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Bloom Energy annual report

Filed with the US Securities and Exchange Commission

10-K

The latest annual report covers the year to 31 Dec 2025, filed on 9 Feb 2026.

Read the 10-K on SEC.gov ↗

Five-year highlights

In USD.

FY2025FY2024FY2023FY2022FY2021
Revenue$2.02bn$1.47bn$1.33bn$1.20bn$972.2m
Operating income$72.8m$22.9m−$216.1m−$264.4m−$123.6m
Net income−$88.4m−$29.2m−$302.1m−$301.4m−$164.4m
Free cash flow$57.2m$33.1m−$456.3m−$308.5m−$110.5m
Total assets$4.40bn$2.66bn$2.41bn$1.95bn$1.73bn
Shareholders' equity$768.6m$562.5m$502.1m$340.8m−$44.3m

Revenue by business

Year to 31 Dec 2025

  • Product $1.53bn · 76.5%
  • Service $228.3m · 11.4%
  • Installation $204.1m · 10.2%
  • Electricity $38.0m · 1.9%

From the 2025 annual report

As filed, for the year to Dec. 31, 2025. A later report may be linked above: this is the newest our data supplier has processed.

As filed
Document
10-K
Registrant
BLOOM ENERGY CORPORATION
Fiscal year end
Dec. 31, 2025
Listed on
NYSE
Filer category
Large Accelerated Filer
Auditor
Deloitte & Touche LLP
Auditor location
San Jose, California
Income statement USD ($) shares in Thousands, $ in Thousands
Dec. 31, 2025Dec. 31, 2024Dec. 31, 2023
Total revenue[1]2,023,9941,473,8561,333,470
Total cost of revenue[2]1,436,5941,069,2081,135,676
Gross profit—587,400404,648197,794
Research and development—185,993148,629155,865
Sales and marketing—130,22868,00589,961
General and administrative[3]198,377165,105160,875
Total operating expenses—514,598381,739406,701
Income (loss) from operations—72,80222,909-208,907
Interest income—34,07025,34219,885
Interest expense[4]-53,888-62,636-108,299
Equity in loss of unconsolidated affiliates[5]-40,42100
Other income (expense), net—2,15115,904-2,793
Loss on extinguishment of debt—-32,340-27,182-4,288
Debt conversion inducement expense—-66,24100
Loss on revaluation of embedded derivatives—-537-694-1,641
Loss before income taxes—-84,404-26,357-306,043
Income tax provision—2,7368461,894
Net loss—-87,140-27,203-307,937
Less: Net income (loss) attributable to noncontrolling interest—1,2942,024-5,821
Net loss attributable to common stockholders—-88,434-29,227-302,116
Net loss per share available to common stockholders, basic (in dollars per share)—-0.37-0.13-1.42
Net loss per share available to common stockholders, diluted (in dollars per share)—-0.37-0.13-1.42
Weighted average shares used to compute net loss per share available to common stockholders, basic (in shares)—240,402227,365212,681
Weighted average shares used to compute net loss per share available to common stockholders, diluted (in shares)—240,402227,365212,681
Total revenue[1]1,531,2811,085,153975,245
Total cost of revenue[2]992,841685,847630,105
Total revenue[1]204,068122,31892,796
Total cost of revenue[2]205,946129,446105,735
Total revenue[1]228,295213,542183,065
Total cost of revenue[2]205,389214,961220,927
Total revenue[1]60,35052,84382,364
Total cost of revenue[2]32,41838,954178,909
[1] Including related party revenue of $892.0 million, $338.6 million and $487.2 million for the years ended December 31, 2025, 2024 and 2023, respectively. [2] Including related party cost of revenue of $0.2 million and $0.1 million for the years ended December 31, 2024 and 2023, respectively. There was no related party cost of revenue for the year ended December 31, 2025. [3] Including related party general and administrative expenses of $0.4 million, $0.7 million and $0.8 million for the years ended December 31, 2025, 2024 and 2023, respectively. [4] Including related party interest expense of $0.1 million, $0.2 million and $0.1 million for the years ended December 31, 2025, 2024 and 2023, respectively. [5] Represent related party equity in loss of the Fund JVs (see Note 7—Investments in Unconsolidated Affiliates in this Annual Report on Form 10-K).———[1]Including related party revenue of $892.0 million, $338.6 million and $487.2 million for the years ended December 31, 2025, 2024 and 2023, respectively.[2]Including related party cost of revenue of $0.2 million and $0.1 million for the years ended December 31, 2024 and 2023, respectively. There was no related party cost of revenue for the year ended December 31, 2025.[3]Including related party general and administrative expenses of $0.4 million, $0.7 million and $0.8 million for the years ended December 31, 2025, 2024 and 2023, respectively.[4]Including related party interest expense of $0.1 million, $0.2 million and $0.1 million for the years ended December 31, 2025, 2024 and 2023, respectively.[5]Represent related party equity in loss of the Fund JVs (see Note 7—Investments in Unconsolidated Affiliates in this Annual Report on Form 10-K).
[1]Including related party revenue of $892.0 million, $338.6 million and $487.2 million for the years ended December 31, 2025, 2024 and 2023, respectively.
[2]Including related party cost of revenue of $0.2 million and $0.1 million for the years ended December 31, 2024 and 2023, respectively. There was no related party cost of revenue for the year ended December 31, 2025.
[3]Including related party general and administrative expenses of $0.4 million, $0.7 million and $0.8 million for the years ended December 31, 2025, 2024 and 2023, respectively.
[4]Including related party interest expense of $0.1 million, $0.2 million and $0.1 million for the years ended December 31, 2025, 2024 and 2023, respectively.
[5]Represent related party equity in loss of the Fund JVs (see Note 7—Investments in Unconsolidated Affiliates in this Annual Report on Form 10-K).
Balance sheet
Dec. 31, 2025
Balance Sheet ComponentsBalance Sheet ComponentsInventoriesThe components of inventory consist of the following (in thousands):December 31, 20252024Raw materials$351,757 $315,735 Work-in-progress125,036 79,601 Finished goods166,513 149,320 $643,306 $544,656 During the year ended December 31, 2025, we recorded a reserve of $19.7 million related to our Electrolyzer inventory as we ceased our efforts to market and sell the first-generation of the product. The affected inventory has no alternative use and is not expected to be sold or utilized in other programs. The related expenses were recognized within cost of product revenue in our consolidated statements of operations.The inventory reserves were $39.3 million and $15.9 million as of December 31, 2025 and 2024, respectively.Prepaid Expenses and Other Current AssetsPrepaid expenses and other current assets consist of the following (in thousands):December 31, 20252024 Prepaid hardware and software maintenance$6,327 $7,972 Interest receivable6,029 1,316 Prepaid corporate insurance5,182 6,774 Prepaid managed services4,705 5,230 Tax receivables4,509 4,981 Prepaid deferred commissions3,049 1,123 Receivables from employees2,507 3,259 Deferred expenses1,559 1,215 Prepaid workers compensation796 620 Deposits made376 348 Prepaid medical insurance232 177 Other prepaid expenses and other current assets14,534 13,188 $49,805 $46,203 Property, Plant and Equipment, NetProperty, plant and equipment, net, consists of the following (in thousands):December 31, 20252024 Vehicles, machinery and equipment$203,731 $200,004 Energy Server systems165,629 165,629 Leasehold improvements129,665 122,413 Construction-in-progress83,067 86,731 Buildings53,156 53,221 Computers, software and hardware34,761 33,910 Furniture and fixtures11,090 10,943 681,099 672,851 Less: accumulated depreciation(282,592)(269,376)$398,507 $403,475 Depreciation expense related to property, plant and equipment was $50.6 million, $53.0 million and $62.6 million for the years ended December 31, 2025, 2024, and 2023, respectively.Depreciation expense for property, plant and equipment under operating leases by PPA V (sold in August 2023) was $10.9 million for the year ended December 31, 2023. There was no depreciation expense for such assets for the years ended December 31, 2025 and 2024.PPA V RepoweringIn August 2023, we started a project (the “PPA V Repowering”) to replace 37.1 megawatts of the Energy Server systems (the “old PPA V Energy Servers”) at PPA V with current generation Energy Server systems (the “new PPA V Energy Servers”). The replacement was completed in the first quarter of fiscal year 2024. For additional information, see Note 11—Portfolio Financings in this Annual Report on Form 10-K.Assets Buyout and RepoweringIn fiscal year 2024 we terminated certain of our legacy Managed Services Agreements, previously recorded as failed sale and lease-back transactions upon inception and bought back the old Energy Server systems from the respective legacy financiers. Total cost of Energy Server systems bought back was $144.1 million. For failed sale and lease-back transactions termination accounting, see Note 9—Leases in this Annual Report on Form 10-K.Title for certain Energy Server systems bought back in December 2024, was simultaneously transferred to a Bloom-owned special purpose vehicle (the “SPV”, “New Project Company”), subsequently sold to the new financier. Upon sale, we entered into the EPC Agreement and the O&M Agreement with the New Project Company. For additional information, see Note 11—Portfolio Financings in this Annual Report on Form 10-K.Impairment of AssetsIn fiscal year 2025, we recognized total impairment charges of $14.8 million, consisting of $2.1 million related to our Electrolyzer assets following our decision to cease efforts to market and sell the first‑generation product, and $12.7 million related to construction‑in‑progress associated with manufacturing and infrastructure assets and facilities supporting development and warehousing activities. In accordance with ASC 360, Property, Plant and Equipment, the impaired balances, all included in Construction-in-progress, were written down to their fair value. We recorded $11.8 million of the impairment loss within Cost of product revenue and $3.0 million within Research and development expenses.Other Long-Term AssetsOther long-term assets consist of the following (in thousands):December 31,20252024 Deferred commissions$19,109 $13,372 Deferred expenses8,111 8,776 Deferred financing costs3,412 — Deposits made3,001 3,123 Long-term lease receivable2,193 3,159 Deferred tax asset1,780 1,888 Prepaid managed services1,316 1,317 Prepaid and other long-term assets18,281 14,501 $57,203 $46,136 Accrued Warranty and Product Performance LiabilitiesAccrued warranty and product performance liabilities consist of the following (in thousands):December 31, 20252024 Product performance$16,791 $13,697 Product warranty3,222 2,862 $20,013 $16,559 Changes in the product warranty and product performance liabilities were as follows (in thousands):Balances at December 31, 2023$19,326 Accrued warranty, net and product performance liabilities 18,407 Product performance expenditures during the year(21,174)Balances at December 31, 202416,559 Accrued warranty, net and product performance liabilities 21,413 Product performance expenditures during the year(17,959)Balances at December 31, 2025$20,013 Accrued Expenses and Other Current LiabilitiesAccrued expenses and other current liabilities consist of the following (in thousands):December 31, 20252024 Compensation and benefits$97,571 $67,682 General invoice and purchase order accruals76,909 43,652 Accrued installation14,278 1,660 Sales-related liabilities12,031 4,714 Sales tax liabilities10,054 10,215 Accrued legal expenses2,599 1,198 Provision for income tax2,115 784 Accrued consulting expenses1,475 1,254 Finance lease liability1,370 981 Current portion of derivative liabilities1,353 482 Interest payable913 3,927 Accrued restructuring costs482 341 Interim VAT liability281 1,109 Other823 451 $222,254 $138,450 Preferred StockAs of December 31, 2025 and 2024, we had 20,000,000 shares of preferred stock authorized. 13,491,701 of these shares were previously designated as the Series B redeemable convertible preferred stock, par value $0.0001 per share (the “Series B RCPS”) and were converted to Class A common stock as of September 23, 2023, as a result of the SK ecoplant Second Tranche Closing. For additional information, please see Note 17—SK ecoplant Strategic Investment in this Annual Report on Form 10-K.The preferred stock had $0.0001 par value. There were no shares of preferred stock issued and outstanding as of December 31, 2025 and 2024.Conversion of Class B Common StockOn July 27, 2023, in accordance with our Restated Certificate of Incorporation, each share of our Class B common stock entitled to ten votes per share automatically converted into one share of our Class A common stock entitled to one vote per share.—————————————————————December 31,——————————————2025—————2024—————————————————Raw materials—————$351,757————$315,735—Work-in-progress—————125,036—————79,601——Finished goods—————166,513—————149,320————————$643,306————$544,656——————————————————————December 31,——————————————2025—————2024————————————————————————————————Prepaid hardware and software maintenance—————$6,327————$7,972—Interest receivable—————6,029—————1,316——Prepaid corporate insurance—————5,182—————6,774——Prepaid managed services—————4,705—————5,230——Tax receivables—————4,509—————4,981——Prepaid deferred commissions—————3,049—————1,123——Receivables from employees—————2,507—————3,259——Deferred expenses—————1,559—————1,215——Prepaid workers compensation—————796—————620——Deposits made—————376—————348——Prepaid medical insurance—————232—————177—————————————————Other prepaid expenses and other current assets—————14,534—————13,188————————$49,805————$46,203——————————————————————December 31,——————————————2025—————2024—————————————————Vehicles, machinery and equipment—————$203,731————$200,004—Energy Server systems—————165,629—————165,629——Leasehold improvements—————129,665—————122,413——Construction-in-progress—————83,067—————86,731——Buildings—————53,156—————53,221——Computers, software and hardware—————34,761—————33,910——Furniture and fixtures—————11,090—————10,943————————681,099—————672,851——Less: accumulated depreciation—————(282,592)—————(269,376)————————$398,507————$403,475——————————————————————December 31,——————————————2025—————2024—————————————————Deferred commissions—————$19,109————$13,372—Deferred expenses—————8,111—————8,776——Deferred financing costs—————3,412————————Deposits made—————3,001—————3,123——Long-term lease receivable—————2,193—————3,159——Deferred tax asset—————1,780—————1,888——Prepaid managed services—————1,316—————1,317——Prepaid and other long-term assets—————18,281—————14,501————————$57,203————$46,136——————————————————————December 31,——————————————2025—————2024—————————————————Product performance—————$16,791————$13,697—Product warranty—————3,222—————2,862———————————————————————$20,013————$16,559———————Balances at December 31, 2023——$19,326—Accrued warranty, net and product performance liabilities——18,407——Product performance expenditures during the year——(21,174)——Balances at December 31, 2024——16,559——Accrued warranty, net and product performance liabilities——21,413——Product performance expenditures during the year——(17,959)——Balances at December 31, 2025——$20,013——————————————————————December 31,——————————————2025—————2024—————————————————Compensation and benefits—————$97,571————$67,682—General invoice and purchase order accruals—————76,909—————43,652——Accrued installation—————14,278—————1,660——Sales-related liabilities—————12,031—————4,714——Sales tax liabilities—————10,054—————10,215——Accrued legal expenses—————2,599—————1,198——Provision for income tax—————2,115—————784——Accrued consulting expenses—————1,475—————1,254——Finance lease liability—————1,370—————981——Current portion of derivative liabilities—————1,353—————482——Interest payable—————913—————3,927——Accrued restructuring costs—————482—————341——Interim VAT liability—————281—————1,109——Other—————823—————451————————$222,254————$138,450—
