DEF 14A of Bloom Energy Corp, Apr 8, 2026

DEF 14A of Bloom Energy Corp

Filed Apr 8, 2026 · FY20250001628280-26-024237

Open on EDGAR

  1. Our Board at a Glance

    Our Board at a Glance

  2. Our Board at a Glance

    | | | | | | | | Committees | | | | Director | | Primary Occupation | Selected Highlights | Class | Age | Director Since | AC | CC | NC | | | Barbara Burger ♦ INDEPENDENT | Adviser to multiple energy companies and investment firms | 30+ years at Chevron focusing on energy innovation & decarbonization technologies | Two | 65 | 2024 | | | M | | | Jeffrey Immelt ♦ LEAD INDEPENDENT DIRECTOR | Venture Partner, New Enterprise Associates, Inc. Former Chairman & CEO, General Electric | 15+ yrs leading General Electric as CEO/Chair Named one of the “World’s Best CEOs” 3x by Barron’s | Two | 70 | 2019 | | C | | | | Jim Snabe ♦ INDEPENDENT | Chairman, Siemens AG | Former Co-CEO of SAP AG Former chair/vice-chair positions at A.P. Moller Maersk and Allianz | Two | 60 | 2025 | | M | M | | | Eddie Zervigon ♦ INDEPENDENT | CEO, Quantum Xchange | Former CPA at PwC 15 yrs as Managing Director at Morgan Stanley | Two | 57 | 2007 | M* | | C | | | Michael J. Boskin INDEPENDENT | Professor of Economics & Hoover Institution Senior Fellow, Stanford University | 50+ yrs as Stanford University faculty member, Oracle Director since 1994, and 20+ yrs on ExxonMobil Board | Three | 80 | 2019 | M* | | M | | | John T. Chambers INDEPENDENT | Founder & CEO, JC2 Ventures Former Chairman & CEO, Cisco | 20+ yrs leading Cisco Systems as CEO/Chair Global Ambassador of the French Tech | Three | 76 | 2018 | | M | | | | Cynthia (CJ) Warner INDEPENDENT | Former President and CEO, Renewable Energy Group | Former senior executive at Tesoro (now Andeavor), Sapphire Energy, and British Petroleum | Three | 67 | 2023 | M* | | M | | | Mary K. Bush INDEPENDENT | President, Bush International, LLC | Held several Presidential appointments, including U.S. representative on International Monetary Fund Board | One | 77 | 2017 | C* | | | | | Gary Pinkus INDEPENDENT | Senior Partner Emeritus, McKinsey & Company | 35+ yrs at McKinsey & former Chair of its North America Operations | One | 60 | 2024 | | M | | | | KR Sridhar | Founder, Chairman & CEO, Bloom Energy | 25 yrs leading Bloom Former Prof. of Aerospace & Mechanical Engineering and advisor to NASA | One | 65 | 2002 | | | |

  3. Our Board at a Glance

    | AC | Audit Committee | ♦ | Nominee | C | Chair | | CC | Compensation and Organizational Development Committee (“Compensation Committee”) | | | M | Member | | NC | Nominating Committee | | | * | Audit Committee Financial Expert |

  4. Our Board at a Glance

    | Our Business and Strategy | 19 |

  5. Executive Compensation Program at a Glance

    Executive Compensation Program at a Glance For 2025, the allocation of the target value of the primary elements of total direct compensation, consisting of base salary, annual cash incentive (“ACI”) plan opportunity, and grant date fair value of equity awards granted during the year in the form of restricted stock units (“RSUs”) and performance stock units (“PSUs”), for our CEO and, on average, our other named executive officers (“NEOs”) (excluding Mr. Berenbaum and Mr. Kurzymski) was as follows:

  6. Other NEOs Total Annual Compensation

    | | Base Salary | | ACI | | | RSUs | | PSUs |

  7. Other NEOs Total Annual Compensation

    The percentages above were calculated using the fiscal 2025 base salary, grant date fair value of equity awards and target ACI for participating NEOs. The 2025 equity awards for participating NEOs were structured as follows:

  8. Other NEOs Total Annual Compensation

    | Provision | Grant Structure | | Form of Grant | 50% PSUs based on non-market based financial metrics and 50% RSUs based on service | | Performance and Vesting Terms | PSUs subject to three-year performance period (1/3 of the target PSUs is eligible to be earned based on performance each year, but all earned PSUs do not vest until the end of the three-year performance period) RSUs vest over three-years with 40% vesting on the first anniversary of the grant date and the remaining 60% vesting in equal quarterly installments over the next two years | | Target Grant | Individualized for each NEO | | PSU Metrics | Equal weighting for Annual Product Revenue Growth and Annual Adjusted Gross Product Margin via a matrix structure. The number of PSUs earned will range from 0 to 200% of target PSUs granted |

  9. Other NEOs Total Annual Compensation

    Dr. Sridhar did not receive an annual equity grant in fiscal 2025. As described in last year’s proxy statement, in December 2024, the Compensation Committee approved a replacement equity package following the cancellation of his May 2021 multi-year equity award (the “2021 Grant”) after it was determined that the award no longer provided the intended incentive and retention value. The replacement package supports the Company’s long-term strategic priorities and retention objectives. Specifically, Dr. Sridhar was awarded 1,500,000 PSUs and 500,000 RSUs (the “2025 Equity Package”) and a grant of 600,000 PSUs (“Replacement Grant”) consisting of two awards: (1) a grant of 300,000 PSUs that fully vested on December 18, 2024 in recognition of the CEO’s contributions since 2021 that were not fairly rewarded under the 2021 Grant, and (2) a grant of 300,000 PSUs that vest upon Dr. Sridhar’s achievement of specific, objective criteria tied to specific strategic priorities prior to December 31, 2027. In addition, Mr. Berenbaum ceased to be an executive officer on May 1, 2025 and Mr. Kurzymski became an executive officer on May 2, 2025, and neither participated in the fiscal 2025 equity grants for executive officers.

  10. Key Changes to Executive Compensation Structure

    | Program Design Changes | | ANNUAL CASH INCENTIVE (“ACI”) •We increased the maximum earn-out opportunity from 1.5x target to 2x target to appropriately reward outstanding performance consistent with peer practice. •We replaced the non-GAAP operating gross margin metric with total revenue and retained non-GAAP operating income to prioritize short-term operating financial objectives and to complement redefined PSU metrics described below. •We eliminated the revenue “adder,” which had provided a one-percentage-point adjustment to payouts for each percentage point of annual total revenue growth (capped at 1.5x target), and instead designated total revenue as a weighted performance metric to simplify the program design. | | EQUITY INCENTIVES •We aligned performance metrics for the 2025-2027 PSU awards granted to our other NEOs in 2025 with Dr. Sridhar’s 2025 Equity Package to support our business strategy. Specifically, we replaced average annual total revenue growth with average annual product revenue growth to enhance long-term strategic relevance, and replaced non-GAAP gross margin with non-GAAP product gross margin. •In addition, maximum payout opportunity was increased from 150% to 200% to provide stronger incentives for achieving stretch performance goals. •We eliminated the executive election to convert PSUs into PSOs and RSUs into stock options to simplify the program and to align grant-date values with GAAP-based disclosure and financial reporting. |

  11. Class II Directors: Standing for Election at the 2026 Annual Meeting of Stockholders

    Class II Directors: Standing for Election at the 2026 Annual Meeting of Stockholders

  12. Class II Directors: Standing for Election at the 2026 Annual Meeting of Stockholders

    | Barbara Burger INDEPENDENT Advisor, multiple energy companies and investment firms Director Since: August 2024 Age: 65 Committee Membership: Nominating Other Public Company Boards: Heliogen, Inc. (since 2022) | Professional Background •2022 – Present: Advisor to energy-focused companies and investment firms on innovation, technology deployment and energy transition strategy, including Emerald Technology Ventures Advisory Council (since April 2022), Energy Impact Partners (since April 2023), Epicore Biosystems (since July 2022), Marunouchi Innovation Partners (since October 2023), Sparkz, Inc. (since April 2023), and Syzygy Plasmonics (since June 2022) •1987 – 2022: Chevron Corporation, an energy corporation •Served as President, Chevron Technology Ventures (2013-2022) and Vice President, Innovation (2020-2022). Previously held senior leadership roles across technology, marketing, lubricants, chemicals and international businesses. | | | Other Directorships & Memberships •Milestone Environmental Services Board of Managers (since February 2024) •Revterra Director (since November 2023) •Greentown Labs Director (June 2022 – August 2024) •Lazard Ltd. Advisor (October 2022 – September 2024) •Active in educational, industry associations, and other non-profits, including Activate Leadership Council, President of the Board of Directors of the Houston Symphony, MIT Energy Initiative, National Renewable Energy Laboratory Advisory Council, Rice University Corporate Innovation Advisory Board, River Campus Libraries National Council, Strategic Advisory Board Member of the California Institute of Technology Resnick Sustainability Institute, and University of Rochester Board of Trustees. | | | Relevant Qualifications for Bloom •Deep expertise in the global energy transition and emerging clean energy technologies supports Bloom’s strategy to deliver low-carbon, resilient power solutions. •Proven leadership integrating advanced technologies and sustainable business models informs Bloom’s innovation roadmap and commercialization strategy. •Extensive experience aligning technology development with large-scale industrial deployment strengthens Bloom’s ability to scale solutions globally. •Strategic insight into decarbonization, carbon management and evolving systems supports Bloom’s advancement of hydrogen, combined heat & power (“CHP”) and carbon capture applications. •Global industry relationships and advisory experience enhance Bloom’s ability to develop partnerships and expand market adoption. •Technical depth and commitment to innovation and sustainability provide valuable perspective as Bloom continues to evolve its solutions and address complex energy challenges. •Her comprehensive understanding of technology and passion for education, innovation, sustainability and the challenges facing the energy transition, equip her to provide valuable insights into Bloom’s advancement in its solutions. •Since leaving Chevron, Dr. Burger has leveraged her extensive network and expertise to advise several energy-focused companies and investment firms. Her unique combination of technical knowledge, strategic leadership, and industry connections is valuable as Bloom works to revolutionize the energy landscape. |

  13. Class II Directors: Standing for Election at the 2026 Annual Meeting of Stockholders

    | Proposal 1 — Election of Four Class II Directors | 25 |

  14. Class II Directors: Standing for Election at the 2026 Annual Meeting of Stockholders

    | Jeffrey Immelt INDEPENDENT Venture Partner, New Enterprise Associates Former Chairman & CEO, General Electric (“GE”) Director Since: January 2019 Age: 70 Committee Membership: Compensation (Chair) Other Public Company Boards: Twilio Inc. (since 2019) | Professional Background •2018 – Present: Venture Partner, New Enterprise Associates, a venture capital firm •2001 – 2017: Chairman and CEO, GE, a diversified industrial company •GE was named “America’s Most Admired Company” by Fortune magazine and one of “The World’s Most Respected Companies” in polls by Barron’s and the Financial Times during his tenure | | | Other Directorships & Memberships •2025 – Present: Director, Automation Anywhere •2022 – Present: Director, Arkestro, Masterclass and Minimum •2020 – Present: Board Observer, Goodleap •2019 – Present: Director, Sila Nanotechnologies •2018 – Present: Director, Collective Health, Radiology Partners •2018 – 2024: Director, TriAlpha Energy •2018 – 2022: Director, Hennessy Capital Investment Corp. V •2019 – 2022: Director, Tuya Inc. •2018 – 2021: Director, Formlabs •2018 – 2025: Director, Desktop Metal, Inc. (subsequently merged with privately-held Nano Dimension, Ltd.) •2020 – 2025: Director, NeueHealth, Inc. (formerly Bright Health Group, Inc. and subsequently merged with privately-held New Enterprise Associates) •Member, The American Academy of Arts & Sciences •Former Chair, President’s Council on Jobs and Competitiveness under the Obama Administration | | | Accolades •Named one of the “World’s Best CEOs” three times by Barron’s •Recipient of 15 honorary degrees and numerous awards for business leadership | | | Relevant Qualifications for Bloom •Former Chairman and Chief Executive Officer of a global industrial and energy company, bringing deep leadership experience and guiding complex organizations through transformation and growth. •Extensive public company board experience and governance experience provides strong leadership experience and oversight as Lead Independent Director. •Deep expertise in the global power and renewable energy sectors offers valuable insight into the evolving energy transition competitive landscape. •Proven track record leading portfolio transformation, innovation and customer-focused growth supports Bloom’s strategic evolution and market expansion. •Experience overseeing large-scale global operations and organizational transformation informs the Board’s oversight of talent, succession planning and executive compensation. •Venture capital experience provides perspective on emerging technologies and business models relevant to Bloom’s long-term strategic direction. |

  15. Class II Directors: Standing for Election at the 2026 Annual Meeting of Stockholders

    | 26 | Bloom Energy 2026 Proxy Statement |

  16. Class II Directors: Standing for Election at the 2026 Annual Meeting of Stockholders

    | Jim Snabe INDEPENDENT Chairman, Siemens AG Former Co-CEO, SAP AG Director Since: August 2025 Age: 60 Committee Membership: Compensation Nominating Other Public Company Boards: C3.ai (since 2020) | Professional Background •2018 – Present: Chairman Siemens AG, a global technology company (member since 2013) •2016 – Present: Adjunct Professor at Copenhagen Business School •2022 – 2024: Chairman, Northvolt AB, a battery development company •2017 – 2022: Chairman A.P. Møller-Mærsk, a shipping and logistics company •2018 – 2022: Vice Chairman of Allianz SE, an insurance and financial services company •2010 – 2014: Co-CEO of SAP AG | | | Other Directorships & Memberships •2025 – Present: Temasek Holdings •2025 – Present: Member of Global Advisory Board of Deutsche Bank •2023 – Present: Vice Chairman, Urban Partners •2020 – Present: Board Member of C3.ai, Inc. •2014 – Present: Member of the Board of Trustees of the World Economic Forum | | | Accolades •Co-Author of Dreams & Details, Tech for Life, and Reinvention from the Boardroom •TED Talk: Dreams and details for a decarbonized future, 2021 | | | Relevant Qualifications for Bloom •Global business leader with more than three decades of experience guiding multinational companies through digital transformation, industrial innovation and large-scale operational growth. •As Chairman of Siemens AG, provides insight into electrification, automation, and digital-industry technologies aligned with Bloom’s long-term objectives in resilient, and sustainable energy solutions. •Board and advisory experience, including service at C3.ai, Inc., enhances the Board’s perspective on artificial intelligence, emerging technologies and international investment trends. •Former Co-Chief Executive Officer of SAP SE, where he led major digital and operational transformations and helped shape the company’s technology roadmap and global growth strategy. •Expertise advancing decarbonization and sustainability initiatives, and navigating complex regulatory and competitive environments across global industries. •Global governance and policy perspective, informed by service with the World Economic Forum and international advisory boards supports Bloom’s ability to anticipate market, policy, and geopolitical developments affecting the energy transition. •Track record integrating advanced technologies into established industries, and guiding organizations through transformative change strengthens Bloom’s strategy as it scales its fuel cell and electrolyzer platforms and expands globally. |

