Bloom Energy CorpBE
Bloom Energy Corp Debt Disclosure
Outstanding Loans and Security Agreements
The following is a summary of our debt as of December 31, 2025 (in thousands, except percentage data):
| Unpaid Principal Balance | Net Carrying Value | Interest Rate | Maturity Dates | Entity | ||||||||||||||||||||||||||||||||||||||||
| Current | Long- Term | Total | ||||||||||||||||||||||||||||||||||||||||||
0% Convertible Senior Notes due November 2030 | $ | 2,500,000 | $ | — | $ | 2,442,091 | $ | 2,442,091 | 0.0% | November 2030 | Company | |||||||||||||||||||||||||||||||||
3.0% Green Convertible Senior Notes due June 2029 | 75,125 | — | 73,473 | 73,473 | 3.0% | June 2029 | Company | |||||||||||||||||||||||||||||||||||||
3.0% Green Convertible Senior Notes due June 2028 | 99,655 | — | 98,162 | 98,162 | 3.0% | June 2028 | Company | |||||||||||||||||||||||||||||||||||||
| Total recourse debt | 2,674,780 | — | 2,613,726 | 2,613,726 | ||||||||||||||||||||||||||||||||||||||||
4.6% Term Loan due October 2026 | 2,769 | 2,769 | — | 2,769 | 4.6% | October 2026 | Korean JV | |||||||||||||||||||||||||||||||||||||
4.6% Term Loan due April 2026 | 1,384 | 1,384 | — | 1,384 | 4.6% | April 2026 | Korean JV | |||||||||||||||||||||||||||||||||||||
| Total non-recourse debt | 4,153 | 4,153 | — | 4,153 | ||||||||||||||||||||||||||||||||||||||||
| Total debt | $ | 2,678,933 | $ | 4,153 | $ | 2,613,726 | $ | 2,617,879 | ||||||||||||||||||||||||||||||||||||
The following is a summary of our debt as of December 31, 2024 (in thousands, except percentage data):
| Unpaid Principal Balance | Net Carrying Value | Interest Rate | Maturity Dates | Entity | ||||||||||||||||||||||||||||||||||||||||
| Current | Long- Term | Total | ||||||||||||||||||||||||||||||||||||||||||
3.0% Green Convertible Senior Notes due June 2029 | $ | 402,500 | $ | — | $ | 391,239 | $ | 391,239 | 3.0% | June 2029 | Company | |||||||||||||||||||||||||||||||||
3.0% Green Convertible Senior Notes due June 2028 | 632,500 | — | 619,111 | 619,111 | 3.0% | June 2028 | Company | |||||||||||||||||||||||||||||||||||||
2.5% Green Convertible Senior Notes due August 2025 | 115,000 | 114,385 | — | 114,385 | 2.5% | August 2025 | Company | |||||||||||||||||||||||||||||||||||||
| Total recourse debt | 1,150,000 | 114,385 | 1,010,350 | 1,124,735 | ||||||||||||||||||||||||||||||||||||||||
4.6% Term Loan due October 2026 | 2,705 | — | 2,705 | 2,705 | 4.6% | October 2026 | Korean JV | |||||||||||||||||||||||||||||||||||||
4.6% Term Loan due April 2026 | 1,352 | — | 1,352 | 1,352 | 4.6% | April 2026 | Korean JV | |||||||||||||||||||||||||||||||||||||
| Total non-recourse debt | 4,057 | — | 4,057 | 4,057 | ||||||||||||||||||||||||||||||||||||||||
| Total debt | $ | 1,154,057 | $ | 114,385 | $ | 1,014,407 | $ | 1,128,792 | ||||||||||||||||||||||||||||||||||||
Recourse debt refers to debt that we have an obligation to pay. Non-recourse debt refers to debt that is recourse to only our subsidiary, the Korean JV. The differences between the unpaid principal balances and the net carrying values reflect unamortized deferred financing costs, including the initial purchasers’ discounts, where applicable, and premiums or discounts associated with our debt, if any. We and all of our subsidiaries were in compliance with all financial covenants as of December 31, 2025 and 2024.
