Bloom Energy Corp: Form 10-Q for the period ended Jun 30, 2025

OPERATIONS

This Quarterly Report on Form 10-Q contains “forward-looking statements” within the meaning of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. These forward-looking statements are based on current expectations, estimates, and projections about our industry, management’s beliefs, and certain assumptions made by management. For example, forward-looking statements 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; our ability to innovate, develop new products and improve upon our existing products; our ability to anticipate and address customer demand; our strategic partnership with SK ecoplant Co., Ltd.; 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; 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; 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 in 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 IRA and the OBBBA; industry trends; our exposure to foreign exchange, interest and credit risk; and the impact of recently adopted accounting pronouncements. All statements contained in this Quarterly Report on Form 10-Q other than statements of historical fact are forward-looking statements. Forward-looking statements may be identified by words such as “future,” “anticipates,” “believes,” “estimates,” “expects,” “intends,” “designs,” “plans,” “predicts,” “targets,” “forecasts,” “will,” “would,” “could,” “can,” “may,” “aim,” “potential,” “mission,” “commit” and similar terms. These statements are based on the beliefs and assumptions of our management based on information currently available to management at the time they are made. Such forward-looking statements are subject to risks, uncertainties and other factors that could cause actual results, events, circumstances, outcomes and the timing of certain events to differ materially from future results or outcomes expressed or implied by such forward-looking statements. Factors that could cause or contribute to such differences include, but are not limited to, those factors discussed in the section titled “Risk Factors” included in Part I, Item 1A of our Annual Report on Form 10-K for the fiscal year ended December 31, 2024, and in our other filings with the SEC. You should review these risk factors for a more complete understanding of the risks associated with an investment in our securities. Such forward-looking statements speak only as of the date of this report. We disclaim any 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 report 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. 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 power solutions company delivering onsite electricity for critical operations. Our mission is to make clean, reliable energy affordable for everyone in the world. We manufacture and deploy proprietary fuel cell technology that is designed to produce ultra-reliable, highly scalable power directly at the point of consumption. Our platform gives enterprises greater control over their energy needs — enhancing resilience, reducing cost, improving sustainability and supporting business continuity. Bloom’s solutions serve Fortune 500 companies across sectors such as data centers, semiconductor manufacturing, AI infrastructure, utilities, and other commercial and industrial operations. As global demand for electricity rises and grid constraints worsen, onsite generation is becoming an essential part of the modern energy strategy. Bloom systems are designed to operate continuously — whether grid-connected, off-grid, or as part of a hybrid architecture — enabling customers to navigate today’s energy challenges with speed and certainty. Headquartered in Silicon Valley, Bloom Energy has deployed more than 1.5 gigawatts of low-carbon power across over 1,200 installations worldwide. For additional information, refer to Part I, Item 7, Management’s Discussion and Analysis of Financial Condition and Results of Operations, section Overview, sub-section Description of Bloom Energy in our Annual Report on Form 10-K for the fiscal year ended

December 31, 2024 (the “2024 Form 10-K”).

Energy Market Conditions

The global energy transition towards a net-zero environment has created new challenges and opportunities for utilities, suppliers of energy solutions, and customers. Shifts and uncertainty in market and regulatory dynamics and corporate and governmental policies are currently impacting the selling process and impacting sales cycles and timelines for our products. Increasing electricity rates, decreasing energy security and reliability, and delays in the development of transmission infrastructure and grid interconnection as well as other time-to-power challenges have led to increased customer interest in our power solutions. At the same time, ongoing natural gas supply and pricing concerns due to geopolitical stresses, as well as customers’ interest in meeting sustainability targets, have led to increased caution from potential customers in their buying decision for energy solutions. Increasing demand for power has forced utilities, states and countries to revisit less clean sources of baseload and intermediate power, which our technology is designed to replace. This supply and demand mismatch globally has threatened energy security, reliability, and availability.

We enable customers to address these energy market challenges by offering fuel flexible solutions designed to provide cost predictable, resilient, and reliable energy in a timely fashion. As customers and utilities navigate the energy transition and evolving landscape, the ability of our power solutions to fit their economic, regulatory, and policy needs depends on a number of factors, including natural gas availability and pricing, electrical interconnection needs and availability, redundant back up power requirements, cost requirements, and sustainability profiles. These factors may influence a customer’s decision to pursue an alternative on-site power solution like ours — even in cases where utility interconnection timeliness span years – because the total cost to interconnect, including the build-out of energy transmission infrastructure, often remains unknown until all interconnection studies are completed.

Policy proposals that have emerged in 2025 may also affect customer demand for power solutions. For example, changes to permitting rules could accelerate domestic fossil fuel infrastructure production, while proposals to limit environmental reviews under the National Environmental Policy Act and other statutes could incentivize investment in, and reduce the cost of, fossil fuels, including natural gas. At the same time, proposals to halt new permits for wind projects, particularly offshore wind, could slow renewable energy adoption and decrease the projected available supply of renewable energy. Bloom stands ready to meet these new opportunities with our low-emission Energy Server systems.

Many data center customers and other large power users have signed exclusivity arrangements with their utilities, and this often creates a more complicated dynamic for them to move to an on-site solution. Rising natural gas costs in some regions, increases in gas distribution rates, limited availability of supply, and disruptions in global gas markets have increased the cost of our power solutions for customers and, in certain cases where fuel is unavailable, have resulted in a complete inability to operate the systems. In the U.S., the lack of, or slow development in, pipeline infrastructure has, in the past, impacted the timing of customers being able to take advantage of our power solution opportunities. In certain jurisdictions in the U.S. and Europe, natural gas bans have prevented the use of our power solutions unless alternative fuels are available.

In addition, many of our potential data center and industrial customers are pursuing greenfield opportunities where the development cycle is long and laden with permitting requirements, and the uncertainty of these factors is leading to a more complex customer decision-making process and longer sales cycles. Data center greenfield projects require significant investments in real estate, facility costs, and technology, among other elements, in addition to the investment in our power solutions, and the timing and sequencing of those investments is largely outside of our control.

Key Macro Trends

Increases in Demand for Power, Driven by Data Centers and Artificial Intelligence (AI)

Demand for power has continued to significantly outpace available grid-based generation supply, with the need for additional power becoming increasingly acute in recent periods. Key factors driving the increasing demand include the transition towards the electrification of transportation and buildings, the rapid adoption of AI that has led to the expansion of existing data centers and plans for new greenfield data centers, and Federal incentives for domestic manufacturing, including semiconductor and battery production. These factors, along with economic growth, have placed significant stress on grid supply and have led companies to consider on-site distributed power, including Bloom Energy Server systems, to meet their power needs.

