Oracle gets 3.53M-share Bloom Energy (NYSE: BE) warrant tied to AI power deal
Filing Impact
Filing Sentiment
Form Type
8-K
Rhea-AI Filing Summary
Bloom Energy Corporation entered into a material agreement with Oracle Corporation, issuing Oracle a fully vested warrant to purchase up to 3,531,073 shares of Bloom's Class A common stock at an exercise price of $113.28 per share. The warrant is immediately exercisable, in whole or in part, by cash payment or cashless exercise until 5:00 p.m. Eastern time on October 9, 2026. It includes customary anti-dilution adjustments, provides Oracle with registration rights for the warrant shares, restricts transfers without Bloom’s consent, and relies on private offering exemptions under Sections 4(a)(2) and 3(a)(9) of the Securities Act.
Positive
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Negative
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Insights
Bloom grants Oracle a sizable, privately placed warrant with near-term exercisability.
Bloom Energy issued Oracle a warrant for up to 3,531,073 Class A shares at an exercise price of $113.28, matching the stock’s New York Stock Exchange closing price on October 28, 2025. The warrant is fully vested and immediately exercisable, including via cashless exercise, through October 9, 2026.
The warrant features customary anti-dilution adjustments and gives Oracle registration rights for the underlying shares, which are expected to be freely tradable subject to securities laws. Issuance relied on private offering exemptions under Sections 4(a)(2) and 3(a)(9) of the Securities Act, avoiding a public registration process.
The arrangement ties Oracle’s potential equity stake to its partnership with Bloom to provide on-site solid state power for AI data centers, as previously disclosed. Actual ownership and any capital inflow will depend on Oracle’s exercise decisions over the warrant’s term.
8-K Event Classification
3 items: 1.01, 3.02, 9.01
3 items
Item 1.01
Entry into a Material Definitive Agreement
Business
The company signed a significant contract such as a merger agreement, credit facility, or major partnership.
Item 3.02
Unregistered Sales of Equity Securities
Securities
The company sold equity securities in a private placement or other unregistered transaction.
Item 9.01
Financial Statements and Exhibits
Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Key Figures
Warrant size: 3,531,073 shares
Exercise price: $113.28 per share
Warrant issuance date: April 9, 2026
+2 more
5 metrics
Warrant size
3,531,073 shares
Maximum Class A shares purchasable under Oracle warrant
Exercise price
$113.28 per share
Exercise price equal to NYSE closing price on October 28, 2025
Warrant issuance date
April 9, 2026
Date Bloom Energy issued warrant to Oracle
Warrant expiration
October 9, 2026, 5:00 p.m. ET
Final time Oracle can exercise the warrant
Securities Act exemption
Section 4(a)(2) and Section 3(a)(9)
Exemptions relied upon for warrant and potential share issuance
Key Terms
Material Definitive Agreement, warrant, cashless exercise, anti-dilution adjustments, +2 more
6 terms
Material Definitive Agreement regulatory
"Item 1.01. Entry into a Material Definitive Agreement."
A material definitive agreement is a legally binding contract that creates major, long‑term obligations or rights for a company, such as loans, asset sales, mergers, or supplier deals. Think of it like a mortgage or lease for a business: it can change future cash flow, risk and control, so investors watch these agreements closely because they can materially affect a company’s value, financial health and stock price.
warrant financial
"the Company agreed to issue to Oracle a warrant (the “Warrant”) to purchase up to an aggregate of 3,531,073 shares"
A warrant is a time-limited financial contract that gives its holder the right to buy a company's shares at a set price before a specified date, like a coupon that lets you purchase stock at a fixed discount for a limited time. It matters to investors because warrants offer leveraged exposure to a stock’s upside and can dilute existing shareholders if exercised, so they affect potential gains and the company’s outstanding share count.
cashless exercise financial
"at Oracle’s election, by cash payment or by cashless exercise."
A cashless exercise is a way for an option holder to convert stock options into actual shares without paying the purchase price in cash; instead they immediately give up a portion of the newly issued shares to cover the cost and any withholding taxes. Investors care because this process increases the number of shares available and can slightly dilute existing holdings, while also signaling how insiders or employees are realizing compensation without needing cash — similar to paying for a purchase by handing over part of what you just bought.
anti-dilution adjustments financial
"The Warrant includes customary anti-dilution adjustments and provides Oracle with certain registration rights"
Anti-dilution adjustments are changes made to the ownership stakes or value of an investment to protect investors from having their shares become less valuable if the company issues new shares at a lower price. Imagine buying a piece of a pie, and then the pie is cut into more slices without increasing in size—these adjustments help ensure your slice still retains its worth. They matter to investors because they help preserve the value of their investment when the company’s share price drops.
registration rights regulatory
"provides Oracle with certain registration rights with respect to the Warrant Shares."