items—————December 31,
items—————2025—————2024
Raw materials—————$351,757————$315,735—
Work-in-progress—————125,036—————79,601——
Finished goods—————166,513—————149,320——
items—————$643,306————$544,656—
items—————December 31,
items—————2025—————2024
Prepaid hardware and software maintenance—————$6,327————$7,972—
Interest receivable—————6,029—————1,316——
Prepaid corporate insurance—————5,182—————6,774——
Prepaid managed services—————4,705—————5,230——
Tax receivables—————4,509—————4,981——
Prepaid deferred commissions—————3,049—————1,123——
Receivables from employees—————2,507—————3,259——
Deferred expenses—————1,559—————1,215——
Prepaid workers compensation—————796—————620——
Deposits made—————376—————348——
Prepaid medical insurance—————232—————177——
Other prepaid expenses and other current assets—————14,534—————13,188——
items—————$49,805————$46,203—
items—————December 31,
items—————2025—————2024
Vehicles, machinery and equipment—————$203,731————$200,004—
Energy Server systems—————165,629—————165,629——
Leasehold improvements—————129,665—————122,413——
Construction-in-progress—————83,067—————86,731——
Buildings—————53,156—————53,221——
Computers, software and hardware—————34,761—————33,910——
Furniture and fixtures—————11,090—————10,943——
items—————681,099—————672,851——
Less: accumulated depreciation—————(282,592)—————(269,376)——
items—————$398,507————$403,475—
items—————December 31,
items—————2025—————2024
Deferred commissions—————$19,109————$13,372—
Deferred expenses—————8,111—————8,776——
Deferred financing costs—————3,412————————
Deposits made—————3,001—————3,123——
Long-term lease receivable—————2,193—————3,159——
Deferred tax asset—————1,780—————1,888——
Prepaid managed services—————1,316—————1,317——
Prepaid and other long-term assets—————18,281—————14,501——
items—————$57,203————$46,136—
items—————December 31,
items—————2025—————2024
Product performance—————$16,791————$13,697—
Product warranty—————3,222—————2,862——
items—————$20,013————$16,559—
Balances at December 31, 2023——$19,326—
Accrued warranty, net and product performance liabilities——18,407——
Product performance expenditures during the year——(21,174)——
Balances at December 31, 2024——16,559——
Accrued warranty, net and product performance liabilities——21,413——
Product performance expenditures during the year——(17,959)——
Balances at December 31, 2025——$20,013—
items—————December 31,
items—————2025—————2024
Compensation and benefits—————$97,571————$67,682—
General invoice and purchase order accruals—————76,909—————43,652——
Accrued installation—————14,278—————1,660——
Sales-related liabilities—————12,031—————4,714——
Sales tax liabilities—————10,054—————10,215——
Accrued legal expenses—————2,599—————1,198——
Provision for income tax—————2,115—————784——
Accrued consulting expenses—————1,475—————1,254——
Finance lease liability—————1,370—————981——
Current portion of derivative liabilities—————1,353—————482——
Interest payable—————913—————3,927——
Accrued restructuring costs—————482—————341——
Interim VAT liability—————281—————1,109——
Other—————823—————451——
items—————$222,254————$138,450—
Cash flow statement USD ($) $ in Thousands
Dec. 31, 2025Dec. 31, 2024Dec. 31, 2023
Net loss—-87,140-27,203-307,937
Depreciation and amortization—50,56653,04862,609
Non-cash lease expense—32,52035,89833,619
Equity in loss of unconsolidated affiliates, net of distributions[1]40,42100
Loss on disposal of property, plant and equipment—436161411
Revaluation of derivative contracts—5376941,641
Impairment of assets—12,6690130,088
Derecognition of loan commitment asset related to SK ecoplant Second Tranche Closing (Note 17)—0052,792
Stock-based compensation expense—139,40682,42484,480
Amortization of debt issuance costs—8,2486,7974,772
Loss on extinguishment of debt—32,34027,1824,288
Debt conversion inducement expense (Note 8)—66,24100
Net (gain) loss on failed sale-and-leaseback transactions—-827-17,390403
Share-based consideration payable to customer’s customer (Note 3)[2]15,94700
Allowance for credit losses—34000
Inventory reserve and other assets impairment—21,87700
Unrealized foreign currency exchange (gain) loss—-2,2903,756618
Other—-576947
Accounts receivable[3]-35,5257,133-89,888
Contract assets[4]-96,024-103,7965,361
Inventories—-119,212-44,527-231,689
Deferred cost of revenue[5]27,172-13,0701,655
Prepaid expenses and other assets[6]-3,6013,790-5,754
Other long-term assets[7]-11,0924,072-3,366
Operating lease right-of-use assets and operating lease liabilities[8]-33,447-36,675-32,801
Financing lease liabilities—2,5981,6441,011
Accounts payable[9]110,911-36,629-29,080
Accrued warranty[10]3,454-2,7671,994
Accrued expenses and other current liabilities[11]80,3378,662-13,785
Deferred revenue and customer deposits[12]-142,605139,868-42,635
Deferred profit with equity method investees and other long-term liabilities—-251-1,143-1,385
Net cash provided by (used in) operating activities—113,94991,998-372,531
Purchase of property, plant and equipment—-56,759-58,852-83,739
Proceeds from sale of property, plant and equipment—1317014
Investments in unconsolidated affiliates[13]-36,49100
Net cash used in investing activities—-93,119-58,782-83,725
Proceeds from issuance of debt—2,500,000402,500637,127
Payment of debt issuance costs—-62,712-12,761-19,736
Repayment of debt—-975,945-140,990-191,390
Purchase of capped call options related to convertible notes—00-54,522
Proceeds from financing obligations—01,7984,993
Repayment of financing obligations—-11,267-90,197-18,445
Distributions and payments to noncontrolling interest—00-2,265
Proceeds from issuance of common stock—59,12312,36716,945
Buyout of noncontrolling interest—00-6,864
Proceeds from issuance of redeemable convertible preferred stock—00310,957
Dividend paid—-947-1,4680
Contributions from noncontrolling interest—03,9586,979
Other—1500-35
Net cash provided by financing activities—1,508,402175,207683,349
Effect of exchange rate changes on cash, cash equivalent, and restricted cash—1,377-2,630-281
Net increase in cash, cash equivalents, and restricted cash—1,530,609205,793226,812
Beginning of period—950,971745,178518,366
End of period—2,481,580950,971745,178
Cash paid during the period for interest—49,53355,69949,929
Operating cash flows from operating leases—33,44736,41632,538
Operating cash flows from finance leases—3562591,097
Cash paid during the period for income taxes—1,7061,4241,455
Liabilities recorded for property, plant and equipment, net—3,7231,6479,297
Recognition of operating lease right-of-use asset during the year-to-date period—4,4092,93629,823
Recognition of finance lease right-of-use asset during the year-to-date period—2,9271,6441,011
Premium on convertible debt (Note 8)—28,24700
Induced Conversion of 3.0% Green Notes due June 2029 and 3.0% Green Notes due June 2028 (Note 8)—66,24100
