilities | ( | ( | ||||||||||||
| Finance Leases: | ||||||||||||||
| ( | ( | |||||||||||||
| ( | ( | |||||||||||||
| Total finance lease liabilities | ( | ( | ||||||||||||
| Total lease liabilities | $ | ( | $ | ( | ||||||||||
28
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 six months ended June 30, 2026 and 2025, were as follows (in thousands):
| Three Months Ended | Six Months Ended | ||||||||||||||||||||||
| June 30, | June 30, | ||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||
| Operating lease costs | $ | $ | $ | $ | |||||||||||||||||||
| Financing lease costs: | |||||||||||||||||||||||
| Amortization of right-of-use assets | |||||||||||||||||||||||
| Interest on lease liabilities | |||||||||||||||||||||||
| Total financing lease costs | |||||||||||||||||||||||
Short-term lease costs1 | ( | ||||||||||||||||||||||
| Total lease costs | $ | $ | $ | $ | |||||||||||||||||||
1 The negative amount reflects the reclassification of certain lease-related costs to restructuring expenses in connection with a facility closure.
Weighted average remaining lease terms and discount rates for our leases as of June 30, 2026, and December 31, 2025, were as follows:
| June 30, | December 31, | |||||||||||||
| 2026 | 2025 | |||||||||||||
| Weighted average remaining lease term: | ||||||||||||||
| Operating leases | ||||||||||||||
| Finance leases | ||||||||||||||
| Weighted average discount rate: | ||||||||||||||
| Operating leases | % | % | ||||||||||||
| Finance leases | % | % | ||||||||||||
Future lease payments under lease agreements as of June 30, 2026, were as follows (in thousands):
| Operating Leases | Finance Leases | |||||||||||||
| Remainder of 2026 | $ | $ | ||||||||||||
| 2027 | ||||||||||||||
| 2028 | ||||||||||||||
| 2029 | ||||||||||||||
| 2030 | ||||||||||||||
| 2031 | ||||||||||||||
| Thereafter | ||||||||||||||
| Total minimum lease payments | ||||||||||||||
| Less: amounts representing interest or imputed interest | ( | ( | ||||||||||||
| Present value of lease liabilities | $ | $ | ||||||||||||
29
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 I, 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 3.4 million and $6.7 million, respectively. The recognized operating lease expenses from legacy successful sale-and-leaseback transactions for the three and six months ended June 30, 2025, were $3.4 million and $6.8 million, respectively.
Operating lease right-of-use assets from legacy successful sale-and-leaseback transactions as of June 30, 2026, and December 31, 2025, were $34.6 million and $39.0 million, respectively. Operating lease liabilities from legacy successful sale-and-leaseback transactions as of June 30, 2026, and December 31, 2025, were $37.8 million and $42.2 million, including long-term operating lease liability of $27.9 million and $32.9 million, respectively. Financing obligations from legacy successful sale-and-leaseback transactions as of June 30, 2026, and December 31, 2025, were $7.7 million and $8.9 million, including long-term financing obligations of $5.1 million and $6.5 million, respectively.
As of June 30, 2026, future lease payments under the Managed Services Agreements financing obligations were as follows (in thousands):
| Financing Obligations | ||||||||||||||
| Remainder of 2026 | $ | |||||||||||||
| 2027 | ||||||||||||||
| 2028 | ||||||||||||||
| 2029 | ||||||||||||||
| 2030 | ||||||||||||||
| 2031 | ||||||||||||||
| Thereafter | ||||||||||||||
| Total minimum lease payments | ||||||||||||||
| Less: imputed interest | ( | |||||||||||||
| Present value of net minimum lease payments | ||||||||||||||
| Less: current financing obligations | ( | |||||||||||||
| Long-term financing obligations | $ | |||||||||||||
The total financing obligations, as reflected in our condensed consolidated balance sheets, were $206.5 million and $243.8 million as of June 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 six months ended June 30, 2026, we recognized $4.1 million and $13.5 million net gain on failed sale-and-leaseback transactions, respectively, in Other income, net on our condensed consolidated statements of operations. There were no
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.
