Bloom Energy Corp (BE) · Amended Report (10-Q/A) SEC Filing

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ________________________________________________________________________ FORM 10-Q/A (Mark One) QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2026 or TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from ____________to ____________ Commission File Number: 001-38598 ________________________________________________________________________ BLOOM ENERGY CORPORATION (Exact name of registrant as specified in its charter) ________________________________________________________________________ Delaware77-0565408 (State or other jurisdiction of incorporation or organization)(I.R.S. Employer Identification No.) 4353 North First Street, San Jose, California 95134 (Address of principal executive offices)(Zip Code) (408) 543-1500 (Registrant s telephone number, including area code) Securities registered pursuant to Section 12(b) of the Act: Title of Each Class Trading Symbol(s) Name of each exchange on which registered Common Stock, $0.0001 par valueBENew York Stock Exchange Page PART I FINANCIAL INFORMATION Item 1 Financial Statements (unaudited) 4 Condensed Consolidated Balance Sheets4 Condensed Consolidated Statements of Operations5 Condensed Consolidated Statements of Comprehensive Income (Loss)6 Condensed Consolidated Statements of Changes in Stockholders Equity7 Condensed Consolidated Statements of Cash Flows9 Notes to Unaudited Condensed Consolidated Financial Statements10 40 Signatures41 3 PART I FINANCIAL INFORMATION ITEM 1 FINANCIAL STATEMENTS Bloom Energy Corporation Condensed Consolidated Balance Sheets (in thousands, except share data) (unaudited) June 30,December 31, 20262025 Assets Current assets: Cash and cash equivalents1 $2,666,859 $2,454,108 Restricted cash 1,050 1,973 Accounts receivable, less allowance for credit losses of $2,998 and $460 as of June 30, 2026 and December 31, 2025, respectively1, 2 458,126 371,796 Contract assets3 365,461 178,928 Inventories1 758,188 643,306 Deferred cost of revenue 67,273 30,651 Customer consideration asset12 90,967 Prepaid expenses and other current assets1, 4 182,138 49,805 Total current assets4,590,062 3,730,567 Property, plant and equipment, net1 443,388 398,507 Investments in unconsolidated affiliates10 28,090 10,037 Operating lease right-of-use assets1 106,475 108,541 Restricted cash20,599 25,499 Contract assets5 62,837 62,258 Deferred cost of revenue7,675 4,099 Customer consideration asset12 215,533 Other long-term assets1, 6 153,742 57,203 Total assets$5,628,401 $4,396,711 Liabilities and stockholders equity Current liabilities: Accounts payable1 $309,929 $203,129 Accrued warranty7 77,797 20,013 Accrued expenses and other current liabilities1, 8 315,919 222,254 Deferred revenue and customer deposits9 327,145 100,975 Operating lease liabilities1 23,094 22,000 Financing obligations62,034 51,308 Recourse debt4,686 Non-recourse debt1 2,583 4,153 Total current liabilities1,123,187 623,832 Deferred revenue and customer deposits117,901 42,840 Operating lease liabilities1 102,730 106,935 Financing obligations144,446 192,460 Recourse debt2,470,704 2,613,726 19,560 13,928 Other long-term liabilities9,202 10,027 Total liabilities$3,987,730 $3,603,748 Commitments and contingencies (Note 12) Stockholders equity: Common stock: 0.0001 par value; 600,000,000 shares authorized, and 293,354,001 shares and 280,045,459 shares issued and outstanding, at June 30, 2026 and December 31, 2025, respectively13 29 28 Additional paid-in capital5,332,587 4,755,965 Accumulated other comprehensive income (loss) 347 (369) Accumulated deficit(3,720,965)(3,986,983) Total stockholders equity attributable to common stockholders1,611,998 768,641 Noncontrolling interest28,673 24,322 Total stockholders equity$1,640,671 $792,963 Total liabilities and stockholders equity$5,628,401 $4,396,711 1 We have a variable interest entity related to a joint venture in the Republic of Korea (see Note 11 Related Party Transactions in this Quarterly Report on Form 10-Q), which represents a portion of the consolidated balances recorded within these financial statement line items. 2 Including amounts from related parties of $76.1 million and $151.9 million as of June 30, 2026, and December 31, 2025, respectively. 3 Including amounts from related parties of $43.9 million and $3.0 million as of June 30, 2026, and December 31, 2025, respectively. 4 There was no related party balance as of June 30, 2026. Including amount from related parties of $1.2 million as of December 31, 2025. 5 Including amounts from related parties of $47.2 million and $48.8 million as of June 30, 2026, and December 31, 2025, respectively. 6 There was no related party balance as of June 30, 2026. Including amount from related parties of $6.0 million as of December 31, 2025. 7 Including amounts from related parties of $8.6 million and $0.8 million as of June 30, 2026, and December 31, 2025, respectively. 8 Including amounts from related parties of $2.5 million and $0.04 million as of June 30, 2026, and December 31, 2025, respectively. 9 Including amounts from related parties of $7.0 million and $6.9 million as of June 30, 2026, and December 31, 2025, respectively. 10 Represent related party investments in Fund JVs (see Note 7 Investments in Unconsolidated Affiliates in this Quarterly Report on Form 10-Q). 11 Represent the excess of unrealized profit from sales to the Fund JVs over the carrying value of the related equity method investments (see Note 7 Investments in Unconsolidated Affiliates in this Quarterly Report on Form 10-Q). 12 Represent related party upfront share based consideration payable to a customer s customer (see Note 3 Revenue Recognition in this Quarterly Report on Form 10-Q). 13 On May 27, 2026, the Company filed with the Delaware Secretary of State a Certificate of Second Amendment to its Restated Certificate of Incorporation which (among other things) renamed its Class A common stock as common stock and eliminated outdated references to Class B common stock. Prior to such amendment, the Company had 470,092,742 shares of Class B common stock authorized, but as of December 31, 2025, no such shares were issued or outstanding. References in this Quarterly Report on Form 10-Q to Class A common stock have been updated to refer to common stock. The accompanying notes are an integral part of these condensed consolidated financial statements. 4 Bloom Energy Corporation Condensed Consolidated Statements of Operations (in thousands, except per share data) (unaudited) Three Months EndedSix Months Ended June 30,June 30, 2026202520262025 Revenue: Product$935,413 $296,611 $1,588,761 $508,480 Installation50,978 37,372 76,909 71,023 Service69,023 54,449 130,902 107,997 Electricity9,951 12,810 19,847 39,763 Total revenue1 1,065,365 401,242 1,816,419 727,263 Cost of revenue: Product593,957 198,746 1,023,189 338,319 Installation52,829 38,224 87,909 71,539 Service56,148 49,408 109,812 102,266 Electricity6,859 7,741 14,393 19,309 Total cost of revenue 709,793 294,119 1,235,303 531,433 Gross profit355,572 107,123 581,116 195,830 Operating expenses: Research and development58,873 40,768 115,722 81,380 Sales and marketing43,045 24,066 81,484 46,331 General and administrative2 71,417 45,792 129,483 90,692 Total operating expenses173,335 110,626 326,689 218,403 Income (loss) from operations182,237 (3,503)254,427 (22,573) Interest income20,881 6,623 41,482 15,176 Interest expense3 (8,906)(14,440)(17,510)(28,851) Equity in earnings (loss) of unconsolidated affiliates4 4,346 (12,656) Other income, net 2,307 2,373 8,504 4,421 Loss on extinguishment of debt (32,340) (32,340) (539)112 215 9 Income (loss) before income taxes 200,326 (41,175)274,462 (64,158) Income tax provision1,470 1,017 1,915 1,448 Net income (loss) 198,856 (42,192)272,547 (65,606) Less: Net income attributable to noncontrolling interest 2,566 427 5,604 827 Net income (loss) attributable to common stockholders $196,290 $(42,619)$266,943 $(66,433) Net earnings (loss) per share available to common stockholders: Basic $0.68 $(0.18)$0.94 $(0.29) Diluted $0.62 $(0.18)$0.85 $(0.29) Weighted average shares used to compute net earnings (loss) per share available to common stockholders: Basic 287,288 232,542 284,518 231,383 Diluted 323,331 232,542 323,649 231,383 1 Including related party revenue of $2.8 million and $376.1 million for the three and six months ended June 30, 2026, respectively, and $27.1 million and $29.9 million for the three and six months ended June 30, 2025, respectively. 2 There were no related party general and administrative expenses for the three and six months ended June 30, 2026. Including related party general and administrative expenses of $0.2 million and $0.4 million for the three and six months ended June 30, 2025, respectively. 3 There were no related party interest expense for the three and six months ended June 30, 2026. Including related party interest expense of $0.1 million and $0.1 million for the three and six months ended June 30, 2025, respectively. 4 Represent related party equity in earnings (loss) of the Fund JVs (see Note 7 Investments in Unconsolidated Affiliates in this Quarterly Report on Form 10-Q). The accompanying notes are an integral part of these condensed consolidated financial statements. 