Recourse Debt Facilities
0% Convertible Senior Notes due November 2030 | 3.0% Green Convertible Senior Notes due June 2029 | 3.0% Green Convertible Senior Notes due June 2028 | 2.5% Green Convertible Senior Notes due August 2025 | ||||||||||||||||||||
Issuance date/Indenture date1 | November 4, 2025 | May 29, 2024 | May 16, 2023 | August 11, 2020 | |||||||||||||||||||
Aggregate principal amount issued | $2,500.0 million | $402.5 million | $632.5 million | $230.0 million | |||||||||||||||||||
Initial purchasers’ discount2 | $50.0 million | $12.1 million | $15.8 million | $6.9 million | |||||||||||||||||||
Other issuance costs2 | $9.8 million | $0.7 million | $3.9 million | $3.0 million | |||||||||||||||||||
Net proceeds received | $2,440.2 million | $389.7 million | $612.8 million | $220.1 million | |||||||||||||||||||
Due date3 | November 15, 2030 | June 1, 2029 | June 1, 2028 | August 15, 2025 | |||||||||||||||||||
Greenshoe option4 | $300.0 million | $52.5 million | $82.5 million | N/A | |||||||||||||||||||
Senior, unsecured obligations | Yes | Yes | Yes | Yes | |||||||||||||||||||
Interest rate and payment schedule | Do not bear regular interest and will not accrete in principal amount over time | 3.0% per annum, payable semi-annually in arrears on June 1 and December 1 of each year, beginning on December 1, 2024 | 3.0% per annum, payable semi-annually in arrears on June 1 and December 1 of each year, beginning on December 1, 2023 | 2.5% per annum, payable semi-annually in arrears on February 15 and August 15 of each year, beginning on February 15, 2021 | |||||||||||||||||||
Redemption date5 | November 20, 2028 | June 7, 2027 | June 5, 2026 | August 21, 20236 | |||||||||||||||||||
Conversion date7 | August 15, 20308 | March 1, 20298 | March 1, 20288 | May 15, 20259 | |||||||||||||||||||
Conversion trigger quarter-end date7 | March 31, 2026 | September 30, 202410 | September 30, 202310 | December 31, 2020 | |||||||||||||||||||
Initial conversion rate, shares of Class A common stock per $1,000 principal amount of notes11 | 5.1290 | 47.9795 | 53.0427 | 61.6808 | |||||||||||||||||||
Initial conversion price, per share of Class A common stock11 | $194.97 | $20.84 | $18.85 | $16.21 | |||||||||||||||||||
Incremental shares under Make-Whole Fundamental Change12, shares of Class A common stock per $1,000 principal amount11 | 2.6926 | 15.5932 | 22.5430 | 15.4202 | |||||||||||||||||||
The maximum number of shares into which the notes could have been potentially converted if the conversion features were triggered: | |||||||||||||||||||||||
as of December 31, 2025 | 19,554,000 | 4,775,899 | 7,532,493 | N/A | |||||||||||||||||||
as of December 31, 2024 | N/A | 25,588,011 | 47,807,955 | 8,866,615 | |||||||||||||||||||
Effective interest rate at issuance | 0.5% | 3.8% | 3.8% | 3.5% | |||||||||||||||||||
Customary provisions relating to the occurrence of Events of Default | See footnote 13 | See footnote 13 | See footnote 13 | See footnote 13 | |||||||||||||||||||
Classification of net carrying value in consolidated balance sheets. | |||||||||||||||||||||||
as of December 31, 2025 | Long-term liability | Long-term liability | Long-term liability | N/A | |||||||||||||||||||
as of December 31, 2024 | N/A | Long-term liability | Long-term liability | Short-term liability | |||||||||||||||||||
1 Issued pursuant to, and are governed by, an indenture, between us and U.S. Bank Trust Company, National Association (applicable for 0% Notes, the 3.0% Green Notes due June 2029, and the 3.0% Green Notes due June 2028) / U.S. Bank National Association (applicable for the 2.5% Green Notes), as Trustee, in private placements to qualified institutional buyers pursuant to Rule 144A of the Securities Act of 1933, as amended.
