[{"_1":2,"_3":-5,"_4":-5},"loaderData",{"_5":6,"_7":8},"actionData","errors","root",{"_101":102},"en-item",{"_9":10,"_10":11},"kind","item",{"_12":13,"_14":15,"_16":17,"_18":19,"_20":21,"_22":23,"_24":25,"_26":27,"_28":29,"_30":31,"_32":31,"_33":34,"_35":36,"_37":38,"_39":40,"_41":42,"_43":44,"_45":46,"_47":-5,"_48":49,"_50":-5,"_51":-5,"_52":53,"_54":55,"_56":57,"_58":42,"_59":42,"_60":61,"_62":42,"_63":64},"id","xbw4mxls4g3jtmb54sk650nkv","revision",2,"title","Bloom Energy提交截至2026年9月30日季度的10-Q：前三季度收入30.52亿美元，净利润5.22亿美元","originalTitle","Bloom Energy Corp (0001664703) (Filer)","summary","Bloom Energy提交截至2026年9月30日季度的Form 10-Q；节选显示，2026年前九个月收入30.52亿美元，净利润5.22亿美元，上年同期净亏损8,857万美元。","reason","10-Q节选同时呈现净利润转正、经营现金流改善及营运资金占用、采购承诺和融资需求等信息，可用于了解公司的业绩与流动性状况。","source",{"_12":92,"_93":94,"_9":95,"_96":42,"_97":98,"_99":100},"links",{"_89":90,"_78":91},"publishedAt","2026-10-22T21:25:55.000Z","discoveredAt","2026-10-22T21:37:53.714Z","timelineAt","category","ai-products","tags",[84,85,86,87,88],"stockSymbols",[83],"score",64,"selected",true,"channel","news","story",{"_73":74,"_16":75},"x","readingMode","full","author","language","body",{"_64":77,"_78":-5,"_79":80,"_81":82},"outline",[],"relatedStories",[76],"indexable","markdownAvailable","group",{"_65":66,"_45":67,"_68":69,"_70":71,"_72":71},"hasTranslation","bodyLanguage","zh","factId","fv76KXhePkU0",{"_73":74,"_16":75},"reportCount",1,"additionalSourceCount",0,"developmentCount","publicId","f70903f4-78e7-4834-b90d-12b7feee40fe","Bloom Energy前三季度转盈",{"_73":74,"_16":75},"

美国

证券交易委员会

华盛顿特区 20549

________________________________________________________________________

10-Q 表


（勾选一项）
þ	根据《1934年证券交易法》第13条或第15(d)条提交的季度报告
截至 2026年9月30日的季度
或
¨	根据《1934年证券交易法》第13条或第15(d)条提交的过渡报告
过渡期间：自 ____________至 ____________

委员会档案编号： 001-38598

________________________________________________________________________

$\"bloomenergy_full_color_rgb.jpg\"$

BLOOM ENERGY CORPORATION

（注册人章程中规定的准确名称）

________________________________________________________________________


特拉华州	77-0565408
（注册成立或组织所在州或其他司法管辖区）	（美国国税局雇主识别号）

4353 North First Street, San Jose, California	95134
（主要行政办公室地址）	（邮政编码）

(408) 543-1500
（注册人电话号码，含区号）


根据该法第12(b)条登记的证券：
各类证券名称	交易代码	上市交易所名称
普通股，每股面值 $0.0001	BE	纽约证券交易所

_______________________________________________________________________________________________________________________

请勾选以表明注册人是否 (1) 已在此前12个月（或注册人须提交此类报告的较短期间）内提交《1934年证券交易法》第13条或第15(d)条规定须提交的所有报告，且 (2) 在过去90天内一直受此类提交要求约束。是 þ 不适用 ¨

请勾选以表明注册人是否已在此前12个月（或注册人须提交此类文件的较短期间）内，以电子方式提交根据 S-T 法规第405条（本章 §232.405）须提交的每一份交互式数据文件。是 þ 否 ¨

请勾选以表明注册人属于大型加速申报公司、加速申报公司、非加速申报公司、较小申报公司还是新兴成长型公司。参见《交易法》规则12b-2中“大型加速申报公司”“加速申报公司”“较小申报公司”和“新兴成长型公司”的定义。

大型加速申报公司 þ 加速申报公司 ¨ 非加速申报公司 ¨ 较小申报公司 ¨ 新兴成长型公司 ¨

如果属于新兴成长型公司，请勾选以表明注册人是否选择不采用《交易法》第13(a)条规定的、针对任何新的或修订的财务会计准则的延长过渡期。 ¨

请勾选标记说明注册人是否为空壳公司（定义见《交易法》规则 12b-2）。是 ¨ 否 þ

截至 2026 年 10 月 19 日，注册人已发行普通股股数如下：

普通股，面值 $0.0001，295,656,689 股

Bloom Energy Corporation

截至 2026 年 9 月 30 日的三个月和九个月季度 Form 10-Q 报告


	页码
第一部分—财务信息
第 1 项—财务报表（未经审计）	3
简明合并资产负债表	3
简明合并经营报表	4
简明合并综合收益（亏损）报表	5
简明合并股东权益变动表	6
简明合并现金流量表	8
未经审计的简明合并财务报表附注	9
第 2 项—管理层对财务状况和经营业绩的讨论与分析	39
第 3 项—关于市场风险的定量和定性披露	54
第 4 项—控制与程序	54

第二部分—其他信息
第 1 项—法律诉讼	55
第 1A 项—风险因素	55
第 2 项—未注册股权证券销售及所得款项用途	55
第 3 项—优先证券违约	55
第 4 项—矿山安全披露	55
第 5 项—其他信息	55
第 6 项—附件	56

签名	57

除非上下文另有要求，术语 “我们，” “我们，” “我们的，” “Bloom Energy，” “Bloom” 和 “公司” 均指 Bloom Energy Corporation 及其所有子公司。

第一部分—财务信息

第 1 项—财务报表

Bloom Energy Corporation

简明合并资产负债表

（单位：千，股份数据除外）

（未经审计）


	2026 年 9 月 30 日		2025 年 12 月 31 日
	2026		2025

资产
流动资产：
现金及现金等价物1	$	2,486,702			$	2,454,108
受限现金	852			1,973
应收账款，扣除截至 2026 年 9 月 30 日和 2025 年 12 月 31 日的信用损失准备金 $2,998 和 $4601, 2	634,743			371,796
合同资产3	792,833			178,928
存货1	927,670			643,306
递延收入成本10	95,743			30,651
客户对价资产13	90,967			—
预付费用及其他流动资产1, 4	178,244			49,805
流动资产总额	5,207,754			3,730,567
不动产、厂房及设备净额1	539,726			398,507
对未合并关联公司的投资11	28,236			10,037
经营租赁使用权资产1	99,947			108,541
受限现金	20,592			25,499
合同资产5	65,813			62,258
递延收入成本	21,867			4,099
客户对价资产13	215,533			—
其他长期资产1, 6	372,115			57,203
资产总额	$	6,571,583			$	4,396,711
负债和股东权益
流动负债：
应付账款1	$	493,033			$	203,129
应计保修费用7	70,267			20,013
应计费用及其他流动负债1, 8	479,782			222,254
递延收入和客户押金9	278,985			100,975
经营租赁负债1	24,022			22,000
融资义务	42,783			51,308

无追索权债务1	2,950			4,153
流动负债总额	1,391,822			623,832
递延收入和客户押金	475,395			42,840
经营租赁负债1	96,509			106,935
融资义务	142,212			192,460
有追索权债务	2,473,499			2,613,726

与未合并关联方交易产生的递延利润12	20,062			13,928
其他长期负债	8,974			10,027
负债总额	$	4,608,473			$	3,603,748
承诺和或有事项（附注12）
股东权益：
普通股：面值0.0001；授权发行600,000,000股；截至2026年9月30日和2025年12月31日，分别已发行并流通295,537,217股和280,045,459股14	30			28
额外实收资本	5,403,998			4,755,965
累计其他综合亏损	(457)			(369)
累计赤字	(3,470,694)			(3,986,983)
归属于普通股股东的股东权益总额	1,932,877			768,641
非控股权益	30,233			24,322
股东权益总额	$	1,963,110			$	792,963
负债和股东权益总额	$	6,571,583			$	4,396,711

1 我们在韩国共和国的一家合资企业中拥有可变利益实体（参见本季度报告Form 10-Q附注11—关联方交易），其部分余额合并计入这些财务报表项目。

2 包含关联方金额，截至2026年9月30日和2025年12月31日分别为$195.5 million和$151.9 million。

3 包含关联方金额，截至2026年9月30日和2025年12月31日分别为$73.7 million和$3.0 million。

4 截至2026年9月30日没有关联方余额。包含截至2025年12月31日的关联方金额$1.2 million。

5 包含关联方金额，截至2026年9月30日和2025年12月31日分别为$51.7 million和$48.8 million。

6 截至2026年9月30日没有关联方余额。包含截至2025年12月31日的关联方金额$6.0 million。

7 包含关联方金额，截至2026年9月30日和2025年12月31日分别为$5.0 million和$0.8 million。

8 包含关联方金额，截至2026年9月30日和2025年12月31日分别为$2.1 million和$0.04 million。

9 包含关联方金额，截至2026年9月30日和2025年12月31日分别为$8.1 million和$6.9 million。

10 包括截至2026年9月 30日来自关联方的金额20.5 百万美元。截至2025年12月 31日，没有关联方余额。

11 指对基金合资企业的关联方投资（见本季度报告表格10-Q中的附注7——对未合并关联公司的投资）。.

