Bloom Energy to grant Oracle warrant for 3,531,073 shares at $113.28

Bloom Energy announced an agreement to issue Oracle a warrant, subject to negotiating final terms, to purchase up to 3,531,073 shares of Class A common stock at an exercise price of $113.28 per share, equal to the closing market price on October 28, 2025.

Rhea-AI Filing Summary

Bloom Energy announced an agreement to issue Oracle a warrant, subject to negotiating final terms, to purchase up to 3,531,073 shares of Class A common stock at an exercise price of $113.28 per share, equal to the closing market price on October 28, 2025. The warrant will expire six months from its issuance and will include customary anti-dilution adjustments, transfer restrictions, and exercise procedures. It confers no voting or dividend rights before exercise and settlement.

The warrant is tied to the companies’ partnership to provide on-site solid state power for AI data centers and is expected to be issued under the Section 4(a)(2) private placement exemption. The filing states the partnership aims to accelerate adoption of Bloom’s fuel cell technology for large-scale AI data centers and onsite power generally.

Insights

Capital markets analyst

Unregistered warrant to Oracle with market-priced strike and six-month term.

Bloom Energy agreed to grant Oracle a warrant for up to 3,531,073 Class A shares at $113.28 per share, matching the closing market price on October 28, 2025. The instrument carries customary anti-dilution, transfer limits, and no voting or dividend rights until exercise. The term is six months from issuance.

The transaction is expected to rely on Section 4(a)(2), indicating a private placement structure. Because warrants deliver cash only upon exercise, any capital inflow would occur if and when Oracle exercises at the stated price; the excerpt does not quantify proceeds. The warrant aligns with a partnership focused on on-site power for AI data centers.

8-K Event Classification

2 items: 1.01, 3.02

2 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.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What did Bloom Energy (BE) announce regarding Oracle?

Bloom Energy agreed to issue Oracle a warrant, subject to final terms, to buy up to 3,531,073 shares of Class A common stock.

What is the exercise price of the Oracle warrant from Bloom Energy?

The exercise price is $113.28 per share, equal to the closing market price on October 28, 2025.

How long does the Oracle warrant remain outstanding?

The warrant expires six months from the date of issuance.

Does the Oracle warrant include voting or dividend rights before exercise?

No. The warrant provides no voting rights, dividends, or other stockholder rights before exercise and settlement.

Under what exemption will the Oracle warrant be issued?

Bloom Energy expects to issue the warrant and underlying shares under Section 4(a)(2) of the Securities Act.

What partnership context is tied to this warrant issuance for BE?

The warrant relates to the Bloom-Oracle partnership to provide on-site solid state power for AI data centers and onsite power generally.

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

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Accepted by SEC EDGAR 10/29/2025 - 06:04 PM Learn about SEC filing dates

0001664703FALSEOctober 28, 2025October 29, 202500016647032025-10-282025-10-28

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): October 28, 2025

___________________________________________

BLOOM ENERGY CORPORATION

(Exact name of registrant as specified in its charter)

001-38598

(Commission File Number)

___________________________________________

Delaware									77-0565408
(State or other jurisdiction of incorporation)									(I.R.S. Employer Identification No.)
4353 North First Street,			San Jose,			California			95134
(Address of principal executive offices)									(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(s)

Name of each exchange on which registered

Class A 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 1.01. Entry into a Material Definitive Agreement.

Warrant

On October 28, 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 of Class A Common Stock, par value $0.0001 per share (the “Class A Common Stock”), with an exercise price of $113.28 per share, closing market price on October 28, 2025. The Company and Oracle agreed that (i) the expiration date of the Warrant will be six (6) months from the date of the issuance of the Warrant, (ii) the Warrant will include customary anti-dilution adjustments, transfer restrictions and exercise procedures, and (iii) the Warrant will not entitle the holder to any voting rights, dividends or other rights as a stockholder of the Company prior to the exercise and settlement of the Warrant.

This investment strengthens the partnership and its objective of accelerating the adoption of Bloom fuel cell technology for large scale AI data centers, specifically and onsite power generally.

The Warrant and the shares underlying the Warrant are expected to be issued in reliance on the exemption from registration pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended.

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.

Forward-Looking Statements

This Current Report on Form 8-K includes forward-looking statements, including statements regarding the anticipated benefits of the partnership between the Company and Oracle. Forward-looking statements represent Bloom Energy’s current expectations regarding future events and are subject to known and unknown risks and uncertainties that could cause actual results to differ materially from those implied by the forward-looking statements. Among those risks and uncertainties are risks relating to Bloom Energy’s business, including those described in periodic reports that Bloom Energy files from time to time with the U.S. Securities and Exchange Commission. The forward-looking statements included in this Current Report on Form 8-K speak only as of the date of this Current Report on Form 8-K, and Bloom Energy does not undertake to update the statements included in this Current Report on Form 8-K for subsequent developments, except as may be required by law.

SIGNATURES

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

BLOOM ENERGY CORPORATION

Date:

October 29, 2025

By:

/s/ Shawn Soderberg

Shawn Soderberg

Chief Legal Officer and Corporate Secretary