Write-off of debt issuance costs upon induced conversion (Note 8)—18,69900
Derecognition of financing obligations—0101,6830
Conversion of redeemable convertible preferred stock—00310,484
Derecognition of the pre-modified forward contract fair value—0076,242
Equity component of redeemable convertible preferred stock—0016,145
Debt conversion inducement expense (Note 8)—66,200——
Induced Conversion of 3.0% Green Notes due June 2029 and 3.0% Green Notes due June 2028 (Note 8)—66,200——
Conversion of 2.5% Green Notes to common stock (Note 8)—2,23000
Notes/debt exchanged—112,76900
Notes/debt exchanged—115,72500
Debt conversion inducement expense (Note 8)—47,54200
Induced Conversion of 3.0% Green Notes due June 2029 and 3.0% Green Notes due June 2028 (Note 8)—47,54200
Payment of issuance costs related to redeemable convertible preferred stock—00-395
[1] Represent related party equity in loss of the Fund JVs (see Note 7—Investments in Unconsolidated Affiliates in this Annual Report on Form 10-K). [2] Represent related party non-cash consideration payable to customer’s customer (see Note 3—Revenue Recognition in this Annual Report on Form 10-K). [3] Including changes in related party balances of $58.4 million, $168.5 million and $257.8 million for the years ended December 31, 2025, 2024 and 2023, respectively [4] Including changes in related party balances of $51.0 million, $6.1 million and $6.9 million for the years ended December 31, 2025, 2024 and 2023, respectively. [5] Including changes in related party balances of $0.9 million and $0.9 million for the years ended December 31, 2024 and 2023, respectively. There were no changes in related party balances for the year ended December 31, 2025. [6] Including changes in related party balances of $1.0 million and $2.3 million for the years ended December 31, 2024 and 2023, respectively. There were no changes in related party balances for the year ended December 31, 2025. [7] Including changes in related party balances of $2.8 million, $0.3 million and $9.1 million for the years ended December 31, 2025, 2024 and 2023, respectively [8] The change in related party balances for the years ended December 31, 2025, 2024 and 2023, were inconsequential. [9] Including changes in related party balances of $0.1 million and $0.1 million for the years ended December 31, 2024 and 2023, respectively. There were no changes in related party balances for the year ended December 31, 2025. [10] Including changes in related party balances of $0.4 million, $0.1 million and $1.3 million for the years ended December 31, 2025, 2024 and 2023, respectively. [11] Including changes in related party balances of $4.0 million, $0.6 million and $3.4 million for the years ended December 31, 2025, 2024 and 2023, respectively. [12] Including changes in related party balances of $5.3 million, $3.8 million and $8.4 million for the years ended December 31, 2025, 2024 and 2023, respectively. [13] Represent related party investments in unconsolidated affiliates (see Note 7—Investments in Unconsolidated Affiliates in this Annual Report on Form 10-K).———[1]Represent related party equity in loss of the Fund JVs (see Note 7—Investments in Unconsolidated Affiliates in this Annual Report on Form 10-K).[2]Represent related party non-cash consideration payable to customer’s customer (see Note 3—Revenue Recognition in this Annual Report on Form 10-K).[3]Including changes in related party balances of $58.4 million, $168.5 million and $257.8 million for the years ended December 31, 2025, 2024 and 2023, respectively[4]Including changes in related party balances of $51.0 million, $6.1 million and $6.9 million for the years ended December 31, 2025, 2024 and 2023, respectively.[5]Including changes in related party balances of $0.9 million and $0.9 million for the years ended December 31, 2024 and 2023, respectively. There were no changes in related party balances for the year ended December 31, 2025.[6]Including changes in related party balances of $1.0 million and $2.3 million for the years ended December 31, 2024 and 2023, respectively. There were no changes in related party balances for the year ended December 31, 2025.[7]Including changes in related party balances of $2.8 million, $0.3 million and $9.1 million for the years ended December 31, 2025, 2024 and 2023, respectively[8]The change in related party balances for the years ended December 31, 2025, 2024 and 2023, were inconsequential.[9]Including changes in related party balances of $0.1 million and $0.1 million for the years ended December 31, 2024 and 2023, respectively. There were no changes in related party balances for the year ended December 31, 2025.[10]Including changes in related party balances of $0.4 million, $0.1 million and $1.3 million for the years ended December 31, 2025, 2024 and 2023, respectively.[11]Including changes in related party balances of $4.0 million, $0.6 million and $3.4 million for the years ended December 31, 2025, 2024 and 2023, respectively.[12]Including changes in related party balances of $5.3 million, $3.8 million and $8.4 million for the years ended December 31, 2025, 2024 and 2023, respectively.[13]Represent related party investments in unconsolidated affiliates (see Note 7—Investments in Unconsolidated Affiliates in this Annual Report on Form 10-K).
[1]Represent related party equity in loss of the Fund JVs (see Note 7—Investments in Unconsolidated Affiliates in this Annual Report on Form 10-K).
[2]Represent related party non-cash consideration payable to customer’s customer (see Note 3—Revenue Recognition in this Annual Report on Form 10-K).
[3]Including changes in related party balances of $58.4 million, $168.5 million and $257.8 million for the years ended December 31, 2025, 2024 and 2023, respectively
[4]Including changes in related party balances of $51.0 million, $6.1 million and $6.9 million for the years ended December 31, 2025, 2024 and 2023, respectively.
[5]Including changes in related party balances of $0.9 million and $0.9 million for the years ended December 31, 2024 and 2023, respectively. There were no changes in related party balances for the year ended December 31, 2025.
[6]Including changes in related party balances of $1.0 million and $2.3 million for the years ended December 31, 2024 and 2023, respectively. There were no changes in related party balances for the year ended December 31, 2025.
[7]Including changes in related party balances of $2.8 million, $0.3 million and $9.1 million for the years ended December 31, 2025, 2024 and 2023, respectively
[8]The change in related party balances for the years ended December 31, 2025, 2024 and 2023, were inconsequential.
[9]Including changes in related party balances of $0.1 million and $0.1 million for the years ended December 31, 2024 and 2023, respectively. There were no changes in related party balances for the year ended December 31, 2025.
[10]Including changes in related party balances of $0.4 million, $0.1 million and $1.3 million for the years ended December 31, 2025, 2024 and 2023, respectively.
[11]Including changes in related party balances of $4.0 million, $0.6 million and $3.4 million for the years ended December 31, 2025, 2024 and 2023, respectively.
[12]Including changes in related party balances of $5.3 million, $3.8 million and $8.4 million for the years ended December 31, 2025, 2024 and 2023, respectively.
[13]Represent related party investments in unconsolidated affiliates (see Note 7—Investments in Unconsolidated Affiliates in this Annual Report on Form 10-K).
Note: Segment Information