12 指向基金合资企业销售产生的未实现利润超过相关权益法投资账面价值的部分（见本季度报告表格10-Q中的附注7——对未合并关联公司的投资）。

13 指应付给客户的客户的关联方预付股份支付对价（见本季度报告表格10-Q中的附注3——收入确认）。

14 2026年5月27日，公司向特拉华州州务卿提交了经重述公司注册证书第二修正案证书，其中（除其他事项外）将其A类普通股更名为普通股，并删除了对B类普通股的过时提述。在该修正案之前，公司获授权发行470,092,742股B类普通股，但截至2025年12月31日，没有此类股份已发行或流通。本季度报告表格10-Q中对A类普通股的提述已更新为普通股。

随附附注是这些简明合并财务报表不可分割的组成部分。

Bloom Energy Corporation

简明合并经营报表

（以千为单位，每股数据除外）

（未经审计）


	截至三个月		截至九个月
	9月30日，		9月30日，
	2026		2025		2026		2025

收入：
产品	$	1,073,610			$	384,314		$	2,662,371	$	892,794
安装	84,855			65,773			161,764		136,796
服务	67,557			58,607			198,459		166,604
电力	9,815			10,354			29,662		50,117
总收入1	1,235,837			519,048			3,052,256		1,246,311
收入成本：
产品	666,978			249,794			1,690,167		588,113
安装	88,954			59,921			176,863		131,460
服务	55,508			51,834			165,320		154,100
电力	7,293			5,824			21,686		25,133
收入总成本	818,733			367,373			2,054,036		898,806
毛利	417,104			151,675			998,220		347,505
运营费用：
研发	64,146			48,724			179,868		130,104
销售和营销	52,409			41,995			133,893		88,326
一般和行政2	75,100			53,110			204,583		143,802
运营费用总额	191,655			143,829			518,344		362,232
经营收入（亏损）	225,449			7,846			479,876		(14,727)
利息收入	22,129			5,292			63,611		20,468
利息费用3	(7,525)			(14,390)			(25,035)		(43,241)
未合并关联公司权益亏损4	(2,897)			(19,599)			(15,553)		(19,599)
其他收入（费用），净额	12,627			(1,362)			21,131		3,059
债务清偿损失	—			—			—		(32,340)

嵌入式衍生工具重估收益（亏损）	10			(411)			225		(402)
所得税前收入（亏损）	249,793			(22,624)			524,255		(86,782)
所得税费用	817			336			2,732		1,784
净收入（亏损）	248,976			(22,960)			521,523		(88,566)
减：归属于非控股权益的净（亏损）收入	(1,295)			133			4,309		960
归属于普通股股东的净收入（亏损）	$	250,271			$	(23,093)		$	517,214	$	(89,526)
普通股股东可享有的每股净收益（亏损）：
基本	$	0.85			$	(0.10)		$	1.80	$	(0.38)
稀释	$	0.78			$	(0.10)		$	1.64	$	(0.38)
用于计算普通股股东可享有的每股净收益（亏损）的加权平均股数：
基本	294,757			234,931			287,970		232,579
稀释	324,289			234,931			323,307		232,579

1 包括截至2026年9月 30日的三个月和九个月相关方收入，分别为$321.6 million和$697.7 million；以及截至2025年9月 30日的三个月和九个月相关方收入，分别为$288.0 million和$317.8 million。

2 截至2026年9月 30日的三个月和九个月均无相关方一般及行政费用。包括截至2025年9月 30日的三个月和九个月相关方一般及行政费用，分别为$0.1 million和$0.4 million。

3 截至2026年9月 30日的三个月和九个月均无相关方利息费用。包括截至2025年9月 30日的九个月相关方利息费用$0.1 million。截至2025年9月 30日的三个月相关方利息费用无关紧要。

4 代表基金合资企业的相关方权益损失（见本季度报告10-Q表附注7—未合并关联方投资）。

随附附注是这些简明合并财务报表不可分割的一部分。

Bloom Energy Corporation

简明合并综合收益（亏损）表

（单位：千）

（未经审计）


	截至三个月		截至九个月
	9月30日，		9月30日，
	2026		2025		2026		2025

净收入（亏损）	$	248,976			$	(22,960)		$	521,523	$	(88,566)
其他综合收益（亏损），税后净额：
外币折算调整	2,051			(946)			1,491		2,118
其他综合收益（亏损），税后净额	2,051			(946)			1,491		2,118
综合收益（亏损）	251,027			(23,906)			523,014		(86,448)
减：归属于非控股权益的综合收益（亏损）	1,560			(440)			5,911		1,664
归属于普通股股东的综合收益（亏损）	$	249,467			$	(23,466)		$	517,103	$	(88,112)

随附附注是这些简明合并财务报表不可分割的一部分。

Bloom Energy Corporation

简明合并股东权益变动表

（单位：千，股份数据除外）

（未经审计）


	截至2026年9月 30日的三个月
	普通股	额外实收资本		累计其他综合收益（亏损）	累计亏损		归属于普通股股东的权益总额		非控股权益		股东权益总额
	股份	金额
截至2026年6月 30日的余额	293,354,001		$	29		$	5,332,587			$	347	$	(3,720,965)		$	1,611,998		$	28,673	$	1,640,671
发行限制性股票奖励	816,783		1		—			—			—	1		—			1
ESPP购买	166,063		—		8,971			—			—	8,971		—			8,971
行使股票期权	81,125		—		1,810			—			—	1,810		—			1,810
股票薪酬	—		—		56,300			—			—	56,300		—			56,300


Green Notes转换（附注8）	1,119,245		—		4,850			—			—	4,850		—			4,850
应付客户的客户的股份对价（附注3）	—		—		(520)			—			—	(520)		—			(520)

外币折算调整	—		—		—			(804)			—	(804)		2,855			2,051
净收入（亏损）	—		—		—			—			250,271	250,271		(1,295)			248,976
截至2026年9月 30日的余额	295,537,217		$	30		$	5,403,998			$	(457)	$	(3,470,694)		$	1,932,877		$	30,233	$	1,963,110



	截至2025年9月 30日的三个月
	普通股	额外实收资本		累计其他综合亏损	累计亏损		归属于普通股股东的权益总额		非控股权益		股东权益总额
	股份	金额
截至2025年6月 30日的余额	233,661,168		$	23		$	4,560,346			$	(806)	$	(3,964,982)		$	594,581		$	24,849	$	619,430
发行限制性股票奖励	634,737		1		—			—			—	1		—			1
ESPP购买	443,322		—		4,937			—			—	4,937		—			4,937
行使股票期权	1,479,996		—		37,416			—			—	37,416		—			37,416
股票薪酬	—		—		37,371			—			—	37,371		—			37,371
将2025年8月到期的2.5% Green可转换优先票据转换为普通股	137,606		—		2,230			—			—	2,230		—			2,230
外币折算调整	—		—		—			(373)			—	(373)		(573)			(946)
净（亏损）收益	—		—		—			—			(23,093)	(23,093)		133			(22,960)
截至2025年9月 30日的余额	236,356,829		$	24		$	4,642,300			$	(1,179)	$	(3,988,075)		$	653,070		$	24,409	$	677,479


