AGM 2026

May 21, 2026

Welcome to the annual meeting for Bloom Energy Corporation. Our host for today's call is K.R. Sridhar, Founder, Chairman of the Board of Directors, and CEO. I would now like to turn the call over to your host. Mr. Sridhar, you may begin. Good morning, ladies and gentlemen. I'm KR Sridhar, Founder, Chairman of the Board of Directors, and CEO of Bloom Energy. It's my pleasure to welcome you to the 2026 annual meeting of stockholders of Bloom Energy Corporation. We appreciate your attendance, your interest, and more importantly, your support of Bloom Energy. It is now 9:00 A.M., and I would like to call this meeting to order. Consistent with the past several years, this year's annual meeting is also being conducted in a virtual-only format. We've designed the format of this year's meeting to ensure that our stockholders who have logged into today's meeting using their control number will be afforded similar rights and opportunities to participate as they would at an in-person meeting. In addition, we have allowed stockholders to provide questions prior to the meeting, which we will address in the Q&A portion of the meeting after the formal business has been concluded, unless the questions pertain to one of the proposals, in which case we will address it at that time. The meeting format will follow the agenda displayed on the virtual meeting website. We will first conduct the formal business portion of the meeting. During the meeting, questions from stockholders should pertain to the proposals being considered at that particular time. After the formal part of the meeting, we will adjourn, and I will review the company's recent business activities. Please reserve any questions pertaining to the business until that time. In order to ensure an orderly meeting, we ask that everyone follow the meeting rules of conduct and procedures posted on the virtual meeting website. If you experience any technical difficulties during the meeting, please call the technical support number posted on the virtual meeting website. With me today is Shawn Soderberg, Bloom's Chief Legal Officer and Corporate Secretary. Ms. Soderberg will act as secretary of this meeting. Also present at the meeting today are members of our board of directors, whom I would like to introduce. I would like to introduce our Lead Independent Director, Jeff Immelt, who's also a Class II director nominee. The rest of our Class II director nominees, Barbara Berger, Jim Snabe, and Eddy Zervigon. Our other independent directors in attendance today are Michael J. Boskin, John T. Chambers, Cynthia J. Warner, Mary K. Bush, and Gary Pinkus. I would also like to take this opportunity to introduce our Bloom leadership team in addition to Shawn and myself. First, I would like to welcome our new CFO, Simon Edwards, to his first Bloom annual meeting. Over the past year, we have been deliberate in our search for a new CFO. It was important to us that we not only find the right CFO for Bloom today, but the right leader and business partner to help Bloom scale for the future. Simon brings a rare combination of capabilities with his systems engineering background, 10 years of financial experience at GE, experience in the development of disciplined operating models and scaling manufacturing for complex environments, and AI industry experience as he was most recently CFO of ROC. Moving on to the rest of the team, we also have Satish Chitoori, Chief Operations Officer, Aman Joshi, Chief Commercial Officer, Carl Cottuli, Head of Development Engineering, Ravi Prasher, Chief Technology Officer, Deepak Shukla, Head of Services and Systems Operations, Aaron Hoover, Head of Business and Corporate Development, Karen Maxwell, Head of Quality and Reliability, James Roth, Head of Government Affairs and Policy, Natalie Sunderland, Chief Marketing Officer, Sonja Wilkerson, Chief People Officer, and Chris Long, Head of Program Management. We also have present today Amy Parker, our lead audit director from Deloitte & Touche, the company's independent auditor, and our inspector of elections is Mr. Patrick Tracy, a representative of CT Hagberg, who has been appointed as the inspector of elections for this meeting and has provided his oath of inspector of election prior to the meeting. At this time, I would like to ask our Corporate Secretary, Shawn Soderberg, to remind you of the ground rules for the meeting. Thank you, K.R. The rules of conduct and procedure are set forth on the virtual meeting website, and we ask that they be followed throughout this meeting. As set forth in the meeting conduct and procedures, the stockholder can ask the question at any time during the meeting by typing the question into the Ask a Question field on the virtual meeting website and clicking Submit. Only appropriate questions relevant to the purposes of the meeting and the company's business will be addressed. The representatives of Deloitte are available to answer any audit-related questions from stockholders. K.R.'s remarks today and our answers to questions may contain forward-looking statements, including expectations, projections, and other potential future events. The actual results may vary and may differ materially from these forward-looking statements due to risks and uncertainties provided in our annual report on Form 10-K and our other SEC filings. At this time, I would like to ask