Segment Information ASC 280, Segment Reporting, (“ASC 280”) establishes standards for companies to report in their financial statement information about operating segments, products, services, geographic areas, and major customers. Based on the criteria established by ASC 280, our chief operating decision maker (“CODM”) has been identified as the Chief Executive Officer. The CODM reviews consolidated results when making decisions about allocating resources and assessing the performance of the Company as a whole and hence, we have only one reportable segment. We do not distinguish between markets or segments for the purpose of internal reporting.Significant segment expenses that are provided to CODM on a regular basis and are included within reported measure of segment profit or loss are:•cost of product revenue, •cost of installation revenue,•cost of service revenue, •cost of electricity revenue,•research and development expenses, •sales and marketing expenses, and;•general and administrative expenses.Other segment items are represented by Interest income, Interest expense, Other income (expense), net, Loss on extinguishment of debt, Debt conversion inducement expense, Loss on revaluation of embedded derivatives, and Income tax provision. Please refer to the consolidated statements of operations for the years ended December 31, 2025, 2024 and 2023, for significant segment expenses and other segment items.The Company’s primary measure of segment profitability is non-GAAP gross profit margin. Non-GAAP gross profit margin is defined by the Company as non-GAAP gross profit divided by total revenue. Non-GAAP gross profit is the difference between total revenue and non-GAAP total cost of revenue, which represents the total cost of revenue adjusted by items that do not contribute directly to management’s evaluation of its operating results. These items include stock-based compensation, impairment charges, restructuring accruals (releases), and other adjustments. This presentation is consistent with how the Company’s CODM evaluates the results of operations and makes strategic decisions about the business. For these reasons, the Company believes that non-GAAP gross profit margin represents the most relevant measure of segment profit and loss.For information on the Company’s geographic risk, please refer to Note 1—Nature of Business, Liquidity and Basis of Presentation, section Concentration of Risk in this Annual Report on Form 10-K.

