Bloom Energy CorpBE
Bloom Energy Corp Fair Value Disclosure
Fair Value
Our accounting policy for the fair value measurement of cash equivalents is described in Note 2—Summary of Significant Accounting Policies in this Annual Report on Form 10-K.
Financial Assets and Liabilities Measured at Fair Value on a Recurring Basis
The tables below set forth, by level, our financial assets and liabilities that are accounted for at fair value for the respective periods. The table does not include assets and liabilities that are measured at historical cost or any basis other than fair value (in thousands):
| Fair Value Measured at Reporting Date Using | ||||||||||||||||||||||||||
| December 31, 2025 | Level 1 | Level 2 | Level 3 | Total | ||||||||||||||||||||||
| Assets | ||||||||||||||||||||||||||
| Cash equivalents: | ||||||||||||||||||||||||||
| Money market funds | $ | 2,386,583 | $ | — | $ | — | $ | 2,386,583 | ||||||||||||||||||
| Liabilities | ||||||||||||||||||||||||||
| Derivatives: | ||||||||||||||||||||||||||
| Embedded EPP derivatives | $ | — | $ | — | $ | 5,607 | $ | 5,607 | ||||||||||||||||||
| Fair Value Measured at Reporting Date Using | ||||||||||||||||||||||||||
| December 31, 2024 | Level 1 | Level 2 | Level 3 | Total | ||||||||||||||||||||||
| Assets | ||||||||||||||||||||||||||
| Cash equivalents: | ||||||||||||||||||||||||||
| Money market funds | $ | 749,358 | $ | — | $ | — | $ | 749,358 | ||||||||||||||||||
| Liabilities | ||||||||||||||||||||||||||
| Derivatives: | ||||||||||||||||||||||||||
| Embedded EPP derivatives | $ | — | $ | — | $ | 5,070 | $ | 5,070 | ||||||||||||||||||
Money Market Funds—Money market funds are valued using quoted market prices for identical securities and are therefore classified as Level 1 financial assets.
Embedded Escalation Protection Plan Derivative Liability in Sales Contracts—We estimate the fair value of the embedded EPP derivatives in certain sales contracts using a Monte Carlo simulation model, which considers various potential electricity price curves over the sales contracts’ terms. We use historical grid prices and available forecasts of future electricity prices to estimate future electricity prices. We have classified these derivatives as Level 3 financial liability.
The changes in the Level 3 financial liabilities during the years ended December 31, 2025, 2024 and 2023, were as follows (in thousands):
| Embedded EPP Derivative Liability | |||||
Liabilities at December 31, 2023 | $ | 4,376 | |||
| Changes in fair value | 694 | ||||
Liabilities at December 31, 2024 | 5,070 | ||||
| Changes in fair value | 537 | ||||
Liabilities at December 31, 2025 | $ | 5,607 | |||
To estimate the liabilities related to the EPP contracts, an option pricing method was implemented through a Monte Carlo simulation, which considers various potential electricity price forward curves over the sales contracts’ terms. We use historical grid prices and available forecasts to estimate future electricity prices. The grid pricing EPP guarantees that we provided in some of our sales arrangements represent an embedded derivative, with the initial value accounted for as a reduction in product revenue and any changes, reevaluated quarterly, in the fair market value of the derivative recorded in Loss on revaluation of embedded derivatives.
The unobservable inputs were simulated based on the available values for avoided cost and cost of electricity as calculated for December 31, 2025 and 2024, using an expected growth rate of 7% over the contracts’ life and volatility of 15%. The estimated growth rate and volatility were estimated based on the historical tariff changes for the period 2008 to 2025. Avoided cost is the transmission and distribution cost expressed in dollars per kilowatt hours avoided in the given year of the contract, calculated using the billing rates of the effective utility tariff applied during the year to the host account for which usage is offset by the generator. If the billing rates within the utility tariff change during the measurement period, the average amount of charge for each rate shall be weighted by the number of effective months for each amount.
The inputs listed above would have had a direct impact on the fair values of the EPP derivatives if they were adjusted. Generally, a decrease in electric grid prices would result in an increase in the estimated fair value of our EPP derivative liabilities.
For the years ended December 31, 2025, 2024 and 2023, we recorded the fair value of the embedded EPP derivatives with no material unrealized gains or losses in either of the three years ended December 31, 2025, 2024 and 2023, in our consolidated statements of operations. The fair value of these derivatives was $5.6 million and $5.1 million as of December 31, 2025 and 2024, respectively.