  17. Class II Directors: Standing for Election at the 2026 Annual Meeting of Stockholders

    | Proposal 1 — Election of Four Class II Directors | 27 |

  18. Class II Directors: Standing for Election at the 2026 Annual Meeting of Stockholders

    | Eddy Zervigon INDEPENDENT CEO, Quantum Xchange Director Since: October 2007 Age: 57 Committee Membership: Audit (Audit Committee Financial Expert) Nominating (Chair) Other Public Company Boards: None | Professional Background •2020 – Present: CEO, Quantum Xchange, a cybersecurity company •2012 – Present: Special Advisor, Riverside Management Group, a boutique merchant bank •1997 – 2012: Managing Director, Principal Investments Group, Morgan Stanley & Co. LLC, a global financial services firm •Former CPA, Coopers & Lybrand (now PricewaterhouseCoopers LLP), a public accounting firm | | | Other Directorships & Memberships •2019 – 2023: Director, Maxar Technologies Inc. •2004 – 2017: Director, DigitalGlobe, Inc. •Former Director, MMCinemas •Former Director, Impsat Fiber Networks, Inc. •Former Director, TVN Entertainment Corporation •Former Director, Stadium Capital Management, LLC | | | Relevant Qualifications for Bloom •Brings deep institutional knowledge of Bloom from his involvement during the Company’s early growth stages and subsequent Board service. •Unique perspective on Bloom’s evolution from initial product commercialization to scaled manufacturing and global deployment of solid oxide fuel cell technology. •Extensive capital markets and corporate finance expertise provide valuable insight into financing strategies supporting Bloom’s global project development and growth. •Leadership experience in the cybersecurity sector offers perspective on technology risk, information security and effective risk management practices. •Experience introducing and scaling innovative technologies supports Bloom’s continued expansion of applications for its solid oxide platform and evolving energy transition strategy. •Certified Public Accountant with significant financial reporting and governance expertise, strengthening Board oversight and Audit Committee effectiveness. |

  19. Class II Directors: Standing for Election at the 2026 Annual Meeting of Stockholders

    | THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE FOR EACH OF THE NOMINEES NAMED ABOVE FOR THE ELECTION AS A CLASS II DIRECTOR. |

  20. Class II Directors: Standing for Election at the 2026 Annual Meeting of Stockholders

    | 28 | Bloom Energy 2026 Proxy Statement |

  21. Class III Directors: Terms Expiring at the 2027 Annual Meeting

    Class III Directors: Terms Expiring at the 2027 Annual Meeting

  22. Class III Directors: Terms Expiring at the 2027 Annual Meeting

    | Michael J. Boskin INDEPENDENT Tully M. Friedman Professor of Economics & Rose and Milton Friedman Senior Fellow, Hoover Institution, Stanford University CEO & President, Boskin & Co. Director Since: November 2019 Age: 80 Committee Membership: Audit (Audit Committee Financial Expert) Nominating Other Public Company Boards: Oracle Corporation (since 1994) | Professional Background •1971 – Present: Tully M. Friedman Professor of Economics and Rose and Milton Friedman Senior Fellow, Hoover Institution, Stanford University •1980 – Present: CEO and President, Boskin & Co., Inc., a consulting firm •1989 – 1993: Chairman, President George H.W. Bush’s Council of Economic Advisers (CEA) | | | Other Directorships & Memberships •Co-President, Koret Foundation, which gives grants to support educational advancement and career success of children from disadvantaged backgrounds •1996 – 2018: Director, ExxonMobil | | | Accolades •Author of more than 150 books and articles, internationally recognized for research on world economic growth, tax and budget theory and policy, Social Security, U.S. saving and consumption patterns and the implications of changing technology and demography on capital, labor and product markets. | | | Relevant Qualifications for Bloom •Internationally recognized economist whose research on economic growth, fiscal policy, taxation and demographic change provides insight into macroeconomic forces shaping global energy markets. •Provides the Board with deep expertise on energy policy, tax and financing frameworks, and economic trends that influence demand, investment and regulatory environments across Bloom’s global markets. •More than two decades of public company board experience in the energy sector strengthens the Board’s perspective on regulatory, policy and government matters affecting the global energy transition. •Experience advising government and international organizations enhances the Board’s understanding of geopolitical developments and policy trends impacting energy infrastructure and deployment. •Leadership experience and service on large complex organizations provide valuable perspective as Bloom scales globally and continues to strengthen governance and sustainability practices. |

  23. Class III Directors: Terms Expiring at the 2027 Annual Meeting

    | Proposal 1 — Election of Four Class II Directors | 29 |

  24. Class III Directors: Terms Expiring at the 2027 Annual Meeting

    | John T. Chambers INDEPENDENT Founder & CEO, JC2 Ventures Director Since: August 2018 Age: 76 Committee Membership: Compensation Other Public Company Boards: None | Professional Background •2017 – Present: Founder, Chief Executive Officer, JC2 Ventures, a venture capital firm •1995 – 2017: Cisco Systems, Inc. •Served as Executive Chairman (2015-2017) and previously served as Chairman (2006-2015), Chief Executive Officer (1995-2015), and President (1995-2006), leading Cisco’s transformation into a global technology leader. •1982 – 1990: Senior Vice President of U.S. Operations, among other roles, Wang Laboratories, Inc., a former computer-based office information processing systems company | | | Other Directorships & Memberships •Chairman of the US-India Strategic Partnership Forum •Appointed Global Ambassador of the French Tech by President Emmanuel Macron of France •2017 – 2023: Director, Sprinklr, Inc. | | | Relevant Qualifications for Bloom •Former Chief Executive Officer of Cisco Systems, where he scaled the company into a global technology leader, providing valuable insight as Bloom expands globally and enters new markets. •Deep experience leading complex global organizations offers perspective on leadership development, organizational design and scaling operations. •Expertise building customer ecosystems and strategic partnerships supports Bloom’s expansion of sales channels and go-to-market capabilities. •Experience commercializing emerging technologies and mentoring growth companies provides insight into scaling innovation and developing new business models. •Global policy and government engagement experience supports Bloom’s expansion in regulated and policy-driven energy markets. •Background in communications and network infrastructure technology enhances the Board’s perspective on cybersecurity technology risk. |

  25. Class III Directors: Terms Expiring at the 2027 Annual Meeting

    | 30 | Bloom Energy 2026 Proxy Statement |

  26. Class III Directors: Terms Expiring at the 2027 Annual Meeting

    | Cynthia (CJ) Warner INDEPENDENT Senior Operating Partner, GVP Climate, LLP Former President and CEO, Renewable Energy Group, Inc. Director Since: June 2023 Age: 67 Committee Membership: Audit (Audit Committee Financial Expert) Nominating Other Public Company Boards: Chevron Corporation (since 2022) Sempra Energy (since 2019) | Professional Background •2023 – Present: Senior Operating Partner, GVP Climate, LLP, a venture capital firm •2019 – 2022: President and CEO of Renewable Energy Group, a biodiesel production company •2014 – 2018: Andeavor (formerly Tesoro) •Served as EVP, Operations (2016-2018) and EVP, Strategy and Business Development (2014-2016) •2009 – 2014: Sapphire Energy •Served as Chairman and Chief Executive Officer (2012-2014) and President (2009-2011) •2005 – 2009: British Petroleum •Served as Group Vice President of Global Refining (2007-2009) and Group Vice President of Health, Safety, Security, Environmental and Technology (2005-2007) | | | Other Directorships & Memberships •Trustee, Vanderbilt University Board of Trust •Columbia University Center on Global Energy Policy (Executive Committee of the Advisory Board) •Board of Trustees, University of the Incarnate Word •Former Trustee of the Committee for Economic Development •2013 – 2021: IDEX Corporation •2019 – 2022: Renewable Energy Group, Inc. | | | Accolades •Vanderbilt University School of Engineering Academy of Distinguished Alumni (2019 Induction) •Director of the Year - Corporate Governance, Corporate Director’s Forum •Recipient of the Vanderbilt University Alumni Professional Achievement Award in 2023 •Fortune Magazine Businessperson of the Year in 2020 | | | Relevant Qualifications for Bloom •More than 4 decades of leadership experience across traditional and renewable energy sectors provides critical insight as Bloom advances solutions across the energy transition. •Chief executive and senior operating leadership experience in global energy and industrial operations strengthens the Board’s perspective on scaling manufacturing, operational excellence and commercialization. •Deep expertise in renewable fuels and alternative energy markets informs Bloom’s partnerships and energy value chain strategy. •Experience leading complex refining and industrial operations enhances oversight of engineering, safety, and manufacturing performance. •Sustainability, environmental and regulatory expertise supports Board oversight of operational stewardship and the evolving energy policy landscape. |

  27. Class III Directors: Terms Expiring at the 2027 Annual Meeting

    | Proposal 1 — Election of Four Class II Directors | 31 |

  28. Class I Directors: Terms Expiring at the 2028 Annual Meeting

    Class I Directors: Terms Expiring at the 2028 Annual Meeting

  29. Class I Directors: Terms Expiring at the 2028 Annual Meeting

    | Mary K. Bush INDEPENDENT President, Bush International LLC Director Since: January 2017 Age: 77 Committee Membership: Audit (Chair & Audit Committee Financial Expert) Other Public Company Boards: None | Professional Background •1991 – Present: President, Bush International, LLC, an advisor to U.S. corporations and foreign governments on international capital markets, strategic business, and economic and governance matters •Held several Presidential appointments, including the U.S. Government’s representative on the International Monetary Fund Board and the Director of Sallie Mae •Former head of the Federal Home Loan Bank System during the Savings and Loan crisis •Former advisor to the Deputy Secretary of the U.S. Treasury Department •2007: Appointed by the Secretary of the Treasury to the U.S. Treasury Advisory Committee on the Auditing Profession •2006: Appointed by President George W. Bush as Chair of the congressionally-chartered HELP Commission on reforming foreign aid •Managed global banking and corporate finance relationship at New York money center banks, including Citibank, N.A., Bankers Trust Company and Chase Manhattan Bank (now JP Morgan Chase) | | | Other Directorships & Memberships •2022 – 2026: Director, Moose Holdings Inc., a Carlyle portfolio company; holding company for ManTech International •Chairman, Spark the Journey (formerly known as the Capital Partners for Education), a not-for-profit organization that mentors low-income high school and college students in the Washington, D.C. area •2006 – 2022: Director, ManTech •2008 – 2020: Director, Marriott International, Inc. •2007 – 2023: Director, Discover Financial Services •2013 – 2023: Director, T. Rowe Price •1997 – 2012: Director, Pioneer Family of Mutual Funds •2006 – 2010: Director, United Airlines •2004 – 2009: Director, Briggs & Stratton, Inc. •1997 – 2000: Director, Texaco | | | Relevant Qualifications for Bloom •Extensive leadership experience in international finance and public and private financial institutions provides insight into global capital markets and corporate finance. •Deep expertise in public company governance, financial reporting, and accounting oversight strengthens Board oversight and Audit Committee effectiveness. •Experience with U.S. and international financial regulation and policy enhances the Board’s perspective on risk management and regulatory environments. •Service in senior governmental and multilateral financial institutions provides insight into sovereign finance, global economic policy and international markets. •International relationships and cross-border finance experience support Bloom’s access to capital and global project financing initiatives. •Experience advising corporations and governments on strategic financial matters supports Bloom’s expansion in global energy markets. |

  30. Class I Directors: Terms Expiring at the 2028 Annual Meeting

    | 32 | Bloom Energy 2026 Proxy Statement |

  31. Class I Directors: Terms Expiring at the 2028 Annual Meeting

    | Gary Pinkus INDEPENDENT Former Chairman of North America, McKinsey & Company Director Since: June 2024 Age: 60 Committee Membership: Compensation Other Public Company Boards: Walker & Dunlop, Inc. (since 2024) | Professional Background •1987 to present: McKinsey & Company •Currently Senior Partner Emeritus and formerly served as Chairman, North America (2018 to 2025). Previously served as Managing Partner, North America (2015-2018), Managing Partner, West Coast (2006-2015) and Managing Partner, San Francisco (2003 to 2006). Earlier leadership roles included service in the firm’s global governance bodies, including the Shareholders Council, and leadership of finance, strategy, risk and infrastructure committees. He also helped establish McKinsey’s Private & Principal Investors practice. | | | Other Directorships & Memberships •2025 – Present: Director, TPG Private Equity Opportunities, L.P. •2024 – Present: Director, Walker & Dunlop, Inc. •2024 – Present: Director, Sackville Capital, global investment firm focused on private markets •2024 – Present: Trustee, Wake Forest University Board of Trustees •Trustee, US Ski and Snowboard Foundation Board of Trustees | | | Relevant Qualifications for Bloom •Strategic advisor with nearly four decades of experience guiding global organizations through transformation, growth and complex operational challenges. •Leadership roles at McKinsey & Company, including Chairman, North America, provide insight into organizational strategy, performance improvement and large-scale operational excellence. •Co-founder of McKinsey's Private Equity & Principal Investors practice and service on the firm's global governance bodies contribute expertise in corporate strategy, governance and investment decision-making. •Broad cross-industry advisory experience offers perspective on global markets, operational capabilities and strategic innovation as Bloom expands its clean energy solutions. •Experience advising on executive performance, compensation structures and organizational effectiveness strengthens Compensation Committee oversight and talent strategy. •Governance and enterprise risk oversight experience enhances the Board’s perspective on risk management and long-term value creation excellence and long-term success, Mr. Pinkus brings a unique perspective to Bloom's Board. His expertise in navigating complex business environments and driving strategic initiatives align with Bloom's mission to accelerate the energy transition through advancements in clean, reliable, and affordable energy solutions. |

  32. Class I Directors: Terms Expiring at the 2028 Annual Meeting

    | Proposal 1 — Election of Four Class II Directors | 33 |

  33. Class I Directors: Terms Expiring at the 2028 Annual Meeting

    | KR Sridhar Founder, Chairman & CEO, Bloom Energy Director Since: January 2002 Age: 65 Committee Membership: None Other Public Company Boards: C3.ai, Inc. (since 2023) | Professional Background •2002 – Present: Founder, Chief Executive Officer, Chairman, Bloom Energy •2009 – Present: Strategic Limited Partner, Kleiner Perkins, a venture capital firm •Former Professor of Aerospace and Mechanical Engineering, Director, Space Technologies Laboratory at the University of Arizona Former Advisor, NASA •Led major consortia of industry, academia and national labs •Served on many technical committees, panels, and advisory boards, and has several publications and patents | | | Other Directorships & Memberships •Member, National Academy of Engineering •Strategic Advisory Board Member of the California Institute of Technology Resnick Sustainability Institute •Board of Visitors at the Grainger College of Engineering at the University of Illinois, Urbana-Champaign | | | Relevant Qualifications for Bloom •As Bloom’s founder and long-serving Chief Executive Officer and Chairman, Dr. Sridhar has guided the Company’s growth and development for more than two decades and brings unparalleled institutional knowledge of its technology, operations, employees, customers and policy and regulatory environment. •His deep technical and scientific expertise in chemistry, physics and manufacturing innovation - including leadership in the original development of Bloom’s innovative solid oxide fuel cell platform and the equipment required to manufacture it - brings invaluable insight as the Company advances new applications, automates production and expands its manufacturing capabilities. •As Chief Executive Officer, Dr. Sridhar led the introduction and commercialization of the Bloom Energy Server and has extensive experience navigating policy and regulatory initiatives and working with government agencies to support adoption of Bloom’s solutions. He has also scaled the Company from its founding team to a global workforce, fostering a culture focused on innovation, execution and talent development. •Dr. Sridhar’s vision for Bloom’s solid oxide platform and his understanding of the global energy landscape, economic conditions and policy drivers support the Board’s strategic planning and long-term growth initiatives as global demand for resilient, low-carbon energy solutions accelerate. He provides management’s perspective in Board deliberations and valuable insight into daily operations. |