Note: Revenue Recognition

Revenue RecognitionContract BalancesThe following table provides information about accounts receivables, contract assets, customer deposits and deferred revenue from contracts with customers (in thousands):December 31, 20252024Accounts receivable$371,796 $335,841 Contract assets241,186 145,162 Customer deposits78,207 220,115 Deferred revenue 65,608 66,304 Contract assets relate to contracts for which revenue is recognized upon transfer of control of performance obligations, but where billing milestones have not been reached. Contract liabilities are represented by deferred revenue. Customer deposits and deferred revenue include payments received from customers or invoiced amounts prior to transfer of goods or services. Contract assets and contract liabilities are reported in a net position on an individual contract basis at the end of each reporting period. Contract assets are classified as current in the consolidated balance sheets when the milestones other than the passage of time, are expected to be complete and the customer is invoiced within one year of the balance sheet date, and as long-term when both the above-mentioned milestones are expected to be complete, and the customer is invoiced more than one year from the balance sheet date. Contract liabilities are classified as current in the consolidated balance sheets when the revenue recognition associated with the related customer payments and invoicing is expected to occur within one year of the balance sheet date and as long-term when the revenue recognition associated with the related customer payments and invoicing is expected to occur in more than one year from the balance sheet date.Contract Assets Years Ended December 31,20252024Beginning balance$145,162 $41,366 Transferred to accounts receivable from contract assets recognized at the beginning of the period, net of other adjustments(102,767)(34,314)Revenue recognized and not billed as of the end of the period182,844 128,479 Other Adjustments115,947 9,631 Ending balance$241,186 $145,162 1 2025: Represented by $15.9 million share-based consideration payable to customer’s customer as of December 31, 2025 (refer to section Commitment to Issue Share-Based Consideration Payable to Customer’s Customer below). 2024: Represented by $9.6 million payment to customer’s customer for the year ended December 31, 2024.

Note: Commitments and Contingencies

Commitments and ContingenciesCommitmentsPurchase Commitments with Suppliers and Contract Manufacturers—In order to reduce manufacturing lead-times for an adequate supply of inventories, we have agreements with our component suppliers and contract manufacturers to allow long lead-time component inventory procurement based on a rolling production forecast. We are contractually obligated to purchase long lead-time component inventory procured by certain manufacturers in accordance with our forecasts. We can generally give notice of order cancellation at least 90 days prior to the delivery date. However, we occasionally issue purchase orders to our component suppliers and third-party manufacturers that may not be cancellable. As of December 31, 2025 and 2024, we had no material open purchase orders with our component suppliers and third-party manufacturers that are expected to be realized within more than a 12-month period and are not cancellable.Performance Guarantees—We guarantee the performance of the Energy Server systems at certain levels of output and efficiency to our customers over the contractual term. We monitor the need for any accruals arising from such guaranties, which are calculated as the difference between committed and actual power output or between natural gas consumption at warranted efficiency levels and actual consumption, multiplied by the contractual rates with the customer. Amounts payable under these guaranties are accrued in periods when the guaranties are not met and are recorded as service revenue in the consolidated statements of operations. For the years ended December 31, 2025, 2024 and 2023, we paid $18.0 million, $21.2 million and $25.9 million for such performance guarantees, respectively.Letters of Credit—In 2019, pursuant to the PPA II repowering of the Energy Server systems, we agreed to indemnify our financing partner for losses that may be incurred in the event of certain regulatory, legal or legislative developments and established a cash-collateralized letter of credit facility for this purpose. As of December 31, 2024, the balance of this cash-collateralized letter of credit was $9.5 million. The entire balance of the cash-collateralized letter of credit related to PPA II was released in the second quarter of the fiscal year 2025 and the balance of the funds returned to us.In December 2024, we issued a $100.