Time to Power Increases as Power Demand/Supply Mismatch Grows

The increase in power demand, has, in part, elevated the importance of time to power. According to a study published in April 2024 by the Lawrence Berkeley National Laboratory, the time from initiating a request for interconnection to the grid to the start of commercial operations has more than doubled from less than two years during the period from 2000-2007, to more than four years from 2018-2023. Bloom Energy Server systems can be configured as on-site fully-islanded, microgrid solutions that are not interconnected to the grid, which often can provide a customer power in months instead of years. Many utilities have informed data center and manufacturing customers that they cannot interconnect for a period of years because the utility has no power available to serve a customer’s needs, thus making the Bloom Energy Server system an attractive alternative. In addition, our fully-islanded microgrid solutions can provide power on-site, without the need for costly transmission and distribution system upgrades that often are required before a customer can interconnect to the electrical grid. We are seeing greater interest in fully-islanded, microgrid solutions among data center customers because of these interconnection-related delays. If a customer desires back up power or a “grid parallel” solution in combination with the Bloom Energy Server system, required interconnection studies and lengthy interconnection queues may remain, eroding the time to power value proposition.

Co-locating Large Loads with Distributed Generation Configured as Islanded Microgrids are Gaining in Traction as Energy Solutions to Bypass Long Interconnection Queues and Transmission Upgrades

Our islanded microgrid solution allow data center and other customers the ability to skip the interconnection queue and start construction. A key to this solution is that our Be FlexibleTM load following capability allows our fuel cell solution to follow a customer’s variable loads without the need to import power from the transmission grid. We believe avoiding lengthy interconnection queues is key to unlocking time to power for our customers. Our islanded microgrid solution also creates ratepayer savings by reducing congestion charges resulting from constraints on the transmission grid and avoiding the need for network transmission investments and upgrades that may be allocated to all ratepayers. In addition to serving a single customer as a distributed generation microgrid solution, our technology can also be used by utilities as an energy transmission asset, helping them serve customers while avoiding the costs of building new transmission and distribution infrastructure.

Utilities are Turning to Distributed Energy Solutions to Decrease their Customers’ Time to Power

Our utility customers are recognizing the challenge of keeping pace with the growing demand for power. Aging infrastructure, coupled with transmission and distribution bottlenecks, are making it more difficult for utilities to integrate additional sources of energy to add capacity. Building new transmission and distribution infrastructure is expensive, takes many years, and would likely cause utility rates to increase. As demand for power continues to grow, utility companies are struggling to meet the soaring demand of data centers, while customers’ time to power becomes increasingly important. Utility companies are exploring alternative means of producing and supplying energy to their end customers, including our Energy Server systems. In 2024, we entered into multiple agreements with utilities, including a landmark 1 GW supply agreement with a utility that included a 100 MW order in 2024. We expect more utility customers in the future to supplement their power generation with the Bloom Energy Server system. As we work to reduce our product costs, and with utility rates expected to rise due to significant infrastructure investments projected over the next five years to meet rapid demand growth, we expect our energy solutions to become more cost-competitive across more countries, communities, and industries worldwide.

Fuel Flexible Solutions Address Reliability Concerns as well as Near- and Long-term Sustainability Considerations

The impacts of climate change, including more severe and unpredictable weather events, have placed additional strain on aging utility grids and contributed to periods of power outages for those reliant on them. In addition, the recognition of the threat of climate change has led companies and governments to set ambitious emissions goals to reduce the release of carbon dioxide to the atmosphere. Large increases in demand for power are expected to challenge prevailing carbon reduction trajectories when large power users turn to conventional solutions to meet their needs. The Energy Server system is able to provide highly available power to displace dirtier and less efficient conventional combustion solutions like turbines and engines. Deeper decarbonization potential is enabled through fuel flexibility, combined heat and power (“CHP”) offerings and carbon capture utilization and storage (“CCUS”) capability. In addition to natural gas, our non-combustion power solutions are designed to run on biofuels or hydrogen, emit near-zero criteria pollutants, and use no water during steady state operation.

Other Factors Affecting our Performance

Shifting Regulatory Environment

In the U.S., the ITC for fuel cells operating on non-zero-carbon fuels expired on December 31, 2024, under the IRA. Prior to the expiration, the Company and its customers utilized compliant safe harbor mechanisms to secure deployment of a certain dollar amount of Energy Server systems that can be placed in service through 2028. The safe harbor mechanism under the IRA provides up to a 50% ITC credit for qualifying fuel cell projects. On July 4, 2025, the One Big Beautiful Bill Act (the “OBBBA”) was enacted into law and under new Section 48E, it restores the ITC at 30% for fuel cell property without regard to emissions for projects beginning construction after December 31, 2026. The 30% tax credit is available at 100% through 2033 and then will be subject to a three-year phase at 75%, 50% and 0%. Under Section 48E, fuel cell property is not eligible for the additional domestic content or energy community credits and our projects will be limited to a 30% ITC credit.

Additionally, the OBBBA introduces new compliance requirements under the Foreign Entity of Concern (“FEOC”) provisions for both Section 48E and the Advanced Manufacturing Production Tax Credit (“AMPTC”) under Section 45X. These provisions establish a threshold of non-FEOC content that must be met by fuel cell projects beginning construction in 2026 and by manufactured components produced beginning in 2026. Although the rules are still being finalized, given the location of our supply chain we don’t expect the FEOC provisions to limit our fuel cell products’ ability to qualify for the tax credit or to otherwise increase our supply chain costs in an attempt to qualify.

On July 7, 2025, President Trump issued an Executive Order directing the Secretary of the Treasury to issue updated guidance within 45 days on the “beginning of construction” requirements applicable to Section 48E projects. The Executive Order also requires the Secretary to implement the FEOC restrictions set forth in the OBBBA. While these changes are not expected to materially impact us based on our current supply chain and cost structure, they may affect our future decisions around expansion or domestic supply chain investments. In response, we are working to align our development and sourcing strategies with the new credit framework and actively working with our partners and policymakers to support continued momentum for clean, reliable distributed energy solutions. We believe the long-term clarity and stability of the revised ITC for fuel cell property enhances our competitive position, although the phasedown beginning after 2033 and future legislative or regulatory changes could still impact customer economics and our growth.

The Trump Administration has also issued multiple Executive Orders that relate to enabling domestic energy production and AI development and is taking further actions to effectuate that intent (e.g., National Energy Emergency Declaration, Unleashing American Energy, Accelerating Permitting of Datacenter Infrastructure, AI Action Plan, and Department of Energy (DOE) Resource Adequacy Report). These and future Executive Orders and related federal agency actions may benefit Bloom to the extent they provide pathways to expeditiously site energy resources to achieve the Administration’s national security goal of advancing the deployment of AI data centers. Bloom continues to monitor federal action in these areas. It is not yet clear, however, whether these actions will have a material impact on Bloom’s business.

Delays in adoption of Renewable Fuel Standard regulations in the U.S. for the use of biogas to generate electricity for electric vehicles, along with limited governmental focus on the utilization of biogas outside of use by methane-fueled vehicles, have created uncertainty around the broader availability of biogas for industrial uses, including our power solutions. Furthermore, in most jurisdictions, air permits and various land use permits are required for installation of our solutions above certain megawatt thresholds. The time required to obtain these permits has generally increased, while the certainty of approval has decreased, and when issued, the cost of meeting compliance requirements can be cost prohibitive. We have experienced a reluctance in certain states to issue permits for gas generation equipment. Even if issued, states may require a blend of costly renewable fuels or other measures to advance climate goals.