5 Bloom Energy Corporation Condensed Consolidated Statements of Comprehensive Income (Loss) (in thousands) (unaudited) Six Months EndedJune 30,2026202520262025$198,856 $(42,192)$272,547 $(65,606)(3,052)2,702 (560)3,064 (3,052)2,702 (560)3,064 195,804 (39,490)271,987 (62,542)2,134 1,665 4,351 2,104 $193,670 $(41,155)$267,636 $(64,646) Common StockAdditional Paid-In CapitalAccumulated Other Comprehensive Income (Loss) Accumulated DeficitTotal Equity Attributable to Common StockholdersNoncontrolling InterestTotal Stockholders Equity SharesAmount Balances at March 31, 2026 284,207,963 $28 $4,835,729 $2,967 $(3,917,255)$921,469 $26,539 $948,008 Issuance of restricted stock awards873,862 418,013 7,324 7,324 7,324 Stock-based compensation 51,554 51,554 51,554 5,699,932 1 126,468 126,469 126,469 Share-based consideration payable to customer s customer (Note 3) 311,512 311,512 311,512 Issuance of common stock upon warrant exercise, including incremental shares (cashless) (Note 3) 2,154,231 Foreign currency translation adjustment (2,620) (2,620)(432)(3,052) Net income 196,290 196,290 2,566 198,856 Balances at June 30, 2026 293,354,001 $29 $5,332,587 $347 $(3,720,965)$1,611,998 $28,673 $1,640,671 Three Months Ended June 30, 2025 Common StockAdditional Paid-In CapitalAccumulated Other Comprehensive LossAccumulated DeficitTotal Equity Attributable to Common StockholdersNoncontrolling InterestTotal Stockholders Equity SharesAmount Balances at March 31, 2025 231,969,446 $23 $4,502,881 $(2,270)$(3,922,363)$578,271 $23,184 $601,455 Issuance of restricted stock awards1,679,509 Exercise of stock options12,213 30 30 30 Stock-based compensation 29,188 29,188 29,188 Premium on convertible debt 28,247 28,247 28,247 Foreign currency translation adjustment 1,464 1,464 1,238 2,702 Net (loss) income (42,619)(42,619)427 (42,192) Balances at June 30, 2025 233,661,168 $23 $4,560,346 $(806)$(3,964,982)$594,581 $24,849 $619,430 7 Six Months Ended June 30, 2026 Common StockAdditional Paid-In CapitalAccumulated Other Comprehensive Income (Loss) Accumulated DeficitTotal Equity Attributable to Common StockholdersNoncontrolling InterestTotal Stockholders Equity SharesAmount Balances at December 31, 2025 280,045,459 $28 $4,755,965 $(369)$(3,986,983)$768,641 $24,322 $792,963 Issuance of restricted stock awards3,032,439 ESPP purchase644,651 8,073 8,073 8,073 Exercise of stock options800,297 15,086 15,086 15,086 Stock-based compensation 100,410 100,410 100,410 Accrued dividend (994)(994) (994) Legal reserve 92 92 92 Conversions of the Green Notes (Note 8) 6,676,924 1 144,631 144,632 144,632 Share-based consideration payable to customer s customer (Note 3) 308,422 308,422 308,422 Issuance of common stock upon warrant exercise, including incremental shares (cashless) (Note 3) 2,154,231 Foreign currency translation adjustment 716 (23)693 (1,253)(560) Net income 266,943 266,943 5,604 272,547 Balances at June 30, 2026 293,354,001 $29 $5,332,587 $347 $(3,720,965)$1,611,998 $28,673 $1,640,671 Six Months Ended June 30, 2025 Common StockAdditional Paid-In CapitalAccumulated Other Comprehensive LossAccumulated DeficitTotal Equity Attributable to Common StockholdersNoncontrolling InterestTotal Stockholders Equity SharesAmount Balances at December 31, 2024 229,142,474 $23 $4,462,659 $(2,593)$(3,897,618)$562,471 $22,745 $585,216 Issuance of restricted stock awards3,723,916 ESPP purchase630,607 6,417 6,417 6,417 Exercise of stock options164,171 1,264 1,264 1,264 Stock-based compensation 61,759 61,759 61,759 Accrued dividend (1,024)(1,024) (1,024) Legal reserve 93 93 93 Premium on convertible debt 28,247 28,247 28,247 Foreign currency translation adjustment 1,787 1,787 1,277 3,064 Net (loss) income (66,433)(66,433)827 (65,606) Balances at June 30, 2025 233,661,168 $23 $4,560,346 $(806)$(3,964,982)$594,581 $24,849 $619,430 The accompanying notes are an integral part of these condensed consolidated financial statements. 8 Bloom Energy Corporation Condensed Consolidated Statements of Cash Flows (in thousands) (unaudited) Six Months Ended20262025$272,547 $(65,606) 27,025 24,582 16,026 16,452 12,656 100,432 59,338 6,798 3,723 32,340 (13,527)(827)1,922 3,080 2,474 (4,795)87 45 (89,590)(129,904)(187,654)15,364 (115,057)(142,600)(40,046)30,099 (132,333)6,134 (96,640)826 (17,071)(16,754)255 982 100,422 52,790 57,784 (4,566)89,391 (22,586)301,232 (178,807)(171)(23)300,042 (323,793)(77,823)(21,504)127 76 (22,796) (100,492)(21,428)(787)(3,348)(1,347) 4 (11,816)(5,465)23,159 7,681 (925)(947)(5)150 8,283 (1,929)(905)2,226 206,928 (344,924)2,481,580 950,971 $2,688,508 $606,047 $10,676 $26,660 17,071 16,585 225 169 2,192 775 $10,773 $4,285 26,190 7,792 3,711 241 956 1,438 144,632 28,247 112,769 115,725 December 31, 20262025 Accounts receivable$458,126 $371,796 Contract assets428,298 241,186 Customer deposits360,568 78,207 Deferred revenue84,478 65,608 Accounts receivable and contract assets increased by $86.3 million and $187.1 million, respectively, for the six months ended June 30, 2026, primarily due to the timing of billing milestones. The increase in customer deposits of $282.4 million for the six months ended June 30, 2026, was primarily driven by receipt of new deposits associated with recently executed customer agreements and milestone payments on ongoing projects, partially offset by certain deposits becoming non-refundable. For additional information on contract assets and liabilities, see Part II, Item 8, Note 3 Revenue Recognition, section Contract Balances in our 2025 Form 10-K. 13 Contract Assets Three Months EndedSix Months Ended June 30,June 30, 2026202520262025 Beginning balance$305,876 $143,619 $241,186 $145,162 Transferred to accounts receivable from contract assets recognized at the beginning of the period (92,071)(63,017)(90,403)(85,069) Revenue recognized and not billed as of the end of the period214,493 49,196 277,515 69,705 $428,298 $129,798 $428,298 $129,798 Deferred Revenue Deferred revenue activity during the three and six months ended June 30, 2026 and 2025, consisted of the following (in thousands): Three Months EndedSix Months Ended June 30,June 30, 2026202520262025 Beginning balance$82,254 $59,008 $65,608 $66,304 Additions672,440 321,035 1,300,441 530,920 Revenue recognized(670,216)(323,871)(1,281,571)(541,052) Ending balance$84,478 $56,172 $84,478 $56,172 For additional information on deferred revenue, see Part II, Item 8, Note 3 Revenue Recognition, section Deferred Revenue in our 2025 Form 10-K. As of June 30, 2026, and December 31, 2025, we have unsatisfied performance obligations of $442.4 million and $394.4 million, respectively, primarily related to product sales and installation services. We expect to recognize the associated revenue within the next 1 to 2 years, consistent with customers project deployment schedules. In addition, as of June 30, 2026, and December 31, 2025, we had unsatisfied performance obligations of $51.7 million and $25.0 million, respectively, related mainly to deferred service contracts which we expect to recognize over the remaining contractual terms ranging from 1 to 25 years. We do not disclose the value of the unsatisfied performance obligations for (i) contracts with an original expected length of one year or less and (ii) contracts for which we recognize revenue at the amount to which we have the right to invoice for services performed. Disaggregated Revenue We disaggregate revenue from contracts with customers into four revenue categories: product, installation, service and 14 electricity (in thousands): Three Months EndedSix Months Ended June 30,June 30, 2026202520262025 Revenue from contracts with customers: Product revenue$935,413 $296,611 $1,588,761 $508,480 Installation revenue50,978 37,372 76,909 71,023 Service revenue 69,023 54,449 130,902 107,997 Electricity revenue5,332 7,824 10,575 28,018 Total revenue from contract with customers1,060,746 396,256 1,807,147 715,518 Revenue from contracts that contain leases: Electricity revenue4,619 4,986 9,272 11,745 Total revenue$1,065,365 $401,242 $1,816,419 $727,263 Commitment to Issue Share-Based Consideration Payable to Customer s Customer On October 28, 2025, in connection with the partnership between the Company and Oracle Corporation ( Oracle ) to provide on-site solid state power for AI data centers, subject to the negotiation of a warrant mutually acceptable to the Company and Oracle, we agreed to issue to Oracle a warrant (the Warrant ) to purchase up to an aggregate of 3,531,073 shares of common stock, with an exercise price of $113.28 per share, which was the closing market price on October 28, 2025. For additional details on the Warrant, see Part II, Item 8, Note 3 Revenue Recognition, section Commitment to Issue Share-Based Consideration Payable to Customer s Customer in our 2025 Form 10-K. On April 9, 2026 (the Grant Date ), the Warrant was issued. The Warrant was fully vested upon issuance, immediately exercisable in whole or in part, at any time during the six months from the Grant Date and was classified as equity. Consistent with ASC 606 and ASC 718, Compensation Stock Compensation ( ASC 718 ), as clarified by ASU 2024-04, Debt Debt with Conversion and Other Options (Subtopic 470-20): Induced Conversions of Convertible Debt Instruments, we remeasured the fair value of the Warrant as of the Grant Date. The