Note: Income Taxes

Income TaxesThe components of loss before the provision for income taxes are as follows (in thousands): Years EndedDecember 31,202520242023United States$(91,633)$(29,969)$(310,243)Foreign7,229 3,612 4,200 Total$(84,404)$(26,357)$(306,043)The provision for income taxes consists of the following (in thousands): Years EndedDecember 31,202520242023 Current:Federal$— $— $— State241 (13)246 Foreign2,387 1,182 1,640 Total current2,628 1,169 1,886 Deferred:Federal— — — State— — — Foreign108 (323)8 Total deferred108 (323)8 Total provision for income taxes$2,736 $846 $1,894 A reconciliation of the U.S. federal statutory income tax rate to our effective tax rate is as follows (in thousands): Years EndedDecember 31,202520242023Amounts%Amounts%Amounts%U.S. federal statutory income tax rate$(17,725)21.0 %$(5,534)21.0 %$(64,270)21.0 %Domestic federalTax credits Nontaxable or nondeductible itemsNon-deductible compensation15,113 (17.9)%4,654 (17.7)%6,295 (2.1)%ISO/ESPP disqualifying dispositions(6,544)7.8 %(221)0.8 %(316)0.1 %Loss on debt borrowings 16,724 (19.8)%5,458 (20.7)%— — %Loss on SK Equity Transaction— — %— — %11,811 (3.9)%Other nontaxable or nondeductible items601 (0.7)%403 (1.5)%654 (0.2)%Excess tax (benefits)/deficits of stock-based compensation(31,552)37.4 %5,992 (22.7)%1,828 (0.6)%Cross-border tax lawsGlobal intangible low-taxed income— — %428 (1.6)%86 — %Changes in valuation allowance25,008 (29.6)%(10,288)39.0 %43,271 (14.1)%OtherTax on noncontrolling interest (272)0.3 %(425)1.6 %1,222 (0.4)%Domestic state and local income taxes, net of federal effect241 (0.3)%(13)— %246 (0.1)%Foreign tax effectsIndiaStatutory tax rate difference between India and U.S. 182 (0.2)%290 (1.1)%18 — %Prior Year return-to-provision true-up375 (0.4)%56 (0.2)%239 (0.1)%Other 14 — %(68)0.3 %(58)— %JapanChange in valuation allowance(407)0.5 %(1,090)4.1 %240 (0.1)%Prior Year return-to-provision true-up367 (0.4)%1,034 (3.9)%— — %Other51 (0.1)%188 (0.7)%13 — %KoreaStatutory tax rate difference between Korea and U.S.496 (0.6)%329 (1.2)%243 (0.1)%Prior Year return-to-provision true-up(56)0.1 %(287)1.1 %(222)0.1 %Other51 (0.1)%(25)0.1 %26 — %Other foreign jurisdictions69 (0.1)%(35)0.1 %568 (0.2)%Provision for income taxes/Effective tax rate$2,736 (3.2)%$846 (3.2)%$1,894 (0.6)%1 For the year ended December 31, 2025, state taxes in Massachusetts and West Virginia comprise the majority of the state and local income taxes, net of federal effect category.

Note: Stock-Based Compensation and Em

Stock-Based Compensation and Employee Benefit PlansShare-based grants are designed to reward employees for their long-term contributions to us and provide incentives for them to remain with us. 2012 Equity Incentive PlanOur 2012 Equity Incentive Plan (the “2012 Plan”) was approved in August 2012. The 2012 Plan provided for the grant of incentive stock options, non-statutory stock options, stock appreciation rights and RSUs, all of which may be granted to employees, including officers, and to non-employee directors and consultants except we may grant incentive stock options only to employees.Grants under the 2012 Plan generally vest ratably over a four-year period from the vesting commencement date and expire ten years from the grant date. As of December 31, 2025 and 2024, stock options to purchase of 2,110,523 and 3,691,919 shares of Class A common stock were outstanding with a weighted average exercise price of $25.67 and $27.38 per share, respectively, and no shares were available for future grant. The 2012 Equity Incentive Plan has been canceled but continues to govern outstanding option grants under the 2012 Plan.2018 Equity Incentive PlanThe 2018 Equity Incentive Plan (the “2018 Plan”) was approved in April 2018. The 2018 Plan became effective upon our initial public offering (“IPO”) and serves as the successor to the 2012 Plan. The 2018 Plan authorizes the award of stock options, restricted stock awards, stock appreciation rights, RSUs, PSUs and stock bonuses. The 2018 Plan provides for the grant of awards to employees, directors, consultants, independent contractors and advisors provided the consultants, independent contractors, directors and advisors render services not in connection with the offer and sale of securities in a capital-raising transaction. The exercise price of stock options is at least equal to the fair market value of Class A common stock on the date of grant. Grants under the 2018 Plan generally vest ratably over three or four years from the vesting commencement date and expire ten years from the grant date. The 2018 Plan allows for an annual increase on January 1, of each of 2019 through 2028, by the lesser of (a) four percent (4%) of the number of Class A common stock and common stock equivalents (including options, RSUs, warrants and preferred stock on an as-converted basis) issued and outstanding on each December 31 immediately prior to the date of increase, and (b) such number of shares determined by the Board of Directors.

