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Bloom Energy (NYSE: BE) ties CEO’s new PSU grant to multi-year revenue and margin goals

Filing Impact
(Moderate)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Bloom Energy Corporation approved a new long-term performance equity award for CEO Dr. KR Sridhar as the company pursues growth in distributed energy. The grant covers 271,076 performance-based restricted stock units (PSUs) at target under the 2018 Equity Incentive Plan, with Dr. Sridhar eligible to earn up to 300% of this target based on results.

Vesting depends primarily on achieving objective total revenue goals over the four consecutive fiscal quarters between July 1, 2026 and December 31, 2029 when aggregate total revenue is highest, and is further adjusted by the Company’s non-GAAP product gross margin in fiscal 2029. Continued leadership through December 31, 2029 is required, and net shares from the award must generally be held until December 31, 2031, reinforcing long-term alignment with stockholders.

The Board cited Dr. Sridhar’s leadership and the Company’s growth—market capitalization rising from about $5 billion as of December 31, 2024 to about $79 billion as of June 15, 2026—and noted that a prior 2024 performance award has been outperformed, supporting this new, more rigorous PSU structure.

Positive

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Insights

Bloom Energy grants its CEO a sizable, highly performance-based PSU award tied to multi-year revenue and margin goals.

The company has granted Dr. KR Sridhar 271,076 target PSUs, with the potential to earn up to 300% based on revenue over the best four-quarter period between July 2026 and December 2029, plus a 2029 non-GAAP product gross margin modifier. This concentrates incentives on scaling revenue and improving unit economics.

The award also requires continued leadership through December 31, 2029 and holding net shares until December 31, 2031, emphasizing retention and long-term alignment. The Board references strong performance under a 2024 award and a rise in market capitalization from about $5 billion to about $79 billion, presenting this structure as a response to a larger growth opportunity rather than a simple pay increase.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance
Key personnel changes including departures, elections, or appointments of directors and executive officers.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Market capitalization December 31, 2024 $5 billion Approximate market value as of December 31, 2024
Market capitalization June 15, 2026 $79 billion Approximate market value as of June 15, 2026
Target PSUs in 2026 Award 271,076 PSUs Performance-based restricted stock units granted to CEO
Maximum PSU earn-out 300% of target Maximum PSUs CEO can earn under 2026 Award
Performance measurement window start July 1, 2026 Beginning of period for four-quarter revenue test
Performance measurement window end December 31, 2029 End of period for four-quarter revenue test
Service requirement end date December 31, 2029 CEO must remain in leadership through this date
Post-vesting holding period end December 31, 2031 Net shares from 2026 Award generally held until this date
performance-based restricted stock units financial
"approved a grant of performance-based restricted stock units (“PSUs”) in respect of 271,076 shares"
Performance-based restricted stock units are a type of employee equity award that converts into company shares only if predefined financial or operational targets are met over a set period. Think of it like a bonus check that becomes stock only when specific goals are hit; it ties pay to results, aligning managers’ incentives with shareholders. Investors care because these awards affect future share count, executive incentives, and signal how management’s success will be measured and rewarded.
non-GAAP product gross margin financial
"may be adjusted upward or downward based on the Company’s non-GAAP product gross margin in fiscal year 2029"
aggregate total revenue financial
"based on the four consecutive fiscal quarters ... during which the Company’s aggregate total revenue is highest"
Equity Incentive Plan financial
"under the Company’s 2018 Equity Incentive Plan to Dr. Sridhar"
An equity incentive plan is a program that gives employees, executives or directors the right to receive company stock or options to buy stock as part of their pay. Think of it as offering slices of future company profit to motivate people to boost long‑term performance; for investors it matters because it can align employee goals with shareholder value but also increases the number of shares outstanding, which can dilute existing ownership.
performance-based equity award financial
"the performance-based equity award granted in 2024 (the “2024 Award”)"
distributed energy solutions technical
"strengthen its competitive position as a leader in distributed energy solutions"

FAQ

What did Bloom Energy (BE) announce regarding CEO equity compensation?
Bloom Energy approved a new performance-based restricted stock unit award for CEO Dr. KR Sridhar. The 2026 award covers 271,076 target PSUs under the 2018 Equity Incentive Plan, with vesting tied to multi-year revenue performance, 2029 non-GAAP product gross margin and continued leadership through 2029.

How large is the new 2026 PSU award for Bloom Energy (BE) CEO Dr. Sridhar?
The 2026 award grants 271,076 performance-based restricted stock units at target to Dr. Sridhar. He can earn up to 300% of this target, depending on revenue performance and 2029 non-GAAP product gross margin, making the ultimate share delivery potentially up to three times the target amount.

What performance metrics determine vesting of Bloom Energy (BE) CEO’s 2026 PSUs?
Vesting depends on objective total revenue targets measured over the four consecutive fiscal quarters between July 1, 2026 and December 31, 2029 with the highest aggregate revenue. The number of vested PSUs is then adjusted based on Bloom’s non-GAAP product gross margin in fiscal year 2029.

What service and holding requirements apply to Bloom Energy (BE) CEO’s 2026 award?
Dr. Sridhar must remain in leadership of Bloom through December 31, 2029 for the 2026 PSUs to vest, subject to limited exceptions. In addition, he must generally hold the net shares delivered from vesting until December 31, 2031, reinforcing long-term alignment with stockholders.

How does Bloom Energy (BE) describe its recent performance and market opportunity?
Bloom notes its market capitalization increased from about $5 billion as of December 31, 2024 to about $79 billion as of June 15, 2026. The Board cites strong performance against the 2024 equity award and an expanded, evolving market opportunity for on-site and islanded power solutions.