In Ireland, a major data center market, a directive from the Minister for the Department of the Environment, Climate and Communications under the previous administration to restrict grid connections for data centers and other large power users, along with a halt in high-pressure gas installations, has delayed our sales activities. In 2023, the South Korean government moved to a new, government-run bidding process for fuel cell purchases, which has adversely impacted and may continue to impact demand for our power solutions.

Working with Utilities

The imbalance between power demand and supply has contributed to utilities seeking alternative sources of power to supply to their end customers. Utilities have been unable to meet this demand through the deployment of renewable sources of energy such as solar and wind power. Bloom Energy Server systems can be installed at the utility’s point of distribution or directly on the customer’s site. The energy produced by our systems can be utilized by utilities to provide power to a specific customer or customers or may be used by customers generally. As demand for power continues to grow, and time to power becomes increasingly important, utilities are exploring alternative means of producing and supplying energy to their end customers, including using our Energy Server systems. In 2024, we entered into multiple agreements with utilities, including a landmark 1 GW supply agreement with a customer that included a 100 MW order in 2024. We expect more utility customers in the future to supplement their power generation with the Bloom Energy Server system. Increasing the supply of available power can allow utilities to encourage end customers to remain in their current locations rather than relocating to areas where power is more available. In addition, co-locating our Energy Server systems on-site with large loads, can enable a utility to provide power to a large energy user without impacting its rate base and providing the onsite power as an islanded microgrid can avoid interconnection studies and wait times.

Hydrogen Market Developments

The timing of the development of hydrogen and the hydrogen market ecosystem is relevant to our business as it is a fuel that can be utilized in our Energy Server systems that support decarbonization efforts and we have an electrolyzer product to produce hydrogen. The interest, investment, and stimulation of clean hydrogen in the U.S., Europe and in many other regions across the globe have not yet had significant impacts on the supply of hydrogen. To date, while the number of proposed hydrogen production projects has grown rapidly, only a small fraction has reached the final investment decision stage, and an even smaller fraction has been deployed. In addition, the infrastructure needed to transport hydrogen, whether through pipelines or maritime or land-based tankers, is currently only sufficient for existing uses, and has not begun to be significantly extended for anticipated future uses, with hydrogen blending and other approaches remaining at pilot stages. It remains unclear whether regulators in some jurisdictions will allow hydrogen to be introduced into gas distribution systems, which could limit our customers’ ability to transport hydrogen from the point of production to the point of consumption. Additionally, while U.S. Treasury Department rules regarding the use of market-based renewable energy have been clarified, hurdles remain that could hinder the large-scale development of hydrogen projects. Finally, the OBBBA significantly reduces the ITC for hydrogen under Section 45V as it terminates the Section 45V credit for projects that begin construction after December 31, 2027.

Lengthening Sales Cycles

Many of the factors discussed above have lengthened the selling cycles for our products and we have experienced delays in our anticipated bookings as a result. Our revenue, margins, and cash flow in any given year depend on bookings from prior years as well as current-year bookings. Historically, the majority of our bookings have occurred in the second half of the year, with a significant portion in the fourth quarter, and we expect this trend to continue in 2025. However, if a substantial portion of our anticipated bookings is delayed beyond our expectations, our revenue, margins, and cash flow for the relevant period could be materially adversely impacted.

Supply Chain Constraints and Trade Tariff Uncertainties

We continue to see effects from global supply chain tightness due to the current inflationary environment, war in Ukraine, and trade tensions between the U.S. and China as well as other countries. We are not aware of, and do not expect any significant direct impact on our business or supply chain from the armed conflicts in the Middle East. While we have not experienced any significant component shortages to date, we are facing pressures from inflation. These dynamics could worsen as a result of continued geopolitical instability or escalation of current military conflicts or trade tensions. The current administration has implemented new tariffs on all trade partners and is in the process of negotiating trade deals. As of the date of the filing on Form 10Q, in light of other cost cutting measures we have implemented we currently expect an adverse impact on gross margin of approximately one percent for the fiscal year 2025.

Our supply chain is not dependent on China, but significant tariffs on imports from other countries where we do source materials could impact our costs. In July 2025, President Trump announced that, depending on the outcome of trade deals he intends to increase the tariffs on some countries staring August 2025. Changes in U.S. or international trade policies, including an escalation in trade tensions or the implementation of broader tariffs, trade restrictions or retaliatory measures on our products or components originating from countries outside the United States could adversely impact our ability to source necessary components, manufacture products at competitive costs, or sell our products at prices customers are willing to pay. Any such developments could materially and adversely affect our business operations, results of operations and cash flows.

We are also reliant on third party providers of storage equipment, infrastructure equipment and pipelines, and other materials and technologies that work with our products to provide an energy solution for customers. In the event we are unable to mitigate the impacts of delays and rising prices for raw materials and components, including those caused by new tariffs, it could delay the manufacturing and installation, increase the costs of our products and the overall project, and adversely affect our cash flow and results of operations, including revenue and gross margin.

Installations and Maintenance of our Products

In previous years, our installation projects experienced delays related to, among other factors, permitting, utility coordination, and access to customer facilities. We have not experienced any delays in 2025 in either our installation or maintenance activities. If we are delayed in or unable to perform maintenance, our previously installed products would likely experience adverse performance impacts, including reduced output and/or efficiency, which could result in warranty and/or guaranty claims by our customers. If we experience a significant increase of product failure in the future, our service expense may increase and we may fail to achieve the performance commitments to our customers, which could result in warranty and/or guaranty claims. Additionally, product failure and service costs may increase as we initially deploy new applications for our

Energy Server system, including Be FlexibleTM load following, CCUS, and CHP.

Financing Constraints

As we grow our business globally and increase the size and number of customer orders, we will need to secure new customer financing options, and we will need to increase the amount of financing available as well as the number of financing partners. As we offer an innovative new technology solution, obtaining new financing partners and available funds for customer financings often involves a rigorous and timely due diligence process on our technology, manufacturing and service capabilities. If we are unable to obtain adequate financing for our customers who prefer third-party financing over purchasing the Energy Server system directly, our revenue could be delayed or impacted. In addition, our ability to arrange financing for our products depends partly on the creditworthiness of our customers, and any deterioration in their credit ratings could impact that financing. When interest rates rise, the cost of financing for our customers also increases, and financing our installations may require a higher rate of return, which can place pressure on our margins.

Manufacturing and Labor Market Constraints

As recently as 2022, we experienced impacts from labor shortages and challenges in hiring for our manufacturing facilities. While these constraints have since abated, and we reduced headcount as part of the Restructuring Plan adopted in September 2023, we may still experience difficulties with hiring and retention and may face additional labor shortages in the future. For details on the Restructuring Plan refer to Part II, Item 8, Note 12 — Restructuring in our 2024 Form 10-K. In addition, the current inflationary environment has led to rising wages and labor costs as well as increased competition for labor.

Strategic Investment

For information on the strategic investment with SK ecoplant, see Part II, Item 8, Note 17 — SK ecoplant Strategic Investment in our 2024 Form 10-K.