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2012 Equity Incentive Plan
Under our 2012 Equity Incentive Plan (the “2012 Plan”), as of June 30, 2026, and December 31, 2025, stock options to purchase 1,672,079 and 2,110,523 shares of common stock were outstanding with a weighted average exercise price of $25.58 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 June 30, 2026, and December 31, 2025, stock options to purchase 3,337,688 and 3,925,002 shares of common stock were outstanding, respectively, with a weighted average exercise price of $10.46 and $10.15 per share, respectively. As of June 30, 2026, and December 31, 2025, 10,101,219 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 June 30, 2026, and December 31, 2025, we had 51,053,994 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 | Six Months Ended | ||||||||||||||||||||||
| June 30, | June 30, | ||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||
| Cost of revenue | $ | $ | $ | $ | |||||||||||||||||||
| Research and development | |||||||||||||||||||||||
| Sales and marketing | |||||||||||||||||||||||
| General and administrative | |||||||||||||||||||||||
| $ | $ | $ | $ | ||||||||||||||||||||
For the three and six months ended June 30, 2026 and 2025, stock-based compensation expense capitalized on inventory and deferred cost of goods sold was not material.
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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 | $ | $ | ||||||||||||||||||||||||
| Exercised | ( | |||||||||||||||||||||||||
| PSOs adjustment | ||||||||||||||||||||||||||
Forfeited / Expired | ( | |||||||||||||||||||||||||
Balances at June 30, 2026 | ||||||||||||||||||||||||||
Vested and expected to vest at June 30, 2026 | ||||||||||||||||||||||||||
Exercisable at June 30, 2026 | $ | $ | ||||||||||||||||||||||||
During the three and six months ended June 30, 2026, we recognized $1.2 million and $2.5 million of stock-based compensation costs for stock options, respectively. During the three and six months ended June 30, 2025, we recognized $1.2 million and $2.6 million of stock-based compensation costs for stock options, respectively.
We used the following weighted-average assumptions in applying the Black-Scholes valuation model for determination of the stock options valuation:
| Six Months Ended June 30, | ||||||||||||||
| 2025 | ||||||||||||||
| Risk-free interest rate | ||||||||||||||
| Expected term (years) | ||||||||||||||
| Expected dividend yield | ||||||||||||||
| Expected volatility | ||||||||||||||
During the three and six months ended June 30, 2026, the intrinsic value of stock options exercised were $106.2 million and $155.4 million, respectively. During the three and six months ended June 30, 2025, the intrinsic value of stock options exercised were $1.9 million and $3.1 million, respectively.
As of June 30, 2026, and December 31, 2025, we had unrecognized compensation costs related to unvested stock options of $3.3 million and $5.1 million, respectively. This cost is expected to be recognized over the remaining weighted-average period of 0.8 years and 1.3 years, respectively. Cash received from stock options exercised totaled $7.3 million and $15.1 million for the three and six months ended June 30, 2026, respectively. Cash received from stock options exercised totaled $0.1 million and $1.3 million for the three and six months ended June 30, 2025, respectively.
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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 | $ | |||||||||||||
| Granted | ||||||||||||||
| Vested | ( | |||||||||||||
| Forfeited | ( | |||||||||||||
Unvested Balance at June 30, 2026 | $ | |||||||||||||
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 six months ended June 30, 2026, we recognized $45.0 million and $88.2 million of stock-based compensation costs for stock awards, respectively. For the three and six months ended June 30, 2025, we recognized $25.9 million and $54.7 million of stock-based compensation costs for stock awards, respectively.
As of June 30, 2026, and December 31, 2025, we had $401.1 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 1.8 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 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 performance period based on the Company’s current estimate of the likelihood of achieving the applicable performance targets.
On May 20, 2026, the Company granted PSUs and RSUs to its newly appointed Chief Financial Officer and one other executive officer. On February 25, 2026, the Company granted PSUs and RSUs to certain other executive officers (collectively, the “2026 Executive Awards”).
The RSUs are subject to service-based vesting. For the Chief Financial Officer, one-third of the RSUs vest on April 15, 2027, and the remaining two-thirds vest in equal quarterly installments over the following two years . For certain other executive officers, 40 % of the RSUs vest on March 1, 2027, and the remaining 60 % vest in equal quarterly installments over the subsequent two years .
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.