Note: Leases

LeasesFacilities, Energy Server Systems, and VehiclesWe lease our facilities, the Energy Server systems, and vehicles under operating and finance leases that expire at various dates through November 2037. We lease various manufacturing facilities in California and Delaware. We lease additional office space as field offices in the U.S. and around the world.Some of the lease arrangements have free rent periods or escalating rent payment provisions. We recognize lease cost under such arrangements on a straight-line basis over the life of the leases. For the years ended December 31, 2025, 2024 and 2023, rent expenses for all occupied facilities were $21.2 million, $22.4 million and $23.0 million, respectively.At inception of the contract, we assess whether a contract is a lease based on whether the contract conveys the right to control the use of an identified asset for a period of time in exchange for consideration. Lease classification, measurement, and recognition are determined at lease commencement, which is the date the underlying asset is available for use by us. The accounting classification of a lease is based on whether the arrangement is effectively a financed purchase of the underlying asset (financing lease) or not (operating lease). Our operating leases are comprised primarily of leases for facilities, the Energy Server systems, office buildings, and vehicles, and our financing leases are comprised primarily of vehicles.Our leases have lease terms ranging from less than 1 year to 15 years, some of which include options to extend the leases. The lease term is the non-cancelable period of the lease and includes options to extend the lease when it is reasonably certain that an option will be exercised.Lease liabilities are measured at the lease commencement date as the present value of future lease payments. Lease right-of-use assets are measured as the lease liability plus unamortized initial direct costs and prepaid (accrued) lease payments less unamortized balance lease incentives received. In measuring the present value of the future lease payments, the discount rate for the lease is the rate implicit in the lease unless that rate cannot be readily determined. In that case, the lessee is required to use its IBR. In computing our lease liabilities, we use the IBR based on the information available on the commencement date using an estimate of company-specific rate in the U.S.

Note: Cybersecurity Risk Management a

Cybersecurity Risk Management and StrategyWe have developed and implemented a cybersecurity risk management program designed to assess, identify, and manage risks from potential unauthorized occurrences on or through our information technology systems that may result in adverse effects on the confidentiality, integrity, or availability of our information technology systems or any information residing therein. Our cybersecurity risk management program includes a cybersecurity incident response plan.We design and assess our program based on the Center for Internet Security (“CIS”) 18 Framework. This does not imply that we meet any particular technical standards, specifications, or requirements, only that we use the CIS 18 Framework as a guide to help us identify, assess, and manage cybersecurity risks relevant to our business.Our cybersecurity risk management program is integrated into our overall enterprise risk management program, and shares common methodologies, reporting channels and governance processes that apply across the enterprise risk management program to other legal, compliance, strategic, operational, and financial risk areas.Our cybersecurity risk management program includes:•Periodic risk assessments designed to help identify material cybersecurity risks to our critical systems, information, products, services, and our broader enterprise IT environment.•A security team principally responsible for managing our cybersecurity risk assessment processes, security controls, and response to cybersecurity incidents, led by our Chief Information Security Officer.•The use of external service providers, where appropriate, to assess, test, or otherwise assist with aspects of our security controls.•Our Internal Audit department, which monitors certain IT systems controls that are integrated into our larger Sarbanes-Oxley control environment.•Periodic cybersecurity awareness training for our employees and contractors with access to our information technology systems.•A cybersecurity incident response plan that includes procedures for responding to cybersecurity incidents, including incidents that could be indicators of attack against availability, integrity and confidentiality of information systems.•A third-party risk management process for service providers, suppliers, and vendors that includes examining their security postures and assessing their data and system protection controls.

Note: Fair Value

Fair ValueOur accounting policy for the fair value measurement of cash equivalents is described in Note 2—Summary of Significant Accounting Policies in this Annual Report on Form 10-K.Financial Assets and Liabilities Measured at Fair Value on a Recurring BasisThe tables below set forth, by level, our financial assets and liabilities that are accounted for at fair value for the respective periods. The table does not include assets and liabilities that are measured at historical cost or any basis other than fair value (in thousands):Fair Value Measured at Reporting Date UsingDecember 31, 2025Level 1Level 2Level 3TotalAssetsCash equivalents:Money market funds$2,386,583 $— $— $2,386,583 LiabilitiesDerivatives:Embedded EPP derivatives$— $— $5,607 $5,607 Fair Value Measured at Reporting Date UsingDecember 31, 2024Level 1Level 2Level 3TotalAssetsCash equivalents:Money market funds$749,358 $— $— $749,358 LiabilitiesDerivatives:Embedded EPP derivatives$— $— $5,070 $5,070 Money Market Funds—Money market funds are valued using quoted market prices for identical securities and are therefore classified as Level 1 financial assets.Embedded Escalation Protection Plan Derivative Liability in Sales Contracts—We estimate the fair value of the embedded EPP derivatives in certain sales contracts using a Monte Carlo simulation model, which considers various potential electricity price curves over the sales contracts’ terms. We use historical grid prices and available forecasts of future electricity prices to estimate future electricity prices. We have classified these derivatives as Level 3 financial liability. The changes in the Level 3 financial liabilities during the years ended December 31, 2025, 2024 and 2023, were as follows (in thousands):Embedded EPP Derivative LiabilityLiabilities at December 31, 2023$4,376 Changes in fair value694 Liabilities at December 31, 20245,070 Changes in fair value537 Liabilities at December 31, 2025$5,607 To estimate the liabilities related to the EPP contracts, an option pricing method was implemented through a Monte Carlo simulation, which considers various potential electricity price forward curves over the sales contracts’ terms. We use historical grid prices and available forecasts to estimate future electricity prices.

Long notes are shortened. The full text is in the filing.

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