  34. Class I Directors: Terms Expiring at the 2028 Annual Meeting

    | 34 | Bloom Energy 2026 Proxy Statement |

  35. Class I Directors: Terms Expiring at the 2028 Annual Meeting

    How We Build an Effective Board

  36. Corporate Governance

    | Governance & Risk Oversight | Strengthened governance and risk oversight capabilities. In 2025, the Board strengthened its governance and risk oversight capabilities, including expanding Board membership to ten members with the appointment of Jim Snabe whose global leadership experience enhances oversight of Bloom’s strategic growth and international operations (see Why Jim Snabe was Added to the Board). The Board also continued its active oversight of enterprise risk management, internal controls, cybersecurity, and regulatory compliance. The Board also approved changes to the Company’s governance guidelines and Compensation Committee charter. | | Commercial Execution & Market Expansion | Oversight of commercial execution and market expansion. The Board engaged with management to enhance sales execution, refine channel strategies, and expand market reach to support growth. The Board’s involvement included reviewing processes for complex data center transactions; scaling manufacturing and production; leveraging AI adoption to drive improvements in sales, pipeline developments, deal structuring, and services delivery; supporting organizational build-out; expanding into new markets and customer segments; and enabling large-scale deployments. In addition to its regular meetings, the Board held a business strategy session in 2025. | | Policy, Regulatory & Sustainability Matters | Provided oversight and strategic guidance on evolving tariffs, energy policy, regulatory developments and sustainability initiatives affecting Bloom and its markets. The Board reviewed key policy and regulatory developments affecting the Company’s business, including the changing landscape with respect to tariffs and evolving federal, state and international energy policies including tax incentives and market mechanisms supporting decarbonization and distributed power solutions. The Board also discussed environmental emissions regulations, emerging climate disclosure requirements, sustainability expectations, and trade and supply chain considerations that may influence the deployment and competitiveness of Bloom’s technologies across global markets. The Board further reviewed potential developments affecting corporate governance and public company disclosure requirements. | | Executive Compensation & Talent Strategy | Alignment of the long-term incentive program for the other executive officers with the CEO’s program. In 2025, several changes were made to the long-term incentive program for our named executive officers (other than our CEO) to align the program with the CEO’s current equity program, strengthen pay-for-performance alignment, and support the Company’s strategic priorities. Notably, the performance metrics selected for the fiscal 2025 long-term incentive program for these named executive officers are identical to those used in Dr. Sridhar’s 2025 Equity Package approved in December 2024. Specifically, the metrics are average annual product revenue growth and non-GAAP product gross margin, which the Compensation Committee determined have greater long-term strategic relevance. These metrics replaced average annual total revenue growth and non-GAAP gross margin. In addition, the maximum payout opportunity was increased from 150% to 200% of target to provide stronger incentives for achieving stretch performance goals. See Compensation Discussion and Analysis – Equity Compensation – 2025 NEO Plan for additional discussion with respect to the fiscal 2025 compensation program for executives other than our CEO and - 2024 CEO Plan for additional discussion with respect to the CEO’s current compensation program, including the actions taken in December 2024 to incentivize and retain Dr. Sridhar. | | Liquidity, Capital, Strategy & Financial Flexibility | Maintained strong liquidity and financial flexibility to support strategic growth. The Board provided strategic oversight and guidance regarding liquidity, capital structure and financing strategies to support the Company’s growth and operational priorities. This included approving the issuance of $2.5 billion aggregate principal amount of 0% Convertible Senior Notes due 2030, privately negotiated exchange agreements with certain holders of the Company’s outstanding Green notes, and entry into a $600 million senior secured multicurrency revolving credit facility. The Board also monitored cash flow, working capital management, and additional financing alternatives to maintain financial flexibility, support production capacity expansion, and facilitate customer deployments and project development across Bloom’s markets. |

  37. •Executive compensation - Say on Pay Engagement

    •Executive compensation - Say on Pay Engagement In response, and in light of the results of last year’s Say-on-Pay vote, members of the Company’s senior leadership team participated in outreach meetings with the Company’s largest institutional stockholders, during which proactive feedback was solicited regarding the design of the CEO’s 2024 compensation program, including the equity awards granted in December 2024. These awards were intended to align Dr. Sridhar’s incentives with the Company’s strategic objectives and provide a meaningful long-term retention incentive. During these discussions, management responded to investor questions and provided explanations regarding the program’s structure and rationale. No additional equity grants were made to the CEO in 2025. The December 2024 awards were designed to incentivize the achievement of rigorous financial goals and sustained stockholder value creation. The Company delivered strong performance in fiscal 2025, including significant revenue growth of 37.3% to a record $2.02 billion, a 2.5x year-over-year increase in backlog, and stock price appreciation of 291%, closing at $86.89 on December 31, 2025. Bloom also enhanced the Compensation Discussion and Analysis by providing retrospective performance updates for outstanding performance-based equity awards with respect to historical periods for which results are determinable. See Compensation Discussion and Analysis - Prior Year Say-on-Pay Results, Stockholder Engagement and Board Response for additional discussion with respect to stockholder engagement regarding executive compensation.

  38. Non-Employee Director Compensation Program

    Non-Employee Director Compensation Program Our directors play a critical role in guiding the Company’s strategic direction and overseeing management, responsibilities that require a significant commitment of time and attention. The Board believes it is in the best interests of the Company and our stockholders to maintain a compensation program for our non-employee directors. All of our directors, other than our Chairman and CEO, are non-employee Directors. At least annually, our Compensation Committee reviews our director compensation program. For 2025, the Compensation Committee retained Meridian as its independent compensation consultant to assist with evaluating and refining the Company’s director compensation program. After a review of competitive market data for the same peer group used to assess executive compensation as well as information on market practice, the Compensation Committee determined not to make any changes to our director compensation program as compared to the prior year.

  39. Non-Employee Director Compensation Program

    | 64 | Bloom Energy 2026 Proxy Statement |

  40. Equity Compensation

    Equity Compensation Annual Awards. In May 2025, each non-employee Directors received an annual grant of RSUs with a grant date fair value of $200,000 (the “Annual Award”). In addition, Mr. Immelt, as Lead Independent Director, received an additional annual grant of RSUs with a grant date fair value of $25,000 (the “Lead Independent Director Award”). The Annual Award and the Lead Independent Director Award vest on the date of the next Annual Meeting of Stockholders, subject to the non-employee director’s continued service on the Board. Initial Awards. New non-employee directors receive an initial equity award with a grant date fair value of $350,000 (the “Initial Award”) upon joining the Board. New non-employee directors have the option to receive their award in either RSUs or stock options, valued using Black-Scholes on the date of grant, which is the start date of the director’s service on the Board. The Initial Award vests in three equal installments on each anniversary of the grant date. If the new director is serving on the Board on the grant date of the Annual Award, the director is also eligible to receive a prorated Annual Award reflecting service from the date of the most recent annual grant.

  41. Non-Employee Director Deferred Compensation Plan

    Non-Employee Director Deferred Compensation Plan The Board has adopted a deferred compensation plan (the “Deferred Compensation Plan”) that allows non-employee directors to defer all or a portion of their compensation, including cash retainer fees and equity awards, for distribution at a later date. Deferred compensation is paid in deferred RSUs that are settled in accordance with the terms and conditions elected by the non-employee director.

  42. 2025 Director Compensation

    2025 Director Compensation The following table provides information regarding all compensation awarded to, or earned by, our non-employee directors for the year ended December 31, 2025. Dr. Sridhar does not receive compensation for his service as a director. Information regarding his compensation as CEO is included in the 2025 Summary Compensation Table of this Proxy Statement.

  43. 2025 Director Compensation

    | Name | Fees Earned or Paid in Cash ($) | Stock Awards ($)1 | Option Awards ($)1 | All Other Compensation ($) | Total ($) | | Michael J. Boskin | 90,000 | 200,000 | — | — | 290,000 | | Barbara Burger | 75,000 | 200,000 | — | — | 275,000 | | Mary K. Bush | 110,000 | 200,000 | — | — | 310,000 | | John T. Chambers2 | 80,000 | 200,000 | — | — | 280,000 | | Jeffrey Immelt3 | 115,000 | 225,009 | — | — | 340,009 | | Gary Pinkus4 | 80,000 | 200,000 | — | — | 280,000 | | Jim Snabe5 | 34,409 | — | 350,000 | — | 384,409 | | Cynthia (CJ) Warner6 | 90,000 | 200,000 | — | — | 290,000 | | Eddy Zervigon7 | 100,000 | 200,000 | — | — | 300,000 |

  44. 2025 Director Compensation

    1The amounts reported (rounded to the nearest dollar) represent the aggregate grant date fair value of RSUs and stock options granted to each of our non-employee directors, computed in accordance with the Financial Accounting Standards Board (“FASB”) ASC Topic 718 (excluding the effect of forfeitures). See Notes 2 and 10 of the notes to our consolidated financial statements contained in our Annual Report for a discussion of all assumptions made by us in determining the ASC 718 values of equity awards. As of December 31, 2025, the non-employee directors who served on the Board during 2025 had the following outstanding equity awards: Dr. Boskin, 9,877 RSUs; Dr. Burger, 28,543 RSUs; Ms. Bush, 9,877 RSUs, 50,000 stock options and 50,804 deferred stock units (“DSUs”); Mr. Chambers, 24,380 RSUs and 31,104 stock options; Mr. Immelt, 9,877 RSUs, 31,104 stock options and 63,943 DSUs; Mr. Pinkus, 9,877 RSUs, 10,310 stock options and 2,319 DSUs; Mr. Snabe, 11,504 stock options and 400 DSUs; Ms. Warner, 9,877 RSUs, 31,104 stock options and 23,623 DSUs; and Mr. Zervigon, 9,877 RSUs, 31,104 stock options, and 61,151 DSUs. 2Mr. Chambers elected to defer his RSU award in order to receive a distribution of DSUs on January 1, 2028. 3Mr. Immelt elected to defer 100% of his annual retainer fees and his RSU award in order to receive distributions of DSUs on January 1 following termination of service on the Board. 4Mr. Pinkus elected to defer 100% of his annual retainer fees and his RSU award in order to receive a distribution of DSUs on January 1, 2027. 5Mr. Snabe was appointed to serve as a Class II director and member of the Company’s Nominating and Compensation Committees, effective August 6, 2025.The fees set forth in the table above are equal to the pro-rated retainer he earned for Board and Committee service in 2025. Mr. Snabe elected to defer 100% of his annual retainer fees in order to receive a distribution of DSUs on January 1, 2028.. 6Ms. Warner elected to defer 100% of her annual retainer fees and her RSU award in order to receive a distribution of DSUs in three annual installments commencing on January 1 following termination of service on the Board. 7Mr. Zervigon elected to defer his RSU award in order to receive a distribution of DSUs on January 1 following termination of service on the Board.

  45. 2025 Director Compensation

    | 66 | Bloom Energy 2026 Proxy Statement |

  46. Key Changes to Executive Compensation Structure

    | Program Design Changes | | ANNUAL CASH INCENTIVE (“ACI”) •We increased the maximum earn-out opportunity from 1.5x target to 2x target to appropriately reward outstanding performance consistent with peer practice. •We replaced the non-GAAP operating gross margin metric with total revenue and retained non-GAAP operating income to prioritize short-term operating financial objectives and to complement redefined PSU metrics described below. •We eliminated the revenue “adder,” which had provided a one-percentage-point adjustment to payouts for each percentage point of annual total revenue growth (capped at 1.5x target), and instead designated total revenue as a weighted performance metric to simplify the program design. | | EQUITY INCENTIVES •We aligned performance metrics for the 2025-2027 PSU awards granted to our other NEOs in 2025 with Dr. Sridhar’s 2025 Equity Package to support our business strategy. Specifically, we replaced average annual total revenue growth with average annual product revenue growth to enhance long-term strategic relevance, and replaced non-GAAP gross margin with non-GAAP product gross margin. •In addition, maximum payout opportunity was increased from 150% to 200% to provide stronger incentives for achieving stretch performance goals. •We eliminated the executive election to convert PSUs into PSOs and RSUs into stock options to simplify the program and to align grant-date values with GAAP-based disclosure and financial reporting. |

  47. Prior Year Say-on-Pay Results, Stockholder Engagement and Board Response

    The Board further emphasized the potential competitive harm that could result from disclosing specific numerical targets for these key performance indicators. Given the significant industry shifts currently underway, including accelerating electric demand, the Board believes that forward-looking revenue and margin targets are highly sensitive, competitively valuable information that could be detrimental to the Company if disclosed. The Board also believes that achievement of these targets is challenging and requires substantial performance. Finally, while forward-looking numerical targets for the PSUs under the 2025 Equity Package are not disclosed, Bloom has enhanced the Compensation Discussion and Analysis by providing retrospective performance updates for outstanding performance-based equity awards with respect to historical periods for which results are determinable. Furthermore, as part of its regular financial disclosures, Bloom provides information regarding Product Revenue Growth and Non-GAAP Product Gross Margin, the key performance indicators for the PSUs granted under the 2025 Equity Package, once results become historical. For fiscal year 2025, product revenue grew 41.1%, increasing from $1.09 billion in 2024 to $1.53 billion in 2025, representing record product revenue. Over the same period, non-GAAP product gross margin declined modestly from 37.7% to 36.1%. These results to date reflect very strong product revenue growth with a modest decrease in product margins. Bloom believes that disclosure of actual historical performance under these key performance indicators enables investors to form informed views regarding the purposes and intent of the 2025 Equity Package PSUs, even though specific forward-looking numerical targets are not disclosed. Additional disclosures, such as backlog, which increased 2.5x year-over-year, provide stockholders with insight into potential future performance relative to these indicators, and the grant-date fair value of the PSUs awarded in December 2024 assuming maximum performance (approximately $119.6 million) allows stockholders to form views on the bounds of the award. From January 1, 2025 to December 31, 2025, the Company’s stock price increased from $22.21 to $86.89, a gain of approximately 291%. As of March 24, 2026, the closing stock price was $145.88, representing an increase of approximately 557% since January 1, 2025. While no assurances can be given regarding final results under Dr. Sridhar’s 2025 Equity Package PSUs until the end of the 2027 performance period, the Board believes that, based upon the Company’s performance since the grant, the award is serving its intended purposes of retention, long-term orientation, pay-for-performance alignment, and stockholder value creation. Following discussions with stockholders, no additional equity grants were made to Dr. Sridhar in 2025. In addition, for the other NEOs who received PSU awards in 2025, performance goals were aligned with those applicable to Dr. Sridhar’s 2025 Equity Package. The Compensation Committee remains committed to aligning pay with performance, values stockholder input and feedback, and will continue to consider such input in making executive compensation decisions.