33
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):
| June 30, | December 31, | |||||||||||||
| 2026 | 2025 | |||||||||||||
| 2026 Executive Awards and the CEO Award | $ | $ | ||||||||||||
2025 Executive Awards | ||||||||||||||
2024 Executive Awards and the Replacement Awards | ||||||||||||||
2023 Executive Awards | ||||||||||||||
2022 Executive Awards | ||||||||||||||
2021 Executive Awards | ||||||||||||||
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 | ||||||||
| Added to plan | ||||||||
| Granted | ( | |||||||
| Cancelled/Forfeited | ||||||||
Balances at June 30, 2026 | ||||||||
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 six months ended June 30, 2026, we recognized $5.4 million and $9.7 million of stock-based compensation costs for the 2018 ESPP, respectively. During the three and six months ended June 30, 2025, we recognized $2.1 million and $4.5 million of stock-based compensation costs for the 2018 ESPP, respectively.
We issued 644,651 and 630,607 shares for the six months ended June 30, 2026 and 2025, respectively. During the six months ended June 30, 2026 and 2025, we added an additional 2,983,739 and 2,494,717 shares, respectively. There were 20,333,033 and 17,993,945 shares available for issuance as of June 30, 2026, and December 31, 2025, respectively.
As of June 30, 2026, and December 31, 2025, we had $15.4 million and $8.6 million of unrecognized stock-based compensation costs, expected to be recognized over a weighted average period of 0.6 years and 0.6 years, respectively.
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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 | Six Months Ended | ||||||||||||||||||||||||||||
| June 30, | June 30, | ||||||||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||||||||
| Risk-free interest rate | |||||||||||||||||||||||||||||
| Expected term (years) | |||||||||||||||||||||||||||||
| Expected dividend yield | |||||||||||||||||||||||||||||
| Expected volatility | |||||||||||||||||||||||||||||
11. Related Party Transactions
There have been no
Our operations include the following related party transactions (in thousands):
| Three Months Ended | Six Months Ended | ||||||||||||||||||||||||||||
| June 30, | June 30, | ||||||||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||||||||
Total revenue from related parties1 | $ | $ | $ | $ | |||||||||||||||||||||||||
General and administrative expenses2 | |||||||||||||||||||||||||||||
Interest expense3 | |||||||||||||||||||||||||||||
Equity in (earnings) loss of unconsolidated affiliates4 | ( | ||||||||||||||||||||||||||||
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 (earnings) loss of the Fund JVs. Cash distributions from the Fund JVs during the six months ended June 30, 2026, were $0.1 million. Cash distributions from the Fund JVs during the three months ended June 30, 2026, were inconsequential (see Note 7—Investments in Unconsolidated Affiliates in this Quarterly Report on Form 10-Q).
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Below is the summary of outstanding related party balances as of June 30, 2026, and December 31, 2025 (in thousands):
| June 30, | December 31, | |||||||||||||
| 2026 | 2025 | |||||||||||||
| Accounts receivable | $ | $ | ||||||||||||
Contract assets, current | ||||||||||||||
Customer consideration asset, current1 | ||||||||||||||
Prepaid expenses and other current assets | ||||||||||||||
| Investments in unconsolidated affiliates | ||||||||||||||
Contract assets, non-current | ||||||||||||||
Customer consideration asset, non-current1 | ||||||||||||||
Other long-term assets | ||||||||||||||
Accrued warranty | ||||||||||||||
Accrued expenses and other current liabilities2 | ||||||||||||||
Deferred revenue and customer deposits, current | ||||||||||||||
Deferred profit in transactions with unconsolidated affiliates | ||||||||||||||
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 $1.0 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 June 30, 2026, and December 31, 2025 (in thousands):
| June 30, | December 31, | |||||||||||||
| 2026 | 2025 | |||||||||||||
| Assets | ||||||||||||||
| Current assets: | ||||||||||||||
| Cash and cash equivalents | $ | $ | ||||||||||||
| Accounts receivable | ||||||||||||||
| Inventories | ||||||||||||||
| Prepaid expenses and other current assets | ||||||||||||||
| Total current assets | ||||||||||||||
| Property and equipment, net | ||||||||||||||
| Operating lease right-of-use assets | ||||||||||||||
| Other long-term assets | ||||||||||||||
| Total assets | $ | $ | ||||||||||||
36
| June 30, | December 31, | |||||||||||||
| 2026 | 2025 | |||||||||||||
| Liabilities | ||||||||||||||
| Current liabilities: | ||||||||||||||
| Accounts payable | $ | $ | ||||||||||||
| Accrued expenses and other current liabilities | ||||||||||||||
| Operating lease liabilities | ||||||||||||||
| Non-recourse debt | ||||||||||||||
| Total current liabilities | ||||||||||||||
| Operating lease liabilities | ||||||||||||||
| Total liabilities | $ | $ | ||||||||||||
12. Commitments and Contingencies
Commitments
Purchase Commitments with Suppliers and Contract Manufacturers—As of June 30, 2026, we had non-cancelable purchase commitments of $16.4 million with component suppliers and third-party manufacturers, which are expected to be fulfilled beyond the next 12 months. As of December 31, 2025, we had no non-cancelable purchase commitments with component suppliers and third-party manufacturers, which are expected to be fulfilled beyond the next 12 months. For additional information on purchase commitments with suppliers and contract manufacturers, see Part II, Item 8, Note 13—Commitments and Contingencies, section Commitments in our 2025 Form 10-K.