fair value of the Warrant was determined using a Black-Scholes option pricing model in accordance with ASC 718 s fair value measurement framework. The following weighted-average assumptions were used to estimate the fair value of the Warrant on April 9, 2026, and the commitment to issue the Warrant on December 31, 2025: December 31,20253.7%3.6%0.50.5 115.0%96.2%December 31, 20262025 As Held: Cash$469,707 $94,997 Money market funds2,218,801 2,386,583 $2,688,508 $2,481,580 As Reported: Cash and cash equivalents$2,666,859 $2,454,108 Restricted cash21,649 27,472 $2,688,508 $2,481,580 5. Fair Value Our accounting policy for the fair value measurement of cash equivalents and embedded Escalation Protection Plan ( EPP ) derivatives is described in Part II, Item 8, Note 2 Summary of Significant Accounting Policies in our 2025 Form 10-K. 16 Financial Assets and Liabilities Measured at Fair Value on a Recurring Basis The tables below set forth, by level, our financial assets and liabilities that are accounted for at fair value for the respective periods. The table does not include assets and liabilities that are measured at historical cost or any basis other than fair value (in thousands): Fair Value Measured at Reporting Date Using June 30, 2026Level 1Level 2Level 3Total Assets Cash equivalents: Money market funds$2,218,801 $ $ $2,218,801 Liabilities Derivatives: Embedded EPP derivatives$ $ $4,899 $4,899 Fair Value Measured at Reporting Date Using December 31, 2025Level 1Level 2Level 3Total Assets Cash equivalents: Money market funds$2,386,583 $ $ $2,386,583 Liabilities Derivatives: Embedded EPP derivatives$ $ $5,607 $5,607 The changes in the Level 3 financial liabilities during the six month ended June 30, 2026, were as follows (in thousands):5,607 4,899 June 30, 2026December 31, 2025 Net Carrying ValueFair ValueNet Carrying ValueFair Value Debt instruments Recourse: 0% Convertible Senior Notes due November 20301 $2,447,915 $4,622,764 $2,442,091 $2,140,536 3.0% Green Convertible Senior Notes due June 20291 26,697 355,528 73,473 313,740 3.0% Green Convertible Senior Notes due June 20281 778 10,524 98,162 456,764 Non-recourse: 4.6% Term Loan due October 2026 2,583 2,888 2,769 3,009 4.6% Term Loan due April 2026 $ $ $1,384 $1,550 1 The increase in fair value primarily reflects the rise in the Company s stock price. 6. Balance Sheet Components Inventories The components of inventory consisted of the following (in thousands): June 30,December 31, 20262025 Raw materials$451,117 $351,757 Work-in-progress83,031 125,036 Finished goods224,040 166,513 $758,188 $643,306 The inventory reserves were $32.5 million and $39.3 million as of June 30, 2026, and December 31, 2025, respectively. 18 Prepaid Expenses and Other Current Assets Prepaid expenses and other current assets consisted of the following (in thousands): June 30,December 31, 20262025 Project-related equity investment1 $50,000 $ Tariff refund receivable2 32,389 Vendor advances3 32,109 750 Receivables from employees4 22,411 2,507 Tax receivables7,639 4,509 Prepaid hardware and software maintenance6,816 6,327 Interest receivable5,919 6,029 Prepaid deferred commissions3,789 3,049 Prepaid managed services3,510 4,705 Prepaid rent1,840 60 Prepaid corporate insurance1,666 5,182 Deferred expenses819 1,559 Prepaid medical insurance532 232 Deposits made336 376 Prepaid workers compensation221 796 Other prepaid expenses and other current assets12,142 13,724 $182,138 $49,805 1 Represents consideration paid to acquire an option to purchase a 100% ownership interest in the shares of an unaffiliated third-party entity associated with a customer project arrangement. The investment is accounted for under ASC 321, Investments in Equity Securities. We expect to transfer or otherwise realize the asset within the next three months through related assignment or reimbursement arrangements and we do not expect to retain an equity or other long-term ownership interest in the underlying project or project entity. 2 As of June 30, 2026, we had identified approximately $37.4 million of recoverable import tariffs previously paid under the International Emergency Economic Powers Act ( IEEPA ), all of which had been recognized in Cost of product revenue. Approximately $5.0 million of such amounts had been refunded as of June 30, 2026. Bloom concluded that recovery of the remaining $32.4 million was probable and reasonably estimable and, accordingly, recognized a tariff refund receivable for that amount. The receivable is limited to tariff costs previously recognized in earnings and reflects management s assessment of recoverable amounts based on the status of claims and other information available as of the reporting date. Our estimate of recoverable amounts is based on currently available information, including the status of claims and applicable refund procedures. The ultimate amount and timing of recoveries may differ from the amounts recorded due to uncertainties in the refund process and potential legal or administrative developments. 3 Vendor advances increased primarily due to advance payments made to certain suppliers under commercial arrangements related to future purchases of goods and services. 4 Receivables from employees increased primarily due to higher commission advances associated with increased sales bookings. 19 Property, Plant and Equipment, Net Property, plant and equipment, net consisted of the following (in thousands): June 30,December 31, 20262025 Vehicles, machinery and equipment$222,483 $203,731 Energy Server systems143,843 165,629 Construction-in-progress140,360 83,067 Leasehold improvements132,818 129,665 Buildings53,751 53,156 Computers, software and hardware36,301 34,761 Furniture and fixtures11,225 11,090 740,781 681,099 Less: accumulated depreciation(297,393)(282,592) $443,388 $398,507 Depreciation expense related to property, plant and equipment was $13.7 million and $27.0 million for the three and six months ended June 30, 2026, respectively. Depreciation expense related to property, plant and equipment was $12.6 million and $24.6 million for the three and six months ended June 30, 2025, respectively. Other Long-Term Assets Other long-term assets consisted of the following (in thousands): June 30,December 31, 20262025 Vendor advances1 $111,374 $17,374 22,122 19,109 Deferred expenses7,769 8,111 Deferred financing costs3,310 3,412 Deposits made2,373 3,001 Deferred tax asset1,872 1,780 Long-term lease receivable1,845 2,193 Prepaid managed services1,315 1,316 Prepaid and other long-term assets1,762 907 $153,742 $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. 20 Accrued Warranty and Product Performance Liabilities Accrued warranty and product performance liabilities consisted of the following (in thousands): June 30,December 31, 20262025 Product performance$16,790 $16,791 Product warranty1 61,007 3,222 $77,797 $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 71,630 Product performance expenditures during the period(13,846) Balances at June 30, 2026 $77,797 1 Includes a specific warranty reserve of $58.3 million, which is accounted for as an assurance-type warranty and recognized within cost of product revenue. Accrued Expenses and Other Current Liabilities Accrued expenses and other current liabilities consisted of the following (in thousands): June 30,December 31, 20262025 General invoice and purchase order accruals$169,290 $76,909 Compensation and benefits75,920 97,571 28,315 14,278 Sales-related liabilities18,005 12,031 Sales tax liabilities6,774 10,054 Accrued legal expenses4,842 2,599 Interim VAT liability2,087 281 Provision for income tax2,050 2,115 Unfunded investment commitment (Note 11) 1,438 Accrued consulting expenses1,430 1,475 Finance lease liability1,351 1,370 Deferred profit in transactions with unconsolidated affiliates 1,022 Accrued restructuring costs889 482 Current portion of derivative liabilities846 1,353 Interest payable729 913 Other931 823 $315,919 $222,254 Preferred Stock As of June 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 June 30, 2026, and December 31, 2025. 