Does Bloom Energy pay interest on these convertible notes?

No. The notes are issued at 0% and do not bear regular interest, and the principal does not accrete. Special interest may apply only in limited circumstances, such as failure to meet certain reporting covenants, and is capped at 0.50% per annum for up to 360 days.

At what stock price would the notes become dilutive, and how is conversion settled?

The initial conversion price is about $194.97 per share, well above the $127.85 reference price on October 30, 2025. Bloom chooses whether to settle conversions in cash, Class A shares, or a combination, so the dilution impact depends on that election and the share price at conversion. Holders generally cannot convert before August 15, 2030 except on specified triggering events.

Can Bloom force conversion or redeem the notes early?

Bloom may redeem the notes for cash on or after November 20, 2028, but only if the stock closes above 130% of the conversion price on at least 20 of 30 consecutive trading days and other conditions are met. Calling notes for redemption also triggers a make-whole conversion rate increase for holders who convert during the redemption period.

How is the proceeds from the offering being used?

Bloom is using approximately $988.4 million of net proceeds to pay the cash portion of the concurrent exchange transactions for the 2028 and 2029 convertible notes. The remaining proceeds are intended for general corporate purposes, including research and development, sales and marketing, manufacturing expansion, general and administrative matters, and capital expenditures.

What happens to holders if Bloom undergoes a change of control?

Upon a Fundamental Change, such as certain change-of-control, business combination, or de-listing events, noteholders may require Bloom to repurchase their notes for cash at par plus accrued and unpaid special interest and additional interest, subject to a limited exception for certain cash mergers. Conversion rates may also increase in certain Make-Whole Fundamental Change circumstances.

BE 8-K: Material Agreements, Financial Events & More

01—Abstract

Summary

Summary of the 8-K filed November 4, 2025. Cited figures are marked; the original filing is the authoritative source.

On November 4, 2025, Bloom Energy (NYSE: BE) closed a private offering of $2.5 billion^a aggregate principal amount of 0% Convertible Senior Notes due November 15, 2030, including the full $300 million overallotment option.

The notes are senior, unsecured obligations that carry no regular interest and do not accrete. They convert at an initial rate of 5.1290 shares per $1,000^b principal, equal to about $194.97 per share, a 52.5% premium over the $127.85 closing price on October 30, 2025. Conversions may be settled in cash, shares, or a combination at the company's election.

Holders generally cannot convert before August 15, 2030 except upon specified triggering events. The company may redeem the notes on or after November 20, 2028 if the stock trades above 130%^c of the conversion price, subject to additional conditions. Concurrently, Bloom entered into privately negotiated exchange transactions with select holders of its 3.00% Green Convertible Senior Notes due 2028 and 2029.

It will exchange about $532.8 million^d of the 2028 notes and $443.1 million of the 2029 notes for roughly $988.4 million in cash, including accrued interest, plus about 42.4 million Class A shares (24.3 million and 18.1 million). Those exchanges are expected to close on or about November 4, 2025. The transaction refinances existing debt into a lower-coupon, longer-dated instrument, but it adds dilution risk from both the exchange shares and the up to 19.55 million shares issuable on conversion, and the cash outlay reduces the net proceeds available for general corporate use.

For investors, the key trade-offs are a substantially lower cash coupon and extended maturity against potential dilution and the cost of the stock-based exchange consideration. Market hedging activity by exchanging holders could also pressure the share price around the closing. Because conversion is at the company's election, the ultimate dilution depends on the share price and settlement method, so investors should monitor future conversion triggers and any additional exchanges or induced conversions the company has flagged.

02—Key points

Key Highlights

Issued $2.5 billion of 0% Convertible Senior Notes due November 15, 2030, including the full $300 million overallotment option, versus the originally announced $1.75 billion.
Initial conversion price of approximately $194.97 per share (5.1290 shares per $1,000), a 52.5% premium to the $127.85 closing price on October 30, 2025.
Concurrent exchanges retire about $532.8 million of 3.00% 2028 notes and $443.1 million of 3.00% 2029 notes for roughly $988.4 million in cash plus about 42.4 million Class A shares.
Notes are senior unsecured and effectively and structurally subordinated to secured debt and subsidiary liabilities, respectively.
Issuer-election settlement (cash, shares, or combination) gives Bloom flexibility, but share settlement would add dilution of up to about 19.55 million shares at the initial maximum conversion rate.
Company may redeem on or after November 20, 2028 if the stock exceeds 130% of the conversion price, subject to Freely Tradable and minimum-outstanding conditions.
Fundamental Change put rights and Events of Default include a $200 million cross-default threshold on indebtedness, with the reporting-covenant remedy capped at 0.50% special interest for up to 360 days.

03—Questions

Frequently Asked Questions

Does Bloom Energy pay interest on these convertible notes?
No. The notes are issued at 0% and do not bear regular interest, and the principal does not accrete. Special interest may apply only in limited circumstances, such as failure to meet certain reporting covenants, and is capped at 0.50% per annum for up to 360 days.
At what stock price would the notes become dilutive, and how is conversion settled?
The initial conversion price is about $194.97 per share, well above the $127.85 reference price on October 30, 2025. Bloom chooses whether to settle conversions in cash, Class A shares, or a combination, so the dilution impact depends on that election and the share price at conversion. Holders generally cannot convert before August 15, 2030 except on specified triggering events.
Can Bloom force conversion or redeem the notes early?
Bloom may redeem the notes for cash on or after November 20, 2028, but only if the stock closes above 130% of the conversion price on at least 20 of 30 consecutive trading days and other conditions are met. Calling notes for redemption also triggers a make-whole conversion rate increase for holders who convert during the redemption period.
How is the proceeds from the offering being used?
Bloom is using approximately $988.4 million of net proceeds to pay the cash portion of the concurrent exchange transactions for the 2028 and 2029 convertible notes. The remaining proceeds are intended for general corporate purposes, including research and development, sales and marketing, manufacturing expansion, general and administrative matters, and capital expenditures.
What happens to holders if Bloom undergoes a change of control?
Upon a Fundamental Change, such as certain change-of-control, business combination, or de-listing events, noteholders may require Bloom to repurchase their notes for cash at par plus accrued and unpaid special interest and additional interest, subject to a limited exception for certain cash mergers. Conversion rates may also increase in certain Make-Whole Fundamental Change circumstances.

04—Continue

← View all 8-K filings