	截至2026年9月 30日止九个月
	普通股	额外实收资本		累计其他综合亏损	累计亏损		归属于普通股股东的权益总额		非控股权益		股东权益总额
	股数	金额
截至2025年12月 31日的余额	280,045,459		$	28		$	4,755,965			$	(369)	$	(3,986,983)		$	768,641		$	24,322	$	792,963
发行限制性股票奖励	3,849,222		1		—			—			—	1		—			1
ESPP购买	810,714		—		17,044			—			—	17,044		—			17,044
行使股票期权	881,422		—		16,896			—			—	16,896		—			16,896
股票薪酬	—		—		156,710			—			—	156,710		—			156,710
应计股息	—		—		—			—			(994)	(994)		—			(994)
法定储备	—		—		—			—			92	92		—			92
Green票据转换（附注8）	7,796,169		1		149,481			—			—	149,482		—			149,482
应付客户之客户的股份支付对价（附注3）	—		—		307,902			—			—	307,902		—			307,902
行使认股权证时发行普通股，包括增发股份（无现金行权）（附注3）	2,154,231		—		—			—			—	—		—			—
外币折算调整	—		—		—			(88)			(23)	(111)		1,602			1,491
净收益	—		—		—			—			517,214	517,214		4,309			521,523
截至2026年9月 30日的余额	295,537,217		$	30		$	5,403,998			$	(457)	$	(3,470,694)		$	1,932,877		$	30,233	$	1,963,110



	截至2025年9月 30日止九个月
	普通股	额外实收资本		累计其他综合亏损	累计亏损		归属于普通股股东的权益总额		非控股权益		股东权益总额
	股数	金额
截至2024年12月 31日的余额	229,142,474		$	23		$	4,462,659			$	(2,593)	$	(3,897,618)		$	562,471		$	22,745	$	585,216
发行限制性股票奖励	4,358,653		1		—			—			—	1		—			1
ESPP购买	1,073,929		—		11,354			—			—	11,354		—			11,354
行使股票期权	1,644,167		—		38,680			—			—	38,680		—			38,680
股票薪酬	—		—		99,130			—			—	99,130		—			99,130
应计股息	—		—		—			—			(1,024)	(1,024)		—			(1,024)
法定储备	—		—		—			—			93	93		—			93
可转换债务溢价	—		—		28,247			—			—	28,247		—			28,247
将2025年8月到期的2.5% Green可转换优先票据转换为普通股	137,606		—		2,230			—			—	2,230		—			2,230
外币折算调整	—		—		—			1,414			—	1,414		704			2,118
净（亏损）收益	—		—		—			—			(89,526)	(89,526)		960			(88,566)
截至2025年9月 30日的余额	236,356,829		$	24		$	4,642,300			$	(1,179)	$	(3,988,075)		$	653,070		$	24,409	$	677,479

随附附注是这些简明合并财务报表不可分割的一部分。

Bloom Energy Corporation

简明合并现金流量表

（千元）

（未经审计）


	截至以下日期止九个月
	9月30日，
	2026		2025


经营活动产生的现金流量：
净收益（亏损）	$	521,523			$	(88,566)
将净收益（亏损）调节至经营活动提供（使用）的现金净额的调整项目：
折旧和摊销	40,830			37,382
非现金租赁费用	25,888			24,509
未合并关联公司的权益亏损	15,553			19,599




股票薪酬费用	157,641			96,593
债务发行成本摊销	9,978			5,537
债务清偿损失	—			32,340

失败的售后回租交易净收益	(22,927)			(827)
应付客户之客户的股份支付对价（附注3)12	1,402			—
信用损失准备	3,080			340
存货准备及资产减值	3,143			21,846
未实现外币汇兑损失（收益）	1,391			(2,092)
其他11	879			452
经营资产和负债变动：
应收账款1	(264,825)			(75,681)
合同资产2	(618,002)			(113,722)
存货	(285,458)			(179,162)
递延收入成本3	(82,697)			34,409
预付费用及其他流动资产4	(128,439)			1,461

其他长期资产5	(274,668)			1,728
经营租赁使用权资产和经营租赁负债	(25,699)			(25,235)
融资租赁负债	469			1,188
应付账款	285,086			76,175
应计保修费用6	50,254			(1,877)
应计费用及其他流动负债7	248,149			27,723
递延收入和客户押金8	610,565			(198,100)
与权益法被投资方相关的递延利润及其他长期负债9	(221)			(144)
经营活动提供（使用）的现金净额	272,895			(304,124)
投资活动产生的现金流：
购置不动产、厂房及设备	(231,310)			(33,805)
出售不动产、厂房及设备所得款项	187			76
对未合并关联公司的投资10	(26,577)			(24,570)


投资活动使用的现金净额	(257,700)			(58,299)
融资活动产生的现金流：

支付债务发行成本	(787)			(3,348)
偿还债务	(1,347)			—

偿还融资义务	(17,195)			(8,404)
发行普通股所得款项	33,941			50,035
已付股息	(925)			(947)
其他	(38)			150
融资活动提供的现金净额	13,649			37,486
汇率变动对现金、现金等价物及受限现金的影响	(2,278)			981
现金、现金等价物及受限现金净增加（减少）额	26,566			(323,956)
现金、现金等价物及受限现金：
期初	2,481,580			950,971
期末	$	2,508,146			$	627,015

现金流信息补充披露：
本期支付的利息现金	$	14,635			$	30,576
计入租赁负债计量金额的现金支付：
经营租赁产生的经营现金流	25,699			24,979
融资租赁产生的经营现金流	326			256
本期支付的所得税现金	5,689			1,122
非现金投资和融资活动：
记录的不动产、厂房及设备负债净额	$	18,138			$	2,266
终止确认融资义务	42,635			—
本年迄今期间确认的经营租赁使用权资产	7,867			3,878
本年迄今期间确认的融资租赁使用权资产	452			1,162
未拨付的投资承诺（附注11）13	1,438			720

Green Notes转换（附注8）	149,481			2,230
可转换债务溢价	—			28,247
已交换的2025年8月到期、票面利率2.5%的Green可转换优先票据面值	—			112,769
债务交换中发行的2029年6月到期、票面利率3.0%的额外Green Notes面值	—			115,725

1 包括截至2026年和2025年9月30日止九个月内关联方余额变动，分别为$43.6 million和$55.0 million。

2 包括截至2026年和2025年9月30日止九个月内关联方余额变动，分别为$73.7 million和$87.4 million。

3 包括截至2026年9月30日止九个月内关联方余额变动$20.5 million。截至2025年9月30日止九个月内，关联方余额没有变动。

4 包括截至2026年和2025年9月30日止九个月关联方余额分别变动1.2 百万美元和1.2 百万美元。

5 包括截至2026年和2025年9月30日止九个月关联方余额分别变动6.0 百万美元和8.8 百万美元。

6 包括关联方余额变动4.2 百万美元和1.2 百万美元，分别对应截至2026年和2025年9月30日止九个月。

7 包括截至2026年和2025年9月30日止九个月关联方余额分别变动2.0 百万美元和0.5 百万美元。

8 包括截至2026年和2025年9月30日止九个月关联方余额分别变动1.2 百万美元和12.2 百万美元。

9 包括截至2026年9月30日止九个月关联方余额变动6.1 百万美元。截至2025年9月30日止九个月，关联方余额没有变动。

10 代表对未合并关联公司的关联方投资（见本季度报告10-Q表附注7—对未合并关联公司的投资）。

11 包括截至2026年9月30日止九个月从未合并关联公司收到的1.0 百万美元关联方分配款（见本季度报告10-Q表附注7—对未合并关联公司的投资）。

12 代表应付给客户的客户的关联方对价（见本季度报告10-Q表附注3—收入确认）。

13 代表与未合并关联公司有关的关联方未出资投资承诺（见本季度报告10-Q表附注7—对未合并关联公司的投资）。

随附附注是这些简明合并财务报表不可分割的一部分。

Bloom Energy Corporation

未经审计的简明合并财务报表附注

未经审计的简明合并财务报表反映了所有正常及经常性调整；管理层认为，这些调整对于公允列报所示中期期间的业绩是必要的。

未经审计的简明合并财务报表应与经审计的合并财务报表（包括其附注）一并阅读；这些报表载于我们截至2025年12月31日财政年度的10-K表年度报告（“2025年10-K表”）。

1. 业务性质、流动性及列报基础

业务性质

有关我们业务性质的信息，请参阅我们2025年10-K表第二部分第8项附注1—业务性质、流动性及列报基础，中的业务性质部分。

流动性

截至2026年9月30日的九个月，我们实现了2.729亿美元的正经营现金流和4.799亿美元的经营收入。截至2026年9月30日，我们的追索权债务和无追索权债务未偿总额分别为24.735亿美元和300万美元，其中分别有300万美元和24.735亿美元被分类为短期债务和长期债务。截至2025年12月31日，我们的追索权债务和无追索权债务未偿总额分别为26.137亿美元和420万美元，其中分别有420万美元和26.137亿美元被分类为短期债务和长期债务。

有关我们此前发行可转换债务、相关交换和清偿交易，以及订立高级担保多币种循环信贷额度（“循环信贷额度”）的信息，请参阅本季度报告10-Q表第一部分第1项附注8—未偿贷款和担保协议，以及我们2025年10-K表第二部分第8项附注1—业务性质、流动性及列报基础，中的流动性章节。