Shawn to confirm that notice for this meeting was appropriately provided and there are sufficient shares represented at this meeting, either virtually or by proxy, to constitute a quorum for the purpose of transacting business. They are. I can report that notice of this meeting was duly given and that an affidavit of distribution has been provided. I have an affidavit of distribution certifying that notices of the annual meeting were mailed commencing on or about April 8th, 2026. A copy of the notice of the meeting and the affidavit of distribution will be incorporated into the minutes of this meeting. All stockholders of record at the close of business on the record date of March 24th, 2026, are entitled to vote at the annual meeting. As of the record date, there were 284 million shares of Class A common stock outstanding and entitled to vote. We are informed by the Inspector of Elections that there are represented at the meeting, virtually or by proxy, more than 50% of the voting power of all shares outstanding on the record date, and therefore a quorum is present. The meeting is now duly convened for purposes of transacting such business as may properly come before it. The next order of business is the direction of the matters to be voted on at today's meeting. We have five proposals to be voted on at this meeting by the stockholders of the company. Voting will commence after all proposals have been presented. If you have a question regarding any of these proposals, please submit your questions to the virtual meeting website at this time. The first proposal is the election of four Class II directors to serve a three-year term expiring at the 2029 annual meeting of stockholders and until their successors are duly elected and qualified. The Board of Directors of the company has nominated the following individuals for election as Class II directors: Jeff Immelt, Barbara Berger, Jim Snabe, and Eddy Zervigon. The company has an advanced notice provision in its bylaws. Accordingly, all nominations are closed. Proposal number two. The second proposal is an advisory non-binding vote to approve the compensation of our named executive officers. Proposal number 3 is the ratification of appointment of the independent registered public accounting firm. The Audit Committee of the Board of Directors has appointed Deloitte & Touche as independent registered public accounting firm to audit the company's consolidated financial statements for the fiscal year ending December 31, 2026, and we are asking our stockholders to ratify this appointment as a matter of good corporate practice. The fourth proposal is the amendment of our restated certificate of incorporation to provide for officer exculpation as permitted by Delaware law. The fifth and last proposal is the amendment of our restated certificate of incorporation to remove outdated references to Class B common stock now that our dual-class stock structure has sunset and all Class B common stock has been As there are no questions pertaining to the proposals, we'll move on to voting. It is now 9:10 A.M. The polls are open. I'll get the voting process started. Shareholders attending this meeting can vote their shares online by clicking the Vote Here button on their screen. Stockholders who have voted their proxies by internet or by phone or who have sent in their proxy cards by mail do not need to vote again at this time unless they wish to change their earlier vote or they requested a legal proxy to attend the meeting. I now ask that stockholders who have not yet voted or who wish to change their vote do so now through the virtual meeting website. We now appear to have completed all voting. It is 9:17 A.M. I hereby declare the polls closed. The electronic votes and proxies will be held in the records of the Inspector of Election. The Inspector of Election has counted the votes received by proxy prior to the meeting and will count all votes received electronically at the meeting today. They are based on the preliminary report from the Inspector of Election. I can report that all director nominees have been elected to serve as Class II directors and to serve a three-year term expiring at the 2029 annual meeting of stockholders. I can further report that all other proposals have been approved. We will file the final report of the inspector of election with the records of this meeting. We expect to report the results of the voting on a current report on Form 8-K to be filed with the SEC within four business days of this meeting. Thank you for attending today's meeting. The formal business of the meeting is completed, and the meeting is adjourned. I will now make a few remarks about the company, and then we'll have a brief question and answer period. Good morning, everyone, today, and thank you for joining us. As Bloom Energy celebrates its 25th anniversary, I want to begin by thanking our employees, business partners, customers, investors, and the communities we serve for believing in, supporting, and enabling our mission. For more than two decades, Bloom Energy has been built around a simple conviction: electricity should be abundant and affordable for all. When we founded this company, we believed the world would need abundant power than the traditional grid alone can provide. We believed electricity would become central to economic growth, industrial competitiveness, and human