  48. 2025 Executive Compensation Program Structure

    | | | Performance-Based or Performance-Aligned | | | | | Short-Term | | Long-Term | | | | Cash | | Equity Awards | | | | Base Salary | ACI | RSUs | PSUs | | Performance Period | Annual; reviewed after completion of each fiscal year | One-year performance period | 3-year service-based vesting period beginning March 15, 2025 | 3-year performance period (2025–2027) - shares earned annually based on goals set at the start of the performance period and the aggregate earned shares cliff vest at the end of the performance period | | Performance Metrics | N/A | •Quantitative assessment of Company performance against pre-established financial metrics •Qualitative assessment by the CEO of individual executive performance •Payout funding ranges from 0% to 200% of target | •40% vests on the one-year anniversary of the vesting commencement date •Remaining 60% vests in equal quarterly installments over the following two years | •Annual product revenue growth (50% weighting) •Annual adjusted gross product margin (50% weighting) •Earn-out range: 0%–200% of target PSUs | | Relationship to Business Objectives | Attracts and retains an effective management team | Supports a “pay-for-performance” culture by motivating and rewarding our executives for achieving performance goals that contribute to our long-term success and create value for our stockholders | •Align executive goals and objectives with the interests of Bloom and our stockholders and focus executives on financial metrics that drive long-term stockholder value •The associated vesting requirements also serve to promote retention | | | Designed to Reward | Knowledge and experience, as well as past and present scope of responsibilities | Success in achieving pre-established annual performance objectives and individual contributions | Success in achieving pre-established, long-term, corporate performance objectives designed to enhance sustainable stockholder value | | | CEO Target Pay Mix | | | Dr. Sridhar did not receive grants of RSUs or PSUs in fiscal 2025. | | | Other NEOs Target Pay Mix1 | | | | |

  49. Executive Compensation Best Practices

    | | WHAT WE DO | | WHAT WE DON’T DO | | Compensation Committee Independence – Our Board of Directors maintains a Compensation Committee comprised entirely of independent directors. Independent Compensation Committee Advisors – The Compensation Committee engages and retains its own independent compensation consultant and reviews its independence annually. Annual Compensation Review and Rigorous Oversight – The Compensation Committee conducts an annual review of our executive compensation philosophy and strategy, including our compensation peer group and other benchmarking data. Throughout the year, the Compensation Committee provides rigorous oversight of incentive metrics and the relationship between pay and performance. Compensation-Related Risk Assessment – The Compensation Committee annually evaluates our compensation program, policies, and practices, to confirm they reflect an appropriate level of risk-taking and do not encourage excessive or unnecessary risks that could have a material adverse impact on the Company. Emphasize Performance-Based Incentive Compensation – Our executive compensation program emphasizes performance-based short-term and long-term incentive awards to align executive interests with those of our stockholders. A significant majority of total target compensation is performance-based. Emphasize Long-Term Equity Compensation – We use equity awards to deliver long-term incentive compensation opportunities. These equity awards vest over multi-year periods, supporting long-term alignment between executives and stockholders, promoting sustained value creation, and supporting retention. Stock Ownership Policy – We maintain stock ownership guidelines for directors and executive officers requiring ownership of Company shares at specified multiples of base salary or annual board retainer. Compensation Recovery Policies – We maintain policies that provide for the recovery of cash and equity incentive compensation from executive officers in the event of a financial restatement or resulting from fraud, intentional misconduct, or gross negligence. Prohibition on Hedging and Pledging – Our Insider Trading Policy prohibits executive officers from hedging Company securities and from pledging Company securities as collateral for a loan. Succession Planning – Our Board reviews succession strategies and leadership development plans for critical positions at least annually. | | No Single Trigger Equity Acceleration Upon a Change of Control – Our change of control agreements require a double trigger (qualifying termination following the change of control) for accelerated vesting of equity awards. No Supplemental Executive Retirement or Defined Benefit Pension Plan – We do not maintain a supplemental executive retirement plan or a defined benefit pension plan for our executive officers. Executive officers participate in our Section 401(k) plan on the same basis as other U.S. employees. No Tax “Gross-Ups” or Payments – We do not provide tax “gross-ups” or reimbursements in connection with compensation arrangements for executive officers, including change in control payments or benefits. The only exception is our executive health plan. No Unearned Dividends – We do not pay dividends or dividend equivalents on unvested or unearned RSU or PSU awards. No Stock Option Repricing – We do not reprice or retroactively reduce the exercise price of previously granted stock options. | |

  50. Compensation Philosophy and Objectives

    | Pay-for-Performance: | Align executive officers’ interests with those of Bloom and its stockholders: | Competitive compensation to attract and retain talent: | | We aim to incentivize our executive officers by linking their performance and compensation. Accordingly, a significant portion of the total compensation we provide to our executive officers is based on measures that reflect both short- and long-term Company performance, as well as each executive officer’s individual performance and impact on stockholder value. | At risk, performance-based cash and long-term equity-based compensation constitute a significant portion of our executive officers’ compensation. ACI awards reward the achievement of short-term goals while equity awards incentivize and reward executive officers for achieving multi-year objectives and delivering sustained long-term value for Bloom and its stockholders. | To manage our business and execute our strategy, we seek to attract and retain a talented team of executive officers and managers with proven track records of success in business operations and leadership and a wide range of experience, backgrounds, and viewpoints. In recruiting our executive officers and determining competitive pay, the Compensation Committee considers market and industry practices, peer data, individual experience and performance, and the advice of its independent compensation consultant. |

  51. Emphasis on Performance-Based Compensation

    Emphasis on Performance-Based Compensation To align the interests of management with those of the Company and its stockholders, our executive compensation program is designed to provide the majority of compensation in the form of at-risk, performance-based cash and equity incentives, including long-term, multi-year vesting equity awards. This approach helps ensure that executives’ compensation opportunities are aligned with stockholder interests and focused on sustained long-term value creation. The Board believes that revenue growth, margin expansion, profitability and positive cash flow are critical to Bloom’s success. As a result, at-risk cash and equity incentives are tied to performance targets designed to drive achievement of these objectives. Performance-based compensation consists of variable pay delivered through our ACI program and performance-based equity awards, each of which can be earned at up to a specified multiple of target based on the achievement of challenging financial, operational and strategic goals.

  52. Executive Compensation Program

    | | Designed to Reward | Relationship to Business Objectives | | Base Salary | Knowledge and experience, as well as past and present scope of responsibilities | Attracts and retains an effective management team | | ACI | Success in achieving pre-established annual performance objectives and individual contributions | Supports a “pay-for-performance” culture by motivating and rewarding our executives for achieving performance goals that contribute to our long-term success and create value for Bloom and our stockholders | | Equity Awards | Success in achieving pre-established, long-term, corporate performance objectives designed to enhance sustainable stockholder value | Align executive goals and objectives with the interests of our stockholders and focus executives on our long-term financial performance. The associated vesting requirements also serve to promote retention |

  53. Annual Cash Incentive (“ACI”) Plan

    Annual Cash Incentive (“ACI”) Plan We provide our senior management team with short-term incentive compensation through our ACI plan. This plan holds executives accountable for their performance against our financial and operational goals, rewards them based on actual business results, and helps reinforce a pay-for-performance culture. Our ACI plan provides cash incentive award opportunities based on a quantitative assessment by the Compensation Committee (or the Board’s Independent Directors for the CEO) of our overall performance, combined with a qualitative assessment by our CEO of each individual executive officer’s performance (except his own). The Compensation Committee assessed our performance against pre-established financial metrics during 2025 with plan funding measured on a scale of zero to 200% of target. In 2025, our executives were eligible for the following annual cash incentives at target performance levels:

  54. Annual Cash Incentive (“ACI”) Plan

    | Name | Fiscal 2025 Base Salary ($)1 | | Annual ACI Bonus Target (% of Salary)4 | ACI Bonus at Target ($) | | KR Sridhar | | 950,000 | 130 | 1,235,000 | | Maciej Kurzymski | | 424,000 | 40 | 169,600 | | Aman Joshi2 | | 635,000 | 50 | 317,500 | | Satish Chitoori | | 600,000 | 70 | 420,000 | | Shawn M. Soderberg | | 600,000 | 70 | 420,000 | | Daniel Berenbaum3 | | 575,000 | 100 | 575,000 |

  55. Annual Cash Incentive (“ACI”) Plan

    1Base salaries rounded to the nearest thousand.

  56. Annual Cash Incentive (“ACI”) Plan

    | Proposal 2 — Non-binding Advisory Vote to Approve the Company’s 2025 Named Executive Officer Compensation | 77 |

  57. Annual Cash Incentive (“ACI”) Plan

    2Mr. Joshi’s ACI annual cash incentive for 2025 is guaranteed at target in accordance with the terms of his offer letter. Mr. Joshi is also eligible to receive an annual bonus under the executive sales incentive plan (“ESIP”) with a target amount of 50% of his annual base salary, and such amount is not guaranteed. See Executive Sales Incentive Plan - Mr. Aman Joshi. 3Mr. Berenbaum left the Company effective May 1, 2025 and did not receive an annual cash incentive award. 4Annual ACI bonus targets are set after considering typical bonus targets as a percentage of base salary as set by peer companies as well as based upon market data and compensation studies. 2025 ACI Financial Performance Targets For 2025, earned ACI awards for our NEOs were determined based on our level of achievement of the following equally weighted non-GAAP Operating Income and Total Revenue goals for the full fiscal year.

  58. Annual Cash Incentive (“ACI”) Plan

    | | Weighting (%) | Threshold (50% Payout) ($) | | Target (100% Payout) ($) | | Maximum (200% Payout) ($) | | | | Non-GAAP Operating Income | 50 | | 130M | | 180M | | 250M | 1 | | Total Revenue | 50 | | 1.65B | | 1.75B | | 1.9B | |

  59. Annual Cash Incentive (“ACI”) Plan

    1A reconciliation of GAAP to non-GAAP operating income reported in the Company’s Q4 FY2025 earnings release is included in Appendix A. In addition to the adjustments set forth in Appendix A, the Compensation Committee has approved an additional adjustment to non-GAAP operating income in connection with the determination of the achievement of this financial performance target for compensation purposes when performance exceeds the Target (100% Payout) level. See additional discussion below under 2025 ACI Results. 2025 Calculation of ACI Payout ACI payouts are calculated as follows:

  60. Annual Cash Incentive (“ACI”) Plan

    | Base Salary ($) | | Annual Bonus Target (% of Salary) | | Total ACI Funding (%) | | Individual Performance Adjustment (%) | | ACI Payout ($) |

  61. Annual Cash Incentive (“ACI”) Plan

    Total ACI Funding is calculated by adding the payout factors for each target performance metric, with each payout factor based on the level of ACI achievement. The resulting funding level may then be adjusted upward or downward based on the performance of the department(s) for which the individual is responsible. The CEO may recommend individual performance adjustments for the other NEOs to the Compensation Committee. For the CEO, the Compensation Committee evaluates performance and makes recommendations to the Board’s independent directors. 2025 ACI Results For fiscal 2025, actual non-GAAP Operating Income of $250 million (as approved by the Compensation Committee for incentive compensation purposes) resulted in ACI achievement of 200% of target. In addition, our actual total revenue of $2.024 billion resulted in an ACI achievement of 200% of target. The payout factor applied to each metric was 100% resulting in total ACI funding of 200%. For a reconciliation of GAAP to non-GAAP operating income reported in the Company’s fourth-quarter fiscal 2025 earnings release, please see Appendix A to this Proxy Statement. In addition, see footnote 1 in the table below for additional discussion.

  62. Annual Cash Incentive (“ACI”) Plan

    | | ACI Weighting (%) | ACI Target ($) | ACI Actual ($) | | ACI Achievement (%) | | ACI Payout Factor (%) | | Non-GAAP Operating Income | 50 | 180M | 250M | 1 | 200 | 1 | 100 | | Total Revenue | 50 | 1.75B | 2.024B | | 200 | | 100 | | Total ACI Funding | | | | | | | 200 |

  63. Annual Cash Incentive (“ACI”) Plan

    | 78 | Bloom Energy 2026 Proxy Statement |

  64. Annual Cash Incentive (“ACI”) Plan

    1The non-GAAP operating income financial performance metric target is set assuming 100% bonus achievement. As a result, non-GAAP operating income reported in the Company’s fourth-quarter fiscal year 2025 earnings release are impacted by the additional bonus accrual costs when they exceed the Target (100% Payout) level, and an adjustment is then appropriate to align with target. In the case of actual fiscal year 2025 non-GAAP operating income reported in the Company’s fourth-quarter fiscal year 2025 earnings release of $221 million, which exceeds the Target (100% Payout) level, the impact of the additional bonus accrual costs to align with target is approximately $30 million. The Compensation Committee has approved this additional adjustment to non-GAAP operating income in connection with the determination of the achievement of this financial performance target for compensation purposes. As a result, the actual non-GAAP operating income result utilized for compensation purposes is $250 million, and therefore a 200% ACI achievement percentage for this metric. Based on our achievement during the year, our NEOs earned the following ACI payments based on Company and individual performance in 2025:

  65. Annual Cash Incentive (“ACI”) Plan

    | Name | Fiscal 2025 Base Salary | Annual Bonus Target (% of Salary) | Bonus at Target ($) | Total ACI Funding (%) | Individual Performance Adjustment(%)1 | ACI ($) | | KR Sridhar | 950,000 | 130 | 1,235,000 | 200 | 100 | 2,470,000 | | Maciej Kurzymski | 424,000 | 40 | 169,600 | 200 | 100 | 339,200 | | Aman Joshi2 | 635,000 | 50 | 317,500 | 200 | 100 | 635,000 | | Satish Chitoori | 600,000 | 70 | 420,000 | 200 | 100 | 840,000 | | Shawn M. Soderberg | 600,000 | 70 | 420,000 | 200 | 100 | 840,000 | | Daniel Berenbaum3 | 575,000 | 100 | 575,000 | — | — | — |

  66. Annual Cash Incentive (“ACI”) Plan

    1No individual performance adjustments were made to the fiscal 2025 ACI plan. 2Mr. Joshi also received a bonus of $635,000 under the ESIP as a result of achieving 200% of his target, discussed further below. 3Mr. Berenbaum left the Company effective May 1, 2025 and did not receive an ACI award.