我们的未来资本需求取决于许多因素，包括市场对我们产品的接受程度、收入增长速度、研发工作及其他业务计划支出的时间和规模、系统部署量的增长速度及额外营运资金需求、我们与供应商和第三方制造商的采购承诺、国内和国际市场销售及营销活动的扩展、我们为客户使用产品争取融资的能力、安装时间、为预期未来销售和安装而增加库存及扩充工厂产能，以及整体经济状况。为支持并实现未来增长计划，我们可能需要或寻求通过股权或债务融资，以有利条件获得额外资金。未来季度若未能以有利条件或根本无法获得此类融资，可能会影响我们的财务状况和经营业绩，包括收入和现金流。

管理层认为，我们的现金及现金等价物与预计由经营活动产生的现金流相结合，预计足以满足自本季度报告10-Q表发布之日起至少未来12个月的预期现金流需求。

《大而美法案》

有关2025年7月4日签署成为法律的《大而美法案》（“OBBBA”）及其对我们业务的影响，请参阅我们2025年10-K表第二部分第8项附注1—业务性质、流动性及列报基础，中的《大而美法案》章节。

列报基础

我们根据美国证券交易委员会（“SEC”）的规则和规定编制了本文所载的简明合并财务报表，并按照这些规则的允许范围，纳入了美国公认会计原则（“美国 GAAP”）要求的所有披露。某些前期金额已重新分类，以符合本期列报方式。

合并原则

有关合并原则的信息，请参阅我们 2025 年 Form 10-K 第二部分第 8 项附注 1—业务性质、流动性及列报基础，部分合并原则。

估计的使用

有关会计估计使用的信息，请参阅我们 2025 年 Form 10-K 第二部分第 8 项附注 1—业务性质、流动性及列报基础，部分估计的使用。

风险集中度

地理风险—在所有列报期间，我们的大部分收入和长期资产均来自美国的运营。除在美国发货外，我们还向其他国家/地区发运 Energy Server 系统，主要包括韩国、日本、印度和台湾（统称“亚太地区”），以及若干欧洲国家，即德国、英国和意大利。截至 2026 年 9 月 30 日的三个月和九个月，美国收入分别占总收入的 97% 和 93%。截至 2025 年 9 月 30 日的三个月和九个月，美国收入分别占总收入的 92% 和 72%。

信用风险—截至 2026 年 9 月 30 日，三家客户*（第一家为关联方，见本季度报告 Form 10-Q 附注 11—关联方交易）约占应收账款的 31%、24% 和 15%。截至 2025 年 12 月 31 日，三家客户*（第一家为关联方，见本季度报告 Form 10-Q 附注 11—关联方交易）约占应收账款的 41%、17% 和 15%。迄今为止，我们未遭受这些客户*造成的重大信用损失。

客户风险—截至 2026 年 9 月 30 日的三个月，两家客户*（第二家为关联方，见本季度报告 Form 10-Q 附注 11—关联方交易）的收入约占我们总收入的 43% 和 26%。截至 2026 年 9 月 30 日的九个月，两家客户*（第二家为关联方）的收入约占我们总收入的 43% 和 23%。

截至 2025 年 9 月 30 日的三个月，一家客户*（该客户为关联方，见本季度报告 Form 10-Q 附注 11—关联方交易）约占我们总收入的 55%。截至 2025 年 9 月 30 日的九个月，三家客户*（第一家为关联方）约占我们总收入的 23%、19% 和 15%。

*“客户”的定义。就风险集中度披露而言，“客户”指我们向其销售产品并履行安装义务的合同相对方；在某些交易中，该相对方可能是项目融资关联方，而非产品的最终用户。有关 Brookfield 关联融资框架结构的更多信息，请参阅附注 7—对未合并关联方的投资。

2. 重要会计政策摘要

请参阅我们 2025 年 Form 10-K 第二部分第 8 项附注 2—重要会计政策摘要中所述的会计政策。

对未合并关联方投资的权益法会计处理

管理未合并关联方的 LLC 协议所规定的分配权利和优先顺序，与 Bloom 在这些实体中的基础持股比例不同。因此，我们采用假设清算账面价值（“HLBV”）法分摊未合并关联方的收益或亏损；当合同现金分配条款与明确列示的所有权比例不同时，根据《会计准则汇编》（“ASC”）323《投资—权益法和合资企业》（“ASC 323”），该方法是权益法会计的一种可接受应用。

由于收到未合并关联方财务信息的时间安排，我们采用滞后一个季度的报告期应用权益法。在滞后期间，Bloom 会监控未合并关联方是否发生重大事项，并对任何此类事项进行评估，必要时在本报告期予以披露或反映。管理层认为，采用这一报告滞后期是合理的，不会对我们的简明合并经营业绩产生重大影响。

根据 HLBV 法，在每个报告日，我们都会计算：假设每家未合并关联方按其美国 GAAP 账面价值清算全部资产，并按照适用 LLC 协议规定的清算优先顺序向债权人和成员分配所得款项，我们将获得的金额。我们在每家未合并关联方中的当期收益或亏损份额，等于报告期初与期末计算所得清算请求权的变动额，并根据本期出资和分配进行调整。由此产生的权益法收益或亏损在我们的简明合并经营报表中以单独项目未合并关联方权益收益（亏损）列示。

HLBV 计算的关键输入包括各未合并关联方的美国 GAAP 净收益或亏损、应税收益或亏损、账面和税务折旧、第 704(b) 条资本账户余额、出资和分配、可转让投资税收抵免，以及适用 LLC 协议中规定的目标回报和清算优先顺序。任何这些输入发生变化，都可能显著影响假设清算时我们有权获得的金额，进而影响我们在未合并关联方收益或亏损中的权益。

未合并关联方以基金合资企业表示（参见本季度 10-Q 表格报告附注 7——对未合并关联方的投资）。管理层会定期评估治理权、持股水平或合同安排的变化是否需要重新考虑合并或权益法结论。

收到的未合并关联方分配款

我们采用“累计收益”法对现金流量简明合并报表中收到的未合并关联方分配款进行分类。根据该方法，收到的未合并关联方分配款计入现金流量简明合并报表中的经营活动，除非累计分配款超过我们享有的被投资方累计权益法净收益份额。在这种情况下，超出的分配款被视为投资收回，并归类为投资活动。

有关我们会计政策的完整讨论，请参阅我们 2025 年 10-K 表格第二部分第 8 项附注 2——重要会计政策摘要。

已缴关税的收回

我们参照 ASC 410-30《资产弃置和环境义务——环境义务》（“ASC 410-30”）采用损失收回模型，对可能收回已缴进口关税进行会计处理。根据 ASC 410-30（其引用了 ASC 450-20《损失或有事项》中的概率门槛），当退款被认为很可能收回且金额能够合理估计时，我们确认关税退款应收款。确认的应收款以此前已在简明合并经营报表中确认的关税成本为限。我们不会确认超过此前已确认成本的金额。

我们根据所有可用证据评估收回的可能性，包括退款流程的进展、法律动态，以及我们提出索赔的意图和能力。如果认为收回并非很可能，则不记录资产。我们在每个报告期重新评估这一结论。

近期发布的会计公告

尚未采用的会计指南

2026 年 9 月，财务会计准则委员会（“FASB”）发布了会计准则更新（“ASU”）2026-03《公允价值计量（主题 820）：权益证券受合同销售限制的投资公司》（“ASU 2026-03”）。该指南为 ASC 946 范围内的投资公司豁免某些公允价值计量要求，要求在计量权益证券公允价值时考虑合同销售限制，并要求披露相关信息。修订适用于 2027 年 12 月 15 日之后开始的年度报告期间，包括这些年度报告期间内的中期期间；允许提前采用。本公司已得出结论，ASU 2026-03 不适用于其简明合并财务报表。

2026年5月，FASB 发布了 ASU 2026-02，环境信用及环境信用义务（主题 818）（“ASU 2026-02”）。该准则建立了一个全面的模型，用于环境信用及环境信用义务的确认、计量、列报和披露。修订旨在通过减少此类安排会计处理方面实务做法的多样性，提高可比性和透明度。该准则适用于 2027年12月15日之后开始的财年，包括这些财年内的中期期间；允许提前

采用。本公司正在评估 ASU 2026-02 指引，目前预计其不会对本公司的简明合并财务报表产生重大影响。

2026年4月，FASB 发布了 ASU 2026-01，权益（主题 505）：权益分类优先股实物股息的初始计量（“ASU 2026-01”）。该准则要求实体根据相关协议规定的股息率乘以该工具的清算优先额，对权益分类优先股的实物股息（“PIK”）进行初始计量。修订旨在通过减少此类股息计量方面实务做法的多样性，提高可比性，且不影响确认时点。该准则适用于 2026年12月15日之后开始的财年，包括这些财年内的中期期间；允许提前采用。本公司正在评估 ASU 2026-01 指引，目前预计其不会对本公司的简明合并财务报表产生重大影响。