progress. We believed clean, reliable onsite generation would become essential to a digitizing world. Today, that vision is being validated at an accelerating pace. AI, digital infrastructure, advanced manufacturing, and building and transportation electrification are all driving explosive growth in electricity demand. Entire industries are being constrained today, not by ambition or capital, but by the lack and access of power. For data center customers, the challenge is no longer just price to power. It is availability and infrastructure readiness. The centralized grid model that powered the last century was not designed for the current scale and pace of growth. This is especially true for AI factories, which will be the dominant use case for both consumption and transformation over the next decade. These facilities require massive amounts of reliable baseload power that can also accommodate massive and rapid load following. Yet, in many regions, even the generation and transmission infrastructure needed to support baseload alone could take years to build. We believe there is a better path. Bloom's decentralized onsite power platform is purpose-built for this moment. Our modular systems can bypass transmission bottlenecks entirely, enabling customers to deploy power where and when it is needed, at the scale they require. They can also operate independently in islanded microgrids, allowing customers to avoid dealing with lengthy grid interconnection timelines. Customers in AI or commercial and industrial segments no longer have to wait years for grid upgrades before building critical infrastructure. They can deploy fuel cell power without this infrastructure in time to meet their power needs. Equally important is how this infrastructure impacts the communities where it is deployed. As more on-site generation is built to support AI and digital infrastructure, communities will increasingly ask an important question: What kind of neighbor will this infrastructure be? We believe communities should not have to choose between economic growth and quality of life. Bloom offers a fundamentally different approach. Unlike conventional combustion technology, our systems produce virtually no air pollutants, no SOx, NOx, or particulate emissions. They operate quietly, require no water during normal operation, and deliver large amounts of power with a very small land footprint. Importantly, by avoiding grid connection, our projects can protect ratepayers from increases in their energy costs and simultaneously ensuring that our customers have a predictable and affordable price for their power. Our flexible platform also provides a pathway to zero carbon electricity future. Bloom's highly efficient systems primarily operate on natural gas today, but also support the use of low carbon fuels such as biogas and hydrogen. We also continue to innovate around our heat recovery and carbon capture offerings, offering multiple pathways for our customers to achieve high efficiency and reduce carbon footprint. That's why hyperscalers like Oracle are replacing entire conventional systems with fuel cells The world needs more power, and communities need responsible power infrastructure, and those priorities can coexist. Bloom enables economic growth and industrial expansion without negative trade-offs. The regions that can provide abundant, resilient power will attract industries, create jobs, and lead the next era of economic growth. At Bloom, we believe abundant power will be a strategic differentiator in the AI era. As we look ahead, our mission remains unchanged, to make electricity abundant and affordable for all. Everything we do is centered around impact, resilience, and access for our customers and communities and economies they support. I want to close by thanking the entire Bloom team for their dedication and perseverance. I also want to thank our customers and shareholders for your continued trust and support throughout this journey. The opportunity ahead of us is extraordinary. As industries, economies, and communities rethink how they power the future, we believe Bloom Energy is uniquely positioned to offer a better solution and lead this power transformation. Thank you very much. At this point, we will look at questions, Shawn. Yes. I'd now like to open the meeting for questions or comments by our stockholders. You are reminded that we will be following the rules of conduct and procedures set forth on the web portal. We ask that you restrict your remarks to the business of the meeting or the company. A stockholder can ask a question by typing the question into the Ask a Question field on the virtual meeting website and clicking submit. We will also address the questions provided to the company prior to the meeting. We have a question here, Aman Joshi. I will hand it over to our Chief Commercial Officer. Aman, please describe what a hyperscaler contract looks like. Sure. Thanks, Shawn. When you think about a hyperscaler contract, there are five elements to it. One is a long-term capacity payment that the hyperscaler would be making for using our assets. There's a long-term O&M contract to manage and run these assets for the hyperscaler. There's financing for the power purchase agreements that we do to our partners to clearly pay for them. There's operating performance guarantees around output emissions, gas conversion