Bloom Energy Corporation

Natural and catastrophic events · Pandemic and public health crises

If a new health epidemic or outbreak were to occur, we could experience broad and varied effects similar to the impact of COVID-19, including adverse impacts to our workforce and supply chain, inflationary pressures and increased costs, schedule or production delays.

Geopolitical and trade · International conflicts and tensions

Geopolitical events and conditions could adversely affect our business, financial condition and operating results... Trade tensions have risen between the U.S. and China. China as a country supplies multiple components including rare earth metals and compounds used in electronic and electromechanical components.

Geopolitical and trade · Government funding and budget changes

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.

Economic and market conditions · Market volatility and financial crises

The stock price of our common stock has been and may continue to be volatile... The market price of our common stock has been and may continue to be volatile. In addition to factors discussed in this Risk Factors section, the market price of our common stock may fluctuate significantly in response to numerous variables.

Capital structure and performance · Financial performance volatility

We have incurred significant losses in the past and we may not be profitable in future periods... As of December 31, 2025, we had an accumulated deficit of $4.0 billion.

Capital structure and performance · Debt management and refinancing

Our indebtedness, and restrictions imposed by the agreements governing our outstanding indebtedness, may limit our financial and operating activities... Given our substantial level of indebtedness, it may be difficult for us to secure additional debt financing at an attractive cost.

Legal and litigation · Litigation and legal proceedings

Litigation or administrative proceedings could have a material adverse effect on our business, financial condition and results of operations... Unfavorable outcomes, including adverse judgments for monetary damages, injunctions, or denial or revocation of permits, could have a material adverse effect on our business.

Industry regulation · Professional standards and certifications

Our products may not be successful if we are unable to maintain alignment with evolving industry standards and requirements... If market acceptance of our products is reduced or delayed or the standards-setting organizations or legislative or regulatory authorities fail to develop timely, commercially viable standards that support our products, our business would be harmed.

Tax and financial reporting · Tax compliance and changes in tax law

Under the IRA, the U.S. federal government offers certain federal tax benefits, including the Production Tax Credit under Section 45... 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.

Data and privacy · Data protection and privacy laws

We increasingly rely on the collection, processing, storage, sharing, and analysis of large volumes of data that requires strong data governance... Failure to comply with those requirements, or to appropriately govern the use of sharing of data could result in regulatory investigations fines, penalties, or litigation.

Industry regulation · Regulatory compliance and changes

Deployment of our fuel cell products can be affected by interconnection requirements, export tariff arrangements and utility tariff requirements that are each subject to change... Changes in the availability of, or benefits offered by, utility tariffs, the applicable net metering requirements or interconnection agreements could adversely affect the demand for our Energy Server systems.

Innovation and product development · Intellectual property protection and infringement

Our inability to effectively protect and enforce our intellectual property rights may undermine our competitive position, and litigation to protect our intellectual property rights may be costly... Policing unauthorized use of proprietary technology can be difficult and expensive.

Market position and competition · Market cyclicality and demand volatility

Distributed energy generation and hydrogen production are still emerging markets. It is uncertain whether potential customers will embrace distributed generation or hydrogen production in general, or our solutions in particular... If the market for our solutions does not continue to develop as we anticipate, our business will be harmed.

Customer and revenue · Customer concentration and key customer dependence

Our AI customer mix is increasing due to the continued adoption of AI tools, and the resulting growth in AI data centers and their resulting power needs to support our business expansion. Slower expansion of AI data centers due to actual or perceived deceleration in AI adoption or other factors could have an adverse impact on our business, financial condition and results of operations.

Project and contract management · Project execution and delivery risks

Our sales cycle is typically 8 to 12 months but can vary considerably... The lengthy sales and installation cycles are subject to a number of significant risks, some of which are outside of our control. Due to the long sales and installation cycles, we may expend significant resources without being certain of generating a sale.

Core operations · Capacity utilization and efficiency

Our future success depends in part on our ability to increase production capacity for our products... If we are unable to expand our manufacturing facilities or develop our existing facilities to achieve the production throughput necessary to achieve our targeted production rate in a timely manner, we may be unable to further scale our business.

Core operations · Quality control and product defects

If our products contain manufacturing defects, our business and financial results could be harmed... Any design or manufacturing defects or other failures of our products, including catastrophic or pervasive product failures, could cause us to incur significant costs, a large field recall, divert the attention of our engineering personnel from product development efforts.

Supply chain and procurement · Raw material availability and cost volatility

Deployment of our Energy Server systems relies on fuel supply and fuel specification requirements, which are subject to change... Adverse fuel supply constraints or fuel outside of our fuel specifications may delay or prevent the deployment of our Energy Server systems.

Cybersecurity and data protection · Data breaches and cyber attacks

Our internal computer systems, and those of our third-party providers, may fail or suffer from events beyond our control, including security breaches and other cybersecurity events... In addition, cyber-attacks could extract Confidential Information and such attacks could also include the deployment of harmful malware, ransomware, digital extortion, business email compromises and denial-of-service attacks.

Corporate governance · Shareholder rights and activism

Provisions in our charter documents and under Delaware law could make an acquisition of us more difficult, limit stockholders' rights, and limit the market price of our common stock... Provisions in our restated certificate of incorporation and amended and restated bylaws may have the effect of delaying or preventing a change of control or changes in our management.