2 The notes’ initial purchasers’ discount and other issuance costs (collectively, the “Transaction Costs”) were recorded as debt issuance costs and presented a reduction to the notes on our consolidated balance sheets and are amortized to interest expense at an effective interest rate.
3 Unless earlier repurchased, redeemed or converted.
4 Pursuant to the purchase agreement among us and the representatives of the initial purchasers, we granted the initial purchasers an option to purchase an additional aggregate principal amount of the notes. Notes included specified aggregate principal amount pursuant to the full exercise by the initial purchasers of the Greenshoe option.
5 We may not redeem the notes prior to the specified redemption date, subject to a partial redemption limitation. We may elect to redeem, at face value, all or any portion of the notes at any time, and from time to time, on or after the specified redemption date, and on or before the twenty-first (for the 0% Notes and the 3.0% Green Notes due June 2029), or the forty-sixth (for the 3.0% Green Notes due June 2028), or the twenty-sixth (for 2.5% Green Notes) scheduled trading day immediately before the maturity date, provided the share price for our Class A common stock exceeds 130% of the conversion price at redemption.
6 In December 2024, the optional redemption feature of the 2.5% Green Notes was satisfied as the last reported sale price of our common stock exceeded 130% of the conversion price on each of at least 20 trading days (whether or not consecutive) during the 30 consecutive trading day period. However, we did not issue a notice of redemption as of December 31, 2024.
7 Before the specified conversion date, the noteholders have the right to convert their notes only upon the occurrence of certain events, including satisfaction of a condition relating to the closing price of our common stock (the “Closing Price Condition”) (applicable for all notes) or the trading price of the notes (the “Trading Price Condition”), a redemption event, or other specified corporate events (applicable for all notes, except 2.5% Green Notes). If the Closing Price Condition is met on at least 20 (whether or not consecutive) of the last 30 consecutive trading days in any calendar quarter, and only during such calendar quarter, the noteholders may convert their notes at any time during the immediately following quarter, commencing after the calendar quarter ending on the specified date (i.e., conversion trigger quarter-end date), subject to the partial redemption limitation.
8 Subject to the Trading Price Condition, the noteholders may convert their notes during the five consecutive business days immediately after any ten consecutive trading day period (for 0% Notes) or the five business days immediately after any five consecutive trading day period (for the 3.0% Green Notes due June 2029 and the 3.0% Green Notes due June 2028) in which the trading price per $1,000 principal amount of the notes, as determined following a request by a holder of the notes, for each day of that period is less than 98% of the product of the closing price of our common stock and the then applicable conversion rate. From and after the specified conversion date, the noteholders may convert their notes at any time at their election until the close of business on the second scheduled trading day immediately before the maturity date. Should the noteholders elect to convert their notes, we may elect to settle the conversion by paying or delivering, as applicable, cash, shares of our Class A common stock, $0.0001 par value per share, or a combination thereof, at our election. Please refer to section Induced Conversions of the Existing Notes for details of the conversion of the 3.0% Green Notes due June 2029 and the 3.0% Green Notes due June 2028 in the fourth quarter of the fiscal year 2025.
9 From and after May 15, 2025, the noteholders could convert their 2.5% Green Notes at any time at their election until the close of business on the second trading day immediately before the maturity date. Should the noteholders have elected to convert their 2.5% Green Notes, we could have elected to settle the conversion by paying or delivering, as applicable, cash, shares of our Class A common stock, or a combination thereof. Refer to section 2.5% Green Notes Settlement for further details.
10 The Closing Price Condition was met during the three months ended September 30, 2025, and accordingly, the noteholders could convert their notes during the quarter ended December 31, 2025.
11 The conversion rate and conversion price are subject to customary adjustments upon the occurrence of certain events. Also, we may increase the conversion rate at any time if our Board of Directors determines it is in the best interests of the Company or to avoid or diminish income tax to holders of common stock. In addition, if certain corporate events that constitute a Make-Whole Fundamental Change, occur, then the conversion rate applicable to the conversion of the notes will, in certain circumstances, increase by up to the specified incremental shares of Class A common stock per $1,000 principal amount of notes for a specified period of time.