Sustainability

In April 2025, we released our 2025 Impact Report, previously referred to as our Sustainability Report, Transforming Energy for the Digital Age (the “Impact Report”), using generally accepted sustainability frameworks and standards, including alignment with Sustainability Accounting Standards Board standards and the Task Force on Climate-related Financial Disclosures recommendations. In addition, the Impact Report also utilized certain Global Reporting Initiative Standards and was mapped against the United Nations Sustainable Development Goals. We plan to issue an impact report on an annual basis.

The Impact Report can be found on our website at https://www.bloomenergy.com/sustainibility. 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.

For additional information, refer to Part I, Item 7, Management’s Discussion and Analysis of Financial Condition and Results of Operations, section Sustainability in our 2024 Form 10-K.

Liquidity and Capital Resources

As of June 30, 2025, and December 31, 2024, we had unrestricted cash and cash equivalents of $574.8 million and $802.9 million, respectively. Our cash and cash equivalents consist of highly liquid investments with maturities of three months or less, including money market funds of $520.6 million and $749.4 million as of June 30, 2025, and December 31, 2024, respectively. We seek to maintain these balances with high-credit-quality counterparties, regularly monitor our credit exposure to any single issuer, and diversify our investments to minimize risk.

On May 7, 2025, the Company entered into privately negotiated exchange agreements (the “Exchange Agreements”) with certain holders of its 2.5% Green Convertible Senior Notes due August 2025 (the “2.5% Green Notes”). Pursuant to the Exchange Agreements, $112.8 million in aggregate principal amount of the 2.5% Green Notes, and related accrued and unpaid interest of $0.7 million, were exchanged (the “Debt Exchange”) for $115.7 million in aggregate principal amount of the 3.0% Green Convertible Senior Notes due June 2029 (the “3.0% Green Notes due June 2029”). As a result of the Debt Exchange, the Company recorded a $32.3 million loss on early extinguishment of debt, included within the Company’s condensed consolidated statements of operations for the three and six months ended June 30, 2025. As of June 30, 2025, $2.2 million aggregate principal amount of the Company’s 2.5% Green Notes remained outstanding. For details of the Debt Exchange, see Part I, Item 1, Note 7 — Outstanding Loans and Security Agreements, section Convertible Senior Notes Debt Exchange.

As of June 30, 2025, we had $1,128.5 million of recourse debt, $4.4 million of non-recourse debt, and $9.5 million of other long-term liabilities. As of June 30, 2025, $3.7 million and $1,129.2 million of our debt were classified as short-term and long-term, respectively. As of December 31, 2024, we had $1,124.7 million of recourse debt, $4.1 million of non-recourse debt, and $9.2 million of other long-term liabilities. As of December 31, 2024, $114.4 million and $1,014.4 million of our debt were classified as short-term and long-term, respectively. For a complete description of our outstanding debt, please see Part II, Item 8, Note 17 — Outstanding Loans and Security Agreements in our 2024 Form 10-K.

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. During the six months ended June 30, 2025, we factored $102.3 million of accounts receivable. There were no factoring arrangements during the six months ended June 30, 2025. However, we may not be able to secure timely additional financing on favorable terms, or at all. The terms of any additional financing may limit on 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.

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; 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.

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

Operating Activities

Our operating activities consisted of net loss adjusted for certain non-cash items plus changes in our operating assets and liabilities or working capital. Net cash used in operating activities for the six months ended June 30, 2025, was primarily driven by changes in working capital totaling $380.8 million. These changes included: (1) a $183.4 million decrease in deferred revenue and customer deposits, primarily due to the timing of customer acceptances; (2) a $142.6 million increase in inventory to support anticipated future demand; (3) a $114.5 million increase in accounts receivable and contract assets, reflecting the timing of billing milestones; (4) a $28.0 million decrease in deferred cost of revenue; and (5) a $6.1 million decrease in prepaid expenses and other current assets. These impacts were partially offset by a $25.6 million benefit from the timing of vendor payments.

Net cash used in operating activities for the six months ended June 30, 2025, was $323.8 million, representing a $1.0 million increase compared to the same period in the prior year. The year-over-year change was primarily driven by: (1) an increase of $123.5 million attributable to inventories; (2) an increase of $27.5 million attributable to deferred cost of revenue; (3) an increase of $36.9 million attributable to accounts payable and accrued expenses; (4) an increase of $171.4 million attributable to deferred revenue and customer deposits, partially offset by a decrease of $53.4 million and a decrease of $33.7 million attributable to accounts receivable and contract assets, respectively.

Investing Activities

Our investing activities have consisted of capital expenditures, including investments to increase our production capacity. Cash used in investing activities during the six months ended June 30, 2025, was $21.4 million, an improvement of $12.0 million compared to the same period in the prior year. The improvement was primarily due to a decrease in expenditures on tenant improvements for a leased engineering and manufacturing facility in Fremont, California, which opened in July 2022. We expect to continue to make capital investments over the next few quarters to expand production capacity at our manufacturing facility in Fremont, California, which includes the purchase of new equipment and other tenant improvements. 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 this capital expenditures.

Financing Activities

Our financing activities consist of proceeds from issuance and repayment of debt, payment of debt issuance costs, proceeds from and repayments of financing obligations, contributions from noncontrolling interests, proceeds from issuance of our common stock, payment of dividends and other cash flows from financing activities. Net cash used in financing activities during the six months ended June 30, 2025, was $1.9 million, a decrease of $251.9 million, as compared to the prior year period, predominantly due to (1) a decrease in proceeds from issuance of debt of $402.5 million, (2) a decrease in cash outflows of $150.0 million for repayment of debt and debt issuance costs, (3) a decrease in contributions from noncontrolling interest by $4.0 million, and (4) a decrease in proceeds from financing obligations by $1.3 million, partially offset by a decrease in repayment of financing obligations by $4.5 million.

Net cash used in financing activities for the six months ended June 30, 2025, consisted primarily of (1) the repayment of financing obligations of $5.5 million; (2) payment of debt issuance cost of $3.3 million as a result of the Debt Exchange (see Part II, Item 8, Note 7 — Outstanding Loans and Security Agreements, section Convertible Senior Notes Debt Exchange of this Quarterly Report on Form 10-Q); (3) dividend payment of $0.9 million, partially offset by (a) the proceeds from issuance of common stock of $7.7 million and (b) other cash inflows from financing activities of $0.2 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 3.0% Green Notes due June 2029 and the 3.0% Green Notes due June 2028 in the second quarter of 2024 and 2023, respectively, as well as financing activities with SK ecoplant in the first quarter of 2023. 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 7 — Outstanding Loans and Security Agreements, and Part I, Item 1A, Outstanding Loans and Security Agreements of this Quarterly Report on Form 10-Q 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 section in our 2024 Form 10-K, for more information regarding the terms of and risks associated with our debt.

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 2024 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 in the three and six months ended June 30, 2025, and 2024, was as follows:

39

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 2024 Form 10-K.

Performance Guarantees

As of June 30, 2025, and December 31, 2024, 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 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 $587.5 million (including $460.3 million related to portfolio financing entities and $127.2 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 $477.8 million as of June 30, 2025. For the six months ended June 30, 2025, and 2024, we made performance guarantee payments of $14.6 million and $16.9 million, respectively.