21 7. Investments in Unconsolidated Affiliates The Company and Brookfield Asset Management ( Brookfield ) have entered into joint venture structures which are housed in an AI Infrastructure Fund created by Brookfield (the AI Fund ). For details, see Part II, Item 8, Note 7 Investments in Unconsolidated Affiliates in our 2025 Form 10-K. We account for each investment in both the AI Fund JVs and JVs outside the AI Fund (the Other JVs ) (collectively, the Fund JVs ) as an investment under the equity method of accounting in accordance with ASC 323. The AI Fund and Brookfield hold the remaining ownership interests and serve as the primary beneficiaries; accordingly, both the AI Fund JVs and the Other JVs are not consolidated by us. As of June 30, 2026, and December 31, 2025, we hold equity interests in the following Fund JVs: June 30,December 31, 20262025 AI Fund JVs Bolt US Class A JVCo LLC9.9%9.9% Bolt US JVCo LLC9.9%9.9% Other JVs ORC HoldCo LLC15.0%15.0% Our maximum exposure to loss from the involvement with the Fund JVs as of June 30, 2026 is $68.8 million. This amount consists of: (i) the carrying amount of our equity investments, totaling $28.1 million, (ii) remaining unfunded capital commitments of $20.2 million, and (iii) deferred profit related to sales to the Fund JVs of $20.6 million. Our total capital commitment to the Fund JVs as of June 30, 2026 is $77.3 million. For details related to our maximum exposure to loss from the involvement with the Fund JVs and our capital commitments, see Part II, Item 8, Note 7 Investments in Unconsolidated Affiliates in our 2025 Form 10-K. Our share of income or loss from each Fund JV for the period represents the change in our calculated liquidation claim from the beginning to the end of the reporting period, adjusted for capital contributions and distributions made during the period. The resulting equity method income or loss is presented as a single line item, Equity in earnings (loss) of unconsolidated affiliates, in our condensed consolidated statements of operations. We record our share of profit from sales of our products to the Fund JVs as a reduction of equity in earnings (loss) of unconsolidated affiliates. This share of profit reduces the carrying amount of our investments in unconsolidated affiliates. To the extent the cumulative reduction of equity in earnings (loss) of unconsolidated affiliates exceed the investment s carrying amount, the excess is presented as either Deferred profit in transactions with unconsolidated affiliates, or Accrued expenses and other current liabilities, based on the expected timing of realization. The deferred profit reverses (increasing equity in earnings (loss) of unconsolidated affiliates and restoring the investment balance) as profit is realized over the remaining useful life through depreciation of the underlying assets. As of June 30, 2026, and December 31, 2025, the deferred profit balances were $20.6 million and $13.9 million, of which $19.6 million and $13.9 million were classified as a noncurrent liability, respectively. During the six months ended June 30, 2026, we recognized $12.7 million of equity method losses from unconsolidated affiliates. Of this amount, $14.0 million related to the elimination of intra entity profit on asset sales in accordance with ASC 323, which will be recognized over the useful lives of the underlying assets as they are depreciated, and $1.3 million related to the allocation of losses from the Fund JVs under the HLBV method. Changes in the investment balance for the six months ended June 30, 2026, were as follows (in thousands): Balances at December 31, 2025 $10,037 Current period investment in unconsolidated affiliates 24,234 Equity in loss of unconsolidated affiliates (12,656) Cash distributions received (140) Deferred profit in transactions with unconsolidated affiliates5,632 Accrued expenses and other current liabilities 983 Balances at June 30, 2026 $28,090 Unpaid Principal BalanceNet Carrying ValueMaturity DatesEntity CurrentLong- TermTotal $2,500,000 $ $2,447,915 $2,447,915 November 2030Company 3.0% Green Convertible Senior Notes due June 2029 26,971 3,908 22,789 26,697 June 2029Company 3.0% Green Convertible Senior Notes due June 2028 787 778 778 June 2028Company Total recourse debt2,527,758 4,686 2,470,704 2,475,390 2,583 2,583 2,583 October 2026Korean JV 2,583 2,583 2,583 $2,530,341 $7,269 $2,470,704 $2,477,973 Unpaid Principal BalanceNet Carrying ValueInterest RateMaturity DatesEntity CurrentLong- TermTotal 0% Convertible Senior Notes due November 2030 $2,500,000 $ $2,442,091 $2,442,091 0.0%November 2030Company 3.0% Green Convertible Senior Notes due June 2029 75,125 73,473 73,473 3.0%June 2029Company 3.0% Green Convertible Senior Notes due June 2028 99,655 98,162 98,162 3.0%June 2028Company Total recourse debt2,674,780 2,613,726 2,613,726 4.6% Term Loan due October 2026 2,769 2,769 2,769 4.6%October 2026Korean JV 4.6% Term Loan due April 2026 1,384 1,384 1,384 4.6%April 2026Korean JV Total non-recourse debt4,153 4,153 4,153 Total debt$2,678,933 $4,153 $2,613,726 $2,617,879 Recourse debt refers to debt that we have an obligation to pay. Non-recourse debt refers to debt that is recourse to only our subsidiary, Bloom SK Fuel Cell, LLC, a joint venture in the Republic of Korea with SK ecoplant (the Korean JV ). The differences between the unpaid principal balances and the net carrying values reflect unamortized deferred financing costs, including the initial purchasers discounts, where applicable, and premiums or discounts associated with our debt, if any. We and all of our subsidiaries were in compliance with all financial covenants as of June 30, 2026, and December 31, 2025. 23 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 ) 3.0% Green Convertible Senior Notes due June 2028 ( the 3.0% Green Notes due June 2028 ) Issuance date/Indenture date1 November 4, 2025 May 29, 2024 May 16, 2023 $2,500.0 million $402.5 million $632.5 million Initial purchasers discount2 $50.0 million $12.1 million $15.8 million Other issuance costs2 $9.9 million $0.7 million $3.9 million Net proceeds received $2,440.1 million $389.7 million $612.8 million Due date3 November 15, 2030 June 1, 2029 June 1, 2028 Greenshoe option4 $300.0 million $52.5 million $82.5 million Senior, unsecured obligations Yes Yes Yes Interest rate and payment schedule Do not bear regular interest and will not accrete in principal amount over time 3.0% per annum, payable semi-annually in arrears on June 1 and December 1 of each year, beginning on December 1, 2024 3.0% per annum, payable semi-annually in arrears on June 1 and December 1 of each year, beginning on December 1, 2023 Redemption date5 November 20, 2028 June 7, 2027 June 5, 2026 Conversion date6 August 15, 20307 March 1, 20297 March 1, 20287 Conversion trigger quarter-end date6 March 31, 20268 September 30, 20248 September 30, 20238 Initial conversion rate, shares of common stock per $1,000 principal amount of notes9 5.1290 47.9795 53.0427 Initial conversion price, per share of common stock9 $194.97 $20.84 $18.85 Incremental shares under Make-Whole Fundamental Change10, shares of common stock per $1,000 principal amount9 2.6926 15.5932 22.5430 The maximum number of shares into which the notes could have been potentially converted if the conversion features were triggered: as of June 30, 2026 19,554,000 1,714,619 59,486 as of December 31, 2025 19,554,000 4,775,899 7,532,493 Effective interest rate 0.5% 1.1% 4.2% Customary provisions relating to the occurrence of Events of Default See footnote 11 See footnote 11 See footnote 11 Classification of net carrying value in condensed consolidated balance sheets. as of June 30, 2026 Long-term liability Short- and Long-term liabilityShort-term liability as of December 31, 2025 Long-term liability Long-term liability Long-term liability 1 Issued pursuant to, and are governed by, an indenture, between us and U.S. Bank Trust Company, National Association, as Trustee, in private placements to qualified institutional buyers pursuant to Rule 144A of the Securities Act of 1933, as amended. 2 The notes initial purchasers discount and other issuance costs (collectively, the Transaction Costs ) were recorded as debt issuance costs and presented a reduction to the notes on our condensed consolidated balance sheets and are amortized to interest expense at an effective interest rate. 3 Unless earlier repurchased, redeemed or converted. 4 Pursuant to the purchase agreement among us and the representatives of the initial purchasers, we granted the initial purchasers an option to purchase an additional aggregate principal amount of the notes. Notes included specified aggregate principal amount pursuant to the full exercise by the initial purchasers of the Greenshoe option. 5 We may not redeem the notes prior to the specified redemption date, subject to a partial redemption limitation. We may elect to redeem, at face value, all or any portion of the notes at any time, and from time to time, on or after the specified redemption date, and on or before the twenty-first (for the 0% Notes and the 24 3.0% Green Notes due June 2029), or the forty-sixth (for the 3.0% Green Notes due June 2028) 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 and the 3.0% Green Notes due June 2028, collectively referred to as the Green Notes ) in which the trading price per $1,000 principal amount of the notes, as determined following a request by a holder of the notes, for each day of that period is less than 98% of the product of the closing price of our common stock and the then applicable conversion rate. From and after the specified conversion date, the noteholders may convert their notes at any time at their election until the close of business on the second scheduled trading day immediately before the maturity date. Should the noteholders elect to convert their notes, we may elect to settle the conversion by paying or delivering, as applicable, cash, shares of our common stock, $0.0001 par value per share, or a combination thereof, at our election. Please refer to Part II, Item 8, Note 8 Outstanding Loans and Security Agreements, section Induced Conversions of the Existing Notes in our 2025 Form 10-K for details of the conversion of the 3.0% Green Notes due June 2029 and the 3.0% Green Notes due June 2028 in the fourth quarter of the fiscal year 2025. 