12 Make-Whole Fundamental Change means (i) a Fundamental Change, that includes certain change-of-control events relating to us, certain business combination transactions involving us and certain delisting events with respect to our Class A common stock, or (ii) the sending of a redemption notice with respect to the notes.
13 The notes contain certain customary provisions relating to the occurrence of Events of Default, as defined in the underlying indentures. If an Event of Default involving bankruptcy, insolvency or reorganization events with respect to us occurs, then the principal amount of, and all accrued and unpaid interest (regular interest, where applicable, special interest or additional interest, if any), on, all of the notes then outstanding will immediately become due and payable without any further action or notice by any person. However, notwithstanding the foregoing, we may elect, at our option, that the sole remedy for an Event of Default relating to certain failures by us to comply with certain reporting covenants in the underlying indentures consists exclusively of the right of the noteholders to receive special interest on the 0% Notes for up to 360 days (on the 0% Notes ) or up to 180 days (on the 3.0% Green Notes due June 2029, the 3.0% Green Notes due June 2028, and the 2.5% Green Notes) at a specified rate per annum not exceeding 0.5% on the principal amount of the notes.
The total interest expense recognized related to our notes for the years ended December 31, 2025, 2024, and 2023, comprised of contractual interest expense and amortization of debt issuance costs, was as follows (in thousands):
| Years Ended December 31, | ||||||||||||||||||||
| 2025 | 2024 | 2023 | ||||||||||||||||||
| Contractual interest expense | ||||||||||||||||||||
0% Convertible Senior Notes due November 2030 | $ | — | $ | — | $ | — | ||||||||||||||
3.0% Green Convertible Senior Notes due June 2029 | 12,169 | 7,111 | — | |||||||||||||||||
3.0% Green Convertible Senior Notes due June 2028 | 16,444 | 18,975 | 11,912 | |||||||||||||||||
2.5% Green Convertible Senior Notes due August 2025 | 1,076 | 4,065 | 5,750 | |||||||||||||||||
| $ | 29,689 | $ | 30,151 | $ | 17,662 | |||||||||||||||
Amortization of the initial purchasers’ discount and other issuance costs | ||||||||||||||||||||
0% Convertible Senior Notes due November 2030 | $ | 1,848 | $ | — | $ | — | ||||||||||||||
3.0% Green Convertible Senior Notes due June 2029 | 2,614 | 1,500 | — | |||||||||||||||||
3.0% Green Convertible Senior Notes due June 2028 | 3,393 | 3,915 | 2,450 | |||||||||||||||||
2.5% Green Convertible Senior Notes due August 2025 | 368 | 1,392 | 1,969 | |||||||||||||||||
| $ | 8,223 | $ | 6,807 | $ | 4,419 | |||||||||||||||
| Total interest expense related to our notes | ||||||||||||||||||||
0% Convertible Senior Notes due November 2030 | $ | 1,848 | $ | — | $ | — | ||||||||||||||
3.0% Green Convertible Senior Notes due June 2029 | 14,783 | 8,611 | — | |||||||||||||||||
3.0% Green Convertible Senior Notes due June 2028 | 19,837 | 22,890 | 14,362 | |||||||||||||||||
2.5% Green Convertible Senior Notes due August 2025 | 1,444 | 5,457 | 7,719 | |||||||||||||||||
| $ | 37,912 | $ | 36,958 | $ | 22,081 | |||||||||||||||
To date, there have been no events necessitating the recognition of special interest expense related to our notes.
