Bloom Energy (BE) risk factors, 2025 10-K

Risks Related to Our Business, Industry and Sales

1. 01Distributed energy generation and hydrogen production are emerging markets, and they may not receive widespread market acceptance or demand may be lower than we expect, which may make evaluating our business and future prospects difficult
2. 02Index to Financial Statements
3. 03Our products involve a lengthy sales and installation cycle, and if we fail to close sales on a regular and timely basis, our business could be harmed
4. 04Our products have significant upfront costs, and, for some customers, we need to attract investors to help them finance purchases
5. 05The economic benefits of our Energy Server systems to our customers depend on both the price of gas available from the local gas utilities and the cost of electricity available from alternative sources, including local electric utility companies, and such cost structure is subject to change
6. 06If we are not able to reduce our costs or meet service performance expectations with respect to our products, our profitability may be impaired
7. 07Deployment of our fuel cell products can be affected by interconnection requirements, export tariff arrangements and utility tariff requirements that are each subject to change
8. 08Deployment of our Energy Server systems relies on fuel supply and fuel specification requirements, which are subject to change
9. 09We face significant competition
10. 10We derive a substantial portion of our revenue and backlog from a limited number of customers, and the loss of or a significant reduction in orders from a large customer could have a material adverse effect on our operating results and other key metrics
11. 11Our future growth will depend on expanding and diversifying our products and market opportunities, and if we are not successful, our operating results and future growth prospects could be adversely affected
12. 12Our ability to develop new solutions and enter into new markets could be negatively impacted by regulatory restrictions, market acceptance, or if we are unable to identify and successfully engage with partners to assist in such development or expansion
13. 13Our products may not be successful if we are unable to maintain alignment with evolving industry standards and requirements

Risks Related to Our Products and Manufacturing

1. 14Our future success depends in part on our ability to increase production capacity for our products, and we may not be able to do so in a timely or cost-effective manner
2. 15If our products contain manufacturing defects, our business and financial results could be harmed
3. 16The performance of our products may be affected by factors outside of our control, which could result in harm to our business and financial results
4. 17If our estimates of useful life for our products are inaccurate or we do not meet our performance warranties and guaranties, our business and financial results could be harmed
5. 18Our business is subject to risks associated with construction, utility interconnection, fuel supply, cost overruns and delays, including those related to obtaining government permits and other contingencies that may arise in the course of completing installations
6. 19We have, in some instances, entered into long-term supply agreements that could result in excess or, if one or more suppliers do not produce for any reason, insufficient inventory, above market pricing or higher costs, and negatively affect our results of operations
7. 20We face supply chain competition, including competition from businesses in other industries, which could result in insufficient inventory and negatively affect our results of operations
8. 21We, and some of our suppliers, obtain capital equipment used in our manufacturing process from sole suppliers, and if this equipment is damaged or otherwise unavailable, our ability to deliver our products on time will suffer
9. 22Possible new trade tariffs could have a material adverse effect on our business
10. 23A failure to properly comply with foreign trade zone laws and regulations could increase the cost of our duties and tariffs
11. 24Any significant disruption to the operations at our headquarters or manufacturing facilities could delay the production of our products, which would harm our business and results of operations
12. 25We may introduce and promote new technologies that have not yet been proven at commercial scale, and which may not work as intended, be delivered on a timely basis or at all, be developed according to specifications and/or received well by customers
13. 26Our limited history of manufacturing new products, such as our Electrolyzers, makes it difficult to evaluate our future prospects and the challenges we may encounter

Risks Related to Government Incentive Programs

1. 27Our business currently benefits from the availability of rebates, tax credits and other financial programs and incentives, and changes to such benefits could cause our revenue to decline and harm our financial results
2. 28We utilize governmental rebates, tax credits, and other financial incentives to lower the effective price of our products to customers in the U.S. and Japan, India, Republic of Korea, and Taiwan (collectively, our “Asia Pacific region”)
3. 29In the U.S., we rely on tax equity financing arrangements to realize the benefits provided by federal tax benefits and accelerated tax depreciation and in the event these programs are terminated, our financial results could be harmed. We also rely on incentives in the Korean, European and other international markets