  67. Executive Sales Incentive Plan – Mr. Aman Joshi

    Executive Sales Incentive Plan – Mr. Aman Joshi In addition to ACI, Mr. Joshi, our Chief Commercial Officer, also participates in an Executive Sales Incentive Plan (“ESIP”) which also provides short-term cash incentive compensation. The ESIP holds Mr. Joshi accountable for his performance through a quantitative assessment by the Compensation Committee of performance metrics geared towards the generation of revenue. For fiscal year 2025, besides his ACI, Mr. Joshi was eligible under the ESIP to receive an additional annual cash bonus with a target amount of 50% of his annual base salary based upon the achievement of specified deliverables.

  68. Executive Sales Incentive Plan – Mr. Aman Joshi

    | Name | Fiscal 2025 Base Salary ($)1 | Annual ESIP Bonus Target (%of Salary) | ESIP Bonus at Target ($) | | Aman Joshi2 | 635,000 | 50 | 317,500 |

  69. Executive Sales Incentive Plan – Mr. Aman Joshi

    1Base salary rounded to the nearest thousand. 2In addition to the ESIP, Mr. Joshi also participates in the ACI plan where for 2025 such incentive was guaranteed at target in accordance with the terms of his offer letter. See Annual Cash Incentive (“ACI”) Plan. Amounts under the ESIP are not guaranteed. Mr. Joshi’s target bonus under the ACI Plan was set at 50% of his annual base salary for fiscal year 2025. Accordingly, his aggregate target bonus opportunity for fiscal year 2025 was 100% of his annual base salary with 50% allocated to ACI Plan and 50% allocated to ESIP. The following table sets forth the performance metrics, their relative weightings, and various payout levels applicable to Mr. Joshi under the ESIP for fiscal year 2025.

  70. Executive Sales Incentive Plan – Mr. Aman Joshi

    | Proposal 2 — Non-binding Advisory Vote to Approve the Company’s 2025 Named Executive Officer Compensation | 79 |

  71. Executive Sales Incentive Plan – Mr. Aman Joshi

    | | Weighting (%) | Threshold (50% Payout) | Target (100% Payout) | Maximum (200% Payout) | | Secure deployable orders to achieve total corporate revenue for 2025 | 40 | $1.6B | $1.8B | $2.0B | | Achieve 70% of deployable bookings required to generate product revenue growth on the basis of 2025 revenue results | 60 | 25% | 30% | 40% |

  72. Executive Sales Incentive Plan – Mr. Aman Joshi

    Mr. Joshi’s achievements under the ESIP, based upon actual fiscal year 2025 performance and applying the applicable weightings and payout factors, are set forth below. These results were reviewed and approved by the Compensation Committee.

  73. Executive Sales Incentive Plan – Mr. Aman Joshi

    | | Weighting (%) | Target | Actual | % Attainment | Payout Factor Applying Weighting | | Secure deployable orders to achieve total corporate revenue for 2025 | 40 | $1.8B | $2.024B | 200% | 80% | | Achieve 70% of deployable bookings required to generate product revenue growth on the basis of 2025 revenue results | 60 | 25% | >40% | 200% | 120% | | Total Bonus Funding | | | | | 200% |

  74. Executive Sales Incentive Plan – Mr. Aman Joshi

    Applying the bonus funding to Mr. Joshi’s target bonus under the ESIP, Mr. Joshi earned $635,000 under the ESIP for fiscal year 2025.

  75. Executive Sales Incentive Plan – Mr. Aman Joshi

    | Name | Fiscal 2025 Base Salary ($)1 | ESIP Annual Bonus Target (% of Salary) | ESIP Bonus at Target ($) | Total ESIP Funding (%) | ESIP ($) | | Aman Joshi1 | 635,000 | 50 | 317,500 | 200 | 635,000 |

  76. Executive Sales Incentive Plan – Mr. Aman Joshi

    1Mr. Joshi also received a bonus of $635,000 under the ACI plan as a result of achieving 200% of his target, discussed above. Mr. Joshi is also eligible to participate in the ESIP for fiscal year 2026. The Compensation Committee selected performance metrics based on 2026 bookings expected to generate specified target revenue levels and year-end 2026 deployable backlog for 2027 at specified target levels. The Compensation Committee has granted the CEO limited discretion to modify the 2027 deployable backlog targets during 2026. The Compensation Committee believes the target levels established for these performance metrics are challenging and will require substantial performance to achieve.

  77. Sign-on Bonus – Mr. Aman Joshi

    Sign-on Bonus – Mr. Aman Joshi On January 5, 2024, Mr. Joshi joined the Company as its Chief Commercial Officer and received a sign-on bonus payable in two installments totaling $400,000, less applicable withholdings and deductions, to offset certain forfeited retirement benefits from his prior employer. The first installment, in the amount of $200,000, less applicable withholdings and deductions, was paid in one of the first two payroll periods following January 5, 2024. The second installment, also in the amount of $200,000, less applicable withholdings and deductions, was paid in fiscal 2025 following Mr. Joshi’s first anniversary of employment with the Company.

  78. Equity Compensation

    Equity Compensation The Compensation Committee believes equity compensation is a primary tool to promote retention of executive officers and to drive performance. In reviewing the form and amount of equity compensation granted, the Compensation Committee (or the Board’s Independent Directors for the CEO) assesses whether the awards, together with previously granted equity awards, will have the desired retention and incentivizing impact for each executive officer.

  79. Equity Compensation

    | 80 | Bloom Energy 2026 Proxy Statement |

  80. Equity Compensation

    We include discussion of each of the following: •2025 NEO Plan. The equity plan adopted in May 2025 for our NEOs (other than our CEO and newly appointed Acting Principal Financial Officer who did not participate) and an update of interim performance under the 2025 NEO plan; •2024 CEO Plan. The equity plan adopted in December 2024 for our CEO and an update of interim performance under the 2024 CEO plan; •2024 New Hire Plan and PSO Grant for Mr. Aman Joshi. Each of (i) the new-hire equity performance plan adopted in March 2024 for Mr. Joshi and an update on performance under the plan in 2025, and (ii) the additional grant of PSOs made to Mr. Joshi in August 2024 and an update of performance under the grant in 2025; •2024 NEO Plan. The equity performance plan adopted in February 2024 for our then NEOs (other than our CEO who did not participate) and an update of interim performance under the 2024 NEO plan; and •2023 NEO Plan. The equity performance plan adopted in January 2023 for our then NEOs (other than our CEO who did not participate) and the final performance results thereunder for the 2023 to 2025 performance period. 2025 NEO Plan In May 2025, after reviewing a competitive market analysis prepared by Meridian, the Compensation Committee approved the annual equity grants for our NEOs (other than Dr. Sridhar and Mr. Kurzymski, neither of whom participated in such plan). In determining the grants, the Compensation Committee also considered the CEO’s input regarding the individual performance and compensation levels of each of his direct reports. The 2025 equity grants to our NEOs under the 2025 NEO Plan are set forth in the table below:

  81. Equity Compensation

    | Name | RSUs Granted1 (#) | PSUs at Target1 (#) | Total Value of Equity Granted2 ($) | | KR Sridhar3 | — | — | — | | Maciej Kurzymski4 | — | — | — | | Aman Joshi | 97,860 | 97,860 | 3,750,000 | | Satish Chitoori | 78,288 | 78,288 | 3,000,000 | | Shawn M. Soderberg | 78,288 | 78,288 | 3,000,000 | | Daniel Berenbaum5 | — | — | — |

  82. Equity Compensation

    1Our NEOs’ fiscal 2025 equity awards were granted on May 13, 2025. 2Total value of equity granted is rounded to the nearest thousand. 3Dr. Sridhar did not receive an annual equity grant in fiscal 2025. As described in last year’s proxy statement, in December 2024, the Compensation Committee approved a replacement equity package following the cancellation of his May 2021 multi-year equity award after it was determined that the award no longer provided the intended incentive and retention value. The replacement package supports the Company’s long-term strategic priorities and retention objectives, and the Compensation Committee determined that an additional annual equity grant in 2025 was not necessary. The Compensation Committee retains discretion to make future awards if warranted by changing strategic priorities, market conditions, or retention needs, consistent with its ongoing oversight responsibilities and commitment to pay-for-performance alignment. 4Mr. Kurzymski became an executive officer on May 2, 2025 and did not participate in the fiscal 2025 annual equity grants for executive officers; however, prior to becoming an executive officer, on March 28, 2025, he was awarded 28,000 RSUs with a grant date fair value of $569,240. These RSUs vest one-third on the one-year anniversary of the vesting commencement date, and the remaining shares vest in equal quarterly installments thereafter over the next two years, subject to the executive’s continued service on each applicable vesting date. 5Mr. Berenbaum did not receive a 2025 annual equity grant because he separated from the Company prior to the grant date.

  83. Equity Compensation

    | Proposal 2 — Non-binding Advisory Vote to Approve the Company’s 2025 Named Executive Officer Compensation | 81 |

  84. Equity Compensation

    The equity awards are structured as follows:

  85. Equity Compensation

    | Provision | Grant Structure | | Form of Grant | 50% PSUs based on non-market based financial metrics and 50% RSUs based on service | | Performance and Vesting Terms | PSUs subject to three-year performance period (1/3 of the target PSUs is eligible to be earned based on performance each year, but all earned PSUs do not vest until the end of the three-year performance period) RSUs vest over three-years with 40% vesting on the first anniversary of the grant date and the remaining 60% vesting in equal quarterly installments over the next two years | | Target Grant | Individualized for each NEO | | PSU Metrics | Equal weighting for Annual Product Revenue Growth and Annual Adjusted Gross Product Margin via a matrix structure. The number of PSUs earned will range from 0 to 200% of target PSUs granted |

  86. Equity Compensation

    The Compensation Committee did not grant any new-hire or special equity awards to executive officers in fiscal 2025. The Compensation Committee retains discretion to make future awards if warranted by changing strategic priorities, market conditions, or retention needs, consistent with its ongoing oversight responsibilities and commitment to pay-for-performance alignment.

  87. Interim Update on 2025 NEO Plan

    1A reconciliation of GAAP to non-GAAP gross product margin reported in the Company’s fourth-quarter fiscal year 2025 earnings materials is included in Appendix A. Based on the Company’s fiscal year 2025 performance against the selected performance metrics, as determined under the applicable performance matrix, participants in the 2025 PSU grant earned 200% of the target number of units eligible to be earned for the 2025 performance period. With respect to the 2026 and 2027 performance periods under the 2025 PSU grant, performance has not yet concluded and no determination regarding payouts for those periods has been made. Pursuant to the terms of the grant, the following table sets forth the number of PSUs earned for 2025 by each participant based on these achievements. Such earned PSUs, together with any additional units that may be earned for the 2026 and 2027 performance periods, will vest and be settled in 2028, subject generally to such executive’s continued employment through the applicable vesting date.

  88. Interim Update on 2025 NEO Plan

    | | Target PSUs (2025-2027) (#) | Target PSUs 2025 Only (#)1 | 2025 Achievement Based Upon Application of Matrix (%) | PSUs Earned in 2025 (#) | | Aman Joshi | 97,860 | 32,620 | 200% | 65,240 | | Satish Chitoori | 78,288 | 26,096 | 200% | 52,192 | | Shawn M. Soderberg | 78,288 | 26,096 | 200% | 52,192 |

  89. Background

    Background As disclosed in our proxy statement filed in 2025, Dr. Sridhar received a 2025 Equity Package and Replacement Grant approved by the independent directors in December 2024 following its development by the Compensation Committee in consultation with its independent compensation consultant, Meridian. Such 2025 Equity Package and Replacement Grant were designed to incentivize Dr. Sridhar to support our long-term strategy, which focuses on AI data centers, large industrial loads, utilities and time-to-power solutions. The grant also serves a retention purpose and recognizes Dr. Sridhar’s industry-leading contributions since 2021, which had not been fully reflected in prior compensation. Before approval of the 2025 Equity Package and Replacement Grant, Dr. Sridhar’s previous multi-year equity award had been granted in May 2021. The timing of that grant, shortly after economic conditions began to normalize following the COVID-19 pandemic, occurred during a period of limited visibility in the energy industry and under materially different market conditions. At that time, clean technology and hydrogen initiatives were being strongly promoted through public policy, including the Inflation Reduction Act of 2022, and decarbonization goals were a primary focus across governments, companies, and power providers. In considering the 2025 Equity Package and Replacement Grant, the independent directors recognized that the Company’s strategic priorities had shifted significantly since 2021 due to changes in the energy landscape. They also concluded that the value of Dr. Sridhar’s 2021 award no longer reflected his impactful performance and had diminished in both retention and incentive value due to such changes in the energy landscape. As part of the 2025 Equity Package, Dr. Sridhar had consented to the cancellation of 1,150,000 PSUs from the 2021 award - 1,000,000 of which would have vested based on future stock price performance through 2030 and 150,000 of which would have vested based on financial performance for 2025. This decision reflected Dr. Sridhar’s commitment to the Company's long-term success and aligned with the Board's recognition of his continued leadership since the Company’s inception and the Board’s desire to further incentivize him. Given his role in driving key advancements – including technical innovation, manufacturing and organizational scaling, and financial strength – the Board believed Dr. Sridhar’s retention remained critical as the Company entered the next phase of the global energy transition.

  90. 2025 Equity Package Update

    | Provision | Grant Structure | Rationale | | Form of Grant | 75% PSUs based on non-market based financial metrics and 25% RSUs based on service. | PSUs with market-based performance metrics not cost effective due to high-price volatility The mix of PSUs/RSUs balances performance risk, leverage, and retention | | Performance and Vesting Terms | PSUs subject to three-year performance period with 1/3 of PSUs eligible to be earned each year, but all earned PSUs do not vest until the end of the three-year performance period RSUs vest in equal installments annually over three years | Three-years is standard market practice and supports critical period for strategy execution | | Target Grant | 1,500,000 target PSUs + 500,000 RSUs | Top quartile annualized target total compensation when added to existing target cash; top-of-market positioning considers Dr. Sridhar’s historical performance and contributions | | PSU Metrics | Equal weighting for Annual Product Revenue Growth and Annual Adjusted Gross Product Margin with leverage up to 3x target | Supports the strategy of capturing market share in global data center related product sales by optimizing time to power deployment; leverages pay delivery opportunities to align with the achievement of rigorous financial goals and absolute stockholder value growth |

  91. 2025 Equity Package Update

    In fiscal year 2025, 166,667 of the RSUs, representing one-third of the 500,000 RSUs granted under the 2025 Equity Package, vested based upon Dr. Sridhar’s continued service. No new additional equity award was granted to Dr. Sridhar in 2025. The following table sets forth the matrix used for fiscal 2025 to determine performance based on the selected metrics of Annual Product Revenue Growth and Annual Adjusted Gross Product Margin. Due to potential for competitive harm, we are not disclosing the matrices to be used for fiscal 2026 or fiscal 2027 to determine performance levels for these metrics.