efficiency, flexibility for customers to AI load follow, and ramp up and down the assets. Finally, there's time and schedule commitments to enable power and electrons for the customers to match their power needs as they're building their data centers. Thank you. We have another question on carbon capture. How large does a project need to be to utilize the carbon capture solution? What size makes sense? When it comes to carbon capture, there are places in the world today where either you have a CO2 pipeline, a dedicated CO2 pipeline. There are only a few places, but they're important places where there's a lot of new electricity being demanded, and it would be great for us to be able to do that. The states that come to mind right away will be states like Louisiana, Texas. They're a carbon dioxide pipeline system. Where a pipeline like that exists, hundreds of megawatt scale is sufficient to be able to operate a system and deliver the exhaust carbon dioxide, which is of high purity, coming out of the Bloom Box into that major CO2 pipeline spine going to a sequestration site. There are many other sites in many parts of the country in the U.S., take states like Wyoming, West Virginia, Pennsylvania, where the geology underneath the soil is so good for a Class VI well, which is a well that can sequester carbon dioxide for eternity if you put that in, without creating any damage to the environment or to the soil. In those sites, as long as our systems are located near the site and piping can go to that Class VI well, we will be able to do it. Again, anywhere 300 MW and greater would work. How should it work in the long term? There should be carbon dioxide pipelines to major industrial hubs and major city hubs where power is being consumed. These pipelines, which are extremely benign because they're carrying carbon dioxide, it's not a toxic gas. It's not a gas that can explode. We have pipelines for much harder things to transport, and this is an easy molecule to transport. These hubs will then bring that gas to a Class VI well or be connected to a national grid. I can foresee a future in the next decade or so where that hub exists across the board and pretty much any large user, even in the tens of megawatts, gets connected to this pipeline. Because of the scale, they're able to sequester carbon dioxide at a price that's affordable. The key is getting to zero carbon, but also to affordability. Great. We have another question here that I'll pass to Aman. Aman, does Bloom sell our Energy Servers to countries where we don't have offices? Yes. The way I want all our shareholders to think about is Bloom's solution is going to be everywhere. We should expect the adoption of our technology, as our Chairman says, happen in industrials, with utilities, with data centers, because we believe in the concept of abundant power for everyone. We are a digital age technology and a digital infrastructure, so we don't necessarily need a huge physical presence in the country for our systems to operate. We have extensive billions of data points that come to us every day for every fuel cell that we remotely monitor through our extensive diagnostic platform that we have. We have field service engineers. Unlike a conventional mechanical age combustion system, Bloom fuel cell is able to manage and run their systems remotely with minimal people on ground and yet offer the highest reliability of any power generation equipment in the world. Thank you. We have one last question for today, and the question reads as follows: During the recent Q1 earnings call, Brookfield's CEO stated that they were already in talks with Bloom to expand Bloom's $5 billion AI infrastructure partnership by multiples and not percentages due to overwhelming demand. Can you provide some color on this expansion discussions with Brookfield and how Bloom plans to execute on this potential multi-gigawatt scaling? Look, any comments made by any of our business partners, we leave it to them to explain, and when they are ready to speak about it publicly, we will join them in speaking about it publicly. That's always been our policy, and that'll continue to be our policy. Brookfield is an amazing partner. As you all probably know, they are one of the most respected and largest infrastructure funds that have made it abundantly clear that they are going to be involved in the entire value stream of AI. Being involved in the entire value stream of AI is a multi-trillion dollar pursuit. This is what Brookfield is going to be involved in, and power is integral to that, and Brookfield has chosen us as their preferred partner for providing power. $5 billion as their CEO of the fund said publicly, was a great start and a pilot. We would expect that to continue. We would wait for them to be able to tell you what that amount is. They are one of our best financial partners. We have a few others. We look forward to continuing to work with them and have a great relationship and a tremendous amount of respect for them. There being no further questions, having reached the time limit also, we will conclude. I want to thank all of you who have attended this meeting for your interest that you have shown in the company. We look forward to engaging with you during our future quarterly calls and annual meetings. Thank you very much. This now concludes the meeting. Thank you for joining, and have a pleasant day.