8 The Closing Price Condition for the 3.0% Green Notes due June 2029 and the 3.0% Green Notes due June 2028 was met during the three months ended March 31, 2026, and accordingly, such noteholders could convert their notes during the quarter ended June 30, 2026 (see section Conversions of the Green Notes below). The Closing Price Condition for the 0% Notes was not met during the three months ended March 31, 2026, and accordingly, such noteholders could not convert their notes during the quarter ended June 30, 2026. 9 The conversion rate and conversion price are subject to customary adjustments upon the occurrence of certain events. Also, we may increase the conversion rate at any time if our Board of Directors determines it is in the best interests of the Company or to avoid or diminish income tax to holders of common stock. In addition, if certain corporate events that constitute a Make-Whole Fundamental Change, occur, then the conversion rate applicable to the conversion of the notes will, in certain circumstances, increase by up to the specified incremental shares of common stock per $1,000 principal amount of notes for a specified period of time. 10 Make-Whole Fundamental Change means (i) a Fundamental Change, that includes certain change-of-control events relating to us, certain business combination transactions involving us and certain delisting events with respect to our common stock, or (ii) the sending of a redemption notice with respect to the notes. 11 The notes contain certain customary provisions relating to the occurrence of Events of Default, as defined in the underlying indentures. If an Event of Default involving bankruptcy, insolvency or reorganization events with respect to us occurs, then the principal amount of, and all accrued and unpaid interest (regular interest, where applicable, special interest or additional interest, if any) on all of the notes then outstanding will immediately become due and payable without any further action or notice by any person. However, notwithstanding the foregoing, we may elect, at our option, that the sole remedy for an Event of Default relating to certain failures by us to comply with certain reporting covenants in the underlying indentures consists exclusively of the right of the noteholders to receive special interest for up to 360 days (on the 0% Notes) or up to 180 days (on the Green Notes) at a specified rate per annum not exceeding 0.5% on the principal amount of the notes. The total interest expense recognized related to our notes for the three and six months ended June 30, 2026 and 2025, comprised of contractual interest expense and amortization of debt issuance costs, was as follows (in thousands): Three Months EndedSix Months Ended June 30,June 30, 2026202520262025 Contractual interest expense 0% Convertible Senior Notes due November 2030 $ $ $ $ 3.0% Green Convertible Senior Notes due June 2029 542 3,481 1,105 6,500 3.0% Green Convertible Senior Notes due June 2028 738 4,744 1,159 9,488 2.5% Green Convertible Senior Notes due August 2025 351 1,069 $1,280 $8,576 $2,264 $17,057 25 Three Months EndedSix Months Ended June 30,June 30, 2026202520262025 Amortization of the initial purchasers discount and other issuance costs 0% Convertible Senior Notes due November 2030 $2,976 $ $5,953 $ 3.0% Green Convertible Senior Notes due June 2029 111 765 232 1,399 3.0% Green Convertible Senior Notes due June 2028 100 979 244 1,958 2.5% Green Convertible Senior Notes due August 2025 120 366 $3,187 $1,864 $6,429 $3,723 Total interest expense related to our notes 0% Convertible Senior Notes due November 2030 $2,976 $ $5,953 $ 3.0% Green Convertible Senior Notes due June 2029 653 4,246 1,337 7,899 3.0% Green Convertible Senior Notes due June 2028 838 5,723 1,403 11,446 2.5% Green Convertible Senior Notes due August 2025 471 1,435 $4,467 $10,440 $8,693 $20,780 To date, there have been no events necessitating the recognition of special interest expense related to our notes. The amount of unamortized debt issuance costs of our notes as of June 30, 2026, and December 31, 2025, was as follows (in thousands): June 30,December 31, 20262025 Unamortized debt issuance costs 0% Convertible Senior Notes due November 2030 $52,085 $57,909 3.0% Green Convertible Senior Notes due June 2029 274 1,652 3.0% Green Convertible Senior Notes due June 2028 10 1,493 $52,369 $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. Conversions of the Green Notes During the six months ended June 30, 2026, the Green Notes became eligible for conversion after the satisfaction of the Closing Price Condition specified in the underlying indentures for such notes. During the six months ended June 30, 2026, holders elected to convert approximately $147.0 million aggregate principal amount of the Green Notes. Under the conversion provisions of the respective indentures for the Green Notes, and consistent with our obligation to settle conversions in cash, shares of common stock, or a combination thereof, we issued 6,676,924 shares of common stock during the period. As of June 30, 2026, an additional 877,687 shares of common stock related to converted Green Notes had not yet been issued and remained unsettled. Following the conversions, the outstanding carrying value of the 3.0% Green Notes due June 2028 and 3.0% Green Notes due June 2029 decreased by $97.6 million and $47.0 million, respectively. As a result, we recognized $144.6 million in Additional paid-in capital in our condensed consolidated balance sheets. The impact on other line items within our condensed 26 consolidated balance sheets and our condensed consolidated statements of operations was not material. No gain or loss was recognized in connection with the conversions. We will continue to assess conversion eligibility each fiscal quarter in accordance with the conditions described in the Indentures governing the Green Notes. Redemption of the 3.0% Green Notes due June 2028 On June 9, 2026, we issued a notice of redemption (the Redemption Notice ) for all the remaining outstanding 3.0% Green Notes due June 2028 pursuant to the indenture dated May 16, 2023 governing such notes (the Indenture ). The redemption date was scheduled for July 10, 2026 (the Redemption Date ). In accordance with the terms of the Indenture, holders had the right to convert their notes at any time from the date of the Redemption Notice until the close of business on the business day immediately preceding the Redemption Date. Any notes not converted would be redeemed for cash at a price equal to 100% of the principal amount, plus accrued and unpaid interest, if any, to, but excluding, the Redemption Date. Revolving Credit Facility On December 19, 2025, we entered into a senior secured multicurrency Revolving Credit Facility in an aggregate available amount of $600.0 million, including a letter of credit sub-facility of up to $90.0 million (the Revolving Credit Facility ). For details, see Part II, Item 8, Note 8 Outstanding Loans and Security Agreements, section Revolving Credit Facility in our 2025 Form 10-K. As of June 30, 2026, and December 31, 2025, no amounts were drawn under the facility. As of June 30, 2026, $90.0 million of standby letters of credit had been issued under the facility, reducing available borrowings to $510.0 million. The total interest expense recognized related to the Revolving Credit Facility for the three and six months ended June 30, 2026 and 2025, represented by deferred financing costs amortization, was as follows (in thousands): Three Months EndedSix Months Ended June 30,June 30, 2026202520262025 Amortization of deferred financing costs $184 $ $367 $ The amount of unamortized deferred financing costs of the Revolving Credit Facility as of June 30, 2026, and December 31, 2025, was as follows (in thousands): June 30,December 31, 20262025 Unamortized deferred financing costs $3,310 $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 leverage ratios, and Bloom was in compliance with all covenants as of June 30, 2026, and December 31, 2025. Proceeds of borrowings under the Revolving Credit Facility may be used for working capital, capital expenditures, permitted acquisitions, and other general corporate purposes. We have not triggered any springing maturity provisions under the Revolving Credit Facility as of the date of the issuance of this Quarterly Report on Form 10-Q. The facility provides enhanced liquidity for general corporate purposes, including strategic initiatives. Non-recourse Debt Facilities For discussion of our non-recourse debt, refer to Part II, Item 8, Note 8 Outstanding Loans and Security Agreements, section Non-recourse Debt Facilities in our 2025 Form 10-K. 27 On April 11, 2026, the non-recourse 4.6% Term Loan due April 2026 of the Korean JV with an outstanding principal balance of $1.3 million was repaid. The repayment did not result in any gain or loss. Repayment Schedule and Interest Expense The following table presents details of our outstanding loan principal repayment schedule as of June 30, 2026 (in thousands): Remainder of 2026$7,370 2027 2028 202922,971 20302,500,000 2031 Thereafter $2,530,341 For the three and six months ended June 30, 2026, interest expense of $8.9 million and $17.5 million, respectively, including total interest expense related to our debt of $4.6 million and $8.8 million, respectively, was recorded in Interest expense on our condensed consolidated statements of operations. For the three and six months ended June 30, 2025, interest expense of $14.4 million and $28.9 million, respectively, including total interest expense related to our debt of $10.5 million and $20.9 million, respectively, was recorded in Interest expense on our condensed consolidated statements of operations. 