  92. 2025 Equity Package Update

    Based on the Company’s achievements in fiscal 2025 under the selected performance metrics, as determined by the applicable performance matrix, Dr. Sridhar earned 300% of the target number of PSUs eligible to be earned for the fiscal 2025 performance period. With respect to the 2026 and 2027 performance periods under the 2025 Equity Package, performance has not yet concluded and no determination regarding payouts for those periods.. Pursuant to the terms of the grant, the 1,500,000 PSUs earned for fiscal 2025 as a result of these achievements, together with any additional units that may be earned for the 2026 and 2027 performance periods, will vest and be settled in 2028, subject generally to Dr. Sridhar’s continued employment through the applicable vesting date.

  93. 2025 Equity Package Update

    | | Target PSUs (2025-2027) (#) | Target PSUs 2025 Only (#)1 | 2025 Achievement Based Upon Application of Matrix (%) | PSUs Earned in 2025 (#) | | KR Sridhar | 1,500,000 | 500,000 | 300% | 1,500,000 |

  94. Replacement Grant Update

    Replacement Grant Update Regarding the Replacement Grant, the Board specifically acknowledged Dr. Sridhar’s leadership advancing our fuel cell platform, enabling our Energy Server and related applications to meet the growing power needs of data centers, large industrial facilities and utilities - including, Be Flexible, CHP application and CCUS capabilities. Recognizing strategic accomplishments through 2024, the Replacement Grant consisted of 600,000 PSUs, 300,000 of which vested on grant, while the remaining 300,000 were eligible to be earned and vest upon certification that Dr. Sridhar has achieved specific objective criteria tied to strategic priorities by December 31, 2027, and generally subject to his continued employment through the date on which such strategic priorities were achieved. On February 27, 2026, the Compensation Committee determined that Dr. Sridhar had achieved the strategic priorities which related to the achievement of a booking in the AI data center space of greater than a specified size measured in MWs, and the remaining 300,000 PSUs vested. 2024 New Hire Plan and PSO Grant for Mr. Aman Joshi

  95. Background

    Background Prior to fiscal year 2025, in March 2024, Mr. Joshi received a new-hire grant of 225,000 PSUs that vests in four equal annual installments subject to the achievement of Total Annual Revenue goals. Similar to the election made by other NEOs at the time for their annual equity grants, Mr. Joshi had elected to convert these PSUs into 450,000 PSOs. In addition, in August 2024, Mr. Joshi received an additional grant of 180,000 PSOs in recognition of his outstanding performance which vests in three equal installments subject to the achievement of certain total revenue and non-GAAP gross margin goals. Mr. Joshi may earn shares between 0 and 150% of his PSOs. As reported in the prior year proxy statement for 2025, the Compensation Committee had determined the payouts for the first tranche of Mr. Joshi’s new-hire PSOs, and the first tranche of Mr. Joshi’s PSOs granted in August 2024.

  96. 2025 Payouts Under the 2024 New Hire Plan and PSO Grant for Mr. Joshi

    2025 Payouts Under the 2024 New Hire Plan and PSO Grant for Mr. Joshi On February 19, 2026, the Compensation Committee determined the payouts for the second tranche of Mr. Joshi’s new-hire PSOs, and the second tranche of Mr. Joshi’s PSOs granted in August 2024. The determinations made by the Compensation Committee are detailed in the chart below.

  97. 2025 Payouts Under the 2024 New Hire Plan and PSO Grant for Mr. Joshi

    | NEO | Date of Grant | Form of Award | Target Shares Based on 2025 Performance | Metric | Weighting | Threshold (50%) | Target (100%) | Maximum (150%) | Actual Result | Achievement (%) | Weighted Achievement (%) | Number of Shares Earned | | Aman Joshi | 3/1/2024 | PSO | 112,500 | Total Annual Revenue | 100% | $1,250M | $1,800M | $2,000M | $2,024M | 150 | 150 | 168,750 | | Aman Joshi | 8/29/2024 | PSO | 60,000 | YoY Revenue Growth | 50% | 27% | 30% | 35% | 37.3% | 150 | 75 | 90,000 | | | | | | Gross Margin | 50% | 26% | 28% | 30% | 30.3% | 250 | 75 | |

  98. 2025 Payouts Under the 2024 New Hire Plan and PSO Grant for Mr. Joshi

    | Proposal 2 — Non-binding Advisory Vote to Approve the Company’s 2025 Named Executive Officer Compensation | 85 |

  99. Background

    Background As disclosed in the prior year proxy statement filed in 2025, in February 2024, after reviewing competitive market analysis prepared by the Company’s then compensation consultant and considering the input of our CEO, the Compensation Committee established a target number of PSUs for our participating NEOs as a part of the equity performance portion of the 2024 executive compensation program. To align with Bloom’s focus on long-term stockholder value creation and to provide our executive officers with the opportunity to benefit from potential future stock appreciation, the Compensation Committee approved a provision for the 2024 grants to (among other things) allow the executives to convert half or all of their PSUs into PSOs at a ratio of two (2) PSOs for each PSU converted. The original vesting schedule, performance metrics and performance targets remained unchanged following conversion. Mr. Chitoori and Ms. Soderberg each elected to convert all of their 2024 PSU grants into PSOs. Dr. Sridhar did not receive a grant at this time.

  100. Background

    | Name1 | Target Performance Shares (#) | As Converted Target Performance Options (#) | | KR Sridhar | — | — | | Satish Chitoori | 55,000 | 110,000 | | Shawn M. Soderberg | 75,000 | 150,000 |

  101. Background

    1Dr. Sridhar did not receive a performance share award under the 2024 NEO Plan. The other NEOs were not employed by the Company or were not NEOs at the time the fiscal 2024 performance share awards were granted and therefore did not participate in that award cycle. For the 2024 PSU/PSO grants, vesting was based on the Company’s performance over three years, measured by average total revenue growth (weighted 60%) and average non-GAAP gross margin (weighted 40%). The target PSUs/PSOs fully vest at the end of the three-year period with individuals eligible to receive between 0% to 150% of their granted PSUs.

  102. Interim Update on 2024 NEO Plan

    Interim Update on 2024 NEO Plan Because final fiscal 2026 financial performance has not yet been determined, the actual three-year averages for the 2024 - 2026 performance period for each of the selected performance metrics for the 2024 PSU/PSO grants cannot be calculated at this time. As a result, the final total achievement factor and total payout for the 2024 PSU/PSO grants cannot yet be determined and no PSUs/PSOs have vested under these awards. While no assurances can be given regarding the final results of the 2024 PSU/PSO grants, based on internal estimates (which are subject to change), the Company currently believes that the weighted payout under these grants may be approximately 150% of target. The Company will report on the final results for the 2024 PSU/PSO grants following completion of the three-year performance period ending December 31, 2026. 2023 NEO Plan

  103. Performance Results Under the 2023 NEO Plan (2023 to 2025 performance period)

    | Name1 | Target Performance Shares (#) | | KR Sridhar | — | | Satish Chitoori | 10,000 | | Shawn M. Soderberg | 45,700 |

  104. Performance Results Under the 2023 NEO Plan (2023 to 2025 performance period)

    | Name1 | Target Performance Shares (#) | Overall Achievement (%) | Shares Earned (#) | | | KR Sridhar | — | —% | — | | | Satish Chitoori | 10,000 | 59.0% | 5,903 | 2 | | Shawn M. Soderberg | 47,500 | 59.0% | 26,975 | 2 |

  105. Role of the Consultants

    Role of the Consultants The Compensation Committee engages an independent compensation consultant to provide advice and analysis regarding executive compensation and non-employee director compensation. For fiscal 2025, the Compensation Committee retained Meridian as its independent compensation consultant. A representative of Meridian attended Compensation Committee meetings in 2025 and provided the following services to the Compensation Committee: •assisted in reviewing our existing compensation peer group and confirming its continued appropriateness; •evaluated the competitiveness of compensation of our NEOs including base salary, annual cash incentives, and long-term incentive awards; •provided advice regarding executive and non-employee director compensation best practices and market trends; •reviewed and provided input on the Compensation Discussion and Analysis section of this Proxy Statement; and •assisted with the design of the short-term and long-term incentive compensation program, including the selection of appropriate performance metrics and targets. Meridian reported directly to the Compensation Committee and did not provide any services to the Company other than those requested by the Compensation Committee. The Compensation Committee reviewed the objectivity and independence of the advice provided by Meridian. In doing so, the Compensation Committee considered the independence factors adopted by the SEC and NYSE and determined that Meridian is independent and that its work did not raise any conflicts of interest.

  106. Role of Competitive Market Data

    Role of Competitive Market Data As part of its annual compensation review process, the Compensation Committee reviewed an analysis prepared by Meridian regarding market pay practices for positions comparable to those of our NEOs and other key executives. The analysis was adjusted to take into account differences in the scope of our executive officers’ responsibilities compared to their counterparts in similar roles at comparable companies. The Compensation Committee uses this market data as a reference point in evaluating compensation levels and program design, but consistent with our pay philosophy does not target compensation at a specific percentile or rely solely on market data in making compensation decisions. The compensation peer group used to support 2025 pay decisions consists of companies selected based on the following criteria: •participation in the alternative energy, AI-oriented semiconductors, AI facilitators, or data center infrastructure sectors; •relevance to Bloom’s AI data center, large load, and time-to-power strategy; •revenues and market capitalization generally ranging from 0.25x and 5x those of the Company; and •inclusion of direct talent competitors, relevant proxy advisor peers and companies frequently identified as peers by industry analysts. The companies used for comparison purposes (our “peer group”) for 2025 were as follows:

  107. Role of Competitive Market Data

    | AAON, Inc. | nVent Electric plc | Rivian Automotive, Inc. | | C3.ai, Inc. | ON Semiconductor Corporation | Skyworks Solutions, Inc. | | Enphase Energy, Inc. | Onto Innovation Inc. | Smartsheet Inc. | | First Solar, Inc. | Ormat Technologies, Inc. | Sunrun Inc. | | Generac Holdings, Inc. | Plug Power Inc. | Synaptics Inc. | | Lumentum Holdings, Inc. | Pure Storage, Inc. | Talen Energy Corporation | | Nextracker Inc. | Rambus Inc. | Trimble Inc. |

  108. Role of Competitive Market Data

    | 90 | Bloom Energy 2026 Proxy Statement |

  109. Executive Change in Control and Severance Arrangements

    Executive Change in Control and Severance Arrangements The Compensation Committee considers maintaining a stable and effective management team to be essential to protecting the interests of Bloom Energy and its stockholders. To support this objective, we have entered into Change in Control and Severance Agreements with certain executive officers. These agreements are intended to ensure the continued focus and commitment of our executives, without distraction, in the event of a potential change in control. These agreements provide severance benefits in connection with qualifying terminations of employment both related and not related to a change of control. The Compensation Committee believes these protections promote leadership continuity and enhance our ability to attract and retain highly qualified senior executives. All executive officers remain employed on an at-will basis and do not have fixed term of employment. Details of the change-in-control and severance benefits included in the Change in Control and Severance Agreements for our NEOs are described in Potential Payments on Termination or Change in Control.

  110. Equity Awards and Grant Administration

    Equity Awards and Grant Administration The Board has designated the Compensation Committee as the administrator of the Company’s 2018 Equity Incentive Plan (the “2018 Plan”). The Compensation Committee, among other responsibilities, selects award recipients under the 2018 Plan, approves the form of award agreements, determines the terms and conditions applicable to equity awards, and adopts sub-plans as necessary to facilitate grants in various jurisdictions. The exercise price of stock options granted under our equity plan is the closing price of our Class A common stock on the grant date.

  111. Equity Awards and Grant Administration

    | 92 | Bloom Energy 2026 Proxy Statement |

  112. Equity Award Grant Practices

    Equity Award Grant Practices Pursuant to our equity award grant practices, grants of equity awards to our employees, including executive officers, are generally made during specified time periods, although these practices do not limit the authority of the Compensation Committee under the 2018 Plan. The Compensation Committee generally reviews and approves annual equity awards for our NEOs and other eligible employees near the start of our fiscal year. This timing allows the Compensation Committee to grant equity awards at the start of the performance cycle while considering results from the previous cycle. The Compensation Committee may grant equity awards at other times during the year for new hires, promotions, acquisitions, retention or incentivization purposes, or other business needs, consistent with the 2018 Plan. The Compensation Committee has delegated limited authority to our CEO to approve equity grants to employees who are not Section 16 officers. Such grants are generally made on the 15th day of each month (or the first trading day thereafter). Equity awards to Section 16 officers, including the CEO, must be approved by the Compensation Committee or the Board. We do not backdate or retroactively grant equity awards. The Board and Compensation Committee generally schedule meetings at least one year in advance, and annual equity grants to our NEOs are generally made at the same time each year, unless particular circumstances necessitate alternate timing. We do not time equity grants to coincide with the release of earnings or other material announcements, and do not consider material nonpublic information when determining the timing or terms of equity awards. In addition, we do not time the disclosure of material nonpublic information for the purpose of affecting the value of executive compensation. Under our ESPP, purchase dates occur automatically on the 14th of February and the 14th of August each year.

  113. Gary Pinkus Jim Snabe

    | Name and Principal Position | Fiscal Year | Salary ($) | Bonus ($) | | Stock Awards ($)1 | | Option Awards ($)2 | Non-Equity Incentive Plan Compensation ($)3 | All Other Compensation ($)4 | | Total ($) | | KR Sridhar Founder, Chairman and Chief Executive Officer | 2025 | 935,385 | — | | — | | — | 2,470,000 | 97,362 | 5 | 3,502,747 | | | 2024 | 876,923 | — | | 42,394,800 | 6 | — | 1,579,500 | 110,522 | | 44,961,745 | | | 2023 | 813,846 | — | | — | | — | 863,460 | 26,702 | | 1,704,008 | | Maciej Kurzymski Chief Accounting Officer and Acting Principal Financial Officer | 2025 | 416,985 | — | | 569,240 | | — | 339,200 | 305 | | 1,664,930 | | Aman Joshi Chief Commercial Officer | 2025 | 617,462 | 200,000 | 7 | 3,750,000 | | — | 1,270,000 | 36,057 | | 5,873,519 | | | 2024 | 544,039 | 200,000 | | 1,362,000 | | 4,917,249 | 1,002,500 | 32,423 | 8 | 8,058,211 | | Satish Chitoori Chief Operations Officer | 2025 | 563,462 | — | | 3,000,000 | | — | 840,000 | 33,514 | | 4,436,976 | | | 2024 | 457,693 | — | | 499,400 | | 792,231 | 498,750 | 25,141 | | 2,273,215 | | Shawn M. Soderberg Chief Legal Officer and Corporate Secretary | 2025 | 585,385 | — | | 3,000,000 | | — | 840,000 | 23,136 | | 4,448,521 | | | 2024 | 539,904 | — | | 681,000 | | 1,080,315 | 577,500 | 20,207 | | 2,898,926 | | | 2023 | 509,462 | — | | 2,110,409 | | — | 292,005 | 11,744 | | 2,923,620 | | Daniel Berenbaum9 former Chief Financial Officer | 2025 | 218,942 | — | | — | | — | — | 584,083 | 10 | 803,025 | | | 2024 | 364,904 | 200,000 | 11 | 3,660,000 | | — | 389,275 | 155,000 | | 4,769,179 |

  114. Overview of Potential Payments

    Overview of Potential Payments We have entered into Change in Control (“CIC”) Agreements with our NEOs (other than Mr. Kurzymski who became an executive officer on May 2, 2025) that provide certain benefits upon such employees being terminated without “Cause” or leaving for “Good Reason” (each, a “Qualifying Termination”). Such benefits are adjusted in the event the Qualifying Termination occurs within three months prior to or within 12 months following the consummation of a change in control (each, a “CIC Qualifying Termination”). The table below summarizes the benefits under the CIC Agreements, as applicable, to the CEO and the other NEOs.