International Partners

There were no significant changes in our international channel partners during the six months ended June 30, 2025. For information on international channel partners, see Part II, Item 7 — Management’s Discussion and Analysis of Financial Condition and Results of Operations, International Channel Partners section in our 2024 Form 10-K.

Results of Operations

A discussion regarding the comparison of our financial condition and results of operations for the three and six months ended June 30, 2025, and 2024 is presented below.

Revenue

(dollars in thousands)

(dollars in thousands)

Total Revenue

Total revenue increased by $65.5 million, or 19.5%, for the three months ended June 30, 2025, compared to the same period in the prior year. This increase was driven by a $70.3 million increase in product revenue, and a $1.9 million increase in service revenue, partially offset by a $5.4 million decrease in installation revenue, and a $1.4 million decrease in electricity revenue.

Total revenue increased by $156.2 million, or 27.4%, for the six months ended June 30, 2025, compared to the same period in the prior year. This increase was driven by a $128.8 million increase in product revenue, a $16.8 million increase in installation revenue, and a $11.5 million increase in electricity revenue, partially offset by a $1.0 million decrease in service revenue.

Product Revenue

Product revenue increased by $70.3 million, or 31.1%, and by $128.8 million, or 33.9%, for the three and six months ended June 30, 2025, respectively, compared to the same periods in the prior year. The increase was primarily attributable to higher demand for our products, coupled with a shift in product mix favoring sales in non-U.S. markets.

Installation Revenue

Installation revenue decreased by $5.4 million, or 12.5%, for the three months ended June 30, 2025, and increased by $16.8 million, or 31.1%, for the six months ended June 30, 2025, compared to the same periods in the prior year. These fluctuations were primarily driven by the timing of key project milestone achievements on sites requiring installation services by us during the second quarter and the first half of fiscal year 2025, respectively.

Service Revenue

Service revenue increased by $1.9 million, or 3.7%, for the three months ended June 30, 2025, and decreased by $1.0 million, or 0.9%, for the six months ended June 30, 2025, compared to the same periods in the prior year. The increase for the three months ended June 30, 2025, was primarily driven by an increase in revenue from maintenance contracts associated with our fleet of Energy Server systems. There were no material changes in product performance guarantee costs during this period. The decrease for the six months ended June 30, 2025, was primarily due to a $0.7 million increase in product performance guarantee costs, reflecting the effects of fleet degradation. Additionally, service revenue for both periods was impacted by a reduction in revenue from part of our established install base, as specified by our revenue contracts with customers.

Electricity Revenue

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

Electricity revenue decreased by $1.4 million, or 9.8%, for the three months ended June 30, 2025, and increased by $11.5 million, or 40.9%, for the six months ended June 30, 2025, compared to the same periods in the prior year. For the three months ended June 30, 2025, the decrease was attributed mainly to reduced straight-line electricity revenue following the repowering of certain Managed Services related sites. The increase for the six months ended June 30, 2025, was predominantly due to a one-time settlement of a customer contract after redeploying assets for our partner, partially offset by lower straight-line electricity revenue resulting from repowering of certain Managed Services related sites.

Cost of Revenue

(dollars in thousands)

(dollars in thousands)

Total Cost of Revenue

Total cost of revenue increased by $26.9 million, or 10.1%, for the three months ended June 30, 2025, compared to the same period in the prior year. The increase was primarily driven by a $37.4 million increase in cost of product revenue, partially offset by a $6.1 million decrease in costs of installation revenue, a $3.0 million decrease in cost of service revenue, and a $1.5 million decrease in cost of electricity revenue.

Total cost of revenue increased by $67.0 million, or 14.4%, for the six months ended June 30, 2025, compared to the same period in the prior year. The increase was driven by a $61.2 million increase in cost of product revenue, a $11.9 million increase in costs of installation revenue, and a $0.5 million increase in cost of electricity revenue, partially offset by a $6.6 million decrease in cost of service revenue.

Cost of Product Revenue

Cost of product revenue increased by $37.4 million, or 23.2%, and by $61.2 million, or 22.1%, for the three and six months ended June 30, 2025, respectively, compared to the same periods in the prior year. Product cost rose mainly due to an increase in the volume of sales, partially offset by ongoing improvements in manufacturing efficiency and automation that reduced material, labor, and overhead costs.

Cost of Installation Revenue

Cost of installation revenue decreased by $6.1 million, or 13.7%, for the three months ended June 30, 2025, and increased by $11.9 million, or 19.9%, for the six months ended June 30, 2025, compared to the same periods in the prior year. These fluctuations were primarily driven by the timing of achieving key project milestones on sites requiring installations services by us during the second quarter and the first half of fiscal year 2025, respectively.

Cost of Service Revenue

Cost of service revenue decreased by $3.0 million, or 5.7%, and by $6.6 million, or 6.1%, for the three and six months ended June 30, 2025, respectively, compared to the same periods in the prior year. The decrease was primarily driven by: (1) a reduction in the deployment of field replacement units, contributing to cost savings of $9.4 million and $15.8 million, respectively; (2) lower rework and production costs; and (3) our cost reduction efforts to manage fleet optimizations. These reductions were partially offset by: (a) an increase in maintenance material costs of $1.4 million and $2.8 million, respectively; (b) higher repair and overhaul expenses of $4.1 million and $7.4 million, respectively, due to the older fleet of the Energy Server systems requiring more service, partially mitigated by the repowering of our PPA and Managed Services portfolios.

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 decreased by $1.5 million, or 16.0%, for the three months ended June 30, 2025, and increased by $0.5 million, or 2.6%, for the six months ended June 30, 2025, compared to the same periods in the prior year. The decrease for the three months ended June 30, 2025, was attributed mainly to reduced straight-line electricity revenue following the repowering of certain Managed Services related sites. The increase for the six months ended June 30, 2025, was mainly due to redeploying assets for our partner to enable a one-time settlement of a customer contract, partially offset by the reduction in the number of installed units.

Gross Profit (Loss) and Gross Margin

(dollars in thousands)

42

Total Gross Profit

Total gross profit increased by $38.6 million in the three months ended June 30, 2025, compared to the same period in the prior year. The increase was primarily due to (1) a $32.9 million increase in product gross profit, predominantly driven by an increase in demand for our products, and our continued efforts to reduce material, labor, and overhead costs through enhanced manufacturing processes and increased automation and (2) a $4.9 million increase in service gross profit due to our efforts to manage fleet optimizations. There were no material fluctuations in installation gross loss and electricity gross profit.

Total gross profit increased by $89.2 million in the six months ended June 30, 2025, compared to the same period in the prior year. The increase was primarily due to (1) a $67.6 million increase in product gross profit, predominantly driven by an increase in demand for our products, improved product pricing, and our continued efforts to reduce material, labor, and overhead costs through enhanced manufacturing processes and increased automation, (2) a $11.0 million increase in electricity gross profit due to a one-time settlement of a customer contract after redeploying assets for our partner, (3) a $5.6 million increase in service gross profit due to our efforts to proactively manage fleet optimizations, and (4) a $5.0 million improvement in installation gross loss due to timing of achieving key project milestones on sites requiring installations services by us during the first half of fiscal year 2025.