Risks Related to Legal Matters and Regulations

1. 30We are subject to laws and regulations that could impose substantial costs upon us and cause delays in the delivery and installation of our products
2. 31In addition, the rules and regulations regarding the production, transportation, storage, and use of hydrogen, including with respect to safety, environmental and market regulations and policies, are in flux and may limit the market for our products that utilize hydrogen as a fuel source
3. 32We are in an unsettled regulatory and legal environment with increasing compliance complexity and costs associated with legal and compliance matters
4. 33As we expand into international markets, we may be subject to local content requirements or pressures which could increase costs or reduce demand for our products
5. 34With respect to our products that run, in part, on fossil fuel, we may be subject to a heightened risk of regulation, the loss of certain incentives, and to changes in our customers’ energy procurement policies
6. 35Existing regulations and changes to such regulations may create technical, regulatory, and economic barriers, which could significantly reduce demand for our products or affect the financial performance of current sites
7. 36We may become subject to product liability claims, which could harm our financial condition and liquidity if we are not able to successfully defend or insure against such claims
8. 37Litigation or administrative proceedings could have a material adverse effect on our business, financial condition and results of operations

Risks Related to Our Intellectual Property

1. 38Our failure to effectively protect and enforce our intellectual property rights may undermine our competitive position, and litigation to protect our intellectual property rights may be costly
2. 39Our patent applications may not result in issued patents, and our issued patents may be successfully challenged in litigation or post-grant proceedings, either of which may have a material adverse effect on our ability to prevent others from commercially exploiting products similar to ours
3. 40We may need to defend ourselves against claims that we infringed, misappropriated, or otherwise violated the intellectual property rights of others, which may be time-consuming and would cause us to incur substantial costs
4. 41Any of the foregoing could adversely affect our business, prospects, operating results, and financial condition. In addition, any litigation or claims, whether or not valid, could harm our brand and reputation, result in substantial costs and divert resources and management attention

Risks Related to Our Financial Condition and Operating Results

1. 42We have incurred significant losses in the past and we may not be profitable in future periods
2. 43Our financial condition and results of operations and other key metrics are likely to fluctuate, which could cause our results for a particular period to fall below expectations, resulting in a severe decline in the price of our common stock
3. 44If we fail to manage our growth effectively, our business and operating results may suffer
4. 45If we fail to maintain effective internal control over financial reporting in the future, the accuracy and timing of our financial reporting may be adversely affected
5. 46Our ability to use deferred tax assets to offset future taxable income may be subject to limitations that could subject our business to higher tax liability

Risks Related to Our Liquidity

1. 47We must maintain the confidence of our customers in our liquidity, including our ability to timely service our debt obligations and grow our business over the long term
2. 48Our indebtedness, and restrictions imposed by the agreements governing our outstanding indebtedness, may limit our financial and operating activities and may adversely affect our ability to incur additional debt to fund future needs
3. 49We may not be able to generate sufficient cash to meet our debt service obligations or our growth plans

Risks Related to Our Operations

1. 50Expanding operations internationally could expose us to additional risks
2. 51Data security breaches and cyberattacks could compromise our intellectual property or other confidential information and cause significant damage to our business, product performance, brand, and reputation
3. 52If we are unable to attract and retain key employees and hire qualified management, technical, engineering, finance and sales personnel, our ability to compete and successfully grow our business could be harmed
4. 53Competition for manufacturing employees is intense, and we may not be able to attract and retain the qualified and skilled employees needed to support our business

Risks Related to Ownership of Our Common Stock

1. 54The stock price of our common stock has been and may continue to be volatile
2. 55We may issue additional shares of our common stock in connection with future conversions of the Green Notes, which may dilute our existing stockholders and potentially adversely affect the market price of our common stock
3. 56Future sales of our common stock by SK ecoplant Co., Ltd. or its affiliates, or the perception that such sales could occur, may adversely affect the market price of our common stock
4. 57We do not intend to pay dividends for the foreseeable future
5. 58Provisions in our charter documents and under Delaware law could make an acquisition of us more difficult, limit stockholders’ rights, and limit the market price of our common stock
6. 59Scrutiny regarding ESG practices and disclosures could result in additional costs and adversely impact our business, brand and reputation