  115. Overview of Potential Payments

    | Termination Event | Provision | CEO | Other NEOs | | Qualifying Termination | Cash Severance | 1x base salary plus target bonus | 1x base salary | | | Benefits | 12 months of reimbursement for COBRA premiums | 12 months of reimbursement for COBRA premiums | | | Equity | 12 months accelerated vesting of RSUs, non-cancelled 2021 PSUs remain outstanding and eligible to vest for 12 months; 2024 PSUs remain outstanding and eligible to vest for the performance period. | No acceleration | | CIC Qualifying Termination | Cash Severance | 2x the sum of base salary plus target bonus, plus current year pro-rata bonus | 1.5x the sum of base salary plus target bonus, plus current year pro-rata bonus | | | Benefits | 24 months of reimbursement for COBRA premiums | 18 months of reimbursement for COBRA premiums | | | Equity | Stock options and RSUs: All unvested to fully accelerate | Stock options and RSUs: All unvested to fully accelerate | | | | 2025 Equity Package PSUs will remain outstanding and eligible to vest subject to their normal terms for the performance period | PSUs: Applicable performance goals shall be deemed achieved at target unless specified in the applicable award agreement |

  116. Overview of Potential Payments

    | Proposal 2 — Non-binding Advisory Vote to Approve the Company’s 2025 Named Executive Officer Compensation | 101 |

  117. Overview of Potential Payments

    Key Definitions: “Cause” is defined as: (a) willful failure to substantially perform executive’s duties and responsibilities or willful violation of a material written policy delivered prior to such violation; (b) conviction of, or plea of nolo contendere to, a non-vehicular felony or crime involving moral turpitude; (c) unauthorized use or disclosure of any of our proprietary information or trade secrets or any other party to whom executive owes an obligation of nondisclosure as a result of executive’s relationship with Bloom Energy, in each case, that is materially and demonstrably injurious to Bloom Energy; (d) misappropriation of a material business opportunity; (e) willful provision of material aid to a competitor; or (f) willful breach of any material obligations of any material provisions under any written agreement or covenant with Bloom Energy. “Good reason” is defined as: (i) a material diminution in executive’s authority, duties, or responsibilities, including a material change in executive’s reporting responsibilities, such that executive is required to report to a person whose duties, responsibilities, and authority are materially less than those of the person to whom executive was reporting immediately prior to such change and/or a material reduction in the level of management to which executive reports, (ii) a reduction in executive’s annual base salary or annual bonus opportunity, (iii) a requirement that executive relocate executive’s principal place of work to a location that increases executive’s one-way commute by more than 50 miles from executive’s then-current work location, or (iv) a material breach of the CIC Agreement by Bloom Energy.

  118. Calculation of Potential Payments

    Calculation of Potential Payments The following table sets forth each NEO’s potential payments under the CIC Agreements in the event of a Qualifying Termination or CIC Qualifying Termination, as if such event had occurred on December 31, 2025, the last day of our fiscal year. Mr. Kurzymski became an executive officer on May 2, 2025 and is not a party to a CIC Agreement or any other severance-type arrangement. The value of the equity awards are based on the closing market price of our Class A common stock on December 31, 2025, the last trading day of the fiscal year, which was $86.89 per share. The value of accelerated RSUs for Dr. Sridhar’s in the event of a Qualifying Termination was calculated by multiplying the number of outstanding and unvested RSUs that would vest within 12 months of December 31, 2025 by $86.89. In all other cases, the value of accelerated RSUs and PSUs was calculated by multiplying the number of outstanding and unvested RSUs and PSUs by $86.89. The value of accelerated PSOs was calculated by (i) multiplying the number of shares of Class A common stock underlying unexercised, unearned, and in-the-money options by $86.89 and then subtracting (ii) the exercise price for those same options. Amounts actually received if any of the specified events occur will vary based on factors such as the timing during the year of any such event, our stock price and any changes to our benefit arrangements and policies.

  119. Calculation of Potential Payments

    | | | Potential Payments in Connection With: | | | Name | Type of Benefit | Qualifying Termination ($) | CIC Qualifying Termination ($) | | KR Sridhar1 | Cash Severance | 2,185,000 | 3,135,000 | | | Vesting Acceleration2 | | | | | Accelerated RSUs | 14,481,696 | 28,963,304 | | | Accelerated PSUs | 156,402,000 | 156,402,000 | | | Accelerated PSOs | — | — | | | Continued Coverage of Employee Benefits | 44,576 | 89,151.36 | | | Total Benefits | 173,113,272 | 188,589,455 | | Maciej Kurzymski | Cash Severance | — | — | | | Vesting Acceleration | | | | | Accelerated RSUs | — | — | | | Accelerated PSUs | — | — | | | Accelerated PSOs | — | — | | | Continued Coverage of Employee Benefits | — | — | | | Total Benefits | — | — |

  120. Calculation of Potential Payments

    | 102 | Bloom Energy 2026 Proxy Statement |

  121. Calculation of Potential Payments

    | | | Potential Payments in Connection With: | | | Name | Type of Benefit | Qualifying Termination ($) | CIC Qualifying Termination ($) | | Aman Joshi | Cash Severance | 635,000 | 1,270,000 | | | Vesting Acceleration | | | | | Accelerated RSUs | — | 15,834,399 | | | Accelerated PSUs | — | 8,503,055 | | | Accelerated PSOs | — | 22,006,650 | | | Continued Coverage of Employee Benefits | 44,576 | 66,863.52 | | | Total Benefits | 679,576 | 47,680,968 | | Satish Chitoori | Cash Severance | 600,000 | 1,320,000 | | | Vesting Acceleration | | | | | Accelerated RSUs | — | 10,531,589 | | | Accelerated PSUs | — | 7,671,344 | | | Accelerated PSOs | — | 2,528,825 | | | Continued Coverage of Employee Benefits | 44,576 | 66,864 | | | Total Benefits | 644,576 | 22,118,622 | | Shawn M. Soderberg | Cash Severance | 600,000 | 1,320,000 | | | Vesting Acceleration | — | | | | Accelerated RSUs | — | 9,502,638 | | | Accelerated PSUs | — | 10,773,317 | | | Accelerated PSOs | — | 11,671,500 | | | Continued Coverage of Employee Benefits | 17,463 | 26,194 | | | Total Benefits | 617,463 | 33,293,649 | | Daniel Berenbaum3 | Total Benefits | — | — |

  122. Calculation of Potential Payments

    1The NEOs do not receive any specific severance payments on death or disability. However, Dr. Sridhar’s equity awards may provide for a payout upon his death or disability. In the event of Dr. Sridhar’s termination of employment due to death or disability, the remaining unvested units subject to his RSU awards will vest in full and the 2025 Equity Package PSUs will remain outstanding and eligible to vest subject to their normal terms for the performance period, subject to the achievement of the applicable performance goals. 2The CIC Qualifying Termination does not include i) the potential payout of the Revenue/Gross Margin Award that would vest in a Corporate Transaction if the stock price exceeded a specified threshold because the closing price on December 31, 2025 was below this threshold or ii) the PSU awards granted in December 2024 that are not triggered by a CIC Qualifying Termination, but would remain outstanding and eligible to vest for the performance period. 3Mr. Berenbaum left the Company on May 1, 2025. He received (i) a cash severance payment of $575,000 consisting of one times his base salary and (ii) 50,000 RSUs and 14,889 PSUs that vested on May 15, 2025 with a value of $1,286,100 based on our closing price on such date.

  123. Calculation of Potential Payments

    | Proposal 2 — Non-binding Advisory Vote to Approve the Company’s 2025 Named Executive Officer Compensation | 103 |

  124. Calculation of Potential Payments

    Pay Ratio Disclosure As required by SEC rules, we are providing the following information to explain the relationship between the annual total compensation of Dr. Sridhar, who served as our CEO in 2025, and the annual total compensation of the median employee, excluding our CEO. As of November 30, 2025, we employed 2,194 people in 12 countries, inclusive of officers, executives, full-time, part-time and hourly employees. We selected November 30, 2025 to identify the median employee. This date is within the final three months of our last completed fiscal year, and was also the date used for determining the foreign exchange rate to U.S. dollars for employees paid in other currencies. We excluded 68 employees based in ten non-U.S. countries from our analysis under the de minimis exemption, which allows us to exclude up to 5% of our total non-US employees. This exemption was applied when identifying the median employee, resulting in the exclusion of employees from the following countries: South Korea (37), Taiwan (8), China (4), Italy (6), Japan (3), Germany (2), Switzerland (2), France (1), United Kingdom (3), and Singapore (1). SEC rules allow us to select a methodology for identifying our median employee in a manner that is most appropriate based on our size, organizational structure, and compensation plans, policies, and procedures. For our consistently applied compensation measure, we collected cash compensation paid from January 1, 2025 to December 31, 2025 for all active employees as of November 30, 2025. This included annual base compensation, actual corporate bonus, and commissions paid to employees in 2025. We annualized the compensation of all permanent full-time and part-time employees. We believe that this measure reflects the annual compensation of our employees. Cost of living adjustments were not made. For 2025, we identified the median employee to be a full-time employee in the U.S. paid in U.S. Dollars whose total earnings were $98,317. Dr. Sridhar’s annual total compensation for 2025, as reported in the 2025 Summary Compensation Table, was $3,502,747. Based on this information, for 2025, the ratio of the annual total compensation of our CEO to the median of the annual total compensation of all other employees was estimated to be 35.6 to 1.

  125. Calculation of Potential Payments

    | 104 | Bloom Energy 2026 Proxy Statement |

  126. Calculation of Potential Payments

    Pay Versus Performance Table As required by Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, and Item 402(v) of Regulation S-K, we are providing the following information about the relationship between executive compensation actually paid and certain financial performance of the Company. For further information concerning the Company’s pay for performance philosophy and how the Company aligns executive compensation with the Company’s performance, refer to the Compensation Discussion and Analysis of this Proxy Statement.

  127. Calculation of Potential Payments

    | | Summary Compensation Table Total for PEO1 ($) | Compensation Actually Paid to PEO2 ($) | Average Summary Compensation Table Total for Non-PEO NEOs3 ($) | Average Compensation Actually Paid to Non-PEO NEOs4 ($) | Value of Initial Fixed $100 Investment Based On: | | GAAP Net Income7 ($000s) | Total Revenue8 ($000s) | | Year | | | | | Total Stockholder Return5 ($) | Peer Group Total Stockholder Return6 ($) | | | | 2025 | 3,502,747 | 416,290,717 | 3,445,394 | 32,278,280 | 302.98 | 65.63 | (87,140) | 2,023,994 | | 2024(9) | 44,961,745 | 39,968,711 | 3,792,370 | 6,625,609 | 77.45 | 49.71 | (27,203) | 1,473,856 | | 2023(9) | 1,704,008 | (2,904,929) | 2,841,673 | (334,144) | 51.62 | 61.27 | (307,937) | 1,333,470 | | 2022 | 2,632,248 | (1,564,752) | 4,924,026 | 4,429,158 | 66.70 | 68.01 | (315,086) | 1,199,125 | | 2021 | 34,210,000 | 45,039,705 | 5,309,245 | 4,000,340 | 76.51 | 97.36 | (193,369) | 972,176 |

  128. Calculation of Potential Payments

    1The dollar amounts reported are the amounts of total compensation for our PEO, KR Sridhar, for each of 2025, 2024, 2023, 2022, and 2021. 2The dollar amounts reported represent the amount of “Compensation Actually Paid,” as computed in accordance with SEC rules. The dollar amounts do not reflect the actual amount of compensation earned by or paid during the applicable year. In accordance with SEC rules, the following adjustments were made to total compensation to determine the compensation actually paid:

  129. Calculation of Potential Payments

    | Year | Reported Summary Compensation Table Total for PEO ($) | Deduct Reported Value of Equity Awardsa ($) | Add (or Deduct) Equity Award Adjustmentsb ($) | Compensation Actually Paid to PEO ($) | | 2025 | 3,502,747 | — | 412,787,970 | 416,290,717 | | 2024 | 44,961,745 | (42,394,800) | 37,401,766 | 39,968,711 | | 2023 | 1,704,008 | — | (4,608,937) | (2,904,929) |

  130. Calculation of Potential Payments

    aThe grant date fair value of equity awards represents the total of the amounts reported in the “Stock Awards” and “Option Awards” columns in the Summary Compensation Table for the applicable year. bThe equity award adjustments for each applicable year include the addition (or subtraction, as applicable) of the following: (i) the year-end fair value of any equity awards granted in the applicable year that are outstanding and unvested as of the end of the year; (ii) the amount of change as of the end of the applicable year (from the end of the prior fiscal year) in fair value of any awards granted in prior years that are outstanding and unvested as of the end of the applicable year; (iii) for awards that are granted and vest in the same applicable year, the fair value as of the vesting date; (iv) for awards granted in prior years that vest in the applicable year, the amount equal to the change as of the vesting date (from the end of the prior fiscal year) in fair value; (v) for awards granted in prior years that are determined to fail to meet the applicable vesting conditions during the applicable year, a deduction for the amount equal to the fair value at the end of the prior fiscal year; and (vi) the dollar value of any dividends or other earnings paid on stock or option awards in the applicable year prior to the vesting date that are not otherwise reflected in the fair value of such award or included in any other component of total compensation for the applicable year. The valuation assumptions used to calculate fair values did not materially differ from those disclosed at the time of grant. The amounts deducted or added in calculating the equity award adjustments are as follows:

  131. Calculation of Potential Payments

    | Year | Year End Fair Value of Outstanding and Unvested Equity Awards Granted in the Fiscal Year ($) | Year over Year Change in Fair Value of Outstanding and Unvested Equity Awards Granted in Prior Years ($) | Fair Value as of Vesting Date of Equity Awards Granted and Vested in the Year ($) | Year over Year Change in Fair Value of Equity Awards Granted in Prior Years that Vested in the Year ($) | Fair Value at the End of the Prior Year of Equity Awards that Failed to Meet Vesting Conditions in the Year ($) | Value of Dividends or other Earnings Paid on Stock or Option Awards not Otherwise Reflected in Fair Value ($) | Total Equity Award Adjustments ($) | | 2025 | — | 403,828,378 | — | 8,959,592 | — | — | 412,787,970 | | 2024 | 51,083,000 | (1,739,842) | 7,038,000 | (4,529,356) | (14,450,036) | — | 37,401,766 | | 2023 | — | (5,093,298) | — | 484,362 | — | — | (4,608,937) |

  132. Calculation of Potential Payments

    3The dollar amounts reported represent the average of the amounts reported for the Company’s NEOs as a group (excluding our CEO) in the “Total” column of the Summary Compensation Table in each applicable year. The names of each of the NEOs (excluding our CEO) included for purposes of calculating the average amounts in each applicable year are as follows: (i) for 2025, Messrs. Berenbaum, Chitoori, Kurzymski, and Joshi and Ms. Soderberg, (ii) for 2024, Messrs. Cameron, Berenbaum, Chitoori and Joshi and Ms. Soderberg; (iii) for 2023, Messrs. Cameron, Brooks, and Griffiths and Mses. Moore and Soderberg; (iv) for 2022, Messrs. Cameron and Griffiths, Mses. Moore and Soderberg; and (v) for 2021, Messrs. Cameron, Griffiths, Brooks, and Venkataraman. In 2023, Mr. Brooks, Mr. Griffiths, and Ms. Moore each received compensation for a portion of the year given their departures; as a result, average summary compensation for the non-PEO NEOs was considerably lower than in a typical year.