请参阅我们 2025 年 Form 10-K 第二部分第 8 项附注 2“重大会计政策概要”中“尚未采用的会计指引”一节所述的其他尚未采用的会计指引。根据我们持续进行的评估，我们预计采用新的会计指引不会对本公司的简明合并财务报表产生重大影响。

本公司近期发布并已采用的会计准则

2025年12月，FASB发布了ASU 2025-10，政府补助（主题 832）：企业实体收到的政府补助会计处理（“ASU 2025-10”）。该更新就企业实体收到的政府补助的确认、计量和列报提供了权威指引；此前，美国 GAAP 在这一领域缺乏相关指引。修订内容界定了政府补助，确立了确认标准，并要求披露补助的性质、所采用的会计政策以及重要条款和条件。对于公众企业实体，该修订适用于2028年12月15日之后开始的年度期间，允许提前采用。我们选择自2026年1月1日（即2026年度报告期间开始日）起提前采用该准则，并采用修正后的未来适用法。我们选择将与资产相关的不可退款、可转让税收抵免作为政府补助进行会计处理，并将该抵免单独列报为递延收入。递延收入在产生此类抵免的资产使用寿命内摊销计入其他收入（费用），净额。根据这一选择，我们将来自对未合并关联方投资所产生的可转让税收抵免，作为整体权益法收益（亏损）的一部分进行会计处理，与未合并关联方财务报表中报告的所有其他收入或亏损项目保持一致。如果我们对可转让税收抵免采用的会计政策与未合并关联方不同，我们将在计算权益法收益或亏损时重列未合并关联方的财务报表。采用这项新会计公告未对我们报告的财务状况、经营业绩或现金流产生重大影响。该准则对我们简明合并财务报表中列报的任何以前期间均无影响。

2025年7月，FASB发布了ASU 2025-05，金融工具——信用损失（主题 326）：应收账款和合同资产信用损失的计量（“ASU 2025-05”）。该更新为所有实体提供了一项实务简便方法，用于估计因按照 ASC 606 与客户签订的合同收入（“ASC 606”）进行会计处理的交易所产生的流动应收账款和流动合同资产的预期信用损失。根据该实务简便方法，在估计预期信用损失时编制合理且有依据的预测，实体可以假设资产负债表日的当前状况在资产剩余存续期内保持不变。ASU 2025‑05适用于2025年12月15日之后开始的年度报告期间，包括这些年度报告期间内的中期期间。我们于2026年第一季度采用了ASU 2025‑05。采用这项新会计公告未对我们报告的财务状况、经营业绩或现金流产生重大影响。

3. 收入确认

合同余额

下表列示了应收账款、合同资产、客户存款和递延

与客户签订的合同收入（单位：千）：


	9月30日，		12月31日，
	2026		2025

应收账款	$	634,743			$	371,796
合同资产	858,646			241,186
客户预付款	661,354			78,207
递延收入	93,026			65,608

截至2026年9月30日的九个月内，应收账款和合同资产分别增加了$262.9 million和$617.5 million，主要是由于收入规模扩大、产品和安装服务需求增长带动项目活动增加，以及开票里程碑的时间安排。

截至2026年9月30日的九个月内，客户预付款增加了$583.1 million，主要是由于收到与近期签署的客户协议相关的新预付款和在进行项目的里程碑付款，部分被某些预付款转为不可退还并重新分类为递延收入所抵消。

有关合同资产和负债的更多信息，请参阅我们2025年Form 10-K第二部分第8项附注3—收入确认，中的合同余额部分。

合同资产


	截至的三个月		截至的九个月
	9月30日，		9月30日，
	2026		2025		2026		2025

期初余额	$	428,298			$	129,798		$	241,186	$	145,162
从期初确认的合同资产转入应收账款	(33,539)			(31,638)			(108,584)		(99,699)
截至期末已确认但尚未开票的收入	463,887			160,724			726,044		213,421

期末余额	$	858,646			$	258,884		$	858,646	$	258,884

递延收入

截至2026年和2025年9月30日的三个月和九个月内，递延收入活动如下（单位：千美元）：


	截至的三个月		截至的九个月
	9月30日，		9月30日，
	2026		2025		2026		2025

期初余额	$	84,478			$	56,172		$	65,608	$	66,304
新增	1,147,259			331,487			2,447,700		862,407
已确认收入	(1,138,711)			(333,984)			(2,420,282)		(875,036)
期末余额	$	93,026			$	53,675		$	93,026	$	53,675

有关递延收入的更多信息，请参阅我们2025年Form 10-K第二部分第8项附注3—收入确认中的递延收入部分。

截至2026年9月30日和2025年12月31日，我们尚未履行的履约义务分别为$661.2 million和$394.4 million，主要与产品销售和安装服务有关。我们预计将根据客户的项目部署计划，在未来1至2年内确认相关收入。截至2026年9月30日，与场地恢复服务相关的收入为$3.3 million，将在15年合同服务期结束后完成相关服务时确认。此外，截至2026年9月30日和2025年12月31日，我们与递延服务相关的尚未履行履约义务分别为$56.2 million和$25.0 million，主要

与合同有关，我们预计将在剩余合同期限内确认相关收入，剩余期限为1至25年。

对于以下合同，我们不披露尚未履行履约义务的价值：(i) 原始预期期限为一年或更短的合同；以及(ii) 对已提供服务按我们有权开具发票的金额确认收入的合同。

分类收入

我们将客户合同收入细分为四类收入：产品、安装、服务和电力（单位：千美元）：


	截至的三个月		截至九个月
	9月30日，		9月30日，
	2026		2025		2026		2025

与客户合同产生的收入：
产品收入	$	1,073,610			$	384,314		$	2,662,371	$	892,794
安装收入	84,855			65,773			161,764		136,796
服务收入	67,557			58,607			198,459		166,604
电力收入	5,006			4,637			15,581		32,655
与客户合同产生的收入总额	1,231,028			513,331			3,038,175		1,228,849
包含租赁的合同产生的收入：
电力收入	4,809			5,717			14,081		17,462
收入总额	$	1,235,837			$	519,048		$	3,052,256	$	1,246,311

承诺向客户的客户发行股份支付对价

2025年10月28日，关于本公司与 Oracle Corporation（“Oracle”）达成的合作，即为 AI 数据中心提供现场固态电力，且须协商确定本公司与 Oracle 均可接受的认股权证条款，本公司同意向 Oracle 发行认股权证（“认股权证”），以每股 $113.28 的行权价购买最多共计 3,531,073 股普通股，该价格为 2025年10月28日的收盘市价。有关认股权证的更多详情，请参阅我们2025年10-K表格第二部分第8项附注3——收入确认中标题为承诺向客户的客户发行股份支付对价的部分。

2026年4月9日（“授予日”），认股权证已发行。认股权证在发行时即全部归属，可在授予日起六个月内随时全部或部分立即行权，并被分类为权益。根据 ASC 606 和 ASC 718《薪酬——股票薪酬》（“ASC 718”），并结合 ASU 2025-04《薪酬——股票薪酬（主题718）与客户合同收入（主题606）：向客户支付股份对价的澄清》，我们重新计量了授予日认股权证的公允价值。认股权证的公允价值根据 ASC 718 的公允价值计量框架，采用 Black-Scholes 期权定价模型确定。以下加权平均假设用于估算2026年4月9日认股权证以及2025年12月31日发行认股权证的承诺的公允价值：


	4月9日，	12月31日，
	2026	2025

无风险利率	3.7%	3.6%
预期期限（年）	0.5	0.5
预期股息率	—	—
预期波动率	115.0%	96.2%

截至授予日和2025年12月31日，认股权证及发行认股权证承诺的估计公允价值分别为 $251.6 million 和 $55.9 million。授予日后，认股权证的公允价值固定，并作为向客户的客户支付的对价进行会计处理，在相关

根据 Oracle 安排售出的 Energy Server 系统交付时确认为收入减项。

2026年5月1日（“行权日”），Oracle以无现金方式行使了认股权证，因此发行了1,905,433股普通股。根据认股权证协议条款，Oracle可以选择净额结算或总额结算。由于净额结算发行的股份比总额结算少140万股，我们同意额外向Oracle发行248,798股普通股，以促使Oracle选择净额结算。这些增发股份构成额外对价，公允价值为72.3 million美元。因此，行使认股权证时发行股份的公允价值总额（包括增发股份）为323.9 million美元。