Financial Assets and Liabilities Not Measured at Fair Value on a Recurring Basis
Debt Instruments—The term loans and convertible senior notes are based on rates currently offered for instruments with similar maturities and terms (Level 2). The following table presents the estimated fair values and carrying values of debt instruments (in thousands):
| December 31, 2025 | December 31, 2024 | |||||||||||||||||||||||||
| Net Carrying Value | Fair Value | Net Carrying Value | Fair Value | |||||||||||||||||||||||
| Debt instruments | ||||||||||||||||||||||||||
| Recourse: | ||||||||||||||||||||||||||
0% Convertible Senior Notes due November 2030 | $ | 2,442,091 | $ | 2,140,536 | $ | — | $ | — | ||||||||||||||||||
3.0% Green Convertible Senior Notes due June 20291 | 73,473 | 313,740 | 391,239 | 532,789 | ||||||||||||||||||||||
3.0% Green Convertible Senior Notes due June 20281 | 98,162 | 456,764 | 619,111 | 872,344 | ||||||||||||||||||||||
2.5% Green Convertible Senior Notes due August 2025 | — | — | 114,385 | 163,875 | ||||||||||||||||||||||
| Non-recourse: | ||||||||||||||||||||||||||
4.6% Term Loan due October 2026 | 2,769 | 3,009 | 2,705 | 2,856 | ||||||||||||||||||||||
4.6% Term Loan due April 2026 | $ | 1,384 | $ | 1,550 | $ | 1,352 | $ | 1,482 | ||||||||||||||||||
1 The increase in fair value primarily reflects the rise in the Company’s stock price.
On May 7, 2025, we entered into the Exchange Agreements with certain holders of our 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, were exchanged for $115.7 million in aggregate principal amount of the 3.0% Green Notes due June 2029. As of August 15, 2025, the maturity date, the remaining $2.2 million aggregate principal amount of our 2.5% Green Notes outstanding following the Debt Exchange, was settled through the issuance of our Class A common stock.
On November 4, 2025, we issued the 0% Notes in an aggregate principal amount of $2,500.0 million due November 2030, unless earlier repurchased, redeemed or converted, resulting in net cash proceeds of $2,440.2 million. Concurrently with the issuance of the 0% Notes, we entered into the Exchange Transactions with a limited number of holders of our existing convertible debt to exchange (i) $532.8 million principal amount of the 3.0% Green Notes due June 2028 for aggregate consideration consisting of $539.6 million in cash, including related accrued interest, and 24,302,183 shares of our Class A common stock, and (ii) $443.1 million principal amount of the 3.0% Green Notes due June 2029 for aggregate consideration consisting of $448.8 million in cash, including related accrued interest, and 18,105,762 shares of our Class A common stock.
For details of the Debt Exchange, 2.5% Green Notes settlement, issuance of the 0% Notes and the Exchange Transactions, see Note 8—Outstanding Loans and Security Agreements in this Annual Report on Form 10-K.
Historical Timeline
| Fiscal Year | Filed | |
|---|---|---|
| 2025 | Feb 9, 2026 | Showing above |
| 2024 | Feb 27, 2025 | |
| 2023 | Feb 15, 2024 | |
| 2022 | Feb 21, 2023 | |
| 2021 | Feb 25, 2022 | |
| 2020 | Feb 26, 2021 | |
| 2019 | Mar 31, 2020 | |
| 2018 | Mar 22, 2019 | |
About Fair Value Disclosures
Fair value disclosures classify all assets and liabilities measured at fair value into a three-level hierarchy: Level 1 (quoted market prices), Level 2 (observable inputs like yield curves), and Level 3 (unobservable inputs requiring management estimates). The proportion of Level 3 assets directly reflects how much of the balance sheet depends on internal models rather than market evidence.
Key signals: a growing Level 3 balance relative to total fair-value assets increases valuation uncertainty and earnings volatility risk. Watch for transfers between levels — assets moving from Level 2 to Level 3 often signal deteriorating market liquidity. Unrealized gains and losses on Level 3 positions flow through earnings or other comprehensive income, so large swings deserve scrutiny. For financial institutions, examine the sensitivity disclosures that show how Level 3 valuations change under alternative assumptions. Compare the fair value of debt against its carrying amount to gauge hidden leverage.