9. Leases Facilities, Energy Server Systems, and Vehicles For the three and six months ended June 30, 2026, rent expenses for all occupied facilities were $4.4 million and $9.8 million, respectively. For the three and six months ended June 30, 2025, rent expenses for all occupied facilities were $5.3 million and $10.5 million, respectively. Operating and financing lease right-of-use assets and lease liabilities as of June 30, 2026, and December 31, 2025, were as follows (in thousands): June 30,December 31, 20262025 Operating Leases: Operating lease right-of-use assets, net 1, 2 $106,475 $108,541 Current operating lease liabilities(23,094)(22,000) Non-current operating lease liabilities(102,730)(106,935) Total operating lease liabilities(125,824)(128,935) Finance Leases: Finance lease right-of-use assets, net 2, 3, 4 4,432 4,932 Current finance lease liabilities5 (1,351)(1,370) Non-current finance lease liabilities6 (3,395)(3,848) Total finance lease liabilities(4,746)(5,218) Total lease liabilities$(130,570)$(134,153) 28 1 These assets primarily include leases for facilities, Energy Server systems, and vehicles. 2 Net of accumulated amortization. 3 These assets primarily include leases for vehicles. 4 Included in property, plant and equipment, net in the condensed consolidated balance sheets. 5 Included in accrued expenses and other current liabilities in the condensed consolidated balance sheets. 6 Included in other long-term liabilities in the condensed consolidated balance sheets. The components of our lease costs for the three and six months ended June 30, 2026 and 2025, were as follows (in thousands): Three Months EndedSix Months Ended June 30,June 30, 2026202520262025 Operating lease costs$8,223 $8,019 $16,332 $15,923 Financing lease costs: Amortization of right-of-use assets732 214 756 391 Interest on lease liabilities109 89 226 171 Total financing lease costs841 303 982 562 Short-term lease costs1 (553)607 55 1,237 Total lease costs$8,511 $8,929 $17,369 $17,722 1 The negative amount reflects the reclassification of certain lease-related costs to restructuring expenses in connection with a facility closure. Weighted average remaining lease terms and discount rates for our leases as of June 30, 2026, and December 31, 2025, were as follows: June 30,December 31, 20262025 Weighted average remaining lease term: Operating leases5.7 years6 years Finance leases3.6 years3.8 years Weighted average discount rate: Operating leases10.4 %10.5 % Finance leases9.0 %9.0 % Future lease payments under lease agreements as of June 30, 2026, were as follows (in thousands): Operating LeasesFinance Leases $17,237 $867 202735,119 1,664 202829,913 1,376 202923,279 1,061 203021,192 529 203115,302 9 Thereafter28,058 Total minimum lease payments170,100 5,506 Less: amounts representing interest or imputed interest(44,276)(760) Present value of lease liabilities$125,824 $4,746 29 For additional information on leases, see Part II, Item 8, Note 9 Leases, section Facilities, Energy Server Systems, and Vehicles in our 2025 Form 10-K. Managed Services Financing For details on Managed Services Financing, refer to Part I, Item 7, section Purchase and Financing Options, sub-section Legacy Financing Structure for Managed Services and Part II, Item 8, Note 9 Leases, section Managed Services Financing in our 2025 Form 10-K. There were no new successful sale-and-leaseback transactions for the three and six months ended June 30, 2026 and 2025. The recognized operating lease expenses from legacy successful sale-and-leaseback transactions for the three and six months ended June 30, 2026, were $3.4 million and $6.7 million, respectively. The recognized operating lease expenses from legacy successful sale-and-leaseback transactions for the three and six months ended June 30, 2025, were $3.4 million and $6.8 million, respectively. Operating lease right-of-use assets from legacy successful sale-and-leaseback transactions as of June 30, 2026, and December 31, 2025, were $34.6 million and $39.0 million, respectively. Operating lease liabilities from legacy successful sale-and-leaseback transactions as of June 30, 2026, and December 31, 2025, were $37.8 million and $42.2 million, including long-term operating lease liability of $27.9 million and $32.9 million, respectively. Financing obligations from legacy successful sale-and-leaseback transactions as of June 30, 2026, and December 31, 2025, were $7.7 million and $8.9 million, including long-term financing obligations of $5.1 million and $6.5 million, respectively. As of June 30, 2026, future lease payments under the Managed Services Agreements financing obligations were as follows (in thousands): $11,237 17,930 12,270 7,642 5,889 4,063 9,944 68,975 (30,821)38,154 (9,115)$29,039 Three Months EndedSix Months Ended June 30,June 30, 2026202520262025 Cost of revenue$9,675 $5,714 $20,080 $10,543 Research and development13,034 7,913 26,192 15,740 Sales and marketing14,424 5,320 27,888 9,830 General and administrative19,269 11,230 39,246 26,266 $56,402 $30,177 $113,406 $62,379 For the three and six months ended June 30, 2026 and 2025, stock-based compensation expense capitalized on inventory and deferred cost of goods sold was not material. 31 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 SharesWeighted Average Exercise PriceRemaining Contractual Life (Years)Aggregate Intrinsic Value (in thousands) Balances at December 31, 2025 5,741,283 $15.92 4.5$406,957 Exercised(800,297)18.43 69,027 Forfeited / Expired (246)30.96 Balances at June 30, 2026 5,009,767 15.54 4.41,427,979 Vested and expected to vest at June 30, 2026 4,825,745 15.69 4.31,385,040 Exercisable at June 30, 2026 3,666,393 $17.40 3.1$1,046,020 During the three and six months ended June 30, 2026, we recognized $1.2 million and $2.5 million of stock-based compensation costs for stock options, respectively. During the three and six months ended June 30, 2025, we recognized $1.2 million and $2.6 million of stock-based compensation costs for stock options, respectively. No stock options were granted during the three and six months ended June 30, 2026. and three months ended June 30, 2025. During the six months ended June 30, 2025, we granted 100,000 stock options, represented by performance-based stock options ( PSOs ) issued to a non-executive employee. 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: Expected term (years) Expected dividend yield Expected volatility During the three and six months ended June 30, 2026, the intrinsic value of stock options exercised were $106.2 million and $155.4 million, respectively. During the three and six months ended June 30, 2025, the intrinsic value of stock options exercised were $1.9 million and $3.1 million, respectively. As of June 30, 2026, and December 31, 2025, we had unrecognized compensation costs related to unvested stock options of $3.3 million and $5.1 million, respectively. This cost is expected to be recognized over the remaining weighted-average period of 0.8 years and 1.3 years, respectively. Cash received from stock options exercised totaled $7.3 million and $15.1 million for the three and six months ended June 30, 2026, respectively. Cash received from stock options exercised totaled $0.1 million and $1.3 million for the three and six months ended June 30, 2025, respectively. 32 Stock Awards A summary of our stock awards activity and related information is as follows: Number of Awards OutstandingWeighted Average Grant Date Fair Value Unvested Balance at December 31, 2025 12,292,948 $25.74 Granted1,142,215 177.23 Vested(3,032,439)19.72 Forfeited(301,505)30.19 10,101,219 $44.54 The estimated fair value of RSUs and PSUs is based on the fair market value of our common stock on the date of grant. For the three and six months ended June 30, 2026, we recognized $45.0 million and $88.2 million of stock-based compensation costs for stock awards, respectively. For the three and six months ended June 30, 2025, we recognized $25.9 million and $54.7 million of stock-based compensation costs for stock awards, respectively. As of June 30, 2026, and December 31, 2025, we had $401.1 million and $277.1 million of unrecognized stock-based compensation expense related to unvested stock awards, expected to be recognized over a weighted-average period of 1.8 years and 2.0 years, respectively. Executive Awards The Company granted awards under the 2018 Plan to certain executive officers during 2026. On June 15, 2026, the Company granted PSUs to its Chief Executive Officer (the CEO Award ). The CEO Award vests in full at the end of a 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 May 20, 2026, the Company granted PSUs and RSUs to its newly appointed Chief Financial Officer and one other executive officer. On February 25, 2026, the Company granted PSUs and RSUs to certain other executive officers (collectively, the 2026 Executive Awards ). The RSUs are subject to service-based vesting. For the Chief Financial Officer, one-third of the RSUs vest on April 15, 2027, and the remaining two-thirds vest in equal quarterly installments over the following two years. For certain other executive officers, 40% of the RSUs vest on March 1, 2027, and the remaining 60% vest in equal quarterly installments over the subsequent two years. The PSUs included in the 2026 Executive Awards vest in full at the end of a three-year performance period (cliff vesting), subject to the achievement of specified annual performance targets and the executive s continued employment through the vesting date. Stock-based compensation expense for the RSUs is recognized over the requisite service period based on the service-based vesting terms, while expense for the PSUs is recognized over the applicable three-year performance period based on the Company s current estimate of the likelihood of achieving the applicable performance targets. 