  133. Calculation of Potential Payments

    | Proposal 2 — Non-binding Advisory Vote to Approve the Company’s 2025 Named Executive Officer Compensation | 105 |

  134. Calculation of Potential Payments

    4The dollar amounts reported represent the average amount of “Compensation Actually Paid” to the NEOs as a group (excluding our CEO), as computed in accordance with SEC rules. The dollar amounts do not reflect the actual average amount of compensation earned by or paid to the NEOs as a group (excluding our CEO) during the applicable year. In accordance with the SEC rules, the following adjustments were made to average total compensation for the NEOs as a group (excluding our CEO) for each year to determine the compensation actually paid, using the same methodology described above in Note 2:

  135. Calculation of Potential Payments

    | Year | Average Reported Summary Compensation Table Total for Non-PEO NEOs ($) | Deduct Average Reported Value of Equity Awards ($) | Add (or Deduct) Average Equity Award Adjustmentsa ($) | Average Compensation Actually Paid to Non-PEO NEOs ($) | | 2025 | 3,445,394 | (2,063,848) | 30,896,734 | 32,278,280 | | 2024 | 3,792,370 | (2,673,975) | 5,507,214 | 6,625,609 | | 2023 | 2,841,673 | (2,146,080) | (1,029,736) | (334,144) |

  136. Calculation of Potential Payments

    a The amounts deducted or added in calculating the total average equity award adjustments are as follows:

  137. Calculation of Potential Payments

    | Year | Average Year End Fair Value of Outstanding and Unvested Equity Awards Granted in the Fiscal Year ($) | Year over Year Average Change in Fair Value of Outstanding and Unvested Equity Awards Granted in Prior Years ($) | Average Fair Value as of Vesting Date of Equity Awards Granted and Vested in the Year ($) | Year over Year Average Change in Fair Value of Equity Awards Granted in Prior Years that Vested in the Year ($) | Average Fair Value at the End of the Prior Year of Equity Awards that Failed to Meet Vesting Conditions in the Year ($) | Average Value of Dividends or other Earnings Paid on Stock or Option Awards not Otherwise Reflected in Fair Value ($) | Total Average Equity Award Adjustments ($) | | 2025 | 13,751,350 | 17,133,252 | — | 702,596 | (690,464) | — | 30,896,734 | | 2024 | 5,780,496 | 143,757 | — | (174,362) | (242,677) | — | 5,507,214 | | 2023 | 340,400 | (303,198) | — | 64,574 | (1,131,513) | — | (1,029,736) |

  138. Calculation of Potential Payments

    5Cumulative TSR is calculated by dividing the sum of the cumulative amount of dividends for the measurement period, assuming dividend reinvestment, and the difference between the Company’s share price at the end of each fiscal year shown and the beginning of the measurement period by the Company’s share price at the beginning of the measurement period. The beginning of the measurement period for each year in the table is December 31, 2020. 6The peer group used for this purpose is the following published industry index: Nasdaq Clean Edge Green Energy Total Return Index. 7The dollar amounts reported represent the amount of net income (loss) reflected in the Company’s audited financial statements for the applicable year (net income (loss) before portion attributable to redeemable noncontrolling interest and noncontrolling interest). 8The Company-selected measure is Revenue as this metric replaced the non-GAAP operating gross margin used to determine ACI awards, described in our Compensation Discussion and Analysis section of this Proxy Statement above. 9The average "Compensation Actually Paid" to the non-PEO named executive officers for fiscal 2024 and 2023 reflects updates to underlying compensation data from that previously reported, including the correction of an immaterial amount previously included in prior year total compensation for one executive and the inclusion of compensation previously omitted for another individual who was a named executive officer for the applicable year but is no longer a named executive officer.

  139. Calculation of Potential Payments

    | 106 | Bloom Energy 2026 Proxy Statement |

  140. Analysis of the Information Presented in the Pay Versus Performance Table

    Analysis of the Information Presented in the Pay Versus Performance Table While the Company utilizes several performance measures to align executive compensation with Company performance, all of those Company measures are not presented in the Pay Versus Performance Table. “Compensation Actually Paid”, as required under SEC rules, reflects adjusted values to unvested and vested equity awards during the years shown in the table based on year-end stock prices, various accounting valuation assumptions, and projected performance modifiers, but does not reflect either the value attributed to those awards by the Compensation Committee at the time of grant or the actual amounts paid out for those awards. Moreover, the Company generally seeks to incentivize long-term performance, and therefore does not specifically align the Company’s performance measures with compensation that is actually paid (as computed in accordance with SEC rules) for a particular year. For a discussion of how our Compensation Committee assessed Bloom Energy’s performance and our NEOs’ pay each year, see the Compensation Discussion and Analysis in this Proxy Statement and in our 2022, 2023, 2024, and 2025 Proxy Statements.

  141. Analysis of the Information Presented in the Pay Versus Performance Table

    | | | | Proposal 3 Ratification of Appointment of Independent Registered Public Accounting Firm | | | | The Board of Directors recommends a vote “FOR” this proposal. | | Stockholders are being asked to ratify the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2026. | |

  142. Analysis of the Information Presented in the Pay Versus Performance Table

    Our Decision to Engage Deloitte The Audit Committee is directly responsible for the appointment, compensation, retention, and oversight of Bloom Energy’s independent accountants. The Audit Committee has appointed Deloitte as our independent registered public accounting firm to audit our consolidated financial statements for the fiscal year ending December 31, 2026. Deloitte has served as our independent auditor since 2020. Deliberate Evaluation Process. The Audit Committee annually reviews Deloitte’s independence and performance in determining whether to retain Deloitte or engage another independent registered public accounting firm as our independent accountants. As part of that annual review, the Audit Committee considers, among other things, the following: •the quality and efficiency of the current services provided to us by Deloitte; •Deloitte’s capability and expertise in handling the breadth and complexity of our operations, including the depth of Deloitte’s energy, technology and hardware expertise and experience; •the value from Deloitte’s sharing of industry trends, insights, and latest practices; •the quality and candor of Deloitte’s communications with the Audit Committee and management; •external data on Deloitte’s audit quality and performance, including recent Public Company Accounting Oversight Board (“PCAOB”) reports on Deloitte and Deloitte’s response to those reports; •how effectively Deloitte maintained its objectivity, independent judgment, and professionalism; •Deloitte’s independence from our Company; and •the appropriateness of Deloitte’s fees. Our Determination. Based on this evaluation, the Audit Committee believes that Deloitte is independent and well-qualified and that it is in the best interests of Bloom Energy and our stockholders to retain Deloitte to serve as our independent auditor. Representatives Available to Stockholders. Representatives of Deloitte are expected to be present during the 2026 Annual Meeting. They will have the opportunity to make a statement if they desire to do so and are expected to be available to respond to appropriate stockholder questions. Impact of Your Vote. Stockholders are not required to ratify the appointment of Deloitte as our independent auditor. However, we are submitting the appointment for ratification as a matter of good corporate governance. If stockholders fail to ratify the appointment, the Audit Committee will consider whether to appoint Deloitte. Even if the appointment is ratified, the Audit Committee may appoint a different independent auditor at any time during the year if it determines that such a change would be in our stockholders’ best interests. Vote Required. Approval of Proposal 3 requires the affirmative vote of a majority of the votes cast for or against this proposal. We recommend you submit your vote as soon as possible. Abstentions and broker non-votes, if any, are not deemed to be votes cast and, therefore, will not affect the outcome of the vote.

  143. Analysis of the Information Presented in the Pay Versus Performance Table

    | Proposal 3 — Ratification of Appointment of Independent Registered Public Accounting Firm | 109 |

  144. Analysis of the Information Presented in the Pay Versus Performance Table

    Principal Accountant Fees and Services The Audit Committee oversees and is responsible for the negotiation of audit fees associated with the retention of Deloitte. The following table provides information regarding the fees paid to Deloitte during the years ended December 31, 2025 and 2024. The Audit Committee has determined that the services provided by Deloitte in fiscal 2025 were compatible with maintaining the principal accountant’s independence and these services were approved by our Audit Committee.

  145. Analysis of the Information Presented in the Pay Versus Performance Table

    | | 2025 | 2024 | | Audit Fees1 | $5,036,156 | $5,447,128 | | Audit-Related Fees2 | $— | $— | | Total Audit and Audit-Related Fees | $5,036,156 | $5,447,128 | | Tax Fees3 | $53,296 | $— | | All Other Fees4 | $1,895 | $1,895 | | Total Tax and All Other Fees | $55,191 | $1,895 | | Total Fees | $5,091,347 | $5,449,023 |

  146. Analysis of the Information Presented in the Pay Versus Performance Table

    1Audit fees consist of fees for professional services rendered in connection with the audit of our annual consolidated financial statements, the review of our quarterly consolidated financial statements, and audit services that are normally provided by independent registered public accounting firms in connection with regulatory and statutory filings. 2Audit-related fees are assurance and related services provided by the principal accountant that are reasonably related to the performance of the audit or review of the financial statements that are not reported under Audit fees. We did not have any audit-related services performed by Deloitte in fiscal 2025. 3Tax fees include a variety of permissible tax services related to the evaluation of tax credits, analysis of the Company’s tax positions, assistance in preparation of statutory tax filings within India, and general tax advisory services (including research and discussions related to tax compliance matters). The Company incurred a small amount of Tax Fees in 2024 related to the preparation of statutory tax filings within India that were billed and paid in 2025. 4All other fees include use of Deloitte’s products and subscription services. Pre-Approval Policies and Procedures Our Procedures. The Audit Committee has adopted procedures for the pre-approval of audit and non-audit services provided by our independent registered public accounting firm. The Audit Committee pre-approves specified services in the defined categories of audit services, audit-related services, and tax services as well as the fees associated therewith. Pre-approval may be given as part of the Audit Committee’s approval of the scope of the engagement of the independent auditor or on an individual, explicit, case-by-case basis before the independent auditor is engaged to provide each service. The Audit Committee Chair is authorized to pre-approve any non-audit service on behalf of the Audit Committee and present these decisions to the full committee at its next regularly scheduled meeting. In its pre-approval and review of non-audit services, the Audit Committee considers, among other factors, the possible effect of the performance of such services on the auditor’s independence. In connection with the audit of our fiscal 2025 financial statements, we entered into an engagement agreement with Deloitte that sets forth the terms by which Deloitte would perform audit services for us.

  147. Analysis of the Information Presented in the Pay Versus Performance Table

    | 110 | Bloom Energy 2026 Proxy Statement |

  148. Analysis of the Information Presented in the Pay Versus Performance Table

    Audit Committee Report Audit Committee’s Role. The Audit Committee’s principal purpose is to assist the Board in its oversight responsibilities pertaining to our accounting practices, system of internal controls, audit processes, and financial reporting processes. In accordance with applicable law, the Audit Committee has ultimate authority and responsibility for selecting, compensating, evaluating, and, when appropriate, replacing our independent audit firm. The Audit Committee is also responsible for overseeing the retention and performance of our internal auditor, as well as establishing procedures for the receipt, retention, and treatment of complaints received by us regarding suspected violations of the law, accounting, internal accounting controls, auditing matters or breaches of our Code of Conduct or Company policies. In addition, the Audit Committee may be contacted directly regarding matters involving accounting, internal controls, auditing matters, fraud, or other matters involving executives. Management’s Role. Our management is responsible for establishing and maintaining adequate internal financial controls, the preparation and presentation of our consolidated financial statements, making certain that the consolidated financial statements are complete and accurate and prepared in accordance with generally accepted accounting principles, and procedures designed to reasonably assure compliance with accounting standards, applicable laws and regulations and the Company’s ethical standards. The Audit Committee relies on the expertise and knowledge of management, the internal auditor, and the independent auditor in carrying out its oversight responsibilities. Auditor’s Role. Deloitte, our independent registered public accounting firm, is responsible for performing an independent audit of the consolidated financial statements and expressing an opinion on the conformity of those consolidated financial statements with generally accepted accounting principles and on management’s assessment of our internal control over financial reporting. 2025 Report. In fulfilling its oversight responsibilities, the Audit Committee has: •reviewed and discussed with management and Deloitte the audited consolidated financial statements for the year ended December 31, 2025 and management’s assessment of, and report on, the effectiveness of the Company’s internal control over financial reporting; •discussed with management and Deloitte significant accounting policies applied in our consolidated financial statements, as well as, when applicable, alternative accounting treatments, the reasonableness of significant estimates and judgments, the clarity of disclosures in our consolidated financial statements, and critical audit matters addressed during the audit; •discussed with Deloitte such matters as are required to be discussed with the Audit Committee under generally accepted auditing standards, including the matters required to be discussed by the applicable requirements of the PCAOB and the SEC; •received the written disclosures and the letter from Deloitte required by applicable requirements of the PCAOB regarding Deloitte’s communications with the Audit Committee concerning independence, and has discussed with Deloitte their independence, and the Audit Committee has concluded that Deloitte’s provision of audit and non-audit services to us and our affiliates is compatible with Deloitte’s independence; •met in periodic executive sessions with each of management, the internal auditor, and Deloitte to discuss the results of the examinations by Deloitte and by internal auditors, their evaluations of internal controls, and the overall quality of the Company’s financial reporting, and other matters as appropriate; and •in accordance with the applicable rules on partner rotation, Deloitte's lead partner for our engagement was changed effective fiscal 2025, following five years of service by the previous partner. The Audit Committee, including the Chair, was involved in considering the selection of Deloitte's new primary engagement partner for the Company. The Audit Committee engaged in a thoughtful, robust review process of several candidates and was involved in the final selection. Based on these reviews and discussions, the Audit Committee has recommended to the Board, and the Board approved, that the audited consolidated financial statements be included in our Annual Report on Form 10-K for the year ended December 31, 2025 for filing with the SEC. Submitted by the following members of the Audit Committee: Mary K. Bush (Chair)