行权日前，已在 Additional Paid-in Capital 中确认12.9 million美元。行权日后，我们在 Additional Paid-in Capital 中额外记录了311.0 million美元，并相应借记了截至2026年9月 30日的流动和长期 Customer Consideration Asset，金额分别为91.0 million美元和215.5 million美元；同时记录了收入调整，导致截至2026年9月 30日的三个月和九个月收入分别增加0.5 million美元和减少1.4 million美元。 Customer Consideration Asset 指应付给客户的客户的预付股份对价，并随着Oracle安排项下售出的相关Energy Server系统交付而作为收入抵减项摊销。

截至2026年9月 30日，与认股权证相关的收入抵减累计确认金额为17.3 million美元。

4. 金融工具

现金、现金等价物及受限现金

现金、现金等价物及受限现金的账面价值接近公允价值，具体如下（单位：千美元）：


	9月30日		12月31日
	2026		2025
持有形式：
现金	$	140,342			$	94,997
货币市场基金	2,367,804			2,386,583
	$	2,508,146			$	2,481,580
报表列示：
现金及现金等价物	$	2,486,702			$	2,454,108
受限现金	21,444			27,472
	$	2,508,146			$	2,481,580

5. 公允价值

我们关于现金等价物和嵌入式价格调整保护计划（“EPP”）衍生工具公允价值计量的会计政策，详见我们2025年Form 10-K第二部分第8项附注2——重要会计政策摘要。

按经常性基础以公允价值计量的金融资产和负债

下表按层级列示了各期间按公允价值入账的金融资产和负债。表中不包括按历史成本或公允价值以外其他基础计量的资产和负债（单位：千美元）：


	报告日公允价值计量所采用的层级
2026年9月30日	第1层级		第2层级	第3层级		合计

资产
现金等价物：
货币市场基金	$	2,367,804		$	—		$	—	$	2,367,804
负债
衍生工具：
嵌入式EPP衍生工具	$	—		$	—		$	4,889	$	4,889


	报告日公允价值计量所采用的层级
2025年12月31日	第1层级		第2层级	第3层级		合计

资产
现金等价物：
货币市场基金	$	2,386,583		$	—		$	—	$	2,386,583
负债
衍生工具：
嵌入式 EPP 衍生工具	$	—		$	—		$	5,607	$	5,607

截至2026年9月30日的九个月内，3级金融负债变动如下（单位：千）：


	嵌入式 EPP 衍生负债

2025年12月31日负债	$	5,607
EPP 负债结算	(493)
公允价值变动	(225)
2026年9月30日负债	$	4,889

2026年3月，根据与一位客户签订的 EPP 协议，我们支付了 $0.5 million，该款项计为截至2026年9月30日嵌入式 EPP 衍生负债余额的减少。

有关货币市场基金和 EPP 衍生工具的更多信息，请参阅我们2025年 Form 10-K 第二部分第8项附注5—公允价值，章节按经常性基础以公允价值计量的金融资产和负债。

未按经常性基础以公允价值计量的金融资产、负债及其他项目

债务工具—定期贷款和可转换优先票据的估值基于当前为期限和条款相似的工具提供的利率（第2级）。下表列示债务工具的估计公允价值和账面价值（单位：千）：


	2026年9月30日		2025年12月31日
	净账面价值		公允价值		净账面价值		公允价值

债务工具
有追索权：
2030年11月到期的0%可转换优先票据1	$	2,450,891			$	4,155,551		$	2,442,091	$	2,140,536
2029年6月到期的3.0%绿色可转换优先票据1	22,608			304,704			73,473		313,740
2028年6月到期的3.0%绿色可转换优先票据1	—			—			98,162		456,764
无追索权：
2026年10月到期的4.6%定期贷款	2,950			3,355			2,769		3,009
2026年4月到期的4.6%定期贷款	$	—			$	—		$	1,384	$	1,550

1公允价值增加主要反映公司股价上涨。

6. 资产负债表组成项目

存货

存货的组成如下（单位：千）：


	9月30日		12月31日
	2026		2025

原材料	$	613,086			$	351,757
在制品	104,271			125,036
产成品	210,313			166,513
	$	927,670			$	643,306

截至2026年9月30日和2025年12月31日，存货准备分别为 $32.1 million 和 $39.3 million。

预付费用及其他流动资产

预付费用及其他流动资产的组成如下（单位：千）：


	9月30日		12月31日
	2026		2025

项目相关资产1	$	72,704			$	—
供应商预付款2	28,003			750
应收员工款项3	23,415			2,507
预付硬件和软件维护费	8,513			6,327
应收税款	7,805			4,509
应收利息	5,575			6,029
预付递延佣金	4,811			3,049
预付托管服务费	4,193			4,705
预缴所得税	3,574			142
预付医疗保险费	2,454			232
预付租金	2,008			60
递延费用	1,225			1,559
应收关税退款4	1,150			—
递延融资成本（附注8）	740			687
已付押金	305			376
预付企业保险费	185			5,182
预付工伤赔偿保险费	—			796
其他预付费用及其他流动资产	11,584			12,895
	$	178,244			$	49,805

1 该余额代表公司因项目安排而替客户承担的、可报销的项目相关成本。公司预计将在未来三个月内向客户收回该款项。

2 供应商预付款增加，主要是由于根据与未来商品和服务采购相关的商业安排向某些供应商支付了预付款。

3 员工应收款增加，主要是由于销售订单增加，导致佣金预付款上升。

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

Property, Plant and Equipment, Net

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


	September 30,		December 31,
	2026		2025

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

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

Depreciation expense related to property, plant and equipment was $12.8 million and $37.4 million for the three and nine months ended September 30, 2025, respectively.

Other Long-Term Assets

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


	September 30,		December 31,
	2026		2025

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

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

Accrued Warranty and Product Performance Liabilities

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


	September 30,		December 31,
	2026		2025

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

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


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

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

Accrued Expenses and Other Current Liabilities

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


	September 30,		December 31,
	2026		2025

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

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

Preferred Stock

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

7. Investments in Unconsolidated Affiliates

The Company and Brookfield Asset Management (“Brookfield”) have entered into joint venture structures which are housed in an AI Infrastructure Fund created by Brookfield (the “AI Fund”). For details, see Part II, Item 8, Note 7—Investments in Unconsolidated Affiliates in our 2025 Form 10-K. We account for each investment in both the AI Fund JVs and JVs outside the AI Fund (the “Other JVs”) (collectively, the “Fund JVs”) as an investment under the equity method of accounting in accordance with ASC 323. The AI Fund and Brookfield hold the remaining ownership interests and serve as the primary beneficiaries; accordingly, both the AI Fund JVs and the Other JVs are not consolidated by us. As of September 30, 2026, and December 31, 2025, we hold equity interests in the following Fund JVs:


	September 30,	December 31,
	2026	2025

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

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

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

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

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


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

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

8. Outstanding Loans and Security Agreements

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


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

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

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

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

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


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

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

Recourse debt refers to debt that we have an obligation to pay. Non-recourse debt refers to debt that is recourse to only our subsidiary, Bloom SK Fuel Cell, LLC, a joint venture in the Republic of Korea with SK ecoplant (the “Korean JV”). The differences between the unpaid principal balances and the net carrying values reflect unamortized deferred financing costs, including the initial purchasers’ discounts, where applicable, and premiums or discounts associated with our debt, if any. We and all of our subsidiaries were in compliance with all financial covenants as of September 30, 2026, and December 31, 2025.

Recourse Debt Facilities

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

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

Issuance date/Indenture date1

November 4, 2025

May 29, 2024

Aggregate principal amount issued

$2,500.0 million

$402.5 million

Initial purchasers’ discount2

$50.0 million

$12.1 million

Other issuance costs2

$9.9 million

$0.7 million

Net proceeds received

$2,440.1 million

$389.7 million

Due date3

November 15, 2030

June 1, 2029

Greenshoe option4

$300.0 million

$52.5 million

Senior, unsecured obligations

Yes

Interest rate and payment schedule

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

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

Redemption date5

November 20, 2028

June 7, 2027

Conversion date6

August 15, 20307

March 1, 20297

Conversion trigger quarter-end date6

March 31, 20268

September 30, 20248

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

5.1290

47.9795

Initial conversion price, per share of common stock9

$194.97

$20.84

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

2.6926

15.5932

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

as of September 30, 2026

19,554,000

1,447,614

as of December 31, 2025

19,554,000

4,775,899

Effective interest rate

0.5%

1.1%

Customary provisions relating to the occurrence of Events of Default

See footnote 11

Classification of net carrying value in condensed consolidated balance sheets.

as of September 30, 2026

Long-term liability

as of December 31, 2025

Long-term liability

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

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

3 Unless earlier repurchased, redeemed or converted.

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

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

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

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

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

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

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

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

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

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


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

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

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


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

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

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

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


	September 30,		December 31,
	2026		2025

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

Capped Calls

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

The Green Notes

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

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

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

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

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

Revolving Credit Facility

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

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

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


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

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

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


	September 30,		December 31,
	2026		2025

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

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

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

Non-recourse Debt Facilities

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

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

Repayment Schedule and Interest Expense

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

thousands):


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

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

For the three and nine months ended September 30, 2025, interest expense of $14.4 million and $43.2 million, respectively, including total interest expense related to our debt of $10.4 million and $31.2 million, respectively, was recorded in Interest expense on our condensed consolidated statements of operations.