33 For details on the 2021 2025 Executive Awards and the Replacement Awards, refer to Part II, Item 8, Note 10 Stock-Based Compensation and Employee Benefit Plans, section Executive Awards in our 2025 Form 10-K. The unamortized compensation expense for the 2021 2026 Executive Awards, the CEO Award, and the Replacement Awards was as follows (in millions): June 30,December 31, 20262025 2026 Executive Awards and the CEO Award$106.0 $ 2025 Executive Awards 14.1 19.9 2024 Executive Awards and the Replacement Awards 56.5 77.4 2023 Executive Awards 0.2 0.6 2022 Executive Awards 0.1 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 Availablefor Grant Balances at December 31, 2025 39,709,996 Added to plan11,934,957 Granted(1,124,673) Cancelled/Forfeited534,027 51,053,994 2018 Employee Stock Purchase Plan For details on the 2018 Employee Stock Purchase Plan (the 2018 ESPP ), refer to Part II, Item 8, Note 10 Stock-Based Compensation and Employee Benefit Plans, section 2018 Employee Stock Purchase Plan in our 2025 Form 10-K. During the three and six months ended June 30, 2026, we recognized $5.4 million and $9.7 million of stock-based compensation costs for the 2018 ESPP, respectively. During the three and six months ended June 30, 2025, we recognized $2.1 million and $4.5 million of stock-based compensation costs for the 2018 ESPP, respectively. We issued 644,651 and 630,607 shares for the six months ended June 30, 2026 and 2025, respectively. During the six months ended June 30, 2026 and 2025, we added an additional 2,983,739 and 2,494,717 shares, respectively. There were 20,333,033 and 17,993,945 shares available for issuance as of June 30, 2026, and December 31, 2025, respectively. As of June 30, 2026, and December 31, 2025, we had $15.4 million and $8.6 million of unrecognized stock-based compensation costs, expected to be recognized over a weighted average period of 0.6 years and 0.6 years, respectively. 34 We used the following weighted-average assumptions in applying the Black-Scholes valuation model for determination of the 2018 ESPP share valuation: Six Months EndedJune 30,2025202620253.4% 3.6% 4.2% 4.3% 3.4% 4.1% 4.1% 5.0% 0.5 2.0 0.5 2.0 0.5 2.0 0.5 2.0 96.7% 110.4% 81.5% 115.2% 80.5% 110.4% 66.2% 115.2% Three Months EndedSix Months EndedJune 30,2026202520262025$2,818 $27,077 $376,081 $29,860 198 371 49 96 (4,346) 12,656 June 30,December 31, 20262025 Accounts receivable$76,092 $151,932 Contract assets, current 43,861 2,967 90,967 Prepaid expenses and other current assets 1,247 Investments in unconsolidated affiliates28,090 10,037 47,224 48,763 Customer consideration asset, non-current1 215,533 Other long-term assets 5,968 8,571 799 Accrued expenses and other current liabilities2 2,460 39 Deferred revenue and customer deposits, current 6,992 6,879 19,560 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 $1.0 million of excess of unrealized profit from sales to the Fund JVs over the carrying value of the related equity method investments (see Note 7 Investments in Unconsolidated Affiliates in this Quarterly Report on Form 10-Q). SK ecoplant Joint Venture For information on SK ecoplant Joint Venture, see Part II, Item 8, Note 12 Related Party Transactions, section SK ecoplant Joint Venture in our 2025 Form 10-K. The following are the aggregate carrying values of the Korean JV s assets and liabilities in our condensed consolidated balance sheets, after eliminations of intercompany transactions and balances, as of June 30, 2026, and December 31, 2025 (in thousands): June 30,December 31, 20262025 Assets Current assets: Cash and cash equivalents$8,333 $25,820 Accounts receivable18,265 576 Inventories18,977 33,075 Prepaid expenses and other current assets15,517 5,688 Total current assets61,092 65,159 Property and equipment, net1,204 1,454 Operating lease right-of-use assets847 1,134 Other long-term assets302 210 Total assets$63,445 $67,957 36 June 30,December 31, 20262025 Liabilities Current liabilities: Accounts payable$10,183 $16,342 Accrued expenses and other current liabilities38,391 19,179 Operating lease liabilities513 516 Non-recourse debt2,583 4,153 Total current liabilities51,670 40,190 Operating lease liabilities186 484 $51,856 $40,674 12. Commitments and Contingencies Commitments Purchase Commitments with Suppliers and Contract Manufacturers As of June 30, 2026, we had non-cancelable purchase commitments of $16.4 million with component suppliers and third-party manufacturers, which are expected to be fulfilled beyond the next 12 months. As of December 31, 2025, we had no non-cancelable purchase commitments with component suppliers and third-party manufacturers, which are expected to be fulfilled beyond the next 12 months. For additional information on purchase commitments with suppliers and contract manufacturers, see Part II, Item 8, Note 13 Commitments and Contingencies, section Commitments in our 2025 Form 10-K. Performance Guarantees We paid $5.4 million and $13.8 million for the three and six months ended June 30, 2026, respectively, and $3.0 million and $14.6 million for the three and six months ended June 30, 2025, respectively, for guarantees that we provide customers on the output performance of our Energy Server systems. For additional information on performance guarantees, see Part II, Item 8, Note 13 Commitments and Contingencies, section Commitments in our 2025 Form 10-K. Letters of Credit We have outstanding letters of credit issued to our customers and other counterparties in the U.S. and international locations under different performance and financial obligations. These letters of credit are collateralized through cash deposited in the controlled bank accounts with the issuing banks and are classified as Restricted Cash in our condensed consolidated balance sheets. As of June 30, 2026, and December 31, 2025, the balances of the cash-collateralized letters of credit issued to our customers and other counterparties in the U.S. and international locations were $20.9 million and $26.6 million, respectively. In April 2026, we issued in the ordinary course of business additional standby letters of credit totaling $100.0 million, including $90.0 million issued under our Revolving Credit Facility and $10.0 million issued through other arrangements, each with an expiration date of April 1, 2027. Pledged Funds In 2019, pursuant to the PPA IIIb repowering of the Energy Server systems, we established a restricted cash fund of $20.0 million, which had been pledged for a seven-year period to secure our operations and maintenance obligations with respect to the totality of our obligations to the financier. These funds will be released to us by the end of 2026 as long as the Energy Server systems continue to perform in compliance with our warranty obligations. As of June 30, 2026, and December 31, 2025, the balance of the restricted cash fund was $0.7 million and $0.9 million, respectively. Contingencies Indemnification Agreements See Part II, Item 8, Note 13 Commitments and Contingencies, section Contingencies in our 2025 Form 10-K. To date, we have not paid any claims or been required to defend any action related to our indemnification obligations with customers and certain other business partners. However, we may record charges in the future as a result of these indemnification obligations. Investment Tax Credits See Part II, Item 8, Note 13 Commitments and Contingencies, section Contingencies in our 2025 Form 10-K. Legal Matters We are involved in various legal proceedings that arise in the ordinary course of business. We review all legal matters at least quarterly and assess whether an accrual for loss contingencies needs to be recorded. We record an accrual for loss contingencies when management believes that it is both probable that a liability has been incurred and the amount of the loss can be reasonably estimated. Legal matters are subject to uncertainties and are inherently unpredictable, so the actual liability in any such matter may be materially different from our estimates. If an unfavorable resolution were to occur, there exists the possibility of a material adverse impact on our consolidated financial condition, results of operations or cash flows for the period in which the resolution occurs or in future periods. In February 2022, Plansee SE/Global Tungsten & Powders Corp. ( Plansee/GTP ), a former supplier, filed a request for expedited arbitration with the World Intellectual Property Organization Arbitration and Mediation Center in Geneva Switzerland ( WIPO ), for various