Performance Guarantees—We paid $5.4 million and $13.8 million for the three and six months ended June 30, 2026, respectively, and $3.0 million and $14.6 million for the three and six months ended June 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 June 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.
In April 2026, we issued in the ordinary course of business additional standby letters of credit totaling $100.0 million, including $90.0 million issued under our Revolving Credit Facility and $10.0 million issued through other arrangements, each with an expiration date of April 1, 2027.
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 June 30, 2026, and December 31, 2025, the balance of the restricted cash fund was $0.7 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. There are no current timelines in place for conducting additional phases of the arbitration. We are unable to predict the ultimate outcome of the arbitration at this time.
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.
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14. Income Taxes
For the three and six months ended June 30, 2026, we recorded an income tax provision of $1.5 million and $1.9 million on pre-tax income of $200.3 million and $274.5 million for effective tax rates of 0.7 % and 0.7 %, respectively.
For the three and six months ended June 30, 2025, we recorded an income tax provision of $1.0 million and $1.4 million on pre-tax losses of $41.2 million and $64.2 million for effective tax rates of (2.5 )% and (2.3 )%, respectively.
The effective tax rate for the three and six months ended June 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 | Six Months Ended | ||||||||||||||||||||||
| June 30, | June 30, | ||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||
| Numerator for basic earnings per share: | |||||||||||||||||||||||
| Net income (loss) attributable to common stockholders | $ | $ | ( | $ | $ | ( | |||||||||||||||||
Net income (loss), numerator—basic | $ | $ | ( | $ | $ | ( | |||||||||||||||||
| Numerator for diluted earnings per share: | |||||||||||||||||||||||
| Net income (loss) attributable to common stockholders | $ | $ | ( | $ | $ | ( | |||||||||||||||||
| Add: debt interest cost, net of taxes | |||||||||||||||||||||||
Net income (loss), numerator—diluted | $ | $ | ( | $ | $ | ( | |||||||||||||||||
| Denominator for basic earnings per share: | |||||||||||||||||||||||
| Weighted average common shares outstanding | |||||||||||||||||||||||
| Denominator for diluted earnings per share: | |||||||||||||||||||||||
Weighted average common shares outstanding—basic | |||||||||||||||||||||||
| Effect of dilutive securities: | |||||||||||||||||||||||
| Convertible notes | |||||||||||||||||||||||
Warrant (Note 3) | |||||||||||||||||||||||
38
| Three Months Ended | Six Months Ended | ||||||||||||||||||||||
| June 30, | June 30, | ||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||
| Stock options and awards | |||||||||||||||||||||||
Weighted average common shares outstanding—diluted | |||||||||||||||||||||||
| Net earnings per share available to common stockholders: | |||||||||||||||||||||||
| Basic | $ | $ | ( | $ | $ | ( | |||||||||||||||||
| Diluted | $ | $ | ( | $ | $ | ( | |||||||||||||||||
The following common stock equivalents were excluded from the computation of our earnings per share available to common stockholders, diluted, for the three and six months ended June 30, 2025, as their inclusion would have been antidilutive (in thousands):
| Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||
| 2025 | 2025 | ||||||||||
| Convertible notes | |||||||||||
| Stock options and awards | |||||||||||
16. Subsequent Events
In May 2026, we made a $50.0 million payment to acquire contractual rights under an option arrangement. Under the related agreements, in July 2026 the rights were assigned to a Brookfield vehicle, and such vehicle agreed to make a $50.0 million payment to us upon their exercise of the option and acquisition of the underlying project. In the event the Brookfield vehicle does not proceed with the acquisition or in certain other events, Brookfield may put the option rights back to the original holder, Oracle, with Bloom receiving recovery of the $50.0 million through corresponding contractual arrangements. Bloom is not intended to retain a long-term ownership interest in the underlying assets or participate in the project’s long-term economics. See Part I, Item 1, Note 6—Balance Sheet Components in this Quarterly Report on Form 10-Q.