Product Gross Profit

Product gross profit increased by $32.9 million and $67.6 million for the three and six months ended June 30, 2025, respectively, compared to the same periods in the prior year. This increase was primarily driven by (1) an increase in demand for our products and (2) our continued efforts to reduce material, labor, and overhead costs through enhanced manufacturing processes and increased automation.

Installation Gross Loss

Installation gross loss improved by $0.7 million and $5.0 million for the three and six months ended June 30, 2025, respectively, compared to the same periods in the prior year. The changes for the periods were primarily driven by (1) the timing of achieving key project milestones on sites requiring installations services by us during the second quarter and the first half of fiscal year 2025, respectively and (2) other site related factors such as site complexity, size, local ordinance requirements, and location of the utility interconnect.

Service Gross Profit

Service gross profit improved by $4.9 million and $5.6 million for the three and six months ended June 30, 2025, respectively, compared to the same periods in the prior year.

The increase for the three months ended June 30, 2025, was primarily driven by: (1) a reduction in the deployment of field replacement units, contributing to cost savings of $9.4 million; (2) a $2.0 million increase in revenue from maintenance contracts associated with our fleet of Energy Server systems; (3) lower rework and production costs, and (4) our cost reduction efforts to proactively manage fleet optimizations. The increase was partially offset by: (a) higher repair and overhaul expenses of $4.1 million due to the older fleet of the Energy Server systems requiring more service, partially mitigated by the repowering of our PPA and Managed Services portfolios in current and previous periods; (b) an increase in maintenance material costs of $1.4 million; and (c) an increase in inventory provision of $1.0 million.

The increase for the six months ended June 30, 2025, was primarily driven by: (1) a reduction in the deployment of field replacement units, contributing to cost savings of $15.8 million, (2) lower rework and production costs, which declined by $1.3 million, and (3) our cost reduction efforts to proactively manage fleet optimizations. The increase was partially offset by: (a) higher repair and overhaul expenses of $7.4 million, due to the aging fleet of the Energy Server systems requiring more service, partially mitigated by the repowering of our PPA and Managed Services portfolios in current and previous periods; (b) an increase in maintenance material costs of $2.8 million; and (c) a $0.7 million increase in product performance guarantee costs, reflecting the effects of fleet depreciation.

Electricity Gross Profit

Electricity gross profit increased by $0.1 million and $11.0 million for the three and six months ended June 30, 2025, respectively, compared to the same periods in the prior year. The increase for the six months ended June 30, 2025, was predominantly due to a one-time settlement of a customer contract after redeploying assets for our partner. The year over year change for the three months ended June 30, 2025, was immaterial.

Operating Expenses

(dollars in thousands)

(dollars in thousands)

Total Operating Expenses

Total operating expenses increased by $19.0 million and $39.7 million for the three and six months ended June 30, 2025, respectively, compared to the same periods in the prior year. This increase was primarily attributable to the following factors:(1) employee compensation and benefits, which increased by $14.7 million and $31.3 million, respectively, largely due to higher stock-based compensation and bonus-related expenses; (2) consulting, advisory, and professional services costs increased by $2.6 million and $5.0 million, respectively, reflecting increased use of external resources to support marketing initiatives and finance team; (3) computer equipment costs, which increased by $1.3 million and $2.8 million, respectively, primarily due to increased spending on hardware and software maintenance; (4) facilities costs, which increased by $1.2 million and $1.3 million, respectively, predominantly due to higher utility expenses, partially offset by lower rent and common area maintenance costs; (5) consumable laboratory supplies and other lab-related costs, which increased by $1.0 million and $1.8 million, respectively, reflecting expanded research activities; (6) travel and entertainment expenses increased by $0.7 million and $1.1 million, respectively, due to higher in-person engagement and event participation; and (7) depreciation expenses, which increased by $0.3 million and $1.1 million, respectively. These increases were partially offset by (a) a reduction in office expenses of $0.8 million and $2.3 million, predominantly related to lower factoring and financing fees as well as reduced corporate insurance costs; and (b) a decrease in other operating expenses of $1.8 million and $2.3 million for the three and six months ended June 30, 2025, respectively.

Research and Development

Research and development expenses increased by $3.4 million and $8.5 million for the three and six months ended June 30, 2025, respectively, compared to the same periods in the prior year. The increase was primarily driven by: (1) employee compensation and benefits, which increased by $3.6 million and $7.6 million, respectively, largely due to higher stock-based compensation and bonus-related expenses, (2) consumable laboratory supplies and other lab-related costs, which increased by $0.7 million and $1.5 million, reflecting expanded research activities, and (3) computer equipment costs, which increased by $0.4 million and $0.8 million, respectively, primarily due to increased spending on hardware and software maintenance. These increases were partially offset by (a) a decrease in other research and development expenses of $0.8 million and $1.8 million for the three and six months ended June 30, 2025, respectively, and (b) a reduction in consulting, advisory, and professional services costs of $0.5 million for the three months ended June 30, 2025.

Sales and Marketing

Sales and marketing expenses increased by $6.2 million and $14.8 million for the three and six months ended June 30, 2025, respectively, compared to the same periods in the prior year. The increase was primarily attributable to the following factors: (1) employee compensation and benefits increased by $4.0 million and $10.0 million, respectively, largely driven by higher stock-based compensation and bonus expenses, (2) consulting, advisory, and professional services costs increased by $1.0 million and $2.9 million, reflecting increased use of external resources to support marketing initiatives, (3) travel and entertainment expenses grew by $0.6 million and $0.8 million, respectively, due to higher in-person engagement and event participation, and (4) office and other expenses increased by $0.1 million and $0.5 million, primarily due to higher subscription and software-related costs.

General and Administrative

General and administrative expenses increased by $9.4 million and $16.3 million for the three and six months ended June 30, 2025, respectively, compared to the same periods in the prior year. The increase was primarily driven by: (1) employee compensation and benefits, which increased by $7.0 million and $13.6 million, respectively, primarily due to higher stock- based compensation expenses driven by new equity awards granted to our executives, including the Chief Executive Officer on December 18, 2024, and was partially offset by lower bonus expenses, (2) consulting, advisory, and professional services costs, which increased by $2.1 million and $2.0 million, respectively, reflecting greater use of external resources to support finance team, (3) facilities costs, which increased by $1.0 million and $1.1 million, respectively, primarily due to higher utility expenses, partially offset by lower rent and common area maintenance costs, (4) computer equipment costs, which increased by $0.8 million and $1.9 million, respectively, driven by higher spending on hardware and software maintenance, and (5) depreciation expenses, which increased by $0.4 million and $1.1 million, respectively. These increases were partially offset by (a) a reduction in office expenses of $0.9 million and $2.8 million, predominantly related to lower factoring and financing fees as well as reduced corporate insurance costs, and (b) a decrease in other general and administrative expenses of $1.1 million and $0.7 million for the three and six months ended June 30, 2025, respectively.

Stock-Based Compensation

(dollars in thousands)

(dollars in thousands)

Total stock-based compensation expense for the three months ended June 30, 2025, increased by $10.8 million compared to the same period in the prior year. This increase was primarily attributable to a $10.4 million increase in expense related to performance stock units (PSUs) and restricted stock units (RSUs). The higher expense was mainly driven by (1) new equity awards granted to both executive and non-executive employees, including new awards for our CEO granted on December 18, 2024, and (2) an increase in Bloom’s share price.