claims allegedly in relation to an Intellectual Property and Confidential Disclosure Agreement between Plansee/GTP and Bloom Energy Corporation. Plansee/GTP s statement of claims includes allegations of infringement of U.S. Patent Nos. 8,802,328, 8,753,785 and 9,434,003. On April 3, 2022, we filed a complaint against Plansee/GTP in the Eastern District of Texas to address the dispute between Plansee/GTP and Bloom Energy Corporation in a proper forum before a U.S. Federal District Court. Our complaint sought the correction of inventorship of U.S. Patent Nos. 8,802,328, 8,753,785 and 9,434,003 (the Patents-in-Suit ); declaratory judgment of invalidity, unenforceability, and non-infringement of the Patents-in-Suit; and declaratory judgment of no misappropriation. Further, our complaint sought to recover damages in relation to Plansee/GTP s business dealings that, as alleged, constitute acts of unfair competition, tortious interference contract, breach of contract, violations of the Racketeer Influenced and Corrupt Organizations (RICO) Act and violations of the Clayton Antitrust Act. On June 9, 2022, Plansee/GTP filed a motion to dismiss the complaint filed in the Eastern District of Texas and compel arbitration (or alternatively to stay). On February 9, 2023, Magistrate Judge Payne issued a report and recommendation to stay the district court action pending an arbitrability determination by the arbitrator for each claim. On April 26, 2023, Judge Gilstrap stayed the district court action pending arbitrability determinations by the arbitrator in the WIPO proceeding. On October 2, 2023, the arbitrator in the WIPO proceeding issued a ruling concluding that all the parties claims were arbitrable. On November 18, 2023, the arbitrator bifurcated the arbitration into a first phase focusing on Bloom s claims directed to improper inventorship of the Patents in Suit and Bloom s defective product claims. Briefing on the first phase took place throughout 2024 and the first half of 2025. An evidentiary hearing with witness testimony commenced on July 21, 2025, and continued through August 1, 2025. A partial award was transmitted to the parties on February 12, 2026. The parties currently dispute whether all first phase issues have been resolved. There are no current timelines in place for conducting additional phases of the arbitration. We are unable to predict the ultimate outcome of the arbitration at this time. 13. Segment Information ASC 280, Segment Reporting, ( ASC 280 ) establishes standards for companies to report in their financial statement information about operating segments, products, services, geographic areas, and major customers. Based on the criteria established by ASC 280, our chief operating decision maker ( CODM ) has been identified as the Chief Executive Officer. The CODM reviews consolidated results when making decisions about allocating resources and assessing the performance of the Company as a whole and hence, we have only one reportable segment. We do not distinguish between markets or segments for the purpose of internal reporting. For discussion of significant segment expenses, other segment items and the Company s primary measure of segment profitability, refer to Part II, Item 8, Note 14 Segment Information in our 2025 Form 10-K. 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. 37 14. Income Taxes For the three and six months ended June 30, 2026, we recorded an income tax provision of $1.5 million and $1.9 million on pre-tax income of $200.3 million and $274.5 million for effective tax rates of 0.7% and 0.7%, respectively. For the three and six months ended June 30, 2025, we recorded an income tax provision of $1.0 million and $1.4 million on pre-tax losses of $41.2 million and $64.2 million for effective tax rates of (2.5)% and (2.3)%, respectively. The effective tax rate for the three and six months ended June 30, 2026 and 2025, is lower than the statutory federal tax rate primarily due to a full valuation allowance against U.S. deferred tax assets. For additional information on income taxes, refer to Part II, Item 8, Note 15 Income Taxes in our 2025 Form 10-K. 15. Net Earnings per Share Available to Common Stockholders The Company adopted ASC 260, Earnings per share, guidance from inception. Earnings per share ( EPS ) is the amount of earnings attributable to each share of common stock. For convenience, the term is used to refer to either earnings or loss per share. We calculate basic earnings per share by dividing net income attributable to common stockholders (the numerator ) by the weighted average number of common shares outstanding (the denominator ) during the reporting period. Diluted earnings per share is calculated similarly but reflects the potential impact of outstanding stock options and awards, the Warrant (see Note 3 Revenue Recognition in this Quarterly Report on Form 10-Q), shares issued in conjunction with the Company s ESPP by applying the treasury stock method, and other commitments to issue common stock, including shares issuable upon the conversion of convertible notes by applying the if-converted method, except where the impact would be anti-dilutive. For diluted earnings per share, we also adjust the numerator for interest expense on convertible debt, net of the related income tax effect, when assuming conversion under the if-converted method. The following table provides a reconciliation of the numerator and the denominator used in computing basic and diluted earnings per share attributable to common stockholders (in thousands, except net earnings per share data): Three Months EndedSix Months Ended June 30,June 30, 2026202520262025 Numerator for basic earnings per share: Net income (loss) attributable to common stockholders$196,290 $(42,619)$266,943 $(66,433) Net income (loss), numerator basic $196,290 $(42,619)$266,943 $(66,433) Numerator for diluted earnings per share: Net income (loss) attributable to common stockholders$196,290 $(42,619)$266,943 $(66,433) Add: debt interest cost, net of taxes4,280 8,635 Net income (loss), numerator diluted $200,570 $(42,619)$275,578 $(66,433) Denominator for basic earnings per share: Weighted average common shares outstanding287,288 232,542 284,518 231,383 Denominator for diluted earnings per share: Weighted average common shares outstanding basic 287,288 232,542 284,518 231,383 Effect of dilutive securities: Convertible notes19,598 20,449 Warrant (Note 3) 423 213 38 Three Months EndedSix Months Ended June 30,June 30, 2026202520262025 Stock options and awards16,022 18,469 Weighted average common shares outstanding diluted 323,331 232,542 323,649 231,383 Net earnings per share available to common stockholders: Basic$0.68 $(0.18)$0.94 $(0.29) Diluted$0.62 $(0.18)$0.85 $(0.29) The following common stock equivalents were excluded from the computation of our earnings per share available to common stockholders, diluted, for the three and six months ended June 30, 2025, as their inclusion would have been antidilutive (in thousands): Three Months Ended June 30,Six Months Ended June 30, 20252025 Convertible notes59,214 59,575 Stock options and awards6,766 7,200 65,980 66,775 16. Subsequent Events In May 2026, we made a $50.0 million payment to acquire contractual rights under an option arrangement. Under the related agreements, in July 2026 the rights were assigned to a Brookfield vehicle, and such vehicle agreed to make a $50.0 million payment to us upon their exercise of the option and acquisition of the underlying project. In the event the Brookfield vehicle does not proceed with the acquisition or in certain other events, Brookfield may put the option rights back to the original holder, Oracle, with Bloom receiving recovery of the $50.0 million through corresponding contractual arrangements. Bloom is not intended to retain a long-term ownership interest in the underlying assets or participate in the project s long-term economics. See Part I, Item 1, Note 6 Balance Sheet Components in this Quarterly Report on Form 10-Q. The redemption of the 3.0% Green Notes due June 2028 was completed on July 10, 2026. There have been no other subsequent events that occurred during the period subsequent to the date of these condensed consolidated financial statements that would require adjustment to our disclosure in the condensed consolidated financial statements as presented. 39 ITEM 6 EXHIBITS Incorporated by Reference Exhibit NumberDescriptionFormFile No.ExhibitFiling Date 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 104Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) * The certifications furnished in Exhibit 32.1 hereto are deemed to accompany this Quarterly Report on Form 10-Q/A and will not be deemed filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liability of that section, nor shall it be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended. 40 SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. BLOOM ENERGY CORPORATION Date:July 29, 2026By:/s/ KR Sridhar KR Sridhar Founder, Chief Executive Officer, Chairman and Director (Principal Executive Officer) Date:July 29, 2026By:/s/ Simon Edwards Simon Edwards Chief Financial Officer (Principal Financial Officer) Date:July 29, 2026By:/s/ Maciej Kurzymski Maciej Kurzymski Chief Accounting Officer (Principal Accounting Officer) 41