The redemption of the 3.0 % Green Notes due June 2028 was completed on July 10, 2026.
There have been no other 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.
39
ITEM 6—EXHIBITS
| Incorporated by Reference | ||||||||||||||||||||
| Exhibit Number | Description | Form | File No. | Exhibit | Filing Date | |||||||||||||||
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 | |||||||||||||||||||
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 | |||||||||||||||||||
* | 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 | ||||||||||||||||||
| 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/A 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. | ||||
40
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: | July 29, 2026 | By: | /s/ KR Sridhar | |||||||||||
| KR Sridhar | ||||||||||||||
| Founder, Chief Executive Officer, Chairman and Director | ||||||||||||||
| (Principal Executive Officer) | ||||||||||||||
| Date: | July 29, 2026 | By: | /s/ Simon Edwards | |||||||||||
| Simon Edwards | ||||||||||||||
| Chief Financial Officer | ||||||||||||||
| (Principal Financial Officer) | ||||||||||||||
| Date: | July 29, 2026 | By: | /s/ Maciej Kurzymski | |||||||||||
| Maciej Kurzymski | ||||||||||||||
| Chief Accounting Officer | ||||||||||||||
| (Principal Accounting Officer) | ||||||||||||||
41
EXHIBIT 31.1
CERTIFICATIONS OF PRINCIPAL EXECUTIVE OFFICER
PURSUANT TO RULE 13a-14(a) AND RULE 15d-14(a)
OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED,
AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, KR Sridhar, Founder, Chief Executive Officer, Chairman and Director of Bloom Energy Corporation, certify that:
1.I have reviewed this Quarterly Report on Form 10-Q/A for the quarter period ended June 30, 2026, of Bloom Energy Corporation;
2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a.Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b.Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c.Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d.Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5.The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
a.All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b.Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
| Date: | July 29, 2026 | By: | /s/ KR Sridhar | |||||||||||
| KR Sridhar | ||||||||||||||
| Founder, Chief Executive Officer, Chairman and Director | ||||||||||||||
| (Principal Executive Officer) | ||||||||||||||
EXHIBIT 31.2
CERTIFICATIONS OF PRINCIPAL FINANCIAL OFFICER
PURSUANT TO RULE 13a-14(a) AND RULE 15d-14(a)
OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED,
AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Simon Edwards, Chief Financial Officer of Bloom Energy Corporation, certify that:
1.I have reviewed this Quarterly Report on Form 10-Q/A for the quarter period ended June 30, 2026, of Bloom Energy Corporation;
2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.Based on my knowledge, the financial statements, and other financial information included in this report fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a.Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b.Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c.Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d.Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5.The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
a.All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b.Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
| Date: | July 29, 2026 | By: | /s/ Simon Edwards | |||||||||||
| Simon Edwards | ||||||||||||||
| Chief Financial Officer | ||||||||||||||
| (Principal Financial Officer) | ||||||||||||||
EXHIBIT 32.1
CERTIFICATIONS OF 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
The following certifications are hereby made in connection with the Quarterly Report on Form 10-Q/A for the quarter period ended June 30, 2026, of Bloom Energy Corporation (the “Company”) as filed with the Securities and Exchange Commission on the date hereof (the “Report”):
I, KR Sridhar, Founder, Chief Executive Officer, Chairman and Director, hereby certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that, to the best of my knowledge:
1.The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and
2.The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
| Date: | July 29, 2026 | By: | /s/ KR Sridhar | |||||||||||
| KR Sridhar | ||||||||||||||
| Founder, Chief Executive Officer, Chairman and Director | ||||||||||||||
| (Principal Executive Officer) | ||||||||||||||
I, Simon Edwards, Chief Financial Officer, hereby certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that, to the best of my knowledge:
1.The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and
2.The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
| Date: | July 29, 2026 | By: | /s/ Simon Edwards | |||||||||||
| Simon Edwards | ||||||||||||||
| Chief Financial Officer | ||||||||||||||
| (Principal Financial Officer) | ||||||||||||||