Total stock-based compensation expense for the six months ended June 30, 2025, increased by $24.1 million compared to the same period in the prior year. This increase was primarily attributable to an increase of stock-based compensation related to PSUs and RSUs of $21.3 million, an increase in stock-based compensation costs related to the 2018 ESPP of $3.2 million, and an increase of stock-based compensation costs related to stock options of $1.4 million, partially offset by a $1.8 million consisting of capitalized stock-based compensation expenses and stock-based compensation cash component. The increase was primarily driven by (1) new awards for our CEO granted on December 18, 2024, (2) increase in a number of granted RSUs provided to all employees of the Company starting fiscal year 2025, (3) an increase in Bloom’s share price, and (4) an increase in contributions to 2018 ESPP.

Other Income and Expense

(in thousands)

Interest Income

Interest income is derived from investment earnings on our cash balances, primarily from money market funds. The increase in interest income of $0.2 million and $1.2 million for the three and six months ended June 30, 2025, respectively, compared to the same periods in the prior year, was primarily due to an increase in average cash balances in our money market funds for the respective periods.

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 approximately $1.0 million and $1.0 million for the three and six months ended June 30, 2025, respectively, compared to the same periods in the prior year. The decrease was primarily driven by lower interest expense of $2.8 million and $5.6 million, respectively, associated with our managed services agreements. These reductions were partially offset by higher interest expense of $1.8 million and $4.5 million, respectively, related to our debt.

The increase in interest expense related to our debt was primarily attributable to (a) the issuance of the 3.0% Green Notes due June 2029 on May 29, 2024, and (b) the subsequent issuance of an additional $115.7 million in aggregate principal amount of these notes as part of the Debt Exchange (see Part II, Item 8, Note 7 — Outstanding Loans and Security Agreements, section Convertible Senior Notes Debt Exchange of this Quarterly Report on Form 10-Q), together contributing an increase in interest expense of $2.9 million and $6.6 million for the three and six months ended June 30, 2025, respectively. The increase was partially offset by (i) the partial repurchase of the 2.5% Green Notes on May 29, 2024, and (ii) the derecognition of $112.8 million in aggregate principal amount of the 2.5% Green Notes as part of the Debt Exchange, which together resulted in a reduction in interest expense of $1.1 million and $2.1 million, respectively.

Other Income (Expense), net

Other income (expense), net is primarily derived from foreign currency transactions and other income related to managed services transactions. Other income (expense), net for the three months ended June 30, 2025, improved by $3.4 million, as compared to the prior year period, primarily as a result of foreign currency transactions. Other income (expense), net for the six months ended June 30, 2025, improved by $6.6 million, as compared to the prior year period, primarily as a result of a decrease in loss from foreign currency transactions of $4.3 million and a $2.6 million other income related to managed services transactions.

Loss on extinguishment of debt

Loss on extinguishment of debt for the three and six months ended June 30, 2025, was $32.3 million, which was recognized as a result of the Debt Exchange transaction settled on May 13, 2025 (refer to Part I, Item 1, Note 7 — Outstanding Loans and Security Agreements, section Convertible Senior Notes Debt Exchange).

Loss on extinguishment of debt for the three and six months ended June 30, 2024, was $27.2 million, which was recognized as a result of partial repurchase on May 29, 2024, of the 2.5% Green Notes, and consisted of repayment of the 22.6% premium of $26.0 million and the write-off of $1.2 million in debt issuance costs.

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 EPP 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 six months ended June 30, 2025, as compared to the prior year period, was immaterial.

Income Tax Provision

(dollars in thousands)

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 six months ended June 30, 2025, increased by $0.2 million and $1.1 million, respectively, compared to the same periods in the prior year. The changes were primarily due to fluctuations in the effective tax rates on income earned by international entities.

Net Income Attributable to Noncontrolling Interests

(dollars in thousands)

Net 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”).

Net income attributable to noncontrolling interests for the three and six months ended June 30, 2025, decreased by $0.2 million and $0.8 million, respectively, compared to the same periods in the prior year, due to a decrease in income allocated to our noncontrolling interest related to Korean JV, our consolidated VIE.

Critical Accounting Policies and Estimates

The unaudited 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 unaudited 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 unaudited 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;
• Valuation of Assets and Liabilities of the SK ecoplant Strategic Investment;
• Modification of Performance-Based Stock Unit Awards;
• Income Taxes; and
• Principles of Consolidation.

Part II, Item 7, Management’s Discussion and Analysis of Financial Condition and Results of Operation in our 2024 Form 10-K, provides a more complete discussion of our critical accounting policies and estimates. During the six months ended June 30, 2025, there were no significant changes to our critical accounting policies and estimates.

There were no significant changes to our quantitative and qualitative disclosures about market risk during the six months ended June 30, 2025. Please refer to Part II, Item 7A, Quantitative and Qualitative Disclosures about Market Risk included in our 2024 Form 10-K, for a more complete discussion of the market risks we consider.

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 Accounting Officer (our Acting 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 Accounting 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 June 30, 2025. Based on such an evaluation, our Chief Executive Officer and Chief Accounting Officer have concluded that as of June 30, 2025, our disclosure controls and procedures were effective.

Changes in Internal Control over Financial Reporting

During the three months ended June 30, 2025, 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 2024 Form 10-K.

Other than as set forth below which have been updated to account for recent developments, there have been no material changes from the risk factors disclosed in Item 1A of our 2024 Form 10-K.

Our business currently benefits from the availability of rebates, tax credits and other financial programs and incentives, and changes to such benefits could cause our revenue to decline and harm our financial results.

We utilize governmental rebates, tax credits, and other financial incentives to lower the effective price of our products to customers in the U.S. and Japan, India, Republic of Korea, and Taiwan (collectively, our “Asia Pacific region”).

The U.S. federal government and some state and local governments provide incentives to current and future end users and purchasers of our solutions in the form of rebates, tax credits and other financial incentives, such as system performance payments and payments for renewable energy credits associated with renewable energy generation. Our solutions have qualified for tax exemptions, incentives, or other customer incentives in many states. Some states have utility procurement programs, Renewables Portfolio Standards (“RPSs”) or Clean Energy Standards (“CESs”) for which our technologies are eligible; our solutions may not be eligible for other RPSs and CESs, particularly when fueled in whole or in part with natural gas. Financiers and Equity Investors (as defined below) may also take advantage of these financial incentives, lowering the cost of capital and energy to our customers.

For example, many of our installations in California interconnect with investor-owned utilities on FC NEM tariffs. FC NEM tariffs were available for new California installations until December 31, 2023. To remain eligible for those FC NEM tariffs, installations currently on those tariffs will be required to meet greenhouse gas emissions standards that are intended to support operations at a rate that is the same or better than the grid resources they are displacing. Other generally applicable tariffs are available for customers deploying fuel cells, and do not impose greenhouse gas standards. If, and when, installations cannot meet any applicable GHG standards, there are alternative tariffs available for our customers. If the cost to remain on the FC NEM tariffs increase significantly or suitable alternatives are not available, it may negatively impact our existing customer base and future demand for our products. Additionally, the uncertainty regarding requirements for service under any of these tariffs could negatively impact the perceived value of, or risks associated with, our products, which could also negatively impact demand.