9. Leases

Facilities, Energy Server Systems, and Vehicles

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

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


	September 30,		December 31,
	2026		2025

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

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

1 These assets primarily include leases for facilities, Energy Server systems, and vehicles.

2 Net of accumulated amortization.

3 These assets primarily include leases for vehicles.

4 Included in property, plant and equipment, net in the condensed consolidated balance sheets.

5 Included in accrued expenses and other current liabilities in the condensed consolidated balance sheets.

6 Included in other long-term liabilities in the condensed consolidated balance sheets.

The components of our lease costs for the three and nine months ended September 30, 2026 and 2025, were as follows (in thousands):


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

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

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


	September 30,		December 31,
	2026		2025

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

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


	Operating Leases		Finance Leases


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

Lease Not Yet Commenced

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

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

Managed Services Financing

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

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

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

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


	Financing Obligations

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

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

10. Stock-Based Compensation and Employee Benefit Plans

Share-based grants are designed to reward employees for their long-term contributions to us and provide incentives for them to remain with us.

2012 Equity Incentive Plan

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

2018 Equity Incentive Plan

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

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

Stock-Based Compensation Expense

The following table summarizes the components of stock-based compensation expense in the condensed consolidated statements of operations (in thousands):


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

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

For the three and nine months ended September 30, 2026 and 2025, stock-based compensation expense capitalized on inventory and deferred cost of goods sold was not material.

Stock Option and Stock Award Activity

Stock Options

The following table summarizes the stock option activity under our stock plans during the reporting period:


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

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

During the three and nine months ended September 30, 2026, we recognized $1.1 million and $3.6 million of stock-based compensation costs for stock options, respectively. During the three and nine months ended September 30, 2025, we recognized $1.6 million and $4.2 million of stock-based compensation costs for stock options, respectively.

No stock options were granted during the three and nine months ended September 30, 2026. During the three and nine months ended September 30, 2025, we granted 11,504 and 111,504 stock options, respectively. 111,504 stock options granted during the nine months ended September 30, 2025, included 100,000 performance-based stock options (“PSOs”) issued to a non-executive employee, which are subject to vesting upon achievement of specified corporate milestones. PSOs have a 10-year term, an exercise price equal to the fair market value of our common stock on the date of grant, and vest either at the end of three-year performance period, or over a three- or four-year requisite service period.

We used the following weighted-average assumptions in applying the Black-Scholes valuation model for determination of the stock options valuation:


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

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

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

As of September 30, 2026, and December 31, 2025, we had unrecognized compensation costs related to unvested stock options of $2.6 million and $5.1 million, respectively. This cost is expected to be recognized over the remaining weighted-average period of 0.6 years and 1.3 years, respectively. Cash received from stock options exercised totaled $1.8 million and $16.9 million for the three and nine months ended September 30, 2026, respectively. Cash received from stock options exercised totaled $37.4 million and $38.7 million for the three and nine months ended September 30, 2025, respectively.

Stock Awards

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


	Number of Awards Outstanding	Weighted Average Grant Date Fair Value

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

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

The estimated fair value of RSUs and PSUs is based on the fair market value of our common stock on the date of grant. For the three and nine months ended September 30, 2026, we recognized $50.7 million and $138.9 million of stock-based compensation costs for stock awards, respectively. For the three and nine months ended September 30, 2025, we recognized $33.1 million and $87.7 million of stock-based compensation costs for stock awards, respectively.

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

Executive Awards

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

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

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

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

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

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

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


	September 30,		December 31,
	2026		2025

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

Plan Shares Available for Grant

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


		Plan Shares Available for Grant

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

2018 Employee Stock Purchase Plan

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

During the three and nine months ended September 30, 2026, we recognized $4.5 million and $14.2 million of stock-based compensation costs for the 2018 ESPP, respectively. During the three and nine months ended September 30, 2025, we recognized $2.7 million and $7.2 million of stock-based compensation costs for the 2018 ESPP, respectively.

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

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

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


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

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

11. Related Party Transactions

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

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


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

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

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

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

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

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

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


	September 30,		December 31,
	2026		2025

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

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

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





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

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

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

SK ecoplant Joint Venture

For information on SK ecoplant Joint Venture, see Part II, Item 8, Note 12—Related Party Transactions, section SK ecoplant Joint Venture in our 2025 Form 10-K.

The following are the aggregate carrying values of the Korean JV’s assets and liabilities in our condensed consolidated balance sheets, after eliminations of intercompany transactions and balances, as of September 30, 2026, and December 31, 2025 (in thousands):


	September 30,		December 31,
	2026		2025

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


	September 30,		December 31,
	2026		2025

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

Total liabilities	$	44,458			$	40,674

12. Commitments and Contingencies

Commitments

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

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

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

Performance Guarantees—We paid $7.5 million and $21.3 million for the three and nine months ended September 30, 2026, respectively, and $2.4 million and $17.0 million for the three and nine months ended September 30, 2025, respectively, for guarantees that we provide customers on the output performance of our Energy Server systems. For additional information on performance guarantees, see Part II, Item 8, Note 13—Commitments and Contingencies, section Commitments in our 2025 Form 10-K.

Letters of Credit—We have outstanding letters of credit issued to our customers and other counterparties in the U.S. and international locations under different performance and financial obligations. These letters of credit are collateralized through cash deposited in the controlled bank accounts with the issuing banks and are classified as Restricted Cash in our condensed consolidated balance sheets. As of September 30, 2026, and December 31, 2025, the balances of the cash-collateralized letters of credit issued to our customers and other counterparties in the U.S. and international locations were $20.9 million and $26.6 million, respectively.

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

Pledged Funds—In 2019, pursuant to the PPA IIIb repowering of the Energy Server systems, we established a restricted cash fund of $20.0 million, which had been pledged for a seven-year period to secure our operations and maintenance obligations with respect to the totality of our obligations to the financier. These funds will be released to us by the end of 2026 as long as the Energy Server systems continue to perform in compliance with our warranty obligations. As of September 30, 2026, and December 31, 2025, the balance of the restricted cash fund was $0.5 million and $0.9 million, respectively.

Contingencies

Indemnification Agreements—See Part II, Item 8, Note 13—Commitments and Contingencies, section Contingencies in our 2025 Form 10-K. To date, we have not paid any claims or been required to defend any action related to our indemnification obligations with customers and certain other business partners. However, we may record charges in the future as a result of these indemnification obligations.

Investment Tax Credits—See Part II, Item 8, Note 13—Commitments and Contingencies, section Contingencies in our 2025 Form 10-K.

Legal Matters—We are involved in various legal proceedings that arise in the ordinary course of business. We review all legal matters at least quarterly and assess whether an accrual for loss contingencies needs to be recorded. We record an accrual for loss contingencies when management believes that it is both probable that a liability has been incurred and the amount of the loss can be reasonably estimated. Legal matters are subject to uncertainties and are inherently unpredictable, so the actual liability in any such matter may be materially different from our estimates. If an unfavorable resolution were to occur, there exists the possibility of a material adverse impact on our consolidated financial condition, results of operations or cash flows for the period in which the resolution occurs or in future periods.

In February 2022, Plansee SE/Global Tungsten & Powders Corp. (“Plansee/GTP”), a former supplier, filed a request for expedited arbitration with the World Intellectual Property Organization Arbitration and Mediation Center in Geneva Switzerland (“WIPO”), for various claims allegedly in relation to an Intellectual Property and Confidential Disclosure Agreement between Plansee/GTP and Bloom Energy Corporation. Plansee/GTP’s statement of claims includes allegations of infringement of U.S. Patent Nos. 8,802,328, 8,753,785 and 9,434,003. On April 3, 2022, we filed a complaint against Plansee/GTP in the Eastern District of Texas to address the dispute between Plansee/GTP and Bloom Energy Corporation in a proper forum before a U.S. Federal District Court. Our complaint sought the correction of inventorship of U.S. Patent Nos. 8,802,328, 8,753,785 and 9,434,003 (the “Patents-in-Suit”); declaratory judgment of invalidity, unenforceability, and non-infringement of the Patents-in-Suit; and declaratory judgment of no misappropriation. Further, our complaint sought to recover damages in relation to Plansee/GTP’s business dealings that, as alleged, constitute acts of unfair competition, tortious interference contract, breach of contract, violations of the Racketeer Influenced and Corrupt Organizations (RICO) Act and violations of the Clayton Antitrust Act. On June 9, 2022, Plansee/GTP filed a motion to dismiss the complaint filed in the Eastern District of Texas and compel arbitration (or alternatively to stay). On February 9, 2023, Magistrate Judge Payne issued a report and recommendation to stay the district court action pending an arbitrability determination by the arbitrator for each claim. On April 26, 2023, Judge Gilstrap stayed the district court action pending arbitrability determinations by the arbitrator in the WIPO proceeding. On October 2, 2023, the arbitrator in the WIPO proceeding issued a ruling concluding that all the parties’ claims were arbitrable.