Registration rights are contractual promises that let investors require a company to file paperwork with securities regulators so those investors can sell their shares to the public. They matter because they create a path to liquidity and an exit plan—without them, investors may be stuck holding shares for a long time. Think of them like a reserved ticket that guarantees access to a public marketplace when the holder is ready to sell.
Section 4(a)(2) of the Securities Act of 1933 regulatory
"The Warrant was issued in reliance on the exemption from registration pursuant to Section 4(a)(2) of the Securities Act of 1933"
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): April 13, 2026
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(Exact name of registrant as specified in its charter)
(Commission File Number)
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| (State or other jurisdiction of incorporation) | (I.R.S. Employer Identification No.) | ||||||||||
| (Address of principal executive offices) | (Zip Code) | ||||||||||
| (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:
Securities registered pursuant to Section 12(b) of the Act:
Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||||||||||||||
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 1.01. Entry into a Material Definitive Agreement.
Warrant
As previously disclosed in Bloom Energy Corporation’s (the “Company”) Current Report on Form 8-K filed on October 30, 2025, in connection with the partnership between the Company and Oracle Corporation (“Oracle”) to provide on-site solid state power for AI data centers, subject to the negotiation of a warrant mutually acceptable to the Company and Oracle, the Company agreed to issue to Oracle a warrant (the “Warrant”) to purchase up to an aggregate of 3,531,073 shares (the “Warrant Shares”) of Class A Common Stock, par value $0.0001 per share (the “Class A Common Stock”), of the Company, with an exercise price of $113.28 per share, the closing price of the Class A Common Stock on the New York Stock Exchange on October 28, 2025. On April 9, 2026, the Company issued the Warrant to Oracle. The Warrant is fully vested and immediately exercisable, in whole or in part, at any time until 5:00 p.m. (Eastern time) on October 9, 2026, at Oracle’s election, by cash payment or by cashless exercise. The Warrant includes customary anti-dilution adjustments and provides Oracle with certain registration rights with respect to the Warrant Shares. The Warrant may not be transferred or assigned without the prior written consent of the Company. The Warrant Shares will be freely tradable, subject to applicable securities laws.
The Warrant was issued in reliance on the exemption from registration pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”), and any Warrant Shares that may be issued upon exercise of the Warrant is expected to be issued in reliance upon Section 4(a)(2) or Section 3(a)(9) of the Securities Act.
The foregoing description of the Warrant is not complete and is qualified in its entirety by reference to the text of the Warrant, which is attached as Exhibit 4.1 to this Current Report on Form 8-K and incorporated by reference into this Item 1.01.
Item 3.02. Unregistered Sales of Equity Securities.
The information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 3.02.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. | Description | |||||||
4.1 | Warrant to Purchase Shares of Class A Common Stock, dated April 9, 2026, between Bloom Energy Corporation and Oracle Corporation | |||||||
| 104 | Cover page interactive data file (embedded within the inline XBRL document) | |||||||
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| BLOOM ENERGY CORPORATION | ||||||||||||||||||||||||||||||||||||||||||||
| Date: | April 13, 2026 | By: | /s/ Shawn Soderberg | |||||||||||||||||||||||||||||||||||||||||
| Shawn Soderberg | ||||||||||||||||||||||||||||||||||||||||||||
| Chief Legal Officer and Corporate Secretary | ||||||||||||||||||||||||||||||||||||||||||||
FAQ
What warrant did Bloom Energy (BE) issue to Oracle Corporation?
Bloom Energy issued Oracle a fully vested warrant to purchase up to 3,531,073 shares of its Class A common stock at an exercise price of $113.28 per share, linked to a partnership to provide on-site solid state power for AI data centers.
When can Oracle exercise the Bloom Energy warrant and when does it expire?
Oracle’s Bloom Energy warrant is immediately exercisable, in whole or in part, and remains exercisable until 5:00 p.m. Eastern time on October 9, 2026. This gives Oracle a defined window of roughly eighteen months to decide if and when to exercise.
What special rights and restrictions are attached to Oracle’s Bloom Energy warrant?
The warrant includes customary anti-dilution adjustments, grants Oracle registration rights for the warrant shares, and restricts transfers or assignments without Bloom’s prior written consent. These terms help define Oracle’s flexibility while protecting Bloom’s control over who holds the instrument.
Under which Securities Act exemptions was the Bloom Energy warrant to Oracle issued?
Bloom Energy issued the warrant to Oracle in reliance on the private offering exemption in Section 4(a)(2) of the Securities Act. Any shares issued upon exercise are expected to rely on Section 4(a)(2) or Section 3(a)(9), avoiding an immediate public registration process.