Under the IRA, the U.S. federal government offers certain federal tax benefits, including the Production Tax Credit under Section 45 of the Internal Revenue Code (the “PTC”) and the Investment Tax Credit under Section 48 of the Internal Revenue Code (the “ITC”), both of which are succeeded by “technology-neutral” versions set forth in Sections 45Y and 48E, respectively. After December 31, 2024, our fuel cell Energy Server systems operating on natural gas or a non-zero carbon fuel became ineligible for the ITC under the IRA, except to the extent eligible fuel cell property was properly safe harbored prior to December 31, 2024, under the applicable federal tax guidance rules. On July 4, 2025, the US federal government enacted the OBBBA, which restored the federal ITC for applicable fuel cell property for projects beginning construction after December 31, 2025, at a 30% rate through 2033, regardless of the level of emissions from the fuel cell property. Accelerated depreciation for our fuel cell property was also restored under the OBBBA. These federal tax benefits under both the IRA and the OBBBA have certain legal and operational requirements. There may be uncertainty as to how such requirements promulgated under the IRA and the OBBBA are interpreted. If IRS guidance regarding implementation of the IRA or the OBBBA is viewed by investors as unclear, tax credit financing may be delayed or downsized, harming our ability to secure financing for customers. Our failure to either (i) interpret the new requirements under the IRA and the OBBBA regarding among other things, prevailing wage, apprenticeship, domestic content, siting in an “energy community,” “prohibited foreign entities” or “material assistance” from “prohibited foreign entities” accurately or (ii) adequately update our supply-chain, manufacturing, installation, and record- keeping processes to meet such requirements, may result a partial or full reduction in the related federal tax benefit, and our customers, financiers and equity investors may require us to indemnify them for certain of such reductions. Changes in federal tax benefits over time also may affect our future performance.

Some countries outside the U.S. also provide incentives to current and future end users and purchasers of our solutions. For example, in the Republic of Korea, RPSs and CESs are in place to promote the adoption of renewable, low- or zero-carbon power generation. The Korean RPSs were replaced in 2023 with the Clean Hydrogen Portfolio Standard (“CHPS”). This may impact the demand for our products in the Republic of Korea. Initially, we do not expect the CHPS to require 100% hydrogen as a feedstock for fuel cell projects.

Changes in the availability of rebates, tax credits, and other financial programs and incentives could reduce demand for our products, impair sales financing, and adversely impact our business results. Additionally, these incentives and procurement programs or obligations may expire on a particular date, end when the allocated funding is exhausted, or be reduced or terminated as a matter of regulatory or legislative policy. The continuation of these programs and incentives depends upon continued political support.

Expanding operations internationally could expose us to additional risks.

Although we currently operate primarily in the U.S., we continue to expand our business internationally. We currently have operations in the Asia Pacific region and Europe. Our international operations subject our business to additional risks, including:

• increased complexity and costs of managing international operations;
• conformity with applicable business customs, including translation into foreign languages and associated expenses;
• lack of availability of government incentives and subsidies;
• financing challenges for our customers;
• potential changes to our established business model, including installation and/or service challenges that we may have not encountered before;
• cost of alternative power sources, which could be meaningfully lower outside the U.S.;
• availability and cost of natural gas;
• variability in gas specifications from jurisdiction to jurisdiction;
• effects of adverse changes in currency exchange rates and rising interest rates;
• difficulties in staffing and managing foreign operations in an environment of diverse culture, laws and regulations, and customers, and the increased travel, infrastructure, and legal and compliance costs associated with international operations;
• our ability to develop and maintain relationships with suppliers and other local businesses;
• compliance with product safety requirements and standards;
• our ability to obtain business licenses that may be needed in international locations to support expanded operations;
• compliance with local laws and regulations and unanticipated changes in local laws and regulations, including tax laws and regulations;
• challenges in managing taxation in cross-border transactions;
• greater difficulties in securing or enforcing our intellectual property rights in certain jurisdictions;
• difficulties in enforcing contracts in certain jurisdictions;
• risk of nationalization or other expropriation of private enterprises;
• trade barriers such as export requirements, tariffs, taxes, local content requirements, anti-dumping regulations and requirements, and other restrictions and expenses, which could increase the effective price of our products and make us less competitive in some countries or increase the costs to perform under our existing contracts;
• difficulties in collecting payments in foreign currencies and associated foreign currency exposure;
• restrictions on repatriation of earnings;
• risk of actions taken unilaterally by a foreign government or government owned entity that could adversely affect or limit our customers’ use of our products or our customers’ or our ability to perform under our customer contracts, increase the potential for customer disputes, increase our costs or adversely impact our profitability;
• natural disasters (including as a result of climate change), acts of war or terrorism, regional conflicts, and public health emergencies; and
• adverse social, political and economic conditions, including inflation, a recessionary environment, and disruptions in capital markets.

We utilize a sourcing strategy that emphasizes global procurement of materials that have direct or indirect dependencies upon a number of vendors with operations in the Asia Pacific region. Physical, regulatory, technological, market, reputational, and legal risks related to climate change in these regions and globally are increasing in impact and diversity and the magnitude of any short-term or long-term adverse impact on our business or results of operations remains unknown. The physical impacts of climate change, including as a result of certain types of natural disasters occurring more frequently or with more intensity or changing weather patterns, could disrupt our supply chain, result in damage to or closures of our facilities, and could otherwise have an adverse impact on our business, operating results and financial condition. In addition, the war in Ukraine resulted in increased sanctions that affected the price of raw materials used in our products, which had and could continue to have an adverse impact on our operating results.

Our cross-border transactions and international operations are subject to complex foreign and U.S. laws and regulations, including anti-bribery and corruption laws, antitrust or competition laws, data privacy laws, such as the GDPR, and environmental regulations, accounting standards, among others. In particular, recent years have seen a substantial increase in anti-bribery law enforcement activity by U.S. regulators, and we currently operate and seek to operate in many parts of the world that are recognized as having greater potential for corruption. Violations of any of these laws and regulations could result in fines and penalties, criminal sanctions against us or our employees, prohibitions on the conduct of our business and on our ability to offer our products and services in certain geographies, and significant harm to our business reputation. Our policies and procedures to promote compliance with these laws and regulations and to mitigate these risks may not protect us from all acts committed by our employees or third parties, including contractors, agents, services partners, strategic partners or distributors. To the extent violations of foreign and U.S. laws and regulations by such third parties impact their ability to perform under contracts with us, our operations and financial results could be materially adversely affected. Additionally, the costs of complying with these laws (including the costs of investigations, auditing and monitoring) could adversely affect our current or future business.

The success of our international sales and operations will depend, in large part, on our ability to anticipate and manage these risks effectively. Our failure to manage any of these risks could harm our international operations, reduce our international sales, and could give rise to liabilities, costs or other business difficulties that could adversely affect our operations and financial results.