On November 18, 2023, the arbitrator bifurcated the arbitration into a first phase focusing on Bloom’s claims directed to improper inventorship of the Patents‑in‑Suit and Bloom’s defective product claims. Briefing on the first phase took place throughout 2024 and the first half of 2025. An evidentiary hearing with witness testimony commenced on July 21, 2025, and continued through August 1, 2025. A partial award was transmitted to the parties on February 12, 2026. The parties currently dispute whether all first phase issues have been resolved. The parties are currently briefing what issues remain to be arbitrated in the matter, but there is no fixed timeline for a determination on that topic. We are unable to predict the ultimate outcome of the arbitration at this time.

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

13. Segment Information

ASC 280, Segment Reporting, (“ASC 280”) establishes standards for companies to report in their financial statement information about operating segments, products, services, geographic areas, and major customers. Based on the criteria

established by ASC 280, our chief operating decision maker (“CODM”) has been identified as the Chief Executive Officer. The CODM reviews consolidated results when making decisions about allocating resources and assessing the performance of the Company as a whole and hence, we have only one reportable segment. We do not distinguish between markets or segments for the purpose of internal reporting.

For discussion of significant segment expenses, other segment items and the Company’s primary measure of segment profitability, refer to Part II, Item 8, Note 14—Segment Information in our 2025 Form 10-K.

For information on the Company’s geographic risk, please refer to Note 1—Nature of Business, Liquidity and Basis of Presentation, section Concentration of Risk in this Quarterly Report on Form 10-Q.

14. Income Taxes

For the three and nine months ended September 30, 2026, we recorded an income tax provision of $0.8 million and $2.7 million on pre-tax income of $249.8 million and $524.3 million for effective tax rates of 0.3% and 0.5%, respectively.

For the three and nine months ended September 30, 2025, we recorded an income tax provision of $0.3 million and $1.8 million on pre-tax losses of $22.6 million and $86.8 million for effective tax rates of (1.5)% and (2.1)%, respectively.

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

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

15. Net Earnings per Share Available to Common Stockholders

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

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

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


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

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

Numerator for diluted earnings per share:


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

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

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

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

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

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


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

	2025	2025

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

16. Subsequent Events

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

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

OPERATIONS

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

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

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

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

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

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

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

Overview

Description of Bloom Energy

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

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

Developments With Respect to Factors Affecting Our Performance

Freight, Logistics and Transportation Costs

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

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

Supply Chain Update

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

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

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

Tariff Updates

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

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

Commodity Pricing Volatility

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

Inflationary Pressures on Parts and Labor

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

Developments with Respect to Installation of our Energy Server Products

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

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

Increasing Opposition to Data Center Development

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

Financing Availability for Data Centers

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

We Also Arrange Financing for Customers

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

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

Sustainability

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

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

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

The Impact Report as well as an ESG policy and resource library can be found on our website at https://www.bloomenergy.com/sustainability. Website references throughout this document are provided for convenience only, and the content on the referenced websites is not incorporated by reference into this report.

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

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

Liquidity and Capital Resources

Overview of Liquidity Position

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

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

Capital Markets Activity

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

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

Revolving Credit Facility

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

Near-Term Liquidity Outlook and Financing Flexibility

The combination of our cash and cash equivalents and cash flow expected to be generated by our operations is expected to be sufficient to meet our anticipated cash flow needs for at least the next 12 months. If these sources of cash are insufficient or not received in a timely manner to meet our near-term or future liquidity needs, we may require additional equity or debt financing to fund our operations, manufacturing capacity, product development, and market expansion initiatives, as well as to respond to competitive pressures or strategic opportunities. We may, from time to time, engage in a variety of financing transactions for such purposes, including factoring our accounts receivable. There were no factoring arrangements during the three and nine months ended September 30, 2026 and 2025. We may not be able to secure timely additional financing on favorable terms, or at all. The terms of any additional financing may limit our financial and operational flexibility. Although we currently do not have any floating-rate notes on our balance sheet, our overall cost of capital may increase if interest rates rise and we refinance our fixed-rate convertible notes. If we raise additional funds through the issuance of equity or equity-linked securities, our existing stockholders could experience dilution in their ownership percentage, and any new securities may have rights, preferences, and privileges senior to those of our common stock.

Future Capital Requirements

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

Project-Related Option Arrangement

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

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

Cash Flow Analysis

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


	Nine Months Ended
	September 30,
	2026		2025

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

Operating Activities

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

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

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

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

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

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

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

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

Investing Activities

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

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

Financing Activities

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

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

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

Purchase and Financing Options

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

Purchase Alternatives

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


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

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

Managed services	1	%		2	%	1	%	3	%

Financing Partners

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

Delivery and Installation

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

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

Performance Guarantees

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

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

International Channel Partners

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

Results of Operations

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

Revenue


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

Total Revenue

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

Product Revenue

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

Installation Revenue

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

Service Revenue

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

Electricity Revenue

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

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

Cost of Revenue


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

Total Cost of Revenue

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

Cost of Product Revenue

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

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

Cost of Installation Revenue

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

Cost of Service Revenue

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

Cost of Electricity Revenue

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

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

Gross Profit (Loss) and Gross Margin


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

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

Total Gross Profit

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

Product Gross Profit

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

Installation Gross (Loss) Profit

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

Service Gross Profit

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

Electricity Gross Profit

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

Operating Expenses


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

Total Operating Expenses

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

Research and Development

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

Sales and Marketing

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

General and Administrative

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

Stock-Based Compensation


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

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

Other Income and Expense


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

Interest Income

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

Interest Expense

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

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

Equity in Loss of Unconsolidated Affiliates

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

Other Income (Expense), Net

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

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

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

Loss on extinguishment of debt

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

Gain (Loss) on Revaluation of Embedded Derivatives

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

Income Tax Provision


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

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

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

Net (Loss) Income Attributable to Noncontrolling Interests


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

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

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

Critical Accounting Policies and Estimates

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

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

•Revenue Recognition;

•Income Taxes; and

•Principles of Consolidation.

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

ITEM 3—QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

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

ITEM 4—CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

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

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

Changes in Internal Control over Financial Reporting

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

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

PART II—OTHER INFORMATION

ITEM 1—LEGAL PROCEEDINGS

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

ITEM 1A—RISK FACTORS

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

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

None.

ITEM 3—DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4—MINE SAFETY DISCLOSURES

Not applicable.

ITEM 5—OTHER INFORMATION

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

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

ITEM 6—EXHIBITS

Incorporated by Reference

Exhibit Number

Description

Form

File No.

Exhibit

Filing Date

3.1

Restated Certificate of Incorporation

Filed herewith

3.2

Amended and Restated Bylaws, as effective August 7, 2024

10-Q

001-38598

3.7

8/8/2024

10.1

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

Filed herewith

31.1

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

Filed herewith

31.2

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

Filed herewith

32.1

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

Furnished herewith

101.INS

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

Filed herewith

101.SCH

Inline XBRL Taxonomy Extension Schema Document

Filed herewith

101.CAL

Inline XBRL Taxonomy Extension Calculation Linkbase Document

Filed herewith

101.DEF

Inline XBRL Taxonomy Extension Definition Linkbase Document

Filed herewith

101.LAB

Inline XBRL Taxonomy Extension Label Linkbase Document

Filed herewith

101.PRE

Inline XBRL Taxonomy Extension Presentation Linkbase Document

Filed herewith

104

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


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

SIGNATURES

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

BLOOM ENERGY CORPORATION

Date:

October 22, 2026

By:

/s/ KR Sridhar

KR Sridhar

Founder, Chief Executive Officer, Chairman and Director

(Principal Executive Officer)

Date:

October 22, 2026

By:

/s/ Simon Edwards

Simon Edwards

Chief Financial Officer

(Principal Financial Officer)

Date:

October 22, 2026

By:

/s/ Maciej Kurzymski

Maciej Kurzymski

Chief Accounting Officer

(Principal Accounting Officer)

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