The amount of unamortized debt issuance costs of our notes as of December 31, 2025 and 2024, was as follows (in thousands):
| December 31, | ||||||||||||||
| 2025 | 2024 | |||||||||||||
Unamortized debt issuance costs | ||||||||||||||
0% Convertible Senior Notes due November 2030 | $ | 57,909 | $ | — | ||||||||||
3.0% Green Convertible Senior Notes due June 2029 | 1,652 | 11,261 | ||||||||||||
3.0% Green Convertible Senior Notes due June 2028 | 1,493 | 13,389 | ||||||||||||
2.5% Green Convertible Senior Notes due August 2025 | — | 615 | ||||||||||||
| $ | 61,054 | $ | 25,265 | |||||||||||
Capped Calls
On May 11, 2023, in connection with the pricing of the 3.0% Green Notes due June 2028, and on May 15, 2023, in connection with initial purchasers’ exercise of the 3.0% Green Notes due June 2028 Greenshoe Option, we entered into privately negotiated capped call transactions (the “Capped Calls”) with certain counterparties (the “Option Counterparties”). The Capped Calls cover, subject to customary anti-dilution adjustments substantially similar to those applicable to the 3.0% Green Notes due June 2028, the aggregate number of shares of our Class A common stock that initially underlie the 3.0% Green Notes due June 2028, and are expected generally to reduce potential dilution to holders of our common stock upon any conversion of the 3.0% Green Notes due June 2028 and at our election (subject to certain conditions), offset any cash payments
we would be required to make in excess of the principal amount of converted 3.0% Green Notes due June 2028.
The Capped Calls expire on June 1, 2028, and are exercisable only at maturity, but may be early terminated in various circumstances, including if the 3.0% Green Notes due June 2028 are early converted or repurchased. The default settlement method for the Capped Calls is net share settlement. However, we may elect to settle the Capped Calls in cash.
The Capped Calls have an initial strike price of approximately $18.85 per share of Class A common stock, subject to certain adjustments. The strike price of $18.85 corresponds to the initial conversion price of the 3.0% Green Notes due June 2028. The number of shares underlying the Capped Calls is 33,549,508 shares of Class A common stock. The cap price of the Capped Calls is initially $26.46 per share of Class A common stock, which represents a premium of 100% over the last reported sale price of our common stock on May 11, 2023.
The Capped Calls are freestanding financial instruments. We used a portion of the proceeds from the issuance of the 3.0% Green Notes due June 2028 to pay for the Capped Calls’ premium. As the Capped Calls meet certain accounting criteria, they are recorded in stockholders’ equity and are not accounted for as derivatives. The cost of $54.5 million incurred to purchase the Capped Calls was recorded as a reduction to additional paid-in capital on our consolidated balance sheets and will not be remeasured.
The Capped Calls were not impacted by the induced conversion of 3.0% Green Notes due June 2028 in the fourth quarter of fiscal year 2025 (see section Induced Conversions of the Existing Notes for details).
Partial Repurchase of 2.5% Green Notes
On May 29, 2024, we used approximately $141.8 million of the net proceeds from the 3.0% Green Notes due June 2029 offering to repurchase $115.0 million of the outstanding principal amount of our 2.5% Green Notes in privately negotiated transactions. Half of the original principal balance, $115.0 million of the 2.5% Green Notes, was called and repurchased at 122.6% during the second quarter of fiscal year 2024. The 22.6% premium of $26.0 million and unpaid accrued interest of $0.8 million related to the repurchased amount were included in the final payment to the noteholders. As a result of the partial repurchase of the 2.5% Green Notes, for the year ended December 31, 2024, we recognized a loss on extinguishment of debt of $27.2 million.
The effective interest rate of the 2.5% Green Notes after the partial repurchase and before the Debt Exchange (see section Convertible Senior Notes Debt Exchange for details) was 3.3%.
Convertible Senior Notes Debt Exchange
On May 7, 2025, we entered into the Exchange Agreements with certain holders of its 2.5% Green Notes. Pursuant to the Exchange Agreements, $112.8 million in aggregate principal amount of the 2.5% Green Notes, and related accrued and unpaid interest of $0.7 million, were exchanged for $115.7 million in aggregate principal amount of the 3.0% Green Notes due June 2029, which had the same terms and conditions as the 3.0% Green Notes due June 2029 issued on May 29, 2024. The Debt Exchange was accounted for as an extinguishment of debt in accordance with ASC 470, Debt. As a result of the Debt Exchange, we recorded a $32.3 million loss on early extinguishment of debt in our consolidated statements of operations for the year ended December 31, 2025. This loss included a $0.2 million write-off of unamortized debt issuance costs as of the date of the Debt Exchange. Additionally, our consolidated balance sheets reflect an increase of $28.2 million to Additional paid-in capital, as the 3.0% Green Notes due June 2029 pertaining to this Debt Exchange were issued at a premium. Total debt issuance costs related to the Debt Exchange amounted to $3.3 million.