How does the 2026 PSU award differ from Bloom Energy (BE)’s 2024 award for the CEO?
The 2024 award used annual performance goals for 2025–2027 based on product revenue growth and non-GAAP product gross margin. The 2026 award instead focuses on aggregate total revenue over a multi-year window and a 2029 non-GAAP product gross margin modifier, targeting sustained performance across complementary measures.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Bloom Energy Corp false 0001664703 0001664703 2026-06-15 2026-06-15
 
 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 8-K

 

 

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):

June 15, 2026

 

 

BLOOM ENERGY CORPORATION

(Exact Name of Registrant as Specified in its Charter)

 

 

 

Delaware   001-38598   77-0565408
(State or Other Jurisdiction
of Incorporation)		   (Commission
File Number)		   (I.R.S. Employer
Identification Number)

4353 North First Street,

San Jose, California

95134

(Address of principal executive offices, including zip code)

408 543-1500

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report)

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

  ☐

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

  ☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

  ☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

  ☐

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class

  

Trading
Symbol

  

Name of each exchange
on which registered

Common Stock, $0.0001 par value   BE   New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

 
 

Item 5.02.

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Background

Bloom Energy Corporation (“Bloom” or the “Company”) develops and manufactures a solid oxide fuel cell platform that provides resilient, reliable and clean distributed power. Bloom was founded in 2001 by Dr. KR Sridhar, the Company’s Chief Executive Officer. 

Recent explosive growth in demand for highly reliable power has strained conventional centralized power models. In response to grid constraints and the need for schedule certainty, customers are increasingly turning to on-site and islanded power solutions—the market Dr. Sridhar designed Bloom’s fuel cell platform to serve. Under Dr. Sridhar’s leadership, the Company has continued to drive technical and operational innovation and is executing on a strategy for its fuel cell technology to become a standard architecture for on-site power in next generation, power intensive industries. For perspective, Bloom Energy’s market-capitalization value grew from approximately $5b as of December 31, 2024 to approximately $79b as of June 15, 2026.

Performance Grant

On June 15, 2026, the Board of Directors of the Company (the “Board”) approved a grant of performance-based restricted stock units (“PSUs”) in respect of 271,076 shares of common stock of the Company at the target level (the “2026 Award”) under the Company’s 2018 Equity Incentive Plan to Dr. Sridhar. The grant of the 2026 Award was based on the recommendation of the Compensation and Organizational Development Committee of the Board (the “Compensation Committee”) and following consultation with Meridian Compensation Partners, an independent compensation consultant retained by the Compensation Committee.

The 2026 Award is designed to retain Dr. Sridhar and align his long-term incentives with the Company’s strategic priorities during this period of significant growth and transformation in the energy industry. In approving the 2026 Award, the Board considered, among other factors, Dr. Sridhar’s exceptional leadership, technical vision, operating rigor and proven ability to anticipate and respond to evolving market dynamics. The Board also considered the critical importance of sustained leadership continuity as the Company executes its next phase of growth and stockholder feedback emphasizing the need to retain Dr. Sridhar as Chief Executive Officer beyond 2027, when his previous equity award from 2024 will vest. 

Vesting of the 2026 Award is conditioned on the achievement of objective total revenue targets, measured based on the four consecutive fiscal quarters within the period beginning July 1, 2026 and ending December 31, 2029, during which the Company’s aggregate total revenue is highest. The number of PSUs subject to vest based on such achievement may be adjusted upward or downward based on the Company’s non-GAAP product gross margin in fiscal year 2029, further reinforcing a focus on both growth and profitability. Dr. Sridhar is eligible to earn up to 300% of the target number of PSUs under the 2026 Award. The Board determined that these rigorous performance criteria properly align with the Company’s strategic priority to secure product adoption, drive significant revenue scale, expand margins, and strengthen its competitive position as a leader in distributed energy solutions.

Vesting is also subject to Dr. Sridhar’s continuous leadership of the Company through December 31, 2029, subject to limited exceptions. Moreover, in general, Dr. Sridhar must hold the net shares delivered from the vesting of the 2026 Award until December 31, 2031, further aligning his long-term interests with those of the Company’s stockholders.

In approving the 2026 Award, the Board further considered the performance-based equity award granted in 2024 (the “2024 Award”), based on the achievement of annual performance goals in each of fiscal years 2025, 2026 and 2027, measured based on a combination of product revenue growth and non-GAAP product gross margin. The Board noted that these metrics differ from those under the 2026 Award, which is primarily based on aggregate total revenue over a multi-year measurement period, and that the two awards are designed to drive sustained performance across distinct but complementary measures. The Board also noted that the 2024 Award established challenging targets at the time of grant and that the Company’s recent performance has exceeded those expectations. In light of this outperformance and the expanded and evolving market opportunity it created for the Company, the Board determined that a new award with additional rigorous performance requirements was appropriate to incentivize continued strong execution and further align pay with stockholder value creation.

 

Item 9.01.

Financial Statements and Exhibits

 

Exhibit No.  

Description of Exhibit

10.1   Form of Performance Stock Unit Award Agreement under Bloom Energy’s 2018 Equity Incentive Plan (without Exhibit A)
104   Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

 

SIGNATURES

BLOOM ENERGY CORPORATION

(Registrant)

By:  

/s/ Shawn Soderberg

Name:   Shawn Soderberg
Title:   Chief Legal Officer and Corporate Secretary
Date:   June 17, 2026

Source: View Original Filing on SEC EDGAR

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