Following the Debt Exchange, the effective interest rates of the 2.5% Green Notes and the 3.0% Green Notes due June 2029 decreased from 3.3% to 1.7% and from 3.8% to 3.2%, respectively.
2.5% Green Notes Settlement
Upon completion of the Debt Exchange, $2.2 million aggregate principal amount of our 2.5% Green Notes remained outstanding. Pursuant to the terms of the 2.5% Green Notes Indenture, unless we made an irrevocable election to settle the 2.5% Green Notes in cash prior to May 15, 2025, the notes were required to be settled in shares of our Class A common stock upon maturity. We did not make such an election by the specified deadline. Accordingly, as of August 15, 2025, the maturity date, the 2.5% Green Notes were fully settled in equity through the issuance of 137,606 shares of our Class A common stock. As a result, we recognized $2.2 million in Additional paid-in capital in our consolidated balance sheets. The impact on other line items within our consolidated balance sheets and our consolidated statements of operations was not material.
Induced Conversions of the Existing Notes
On October 30, 2025, we entered into privately negotiated exchange agreements with certain holders of our Existing Notes. Pursuant to these agreements, we exchanged $975.9 million aggregate principal amount of the Existing Notes for total consideration consisting of $988.4 million in cash, including accrued and unpaid interest of $12.4 million, and 42,407,945 shares of our Class A common stock.
The exchange of the Existing Notes was completed concurrently with the issuance of the 0% Notes. As part of the Exchange Transactions, we extended limited-time inducement offers that provided noteholders with consideration, fair value of which exceeded the value that would have been received under the original conversion terms, resulting in an incremental value to the noteholders (e.g., inducement expense for us). The fair value of the total consideration transferred was determined based on the quoted market price of our Class A common stock on the exchange date and the contractual cash amounts paid.
In accordance with ASC 470, the Exchange Transactions were accounted for as induced conversions. We recognized an inducement expense of $66.2 million for the year ended December 31, 2025, measured as the fair value of the incremental consideration transferred to noteholders in excess of the consideration issuable under the original conversion terms. This amount is presented as a separate line item, Debt conversion inducement expense, in our consolidated statements of operations.
In connection with the conversion, we issued 42,407,945 shares of our Class A common stock. The related equity impact totaled $47.5 million, recorded to Common stock (at par) with the remainder to Additional paid‑in capital. Consistent with conversion accounting, the carrying amount of the Existing Notes, including $18.7 million of unamortized debt issuance costs, was transferred to equity with no gain or loss recognized.
Following the Exchange Transactions, the effective interest rates of the 3.0% Green Notes due June 2029 and 3.0% Green Notes due June 2028 changed from 3.2% to 1.1% and from 3.8% to 4.2%, respectively.
Revolving Credit Facility
On December 19, 2025, we entered into a senior secured multicurrency Revolving Credit Facility in an aggregate available amount of $600.0 million, including a letter of credit sub-facility of up to $90.0 million (the “Credit Agreement”). Borrowings under the Revolving Credit Facility are available in U.S. dollars and certain foreign currencies, including British pounds sterling, euros, Japanese yen, and Singapore dollars, among others. Letters of credit may be issued in multiple currencies.
Loans under the revolving credit facility bear interest, at our option, at an annual rate equal to Term SOFR plus an applicable margin ranging from 1.50% to 2.25% or an adjusted base rate plus an applicable margin ranging from 0.50% to 1.25%, based on our Total Leverage Ratio, as defined in the Credit Agreement. The Company is required to pay a commitment fee ranging from 0.20% to 0.35% per annum on the undrawn portion available under the Revolving Credit Facility, based on our Total Leverage Ratio, and customary letter of credit fees, as necessary.
The Revolving Credit Facility matures on December 19, 2030, subject to certain springing maturity provisions. If specified subordinated debt, high-yield bonds, or permitted convertible indebtedness remains outstanding in excess of defined thresholds within 91 days of their maturity, the Revolving Credit Facility may mature earlier unless liquidity or leverage conditions are satisfied, as described in the Credit Agreement.
The obligations under the Credit Agreement are secured by a lien on substantially all of the tangible and intangible personal property of Bloom, other than intellectual property, and by a pledge of substantially all of the shares of stock, partnership interests and limited liability company interests of the direct material domestic subsidiaries of Bloom and 65% of each class of capital stock of any first-tier material foreign subsidiaries of Bloom, subject to limited exceptions.
The Credit Agreement contains financial covenants that require us to maintain a Secured Leverage Ratio of no more than 3.25 to 1.00 and a Consolidated Interest Coverage Ratio of at least 3.00 to 1.00, each tested quarterly. The Total Leverage Ratio covenant is subject to a temporary step-up following a Material Acquisition, as defined in the Credit Agreement.
As of December 31, 2025, no amounts were drawn under the facility. Deferred financing costs of $3.4 million related to upfront fees and issuance costs have been capitalized and are being amortized over the term of the Revolving Credit Facility. These costs are included within Other long-term assets on our consolidated balance sheets. We are subject to financial covenants, including minimum interest coverage and maximum leverage ratios, and Bloom was in compliance with all covenants as of December 31, 2025. Proceeds of borrowings under the Revolving Credit Facility may be used for working capital, capital expenditures, permitted acquisitions, and other general corporate purposes. We have not triggered any springing
maturity provisions under the Credit Agreement as of the date of the issuance of this Annual Report on Form 10-K. The facility provides enhanced liquidity for general corporate purposes, including strategic initiatives.
Non-recourse Debt Facilities
4.6% Term Loans due April 2026 and October 2026
On April 11, 2023, and October 5, 2023, Korean JV entered into three-year credit agreements with SK ecoplant for KRW2.0 billion and KRW4.0 billion (approximately $1.4 million and $2.8 million, respectively, based on the exchange rate as of December 31, 2025) to support its working capital needs. Both loans bear a fixed interest rate of 4.6% payable upon maturity along with the principal. Neither loan requires us to maintain a debt service reserve.
Repayment Schedule and Interest Expense
The following table presents details of our outstanding loan principal repayment schedule as of December 31, 2025 (in thousands):
| 2026 | $ | 4,153 | |||
| 2027 | — | ||||
| 2028 | 99,655 | ||||
| 2029 | 75,125 | ||||
| 2030 | 2,500,000 | ||||
| Thereafter | — | ||||
| $ | 2,678,933 | ||||
For the years ended December 31, 2025, 2024 and 2023, interest expense of $53.9 million, $62.6 million, and $108.3 million, respectively, including total interest expense related to our debt of $38.1 million, $37.2 million, and $27.6 million, respectively, was recorded in Interest expense on our consolidated statements of operations. Interest expense for the year ended December 31, 2023, included $52.8 million as a result of the SK ecoplant Second Tranche Closing. For additional information, please see Note 17—SK ecoplant Strategic Investment in this Annual Report on Form 10-K.
About Debt Disclosures
Debt disclosures detail a company's borrowing structure — the types of instruments, interest rates, maturity schedule, and covenant restrictions that define its financial obligations and flexibility. This section is essential for assessing refinancing risk, interest rate exposure, and the margin of safety against financial distress.
Key signals: the maturity schedule reveals concentration risk — large maturities within 1-2 years during tight credit markets can force dilutive refinancing or asset sales. Compare the fair value of debt against carrying amount to gauge whether the market views the company's credit risk differently than the balance sheet suggests. Watch covenant compliance disclosures for tightening cushions, especially leverage and interest coverage ratios. Variable-rate debt exposure quantifies sensitivity to interest rate changes. Secured versus unsecured mix affects recovery rates and future borrowing capacity. Compare net debt-to-EBITDA against industry peers and covenant limits to assess financial health.